Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2024
Open to Public Inspection
For calendar year 2024, or tax year beginning 11-01-2024 , and ending 10-31-2025
Name of foundation
JAMES G HANES MEMORIAL FUND
C/O SALEM INVESTMENT COUNSELORS INC
Number and street (or P.O. box number if mail is not delivered to street address)480 SHEPHERD STREET
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
WINSTON SALEM, NC271031637
A Employer identification number

56-6036987
B Telephone number (see instructions)

(336) 768-7230
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$55,849,292J 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 right arrow.............
3 Interest on savings and temporary cash investments 245,263 245,263  
4 Dividends and interest from securities... 523,565 511,514  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment
List of Attached Documents:
// Content
6,893,642
b Gross sales price for all assets on line 6a 10,822,584
7 Capital gain net income (from Part IV, line 2)... 6,899,204
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
List of Attached Documents:
// Content
51,762 12,911  
12 Total. Add lines 1 through 11........ 7,714,232 7,668,892  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
6,250     6,250
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
276,246 207,185   69,061
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
69,401 19,751    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
2,428 120   2,308
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 354,325 227,056   77,619
25 Contributions, gifts, grants paid....... 2,234,792 2,234,792
26 Total expenses and disbursements. Add lines 24 and 25 2,589,117 227,056   2,312,411
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 5,125,115
b Net investment income (if negative, enter -0-) 7,441,836
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2024)
Form 990-PF (2024)
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............. 11,700    
2 Savings and temporary cash investments......... 5,346,658 8,018,886 8,018,886
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
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) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule) 255,572 Click to see attachment
List of Attached Documents:
// Content
1,463,091 		1,461,435
b Investments—corporate stock (attach schedule)....... 12,314,571 Click to see attachment
List of Attached Documents:
// Content
11,815,184 		41,869,330
c Investments—corporate bonds (attach schedule).......   Click to see attachment
List of Attached Documents:
// Content
1,212,513 		1,206,398
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow) Click to see attachment
List of Attached Documents:
// Content
2,083,459 		Click to see attachment
List of Attached Documents:
// Content
2,634,948 		Click to see attachment
List of Attached Documents:
// Content
3,293,243
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 20,011,960 25,144,622 55,849,292
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 right arrow)   Click to see attachment
List of Attached Documents:
// Content
7,547
23 Total liabilities (add lines 17 through 22).........   7,547
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 20,011,960 25,137,075
29 Total net assets or fund balances (see instructions)..... 20,011,960 25,137,075
30 Total liabilities and net assets/fund balances (see instructions). 20,011,960 25,144,622
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
20,011,960
2
Enter amount from Part I, line 27a .....................
2
5,125,115
3
Other increases not included in line 2 (itemize) right arrow
3
 
4
Add lines 1, 2, and 3 ..........................
4
25,137,075
5
Decreases not included in line 2 (itemize) right arrow
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
25,137,075
Form 990-PF (2024)
Form 990-PF (2024)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES P    
b PRIVATE EQUITY PARTNERSHIPS P    
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 10,770,178   3,923,380 6,846,798
b 52,406     52,406
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       6,846,798
b       52,406
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 6,899,204
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 6,899,204
Part V
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 right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 103,442
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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  
3 Add lines 1 and 2........................... 3 103,442
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 103,442
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 42,800
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 42,800
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment
List of Attached Documents:
// Content
8 1,133
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9 61,775
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10  
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow   Refundedright arrow 11  
Form 990-PF (2024)
Form 990-PF (2024)
Page 4
Part VI-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 the instructions
for the 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. right arrow$   (2) On foundation managers.right arrow$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$  
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:
round bullet By language in the governing instrument, or
round bullet 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 XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrow
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 2024 or the taxable year beginning in 2024? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
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
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 addressright arrowN/A
14
The books are in care ofright arrowSALEM INVESTMENT COUNSELORS INC Telephone no.right arrow (336) 768-7230

