Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. 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 11-01-2013 , and ending 10-31-2014
Name of foundation
POTOMAC HEALTH FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)2296 OPITZ BLVD NO 200   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
WOODBRIDGE, VA22191
A Employer identification number

52-1340920
B Telephone number (see instructions)

(703) 523-0620
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$103,420,799J 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) 100
2 Check bullet
3 Interest on savings and temporary cash investments 457 457  
4 Dividends and interest from securities...... 4,506,808 4,641,872  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,998,779
b Gross sales price for all assets on line 6a 24,506,912
7 Capital gain net income (from Part IV, line 2)... 2,046,949
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).......      
12 Total. Add lines 1 through 11........ 6,506,144 6,689,278  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 103,885 11,687   92,198
14 Other employee salaries and wages...... 141,198 3,730   137,468
15 Pension plans, employee benefits....... 49,773 3,238   46,534
16a Legal fees (attach schedule)......... Click to see attachment 100 0   100
b Accounting fees (attach schedule)....... Click to see attachment 37,605 0   37,010
c Other professional fees (attach schedule).... Click to see attachment 389,555 389,045   510
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 60,984 0   0
19 Depreciation (attach schedule) and depletion... 5,944 0  
20 Occupancy.............. 34,832 0   0
21 Travel, conferences, and meetings....... 10,004 0   11,165
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 30,329 34,319   14,385
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 864,209 442,019   339,370
25 Contributions, gifts, grants paid........ 4,800,435 4,395,810
26 Total expenses and disbursements. Add lines 24 and 25 5,664,644 442,019   4,735,180
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 841,500
b Net investment income (if negative, enter -0-) 6,247,259
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...............      
2 Savings and temporary cash investments.......... 247,722 337,890 337,890
3 Accounts receivable bullet31,648
Less: allowance for doubtful accounts bullet   54,843 31,648 31,648
4 Pledges receivable bullet447,367
Less: allowance for doubtful accounts bullet   532,816 447,367 447,367
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 25,548 6,417 6,417
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 100,443,660 Click to see attachment102,569,934 102,569,934
14 Land, buildings, and equipment: basis bullet33,563
Less: accumulated depreciation (attach schedule) bullet23,014 16,493 Click to see attachment10,549 10,549
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment16,994 Click to see attachment16,994
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 101,321,082 103,420,799 103,420,799
Liabilities 17 Accounts payable and accrued expenses.......... 117,848 130,098
18 Grants payable................... 987,370 1,391,995
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) Click to see attachment113,343 Click to see attachment113,598
23 Total liabilities (add lines 17 through 22).......... 1,218,561 1,635,691
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 100,102,521 101,785,108
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).................... 100,102,521 101,785,108
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 101,321,082 103,420,799
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)............... 1 100,102,521
2 Enter amount from Part I, line 27a..................... 2 841,500
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 841,087
4 Add lines 1, 2, and 3.......................... 4 101,785,108
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. 6 101,785,108
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 PUBLICLY TRADED SECURITIES      
b SEI CORE PROPERTY FUND, LP      
c SEI CORE PROPERTY FUND, LP      
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 24,506,912   22,508,133 1,998,779
b       26,177
c       21,993
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       1,998,779
b       26,177
c       21,993
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 2,046,949
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 4,370,054 95,756,146 0.045637
2011 3,863,779 90,901,681 0.042505
2010 4,515,859 92,210,303 0.048973
2009 99,713 84,790,383 0.001176
2008      
2 Total of line 1, column (d) ...................... 2 0.138291
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 0.034573
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 100,774,355
5 Multiply line 4 by line 3....................... 5 3,484,072
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 62,473
7 Add lines 5 and 6......................... 7 3,546,545
8 Enter qualifying distributions from Part XII, line 4.............. 8 4,735,180
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 62,473
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 62,473
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 62,473
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 66,000
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 66,000
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 3,527
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet3,527 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see 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)
    bulletVA
    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.POTOMACHEALTHFOUNDATION.ORG
    14
    The books are in care ofbulletSUSIE LEE Telephone no.bullet (703) 523-0620
    Located atbullet2296 OPITZ BLVD STE 200WOODBRIDGEVA ZIP+4bullet22191
    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
     
    No
    .........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
    STEPHEN V BATSCHE EXECUTIVE DIRECTOR
    40.00     		103,885 22,140 700
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    CAROL S SHAPIRO MD VICE-CHAIR
    3.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    R MICHAEL SORENSEN TREASURER
    2.50     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    WAYNE MALLARD SECRETARY
    1.50     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    MARION M WALL CHAIR
    3.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    HOWARD L GREENHOUSE DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    DONNIE HYLTON DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    DEBORAH JOHNSON DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    SARAH PITKIN PHD DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    WILLIAM M MOSS DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    CARLOS CASTRO DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    SAM HILL EDD DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    MEGAN PERRY DIRECTOR
    1.00     		0 0 0
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    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
    SUSIE LEE DIRECTOR OF GRANT PR
    40.00     		99,465 18,747 1,158
    2296 OPITZ BLVD 200
    WOODBRIDGE,VA22191
    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
    SEI GLOBAL INSTITUTIONAL GROUP INVESTMENT MANAGEMENT 389,045
    1 FREEDOM VALLEY DRIVE
    OAKS,PA19456
    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
    5,038,718
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    62,473
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    62,473
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    4,976,245
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    4,976,245
    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
    4,976,245
    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 4,976,245
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 4,618,696
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 4,735,180
    a Applied to 2012, but not more than line 2a 4,618,696
    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..... 116,484
    e Remaining amount distributed out of corpus 0
    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 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 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 ..........     		4,859,761
    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) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    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:
    SUSIE LEE EXECUTIVE DIRECTOR
    2296 OPITZ BLVD STE 200
    WOODBRIDGE,VA22191
    (703) 523-0630
    SUSIE@POTOMACHEALTHFOUNDATION.ORG
    bThe form in which applications should be submitted and information and materials they should include:
    THE REQUEST FOR FUNDING OCCURS IN TWO STEPS. THE FIRST STEP ISTHE INITIAL APPLICATION, KNOWN AS THE LETTER OF INTENT (LOI), HIGHLIGHTING THE PURPOSE AND OBJECTIVES OF THE PROJECT. PROGRESSION TO THE SECOND STEP OF THE APPLICATION PROCESS, KNOWN AS THEFORMAL PROPOSAL, IS BY INVITATION ONLY. THE INITIAL APPLICATION IS SUBMITTED ONLINE AT WWW.CTKODM.COM/POTOMACHEALTHFOUNDATION.
