TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) OTHA LEE BIGGS........................................................................ BOARDMEMBER	1.00 .......................	X
(2) ALPHA JOHNSON........................................................................ BOARDMEMBER	1.00 .......................	X
(3) TONY G WALDROP........................................................................ BOARDMEMBER	1.00 .......................	X
(4) VERLA LEDLOW WILTERS........................................................................ BOARDMEMBER	1.00 .......................	X
(5) STEVEN P FURR........................................................................ BOARDMEMBER	1.00 .......................	X
(6) WALTER E PENRY JR........................................................................ BOARDMEMBER	1.00 .......................	X
(7) J ALLAN TUCKER........................................................................ BOARDMEMBER	1.00 .......................	X
(8) JOHN T WHIDDON........................................................................ BOARDMEMBER	1.00 .......................	X
(9) MARGARET D YOUNG........................................................................ BOARDMEMBER	1.00 .......................	X
(10) KEN SIMON........................................................................ BOARDMEMBER	1.00 .......................	X
(11) ELLEN F GREEN........................................................................ BOARDMEMBER	1.00 .......................	X
(12) GREGORY LUCE........................................................................ BOARDMEMBER	1.00 .......................	X
(13) ROBERT P HALL........................................................................ BOARDMEMBER	1.00 .......................	X
(14) THOMAS A ZOGHBY........................................................................ BOARDMEMBER	1.00 .......................	X
(15) NOLAN C LEAKE........................................................................ BOARDMEMBER	1.00 .......................	X
(16) JOAN SINNOTT........................................................................ BOARDMEMBER	1.00 .......................	X
(17) LOWELL J BONDS........................................................................ BOARDMEMBER	1.00 .......................	X	X

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	4,730,966	4,730,966
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	553,124	441,900	92,815	18,409
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	366,204	250,952	115,252
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	141,614	109,043	31,155	1,416
9	Other employee benefits .......	62,394	48,044	13,726	624
10	Payroll taxes ...........	59,594	45,888	13,110	596
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	331,344	282,692	48,652
c	Accounting ...........	156,547	120,541	36,006
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	321,777	321,777
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....
12	Advertising and promotion ....
13	Office expenses .......	44,549	34,325	10,224
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	28,141	21,668	6,473
17	Travel ............	981	755	226
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	130,395	100,404	29,991
20	Interest ...........	45,879	45,879
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	93,351	71,880	21,471
23	Insurance ..............	250,090	199,948	50,142
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	TIMBER MGT & MAINT	344,026	344,026
b	PROPERTY TAX	183,468	177,368	6,100
c	CONSULTANT AND PROF FEE	153,711	139,100	14,611
d	REPAIR AND MAINT EXP	80,059	61,646	18,413
e	All other expenses	69,799	60,845	8,954
25	Total functional expenses. Add lines 1 through 24e	8,148,013	7,609,647	517,321	21,045
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	665,269	1	1,214,909
2	Savings and temporary cash investments .........		2
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	51,104	4	18,788
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............		8
9	Prepaid expenses and deferred charges ..........		9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	220,869,358
b	Less: accumulated depreciation .....	10b	1,289,269	183,227,439	10c	219,580,089
11	Investments—publicly traded securities ..........	133,236,170	11	132,513,427
12	Investments—other securities. See Part IV, line 11 .....	10,675,125	12	10,068,738
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	1,427,605	15	1,391,060
16	Total assets. Add lines 1 through 15 (must equal line 34)......	329,282,712	16	364,787,011
	17	Accounts payable and accrued expenses .........	836,981	17	1,205,836
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..	3,954,121	23	0
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	95,000	25	80,000
26	Total liabilities. Add lines 17 through 25.........	4,886,102	26	1,285,836
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	63,961,209	27	97,894,488
28	Temporarily restricted net assets ...........	90,909,128	28	96,033,148
29	Permanently restricted net assets ...........	169,526,273	29	169,573,539
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	324,396,610	33	363,501,175
34	Total liabilities and net assets/fund balances ........	329,282,712	34	364,787,011

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ............................. 1

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) UNIVERSITY OF SOUTH ALABAMA	630477348	Yes		4,730,966	0

