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.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 07-01-2015 , and ending 06-30-2016
Name of foundation
BAINUM FAMILY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)7735 OLD GEORGETOWN ROAD NO 1000
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BETHESDA, MD20814
A Employer identification number

23-7000192
B Telephone number (see instructions)

(240) 450-0000
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$505,089,152J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 2,015,200
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments 1,181,816 1,181,816 1,181,816
4 Dividends and interest from securities... 8,705,404 8,705,404 8,705,404
5a Gross rents............ 929,825 861,238 861,238
b Net rental income or (loss) 929,825
6a Net gain or (loss) from sale of assets not on line 10 -328,144
b Gross sales price for all assets on line 6a 51,267,002
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain......... 778,878
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 275,673 0 0
12 Total. Add lines 1 through 11........ 12,779,774 10,748,458 11,527,336
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 958,651 379,969 379,969 578,682
14 Other employee salaries and wages...... 4,926,662 35,282 35,282 4,794,927
15 Pension plans, employee benefits....... 860,969 66,489 66,489 807,661
16a Legal fees (attach schedule)......... Click to see attachment 161,091 744 744 172,298
b Accounting fees (attach schedule)....... Click to see attachment 85,418 0 0 77,252
c Other professional fees (attach schedule).... Click to see attachment 3,354,610 485,975 485,975 4,001,114
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 194,002 6,610 6,610 200,000
19 Depreciation (attach schedule) and depletion... 361,083 0 0
20 Occupancy.............. 107,968 0 0 107,968
21 Travel, conferences, and meetings....... 270,362 5,644 5,644 277,703
22 Printing and publications.......... 86,516 0 0 86,543
23 Other expenses (attach schedule)....... Click to see attachment 3,088,594 216,169 216,169 4,580,663
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 14,455,926 1,196,882 1,196,882 15,684,811
25 Contributions, gifts, grants paid....... 1,799,682 1,074,123
26 Total expenses and disbursements. Add lines 24 and 25 16,255,608 1,196,882 1,196,882 16,758,934
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -3,475,834
b Net investment income (if negative, enter -0-) 9,551,576
c Adjusted net income (if negative, enter -0-)... 10,330,454
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
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............. 989,910 1,734,583 1,734,583
2 Savings and temporary cash investments......... 65,315,316 11,244,793 11,244,793
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)..... 42,009,969 Click to see attachment42,009,969 42,009,969
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.......... 226,701 1,351,887 1,351,887
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 45,453,750 Click to see attachment226,333,064 226,333,064
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).......... 234,902,549 Click to see attachment202,253,014 202,253,014
14 Land, buildings, and equipment: basis bullet10,837,426
Less: accumulated depreciation (attach schedule) bullet793,298 2,526,360 Click to see attachment10,044,128 10,044,129
15 Other assets (describe bullet) Click to see attachment148,879,213 Click to see attachment10,117,713 Click to see attachment10,117,713
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 540,303,768 505,089,151 505,089,152
Liabilities 17 Accounts payable and accrued expenses.......... 2,519,198 788,157
18 Grants payable.................. 995,890 1,725,361
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 attachment310,485 Click to see attachment34,812
23 Total liabilities (add lines 17 through 22)......... 3,825,573 2,548,330
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 149,562,504 142,193,563
25 Temporarily restricted............... 386,915,691 360,347,258
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 instructions)..... 536,478,195 502,540,821
31 Total liabilities and net assets/fund balances (see instructions). 540,303,768 505,089,151
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
536,478,195
2
Enter amount from Part I, line 27a .....................
2
-3,475,834
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
533,002,361
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
30,461,540
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
502,540,821
Form 990-PF (2015)
Form 990-PF (2015)
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 ALLEN GLOBAL PARTNERS K-1 SHORT TERM P    
b ALLEN GLOBAL PARTNERS K-1 LONG TERM P    
c SAILINGSTONE GLOBAL NATURAL RESOURCES K-1 P    
d PUBLICLY TRADED SECURITIES      
e PUBLICLY TRADED SECURITIES      
ALLEN GLOBAL PARTNERS K-1 OTHER LOSS P    
(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       1,009,002
b       556,101
c       -85,717
d 23,641,148   25,343,664 -1,702,516
e 27,625,854   27,307,226 318,628
      -463,035
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       1,009,002
b       556,101
c       -85,717
d       -1,702,516
e       318,628
      -463,035
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 -367,537
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 3 778,878
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 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))
2014 17,979,265 255,689,731 0.070317
2013 19,608,282 225,884,753 0.086807
2012 15,853,223 202,742,739 0.078194
2011 10,547,557 163,528,737 0.064500
2010 9,031,105 85,297,944 0.105877
2
Total of line 1, column (d) .....................
20.405695
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
0.081139
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
426,171,893
5
Multiply line 4 by line 3......................
5
34,579,161
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
95,516
7
Add lines 5 and 6........................
7
34,674,677
8
Enter qualifying distributions from Part XII, line 4.............
8
20,277,216
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 (2015)
Form 990-PF (2015)
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 Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 191,032
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........................... 3 191,032
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- ..... 5 191,032
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 400,396
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.............. 7 400,396
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 10 209,364
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet209,364 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 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • 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)
    bulletDC, MD
    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 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
    Yes
     
