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
Bainum Family Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)7735 Old Georgetown Road No 1000
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Bethesda, MD20814
A Employer identification number

23-7000192
B Telephone number (see instructions)

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

D 1. 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$604,994,484J 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) 4,304,217
2 Check bullet.............
3 Interest on savings and temporary cash investments 1,528,912 1,528,912 1,528,912
4 Dividends and interest from securities... 7,778,970 7,727,342 7,727,342
5a Gross rents............ 1,528,594 1,528,594 1,528,594
b Net rental income or (loss) 1,528,594
6a Net gain or (loss) from sale of assets not on line 10 15,378,896
b Gross sales price for all assets on line 6a 68,861,421
7 Capital gain net income (from Part IV, line 2)... 15,888,531
8 Net short-term capital gain......... 975,558
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 604,971 496,439 496,439
12 Total. Add lines 1 through 11........ 31,124,560 27,169,818 12,256,845
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 1,057,423 210,276 210,276 826,087
14 Other employee salaries and wages...... 4,174,120 166,364 166,364 4,012,557
15 Pension plans, employee benefits....... 1,180,967 43,008 43,008 1,097,543
16a Legal fees (attach schedule)......... Click to see attachment 184,962 0 0 169,606
b Accounting fees (attach schedule)....... Click to see attachment 111,186 0 0 108,382
c Other professional fees (attach schedule).... Click to see attachment 9,568,369 1,990,030 1,990,030 6,630,220
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 1,358,392 60,734 60,734 500,887
19 Depreciation (attach schedule) and depletion... 262,983 0 0
20 Occupancy.............. 228,311 0 0 228,311
21 Travel, conferences, and meetings....... 332,868 2,049 2,049 298,556
22 Printing and publications.......... 19,911 0 0 17,813
23 Other expenses (attach schedule)....... Click to see attachment 8,036,253 220,302 220,302 1,451,291
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 26,515,745 2,692,763 2,692,763 15,341,253
25 Contributions, gifts, grants paid....... 1,105,646 1,923,218
26 Total expenses and disbursements. Add lines 24 and 25 27,621,391 2,692,763 2,692,763 17,264,471
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 3,503,169
b Net investment income (if negative, enter -0-) 24,477,055
c Adjusted net income (if negative, enter -0-)... 9,564,082
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............. 3,052,729 802,094 802,094
2 Savings and temporary cash investments......... 24,273,053 18,396,553 18,396,553
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions)..... 42,009,969 Click to see attachment42,009,969 42,009,969
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 768,886 635,157 635,157
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 175,978,868 Click to see attachment163,809,040 163,809,040
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 292,688,426 Click to see attachment339,103,670 339,103,670
14 Land, buildings, and equipment: basis bullet10,753,021
Less: accumulated depreciation (attach schedule) bullet1,348,150 9,818,500 Click to see attachment9,404,871 9,404,871
15 Other assets (describe bullet) Click to see attachment20,815,529 Click to see attachment30,833,130 Click to see attachment30,833,130
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 569,405,960 604,994,484 604,994,484
Liabilities 17 Accounts payable and accrued expenses.......... 1,116,351 2,093,308
18 Grants payable................. 817,573  
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 attachment1,375,800 Click to see attachment2,094,731
23 Total liabilities (add lines 17 through 22)......... 3,309,724 4,188,039
