Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 01-01-2019 , and ending 12-31-2019
Name of foundation
THE CARL M FREEMAN FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)111 ROCKVILLE PIKE NO 1100
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
ROCKVILLE, MD20850
A Employer identification number

52-6047536
B Telephone number (see instructions)

(240) 453-3000
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$108,510,853J 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) 39,968,570
2 Check bullet.............
3 Interest on savings and temporary cash investments 507 507  
4 Dividends and interest from securities... 1,166,789 1,166,789  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,756,337
b Gross sales price for all assets on line 6a 22,181,854
7 Capital gain net income (from Part IV, line 2)... 1,756,337
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 2,676 56  
12 Total. Add lines 1 through 11........ 42,894,879 2,923,689  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 222,061 21,745   200,316
14 Other employee salaries and wages...... 130,257 15,751   114,506
15 Pension plans, employee benefits....... 33,689 6,499   27,190
16a Legal fees (attach schedule)......... Click to see attachment 129,910 105,784   24,126
b Accounting fees (attach schedule)....... Click to see attachment 7,900 0   7,900
c Other professional fees (attach schedule).... Click to see attachment 394,661 355,742   38,919
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 32,700 0   0
19 Depreciation (attach schedule) and depletion... 66,669 0  
20 Occupancy.............. 25,554 0   25,554
21 Travel, conferences, and meetings....... 21,849 0   21,849
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 52,853 8,750   56,526
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,118,103 514,271   516,886
25 Contributions, gifts, grants paid....... 1,397,102 1,397,102
26 Total expenses and disbursements. Add lines 24 and 25 2,515,205 514,271   1,913,988
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 40,379,674
b Net investment income (if negative, enter -0-) 2,409,418
c Adjusted net income (if negative, enter -0-)...  
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......... 12,448,127 8,630,769 8,630,769
3 Accounts receivable bullet4,709
Less: allowance for doubtful accounts bullet     4,709 4,709
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.......... 159,688 144,497 144,497
10a Investments—U.S. and state government obligations (attach schedule) 1,165,642 Click to see attachment2,889,166 2,889,166
b Investments—corporate stock (attach schedule)....... 19,275,091 Click to see attachment39,104,195 39,104,195
c Investments—corporate bonds (attach schedule)....... 10,003,330 Click to see attachment9,582,602 9,582,602
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 14,015,822 Click to see attachment42,127,549 42,127,549
14 Land, buildings, and equipment: basis bullet6,887,857
Less: accumulated depreciation (attach schedule) bullet860,491 5,660,672 6,027,366 6,027,366
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 62,728,372 108,510,853 108,510,853
Liabilities 17 Accounts payable and accrued expenses.......... 16,186 16,768
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)......... 16,186 16,768
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........... 62,712,186 108,494,085
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 62,712,186 108,494,085
30 Total liabilities and net assets/fund balances (see instructions). 62,728,372 108,510,853
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
62,712,186
2
Enter amount from Part I, line 27a .....................
2
40,379,674
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
5,402,225
4
Add lines 1, 2, and 3 ..........................
4
108,494,085
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 29 .
6
108,494,085
Form 990-PF (2019)
Form 990-PF (2019)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES P 2018-12-31 2019-12-31
b CAPITAL GAIN DISTRIBUTION P 2018-12-31 2019-12-31
c CONDOMINIUM P 2013-06-30 2019-12-31
d
e
(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 21,632,495   20,144,432 1,488,063
b 111,359     111,359
c 438,000 144,455 425,540 156,915
d
e
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       1,488,063
b       111,359
c       156,915
d
e
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 1,756,337
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))
2018 2,507,727 57,063,367 0.043946
2017 2,196,332 45,905,795 0.047844
2016 1,623,989 42,451,447 0.038255
2015 1,308,681 42,288,921 0.030946
2014 2,960,033 42,131,243 0.070257
2
Total of line 1, column (d) .....................
