TY 2018 Form 990PF

- TIN:

Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Go 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 08-01-2018 , and ending 07-31-2019

Name of foundation
BAILEY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)P O BOX 1802
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
PROVIDENCE, RI029011802

A Employer identification number

16-1625656

B Telephone number (see instructions)

(888) 866-3275

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$3,720,715J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	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)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	78,222		77,208
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		32,112
b	Gross sales price for all assets on line 6a 437,258
7	Capital gain net income (from Part IV, line 2)...			32,112
8	Net short-term capital gain.........				0
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	110,334		109,320
13	Compensation of officers, directors, trustees, etc.	42,670		25,602		17,068
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........					0
b	Accounting fees (attach schedule).......		1,250	750	0	500
c	Other professional fees (attach schedule)....					0
17	Interest...............					0
18	Taxes (attach schedule) (see instructions)...		1,525	888		0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......		35			35
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	45,480		27,240	0	17,603
25	Contributions, gifts, grants paid.......	150,000				150,000
26	Total expenses and disbursements. Add lines 24 and 25	195,480		27,240	0	167,603
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-85,146
b	Net investment income (if negative, enter -0-)			82,080
c	Adjusted net income (if negative, enter -0-)...				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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	85,470	148,025	148,025
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts 0
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)		98,660	99,696
	b	Investments—corporate stock (attach schedule).......	1,939,253	1,911,326	3,016,350
	c	Investments—corporate bonds (attach schedule).......	649,329	449,082	456,655
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........			0
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	2,674,052	2,607,093	3,720,726
	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 )
	23	Total liabilities (add lines 17 through 22).........		0
		Foundations that follow SFAS 117, check here
		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
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds........	2,674,052	2,607,093
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see instructions).....	2,674,052	2,607,093
	31	Total liabilities and net assets/fund balances (see instructions).	2,674,052	2,607,093

Part III

Analysis of Changes in Net Assets or Fund Balances

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) ...............

2,674,052

Enter amount from Part I, line 27a .....................

-85,146

Other increases not included in line 2 (itemize) bullet

20,905

Add lines 1, 2, and 3 ..........................

2,609,811

Decreases not included in line 2 (itemize) bullet

2,718

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .

2,607,093

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	5000. ARBITRAGE FUND CL I		2015-10-14	2018-09-17
b	50000. BANK NEW YORK INC UNSECD MEDIUM TERM SR NT		2013-08-08	2018-08-01
c	50000. BARCLAYS BK PLC SR UNSECD NT UNITED KINGDOM		2014-05-19	2019-02-20
d	50000. CITIGROUP INC SR UNSECD NT		2018-08-01	2019-06-07
e	141. CORTEVA INC COM		2013-07-19	2019-06-06
	.667 CORTEVA INC COM		2013-07-19	2019-07-12
	.846 DISNEY WALT CO		2013-07-19	2019-06-28
	.667 DOW INC COM		2013-07-19	2019-05-09
	.667 DUPONT DE NEMOURS INC COM		2013-07-19	2019-07-12
	2.5 GARRETT MOTION INC COM		2006-08-14	2018-11-29
	7.5 GARRETT MOTION INC COM		2009-01-06	2018-11-29
	10. GARRETT MOTION INC COM		2008-10-13	2018-11-29
	50000. INTERNATIONAL BUSINESS MACHS CORP SR UNSECD NT		2013-07-09	2019-05-15
	150. KRAFT HEINZ CORP COM		2013-02-04	2019-06-05
	4.167 RESIDEO TECHNOLOGIES INC COM		2006-08-14	2018-12-18
	12.5 RESIDEO TECHNOLOGIES INC COM		2009-01-06	2018-12-18
	16.333 RESIDEO TECHNOLOGIES INC COM		2008-10-13	2018-12-18
	.334 RESIDEO TECHNOLOGIES INC COM		2008-10-13	2018-12-27
	50000. TOYOTA MTR CR CORP SR UNSECD MTN		2017-01-03	2019-07-18
	78.955 TWENTY-FIRST CENTY FOX INC CL A		2013-07-19	2019-03-19
	30000. UNITED STATES TREAS NT DTD 06/30/17 1.250% DUE 06/30/19		2018-10-01	2019-06-30
	1000. WELLS FARGO & CO NEW PFD DEP SHS SER J		2015-07-27	2018-09-17
	.673 MARVELL TECHNOLOGY GROUP LTD COM		2018-07-06	2018-09-12
	924. MARVELL TECHNOLOGY GROUP LTD COM		2018-07-06	2018-09-28
	CAPITAL GAIN DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	65,600	65,000	600
b	50,000	50,036	-36
c	50,000	50,000
d	50,000	49,722	278
e	3,793	2,513	1,280
	18	12	6
	118	57	61
	35	23	12
	47	34	13
	29	10	19
	86	29	57
	115	35	80
	50,000	49,262	738
	4,278	6,629	-2,351
	94	27	67
	283	77	206
	370	91	279
	7	2	5
	50,000	50,000
	4,077	2,419	1,658
	30,000	29,719	281
	25,000	28,341	-3,341
	13	14	-1
	17,673	19,797	-2,124
			35,622

