Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 12-01-2018 , and ending 11-30-2019
Name of foundation
Merle Chambers Fund
 
Number and street (or P.O. box number if mail is not delivered to street address)3200 E Cherry Creek South Dr No 540
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Denver, CO80209
A Employer identification number

84-0929410
B Telephone number (see instructions)

(303) 839-4620
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$77,896,881J 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      
4 Dividends and interest from securities... 452,970 452,970  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,477,109
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 1,477,109
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 79,368 77,440  
12 Total. Add lines 1 through 11........ 2,009,447 2,007,519  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 166,064 0   166,064
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 27,542 0   27,542
16a Legal fees (attach schedule)......... Click to see attachment 4,103 756   3,347
b Accounting fees (attach schedule)....... Click to see attachment 22,746 5,400   17,346
c Other professional fees (attach schedule).... Click to see attachment 58,802 50,714   8,088
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 48,759 7,759   0
19 Depreciation (attach schedule) and depletion... 861,719 0  
20 Occupancy..............        
21 Travel, conferences, and meetings....... 2,284 0   2,284
22 Printing and publications.......... 190 0   190
23 Other expenses (attach schedule)....... Click to see attachment 17,081 0   17,081
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,209,290 64,629   241,942
25 Contributions, gifts, grants paid....... 1,222,231 1,222,231
26 Total expenses and disbursements. Add lines 24 and 25 2,431,521 64,629   1,464,173
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -422,074
b Net investment income (if negative, enter -0-) 1,942,890
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.............      
2 Savings and temporary cash investments......... 1,858,082 816,688 816,688
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 9,896,005 Click to see attachment11,527,228 17,526,512
c Investments—corporate bonds (attach schedule)....... 5,679,323 Click to see attachment5,837,476 5,819,522
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 16,187,871 Click to see attachment15,879,534 21,111,845
14 Land, buildings, and equipment: basis bullet33,914,892
Less: accumulated depreciation (attach schedule) bullet1,292,578 33,484,033 Click to see attachment32,622,314 32,622,314
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 67,105,314 66,683,240 77,896,881
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 67,105,314 66,683,240
30 Total net assets or fund balances (see instructions)..... 67,105,314 66,683,240
31 Total liabilities and net assets/fund balances (see instructions). 67,105,314 66,683,240
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
67,105,314
2
Enter amount from Part I, line 27a .....................
2
-422,074
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
66,683,240
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
66,683,240
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 Gain on sale of publicly traded securities      
b Cerberus International LTD P    
c Brinson Partnerships P    
d Davidson Kempner Institutional P    
e GQG Emerging Markets Equity Fund P    
Newport Asia P    
Renaissance Institutional Diversified Alpha Fund P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a       867,959
b       61,395
c       118,488
d       144,406
e       -194,912
      469,224
      10,549
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       867,959
b       61,395
c       118,488
d       144,406
e       -194,912
      469,224
      10,549
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 1,477,109
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 2,213,538 42,133,329 0.052537
2016 13,277,635 49,452,086 0.268495
2015 13,216,624 49,823,244 0.265270
2014 4,719,889 57,388,578 0.082244
2013 11,071,482 59,164,520 0.187130
2
Total of line 1, column (d) .....................
2
0.855676
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
0.171135
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
43,210,723
5
Multiply line 4 by line 3......................
5
7,394,867
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
19,429
7
Add lines 5 and 6........................
7
7,414,296
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,464,173
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 38,858
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 38,858
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 38,858
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 42,382
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 42,382
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 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 3,524
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet3,524 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)
    bulletCO
    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 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
    Yes
     
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletchambersfund.org
    14
    The books are in care ofbulletJoel Ours Controller Telephone no.bullet (303) 839-4608

