Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
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
The Hartwell Foundation Corporation
 
Number and street (or P.O. box number if mail is not delivered to street address)6000 Poplar Avenue
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Memphis, TN38119
A Employer identification number

06-1468749
B Telephone number (see instructions)

(901) 233-4018
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$61,164,961J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 222,056 222,056 222,056
4 Dividends and interest from securities... 200,897 200,897 200,897
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 14,980,628
b Gross sales price for all assets on line 6a 14,980,628
7 Capital gain net income (from Part IV, line 2)... 14,980,628
8 Net short-term capital gain......... 13,908,403
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 33,755 33,755 33,755
12 Total. Add lines 1 through 11........ 15,437,336 15,437,336 14,365,111
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 615,544     615,544
14 Other employee salaries and wages...... 593,135     593,135
15 Pension plans, employee benefits....... 192,275     192,275
16a Legal fees (attach schedule)......... Click to see attachment 96,761     96,761
b Accounting fees (attach schedule)....... Click to see attachment 13,050 6,525 6,525 6,525
c Other professional fees (attach schedule).... Click to see attachment 416,424     416,424
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 77,632 4,282 4,282 73,350
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 67,668     67,668
21 Travel, conferences, and meetings....... 353,831     353,831
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 5,725,456 27,733 27,733 5,697,723
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 8,151,776 38,540 38,540 8,113,236
25 Contributions, gifts, grants paid....... 2,531,435 2,531,435
26 Total expenses and disbursements. Add lines 24 and 25 10,683,211 38,540 38,540 10,644,671
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 4,754,125
b Net investment income (if negative, enter -0-) 15,398,796
c Adjusted net income (if negative, enter -0-)... 14,326,571
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.............      
2 Savings and temporary cash investments......... 514,003 573,234 573,234
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet   200,000    
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 49,944,091 Click to see attachment54,190,026 54,026,123
14 Land, buildings, and equipment: basis bullet2,332
Less: accumulated depreciation (attach schedule) bullet2,332      
15 Other assets (describe bullet) Click to see attachment9,361,408 Click to see attachment6,565,604 Click to see attachment6,565,604
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 60,019,502 61,328,864 61,164,961
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).........   0
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 60,019,502 61,328,864
29 Total net assets or fund balances (see instructions)..... 60,019,502 61,328,864
30 Total liabilities and net assets/fund balances (see instructions). 60,019,502 61,328,864
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
60,019,502
2
Enter amount from Part I, line 27a .....................
2
4,754,125
3
Other increases not included in line 2 (itemize) bullet
3
 
4
Add lines 1, 2, and 3 ..........................
4
64,773,627
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
3,444,763
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
61,328,864
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 14 Fund, LLC S/T Gains P 2018-01-01 2018-06-30
b 14 Fund, LLC L/T Gains P 2011-01-01 2018-06-30
c 14 All, LLC S/T Gains P 2018-01-01 2018-06-30
d 14 All, LLC L/T Gains P 2017-01-01 2018-06-30
e Sale of Condo P 2005-01-01 2018-02-21
(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 13,387,445     13,387,445
b 278,844     278,844
c 520,958     520,958
d 781,436     781,436
e 11,945     11,945
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       13,387,445
b       278,844
c       520,958
d       781,436
e       11,945
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 14,980,628
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 13,908,403
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 12,565,993 66,940,814 0.18772
2017 9,512,522 74,758,994 0.12724
2016 9,886,826 81,874,901 0.12076
2015 10,194,143 99,059,798 0.10291
2014 9,107,610 105,131,758 0.08663
2
Total of line 1, column (d) .....................
2
0.625255
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
0.125051
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
60,365,842
5
Multiply line 4 by line 3......................
5
7,548,809
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
153,988
7
Add lines 5 and 6........................
7
7,702,797
8
Enter qualifying distributions from Part XII, line 4,.............
8
10,644,671
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 1 153,988
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  
3 Add lines 1 and 2........................... 3 153,988
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 153,988
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 114,848
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 40,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 154,848
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 828
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 32
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet32 RefundedBullet 11  
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$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
No
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)
    bulletCT
    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
    Yes
     
    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.THEHARTWELLFOUNDATION.ORG
    14
    The books are in care ofbulletRusty Hensley Telephone no.bullet (901) 233-4018

    Located atbullet6000 Poplar Avenue Ste 250MemphisTN ZIP+4bullet38119
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2019, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
    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
     
