2009 Annual Report

C O O K E F O U N D AT I O N , L I M I T E D

A N N U A L R E P O R T 2 0 0 9

Charles Montague CookeCharles Montague Cooke

(1849-1909)(1849-1909)

AnnAnnAA Ch ChAArlotte Cookerlotte Cooke

(1853-1934)(1853-1934)

C o o k e F o u n d a t i o n , L i m i t e d

M i s s i o n S t a t e m e n t

The Cooke Foundation supports worthy endeavors

in the community that the family feels will make a significant difference

in the betterment and welfare of the people of Hawai‘i.

Photo by Jim CarterPhoto by Jim CarterPhoto by Matteo SandonaPhoto by Matteo Sandona

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Castle and Cooke; by investing in sailing ships carrying sugar, molasses and rice; by becoming a partner in Lewers and Cooke, Ltd., a lumber company; by acquiring large holdings in Lıhu‘e Plantation, Hawaiian Agricultural Company, and C. Brewer Company; and through other invest-ments, such as Hawaiian Electric Company, Mutual Telephone Company and ‘Ewa Plantation Company. After his retirement in 1894, he and P.C. Jones started Bank of Hawai‘i in 1897 and, later, Hawaiian Trust Company.

In 1898, as Charles was making his will, he wrote to Anna, in California at the time, sug-gesting that they merge their estates. He did not want his holdings to be made public when he died, as was customary in those times. Additionally, as stated in his will:

“… the object of forming said corporation (Charles M. Cooke, Ltd.) was to hold my wife’s and my own estate intact for the benefit and enjoyment of our children …”

Anna agreed to this plan, so Charles M. Cooke, Ltd. was formed with one-fifth shares belonging to Anna, and four-fifths to Charles M. Cooke. Clarence H. Cooke, speaking of his father:

“… I have often marveled at the clear foresight of father in forming this corporation as a means of hold-

...organized and operated exclusively for religious,

charitable, scientific, or educational purposes, or for

the prevention of cruelty to children or animals...

History

On June 1, 1920, the forerunner of Cooke Foundation, Limited, the Charles M. and Anna C. Cooke Trust, was created by Anna C. Cooke. The purpose of the Trust was:

“to assure in some measure the continuance of, and also to extend and expand, all worthy endeavors for the betterment and welfare of this community and other communities by gifts and donations to the United States of America, any State, Territory, or any political subdivision thereof, and to corporations now or here after organized and operated exclusively for religious, charitable, scientific, or educational purposes, or for the prevention of cruelty to children or animals …”

The funding for the Trust was 300 shares of Charles M. Cooke, Limited.

Anna Charlotte Cooke was born in Honolulu on September 5, 1853, the fifth child of William H. and Mary H. Rice, who were missionaries to the Islands. She grew up on Kaua‘i, and in April of 1874 married Charles Montague Cooke. Charles M. Cooke was born in Honolulu on May 16, 1849, the fifth child of the missionaries Amos S. and Juliette M. Cooke. He died on August 17, 1909.

Charles M. Cooke, Ltd. was formed, at Charles’ suggestion, by incorporating his and Anna’s holdings. He had obtained his consid-erable assets over the years by first working for

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ing the family as a unit, each of his children continuing to hold equal interest in ownership. That never could have resulted if a distribution of his holdings had been made at the time of his passing, thus keeping the family together, and continuing the form of investments along the lines that he personally originated …”

Charles M. Cooke, Ltd. was dissolved at the end of 1942, and its assets distributed to its 58 stockholders. The first Trustees of the Charles M. and Anna C. Cooke Trust were Anna C. Cooke and her six children: C. Montague Cooke, Jr., Clarence H. Cooke, George P. Cooke, Richard A. Cooke, Alice C. Spalding, and Theodore A. Cooke. Meetings were held on Thanksgiving Day on Anna’s lanai at her country home at Malaekahana.

In 1971, Theodore Cooke, who had served as president of the Trust since 1944 when he succeeded Clarence Cooke, resigned. Richard Cooke, Jr. was then elected president of the Trust that had now passed to the third generation of Cookes.

In June of 1971, Charles M. and Anna C. Cooke Trust, a private foundation, was incor-porated in compliance with the Internal Revenue Code. Charles M. and Anna C. Cooke, Ltd. was formed. In 1972, the first annual report was pub-lished by the Trust. Four Trustee meetings per year were scheduled. Past meetings had been held once a year in December at Theodore Cooke’s home. The assets of the Trust were transferred to Hawaiian Trust Company, Ltd. to act as financial

agent, manage the endowment portfolio, and act as grants administrator. Prior to this, Clarence Cooke and then Theodore Cooke had managed the portfolio and been grants administrators. The number of Trustees was later increased from five to six so that each family would be repre-sented.

In 1980, the name of Charles M. and Anna C. Cooke, Ltd. was changed to Cooke Foundation, Limited,

“… recognizing the expanded interests of family members, and wishing to reflect this broadened perspective, we have become the Cooke Foundation, Limited as of July 1, 1980.”

Samuel A. Cooke was made a Trustee in 1973, and when Richard Cooke moved to California in 1989, Samuel Cooke, a member of the fourth generation, was elected president. In 1988, the Hawai‘i Community Foundation was made grants administrator.

At the 1987 April meeting, the Trustees adopted the policy that each Trustee appoint one or two alternates from their branch of the family to serve in their stead when they were unable to attend a meeting, or in the case of the Trustee’s death, to be the successor to the Trustee, subject to the board’s approval. The Alternate Trustees receive a copy of the minutes of meetings and attend the last board meeting of each year. In this way, the Trustees felt that more members of the family would become involved in Cooke Foundation, Limited.

