TRUSTEES OF THE FUNDS OF THE PROTESTANT EPISCOPAL CHURCH IN THE DIOCESE OF VIRGINIA, INC.

Transcription

1 TRUSTEES OF THE FUNDS OF THE PROTESTANT EPISCOPAL CHURCH IN THE DIOCESE OF VIRGINIA, INC. FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES As of and for the Years Ended December 31, 2014 and 2013 And Report of Independent Auditor

2 TABLE OF CONTENTS REPORT OF INDEPENDENT AUDITOR FINANCIAL STATEMENTS Statements of Financial Position... 3 Schedule of Investments Statements of Activities... 8 Statements of Changes in Net Assets... 9 Statements of Cash Flows Notes to the Financial Statements REPORT OF INDEPENDENT AUDITOR ON SUPPLEMENTAL SCHEDULES SUPPLEMENTAL SCHEDULES Schedules of Investment Securities by Investing Manager

3 Report of Independent Auditor Board of Trustees Trustees of the Funds of the Protestant Episcopal Church in the Diocese of Virginia, Inc. Richmond, VA Report on the Financial Statements We have audited the accompanying financial statements of Trustees of the Funds of the Protestant Episcopal Church in the Diocese of Virginia, Inc. (the Corporation ), which comprise the statements of financial position as of December 31, 2014 and 2013, and the related schedule of investments, statements of activities, changes in net assets and cash flows for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trustees of the Funds of the Protestant Episcopal Church in the Diocese of Virginia, Inc., as of December 31, 2014 and 2013, and the schedule of investments, statements of activities, changes in its net assets and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

4 Emphasis of Matter As explained in Note 5, the financial statements include investments in global equity funds, hedge funds, real estate and natural resources funds, and private equity funds valued at $57,101,627 (41% of net assets) and $41,728,573 (35% of net assets) as of December 31, 2014 and 2013, respectively, with a gain reflected in change in net assets of $1,489,389 and $3,882,924 for the years ended December 31, 2014 and 2013, respectively, whose values have been estimated by the Corporation's management in the absence of readily ascertainable market values. Management's estimates are based on information provided by fund managers or the general partners. Richmond, Virginia August 14,

5 STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2014 AND ASSETS Investment in securities, at fair market value $ 136,155,701 $ 110,280,778 Cash and cash equivalents 1,597,448 6,885,222 Accrued investment income 149, ,419 Due from the Diocese of Virginia - 30,697 Note receivable 100, ,000 Land and building 688, ,547 Total Assets $ 138,691,624 $ 118,120,663 LIABILITIES Accounts payable $ - $ 4,993 Due to the Diocese of Virginia 38,730 - Investment fees payable 31,273 26,135 Total Liabilities 70,003 31,128 NET ASSETS Parish funds: ( Parish funds with 56, units at $1, and undistributed loss of $8,629) ( Parish funds with 48, units at $1, and undistributed income of $863,292) 77,044,785 67,346,529 Diocesan funds: ( Diocesan funds with 25, units at $1, and undistributed loss of $3,981) ( Diocesan funds with 17, units at $1, and undistributed income of $313,668) 35,434,879 24,522,278 Trustee funds: ( Trustee funds with 15, units at $1, undistributed loss of $2,412 ( Trustee funds with 15, units at $1,382.11, undistributed income of $406,730) 21,540,270 21,400,222 Parish STAMP funds: ( Parish funds with market value of $1,466,447) ( Parish funds with market value of $1,644,227) 1,466,447 1,644,227 Trustee STAMP funds: ( Trustee funds with market value of ($2,343,943) ( Trustee funds with market value of $2,387,732) 2,343,943 2,387,732 Other Trustee fund 102, ,000 Mayo Memorial fund 688, ,547 Total Net Assets 138,621, ,089,535 Total Liabilities and Net Assets $ 138,691,624 $ 118,120,663 The accompanying notes to the financial statements are an integral part of this statement. 3

