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
THE CARMEL HILL FUND
 
Number and street (or P.O. box number if mail is not delivered to street address)1325 AVENUE OF THE AMERICAS NO 2715
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10019
A Employer identification number

13-6881103
B Telephone number (see instructions)

(212) 786-6320
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$339,110,943J 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) 20,000
2 Check bullet.............
3 Interest on savings and temporary cash investments 96,946 96,946  
4 Dividends and interest from securities... 873,366 873,366  
5a Gross rents............ 50,663 50,663  
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 60,077,523
b Gross sales price for all assets on line 6a 118,007,840
7 Capital gain net income (from Part IV, line 2)... 60,077,523
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 54,309 49,853  
12 Total. Add lines 1 through 11........ 61,172,807 61,148,351  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 2,338,939 0   2,338,939
15 Pension plans, employee benefits....... 421,728 0   421,728
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 18,743 18,743   0
c Other professional fees (attach schedule).... Click to see attachment 225,955 0   164,258
17 Interest............... 3,278 3,278   0
18 Taxes (attach schedule) (see instructions)... Click to see attachment 1,253,529 122,048   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 2,467,092 1,277,512   1,187,248
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 6,729,264 1,421,581   4,112,173
25 Contributions, gifts, grants paid....... 11,748,078 11,748,078
26 Total expenses and disbursements. Add lines 24 and 25 18,477,342 1,421,581   15,860,251
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 42,695,465
b Net investment income (if negative, enter -0-) 59,726,770
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............. 442,177 137,726 137,726
2 Savings and temporary cash investments......... 2,414,211 4,957,688 4,957,688
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..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 220,349,972 Click to see attachment252,727,637 238,647,551
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).......... 106,766,210 Click to see attachment92,036,978 92,036,978
14 Land, buildings, and equipment: basis bullet3,331,000
Less: accumulated depreciation (attach schedule) bullet   3,331,000 3,331,000 3,331,000
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 333,303,570 353,191,029 339,110,943
Liabilities 17 Accounts payable and accrued expenses..........    
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)......... 0 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........ 333,303,570 353,191,029
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)..... 333,303,570 353,191,029
31 Total liabilities and net assets/fund balances (see instructions). 333,303,570 353,191,029
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
333,303,570
2
Enter amount from Part I, line 27a .....................
2
42,695,465
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
375,999,035
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
22,808,006
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
353,191,029
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 VIVENDI SHS P   2018-12-31
b MELROSE INDUSTRIES PLC SHS D   2018-12-13
c KONINKLUKE VOPAK NV ROTTERDAM SHS P   2018-12-31
d A2 MILK CO LTD SHS I D 2018-09-21 2018-12-13
e NASPERS LIMITED LTD D   2018-12-31
CARMAX INC. COM P   2018-12-31
ELECTRONIC ARTS INC COM D 2018-11-07 2018-12-31
FACEBOOK INC CL A D   2018-12-31
JACOBS ENGR GROUP P   2018-12-31
LIBERTY BROADBAND CO RP COM SER A D   2018-12-31
LIBERTY BROADBAND CO RP COM SER C D   2018-12-31
O'REILLY AUTOMOTIVE INC NEW COM P   2018-12-31
OMNICOM GROUP INC CO M P   2018-12-31
TJX COS INC NEW COM P 2017-03-08 2018-02-26
VISA INC COM CL A P   2018-12-31
WATERS CORP COM P   2018-12-31
HISCOX LTD SHS P   2018-12-31
ROLLS-ROYCE HOLDINGS PLC LONDON SHS P   2018-12-31
KONINKLUKE VOPAK NV ROTTERDAM SHS P   2018-12-31
ALPHABET INC CAP STK CL C P   2018-12-31
AMAZON COM INC P   2018-12-31
BOOKING HLDGS INC CO M D   2018-12-31
CARMAX INC. COM P   2018-12-31
CHIPOTLE MEXICAN GRILL INC COM P 2016-04-27 2018-01-12
