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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
RIVER BRANCH FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)830 A1A NORTH SUITE 13 BOX 132
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
PONTE VEDRA, FL32082
A Employer identification number

22-6054887
B Telephone number (see instructions)

(904) 396-5831
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... 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$22,062,761J 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 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 414,938 414,938  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,529,705
b Gross sales price for all assets on line 6a 4,966,050
7 Capital gain net income (from Part IV, line 2)... 1,529,705
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........ 1,944,643 1,944,643  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 6,226 4,670   1,557
c Other professional fees (attach schedule).... Click to see attachment 117,440 117,440   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 30,294 11,976   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 627 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 154,587 134,086   1,557
25 Contributions, gifts, grants paid....... 1,718,422 1,718,422
26 Total expenses and disbursements. Add lines 24 and 25 1,873,009 134,086   1,719,979
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 71,634
b Net investment income (if negative, enter -0-) 1,810,557
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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......... 517,328 271,942 271,942
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........   6,995 6,995
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 15,377,893 Click to see attachment15,675,373 21,783,824
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)..........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 15,895,221 15,954,310 22,062,761
Liabilities 17 Accounts payable and accrued expenses.......... 12,545  
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 12,545 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 15,882,676 15,954,310
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 0 0
30 Total net assets or fund balances (see instructions)..... 15,882,676 15,954,310
31 Total liabilities and net assets/fund balances (see instructions). 15,895,221 15,954,310
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
15,882,676
2
Enter amount from Part I, line 27a .....................
2
71,634
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
15,954,310
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
15,954,310
Form 990-PF (2018)
Form 990-PF (2018)
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 P    
b CAPITAL GAINS DIVIDENDS P    
c
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 4,522,857   3,436,345 1,086,512
b 443,193     443,193
c
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       1,086,512
b       443,193
c
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 1,529,705
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 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))
2017 1,051,130 22,631,570 0.046445
2016 1,710,335 20,787,658 0.082276
2015 1,192,767 21,944,826 0.054353
2014 801,024 21,801,025 0.036742
2013 1,067,564 19,611,839 0.054435
2
Total of line 1, column (d) .....................
2
0.274251
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.054850
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
24,455,882
5
Multiply line 4 by line 3......................
5
1,341,405
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
18,106
7
Add lines 5 and 6........................
7
1,359,511
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,719,979
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 18,106
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 18,106
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 18,106
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 25,094
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 25,094
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
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 6,988
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet6,988 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
 
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)
    bulletFL, NJ
    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 2018 or the taxable year beginning in 2018? See the 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
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 addressbulletRIVERBRANCHFOUNDATION.ORG
    14
    The books are in care ofbulletEDWARD P SCHMITZER Telephone no.bullet (904) 396-5831

    Located atbullet5011 GATE PARKWAY BLDG 100 SUITE300JACKSONVILLEFL ZIP+4bullet32256
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    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
     
     
    ........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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    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 2018 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 2018.)..................
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    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:
    Yes
    No
    (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
     
