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
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 07-01-2017 , and ending 06-30-2018
Name of foundation
BLUE WATERS FOUNDATION
C/O STEVE BUCK
Number and street (or P.O. box number if mail is not delivered to street address)1629 PLEASANT PLAINS ROAD
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
ANNAPOLIS, MD21409
A Employer identification number

04-3707013
B Telephone number (see instructions)

(410) 437-8781
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$4,815,166J 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... 53,174 53,174  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 42,057
b Gross sales price for all assets on line 6a 292,781
7 Capital gain net income (from Part IV, line 2)... 42,057
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 -3,965 324  
12 Total. Add lines 1 through 11........ 91,266 95,555  
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 8,850 4,425   0
c Other professional fees (attach schedule).... Click to see attachment 40,921 40,921   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)...        
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 15 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 49,786 45,346   0
25 Contributions, gifts, grants paid....... 250,300 250,300
26 Total expenses and disbursements. Add lines 24 and 25 300,086 45,346   250,300
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -208,820
b Net investment income (if negative, enter -0-) 50,209
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2019)
Form 990-PF (2019)
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............. 61,693 11,382 11,382
2 Savings and temporary cash investments......... 450,112 146,158 146,158
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.......... 0 3,675 3,675
10a Investments—U.S. and state government obligations (attach schedule) 265,567 Click to see attachment474,813 462,907
b Investments—corporate stock (attach schedule)....... 1,547,561 Click to see attachment1,579,807 1,969,723
c Investments—corporate bonds (attach schedule)....... 266,286 Click to see attachment350,765 340,784
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 1,291,775 Click to see attachment1,180,611 1,880,537
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) 3,882,994 3,747,211 4,815,166
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) Click to see attachment10,000 Click to see attachment85,728
23 Total liabilities (add lines 17 through 22)......... 10,000 85,728
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 3,872,994 3,661,483
29 Total net assets or fund balances (see instructions)..... 3,872,994 3,661,483
30 Total liabilities and net assets/fund balances (see instructions). 3,882,994 3,747,211
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
3,872,994
2
Enter amount from Part I, line 27a .....................
2
-208,820
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
3,664,174
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
2,691
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
3,661,483
Form 990-PF (2019)
Form 990-PF (2019)
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 AUTOMATIC DATA PROCESSING INC   2016-07-15 2017-08-01
b SIMON PPTY GRP INC   2016-07-15 2017-08-03
c AMAZON.COM INC   2016-07-15 2017-08-18
d GENERAL ELECTRIC CO   2015-03-25 2017-10-25
e STRYKER CORP   2016-07-15 2017-11-02
DOLLAR GEN CORP NEW COM   2016-07-15 2017-11-02
AUTOMATIC DATA PROCESSING INC   2016-07-15 2017-11-02
MCKESSON CORP   2016-01-01 2017-12-05
CVS HEALTH CORP COM   2016-07-15 2018-01-08
BANK AMER CORP MTN 2.00000% 01/11/2018   2016-01-01 2018-01-11
COMCAST CORP NEW CL A   2016-01-01 2018-01-16
GOLDMAN SACHS GROUP INC MTN 2.37500% 01/22/2018   2013-01-22 2018-01-22
BLACKROCK INC   2016-06-22 2018-01-30
AMAZON.COM INC   2016-01-15 2018-02-02
OMNICOM CAP INC COM STK USD0.15   2015-10-07 2018-02-16
BANK NEW YORK MTN BK ENT 1.35000% 03/06/2018   2013-03-06 2018-03-06
ANADARKO PETE CORP   2016-01-01 2018-05-14
CISCO SYS INC COM   2016-01-01 2018-05-14
ANGEL OAK MULTI STRATEGY INC INSTL   2012-10-24 2018-06-08
ADOBE INC COM   2017-03-09 2018-06-12
AMAZON.COM INC   2015-03-20 2018-06-12
TJX COS INC NEW COM   2016-01-01 2018-06-13
STRYKER CORP   2016-07-15 2018-06-15
AMERICAN EXPRESS CO   2016-01-15 2018-06-22
CAPITAL GAIN DIVIDENDS   2017-07-01 2018-06-30
CONOCOPHILLIPS CO NOTE CALL MAKE WHOLE 2.40   2015-03-25 2018-06-11
(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 4,386   3,599 787
b 10,281   13,043 -2,762
c 4,909   3,715 1,194
d 16,145   19,029 -2,884
e 5,879   4,109 1,770
5,505   5,512 -7
5,693   4,006 1,687
9,463   12,316 -2,853
6,775   9,367 -2,592
25,000   25,000 0
5,964   4,473 1,491
25,000   25,000 0
6,446   4,167 2,279
8,714   4,584 4,130
10,223   6,550 3,673
25,000   24,911 89
13,488   13,467 21
6,465   3,209 3,256
19,970   21,924 -1,954
5,021   2,592 2,429
6,736   1,514 5,222
5,235   4,001 1,234
6,334   1,976 4,358
10,794   7,612 3,182
19,046   292 18,754
24,309   24,756 -447
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       787
b       -2,762
c       1,194
d       -2,884
e       1,770
      -7
      1,687
      -2,853
      -2,592
      0
      1,491
      0
      2,279
      4,130
      3,673
      89
      21
      3,256
      -1,954
      2,429
      5,222
      1,234
      4,358
      3,182
      18,754
      -447
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 42,057
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))
2018 226,000 4,753,935 0.047540
2017 309,909 4,863,792 0.063718
2016 212,500 5,101,780 0.041652
2015      
2014      
2
Total of line 1, column (d) .....................
2
0.152910
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
0.050970
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
4,837,341
5
Multiply line 4 by line 3......................
5
246,559
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
502
7
Add lines 5 and 6........................
7
247,061
8
Enter qualifying distributions from Part XII, line 4,.............
8
250,300
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 (2019)
Form 990-PF (2019)
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 1 502
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........................... 3 502
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- ..... 5 502
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 10,825
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 10,825
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 10,323
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet10,323 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)
    bulletMD
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2019 or the taxable year beginning in 2019? 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 (2019)
    Form 990-PF (2019)
    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 addressbulletN/A
    14
    The books are in care ofbulletSTEVEN BUCK Telephone no.bullet (410) 437-8781

