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
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
Name of foundation
CAPE FEAR MEMORIAL FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)2508 INDEPENDENCE BLVD NO 200   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
WILMINGTON, NC28412
A Employer identification number

56-1974747
B Telephone number (see instructions)

(910) 452-0611
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$57,955,349J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
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 18,840 18,840  
4 Dividends and interest from securities...... 943,618 943,618  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,881,219
b Gross sales price for all assets on line 6a 10,422,955
7 Capital gain net income (from Part IV, line 2)... 3,881,219
8 Net short-term capital gain.........  
9 Income modifications........... 60,000
10a Gross sales less returns and allowances 4,273
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule)..... 4,273  
11 Other income (attach schedule)....... Click to see attachment 32,128 24,573  
12 Total. Add lines 1 through 11........ 4,880,078 4,868,250 60,000
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 126,208 18,931   107,277
14 Other employee salaries and wages...... 93,337 14,001   79,336
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 151,419 142,003   9,416
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 48,566 1,943   0
19 Depreciation (attach schedule) and depletion... 3,171 317  
20 Occupancy.............. 33,266 3,327   29,939
21 Travel, conferences, and meetings....... 12,177 1,218   10,959
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 74,703 24,178   49,950
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 542,847 205,918   286,877
25 Contributions, gifts, grants paid........ 2,747,050 2,842,550
26 Total expenses and disbursements. Add lines 24 and 25 3,289,897 205,918   3,129,427
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,590,181
b Net investment income (if negative, enter -0-) 4,662,332
c Adjusted net income (if negative, enter -0-)... 60,000
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
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............... 500 500 500
2 Savings and temporary cash investments.......... 5,131,401 8,117,364 8,117,364
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) 16,382,403 Click to see attachment16,077,745 16,077,745
b Investments—corporate stock (attach schedule)........ 39,066,424 Click to see attachment33,749,161 33,749,161
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet95,169
Less: accumulated depreciation (attach schedule) bullet84,590 3,500 Click to see attachment10,579 10,579
15 Other assets (describe bullet) Click to see attachment990 Click to see attachment0 Click to see attachment0
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 60,585,218 57,955,349 57,955,349
Liabilities 17 Accounts payable and accrued expenses.......... 51,534 46,717
18 Grants payable.................. 585,000 549,500
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 attachment195,000 Click to see attachment179,000
23 Total liabilities (add lines 17 through 22).......... 831,534 775,217
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted................... 59,753,684 57,180,132
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)...... 59,753,684 57,180,132
31 Total liabilities and net assets/fund balances (see instructions).. 60,585,218 57,955,349
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 59,753,684
2 Enter amount from Part I, line 27a..................... 2 1,590,181
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 61,343,865
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 4,163,733
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 57,180,132
Form 990-PF (2014)
Form 990-PF (2014)
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 6362.31 SHS ALLIANCE BERNSTEIN DISCOVERY VALUE FUND P 2013-12-23 2014-07-09
b 820.85 SHS FRANKLIN VALUE INVESTMENT TR SMALL CAP VALUE FUND P 2013-12-17 2014-07-09
c 40729.98 SHS ALLIANCE BERNSTEIN DISCOVERY VALUE FUND P   2014-07-09
d 14485.36 SHS FRANKLIN SMALL MID CAP GROWTH FUND P 2009-07-01 2014-07-09
e 10227.93 SHS FRANKLIN VALUE INVESTMENT TR SMALL CAP VALUE FUND P   2014-07-09
17196.91 SHS ROYCE SPL EQUITY FUND P 2014-07-09 2014-10-22
20000 PROSHARES SHORT S&P 500 P 2014-05-22 2014-10-22
30238.35 SHS AMCAP FUND INC P   2014-10-22
11223.35 SHS GROWTH FUND AMERICA P 2009-07-01 2014-10-22
36945.81 SHS AMERICAN FUNDS WASHINGTON MUTUAL FUND P   2014-10-22
15879.74 SHS AMERICAN EUROPACIFIC GROWTH FUND P   2014-10-22
10182.62 SHS RUSSELL EMERGING MARKETS FUND P   2014-10-22
5748.78 SHS RUSSELL INTL DEV MKTS FUND P   2014-10-22
3131.52 SHS SMALLCAP WORLD FUND P 2008-05-21 2014-10-22
1223.52 SHS MANAGED FUTURES LEGENDS P 2010-12-29 2014-09-16
200 SHS TARGET CORP P 2014-01-27 2015-01-06
94 SHS DUKE ENERGY CORP P 2011-08-09 2015-02-04
200 SHS PAYCHEX INC P 2011-08-09 2015-02-04
100 SHS 3M CO P 2011-08-09 2015-02-04
AURORA P    
AURORA P    
AURORA P    
VISTA NATURAL GAS P 2003-11-17 2014-09-30
VISTA NATURAL GAS P 2003-11-17 2014-12-31
VISTA NATURAL GAS P 2003-11-17 2015-03-31
CAPITAL GAINS DIVIDENDS P    
(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 149,323   135,454 13,869
b 52,411   49,058 3,353
c 955,933   490,619 465,314
d 653,000   354,285 298,715
e 653,054   340,925 312,129
400,000   430,782 -30,782
464,790   486,200 -21,410
850,000   409,569 440,431
500,000   258,766 241,234
1,500,000   959,003 540,997
750,000   524,452 225,548
184,000   84,113 99,887
200,000   173,145 26,855
150,000   119,869 30,131
1,084,347   1,350,000 -265,653
14,686   11,522 3,164
8,100   4,696 3,404
9,445   5,212 4,233
16,546   8,028 8,518
13,780     13,780
522     522
3,790     3,790
    150,000 -150,000
    150,000 -150,000
    46,038 -46,038
1,809,228     1,809,228
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       13,869
b       3,353
c       465,314
d       298,715
e       312,129
      -30,782
      -21,410
      440,431
      241,234
      540,997
      225,548
      99,887
      26,855
      30,131
      -265,653
      3,164
      3,404
      4,233
      8,518
      13,780
      522
      3,790
      -150,000
      -150,000
      -46,038
      1,809,228
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 3,881,219
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))
2013 2,975,248 57,822,921 0.051454
2012 2,545,122 54,610,975 0.046605
2011 2,648,691 54,071,654 0.048985
2010 2,754,098 55,888,690 0.049278
2009 2,528,132 54,046,661 0.046777
2 Total of line 1, column (d) ...................... 2 0.243099
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 0.048620
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 58,416,782
5 Multiply line 4 by line 3....................... 5 2,840,224
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 46,623
7 Add lines 5 and 6......................... 7 2,886,847
8 Enter qualifying distributions from Part XII, line 4.............. 8 3,129,427
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 (2014)
Form 990-PF (2014)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 46,623
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 46,623
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 46,623
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 28,000
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 27,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 55,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 266
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 8,111
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet8,111 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
Yes
 