6 SCHEDULE OF INVESTMENTS DECEMBER 31, 2014 Principal Amount or Shares Fair Value Common stocks 10% Consumer discretionary - 2% Carmax, Inc. 7,985 $ 531,641 PVH Corp 2, ,509 Other 24,815 1,614,388 Consumer staples - 1% Nestle 4, ,336 Other 9, ,450 Energy - 1% Other 11, ,117 Financial - 2% American Tower Corp 4, ,124 Berkshire Hathaway, Inc. CL B 2, ,672 Brookfield Asset Management, Inc. 9, ,047 Capital One Financial Corporation 5, ,750 CME Group, Inc. 3, ,243 Markel Corporation ,361 Wells Fargo Company 4, ,862 Other 7, ,288 Health care - 1% Amerisourcebergen Corp 4, ,164 Celegene Corp 3, ,869 Express Scripts HLDG 3, ,958 Other 10,696 1,176,033 Industrials - 1% Danaher Corporation 4, ,981 Other 17,320 1,091,299 Information technology - 1% Accenture PLC 3, ,000 Apple, Inc. 2, ,087 Other 15,015 1,222,234 Materials - 1% Other 20, ,528 The accompanying notes to the financial statements are an integral part of this statement. 4

7 SCHEDULE OF INVESTMENTS (CONTINUED) DECEMBER 31, 2014 Principal Amount or Shares Fair Value Mutual funds 49% GMO Global Equity Allocation Fund 1,266,565 $ 10,525,153 Silchester International Investors International Value Equity Trust 114,817 11,885,522 Colchester Global Bond Fund 158,820 5,062,012 Aberdeen Emerging Market 288,682 3,894,321 Vanguard Fixed Income Short Term Treasury Fund 209,983 2,244,238 Vanguard Fixed Income Inflation Protected Securities Fund 103,772 2,684,585 Vanguard Fixed Income Short/Intermdiate Investment Grade Fund 71, ,925 Vanguard FTSE All World Ex US Index Fund 109,307 10,090,154 Vanguard Total Stock Market Index Fund 193,566 9,988,017 Vanguard Total Bond Market Index Fund 669,679 7,279,413 PIMCO Funds 113,321 1,137,745 Federated Total Return Sers Inc 146,024 1,333,196 Hedge funds 16% Drake Capital Offshore Partners 6,493,686 6,493,686 TAP Fund 4,024 3,599,885 TIFF Absolute Return Pool Cl A 261 1,198,141 TIFF Absolute Return Pool Cl H 9,377 10,316,244 Real estate and natural resource funds 14% AEW Global PPTY Sec FD LP 2,800,000 2,800,000 Forester Diversified Ltd. 4,496 5,345,069 Forester Diversified Ltd ,783 Forester Diversified Ltd ,900 Forester Diversified Ltd ,635 GMO Forestry Fund 7 209, ,764 Property Holdings IV LLC REIT 1,559,555 1,559,555 MA Resources Fund 259, ,796 Metropolitan Real Estate Partners , ,904 Metropolitan Real Estate Partners IV 1,039,721 1,039,721 Commonfund Capital National Res Partners VIII 1,363,635 1,363,635 Park Street Capital Natural Resource 755, ,822 TIFF Realty Resources II 235, ,304 RS Global Natural Resources Fund 116,713 2,973,838 Private equity funds 2% Commonfund Distressed Debt Partners II LTD Partnership 222, ,672 MIT Private Equity Fund II 523, ,798 MIT Private Equity Fund III 795, ,456 MIT Private Equity Fund IV 355, ,189 Private Advisors Small Company Buyout II 168, ,645 TIFF Secondary Partners II 282, ,490 Bonds 9% Corporate obligations 6,408,659 7,231,336 Government and agency obligations FHLM 1,493,465 1,556,944 FNMA 992,244 1,081,281 GNMA 713, ,058 United States Treasury 1,240,000 1,389,930 Total investments 100% (Cost $115,451,704) $ 136,155,701 The accompanying notes to the financial statements are an integral part of this statement. 5

