Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
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 GEORGE L SHIELDS FOUNDATION INC
C/O ROBERT M REINER TREASURER
Number and street (or P.O. box number if mail is not delivered to street address)4416 EAST WEST HIGHWAY4TH FLOOR
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BETHESDA, MD208144568
A Employer identification number

52-1851638
B Telephone number (see instructions)

(301) 634-3125
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$29,246,253J 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 91,814 91,814  
4 Dividends and interest from securities... 494,200 494,200  
5a Gross rents............ 410,031 410,031  
b Net rental income or (loss) 407,985
6a Net gain or (loss) from sale of assets not on line 10 1,799,556
b Gross sales price for all assets on line 6a 13,005,700
7 Capital gain net income (from Part IV, line 2)... 1,799,556
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 125,840 0  
12 Total. Add lines 1 through 11........ 2,921,441 2,795,601  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 57,000 28,500   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 104,803 10,480   0
b Accounting fees (attach schedule)....... Click to see attachment 26,589 13,295   0
c Other professional fees (attach schedule).... Click to see attachment 4,000 2,000   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 47,185 15,904   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 234,176 4,649   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 473,753 74,828   0
25 Contributions, gifts, grants paid....... 1,946,000 1,946,000
26 Total expenses and disbursements. Add lines 24 and 25 2,419,753 74,828   1,946,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 501,688
b Net investment income (if negative, enter -0-) 2,720,773
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 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............. 10,000 4,998 4,998
2 Savings and temporary cash investments......... 634,004 692,585 692,585
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) 2,277,566 Click to see attachment615,974 609,405
b Investments—corporate stock (attach schedule)....... 17,029,514 Click to see attachment18,754,526 19,273,860
c Investments—corporate bonds (attach schedule)....... 1,515,428 Click to see attachment1,957,549 1,924,558
11 Investments—land, buildings, and equipment: basis bullet2,776,000
Less: accumulated depreciation (attach schedule) bullet   2,776,000 2,776,000 4,499,000
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 2,461,943 Click to see attachment2,398,947 2,236,283
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment5,564 Click to see attachment5,564
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 26,704,455 27,206,143 29,246,253
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 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
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 bullet
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 26,704,455 27,206,143
30 Total net assets or fund balances (see instructions)..... 26,704,455 27,206,143
31 Total liabilities and net assets/fund balances (see instructions). 26,704,455 27,206,143
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 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
26,704,455
2
Enter amount from Part I, line 27a .....................
2
501,688
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
27,206,143
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
27,206,143
Form 990-PF (2018)
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 CAPITAL GAIN DISTRIBUTIONS P 2001-01-01 2018-12-31
b AMERIPRISE 247 P 2001-01-01 2018-12-31
c AMERIPRISE 543 P 2001-01-01 2018-12-31
d AMERIPRISE 642 P 2001-01-01 2018-12-31
e AMERIPRISE 790 P 2001-01-01 2018-12-31
AMERIPRISE 844 P 2001-01-01 2018-12-31
AMERIPRISE 879 P 2001-01-01 2018-12-31
AM 879 MARKET DISCOUNT P 2001-01-01 2018-12-31
AMERIPRISE 937 P 2001-01-01 2018-12-31
AM 837 MARKET DISCOUNT P 2001-01-01 2018-12-31
ML 02091 P 2001-01-01 2018-12-31
CASH IN LIEU ML 091 P 2001-01-01 2018-12-31
ML 091 WASH SALE P 2001-01-01 2018-12-31
ML 02284 P 2001-01-01 2018-12-31
ML 284 WASH SALE P 2001-01-01 2018-12-31
ML 02285 P 2001-01-01 2018-12-31
CASH IN LIEU ML 285 P 2001-01-01 2018-12-31
CASH IN LIEU ML 286 P 2001-01-01 2018-12-31
ML 02286 P 2001-01-01 2018-12-31
ML 02287 P 2001-01-01 2018-12-31
ML 02288 P 2001-01-01 2018-12-31
ML 04013 P 2001-01-01 2018-12-31
ML 04014 P 2001-01-01 2018-12-31
CASH IN LIEU ML 015 P 2001-01-01 2018-12-31
ML 04015 P 2001-01-01 2018-12-31
ML 04016 P 2001-01-01 2018-12-31
CASH IN LIEU ML 016 P 2001-01-01 2018-12-31
ML 04017 P 2001-01-01 2018-12-31
ML 04018 P 2001-01-01 2018-12-31
ML 04218 P 2001-01-01 2018-12-31
CASH IN LIEU ML 018 P 2001-01-01 2018-12-31
CASH IN LIEU ML 218 P 2001-01-01 2018-12-31
MS 013500 P 2001-01-01 2018-12-31
MS 018355 P 2001-01-01 2018-12-31
MS 018355 WASH SALE P 2001-01-01 2018-12-31
MS 018356 P 2001-01-01 2018-12-31
MS 018356 WASH SALE P 2001-01-01 2018-12-31
MS 156369 P 2001-01-01 2018-12-31
MS 156369 WASH SALE P 2001-01-01 2018-12-31
MS 165123 P 2001-01-01 2018-12-31
MS 165123 WASH SALE P 2001-01-01 2018-12-31
MS 359-101 P 2001-01-01 2018-12-31
MS 147 P 2001-01-01 2018-12-31
MS 360-101 P 2001-01-01 2018-12-31
MS 360-101 WASH SALE P 2001-01-01 2018-12-31
HATTERAS P 2001-01-01 2018-12-31
(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 38,979 0   38,979
b 683,163 0 604,880 78,283
c 83,631 0 66,672 16,959
d 12,856 0 4,703 8,153
e 1,677,916 0 914,164 763,752
29,881 0 36,679 -6,798
628,516 0 635,509 -6,993
    1,255 -1,255
474,333 0 486,719 -12,386
    108 -108
714,537 0 678,248 36,289
626 0   626
16,420 0   16,420
808,606 0 818,379 -9,773
446 0   446
334,527 0 141,838 192,689
1 0   1
34 0   34
286,958 0 233,459 53,499
62,750 0 51,045 11,705
168,802 0 117,382 51,420
584,743 0 593,742 -8,999
232,702 0 149,200 83,502
26 0   26
124,278 0 110,251 14,027
176,549 0 128,365 48,184
13 0   13
284,227 0 219,427 64,800
222,724 0 187,956 34,768
255,000 0 234,450 20,550
12 0   12
38 0   38
87,404 0 47,675 39,729
375,106 0 390,391 -15,285
12,456 0   12,456
1,238,580 0 1,055,436 183,144
2,869 0   2,869
1,391,642 0 1,418,721 -27,079
357 0   357
944,524 0 1,007,667 -63,143
11,279 0   11,279
243,516 0 188,821 54,695
23,979 0   23,979
545,498 0 494,832 50,666
475 0   475
224,721 0 188,170 36,551
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       38,979
b       78,283
c       16,959
d       8,153
e       763,752
      -6,798
      -6,993
      -1,255
      -12,386
      -108
      36,289
      626
      16,420
      -9,773
      446
      192,689
      1
      34
      53,499
      11,705
      51,420
      -8,999
      83,502
      26
      14,027
      48,184
      13
      64,800
      34,768
      20,550
      12
      38
      39,729
      -15,285
      12,456
      183,144
      2,869
      -27,079
      357
      -63,143
      11,279
      54,695
      23,979
      50,666
      475
      36,551
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 1,799,556
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2017      
2016      
2015      
2014      
2013      
2
Total of line 1, column (d) .....................
2
 
