TY 2018 Form 990PF

- TIN:

Form990-PF

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 01-01-2018 , and ending 12-31-2018

Name of foundation
THE SAMUEL AND JEAN FRANKEL
HEALTH AND RESEARCH FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)273 LAKEWOOD DR
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
BLOOMFIELD HILLS, MI48304

A Employer identification number

30-0095044

B Telephone number (see instructions)

(248) 645-1307

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

$20,545,293J 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	(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	254,192		254,192
4	Dividends and interest from securities...	515,236		495,147
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		504,280
b	Gross sales price for all assets on line 6a 2,106,124
7	Capital gain net income (from Part IV, line 2)...			504,280
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	1,273,708		1,253,619
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		5,250	0	0
c	Other professional fees (attach schedule)....		67,106	0	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		28,962	0	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		6,123	0	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	107,441		0	0
25	Contributions, gifts, grants paid.......	690,000			690,000
26	Total expenses and disbursements. Add lines 24 and 25	797,441		0	690,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	476,267
b	Net investment income (if negative, enter -0-)			1,253,619
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2018)

Form 990-PF (2018)

Page 2

Part II		Balance Sheets	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.........	1,199,434	1,105,263	1,105,263
	3	Accounts receivable 842
		Less: allowance for doubtful accounts	8,321	842
	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
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	4,073,184	4,068,266	4,303,631
	b	Investments—corporate stock (attach schedule).......	2,292,674	2,044,857	2,687,766
	c	Investments—corporate bonds (attach schedule).......	3,285,323	3,889,013	3,722,098
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	9,320,553	9,606,149	8,726,535
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	-78,285	-136,919	0
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	20,101,204	20,577,471	20,545,293
	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	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........	0	0
	28	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	29	Retained earnings, accumulated income, endowment, or other funds	20,101,204	20,577,471
	30	Total net assets or fund balances (see instructions).....	20,101,204	20,577,471
	31	Total liabilities and net assets/fund balances (see instructions).	20,101,204	20,577,471

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

20,101,204

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

476,267

Other increases not included in line 2 (itemize) bullet

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

20,577,471

Decreases not included in line 2 (itemize) bullet

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

20,577,471

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	DJIA LIRN ISSUER CS 25000 SH	P	2015-01-29	2018-03-27
b	DJIA LIRN ISSUER HSBC 15000 SH	P	2015-04-23	2018-04-30
c	BASKET STEPUP ISSUER BAC 20000 SH	P	2013-10-24	2018-10-26
d	SP500 LIRN ISSUER HSBC 20000 SH	P	2015-09-24	2018-03-27
e	JPMORGAN CHASE & CO 27000 SH	P	2013-01-10	2018-10-30
	FAIRHOLME FUND 157.5 SH	P	2017-12-15	2018-04-30
	WEITZ PARTNERS 167 SH	P	2017-12-27	2018-04-30
	WELLS FARGO ASSET 399 SH	P	2017-12-27	2018-04-30
	HSBC HOLDINGS 3000 SH - REDEMPTION	P	2013-01-10	2018-06-04
	FAIRHOLME FUND 6467 SH	P	2016-12-16	2018-04-30
	WEITZ PARTNERS 1573 SH	P	2015-12-29	2018-04-30
	WELLS FARGO ASSET 3582 SH	P	2016-12-28	2018-04-30
	FAIRHOLME FUND 5342 SH	P	2011-12-16	2018-04-30
	WEITZ PARTNERS 5671 SH	P	2009-12-24	2018-04-30
	WELLS FARGO ASSET 15401 SH	P	2011-12-30	2018-04-30
	CEF BLACKROCK DEF 10000 SH - EXCHANGE	P	2017-08-21	2018-12-21
	NUVEEN TAXABLE MUNI CASH IN LIEU	P	2018-11-21	2018-11-21
	PMF TEI FUND	P
	CAPITAL GAINS 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	340,220	250,000	90,220
b	195,595	150,000	45,595
c	200,000	200,000	0
d	267,195	200,000	67,195
e	27,000	31,792	-4,792
	2,891	3,084	-193
	5,172	5,305	-133
	5,724	5,749	-25
	75,000	83,548	-8,548
	118,734	147,643	-28,909
	48,589	47,686	903
	51,438	46,952	4,486
	98,079	156,753	-58,674
	175,177	91,297	83,880
	221,158	174,774	46,384
	46	150	-104
	5		5
	7,965	7,111	854
	266,136		266,136