    Located atbullet3200 E Cherry Creek South DriveSuite 540DenverCO ZIP+4bullet80209
    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
    Merle C Chambers Chair/President
    12.00     		0 0 0
    3200 E Cherry Creek South Drive
    Suite 540
    Denver,CO80209
    Letty Bass Secretary/Executive Dir. thru 6.30.19
    40.00     		135,178 13,338 0
    3200 E Cherry Creek South Drive
    Suite 540
    Denver,CO80209
    Sally Leibbrandt Treasurer
    3.00     		0 0 0
    3200 E Cherry Creek South Drive
    Suite 540
    Denver,CO80209
    Donald Hopkins Director
    0.50     		0 0 0
    3200 E Cherry Creek South Drive
    Suite 540
    Denver,CO80209
    Marla Williams Director
    0.50     		0 0 0
    3200 E Cherry Creek South Drive
    Suite 540
    Denver,CO80209
    Katharine Arnold Secretary from 7.1.2019
    3.00     		30,886 1,680 0
    3200 E Cherry Creek South Drive
    Suite 540
    Denver,CO80209
    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 (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
    Monticello & Associates Investment advisor 50,000
    1800 Larimer St Suite 2100
    Denver,CO80202
    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
    42,560,730
    b
    Average of monthly cash balances.......................
    1b
    1,308,024
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    43,868,754
    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
    43,868,754
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    658,031
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    43,210,723
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    2,160,536
    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
    2,160,536
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    38,858
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    38,858
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,121,678
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    2,121,678
    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
    2,121,678
    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
    1,464,173
    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
    1,464,173
    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
    1,464,173
    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 2,121,678
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 8,299,010
    b From 2014...... 1,890,076
    c From 2015...... 10,846,418
    d From 2016...... 11,067,829
    e From 2017...... 128,490
    fTotal of lines 3a through e........ 32,231,823
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,464,173
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 1,464,173
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 657,505 657,505
    (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 31,574,318
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		7,641,505
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		23,932,813
    10 Analysis of line 9:
    a Excess from 2014.... 1,890,076
    b Excess from 2015.... 10,846,418
    c Excess from 2016.... 11,067,829
    d Excess from 2017.... 128,490
    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).)
    Merle C Chambers
    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
    American Red Cross
    431 18th Street NW
    Washington,DC20006     		  Public Charity Hurricane Dorian Relief Fund 100
    The Aspen Institute
    2300 N Street NW 700
    Washington,DC200371122     		  Public Charity Ascend at the Aspen Institute 200,000
    The Bell Policy Center
    1905 Sherman Street Suite 900
    Denver,CO80203     		  Public Charity General Support 150,000
    The Bell Policy Center
    1905 Sherman Street Suite 900
    Denver,CO80203     		  Public Charity General Support for Development Consultant 19,000
    Central City Opera House Association
    PO Box 1212
    Wheat Ridge,CO80034     		  Public Charity General Support 1,000
    Clayton Early Learning
    3801 Martin Luther King Boulevard
    Denver,CO80205     		  Public Charity Colorado Early Learning Policy Initiative 10,000
    Colorado Ballet
    1075 Santa Fe Drive
    Denver,CO80204     		  Public Charity General Support 10,000
    Colorado Center on Law and Policy
    789 Sherman Street Suite 300
    Denver,CO80203     		  Public Charity General Support 25,000
    Colorado Children's Campaign
    1580 Lincoln Street Suite 420
    Denver,CO80203     		  Public Charity General Support 25,050
    Colorado Children's Campaign
    1580 Lincoln Street Suite 420
    Denver,CO80203     		  Public Charity Event Support 500
    Colorado Civic Engagement Roundtable
    1120 Lincoln Suite 900
    Denver,CO80203     		  Public Charity Vision 2020 20,000
    Colorado Fiscal Institute
    1905 Sherman Street Suite 225
    Denver,CO80203     		  Public Charity General Support 25,000
    Colorado Public Radio
    7409 S Alton Court
    Centennial,CO80112     		  Public Charity General Support 100
    Colorado Symphony Association
    1000 14th Street No 15