    Located atbullet1629 PLEASANT PLAINS ROADANNAPOLISMD ZIP+4bullet21409
    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 2019, 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 2019?.............
    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 2019, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2019?.............
    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 2019 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 2019.)..................
    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 2019?
    4b
     
    No
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    STEVEN BUCK TRUSTEE
    1.00     		0 0 0
    1629 PLEASANT PLAINS ROAD
    ANNAPOLIS,MD21409
    NANCY FOHRELL TRUSTEE
    1.00     		0 0 0
    1240 TAYLOR AVE
    ARNOLD,MD21012
    MEAGAN HEFFERNAN TRUSTEE
    1.00     		0 0 0
    1908 BLUE WATERS FARM LANE
    PASADENA,MD21122
    DENNIS KLINE TRUSTEE
    1.00     		0 0 0
    6505 HOME WATER WAY 301
    GLEN BURNIE,MD21060
    DARYL SIDLE TRUSTEE
    1.00     		0 0 0
    120 EAST BALTIMORE STREET SUITE
    2100
    BALTIMORE,MD21202
    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 (2019)
    Form 990-PF (2019)
    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  
    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  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    4,666,088
    b
    Average of monthly cash balances.......................
    1b
    244,918
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    4,911,006
    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
    4,911,006
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    73,665
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    4,837,341
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    241,867
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    241,867
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    502
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
    147
    c
    Add lines 2a and 2b............................
    2c
    649
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    241,218
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    241,218
    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
    241,218
    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
    250,300
    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
    250,300
    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
    502
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    249,798
    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 (2019)
    Form 990-PF (2019)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2018     		(c)
    2018     		(d)
    2019
    1 Distributable amount for 2019 from Part XI, line 7 241,218
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2019:
    a From 2014......  
    b From 2015......  
    c From 2016......  
    d From 2017...... 20,117
    e From 2018......  
    fTotal of lines 3a through e........ 20,117
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 250,300
    a Applied to 2018, 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 2019 distributable amount..... 241,218
    e Remaining amount distributed out of corpus 9,082
    5 Excess distributions carryover applied to 2019. 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 29,199
    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 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		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 2014 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		29,199
    10 Analysis of line 9:
    a Excess from 2015....  
    b Excess from 2016....  
    c Excess from 2017.... 20,117
    d Excess from 2018....  
    e Excess from 2019.... 9,082
    Form 990-PF (2019)
    Form 990-PF (2019)
    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 2019, 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) 2019 (b) 2018 (c) 2017 (d) 2016
             