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			90,220
b			45,595
c			0
d			67,195
e			-4,792
			-193
			-133
			-25
			-8,548
			-28,909
			903
			4,486
			-58,674
			83,880
			46,384
			-104
			5
			854
			266,136

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	504,280
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	755,000	19,684,851	0.038354
2016	1,857,488	19,944,466	0.093133
2015	1,510,316	20,859,582	0.072404
2014	1,088,740	20,920,382	0.052042
2013	1,039,991	20,323,874	0.051171

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

0.307104

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 ......

0.061421

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

20,029,735

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

1,230,246

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

12,536

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

1,242,782

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

690,000

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	25,072
	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	25,072
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	25,072
6	Credits/Payments:

a	2018 estimated tax payments and 2017 overpayment credited to 2018	6a	22,377
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	3,500
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	25,877
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	106
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	699
11	Enter the amount of line 10 to be: Credited to 2019 estimated tax699	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

$ 0(2) On foundation managers. bullet

$ 0

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

on foundation managers. bullet

$ 0

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

JO ELYN NYMAN Telephone no. bullet

(248) 645-1307

Located at bullet

1004 BROOKWOODBIRMINGHAMMI ZIP+4 bullet

48009

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
BRUCE FRANKEL	PRESIDENT AND TRUSTEE 2.00	0	0	0
700 ARDMOOR DRIVE BLOOMFIELD,MI48301	PRESIDENT AND TRUSTEE 2.00	0	0	0
JO ELYN NYMAN	VICE PRESIDENT, TREASURER, 4.00	0	0	0
1004 BROOKWOOD BIRMINGHAM,MI48009	VICE PRESIDENT, TREASURER, 4.00	0	0	0
GEORGE NYMAN	SECRETARY AND TRUSTEE 2.00	0	0	0
1004 BROOKWOOD BIRMINGHAM,MI48009	SECRETARY AND TRUSTEE 2.00	0	0	0

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

19,182,408

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

1,152,348

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

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

20,334,756

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

20,334,756

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

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

305,021

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

20,029,735

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

1,001,487

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

1,001,487

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

25,072

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

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

25,072

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

976,415

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

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

976,415

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

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

976,415

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 ..........

690,000

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

690,000

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

690,000

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					976,415
2 Undistributed income, if any, as of the end of 2018:
a Enter amount for 2017 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2018:
a From 2013......
b From 2014......
c From 2015......
d From 2016......	288,814
e From 2017......
fTotal of lines 3a through e........		288,814
4Qualifying distributions for 2018 from Part
XII, line 4: $ 690,000
a Applied to 2017, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions).....			0
c Treated as distributions out of corpus (Election required—see instructions)........		0
d Applied to 2018 distributable amount.....					690,000
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2018.		286,415			286,415
(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		2,399
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2017. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2018. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2019 ..........					0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......		0
8 Excess distributions carryover from 2013 not applied on line 5 or line 7 (see instructions) ...		0
9Excess distributions carryover to 2019. Subtract lines 7 and 8 from line 6a ......		2,399
10 Analysis of line 9:
a Excess from 2014....
b Excess from 2015....
c Excess from 2016....	2,399
d Excess from 2017....
e Excess from 2018....

Form 990-PF (2018)

Page 10

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2018, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in 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).)