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........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 566,096,236 600,806,445
30 Total liabilities and net assets/fund balances (see instructions). 569,405,960 604,994,484
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
566,096,236
2
Enter amount from Part I, line 27a .....................
2
3,503,169
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
31,857,816
4
Add lines 1, 2, and 3 ..........................
4
601,457,221
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
650,776
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
600,806,445
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 Publicly Traded Securities-Chevy Chase      
b Publicly Traded Securities-Chevy Chase      
c Publicly Traded Securities-Vanguard Mutual Funds      
d Publicly Traded Securities-Vanguard Mutual Funds      
e Publicly Traded Securities-Fixed Income Funds      
Publicly Traded Securities-Fixed Income Funds      
Publicly Traded Securities-Corporate Preferreds      
Emerging Market Assets P    
Opportunistic P    
GMO Distributions P    
GMO Distributions P    
Kalorama P    
Other LT P    
Choice Int'l Common Shares (CHH) D    
Sailing Stone K-1 P    
Sailing Stone K-1 P    
Silver Point K-1 P    
Silver Point K-1 P    
Wellington Trust K-1 P    
Wellington Trust K-1 P    
Adams Fund K-1 P    
Adams Fund K-1 P    
GT Oppor. Fund Series 2016 K-1 P    
GT Oppor. Fund Series 2017 K-1 P    
Atalaya K-1 P    
Silver Point K-1- UBI P    
Silver Point K-1- UBI P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 1,115,041   1,055,395 59,646
b 4,251,272   2,743,625 1,507,647
c 1,544,984   1,499,593 45,391
d 31,136,644   24,840,273 6,296,371
e 932,322   934,218 -1,896
13,466,189   13,521,903 -55,714
6,500,000   6,592,500 -92,500
170,089   168,375 1,714
276,496   272,609 3,887
195,473     195,473
1,104,948     1,104,948
337,456     337,456
92   188 -96
7,814,052   4,650,750 3,163,302
      67,200
      184,476
      4,244
      5,494
      275,244
      836,557
      365,302
      1,625,002
      2,100
      30
      -42,747
7,131   7,131 0
9,232   9,232 0
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       59,646
b       1,507,647
c       45,391
d       6,296,371
e       -1,896
      -55,714
      -92,500
      1,714
      3,887
      195,473
      1,104,948
      337,456
      -96
      3,163,302
      67,200
      184,476
      4,244
      5,494
      275,244
      836,557
      365,302
      1,625,002
      2,100
      30
      -42,747
      0
      0
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 15,888,531
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 3 975,558
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 20,819,267 510,616,116 0.040773
2017 20,277,216 426,171,893 0.047580
2016 17,979,265 255,689,731 0.070317
2015 19,608,282 225,884,753 0.086807
2014 15,853,223 202,742,739 0.078194
2
Total of line 1, column (d) .....................
2
0.323671
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
0.064734
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
570,030,559
5
Multiply line 4 by line 3......................
5
36,900,358
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
244,771
7
Add lines 5 and 6........................
7
37,145,129
8
Enter qualifying distributions from Part XII, line 4,.............
8
22,842,574
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 1 489,541
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........................... 3 489,541
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- ..... 5 489,541
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 656,238
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.............. 7 656,238
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 707
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 10 165,990
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet165,990 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
Yes
 