8 SCHEDULE OF INVESTMENTS (CONTINUED) DECEMBER 31, 2013 Principal Amount or Shares Fair Value Common stocks 11% Consumer discretionary - 2% Carmax, Inc. 7,000 $ 329,140 Amazon.com Inc ,926 General Mtrs Co 6, ,059 Disney Walt Co 3, ,906 Lowes Companies Inc. 4, ,966 Other 6, ,310 Consumer staples - 1% Nestle 3, ,770 Walgreen Co 3, ,452 Other 16, ,589 Energy - 1% Exxon Mobil 2, ,156 Valero Energy Corp 5, ,864 Other 6, ,365 Financial - 2% American Tower Corp 3, ,617 Berkshire Hathaway, Inc. CL B 2, ,832 Brookfield Asset Management, Inc. 7, ,217 Capital One Financial Corporation 4, ,406 Markel Corporation ,282 Wells Fargo Company 6, ,603 Other 6, ,551 Health care - 1% Amerisourcebergen Corp 3, ,522 Johnson & Johnson 3, ,836 Wellpoint Inc 2, ,122 Other 6, ,054 Industrials - 2% Danaher Corporation 4, ,748 United Technologies 2, ,738 Other 11, ,032 Information technology - 1% Accenture PLC 2, ,994 Google Inc ,040 Facebook Inc 4, ,142 Other 5, ,453 Materials - 1% Other 5, ,457 The accompanying notes to the financial statements are an integral part of this statement. 6

9 SCHEDULE OF INVESTMENTS (CONTINUED) DECEMBER 31, 2013 Principal Amount or Shares Fair Value Mutual funds 56% GMO Global Equity Allocation Fund 1,238,736 $ 11,582,183 Silchester International Investors International Value Equity Trust 63,547 12,133,484 Colchester Global Bond Fund 152,145 4,838,611 Aberdeen Emerging Market 232,903 3,370,109 Vanguard Fixed Income Short Term Treasury Fund 254,946 2,722,826 Vanguard Fixed Income Inflation Protected Securities Fund 63,066 1,606,300 Vanguard Fixed Income Short Term US Index Fund 91,260 9,074,004 Vanguard Total Stock Market Index Fund 157,520 7,354,620 Vanguard Total Bond Market Index Fund 508,093 5,365,460 PIMCO Funds 193,248 1,996,250 Federated Total Return Sers Inc 134,788 1,233,313 Hedge funds 11% TAP Fund 1,001,250 2,240,942 TIFF Absolute Return Pool Cl H 9,377 10,076,369 Real estate and natural resource funds 12% Forester Diversified Ltd. 4,496 5,066,386 Property Holdings IV LLC REIT 1,383,113 1,383,113 Metropolitan Real Estate Partners ,188,056 1,188,056 Metropolitan Real Estate Partners IV 1,230,497 1,230,497 Commonfund Capital National Res Partners VIII 1,194,136 1,194,136 Forester Diversified Ltd ,210 Park Street Capital Natural Resource 441, ,375 RS Global Natural Resources Fund 63,547 2,272,456 Private equity funds 1% MIT Private Equity Fund II 743, ,943 MIT Private Equity Fund IV 297, ,902 Private Advisors Small Company Buyout II 220, ,550 Bonds 9% Corporate obligations 5,518,340 6,166,601 Government and agency obligations FHLM 1,258,760 1,317,074 FNMA 1,183,163 1,260,706 GNMA 572, ,398 United States Treasury 865, ,755 Total investments 100% (Cost $89,581,913) $ 110,280,778 The accompanying notes to the financial statements are an integral part of this statement. 7