    cAny submission deadlines:
    CONSULT THE ORGANIZATION'S WEBSITE (WWW.POTOMACHEALTHFOUNDATION.ORG) FOR SPECIFIC INFORMATION.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOUNDATION AWARDS GRANTS TO TAX-EXEMPT ORGANIZATIONS THAT SERVE PERSONS IN EASTERN PRINCE WILLIAM COUNTY, NORTH STAFFORD COUNTY, AND LORTON, ALL OF VIRGINIA. PROJECTS MUST BE HEALTH RELATED, PROMOTING ACCESS TO CARE, PREVENTION, AND INNOVATION. PROJECTS ARE FUNDED FOR PERIOD OF 12-MONTHS. THE FOUNDATION DOES NOT FUND SPONSORSHIPS, INCLUDING FUNDRAISING EVENTS; ENDOWMENTS; LOBBYING; DIRECT SUPPORT TO INDIVIDUALS; PROGRAMS OF RELIGIOUS, FRATERNAL, ATHLETIC, OR VETERANS GROUPS WHEN THE PRIMARY BENEFICIARIES OF SUCH UNDERTAKINGS WOULD BE THEIR MEMBERS EXCLUSIVELY; GRANTS TO RETIRE ANY FORM OF DEBT; SCIENTIFIC RESEARCH GRANTS; AND INDIRECT COST PERCENTAGES. FOR DETAILS ON HOW TO APPLY, COMMUNITIES SERVED, FUNDING PRIORITIES AND OTHER FAQ, GO TO THE FOUNDATION WEBSITE WWW.POTOMACHEALTHFOUNDATION.ORG
    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
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC ACTS HELPLINE ASSISTANCE AND OUTREACH PROJECT 14,060
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC HELPLINE ASSISTANCE AND OUTREACH PROJECT & MEDICAL CAREGIVER PRGM 36,000
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC HELPLINE ASSISTANCE AND OUTREACH PROJECT 119,385
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC ACTS MEDICAL CAREGIVERS TRAINING PROGRAM 15,408
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC MEDICAL CAREGIVERS TRAINING PROGRAM 124,830
    ACTIONINCOMMUNITYTHROUGHSERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC SUPPORTIVE AFTER CARE WELLNESS PROGRAM FOR HOMELESS INDIVIDUALS. 18,164
    AMERICAN HEART ASSOCIATION
    4301 FAIRFAX DRIVE SUITE 530
    ARLINGTON,VA22203     		NONE PC CPR ANYTIME 30,240
    ASPIRA ASSOCIATION INC
    1444 I STREET NW SUITE 800
    WASHINGTON,DC20005     		NONE PC PROMOTING HEALTH AND WELLNESS BY EMPOWERING LATINO YOUTH AND COMMUNITY 54,205
    BRAIN INJURY SERVICES
    8136 OLD KEENE MILL ROAD
    SPRINGFIELD,VA22152     		NONE PC AN INNOVATIVE APPROACH TO NEUROBEHAVIORAL TREATMENT FOR BRAIN INJURY IN EASTERN PRINCE WILLIAM COUNTY 13,884
    BRAIN INJURY SERVICES
    8136 OLD KEENE MILL ROAD
    SPRINGFIELD,VA22152     		NONE PC NEUROBEHAVIORAL TREATMENT FOR BRAIN INJURY IN EASTERN PRINCE WILLIAM COUNTY 187,040
    BRAIN INJURY SERVICES
    8136 OLD KEENE MILL ROAD
    SPRINGFIELD,VA22152     		NONE PC NEUROBEHAVIORAL TREATMENT FOR BRAIN INJURY 8,520
    CHANGE IN ACTION INC
    128884 HARBOR DRIVE SUITE 203
    WOODBRIDGE,VA22192     		NONE PC BEHAVIORAL MANAGEMENT FOR HEALTHY RELATIONSHIPS 94,578
    CHANGEINACTIONINC
    128884 HARBOR DRIVE SUITE 203
    WOODBRIDGE,VA22192     		NONE PC BEHAVIORAL MANAGEMENT FOR HEALTH RELATIONSHIPS. EDUCATION AND THERAPY FOR INDIVIDUALS TO MANAGE ANGER, REDUCE STRESS. 50,406
    EMPLOYMENT SOLUTIONS FOR DEAF AND HARD OF HEARING
    1984 OPTIZ BLVD
    WOODBRIDGE,VA22191     		NONE PC HELPING ACCESS HEALTHCARE FOR THE DEAF COMMUNITY. 39,128
    EMPLOYMENT SOLUTIONS FOR DEAF AND HARD OF HEARING
    1984 OPTIZ BLVD
    WOODBRIDGE,VA22191     		NONE PC CAPACITY BUILDING GRANT FOR DEVELOPING EXECUTIVE STAFF AND BOARD OF AGENCY. 22,500
    EMPLOYMENT SOLUTIONS FOR DEAF AND HARD OF HEARING
    1984 OPTIZ BLVD
    WOODBRIDGE,VA22191     		NONE PC PROVIDING ACCESS TO HEALTHCARE FOR THE DEAF COMMUNITY (PAH!) 4,348
    GEORGE MASON UNIVERSITY
    10900 UNIVERSITY BLVD MS 4E5
    MANASSAS,VA20110     		NONE PC THE ACHIEVES PROJECT (ADVANCING HEALTHCARE INITIATIVES FOR UNDERSERVED STUDENTS) 38,008