     
    .........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
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    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
    JENNIFER JOHNSON DUKE DIRECTOR
    0.00     		0 0 0
    830 A1A NORTH SUITE 13 BOX 132
    PONTE VEDRA,FL32082
    JUDITH LEROUX TRUSTEE
    0.00     		0 0 0
    830 A1A NORTH SUITE 13 BOX 132
    PONTE VEDRA,FL32082
    SIMON GREGG TRUSTEE
    0.00     		0 0 0
    830 A1A NORTH SUITE 13 BOX 132
    PONTE VEDRA,FL32082
    JASON GREGG TRUSTEE
    0.00     		0 0 0
    830 A1A NORTH SUITE 13 BOX 132
    PONTE VEDRA,FL32082
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    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
    NONE
    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 N/A 0
    2  
    3  
    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 N/A 0
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    24,327,571
    b
    Average of monthly cash balances.......................
    1b
    500,736
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    24,828,307
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    24,828,307
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    372,425
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    24,455,882
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,222,794
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,222,794
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    18,106
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    18,106
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,204,688
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,204,688
    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
    1,204,688
    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
    1,719,979
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    1,719,979
    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
    18,106
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,701,873
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 1,204,688
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 111,875
    b From 2014......  
    c From 2015...... 116,944
    d From 2016...... 696,252
    e From 2017......  
    fTotal of lines 3a through e........ 925,071
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,719,979
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 1,204,688
    e Remaining amount distributed out of corpus 515,291
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 1,440,362
    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 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		0
    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) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		111,875
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		1,328,487
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015.... 116,944
    c Excess from 2016.... 696,252
    d Excess from 2017....  
    e Excess from 2018.... 515,291
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation 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:
    TRUSTEE THE RIVER BRANCH FOUNDATION
    830 AIA NORTH SUITE 13 BOX 132
    PONTE VEDRA,FL32062
    (904) 396-5831
    bThe form in which applications should be submitted and information and materials they should include:
    WRITTEN REQUESTS ACCEPTED FROM RECOGNIZED NONPROFIT ORGANIZATIONS. NO PRESCRIBED APPLICATION FORMAT.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    ALL GRANTS ARE MADE TO ORGANIZATIONS RECOGNIZED BY IRS AS CHARITABLE ORGANIZATIONS. MOST OF THESE ARE IN THE JACKSONVILLE AREA.
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    CONCORD ACADEMY
    166 MAIN ST
    CONCORD,MA01742     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 25,000
    ECOFLIGHT
    311K ASPEN AIRPORT BUSINESS CENTER
    ASPEN,CO81611     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 25,000
    EVERGLADES FOUNDATION
    18001 OLD CUTLER ROAD
    PALMETTO BAY,FL33157     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 50,000
    THE NATURE CONSERVANCY INC
    4245 NORTH FAIRFAX DRIVE SUITE 100
    ARLINGTON,VA22203     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 125,000
    ST JOHN'S RIVERKEEPER
    2800 UNIVERSITY BLVD NORTH
    JACKSONVILLE,FL32211     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 50,000
    VERMONT STUDIO CENTER
    PO BOX 613
    JOHNSON,VT05656     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 100,000
    HARBOR BRANCH FOUNDATION
    5600 US 1 NORTH
    FT PIERCE,FL34946     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 109,422
    NEW JERSEY CONSERVATION
    170 LONGVIEW ROAD
    FAR HILLS,NJ07931     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 379,000
    NORTH FLORIDA LAND TRUST
    2038 GILMORE STREET
    JACKSONVILLE,FL32204     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 650,000
    AUDUBON FLORIDA
    4500 BISCAYNE BLVD STE 205
    MIAMI,FL33137     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 100,000
    MATANZAS RIVERKEEPER
    201 OWENS AVENUE
    ST AUGUSTINE,FL32080     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 25,000
    RARITAN HEADWATERS
    2121 LARGER CROSS RD
    BEDMINSTER,NJ07934     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 25,000
    MEMORIAL PARK ASSOCIATION
    1650-302 MARGARET STREET STE 322
    JACKSONVILLE,FL322043869     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 50,000
    MUSEUM OF CONTEMPORARY ART JAX
    333 NORTH LAURA STREET
    JACKSONVILLE,FL32202     		N/A PUBLIC CHARITY PROVIDE FOR PROGRAM SERVICES 5,000
    Total .................................bullet 3a 1,718,422
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 ...........     		         
    4 Dividends and interest from securities....     14 414,938  
    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 1,529,705  
    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 1,944,643 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,944,643
    (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 (2018)
    Form 990-PF (2018)
    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) (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) (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 (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    RIVER BRANCH FOUNDATION
    EIN:
    22-6054887
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 6,226 4,670   1,557

