Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
BENWOOD FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)736 MARKET STREET NO 1600
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHATTANOOGA, TN37402
A Employer identification number

62-0476283
B Telephone number (see instructions)

(423) 267-4311
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$102,204,032J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 1,359,723 1,359,723  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 6,071,997
b Gross sales price for all assets on line 6a 6,509,169
7 Capital gain net income (from Part IV, line 2)... 6,071,997
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment -851,767 0  
12 Total. Add lines 1 through 11........ 6,579,953 7,431,720  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 242,946 24,295   200,651
14 Other employee salaries and wages...... 461,540 46,154   415,386
15 Pension plans, employee benefits....... 94,272 9,427   84,845
16a Legal fees (attach schedule)......... Click to see attachment 5,213 521   4,692
b Accounting fees (attach schedule)....... Click to see attachment 16,000 1,600   14,400
c Other professional fees (attach schedule).... Click to see attachment 75,030 75,030   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 142,833 45,134   97,699
19 Depreciation (attach schedule) and depletion... 50,835 5,084  
20 Occupancy.............. 124,454 12,445   112,009
21 Travel, conferences, and meetings....... 21,157 2,116   19,041
22 Printing and publications.......... 584 58   526
23 Other expenses (attach schedule)....... Click to see attachment 1,083,388 18,589   1,064,800
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,318,252 240,453   2,014,049
25 Contributions, gifts, grants paid....... 8,781,840 8,781,840
26 Total expenses and disbursements. Add lines 24 and 25 11,100,092 240,453   10,795,889
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -4,520,139
b Net investment income (if negative, enter -0-) 7,191,267
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 11,673 82,610 82,610
2 Savings and temporary cash investments......... 1,952,838 3,927,175 3,927,175
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   5,987,531    
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........   9,553 9,553
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule)....... 6,334,391 Click to see attachment0 0
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 99,208,867 Click to see attachment97,667,588 97,667,588
14 Land, buildings, and equipment: basis bullet570,880
Less: accumulated depreciation (attach schedule) bullet489,479 123,093 Click to see attachment81,401 81,401
15 Other assets (describe bullet) Click to see attachment279,305 Click to see attachment435,705 Click to see attachment435,705
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 113,897,698 102,204,032 102,204,032
Liabilities 17 Accounts payable and accrued expenses.......... 22,192 759,681
18 Grants payable.................. 8,736,000 6,611,770
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment-17,131 Click to see attachment0
23 Total liabilities (add lines 17 through 22)......... 8,741,061 7,371,451
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 105,156,637 94,832,581
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 105,156,637 94,832,581
31 Total liabilities and net assets/fund balances (see instructions). 113,897,698 102,204,032
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
105,156,637
2
Enter amount from Part I, line 27a .....................
2
-4,520,139
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
2,124,230
4
Add lines 1, 2, and 3 ..........................
4
102,760,728
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
7,928,147
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
94,832,581
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a 1607 CAPITAL BOND FUND P    
b MERCED PARTNERS II LP P    
c MIT PRIVATE EQUITY P    
d PAUL CAPITAL PARTNERS VIII-A LP P    
e SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND P    
TWIN HAVEN SPECIAL OPPORTUNITY P    
GT INSTITUTIONAL FIXED INCOME P    
GT SPECIAL OPPORTUNITIES III LP P    
GT US QP FUND LP P    
GT INTERNATIONAL EQUITY QP FUND LP P    
PALLADIAN PARTNERS VII LP P    
GT REAL ASSETS P    
GT EMERGING MARKETS QP FUND LP P    
PALLADIAN PARTNERS VIII-A LP P    
JUMP FUND P    
CHATTANOOGA RENAISSANCE FUND II, LP P    
SALE OF PUBLICLY TRADED SECURITIES-PIMCO FDS SHORT TERM FUND P    
SALE OF PUBLICLY TRADED SECURITIES-VANGUARD TOTAL BOND MARKET INDEX FUND P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 4,645     4,645
b 312,195     312,195
c 737,288     737,288
d 141,329     141,329
e 890,419     890,419
    425,462 -425,462
10,401     10,401
937,117     937,117
1,174,021     1,174,021
1,963,577     1,963,577
67,653     67,653
8,320     8,320
250,740     250,740
1,821     1,821
    203 -203
    7,556 -7,556
    3,951 -3,951
9,643     9,643
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       4,645
b       312,195
c       737,288
d       141,329
e       890,419
      -425,462
      10,401
      937,117
      1,174,021
      1,963,577
      67,653
      8,320
      250,740
      1,821
      -203
      -7,556
      -3,951
      9,643
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 6,071,997
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 9,584,177 114,165,332 0.083950
2013 4,991,175 109,501,300 0.045581
2012 5,934,381 97,931,870 0.060597
2011 6,589,005 103,908,481 0.063412
2010 6,671,868 98,981,025 0.067406
2
Total of line 1, column (d) .....................
20.320946
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years . . .
3
0.064189
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
108,542,480
5
Multiply line 4 by line 3......................
5
6,967,233
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
71,913
7
Add lines 5 and 6........................
7
7,039,146
8
Enter qualifying distributions from Part XII, line 4.............
8
10,795,889
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2015)
Form 990-PF (2015)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 71,913
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 71,913
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 71,913
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 91,160
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 91,160
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 19,247
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet19,247 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.BENWOOD.ORG
    14
    The books are in care ofbulletSARAH MORGAN Telephone no.bullet (423) 267-4311