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletDC, MD, VA
    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
    Yes
     
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (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 addressbulletwww.bainumfdn.org
    14
    The books are in care ofbulletThe Foundation Telephone no.bullet (240) 450-0000

    Located atbullet7735 Old Georgetown Road Ste 1000BethesdaMD ZIP+4bullet20814
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —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? .................
    16Yes  
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bulletCJ, CA, VQ, BD
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 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
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 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
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    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
    Barbara Bainum Chair/CEO/President
    40.00     		381,146 74,255 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Mark R Birmingham CFO/CIO/TREASURER
    40.00     		420,553 96,867 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Rozita La Gorce Green Vice President/CSO
    40.00     		255,724 53,360 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Alexander Froom Director
    2.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Charles A Ledsinger Director
    2.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Joan Lombardi Director
    1.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Scott Renschler Director
    1.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Kenny Emson Director
    2.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Tammy Mann Director
    1.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Maura Marino Director
    1.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Roberto Rodriguez Director
    1.00     		0 0 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    David Daniels VP of Oper.& Org.Eff
    40.00     		201,468 34,392 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Angela Deeds Sr. Dir. of Finance
    40.00     		195,790 26,097 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Noel Bravo Sr. Dir. of Program
    40.00     		166,100 30,776 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Ann Egan Sr. Dir. of Communic
    40.00     		157,165 27,228 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Leila Otis Sr. Dir. of Program
    40.00     		158,936 17,712 0
    7735 Old Georgetown Road
    Bethesda,MD20814
    Total number of other employees paid over $50,000...................bullet 51
    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
    United Planning Organization Professional fees 455,949
    301 Rhode Island Avenue NW
    Washington,DC20001
    National Children's Center Inc Professional fees 363,258
    8757 Georgia Avenue Suite 700
    Silver Spring,MD20910
    New Schools Venture Fund Professional fees 300,000
    1970 Broadway Suite 350
    Oakland,CA94612
    Reinvestment Fund Professional fees 250,262
    1700 Market Street Suite 1900
    Philadelphia,PA19103
    Community of Hope Inc Professional fees 240,000
    4 Atlantic Street NW
    Washington,DC20032
    Total number of others receiving over $50,000 for professional services.............bullet31
    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 In the D.C. Wards 7 and 8 Initiative, the Foundation provides technical assistance to build the capacity of early childhood service providers, parents and other stakeholders in the fields of practice, policy and research. This work is focused on enhancing developmental opportunities for infants, toddlers and their families in the District of Columbia's Wards 7 and 8. For school-aged children, this initiative provides technical assistance to enhance wrap-around services (e.g., mental health resources and school infrastructure) in Wards 7 and 8. Finally, this initiative builds the body of knowledge in the child development field in order to increase the use of evidence-based practices and data by parents, service providers and other stakeholders who support children. 15,581,134
    2 Through direct operations and partnerships, the Food Security Initiative works to improve healthy food access for low-income families in the District and strengthen the local food system. The Food Security Initiative, which includes operations at a 263-acre farm in Middleburg, Virginia, and investments in the District, aims to achieve impact in four key areas: sustainable agriculture, nutrition education, food-related workforce development and local food distribution pathways. 1,551,565
    3 The Seventh-day Adventist Initiative involves partnerships with faith-based schools and organizations in the areas of early learning, wrap-around support, knowledge building and infrastructure to expand the availability of high-quality faith-based learning environments for infants, toddlers, and children. The SDA Initiative helps schools with organizational effectiveness, educator capacity building, wrap-around supports such as tuition assistance and building and renovation projects. 4,551,775
    4 The Family Philanthropy Initiative oversees grants to not-for-profit organizations through its Family Fund, the Global Education Fund, generational giving and a staff matching gifts program. 1,824,228
    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 Purchase a facility for conversion to an early learning center in Silver Spring, Maryland. 5,000,000
    2 4P Foods: Expand food distribution services to Wards 7 and 8 and improve local food distribution system capacity in DC region. 500,000
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet5,500,000
    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
    310,178,293
    b
    Average of monthly cash balances.......................
    1b
    7,745,153
    c
    Fair market value of all other assets (see instructions)................
    1c
    260,787,781
    d
    Total (add lines 1a, b, and c).........................
    1d
    578,711,227
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) Click to see attachment.............
    1e
    10,692,058
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    578,711,227
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    8,680,668
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    570,030,559
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    28,501,528
    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
     