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
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)
    bulletNC
    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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    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 addressbulletWWW.CFMFDN.ORG
    14
    The books are in care ofbulletANNA ERWIN Telephone no.bullet (910) 452-0611
    Located atbullet2508 INDEPENDENCE BLVD STE 200WILMINGTONNC ZIP+4bullet28412
    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 2014, 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  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    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 2014?.............
    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 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    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 2014 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 2014.)....................
    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 2014?
    4b
     
    No
    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 (2014)
    Form 990-PF (2014)
    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
    ANNA ERWIN PRESIDENT/TREASURER
    40.00     		110,208 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    W CARTER MEBANE III ASSISTANT SECRETARY
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    AGNES R BEANE SECRETARY
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    WILLIAM H CAMERON BOARD MEMBER
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    GARRY GARRIS CHAIRMAN
    1.00     		16,000 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    ROBERT F WARWICK BOARD MEMBER
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    RICHARD L WOODBURY BOARD MEMBER
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    JAMES D HUNDLEY MD VICE CHAIRMAN
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    RONALD R SINCLAIR BOARD MEMBER
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    JANELLE A RHYNE MD MACP BOARD MEMBER
    1.00     		0 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    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
    JAN G DAWSON GRANTS OFFICER
    40.00     		60,215 0 0
    2508 INDEPENDENCE BOULEVARD
    WILMINGTON,NC28412
    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  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    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
    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
    51,208,260
    b
    Average of monthly cash balances.......................
    1b
    8,079,227
    c
    Fair market value of all other assets (see instructions)................
    1c
    18,891
    d
    Total (add lines 1a, b, and c).........................
    1d
    59,306,378
    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
    59,306,378
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    889,596
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    58,416,782
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    2,920,839
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    2,920,839
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    46,623
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
    924
    c
    Add lines 2a and 2b............................
    2c
    47,547
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,873,292
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    60,000
    5
    Add lines 3 and 4............................
    5
    2,933,292
    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
    2,933,292
    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
    3,129,427
    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
    3,129,427
    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
    46,623
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    3,082,804
    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 (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 2,933,292
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 2,718,546
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 3,129,427
    a Applied to 2013, but not more than line 2a 2,718,546
    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 2014 distributable amount..... 410,881
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2014. 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 0
    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 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		2,522,411
    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 2009 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014....  
    Form 990-PF (2014)
    Form 990-PF (2014)
    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 2014, 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) 2014 (b) 2013 (c) 2012 (d) 2011
             
