Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
 

Number and street (or P.O. box number if mail is not delivered to street address)2 EAST READ STREET NO 100   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BALTIMORE, MD21202
A Employer identification number

52-2040073
B Telephone number (see instructions)

(410) 539-8308
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$70,703,774J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 2,157,835 2,157,835  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,007,489
b Gross sales price for all assets on line 6a 12,519,414
7 Capital gain net income (from Part IV, line 2)... 4,007,489
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 -99,659 0  
12 Total. Add lines 1 through 11........ 6,065,665 6,165,324  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 297,926 53,627   244,299
14 Other employee salaries and wages...... 27,500 0   27,500
15 Pension plans, employee benefits....... 83,596 13,740   69,856
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 13,074 2,615   16,459
c Other professional fees (attach schedule).... Click to see attachment 614,467 614,467   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 102,168 47,171   0
19 Depreciation (attach schedule) and depletion... Click to see attachment 450 0  
20 Occupancy.............. 27,105 0   27,105
21 Travel, conferences, and meetings....... 5,107 0   5,107
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 36,901 0   36,901
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,208,294 731,620   427,227
25 Contributions, gifts, grants paid........ 3,270,870 3,000,500
26 Total expenses and disbursements. Add lines 24 and 25 4,479,164 731,620   3,427,727
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,586,501
b Net investment income (if negative, enter -0-) 5,433,704
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
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............... 45    
2 Savings and temporary cash investments.......... 1,898,606 805,884 805,884
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet   77 0 0
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 45,925 10,678 10,678
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 3,355,643 Click to see attachment4,607,653 4,607,653
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 58,028,994 Click to see attachment61,144,191 61,144,191
14 Land, buildings, and equipment: basis bullet51,953
Less: accumulated depreciation (attach schedule) bullet50,603 1,800 Click to see attachment1,350 1,350
15 Other assets (describe bullet) Click to see attachment78,016 Click to see attachment4,134,018 Click to see attachment4,134,018
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 63,409,106 70,703,774 70,703,774
Liabilities 17 Accounts payable and accrued expenses.......... 55,548 71,550
18 Grants payable................... 392,000 663,000
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 447,548 734,550
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 62,961,558 69,969,224
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 62,961,558 69,969,224
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 63,409,106 70,703,774
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 62,961,558
2 Enter amount from Part I, line 27a..................... 2 1,586,501
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 5,421,165
4 Add lines 1, 2, and 3.......................... 4 69,969,224
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 69,969,224
Form 990-PF (2013)
Form 990-PF (2013)
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 ADAGE CAPITAL PARTNERS LP PASS-THROUGH P    
b ADAGE CAPITAL PARTNERS LP PASS-THROUGH P    
c BRANDYWINE INVESTMENT TRUST PASS-THROUGH P    
d BRANDYWINE INVESTMENT TRUST PASS-THROUGH P    
e THE EMERGING MARKETS COUNTRY FUND PASS-THROUGH P    
THE EMERGING MARKETS COUNTRY FUND PASS-THROUGH P    
CITI HICKS MUSE PARTNERS LP PASS-THROUGH P    
CITI HICKS MUSE PARTNERS LP PASS-THROUGH P    
CITI MASTERS OFFSHORE FUND P 2002-01-01 2013-12-31
QUESTMARK PARTNERS LP PASS-THROUGH P    
PUBLICLY TRADED SECURITIES - SCHWAB #4267      
PUBLICLY TRADED SECURITIES - SCHWAB #4267      
THE SILCHESTER INT'L INVESTORS PASS-THROUGH P    
THE SILCHESTER INT'L INVESTORS PASS-THROUGH P    
1997.70 SHS SILVER CREEK LONG/SHORT LTD. P 2002-06-05 2013-12-13
PUBLICLY TRADED SECURITIES - SCHWAB #4729      
PUBLICLY TRADED SECURITIES - SCHWAB #4729      
LANSDOWNE 1 PASS-THROUGH P    
LANSDOWNE 12 PASS-THROUGH P    
IRONWOOD INT'L LTD P 2003-12-30 2013-07-31
PUBLICLY TRADED SECURITIES - WELLS FARGO      
PUBLICLY TRADED SECURITIES - WELLS FARGO      
JOHCM INT'L SELECT FUND PASS-THROUGH P    
JOHCM INT'L SELECT FUND PASS-THROUGH P    
THE BALTIMORE FUND LLC PASS-THROUGH P    
