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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
HILLSDALE FUND INC
 
Number and street (or P.O. box number if mail is not delivered to street address)C/O PIEDMONT TRUST CO BOX 20124
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
GREENSBORO, NC27420
A Employer identification number

56-6057433
B Telephone number (see instructions)

(336) 574-8696
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... 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$29,942,478J 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) 856,598
2 Check bullet.............
3 Interest on savings and temporary cash investments 7,383 7,383  
4 Dividends and interest from securities...   745,115  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10  
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 1,253,990
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 946,844 -46,429  
12 Total. Add lines 1 through 11........ 1,810,825 1,960,059  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 73,737 0   73,737
15 Pension plans, employee benefits....... 5,335 0   5,335
16a Legal fees (attach schedule)......... Click to see attachment 420 0   420
b Accounting fees (attach schedule)....... Click to see attachment 275 275   0
c Other professional fees (attach schedule)....        
17 Interest...............   103,852    
18 Taxes (attach schedule) (see instructions)... Click to see attachment 139,053 23,140   5,842
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 17,390 0   17,390
21 Travel, conferences, and meetings....... 11,977 0   11,977
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 162,014 439,928   29,858
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 410,201 567,195   144,559
25 Contributions, gifts, grants paid....... 1,442,554 1,442,554
26 Total expenses and disbursements. Add lines 24 and 25 1,852,755 567,195   1,587,113
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -41,930
b Net investment income (if negative, enter -0-) 1,392,864
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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............. -12,000 41,253 41,253
2 Savings and temporary cash investments......... 124,515 679,332 679,332
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment26,586,919 Click to see attachment26,602,895 Click to see attachment29,221,893
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 26,699,434 27,323,480 29,942,478
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 26,699,434 27,323,480
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 0 0
30 Total net assets or fund balances (see instructions)..... 26,699,434 27,323,480
31 Total liabilities and net assets/fund balances (see instructions). 26,699,434 27,323,480
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
26,699,434
2
Enter amount from Part I, line 27a .....................
2
-41,930
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
1,612,821
4
Add lines 1, 2, and 3 ..........................
4
28,270,325
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
946,845
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
27,323,480
Form 990-PF (2018)
Form 990-PF (2018)
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 PAIF LLC P    
b PAIF LLC P    
c PSIF LLC P    
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a     357,267 -357,267
b 1,640,376     1,640,376
c     29,119 -29,119
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       -357,267
b       1,640,376
c       -29,119
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,253,990
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))
2017 1,488,365 31,618,405 0.047073
2016 1,473,882 29,507,987 0.049949
2015 1,529,064 31,261,564 0.048912
2014 1,482,774 32,167,862 0.046095
2013 1,426,379 30,311,223 0.047058
2
Total of line 1, column (d) .....................
2
0.239087
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.047817
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
32,546,837
5
Multiply line 4 by line 3......................
5
1,556,292
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
13,929
7
Add lines 5 and 6........................
7
1,570,221
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,587,113
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 13,929
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 13,929
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 13,929
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 30,041
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 30,041
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
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 16,112
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet16,112 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletNC
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the 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 (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletPIEDMONT TRUST COMPANY Telephone no.bullet (336) 574-8669

    Located atbullet701 GREEN VALLEY RDGREENSBORONC ZIP+4bullet27408
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
    0
    16 At any time during calendar year 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    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 2018 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 2018.)..................
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    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:
    Yes
    No
    (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
     
