TY 2020 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0052

2020

Open to Public Inspection

For calendar year 2020, or tax year beginning 01-01-2020 , and ending 12-31-2020

Name of foundation
PHILIP E AND CAROLE R RATCLIFFE
FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)275 WEST ST SUITE 109
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
ANNAPOLIS, MD21401

A Employer identification number

82-0568453

B Telephone number (see instructions)

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$97,636,612J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	39,960
2	Check .............
3	Interest on savings and temporary cash investments	365,508		269,370
4	Dividends and interest from securities...	1,417,971		1,417,971
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		3,031,318
b	Gross sales price for all assets on line 6a 64,343,840
7	Capital gain net income (from Part IV, line 2)...			3,031,318
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	4,854,757		4,718,659
13	Compensation of officers, directors, trustees, etc.	135,000			135,000
14	Other employee salaries and wages......	411,794			411,794
15	Pension plans, employee benefits.......	32,513			32,513
16a	Legal fees (attach schedule).........		28,015
b	Accounting fees (attach schedule).......		51,558
c	Other professional fees (attach schedule)....		432,340	401,242
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		20,370	13,897
19	Depreciation (attach schedule) and depletion...		493
20	Occupancy..............	30,216
21	Travel, conferences, and meetings.......	7,358
22	Printing and publications..........
23	Other expenses (attach schedule).......		112,946	7,916	26,904
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	1,262,603		423,055	606,211
25	Contributions, gifts, grants paid.......	17,963,011			6,333,399
26	Total expenses and disbursements. Add lines 24 and 25	19,225,614		423,055	6,939,610
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-14,370,857
b	Net investment income (if negative, enter -0-)			4,295,604
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2020)

Form 990-PF (2020)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	2,377,414	3,149,927	3,149,927
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule) 22,276
		Less: allowance for doubtful accounts	55,700	22,276	22,276
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........		87,468	87,468
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	38,146,897	58,957,348	67,418,409
	c	Investments—corporate bonds (attach schedule).......	7,966,731	12,009,008	12,099,390
	11	Investments—land, buildings, and equipment: basis 6,552,656
		Less: accumulated depreciation (attach schedule)	6,552,656	6,552,656	6,552,656
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	38,811,239	8,301,721	8,301,721
	14	Land, buildings, and equipment: basis 9,863
		Less: accumulated depreciation (attach schedule) 493		9,370
	15	Other assets (describe )	4,765	4,765	4,765
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	93,915,402	89,094,539	97,636,612
	17	Accounts payable and accrued expenses..........		20,424
	18	Grants payable.................	4,684,575	16,314,187
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	4,684,575	16,334,611
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........	89,230,827	72,759,928
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		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).....	89,230,827	72,759,928
	30	Total liabilities and net assets/fund balances (see instructions).	93,915,402	89,094,539

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

89,230,827

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

-14,370,857

Other increases not included in line 2 (itemize) bullet

506,263

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

75,366,233

Decreases not included in line 2 (itemize) bullet

2,606,305

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

72,759,928

Form 990-PF (2020)

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
1 a	CAPITAL GAIN DISTRIBUTIONS	P
b	MORGAN STANLEY ACCT 92576	P
c	REALIZED GAIN FROM K-1	P
d	MORGAN STANLEY ACCT 92579	P
e	SECTION 1250 GAIN	P
	MORGAN STANLEY ACCT 92644	P
	MERRILL LYNCH ACCT 02334	P
	MORGAN STANLEY ACCT 58798	P
	MERRILL LYNCH ACCT 89847	P
	MORGAN STANLEY ACCT 41283	P
	GOLMAN SACHS ACCT 60570	P
	MORGAN STANLEY ACCT 67149	P
	GOLMAN SACHS ACCT 61138	P
	GOLMAN SACHS ACCT 57253	P
	MORGAN STANLEY ACCT 69300	P
	MORGAN STANLEY ACCT 71453	P
	MORGAN STANLEY ACCT 71867	P
	MORGAN STANLEY ACCT 71869	P
	MORGAN STANLEY ACCT 71870	P
	MORGAN STANLEY ACCT 71871	P
	MORGAN STANLEY ACCT 71872	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	215,247		215,247
b	4,997,135	3,971,465	1,025,670
c	47,449		47,449
d	2,835,301	2,475,995	359,306
e	1,688		1,688
	4,068,732	4,196,485	-127,753
	3,089,237	3,404,262	-315,025
	2,330,784	2,906,797	-576,013
	15,083,730	14,115,187	968,543
	826,493	753,557	72,936
	5,997,000	5,497,133	499,867
	2,346,907	1,985,179	361,728
	3,367,547	3,306,899	60,648
	1,425,674	1,260,523	165,151
	12,969,340	12,865,104	104,236
	4,099,861	4,098,409	1,452
	241,880	176,337	65,543
	206,063	160,090	45,973
	134,681	97,774	36,907
	26,168	19,968	6,200
	32,923	21,358	11,565

