Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
CLOVERFIELDS FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)C/O DEAN BARR 50 S 6TH ST NO 1500
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN554021498
A Employer identification number

20-1919362
B Telephone number (see instructions)

(612) 492-6440
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$28,372,807J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 257,939 257,939  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -305,194
b Gross sales price for all assets on line 6a 2,675,440
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ -47,255 257,939  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 8,500 0   0
c Other professional fees (attach schedule).... Click to see attachment 142,019 142,019   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 75,897 71,497   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 5,992 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 232,408 213,516   0
25 Contributions, gifts, grants paid....... 2,300,568 2,300,568
26 Total expenses and disbursements. Add lines 24 and 25 2,532,976 213,516   2,300,568
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -2,580,231
b Net investment income (if negative, enter -0-) 44,423
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 9,987,087 6,856,325 6,856,325
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 12,089,420 Click to see attachment12,532,780 16,589,482
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet4,607,141
Less: accumulated depreciation (attach schedule) bullet   4,500,000 4,607,141 4,677,000
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 250,000 Click to see attachment250,000 250,000
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 26,826,507 24,246,246 28,372,807
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment682 Click to see attachment682
23 Total liabilities (add lines 17 through 22)......... 682 682
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 26,825,825 24,245,564
30 Total net assets or fund balances (see instructions)..... 26,825,825 24,245,564
31 Total liabilities and net assets/fund balances (see instructions). 26,826,507 24,246,246
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
26,825,825
2
Enter amount from Part I, line 27a .....................
2
-2,580,231
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
24,245,594
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
30
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
24,245,564
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES      
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 2,675,440   2,980,634 -305,194
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       -305,194
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 -305,194
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 1,742,188 24,724,198 0.070465
2013 758,833 21,421,018 0.035425
2012 2,619,806 19,918,409 0.131527
2011 2,596,576 16,445,165 0.157893
2010 1,325,000 9,532,657 0.138996
2
Total of line 1, column (d) .....................
20.534306
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years . . .
3
0.106861
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
24,416,202
5
Multiply line 4 by line 3......................
5
2,609,140
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
444
7
Add lines 5 and 6........................
7
2,609,584
8
Enter qualifying distributions from Part XII, line 4.............
8
2,300,568
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2015)
Form 990-PF (2015)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 888
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 888
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 888
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 6,861
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 1,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 7,861
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 6,973
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet6,973 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletDEAN D BARR DORSEY WHITNEY LLP Telephone no.bullet (612) 492-6440