10 STATEMENTS OF ACTIVITIES YEARS ENDED DECEMBER 31, 2014 AND Investment income: Interest $ 507,773 $ 568,554 Dividends 2,183,936 1,586,061 Other investment income 21,397 28,848 2,713,106 2,183,463 Expenses: Custodial and management fees 404, ,310 General and administrative 239, , , ,971 Net investment income 2,069,511 1,584,492 Realized gain (loss) on investments: Net realized gain from securities transactions (excluding short-term securities): Proceeds from securities sold 18,188,953 40,575,907 Cost of securities sold (17,266,248) (32,891,029) 922,705 7,684,878 Unrealized appreciation (depreciation) during the year: Ending 20,703,997 20,698,865 Beginning (20,698,865) (17,718,917) 5,132 2,979,948 Change in net assets resulting from operations $ 2,997,348 $ 12,249,318 The accompanying notes to the financial statements are an integral part of this statement. 8

11 STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 2014 AND Change in net assets from operations: Net investment income $ 2,069,511 $ 1,584,492 Net realized gain on investments sold 922,705 7,684,878 Net unrealized gain from market appreciation 5,132 2,979,948 Change in net assets resulting from operations 2,997,348 12,249,318 Change in net assets from fund transactions: Investment of funds 24,898,870 8,262,018 Income distributions reinvested 2,530,052 2,292,594 Withdrawals during the year (5,064,617) (3,283,642) Distributions to fund investors - including reinvestments (4,829,567) (4,397,910) Change in net assets due to fund transactions 17,534,738 2,873,060 Change in net assets 20,532,086 15,122,378 Net assets - beginning of year 118,089, ,967,157 Net assets - end of year (including undistributed investment income) $ 138,621,621 $ 118,089,535 The accompanying notes to the financial statements are an integral part of this statement. 9

12 STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND Cash flows from operating activities: Change in net assets $ 2,997,348 $ 12,249,318 Adjustments to reconcile to net cash from operating activities: Gain on sale of investments (922,705) (7,684,878) Purchases of investments (31,404,188) (43,184,599) Proceeds from the sale of investments 18,188,953 40,575,907 Unrealized gains on investments (5,132) (2,979,948) Miscellaneous non-cash income - - Change in assets and liabilities: Due from the Diocese of Virginia 30,697 25,801 Accrued investment income (14,509) 18,863 Accounts payable (4,993) 4,993 Due to the Diocese of Virginia 38,730 - Investment fees payable 5, Net cash used in operating activities (11,090,661) (974,335) Cash flows from financing activities: Investment and income distribution reinvestments 15,697,071 10,554,612 Withdrawals and distributions (9,894,184) (7,681,552) Net cash provided by financing activities 5,802,887 2,873,060 Net change in cash and equivalents (5,287,774) 1,898,725 Cash and equivalents, beginning of year 6,885,222 4,986,497 Cash and equivalents, end of year $ 1,597,448 $ 6,885,222 Supplemental non cash financing transactions Investment and income distribution reinvestments $ 27,428,922 $ - Investment securities transferred in (11,731,851) - Cash provided by investment and income distribution reinvestments $ 15,697,071 $ - The accompanying notes to the financial statements are an integral part of this statement. 10

13 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 1 Organization and nature of activities Trustees of the Funds of the Protestant Episcopal Church in the Diocese of Virginia, Inc. (the Corporation ) a notfor-profit corporation established under the laws of the Commonwealth of Virginia acts as an investment agency for Episcopal Church organizations and parishes in the Commonwealth of Virginia. The Corporation also receives and holds real property and designated funds for the Diocese of Virginia (the Diocese ), including the Mayo House. Note 2 Summary of significant accounting policies Basis of Presentation - Operations for investment activities are conducted in a manner similar to common trust funds. The operations of each fund are accounted for separately. The funds included in the financial statements are described below: Parish Funds account for investment funds managed for churches and church-related organizations located within the Diocese. Diocesan Funds account for investment funds controlled by the separate Diocesan organizations. Trustee Funds account for investment funds held for the benefit of the Diocese which are primarily controlled by the Bishop. The Mayo Memorial Fund accounts for the cost of the Mayo House, the general offices of the Diocese. Land and Building - The land and building comprising the Mayo House are considered investments by the Corporation. The properties are not depreciated and are stated at cost. All property-related expenses are paid by these affiliates. Cash and Cash Equivalents - The Corporation includes all investments with a maturity of three months or less when purchased as cash and cash equivalents on the accompanying statement of financial position. Investment Units - The equity of each fund in the pooled net assets is represented by investment units. New money entering the pool is accepted at the unit value of net assets as of the last day of the previous month in which the deposit is made. The number of new units bought is determined by dividing the new money by the unit value. Withdrawals from the pool are determined in the same unit value manner based on similar unit value. Distribution to Unitholders - The income allotted to each fund is computed monthly based on the number of units owned during the month. An income distribution is made at least annually. Distributions of $49.04 and $54.29 per unit, aggregating $4,829,567 and $4,397,910, were paid to unitholders in 2014 and 2013, respectively. Income Taxes - The Corporation is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and the tax statutes of the Commonwealth of Virginia; accordingly, the accompanying financial statements do not reflect a provision or liability for federal and state income taxes. The Corporation has determined that it does not have any material unrecognized tax benefits or obligations as of December 31, Fiscal years ending on or after 2011 remain subject to examination by federal and state tax authorities. Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. 11