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...for the betterment and welfare of this community and other communities...

(Quotations are from Charles Montague Cooke 1849-1909 by Clarence H. Cooke, 1942; and Cooke Foundation, Limited, 1980 Annual Report.)

Original Trustees Successor Trustees

T r u s t e e s a n d S u c c e s s o r sO f C h a r l e s M . C o o k e , L i m i t e d

Charles M. and Anna C. Cooke Trust and the Cooke Foundation, Limited

Anna C. Cooke 1920 - D. 1934

C. Montague Cooke Jr. Carolene C. Wrenn Samuel A. Cooke 1920 - D. 1948 T. 1948 - R. 1971 T. 1973 -

Clarence H. Cooke Richard A. Cooke Jr. Lynne Johnson 1920 - D. 1944 T. 1944 - R. 1998 T. 1998 -

George P. Cooke Dora C. Derby Anna Derby Blackwell Caroline Bond Davis 1920 - D. 1960 A. 1951 - 1971 T. 1989 - R. 2008 T. 2008 - T. 1971 - R. 1989

Richard A. Cooke Dorothea C. Paris Betty P. Dunford Lissa Dunford 1920 - D. 1941 T. 1941 - D. 1982 T. 1982 - R. 2004 T. 2004 -

Alice C. Spalding Philip E. Spalding Charles C. Spalding Charles C. Spalding Jr. 1920 - R. 1963 T. 1963 - R. 1971 T. 1971 - R. 1991 T. 1991 -

Theodore A. Cooke Catherine C. Summers Dale S. Bachman 1920 - R. 1971 T. 1971 - R. 1993 T. 1993 -

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Seated (left to right):

Vice President & TrusteeLynne Johnson

Anna Derby Blackwell*

President & TrusteeSamuel Cooke

Vice President & Treasurer Lissa Dunford

Vice President & TrusteeCharles Spalding Jr.

Lee Wild*

Standing (left to right):

Gregory Wrenn*

Rikki Cooke*

Vice President & Secretary

Caroline Bond Davis

Catherine Cooke*

Fred Cowell*

Michael Spalding*

Vice President & Trustee Dale Bachman

Thane Pratt*

Missing:

John Derby*

Philip Spalding III*

David Steadman*

Heaton Wrenn III*

*Alternate Trustee

Bank of Hawai‘i is the

financial agent for

the Foundation.

Hawai‘i Community

Foundation provides staff

and grants administration.

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Club members are encouraged to participate in other community to participate in other community activities: Boys and Girls Club memactivities: Boys and Girls Club mem--bers who’ve joined the Honolulu bers who’ve joined the Honolulu Youth Symphony performed a musiYouth Symphony performed a musi--cal tribute as part of a memorable cal tribute as part of a memorable afternoon.afternoon.

Charlie is survived by sons Cary Charlie is survived by sons Cary (Charles C. Jr.), who succeeded him (Charles C. Jr.), who succeeded him as Trustee, and Stephen; there are as Trustee, and Stephen; there are three grandchildren. Although he three grandchildren. Although he spent most of his life in Honolulu spent most of his life in Honolulu and on Molokai, Charlie lived for and on Molokai, Charlie lived for

a time in Idaho: hunting, fishing, and playing a time in Idaho: hunting, fishing, and playing tennis. For years, the Cooke Family Christmas tennis. For years, the Cooke Family Christmas breakfast was enlivened by the annual cribbage breakfast was enlivened by the annual cribbage game between Charlie and his cousin “A.K.” game between Charlie and his cousin “A.K.” Johnson. The loser had to run around Charlie’s Johnson. The loser had to run around Charlie’s mother’s sprawling house; one year, A.K. mother’s sprawling house; one year, A.K. skunked Charlie and he circled the house twice skunked Charlie and he circled the house twice with his loving relatives cheering him on.with his loving relatives cheering him on.

Frances Ann Kay Brossy and Frances Ann Kay Brossy and Charles Cooke SpaldingCharles Cooke Spalding

Cooke Foundation Ltd. said goodbye to two Cooke Foundation Ltd. said goodbye to two C Cooke Foundation Ltd. said goodbye to two CCof its leaders in the past year: Frances Ann Kay of its leaders in the past year: Frances Ann Kay Cof its leaders in the past year: Frances Ann Kay CCBrossy and Charles Cooke Spalding. Both were Brossy and Charles Cooke Spalding. Both were CBrossy and Charles Cooke Spalding. Both were CCalternate Foundation Trustees; and each of them alternate Foundation Trustees; and each of them

Calternate Foundation Trustees; and each of them

CCplayed a part in establishing at least one organizaplayed a part in establishing at least one organiza--tion which benefited the community.tion which benefited the community.

Coincidentally, Fran and Charlie’s lives also Coincidentally, Fran and Charlie’s lives also intertwined through their shared interest in intertwined through their shared interest in Idaho: after more than five years of residence Idaho: after more than five years of residence there, the Brossys sold Cove Ranch in Bellevue to there, the Brossys sold Cove Ranch in Bellevue to Charlie and his first wife, Nancy. Part of the deal Charlie and his first wife, Nancy. Part of the deal was an open invitation to visit the ranch for huntwas an open invitation to visit the ranch for hunt--ing and fishing, something Fran and her husband ing and fishing, something Fran and her husband Fred happily did. After he’d moved home to Fred happily did. After he’d moved home to Honolulu, Charlie finally sold the ranch.Honolulu, Charlie finally sold the ranch.