    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).)
    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 e-mail address of the person to whom applications should be addressed:
    ANNA P ERWIN
    2508 INDEPENDENCE BLVD STE 200
    WILMINGTON,NC28412
    (910) 452-0611
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATION FORMS AND REQUEST GUIDELINES ARE AVAILABLE AT THE ABOVE ADDRESS
    cAny submission deadlines:
    JANUARY 15 AND JULY 15
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    GRANTS MADE ONLY TO 501(C)(3) ORGANIZATIONS AND GOVERNMENTAL ENTITIES FOR HEALTH AND MEDICAL NEEDS IN SOUTHEASTERN NORTH CAROLINA
    Form 990-PF (2014)
    Form 990-PF (2014)
    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
    AMERICAN RED CROSS CAPE FEAR CHAPTER
    1102 SOUTH 16TH STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 40,000
    ARBOR ACRES RESIDENT ASSISTANCE FUND
    1240 ARBOR ROAD
    WINSTONSALEM,NC27104     		    MEMORIAL - DORIS SPAINHOUR GIBSON 250
    BOYS AND GIRLS HOMES OF NORTH CAROLINA INC
    400 FLEMING DRIVE
    LAKE WACCAMAW,NC28450     		    SANCTUARY MODEL TRANSITION 40,000
    BRIGADE BOYS AND GIRLS CLUB INC
    2759 VANCE STREET
    WILMINGTON,NC28412     		    TRIPLE PLAY PROGRAM - CONTINUED FUNDING 35,000
    BRUNSWICK FAMILY ASSISTANCE AGENCY INC
    POST OFFICE BOX 1551
    SHALLOTTE,NC28459     		    GENERAL OPERATING SUPPORT 50,000
    BRUNSWICK SENIOR RESOURCES INC
    1513 N HOWE STREET
    SOUTHPORT,NC28461     		    SHALLOTTE SENIOR CENTER KITCHEN 40,000
    CAPE FEAR CLINIC INC
    1605 DOCTORS CIRCLE
    WILMINGTON,NC28401     		    PHARMACY COLLABORATIVE - CONTINUED SUPPORT 95,000
    CAPE FEAR CLINIC INC
    1605 DOCTORS CIRCLE
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 200,000
    CAPE FEAR COMMUNITY COLLEGE
    411 NORTH FRONT STREET
    WILMINGTON,NC28401     		    SONOGRAPHY LAB & ULTRASOUND SIMULATOR 58,000
    CAPE FEAR GROUP HOMES
    2166 DEXTER STREET
    WILMINGTON,NC28403     		    TRANSPORTATION 20,000
    CAPE FEAR HEALTHNET
    3329-C WRIGHTSVILLE AVENUE
    WILMINGTON,NC28403     		    DENTAL PROGRAM OPERATIONS 18,500
    CAPE FEAR HEALTHNET
    3329-C WRIGHTSVILLE AVENUE
    WILMINGTON,NC28403     		    PATIENT NAVIGATORS 115,000
    CAPE FEAR HEALTHNET
    3329-C WRIGHTSVILLE AVENUE
    WILMINGTON,NC28403     		    DIABETIC RETINOPATHY 72,000
    CAPE FEAR LITERACY COUNCIL
    1012 S 17TH STREET
    WILMINGTON,NC28401     		    BUILDING RENOVATION 10,000
    CATHOLIC CHARITIES OF THE DIOCESE OF RALEIGH
    4006 PRINCESS PLACE DRIVE
    WILMINGTON,NC28405     		    FAMILY SERVICES - CASE MANAGEMENT 15,000
    CHILD DEVELOPMENT CENTER INC
    3802 PRINCESS PLACE DRIVE
    WILMINGTON,NC28405     		    GENERAL OPERATING SUPPORTGENERAL OPERATING SUPPORT 25,000
    CHILD DEVELOPMENT CENTER INC
    3802 PRINCESS PLACE DRIVE
    WILMINGTON,NC28405     		    GENERAL OPERATING SUPPORT 20,000
    CHILD DEVELOPMENT CENTER INC
    3802 PRINCESS PLACE DRIVE
    WILMINGTON,NC28405     		    GENERAL OPERATING SUPPORT 25,000
    COASTAL HORIZONS CENTER INC
    615 SHIPYARD BLVD
    WILMINGTON,NC28412     		    GENERAL OPERATING SUPPORT 120,000
    COMMUNITIES IN SCHOOLS OF BRUNSWICK COUNTY INC
    POST OFFICE BOX 10087
    SOUTHPORT,NC28461     		    ACTION FOR SUCCESS PROGRAM - CONTINUED SUPPORT 35,000
    COMMUNITIES IN SCHOOLS OF CAPE FEAR INC
    POST OFFICE BOX 398
    WILMINGTON,NC28402     		    DEVELOPMENT DIRECTOR 50,000
    COMMUNITY BOYS AND GIRLS CLUB OF WILMINGTON INC
    901 NIXON STREET
    WILMINGTON,NC28401     		    HEALTHY HABITS HEALTHY KIDS PROGRAM (1 OF 3) 20,000
    COMMUNITY CARE OF THE LOWER CAPE FEAR