HIGHFIELDS CAPITAL IV LP PASS-THROUGH P    
HIGHFIELDS CAPITAL IV LP PASS-THROUGH P    
THE EMERGING MARKETS COUNTRY FUND P 2012-06-30 2013-05-07
(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       487,624
b       557,782
c       8,741
d       40,860
e       -102,405
      -97,937
      30
      -21,596
339,460     339,460
      4,368
186,127   171,336 14,791
841,123   559,100 282,023
      59,801
      552,238
272,658   203,346 69,312
507,645   532,562 -24,917
2,495,100   2,501,811 -6,711
      64,978
      148,067
4,568,786   3,000,000 1,568,786
1,110   1,018 92
81,564   70,141 11,423
      -20,819
      156,659
      10,813
      -42,631
      -53,343
3,225,841   3,225,841 0
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       487,624
b       557,782
c       8,741
d       40,860
e       -102,405
      -97,937
      30
      -21,596
      339,460
      4,368
      14,791
      282,023
      59,801
      552,238
      69,312
      -24,917
      -6,711
      64,978
      148,067
      1,568,786
      92
      11,423
      -20,819
      156,659
      10,813
      -42,631
      -53,343
      0
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 4,007,489
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 3,217,012 60,651,905 0.053041
2011 2,775,441 60,669,552 0.045747
2010 2,846,074 60,308,125 0.047192
2009 3,292,969 53,470,208 0.061585
2008 3,377,655 62,650,118 0.053913
2 Total of line 1, column (d) ...................... 2 0.261478
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.052296
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 64,386,979
5 Multiply line 4 by line 3....................... 5 3,367,181
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 54,337
7 Add lines 5 and 6......................... 7 3,421,518
8 Enter qualifying distributions from Part XII, line 4.............. 8 3,427,727
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 54,337
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 54,337
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 54,337
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 105,000
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.............. 7 105,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 50,663
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet15,000 RefundedBullet 11 35,663
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMD
    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 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.STRAUSFOUNDATION.ORG
    14
    The books are in care ofbulletJAN RIVITZ Telephone no.bullet (410) 539-8308
    Located atbullet2 EAST READ STREETBALTIMOREMD ZIP+4bullet21202
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bullet  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 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 2013.)....................
    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 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    SUSAN LEVITON DIRECTOR
    0.50     		0 0 0
    500 WEST BALTIMORE STREET
    BALTIMORE,MD21201
    JAN C RIVITZ PRESIDENT/TREASURER
    40.00     		297,926 64,086 0
    2 EAST READ STREET
    BALTIMORE,MD21202
    TERRY UNDERBERG SECRETARY
    0.50     		0 0 0
    136 EAST 56TH STREET
    NEW YORK,NY10022
    STEPHEN H ABRAHAM DIRECTOR
    0.50     		0 0 0
    1758 PARK ROAD NW
    WASHINGTON,DC200102105
    SAMUEL HIMMELRICH DIRECTOR
    0.50     		0 0 0
    3600 CLIPPER MILL ROAD
    BALTIMORE,MD212111934
    LEE E COPLAN VICE PRESIDENT
    0.50     		0 0 0
    750 EAST PRATT STREET
    BALTIMORE,MD21202
    CHARLES BAUM DIRECTOR
    0.50     		0 0 0
    2545 WILKENS AVENUE
    BALTIMORE,MD21223
    JANE ABRAHAM LIFETIME DIRECTOR EMERITA
    0.50     		0 0 0
    11 SLADE AVENUE
    PIKESVILLE,MD21208
    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...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    CAMBRIDGE ASSOCIATES INVESTMENT ADVISER 100,000
    125 HIGH STREET
    BOSTON,MA02110
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    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
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    3,219,349
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    54,337
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    54,337
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,165,012
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    3,165,012
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    3,165,012
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-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 V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 3,165,012
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 261,650
    b From 2009....... 719,239
    c From 2010.......  
    d From 2011.......  