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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.BAINUMFDN.ORG
    14
    The books are in care ofbulletTHE FOUNDATION Telephone no.bullet (240) 450-0000

    Located atbullet7735 OLD GEORGETOWN ROAD STE 1000BETHESDAMD ZIP+4bullet20814
    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 2015, 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?
    16Yes  
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bulletCJ
    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 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 2015?.............
    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 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    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 2015 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 2015.)..................
    3b
     
    No
    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 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (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 4945(d)(4)(A)? (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
     
    No
    .........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 (2015)
    Form 990-PF (2015)
    Page 7
    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
    BARBARA BAINUM CHAIR/CEO/PRESIDENT
    40.00     		357,748 66,430 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    MARK R BIRMINGHAM CFO/CIO/TREASURER
    40.00     		379,969 66,489 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    ROZITA LAGORCE GREEN VICE PRESIDENT/CSO
    40.00     		220,934 41,199 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    BRUCE BAINUM DIRECTOR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    ALEXANDER FROOM DIRECTOR
    4.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    CHARLES A LEDSINGER DIRECTOR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    JOAN LOMBARDI DIRECTOR(START 04.13.16)
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    SCOTT RENSCHLER DIRECTOR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    STEVE BUMBAUGH DIRECTOR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    KENNY EMSON DIRECTOR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    MAURA MARINO DIRECTOR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    CHRISTINE SHREVE AUDIT COMM. CHAIR
    1.00     		0 0 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    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
    CLARA ROSE NORTHINGTON SR. DIR. OF HUMAN RE
    40.00     		176,965 27,532 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    DAVID DANIELS SR. DIR. OF OPERATIO
    40.00     		153,579 29,025 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    ANGELA DEEDS SR. DIR. OF FINANCE
    40.00     		149,357 31,970 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    NOEL BRAVO SR. DIR. OF EVAL. &
    40.00     		156,453 20,654 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    KATARZYNA HLAVATY CONTROLLER
    40.00     		142,131 28,723 0
    7735 OLD GEORGETOWN ROAD
    BETHESDA,MD20814
    Total number of other employees paid over $50,000...................bullet 26
    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
    THE BRAND CONSULTANCY LLC STRATEGIC PLANNING 374,424
    PO BOX 1590
    WRIGHTSVILLE BEACH,NC28480
    THE NYC LEADERSHIP ACADEMY INC CONSULTING 362,432
    45-18 COURT SQUARE ROOM 247
    LONG ISLAND,NY11101
    MERCER INVESTMENT CONSULTING CONSULTING-INVEST. 307,423
    PO BOX 730182
    DALLAS,TX75373
    NEW SCHOOLS VENTURE FUND CONSULTING 280,000
    1970 BROADWAY SUITE 350
    OAKLAND,CA94612
    CENTRONIA CONSULTING 232,500
    142 COLUMBIA ROAD NW
    WASHINGTON,DC20009
    Total number of others receiving over $50,000 for professional services.............bullet25