2
0.231248
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
0.046250
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
59,721,832
5
Multiply line 4 by line 3......................
5
2,762,135
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
24,094
7
Add lines 5 and 6........................
7
2,786,229
8
Enter qualifying distributions from Part XII, line 4,.............
8
2,592,077
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 48,188
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 48,188
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 48,188
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 48,692
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 6,500
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 55,192
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 7,004
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet7,004 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMD
    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
     
    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 (2019)
    Form 990-PF (2019)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.CARLFREEMANFOUNDATION.ORG
    14
    The books are in care ofbulletBERNADETTE M DOWLING Telephone no.bullet (302) 436-6241

    Located atbullet31556 WINTERBERRY PARKWAYSELBYVILLEDE ZIP+4bullet19975
    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
     
     
    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
     
     
    .........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
    MICHELLE L FREEMAN CHAIRMAN/PRESIDENT
    14.00     		116,411 2,595 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    PATTI GRIMES EXECUTIVE DIRECTOR
    20.00     		86,980 4,266 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    CHRISTINE A SHREVE TREASURER/VICE CHAIRMAN/DIRECTOR
    4.00     		0 0 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    NICHOLAS FREEMAN SECRETARY/DIRECTOR
    4.00     		18,670 2,609 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    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
    BROADPOINT CONSTRUCTION LLC BUILDING CONTRACTOR 429,335
    37251 REHOBOTH AVENUE
    REHOBOTH BEACH,DE19971
    WEALTHSPIRE ADVISORY INVESTMENT FEES 109,378
    ONE PRESERVE PARKWAY 610
    ROCKVILLE,MD20852
    CHEVY CHASE BANK INVESTMENT FEES 103,733
    7501 WISCONSIN AVE 1500W
    BETHESDA,MD20814
    METHOD DESIGN ARCHITECTURE LLC ARCHITECTUAL DESIGN 91,707
    76 BEAVER STREET 2ND FL
    NEW YORK,NY10005
    MARVELOUS BY DESIGN (A MARVEL) RENOVATION 66,039
    38626 INDIAN STREET
    OCEAN VIEW,DE19970
    Total number of others receiving over $50,000 for professional services.............bullet3
    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 (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
    54,211,003
    b
    Average of monthly cash balances.......................
    1b
    6,346,326
    c
    Fair market value of all other assets (see instructions)................
    1c
    73,973
    d
    Total (add lines 1a, b, and c).........................
    1d
    60,631,302
    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
    60,631,302
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    909,470
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    59,721,832
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    2,986,092
    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
    2,986,092
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    48,188
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    48,188
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,937,904
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    2,937,904
    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
    2,937,904
    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
    1,913,988
    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
    678,089
    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
    2,592,077
    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
    2,592,077
    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 2,937,904
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2019:
    a From 2014...... 898,253
    b From 2015......  
    c From 2016......  
    d From 2017......  
    e From 2018......  
    fTotal of lines 3a through e........ 898,253
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 2,592,077
    a Applied to 2018, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2019 distributable amount..... 2,592,077
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2019. 345,827 345,827
    (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 5 552,426
    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 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2014 not
    applied on line 5 or line 7 (see instructions) ...     		552,426
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		0
    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
             
    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 e-mail address of the person to whom applications should be addressed:
    PATTI GRIMES
    31556 WINTERBERRY PARKWAY
    SELBYVILLE,DE19975
    (302) 436-3003
    bThe form in which applications should be submitted and information and materials they should include:
    THE APPLICATION PROCESS REQUIRES ELIGIBLE APPLICANTS TO SUBMIT ALL REQUIRED INFORMATION ON-LINE THROUGH THE CARL M. FREEMAN FOUNDATION WEBSITE.