CONSTELLATION SOFTWARE INC COM P   2018-12-31
CREDIT ACCEPTANCE CO RP P   2018-12-31
DENTSPLY SIRONA INC COM P   2018-12-31
JACOBS ENGR GROUP P   2018-12-31
LIBERTY MEDIA CORP D EL COM SER C FORMULA ONE P 2017-05-19 2018-12-31
MASTER CARD INC P   2018-12-31
O'REILLY AUTOMOTIVE INC NEW COM P   2018-12-31
OMNICOM GROUP INC CO M P   2018-12-31
SCHWAB CHARLES CORP NEW COM P   2018-12-31
TJX COS INC NEW COM P   2018-12-31
VISA INC COM CL A P   2018-12-31
WELLS FARGO & CO NEW COM P   2018-12-31
ALPHABET INC CAP STK CL A D 2018-12-12 2018-12-12
BERKSHIRE HATHAWAY INC DEL CL A D   2018-12-31
BERKSHIRE HATHAWAY INC DEL CL B NEW P   2018-12-31
LIBERTY MEDIA CORP D EL COM SER A FORMULA ONE P 2018-12-12 2018-12-13
MOHAWK INDUSTRIES INC P   2018-12-31
FROM ACACIA PARTNERS LP P   2018-12-31
FROM ACACIA PARTNERS LP P   2018-12-31
SEQUOIA P   2018-12-31
TIFFANY & CO P   2018-12-31
CAPITAL GAINS DIVIDENDS 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 377,516   423,528 -46,012
b 103,765   119,569 -15,804
c 142,494   134,797 7,697
d 111,643   123,938 -12,295
e 426,385   641,750 -215,365
604,236   665,278 -61,042
150,293   169,622 -19,329
349,555   418,822 -69,267
175,649   182,998 -7,349
110,874   119,741 -8,867
332,461   365,647 -33,186
760,243   754,594 5,649
601,557   673,913 -72,356
299,811   299,917 -106
1,562,784   1,210,763 352,021
1,344,955   1,018,240 326,715
320,871   236,027 84,844
1,247,854   1,031,770 216,084
211,688   196,789 14,899
1,353,535   1,166,793 186,742
1,161,400   642,353 519,047
613,436   567,933 45,503
500,288   350,240 150,048
278,920   362,969 -84,049
1,466,764   1,036,021 430,743
696,024   471,983 224,041
2,670,714   2,688,968 -18,254
574,421   439,544 134,877
528,164   483,152 45,012
509,188   404,543 104,645
838,752   886,962 -48,210
996,777   1,164,750 -167,973
754,844   491,960 262,884
3,474,535   2,632,760 841,775
1,159,884   817,311 342,573
1,860,800   1,768,223 92,577
209,458   209,377 81
1,509,947   329,600 1,180,347
1,786,563   763,659 1,022,904
2,102   2,101 1
324,911   182,400 142,511
1,172,604     1,172,604
7,013,931     7,013,931
35,000,000   31,279,012 3,720,988
2,592     2,592
42,312,652     42,312,652
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       -46,012
b       -15,804
c       7,697
d       -12,295
e       -215,365
      -61,042
      -19,329
      -69,267
      -7,349
      -8,867
      -33,186
      5,649
      -72,356
      -106
      352,021
      326,715
      84,844
      216,084
      14,899
      186,742
      519,047
      45,503
      150,048
      -84,049
      430,743
      224,041
      -18,254
      134,877
      45,012
      104,645
      -48,210
      -167,973
      262,884
      841,775
      342,573
      92,577
      81
      1,180,347
      1,022,904
      1
      142,511
      1,172,604
      7,013,931
      3,720,988
      2,592
      42,312,652
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 60,077,523
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 10,778,040 343,514,863 0.031376
2016 12,297,073 312,648,687 0.039332
2015 11,336,597 357,349,373 0.031724
2014 11,201,903 323,409,741 0.034637
2013 13,937,715 283,408,689 0.049179
2
Total of line 1, column (d) .....................
2
0.186248
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
0.037250
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
374,676,622
5
Multiply line 4 by line 3......................
5
13,956,704
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
597,268
7
Add lines 5 and 6........................
7
14,553,972
8
Enter qualifying distributions from Part XII, line 4,.............
8
15,860,251
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 1 597,268
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........................... 3 597,268
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- ..... 5 597,268
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 875,200
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.............. 7 875,200
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 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 10 277,932
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet277,932 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)
    bulletNY
    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 instructionsClick to see attachment.................
    12
    Yes
     