    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 WASHINGTON,DC WARDS 7 AND 8- THE FOUNDATION IS ENGAGING PARTNERS TO INCREASE THE AVAILABILITY OF HIGH-QUALITY, PUBLIC EARLY LEARNING SEATS IN WARDS 7 AND 8 OF THE DISTRICT OF COLUMBIA BY 750 SEATS BY 2020. THIS INCLUDES BUILDING THE CAPACITY OF EARLY LEARNING PROVIDERS TO DELIVER EVIDENCED-BASED CARE FOR INFANTS AND TODDLERS, AND INCREASING COMMUNITY-BASED SUPPORTS FOR THESE CHILDREN; ESTABLISHING AN ADVOCACY ALLIANCE TO ENSURE THAT PUBLIC FUNDING AND REGULATION SUPPORTS QUALITY EARLY LEARNING AND WRAP-AROUND SUPPORTS FOR ALL INFANTS AND TODDLERS AND THEIR FAMILIES; AND CONDUCTING AND SUPPORTING RESEARCH TO IDENTIFY INNOVATIONS AND HOW TO SCALE THEM, AND TO EVALUATE OUR SERVICES AND MEASURE OUR IMPACT. WE PLAN TO PROVIDE WRAP-AROUND SUPPORTS (NUTRITION AND MENTAL WELLNESS) FOR PUBLIC SCHOOL CHILDREN PRE-K THROUGH THIRD GRADE. AND WE ESTABLISHED A REVOLVING LOAN FUND TO FINANCE FACILITY EXPANSION FOR HIGH-PERFORMING PUBLIC CHARTER SCHOOLS IN WARDS 7 AND 8. 5,136,893
    2 PATHWAYS TO SUCCESS- THE BOARDING AND DAY SCHOOL PROGRAM AWARDS SCHOLARSHIPS AND PROVIDES RESOURCES AND SUPPORT TO FAITH-BASED BOARDING AND DAY SCHOOLS THAT OFFER STUDENTS ENHANCED ACADEMICS, OUT-OF-SCHOOL TIME EXPERIENCES, AND PROFESSIONAL SKILLS. ONE WAY TO ENHANCE THE ACADEMIC EXPERIENCE AT THE PARTNER SCHOOLS IS TO PROVIDE PROFESSIONAL DEVELOPMENT TO FACULTY THAT BUILDS THEIR SKILLS IN IMPLEMENTING CONTINUOUS SCHOOL IMPROVEMENT PLANS. THE FOUNDATION BUILDS EDUCATORS' CAPACITY TO COLLECT, ANALYZE AND USE DATA FOR DATA-BASED INSTRUCTION AND CURRICULAR DECISION-MAKING. THIS PROGRAMMING SUPPORT IMPROVES THE QUALITY OF INSTRUCTION AND SUSTAINS IMPROVED STUDENT ACHIEVEMENT OVER TIME. 4,074,051
    3 SEVENTH-DAY ADVENTIST EDUCATION (SDAE) SERVICES-SDAE PARTNERS WITH FAITH-BASED SCHOOLS TO ENHANCE THE QUALITY AND SCOPE OF EDUCATION IN THE AREAS OF EARLY LEARNING, PROVIDING AN ARRAY OF WRAP-AROUND SUPPORTS FOR YOUTH AT PARTNER SCHOOLS AND BUILDING THE KNOWLEDGE OF PARTNERS TO PROVIDE WORLD-CLASS EDUCATIONAL OPPORTUNITIES FOR CHILDREN AND YOUTH SERVED. THROUGH STRATEGIC PARTNERSHIPS WITH FAITH-BASED SCHOOLS, THE FOUNDATION INCREASES THE PARTNERS ORGANIZATIONAL EFFECTIVENESS WHILE BUILDING EDUCATORS' CAPACITY THROUGH TRAINING AND PROVIDING TECHNICAL SUPPORT TO DELIVER HIGH-QUALITY DEVELOPMENTALLY APPROPRIATE INSTRUCTION AND CARE FOR UNDERSERVED INFANTS, TODDLERS, CHILDREN AND YOUTH SO THEY CAN ACHIEVE THEIR FULLEST POTENTIAL. ADDITIONALLY, RESOURCES ARE AVAILABLE TO SDA SCHOOLS TO ENHANCE PROGRAMMATIC OFFERINGS THROUGH UPGRADED FACILITIES. 4,581,494
    4  
    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 BUILDING HOPE: TO PROVIDE LOANS FOR WASHINGTON, DC WARDS 7 AND 8 PUBLIC CHARTER SCHOOL FACILITY NEEDS. 1,711,000
    2 MARTHA'S TABLE $1,000,000 AND BRIGHT BEGINNINGS $500,000: TO FUND DEVELOPMENT OF EARLY LEARNING CENTER AND OFFICES. 1,500,000
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet3,211,000
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    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
    322,154,437
    b
    Average of monthly cash balances.......................
    1b
    4,770,646
    c
    Fair market value of all other assets (see instructions)................
    1c
    105,736,737
    d
    Total (add lines 1a, b, and c).........................
    1d
    432,661,820
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) Click to see attachment.............
    1e
    6,629,676
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    432,661,820
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    6,489,927
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    426,171,893
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    21,308,595
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
     