    GEORGE MASON UNIVERSITY
    10900 UNIVERSITY BLVD MS 4E5
    MANASSAS,VA20110     		NONE PC CONCUSSION PREVENTION AND EDUCATION FOR MIDDLE AND HIGH SCHOOL STUDENTS. 267,006
    GREATER PRINCE WILLIAM COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION/ INTEGRATED & COORDINATED HEALTH CARE HOME 18,793
    GREATER PRINCE WILLIAM COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC EXPANDING ACCESS TO DENTAL SERVICES IN PRINCE WILLIAM COUNTY 42,306
    GREATER PW COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC DENTAL SERVICES TO ADULTS AND CHILDREN IN PRINCE WILLIAM COUNTY 28,204
    GREATER PW COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC INTEGRATED & COORDINATED HEALTH CARE AHOME 135,000
    GREATER PW COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC GANG RESPONSE INTERVENTION TEAM 15,461
    LAKE RIDGE LIONS CLUB CHARITIES
    3688 RUSSELL ROAD
    LAKE RIDGE,VA22192     		NONE PC REGION V LIONS CLUBS EARLY CHILDHOOD EYE SCREENING PROJECT 4,500
    LLOYD F MOSS FREE CLINIC
    1301 SAM PERRY BLVD
    FREDERICKSBURG,VA22401     		NONE PC GENERAL OPERATING FUNDS 17,723
    LLOYD F MOSS FREE CLINIC
    1301 SAM PERRY BLVD
    FREDERICKSBURG,VA22401     		NONE PC GENERAL OPERATING FUNDS 135,000
    MANASSAS MIDWIFERY
    9171 KEY COMMONS COURT
    MANASSAS,VA20110     		NONE PC CENTERING PREGNANCY AND CENTERING PARENTING PROGRAM. 28,944
    MANASSAS MIDWIFERY
    9171 KEY COMMONS COURT
    MANASSAS,VA20110     		NONE PC IMPROVING BIRTH & EARLY CHILDHOOD OUTCOMES 22,500
    MATTHEW'S CENTER
    10651 LOMOND DRIVE
    MANASSAS,VA20109     		NONE PC SCHOOL FOR CHILDREN WITH AUTISM. 5,914
    MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION
    1616 ANDERSON ROAD
    MCLEAN,VA22102     		NONE PC MCCP FOUNDATION PROJECT PEARLY WHITES - LORTON 25,204
    MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION
    1616 ANDERSON ROAD
    MCLEAN,VA22102     		NONE PC MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION 28,295
    MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION
    1616 ANDERSON ROAD
    MCLEAN,VA22102     		NONE PC PEARLY WHITES - LORTON 17,292
    MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION
    1616 ANDERSON ROAD
    MCLEAN,VA22102     		NONE PC ENROLLING CHILDREN INTO PROGRAM TO PROVIDE THEM A MEDICAL HOME. 16,153
    NATIONAL CAPITAL POISON CENTER
    3201 NEW MEXICO AVENUE SUITE 310
    WASHINGTON,DC20016     		NONE PC POISON CONTROL SERVICES AND HOTLINE FOR INDIVIDUALS IN POTOMAC HEALTH FOUNDATION SERVICE AREA. 123,001
    NAT'L COALITION OF 100 BLACK WOMEN - PWC CHAPTER
    PO BOX 1166
    DUMFRIES,VA22026     		NONE PC EDUCATING BLACK WOMEN AGAINST TRIPLE-NEGATIVE BC 23,400
    NO VA RESOURCE CENTER FOR DEAF AND HARD OF HEARING PERSONS
    3951 PENDER DRIVE SUITE 130
    FAIRFAX,VA22042     		NONE PC HEARING, EDUCATION, ACCESS AND RESOURCES - PRINCE WILLIAM COUNTY (HEAR - PWC) 1,500
    NORTHERN VIRGINIA FAMILY SERVICE
    10455 WHITE GRANITE DRIVE SUITE 100
    OAKTON,VA22124     		NONE PC PRINCE WILLIAM HEALTHLINK 41,896
    NOVA SCRIPTSCENTRAL INC
    6400 ARLINGTON BLVD SUITE 120
    FALLS CHURCH,VA22042     		NONE PC IMPROVING HEALTH ACCESS IN PRINCE WILLIAM, STAFFORD AND LORTON: PRESCRIPTION MEDICATIONS FOR THE LOW-INCOME UNISURED 22,942
    NOVA SCRIPTSCENTRAL INC
    6400 ARLINGTON BLVD SUITE 120
    FALLS CHURCH,VA22042     		NONE PC HSN - RX MEDICATIONS FOR LOW INCOME 180,000
    NUEVA VIDA INC
    5225 WISCONSIN AVE NW SUITE 503