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
     
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
     
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
     
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
     
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
     
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    17,264,471
    b
    Program-related investments—total from Part IX-B..................
    1b
    5,500,000
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    78,103
    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
    22,842,574
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    22,842,574
    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  
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2019:
    a From 2014......  
    b From 2015......  
    c From 2016......  
    d From 2017......  
    e From 2018......  
    fTotal of lines 3a through e........  
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$  
    a Applied to 2018, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		 
    d Applied to 2019 distributable amount.....  
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2019.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		 
    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) .......     		 
    8 Excess distributions carryover from 2014 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2015....  
    b Excess from 2016....  
    c Excess from 2017....  
    d Excess from 2018....  
    e Excess from 2019....  
    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
    9,564,082 9,816,847 10,330,454 5,366,198 35,077,581
    b 85% of line 2a ......... 8,129,470 8,344,320 8,780,886 4,561,268 29,815,944
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		22,842,574 20,819,267 20,277,216 17,979,265 81,918,322
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		1,923,218 1,971,639 1,074,123 3,471,478 8,440,458
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		20,919,356 18,847,628 19,203,093 14,507,787 73,477,864
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......         0
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		         0
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		19,001,019 17,020,537 14,205,730 8,522,991 58,750,277
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		        0
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		        0
    (3) Largest amount of support
    from an exempt organization    		         0
    (4) Gross investment income         0
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (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
    Allegheny East Conference
    767 Douglass Dr
    Boyertown,PA19512     		None PC Baltimore Junior Academy Renovation 71,815
    American Civil Liberties Union Foundation Inc
    125 Broad Street
    New York,NY20004     		None PC General Operating/Mission 50
    American Foundation for Suicide Prevention
    120 Wall Street 29th Floor
    New York,NY10005     		None PC General Support Judi Stevenson-Garcia Fundraiser 25
    Beltsville Adventist School
    4230 Ammendale Road
    Beltsville,MD20705     		None PC Construction Project 37,677
    Capital Area Food Bank
    4900 Puerto Rico Avenue NE
    Washington,DC20017     		None PC General Operating/Mission 100
    Capital Area Food Bank
    4900 Puerto Rico Avenue NE
    Washington,DC20017     		None PC General Operating/Mission 75
    Center on Budget and Policy Priorities
    820 1st Street NE Suite 510
    Washington,DC20002     		None PC General Operating/Mission 103
    Community Animal Rescue Effort
    PO Box 1964
    Evanston,IL60204     		None PC Diane Moe's First Giving page 25
    Community Resources for Children
    3299 Claremonth Way Suite 1
    Napa,CA94558     		None PC Quality Early Learning Starting Points 28,000
    Compass Family Service
    49 Powell Street 3rd Floor
    San Francisco,CA94102     		None PC Compass Clinical Services 55,000
    Cool Effect
    919 Sir Francis Drake Boulevard
    Suite 201
    Kentfield,CA94904     		None PC Native American Methane Capture 26
    DonorschooseOrg
    134 W 37th Street 11th Floor
    New York,NY10018     		None PC General Operating/Mission 100
    Dumbarton Concerts Inc
    3133 Dumbarton Street NW
    Washington,DC20007     		None PC Inner City - Inner Child 35,000
    El Nido Family Centers
    440 Shatto Place Suite 417
    Los Angeles,CA90020     		None PC General Operating/Mission 52,000
    Ellicott City Partnership
    PO Box 92
    Ellicott City,MD21041     		None PC Flood Relief 100
    Ellicott City Partnership
    PO Box 92
    Ellicott City,MD21041     		None PC Flood Relief 200
    Firelight Foundation
    740 Front Street Suite 380
    Santa Cruz,CA95060     		None PC Cultivating Early Childhood Development in Malawi 105,000
    Florida Keys Healthy Start Coalition
    PO Box 6166
    Key West,FL33041     		None PC General Operating/Mission 80,000
    Free Minds Book Club
    2201 P Street NW
    Washington,DC20037     		None PC General Operating/Mission 26
    Georgia-Cumberland Academy
    397 Academy Drive SW
    Calhoun,GA30701     		None PC Support Construction Projects 705,336
    Global Fund for Children
    1101 14th Street NW Suite 420
    Washington,DC20005     		None PC Early Childhood Development 300,000
    Grassroot Soccer Inc
    PO Box 712
    Norwich,VT05055     		None PC General Operating/Mission 110
    Homeless Prenatal Program Inc
    2500 18th Street
    San Francisco,CA94110     		None PC General Operating/Mission 50,000
    House of Ruth
    5 Thomas Circle NW
    Washington,DC20005     		None PC General Operating/Mission 75
    House of Ruth Maryland Inc
    2201 Argonne Drive
    Baltimore,MD21218     		None PC Domestic Violence Awareness Month 100
    International Rescue Committee Inc
    122 East 42nd Street 12th Floor