14 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 2 Summary of significant accounting policies (continued) Concentration of Credit Risk - The Corporation's credit risk consists principally of cash and securities. Cash positions are part of the managed investment portfolio and are not FDIC insured accounts. The investment portfolio is divided among many securities and several money managers. This policy mitigates the Corporation's exposure to concentrations of credit risk. Note 3 Note receivable The note receivable, which is an asset of the Trustee Funds, is a $100,000 note from the Diocesan Missionary Society of Virginia. The note is due in semiannual installments of $2,750 (interest only) at 5.5% with principal due on November 22, Note 4 Land and building Land and building, which are assets of the Mayo Memorial Fund, are stated at cost and consist of the following at December 31: Land $ 10,000 $ 10,000 Building 678, ,547 Note 5 Fair value measurements $ 688,547 $ 688,547 Accounting standards establish a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Level 2 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Corporation has the ability to access. Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 12

15 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 5 Fair value measurements (continued) The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, Debt and Equity Securities - Valued at the closing price reported on the active market on which the individual securities are traded. Corporate bonds are valued based on bond pricing models using standard inputs such as benchmark yields, reported trades, and broker/dealer quotes. Mutual Funds - Valued at the net asset value ( NAV ) of shares held by the Corporation at year-end. Hedge Funds, Real Estate and Natural Resources, and Private Equity Funds - Valued using the practical expedient at the Corporation's pro-rata interest in the net assets of these entities. Investments held by these entities are valued at prices which approximate fair value. The fair value of certain investments in the underlying entities, which may include private placements and other securities for which values are not readily available, are determined in good faith by the investment advisors of the respective entities and may not reflect amounts that could be realized upon immediate sale, nor amounts that may be ultimately realized. The estimated fair values may differ significantly from the values that would have been used had a ready market existed for these investments, and these differences could be material. Net asset valuations are provided daily, monthly, or quarterly by these entities. Appreciation of investments in these entities is net of all allocations to the investment advisors. Quantitative information for Levels 2 and 3 valuation inputs and related sensitivities is maintained by third parties and is not reasonably available to the Corporation. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Corporation believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. 13

16 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 5 Fair value measurements (continued) The following table sets forth by level, within the fair value hierarchy, the Corporation's assets at fair value as of December 31: 2014 Level 1 Level 2 Level 3 Total Debt and equity securities: Common stock: Consumer discretionary $ 2,439,539 $ - $ - $ 2,439,539 Consumer staples 1,275, ,275,786 Energy 931, ,118 Financial 3,205, ,205,346 Health care 2,255, ,255,024 Industrials 1,469, ,469,280 Information technology 1,824, ,824,321 Other 736, ,528 Mortgage-backed securities 3,388, ,388,282 U.S. Treasury securities 1,389, ,389,930 Corporate bonds - 7,231,336-7,231,336 Mutual funds: International bond funds - - 5,062,012 5,062,012 Global equity funds 14,419,474-11,885,522 26,304,996 Fixed income funds 35,514, ,514,272 Natural resource funds 2,973, ,973,838 Hedge funds: Equity long/short ,093,570 10,093,570 Absolute return ,514,385 11,514,385 Real estate and natural resources ,197,887 16,197,887 Private equity funds - - 2,348,251 2,348,251 $ 71,822,738 $ 7,231,336 $ 57,101,627 $ 136,155,701 14