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletROBERT D GOLDFARB Telephone no.bullet (212) 786-6320

    Located atbullet1325 AVENUE OF THE AMERICAS SUITE2715NEW YORKNY ZIP+4bullet10019
    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
    ROBERT D GOLDFARB TRUSTEE
    2.00     		0 0 0
    1325 AVENUE OF AMERICAS SUITE 2715
    NEW YORK,NY10019
    DANIEL L MOSLEY TRUSTEE
    2.00     		0 0 0
    825 EIGHTH AVENUE
    NEW YORK,NY10019
    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
    ARLENE FARRAND-BORGERSON EXECUTIVE DIRECTOR
    40.00     		329,919 0 0
    6951 WESTCHESTER CIRCLE
    LAKEWOOD RANCH,FL34202
    FANON J HOWELL DIRECTOR CHF READING
    40.00     		279,100 0 0
    8 DUERS COURT
    OSSINING,NY10562
    EILEEN M MC MAHON DIRECTOR CHF DENVER
    40.00     		118,463 0 0
    970 MC INTIRE ST
    BOULDER,CO80303
    MARJORIE W GODWIN DIRECTOR CHF MONROE
    40.00     		115,180 0 0
    2515 MYRTLE STREET
    MONROE,LA71201
    EMMETT DIXON IMPLEMENTATION TECH.
    40.00     		103,755 0 0
    22 WEST 128TH STREET APT 1A
    NEW YORK,NY10027
    Total number of other employees paid over $50,000...................bullet 19
    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
    ANN HAMM - SCHOLLY MOLLY INC STUDENT PERFORMANCE CONSULTANT 115,659
    59 WEST 126TH ST APT 1
    NEW YORK,NY10027
    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 THE CARMEL HILL FUND'S EDUCATION PROGRAM OPERATES IN SCHOOLS IN THREE CITIES: 51 SCHOOLS IN NYC, 19 SCHOOLS IN MONROE, LA AND 59 SCHOOLS IN DENVER, CO REACHING A TOTAL OF OVER 35,000 STUDENTS. OUR MISSION IS TO SUPPORT PRIMARY AND SECONDARY AGED STUDENTS IN BECOMING AVID READERS. TO THIS END, WE PARTNER WITH SCHOOLS TO TRACK STUDENT READING PROGRESS AND PROFICIENCY VERSUS GRADE-LEVEL STATE STANDARDS. OUR PRINCIPAL FOCUS IS UTILIZING RENAISSANCE LEARNING'S ACCELERATED READER SOFTWARE PROGRAM. OUR STAFF CONSISTS OF 21 EMPLOYEES VISITING SCHOOLS TO ASSIST PRINCIPALS, TEACHERS AND LIBRARIANS IN THE SUCCESSFUL IMPLEMENTATION OF THE READING PROGRAM. WE ARE PROUD OF OUR IMPACT ON BOTH THE STUDENTS AND THE COMMUNITIES IN WHICH WE ARE LOCATED. 1,187,248
    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 NONE 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
    373,039,986
    b
    Average of monthly cash balances.......................
    1b
    4,011,371
    c
    Fair market value of all other assets (see instructions)................
    1c
    3,331,000
    d
    Total (add lines 1a, b, and c).........................
    1d
    380,382,357
    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
    380,382,357
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    5,705,735
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    374,676,622
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    18,733,831
    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
    18,733,831
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    597,268
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    1,986
    c
    Add lines 2a and 2b............................
    2c
    599,254
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    18,134,577
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    18,134,577
    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
    18,134,577
    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
    15,860,251
    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
    15,860,251
    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
    597,268
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    15,262,983
    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 18,134,577
    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...... 1,531,453
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 1,531,453
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 15,860,251
    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..... 15,860,251
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 1,531,453 1,531,453
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 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 ..........     		742,873