    No
    .........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
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    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
    GEORGE L DUFOURNIER TRUSTEE
    1.00     		0 0 0
    PO BOX 20124
    GREENSBORO,NC27420
    WILLIAM L R SMITH TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    MARGARET R WHITE TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    EUDORA L RICHARDSON TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    RICHARD G SMITH III TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    LUNSFORD R SMITH TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    SION A BONEY III TREASURER
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    MARGARET W GALLAGHER TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    LAURINDA L DOUGLAS TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    JOHN PETER GALLAGHER TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    LOUISE B MCCOY PRESIDENT
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    BARBARA R EVANS TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    JAMES L RICHARDSON TRUSTEE
    1.00     		0 0 0
    P O BOX 20124
    GREENSBORO,NC27420
    MARTIN M BONEY TRUSTEE
    1.00     		0 0 0
    PO BOX 20124
    GREENSBORO,NC27420
    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
    MARY SCOTT EXEC DIR/SECRETARY
    20.00     		73,737 5,335 0
    PO BOX 20124
    GREENSBORO,NC27420
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    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
    PIEDMONT TRUST COMPANY ACCOUNTING 147,275
    PO BOX 20124
    GREENSBORO,NC27420
    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 N/A 0
    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 NONE 0
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    32,497,101
    b
    Average of monthly cash balances.......................
    1b
    545,373
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    33,042,474
    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
    33,042,474
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    495,637
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    32,546,837
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,627,342
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,627,342
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    13,929
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    17,445
    c
    Add lines 2a and 2b............................
    2c
    31,374
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,595,968
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,595,968
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,595,968
    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
    1,587,113
    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
    1,587,113
    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
    13,929
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,573,184
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 1,595,968
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 1,451,104
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,587,113
    a Applied to 2017, but not more than line 2a 1,451,104
    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 2018 distributable amount..... 136,009
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		1,459,959
    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
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation 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:
    MARY SCOTT HILLSDALE FUND INC PIEDM
    PO BOX 20124
    GREENSBORO,NC27420
    (336) 274-5471
    bThe form in which applications should be submitted and information and materials they should include:
    COMPLETED APPLICATION WITH A COPY OF INTERNAL REVENUE SERVICE EXEMPTION LETTER
    cAny submission deadlines:
    DEADLINES VARY EACH YEAR, ONE IN SPRING AND ONE IN FALL
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    ACADEMY OF WHOLE LEARNING
    3500 WILLISTON RD
    MINNETONKA,MN55345     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    AMERICARES FOUNDATION INC
    88 HAMILTON AVE
    STAMFORD,CT06902     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    BELL BUCKLE UNITED METHODIST CHURCH
    PO BOX 357
    BELL BUCKLE,TN37020     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 7,300
    BOY SCOUTS OF AMERICA
    1405 WESTOVER TERRACE
    GREENSBORO,NC27408     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    BUCKNELL UNIVERSITY
    1 DENT DR
    LEWISBURG,PA17837     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    BULLINGTON GARDENS INC
    95 UPPER RED OAK TRAIL
    HENDERSONVILLE,NC28792     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 6,500
    BUSINESS OF ART CENTER INC
    513 MANITOU AVE
    MANITOU SPRINGS,CO80829     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 35,000
    CAMILLUS HOUSE
    1603 NW 7TH AVE
    MIAMI,FL33136     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    CAPITAL CITY SYMPHONY
    1333 H ST NE
    WASHINGTON,DC20002     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    CAROLINA THEATRE OF GREENSBORO
    310 S GREENE ST
    GREENSBORO,NC27401     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    CHARITY GLOBAL INC
    40 WORTH STREET 330
    NEW YORK,NY10013     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    COALITIONS AND COLLABORATIVES INC