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
 
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
 
5
Multiply line 4 by line 3......................
5
 
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
 
7
Add lines 5 and 6........................
7
 
8
Enter qualifying distributions from Part XII, line 4,.............
8
 
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)
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 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 54,415
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 54,415
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 54,415
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 34,080
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 25,650
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 59,730
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 13
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 5,302
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet5,302 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletDC
    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 .Click to see attachment
    8b
     
    No
    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 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletROBERT M REINER TREASURER Telephone no.bullet (301) 634-3125

    Located atbullet4416 EAST WEST HIGHWAY 4TH FLOORBETHESDAMD ZIP+4bullet208144568
    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 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
    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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 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.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    ANN SCHEIN CARLYSS PRES & DIRECTOR
    5.00     		45,000 0 0
    4416 EAST WEST HIGHWAY 4TH FLOOR
    BETHESDA,MD208144568
    ROBERT M REINER SECRETARY/TREAS
    5.00     		0 0 0
    4416 EAST WEST HIGHWAY 4TH FLOOR
    BETHESDA,MD208144568
    BRUCE MACDONALD DIRECTOR
    2.00     		4,000 0 0
    4416 EAST WEST HIGHWAY 4TH FLOOR
    BETHESDA,MD208144568
    CAROLYN MOORE DIRECTOR
    2.00     		4,000 0 0
    4416 EAST WEST HIGHWAY 4TH FLOOR
    BETHESDA,MD208144568
    ROBERT BRENENGEN DIRECTOR
    2.00     		4,000 0 0
    4416 EAST WEST HIGHWAY 4TH FLOOR
    BETHESDA,MD208144568
    ERMA MEDGYESY DIRECTOR
    2.00     		0 0 0
    4416 EAST WEST HIGHWAY 4TH FLOOR
    BETHESDA,MD208144568
    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
     