    WASHINGTON,DC20015     		NONE PC REDUCING FRAGMENTATION & IMPROVING CONTINUITY OF CARE ACROSS THE BC CONTINUUM 26,398
    NUEVA VIDA INC
    5225 WISCONSIN AVE NW SUITE 503
    WASHINGTON,DC20015     		NONE PC REDUCING FRAGMENTATION AND IMPROVING CONTINUITY OF CARE ACROSS THE BREAST CANCER CONTINUUM 54,646
    PEDIATRIC PRIMARY CARE PROJECT (NVFS)
    10455 WHITE GRANITE DRIVE SUITE 100
    OAKTON,VA22124     		NONE PC KIDS CONNECT 3,310
    PEDIATRIC PRIMARY CARE PROJECT (NVFS)
    10455 WHITE GRANITE DRIVE SUITE 100
    OAKTON,VA22124     		NONE PC KIDS CONNECT 36,000
    POTOMAC AND RAPPAHANNOCK TRANSPORTATION COMMISSION
    14700 POTOMAC MILLS ROAD
    WOODBRIDGE,VA22192     		NONE PC TRANSPORTATION VOUCHER PROGRAM TO FACILITATE ACCESS TO HEALTH CARE NEEDS 149,139
    POTOMAC AND RAPPAHANNOCK TRANSPORTATION COMMISSION
    14700 POTOMAC MILLS ROAD
    WOODBRIDGE,VA22192     		NONE PC TRANSPORTATION FOR MEDICAL SERVICES FOR SENIORS, INDIVIDUALS WITH DISABILITIES, AND LOW INCOME. 13,182
    PRINCE WILLIAM AREA FREE CLINIC
    13900 CHURCH HILL DRIVE
    WOODBRIDGE,VA22191     		NONE PC MEDICATION ACCESS CASE MANAGEMENT 13,097
    PRINCE WILLIAM AREA FREE CLINIC
    13900 CHURCH HILL DRIVE
    WOODBRIDGE,VA22191     		NONE PC MEDICATION ACCESS CASE MANAGEMENT 77,747
    PRINCE WILLIAM AREA FREE CLINIC
    13900 CHURCH HILL DRIVE
    WOODBRIDGE,VA22191     		NONE PC UNIFIED HEALTH CENTER 101,571
    PRINCE WILLIAM COUNTY DEPT OF SOCIAL SERVICES
    15941 DONALD CURTIS DRIVE SUITE 180
    WOODBRIDGE,VA22191     		NONE PC CASE COORDINATOR FOR HEALTH AND SUPPORTING SERVICES: ACCESS FOR THE MOST VULNERABLE HOMELESS ADULTS 17,994
    PRINCE WILLIAM COUNTY DEPT OF SOCIAL SERVICES
    15941 DONALD CURTIS DRIVE SUITE 180
    WOODBRIDGE,VA22191     		NONE PC CASE MANAGEMENT FOR HEALTH FOR VULNERABLE HOMELESS ADULTS. 11,960
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC PRINCE WILLIAM COUNTY SCHOOL OF PRACTICAL NURSING 16,051
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC COORDINATED MENTAL HEALTH SUPPORT FOR AT-RISK YOUTH 51,742
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC HUMAN TRAFFICKING PREVENTION, IDENTIFICATION, AND REFERRAL 25,978
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC PRINCE WILLIAM COUNTY SCHOOL OF PRACTICAL NURSING 18,900
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC HUMAN TRAFFICKING 9,971
    PRINCE WILLIAM HEALTH DISTRICT
    9301 LEE AVENUE
    MANASSAS,VA20110     		NONE PC BEAT CANCER BREAST EDUCATION AWARENESS & TREATMENT 28,075
    PRINCE WILLIAM HEALTH DISTRICT
    9301 LEE AVENUE
    MANASSAS,VA20110     		NONE PC BEAT CANCER 24,432
    PRINCE WILLIAM HEALTH PARTNERSHIP
    2296 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC HEAL 11,500
    PRINCE WILLIAM HEALTH PARTNERSHIP
    2296 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC HEAL 45,000
    PRINCE WILLIAM HEALTH PARTNERSHIP
    2296 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC LIVE WELL! EMPLOYEE WELLNESS PROGRAM 4,500
    PRINCE WILLIAM SOCCER INC
    14716 MINNIEVILLE RD
    WOODBRIDGE,VA22193     		NONE PC THE COURAGE F.U.N. PROJECT 15,466
    PROJECT MEND-A-HOUSE INC
    9500 TECHNOLOGY DRIVE SUITE 101
    MANASSAS,VA20110     		NONE PC PREVENTING FALLS FOR SENIORS AND PERSONS WITH DISABILITIES 59,500
    PROJECT MEND-A-HOUSE INC
    9500 TECHNOLOGY DRIVE SUITE 101
    MANASSAS,VA20110     		NONE PC FALL PREVENTION PROGRAM FOR SENIORS AND OTHER AT RISK PROGRAMS. HOME REPAIRS AND SCREENINGS. 17,000
    RAINBOW CENTER
    5605 ANTIOCH RD
    HAYMARKET,VA20169     		NONE PC THE MANE EXPERIENCE 6,504
    RAINBOW CENTER
    5605 ANTIOCH RD