Total 1				4,730,966

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Yes

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Yes

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

Yes

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
PART IV, SECTION A, LINE 2:	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION'S SUPPORTED ORGANIZATION IS THE UNIVERSITY OF SOUTH ALABAMA, A STATE UNIVERSTIY.
PART IV, SECTION D, LINE 3:	SERVING ON THE BOARD OF DIRECTORS OF THE USA FOUNDATION ARE THE CHAIRMAN PRO TEMPORE OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF SOUTH ALABAMA, THE VICE CHAIRMAN OF THE UNIVERSITY BOARD, AND THE PRESIDENT OF THE UNIVERSITY, AS WELL AS A REPRESENTATIVE FROM THE FACULTY OF THE UNIVERSITY AND A REPRESENTATIVE OF THE ALUMNI OF THE UNIVERSITY. THESE INDIVIDUALS PROVIDE A STRONG UNDERSTANDING AND VOICE OF THE NEEDS OF THE UNIVERSITY TO THE FOUNDATION PROVIDING A UNIQUE UNDERSTANDING AND RESPONSIVENESS TO THOSE NEEDS. THE FOUNDATION AND MEMBERS OF THE FOUNDATION BOARD INTERACT WITH THE UNIVERSITY THROUGH A PROCESS THAT INCLUDES INFORMAL MEETINGS WITH UNIVERSITY ADMINISTRATORS AND FOUNDATION REPRESENTATIVES, DISCUSSIONS AND DIALOGUE THROUGH SMALL GROUPS AND FINALLY DISCUSSIONS AND ACTIONS AT FORMAL BOARD MEETINGS. THE REQUESTS FOR SUPPORT OF UNIVERSITY PROGRAMS ARE RECOMMENDED THROUGH THE PRESIDENT OF THE UNIVERSITY TO THE FOUNDATION. SUCH REQUESTS AND DIALOGUE CREATES AN UNDERSTANDING OF THE NEEDS OF THE UNIVERSITY AND RESULTS IN THE FOUNDATION'S SUPPORT OF UNIQUE AND CRITICAL UNIVERSITY PROGRAMS, FACULTY NEEDS AND SCHOLARSHIP INITIATIVES, AS DESCRIBED IN THIS SCHEDULE. THE PROCESS OF INTERACTION IS ONGOING AND LEADS TO A CLEAR RESPONSIVENESS AND UNDERSTANDING BY BOTH THE SUPPORTED ORGANIZATION AND THE FOUNDATION. THE REPRESENTATIVES OF THE SUPPORTED ORGANIZATION, WHO SERVE ON THE FOUNDATION BOARD, ACTIVELY PARTICIPATE IN THE DELIBERATIONS OF THE BOARD IN INVESTMENTS, ALLOCATION OF ASSETS, AND INVESTMENT POLICIES THAT ARE BENEFICIAL TO THE LONG-TERM GOALS AND MISSION OF THE FOUNDATION, THE SUPPORT OF THE UNIVERSITY. THE FOUNDATION BOARD ROUTINELY RECEIVES REPORTS ON THE INVESTMENTS OF THE FOUNDATION AND THE RETURNS ON THOSE INVESTMENTS AND SHAPES THE POLICIES OF THE INVESTMENTS-AT ALL LEVELS. THE INVESTMENT OF THE BROOKLEY PROPERTY, DESCRIBED IN SECTION IV, E. 1C, IS AN EXAMPLE OF THE ACTIVE PARTICIPATION OF THE REPRESENTATIVES OF THE SUPPORTED ORGANIZATION, NOT ONLY IN WORKING THROUGH A WAY IN WHICH TO SUPPORT A CRITICAL PROGRAM OF THE UNIVERSITY, BUT ALSO IN RECOMMENDING AN INVESTMENT AND IN EVALUATING THE POLICIES RELATING TO SUCH INVESTMENT OVER TIME.
PART IV, SECTION E, LINE 1C:	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION'S SUPPORTED ORGANIZATION IS THE UNIVERSITY OF SOUTH ALABAMA, A STATE INSTITUTION, ESTABLISHED BY ACT OF THE LEGISLATURE OF THE STATE OF ALABAMA IN 1963. THE USA FOUNDATION SOLELY SUPPORTS THE UNIVERSITY OF SOUTH ALABAMA, ITS SUPPORTED ORGANIZATION, IN RESPONSE TO THE NEEDS, REQUESTS AND SUGGESTIONS PROPOSED BY THE UNIVERSITY OF SOUTH ALABAMA. THE USA FOUNDATION FURTHER ENGAGES IN ACTIVITIES SUBSTANTIALLY ALL OF WHICH DIRECTLY FURTHER THE EXEMPT PURPOSE OF THE UNIVERSITY OF SOUTH ALABAMA BY PERFORMING THE FUNCTIONS OF, OR CARRYING OUT THE PURPOSE OF, SUCH SUPPORTED ORGANIZATION AND WHICH, BUT FOR THE INVOLVEMENT OF THE USA FOUNDATION (THE SUPPORTING ORGANIZATION), WOULD NORMALLY BE CARRIED OUT BY THE UNIVERSITY OF SOUTH ALABAMA. IN SUPPORT OF THE UNIVERSITY OF SOUTH ALABAMA, THE FOUNDATION HAS PROVIDED MORE THAN $147 MILLION SINCE 1990 - SUPPORTING ACADEMIC PROGRAMS, SCHOLARSHIPS AND FACULTY SUPPORT, ALL WHICH ARE RESPONSIVE TO THE UNIVERSITY OF SOUTH ALABAMA AND WHICH WOULD OTHERWISE REQUIRE THE UNIVERSITY OF SOUTH