    cAny submission deadlines:
    DEADLINES FOR THE TWO ANNUAL FACES GRANT CYCLES ARE PUBLISHED ON THE FOUNDATION WEBSITE.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOLLOWING RESTRICTIONS APPLY TO APPLICANTS: - APPLICANTS MUST BE AN IRS-RECOGNIZED 501(C)(3) TAX-EXEMPT, NONPROFIT ORGANIZATION IN GOOD STANDING, OR A PUBLIC AGENCY SPECIFICALLY SERVING THE RESIDENTS OF THE FUNDING AREA. - APPLICANTS APPLYING IN MONTGOMERY COUNTY, MD, MUST HAVE AN ANNUAL OPERATING BUDGET OF $750,000 OR LESS AND BE BASED IN MONTGOMERY COUNTY, MD. - APPLICANTS APPLYING IN SUSSEX COUNTY, DE, MUST HAVE AN ANNUAL OPERATING BUDGET OF $500,000 OR LESS AND BE BASED IN SUSSEX COUNTY, DE. AWARDS ARE NOT MADE TO: - INDIVIDUALS - POLITICAL ASSOCIATIONS OR CANDIDATES AWARDS ARE NOT MADE TO: - ORGANIZATIONS THAT WOULD DISBURSE FUNDING TO OTHER ORGANIZATIONS - ORGANIZATIONS THAT DISCRIMINATE ON THE BASIS OF RACE, CREED, GENDER, SEXUAL ORIENTATION, AGE, RELIGION, DISABILITY OR NATIONAL ORIGIN
    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
    ADL
    1100 CONNECTICUT AVE SUITE 1020
    WASHINGTON,DC20036     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    AMERICAN CANCER SOCIETY
    1315 MT HERMON ROAD
    SALISBURY,MD21804     		NONE PUBLIC CHARITY HEALTH 1,000
    AMERICAN HEART ASSOCIATION
    200 CONTINENTAL DRIVE SUITE101
    NEWARK,DE19713     		NONE PUBLIC CHARITY HEALTH 1,000
    ASPIRE COUNSELING
    16220 FREDERICK RD SUITE 502
    GAITHERSBURG,MD20877     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    ATLANTIC GENERAL HOSPITAL
    9733 HEALTHWAY DRIVE
    BERLIN,MD21811     		NONE PUBLIC CHARITY HEALTH 2,000
    ATTACK ADDICTION FOUNDATION
    PO BOX 36
    BEAR,DE19701     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    BALTIMORE ANIMAL RESCUE & CARE SHELTER
    301 STOCKHOLM STREET
    BALTIMORE,MD21230     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    BARBARA K BROOKS TRANSITION HOUSE INC
    52 BRAMHALL ST
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,053
    BEEBE MEDICAL FOUNDATION
    902 SAVANNAH ROAD
    LEWES,DE19958     		NONE PUBLIC CHARITY HEALTH 89,425
    BELIEVE IN TOMORROW CHILDREN'S FDTN-BALT
    6601 FREDERICK ROAD
    BALTIMORE,MD21228     		NONE PUBLIC CHARITY HEALTH 3,000
    BENDER JCC OF GREATER WASHINGTON
    6125 MONTROSE ROAD
    ROCKVILLE,MD208524857     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    BERLIN INTERMEDIATE SCHOOL
    309 FRANKLIN AVENUE
    BERLIN,MD21811     		NONE PUBLIC CHARITY EDUCATION 1,427
    BEST BUDDIES INTERNATIONAL INC
    101 N HAVEN STREET SUITE 205
    BALTIMORE,MD21224     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    BOONSBORO FREE LIBRARY
    PO BOX 174
    BOONSBORO,MD21713     		NONE PUBLIC CHARITY EDUCATION 3,000
    BUCKINGHAM ELEMENTARY SCHOOL
    100 BUCKINGHAM ROAD
    BERLIN,MD21811     		NONE PUBLIC CHARITY EDUCATION 951
    BULLIS SCHOOL
    10601 FALLS ROAD
    POTOMAC,MD20854     		NONE PUBLIC CHARITY EDUCATION 12,500
    BYTE BACK INC
    899 N CAPITOL ST SUITE 850
    WASHINGTON,DC20002     		NONE PUBLIC CHARITY EDUCATION 5,000
    CAL RIPKEN SR FOUNDATION
    1427 CLARKVIEW ROAD SUITE 100
    BALTIMORE,MD21209     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    CARINGMATTERS
    518 S FREDERICK AVE