BRUCE FRANKEL

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
AMERICAN DIABETES ASSOCIATION 1701 NORTH BEAUREGARD STREET ALEXANDRIA,VA22311	NONE	501(C)(3)	MEDICAL RESEARCH	35,000
BEAR HUG FOUNDATION 139 W MAPLE SUITE F BIRMINGHAM,MI48009	NONE	501(C)(3)	OUTDOOR EDUCATIONAL AND RECREATIONAL ACTIVITIES FOR FOSTER CHILDREN	30,000
CAMP MAK-A-DREAM 121 W LONG LAKE ROAD BLOOMFIELD HILLS,MI48304	NONE	501(C)(3)	ASSISTANCE FOR CHILDREN AND YOUNG ADULTS WITH CANCER	5,000
CARE HOUSE OF OAKLAND COUNTY 44765 WOODWARD AVENUE PONTIAC,MI48341	NONE	501(C)(3)	ASSISTANCE FOR ABUSED AND NEGLECTED CHILDREN	100,000
CHRONS & COLITIS FOUNDATION 25882 ORCHARD LAKE ROAD SUITE 102 FARMINGTON HILLS,MI48336	NONE	501(C)(3)	MEDICAL RESEARCH	20,000
FAR CONSERVATORY 1669 WEST MAPLE ROAD BIRMINGHAM,MI48009	NONE	501(C)(3)	ASSISTANCE FOR PEOPLE WITH DISABILITIES	30,000
HOSPICE OF MICHIGAN (STATE OF MICHIGAN) 43097 WOODWARD AVE SUITE 102 BLOOMFIELD HILLS,MI48302	NONE	501(C)(3)	END OF LIFE CARE AND SUPPORT PROGRAMS	300,000
JARC 30301 NORTHWESTERN HIGHWAY SUITE 100 FARMINGTON HILLS,MI48334	NONE	501(C)(3)	ASSISTANCE FOR PEOPLE WITH DISABILITIES	100,000
MICHIGAN LEAGUE FOR PUBLIC POLICY 1223 TURNER STREET STE G1 LANSING,MI48906	NONE	501(C)(3)	ECONOMIC SECURITY AND WELL-BEING FOR PEOPLE IN MICHIGAN	20,000
PLANNED PARENTHOOD PO BOX 3673 ANN ARBOR,MI48106	NONE	501(C)(3)	SEXUAL AND REPRODUCTIVE HEALTH	50,000
Total ................................. 3a				690,000

bApproved for future payment

Total ................................. 3b				0

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 ...........			14	254,192
4 Dividends and interest from securities....			14	515,236
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 ............			14	504,280
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		1,273,708	0

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

1,273,708

(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:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	5,250	0		0

- TIN:

TY 2018 InvestmentsCorpBondsSchedule

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Name of Bond	End of Year Book Value	End of Year Fair Market Value
100000 SHS AMERICAN EXPRESS	103,380	98,500
73000 SHS JPMORGAN CHASE & CO	85,957	71,996
100000 SHS METLIFE INC	102,005	96,100
100000 SHS PNC FINANCIAL SRV	113,355	101,625
100000 SHS WELLS FARGO & CO	112,505	99,375
123000 SHS GENERAL ELEC CAP CORP	107,933	94,095
150000 SHS CITIGROUP	147,905	144,750
200000 SHS CMS 10 FLOATER ISS BAC	200,000	198,500
250000 SHS WELLS FARGO & CO	280,255	247,112
3000 SHS HSBC HLDGS PLC	60,919	77,310
4000 SHS ALABAMA POWER CO	100,000	94,960
4000 SHS ARCH CAPITAL GROUP	100,000	81,320
4000 SHS CAPITAL ONE FINANCIAL	100,000	101,080
4000 SHS CITIGROUP INC	100,000	101,680
4000 SHS GABELLI GLOBAL SMALL CAP	98,831	97,400
4000 SHS STATE STREET CORP	100,000	100,640
4000 SHS WELLS FARGO	100,000	94,000
5000 CHARLES SCHWAB CORP	125,000	125,000
50000 SHS SUNTRUST BANK INC	50,670	49,500
50000 SHS SUNTRUST BANKS	52,130	49,500
6000 SHS BANK OF AMERICA CORP	150,000	152,640
6000 SHS CHS INC	150,000	151,560
6000 SHS DOMINION RESOURCES	150,000	138,480
77000 SHS GENERAL ELECTRIC	77,968	58,905
8000 SHS JP MORGAN CHASE	200,000	204,320
8000 SHS THE SOUTHERN COMPANY	200,000	204,080
5000 SHS ALLSTATE CORP	125,000	119,750
6000 SHS BANK OF AMERICA CORP HH	150,000	148,620
4000 SHS BERKLEY WR CORP	100,000	88,200
6000 SHS FIRST REPUBLIC BANK	150,000	133,320
6000 SHS JPMORGAN CHASE & CO	150,000	150,180
8000 SHS FANNIE MAE NEW MONEY	45,200	47,600