    e From 2012....... 235,320
    fTotal of lines 3a through e......... 1,216,209
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 3,427,727
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 3,165,012
    e Remaining amount distributed out of corpus 262,715
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 1,478,924
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		261,650
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		1,217,274
    10 Analysis of line 9:
    a Excess from 2009.... 719,239
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012.... 235,320
    e Excess from 2013.... 262,715
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    JAN RIVITZ
    2 EAST READ STREET SUITE 100
    BALTIMORE,MD21202
    (410) 539-8308
    bThe form in which applications should be submitted and information and materials they should include:
    COMMON GRANT APPLICATION FORM (ABAG FORM)
    cAny submission deadlines:
    APPLICATIONS ARE ACCEPTED YEAR-ROUND
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NO ENDOWMENTS OR RESTRICTIONS TO INDIVIDUALS
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ACLU FOUNDATION OF MARYLAND
    3600 CLIPPER MILL ROAD SUITE 350
    BALTIMORE,MD21211     		N/A PC ALL GENERAL SUPPORT 150,000
    ADOPTIONS TOGETHER
    4061 POWDER MILL ROAD SUITE 320
    CALVERTON,MD20705     		N/A PC ALL GENERAL SUPPORT 20,000
    ADVOCATES FOR CHILDREN AND YOUTH
    8 MARKET PLACE 5TH FLOOR
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 53,000
    ARTS EDUCATION IN MARYLAND SCHOOLS ALLIANCE INC
    175 W OSTEND STREET SUITE A-3
    BALTIMORE,MD21230     		N/A PC ALL GENERAL SUPPORT 2,000
    ASH FOUNDATION
    2200 RESEARCH BOULEVARD 105
    ROCKVILLE,MD208503289     		N/A PC ALL GENERAL SUPPORT 1,000
    ASPEN INSTITUTE
    1 DUPONT CIRCLE NW SUITE 700
    WASHINGTON,DC20036     		N/A PC ALL GENERAL SUPPORT 50,000
    ASSOCIATED BLACK CHARITIES INC
    1114 CATHEDRAL STREET
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 5,000
    ASSOCIATION OF BALTIMORE AREA GRANTMAKERS
    2 E READ STREET 2ND FLOOR
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 6,500
    BALTIMORE CASH CAMPAIGN
    217 E REDWOOD STREET SUITE 1500
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 55,000
    BALTIMORE CHESAPEAKE BAY OUTWARD BOUND
    1900 EAGLE DRIVE
    BALTIMORE,MD21207     		N/A PC ALL GENERAL SUPPORT 500
    BALTIMORE CITY HEALTH DEPARTMENT
    1001 E FAYETTE STREET
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 25,000
    BALTIMORE EDUCATION RESEARCH CONSORTIUM
    2701 N CHARLES STREET SUITE 300
    BALTIMORE,MD21218     		N/A PC ALL GENERAL SUPPORT 20,000
    BALTIMORE MENTAL HEALTH SYSTEMS
    201 EAST BALTIMORE STREET SUITE
    1340
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 75,000
    BALTIMORE MUSEUM OF ART
    210 ART MUSEUM DRIVE
    BALTIMORE,MD212183898     		N/A PC ALL GENERAL SUPPORT 3,500
    BALTIMORE SCHOOL FOR THE ARTS FOUNDATION
    712 CATHEDRAL STREET
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 4,000
    BRIDGESPAN GROUP
    535 BOYLSTON STREET 10TH FLOOR
    BOSTON,MA02116     		N/A PC ALL GENERAL SUPPORT 55,000
    CAMP AIRY AND CAMP LOUISE FOUNDATION INC
    5750 PARK HEIGHTS AVENUE
    BALTIMORE,MD21215     		N/A PC ALL GENERAL SUPPORT 612,500
    CASA DE MARYLAND INC
    8151 15TH AVENUE