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
     
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
     
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
     
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
     
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
     
    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
    16,758,934
    b
    Program-related investments—total from Part IX-B..................
    1b
    3,211,000
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    307,282
    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
    20,277,216
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    20,277,216
    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 (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7  
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013......  
    e From 2014......  
    fTotal of lines 3a through e........  
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$  
    a Applied to 2014, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		 
    d Applied to 2015 distributable amount.....  
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2015.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		 
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013....  
    d Excess from 2014....  
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    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 2015, 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) 2015 (b) 2014 (c) 2013 (d) 2012
    10,330,454 5,366,198 2,722,935 10,137,137 28,556,724
    b 85% of line 2a ......... 8,780,886 4,561,268 2,314,495 8,616,566 24,273,215
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		20,277,216 17,979,265 19,608,282 15,853,223 73,717,986
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		1,074,123 3,471,478 7,665,266 5,480,108 17,690,975
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		19,203,093 14,507,787 11,943,016 10,373,115 56,027,011
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......         0
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		         0
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		14,205,730 8,522,991 7,529,492 6,758,091 37,016,304
    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) ....     		        0
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		        0
    (3) Largest amount of support
    from an exempt organization    		         0
    (4) Gross investment income         0
    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 email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    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
    AMERICAN UNIVERSITY
    4400 MASSACHUSETTS AVENUE NW
    WASHINGTON,DC20016     		NONE PC WAMU AMERICAN UNIVERSITY RADIO 54
    CAMP KESEM VANDERBILT
    2310 VANDERBILT PLACE
    NASHVILLE,TN37235     		NONE PC GENERAL OPERATING/MISSION 100
    CAPITAL AREA FOOD BANK
    4900 PUERTO RICO AVENUE NE
    WASHINGTON,DC20017     		NONE PC GENERAL OPERATING/MISSION 100
    CHILDHAVEN
    316 BROADWAY
    SEATTLE,WA98122     		NONE PC CHILDHOOD TRAUMA TREATMENT KINDERGARTEN PREPARATION PROGRAM 40,000
    COMPASS FAMILY SERVICE
    49 POWELL STREET 3RD FLOOR
    SAN FRANCISCO,CA94102     		NONE PC COMPASS CLINICAL SERVICES 55,000
    EARLY LEARNING COALITION OF MIAMI-DADE
    1111 12TH STREET SUITE 206
    KEY WEST,FL33040     		NONE PC GENERAL OPERATING/MISSION 25,000
    FAMILY WORKS
    1501 N 45TH STREET
    SEATTLE,WA98103     		NONE PC GENERAL OPERATING/MISSION 200
    FIRELIGHT FOUNDATION
    740 FRONT STREET SUITE 380
    SANTA CRUZ,CA95060     		NONE PC EARLY CHILDHOOD DEVELOPMENT IN MALAWI 100,000
    FLORIDA KEYS HEALTHY START COALITION
    PO BOX 6166
    KEY WEST,FL33041     		NONE PC GENERAL OPERATING/MISSION 25,000
    FOSTER CARE TO SUCCESS
    21351 GENTRY DRIVE SUITE 130
    STERLING,VA20166     		NONE PC GENERAL OPERATING/MISSION 100
    FUNDACION SAVE A SATO INC
    PO BOX 37694
      SAN JUAN00937
    RQ     		NONE PC GENERAL OPERATING/MISSION 150
    GLOBAL FUND FOR CHILDREN
    1101 14TH STREET NW SUITE 400
    WASHINGTON,DC20005     		NONE PC EARLY CHILDHOOD DEVELOPMENT FUND 200,000
    GREENPEACE FUND INC
    702 H STREET NW SUITE 300
    WASHINGTON,DC20001     		NONE PC GENERAL OPERATING/MISSION 200
    HOMELESS CHILDREN'S PLAYTIME PROJECT
    1525 NEWTON STREET NW
    WASHINGTON,DC20010     		NONE PC GENERAL OPERATING/MISSION 35,000
    HOMELESS PRENATAL PROGRAM
    2500 18TH STREET
    SAN FRANCISCO,CA94110     		NONE PC GENERAL OPERATING/MISSION 50,000
    HOUSE OF RUTH
    5 THOMAS CIRCLE NW
    WASHINGTON,DC20005     		NONE PC GENERAL OPERATING/MISSION 100
    HOUSE OF RUTH MARYLAND INC
    2201 ARGONNE DRIVE
    BALTIMORE,MD21218     		NONE PC GENERAL OPERATING/MISSION 100
    INTERNATIONAL RESCUE COMMITTEE
    122 EAST 42ND STREET 12TH FLOOR