ALABAMA, THE SUPPORTED ORGANIZATION, TO CARRY OUT OR SUPPORT OR PERFORM. THE FOLLOWING ARE HIGHLIGHTS OF THE FOUNDATION'S SUPPORT OF THE UNIVERSITY OF SOUTH ALABAMA, ITS RESPONSIVENESS TO REQUESTS BY THE UNIVERSITY OF SOUTH ALABAMA. THE LIST ILLUSTRATES THE SUPPORT PROVIDED TO MORE THAN 100 SCHOLARSHIPS, 35 PROFESSORSHIPS, NATIONALLY-RECOGNIZED LECTURERS AND NUMEROUS ACADEMIC PROGRAMS. IN 2010 AND IN FURTHERANCE OF THE FINANCIAL SUPPORT BY THE FOUNDATION TO THE UNIVERSITY IN CARRYING OUT ITS CRITICAL MISSION IN HEALTHCARE/ACADEMIC MEDICINE AND IN RESPONSE TO THE REQUEST OF THE SUPPORTED ORGANIZATION, THE FOUNDATION PROVIDED $20 MILLION TO THE UNIVERSITY BY PURCHASING A 327-ACRE PROPERTY (THE BROOKLEY PROPERTY) OWNED BY THE SUPPORTED ORGANIZATION. THIS PURCHASE PROVIDED CRITICAL SUPPORT FOR AN EXPANSION OF THE UNIVERSITY'S CHILDREN'S AND WOMEN'S HOSPITAL, WHICH, IN TURN, PROVIDED A CORE SERVICE AND ACADEMIC FOCUS OF THE SUPPORTED ORGANIZATION'S COLLEGE OF MEDICINE AND HEALTHCARE SYSTEM. THE FOUNDATION'S PURCHASE ALLOWED THE EXPANSION TO MOVE FORWARD, THEREBY FACILITATING AND CARRYING OUT THE PURPOSE OF THE SUPPORTED ORGANIZATION. THE FOUNDATION CONTINUES ITS PLAN TO MARKET THE BROOKLEY PROPERTY FOR THE HIGHEST AND BEST USE TO INVESTOR/DEVELOPERS. THE BENEFIT DERIVED FROM THIS INVESTMENT WILL INURE TO THE SUPPORTED ORGANIZATION, ITS NEEDS, REQUESTS AND PROGRAM GROWTH IN THE FUTURE. BUT FOR THE FOUNDATION'S PRO-ACTIVE EFFORTS IN MARKETING THE PROPERTY, THE SUPPORTED ORGANIZATION WOULD OTHERWISE BE INVOLVED IN THIS EFFORT. OTHER PROGRAMMATIC SUPPORT INCLUDES $470,500 TO PROVIDE NEEDED SUPPORT TO 22 GRADUATE FELLOWSHIPS AND STIPEND SUPPORT TO 132 OTHER GRADUATE ASSISTANTSHIPS. THIS RECURRING SUPPORT WAS AT THE REQUEST OF THE UNIVERSITY WHEN ITS NEW GRADUATE PROGRAMS WERE APPROVED. BUT FOR THAT SUPPORT, THE UNIVERSITY OF SOUTH ALABAMA COULD NOT HAVE PROVIDED FUNDING FOR THOSE GRADUATE ASSISTANTSHIPS CRITICAL FOR THOSE PROGRAMS OF THE SUPPORTED ORGANIZATION TO BE COMPETITIVE IN ATTRACTING HIGH CALIBER STUDENTS. THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION SUPPORTS 35 PROFESSORSHIPS CRITICAL TO THE MISSION OF THE UNIVERSITY OF SOUTH ALABAMA. THE FOUNDATION CONTRIBUTED $1,911,925 IN SUPPORT OF THESE PROFESSORSHIPS WHICH THE UNIVERSITY WOULD HAVE TO FUND IF NOT FOR THE ACTIVITIES AND EFFORTS OF THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION. ANNUALLY THE FOUNDATION PROVIDES $750,000 IN SCHOLARSHIP FUNDS FOR THE WHIDDON/HONORS PROGRAM AT THE UNIVERSITY OF SOUTH ALABAMA. THE FOUNDATION HAS PROVIDED $11,250,000 TO THE PROGRAM SINCE 1998. THE PROGRAM ENROLLS APPROXIMATELY 200 STUDENTS WHO ARE GUIDED THROUGH A RIGOROUS RESEARCH AND ACADEMIC PROGRAM BY FACULTY MENTORS. THE PROGRAM ENABLES THE UNIVERSITY OF SOUTH ALABAMA TO RECRUIT STUDENTS OF EXCELLENCE, RAISING THE BAR OF THE EDUCATIONAL EXPERIENCE FOR ALL. IN THE FISCAL YEAR 2016, IN RESPONSE TO A REQUEST BY THE UNIVERSITY CAUSED BY INCREASED COSTS AND WITH NO ALTERNATIVE SOURCE OF FUNDING, THE FOUNDATION APPROVED AN ADDITIONAL $250,000 FOR THE PROGRAM. THE FOUNDATION HAS PROVIDED KEY SUPPORT TO THE MITCHELL CANCER INSTITUTE OF THE UNIVERSITY OF SOUTH ALABAMA. TO DATE, THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION HAS CONTRIBUTED $18,151,586 TO THE MITCHELL CANCER INSTITUTE. THIS SUPPORT INCLUDES FOUR CRITICAL FACULTY POSITIONS, INCLUDING THE EXECUTIVE DIRECTOR OF THE INSTITUTE, TOTALING $280,816 FOR THE FISCAL YEAR 2015, ENABLING THE UNIVERSITY TO RECRUIT AND RETAIN INTERNATIONALLY RECOGNIZED RESEARCHERS AND ACADEMICIANS IN THIS CRITICALLY IMPORTANT PROGRAM OF THE UNIVERSITY. IN THE FISCAL YEAR 2016, THE FOUNDATION WILL COMPLETE ITS INITIAL $12 MILLION COMMITMENT OF SUPPORT, WHICH WAS A CORE BASIS IN ESTABLISHING THE INSTITUTE.