Located atright arrow480 SHEPHERD STREETWINSTON SALEMNC ZIP+4right arrow27103
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........right arrow
and enter the amount of tax-exempt interest received or accrued during the year ........right arrow
15
 
16 At any time during calendar year 2024, 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 right arrow
Form 990-PF (2024)
Form 990-PF (2024)
Page 5
Part VI-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? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
 
No
(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)? ......................
1a(5)
 
No
(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.) ...............
1a(6)
 
No
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
 
 
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
d
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 2024? .............
1d
 
 
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 2024, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2024?....................
2a
 
No
If "Yes," list the years right arrow20, 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.
right arrow20, 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? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 2024 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 2024.) .....................
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 2024? ..
4b
 
No
Form 990-PF (2024)
Form 990-PF (2024)
Page 6
Part VI-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))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
 
No
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
 
No
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
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
 
 
c
Organizations relying on a current notice regarding disaster assistance check .........right arrow
d
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? .................
5d
 
 
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? .............................
6a
 
No
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?
7a
 
No
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? .........................
8
 
No
Part VII
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
ELDRIDGE C HANES PRESIDENT
000.00 		0 0 0
480 SHEPHERD STREET
WINSTON SALEM,NC27103
JAMES G HANES III DIRECTOR
000.00 		0 0 0
480 SHEPHERD STREET
WINSTON SALEM,NC27103
DREWRY NOSTITZ-RIENECK DIRECTOR
000.00 		0 0 0
480 SHEPHERD STREET
WINSTON SALEM,NC27103
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
NONE
Total number of other employees paid over $50,000...................right arrow  
Form 990-PF (2024)
Form 990-PF (2024)
Page 7
Part VII
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
SALEM INVESTMENT COUNSELORS INC INVESTMENT MGT 276,246
480 SHEPHERD STREET
WINSTONSALEM,NC27103
Total number of others receiving over $50,000 for professional services.............right arrow  
Part VIII-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 VIII-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 N/A  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow  
Form 990-PF (2024)
Form 990-PF (2024)
Page 8
Part IX
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
42,539,463
b
Average of monthly cash balances.......................
1b
6,010,571
c
Fair market value of all other assets (see instructions)................
1c
3,162,186
d
Total (add lines 1a, b, and c).........................
1d
51,712,220
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
 
2
Acquisition indebtedness applicable to line 1 assets..................
2
 
3
Subtract line 2 from line 1d.........................
3
51,712,220
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
775,683
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
50,936,537
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
2,546,827
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
2,546,827
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
103,442
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
103,442
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
2,443,385
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
2,443,385
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
2,443,385
Part XI
Qualifying Distributions (see instructions)
1
Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
a
Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
1a
2,312,411
b
Program-related investments—total from Part VIII-B..................
1b
 
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 XII, line 4. .......
4
2,312,411
Form 990-PF (2024)
Form 990-PF (2024)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2023 		(c)
2023 		(d)
2024
1 Distributable amount for 2024 from Part X, line 7 2,443,385
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only....... 1,578,867
b Total for prior years:20 , 20, 20  
3 Excess distributions carryover, if any, to 2024:
a From 2019......  
b From 2020......  
c From 2021......  
d From 2022......  
e From 2023......  
f Total of lines 3a through e ........  
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 2,312,411
a Applied to 2023, but not more than line 2a 1,578,867
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		 
c Treated as distributions out of corpus (Election
required—see instructions)........ 		 
d Applied to 2024 distributable amount..... 733,544
e Remaining amount distributed out of corpus  
5 Excess distributions carryover applied to 2024.    
(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  
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		 
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...... 		 
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		 
e Undistributed income for 2023. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
f Undistributed income for 2024. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2025 .......... 		1,709,841
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) ....... 		 
8 Excess distributions carryover from 2019 not
applied on line 5 or line 7 (see instructions) ... 		 
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		 
10 Analysis of line 9:
a Excess from 2020....  
b Excess from 2021....  
c Excess from 2022....  
d Excess from 2023....  
e Excess from 2024....  
Form 990-PF (2024)
Form 990-PF (2024)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-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 2024, enter the date of the ruling ...... right arrow
 