    GAITHERSBURG,MD20877     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    CATHOLIC CHARITIES INC
    404 S BEDFORD STREET SUITE 9
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    CATHOLIC COALITION FOR SPECIAL EDUCATION
    10400 CONNECTICUT AVE SUITE 603
    KENSINGTON,MD20895     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    CHABAD OF OLNEY INC
    17320 GEORGIA AVENUE
    OLNEY,MD20832     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    CITYDANCE
    4000 ALBERMARLE ST NW SUITE 304
    WASHINGTON,DC20016     		NONE PUBLIC CHARITY ARTS 10,000
    CLOTHING OUR KIDS
    26582 JOHN J WILLIAMS HWY 2
    MILLSBORO,DE19966     		NONE PUBLIC CHARITY SOCIAL SERVICES 8,000
    COLORECTAL CANCER ALLIANCE
    1025 VERMONT AVE NW STE 1066
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY HEALTH 15,000
    COMMUNITY BRIDGES INC
    8757 SILVER SPRING AVE 540
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    COMMUNITY FOUNDATION FOR MONT COUNTY
    PO BOX 10231
    ROCKVILLE,MD20849     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    CONTRACTORS FOR A CAUSE
    33258 KENT AVENUE
    BETHANY BEACH,DE19930     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    CURE JM FOUNDATION
    PO BOX 45768
    BALTIMORE,MD212975768     		NONE PUBLIC CHARITY HEALTH 2,500
    DC COLLEGE ACCESS PROGRAM
    1425 K STREET NW SUITE 200
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY EDUCATION 10,000
    DC DIAPER BANK
    1532 A ST NE
    WASHINGTON,DC20002     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DE ALLIANCE FOR NONPROFIT ADVANCEMENT
    100 W 10TH STREET SUITE 1012
    WILMINGTON,DE19801     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DELAWARE BREAST CANCER COALITION-SUSSEX
    18977 MUNCHY BRANCH RD UNIT 1
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY HEALTH 19,000
    DELAWARE COMMUNITY FOUNDATION
    36 THE CIRCLE
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 12,000
    DELAWARE HOSPICE INC
    100 PATRIOTS WAY
    MILFORD,DE19963     		NONE PUBLIC CHARITY HEALTH 500
    DELAWARE SPORTS COMMISSION
    99 KINGS HIGHWAY
    DOVER,DE19901     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DELAWARE TECHNICAL COMMUNITY COLLEGE
    21179 COLLEGE DRIVE
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 15,600
    DELMAR ELEMENTARY SCHOOL
    811 SOUTH 2ND STREET
    DELMAR,MD21875     		NONE PUBLIC CHARITY EDUCATION 1,783
    DEL-MAR-VA COUNCIL BSA
    31901 TRI-COUNTY WAY SUITE 118
    SALISBURY,MD21804     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    DELMARVA TEEN CHALLENGE HOME OF HOPE
    PO BOX 1271
    SEAFORD,DE19973     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    DFRC INC
    640 PLAZA DR
    NEWARK,DE19702     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    DIAKONIA INC
    12747 OLD BRIDGE ROAD
    OCEAN CITY,MD21842     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    DIOCESAN COUNCIL INC (THE)
    DBA CAMP ARROWHEAD 35143 HOMESTEAD
    WAY
    LEWES,DE19958     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    DWDOC LLC
    PO BOX 333
    WILMINGTON,DE19899     		NONE PUBLIC CHARITY ARTS 280,000
    EAGLEBANK FOUNDATION (THE)
    7830 OLD GEORGETOWN RD
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    EASTER SEALS SERVING MDDCVA