    Located atbullet736 MARKET ST STE 1600CHATTANOOGATN ZIP+4bullet37402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.......bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2015, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2015.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    ROBERT J SUDDERTH JR TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    MARTHA T ROBINSON TRUSTEE
    2.00     		12,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    WILLIAM H CHAPIN TRUSTEE
    2.00     		12,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    WADE HINTON TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    PAUL K BROCK JR TRUSTEE
    2.00     		12,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    SEBERT BREWER TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    SARAH MORGAN PRESIDENT
    40.00     		166,946 29,424 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    KRISTIN B HUNTLEY FINANCIAL/PROGRAM OF
    40.00     		98,063 18,709 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    JEFF PFITZER PROGRAM DIRECTOR
    40.00     		93,421 17,863 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    CONNIE PERRIN ACCOUNTING & PROGRAM
    40.00     		61,093 10,262 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    LORI QUILLEN PROGRAM OFFICER
    40.00     		60,257 10,866 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    104,626,937
    b
    Average of monthly cash balances.......................
    1b
    5,568,474
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    110,195,411
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    110,195,411
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,652,931
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    108,542,480
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    5,427,124
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    5,427,124
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    71,913
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    71,913
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    5,355,211
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    5,355,211
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    5,355,211
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    10,795,889
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    10,795,889
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    71,913
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    10,723,976
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 5,355,211
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011...... 1,162,488
    c From 2012...... 1,191,805
    d From 2013......  
    e From 2014...... 4,058,226
    fTotal of lines 3a through e........ 6,412,519
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 10,795,889
    a Applied to 2014, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 5,355,211
    e Remaining amount distributed out of corpus 5,440,678
    5 Excess distributions carryover applied to 2015. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 11,853,197
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		11,853,197
    10 Analysis of line 9:
    a Excess from 2011.... 1,162,488
    b Excess from 2012.... 1,191,805
    c Excess from 2013....  
    d Excess from 2014.... 4,058,226
    e Excess from 2015.... 5,440,678
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2015, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2015 (b) 2014 (c) 2013 (d) 2012
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    MS SARAH MORGAN
    736 MARKET ST SUITE 1600
    CHATTANOOGA,TN37402
    (423) 267-4311
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATIONS SHOULD BE SUBMITTED IN THE FORM OF A BRIEF TWO-PAGE LETTER. THE LETTER SHOULD INCLUDE A DESCRIPTION OF THE PROJECT OR PURPOSE, BUDGET INFORMATION, AN IRS LETTER OF DETERMINATION, AND A LISTING OF OFFICERS AND BOARD OF DIRECTORS.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ART 120