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			600
b			-36
c
d			278
e			1,280
			6
			61
			12
			13
			19
			57
			80
			738
			-2,351
			67
			206
			279
			5

			1,658
			281
			-3,341
			-1
			-2,124

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	32,112
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 ...................		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? Yes No

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	208,037	3,705,864	0.056137
2016	166,940	3,469,363	0.048118
2015	170,939	3,320,491	0.05148
2014	166,636	3,482,067	0.047855
2013	166,967	3,443,503	0.048488

Total of line 1, column (d) .....................

0.252078

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 ......

0.050416

Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......

3,602,532

Multiply line 4 by line 3......................

181,625

Enter 1% of net investment income (1% of Part I, line 27b)...........

821

Add lines 5 and 6........................

182,446

Enter qualifying distributions from Part XII, line 4,.............

167,603

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)

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 and enter “N/A" on line 1.
	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	1,642
	hereand 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	1,642
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	1,642
6	Credits/Payments:

a	2018 estimated tax payments and 2017 overpayment credited to 2018	6a	776
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

7	Total credits and payments. Add lines 6a through 6d..............		7	776
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.......		9	866
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2019 estimated tax0	Refunded	11	0

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions

for definition).................................

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.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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?................

Yes

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..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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 .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

Form 990-PF (2018)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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 .............

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.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

BANK OF AMERICA Telephone no. bullet

(888) 866-3275

Located at bullet

PO BOX 1802PROVIDENCERI ZIP+4 bullet

029011802

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

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

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?......................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?...............YesNo

(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.).......YesNo

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 ........

Organizations relying on a current notice regarding disaster assistance check here........ bullet

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?.............

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)):

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?.............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?......................YesNo

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.)..................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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?

Form 990-PF (2018)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?.............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions................YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?.....YesNo

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 ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?..........YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?.....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

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? .................YesNo

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
BANK OF AMERICA	TRUSTEE 1	42,670
100 FEDERAL STREET BOSTON,MA02110	TRUSTEE 1	42,670

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...................				0

Form 990-PF (2018)

Page 7

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

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......................... bullet

Form 990-PF (2018)

Page 8

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

3,573,507

Average of monthly cash balances.......................

83,886

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

3,657,393

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

3,657,393

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

54,861

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

3,602,532

Minimum investment return. Enter 5% of line 5..................

180,127

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.)

Minimum investment return from Part X, line 6....................

180,127

Tax on investment income for 2018 from Part VI, line 5......

1,642

Income tax for 2018. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

1,642

Distributable amount before adjustments. Subtract line 2c from line 1............