    No
    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
     
    No
    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
    Larry H Smead Chairman
    30.00     		0    
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Russell J Hensley CEO
    40.00     		220,000 6,600  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Fred Dombrose President
    40.00     		203,280 3,187  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Heather Houser Assistant Sec.
    40.00     		73,275 2,198  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Stacey Morse Assistant Sec.
    40.00     		118,989 3,570  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    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
    Dennis Wall Director of IHART
    40.00     		200,000    
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Richard Smith Mgr of Scientific
    40.00     		162,237 4,867  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Dean Rager-Aguiar Program Director
    40.00     		157,398 4,722  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Amber Signaigo Senior Accountant
    40.00     		73,500 1,050  
    6000 Poplar Avenue Suite 250
    Memphis,TN38119
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............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 THE HARTWELL FOUNDATION CORPORATION ("HARTWELL") GRANTS AWARDS TO INDIVIDUALS FOR INNOVATIVE AND CUTTING-EDGE BIOMEDICAL APPLIED RESEARCH THAT POTENTIALLY BENEFITS CHILDREN.HARTWELL HAS FULL TIME EMPLOYEES WHO MAINTAIN SIGNIFICANT INVOLVEMENT IN SELECTING, SCREENING, INVESTIGATING AND INTERVIEWING ALL NOMINATED RESEARCHERS AS PART OF THE SELECTION PROCESS. THEY REVIEW RESEARCH AND MEET AT LEAST QUARTERLY WITH RESEARCHERS BY VIDEO CONFERENCE AND BY TRAVELING TO THE PARTICIPATING INSTITUTIONS. THEY MANAGE, SUPERVISE AND DIRECT THE RESEARCH, MONITOR ITS PROGRESS AND KEEP THE RESEARCHERS ON COURSE. THE EMPLOYEES HAVE SPECIALIZED SKILLS, EXPERTISE AND INVOLVEMENT IN BIOMEDICAL RESEARCH. THERE IS AN ANNUAL MEETING IN WHICH RESULTS ARE PRESENTED AND SHARED. 2,171,806
    2 FUNDS ARE AWARDED TO RESEARCHERS THROUGH AN APPLICATION PROCESS. ONLY INDIVIDUALS NOMINATED BY PARTICIPATING INSTITUTIONS ARE CONSIDERED FOR FUNDING AND ONLY RESEARCH THAT HAS THE POTENTIAL TO BENEFIT CHILDREN IN THE USA IS CONSIDERED.FUNDED RESEARCHERS ARE ENCOURAGED TO PUBLISH RESEARCH FINDINGS OPENLY AND DISSEMINATE RESULTS TO OTHERS. 4,849,120
    3 AUTISM RESEARCH AND TECHNOLOGY INITIATIVE:THE HARTWELL FOUNDATION LAUNCHED AN AUTISM RESEARCH AND TECHNOLOGY INTIATIVE (IHART) TO EMPOWER THE GLOBAL SCIENTIFIC RESEARCH COMMUNITY WITH OPEN ACCESS TO A CENTRALIZED REPOSITORY OF AUTISM DATA WITH THE POTENTIAL TO BENEFIT CHILDREN. ACCESSED THROUGH THE INTERNET, THIS CLOUD-BASED COMPUTING AND TECHNOLOGY PLATFORM WILL ULTIMATELY DEPLOY STATE-OF-THE-ART COMPUTATIONAL TOOLS OF SYSTEMS BIOLOGY, MACHINE LEARNING AND INFERENCE ALGORITHMS TO INSPIRE USERS TO EXPLOIT THE FULL POTENTIAL OF AVAILABLE INFORMATION ABOUT AUTISM. THE INTIATIVE IS AIMED AT PROVIDING A COMPREHENSIVE SCIENTIFIC RESOURCE THAT WILL ENABLE COMPLEX QUERIES REGARDING THE KNOWN SPECTRUM OF AUTISM DISORDERS; INCLUDING, BUT NOT LIMITED TO: PHENOTYPES, GENOMICS, PROTEOMICS, METABOLOMICS, MEASUREMENTS AND IMAGING OF BRAIN ACTIVITY, BIOMAKER AND DIAGNOSTIC TEST RESULTS, TREATMENT PROTOCOLS AND PHYSICIAN NARRATIVES. 725,000
    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 (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
    0
    b
    Average of monthly cash balances.......................
    1b
    1,301,039
    c
    Fair market value of all other assets (see instructions)................
    1c
    59,984,080
    d
    Total (add lines 1a, b, and c).........................
    1d
    61,285,119
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    61,285,119
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    919,277
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    60,365,842
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    3,018,292
    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
    10,644,671
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    10,644,671
    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
    153,988
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    10,490,683
    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
    3,018,292 484,380   767,468 4,270,140
    b 85% of line 2a ......... 2,565,548 411,723   652,348 3,629,619
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		10,644,671 12,565,993 9,512,522 9,886,826 42,610,012
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		      103,362 103,362
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		10,644,671 12,565,993 9,512,522 9,783,464 42,506,650
    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...     		2,012,195 2,231,361 2,491,967 2,729,163 9,464,686
    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).)
    Larry H Smead
    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
    Duke University
    2138 Campus Drive
    Durham,NC27708     		None PC 2016 Fellowship 50,000
    Northwestern University
    633 Clark Street
    Evanston,IL60208     		None PC 2016 Fellowship 50,000
    Regents of University of California
    1111 Franklin St 12th Floor
    Oakland,CA94607     		None PC 2016 Fellowship 50,000
    The John Hopkins University
    3400 N Charles Steet
    Baltimore,MD21218     		None PC 2016 Fellowship 50,000
    AMI Kids
    5915 Benjamin Center Drive
    Tampa,FL33634     		None PC Charitable Contribution 125,000
    Tragedy Assistance Program for Survivors
    3033 Wilson Blvd Ste 630
    Arlington,VA22201     		None PC 2018 Camps 565,000
    Avon Old Farms School
    500 Old Farms Rd
    Avon,CT06001     		None PC Education 51,459
    Memphis University School
    6191 Park Avenue
    Memphis,TN38119     		None PC Education 110,000
    The Hobart Shakespeareans
    1517 S Western Avenue
    Los Angeles,CA90006     		None PC Education 40,000
    Wayland Academy
    101 N University Ave
    Beaver Dam,WI53916     		None PC Education 39,976
    Yale University
    PO Box 208339
    New Haven,CT06520     		None PC 2016 Fellowship 50,000
    UT Southwestern Medical Center
    5323 Harry Hines Blvd
    Dallas,TX75390     		None PC 2016 Fellowship 50,000
    University of Minnesota Foundation
    200 SE Oak St 500
    Minneapolis,MN55455     		None PC 2016 Fellowship 50,000
    Drexel University
    3141 Chestnut St
    Philadelphia,PA19104     		None PC 2016 Fellowship 50,000
    St Jude Childrens Research Hospital
    12365 Lewis St
    Garden Grove,CA92840     		None PC 2016 Fellowship 50,000
    Land of the Free Foundation
    13191 Crossroads Pkwy SUite N
    City of Industry,CA91746     		None PC Charitable Contribution 150,000
    The Salvation Army
    615 Slaters Lane
    Alexandria,VA22313     		None PC 2017 Hurricanes 1,000,000
    Total .................................bullet 3a 2,531,435
    bApproved for future payment
    Total .................................bullet 3b  
    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 ...........     		    14 222,056  
    4 Dividends and interest from securities....     14 200,897  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 14,980,628  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aIncome from Passthrough     		    1 33,720  
    bRoyalty Income     1 35  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   15,437,336  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    15,437,336
    (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: 17005038
    Software Version: 2017v2.2