    LANGLEY PARK,MD20783     		N/A PC ALL GENERAL SUPPORT 2,500
    CATHOLIC HIGH SCHOOL OF BALTIMORE
    2800 EDISON HIGHWAY
    BALTIMORE,MD21213     		N/A PC ALL GENERAL SUPPORT 4,000
    CENTRAL SCHOLARSHIP
    6 PARK CENTER COURT SUITE 211
    OWINGS MILLS,MD21117     		N/A PC ALL GENERAL SUPPORT 156,000
    CHANA
    101 WEST MOUNT ROYAL AVENUE
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 25,000
    CHESAPEAKE BAY FOUNDATION
    6 HERNDON AVENUE
    ANNAPOLIS,MD21403     		N/A PC ALL GENERAL SUPPORT 1,000
    CHILDREN'S MIRACLE NETWORK HOSPITALS
    205 WEST 700 SOUTH
    SALT LAKE CITY,UT84101     		N/A PC ALL GENERAL SUPPORT 800
    CORNWALL REGIONAL HOSPITAL
    HOSPITAL MAIN BUILDING
    MONTEGO BAY    
    JM     		N/A PC ALL GENERAL SUPPORT 1,040
    DEFENDERS OF WILDLIFE
    PO BOX 1553
    MERRIFIELD,VA221161553     		N/A PC ALL GENERAL SUPPORT 550
    EVERYMAN THEATRE
    315 W FAYETTE STREET
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 22,500
    FH FOUNDATION
    1515 HOPE STREET SUITE 204
    SOUTH PASADENA,CA91030     		N/A PC ALL GENERAL SUPPORT 1,000
    FONZ
    PO BOX 37012 MRC 5516
    WASHINGTON,DC200137012     		N/A PC ALL GENERAL SUPPORT 200
    FOUNDATION FOR WOMEN'S WELLNESS
    1000 SOUTH RACE STREET
    DENVER,CO80209     		N/A PC ALL GENERAL SUPPORT 400
    FOUNDATION OF THE NATIONAL LIPID ASSOCIATION
    6816 SOUTHPOINT PARKWAY SUITE 1000
    JACKSONVILLE,FL32216     		N/A PC ALL GENERAL SUPPORT 2,000
    FREESTATE LEGAL PROJECT INC
    1111 NORTH CHARLES STREET FOURTH
    FLOOR
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 3,000
    FRIENDS OF COMPASS INC
    1350 CONNECTICUT AVE SW
    WASHINGTON,DC20006     		N/A PC ALL GENERAL SUPPORT 750
    FUND FOR EDUCATIONAL EXCELLENCE
    800 N CHARLES STREET SUITE 400
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 210,000
    GIRL SCOUTS OF CENTRAL MARYLAND
    4806 SETON DRIVE
    BALTIMORE,MD21215     		N/A PC ALL GENERAL SUPPORT 4,000
    GREATER BALTIMORE CULTURAL ALLIANCE
    1800 N CHARLES STREET SUITE 810
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 2,500
    GREEN STREET ACADEMY FOUNDATION
    201 NORTH BEND ROAD
    BALTIMORE,MD21229     		N/A PC ALL GENERAL SUPPORT 1,000
    HORACE MANN SCHOOL
    231 WEST 246TH STREET
    BRONX,NY10471     		N/A PC ALL GENERAL SUPPORT 2,500
    INCENTIVE MENTORING PROGRAM
    PO BOX 1584
    BALTIMORE,MD21203     		N/A PC ALL GENERAL SUPPORT 20,000
    INNER HARBOR PROJECT
    650 SOUTH EXETER STREET 200
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 5,000
    JEWISH MUSEUM OF MARYLAND
    15 LLOYD STREET
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 5,000
    JOHNS HOPKINS KIMMEL CANCER CENTER
    750 E PRATT STREET SUITE 1700
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 10,000
    JOHNS HOPKINS SCHOOL OF MEDICINE
    200 N WOLFE ST SUITE 2017
    BALTIMORE,MD21287     		N/A PC ALL GENERAL SUPPORT 25,000
    JOHNS HOPKINS UNIVERSITY - CENTRO SOL
    ROOM 2055 200 N WOLFE STREET
    BALTIMORE,MD21287     		N/A PC ALL GENERAL SUPPORT 100,000
    JOHNS HOPKINS UNIVERSITY - HARRIET LANE CLINIC
    200 N WOLFE ST SUITE 2055
    BALTIMORE,MD21287     		N/A PC ALL GENERAL SUPPORT 75,000
    KIPP BALTIMORE
    4701 GREENSPRING AVENUE
    BALTIMORE,MD21209     		N/A PC ALL GENERAL SUPPORT 75,000
    KRIPALU CENTER FOR YOGA AND HEALTH