17 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 5 Fair value measurements (continued) 2013 Level 1 Level 2 Level 3 Total Debt and equity securities: Common stock: Consumer discretionary $ 1,899,307 $ - $ - $ 1,899,307 Consumer staples 1,386, ,386,812 Energy 1,176, ,176,377 Financial 2,359, ,359,508 Health care 1,570, ,570,535 Industrials 1,309, ,309,519 Information technology 1,493, ,493,630 Other 565, ,457 Mortgage-backed securities 3,156, ,156,179 U.S. Treasury securities 890, ,755 Corporate bonds - 6,166,604-6,166,604 Mutual funds: International bond funds - - 4,838,610 4,838,610 Global equity funds 14,952,293-12,133,484 27,085,777 Fixed income funds 29,352, ,352,773 Natural resource funds 2,272, ,272,456 Hedge funds: Equity long/short - - 2,240,942 2,240,942 Absolute return ,076,368 10,076,368 Real estate and natural resources ,176,774 11,176,774 Private equity funds - - 1,262,395 1,262,395 $ 62,385,601 $ 6,166,604 $ 41,728,573 $ 110,280,778 15

18 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 5 Fair value measurements (continued) The table below sets forth a summary of changes in the fair value of the Corporation's Level 3 investment assets for 2014 and 2013: Hedge Funds Real Estate Private Global Equity International Equity Absolute and Natural Equity 2014 Mutual Funds Bond Funds Long/Short Return Resources Funds Beginning balance $ 12,354,033 $ 4,838,610 $ 2,240,942 $ 10,076,369 $ 11,176,774 $ 1,041,845 Gain included in change in net assets (214,796) 5,736 (147,371) 863, , ,614 Purchases - 250,000 8,000, ,935 5,338, ,598 Sales (85,070) (32,334) - - (745,060) (280,452) Ending Balance $ 12,054,167 $ 5,062,012 $ 10,093,571 $ 11,514,385 $ 16,197,887 $ 2,179,605 Hedge Funds Real Estate Private Global Equity International Equity Absolute and Natural Equity 2013 Mutual Funds Bond Funds Long/Short Return Resources Funds Beginning balance $ 12,392,588 $ 5,007,025 $ 2,574,115 $ 8,686,999 $ 11,419,417 $ 1,280,201 Gain included in change in net assets 728,825 (140,997) (1,254,985) 1,389,370 3,158,583 2,128 Purchases 7,500-2,250,000 4,854, , ,875 Sales (774,880) (27,418) (1,328,188) (4,854,184) (3,968,887) (359,359) Ending Balance $ 12,354,033 $ 4,838,610 $ 2,240,942 $ 10,076,369 $ 11,176,774 $ 1,041,845 The table below sets forth a summary of changes in the fair value of the Corporation's Level 3 investment assets for 2014 and 2013: Beginning balance $ 41,728,573 $ 41,360,345 Gain included in change in net assets 1,489,389 3,882,924 Purchases, issuances, and settlements 13,883,665 (3,514,696) Ending balance $ 57,101,627 $ 41,728,573 16