    Located atbullet50 SOUTH 6TH STREET SUITE 1500MINNEAPOLISMN ZIP+4bullet554021498
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.......bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2015, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2015.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    STEPHEN J HEMSLEY DIR, PRESIDENT & TREAS
    1.00     		0 0 0
    622 FERNDALE ROAD WEST
    WAYZATA,MN55391
    BARBARA K HEMSLEY DIRECTOR, SECRETARY
    0.50     		0 0 0
    622 FERNDALE ROAD WEST
    WAYZATA,MN55391
    MATTHEW S HEMSLEY DIRECTOR
    0.50     		0 0 0
    4620 MOORELAND AVENUE
    EDINA,MN55424
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    16,543,125
    b
    Average of monthly cash balances.......................
    1b
    8,244,897
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    24,788,022
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    24,788,022
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    371,820
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    24,416,202
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,220,810
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    1,220,810
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    888
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    888
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,219,922
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,219,922
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,219,922
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    2,300,568
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    2,300,568
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    2,300,568
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 1,219,922
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010...... 861,290
    b From 2011...... 1,799,718
    c From 2012...... 1,673,624
    d From 2013......  
    e From 2014...... 512,813
    fTotal of lines 3a through e........ 4,847,445
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 2,300,568
    a Applied to 2014, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 1,219,922
    e Remaining amount distributed out of corpus 1,080,646
    5 Excess distributions carryover applied to 2015. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 5,928,091
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		861,290
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		5,066,801
    10 Analysis of line 9:
    a Excess from 2011.... 1,799,718
    b Excess from 2012.... 1,673,624
    c Excess from 2013....  
    d Excess from 2014.... 512,813
    e Excess from 2015.... 1,080,646
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2015, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2015 (b) 2014 (c) 2013 (d) 2012
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    STEPHEN J HEMSLEY
    BARBARA K HEMSLEY
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ALLIANCE FRANCAISE
    113 NORTH FIRST STREET
    MINNEAPOLIS,MN55401     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 25,000
    AMERICAN DIABETES ASSOCIATION
    1245 E BRICKYARD ROAD SUITE 30
    SALT LAKE CITY,UT84106     		N/A PUBLIC CHARITY OPERATING FUND 25,000
    AMERICAN HEART ASSOCIATION
    7272 GREENVILLE AVE
    DALLAS,TX75231     		N/A PUBLIC CHARITY FUNDING FOR HEARTWALK EVENT 25,000
    BASILICA OF ST MARY'S
    BOX 50010
    MINNEAPOLIS,MN554050010     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 76,788
    BISHOP MCDEVITT HIGH SCHOOL
    125 ROYAL AVE
    WYNCOTE,PA190951198     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 100,000
    CHILDREN'S HOSPITALS
    2525 CHICAGO AVE S
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY CHILDREN'S HEALTH CARE FOUNDATION 1,000
    CHURCH OF THE ASCENSION
    1726 DUPONT AVE N
    MINNEAPOLIS,MN55411     		N/A PUBLIC CHARITY FUNDING FOR THE ASCENSION CATHOLIC SCHOOL 50,000
    CRISTO REY JESUIT HIGH SCHOOL
    2924 4TH AVE S
    MINNEAPOLIS,MN554084194     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 50,000
    FIGHTING CHANCE INC
    901 HENNEPIN AVENUE
    MINNEAPOLIS,MN55403     		N/A PRIVATE FOUNDATION GENERAL OPERATING FUND 25,000
    GUTHRIE THEATRE
    818 SOUTH 2ND STREET
    MINNEAPOLIS,MN55415     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 10,000
    INTERFAITH OUTREACH & COMMUNITY PARTNERS
    110 GRAND AVE S
    WAYZATA,MN553911872     		N/A PUBLIC CHARITY FUNDING FOR THE 2015 SLEEP OUT CAMPAIGN 350,000
    MARYWOOD UNIVERSITY
    2300 ADAMS AVENUE
    SCRANTON,PA18509     		N/A PUBLIC CHARITY MARYWOOD FUND 10,000
    MERIDIAN INTERNATIONAL CENTER
    1630 CRESCENT PLACE NW
    WASHINGTON,DC20009     		N/A PUBLIC CHARITY FUNDING FOR THE MERIDIAN BALL 10,000
    MINNEAPOLIS INSTITUTE OF ARTS
    2400 THIRD AVE S
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 50,000
    MINNEAPOLIS INSTITUTE OF ARTS
    2400 THIRD AVE S
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY FUNDING FOR NOTES ON CREATIVITY EVENT 2,400
    STANFORD UNIVERSITY
    326 GALVEZ STREET
    STANFORD,CA943056105     		N/A PUBLIC CHARITY FUNDING FOR SCHOOL OF BUSINESS 5,000
    STANFORD UNIVERSITY
    326 GALVEZ STREET
    STANFORD,CA943056105     		N/A PUBLIC CHARITY MBA CLASS OF 2006 REUNION 10,000
    TEENAGER'S INC
    105 BETHLEHEM PIKE
    PHILADELPHIA,PA19118     		N/A PUBLIC CHARITY GENERAL OPERATING FUND 5,000
    THE CHILDREN'S THEATRE
    2400 THIRD AVE S
    MINNEAPOLIS,MN554043597     		N/A PUBLIC CHARITY CAPITAL CAMPAIGN 200,000
    THE CHILDREN'S THEATRE
    2400 THIRD AVE S
    MINNEAPOLIS,MN554043597     		N/A PUBLIC CHARITY FUNDING FOR CURTAIN CALL BALL 8,000
    THE PONTIFICAL NORTH AMERICAN COLLEGE
    3211 FOURTH STREET NE
    WASHINGTON,DC200171194     		N/A PUBLIC CHARITY VISION FOR THE FUTURE CAMPAIGN 50,000
    THE SAINT PAUL SEMINARY
    2260 SUMMIT AVENUE
    ST PAUL,MN551051094     		N/A PUBLIC CHARITY I WILL GIVE YOU SHEPHERDS CAMPAIGN 200,000
    UNITED HEALTHCARE CHILDREN'S FOUNDATION
    MN012-S286 PO BOX 41
    MINNEAPOLIS,MN554400041     		N/A PUBLIC CHARITY FUNDING FOR MEDICAL GRANTS OF CHILDREN IN NEED 5,000
    UNIVERSITY OF MINNESOTA FOUNDATION
    200 OAK STREET SE SUITE 500
    MINNEAPOLIS,MN554552010     		N/A PUBLIC CHARITY CHILDREN'S HEALTH DISCOVERY FUND 6,000
    UNIVERSITY OF MINNESOTA FOUNDATION
    200 OAK STREET SE SUITE 500
    MINNEAPOLIS,MN554552010     		N/A PUBLIC CHARITY FUNDING FOR CHILDREN'S HEALTH FASHIONFEST EVENT 380
    UNIVERSITY OF PENNSYLVANIA
    3451 WALNUT STREET 433 FRANKLIN
    BLDG
    PHILADELPHIA,PA191046205     		N/A PUBLIC CHARITY PULMONARY RESEARCH DEVELOPMENT FUND 500
    UNIVERSITY OF ST THOMAS
    2115 SUMMIT AVENUE
    ST PAUL,MN551051096     		N/A PUBLIC CHARITY CLOVERFIELDS FOUNDATION ATHLETIC FACILITY FUND 800,000
    UNIVERSITY OF ST THOMAS
    2115 SUMMIT AVENUE
    ST PAUL,MN551051096     		N/A PUBLIC CHARITY CLOVERFIELDS QUASI - AQUATIC CENTER 200,000
    WESTMINSTER PRESBYTERIAN CHURCH
    1200 S MARQUETTE AVE
    MINNEAPOLIS,MN55403     		N/A PUBLIC CHARITY IN MEMORY OF JOHN GUNDERSON SKOGMO 500
    Total .................................bullet 3a 2,300,568
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		         
    4 Dividends and interest from securities....     14 257,939  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 -305,194  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 -47,255 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13-47,255
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AccountingFeesSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DORSEY & WHITNEY 8,500 0   0