    NEW YORK,NY10168     		NONE PC PRESCHOOL HEALING CLASSROOMS 100,000
    LIGHTHOUSE CENTRAL FLORIDA
    215 E NEW HAMPSHIRE STREET
    ORLANDO,FL32804     		NONE PC EARLY INTERVENTION PROGRAM 60,000
    MARET SCHOOL INC
    3000 CATHEDRAL AVENUE NW
    WASHINGTON,DC20008     		NONE PC GENERAL OPERATING/MISSION 100
    MARTHA'S TABLE
    2114 14TH STREET NW
    WASHINGTON,DC20009     		NONE PC GENERAL OPERATING/MISSION 100
    METROPOLITAN ORGANIZATION TO COUNTER SEXUAL ASSAULT
    3100 BROADWAY SUITE 400
    KANSAS CITY,MO64111     		NONE PC GENERAL OPERATING/MISSION 100
    NAPA VALLEY PERFORMING ARTS CENTER
    PO BOX 2675
    YOUNTVILLE,CA94599     		NONE PC ORCHESTRA INSTITUTE PRESCHOOL ARTS INTEGRATION PROJECT 50,000
    OLNEY ADVENTIST PREP SCHOOL
    4100 OLNEY-LAYTONSVILLE ROAD
    OLNEY,MD20832     		NONE PC OLNEY ADVENTIST PREPARATORY SCHOOL - PROJECT 1 28,529
    OPERATION BREAKTHROUGH INC
    3039 TROOST AVENUE
    KANSAS CITY,MO64109     		NONE PC GENERAL OPERATING/MISSION 100
    PATHWAYS LA
    3550 W 6TH STREET SUITE 500
    LOS ANGELES,CA90020     		NONE PC COACH FOR CHILDCARE PROVIDERS 40,000
    PLAN INTERNATIONAL USA INC
    155 PLAN WAY
    WARWICK,RI02886     		NONE PC GENERAL OPERATING/MISSION 100
    PLANNED PARENTHOOD FEDERATION OF AMERICA
    434 WEST 33RD STREET
    NEW YORK,NY10001     		NONE PC GENERAL OPERATING/MISSION 150
    PLYMOUTH HOUSING GROUP
    2113 3RD AVENUE
    SEATTLE,WA98121     		NONE PC GENERAL OPERATING/MISSION 100
    PROGRAM FOR EARLY PARENT SUPPORT
    2405 LINDEN AVENUE
    BALTIMORE,MD21217     		NONE PC GROWING IMPACT PROJECT 20,000
    SAVE THE CHILDREN FEDERATION INC
    501 KINGS HIGHWAY EAST
    FAIRFIELD,CT06825     		NONE PC STRATEGIES FOR EARLY CHILDHOOD DEVELOPMENT PROGRAM 100,000
    SHENANDOAH VALLEY ACADEMY
    234 WEST LEE HIGHWAY
    NEW MARKET,VA22844     		NONE PC FUNDRAISING DIRECTOR 10,000
    ST HELENA PRESCHOOL FOR ALL INC
    465 MAIN STREET
    ST HELENA,CA94574     		NONE PC PRESCHOOL SCHOLARSHIP FUND 35,000
    ST JUDE CHILDREN'S RESEARCH HOSPITAL
    501 ST JUDE PLACE
    MEMPHIS,TN38105     		NONE PC GENERAL OPERATING/MISSION 150
    ST JUDE CHILDREN'S RESEARCH HOSPITAL
    501 ST JUDE PLACE
    MEMPHIS,TN38105     		NONE PC GENERAL OPERATING/MISSION 240
    THE WILEY CENTER FOR SPEECH & LANGUAGE DEVELOPMENT
    5761 BUCKINGHAM PARKWAY
    CULVER CITY,CA90230     		NONE PC PRESCHOOL FOR CHILDREN WITH AUTISM SPECTRUM DISORDER 10,000
    UNIVERSITY OF MARYLAND COLLEGE PARK FOUNDATION INC
    1308 BENJAMIN BUILDING
    COLLEGE PARK,MD20742     		NONE PC CENTER FOR EARLY CHILDHOOD EDUCATION 55,000
    UPPER COLUMBIAACADEMY
    3025 E SPANGLE-WAVERLY ROAD
    SPANGLE,WA99031     		NONE PC SUPPORT A SCHOOL COUNSELOR AND COLLEGE PREP PROGRAM 33,000
    WELLSPRING FAMILY SERVICES
    1900 RAINIER AVENUE SOUTH
    SEATTLE,WA98144     		NONE PC GENERAL OPERATING/MISSION 200
    WHITMAN-WALKER CLINIC
    1701 14 STREET NW
    WASHINGTON,DC20009     		NONE PC GENERAL OPERATING/MISSION 50
    YALE UNIVERSITY
    PO BOX 803
    NEW HAVEN,CT06503     		NONE PC GENERAL OPERATING/MISSION 100
    Total .................................bullet 3a 1,074,123
    bApproved for future payment
    ALLEGHENY EAST CONFERENCE
    767 DOUGLASS DRIVE
    BOYERTOWN,PA19512     		NONE PC BALTIMORE ACADEMY RENOVATION 74,361
    GEORGIA-CUMBERLAND ACADEMY
    397 ACADEMY DRIVE SW
    CALHOUN,GA30701     		NONE PC SUPPORT CONSTRUCTION PROJECTS 1,500,000
    MARANATHA
    900 RESERVE DRIVE SUITE 100
    ROSEVILLE,CA95678     		NONE PC EEC BUILDINGS-PROJECT 2 130,000
    MARANATHA
    900 RESERVE DRIVE SUITE 100
    ROSEVILLE,CA95678     		NONE PC EEC BUILDINGS-PROJECT 5 20,000
    ORLANDO CENTRAL SDA CHURCH
    624 N BROADWAY AVENUE
    ORLANDO,FL32803     		NONE PC LOCAL CHURCH PATHFINDER CLUB 1,000
    Total .................................bullet 3b 1,725,361
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    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 1,181,816  
    4 Dividends and interest from securities....     14 8,705,404  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 929,825  
    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 -328,144  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue:
    aDEFERRED EXCISE TAX BENEFIT     		    01 275,673  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 10,764,574 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    1310,764,574
    (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 (2015)
    Form 990-PF (2015)
    Page 13
    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 organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) 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) 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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2015
    Name of the organization
    BAINUM FAMILY FOUNDATION
     