    New York,NY10168     		None PC Pre-school Healing Classroom 100,000
    International Rescue Committee Inc
    122 East 42nd Street 12th Floor
    New York,NY10168     		None PC General Operating/Mission 50
    Iowa State University Foundation
    2505 University Boulevard
    Ames,IA50010     		None PC General Operating/Mission 100
    Lighthouse Central Florida
    215 E New Hampshire Street
    Orlando,FL32804     		None PC Early Intervention 50,000
    Maret School
    3000 Cathedral Avenue NW
    Washington,DC20008     		None PC General Operating/Mission 75
    Martha's Table
    2114 14th Street NW
    Washington,DC20009     		None PC General Operating/Mission 75
    Masonic Foundation of DC
    5248 MacArthur Boulevard NW
    Washington,DC20016     		None PC Disaster Relief for Guatemala 20
    Metropolitan Organization to Counter Sexual Assault
    3100 Broadway Suite 400
    Kansas City,MO64111     		None PC General Operating/Mission 100
    National Resources Defense Council Inc
    40 W 20th Street
    New York,NY10011     		None PC General Operating/Mission 55
    Nature Conservancy Inc
    4245 N Fairfax Drive Suite 100
    Arlington,VA22203     		None PC Carbon Offset 15
    OneAmerica
    1225 S Weller Street Suite 430
    Seattle,WA98144     		None PC Expanding Bilingualism and Dual Language in Early Learning 20,000
    Open Arms Perinatal Services
    2524 16th Avenue South Suite 207A
    Seattle,WA98144     		None PC General Operating/Mission 30,000
    Operation Breakthrough Inc
    3039 Troost Avenue
    Kansas City,MO64109     		None PC General Operating/Mission 100
    Orphan Foundation of America
    21351 Gentry Drive Suite 130
    Sterling,VA20166     		None PC General Operating/Mission 100
    Para Los Ninos
    5000 Hollywood Boulevard
    Los Angeles,CA90027     		None PC Early Education Teacher/Coach Mentoring Program 25,000
    Plan International USA
    155 Plan Way
    Warwick,RI02886     		None PC General Operating/Mission 75
    Planned Parenthood Federation of America
    434 West 33rd Street
    New York,NY10001     		None PC General Operating/Mission 75
    Planned Parenthood of Metropolitan Washington DC
    PO Box 34128
    Washington,DC20043     		None PC General Operating/Mission 100
    ProPublica Inc
    155 Avenue of the Americas 13th Fl
    New York,NY10013     		None PC General Operating/Mission 40
    Providence Student Union
    74 Westminster Street
    Providence,RI02903     		None PC General Operating/Mission 120
    Rainbow Place Shelter for Homeless Women Inc
    215 W Montgomery Avenue
    Rockville,MD20850     		None PC General Operating/Mission 100
    Rape Abuse and Incest National Network
    1220 L Street NW Suite 505
    Washington,DC20005     		None PC General Operating/Mission 50
    Rockville Music Theatre
    PO Box 1248
    Rockville,MD20849     		None PC General Operating/Mission 25
    Sandy Spring Museum Inc
    17901 Bentley Road
    Sandy Spring,MD20860     		None PC General Operating/Mission 30
    Save the Children Federation Inc
    501 Kings Highway East Suite 400
    Fairfield,CT06825     		None PC Early Learning Toolkits in Uganda 100,000
    Scottish Rite Foundation
    2800 16th Street NW
    Washington,DC20009     		None PC Scottish Rite Almoner's Fund 30
    Scottish Rite Foundation
    2800 16th Street NW
    Washington,DC20009     		None PC Scottish Rite Almoner's Fund 20
    Soka Gakkai International
    606 Wilshire Boulevard
    Santa Monica,CA90401     		None PC Myoho-Renge-Kyo (Lotus Sutra) Research 100
    Some Inc
    71 O Street NW
    Washington,DC20001     		None PC General Operating/Mission 75
    Southern Adventist University
    PO Box 370
    Collegedale,TN37315     		None PC Student Missions 200
    Southern Poverty Law Center Inc
    400 Washington Avenue
    Montgomery,AL36104     		None PC General Operating/Mission 50
    St Helena Preschool For All Inc
    465 Mail Street
    St Helena,CA94574     		None PC Scholarship Fund 25,000
    The Leukemia and Lymphoma Society Inc
    3 International Drive Suite 200
    Rye Brook,NY10573     		None PC General Operating/Mission 25
    Trustees of Mount Holyoke College
    50 College Street
    South Hadley,MA01075     		None PC Student Aid/Scholarships 100
    United Way of Greater Houston
    PO Box 3247
    Houston,TX77253     		None PC United Way Relief Fund 30
    United Way of Greater Houston
    PO Box 3247
    Houston,TX77253     		None PC United Way Relief Fund 75
    University of Maryland College Park Foundation
    1308E Benjamin Building
    College Park,MD20742     		None PC Trauma Sensitive Pedagogy for Young Children 50,000
    WETA Public Television and Radio
    3939 Campbell Avenue
    Arlington,VA22206     		None PC General Operating/Mission 60
    Whitman-Walker Clinic Inc
    1701 14 Street NW
    Washington,DC20009     		None PC General Operating/Mission 100
    Yale University
    PO Box 803
    New Haven,CT06503     		None PC General Operating/Mission 75
    Youth Service Opportunities Project Inc
    15 Rutherford Place
    New York,NY10003     		None PC General Operating/Mission 30
    Total .................................bullet 3a 1,923,218
    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 ...........     		    14 1,528,912  
    4 Dividends and interest from securities.... 900000 51,628 14 7,727,342  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 1,528,594  
    6 Net rental income or (loss) from personal property          
    7 Other investment income..... 900000 108,532 14 496,439  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		900000 16,363 18 15,362,533  
    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).. 176,523 26,643,820 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    26,820,343
    (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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2019
    Name of the organization
    Bainum Family Foundation
     