    PO BOX 309
    STOCKBRIDGE,MA01262     		N/A PC ALL GENERAL SUPPORT 1,500
    LEAVE NO TRACE
    PO BOX 997
    BOULDER,CO80306     		N/A PC ALL GENERAL SUPPORT 250
    LIFEBRIDGE HEALTH
    2401 WEST BELVEDERE AVENUE
    BALTIMORE,MD21215     		N/A PC ALL GENERAL SUPPORT 8,000
    MERCY HEALTH FOUNDATION
    301 SAINT PAUL PLACE
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 1,000
    METRO ATLANTA RECOVERY RESIDENCES INC
    PO BOX 48349
    DORAVILLE,GA30362     		N/A PC ALL GENERAL SUPPORT 5,000
    MULTICULTURAL CAREER INTERN PROGRAM (MCIP)
    3101 16TH STREET NW
    WASHINGTON,DC20010     		N/A PC ALL GENERAL SUPPORT 200
    NATIONAL COUNCIL ON TEACHER QUALITY
    1420 NEW YORK AVENUE NW - SUITE 800
    WASHINGTON,DC20005     		N/A PC ALL GENERAL SUPPORT 10,000
    NATIONAL OUTDOOR LEADERSHIP SCHOOL
    284 LINCOLN STREET
    LANDER,WY825202848     		N/A PC ALL GENERAL SUPPORT 300
    NATIONAL RESOURCES DEFENSE COUNCIL
    40 W 20TH ST
    NEW YORK,NY10011     		N/A PC ALL GENERAL SUPPORT 4,000
    NEW LEADERS
    1500 UNION AVENUE SUITE 1400
    BALTIMORE,MD21211     		N/A PC ALL GENERAL SUPPORT 25,000
    NYU CENTER FOR THE PREVENTION OF CARDIOVASCULAR DISEASE
    530 FIRST AVENUE SKIRBALL 9U
    NEW YORK,NY10016     		N/A PC ALL GENERAL SUPPORT 1,000
    NYU SCHOOL OF MEDICINE
    550 FIRST AVENUE OBV-619A
    NEW YORK,NY10016     		N/A PC ALL GENERAL SUPPORT 2,000
    OPEN SOCIETY INSTITUTE - BALTIMORE
    201 NORTH CHARLES STREET SUITE 1300
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 2,000
    PACT
    7000 TUDSBURY RD
    BALTIMORE,MD21244     		N/A PC ALL GENERAL SUPPORT 2,000
    PAUL'S PLACE
    1118 WARD STREET
    BALTIMORE,MD21230     		N/A PC ALL GENERAL SUPPORT 35,000
    PRINCETON CENTER FOR LEADERSHIP TRAINING
    911 COMMONS WAY
    PRINCETON,NJ08540     		N/A PC ALL GENERAL SUPPORT 40,000
    RONALD MCDONALD HOUSE CHARITIES INC
    26345 NETWORK PLACE
    CHICAGO,IL606731263     		N/A PC ALL GENERAL SUPPORT 300
    SAMUEL READY SCHOLARSHIPS INC
    PO BOX 202
    RIDERWOOD,MD211390202     		N/A PC ALL GENERAL SUPPORT 4,000
    SIDDHA YOGA MEDIATION CENTER OF ATLANTA
    2531 BRIARCLIFF ROAD SUITE 101
    ATLANTA,GA30329     		N/A PC ALL GENERAL SUPPORT 1,500
    STATION NORTH ARTS & ENTERTAINMENT INC
    1 W NORTH AVENUE
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 20,000
    STEPHEN D HASSENFELD CHILDREN'S CENTER FOR CANCER AND BLOOD DISORDERS
    ONE PARK AVENUE 17TH FLOOR
    NEW YORK,NY10016     		N/A PC ALL GENERAL SUPPORT 1,000
    TAHIRIH JUSTICE CENTER
    6402 ARLINGTON BLVD SUITE 300
    FALLS CHURCH,VA22042     		N/A PC ALL GENERAL SUPPORT 50,000
    TEACH FOR AMERICA - BALTIMORE
    2601 N HOWARD STREET
    BALTIMORE,MD21218     		N/A PC ALL GENERAL SUPPORT 280,000
    TEMPLE UNIVERSITY COLLEGE OF EDUCATION
    1301 CECIL B MOORE AVENUE RITTER
    ANNEX SUITE 460
    PHILADELPHIA,PA19122     		N/A PC ALL GENERAL SUPPORT 24,000
    THE ASSOCIATED
    101 WEST MOUNT ROYAL AVENUE
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 520,460
    UMBC FOUNDATION
    1000 HILLTOP CIRCLE 8TH FLOOR
    ADMINISTRATION BUILDING
    BALTIMORE,MD21250     		N/A PC ALL GENERAL SUPPORT 2,000
    UNIVERSITY OF MARYLAND BALTIMORE FOUNDATION INC
    620 W LEXINGTON STREET 2ND FLOOR
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 2,000