    HAYMARKET,VA20169     		NONE PC THE MANE EXPERIENCE 63,549
    RAPPAHANNOCK AREA AGENCY ON AGING
    460 LENDALL LANE
    FREDERICKSBURG,VA22405     		NONE PC RAAA AQUIA GARRISONVILLE HEALTHCARE PROJECT 3,000
    RAPPAHANNOCK AREA AGENCY ON AGING
    460 LENDALL LANE
    FREDERICKSBURG,VA22405     		NONE PC THE RAAA AQUIA GARRISONVILLE HEATHCARE PROJECT 10,369
    RX PARTNERSHIP
    2924 EMERYWOOD PARKWAY SUITE 300
    RICHMOND,VA23294     		NONE PC MEDICATION ACCESS FOR THE UNINSURED 2,000
    RX PARTNERSHIP
    2924 EMERYWOOD PARKWAY SUITE 300
    RICHMOND,VA23294     		NONE PC MEDICATION ACCESS FOR THE UNINSURED 22,500
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC RETURN OF GRANT FUNDS -101,955
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC EVERY BABY, EVERY TIME! 10,684
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC EVERY BABY, EVERY TIME! 110,147
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC FAMILY HEALTH CONNECTION MOBILE VANS 19,575
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC CHF CARE TRANSITIONS 75,000
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC FAMILY HEALTH CONNECTION OUTREACH WORKER 15,220
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC FAMILY HEALTH CONNECTION MOBILE VANS 135,000
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC HISPANIC DIABETES OUTREACH PROGRAM 36,388
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC SENTARA POTOMAC WOMEN'S HEALTH MAMMOVAN 168,357
    SENTARA POTOMAC HOSPITAL
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC CARE COORDINATION FOR LOW INCOME, UNINSURED PATIENTS FROM SENTARA TO REFER THEM TO A MEDICAL HOME. 10,227
    SENTARA POTOMAC HOSPITAL
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC DIABETES EDUCATION PROGRAM THROUGH INDIVIDUAL AND GROUP EDUCATION SESSIONS. 12,937
    SENTARA POTOMAC HOSPITAL
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC SUPPORT FOR MAMMOGRAPHY VAN. PROVISION OF MAMMOGRAPHIES AND FOLLOW UP CARE FOR LOW INCOME, UNINSURED WOMEN. 119,462
    SIDS MID-ATLANTIC
    PO BOX 799
    HAYMARKET,VA20168     		NONE PC CRIBS FOR KIDS 1,500
    STREET LIGHT COMMUNITY OUTREACH MINISTRIES
    1550 PRINCE WILLIAM PKWY SUITE B
    WOODBRIDGE,VA22191     		NONE PC PERMANENT SUPPORTED HOUSING & RESPITE CARE FOR MEDICALLY FRAGILE HOMELESS ADULT 19,500
    THE ARC OF GREATER PRINCE WILLIAMINSIGHT INC
    13505 HILLENDALE DRIVE
    DALE CITY,VA22193     		NONE PC MEDICAL CASE MANAGEMENT 44,800
    THE ARC OF GREATER PRINCE WILLIAMINSIGHT INC
    13505 HILLENDALE DRIVE
    DALE CITY,VA22193     		NONE PC EQUIPMENT & SUPPLIES FOR MEDICAL & THERAPEUTIC SVCS 8,000
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC FITTING IN 11,400
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC FITTING IN 94,500
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC FITTING IN 10,800
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC THE HOUSE, INC.'S EMPOWERMENT CENTER 95,400
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC MENTAL HEALTH SERVICES FOR UNDERSERVED YOUTH. 50,970
    VA FDN FOR COMMUNITY COLLEGE EDUCATION
    101 N 14TH ST
    RICHMOND,VA23219     		NONE SO III FI FELLOWS PROGRAM 75,000
    YOUTH FOR TOMORROW
    11835 HAZEL CIRCLE DRIVE
    BRISTOW,VA22136     		NONE PC YOUTH FOR TOMORROW CRISIS INTERVENTION COUNSELING PROGRAM 14,058
    YOUTH FOR TOMORROW
    11835 HAZEL CIRCLE DRIVE
    BRISTOW,VA22136     		NONE PC YOUTH FOR TOMORROW CRISIS INTERVENTION COUNSELING PROGRAM 155,340
    YOUTH FOR TOMORROW
    11835 HAZEL CIRCLE DRIVE
    BRISTOW,VA22136     		NONE PC YFT DIAGNOSTIC AND ASSESSMENT CENTER 127,874