    Denver,CO80202     		  Public Charity General Support 10,000
    Communities Foundation of Oklahoma
    2932 NW 122nd Street Suite D
    Oklahoma City,OK731201955     		  Public Charity Women's Foundation of Oklahoma 25,000
    Community Resource Center
    789 Sherman Street Suite 210
    Denver,CO80203     		  Public Charity Participation Project 25,000
    Curious Theatre Company
    1080 Acoma Street
    Denver,CO802044035     		  Public Charity General Support 100
    Denver Art Museum
    100 West 14th Avenue Parkway
    Denver,CO80204     		  Public Charity Vision 2021 Capital Campaign 200,000
    Early Milestones Colorado
    1600 Downing Street Suite 750
    Denver,CO80218     		  Public Charity General Support 25,000
    Cobalt Foundation
    PO Box 22485
    Denver,CO802220485     		  Public Charity General Support 35,000
    Global Fund for Women
    800 Market Street Seventh Floor
    San Francisco,CA94102     		  Public Charity General Support 10,000
    Juvenile Diabetes Research Foundation
    2727 Bryant Street Suite 380
    Denver,CO80211     		  Public Charity General Support 75
    Metro Caring
    1100 East 18th Avenue
    Denver,CO80218     		  Public Charity General Support 125
    Montana Community Foundation
    33 South Last Chance Gulch Suite 2A
    Helena,MT59601     		  Public Charity Women's Foundation of Montana 25,000
    New Era Colorado Foundation
    PO Box 181153
    Denver,CO80218     		  Public Charity General Support 25,000
    North Shore Country Day School
    310 Green Bay Road
    Winnetka,IL600934094     		  Public Charity General Support 1,000
    Opera Colorado
    4121 South Navajo Street Suite 100
    Englewood,CO80110     		  Public Charity General Support 10,000
    Parent Possible
    800 Grant Street Suite 200
    Denver,CO802032944     		  Public Charity Vroom in Colorado 20,000
    Philanthropy Colorado
    5855 Wadsworth Bypass Unit A
    Arvada,CO80003     		  Public Charity Foundation Membership 2,565
    Planned Parenthood of the Rocky Mountains
    7155 East 38th Avenue
    Denver,CO80207     		  Public Charity General Support 10,000
    Political Research Associates
    1310 Broadway Suite 201
    Somerville,MA02144     		  Public Charity General Support 5,000
    Rose Community Foundation
    600 S Cherry Street Suite 1200
    Denver,CO802461712     		  Public Charity General Support for Together We Count 25,000
    The Symphony Fund
    1000 14th Street 15
    Denver,CO802022333     		  Public Charity It Takes an Orchestra Endowment Campaign 100,000
    UC Berkeley Foundation
    1995 University Avenue Suite 401
    Berkeley,CA947204200     		  Public Charity Center on Civility and Democratic Engagement 50,000
    UC Berkeley Foundation
    1995 University Avenue Suite 401
    Berkeley,CA947204200     		  Public Charity General Support 1,000
    UC Hastings Foundation
    200 McAllister Street
    San Francisco,CA941029870     		  Public Charity General Support 1,066
    UC Hastings Foundation
    200 McAllister Street
    San Francisco,CA941029870     		  Public Charity Building UC Hastings Capital Campaign 100,000
    University of Denver Sturm College of Law
    2255 E Evans Avenue Suite 390
    Denver,CO80208     		  Public Charity Graduate Tax Program 500
    The Women's Foundation of Colorado
    1901 E Asbury Avenue
    Denver,CO80208     		  Public Charity Event Support 5,000
    The Women's Foundation of Colorado
    1901 E Asbury Avenue
    Denver,CO80208     		  Public Charity General Support 50
    Wyoming Community Foundation
    1472 N 5th Street Suite 201
    Laramie,WY82072     		  Public Charity Wyoming Women's Foundation 25,000
    Total .................................bullet 3a 1,222,231
    bApproved for future payment
    The Aspen Institute
    2300 N Street NW 700
    Washington,DC200371122     		  Public Charity Ascend at the Aspen Institute 100,000
    Colorado Children's Campaign
    1580 Lincoln Street Suite 420
    Denver,CO80203     		  Public Charity General Support 25,000
    Denver Art Museum
    100 West 14th Avenue Parkway
    Denver,CO80204     		  Public Charity Vision 2021 Capital Campaign 200,000
    Total .................................bullet 3b 325,000
    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 ...........     		         
    4 Dividends and interest from securities....     14 452,970  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16    
    6 Net rental income or (loss) from personal property          
    7 Other investment income..... 523000 1,928 14 77,440  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,477,109  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 1,928 2,007,519 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    2,009,447
    (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:
    Merle Chambers Fund
    EIN:
    84-0929410
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Kundinger, Corder & Engle, P.C. 22,250 5,400   16,850
    Paylocity 449 0   449
    Rocky Mountain Reserve 47 0   47