Also a Trustee before he retired, Charlie Also a Trustee before he retired, Charlie Spalding was instrumental in founding the Boys Spalding was instrumental in founding the Boys and Girls Clubs in Honolulu and on Kau`ai. At and Girls Clubs in Honolulu and on Kau`ai. At Charlie’s memorial service, held in the facility on Charlie’s memorial service, held in the facility on the Washington Middle School campus, executhe Washington Middle School campus, execu--tive director David Nakada summed up: “And tive director David Nakada summed up: “And so, to many of us, who have been touched by the so, to many of us, who have been touched by the vision, dedication and drive that Charlie put into vision, dedication and drive that Charlie put into the establishment of the Boys and Girls Club of the establishment of the Boys and Girls Club of Hawai`i, we thank him for all that he did to create Hawai`i, we thank him for all that he did to create that safe, nurturing, fun place for young people that safe, nurturing, fun place for young people to grow up, and in turn help build a better comto grow up, and in turn help build a better com--munity for all of us.” munity for all of us.”

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Also born in Honolulu, Fran Brossy lived part of her adult life on the mainland, in California as well as Idaho, before returning to Honolulu with her husband. They raised four children; there are nine grandchildren. In California and especially in Idaho, Fran enhanced her role as wife, mother, and ranch hand with such community outreach as teaching Sunday school and leading a 4-H club.

Besides serving as alternate to Betty Dunford, “Fran maintained her commitment to communi-ty in Honolulu, helping to establish a `time out’ day care center at Central Union church to aid ‘at risk’ mothers, serving as Regent of the Daughters of Hawai`i, and, in 1988, co-founding Habitat for Humanity in Hawai`i. Not only did she pro-vide the leadership and vision to get Habitat for Humanity off the ground in the islands, she also helped to build many Habitat homes in the ensu-ing years.” (from the introduction to a booklet of memories compiled by daughter Julie Brossy).

Each of these beloved colleagues contributed “worthy endeavors in the community that (the family feels) will make a significant difference in the betterment and welfare of the people of Hawai`i,” as our mission statement impels us to do. More importantly, they did so out of their unique experiences as children, spouses, and parents: seeing how the community could benefit from programs they’d learned about and sought to implement. Group support for at-risk teens and mothers; houses to become homes; preserving important areas of Hawai`i’s past: these significant achievements stand as memorials of Charlie Spalding’s and Fran Brossy’s long and useful lives.

Worthy endeavors in the community that (the family feels) will make a significant difference in the betterment and welfare of the people of Hawai`i

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(Mahalo to: David Nakada, Boys and Girls Club of Hawai`i; Cary Spalding; and Fred Brossy)

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an environment nurtures a sense of community and develops school pride.” Following a review and develops school pride.” Following a review of nominations submitted by schools throughout of nominations submitted by schools throughout the state, the Foundation gave awards of $5,000 the state, the Foundation gave awards of $5,000 each to three public schools. All public schools, each to three public schools. All public schools, including charter schools, were eligible to apply. including charter schools, were eligible to apply. Schools were asked to demonstrate that their Schools were asked to demonstrate that their projects included the participation of students, projects included the participation of students, parents and faculty/staff, significantly improved parents and faculty/staff, significantly improved the appearance of the school through landscapthe appearance of the school through landscap--ing or artwork, and had a maintenance plan ing or artwork, and had a maintenance plan that involves the school community or outside that involves the school community or outside organizations. The following schools were selectorganizations. The following schools were select--ed in 2008: S.W. King Intermediate School ed in 2008: S.W. King Intermediate School (Oahu), Lahainaluna High School (Maui), and (Oahu), Lahainaluna High School (Maui), and Innovations Public Charter School (Hawai`i Innovations Public Charter School (Hawai`i Island). The Cooke Foundation is pleased to Island). The Cooke Foundation is pleased to continue to offer this award in 2009.continue to offer this award in 2009.

Chamber Music Hawai`iChamber Music Hawai`i

Outreach to Molokai and Lanai SchoolsOutreach to Molokai and Lanai Schools

Chamber Music Hawai`i has fostered the pubChamber Music Hawai`i has fostered the pub--lic’s appreciation and understanding of chamber lic’s appreciation and understanding of chamber music by performing throughout the state since music by performing throughout the state since 1982. The organization has supported school 1982. The organization has supported school music programs through clinics and lecture demmusic programs through clinics and lecture dem--onstrations in classrooms statewide, and in recent onstrations in classrooms statewide, and in recent years has reached nearly 10,000 students on all years has reached nearly 10,000 students on all islands except Molokai and Lanai. In 2008, islands except Molokai and Lanai. In 2008, CMH musicians traveled to these two islands CMH musicians traveled to these two islands

where prowhere pro--f e s s i o n a l f e s s i o n a l c l a s s i c a l c l a s s i c a l music had music had not been not been performed performed in many in many y e a r s . y e a r s . M e m b e r s M e m b e r s of CMH’s of CMH’s

Year in Review

The Trustees of the Cooke Foundation are The Trustees of the Cooke Foundation are TThe Trustees of the Cooke Foundation are TTproud to support the efforts of Hawai`i nonproud to support the efforts of Hawai`i nonTproud to support the efforts of Hawai`i nonTT --profit organizations that provide meaningful profit organizations that provide meaningful programs and services and develop innovative programs and services and develop innovative ways to maximize their resources. Through ways to maximize their resources. Through grant awards to charitable organizations in our grant awards to charitable organizations in our state, the Cooke Foundation invests in and constate, the Cooke Foundation invests in and con--tributes to the health, welfare and enjoyment of tributes to the health, welfare and enjoyment of Hawai`i’s people. We are pleased to share the Hawai`i’s people. We are pleased to share the stories of three grants and a new Foundation stories of three grants and a new Foundation initiative that exemplify the variety and impact of initiative that exemplify the variety and impact of the projects funded by the Foundation this year.the projects funded by the Foundation this year.