    1420 SPRING STREET
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    FIRST TEE OF GREATER WASHINGTON DC (THE)
    2020 PENNSYLVANIA AVE NW 106
    WASHINGTON,DC20006     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    FOOD BANK OF DELAWARE
    1040 MATTLIND WAY
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    FOR 3 SISTERS INC
    18200 GEORGIA AVE 2ND FL STE H
    OLNEY,MD20832     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    FOUNDATION FOR DELMAR EDUCATION-THE
    200 N 8TH STREET
    DELMAR,MD19940     		NONE PUBLIC CHARITY EDUCATION 500
    FRANKLIN E WIMP HAMBURG GOLF MEMORIAL
    8 KNODE CIRCLE
    BOONSBORO,MD21713     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,500
    FREDERICK DOUGLASS ELEMENTARY SCHOOL
    1 SWAIN ROAD
    SEAFORD,DE19973     		NONE PUBLIC CHARITY EDUCATION 1,000
    FRIENDS OF THE SELBYVILLE PUBLIC LIBRARY
    PO BOX 31
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY EDUCATION 1,000
    FRUITLAND PRIMARY SCHOOL
    301 N DIVISION ST
    FRUITLAND,MD21826     		NONE PUBLIC CHARITY EDUCATION 1,014
    FUTURE LINK INC
    401 N WASHINGTON ST STE 100 OFFICE
    126
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    GAITHERSBURG HELP INC
    301 MUDDY BRANCH ROAD
    GAITHERSBURG,MD208783000     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    GEORGETOWN UNIVERSITY-MSB
    37 AND O STREETS NW
    WASHINGTON,DC20057     		NONE PUBLIC CHARITY EDUCATION 30,000
    GIGI'S PLAYHOUSE INC
    15316 DETROIT AVENUE
    LAKEWOOD,OH44107     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    GIRLS ON THE RUN DELAWARE INC
    615 WEST 18TH STREET
    WILMINGTON,DE19802     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    GREAT AND SMALL
    17320 MOORE RD
    BOYDS,MD20841     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    GREAT FUTURES FUND
    36932 SILICATO DRIVE SUITE 10
    MILLSBORO,DE19966     		NONE PUBLIC CHARITY SOCIAL SERVICES 3,500
    GREATER WASHINGTON COMM FOUNDATION
    8720 GEORGIA AVENUE SUITE 202
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    HALCYON HOUSE
    3400 PROSPECT STREET NW
    WASHINGTON,DC20007     		NONE PUBLIC CHARITY SOCIAL SERVICES 50,000
    HARRY K FOUNDATION
    313 S BOARDWALK
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 7,500
    HEADSTRONG PROJECT
    655 MADISON AVE 18TH FLOOR
    NEW YORK,NY10065     		NONE PUBLIC CHARITY SOCIAL SERVICES 25,000
    HOLTON-ARMS SCHOOL INC
    7303 RIVER ROAD
    BETHESDA,MD20817     		NONE PUBLIC CHARITY EDUCATION 75,000
    HOME OF THE BRAVE FOUNDATION INC
    6632 SHARPS ROAD
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    HOWARD T ENNIS SCHOOL
    20346 ENNIS ROAD
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 5,000
    IMMANUEL SHELTER INC
    17601 COASTAL HWY UNIT 11 431
    NASSAU,DE19969     		NONE PUBLIC CHARITY SOCIAL SERVICES 8,000
    IN HONOR OF HER
    PO BOX 855
    OLNEY,MD208300855     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,500
    INDIAN RIVER SOCCER CLUB
    32221 GUN ROAD
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY EDUCATION 1,000
    JAMES BEARD FOUNDATION
    167 WEST 12TH STREET
    NEW YORK,NY10011     		NONE PUBLIC CHARITY SOCIAL SERVICES 22,500
    JEWISH FEDERATION OF GREATER WASHINGTON