    1511 WILLIAMS STREET
    CHATTANOOGA,TN37405     		NONE 501(C)(3) MAKER PROGRAM WITH THE HOWARD SCHOOL 30,000
    ARTS BUILD
    406 FRAZIER AVE
    CHATTANOOGA,TN37405     		NONE 501(C)(3) ECONOMIC IMPACT RESEARCH AND POLLING FOR TAX BASED FUNDING FOR THE ARTS OF CHATTANOOGA 30,000
    ASSOCIATION FOR VISUAL ARTISTS
    30 FRAZIER AVENUE
    CHATTANOOGA,TN37405     		NONE 501(C)(3) 4 BRIDGES ARTS FESTIVAL 50,000
    BAYLOR SCHOOL
    171 BAYLOR SCHOOL ROAD
    CHATTANOOGA,TN37405     		NONE 501(C)(3) IN MEMORY OF SCOTT L. PROBASCO JR. 500
    BESSIE SMITH CULTURAL CENTER AFRICAN AMERICAN MUSEUM PERFORMANCE HALL
    200 EAST ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) 2015 BESSIE SMITH STRUT 15,000
    BIG BROTHERS BIG SISTERS OF GREATER CHATTANOOGA
    2015 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) IN MEMORY OF JACK BENSON 1,000
    BROWN ACADEMY
    718 EAST 8TH STREET
    CHATTANOOGA,TN37403     		NONE 501(C)(3) SUMMER LITERACY LAB 10,000
    BROWN ACADEMY
    718 EAST 8TH STREET
    CHATTANOOGA,TN37403     		NONE 501(C)(3) PURCHASE BOOKS FOR GUIDED READING ROOM AND CLASSROOM LIBRARIES 5,000
    CAUSEWAY
    16 PATTEN PARKWAY
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CIVIC INNOVATION AND ENGAGEMENT HUB 600,000
    CENTER FOR MINDFUL LIVING
    1212 MCCALLIE AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    CHAMBLISS CENTER FOR CHILDREN
    315 GILLESPIE ROAD
    CHATTANOOGA,TN37411     		NONE 501(C)(3) EXPANSION OF EARLY CHILDHOOD PROGRAM 400,000
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) HARVESTED HERE FOOD HUB 300,000
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) EXPANDED OPERATIONAL CAPACITY AND INFRASTRUCTURE 50,000
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) EDUCATIONAL PROGRAMS FOR LOCAL FARMS 5,000
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,500
    CHATTANOOGA AREA REGIONAL TRANSPORTATION AUTHORITY
    1617 WILCOX BLVD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) INCLINE RAILWAY CAR REPLACEMENT PROJECT 54,000
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE 501(C)(3) WORKFORCE DATA MAPPING 28,000
    CHATTANOOGA COMMUNITY KITCHEN
    PO BOX 11203
    CHATTANOOGA,TN37402     		NONE 501(C)(3) IN HONOR OF JACK RIGGER 1,500
    CHATTANOOGA FILM FESTIVAL
    9689 SALISBURY LANE
    OOLTEWAH,TN37363     		NONE 501(C)(3) CHATTANOOGA FILM FESTIVAL 30,000
    CHATTANOOGA HISTORY CENTER
    2 BROAD STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CONSULTING AGREEMENT REGARDING SUSTAINABILITY 2,100
    CHATTANOOGA SPORTS COMMITTEE
    736 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) IRONMAN TRIATHLON CONTEST 50,000
    CHATTANOOGA SPORTS MINISTRIES INC
    609 S ORCHARD KNOB AVE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) OPERATION GET ACTIVE 20,000
    CHATTANOOGA STATE
    4501 AMNICOLA HIGHWAY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) 2015 LATIN FESTIVAL 25,000
    CHATTANOOGA THEATRE CENTER
    400 RIVER STREET
    CHATTANOOGA,TN37405     		NONE 501(C)(3) PROPERTY EVALUATION & STRATEGIC PLANNING CONSULTANT SEARCH 30,000
    CHATTANOOGA WOODWORKING ACADEMY
    1604 SOUTH MARKET STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) TO PURCHASE DRAFTING EQUIPMENT AND TOOLS TO BROADEN THE SCOPE OF TRAINING 50,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) MLK, CITY CENTER, OPEN DESIGN 400,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) PUBLIC ART FOR RIVERWALK FROM ROSS'S LANDING TO ST. ELMO 280,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) EXPAND PUBLIC ART PROGRAM IN THE NEIGHBORHOODS 150,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) MURAL PROJECT ON M.L. KING BOULEVARD 50,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) GRANT FUNDS FOR NEIGHBORHOOD UNIVERSITY 50,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) ART EXHIBIT ON THE BESSIE SMITH LAWN 43,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) GIGTANKS365 250,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) EXPANDED ACCELERATOR & SPEAKER SERIES 200,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) MAKER FAIRE 26,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) CO STARTERS SUMMIT 9,000