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    RIVER BRANCH FOUNDATION
    EIN:
    22-6054887
    Name of Stock End of Year Book Value End of Year Fair Market Value
    987 SHS - 3M COMPANY 97,808 188,063
    652 SHS - ADOBE SYSTEMS INC. 18,129 147,508
    2021 SHS - AIR PRODUCTS & CHEMICALS, INC. 230,487 323,461
    286 SHS - ALPHABET INC CL A 108,776 298,858
    199 SHS - ALPHABET INC CL C 54,455 206,086
    197 SHS - AMAZON.COM, INC. 33,754 295,888
    1728 SHS - APPLE, INC. 150,536 272,574
    1635 SHS - BECTON DICKINSON & CO. 233,886 368,398
    14650 SHS - BERKSHIRE HATHAWAY CL B 673,929 2,991,237
    3225 SHS - BORG WARNER INC 119,494 112,037
    1520 SHS - CELGENE CORP 150,696 97,417
    4805 SHS - CISCO SYSTEMS, INC. 94,599 208,201
    6344 SHS - COMCAST CORP. 80,660 216,013
    1075 SHS - COSTCO WHSL. CORP. 69,548 218,988
    10109 SHS - DANONE 145,553 141,324
    800 SHS - DOLLAR TREE STORES INC 49,535 72,256
    1221 SHS - ECOLAB INC 136,348 179,914
    1605 SHS - FACEBOOK 106,262 210,399
    765 SHS - FEDEX CORP. 63,279 123,417
    1500 SHS - FIDELITY NATL INFO SVC COM 121,727 153,825
    1000 SHS - HONEYWELL INTERNATIONAL INC. 94,689 132,120
    2090 SHS - INTERCONTINENTIAL EXCHANGE 110,415 157,440
    1597 SHS - JOHNSON & JOHNSON 101,797 206,093
    2975 SHS - JPMORGAN CHASE & CO 143,931 252,543
    1916 SHS - MASTERCARD CL A 179,516 361,454
    4456 SHS - MICROSOFT CORP 199,449 452,597
    3300 SHS - MONDELEZ INTERNATIONAL 78,846 132,099
    2400 SHS - MONSTER BEVERAGE CORP 108,760 118,128
    2238 SHS - NESTLE SA 105,217 181,188
    453 SHS - NETFLIX 41,817 121,250
    3077 SHS - NIKE INC CL B 127,647 228,129
    2521 SHS - NORWEGIAN CRUISE LINE HOLDINGS LTD 81,794 106,865
    2032 SHS - NOVARTIS ADR 110,496 174,366
    1231 SHS - PEPSICO, INC. 74,876 136,001
    3725 SHS - PROGRESSIVE CORP OHIO 64,119 224,729
    4112 SHS - ROCHE HOLDINGS LTD. 85,231 127,801
    698 SHS - ROPER INDS INC NEW 119,468 186,031
    3021 SHS - ROYAL DUTCH SHELL 159,449 181,079
    1929 SHS - S&P GLOBAL INC 188,169 327,815
    2742 SHS - SCHLUMBERGER LTD. 182,411 98,931
    1000 SHS - STARBUCKS CORP 24,281 64,400
    2368 SHS - TEXAS INSTRUMENTS, INC. 56,683 223,776
    1738 SHS - THERMO FISHER SCIENIFIC 268,592 388,948
    4492 SHS - TJX COMPANIES, INC. 161,198 200,972
    1544 SHS - UNION PACIFIC CORP 66,813 213,427
    1754 SHS - UNITEDHEALTH GROUP INC COM 217,492 436,957
    2650 SHS - US BANCORP 64,349 121,105
    1352 SHS - VISA INC. CL A 29,144 178,383
    2670 SHS - WELLS FARGO & CO NEW COM STK 75,767 123,034
    968 SHS - WORKDAY INC 73,558 154,570
    1894 SHS - YUM BRANDS INC 104,964 174,096
    122502 SHS - LONGLEAF PARTNERS INTERNATIONAL 3,331,840 2,707,290
    49434 SHS - OAKMARK INTERNATIONAL FUND 853,334 1,010,434
    38766 SHS - OAKMARK INTERNATIONAL SMALL CAP 665,115 482,244
    46711 SHS - TWEEDY BROWNE GLOBAL VALUE 1,219,134 1,162,162
    83526 SHS - VANGUARD S/T INVESTMENT GRADE 884,487 872,015
    2900 SHS - CHARLES SCHWAB CORP 120,209 120,437
    1490 SHS - DOLLAR GENERAL CORP 102,201 161,039
    545 SHS - EDWARDS LIFESCIENCES 51,720 83,478
    596 SHS - FLEETCOR TECHNOLOGIES 97,528 110,689
    379 SHS - SHERMAN WILLIAMS CO 140,167 149,121
    511 SHS - ULTRA BEAUTY, INC. 114,744 129,765
    3100 SHS - ABBOTT LABS 189,603 224,223
    584 SHS - ACCENTURE PLC 96,246 82,350
    2700 SHS - ACTIVISION BLIZZARD 168,290 125,739
    500 SHS - AMERICAN TOWER CORP 69,248 79,095
    1200 SHS - AMPHENOL CORP 101,642 97,224
    3200 SHS - ARAMARK 130,272 92,704
    69 SHS - BOOKING HOLDINGS INC. 101,861 118,847
    202 SHS - CHIPOTLE MEXICAL GRL 94,623 87,222
    1500 SHS - HIS MARKIT LTD 77,264 71,955
    980 SHS - ILLINOIS TOOL WORKS 134,391 124,156
    1600 SHS - LOWES COMPANIES INC. 157,530 147,776
    1700 SHS - QUALCOMM, INC. 111,856 96,747
    632 SHS - REDHAT, INC. 95,786 111,004
    500 SHS - SALESFORCE COM 68,758 68,485
    1109 SHS - VERISK ANALYTICS INC. 119,917 120,925
    713 SHS - WATERS CORP. 137,208 134,507

    TY 2018 OtherExpensesSchedule
    Name:
    RIVER BRANCH FOUNDATION
    EIN:
    22-6054887
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MISCELLANEOUS 627 0   0


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    RIVER BRANCH FOUNDATION
    EIN:
    22-6054887
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEES 117,440 117,440   0


    TY 2018 TaxesSchedule
    Name:
    RIVER BRANCH FOUNDATION
    EIN:
    22-6054887
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES 11,976 11,976   0
    EXCISE TAXES 18,318 0   0