    6101 EXECUTIVE BLVD SUITE 100
    N BETHESDA,MD20852     		NONE PUBLIC CHARITY SOCIAL SERVICES 50,000
    JOHN M CLAYTON ELEMENTARY SCHOOL
    252 CLAYTON AVENUE
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY EDUCATION 5,000
    JOSEPH JEFFREY STEIN III FOUNDATION
    1 GRENOBLE PLACE
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    JOSHUA M FREEMAN FOUNDATION INC
    31556 WINTERBERRY PARKWAY
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY ARTS 5,000
    JUNIOR ACHIEVEMENT OF DELAWARE INC
    522 S WALNUT STREET
    WILMINGTON,DE19801     		NONE PUBLIC CHARITY EDUCATION 11,000
    KEEN GREATER DC
    PO BOX 341590
    BETHESDA,MD20827     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    KELLY ANNE DOLAN MEMORIAL FUND
    580 VIRGINIA DRIVE SUITE 110
    FORT WASHINGTON,PA19034     		NONE PUBLIC CHARITY HEALTH 5,000
    KENNEDY CENTER (THE)
    PO BOX 101510
    ARLINGTON,VA22210     		NONE PUBLIC CHARITY ARTS 35,000
    KENT-SUSSEX INDUSTRIES INC
    301 NORTH REHOBOTH BOULEVARD
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 3,500
    LANDON SCHOOL
    6101 WILSON LANE
    BETHESDA,MD208173199     		NONE PUBLIC CHARITY EDUCATION 36,000
    LEADERSHIP MONTGOMERY
    5910 EXECUTIVE BLVD ST 200
    ROCKVILLE,MD20852     		NONE PUBLIC CHARITY SOCIAL SERVICES 25,000
    LEUKEMIA & LYMPHOMA SOCIETY -DE
    1300 N GRANT AVENUE
    WILMINGTON,DE19806     		NONE PUBLIC CHARITY HEALTH 3,000
    LEUKEMIA & LYMPHOMA SOCIETY-VA
    3601 EISENHOWER AVE SUITE 450
    ALEXANDRIA,VA22304     		NONE PUBLIC CHARITY HEALTH 10,000
    LIFE WITH CANCER
    C/O SHAPIRO LIFSCHITZ SCHRAM 1742 N
    ST NW
    WASHINGTON,DC20036     		NONE PUBLIC CHARITY HEALTH 10,000
    LITERACY DELAWARE INC
    PO BOX 2083
    WILMINGTON,DE198992083     		NONE PUBLIC CHARITY EDUCATION 5,000
    LITTLE LEAGUE BASEBALL INC
    5 CLOVER DRIVE
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 20,000
    LIVING CLASSROOMS FOUNDATION
    515 M ST SE SUITE 222
    WASHINGTON,DC20003     		NONE PUBLIC CHARITY EDUCATION 5,000
    LYME DISEASE ASSOCIATION OF DELMARVA
    PO BOX 5360
    SALISBURY,MD21802     		NONE PUBLIC CHARITY HEALTH 5,500
    MANNA FOOD CENTER
    12301 OLD COLUMBIA PIKE STE 200
    SILVER SPRING,MD20904     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    MARTHA'S TABLE INC
    2375 ELVANS RD SE
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    MARY'S CENTER
    2333 ONTARIO RD NW
    WASHINGTON,DC20009     		NONE PUBLIC CHARITY HEALTH 10,000
    MID-ATLANTIC SYMPHONY ORCHESTRA SOCIETY
    PO BOX 3381
    EASTON,MD21601     		NONE PUBLIC CHARITY ARTS 500
    MIDDLEBURG FILM FESTIVAL
    PO BOX 1566
    MIDDLEBURG,VA20118     		NONE PUBLIC CHARITY ARTS 7,000
    MILTON LIONS FOUNDATION INC
    PO BOX 256
    MILTON,DE19968     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    MONTGOMERY COLLEGE FOUNDATION
    9221 CORPORATE BLVD 3RD FLOOR
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY EDUCATION 10,000
    MONTGOMERY COUNTY 4-H CLUB SHEEP & SWINE
    19300 HEMPSTONE AVE
    POOLESVILLE,MD20837     		NONE PUBLIC CHARITY SOCIAL SERVICES 965
    MONTGOMERY COUNTY BEEF 4-H CLUB
    5925 DAMASCUS ROAD
    LAYTONSVILLE,MD20882     		NONE PUBLIC CHARITY SOCIAL SERVICES 19,310
    NAMI MONTGOMERY COUNTY