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Name of the organization

UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Part III

Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	324,396,610	299,424,944	284,481,819	284,211,930	264,246,593
b	Contributions ........	16,050	56,925	16,300	195,570	22,232
c	Net investment earnings, gains, and losses	47,236,528	33,020,566	23,069,917	8,060,575	27,871,686
d	Grants or scholarships .....	-4,730,966	-4,515,680	-4,449,038	-4,426,156	-4,169,744
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....	-3,417,047	-3,590,145	-3,694,054	-3,560,100	-3,758,837
g	End of year balance ......	363,501,175	324,396,610	299,424,944	284,481,819	284,211,930

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

26.930 %

Permanent endowment SchDMd Bullet

46.650 %

Temporarily restricted endowment SchDMd Bullet

26.420 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	218,056,840		218,056,840
b	Buildings ................	1,373,396	323,061	1,050,335
c	Leasehold improvements ............
d	Equipment ................	863,860	740,239	123,621
e	Other .................	575,262	225,969	349,293
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				219,580,089

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DEPOSITS		80,000








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		80,000
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART V, LINE 4:	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION'S ENDOWMENT IS COMPRISED OF INDIVIDUAL FUNDS TO BE USED FOR SPECIFIC SCHOLARSHIPS, FACULTY POSITIONS, AND ACADEMIC PROGRAMS. THESE ENDOWMENT FUNDS WERE CREATED FROM INITIAL GIFTS OR CONTRIBUTIONS WITH THE INCOME AND APPRECIATION GENERATED FROM THESE ENDOWMENT FUNDS USED TO FUND VARIOUS SCHOLARSHIPS, FACULTY POSITIONS, AND ACADEMIC PROGRAMS FOR THE UNIVERSITY OF SOUTH ALABAMA.