Cooke Foundation Beautification Award Cooke Foundation Beautification Award for Public Schoolsfor Public Schools

In 2008, The Cooke Foundation Ltd. estabIn 2008, The Cooke Foundation Ltd. estab--lished a new Beautification Award for Public lished a new Beautification Award for Public Schools. This award recognizes exemplary comSchools. This award recognizes exemplary com--pleted projects that enhance the overall appearpleted projects that enhance the overall appear--ance and ambiance of Hawai`i public schools. In ance and ambiance of Hawai`i public schools. In the words of Lynne Johnson, Cooke Foundation the words of Lynne Johnson, Cooke Foundation Vice President and Trustee, “A beautiful enviVice President and Trustee, “A beautiful envi--ronment at school is conducive to learning and ronment at school is conducive to learning and encourages respect for one’s school, respect for encourages respect for one’s school, respect for others and respect for oneself. Maintaining such others and respect for oneself. Maintaining such

Cooke Foundation Alternate Trustee Greg Wrenn presents the Cooke Foundation Alternate Trustee Greg Wrenn presents the Beautification Award to King Intermediate School Vice Principal Beautification Award to King Intermediate School Vice Principal Robert Lockyer.Robert Lockyer.

James Moffitt, our Spring Wind Quintest clariJames Moffitt, our Spring Wind Quintest clariJames Moffitt, our Spring Wind Quintest clariJames Moffitt, our Spring Wind Quintest clari--netist, working with some of the Lana‘i clarinet netist, working with some of the Lana‘i clarinet players.players.

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Spring Wind Quintet conducted lecture demonSpring Wind Quintet conducted lecture demon--strations and student coaching for over 100 stustrations and student coaching for over 100 stu--dents and teachers at Lanai Middle School, where dents and teachers at Lanai Middle School, where staff are rebuilding a once-active band program. staff are rebuilding a once-active band program. CMH’s Honolulu Brass quintet performed for CMH’s Honolulu Brass quintet performed for more than 1,000 students and 60 teachers at five more than 1,000 students and 60 teachers at five schools on Molokai, whose high and intermedischools on Molokai, whose high and intermedi--ate schools lack any band or orchestra programs. ate schools lack any band or orchestra programs.

The musicians were enthusiasThe musicians were enthusias--tically received on both islands, tically received on both islands, and have been asked to return and have been asked to return in 2009.in 2009.

Hawaiian Kamali`iHawaiian Kamali`i

Traditional Hale Wa`aTraditional Hale Wa`a

Hawaiian Kamali`i was Hawaiian Kamali`i was established by Maui’s Hawaiian established by Maui’s Hawaiian Canoe Club in 1992 to proCanoe Club in 1992 to pro--vide ocean-oriented educavide ocean-oriented educa--tional and cultural programs tional and cultural programs for Valley Isle youth. In 2009, for Valley Isle youth. In 2009, the organization has focused the organization has focused on the construction of a traon the construction of a tra--

ditional hale wa`a (canoe house) at its Kahului ditional hale wa`a (canoe house) at its Kahului Harbor location. The 50 x 30 foot hale wa`a Harbor location. The 50 x 30 foot hale wa`a is being built by native Hawaiian master hale is being built by native Hawaiian master hale builders assisted by Hawaiian Kamali`i program builders assisted by Hawaiian Kamali`i program youth and HCC members. The hale builders are youth and HCC members. The hale builders are instructing and mentoring keiki in the proper instructing and mentoring keiki in the proper way to work with native materials including loulu way to work with native materials including loulu palm and `ohi`a logs. The hale wa`a will be a palm and `ohi`a logs. The hale wa`a will be a place for Hawaiians, non-Hawaiians, keiki, and place for Hawaiians, non-Hawaiians, keiki, and kupuna to gather, share, and enjoy Hawaiian culkupuna to gather, share, and enjoy Hawaiian cul--ture. When finished, it will be one of the largest ture. When finished, it will be one of the largest in the State of Hawai`i and the only hale wa`a in in the State of Hawai`i and the only hale wa`a in Central Maui.Central Maui.

The Nature Conservancy of Hawai`iThe Nature Conservancy of Hawai`i

Mauka to Makai CampaignMauka to Makai Campaign

The Nature Conservancy is the State’s leadThe Nature Conservancy is the State’s lead--ing nonprofit conservation organization dediing nonprofit conservation organization dedi--

cated to protecting cated to protecting Hawai`i’s native Hawai`i’s native forest and marine forest and marine e n v i r o n m e n t s . e n v i r o n m e n t s . For 30 years, the For 30 years, the Conservancy has Conservancy has been working in been working in partnership with partnership with landowners, comlandowners, com--munity members munity members and other nonand other non--profits to save the profits to save the best remaining native land and seascapes in the best remaining native land and seascapes in the Main Hawaiian Islands. With Hawai`i’s rich Main Hawaiian Islands. With Hawai`i’s rich and diverse natural environment being altered and diverse natural environment being altered and depleted at increasingly rapid rates, the and depleted at increasingly rapid rates, the Conservancy has now developed new conservaConservancy has now developed new conserva--tion methods and strategies to protect the forest tion methods and strategies to protect the forest and marine environments with much greater and marine environments with much greater effectiveness and efficiency. The Mauka to Makai effectiveness and efficiency. The Mauka to Makai Campaign was launched by the Conservancy to Campaign was launched by the Conservancy to raise additional resources needed to replicate and raise additional resources needed to replicate and expand these successful strategies and monitor expand these successful strategies and monitor their impact around the State. their impact around the State.