    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) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    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 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 (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
    AMERICAN INSTITUTE FOR FOREIGN STUDY (SUMMER INSTITUTE OF THE GIFTED)
    ONE HIGH RIDGE PARK
    STAMFORD,CT06905     		NONE PUBLIC CHARITY SCHOLARSHIPS TO SUMMER INSTITUTE FOR THE GIFTED FOR OUR GIFTED READERS 282,823
    ARTS ALIVE
    ONE MAIN STREET SUITE 217
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    BOY & GIRLS CLUB OF BURLINGTON
    62 OAK STREET
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,500
    BOYSGIRLS CLUB METRO DENVER
    2017 WEST 9TH AVENUE
    DENVER,CO80204     		NONE PUBLIC CHARITY FUND COSTS FOR ACCELERATED READER SOFTWARE AND EXPENSES RELATED THERETO 100,000
    BRAIN & BEHAVIOR RESEARCH FOUNDATION
    60 CUTTER MILL ROAD SUITE 404
    GREAT NECK,NY11021     		NONE PUBLIC CHARITY CONTRIBUTION TOWARDS SCIENTIFIC RESEARCH IN REGARD TO CHILDREN'S MENTAL HEALTH 550,000
    BURLINGTON CITY ARTS
    135 CHURCH STREET
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY FOR THE DONEE'S TAX EXEMPT PURPOSE 22,500
    CHAPIN SCHOOL
    100 EAST END AVENUE
    NEW YORK,NY10028     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 500
    CHARLOTTE COMMUNITY FOOD SHELF
    PO BOX 83
    CHARLOTTE,VT05445     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    CHILDRENS AID SOCIETY
    711 THIRD AVENUE SUITE 700
    NEW YORK,NY10017     		NONE PUBLIC CHARITY FUND COSTS FOR AFTER SCHOOL PROGRAM FOR SCHOLARSHIP STUDENTS 77,800
    CHITTENDEN EMERGENCY FOOD SHELF
    228 N WINOOSKI AVENUE
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    CHOATE ROSEMARY HALL
    333 CHRISTIAN STREET
    WALLINGTON,CT06492     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 500
    COTS
    PO BOX 1616
    BURLINGTON,VT05402     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,500
    DANA SCATTON
    855 JEFFERSON AVENUE
    REDWOOD CITY,CA94063     		NONE INDIVIDUAL ASSISTANCE TO INDIGENT FAMILY 1,050
    DC COLLEGE ACCESS
    1300 N 17TH STREET 17TH FLOOR
    ARLINGTON,VA22209     		NONE PUBLIC CHARITY FUNDS TOWARDS ASSISTING HIGH SCHOOL STUDENTS TUITION INTO COLLEGE 250,000
    DENVER PUBLIC SCHOOLS
    1860 LINCOLN STREET
    DENVER,CO80203     		NONE PUBLIC CHARITY PARTNERING WITH DENVER PUBLIC SCHOOLS WITH BOOKS, COMPUTERS AND READING SOFTWARE 731,653
    FIDELITY CHARITABLE GIFT FUND - THE CARMEL HILL GIFT FUND
    PO BOX 770001
    CINCINNATI,OH45277     		NONE PUBLIC CHARITY DONOR ADVISED FUND - PLANNED FOR GIFTS TOWARDS HELPING MENTAL HEALTH 5,000,000
    FLYNN CENTER FOR THE PERFORMING ARTS
    153 MAIN STREET
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,500
    GIRLS ROCK CAMPAIGN BOSTON
    PO BOX 301526
    JAMAICA PLAIN,MA02130     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 2,500
    INSTITUTE FOR MEDITATION SCIENCES INC
    181 WOODLAND AVENUE
    VERONA,NJ07044     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    INTERNATIONAL BIPOLAR FOUNDATION
    8755 AERO DRIVE
    SAN DIEGO,CA92123     		NONE PUBLIC CHARITY GENERAL FUNDING FOR ASSISTING AWARENESS FOR BI-POLAR DISORDER 25,000
    KING STREET YOUTH CENTER
    PO BOX 1615
    BURLINGTON,VT05402     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    MADISON SQUARE BOYS AND GIRLS CLUB
    733 THIRD AVENUE
    NEW YORK,NY10017     		NONE PUBLIC CHARITY GENERAL FUNDING FOR AFTER SCHOOL CLUBHOUSE ACTIVITIES AND EXPENSES 150,000
    ME 2 MUSIC FOR MENTAL HEALTH
    PO BOX 4560
    BURLINGTON,VT05406     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 2,500
    MONROE SCHOOL DISTRICT
    2006 TOWER DRIVE
    MONROE,LA71201     		NONE PUBLIC CHARITY FUNDING LIBRARIES WITH BOOKS, COMPUTER HARDWARE AND ACCELERATED READER SOFTWARE 510,519
    MT SINAI ADOLESCENT MENTAL
    312-320 E 94TH STREET
    NEW YORK,NY10128     		NONE PUBLIC CHARITY GENERAL FUNDING FOR ADOLESCENTS MENTAL HEALTH PROGRAMS 25,000
    MUSIC FOR THE EARTH
    PO BOX 1740
    LITCHFIELD,CT06759     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 10,000
    NAAM YOGA LA
    1231 FOURTH STREET
    SANTA MONICA,CA90401     		NONE PUBLIC CHARITY FOR THE DONEE'S TAX EXEMPT PURPOSE 51,000