    URBAN TEACHER CENTER
    1500 UNION AVENUE SUITE 2200
    BALTIMORE,MD21211     		N/A PC ALL GENERAL SUPPORT 50,000
    WASHINGTON AND LEE UNIVERSITY
    204 W WASHINGTON ST
    LEXINGTON,VA24450     		N/A PC ALL GENERAL SUPPORT 1,000
    WASHINGTON HEBREW CONGREGATION
    3935 MACOMB STREET NW
    WASHINGTON,DC20016     		N/A PC ALL GENERAL SUPPORT 250
    WILDERNESS LEADERSHIP & LEARNING INC (WILL)
    1758 PARK ROAD NW
    WASHINGTON,DC20010     		N/A PC ALL GENERAL SUPPORT 12,500
    WORLD WILDLIFE FUND
    1250 TWENTY-FOURTH STREET NW PO BOX
    97180
    WASHINGTON,DC200907180     		N/A PC ALL GENERAL SUPPORT 500
    Total .................................bullet 3a 3,000,500
    bApproved for future payment
    TEMPLE UNIVERSITY COLLEGE OF EDUCATION
    1301 CECIL B MOORE AVENUE RITTER
    ANNEX SUITE 460
    PHILADELPHIA,PA19122     		N/A PC ALL GENERAL SUPPORT 48,000
    FUND FOR EDUCATIONAL EXCELLENCE
    800 N CHARLES STREET SUITE 400
    BALTIMORE,MD21201     		N/A PC ALL GENERAL SUPPORT 15,000
    BALTIMORE MENTAL HEALTH SYSTEMS
    201 EAST BALTIMORE STREET SUITE
    1340
    BALTIMORE,MD21202     		N/A PC ALL GENERAL SUPPORT 150,000
    CENTRAL SCHOLARSHIP
    6 PARK CENTER COURT SUITE 211
    OWINGS MILLS,MD21117     		N/A PC ALL GENERAL SUPPORT 50,000
    JOHNS HOPKINS SCHOOL OF MEDICINE
    200 N WOLFE ST SUITE 2017
    BALTIMORE,MD21287     		N/A PC LATINO HEALTH 400,000
    Total .................................bullet 3b 663,000
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 2,157,835  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 4,007,489  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aPASS THROUGH PARTNERSHIP K-1 900099 -99,659      
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. -99,659 6,165,324 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    136,065,665
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT ACCOUNTING FEES 13,074 2,615   16,459

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    TY 2013 DepreciationSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    OFFICE FURNITURE 2001-01-23 13,526 13,526 200DB 7.000000000000 0 0    
    SHARP COPIER 2001-12-31 3,865 3,865 200DB 7.000000000000 0 0    
    WAITING ROOM FURNITURE 2001-12-31 13,708 13,708 200DB 7.000000000000 0 0    
    ARTWORK - JAN'S OFFICE 2001-12-31 1,968 1,968 200DB 7.000000000000 0 0    
    TOSHIBA PHONE SYSTEM 2001-12-31 2,448 2,448 200DB 7.000000000000 0 0    
    NETWORK WEBSITE 2004-02-26 5,000 5,000 SL 5.000000000000 0 0    
    DESIGN/PRODUCE WEBSITE 2004-10-11 5,000 5,000 SL 5.000000000000 0 0    
    LAPTOP COMPUTER 2005-10-05 1,724 1,724 SL 5.000000000000 0 0    
    DESK CHAIR 2000-06-22 690 690 200DB 7.000000000000 0 0    
    JAN AND PAT'S COMPUTER 2005-06-30 1,524 1,524 200DB 5.000000000000 0 0    
    VIDEO CONFERENCE EQUIP 2011-08-02 2,500 700 SL 5.000000000000 450 0    

    TY 2013 GeneralExplanationAttachment
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Identifier Return Reference Explanation
    RECONCILIATION OF WAGES ON FORM 990-PF TO FORM W-3 FORM 990-PF PART I LINES 13 & 14 FORM 990-PF PART I LINE 13 $297,926FORM 990-PF PART I LINE 14 27,500SHARING OF EMPLOYEES WITH UNRELATED ORGANIZATIONS 23,500 ----------TOTAL WAGES ON FORM W-3 BOX 5 $348,926 ==========