- TIN:

TY 2018 InvestmentsCorpStockSchedule

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Name of Stock	End of Year Book Value	End of Year Fair Market Value
1000 SHS EMERSON ELEC CO	44,241	59,750
1000 SHS GENERAL MOTORS CO	36,325	33,450
10000 SHS SX5E LIRN ISSUER BOFA	100,000	79,000
10000 SHS SX5E LIRN ISSUER RBC	100,000	100,780
1200 SHS NESTLE S A REP	52,152	97,152
12500 SHS SX7P LIRN ISSUER	125,000	80,750
1500 SHS WASTE MANGEMENT	47,441	133,485
17500 SHS SPX ENHANCED STEPUP	175,000	175,577
2000 SHS COCA COLA	50,157	94,700
2000 SHS MICROSOFT CORP	51,018	203,140
2000 SHS RAYONIER INC	65,465	55,380
2000 SHS UNILEVER PLC	51,538	104,500
20000 SHS SP500 LIRN ISSUER HSBC	200,000	228,400
3000 SHS INTEL CORP	59,310	140,790
3000 SHS WEYERHAUEUSER	91,200	65,580
6000 SHS NISOURCE INC	39,438	152,100
700 SHS CATERPILLAR	55,916	88,949
850 SHS DIAGEO PLC SPSD	50,222	120,530
850 SHS JOHNSON AND JOHNSON	50,633	109,692
900 SHS KELLOGG CO	47,469	51,309
1000 SHS SIEMENS AG	56,817	56,080
500 SHS UNITED PARCEL SVC	50,276	48,765
1500 SHS ZURICH INSURANCE GROUP	45,239	44,707
20000 SHS SX5E LIRN ISSUER WFC	200,000	179,400
20000 SHS INTL BKT STEPUP	200,000	183,800

- TIN:

TY 2018 InvestmentsGovtObligationsSch

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

US Government Securities - End of Year Book Value:

US Government Securities - End of Year Fair Market Value:

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

4,068,266

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

4,303,631

- TIN:

TY 2018 InvestmentsOtherSchedule2

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
100 SHS WESTERN ASSET MIDDLE MARKET	AT COST	103,000	71,091
10732 SHS NUVEEN TAXABLE MUNI	AT COST	199,035	207,772
10730 SHS ASHMORE EMERGING	AT COST	86,346	80,053
11200 SHS BLACKROCK 2022 GLOBAL	AT COST	111,268	93,187
11215 SHS INVESCO HIGH INCOME	AT COST	112,154	111,366
11650 SHS THE MERGER FUND CL	AT COST	183,730	189,910
11515 SHS PIMCO LOW DURATION FD	AT COST	98,232	97,078
12801 SHS ROYCE GLOBAL VALUE	AT COST	111,866	113,673
13541 SHS NUVEEN PREFERRED	AT COST	215,419	213,677
13759 SHS HARTFORD BALANCED INCOME	AT COST	189,740	178,592
13695 SHS COHEN & STEERS	AT COST	159,514	153,116
14125 SHS NEUBERGER BERMAN LONG SHORT	AT COST	162,762	181,796
14640 SHS ANGEL OAK	AT COST	164,609	161,343
1435 SHS TOCQUEVILLE GOLD FUND	AT COST	75,000	44,153
15961 SHS FPA CRESCENT PORT	AT COST	422,393	471,348
15701 SHS COLUMBIA FLEXIBLE CAPITAL INCOME	AT COST	190,922	182,139
22577 SHS WELLS FARGO ABSOLUTE RETURN	AT COST	233,279	235,480
16579 SHS SHENKMAN SHORT DURATION	AT COST	168,210	160,822
18058 SHS BLACKROCK GLOBAL	AT COST	328,447	314,211
18151 SHS PRINCIPAL GLOBAL DIVERSIFIED INCOME	AT COST	242,678	231,431
19129 SHS ADVISORY RESEARCH MLP & ENERGY INCOME	AT COST	193,639	129,889
19143 SHS JOHN HANCOCK STRATEGIC INCOME	AT COST	209,832	190,092
20766 SHS IVA WORLDWIDE	AT COST	321,353	330,810
19949 SHS LORD ABBETT FLOATING RATE FUND	AT COST	178,827	173,367
19581 SHS JP MORGAN INCOME BUILDER	AT COST	205,845	193,266
20301 SHS EATON VANCE RCHRD BRSTN	AT COST	254,552	290,307
20511 SHS PIMCO INCOME FUND	AT COST	256,523	242,240
222 SHS CZECH II SENIOR LOAN	AT COST	226,250	31,920
250 SHS WESTERN ASSET MIDDLE MKT	AT COST	254,375	169,592
3517 SHS JENSEN QUALITY GROWTH	AT COST	132,889	152,872
3209 SHS FIRST EAGLE GOLD FUND	AT COST	75,000	46,920
33749 SHS EATON VANCE SHT DURT STRATEGIC INCOME	AT COST	263,484	235,235
3559 SHS MATTHEWS ASIA DIVIDEND	AT COST	59,788	57,137
35425 SHS PIMCO ALL ASSET	AT COST	356,364	280,927
34946 SHS VIRTUS MULTI SECTOR	AT COST	167,178	160,405
36973 SHS T ROWE PRICE SHORT TERM	AT COST	177,978	171,928
4820 SHS FIRST EAGLE FUNDS OF AMERICA	AT COST	156,500	108,696
4400 SHS NUVEEN REAL ASSET INC	AT COST	106,288	94,442
344 SHS PMF TEI FUND	AT COST	34,476	38,075
4456 SHS NUVEEN PFD	AT COST	111,039	92,378
5363 SHS KINETICS PARADIGM FUND	AT COST	195,964	223,592
5000 SHS RIVERNORTH/DOUBLELINE	AT COST	100,000	81,250
5670 SHS MATTHEWS JAPAN FUND	AT COST	110,166	105,081
6000 SHS GOLDMAN SACHS MLP INCOME	AT COST	73,320	42,060
7594 SHS FIRST EAGLE GLOBAL	AT COST	387,703	388,096
8333 AQR STYLE	AT COST	82,708	75,165
9087 SHS DOUBLELINE INCOME SOLUTION	AT COST	202,743	157,487
10768 SHS DAVIS NEW YORK VENTURE	AT COST	371,219	270,724
10520 SHS WESTWOOD INCOME	AT COST	162,797	148,230
10474 SHS OAKMARK GLOBAL SELECT	AT COST	177,126	151,356
10147 VULCAN VALUE PARTNERS	AT COST	214,571	176,862
19726 SHS JPMORGAN STRATEGIC INCOME	AT COST	227,048	223,896

- TIN:

TY 2018 OtherAssetsSchedule

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
BASIS ADJUSTMENTS - OTHER INVESTMENTS	-78,285	-136,919

- TIN:

TY 2018 OtherExpensesSchedule

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
STATE FILING FEE	20	0		0
BOND PREMIUM AMORTIZATION	4,919	0		0
PORTFOLIO DEDUCTIONS	1,184	0		0

- TIN:

TY 2018 OtherProfessionalFeesSchedule

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT AND ADVISORY FEES	67,106	0		0

- TIN:

TY 2018 TaxesSchedule

Name:

THE SAMUEL AND JEAN FRANKEL

HEALTH AND RESEARCH FOUNDATION

EIN:

30-0095044

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAX WITHHELD	1,962	0		0
FEDERAL EXCISE TAX	27,000	0		0