    Employer identification number

    23-7000192
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2
    Name of organization
    BAINUM FAMILY FOUNDATION
          		Employer identification number
    23-7000192
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    ROBERTA BAINUM  
    7735 OLD GEORGETOWN ROAD SUITE 1000
     
    BETHESDA, MD20814

    		$ 1,000,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
     
     

    ROSE-MARIE ANDERSON FND VIA VANGUAR  
    16475 DALLAS PARKWAY 735
     
    ADDISON, TX75001

    		$ 15,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    3
     
     

    JANE BAINUM  
    7735 OLD GEORGETOWN ROAD SUITE 1000
     
    BETHESDA, MD20814

    		$ 1,000,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 3
    Name of organization
    BAINUM FAMILY FOUNDATION
          		Employer identification number

    23-7000192
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 4
    Name of organization
    BAINUM FAMILY FOUNDATION
          		Employer identification number

    23-7000192
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No.from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No.from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No.from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No.from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2015 AccountingFeesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING 85,418 0 0 77,252

    TY 2015 GeneralExplanationAttachment
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Identifier Return Reference Explanation
    REDUCTION EXPLANATION STATEMENT PART X, LINE 1E CHOICE HOTELS INTERNATIONAL STOCK: THE PRINCIPAL SPONSORS, THEIR DESCENDANTS (THE FAMILY), INCLUDING THE CEO AND SEVERAL DIRECTORS OF THE FOUNDATION, OWN AN AGGREGATE OF 40.5% OF THE COMMON STOCK OF CHH WHICH IS PUBLICLY TRADED IN UNITED STATES OF AMERICA. ALTHOUGH VOTING AND DISPOSITIVE POWER FOR THE FOUNDATION'S CHH SHARES RESTS WITH A COMMITTEE INDEPENDENT OF THE FAMILY AND OTHER AFFILIATES OF CHH, AS A PRUDENT MATTER,THE FOUNDATION HAS CONTINUED TO COMPLY WITH RULE 144 REQUIREMENTS. AS OF JUNE 30, 2016, THE FOUNDATION OWNED 1,618,842 SHARES OF CHH STOCK WHICH REPRESENTS 2.9% OF THE TOTAL CHH SHARES ISSUED AND OUTSTANDING. AN INDEPENDENT APPRAISAL VALUING THE STOCK WAS PERFORMED IN COMPLIANCE WITH THE UNIFORM STANDARDS OF PROFESSIONAL APPRAISAL PRACTICE. THE APPRAISER'S CONCLUSION WAS AN 8.6% DISCOUNT FROM THE STOCK'S JUNE 30, 2016 CLOSING PRICE ON THE NY STOCK EXCHANGE.

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Name of Stock End of Year Book Value End of Year Fair Market Value
    142,366.48 SHS MFO VANGUARD INDEX TRUST 9,221,077 9,221,077
    790,627.61 SHS MFO GMO QUAL FD III 16,342,273 16,342,273
    716,403.88 SHS MFO VANGUARD SPECIALIZED FUNDS 16,183,564 16,183,564
    625,229.85 SHS MFO VANGUARD INSTL TOTAL INDEX 32,618,241 32,618,241
    236 SHS ALPHABET INC CAP 163,337 163,337
    3,316 SHS AMER ELEC PWR 232,418 232,418
    2,361 SHS AMERICAN INTERNATIONAL GROUP 124,873 124,873
    1,995 SHS APPLE INC 190,722 190,722
    1,939 SHS ATMOS ENERGY CORP 157,680 157,680
    3,896 SHS BANCO LATINOAMERICANO DE COMERCIO 103,244 103,244
    695 SHS BERKSHIRE HATHAWAY INC 100,629 100,629
    809 SHS CHEVRON CORP COM 84,807 84,807
    6,623 SHS CISCO SYSTEMS INC. 190,014 190,014
    3.996 SHS COGNEX CORP 172,228 172,228
    1,666 SHS CVS HEALTH CORP 159,503 159,503
    3,265 SHS DELTA AIR LINES INC 118,944 118,944
    2,782 SHS DISCOVER FINL SVCS 149,087 149,087
    693 SHS EOG RESOURCES INC 57,810 57,810
    4,464 SHS FIRSTENERGY CORP 155,838 155,838
    1,296 SHS FLOWSERVE CORP 58,540 58,540
    3,093 SHS FMC CORP 143,237 143,237
    898 SHS JOHNSON & JOHNSON COM 108,928 108,928
    1,178 SHS LAB CORP AMER HLDGS 153,458 153,458
    1,705 SHS MERCK & CO INC 98,225 98,225
    8,078 SHS MICRON TECH 111,153 111,153
    3,209 SHS MICROSOFT CORP 164,204 164,204
    2,818 SHS NASDAQ 182,240 182,240
    983 SHS NEXTERA ENERGY INC 128,183 128,183
    1,493 SHS PEPSICO INC 158,168 158,168
    2,012 SHS RANGE RES CORP 86,798 86,798
    1,049 SHS SCHLUMBERGER LTD 82,955 82,955
    1,456 SHS STRYKER CORP 174,472 174,472
    2,165 SHS TJX COS INC 167,203 167,203
    3,029 SHS TYSON FOODS INC 202,307 202,307
    1,224 SHS UNITEDHEALTH GROUP INC 172,829 172,829
    3,234 SHS VERIZON COMMUNICATIONS 180,586 180,586
    1,422 SHS WALT DISNEY CO 139,100 139,100
    6,389 SHS WASH FED INC 154,997 154,997
    678 SHS 3M CO 118,731 118,731
    CHOICE HOTELS INTERNATIONAL CHH STOCK 70,459,580 70,459,580
    3,832,535 SHS MFO VANGUARD DEVELOPED MARKETS- INTERNATIONAL EQUITIES 43,537,603 43,537,603
    1,622 SHS AGRIUM INC-CANADA 146,662 146,662
    711 SHS KUKA AG NPV- GERMANY 84,123 84,123
    891 SHS ADR SIEMENS AG COM-GERMANY 91,408 91,408
    9,783 SHS DATALOGIC SOA-ITALY 157,266 157,266
    10,324 SHS DAIFUKU CO- JAPAN 182,952 182,952
    1,630 SHS ADR UNILEVER N V NY -NETHERLANDS 76,512 76,512
    1,526 SHS ADR NESTLE -SWITZERLAND 117,975 117,975
    4,208 SHS ADR ROCHE HLDG-SWITZERLAND 138,654 138,654
    1,000,000 SHS ING CAP FDG TR III PS 971,250 971,250
    1,000,000 SHS AMERICAN EXPRESS CO PS 998,750 998,750
    2,000,000 SHS BAC CAP TR XIII PS 1,496,100 1,496,100
    2,000,000 SHS BANK AMER CORP PS 2,005,000 2,005,000
    500,000 SHS DOMINION RES INC PS 415,000 415,000
    1,000,000 SHS ENBRIDGE ENERGY PARTNERS PS 770,000 770,000
    500,000 SHS ENTERPRISE PRODS PS 526,997 526,997
    2,000,000 SHS GOLDMAN SACHS CAP II PS 1,497,840 1,497,840
    2,000,000 SHS HARTFORD FINL SVCS PS 2,140,000 2,140,000
    2,000,000 SHS JPMORGAN CHASE & 7.9% PS 2,040,000 2,040,000
    1,000,000 SHS STANCORP FINL GROUP PS 751,300 751,300
    2,000,000 SHS WELLS FARGO & CO PS 2,092,500 2,092,500
    2,000,000 SHS XL GROUP PS 1,390,000 1,390,000
    672,051.69 SHS MFO VANGUARD EMERGING MARKET EQUITIES 14,932,989 14,932,989