These projects, and the many other important These projects, and the many other important programs and projects listed in this report, programs and projects listed in this report, highlight the variety of grants made in suphighlight the variety of grants made in sup--port of Hawai`i’s people through creative and port of Hawai`i’s people through creative and resourceful nonprofit organizations. With deep resourceful nonprofit organizations. With deep appreciation, we salute the tireless work of the appreciation, we salute the tireless work of the leadership, staff and volunteers of Hawai`i’s leadership, staff and volunteers of Hawai`i’s nonprofit organizations in making a difference nonprofit organizations in making a difference in our community.in our community.

SAMUEL A. COOKESAMUEL A. COOKE

President and Trustee President and Trustee

...proud to support the efforts of Hawai ‘i nonprofit organizations that provide meaningful programs and services and develop

innovative ways to maximize their resources

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A diver uses the “Super Sucker,” a four-inch A diver uses the “Super Sucker,” a four-inch round, 100-foot hose to remove invasive algae round, 100-foot hose to remove invasive algae from the reef (c) Kanako Uchino.from the reef (c) Kanako Uchino.

Hawaiian Kamalii youth members Hawaiian Kamalii youth members checking the sturdiness of an ‘ohi’a pole checking the sturdiness of an ‘ohi’a pole for the new hale.for the new hale.

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ples generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all mate-rial respects, the assets and net assets of Cooke Foundation, Limited as of June 30, 2009 and 2008, and the revenues, expenses and changes in net assets for the years then ended, on the basis of accounting described in Note 2.

Our audits were made for the purpose of forming an opinion on the basic financial state-ments taken as a whole. The supplementary information included in schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the basic financial state-ments. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opin-ion, is fairly stated, on the basis of accounting described in Note 2, in all material respects in relation to the basic financial statements taken as a whole.

OHATA CHUN YUEN LLP

Honolulu, Hawai‘iNovember 5, 2009

Independent Auditor’s Report

We have audited the accompanying statements of assets and net assets of Cooke Foundation, Limited as of June 30, 2009 and 2008, and the related statements of revenues and expenses and changes in net assets for the years then ended. These financial statements are the responsibility of the Foundation’s management. Our respon-sibility 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by manage-ment, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2, these financial state-ments were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting princi-

The TrusteesCooke Foundation, Limited

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Statement of assets and net assetsJune 30, 2009 And 2008

Assets 2009 2008

Cash And Cash Equivalents $ 838,112 $ 598,696Investment Securities, at fair value Corporate stocks 5,482,539 10,442,939 Mutual funds 5,969,534 5,430,782 Government securities 3,545,673 4,544,590 Corporate bonds 3,073,219 3,174,968

$ 18,070,965 $ 23,593,279

$ 18,909,077 $ 24,191,975

NetAssets

Unrestricted $ 18,909,077 $ 24,191,975The accompanying notes are an integral part of the financial statements.

2009 2008

Revenues Interest $ 385,919 $ 434,187 Dividends 261,304 305,505 Return of prior year grants 31,682 – Litigation settlement proceeds 17,604 19,453 Total revenues 696,509 759.145 Expenses Net realized and unrealized losses on investments 4,638,801 2,166,879 Grant and contribution distributions 1,127,319 1,165,850 Agent’s fees 95,363 111,093 Grants administration fees 80,000 78,000 Federal excise tax 12,500 14,000 Professional fees 9,787 9,683 Stationery and printing 6,728 6,775 Meetings and conferences 5,739 21,486 Professional organization memberships 2,940 2,940 Miscellaneous 230 5

Total expenses 5,979,407 3,580,561

Change In Net Assets (5,282,898) (2,821,416)

Net Assets, Beginning Of Year 24,191,975 27,013,391

Net Assets, End Of Year $18,909,077 $24,191,975

The accompanying notes are an integral part of the financial statements.

StatementS Of RevenueS and expenSeS

and ChangeS In net aSSetS

Years Ended June 30, 2009 And 2008

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notes to FinanCiaL statements

(1) OrganizationThe Cooke Foundation, Limited (Foundation) was incorporated in Hawaii on June 18, 1971 as a nonprofit corporation and the successor to the Charles M. and Anna C. Cooke Trust (Trust). The assets, undistributed income, and principal of the Trust were transferred to the Foundation at the Trust’s basis, and the Trust was subsequently liquidated. The purpose of the Foundation is to provide funds to assure in some measure, the continuance of and to extend and expand all worthy endeavors for the bet-terment and welfare of the community, and other communities in the state of Hawaii by gifts and donations.All assets of the Foundation are unrestricted and can be expended in accordance with the provisions of the Foundation’s charter and at the discretion of the trust-ees of the Foundation.

(2) Summary Of Significant Accounting PoliciesBasis Of AccountingThe Foundation’s financial statements are prepared on a modified cash basis; consequently certain revenues and the related assets are recognized when received rather than when earned, and certain expenses are recognized when paid rather than when the obligation is incurred, except for investments which are recorded at fair value. Such basis of accounting is considered to be a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

Cash EquivalentsCash equivalents include investment securities with original maturities of three months or less.