    COLLEGE OF CHARLESTON
    66 GEORGE STREET
    CHARLESTON,SC29424     		NONE 501(C)(3) ADDLESTONE LIBRARY 5,000
    COLLEGE OF CHARLESTON
    66 GEORGE STREET
    CHARLESTON,SC29424     		NONE 501(C)(3) COLLEGE OF ARTS 5,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ATELIER FUND 50,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CHATTANOOGA MOBILE MARKET FUND 30,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CHILLER AND EMPLOYEE PROTECTION DURING MURAL PAINTING ON THE SOUTH SIDE OF THE MURAL ON MLK 20,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) HAMILTON COUNTY READING INITIATIVE FUND 20,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) BRIDGE SCHOLARS FUND 11,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) BENWOOD/LYNDHURST FUND #2 ART IN PUBLIC SCHOOLS 10,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CHATTANOOGA BRIDGE SCHOLARS FUND 10,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) STUDENT LEADERSHIP ACADEMY 9,200
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) SANKOFA FUND 6,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) FREEDOM FUND 5,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TOGETHER WE CAN SCHOLARSHIP FUND 5,000
    COMMUNITY FOUNDATION OF SOUTHERN NEW MEXICO
    301 SOUTH CHURCH ST SUITE H
    LAS CRUCES,NM88001     		NONE 501(C)(3) GRANT COUNTY COMMUNITY FOUNDATION 50,000
    COUNCIL ON FOUNDATION
    1828 L ST NW
    WASHINGTON,DC20036     		NONE 501(C)(3) 2015 MEMBERSHIP DUES 11,740
    COVENANT COLLEGE
    14049 SCENIC HIGHWAY
    LOOKOUT MOUNTAIN,GA30750     		NONE 501(C)(3) RENOVATION OF CARTER HALL 25,000
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TOPIARY TRAIN PROJECT 10,000
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    DADE MIDDLE SCHOOL
    250 PACE DRIVE
    TRENTON,GA30752     		NONE 501(C)(3) OUTDOOR EDUCATION PROGRAMMING 2,500
    DELTA SERVING TOGETHER INC
    PO BOX 22083
    CHATTANOOGA,TN37422     		NONE 501(C)(3) DELTA SIGMA THETA SORORITY 1,000
    ENTERPRISE CENTER
    1250 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TECH GOES HOME PILOT PROGRAM 25,000
    ENTERPRISE CENTER
    1250 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ADVANCED MANUFACTURING APPLICATION CENTER FEASIBILITY 10,000
    ENTERPRISE CENTER
    1250 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ANNENBERG INNOVATION LAB THINK & DO CHATTANOOGA 10,000
    ENTERPRISE COMMUNITY PARTNERS INC
    10 G STREET NE SUITE 580
    WASHINGTON,DC20002     		NONE 501(C)(3) NATIONAL RESOURCE NETWORK 2014 PEER COVENING 10,000
    FREEDOM SCHOOL PARTNERS
    1030 AROSA AVENUE
    CHARLOTTE,NC28203     		NONE 501(C)(3) CYNTHIA GRAHAM HURD FUND FOR READING AND LITERACY 5,000
    FRESHWATERS ILLUSTRATED
    566 SW 3RD STREET
    CORVALLIS,OR97339     		NONE 501(C)(3) COMMUNICATING SOUTHEASTERN AQUATIC BIODIVERSITY 50,000
    FRIENDS OF MOCCASIN BEND NATIONAL PARK
    175 HAMM ROAD
    CHATTANOOGA,TN37405     		NONE 501(C)(3) NATIONAL PARK SERVICE CENTENNIAL CHALLENGE 150,000
    GIRLS INCORPORATED OF CHATTANOOGA
    409 SOUTH GREENWOOD AVE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,500
    GIRLS PREPARATORY SCHOOL
    205 ISLAND AVENUE
    CHATTANOOGA,TN37405     		NONE 501(C)(3) GPS ENTREPRENUER CONFERENCE 10,000
    GLASS HOUSE COLLECTIVE
    2523 GLASS STREET
    CHATTANOOGA,TN37406     		NONE 501(C)(3) STUDIO EVERYTHING 20,000
    GLASS HOUSE COLLECTIVE
    2523 GLASS STREET
    CHATTANOOGA,TN37406     		NONE 501(C)(3) RESIDENTIAL IMPROVEMENTS PROGRAM 40,000
    GRANTMAKERS FOR EDUCATION
    750 SW WASHINGTON ST STE 605
    PORTLAND,OR97205     		NONE 501(C)(3) 2015 MEMBERSHIP DUES 1,750
    GRANTS MANAGERS NETWORK
    141 HOMESTEAD AVENUE
    METAIRIE,LA70005     		NONE 501(C)(3) 2015 MEMBERSHIP DUES 3,000