178,485

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

178,485

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

178,485

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

167,603

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

167,603

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.................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

167,603

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)

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					178,485
2 Undistributed income, if any, as of the end of 2018:
a Enter amount for 2017 only.......				127,485
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2018:
a From 2013......	0
b From 2014......	0
c From 2015......	0
d From 2016......	0
e From 2017......	0
fTotal of lines 3a through e........		0
4Qualifying distributions for 2018 from Part
XII, line 4: $ 167,603
a Applied to 2017, but not more than line 2a				127,485
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.....					40,118
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2018.		0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		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 ..........					138,367
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....	0
b Excess from 2015....	0
c Excess from 2016....	0
d Excess from 2017....	0
e Excess from 2018....	0

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 section4942(j)(3) or4942(j)(5)

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	(e) Total

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

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)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SEE ATTACHED STATEMENT PO BOX 1802 PROVIDENCE,RI02901	N/A	PC	UNRESTRICTED GENERAL	150,000
Total ................................. 3a				150,000

bApproved for future payment

Total ................................. 3b

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	(e) Related or exempt function income (See instructions.)
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	78,222
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	32,112
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				110,334

13Total. Add line 12, columns (b), (d), and (e)..................

110,334

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	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)

Page 13

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

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

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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? ...........Yes No

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2018)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2018 AccountingFeesSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION FEE - BOA	1,250	750		500

- TIN:

TY 2018 GeneralExplanationAttachment

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Identifier	Return Reference	Explanation
FEDERAL FOOTNOTE	PART VIII LIST OF OFFICERS AND DIRECTORS	THE COMPENSATION SHOWN ON THE RETURN THAT IS PAID TO BANK OF AMERICA, N.A. AS CORPORATE TRUSTEE IS NOT CALCULATED BASED UPON AN HOURLY RATE FOR THE TIME SPENT BY THE TRUSTEE; RATHER, BANK OF AMERICA'S COMPENSATION AS CORPORATE TRUSTEE IS CALCULATED USING A MARKET VALUE FEE SCHEDULE. THE TRUST OFFICER'S TIME SPENT PERFORMING ADMINISTRATIVE RESPONSIBILITIES FOR THIS FOUNDATION AVERAGES ONE HOUR PER WEEK. IN ADDITION, TIME IS SPENT BY OTHER STAFF MEMBERS FOR RECORDKEEPING, INVESTMENT MANAGEMENT, INCOME COLLECTION, RENDERING STATEMENTS AND ACCOUNTINGS, REGULATORY REPORTING, REGULATORY COMPLIANCE, AND TAX SERVICES.

- TIN:

TY 2018 InvestmentsCorpBondsSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Name of Bond	End of Year Book Value	End of Year Fair Market Value
00206RBF8 AT&T INC SR UNSECD N
010392FH6 ALABAMA PWR CO UNSEC
0258M0DE6 AMERICAN EXPRESS CR
36962G6R0 GENERAL ELEC CAP COR
459200HE4 INTERNATIONAL BUSINE
46625HJA9 JPMORGAN CHASE & CO
713448BR8 PEPSICO INC SR UNSEC	50,210	50,526
904764AN7 UNILEVER CAP CORP UN
927804FM1 VIRGINIA ELEC & PWR
06406HCL1 BANK NEW YORK INC UN
084664BT7 BERKSHIRE HATHAWAY F	49,897	51,198
14912L5E7 CATERPILLAR FINL SVC
191216BG4 COCA COLA CO SR INSE	50,197	50,174
19416QDX5 COLGATE-PALMOLIVE CO
202795HX1 COMMONWEALTH EDISON
24422ERY7 DEERE JOHN CAP CORP
25468PCV6 DISNEY WALT CO NEW S
260543CF8 DOW CHEM CO SR UNSEC	50,632	51,630
58933YAG0 MERCK & CO INC NEW S
92343VBF0 VERIZON COMMUNICATIO
94974BFL9 WELLS FARGO & CO NEW
693475AL9 PNC FINL SVCS GROUP	48,768	50,638
06739FHT1 BARCLAYS BK PLC SR U
38141GRD8 GOLDMAN SACHS GROUP	49,981	51,742
064159FL5 BANK NOVA SCOTIA B C	49,758	50,486
89236TBP9 TOYOTA MTR CR CORP S
91324PCL4 UNITEDHEALTH GROUP I
46625HLW8 JPMORGAN CHASE & CO	50,187	50,143
94974BGM6 WELLS FARGO & CO NEW	49,452	50,118