    TY 2015 InvestmentsOtherSchedule2
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    1 SHARE ALLEN GLOBAL PARTNERS, LP HEDGE FUND FMV 102,690 102,690
    80,000,000 SHS ROCK CREEK BAINUM FAMILY FND. HEDGE FUND FMV 74,273,777 74,273,777
    SAILINGSTONE GLOBAL NATIONAL REAL ESTATE FMV 10,920,899 10,920,899
    TURNER-AGASSI CHARTER SCHOOL FACILITIES FUND II LP REAL ESTATE FMV 123,167 123,167
    FAIRMONT BUILDING LLC REAL ESTATE FMV 41,639,435 41,639,435
    1,000,000 SHS GENERAL ELEC CAP CORP FMV 1,013,136 1,013,136
    727,589.30 SHS MFO DOUBLELINE TOTAL RETURN BOND FMV 7,952,551 7,952,551
    1,427,798.45 SHS MFO EATON VANCE FLOTINGGRATE ADV. FMV 14,849,104 14,849,104
    2,317850.15 SHS MFO EATON VANCE MUTUAL FDS FMV 20,049,403 20,049,403
    747,973.69 SHS MFO OPPENHEIMER SR FLOATING RATE FD FMV 5,796,796 5,796,796
    FINANCIAL OPPORTUNISTIC FUND LTD. FMV 24,938,475 24,938,475
    599,892 SHS VENTURE CAPITAL AND PARTNERSHIP PRIVATE EQUITIES FMV 593,581 593,581

    TY 2015 LandEtcSchedule2
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    COMPUTER HARDWARE 334,057 213,193 120,864 120,864
    FURNITURE AND EQUIPMENT 427,996 112,813 315,183 315,183
    TELEPHONE SYSTEM 41,973 20,771 21,202 21,202
    COMPUTER SOFTWARE 579,873 417,786 162,087 162,087
    OFFICE EXPANSION 845,026 28,735 816,291 816,291
    LAND 874,057 0 874,057 874,057
    FAIRMONT BUILDING, LLC 3,592,905 0 3,592,905 3,592,906
    BAINUM FOUNDATION FARM, LLC 4,141,539 0 4,141,539 4,141,539


    TY 2015 LegalFeesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL 161,091 744 744 172,298


    TY 2015 OtherAssetsSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED INTEREST/DIVIDEND RECEIVABLE 313,813 554,595 554,595
    BEQUEST RECEIVABLE 148,365,375 6,139,484 6,139,484
    FEDERAL EXCISE TAX RECEIVABLE 200,025 212,634 212,634
    PROGRAM RELATED INVESTMENTS   3,211,000 3,211,000


    TY 2015 OtherDecreasesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Description Amount
    UNREALIZED LOSS ON INVESTMENTS 27,249,212
    CHANGE IN FMV OF PLEDGE DONATED ASSETS 3,212,328


    TY 2015 OtherExpensesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK FEES 12,988 12,988 12,988 0
    EQUIPMENT AND MAINTENANCE 61,278 0 0 70,166
    LICENSING AND SUBSCRIPTION 156,875 4,721 4,721 141,786
    STAFF RECRUITING 134,732 0 0 148,827
    INSURANCE 76,948 0 0 98,864
    OFFICE SUPPLIES 33,856 40 40 33,246
    POSTAGE AND DELIVERY 3,473 623 623 3,491
    STUDENT EXPENSES 133,881 0 0 146,475
    TELEPHONE 5,273 0 0 21,873
    SCHOOL ENHANCEMENT CONTRACTS 349,276 0 0 1,968,822
    BAINUM FOUNDATION FARM 193,340 0 0 182,244
    SUMMER PROGRAMS 122,740 0 0 110,281
    SCHOLARSHIPS 1,803,545 0 0 1,851,996
    ALLOOCATION FEES 0 197,797 197,797 -197,797
    MISCELLANEOUS 389 0 0 389