    9210 CORPORATE BLVD SUITE 170
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    NATIONAL MUSEUM OF WOMEN IN THE ARTS
    1250 NEW YORK AVE NW
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY EDUCATION 10,000
    NATIONAL PHILHARMONIC ORCHESTRA & CHORALE
    THE MUSIC CENTER AT STRATHMORE 5301
    TUCKERMAN LANE
    ROCKVILLE,MD20852     		NONE PUBLIC CHARITY ARTS 5,000
    NEW HOPE REC AND DEVELOPMENT CTR INC
    12564 NORTH OLD STATE ROAD PO BOX
    310
    ELLENDALE,DE199412820     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    NONPROFIT VILLAGE CENTER INC (THE)
    12320 PARKLAWN DRIVE
    ROCKVILLE,MD20852     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    NOURISH NOW
    1111 TAFT STREET
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    NPLB OUTDOORS
    1200 MONTGOMERY STREET
    LAUREL,MD20707     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    OCEAN CITY ELEMENTARY SCHOOL
    12828 CENTER DRIVE
    OCEAN CITY,MD21842     		NONE PUBLIC CHARITY EDUCATION 747
    OLNEY HELP
    PO BOX 430
    OLNEY,MD20830     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    OLNEY THEATRE
    2001 OLNEY SANDY SPRING ROAD
    OLNEY,MD20832     		NONE PUBLIC CHARITY ARTS 10,000
    OUR LADY OF MERCY CATHOLIC SCHOOL
    9222 KENTSDALE DRIVE
    POTOMAC,MD20854     		NONE PUBLIC CHARITY EDUCATION 2,000
    PASSION FOR LEARNING INC
    1210 WOODSIDE PARKWAY
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY EDUCATION 5,000
    PATHWAYS TO SUCCESS INC
    31 THE CIRCLE SUITE A B
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    POCOMOKE ELEMENTARY SCHOOL
    2119 POCOMOKE BELTWAY
    POCOMOKE CITY,MD21851     		NONE PUBLIC CHARITY EDUCATION 575
    POCOMOKE MIDDLE SCHOOL
    800 8TH STREET
    POCOMOKE CITY,MD21851     		NONE PUBLIC CHARITY EDUCATION 510
    PREVENT CANCER FOUNDATION
    1600 DUKE STREET SUITE 500
    ALEXANDRIA,VA22314     		NONE PUBLIC CHARITY HEALTH 5,000
    PRIMEROS PASOS INC
    20648 SAVANNAH ROAD
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    PULMONARY HYPERTENSION ASSOCIATION
    801 ROEDER ROAD SUITE 1000
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY HEALTH 1,000
    RACKLIFFE HOUSE TRUST INC
    PO BOX 561
    BERLIN,MD21811     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    RAINBOW PLACE SHELTER FOR HOMELESS WOMEN
    ROCKVILLE PRESBYTERIAN CHURCH 215 W
    MONTGOMERY AVE
    ROCKVILLE,MD208502804     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    READ ALOUD DELAWARE
    108 N BEDFORD STREET
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 2,750
    RED WIGGLER FOUNDATION INC
    PO BOX 968
    CLARKSBURG,MD20871     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    ROXANA FIRE COMPANY
    35943 ZION CHURCH ROAD
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    SHOWELL ELEMENTARY SCHOOL
    11318 SHOWELL SCHOOL RD
    BERLIN,MD21811     		NONE PUBLIC CHARITY EDUCATION 302
    SNOW HILL MIDDLE SCHOOL
    522 COULBOURNE LANE
    SNOW HILL,MD21863     		NONE PUBLIC CHARITY EDUCATION 799
    SOME
    71 O STREET NW
    WASHINGTON,DC20001     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    SOUTHERN SUSSEX ROTARY CLUB
    PO BOX 92
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY SOCIAL SERVICES 700
    ST ANN'S - VIC DANCE