    NEW YORK CITY PUBLIC SCHOOLS
    52 CHAMBERS STREET
    NEW YORK,NY10007     		NONE PUBLIC CHARITY FUNDING NYC PUBLIC & PRIVATE SCHOOLS AND LIBRARIES WITH BOOKS, COMPUTERS, SOFTWARE 606,009
    NORTHSIDE CENTER
    1301 FIFTH AVENUE
    NEW YORK,NY10029     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 25,000
    NRDC
    40 W 20TH STREET
    NEW YORK,NY10011     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    OCEAN CONSERVANCY
    1300 19TH STREET NW
    WASHINGTON,DC20036     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    PLANNED PARENTHOOD FEDERATION OF AMERICA
    434 WEST 33RD STREET
    NEW YORK,NY10001     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 3,000
    PLANNED PARENTHOOD OF NORTHERN NE
    784 HERCULES DRIVE SUITE 110
    COLCHESTER,VT05446     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    RUDOLF STEINER FOUNDATION
    1002 OREILLY AVENUE
    SAN FRANCISCO,CA94129     		NONE PUBLIC CHARITY DONOR ADVISED FUND- PLANNED FOR GIFTS FOR DONEE'S EXEMPT PURPOSE AND CAUSE . 200,000
    SAN FRANCISCO ART INSTITUTE
    800 CHESTNUT STREET
    SAN FRANCISCO,CA94133     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    SARAH HOLBROOK COMMUNITY CENTER
    66 NORTH AVENUE
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 2,500
    SAVE THE CHILDREN
    501 KINGS HIGHWAY EAST
    FAIRFIELD,CT06825     		NONE PUBLIC CHARITY FOR THE DONEE'S TAX EXEMPT PURPOSE. 2,500,000
    SHELBURNE CRAFT SCHOOL
    PO BOX 52
    SHELBURNE,VT05482     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 2,500
    SHELBURNE FARMS
    1611 HARBOR ROAD
    SHELBURNE,VT05482     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    SHELBURNE MUSEUM
    PO BOX 10
    SHELBURNE,VT05482     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    ST PAUL SCHOOL
    114 EAST 118 STREET
    NEW YORK,NY10035     		NONE PUBLIC CHARITY CONTINUED FUNDING FOR ACCELERATED READER PROGRAM, BOOKS AND ADMINISTRATIVE EXPENSES 508,224
    STERN CENTER FOR LANGUAGE AND LEARNING
    183 TALCOTT ROAD
    WILLISTON,VT05495     		NONE PUBLIC CHARITY FOR THE DONEE'S TAX EXEMPT PURPOSE 15,000
    THE CENTER FOR ARTS AT THE ARMORY
    191 HIGHLAND AVENUE
    SOMERVILLE,MA02143     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 2,500
    THE INTERVALE CENTER
    180 INTERVALE ROAD
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    THE REUSE CENTER
    100 TERRACE STREET
    BOSTON,MA02120     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    TWIN RAY ILLUMINATIONS
    3313 CABO COURT
    CARLSBAD,CA92009     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 10,000
    UNIVERSITY OF RICHMOND
    28 WESTHAMPTON WAY
    RICHMOND,VA23173     		NONE PUBLIC CHARITY FOR THE DONEE'S TAX EXEMPT PURPOSE 25,000
    VERMONT FOOD BANK
    PO BOX 254
    SO BARRE,VT05670     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 2,500
    VERMONT SYMPHONY ORCHESTRA
    2 CHURCH STREET
    BURLINGTON,VT05401     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 1,000
    VERMONT WOMEN'S FUND
    3 COURT STREET
    MIDDLEBURY,VT05753     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    WASHINGTON SCHOLARSHIP FUND INC
    PO BOX 243
    WASHINGTON DEPOT,CT06794     		NONE PUBLIC CHARITY UNRESTRICTED GRANT FOR DONEE'S EXEMPT PURPOSE 5,000
    Total .................................bullet 3a 11,748,078
    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 ...........     		    14 96,946  
    4 Dividends and interest from securities....     14 873,366  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......     16    
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....     14 49,853  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 60,077,523  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aACACIA PARTNERS LP     		523000 4,456      
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 4,456 61,097,688 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    61,102,144
    (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
    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 Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    THE CARMEL HILL FUND
     