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 IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2024 (b) 2023 (c) 2022 (d) 2021
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
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 IX, 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 XIV
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 right arrow if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions
aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
JAMES G HANES MEMORIAL FUND
480 SHEPHERD STREET
WINSTON SALEM,NC27103
(336) 768-7230
bThe form in which applications should be submitted and information and materials they should include:
FORMS ARE AVAILABLE AT THE ABOVE ADDRESS
cAny submission deadlines:
ANNUAL APPLICATION DEADLINES ARE JANUARY 1, APRIL 1, JULY 1, AND OCTOBER 1
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
NO RESTRICTIONS OR LIMITATIONS ON AWARDS
Form 990-PF (2024)
Form 990-PF (2024)
Page 11
Part XIV
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

A SIMPLE GESTURE

3503 REDINGTON DRIVE
GREENSBORO,NC27410 		NONE PC OPERATIONAL SUPPORT 15,000

AUTHORING ACTION

624 WEST SIXTH STREET
WINSTONSALEM,NC27101 		NONE PC CONFERENCE ATTENDANCE & WORKSHOPS 8,000

BOOKMARKS

634 W FOURTH STREET
WINSTONSALEM,NC27101 		NONE PC FESTIVAL & SCHOOL BOOKS SUPPORT 30,000

DREAM CENTER OF FORSYTH COUNTY

1201 N LIBERTY STREET
WINSTONSALEM,NC27101 		NONE PC BUILDING IMPROVEMENTS 50,000

ELKIN EDUCATION FOUNDATION

202 W SPRING STREET
ELKIN,NC28621 		NONE PC SCHOLARSHIP PROGRAM 10,000

FAMILY SERVICES INC

1200 S BROAD STREET
WINSTON SALEM,NC27101 		NONE PC CAPITAL CAMPAIGN 83,333

FORSYTH JAIL & PRISON MINISTRIES

PO BOX 11802
WINSTON SALEM,NC27116 		NONE PC REENTRY CENTER IMPORVEMENTS 50,000

GRACE CLINIC OF YADKIN VALLEY

948 JOHNSON RIDGE ROAD
ELKIN,NC28621 		NONE PC CONSTRUCTION OF NEW FACILITY 20,000

HEART MATH TUTORING

PO BOX 30623
CHARLOTTE,NC28230 		NONE PC NEW SITE OPERATIONS 50,000

HORIZONS RESIDENTIAL CARE CENTER

103 HORIZONS LANE
RURAL HALL,NC27045 		NONE PC CAPITAL PROJECTS 80,000

IFB SOLUTIONS

7730 NORTH POINT DRIVE
WINSTON SALEM,NC27106 		NONE PC BUILDING REPAIRS 50,000

MIRACLES IN SIGHT

4750 COMMERCIAL PARK CT
CLEMMONS,NC27012 		NONE PC CAPITAL PROJECTS 75,000

NC MUSEUM OF ART FOUNDATION

750 MARGUERITE DRIVE
WINSTON SALEM,NC27106 		NONE PC OPERATIONAL SUPPORT 349,992

PAISLEY IB MAGNET SCHOOL PTSA

1394 THURMAN STREET
WINSTON SALEM,NC27105 		NONE PC EDUCATIONAL SUPPLIES 7,500

PIEDMONT ENVIRONMENTAL ALLIANCE

426 OLD SALEM ROAD
WINSTON SALEM,NC27101 		NONE PC GREEN FUTURES PROGRAM EXPANSION 18,000

PIEDMONT SHAKESPEARE COMPANY

113 E AVONDALE DRIVE
GREENSBORO,NC27043 		NONE PC PERFORMANCE SUPPORT 6,800

SMART START OF FORSYTH COUNTY

7820 NORTH POINT BLVD
WINSTON SALEM,NC27106 		NONE PC PROGRAM SUPPORT 50,000