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Name of Stock End of Year Book Value End of Year Fair Market Value
    2900 SHS ACE LIMITED 131,058 338,865
    2570 SHS ALLERGAN PLC 706,588 803,125
    1118 SHS ALPHABET INC (CLASS C) 521,000 848,428
    175 SHS ALPHABET INC (CLASS A) 41,166 136,152
    19,100 SHS AMERICAN INTERNATIONAL GROUP INC 973,650 1,183,627
    2310 SHS APPLE INC 198,107 243,150
    2200 SHS AUTONATION INC 0 0
    10,790 SHS AVERY DENNISON CORP 0 0
    2000 SHS CARPENTER TECHNOLOGY CORP 0 0
    2200 SHS CELGENE CORP 123,185 263,472
    1500 SHS CHEVRON 115,815 134,940
    5000 SHS CHUBB CORP 247,000 663,200
    18,000 SHS CIT GROUP INC 827,732 714,600
    18,900 SHS CITIGROUP INC 980,559 978,075
    2300 SHS COMCAST CORP 41,829 129,789
    9500 SHS DANAHER CORP 700,075 882,360
    10,000 SHS DELPHI AUTOMOTIVE 506,132 857,300
    12,900 SHS DELTA AIR LINES INC 407,763 653,901
    2400 SHS DEVON ENERGY CORPORATION 0 0
    28,900 SHS GENERAL ELECTRIC COMPANY 748,918 900,235
    600 SHS GILEAD SCIENCES INC 37,175 60,714
    12,800 SHS JOHNSON CONTROLS INC 476,789 505,472
    11,400 SHS KINDER MORGAN INC 351,469 170,088
    6000 SHS MARATHON OIL CORP 0 0
    4000 SHS METLIFE INC 136,200 192,840
    2300 SHS MICROSOFT CORP 64,083 127,604
    3900 SHS ORACLE CORP 88,648 142,467
    13,600 SHS REPUBLIC SERVICES INC 436,218 598,264
    7400 SHS SCHLUMBERGER LTD 582,496 516,150
    8200 SHS THERMO FISHER SCIENTIFIC INC 769,933 1,163,170
    23,470 SHS TRIMBLE NAVIGATION LTD 0 0
    5800 SHS UNITED PARCEL SVC INC 517,128 558,134
    24,000 SHS UNITEDHEALTH GROUP 1,802,064 2,823,360
    16,900 SHS WILLIAMS COMPANIES INC 0 0

    TY 2015 InvestmentsOtherSchedule2
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    GATHER INC AT COST 250,000 250,000

    TY 2015 OtherDecreasesSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Description Amount
    PRIOR YEAR BASIS ADJUSTMENT 30


    TY 2015 OtherExpensesSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER 5,932 0   0
    WIRE FEES 60 0   0


    TY 2015 OtherLiabilitiesSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Description Beginning of Year - Book Value End of Year - Book Value
    DUE TO CLOVER FIELDS CAPITAL, LLC DUE TO BANK ERROR 682 682


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES 142,019 142,019   0


    TY 2015 TaxesSchedule
    Name:
    CLOVERFIELDS FOUNDATION
    EIN:
    20-1919362
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    REAL ESTATE TAXES 71,497 71,497   0
    EXCISE TAXES 4,400 0   0