    YOUTH FOR TOMORROW
    11835 HAZEL CIRCLE DRIVE
    BRISTOW,VA22136     		NONE PC ACCESS TO DIAGNOSTIC AND ASSESSMENT SERVICES FOR CHILDREN, YOUTH, AND FAMILIES. 62,813
    Total .................................bullet 3a 4,395,816
    bApproved for future payment
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC HELPLINE ASSISTANCE AND OUTREACH PROJECT & MEDICAL CAREGIVER PRGM 4,000
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC HELPLINE ASSISTANCE AND OUTREACH PROJECT 13,265
    ACTION IN COMMUNITY THROUGH SERVICE
    3900 ACTS LANE
    DUMFRIES,VA22026     		NONE PC MEDICAL CAREGIVERS TRAINING PROGRAM 13,870
    AMERICAN HEART ASSOCIATION
    4301 FAIRFAX DRIVE SUITE 530
    ARLINGTON,VA22203     		NONE PC CPR ANYTIME 20,160
    ASPIRA ASSOCIATION INC
    1444 I STREET NW SUITE 800
    WASHINGTON,DC20005     		NONE PC PROMOTING HEALTH AND WELLNESS BY EMPOWERING LATINO YOUTH AND COMMUNITY 36,137
    BRAIN INJURY SERVICES
    4301 FAIRFAX DRIVE SUITE 530
    ARLINGTON,VA22203     		NONE PC NEUROBEHAVIORAL TREATMENT FOR BRAIN INJURY IN EASTERN PRINCE WILLIAM COUNTY 8,949
    BRAIN INJURY SERVICES
    8136 OLD KEENE MILL ROAD
    SPRINGFIELD,VA22152     		NONE PC NEUROBEHAVIORAL TREATMENT FOR BRAIN INJURY 12,780
    CHANGE IN ACTION INC
    128884 HARBOR DRIVE SUITE 203
    WOODBRIDGE,VA22192     		NONE PC BEHAVIORAL MANAGEMENT FOR HEALTHY RELATIONSHIPS 72,725
    EMPLOYMENT SOLUTIONS FOR DEAF AND HARD OF HEARING
    1984 OPTIZ BLVD
    WOODBRIDGE,VA22191     		NONE PC PROVIDING ACCESS TO HEALTHCARE FOR THE DEAF COMMUNITY (PAH!) 4,348
    EMPLOYMENT SOLUTIONS FOR DEAF AND HARD OF HEARING
    1984 OPTIZ BLVD
    WOODBRIDGE,VA22191     		NONE PC PROVIDING ACCESS TO HEALTHCARE FOR THE DEAF COMMUNITY (PAH!) 2,500
    GEORGE MASON UNIVERSITY
    10900 UNIVERSITY BLVD MS 4E5
    MANASSAS,VA20110     		NONE PC CONCUSSION PREVENTION AND EDUCATION FOR MIDDLE AND HIGH SCHOOL STUDENTS. 114,431
    GREATER PRINCE WILLIAM COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC EXPANDING ACCESS TO DENTAL SERVICES IN PRINCE WILLIAM COUNTY 28,204
    GREATER PW COMMUNITY HEALTH CENTER
    4379 RIDGEWOOD CENTER DRIVE SUITE
    102
    WOODBRIDGE,VA22192     		NONE PC INTEGRATED & COORDINATED HEALTH CARE AHOME 15,000
    LLOYD F MOSS FREE CLINIC
    1301 SAM PERRY BLVD
    FREDERICKSBURG,VA22401     		NONE PC GENERAL OPERATING FUNDS 15,000
    MANASSAS MIDWIFERY
    9171 KEY COMMONS COURT
    MANASSAS,VA20110     		NONE PC IMPROVING BIRTH & EARLY CHILDHOOD OUTCOMES 2,500
    MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION
    1616 ANDERSON ROAD
    MCLEAN,VA22102     		NONE PC MCCP FOUNDATION PROJECT PEARLY WHITES - LORTON 16,803
    MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION
    1616 ANDERSON ROAD
    MCLEAN,VA22102     		NONE PC MEDICAL CARE FOR CHILDREN PARTNERSHIP FOUNDATION 18,863
    NATIONAL CAPITAL POISON CENTER
    3201 NEW MEXICO AVENUE SUITE 310
    WASHINGTON,DC20016     		NONE PC POISON CONTROL SERVICES AND HOTLINE FOR INDIVIDUALS IN POTOMAC HEALTH FOUNDATION SERVICE AREA. 16,500
    NORTHERN VIRGINIA FAMILY SERVICE
    10455 WHITE GRANITE DRIVE SUITE 100
    OAKTON,VA22124     		NONE PC PRINCE WILLIAM HEALTHLINK 27,931
    NOVA SCRIPTSCENTRAL INC
    6400 ARLINGTON BLVD SUITE 120
    FALLS CHURCH,VA22042     		NONE PC HSN - RX MEDICATIONS FOR LOW INCOME 20,000
    NUEVA VIDA INC
    5225 WISCONSIN AVE NW SUITE 503
    WASHINGTON,DC20015     		NONE PC REDUCING FRAGMENTATION AND IMPROVING CONTINUITY OF CARE ACROSS THE BREAST CANCER CONTINUUM 36,430