    Employer identification number

    13-6881103
    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 isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2
    Name of organization
    THE CARMEL HILL FUND
          		Employer identification number
    13-6881103
    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
    STUDENT INSTITUTE OF THE GIFTEDAIFS
     
    1 HIGH RIDGE PARK
     
    STAMFORD, CT06905

    		$ 20,000


    (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.)
    (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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    THE CARMEL HILL FUND
          		Employer identification number

    13-6881103
    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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    THE CARMEL HILL FUND
          		Employer identification number

    13-6881103
    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) (2018)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2018 AccountingFeesSchedule
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING 18,743 18,743   0

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Name of Stock End of Year Book Value End of Year Fair Market Value
    SEQUOIA FUND 190,963,653 169,644,832
    EQUITIES 31,763,984 39,002,719
    EQUITIES- UNSETTLED 30,000,000 30,000,000

    TY 2018 InvestmentsOtherSchedule2
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ACACIA PARTNERS LP AT COST 92,036,978 92,036,978

    TY 2018 OtherDecreasesSchedule
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Description Amount
    FROM ACACIA PARTNERS LP UNREALIZED GAIN(LOSS) 22,808,006


    TY 2018 OtherExpensesSchedule
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CARMEL HILL READING PROJECT EXPENSES 1,187,248 0   1,187,248
    INVESTMENT EXPENSES 1,172,546 1,172,546   0
    FROM ACACIA PARTNERS LP 54,303 54,303   0
    PENALTY 2,282 0   0
    BANK FEES 50 0   0
    SUBLEASE RENT EXPENSE 50,663 50,663   0


    TY 2018 OtherIncomeSchedule2
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    SEC 965(A) INCLUSION 49,853 49,853 49,853
    ACACIA PARTNERS LP 4,456   4,456


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CONSULTING FEES 164,258 0   164,258
    PROFESSIONAL 61,697 0   0


    TY 2018 TaxesSchedule
    Name:
    THE CARMEL HILL FUND
    EIN:
    13-6881103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    NYS DEPT. OF LAW 1,500 0   0
    FOREIGN TAX 122,048 122,048   0
    PAYROLL TAX 158,290 0   0
    REAL ESTATE TAX 4,497 0   0
    FEDERAL INCOME TAX 967,194 0   0