    201 NORTH FRONT STREET 709
    WILMINGTON,NC28401     		    FOSTERING HEALTH PROGRAM 155,000
    DOSHER MEMORIAL HOSPITAL FOUNDATION
    924 N HOWE STREET
    SOUTHPORT,NC28461     		    RENOVATION PROJECT 150,000
    DREAMS OF WILMINGTON INC
    901 FANNING STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 30,000
    DUKE UNIVERSITY MEDICAL CENTER
    DUKE HOSPITAL SOUTH 013 BASEMENT
    PURPLE ZONE
    DURHAM,NC28801     		    BUNDLED TESTING & PATIENT NAVIGATION 30,000
    DUPLIN CHRISTIAN OUTREACH MINISTRIES
    514 SOUTH NORWOOD STREET
    WALLACE,NC28466     		    TECHNOLOGY SERVICE & EQUIPMENT UPGRADES 10,000
    EASTER SEALS UCP NC
    4000 WAKE FOREST ROAD
    RALEIGH,NC27609     		    PLAYGROUND RENOVATION 100,000
    FANNIE NORWOOD MEMORIAL HOME
    501 S 15TH STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 8,800
    FELLOWSHIP OF CHRISTIAN ATHLETES
    POST OFFICE BOX 86
    WILMINGTON,NC28402     		    GENERAL OPERATING SUPPORT 35,000
    FIRST FRUIT MINISTRIES
    2750 VANCE STREET
    WILMINGTON,NC28408     		    GENERAL OPERATING SUPPORT 25,000
    FOOD BANK OF CENTRAL & EASTERN NORTH CAROLINA
    1314 MARSTELLAR STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 50,000
    GOOD SHEPHERD MINISTRIES OF WILMINGTON INC
    811 MARTIN STREET
    WILMINGTON,NC28401     		    MEDICAL AND COUNSELING SERVICES 75,000
    KIDS MAKING IT INC
    15 SOUTH WATER STREET
    WILMINGTON,NC28401     		    MATCHING FUND (2 OF 2) 50,000
    LEADING INTO NEW COMMUNITIES INC
    POST OFFICE BOX 401
    WILMINGTON,NC28402     		    TRANSITIONAL LIVING FACILITY 80,000
    LIFE LINE PREGNANCY CENTER
    4522 FOUNTAIN DRIVE
    WILMINGTON,NC28403     		    GENERAL OPERATING SUPPORT 17,000
    MEDNORTH HEALTH CENTER
    925 N 4TH STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 60,000
    MERCY HOMELESS SHELTER INC
    411 RED CROSS STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 25,000
    MOTHER HUBBARD'S CUPBOARD
    315 RED CROSS STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 24,000
    NC NETWORK OF GRANTMAKERS
    3739 NATIONAL DRIVE SUITE 100
    RALEIGH,NC27612     		    2015 ANNUAL MEETING SPONSORSHIP 1,000
    NEW HANOVER COUNTY HEALTH DEPARTMENT
    2029 SOUTH 17TH STREET
    WILMINGTON,NC28401     		    EARLY INTERVENTION COLLABORATIVE PROJECT - CONTINUED SUPPORT 85,000
    NEW HANOVER COUNTY PARKS GARDENS & SENIOR RESOURCE CENTER
    230 GOVERNMENT CENTER DRIVE SUITE
    120
    WILMINGTON,NC28403     		    PRESCRIPTION DRUG ASSISTANCE PROGRAM - CONTINUED FUND 9,500
    NEW HOPE CLINIC INC
    POST OFFICE BOX 10601
    SOUTHPORT,NC28461     		    GENERAL OPERATING SUPPORT - CONTINUED SUPPORT 100,000
    NHC BLUE RIBBON COMMISSION
    507 MCRAE STREET
    WILMINGTON,NC28401     		    YOUTH ENRICHMENT ZONE INITIATIVE 20,000
    PENDER ALLIANCE FOR TEEN HEALTH
    POST OFFICE BOX 1057
    HAMPSTEAD,NC28443     		    GENERAL OPERATING SUPPORT 70,000
    PHOENIX EMPLOYMENT MINISTRY
    20 NORTH 4TH STREET SUITE 100
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 15,000
    PREVENT BLINDNESS NORTH CAROLINA
    4011 WEST CHASE BLVD SUITE 225
    RALEIGH,NC27607     		    GENERAL OPERATING SUPPORT 25,000
    QUALITY ENHANCEMENT FOR NON-PROFITS (QENO)
    UNCW 601 SOUTH COLLEGE ROAD RM 110B
    WILMINGTON,NC28403     		    GENERAL OPERATING SUPPORT - CONTINUED SUPPORT 55,000
    SALVATION ARMY
    POST OFFICE BOX 90
    WILMINGTON,NC28402     		    CASE MANAGER & LEAD HOUSING MONITOR - CONTINUED SUPPORT 55,000
    SMART START OF NEW HANOVER COUNTY
    3534 S COLLEGE RD
    WILMINGTON,NC28412     		    FAITH SUMMIT 1,000
    SPECIAL OLYMPICS OF NORTH CAROLINA
    2200 GATEWAY CENTRE BLVD SUITE 201