InvestmentsInvestments in debt and equity securities are stated at fair value, based on quoted market prices or dealer quotes. Realized and unrealized gains and losses are reflected in the statement of revenues and expenses and changes in net assets. Gains or losses on sale of investments are based on the specific identification method.

On January 1, 2008, the Foundation adopted the provisions of SFAS No. 157, Fair Value Measurements, (“SFAS 157”) for financial instruments and liabilities. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Foundation has the ability to access. Level 2 - Valuations based on one or more quoted prices in active markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Risks And UncertaintiesThe Foundation may invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of assets and net assets.

(3) Investments In SecuritiesAt June 30, 2009 and 2008, investments in securities were as follows:

2009

Cost Fair value Corporate stocks $ 5,667,380 $ 5,482,539Mutual funds 6,447,694 5,969,534Government securities 3,456,848 3,545,673Corporate bonds 3,102,270 3,073,219 $18,674,192 $18,070,965

2008 Cost Fair valueCorporate stocks $10,279,061 $10,442,939Mutual funds 4,865,466 5,430,782Government securities 4,445,051 4,544,590Corporate bonds 3,251,542 3,174,968 $22,841,120 $23,593,279

The following table presents the Foundation’s fair value heirarchy for those assets measured at fair value on June 30, 2009.

Fair Value Level 1 Level 2 Level 3 Investment Securities:Corporate stocks $ 5,482,539 $ 5,482,539 $ - $ -Mutual funds 5,969,534 - 5,969,534 -Government securities 3,545,673 - 3,545,673 - Corporate bonds 3,073,219 - 3,073,219 -

$18,070,965 $ 5,482,539 $12,588,426 $ -

(4) Agent’s FeeThe Foundation’s financial affairs are managed by Bank of Hawaii Investment Services Group (Fiscal Agent). For this service, the Fiscal Agent is to receive five-tenths of 1% on the first $20 million of marketable securities, four-tenths of 1% on the next $30 million, and three-tenths of 1% thereafter, and $5,000 for fiscal administration. Fiscal agent fees for the years ended June 30, 2009 and 2008 amounted to $95,363 and $111,943, respectively.

(5) Tax StatusThe Foundation is classified as a private nonprofit corporation, as defined in the Internal Revenue Code (Code), and is exempt from federal income tax under Section 501 (c)(3) of the Code. However, the Foundation is liable for a 1% or 2% private foundation excise tax on net investment income and net gains realized from investment transactions under Section 4940(a) of the Code.(6) CommitmentsAs of June 30, 2009, the board of trustees has approved contributions and grants payable through June 30, 2012. Commitments outstanding as of June 30, 2009, exclusive of certain contributions and grants subject to satisfac-tion of stipulated conditions by the intended recipients before payment can be made, are scheduled for payment as follows:

Year ending June 30:

2010 $ 442,5002011 225,0002012 100,0002013 25,000

$ 792,500

June 30, 2009 and 2008

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C o o k e F o u n d a t i o n , L i m i t e d A n n u a l R e p o r t 2 0 0 9

SummaRy Of gRant and COntRIbutIOn dIStRIbutIOnS

Years Ended June 30, 2009 And 2008Schedule 1

2009 2008 2007 2006 2005

AMOUnT PERCEnT AMOUnT PERCEnT AMOUnT PERCEnT AMOUnT PERCEnT AMOUnT PERCEnT

Arts, Culture & Humanities $415,000 36.8% $498,250 42.7% $478,500 36.1% 321,840 35.1% 362,500 34.3%

Community Development $15,000 1.1%

Education $272,500 24.2% $238,600 20.5% $322,500 24.3% 262,500 28.6% 320,200 30.3%

Environment $119,819 10.6% $105,000 9.0% $150,600 11.3% 107,500 11.7% 49,000 4.6%

Health $43,000 3.8% $45,000 3.9% $110,000 8.3% 58,397 6.4% 67,500 6.4%

Human Services $187,000 16.6% $151,000 12.9% $160,500 12,1% 61,500 6.7% 100,000 9.4%

Religion/Spiritual Development $45,000 4.0% $90,000 7.7% 80,000 6.0% 60,000 6.5% 50,000 4.7%

Youth Development $45,000 4.0% $38,000 3.3% $10,000 0.8% 32,500 3.6% 91,500 8.6%

Other $12,500 1.4% 17,500 1.7%

Total grant and contribution distributions $1,127,319 100% $1,165,850 100.0% $1,327,100 100% $916,737 100% $1,058,200 100%

See accompanying independent auditors’ report.

C o o k e F o u n d a t i o n , L i m i t e d A n n u a l R e p o r t 2 0 0 9

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0

10

20

30

40

50

Perc

ent o

f Tot

al

Art

s, C

ultu

re

& H

uman

ities

Edu

catio

n

Hea

lth

Env

iron

men

t

Hum

an S

ervi

ces

Rel

igio

n/Sp

iritu

al

Dev

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evel

opm

ent

36.8%$415,000

24.2%272,500

10.6%$119,819

3.8%$43,000

16.6%$187,000

4.0%$45,000

4.0%$45,000

G r a n t s July 1, 2008 – June 30, 2009

Kilauea Drama & Entertainment Network $10,000(KDEN) Living History ProgramThe Reverend Kahu Akaka Ministries $5,000 Preserve and Archive the Works of Rev. Abraham K. Akaka