    PO BOX 726
    LAKE GEORGE,CO80827     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    COLUMBUS SCHOOL FOR GIRLS
    65 SOUTH DREXEL AVENUE
    COLUMBUS,OH43209     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 26,000
    COMMUNITY FOUNDATION OF GREATER GREENSBORO
    330 S GREENE ST SUITE 100
    GREENSBORO,NC27401     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    COMMUNITY FOUNDATION OF NEW JERSEY
    35 KNOX HILL RD
    MORRISTOWN,NJ07960     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 1,000
    COMPASS OF CAROLINA
    1100 RUTHERFORD RD
    GREENVILLE,SC29609     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 41,000
    CRAIG HOSPITAL FOUNDATION
    3425 S CLARKSON ST
    ENGLEWOOD,CO80113     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 30,000
    DAVIDSON COLLEGE
    405 N MAIN ST
    DAVIDSON,NC28035     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 60,000
    DENTAL FOUNDATION OF NORTH CAROLINA INC
    385 S COLUMBIA ST
    CHAPEL HILL,NC27599     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    FEW IN NUMBER PRIMITIVE BAPTIST CHURCH
    UNKNOWN
    ROCKY MOUNT,NC12345     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    FOOTHILLS HOUSING CORPORATION
    47 GARRETT STREET 205
    WARRENTON,VA20186     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    FOXCROFT SCHOOL
    22407 FOXHOUND LN
    MIDDLEBURG,VA20117     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    FRESH TRUCK INC
    69 SHIRLEY ST
    BOSTON,MA02119     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    GEORGETOWN UNIVERSITY
    3700 O ST NW
    WASHINGTON,DC20057     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    GREENSBORO HISTORY MUSEUM
    130 SUMMIT AVE
    GREENSBORO,NC27401     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,700
    GREENSBORO URBAN MINISTRY
    305 WEST GATE CITY BLVD
    GREENSBORO,NC27406     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    GUILFORD COUNTY PARTNERSHIP FOR CHILDREN INC
    500 W FRIENDLY AVE SUITE 100
    GREENSBORO,NC27401     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    GUILFORD EDUCATION ALLIANCE
    311 POMONA DR
    GREENSBORO,NC27407     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    HEARTS AND HANDS FOR HAITI
    6612 CREEDMOOR RD
    RALEIGH,NC27613     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 24,000
    HISTORIC PRESERVATION FOUNDATION OF NORTH CAROLINA INC
    220 FAYETTEVILLE ST SUITE 200
    RALEIGH,NC27601     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    HOSPICE OF WAKE COUNTY INC
    250 HOSPICE CIR
    RALEIGH,NC27607     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    HOUSE OF MERCY INC
    100 MCAULEY CIR
    BELMONT,NC28012     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 3,507
    JULIET'S HOUSE ANIMAL RESCUE
    1111 MONTICELLO ST
    GREENSBORO,NC27410     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    LAND TRUST ALLIANCE INC
    1250 H STREET NW SUITE 600
    WASHINGTON,DC20005     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 60,000
    LIFESPAN INC
    908 MCCLELLAN PL
    GREENSBORO,NC27409     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 6,000
    LOCUST PROJECTS INC
    3852 NORTH MIAMI AVENUE
    MIAMI,FL33127     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    MEDIC ONE FOUNDATION
    11747 NE 1ST ST SUITE 310
    BELLEVUE,WA98005     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 30,000
    MOC BEAGLES INC
    PO BOX 346
    MIDDLEBURG,VA20118     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    MOUNTAIN COMMUNITIES VOL FIRE DEPT
    PO BOX 7278
    WOODLAND PARK,CO80863     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 3,000
    NANTUCKET ATHENEUM
    1 INDIA STREET
    NANTUCKET,MA02554     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    NANTUCKET CONSERVATION FOUNDATION INC
    PO BOX 13
    NANTUCKET,MA02554     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    NATIONAL TRUST FOR HISTORIC PRESERVATION
    2600 VIRGINIA AVE NW SUITE 1100
    WASHINGTON,DC20037     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    NATIVITY OF THE THEOTOKOS GREEK ORTHODOX
    121 ST ELIAS LANE
    SAXONBURG,PA16056     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    NATURAL RESOURCES COUNCIL
    3 WADE STREET
    AUGUSTA,ME04330     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    NATURAL RESOURCES DEFENSE COUNCIL INC
    40 W 20TH ST
    NEW YORK,NY10011     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    NEW VENTURE FUND
    1201 CONNECTICUT AVENUE NW STE 300
    WASHINGTON,DC20036     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 3,500
    NEWARK CATHOLIC HIGH SCHOOL
    1 GREEN WAVE DRIVE
    NEWARK,OH43055     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 1,000
    NORTH CAROLINA BUSINESS LEADERS FOR EDUCATION
    100 SAS CAMPUS DR BLDG T
    CARY,NC27513     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    NORTH CAROLINA COMMUNITY FOUNDATION DISASTER RELIEF FUND
    3737 GLENWOOD AVE SUITE 460
    RALEIGH,NC27612     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    NORTH CAROLINA MUSEUM OF LIFE AND SCIENCE
    433 W MURRAY AVE
    DURHAM,NC27704     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    OHIO STATE UNIVERSITY FOUNDATION
    1480 W LANE AVE
    COLUMBUS,OH43221     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    PIEDMONT ENVIRONMENTAL COUNCIL