STARWORKS

100 RUSSELL DRIVE
STAR,NC27356 		NONE PC CAPITAL CAMPAIGN 12,000

SUMMIT SCHOOL

2100 REYNOLDA ROAD
WINSTON SALEM,NC27106 		NONE PC PROGRAM, CAPITAL & ENDOWMENT 116,667

UNC SCHOOL OF THE ARTS FOUNDATION

1533 S MAIN STREET
WINSTON SALEM,NC27127 		NONE PC CAPITAL CAMPAIGN 500,000

WAKE FOREST UNIVERSITY TEACH

1834 WAKE FOREST ROAD
WINSTON SALEM,NC27101 		NONE PC ASSIST PROGRAM DEVELOPMENT 112,500

WSFCS EDUCATION FOUNDATION

110 LEE SMITH LANE
KERNERSVILLE,NC27284 		NONE PC EDUCATIONAL SUPPLIES 200,000

WINSTON SALEM FOUNDATION FUTURES FU

751 W FOURTH STREET
WINSTON SALEM,NC27101 		NONE PC ASSIST WITH WSFCS DEBT REDUCTION 250,000

YMCA OF NORTHWEST NC

701 N MAIN STREET
WINSTON SALEM,NC27101 		NONE PC SUPPORT ACHIEVERS PROGRAM 10,000

YWCA OF WS AND FORSYTH COUNTY

315 S LIIBERTY STREET
WINSTON SALEM,NC27101 		NONE PC BEST CHOICE SUMMER CAMP PROGRAM 50,000

YWCA OF WS AND FORSYTH COUNTY

315 S LIBERTY STREET
WINSTON SALEM,NC27101 		NONE PC HEALTH INITIATIVE EXPANSION 30,000
Total .................................right arrow 3a 2,234,792
bApproved for future payment
Total ................................. right arrow 3b  
Form 990-PF (2024)
Form 990-PF (2024)
Page 12
Part XV-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 ........... 		    14 245,263  
4 Dividends and interest from securities ....     14 515,246 8,319
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 ..... 525990 38,851 1 12,911  
8 Gain or (loss) from sales of assets other than
inventory ............ 		525990 -5,562 18 6,899,204  
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) .. 33,289 7,672,624 8,319
13Total. Add line 12, columns (b), (d), and (e)..................
13
7,714,232
(See worksheet in line 13 instructions to verify calculations.)
Part XV-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 XV-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 (2024)
Form 990-PF (2024)
Page 13
Part XVI
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.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name Right Arrow
 Firm's EIN Right Arrow
Firm's address Right Arrow


 Phone no.
Form 990-PF (2024)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2024 AccountingFeesSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
TAX RETURN PREPARATION 6,250     6,250

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2024 GainLossSaleOtherAssetsSch
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
PRIVATE EQUITY PARTNERSHIPS   PURCHASE       5,562     -5,562  

TY 2024 InvestmentsCorpBondsSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Name of Bond End of Year Book Value End of Year Fair Market Value
PNC FINANCIAL SERVICES 247,420 246,687
ROYAL BANK OF CANADA 252,328 251,191
DUKE ENERGY CORP 246,955 245,782
RTX CORP 212,215 210,403
TARGET CORP 253,595 252,335