    Employer identification number

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






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
    or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019) Page 2
    Name of organization
    Bainum Family Foundation
          		Employer identification number
    23-7000192
    Part I
    Contributors
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    Roberta Bainum
     
    7735 Old Georgetown Road Suite 1000
     
    Bethesda, MD20814

    		$ 1,000,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
    Jane Bainum
     
    7735 Old Georgetown Road Suite 1000
     
    Bethesda, MD20814

    		$ 3,300,000


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

    		$  


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

    		$  


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

    		$  


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

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Page 3
    Name of organization
    Bainum Family Foundation
          		Employer identification number

    23-7000192
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Page 4
    Name of organization
    Bainum Family Foundation
          		Employer identification number

    23-7000192
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2017 AccountingFeesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Accounting 111,186 0 0 108,382

    TY 2017 InvestmentsCorpStockSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Choice Hotels International, Inc. 111,345,782 111,345,782
    GMO Qual FD III 22,379,806 22,379,806
    MFO Vanguard Instl Total Index 12,167,422 12,167,422
    Bac Cap TR XIII 1,762,500 1,762,500
    Dominion Res Inc VA 483,750 483,750
    Enbridge Energy Partners LP 998,750 998,750
    Goldman Sachs Cap II 1,681,200 1,681,200
    JPMorgan Chase & Fltg 2,015,000 2,015,000
    Wells Fargo & Co 2,026,250 2,026,250
    XL Group PLC 1,965,000 1,965,000
    Alphabet Inc. 503,158 503,158
    Amer Elec PWR Co 304,007 304,007
    Apple Inc. 296,546 296,546
    Amazon 146,183 146,183
    Citigroup Inc Com 246,935 246,935
    CME Group 267,681 267,681
    Cognex Corp 191,645 191,645
    CVS Health Corp 204,826 204,826
    Delta Air Lines Inc. 194,246 194,246
    Editas Medicine Inc. 65,139 65,139
    EOG Resources Inc. 205,807 205,807
    Estee Lauder 352,302 352,302
    FLIR System Inc. 338,948 338,948
    Goldman Sachs Group 299,534 299,534
    Grubhub Inc. 152,224 152,224
    Illumina Inc. 421,169 421,169
    Impinj Inc. 294,306 294,306
    Intellia Therapeutics Inc. 74,638 74,638
    Intuitive Surgical Inc. 182,301 182,301
    Nike Inc. 352,584 352,584
    Nvidia Corp 111,343 111,343
    Range Res Corp 167,969 167,969
    Foundation Medicine Inc 265,335 265,335
    Regeneron Pharmaceuticals Inc. 164,560 164,560
    Square Inc. 110,890 110,890
    Splunk Inc. 119,923 119,923
    Terreno Realty Corp 262,748 262,748
    Tiffany & Co 114,492 114,492
    Verizon Communications 332,650 332,650
    Walt Disney Co 239,491 239,491