    45 HORNER ST
    WARRENTON,VA20186     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    PROJECT ANGEL HEART
    4950 WASHINGTON STREET
    DENVER,CO80216     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    PROMUSICA CHAMBER ORCHESTRA
    243 NORTH FIFTH STREET SUITE 202
    COLUMBUS,OH43215     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    READING CONNECTIONS INC
    122 N ELM ST SUITE 920
    GREENSBORO,NC27401     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    ROCK AND ROLL HALL OF FAME AND MUSEUM
    1100 ROCK ROLL BLVD
    CLEVELAND,OH44114     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    RUTHERFORD COUNTY PRIMARY CARE
    1453 HOPE WAY
    MURFREESBORO,TN37129     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    SAINT MARY'S SCHOOL
    900 HILLSBOROUGH STREET
    RALEIGH,NC27603     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    SAN JUAN ISLAND EMS
    1079 SPRING ST
    FRIDAY HARBOR,WA98250     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    SEAL HARBOR VILLAGE IMPRVMT SOCIETY INC
    PO BOX 171
    SEAL HARBOR,ME04675     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    SHENANDOAH VALLEY CONSERVATION ALLIANCE
    PO BOX 654
    WOODSTOCK,VA22664     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    SOUTH CENTRAL HUMAN RESOURCE AGENCY
    210 S MAIN ST
    SHELBYVILLE,TN37160     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    SOUTHERN ENVIRONMENTAL LAW CENTER INC
    201 W MAIN ST SUITE 14
    CHARLOTTESVILLE,VA22902     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    SPECIAL KIDS INC
    2208 E MAIN ST
    MURFREESBORO,TN37130     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    ST DEMETRIOS GREEK ORTHODOX CHURCH
    429 HIGH ST NE
    WARREN,OH44481     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    ST VINCENT'S HOUSE
    2817 POSTOFFICE ST
    GALVESTON,TX77550     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 66,047
    TAMMY LYNN MEMORIAL FOUNDATION INC
    739 CHAPPELL DR
    RALEIGH,NC27606     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    THE CARYING PLACE INC
    491 JAMES JACKSON AVE
    CARY,NC27513     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,000
    THE CENTER FOR CHILD AND FAMILY HEALTH INC
    1121 W CHAPEL HILL ST SUITE 100
    DURHAM,NC27701     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    THE FOUNTAINHEAD RESIDENCY INC
    5600 N BAYSHORE DR
    MIAMI,FL33137     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    THE NORTH CAROLINA ARBORETUM SOCIETY
    100 FREDERICK LAW OLMSTEAD WAY
    ASHEVILLE,NC28806     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 14,000
    THE PAST FOUNDATION
    1003 KINNEAR RD
    COLUMBUS,OH43212     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    THE PLAINS COMMUNITY LEAGUE
    PO BOX 432
    THE PLAINS,VA20198     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    THE PLAINS VOLUNTEER FIRE COMPANY
    PO BOX 93
    THE PLAINS,VA20198     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    TRUSTEES OF BOSTON COLLEGE
    140 COMMONWEALTH AVENUE
    CHESTNUT HILL,MA02467     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    UNC CHAPEL HILL
    206 WEST FRANKLIN STREET SUITE 100
    CHAPEL HILL,NC27516     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    UNION PRESBYTERIAN SEMINARY
    3401 BROOK RD
    RICHMOND,VA23227     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    UNITED ARTS COUNCIL OF GREATER GSO
    1500 YANCEYVILLE STREET
    GREENSBORO,NC27405     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    UNITED WAY OF GREATER GREENSBORO
    1500 YANCEYVILLE STREET
    GREENSBORO,NC27405     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    URBAN MINISTRIES OF WAKE COUNTY
    1390 CAPITAL BLVD
    RALEIGH,NC27603     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    VIRGINIA EASTERN SHORE LAND TRUST
    36076 LANKFORD HWY
    BELLE HAVEN,VA23306     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 1,000
    VIRGINIA ORGANIZING INC
    703 CONCORD AVE
    CHARLOTTESVILLE,VA22903     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 16,500
    VIRGINIA UNITED LAND TRUST
    4308 NEWPORT DR
    RICHMOND,VA23227     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    WHITE MEMORIAL PRESBYTERIAN CHURCH
    1704 OBERIN ROAD
    RALEIGH,NC27608     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    WOODBERRY FOREST SCHOOL
    117 WOODBERRY STATION
    WOODBERRY FOREST,VA22989     		NONE PC TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    Total .................................bullet 3a 1,442,554
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 7,383  
    4 Dividends and interest from securities....          
    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.....     14 946,844  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		         
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 954,227 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    954,227
    (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 (2018)
    Form 990-PF (2018)
    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) (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) (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 (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    HILLSDALE FUND INC
     