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    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
    SELZER GURVITCH RABIN WERTHEIMER & POLOTT LEGAL SERVICES 104,803
    4416 EAST WEST HIGHWAY
    BETHESDA,MD20814
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    25,707,325
    b
    Average of monthly cash balances.......................
    1b
    1,000,550
    c
    Fair market value of all other assets (see instructions)................
    1c
    4,999,000
    d
    Total (add lines 1a, b, and c).........................
    1d
    31,706,875
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    31,706,875
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    475,603
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    31,231,272
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,561,564
    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.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,561,564
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    54,415
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    54,415
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,507,149
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,507,149
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,507,149
    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
    1,946,000
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,946,000
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,946,000
    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)
    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 1,507,149
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 540,506
    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......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,946,000
    a Applied to 2017, but not more than line 2a 540,506
    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..... 1,405,494
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		101,655
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (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 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    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)
    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)
    aPaid during the year
    ADVOCATES FOR HOMELESS FAMILIES
    216 ABRECHT PLACE
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    ALLIANCE FOR CHOICE IN EDUCATION
    1201 E COLFAX AVE SUITE 302
    DENVER,CO80218     		NONE PUBLIC FOR PROGRAM SERVICES 30,000
    AMERICAN CANCER SOCIETY
    PO BOX 22358
    OKLAHOMA CITY,OK731231358     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    AMERICAN RED CROSS
    PO BOX 37839
    BOONE,IA500370839     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    AMERICARES FOUNDATION INC
    88 HAMILTON AVENUE
    STAMFORD,CT06902     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    ANACOSTIA RIVERKEEPER INC
    515 M STREET SE SUITE 218
    WASHINGTON,DC20003     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    ARENA STAGE
    1101 SIXTH STREET SW
    WASHINGTON,DC20024     		NONE PUBLIC FOR PROGRAM SERVICES 8,000
    ARRUPE JESUIT HIGH SCHOOL
    4343 UTICA STREET
    DENVER,CO80212     		NONE PUBLIC FOR PROGRAM SERVICES 30,000
    ART STUDENTS LEAGUE OF DENVER
    200 GRANT STREET
    DENVER,CO80203     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    ASTRAL ARTISTIC SERVICES
    230 S BROAD STREET SUITE 300
    PHILADELPHIA,PA19102     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    AUDUBON CANYON RANCH
    4900 SHORELINE HIGHWAY ONE
    STINSON BEACH,CA94970     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    AUDUBON SOCIETY OF GREATER DENVER
    9308 S WADSWORTH BOULEVARD
    LITTLETON,CO80128     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    BIODYNAMIC FARMING & GARDENING ASSOC
    PO BOX 557
    EAST TROY,WI53120     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    BLESSINGS IN A BACKPACK
    PO BOX 3508
    FREDERICK,MD21705     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    BRAIDED RIVER