      FORM 8886, LINE 7(B): THE ORGANIZATION INVESTS IN BRANDYWINE INVESTMENT TRUST - INTERNATIONAL FIXED INCOME PORTFOLIO (PARTNERSHIP) WHICH INVESTS IN FOREIGN FORWARD CONTRACTS, SECURITIES AND RELATED FINANCIAL INSTRUMENTS. AS PART OF SUCH ACTIVITY, THE PARTNERSHIP HOLDS NON-U.S. DOLLAR DENOMINATED ASSETS AND CURRENCIES. THE REGULAR ACTIVITY AND PURPOSE OF THE PARTNERSHIP IS TO GENERATE A PRE-TAX ECONOMIC RATE OF RETURN. THE AMOUNT OF SUCH NON-U.S DOLLAR DENOMINATED ASSETS AND CURRENCIES INCREASE AND/OR DECREASE THROUGHOUT THE YEAR AT FREQUENT INTERVALS. THE PARTNERSHIP HAS FORWARD CURRENCY TRANSACTIONS WHERE LOSSES WERE CLAIMED UNDER IRC SECTION 165 THAT EXCEEDED THE RELEVANT $2 MILLION REPORTABLE LOSS THRESHOLD. THE LOSSES ARE CHARACTERIZED AS ORDINARY LOSSES UNDER IRC SECTION 988. THE PARTNERSHIP ALSO HAS FOREIGN BOND TRANSACTIONS WHEREBY ANY GAIN OR LOSS ON THE SALE OF THOSE BONDS IS BIFURCATED INTO A CURRENCY GAIN OR LOSS AND CAPITAL GAIN OR LOSS. CURRENCY LOSSES WERE CLAIMED UNDER SECTION 165 AND THOSE IN EXCESS OF THE $2 MILLION THRESHOLD ARE BEING DISCLOSED. THE LOSSES ARE CHARACERIZED AS ORDINARY LOSSES UNDER IRC SECTION 988. THE ADJUSTED TAX BASIS OF NON-U.S. DOLLAR DENOMINATED ASSETS AND CURRENCIES OBTAINED BY THE PARTNERSHIP ARE DETERMINED BY WAY OF CASH PAID AND GAINS AND LOSSES ON SUCH TRANSACTIONS ARE CHARACTERIZED AS ORDINARY UNDER INTERNAL REVENUE CODE SECTION 988. THESE TRANSACTIONS ARE NOT PART OF A HEDGING STRATEGY OR STRADDLE TRANSACTION AND PRODUCED REAL ECONOMIC LOSSES. THE ORGANIZATION'S SHARE OF THE REPORTABLE LOSS TRANSACTIONS RELATED TO CURRENCY FORWARDS ARE:CURRENCY PAYABLE TRADE DATE 2/28/2013 USD 130,949CURRENCY RECEIVABLE SETTLE DATE 8/23/2013 BRL 111,195 _______RECOGNIZED LOSS -19,754

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CERES INC (2,003 SHS) 2,764 2,764
    ANSYS INC (2,560 SHS) 223,232 223,232
    CELGENE CORP (603 SHS) 101,888 101,888
    CLEAN HARBORS INC (1585 SHS) 95,037 95,037
    CONCHO RESOURCES INC (855 SHS) 92,340 92,340
    CONCUR TECHNOLOGIES INC (1,108 SHS) 114,323 114,323
    CORE LABORATORIES N V F (505 SHS) 96,430 96,430
    COSTAR GROUP INC (572 SHS) 105,580 105,580
    DEALERTRACK TECHNOLOGIES (1,870 SHS) 89,910 89,910
    DISCOVER FINANCIAL SVCS (884 SHS) 49,460 49,460
    ECOLAB INC (1,555 SHS) 162,140 162,140
    EXAMWORKS GROUP INC (1,665 SHS) 49,734 49,734
    EXPEDITORS INTL WASH (3,350 SHS) 148,238 148,238
    EXPONENT INC (1,100 SHS) 85,001 85,001
    FASTENAL CO (4,885 SHS) 232,086 232,086
    HEALTHCARE SVC GROUP INC (3,453 SHS) 97,962 97,962
    JACOBS ENGINEERING GROUP (1,735 SHS) 109,288 109,288
    LKQ CORP (5,920 SHS) 194,768 194,768
    MARKEL CORP (287 SHS) 166,560 166,560
    MONSANTO CO NEW DEL (430 SHS) 50,117 50,117
    MOODYS CORP (1,415 SHS) 111,035 111,035
    NIC INC (1,660 SHS) 41,284 41,284
    PANERA BREAD CO CL A (280 SHS) 49,473 49,473
    QUALCOMM INC (2,250 SHS) 167,063 167,063
    REDHAT INC (2,365 SHS) 132,535 132,535
    ROPER INDUSTRIES INC (1,090 SHS) 151,161 151,161
    T ROWE PRICE GROUP INC (1,065 SHS) 89,215 89,215
    S E I INVESTMENTS CO (4,010 SHS) 139,267 139,267
    SCHLUMBERGER LTD (1,417 SHS) 127,686 127,686
    SIGNET JEWELERS LTD (1,195 SHS) 94,047 94,047
    SOUTHWESTERN ENERGY CO (1,605 SHS) 63,125 63,125
    STERICYCLE INC (1,550 SHS) 180,064 180,064
    TRIMBLE NAVIGATION LTD (6,530 SHS) 226,591 226,591