    PEDIATRIC PRIMARY CARE PROJECT (NVFS)
    10455 WHITE GRANITE DRIVE SUITE 100
    OAKTON,VA22124     		NONE PC KIDS CONNECT -1,000
    POTOMAC AND RAPPAHANNOCK TRANSPORTATION COMMISSION
    14700 POTOMAC MILLS ROAD
    WOODBRIDGE,VA22192     		NONE PC TRANSPORTATION VOUCHER PROGRAM TO FACILITATE ACCESS TO HEALTH CARE NEEDS 160,680
    PRINCE WILLIAM AREA FREE CLINIC
    13900 CHURCH HILL DRIVE
    WOODBRIDGE,VA22191     		NONE PC MEDICATION ACCESS CASE MANAGEMENT 8,639
    PRINCE WILLIAM AREA FREE CLINIC
    13900 CHURCH HILL DRIVE
    WOODBRIDGE,VA22191     		NONE PC CYCLE 14A UNIFIED HEALTH CENTER 13,492
    PRINCE WILLIAM COUNTY DEPT OF SOCIAL SERVICES
    15941 DONALD CURTIS DRIVE SUITE 180
    WOODBRIDGE,VA22191     		NONE PC CASE COORDINATOR FOR HEALTH AND SUPPORTING SERVICES: ACCESS FOR THE MOST VULNERABLE HOMELESS ADULTS 11,996
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC COORDINATED MENTAL HEALTH SUPPORT FOR AT-RISK YOUTH 34,494
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC HUMAN TRAFFICKING PREVENTION, IDENTIFICATION, AND REFERRAL 31,485
    PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
    14715 BRISTOW ROAD
    MANASSAS,VA20112     		NONE PC PRINCE WILLIAM COUNTY SCHOOL OF PRACTICAL NURSING 12,600
    PRINCE WILLIAM HEALTH DISTRICT
    9301 LEE AVENUE
    MANASSAS,VA20110     		NONE PC BEAT CANCER BREAST EDUCATION AWARENESS & TREATMENT 24,312
    PRINCE WILLIAM SOCCER INC
    14716 MINNIEVILLE RD
    WOODBRIDGE,VA22193     		NONE PC YR1 THE COURAGE F.U.N. PROJECT 10,311
    PROJECT MEND-A-HOUSE INC
    9500 TECHNOLOGY DRIVE SUITE 101
    MANASSAS,VA20110     		NONE PC YR3 PREVENTING FALLS FOR SENIORS AND PERSONS WITH DISABILITIES 25,500
    PROJECT MEND-A-HOUSE INC
    9500 TECHNOLOGY DRIVE SUITE 101
    MANASSAS,VA20110     		NONE PC FALL PREVENTION PROGRAM FOR SENIORS AND OTHER AT RISK PROGRAMS. HOME REPAIRS AND SCREENINGS. 8,500
    RAINBOW CENTER
    5605 ANTIOCH RD
    HAYMARKET,VA20169     		NONE PC CYCLE 14A THE MANE EXPERIENCE 7,061
    RAPPAHANNOCK AREA AGENCY ON AGING
    460 LENDALL LANE
    FREDERICKSBURG,VA22405     		NONE PC THE RAAA AQUIA GARRISONVILLE HEATHCARE PROJECT 12,000
    RX PARTNERSHIP
    2924 EMERYWOOD PARKWAY SUITE 300
    RICHMOND,VA23294     		NONE PC CYCLE 14A MEDICATION ACCESS FOR THE UNINSURED 2,500
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC EVERY BABY, EVERY TIME! 12,239
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC CARE TRANSITIONS 50,000
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC FAMILY HEALTH CONNECTION OUTREACH WORKER 10,147
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC FAMILY HEALTH CONNECTION MOBILE VANS 15,000
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC HISPANIC DIABETES OUTREACH PROGRAM 24,258
    SENTARA NORTHERN VIRGINIA MEDICAL CENTER
    2300 OPITZ BLVD
    WOODBRIDGE,VA22191     		NONE PC SENTARA POTOMAC WOMEN'S HEALTH MAMMOVAN 144,184
    STREET LIGHT COMMUNITY OUTREACH MINISTRIES
    1550 PRINCE WILLIAM PKWY SUITE B
    WOODBRIDGE,VA22191     		NONE PC PERMANENT SUPPORTED HOUSING & RESPITE CARE FOR MEDICALLY FRAGILE HOMELESS ADULTS 18,192
    THE ARC OF GREATER PRINCE WILLIAMINSIGHT INC
    13505 HILLENDALE DRIVE
    DALE CITY,VA22193     		NONE PC MEDICAL CASE MANAGEMENT 23,200
    THE ARC OF GREATER PRINCE WILLIAMINSIGHT INC
    13505 HILLENDALE DRIVE
    DALE CITY,VA22193     		NONE PC EQUIPMENT & SUPPLIES FOR MEDICAL & THERAPEUTIC SVCS 4,000
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC FITTING IN 10,500
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC FITTING IN 1,200
    THE HOUSE INC STUDENT LEADERSHIP CENTER