    1001 SW KLICKITAT WAY SUITE 201
    SEATTLE,WA98134     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    BRIDGE THE GAP
    PO BOX 1390
    SAUSALITO,CA94965     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    CANAL COMMUNITY ALLIANCE
    91 LARKSPUR STREET
    SAN RAFAEL,CA94901     		NONE PUBLIC FOR PROGRAM SERVICES 16,000
    CHESAPEAKE BAY FOUNDATION
    6 HERNDON AVENUE
    ANNAPOLIS,MD21403     		NONE PUBLIC FOR PROGRAM SERVICES 50,000
    CHICAGO LIGHTS
    126 E CHESTNUT STREET
    CHICAGO,IL60611     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    CHILDREN'S HOSPITAL FOUNDATION
    801 ROEDER ROAD SUITE 300
    SILVER SPRING,MD20910     		NONE PUBLIC FOR PROGRAM SERVICES 50,000
    CIVIC ORCHESTRA OF CHICAGO
    220 SOUTH MICHIGAN AVENUE
    CHICAGO,IL60604     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    COLORADO SKI AND SNOWBOARD MUSEUM
    231 SOUTH FRONTAGE ROAD EAST
    VAIL,CO81657     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    CONCERT ARTISTS OF BALTIMORE
    1114 ST PAUL STREET
    BALTIMORE,MD21202     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    DOCTORS WITHOUT BORDERS USA
    40 RECTOR STREET 16TH FLOOR
    NEW YORK,NY10006     		NONE PUBLIC FOR PROGRAM SERVICES 50,000
    EARTH CONSERVATION CORPS
    2000 HALF STREET SW
    WASHINGTON,DC20024     		NONE PUBLIC FOR PROGRAM SERVICES 100,000
    EQUAL JUSTICE AMERICA
    13540 E BOUNDARY RD STE 204
    MIDLOTHIAN,VA23112     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    EXPLORING THE METROPOLIS INC
    205 LEXINGTON AVE 17TH FLOOR
    NEW YORK,NY10016     		NONE PUBLIC FOR PROGRAM SERVICES 17,500
    FAIR CHANCE
    2001 SSTREET NW SUITE 310
    WASHINGTON,DC20009     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    FAMILY HOMESTEAD
    PO BOX 40186
    DENVER,CO80204     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    FIGHT 4 DIABETES CURE
    10524 DETRICK AVENUE
    KENSINGTON,MD20895     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    FRED SOMMER ACES TENNIS SCHOLARSHIP INC
    14501 HOMECREST ROAD
    SILVER SPRING,MD20906     		NONE PUBLIC FOR PROGRAM SERVICES 2,500
    FREDERICK COMMUNITY COLLEGE FOUNDATION INC
    7932 OPOSSUMTOWN PIKE
    FREDERICK,MD21702     		NONE PUBLIC FOR PROGRAM SERVICES 72,000
    FREDERICK RESCUE MISSION
    419 WEST SOUTH STREET
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 200,000
    GEORGE WASHINGTON'S MOUNT VERNON
    PO BOX 110
    MOUNT VERNON,VA22121     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    GIRLS INC
    626 WASHINGTON AVENUE
    HAGERSTOWN,MD21740     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    GLIDE MEM U METHODIST CHURCH
    330 ELLIS STREET
    SAN FRANCISCO,CA94102     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    GOLDIE'S PLACE
    5705 N LINCOLN AVENUE
    CHICAGO,IL60659     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    HABITAT FOR HUMANITY EAST BAY
    2619 BROADWAY
    OAKLAND,CA94612     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    HABITAT FOR HUMANITY OF COASTAL FAIRFIELD CO
    1542 BARNUM AVENUE
    BRIDGEPORT,CT06610     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    HANDICAPPED CHILDREN OF AFGANISTAN
    4695 SOUTH MONACO STREET
    DENVER,CO80237     		NONE PUBLIC FOR PROGRAM SERVICES 30,000
    HAVE DREAMS
    515 BUSSE HIGHWAY SUITE 150
    PARK RIDGE,IL60068     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    HEADSTRONG PROJECT INC
    655 MADISON AVENUE 18TH FLOOR
    NEW YORK,NY10065     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    HIGHLINE CANAL CONSERVANCY
    915 SOUTH PEARL STREET
    DENVER,CO80209     		NONE PUBLIC FOR PROGRAM SERVICES 40,000
    HOPE CONNECTIONS FOR CANCER SUPPORT
    BEAUMONT HOUSE AT FASEB 9650
    ROCKVILLE PIKE
    BETHESDA,MD20814     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    HOUSING AUTHORITY OF THE CITY OF FREDERICK
    209 MADISON STREET