    GREENSPACES
    63 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) EMPOWER RIDGEDALE 30,000
    HART GALLERY TENNESSEE
    110 EAST MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    HOWARD SCHOOL
    2500 SOUTH MARKET STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) PURCHASE BAND EQUIPMENT AND UNIFORMS 1,500
    JAZZANOOGA
    431 EAST ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) ANIMATION OF THE MLK DISTRICT 75,000
    JAZZANOOGA
    431 EAST ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) JAZZANOOGA FESTIVAL 30,000
    JAZZANOOGA
    431 EAST ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) ANIMATION OF BESSIE SMITH HALL 25,000
    LA PAZ CHATTANOOGA
    1402 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) LATINO COMMUNITY SURVEY 10,000
    LAND TRUST FOR TENNESSEE
    901 BROADWAY
    NASHVILLE,TN37202     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 75,000
    LAUNCH CHATTANOOGA
    200 WEST 38TH STREET
    CHATTANOOGA,TN37410     		NONE 501(C)(3) BUILDING A DIVERSE AND INCLUSIVE ENTREPRENEURIAL COMMUNITY 75,000
    LAUNCH TENNESSEE
    211 7TH AVENUE N
    NASHVILLE,TN37219     		NONE 501(C)(3) STEM INNOVATION TASK FORCE MEETING 2,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) FURTHER DEVELOPMENT AND REFINEMENT OF THE EXISTING CONCEPT PLANS 145,250
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) OPERATING SUPPORT 75,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) INTERN AND LEADERSHIP PROGRAM AT HOWARD SCHOOL 30,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) HOWARD HIGH SCHOOL PROGRAM 2,500
    LULA LAKE LAND TRUST
    29 MOUNT OLIVE ROAD
    LOOKOUT MOUNTAIN,TN30750     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    LULA LAKE LAND TRUST
    29 MOUNT OLIVE ROAD
    LOOKOUT MOUNTAIN,TN30750     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 75,000
    MCCALLIE SCHOOL
    500 DODDS AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) IN MEMORY OF E.Y. CHAPIN III 500
    METROPOLITAN MINISTRIES
    1112 MCCALLIE
    CHATTANOOGA,TN374042822     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 8,000
    MISSION CHATTANOOGA
    149 EAST ML KING BLVD
    CHATTANOOGA,TN37402     		NONE 501(C)(3) INSTALLATION OF A SPRINKLER AND FIRE ALARM SYSTEM 10,000
    OLIVET BAPTIST CHURCH
    740 EAST ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) THE ART OF NOISE UNLOADED 2015 5,000
    ORANGE GROVE CENTER
    615 DERBY STREET
    CHATTANOOGA,TN37404     		NONE 501(C)(3) FACILITIES IMPROVEMENT FOR RECYCLING AT THE MATERIAL RECOVERY FACILITY 250,000
    PARTNERS FOR LIVABLE COMMUNITIES
    1429 21ST STREET NW
    WASHINGTON,DC20036     		NONE 501(C)(3) CREATING THE HEALTHY COMMUNITY USING ALL ASSETS 1,500
    PEARL GROUP
    PO BOX 822
    CHATTANOOGA,TN37401     		NONE 501(C)(3) LAMPLIGHTERS PROGRAM 1,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) 1:1 TECHNOLOGY PROJECT 627,400
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) LEADERSHIP PIPELINE FOR THE HAMILTON COUNTY DEPARTMENT OF EDUCATION 300,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) COMPREHENSIVE REFORM EFFORT 100,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) IZONE SUMMER INSTITUTE MATERIALS AND DOOR PRIZES 1,600
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) M.L. KING COMMERCIAL CORRIDOR 300,000
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) DOWNTOWN RETAIL RECRUITMENT AND RETENTION 50,000
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) BESSIE SMITH OUTDOOR FURNITURE, AWNINGS AND LIGHTING 24,000
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) HUNTER MUSEUM-ARTS DISTRICT PROMENADE 16,000
    RIVER ROCKS INC
    400 EAST MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) 2015 RIVERROCKS FESTIVAL 30,000
    SALVATION ARMY
    822 MCCALLIE AVENUE
    CHATTANOOGA,TN37403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,500
    SCENIC LAND SCHOOLDBA SKYUKA HALL