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2017 AccountingFeesSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Accounting Fees 13,050 6,525 6,525 6,525

    TY 2017 GeneralExplanationAttachment
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Identifier Return Reference Explanation
      General Explanation Supplemental Information for Form 990-PF Part VII-A Line 11:The Hartwell Foundation has direct ownership in the following entities. The entities below are investment partnerships and 100% of the activity is passive investment activity. Name EIN Ownership % ------------ ------------ ----------------14 Fund, LLC 81-3858725 72.69%14 All, LLC 47-5361935 83.34%

    TY 2017 InvestmentsOtherSchedule2
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Investment - Heritage Capital Gold AT COST 4,999,864 4,835,961

    TY 2017 LandEtcSchedule2
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Furniture and Fixtures 2,332 2,332    


    TY 2017 LegalFeesSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Legal Fees 96,761 0 0 96,761


    TY 2017 OtherAssetsSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Roxford One Receivable 9,361,408 6,565,604 6,565,604


    TY 2017 OtherDecreasesSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Description Amount
    Book/Tax Difference from Passthroughs 3,444,763


    TY 2017 OtherExpensesSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Collaboration Awards 1,254,173     1,254,173
    Computer Expense 44,297     44,297
    Dues & Subscription 432     432
    Education Expense 25,000     25,000
    Interview & Meeting Expense 32,689     32,689
    Investigator Awards 3,594,947     3,594,947
    Memphis Rental Expense 4,579 4,579 4,579  
    Office Expense 21,185     21,185
    Other Investment Expense 23,154 23,154 23,154  
    Stanford Autism Program 725,000     725,000


    TY 2017 OtherIncomeSchedule2
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Income from Passthrough 33,720 33,720 33,720
    Royalty Income 35 35 35


    TY 2017 OtherProfessionalFeesSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Hartwell Journal of Ideas 232,335 0 0 232,335
    Kids First 112,003 0 0 112,003
    Other Professional Services 72,086 0 0 72,086


    TY 2017 TaxesSchedule
    Name:
    The Hartwell Foundation Corporation
    EIN:
    06-1468749
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign Taxes 4,282 4,282 4,282  
    Payroll Taxes 73,350     73,350