    14001 CROWN COURT
    WOODBRIDGE,VA22193     		NONE PC THE HOUSE, INC.'S EMPOWERMENT CENTER 63,600
    VA FDN FOR COMMUNITY COLLEGE EDUCATION
    101 N 14TH ST
    RICHMOND,VA23219     		NONE SO III FI FELLOWS PROGRAM 50,000
    YOUTH FOR TOMORROW
    11835 HAZEL CIRCLE DRIVE
    BRISTOW,VA22136     		NONE PC YOUTH FOR TOMORROW CRISIS INTERVENTION COUNSELING PROGRAM 17,260
    YOUTH FOR TOMORROW
    11835 HAZEL CIRCLE DRIVE
    BRISTOW,VA22136     		NONE PC DIAGNOSTIC AND ASSESSMENT CENTER 85,249
    Total .................................bullet 3b 1,391,995
    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 ............     		    14 457  
    4 Dividends and interest from securities....     14 4,506,808  
    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 1,998,779  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 6,506,044 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    136,506,044
    (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:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING 37,605 0   37,010

    TY 2013 InvestmentsOtherSchedule2
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SEI CORE FIXED INCOME FUND 1,279,256.134 SHARES FMV 13,534,532 13,534,532
    SEI SPECIAL SITUATIONS FUND LTD 2,903.787 SHARES FMV 3,851,128 3,851,128
    SEI SMALL CAP FUND (SLPAX) 164,674.78 SHARES FMV 3,062,951 3,062,951
    SEI INSTITUTIONAL INVESTMENT TRUST 307,131.879 SHARES FMV 2,988,393 2,988,393
    SIIT EMERGING MARKETS DEBT FUND SEDAX 484,173.825 SHARES FMV 4,962,782 4,962,782
    SIIT ULTRA SHORT DURATION BOND FUND 815,792.132 SHARES FMV 8,174,237 8,174,237
    SEI CORE PROPERTY FUND 7,875.893 SHARES FMV 12,120,461 12,120,461
    SEI US MANAGED VOL FUND 280,043.855 SHARES FMV 4,332,278 4,332,278
    SIIT MULTI ASSET REAL RETURN FUND 775,881.785 SHARES FMV 7,013,971 7,013,971
    GLOBAL MANAGED VOL FUND (SVTAX) 644,560.532 SHARES FMV 7,554,249 7,554,249
    SEI LARGE CAP FUND (SLCAX) 715,312.62 SHARES FMV 16,967,215 16,967,215
    SEI SIIT OPPORTUNISTIC INCOME FD-A 624,165.876 SHARES FMV 5,149,368 5,149,368
    SEI WORLD EQUITY EX-US FUND (WEUSX) 796,509.739 SHARES FMV 9,900,616 9,900,616
    SEI OFFSHORE OPP II CLASS F ESCROW 449,864.730 SHARES FMV 0 0
    EMERGING MARKETS EQUITY FUND (SIEMX) 271,852.311 SHARES FMV 2,957,753 2,957,753

    TY 2013 LandEtcSchedule2
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    FURNITURE & EQUIPMENT 33,563 23,014 10,549 10,549


    TY 2013 LegalFeesSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL 100 0   100


    TY 2013 OtherAssetsSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    EXCISE TAX OVERPAYMENT 0 16,994 16,994


    TY 2013 OtherExpensesSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROFESSIONAL DEVELOPMENT 10,795 0   19,101
    TECH EXPENSE 13,541 0   14,941
    OTHER EXPENSE 3,859 0   -21,791
    INSURANCE 2,134 0   2,134
    SEI CORE PROPERTY FUND, LP OTHER DEDUCTIONS 0 34,319   0


    TY 2013 OtherIncreasesSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Description Amount
    UNREALIZED GAIN 841,087


    TY 2013 OtherLiabilitiesSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Description Beginning of Year - Book Value End of Year - Book Value
    DUE TO RELATED PARTY 13,769 10,621
    DEFERRED TAX LIABILITY 99,574 102,977


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 389,045 389,045   0
    CONSULTANT FEES 510 0   510


    TY 2013 TaxesSchedule
    Name:
    POTOMAC HEALTH FOUNDATION
    EIN: 52-1340920
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 60,984 0   0