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    LAWSON HOUSE FOR LIFE DEVELOPMENT
    30 W CHICAGO AVENUE
    CHICAGO,IL60654     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    LEADERSHIP CONSERVATORY FOUNDATION INC
    2960 TALON DRIVE
    CLEARWATER,FL33761     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    LEUKEMIA & LYMPHOMA SOCIETY
    954 W WASHINGTON BLVD SUITE 305
    CHICAGO,IL60607     		NONE PUBLIC FOR PROGRAM SERVICES 35,000
    MANNES COLLEGE THE NEW SCHOOL OF MUSIC
    79TH FIFTH AVENUE 17TH FLOOR
    NEW YORK,NY10003     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    MARYLAND ENSEMBLE THEATER
    31 W PATRICK STREET
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    MARYLAND LEADERSHIP SEMINAR FOUNDATION
    1133 DULANEY GATE CIRCLE
    COCKEYSVILLE,MD21030     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    MARYLAND LEGAL AID
    22 S MARKET ST SUITE 11
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    MAXFUND ANIMAL ADOPTION CENTER
    720 WEST 10TH AVENUE
    DENVER,CO80204     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    MICHIGAN TECH UNIVERSITY
    1400 TOWNSEND DRIVE
    HOUGHTON,MO49931     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    MIRIAM'S KITCHEN
    2401 VIRGINIA AVENUE NW
    WASHINGTON,DC20037     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    MISSION OF MERCY
    22 SOUTH MARKET STREET SUITE 6D
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    MUSIC IN SCHOOLS TODAY
    582 MARKET STREET SUITE 213
    SAN FRANCISCO,CA94104     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    POTOMAC CONSERVANCY
    8403 COLESVILLE RD SUITE 805
    SILVER SPRING,MD20910     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    PROJECT ANGEL HEART
    4950 WASHINGTON STREET
    DENVER,CO80216     		NONE PUBLIC FOR PROGRAM SERVICES 6,000
    RAY OF HOPE CANCER FOUNDATION
    3455 RINGSBY COURT 111
    DENVER,CO80216     		NONE PUBLIC FOR PROGRAM SERVICES 70,000
    REBUILDING TOGETHER MONTGOMERY CO
    18225-A FLOWER HILL WAY
    GAITHERSBURG,MD20879     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    RIVERSIDE SYMPHONY
    225 WEST 99TH STREET
    NEW YORK,NY10025     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    RUSSIAN RIVERKEEPER
    PO BOX 1335
    HEALDSBURG,CA95448     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    SAINT SEBASTIAN PROJECT DENVER
    9816 E CRESTLINE CIRCLE
    GREENWOOD VILLAGE,CO80111     		NONE PUBLIC FOR PROGRAM SERVICES 11,000
    SF-MARIN COMMUNITY FOOD BANK
    900 PENNSYLVANIA AVENUE
    SAN FRANCISCO,CA94107     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    SOME
    71 O STREET NW
    WASHINGTON,DC20001     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    SUNBURST PROJECTS
    2143 HURLEY WAY SUITE 240
    SACRAMENTO,CA95825     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    TAHIRIH JUSTICE CENTER
    6402 ARLINGTON BLVD SUITE 300
    FALLS CHURCH,VA22042     		NONE PUBLIC FOR PROGRAM SERVICES 50,000
    TEAM PROGRAM TAMISCAL HS
    305 DOHERTY DRIVE
    LARKSPUR,CA94939     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    THE COLORADO SYMPHONY
    1000 14TH STREET 15
    DENVER,CO80202     		NONE PUBLIC FOR PROGRAM SERVICES 15,000
    THE HOMELESS GARDEN PROJECT
    PO BOX 617
    SANTA CRUZ,CA95061     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    THE JUILLIARD SCHOOL
    60 LINCOLN CENTER PLAZA
    NEW YORK,NY10023     		NONE PUBLIC FOR PROGRAM SERVICES 80,000
    THE NATURE CONSERVANCY
    425 BARLOW PLACE SUITE 100
    BETHESDA,MD20814     		NONE PUBLIC FOR PROGRAM SERVICES 30,000
    THE PATRICK & SHIRLEY RYAN OPERA CENTER
    20 N WACKER DRIVE SUITE 860
    CHICAGO,IL60606     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    THE RELIGIOUS COALITION FOR EMERGENCY HUMAN NEEDS
    27 DEGRANGE ST
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    THRESHOLDS
    4101 NORTH RAVENSWOOD AVE
    CHICAGO,IL60613     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    TRIPS FOR KIDS