TOTAL FOR ARTS, CULTURE & HUMAnITIES $415,000

EDUCATIOn

CAPITAL

Academy of the Pacific $14,000 Capital ImprovementsHanahauoli School $50,000 Malama Ia Hanahau‘oli Phase IIIHawai‘i Pacific University $25,000 Capital Improvements - Hawai‘i Loa CampusIsland School $25,000 Campus Expansion Capital CampaignMaui Preparatory Academy $25,000 2006-2007 Campus Expansion ProjectPunahou School $37,500 Case Middle SchoolSacred Hearts Academy $25,000 Construction of a New Performing Arts BuildingUniversity of Hawai‘i Foundation $5,000 Technology Advancement for Education Program Effectiveness

PROgRAMBamboo Ridge Press $16,000 Anshuu: Dark Sorrow Publication ProjectChamber Music Hawai‘i $5,000 Music Outreach to Molokai and Lanai schools 2009-2010Hawai‘i Youth Opera Chorus $20,000 Music Education for Oahu Elementary SchoolsJunior Achievement Hawai‘i $2,000 Financial Literacy Program ExpansionPublic Schools of Hawai‘i Foundation $5,000 Innovations Public Charter Schools - Beautification Award

ARTS, CULTURE AnD HUMAnITIES

CAPITAL

Arizona Memorial Museum Association $25,000 Pearl Harbor Memorial Museum & Visitor CenterBishop Museum $25,000 Hawaiian Hall RenovationsHui No‘eau Visual Arts Center $25,000 Capital ImprovementsMaui Arts & Cultural Center $25,000 Completing Pundy’s DreamParish of St. Clements Inc. $25,000 Restoration of the Lefferts Cooke Memorial OrganThe Contemporary Museum $25,000 Capital Campaign

PROgRAMDiamond Head Theatre $10,000 A Site Development Plan for Diamond Head TheatreHawai‘i Architectural Foundation $25,000 Hawai‘i’s Forgotten Japanese TemplesHawai‘i Performing Arts Company, Ltd. $5,000 2008-2009 Community Outreach ProgramHawaiian Kamalii Inc. $10,000 Construction of Traditional HaleHawaiian Mission Children’s Society $37,500 Insuring Our Future While Respecting Our PastHistoric Hawai‘i Foundation $25,000 Hawai‘i Preservation FundHonolulu Academy of Arts $100,000 Annual GrantHonolulu Culture and Arts District Association $7,500 Chinatown Visitor Infrastructure & Museum ProjectHonolulu Symphony Society $25,000 Honolulu Symphony Education and Community Outreach ProgramKauai Concert Association $5,000 Contemporary Program

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C o o k e F o u n d a t i o n , L i m i t e d A n n u a l R e p o r t 2 0 0 9

C o o k e F o u n d a t i o n , L i m i t e d A n n u a l R e p o r t 2 0 0 9

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G r a n t s ( c o n t i n u e d ) July 1, 2008 – June 30, 2009

Child and Family Service $25,000 10th Anniversary Campaign - Emergency Shelter & Transitional Housing FacilityCircles of Light $2,000 Technology UpgradesHabitat for Humanity West Hawai‘i $19,000 Habitat Home BuildHelping Hands Hawai‘i $5,000 Repair and Improvement of Sewer SystemThe Arc of Hilo $25,000 Arc of Hilo Training & Community CenterYWCA of Oahu $25,000 Power to Change

PROgRAMFamily Promise of Hawai‘i $10,000 Assist Homeless Families to Achieve Sustainable IndependenceFamily Support Services of West Hawai‘i $5,000 Na Makuakanu Maika‘i ‘O Hawai‘i - Great Fathers of Hawai‘iHawai‘i Foodbank $20,000 Food 4 Keiki Backpack ProgramHawai‘i Institute for Public Affairs $20,000 Community Well-Being IndexKauai Food Bank, Inc. $10,000 Eastside Kauai Backpack ProgramKokua Kalihi Valley Comprehensive $10,000Family Services KVIBE - Kalihi Valley Instructional Bicycle ExchangeMedication Center of Molokai $9,000 Molokai Fathering InitiativeWomen in Need $2,000 Kauai Bridge to Success - Case Management

TOTAL FOR HUMAn SERVICES $187,000

Public Schools of Hawai‘i Foundation $5,000 S.W. King Intermediate School - Beautification AwardPublic Schools of Hawai‘i Foundation $5,000 Lahainaluna High School - Beautification AwardTeach For America $8,000 Expanding Teach For America Hawai‘i to the Big Island

TOTAL EDUCATIOn $272,500

EnVIROnMEnT

CAPITAL

Ke Aupuni Lokahi $25,000 Molokai Land TrustNational Tropical Botanical Garden $25,000 Native Plant Conservation Support

PROgRAM‘Aha Kukui o Molokai $4,819 Halau Wa‘a (Canoe House)Habitat for Humanity Leeward Oahu Inc. $20,000 Leeward Habitat ReStoreThe Nature Conservancy of Hawai‘i $25,000 Mauka to Makai CampaignTrust for Public Land $20,000 Hawaiian Islands Program Native Lands Program Coordinator

TOTAL FOR EnVIROnMEnT $119,819

HEALTH

CAPITAL

Hospice of Hilo $25,000 In-Patient Hospice FacilityOrgan Donor Center of Hawai‘i $3,000 Computers for Procurement Coordinators and Public Education

PROgRAM

Waikiki Health Center $15,000 Improving Patient Health Outcomes Through Adding Position of EMR Manager/Training Coordinator

TOTAL FOR HEALTH $43,000

HUMAn SERVICES

CAPITAL

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G r a n t s ( c o n t i n u e d ) July 1, 2008 – June 30, 2009