    1200 MOUNTAIN CREEK ROAD SUITE 300
    CHATTANOOGA,TN37405     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    SCULPTURE FIELDS AT MONTAGUE PARK
    1141 E 23RD STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) COMPLETE PHASE I OF THE SCULPTURE FIELDS PARK 100,000
    SHAKING RAY LEVI SOCIETY
    PO BOX 21534
    CHATTANOOGA,TN37424     		NONE 501(C)(3) TOP CONFERENCE 5,000
    SORBA CHATTANOOGA TN CHAPTER
    PO BOX 5836
    CHATTANOOGA,TN37406     		NONE 501(C)(3) BUILD 6 MILES OF NEW TRAILS AT THE ENTERPRISE SOUTH NATURE PARK 35,000
    SOUTH WINGS
    35 HAYWOOD STREET SUITE 201
    ASHEVILLE,NC28801     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    SOUTHEASTERN COUNCIL OF FOUNDATIONS
    50 HURT PLAZA SUITE 350
    ATLANTA,GA30303     		NONE 501(C)(3) 2015 MEMBERSHIP DUES 9,600
    SOUTHERN ENVIRONMENTAL LAW CENTER
    201 WEST MAIN STREET
    CHARLOTTESVILLE,VA22902     		NONE 501(C)(3) OPERATING SUPPORT 100,000
    STADIUM CORPORATION
    1826 CARTER STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) COMMUNITY KITCHEN INCUBATOR 62,000
    STEP AHEAD FOUNDATION CHATTANOOGA
    736 GEORGIA AVENUE
    CHATTANOOGA,TN37402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,500
    TECH TOWN CHATTANOOGA
    325 MARKET STREET SUITE 200
    CHATTANOOGA,TN37402     		NONE 501(C)(3) MATCHING GRANT FOR STUDENTS SPONSORED BY BLACK FRATERNITIES AND SORRORITIES 6,000
    TENNESSEE AQUARIUM
    1 BROAD STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CREATE A PERMANENT HOME FOR THE TENNESSEE AQUARIUM CONSERVATION INSTITUTE 500,000
    TENNESSEE RIVER GORGE TRUST
    1214 DARTMOUTH STREET
    CHATTANOOGA,TN37405     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 75,000
    THE CHARLESTON LIBRARY SOCIETY
    164 KING STREET
    CHARLESTON,SC29401     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    THE CHATTANOOGA GIRLS LEADERSHIP ACADEMY
    1802 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) STEAM INTEGRATION MODEL 13,500
    THE CHATTANOOGA GIRLS LEADERSHIP ACADEMY
    1802 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,500
    TN STATE COLLABORATIVE ON REFORMING EDUCATION
    511 UNION ST STE 1850
    NASHVILLE,TN372191767     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 200,000
    TOP OF GEORGIA ECONOMIC DEVELOPMENT INITIATIVE
    75 5TH STREET NW SUITE 1200
    ATLANTA,GA30308     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    TRUST FOR PUBLIC LAND
    101 MONTGOMERY ST STE 900
    SAN FRANCISCO,CA94104     		NONE 501(C)(3) SOUTH CHICKAMAUGA CREEK GREENWAY 1,050,000
    UNIFIED
    1609 MCCALLIE AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 300,000
    UNIVERSITY OF CHATTANOOGA FOUNDATION INC
    615 MCCALLIE AVENUE
    CHATTANOOGA,TN37403     		NONE 501(C)(3) HONORS COLLEGE 1,500
    UNIVERSITY OF TENNESSEE AT CHATTANOOGA
    615 MCCALLIE AVENUE
    CHATTANOOGA,TN37403     		NONE 501(C)(3) SUPPORT CAIT 15,000
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) NEXTLEVEL CHATTANOOGA-AN EXECUTIVE ENTREPRENEURSHIP PROGRAM FOR EXISTING BUSINESS OWNERS 25,000
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) URBAN LEAGUE FELLOWS PILOT PROGRAM 10,000
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) MARKETING FOR JOB FAIR AND NEXTLEVEL INAUGURAL CLASS 3,200
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) URBAN LEAGUE YOUNG PROFESSIONALS FOR A SPEAKER SERIES 3,000
    Total .................................bullet 3a 8,781,840
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		         
    4 Dividends and interest from securities....     14 1,359,723  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 6,071,997  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue:
    aOTHER INVESTMENT LOSSES- LIMITED PARTNERSHIPS     		    14 -851,767  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 6,579,953 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    136,579,953
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