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			215,247
b			1,025,670
c			47,449
d			359,306
e			1,688
			-127,753
			-315,025
			-576,013
			968,543
			72,936
			499,867
			361,728
			60,648
			165,151
			104,236
			1,452
			65,543
			45,973
			36,907
			6,200
			11,565

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	3,031,318
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

SECTION 4940(e) REPEALED ON DECEMBER 20, 2019 - DO NOT COMPLETE

1 Reserved

(a) Reserved	(b) Reserved	(c) Reserved	(d) Reserved

Reserved...........................

Reserved,..........................

Form 990-PF (2020)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Reserved................................	1	59,709
c	All other domestic foundations enter 1.39% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	59,709
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	59,709
6	Credits/Payments:

a	2020 estimated tax payments and 2019 overpayment credited to 2020	6a	53,250
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	2,500
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	55,750
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	10
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	3,969
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2021 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2020 or the taxable year beginning in 2020? See the instructions for Part XIV.

If "Yes," complete Part XIV .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

Form 990-PF (2020)

Page 5

Part VII-A

Statements Regarding Activities (continued)

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions Click to see attachment

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

Yes

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

WWW.RATCLIFFEFOUNDATION.COM

The books are in care of bullet

CARLENE M CASSIDY Telephone no. bullet

(667) 458-7991

Located at bullet

275 WEST STREET SUITE 109ANNAPOLISMD ZIP+4 bullet

21401

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ........ bullet

16 At any time during calendar year 2020, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country bullet

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?......................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?...............YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).......YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check here........ bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2020?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2020, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2020?.............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?......................YesNo

If "Yes," did it have excess business holdings in 2020 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 2020.)..................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2020?

Form 990-PF (2020)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?.............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions................YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?.....YesNo

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?..........YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?.....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .................YesNo

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)
JAMES D WRIGHT	PRESIDENT 10.00	75,000
6445 CLOISTER GATE DRIVE BALTIMORE,MD21212	PRESIDENT 10.00	75,000
TINA DAVENPORT	TRUSTEE 20.00	60,000
275 WEST STREET SUITE 109 ANNAPOLIS,MD21401	TRUSTEE 20.00	60,000
JAMES A CLAUSON	TRUSTEE 2.00	0
2613 CABOVER DRIVE HANOVER,MD21076	TRUSTEE 2.00	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
STEPHAN R ABEL	PROGRAM DIR. 40.00	175,000	39,906
1310 PARK AVENUE BALTIMORE,MD21217	PROGRAM DIR. 40.00	175,000	39,906
CARLENE M CASSIDY	CHIEF EXEC. 40.00	150,000	20,888
25 UPSHUR AVENUE ANNAPOLIS,MD214034506	CHIEF EXEC. 40.00	150,000	20,888






Total number of other employees paid over $50,000...................

Form 990-PF (2020)

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
MORGAN STANLEY	INVESTMENT SVCS	173,917
1585 BROADWAY NEW YORK,NY10036	INVESTMENT SVCS	173,917
MERRILL LYNCH	INVESTMENT SVCS	127,895
200 PARK AVE 13TH FLOOR NEW YORK,NY10166	INVESTMENT SVCS	127,895
GOLDMAN SACS	INVESTMENT SVCS	97,388
200 WEST STREET NEW YORK,NY10282	INVESTMENT SVCS	97,388

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part IX-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1	N/A
2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Form 990-PF (2020)

Page 8

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

55,362,192

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

2,763,671

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

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

58,125,863

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

58,125,863

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

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

871,888

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

57,253,975

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

2,862,699

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.)

Minimum investment return from Part X, line 6....................

2,862,699

Tax on investment income for 2020 from Part VI, line 5......

59,709

Income tax for 2020. (This does not include the tax from Part VI.)...