    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).)
    STEVEN BUCK
    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 (2019)
    Form 990-PF (2019)
    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
    HABITAT FOR HUMANITY OF THE CHESAPEAKE
    3741 COMMERCE DRIVE NO 309
    BALTIMORE,MD21227     		  501(C)(3) GENERAL SUPPORT 50,000
    THE UNITED WAY OF CENTRAL MARYLAND INC
    1800 WASHINGTON BLVD SUITE 340
    BALTIMORE,MD21230     		  501(C)(3) GENERAL SUPPORT - FAMILY STABILITY PROGRAM 25,000
    THE UNITED WAY OF CENTRAL MARYLAND INC FBO MARYLAND THERAPEUTIC RIDING
    1800 WASHINGTON BLVD SUITE 340
    BALTIMORE,MD21230     		  501(C)(3) GENERAL SUPPORT 175,000
    HABITAT FOR HUMANITY WESTERN KENTUCKY UNIVERSITY CAMPUS CHAPTER
    1906 COLLEGE HEIGHTS BLVD 51066
    BOWLING GREEN,KY412011066     		  501(C)(3) GENERAL SUPPORT 300
    Total .................................bullet 3a 250,300
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2019)
    Form 990-PF (2019)
    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 53,174  
    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 42,057  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aOTHER PASSTHROUGH INVESTMENT INCOME FROM AMA PRIVATE REAL ESTATE FUND I     		900099   14 2  
    bPASSTHROUGH RENTAL INCOME FROM AMA PRIVATE REAL ESTATE FUND I 900099 5,308 16 -9,597  
    cOTHER PASSTHROUGH INVESTMENT INCOME FROM ACL ALTERNATIVE FUND 900099   14 307  
    dINVESTMENT INCOME 900099   14 15  
    e
    12 Subtotal. Add columns (b), (d), and (e).. 5,308 85,958 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    91,266
    (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 (2019)
    Form 990-PF (2019)
    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 (2019)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2017 AccountingFeesSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 8,850 4,425   0

    TY 2017 InvestmentsCorpBondsSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Name of Bond End of Year Book Value End of Year Fair Market Value
    APPLE INC NOTE 25,025 24,086
    AT&T INC SR NT 24,115 23,684
    BANK NEW YORK MELLON CORP MTN 24,615 23,466
    BLACKROCK INC NOTE 25,779 25,165
    CITIGROUP INC SR NT 24,856 24,681
    COMCAST CORP NEW NOTE 25,380 23,913
    DEERE JOHN CAP CORP MTNS BE 25,400 24,792
    JPMORGAN CHASE & CO NOTE 24,445 23,222
    MORGAN STANLEY MTN 25,070 24,958
    ORACLE CORP NOTE 24,899 23,811
    PFIZER INC SR NT 25,454 24,705
    SHELL INTERNATIONAL FIN BV NOTE 25,178 24,700
    VERIZON COMMUNICATIONS INC 25,390 25,159
    WELLS FARGOCO NEW NOTE 25,159 24,442