    TY 2018 GeneralExplanationAttachment
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Identifier Return Reference Explanation
    Schedule of Controlled Entities Form 990-PF, Page 5, Part VII-A, Line 11 Bannock 1201, LLC3200 E Cherry Creek South Drive, Suite 540Denver, CO 8020946-3664507The entity is not an excess business holding.

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Name of Bond End of Year Book Value End of Year Fair Market Value
    PIMCO Short Term Institutional Fund 5,837,476 5,819,522

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Vanguard Growth Index Fund 3,073,731 5,823,438
    Spyglass Growth Fund 2,000,000 1,986,239
    Dodge & Cox International 3,177,820 3,686,769
    Jensen Quality Growth Fund 3,275,677 6,030,066

    TY 2018 InvestmentsOtherSchedule2
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Cerberus International Ltd. AT COST 25,163 138,557
    Newport Asia Institutional Fund AT COST 955,199 2,085,335
    Raptor Global Fund LP AT COST 84,276 72,764
    Brinson Partnership Fund AT COST 886,593 438,867
    MHR Institutional Partners AT COST 242,239 488,706
    Davidson Kempner Institutional Funds AT COST 2,926,013 3,148,594
    Eminence Fund, Ltd. AT COST 1,148,242 2,405,384
    Lansdowne European Equity Fund AT COST 1,228,772 1,970,264
    Canyon Value Realization Fd Ltd AT COST 1,643,001 2,735,720
    GQG Partners Emerging Markets AT COST 1,833,581 2,094,819
    Renaissance Institutional AT COST 1,406,455 1,687,924
    Nitorum Offshore Fund AT COST 2,000,000 2,328,024
    Coatue Offshore AT COST 1,500,000 1,516,887

    TY 2018 LandEtcSchedule2
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Building 25,851,558 1,292,578 24,558,980 24,558,980
    Land 8,063,334 0 8,063,334 8,063,334


    TY 2018 LegalFeesSchedule
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Tuthill & Hughes LLP 2,095 0   2,095
    Bryan Cave LLP 1,252 0   1,252
    Fairfield and Woods, P.C. 756 756   0


    TY 2018 OtherExpensesSchedule
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Licenses and fees 982 0   982
    Computer & office equipment 1,313 0   1,313
    Supplies 24 0   24
    Other 424 0   424
    Insurance 3,009 0   3,009
    Internet related costs 863 0   863
    Furniture and fixtures 8,818 0   8,818
    Repairs and maintenance 1,648 0   1,648


    TY 2018 OtherIncomeSchedule2
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Income from pass-through entities 77,440 77,440 77,440
    Unrelated business income from pass-through entities 1,928 0 1,928


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Mellon Capital Management 714 714   0
    Monticello Associates 50,000 50,000   0
    Donald J. Hopkins 4,680 0   4,680
    Arapahoe Sign Arts 1,790 0   1,790
    Masten Fine Art 450 0   450
    Ruby Slippers Designs 1,168 0   1,168


    TY 2018 TaxesSchedule
    Name:
    Merle Chambers Fund
    EIN:
    84-0929410
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign taxes reported by pass-through entities 7,759 7,759   0
    Estimated excise tax payments 41,000 0   0