- TIN:

TY 2018 InvestmentsCorpStockSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Name of Stock	End of Year Book Value	End of Year Fair Market Value
464287234 ISHARES MSCI EMERGIN
464287804 ISHARES CORE S&P SMA	85,522	158,420
78440X101 SL GREEN RLTY CORP C
828806109 SIMON PPTY GROUP INC
032511107 ANADARKO PETE CORP C	15,958	12,891
166764100 CHEVRON CORP COM	22,061	21,544
30231G102 EXXON MOBIL CORP COM	26,582	26,026
637071101 NATIONAL OILWELL VAR
674599105 OCCIDENTAL PETE CORP	7,941	7,704
806857108 SCHLUMBERGER LTD COM	15,341	7,994
009158106 AIR PRODS & CHEMS IN	6,016	17,120
260543103 DOW CHEM CO COM
61166W101 MONSANTO CO NEW COM
149123101 CATERPILLAR INC COM	12,284	16,459
167250109 CHICAGO BRDG & IRON
235851102 DANAHER CORP DEL COM	10,503	28,100
244199105 DEERE & CO COM	16,324	28,989
31428X106 FEDEX CORP COM	16,195	25,580
369550108 GENERAL DYNAMICS COR	16,813	37,188
369604103 GENERAL ELEC CO COM
438516106 HONEYWELL INTL INC C	6,552	34,492
023135106 AMAZON COM INC COM	15,243	93,339
20030N101 COMCAST CORP NEW CL	18,791	36,695
254687106 DISNEY WALT CO COM D	26,345	57,061
437076102 HOME DEPOT INC COM	16,007	42,738
580135101 MCDONALDS CORP COM	14,223	31,608
855244109 STARBUCKS CORP COM	15,451	42,611
87612E106 TARGET CORP COM	10,664	15,120
90130A101 TWENTY-FIRST CENTY F
073730103 BEAM INC COM
22160K105 COSTCO WHSL CORP NEW	14,686	34,454
50076Q106 KRAFT FOODS GROUP IN
609207105 MONDELEZ INTL INC CO	2,056	4,012
713448108 PEPSICO INC COM	9,523	22,367
718172109 PHILIP MORRIS INTL I	6,056	14,632
742718109 PROCTER & GAMBLE CO	17,182	35,412
966837106 WHOLE FOODS MKT INC
002824100 ABBOTT LABS COM	11,603	28,308
00287Y109 ABBVIE INC COM	13,447	19,986
031162100 AMGEN INC COM	8,355	14,553
075887109 BECTON DICKINSON & C	17,095	50,560
375558103 GILEAD SCIENCES INC	4,508	4,914
478160104 JOHNSON & JOHNSON CO	13,597	29,300
58155Q103 MCKESSON CORP COM	14,829	17,369
717081103 PFIZER INC COM	10,871	14,565
91324P102 UNITEDHEALTH GROUP I	16,048	56,027
025816109 AMERICAN EXPRESS CO	18,547	31,093
054937107 BB&T CORP COM	11,295	16,747
084670702 BERKSHIRE HATHAWAY I	23,689	41,086
09247X101 BLACKROCK INC CL A	9,412	23,384
172967424 CITIGROUP INC NEW CO	18,355	24,906
38141G104 GOLDMAN SACHS GROUP	16,454	22,013
46625H100 J P MORGAN CHASE & C	26,598	55,100
59156R108 METLIFE INC COM	16,368	18,533
949746101 WELLS FARGO & CO NEW	12,151	16,944
037833100 APPLE INC COM	47,152	149,128
111320107 BROADCOM CORP CL A
278642103 EBAY INC COM	4,668	9,268
38259P508 GOOGLE INC CL A COM
459200101 INTERNATIONAL BUSINE	8,924	14,824
68389X105 ORACLE CORP COM	18,224	32,373
747525103 QUALCOMM INC COM
79466L302 SALESFORCE COM INC C
92826C839 VISA INC CL A COM	15,741	71,200
00206R102 AT&T INC COM	12,469	11,918