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

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


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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AccountingFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT & TAX SERVICES 16,000 1,600   14,400

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Name of Bond End of Year Book Value End of Year Fair Market Value
    FIXED INCOME INVESTMENTS 0 0

    TY 2015 InvestmentsOtherSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    LIMITED PARTNERSHIP INTEREST FMV 97,667,588 97,667,588

    TY 2015 LandEtcSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    OFFICE EQUIPMENT & FURNITURE 331,570 286,908 44,662 44,662
    LEASEHOLD IMPROVEMENTS 239,310 202,571 36,739 36,739


    TY 2015 LegalFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL 5,213 521   4,692


    TY 2015 OtherAssetsSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    MISSION RELATED INVESTMENT 279,305 417,705 417,705
    FEDERAL EXCISE TAXES PAYABLE 0 18,000 18,000


    TY 2015 OtherDecreasesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Amount
    NET UNREALIZED LOSS ON INVESTMENTS 7,928,147


    TY 2015 OtherExpensesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TECHNOLOGY EXPENSE 10,859 1,086   9,773
    INSURANCE 91,407 9,141   82,266
    OFFICE EXPENSE 31,892 3,188   28,704
    DIRECT GAINING GROUND CHARITABLE DISTRIBUTION 897,493 0   897,493
    PARKING 9,382 938   8,444
    PROFESSIONAL DEVELOPMENT 200 20   180
    PAYROLL COSTS 42,155 4,216   37,940


    TY 2015 OtherIncomeSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INVESTMENT LOSSES- LIMITED PARTNERSHIPS -851,767   -851,767


    TY 2015 OtherIncreasesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Amount
    CHANGE IN GRANTS PAYABLE 2,124,230


    TY 2015 OtherLiabilitiesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Beginning of Year - Book Value End of Year - Book Value
    FEDERAL EXCISE TAXES PAYABLE -17,131 0


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FIRMS CONSULTING FEES 75,030 75,030   0


    TY 2015 TaxesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN W/H TAX 45,134 45,134   0
    FEDERAL EXCISE 97,699 0   97,699