    MORRISVILLE,NC27560     		    MEDFEST PROGRAM 20,000
    ST MARY HEALTH CENTER
    412 ANN STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT & EMERGENCY ORAL SURGERY CARE 20,000
    ST MARY SOCIAL MINISTRYTILESTON OUTREACH
    412 ANN STREET
    WILMINGTON,NC28401     		    DIABETIC FOOD PANTRY 12,500
    THE CAROUSEL CENTER INC
    1501 DOCK STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 120,000
    UNC-WILMINGTON
    601 S COLLEGE ROAD
    WILMINGTON,NC28403     		    CENTER FOR HEALTH COMMUNITIES 60,000
    UNC-WILMINGTON
    601 S COLLEGE ROAD
    WILMINGTON,NC28403     		    COLLEGE OF HEALTH & HUMAN SCIENCES ENGAGEMENT SERIES 20,000
    WILMINGTON CARENET COUNSELING CENTER
    610 SOUTH COLLEGE ROAD
    WILMINGTON,NC28403     		    BENEVOLENT SERVICES/CLIENT AID PROGRAM 30,000
    WILMINGTON HEALTH ACCESS FOR TEENS
    4005 OLEANDER DRIVE
    WILMINGTON,NC28403     		    MENTAL HEALTH SERVICES AT SCHOOL BASED HEALTH CENTER 80,000
    YWCA LOWER CAPE FEAR
    2815 SOUTH COLLEGE ROAD
    WILMINGTON,NC28412     		    FLUID RECOVERY PROGRAM 15,000
    Total .................................bullet 3a 2,842,550
    bApproved for future payment
    BRIGADE BOYS AND GIRLS CLUB INC
    2759 VANCE STREET
    WILMINGTON,NC28412     		    TRIPLE PLAY PROGRAM - CONTINUED FUNDING 25,000
    CAPE FEAR HEALTHNET
    3329-C WRIGHTSVILLE AVENUE
    WILMINGTON,NC28403     		    DIABETIC RETINOPATHY 108,000
    CIS - CAPE FEAR
    20 NORTH 4TH STREET 210
    WILMINGTON,NC28401     		    DEVELOPMENT(CONTINGENCIES) 30,000
    COMMUNITY BOYS AND GIRLS CLUB OF WILMINGTON INC
    901 NIXON STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 15,000
    COMMUNITY CARE OF THE LOWER CAPE FEAR
    201 NORTH FRONT STREET 709
    WILMINGTON,NC28401     		    FOSTERING HEALTH 155,000
    DREAMS OF WILMINGTON INC
    901 FANNING STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 25,000
    FELLOWSHIP OF CHRISTIAN ATHLETES
    POST OFFICE BOX 86
    WILMINGTON,NC28402     		    GENERAL OPERATING SUPPORT 30,000
    MOTHER HUBBARD'S CUPBOARD
    315 RED CROSS STREET
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 24,000
    PHOENIX EMPLOYMENT MINISTRY
    20 NORTH 4TH STREET SUITE 100
    WILMINGTON,NC28401     		    GENERAL OPERATING SUPPORT 15,000
    ST MARY HEALTH CENTER
    412 ANN STREET
    WILMINGTON,NC28401     		    DENTAL PROGRAM 30,000
    ST MARY SOCIAL MINISTRY
    412 ANN STREET
    WILMINGTON,NC28401     		    DIABETIC FOOD PANTRY 12,500
    WILMINGTON HEALTH ACCESS FOR TEENS
    4005 OLEANDER DRIVE
    WILMINGTON,NC28403     		    SBHC MENTAL HEALTH SERVICES 80,000
    Total .................................bullet 3b 549,500
    Form 990-PF (2014)
    Form 990-PF (2014)
    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 ............     		    14 18,840  
    4 Dividends and interest from securities....     14 943,618  
    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..... 523000 7,555 15 24,573  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 3,881,219  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..     01 4,273  
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 7,555 4,872,523 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    134,880,078
    (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 (2014)
    Form 990-PF (2014)
    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
    Yes
    No
    organizations?
    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 namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2014)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CORPORATE STOCK & MUTUAL FUNDS 33,749,161 33,749,161