    610 4TH STREET
    SAN RAFAEL,CA94901     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    UNIVERSITY OF PENNSYLVANIA
    3451 WALNUT STREET ROOM 433
    PHILADEPHIA,PA19104     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    WILD ANIMAL SANCTUARY
    1946 COUNTY ROAD 53
    KEENSBURG,CO80643     		NONE PUBLIC FOR PROGRAM SERVICES 30,000
    BABIES NOW FOUNDATION
    5082 E HAMPDEN AVE SUITE 161
    DENVER,CO80222     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    CHICAGO JESUIT ACADEMY
    5058 WEST JACKSON BOULEVARD
    CHICAGO,IL606444324     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    THE CHILDREN'S INN AT NIH INC
    7 WEST DRIVE
    BETHESDA,MD20814     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    CROHN'S & COLITIS FOUNDATION OF AMERICA INC
    733 THIRD AVE SUITE 510
    NEW YORK,NY10017     		NONE PUBLIC FOR PROGRAM SERVICES 2,000
    DENVER CHILDREN'S HOME
    1501 ALBION ST
    DENVER,CO80220     		NONE PUBLIC FOR PROGRAM SERVICES 40,000
    FRANCISCAN OUTREACH
    1645 W LEMOYNE STREET
    CHICAGO,IL60622     		NONE PUBLIC FOR PROGRAM SERVICES 20,000
    HIGH FIVES FOUNDATION
    10775 PIONEER TRAIL SUITE 108
    TRUCKEE,CA96161     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    HISTORICAL SOCIETY OF FREDERICK COUNTY
    24 EAST CHURCH STREET
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    HOOD COLLEGE
    401 ROSEMONT AVE
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    INDEPENDENT FILMMAKER PROJECT
    30 JOHN STREET
    BROOKLYN,NY11201     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    INTERFAITH HOUSING ALLIANCE INC
    5301 BUCKEYSTOWN PIKE SUITE 320
    FREDERICK,MD21704     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    MANNA FOOD CENTER
    9311 GAITHER ROAD
    GAITHERSBURG,MD20877     		NONE PUBLIC FOR PROGRAM SERVICES 500
    MEALS OF MARIN
    185 NORTH REDWOOD DR SUITE 140
    SAN RAFAEL,CA94903     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    MENTAL HEALTH ASSOCIATION OF FREDERICK COUNTY
    226 SOUTH JEFFERSON STREET
    FREDERICK,MD21701     		NONE PUBLIC FOR PROGRAM SERVICES 25,000
    MONTGOMERY COUNTY HUMANE SOCIETY
    601 S STONESTREET AVE
    ROCKVILLE,MD20850     		NONE PUBLIC FOR PROGRAM SERVICES 500
    PEABODY INSTITUTE
    1 EAST MOUNT VERNON PLACE
    BALITMORE,MD21202     		NONE PUBLIC FOR PROGRAM SERVICES 50,000
    STUDENT HOMELESSNESS INITIATIVE PARTNERSHIP OF FREDERICK COUNTY
    PO BOX 1629
    FREDERICK,MD21702     		NONE PUBLIC FOR PROGRAM SERVICES 3,000
    THE CHICAGO HELP INITIATIVE
    440 NORTH WELLSSUITE 440
    CHICAGO,IL60654     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    THE HOLTON FUND
    7303 RIVER ROAD
    BETHESDA,MD20817     		NONE PUBLIC FOR PROGRAM SERVICES 50,000
    WAYPOINT CHILDREN'S FOUNDATION
    30100 TOWN CENTER DR SUITE Y
    LAGUNA NIGUEL,CA92677     		NONE PUBLIC FOR PROGRAM SERVICES 5,000
    METROPOLITAN FAMILY SERVICES
    ONE NORTH DEARBORN SUITE 1000
    CHICAGO,IL606024322     		NONE PUBLIC FOR PROGRAM SERVICES 10,000
    Total .................................bullet 3a 1,946,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    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
    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 91,814  
    4 Dividends and interest from securities....     14 494,200  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 407,985  
    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 1,799,556  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aSECURITIES SETTLEMENTS     		  666 14    
    bPARTNERSHIP INC. FROM K-1   125,174 14    
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 125,840 2,793,555 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    2,919,395
    (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 (2018)
    Form 990-PF (2018)
    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 (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LINTON SHAFER WARFIELD & GARRETT, P.A. 26,589 13,295   0