    33284 WALTSON WALK COURT PO BOX
    1035
    BETHANY BEACH,DE19930     		NONE PUBLIC CHARITY SOCIAL SERVICES 400
    ST MARY'S COLLEGE OF MARYLAND FOUNDATION
    18952 E FISHER RD
    ST MARYS CITY,MD20686     		NONE PUBLIC CHARITY EDUCATION 250
    STEPPING STONES SHELTER
    PO BOX 712
    ROCKVILLE,MD208480712     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    STRATHMORE HALL FOUNDATION INC
    5301 TUCKERMAN LANE
    N BETHESDA,MD20852     		NONE PUBLIC CHARITY ARTS 10,000
    SUSSEX COUNTY COUNCIL ESCROW ACCT
    2 THE CIRCLE
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 250
    THEARC
    1901 MISSISSIPPI AVE SUITE 101
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY ARTS 25,000
    TRINITY FOUNDATION
    PO BOX 1620
    SEAFORD,DE19973     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,716
    UNIVERSITY OF MARYLAND FOUNDATION (THE)
    6500 ROCK SPRINGS DRIVE SUITE 200
    BETHESDA,MD20817     		NONE PUBLIC CHARITY EDUCATION 10,000
    VFW POST 7234
    29265 MARSHY HOPE WAY
    OCEAN VIEW,DE19970     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    WASHINGTON BALLET (THE)
    3515 WISCONSIN AVE NW
    WASHINGTON,DC20016     		NONE PUBLIC CHARITY ARTS 10,000
    WEST SIDE NEW BEGINNINGS INC
    19801 NORWOOD STREET
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    WILDERNESS LEADERSHIP AND LEARNING INC
    1758 PARK RD NW
    WASHINGTON,DC20010     		NONE PUBLIC CHARITY EDUCATION 5,000
    WILLARDS ELEMENTARY SCHOOL
    36161 RICHLAND RD
    WILLARDS,MD21875     		NONE PUBLIC CHARITY EDUCATION 1,575
    WINCHESTER THURSTON SCHOOL
    555 MOREWOOD AVENUE
    PITTSBURGH,PA15213     		NONE PUBLIC CHARITY EDUCATION 1,000
    WOLF TRAP ANIMAL RESCUE
    PO BO 2753
    MERRIFIELD,VA22116     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    WORCESTER COUNTY HUMANE SOCIETY INC
    PO BOX 48
    BERLIN,MD21811     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,500
    WRESTLING TO BEAT THE STREETS DC
    12435 PARK POTOMAC AVE SUITE 500
    POTOMAC,MD20854     		NONE PUBLIC CHARITY SOCIAL SERVICES 14,500
    YMCA OF METROPOLITAN WASHINGTON
    9401 OLD GEORGETOWN ROAD
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    Total .................................bullet 3a 1,397,102
    bApproved for future payment
    BEEBE MEDICAL FOUNDATION
    902 SAVANNAH ROAD
    LEWWWW,DE19958     		NONE PUBLIC CHARITY HEALTH 125,850
    Total .................................bullet 3b 125,850
    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 ...........     		    14 507  
    4 Dividends and interest from securities....     14 1,166,789  
    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.....         731
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,756,337  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aK-1 ORDINARY BUSINESS INCOME     		900099 -2,896 18 56  
    bMISCELLANEOUS     01 4,785  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. -2,896 2,928,474 731
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    2,926,309
    (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.)
    11 MISCELLANEOUS INCOME
    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


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    Special Condition Description