    TY 2017 InvestmentsOtherSchedule2
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Rock Creek Bainum Family Fnd. Hedge Fund FMV 100,144,277 100,144,277
    Turner-Agassi Charter School Facilities Fund II LP RE FMV 1,173,026 1,173,026
    IPI Data Center Partners Fund I, LP FMV 1,821,764 1,821,764
    Rose Affordable Housing Preservation Fund IV, LP FMV 3,653,134 3,653,134
    Fairmont Building LLC Real Estate FMV 44,886,993 44,886,993
    MFO Doubleline total Return Bond FMV 8,156,399 8,156,399
    MFO Eaton Vance Mutual Fds FMV 9,213,903 9,213,903
    Financial Opportunistic Fund Ltd. FMV 42,067,000 42,067,000
    Atalaya Asset Income Fund III LP FMV 2,682,890 2,682,890
    Avenue Aviation Opportunities Fund II FMV 2,497,802 2,497,802
    Silver Point Specialty CreditFund LP FMV 3,604,837 3,604,837
    TCI Real Estate Partners Fund II FMV 3,929,999 3,929,999
    Venture Capital and Partnership Private Equities FMV 18,275,099 18,275,099
    MFO Vanguard Developed Markets-International Equities FMV 21,940,304 21,940,304
    Adams Fund Series LLC FMV 29,836,235 29,836,235
    Wellington Emerging Markets FMV 16,606,613 16,606,613
    Kalorama FMV 6,523,986 6,523,986
    Generation IM Global Equity Fund, LLC FMV 12,415,524 12,415,524
    MFC Emerging Mkts Index FMV 7,653,334 7,653,334
    Bpost Sa/NV NPV FMV 54,547 54,547
    Daifuku Co FMV 211,619 211,619
    Fanuc Corp FMV 229,457 229,457
    Hiroshima Bank NPV FMV 197,291 197,291
    ADR LVMH Moet Hennessy FMV 247,763 247,763
    Sumitomo Mitsui Financial Group FMV 156,018 156,018
    ADR Ing Groep NV FMV 206,179 206,179
    ADR Unilever NV FMV 249,068 249,068
    ADR Novartis AG FMV 224,505 224,505
    ADR Royal Dutch Shell PLC FMV 244,104 244,104

    TY 2017 LandEtcSchedule2
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Computer hardware 307,928 292,175 15,753 15,753
    Furniture and equipment 427,996 227,295 200,701 200,701
    Telephone system 41,973 32,765 9,208 9,208
    Computer software 579,873 577,717 2,156 2,156
    LHI/Office Expansion 841,891 71,908 769,983 769,983
    Land- Naples, Florida 874,057 0 874,057 874,057
    Fairmont Building, LLC 3,135,847 0 3,135,847 3,135,847
    Bainum Foundation Farm, LLC 4,543,456 146,290 4,397,166 4,397,166


    TY 2017 LegalFeesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Legal Fees 184,962 0 0 169,606


    TY 2017 OtherAssetsSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Accrued interest/dividend receivable 542,766 464,464 464,464
    Bequest receivable 3,207,170 2,556,394 2,556,394
    Federal excise tax receivable 257,885 180,045 180,045
    Investment related receivables and pending purchases 10,561,203 22,232,227 22,232,227
    Program related investments 6,246,505 5,400,000 5,400,000


    TY 2017 OtherDecreasesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Description Amount
    Change in FMV of pledge donated assets 650,776


    TY 2017 OtherExpensesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Bank fees 14,205 12,213 12,213 1,992
    Licensing and subscription 263,724 6,946 6,946 299,400
    Insurance 97,381 0 0 96,171
    Office related expenses 21,076 72 72 19,820
    Student expenses 79,290 0 0 29,195
    School Enhancement Contracts 42,926 0 0 42,926
    Farming expenses 153,621 0 0 149,405
    Equipment and maintenance 49,801 0 0 49,691
    Scholarships 946,454 0 0 942,506
    PRI loan discount and loss reserve 6,346,505 0 0 0
    Allocation fees 0 201,071 201,071 -201,071
    Telephone 15,124 0 0 15,063
    Recruiting 6,146 0 0 6,193


    TY 2017 OtherIncomeSchedule2
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Partnership K-1 Investments 496,439 496,439 496,439
    Partnership K-1 Investments UBI 108,532 0 0


    TY 2017 OtherIncreasesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Description Amount
    Unrealized gain on investments 31,857,816


    TY 2017 OtherLiabilitiesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Description Beginning of Year - Book Value End of Year - Book Value
    Deferred federal excise tax payable 1,375,800 2,094,731


    TY 2017 OtherProfessionalFeesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Consulting 2,541,289 12,949 12,949 2,488,304
    Investment fees K-1 1,386,658 1,386,658 1,386,658 0
    Investment fees 590,423 590,423 590,423 0
    Partner Agreements 5,045,098 0 0 4,141,916
    Investment Fees K-1 UBI 4,901 0 0 0