    TYLER TECHNOLOGIES INC (855 SHS) 87,321 87,321
    VERISK ANALYTICS INC CL A (2,045 SHS) 134,397 134,397
    VISA INC CL A (905 SHS) 201,525 201,525
    WAGEWORKS INC (1,520 SHS) 90,349 90,349
    WASTE CONNECTIONS INC (2,727 SHS) 118,979 118,979
    3 D SYSTEMS CORP (1,460 SHS) 135,678 135,678

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SALOMON SB HICKS MUSE PARTNERS LP FMV 92,730 92,730
    QUESTMARK PARTNERS LP FMV 45,452 45,452
    MASTERS OFFSHORE FUND FMV 364,249 364,249
    SILVER CREEK LONG SHORT FMV 294,083 294,083
    THE BALTIMORE FUND FMV 387 387
    HIGHFIELDS CAPITAL IV LP FMV 5,693,878 5,693,878
    BRANDYWINE INVESTMENT TRUST FMV 2,520,846 2,520,846
    SILVER CREEK III FMV 3,249,402 3,249,402
    ADAGE CAPITAL PARTNERS LP FMV 12,566,822 12,566,822
    JOHCM INTERNATIONAL SELECT FUND FMV 3,471,434 3,471,434
    THE SILCHESTER INTERNATIONAL INVEST FMV 9,476,890 9,476,890
    THE WEATHERLOW OFFSHORE FUND FMV 2,912,004 2,912,004
    BLUECREST ALLBLUE FUND FMV 2,053,526 2,053,526
    PIMCO TOTAL RETURN FUND INSTL CL (562,254.849 SHS) FMV 6,010,504 6,010,504
    VANGUARD SHORT TERM BD INDEX SIGNAL (286,686.52 SHS) FMV 3,007,342 3,007,342
    ACADIAN EMERGING MKTS PORTFOLIO INST CL (183,878.852 SHS) FMV 3,372,338 3,372,338
    PIMCO COMMODITY REAL RETURN STRAT INST (429,042.113 SHS) FMV 2,355,441 2,355,441
    T ROWE PRICE NEW ERA FUND (68,775.047 SHS) FMV 3,054,988 3,054,988
    VANGUARD FTSE EMERGING MARKET ETF (12,806.1265 SHS) FMV 526,844 526,844
    AMERICAN TOWER CORP REIT (940 SHS) FMV 75,031 75,031

    TY 2013 LandEtcSchedule2
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    OFFICE FURNITURE 13,526 13,526 0  
    SHARP COPIER 3,865 3,865 0  
    WAITING ROOM FURNITURE 13,708 13,708 0  
    ARTWORK - JAN'S OFFICE 1,968 1,968 0  
    TOSHIBA PHONE SYSTEM 2,448 2,448 0  
    NETWORK WEBSITE 5,000 5,000 0  
    DESIGN/PRODUCE WEBSITE 5,000 5,000 0  
    LAPTOP COMPUTER 1,724 1,724 0  
    DESK CHAIR 690 690 0  
    JAN AND PAT'S COMPUTER 1,524 1,524 0  
    VIDEO CONFERENCE EQUIP 2,500 1,150 1,350  


    TY 2013 OtherAssetsSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    EXECUTIVE COMPENSATION PLAN 78,016 97,574 97,574
    DISTRIBUTION RECEIVABLE 0 3,808,005 3,808,005
    HOLDBACK RECEIVABLE 0 228,439 228,439


    TY 2013 OtherExpensesSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK CHARGES 35 0   35
    COMPUTER EXPENSE 819 0   819
    DUES AND SUBSCRIPTIONS 8,370 0   8,370
    INSURANCE 3,480 0   3,480
    INTERNET EXPENSE 239 0   239
    MANAGEMENT FEE 6,078 0   6,078
    MEALS AND ENTERTAINMENT 4,585 0   4,585
    OFFICE SUPPLIES 5,957 0   5,957
    PARKING 2,876 0   2,876
    PAYROLL PROCESSING 1,050 0   1,050
    POSTAGE 1,012 0   1,012
    MISCELLANEOUS 2,400 0   2,400


    TY 2013 OtherIncomeSchedule2
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PASS THROUGH PARTNERSHIP K-1 -99,659 0 -99,659


    TY 2013 OtherIncreasesSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Description Amount
    UNREALIZED GAIN 5,421,165


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISOR 100,319 100,319   0
    INVESTMENT EXPENSES 514,148 514,148   0


    TY 2013 TaxesSchedule
    Name:
    THE AARON STRAUS & LILLIE STRAUS FOUNDATION INC
    EIN: 52-2040073
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN AND EXCISE TAXES PAID 102,168 47,171   0