TY 2024 InvestmentsCorpStockSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Name of Stock End of Year Book Value End of Year Fair Market Value
ADVANCED MICRO DEVICES 424,650 1,280,600
ALPHABET INC A 24,312 562,380
ALPHABET INC C 109,634 2,542,016
AMAZON CO INC 401,806 2,442,200
APPLE INC 58,671 2,703,700
ASTERA LABS INC 728,380 1,437,436
BANK OF AMERCIA CORP 157,514 1,069,000
BERKSHIRE HATHAWAY B 352,765 2,865,240
CISCO SYSTEMS INC    
COLGATE PALMOLIVE CO 169,594 462,300
META PLATFORMS INC    
ELI LILLY AND CO 955,264 1,380,576
ENBRIDGE INC 1,343,090 1,491,840
GREEN BRICK PARTNERS 423,418 1,294,800
HONEYWELL INTERNATIONAL    
INTUITIVE SURGICAL 470,242 1,282,272
JP MORGAN CHASE & CO 200,680 1,555,600
JOHNSON & JOHNSON 362,247 1,114,333
KB HOMES 252,763 749,040
LENNAR CORP 307,539 1,213,565
LOWES COMPANIES 310,241 952,520
MARTIN MARIETTA MATERIALS    
MERCK & CO INC 283,391 540,212
META PLATFORMS 382,129 1,945,050
MICRON TECHNOLOGY    
MICROSOFT CORP 129,493 2,589,050
NOVO-NORDISK AS    
NU HOLDINGS LTD 450,139 966,600
NVIDIA CORP 70,079 3,037,350
PEPISCO INC 404,095 1,022,630
PROCTOR & GAMBLE 266,768 751,850
TERNS PHARMACEUTICALS INC    
TRUIST FINANCIAL CORP PFD 200,015 159,840
WALMART INC 324,346 1,669,470
WASTE MANAGEMENT INC 262,361 599,310
ALPS ALERIAN MLP ETF 252,771 279,840
ENTERPRISE PRODUCTS PARTNERS PTP 1,286,787 1,508,710
GRASSHOPPER BANCORP 450,000 400,000

TY 2024 InvestmentsGovtObligationsSch
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
US Government Securities - End of Year Book Value:

1,210,240
US Government Securities - End of Year Fair Market Value:

1,208,257
State & Local Government Securities - End of Year Book Value:


252,851
State & Local Government Securities - End of Year Fair Market Value:


253,178


TY 2024 OtherAssetsSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
TRILANTIC CAPITAL PARTNERS IV 18,937   34,776
TRILANTIC CAPITAL PARTNERS OFFSHORE 10,053 1,123  
SILVERPEAK LEGACY FUND III 163,811 160,725 16,443
PLEXUS FUND II 872 757  
ALEX BROWN REALTY CHESAPEAKE IV 791    
PB STRATEGIC PARTNERS FEEDER VI 116,365 111,972 66,828
BEP PRIVATE INVESTORS II 81,296 63,370 343,465
STEPSTONE OPPORTUNITIES V 199,352 200,568 342,182
PLEXUS FUND IV-A 158,573 261,263 404,335
STEPSTONE SECONDARIES FUND IV 462,691 430,201 629,112
PLEXUS FUND V 328,220 356,121 435,779
G SQUARED V 542,498 426,805 395,323
FRONT STREET PROPERTIES III   622,043 625,000


TY 2024 OtherExpensesSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
EXPENSES        
ADMINISTRATIVE 2,308     2,308
ADR FEES 120 120    


TY 2024 OtherIncomeSchedule2
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
PRIVATE EQUITY PARTNERSHIPS 82,937 82,937  
DIRECT DEDUCTIONS -70,003 -70,003  
PRIVATE EQUITY PARTNERSHIPS 52,177    
DIRECT DEDUCTIONS -13,326    
PLEXUS FUND -23 -23  


TY 2024 OtherLiabilitiesSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Description Beginning of Year - Book Value End of Year - Book Value
TRILANTIC CAPITAL NEGATIVE BASIS   7,547


TY 2024 OtherProfessionalFeesSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT 276,246 207,185   69,061


TY 2024 TaxesSchedule
Name:
JAMES G HANES MEMORIAL FUND
 
C/O SALEM INVESTMENT COUNSELORS INC
EIN:
56-6036987
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FOREIGN TAX WITHHELD 19,751 19,751    
FEDERAL INVESTMENT EXCISE 49,650