    TY 2017 OtherReceivablesOfficersSch
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Travel Advance to Officers:  


    Item No. 1
    Borrower's Name Stewart W Bainum Jr
    Borrower's Title  
    Original Amount of Loan 17267698
    Balance Due 17655924
    Date of Note 2014-09
    Maturity Date 2023-09
    Repayment Terms Annual interest payments, balloon payment at maturity
    Interest Rate 2.860000000000
    Security Provided by Borrower Personal guarantee
    Purpose of Loan Purchase of estate assets under exception provisions in 53.4941(d)-3
    Description of Lender Consideration Estate assets
    Consideration FMV 17655924

    Item No. 2
    Borrower's Name Scott A Renschler
    Borrower's Title  
    Original Amount of Loan 1165050
    Balance Due 1191243
    Date of Note 2014-09
    Maturity Date 2023-09
    Repayment Terms Annual interest payments, balloon payment at maturity
    Interest Rate 2.860000000000
    Security Provided by Borrower Personal guarantee
    Purpose of Loan Purchase of estate assets under exception provisions in 53.4941(d)-3
    Description of Lender Consideration Estate assets
    Consideration FMV 1191243

    Item No. 3
    Borrower's Name Bruce D Bainum
    Borrower's Title  
    Original Amount of Loan 17449670
    Balance Due 17680273
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms Annual interest payments, balloon payment at maturity
    Interest Rate 2.750000000000
    Security Provided by Borrower Personal guarantee
    Purpose of Loan Purchase of estate assets under exception provisions in 53.4941(d)-3
    Description of Lender Consideration Estate assets
    Consideration FMV 17680273

    Item No. 4
    Borrower's Name Todd Renschler
    Borrower's Title  
    Original Amount of Loan 540900
    Balance Due 548007
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms Annual interest payments, balloon payment at maturity
    Interest Rate 2.750000000000
    Security Provided by Borrower Personal guarantee
    Purpose of Loan Purchase of estate assets under exception provisions in 53.4941(d)-3
    Description of Lender Consideration Estate assets
    Consideration FMV 548007

    Item No. 5
    Borrower's Name Brian B Bainum
    Borrower's Title  
    Original Amount of Loan 513855
    Balance Due 520606
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms Annual interest payments, balloon payment at maturity
    Interest Rate 2.750000000000
    Security Provided by Borrower Personal guarantee
    Purpose of Loan Purchase of estate assets under exception provisions in 53.4941(d)-3
    Description of Lender Consideration Estate assets
    Consideration FMV 520606

    Item No. 6
    Borrower's Name Dinwiddie Farms LLC
    Borrower's Title  
    Original Amount of Loan 4356674
    Balance Due 4413916
    Date of Note 2015-01
    Maturity Date 2024-01
    Repayment Terms Annual interest payments, balloon payment at maturity
    Interest Rate 2.750000000000
    Security Provided by Borrower Corporate obligation
    Purpose of Loan Purchase of estate assets under exception provisions in 53.4941(d)-3
    Description of Lender Consideration Estate assets
    Consideration FMV 4413916


    TY 2017 ReductionExplanationStatement
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Explanation:
    Choice Hotels International Stock(CHH): The Principal sponsors, their descendants, including the CEO and several directors of the Foundation, own an aggregate of 36.93% of the common stock of CHH which is publicly traded in the United States of America. Although voting and dispositive power for the Foundation's CHH shares rests with a committee independent of the family and other affiliates of CHH, as a prudent matter, the Foundation has continued to comply with rule 144 requirements. As of June 30, 2018, the Foundation owned 1,597,472 Shares of CHH stock which represents 2.8% of the total CHH Shares issued and outstanding. The stock is valued at the June 30, 2018 NY stock exchange closing price discounted at 7.9%. The discount is based on an independent appraisal, from June 30, 2018, which was performed in compliance with the uniform standards of professional appraisal practices.

    TY 2017 TaxesSchedule
    Name:
    Bainum Family Foundation
    EIN:
    23-7000192
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Federal excise tax 578,727 0 0 500,887
    Foreign taxes K-1 60,734 60,734 60,734 0
    Deferred excise taxes 718,931 0 0 0