    TY 2018 ExplnOfNonFilingWithAGStmt
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Statement:
    DC NONPROFIT ORGANIZATIONS ARE NOT REQUIRED TO FILE A COPY OF THEIR TAX RETURN WITH THE OFFICE OF TAX AND REVENUE.

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CORPORATE BONDS 1,957,549 1,924,558

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CORPORATE COMMON STOCKS 12,404,528 13,115,440
    MUTUAL AND HEDGE FUNDS 6,349,998 6,158,420

    TY 2018 InvestmentsGovtObligationsSch
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    US Government Securities - End of Year Book Value:

    615,974
    US Government Securities - End of Year Fair Market Value:

    609,405
    State & Local Government Securities - End of Year Book Value:


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


    0


    TY 2018 InvestmentsOtherSchedule2
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    OTHER INVESTMENTS AT COST 2,398,947 2,236,283

    TY 2018 LegalFeesSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    SELZER GURVITCH 104,803 10,480   0


    TY 2018 OtherAssetsSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED INCOME RECEIVABLE   5,564 5,564


    TY 2018 OtherExpensesSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INSURANCE 2,148 215   0
    DUES AND SUBSCRIPTIONS 980 98   0
    BOARD OF DIRECTORS' MEETING EXP. 28,124 281   0
    BROKERS' MANAGEMENT FEES 200,878 2,009   0
    MANAGEMENT FEES 2,046 2,046   0


    TY 2018 OtherIncomeSchedule2
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    SECURITIES SETTLEMENTS 666 0 666
    PARTNERSHIP INC. FROM K-1 125,174 0 125,174


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    VALUATION SERVICES 4,000 2,000   0


    TY 2018 TaxesSchedule
    Name:
    THE GEORGE L SHIELDS FOUNDATION INC
     
    C/O ROBERT M REINER TREASURER
    EIN:
    52-1851638
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL TAXES 3,443 1,721   0
    FOREIGN TAXES 14,183 14,183   0
    TAX ON INVESTMENT INCOME 29,559 0   0