Return Reference

Explanation

PART V, LINE 4:

THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION'S ENDOWMENT IS COMPRISED OF INDIVIDUAL FUNDS TO BE USED FOR SPECIFIC SCHOLARSHIPS, FACULTY POSITIONS, AND ACADEMIC PROGRAMS. THESE ENDOWMENT FUNDS WERE CREATED FROM INITIAL GIFTS OR CONTRIBUTIONS WITH THE INCOME AND APPRECIATION GENERATED FROM THESE ENDOWMENT FUNDS USED TO FUND VARIOUS SCHOLARSHIPS, FACULTY POSITIONS, AND ACADEMIC PROGRAMS FOR THE UNIVERSITY OF SOUTH ALABAMA.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number
63-6065809

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) UNIVERSITY OF SOUTH ALABAMA 307 N UNIVERSITY BLVD MOBILE,AL36688	63-0477348	4,730,966	SCHOLARSHIPS, FACULTY POSITIONS, AND OTHER SUPPORT

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
SCHEDULE I:	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION FUNDS VARIOUS SCHOLARSHIPS, FACULTY POSITIONS, AND OTHER SUPPORT TO THE UNIVERSITY OF SOUTH ALABAMA. THE UNIVERSITY OF SOUTH ALABAMA DETERMINES ELIGIBILITY AND AWARDING OF SCHOLARSHIPS TO WORTHY STUDENTS. THE UNIVERSITY ALSO DETERMINES THE PLACEMENT OF FACULTY POSITIONS AND CURRENT NEED FOR SUPPORT OF OTHER MORE SPECIFIC PROGRAMS. FUNDING TO THE UNIVERSITY IS BASED IN PART ON PERCENTAGE OF THE FOUNDATION'S NET ASSETS.

Return Reference

Explanation

SCHEDULE I:

THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION FUNDS VARIOUS SCHOLARSHIPS, FACULTY POSITIONS, AND OTHER SUPPORT TO THE UNIVERSITY OF SOUTH ALABAMA. THE UNIVERSITY OF SOUTH ALABAMA DETERMINES ELIGIBILITY AND AWARDING OF SCHOLARSHIPS TO WORTHY STUDENTS. THE UNIVERSITY ALSO DETERMINES THE PLACEMENT OF FACULTY POSITIONS AND CURRENT NEED FOR SUPPORT OF OTHER MORE SPECIFIC PROGRAMS. FUNDING TO THE UNIVERSITY IS BASED IN PART ON PERCENTAGE OF THE FOUNDATION'S NET ASSETS.