    Employer identification number

    56-6057433
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    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
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2
    Name of organization
    HILLSDALE FUND INC
          		Employer identification number
    56-6057433
    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
    1
    L RICHARDSON JR CH LEAD TRUST
     
    P O BOX 20124
     
    GREENSBORO, NC27420

    		$ 856,598


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    HILLSDALE FUND INC
          		Employer identification number

    56-6057433
    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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    HILLSDALE FUND INC
          		Employer identification number

    56-6057433
    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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2018)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2018 AccountingFeesSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK CUSTODY FEES 275 275   0

    TY 2018 LegalFeesSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 420 0   420


    TY 2018 OtherAssetsSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    PIEDMONT ASSOCIATES INVESTMENT FUND LLC 23,144,727 23,192,457 25,943,055
    PIEDMONT SOUTHEASTERN INVT FUND LLC 3,442,192 3,410,438 3,278,838


    TY 2018 OtherDecreasesSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Description Amount
    PAIF DISTRIBUTIONS 880,920
    PSIF DISTRIBUTIONS 65,925


    TY 2018 OtherExpensesSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OFFICE SUPPLIES & EQUIPMENT 424 0   424
    COMPUTER SERVICES 7,926 0   7,926
    INSURANCE 4,195 0   4,195
    ACCTG,CHARITABLE & GRANT ADMINISTRATION 147,000 132,300   14,700
    SHARED EXPENSES 221 0   222
    MOVING EXPENSES 1,146 0   1,146
    SUBSCRIPTIONS 212 0   213
    UTILITIES 890 0   890
    PA LLC-OTHER EXPENSES 0 300,132   142
    PS LLC-OTHER EXPENSES 0 7,496   0


    TY 2018 OtherIncomeSchedule2
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    INVESTMENT FUND DISTRIBUTIONS 946,844 0 946,844
    PAIF LLC OTHER INCOME   -46,429  


    TY 2018 OtherIncreasesSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Description Amount
    PAIF LLC K-1 ADJUSTMENTS 1,578,650
    PSIF LLC K-1 ADJUSTMENTS 34,171


    TY 2018 TaxesSchedule
    Name:
    HILLSDALE FUND INC
    EIN:
    56-6057433
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES PAID 0 23,140   0
    STATE INCOME TAXES PAID 7,472 0   0
    990-PF EXTENSION AND ESTIMATED PAYMENTS 35,600 0   0
    990-T EXTENSION AND ESTIMATED PAYMENTS 90,100 0   0
    PAYROLL TAXES 5,881 0   5,842