19 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 5 Fair value measurements (continued) In relation to the above Level 3 investment asset classes the following information is presented regarding the nature of the investments and related commitments. Information has been presented by tiers within the class according to lock-in periods. The fair value of the investments in each of these classes has been estimated using the net asset value per share of the investments. Redemption of these investments is restricted as indicated below. Unfunded Lock in Fair Value Commitments Period Hedge Funds - Equity long/short (a) : $ 6,493,686 n/a 12/31/2015 Hedge Funds - Absolute Return (a) : 10,316,244 n/a 6/30/2015 1,198,141 n/a 12/31/2015 Real Estate and Natural Resource Funds (b) : 1,363, ,750 8/19/2020 5,345,069 n/a 12/31/2015 2,800,000 n/a 12/31/ ,783 n/a 9/30/ ,900 n/a 3/31/ ,635 n/a 6/30/ ,764 n/a 12/31/ ,796 35,750 1/3/2023 1,018,514 33,000 7/31/ ,104 81,000 12/31/2015 1,559,555 22,889 9/16/ , ,625 1/31/ ,311 55,000 6/30/2018 Private Equity Funds (c) : 523,798 49,672 12/31/ , ,640 1/1/ , ,378 12/31/ , ,200 12/31/ , ,000 12/31/ ,645 26,837 11/14/2020 Mutual Funds (d) : 5,062,012 n/a 12/31/ ,885,522 n/a 12/31/2014 3,599,885 n/a 12/31/2014 (a) (b) (c) (d) This class includes investments in market neutral, multi-strategy absolute return pools. The majority of the securities are either directly traded in separately managed accounts or via underlying funds. This class includes multiple funds investing in real estate and natural resources management. The funds include real estate acquisitions, ground up development projects, distressed debt portfolios, timberland and oil and gas resources. This class includes multiple funds invested in diversified portfolios of private equity funds consisting of venture capital funds, private capital, and international private equity funds. This class includes private equity fund of funds consisting of limited partnerships which focused on North America small company buyout. 17

20 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 6 Unit information and financial highlights Selected data for a unit outstanding throughout 2014 and 2013 follows: Interest income $ 5.14 $ 7.00 Dividend income Other income Total investment income Total expenses (6.44) (7.36) Investment income - net Income distributions (49.04) (54.29) (28.59) (35.51) Net realized gain and change in unrealized appreciation Change in net asset value (18.77) Net assets value - beginning of year 1, , Net assets value - end of year $ 1, $ 1, Total Return -1.37% 7.24% Supplemental Data: Unitized Net Assets: Net assets, end of year $ 134,019,934 $ 113,269,029 Ratio to average net assets: Expenses 0.53% 0.54% Net investment income 1.67% 1.43% Non-Unitized Net Assets: Net assets, end of year $ 4,601,687 $ 4,820,506 Investment return $ 31,817 $ 12,254 Ratio to average net assets: Expenses 0.08% 0.55% Net investment income 0.69% 0.67% Note 7 Related party transactions The Diocese provides administrative and accounting services to several related organizations including Trustees of the Funds. The Corporation reimburses the Diocese for a portion of the salary and benefits of the accounting staff under a "common paymaster" arrangement. Under this arrangement, any person employed by several related organizations is compensated by one organization, which is reimbursed by the other organizations. 18

21 NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 Note 7 Related party transactions (continued) Salary costs incurred and subsequently reimbursed by Trustees of the Funds were $212,275 and $129,061 as of and for the years ended December 31, 2014 and 2013, respectively. The Corporation had a related-party payable with the Diocese in the amount of $38,730 as of December 31, For the year ended December 31, 2013, the Corporation had a related-party receivable with the Diocese in the amount of $30,697. As described in Note 3, a note receivable of $100,000 is outstanding from the Diocesan Missionary Society of Virginia as of December 31, 2014 and Note 8 Subsequent events In preparing these financial statements, the Corporation has evaluated events and transactions for potential recognition or disclosure through August 14, 2015, the date the financial statements were available to be issued. 19

22 Report of Independent Auditor on Supplemental Schedules Board of Trustees Trustees of the Funds of the Protestant Episcopal Church in the Diocese of Virginia, Inc. Richmond, VA We have audited the financial statements of Trustees of the Funds of the Protestant Episcopal Church in the Diocese of Virginia, Inc. (the Corporation ) as of and for the year ended December 31, 2014, and have issued our report thereon dated August 14, 2015, which contained an unmodified opinion on those financial statements. The prior year comparative information has been derived from the Corporation s financial statements as of December 31, 2013 and for the year then ended which we have audited whose report, September 22, 2014, expressed an unmodified opinion on those statements. Our audit was performed for the purpose of forming an opinion on the financial statements as a whole. The schedules of investment securities by investing manager are presented for the purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Richmond, Virginia August 14,