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1MAXEY J ROBERTSMANAGING DIRECTOR/BOARDMEM	(i) (ii)	252,799 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	1,762 ............................... 0	254,561 ............................... 0	0 ............................... 0
2BRAD B ROBERTSCONTROLLER	(i) (ii)	158,148 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	1,762 ............................... 0	159,910 ............................... 0	0 ............................... 0
3ROBERT M HOPEINVESTMENT MANAGER	(i) (ii)	138,755 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	17,220 ............................... 0	155,975 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Return Reference	Explanation
FORM 990, PART III, LINE 1	OTHER PROGRAMMATIC SUPPORT INCLUDES $750,000 ANNUALLY TO SUPPORT SCHOLARSHIPS FOR STUDENTS IN THE HONORS PROGRAM, THAT HAS TOTALED $11,250,000 OVER THE PERIOD SINCE INCEPTION, AS WELL AS PROVIDING FINANCIAL SUPPORT TO 35 FACULTY POSITIONS, SUPPORT OF 151 DESIGNATED SCHOLARSHIPS, A TOTAL COMMITMENT OF $500,000 TO A FUND TO SUPPORT THE COLLEGES OF ENGINEERING AND COMPUTING AND TO NUMEROUS ONGOING ACADEMIC PROGRAMS. ADDITIONALLY, THE FOUNDATION ENGAGES IN ONGOING DIALOGUE WITH THE UNIVERSITY COMMUNITY, ITS FACULTY AND STUDENTS THROUGH MORE THAN FIFTEEN EVENTS ANNUALLY, INCLUDING RECEPTIONS, LECTURES, LUNCHEONS AND OTHER EVENTS. AS A FURTHER EXAMPLE OF THE SUPPORT BY THE FOUNDATION IN ACTIVITIES TO SUPPORT THE UNIVERSITY, IN 2010 AND IN FURTHERANCE OF THE FINANCIAL SUPPORT BY THE FOUNDATION TO THE UNIVERSITY IN CARRYING OUT ITS CRITICAL MISSION IN HEALTHCARE AND ACADEMIC MEDICINE, THE FOUNDATION PURCHASED A 327-ACRE PROPERTY, THE BROOKLEY CAMPUS, FROM THE UNIVERSITY, WHICH PURCHASE OF $20 MILLION SUPPORTED THE COMPLETION OF AN EXPANSION AT THE UNIVERSITY'S CHILDREN'S AND WOMEN'S HOSPITAL (DESCRIPTION OF THIS TRANSACTION IS DETAILED HEREIN). SERVING ON THE BOARD OF DIRECTORS OF THE USA FOUNDATION ARE THE CHAIRMAN PRO TEMPORE OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF SOUTH ALABAMA, THE VICE CHAIRMAN OF THE UNIVERSITY BOARD, AND THE PRESIDENT OF THE UNIVERSITY, AS WELL AS A REPRESENTATIVE FROM THE FACULTY OF THE UNIVERSITY AND A REPRESENTATIVE OF THE ALUMNI OF THE UNIVERSITY. THESE INDIVIDUALS PROVIDE A STRONG UNDERSTANDING AND VOICE OF THE NEEDS OF THE UNIVERSITY TO THE FOUNDATION PROVIDING A UNIQUE UNDERSTANDING AND RESPONSIVENESS TO THOSE NEEDS. THE FOUNDATION AND THE MEMBERS OF THE FOUNDATION BOARD INTERACT WITH THE UNIVERSITY THROUGH A PROCESS THAT INCLUDES INFORMAL MEETINGS WITH UNIVERSITY ADMINISTRATORS AND FOUNDATION REPRESENTATIVES, DISCUSSIONS AND DIALOGUE THROUGH SMALL GROUPS AND FINALLY DISCUSSIONS AND ACTIONS AT FORMAL BOARD MEETINGS. THIS BASIS OF DIALOGUE CREATES AN UNDERSTANDING OF THE NEEDS OF THE UNIVERSITY AND HAS RESULTED IN THE FOUNDATION'S SUPPORT OF UNIQUE AND CRITICAL UNIVERSITY PROGRAMS, FACULTY NEEDS AND SCHOLARSHIP INITIATIVES, AS DESCRIBED IN THIS SCHEDULE. THIS PROCESS OF INTERACTION IS ONGOING AND LEADS TO A DEPTH OF RESPONSIVENESS AND UNDERSTANDING BY BOTH THE UNIVERSITY AND THE FOUNDATION. OVER THE LAST TEN YEARS, NEARLY $55 MILLION HAS BEEN CONTRIBUTED TO THE UNIVERSITY, REFLECTING THE CENTRAL PHILOSOPHY OF ENDOWMENT FOUNDATIONS TO SUPPORT CURRENT NEEDS, WHILE ASSURING THE PURCHASING POWER IN THE FUTURE OF ENDOWMENT ASSETS AND PRESERVING STRONG ENDOWMENT ASSETS TO ASSURE SUPPORT OF THE MANY PROGRAMS AND SERVICES, AS WELL AS THE FACULTY AND STUDENTS, OF THE UNIVERSITY.
FORM 990, PART VI, SECTION B, LINE 11	FORM 990 IS PREPARED BY THE FOUNDATION'S MANAGEMENT AND INDEPENDENT TAX CONSULTANTS. UPON COMPLETION, FORM 990 IS SUBMITTED TO THE FOUNDATION'S INVESTMENT AND AUDIT COMMITTEE FOR REVIEW AND THEN TO THE BOARD OF DIRECTORS FOR APPROVAL.
FORM 990, PART VI, SECTION B, LINE 12C	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION HAS A WRITTEN CODE OF CONDUCT AND ETHICS POLICY ("CODE") FOR ITS DIRECTORS, OFFICERS, AND EMPLOYEES. WITHIN THE CODE, THE FOUNDATION HAS INCORPORATED ITS CONFLICT OF INTEREST POLICY. THE FOUNDATION REVIEWS THE POLICY ANNUALLY AND REQUIRES ALL FOUNDATION DIRECTORS, OFFICERS, AND EMPLOYEES TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE DISCLOSING ANY CONFLICTS.
FORM 990, PART VI, SECTION B, LINE 15	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION DETERMINES COMPENSATION OF MANAGEMENT AND KEY EMPLOYEES INITIALLY THROUGH AN INDEPENDENT COMPENSATION STUDY AND REVIEW OF RELEVANT DATA. THE INFORMATION IS PRESENTED TO THE FOUNDATION'S INVESTMENT AND AUDIT COMMITTEE FOR ITS REVIEW AND ACTION WITH RESPECT TO COMPENSATION.
FORM 990, PART VI, SECTION C, LINE 19	THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION PROVIDES, TO THE PUBLIC, ACCESS TO ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS. ALL SUCH DOCUMENTS ARE MADE AVAILABLE UPON REQUEST. FURTHER, THE FOUNDATION'S ARTICLES OF INCORPORATION ARE FILED IN THE PROBATE COURT OF MOBILE COUNTY, ALABAMA, AND THE FOUNDATION MAKES AVAILABLE TO THE PUBLIC ITS GOVERNING DOCUMENTS. THE FOUNDATION'S AUDITED FINANCIAL STATEMENTS ARE FORWARDED TO THE UNIVERSITY OF SOUTH ALABAMA AND MADE AVAILABLE TO THE LOCAL NEWSPAPER. THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION'S FORM 990 IS AVAILABLE ON REQUEST, AND THE FOUNDATION ALSO DISCLOSES ITS NET ASSETS ON ITS WEBSITE.
DESCRIPTION OF LOAN PAYABLE:	DURING THE FISCAL YEAR ENDING JUNE 30, 2011, THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION PURCHASED 327 ACRES FROM THE UNIVERSITY OF SOUTH ALABAMA, KNOWN AS THE BROOKLEY CAMPUS. THE PROPERTY WAS PURCHASED FROM THE UNIVERSITY OF SOUTH ALABAMA IN FURTHERANCE OF THE FINANCIAL SUPPORT OF THE UNIVERSITY BY THE FOUNDATION IN ORDER TO ASSIST THE UNIVERSITY IN CARRYING OUT ITS TAX EXEMPT PURPOSE AND SPECIFICALLY IN ORDER TO FUND THE PEDIATRIC EXPANSION OF THE UNIVERSITY OF SOUTH ALABAMA CHILDREN'S AND WOMEN'S HOSPITAL, AN INTEGRAL PART OF THE TEACHING MISSION AND HEALTH SERVICES MISSIONS OF THE UNIVERSITY OF SOUTH ALABAMA. THE PURCHASE WAS $20,000,000 TO BE PAID IN FIVE ANNUAL INSTALLMENTS OF $4,000,000. UNDER THE PURCHASE AGREEMENT, FOR A FIVE-YEAR USE PERIOD, THE UNIVERSITY RETAINS COMPLETE USE OF THE BUILDING AND IMPROVEMENTS ON THE 327-ACRE PROPERTY, INCLUDING THE ABILITY TO LEASE FACILITIES AND TO RETAIN ANY AND ALL RENT FROM SUCH LEASES, FURTHER ASSISTING THE UNIVERSITY OF SOUTH ALABAMA IN ITS MISSION OF EDUCATIONAL PURPOSES. THE FINAL PAYMENT ON THE INSTALLMENT NOTE WAS PAID IN NOVEMBER 2014. (PART X, LINE 23) THIS PURCHASE PROVIDED THE UNIVERSITY WITH THE FUNDS TO FURTHER ITS TAX-EXEMPT PURPOSE, AND ENABLE THE UNIVERSITY TO FOCUS ITS ACTIVITIES MORE ON PROVISION OF EDUCATION AND LESS ON THE OWNERSHIP OF PROPERTY. THE PROPERTY, KNOWN AS THE BROOKLEY CAMPUS, IS HELD IN A SUBSIDIARY OF THE UNIVERSITY OF SOUTH ALABAMA FOUNDATION, BROOKLEY BAY FRONT PROPERTIES, LLC. BROOKLEY BAY FRONT PROPERTIES, LLC IS CLASSIFIED AS A DISREGARDED ENTITY AS IS LISTED ON SCHEDULE R, PART I.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