    TY 2015 OtherIncomeSchedule2
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    DEFERRED EXCISE TAX BENEFIT 275,673 0 0


    TY 2015 OtherLiabilitiesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED FEDERAL EXCISE TAX PAYABLE 310,485 34,812


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER PROFESSIONAL FEES 2,877,145 8,510 8,510 3,987,066
    INVESTMENT FEES K-1 68,936 68,936 68,936 0
    INVESTMENT FEES 408,529 408,529 408,529 14,048


    TY 2015 OtherReceivablesOfficersSch
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Travel Advance to Officers:  


    Item No. 1
    Borrower's Name STEWART W BAINUM JR
    Borrower's Title  
    Original Amount of Loan 17267698
    Balance Due 17655924
    Date of Note 2014-09
    Maturity Date 2023-09
    Repayment Terms ANNUAL INTEREST PAYMENTS, BALLOON PAYMENT AT MATURITY
    Interest Rate 2.860000000000
    Security Provided by Borrower PERSONAL GUARANTEE
    Purpose of Loan PURCHASE OF ESTATE ASSETS UNDER EXCEPTION PROVISIONS IN 53.4941(D)-3
    Description of Lender Consideration ESTATE ASSETS
    Consideration FMV 17267698

    Item No. 2
    Borrower's Name SCOTT A RENSCHLER
    Borrower's Title  
    Original Amount of Loan 1165050
    Balance Due 1191243
    Date of Note 2014-09
    Maturity Date 2023-09
    Repayment Terms ANNUAL INTEREST PAYMENTS, BALLOON PAYMENT AT MATURITY
    Interest Rate 2.860000000000
    Security Provided by Borrower PERSONAL GUARANTEE
    Purpose of Loan PURCHASE OF ESTATE ASSETS UNDER EXCEPTION PROVISIONS IN 53.4941(D)-3
    Description of Lender Consideration ESTATE ASSETS
    Consideration FMV 1165050

    Item No. 3
    Borrower's Name BRUCE D BAINUM
    Borrower's Title  
    Original Amount of Loan 17449670
    Balance Due 17680273
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms ANNUAL INTEREST PAYMENTS, BALLOON PAYMENT AT MATURITY
    Interest Rate 2.750000000000
    Security Provided by Borrower PERSONAL GUARANTEE
    Purpose of Loan PURCHASE OF ESTATE ASSETS UNDER EXCEPTION PROVISIONS IN 53.4941(D)-3
    Description of Lender Consideration ESTATE ASSETS
    Consideration FMV 17449670

    Item No. 4
    Borrower's Name TODD RENSCHLER
    Borrower's Title  
    Original Amount of Loan 540900
    Balance Due 548007
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms ANNUAL INTEREST PAYMENTS, BALLOON PAYMENT AT MATURITY
    Interest Rate 2.750000000000
    Security Provided by Borrower PERSONAL GUARANTEE
    Purpose of Loan PURCHASE OF ESTATE ASSETS UNDER EXCEPTION PROVISIONS IN 53.4941(D)-3
    Description of Lender Consideration ESTATE ASSETS
    Consideration FMV 540900

    Item No. 5
    Borrower's Name BRIAN B BAINUM
    Borrower's Title  
    Original Amount of Loan 513855
    Balance Due 520606
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms ANNUAL INTEREST PAYMENTS, BALLOON PAYMENT AT MATURITY
    Interest Rate 2.750000000000
    Security Provided by Borrower PERSONAL GUARANTEE
    Purpose of Loan PURCHASE OF ESTATE ASSETS UNDER EXCEPTION PROVISIONS IN 53.4941(D)-3
    Description of Lender Consideration ESTATE ASSETS
    Consideration FMV 513855

    Item No. 6
    Borrower's Name DINWIDDIE FARMS LLC
    Borrower's Title  
    Original Amount of Loan 4356674
    Balance Due 4413916
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms ANNUAL INTEREST PAYMENTS, BALLOON PAYMENT AT MATURITY
    Interest Rate 2.750000000000
    Security Provided by Borrower CORPORATE OBLIGATION
    Purpose of Loan PURCHASE OF ESTATE ASSETS UNDER EXCEPTION PROVISIONS IN 53.4941(D)-3
    Description of Lender Consideration ESTATE ASSETS
    Consideration FMV 4356674


    TY 2015 ReductionExplanationStatement
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Explanation:
    SEE STATEMENT 24

    TY 2015 TaxesSchedule
    Name:
    BAINUM FAMILY FOUNDATION
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 187,392 0 0 200,000
    FOREIGN TAXES K-1 6,610 6,610 6,610 0