14964U108 CAVIUM INC COM
92343V104 VERIZON COMMUNICATIO	13,751	15,199
29364G103 ENTERGY CORP NEW COM
842587107 SOUTHERN CO COM
197199409 COLUMBIA ACORN FUND
197199805 COLUMBIA ACORN USA F
197199854 COLUMBIA ACORN SELEC
197199813 COLUMBIA ACORN INTER
268461779 EGSHARES EMERGING MA
78463X863 SPDR DJ WILSHIRE INT
922908553 VANGUARD REAL ESTATE	155,059	177,780
38259P706 GOOGLE INC COM CL C
030420103 AMERICAN WTR WKS CO	23,151	57,390
722005626 PIMCO ALL ASSET FUND
949746879 WELLS FARGO & CO NEW
007924608 AEGON N V NON CUM SU
500754106 KRAFT HEINZ CORP COM
70450Y103 PAYPAL HOLDINGS INC
47103C795 JANUS ENTERPRISE FUN	94,000	150,055
47803W406 JOHN HANCOCK FDS III	94,000	101,199
74925K581 BOSTON PARTNERS LONG	100,000	99,426
06828M801 BARON REAL ESTATE FU
245914817 DELAWARE EMERGING MK
68380L407 OPPENHEIMER INTL GRO
233331602 DTE ENERGY CO PFD JR
902973833 US BANCORP DEL PFD D	28,880	27,020
233051200 DB X-TRACKERS MSCI E
34959J108 FORTIVE CORP COM	3,268	7,605
Y09827109 BROADCOM LTD COM
02079K107 ALPHABET INC CL C CO	11,113	30,417
02079K305 ALPHABET INC CL A CO	11,179	30,455
816851109 SEMPRA ENERGY COM	25,357	33,858
00203H859 AQR MANAGED FUTURES
03875R205 ARBITRAGE FUND CL I
904504842 UNDISCOVERED MANAGER	125,000	136,667
552981854 MFS INTERNATIONAL NE	34,591	40,942
19762B509 COLUMBIA EMERGING MK
77956H864 ROWE T PRICE EMERGIN
26078J100 DOWDUPONT INC COM
G5876H105 MARVELL TECHNOLOGY G
11135F101 BROADCOM INC COM	16,081	63,218
68380L605 OPPENHEIMER INT GROW
77956H484 T ROWE PRICE EMERGIN	125,000	145,486
260557103 DOW INC COM	4,907	6,830
26614N102 DUPONT DE NEMOURS IN	7,200	10,175
35137L105 FOX CORP CL A COM	4,077	3,732
09260B382 BLACKROCK STRATEGIC	74,993	76,543
00900W621 INVESCO OPPENHEIMER	165,000	175,698

- TIN:

TY 2018 InvestmentsGovtObligationsSch

Name:

BAILEY FOUNDATION

EIN:

16-1625656

US Government Securities - End of Year Book Value:

98,660

US Government Securities - End of Year Fair Market Value:

99,696

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

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

- TIN:

TY 2018 OtherDecreasesSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Description	Amount
ROUNDING	5
COST BASIS ADJUSTMENT	1,704
SECURITIES ADJUSTMENT	738
MISC ADJUSTMENT	271

- TIN:

TY 2018 OtherExpensesSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
STATE FILING FEE	35	0		35

- TIN:

TY 2018 OtherIncreasesSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Description	Amount
YE SALES ADJUSTMENT	20,905

- TIN:

TY 2018 TaxesSchedule

Name:

BAILEY FOUNDATION

EIN:

16-1625656

Category	Amount	Net Investment Income
EXCISE TAX ESTIMATES	637	0
FOREIGN TAXES ON QUALIFIED FOR	886	886
FOREIGN TAXES ON NONQUALIFIED	2	2