    TY 2014 InvestmentsGovtObligationsSch
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    US Government Securities - End of Year Book Value:

    16,077,745
    US Government Securities - End of Year Fair Market Value:

    16,077,745
    State & Local Government Securities - End of Year Book Value:


    0
    State & Local Government Securities - End of Year Fair Market Value:


    0


    TY 2014 LandEtcSchedule2
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    FURNITURE & EQUIPMENT 95,169 84,590 10,579 10,579


    TY 2014 OtherAssetsSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    SALES TAX RECEIVABLE 990 0 0


    TY 2014 OtherDecreasesSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Description Amount
       
       


    TY 2014 OtherExpensesSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OFFICE EXPENSE 9,022 361   8,661
    BANK CHARGES 30 0   30
    DUES & SUBSCRIPTIONS 7,799 1,560   6,239
    TELEPHONE 3,366 337   3,029
    INSURANCE EXPENSE 4,983 498   4,485
    ELECTRIC 2,164 216   1,947
    CABLE EXPENSE 4,036 404   3,632
    COMPUTER SYSTEM 17,967 1,797   16,170
    OTHER SUPPLIES 5,997 240   5,757
    SIGULER GUFF DISTRESSED REAL ESTATE ASP FUND, LLC NET LOSS 18,800 18,765   0
    PENALTY & FINE 539 0   0


    TY 2014 OtherIncomeSchedule2
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    VISTA ROYALTY INCOME 3,464 3,464 3,464
    2011 - 2013 SIGULER GUFF REAL ESTATE ASP FUND LLC K1 INCOME 21,109 21,109 21,109
    2011 - 2013 SIGULER GUFF REAL ESTATE ASP FUND LLC K1 UBTI 7,555 0 7,555


    TY 2014 OtherLiabilitiesSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED COMPENSATION PAYABLE 195,000 179,000


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER FEES 15,693 6,277   9,416
    INVESTMENT MANAGEMENT FEES 135,726 135,726   0


    TY 2014 TaxesSchedule
    Name:
    CAPE FEAR MEMORIAL FOUNDATION
    EIN: 56-1974747
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAXES AND LICENSES 46,623 0   0
    FOREIGN TAXES 626 626   0
    990-T TAXES 924 924   0
    NC TAXES 393 393   0