23 SUPPLEMENTAL SCHEDULES

24 SCHEDULES OF INVESTMENT SECURITIES BY INVESTING MANAGER DECEMBER 31, 2014 Davenport Agincourt Asset Capital Non-Exchange Management Management Traded Assets Mutual Funds STAMP Total Fair value: Common stocks $ 14,136,942 $ - $ - $ - $ - $ 14,136,942 Mutual funds ,885,522 46,705,879 3,227,866 61,819,267 Hedge funds ,607, ,607,955 Real estate and natural resource funds ,197,887 2,973,838-19,171,725 Private equity funds - - 2,348, ,348,251 Corporate obligations - 7,231, ,231,336 International bond funds - - 5,062, ,062,012 Government and agency obligations - 4,778, ,778,213 14,136,942 12,009,549 57,101,627 49,679,717 3,227, ,155,701 Cost: Common stocks 9,508, ,508,541 Mutual funds - - 4,344,520 46,310,023 3,280,540 53,935,083 Hedge funds ,679, ,679,119 Real estate and natural resource funds ,894,822 4,080,936-17,975,758 Private equity funds - - 1,388, ,388,624 Corporate obligations International bond funds - 7,166,647 5,187, ,354,396 Government and agency obligations - 4,610, ,610,183 9,508,541 11,776,830 40,494,834 50,390,959 3,280, ,451,704 Gross unrealized gains 4,777, ,281 18,036,178 1,635,718-24,871,874 Gross unrealized losses (149,234) (127,562) (1,429,385) (2,346,960) (52,674) (4,062,635) $ 4,628,401 $ 232,719 $ 16,606,793 $ (711,242) $ (52,674) $ 20,703,997 See report of independent auditor on supplemental schedules. 21

25 SCHEDULES OF INVESTMENT SECURITIES BY INVESTING MANAGER (CONTINUED) DECEMBER 31, 2013 Davenport Agincourt Asset Capital Management Management Commingled Aberdeen Vanguard GMO STAMP Disbursement Total Fair value: Common stocks $ 11,760,023 $ - $ - $ - $ - $ - $ - $ 1,122 $ 11,761,145 Mutual funds ,405,940 3,370,109 26,123,210 11,582,183 3,229,564-58,711,006 Hedge funds ,317, ,317,310 Real estate and natural resource funds ,176, ,176,774 Private equity funds - - 1,262, ,262,395 Corporate obligations - 6,166, ,166,604 International bond funds - - 4,838, ,838,610 Government and agency obligations - 4,046, ,046,934 11,760,023 10,213,538 44,001,029 3,370,109 26,123,210 11,582,183 3,229,564 1, ,280,778 Cost: Common stocks 7,502, ,124 7,504,120 Mutual funds - - 4,387,703 3,184,302 25,143,915 11,143,315 3,247,974-47,107,209 Hedge funds - - 7,104, ,104,184 Real estate and natural resource funds ,847, ,847,608 Private equity funds , ,903 Corporate obligations - 6,134, ,134,320 International bond funds - - 4,970, ,970,081 Government and agency obligations - 4,067, ,067,488 7,502,996 10,201,808 29,156,479 3,184,302 25,143,915 11,143,315 3,247,974 1,124 89,581,913 Gross unrealized gains 4,262, ,156 16,174, ,807 1,190, , ,497,292 Gross unrealized losses (5,853) (233,426) (1,329,591) - (211,145) - (18,410) (2) (1,798,427) $ 4,257,027 $ 11,730 $ 14,844,550 $ 185,807 $ 979,295 $ 438,868 $ (18,410) $ (2) $ 20,698,865 See report of independent auditor on supplemental schedules. 22