    TY 2017 InvestmentsCorpStockSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABBVIE INC COM 125 463
    ADOBE SYS INC 6,210 12,434
    AETNA INC NEW COM 14,772 24,773
    ALLERGAN PLC. COM 26,780 15,505
    ALLIANCE DATA SYS CORP 11,351 9,328
    ALPHABET INC CAP STK CL C 33,500 63,592
    AMAZON.COM INC 13,251 59,493
    AMERICAN TOWER CORPORATION 27,014 32,294
    ANGEL OAK MULTI STRATEGY INC INSTL 257,156 241,429
    APPLE INC 10,703 31,284
    AT MID CAP EQUITY INSTITUTIONAL 233,248 283,150
    AUTOMATIC DATA PROCESSING INC 7,095 20,389
    BLACKROCK INC 11,896 16,468
    BOEING CO 8,598 19,124
    CAPITAL ONE FINANCIAL CORP 12,358 14,336
    CHEVRON CORP NEW COM 15,195 16,057
    CIGNA CORPORATION COM 14,324 16,825
    CISCO SYS INC COM 13,470 26,980
    CITIGROUP INC COM NEW 22,924 26,567
    COLGATE-PALMOLIVE CO 10,286 9,657
    COMCAST CORP NEW CL A 16,925 18,669
    CVS HEALTH CORP COM 15,787 12,098
    DANAHER CORP 19,778 26,841
    DOLLAR GEN CORP NEW COM 9,652 12,522
    DOWDUPONT INC COM 23,618 21,951
    EOG RESOURCES INC 13,475 18,416
    EXPEDIA GROUP INC 20,865 17,307
    EXPRESS SCRIPTS HLDG CO COM 18,675 16,986
    FIDELITY NATIONAL INFORMATION SERVICES 14,142 20,252
    FISERV INC 12,117 21,486
    FORTIVE CORP COM 9,848 15,114
    HOME DEPOT INC COM 16,376 26,534
    HONEYWELL INTL INC 24,812 26,649
    INTERCONTINENTAL EXCHANGE INC COM 20,386 21,697
    JOHNSON & JOHNSON 16,269 25,117
    JPMORGAN CHASE & CO 18,938 31,781
    KINDER MORGAN INC COM USD 0.01 13,675 11,609
    MEDTRONIC PLC 24,836 26,882
    MERCK & CO INC NEW COM 14,076 14,568
    MICROSOFT CORP 15,762 49,305
    NEXTERA ENERGY INC COM 11,020 16,703
    ORACLE CORP COM 15,805 22,250
    PEPSICO INC 13,220 18,072
    PIONEER NATURAL RESOURCES CO 13,926 15,518
    PRAXAIR INC 14,594 18,978
    PRUDENTIAL FINL INC 15,056 17,299
    QUALCOMM INC 20,742 19,137
    STRYKER CORP 4,107 13,340
    THERMO FISHER SCIENTIFIC INC 11,639 17,607
    TJX COS INC NEW COM 9,454 12,754
    TWEEDY BROWNE GLOBAL VALUE FUND 218,438 232,135
    T MOBILE US INC COM 12,582 13,145
    UNION PACIFIC CORP 14,041 19,127
    UNITED TECHNOLOGIES CORP 21,679 26,756
    UNITEDHEALTH GROUP 16,805 33,857
    US BANCORP DEL COM NEW 17,374 19,508
    V F CORP 10,539 11,413
    VISA INC COM 20,615 37,086
    WELLS FARGO & CO NEW 27,903 29,106

    TY 2017 InvestmentsGovtObligationsSch
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    US Government Securities - End of Year Book Value:

    474,813
    US Government Securities - End of Year Fair Market Value:

    462,907
    State & Local Government Securities - End of Year Book Value:


    0
    State & Local Government Securities - End of Year Fair Market Value:


    0


    TY 2017 InvestmentsOtherSchedule2
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    AMA PRIVATE REAL ESTATE FUND I LP AT COST 0 152,602
    ABBEY CAPITAL ACL ALTERNATIVE FUND LTD AT COST 217,180 205,647
    RIVERVIEW GLOBAL MACRO FUND AT COST 200,000 239,769
    SILVER CREEK LOW VOLATILITY AT COST 263,431 257,454
    GREENLIGHT MASTERS OFFSHORE AT COST 500,000 1,013,878
    TOURMALET MATAWIN OFFSHORE FUND LP AT COST 0 11,187

    TY 2017 OtherDecreasesSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Description Amount
    NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS 2,691


    TY 2017 OtherExpensesSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MISCELLANEOUS EXPENSE 15 0   0


    TY 2017 OtherIncomeSchedule2
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER PASSTHROUGH INVESTMENT INCOME FROM AMA PRIVATE REAL ESTATE FUND I 2 2 2
    PASSTHROUGH RENTAL INCOME FROM AMA PRIVATE REAL ESTATE FUND I -4,289   -4,289
    OTHER PASSTHROUGH INVESTMENT INCOME FROM ACL ALTERNATIVE FUND 307 307 307
    INVESTMENT INCOME 15 15 15


    TY 2017 OtherLiabilitiesSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Description Beginning of Year - Book Value End of Year - Book Value
    INVESTMENT IN TOURMALET MATAWIN OFFSHORE FUND LP 10,000 10,000
    INVESTMENT IN AMA PRIVATE REAL ESTATE FUND 0 75,728


    TY 2017 OtherProfessionalFeesSchedule
    Name:
    BLUE WATERS FOUNDATION
     
    C/O STEVE BUCK
    EIN:
    04-3707013
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES 40,921 40,921   0