RELIGIOn/SPIRITUAL DEVELOPMEnT

CAPITAL

Kawaiaha‘o Church $25,000 Church RenovationsThe Episcopal Church in Hawai‘i $20,000 St. Andrew’s Restoration, Phase I: Renovation of Davies Hall

TOTAL FOR RELIGIOn/ $45,000SPIRITUAL DEVELOPMEnT

YOUTH DEVELOPMEnT

CAPITAL

Boys & Girls Club of Hawai‘i $25,000 Windward Clubhouse Capital CampaignStorybook Theatre of Hawai‘i $15,000 Spark M. Matsunaga Children’s International Garden of Peace

PROgRAM

Aikahi Elementary School PTA $5,000 The Aikahi Elementary Student-Designed, Community Built Playground Project - Friends of the Aikahi Playground

TOTAL FOR YOUTH $45,000DEVELOPMEnT

TOTAL COOkE FOUnDATIOn, $1,127,319LTD. GRAnTS

C o o k e F o u n d a t i o n , L i m i t e d A n n u a l R e p o r t 2 0 0 9

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is contingent on receipt of a satisfactory progress report.

• The Foundation does not accept incomplete applications or applications from organiza-tions with overdue reports.

• Applications for more than $25,000 must be sponsored by a Trustee.

• Recent grants are listed at www.cookefdn.org.

APPLICATIOn PROCEDURES• Download the grant application cover sheet

posted at www.cookefdn.org.

• Complete the cover sheet. Attach the pro-posal narrative and all other required docu-ments listed below.

• Use single-sided white 8-1/2 x 11 inch paper.

• No cover letters, business cards, videos, CDs.

• No binding or staples. Clips are acceptable.

• No additional copies are required.

• Application materials will not be returned.

• Mail or deliver application to:

Cooke Foundation, 1164 Bishop St., Ste. 800, Honolulu, HI 96813

PROPOSAL nARRATIVE• Maximum five single-spaced pages.

Minimum 12-point font and 1-inch margins. Use these headings:

Organization: Describe the organization, including mission and history, year estab-lished, geographic reach, staff size, and staff capabilities to conduct the proposed work.

Problem or opportunity: Describe the problem or opportunity to be addressed by the project.

Describe the population that will benefit from the project, including an estimate of size or numbers.

Cooke Foundationgrant Application guidelines

MISSIOnThe Cooke Foundation supports worthy endeav-ors in the community that the family feels will make a significant difference in the betterment and welfare of the people of Hawai‘i.

ELIGIBILITY AnD RESTRICTIOnS• The fields of greatest interest are arts, cul-

ture, and humanities; community develop-ment; education; environment; health; human services; and youth development.

• Applicants must be classified under section 501(c)(3) of the Internal Revenue Code. The Foundation does not make grants to supporting organizations classified under section 509(a)(3) of the Internal Revenue Code or other organizations requiring expenditure responsibility.

• The Foundation does not generally fund loans; endowments; funds for re-granting; conferences, festivals, and similar one-time events; religious programs; operating sup-port; activities that have already occurred; scholarships; and grants to individuals or for the benefit of identified individuals.

• Applications from a unit of the University of Hawai‘i must be submitted through the University of Hawai‘i Foundation.

• A grantee may not receive more than one grant in any fiscal year (July through June), except that a grantee serving as the fiscal sponsor for another organization may receive a second grant for its own project.

• The term of a grant is usually one year. Grantees may reapply for funding in subsequent years, but must submit a final report before reapplying. In the case of a multi-year pledge, payments are released in twelve-month intervals, and each payment

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C o o k e F o u n d a t i o n , L i m i t e d A n n u a l R e p o r t 2 0 0 9

Activities: Describe the activities to be performed, and the services or products to be delivered, including quantities and a time-line. If the project is a partnership, describe each partner’s role.

Explain why you chose this approach to the problem or opportunity.

Expected results: Explain how participants or the community will benefit. (Provide specific, measurable expected results.) Describe the plan to determine the effectiveness of the project.

Funding plan: Explain the project budget, including adjustments to be made if not all anticipated funding is received. Describe the plan, if any, to continue funding the project after the grant period ends.

ADDITIOnAL REqUIRED DOCUMEnTS• Executive summary

• Maximum one single-spaced page. Minimum 12-point font and 1-inch margins.

• Include organization name and project title at the top of the page.

• Please summarize the proposal narrative as concisely as possible, using the same headings: Organization, Problem or Opportunity, Activities, Expected results, and Funding plan.

• Project budget showing:

• Anticipated income (source, amount, restrictions, and whether secured or pending)

• Anticipated expenses (overall expenses, and expenses for which Cooke Foundation grant will be used)

• Board of directors list

• IRS 501(c)(3) determination letter (not required if applying through a fiscal sponsor)

• Organization’s annual operating budget for the current year

• Organization’s balance sheet for the most recently completed fiscal year

• Organization’s income statement (or profit/loss statement) for the most recently completed fiscal year

Audited financial statements are preferred but not required.

Local units of national organizations must submit local unit financial information.

FISCAL SPOnSORSIf a fiscal sponsor is involved, please see addi-tional requirements listed on grant application cover sheet.

DEADLInES

Applications postmarked or delivered by the first day in:

...will be considered at the Trustees’ meeting in:

...and applicants will receive decision letters in:

March May early June

September November early December

Please visit www.cookefdn.org for the most current information about recent grants and application guidelines.

C O O K E F O U N D AT I O N , L I M I T E D

1164 Bishop Street, Suite 800

Honolulu, HI 96813

Telephone (808) 566-5524

Facsimile (808) 521-6286

www.cookefdn.org