UNIVERSITY OF SOUTH ALABAMA FOUNDATION

Employer identification number

63-6065809

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) BROOKLEY BAY FRONT PROPERTIES LLC PO BOX 3148 MOBILE,AL366523148 27-3506316	REAL ESTATE	AL	0	58,217,449	USAF

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) KNOLLWOOD DEVELOPMENT INC PO BOX 3148 MOBILE,AL366523148 63-1053940	REAL ESTATE	AL	USAF	C		1,513,266	100.000 %		No
(2) SHUBUTA TIMBER SERVICES INC PO BOX 3148 MOBILE,AL366523148 63-1234748	TIMBER SERVICES	AL	USAF	C	963,194	317,223	100.000 %		No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved
(1) SHUBUTA TIMBER SERVICES INC	J	139,440
(2) SHUBUTA TIMBER SERVICES INC	M	963,194
(3) SHUBUTA TIMBER SERVICES INC	P	1,118,300
(4) SHUBUTA TIMBER SERVICES INC	L	12,000
(5) SHUBUTA TIMBER SERVICES INC	Q	545,000
(6) KNOLLWOOD DEVELOPMENT INC	P	12,500
(7) BROOKLEY BAY FRONT PROPERTIES LLC	R	4,000,000
(8) BROOKLEY BAY FRONT PROPERTIES LLC	P	254,000

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO SUPPORT THE EDUCATIONAL PROGRAMS OF THE UNIVERSITY OF SOUTH ALABAMA.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	21
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	20
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	12
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	151,440
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-98,299

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	56,925	16,050
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	6,196,384	7,389,520
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	941,419	933,671
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	7,194,728	8,339,241
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	4,515,680	4,730,966
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	1,240,791	1,182,930
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 21,045
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	2,349,353	2,234,117
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	8,105,824	8,148,013
19	Revenue less expenses. Subtract line 18 from line 12.......	-911,096	191,228
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	329,282,712	364,787,011
21	Total liabilities (Part X, line 26).............	4,886,102	1,285,836
22	Net assets or fund balances. Subtract line 21 from line 20.....	324,396,610	363,501,175

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 7,609,647 including grants of $ 4,730,966 ) (Revenue $ )
	CONTRIBUTIONS TO THE UNIVERSITY OF SOUTH ALABAMA

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses7,609,647

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	549,702	0	20,744

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) JOHN MCMILLAN........................................................................ BOARDMEMBER	1.00 .......................	X	X	0	0	0
(19) A JEANNE SYLVESTRE........................................................................ BOARDMEMBER	1.00 .......................	X	X	0	0	0
(20) ROBERT D WORD........................................................................ BOARDMEMBER	1.00 .......................	X	X	0	0	0
(21) MAXEY J ROBERTS........................................................................ MANAGING DIRECTOR/BOARDMEM	40.00 .......................	X	X	252,799	0	1,762
(22) BRAD B ROBERTS........................................................................ CONTROLLER	40.00 .......................	X	X	158,148	0	1,762
(23) ROBERT M HOPE........................................................................ INVESTMENT MANAGER	40.00 .......................	X	X	138,755	0	17,220

(A) Name and business address	(B) Description of services	(C) Compensation
JONES WALKER LLP N WATER ST STE 1200 MOBILE,AL36603	LEGAL SERVICES	273,752
DELOITTE & TOUCHE LLP 420 N 20TH STREET BIRMINGHAM,AL35203	AUDITING & TAX	146,667



2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 2

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		16,050

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			16,050
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest, and other similar amounts).......			2,146,489			2,146,489
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........			114,834			114,834
		(i) Real	(ii) Personal
6a	Gross rents	713,244
b	Less: rental expenses	45,847
c	Rental income or (loss)	667,397
d	Net rental income or (loss).......			667,397			667,397
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	10,397,290	3,441,228
b	Less: cost or other basis and sales expenses	6,694,261	1,901,226
c	Gain or (loss)	3,703,029	1,540,002
d	Net gain or (loss)..........			5,243,031			5,243,031
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	HEAVY EQUIPMENT USAGE		110000	139,440		139,440
b	ACCOUNTING AND ADMIN.		541200	12,000		12,000
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			151,440
12	Total revenue. See Instructions......			8,339,241	0	151,440	8,171,751


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			665,269	1	1,214,909
2	Savings and temporary cash investments .........				2
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			51,104	4	18,788
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	220,869,358
b	Less: accumulated depreciation .....	10b	1,289,269	183,227,439	10c	219,580,089
11	Investments—publicly traded securities ..........			133,236,170	11	132,513,427
12	Investments—other securities. See Part IV, line 11 .....			10,675,125	12	10,068,738
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			1,427,605	15	1,391,060
16	Total assets. Add lines 1 through 15 (must equal line 34)......			329,282,712	16	364,787,011
17	Accounts payable and accrued expenses .........			836,981	17	1,205,836
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			3,954,121	23	0
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			95,000	25	80,000
26	Total liabilities. Add lines 17 through 25.........			4,886,102	26	1,285,836
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			63,961,209	27	97,894,488
28	Temporarily restricted net assets ...........			90,909,128	28	96,033,148
29	Permanently restricted net assets ...........			169,526,273	29	169,573,539
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			324,396,610	33	363,501,175
34	Total liabilities and net assets/fund balances ........			329,282,712	34	364,787,011