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

59,709

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

2,802,990

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

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

2,802,990

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

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

2,802,990

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

6,939,610

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

6,939,610

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b. See instructions.................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

6,939,610

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 (2020)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2020
1 Distributable amount for 2020 from Part XI, line 7			2,802,990
2 Undistributed income, if any, as of the end of 2020:
a Enter amount for 2019 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2020:
a From 2015......	566,448
b From 2016......	469,169
c From 2017......	1,324,973
d From 2018......	1,109,352
e From 2019......	2,225,578
fTotal of lines 3a through e........		5,695,520
4Qualifying distributions for 2020 from Part
XII, line 4: $ 6,939,610
a Applied to 2019, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2020 distributable amount.....			2,802,990
e Remaining amount distributed out of corpus		4,136,620
5 Excess distributions carryover applied to 2020.
(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		9,832,140
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2020. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2021 ..........			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) .......
8 Excess distributions carryover from 2015 not applied on line 5 or line 7 (see instructions) ...		566,448
9Excess distributions carryover to 2021. Subtract lines 7 and 8 from line 6a ......		9,265,692
10 Analysis of line 9:
a Excess from 2016....	469,169
b Excess from 2017....	1,324,973
c Excess from 2018....	1,109,352
d Excess from 2019....	2,225,578
e Excess from 2020....	4,136,620

Form 990-PF (2020)

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 2020, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2020	(b) 2019	(c) 2018	(d) 2017	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

NONE

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.

NONE

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

CARLENE M CASSIDY
275 WEST ST SUITE 109
ANNAPOLIS,MD21401
(667) 458-7991
CMCASSIDY@RATCLIFFEFOUNDATION.COM

bThe form in which applications should be submitted and information and materials they should include:

A WRITTEN LETTER REGARDING THE NATURE AND USE OF REQUESTED GRANT, ALONG WITH A COPY OF THE IRS NON-PROFIT DETERMINATION LETTER, IS REQUIRED.

cAny submission deadlines:

THE FOUNDATION HAS NO SUBMISSION DEADLINES.

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

THE FOUNDATION HAS NO RESTRICTIONS OR LIMITATIONS ON AWARDS.

Form 990-PF (2020)

Page 11

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ANNE ARUNDEL COMMUNITY COLLEGE 101 COLLEGE PARKWAY ARNOLD,MD210121895		PC	UNRESTRICTED USE BY RECIPIENT	150,000
CHILDREN'S HOME FOUNDATION 215 WALTHAM FARM LAND CENTREVILLE,MD21617		PC	UNRESTRICTED USE BY RECIPIENT	70,000
DABNEY S LANCASTER COMMUNITY COLLE 1000 DABNEY DRIVE CLIFTON FORGE,VA24422		PC	UNRESTRICTED USE BY RECIPIENT	430,000
EASTERN SHORE COMMUNITY COLLEGE 29316 LANKFORD HWY MELFA,VA23410		PC	UNRESTRICTED USE BY RECIPIENT	154,000
FLORIDA INTERNATIONAL UNIVERSITY 11200 SW 8TH STREET MIAMI,FL33199		PC	UNRESTRICTED USE BY RECIPIENT	322,500
HORIZON OF KENT & QUEEN ANNE'S 116B S LYNCHBURG STREET CHESTERTOWN,MD21620		PC	UNRESTRICTED USE BY RECIPIENT	50,000
INSTITUTE OF MARINE AND ENVIRONMENT 701 E PRATT STREET BALTIMORE,MD21202		PC	UNRESTRICTED USE BY RECIPIENT	227,155
MARYLAND INSTITUE COLLEGE OF ART 1300 W MOUNT ROYAL AVE BALTIMORE,MD21217		PC	UNRESTRICTED USE BY RECIPIENT	590,000
NACCE 1 FEDERAL ST BLDG 101 SPRINGFIELD,MA01105		PC	UNRESTRICTED USE BY RECIPIENT	295,000
TRI-COUNTY COUNCIL FOUNDATION 31901 TRI-COUNTY WAY 201 SALISBURY,MD21804		PC	UNRESTRICTED USE BY RECIPIENT	99,980
SALISBURY UNIVERSITY FOUNDATION 1308 CAMDEN AVENUE SALISBURY,MD218022655		PC	UNRESTRICTED USE BY RECIPIENT	315,000
UNVIERSITY OF DELAWARE 210 SOUTH COLLEGE AVENUE NEWARK,DE19716		PC	UNRESTRICTED USE BY RECIPIENT	62,000
YMCA OF QUEEN ANNE'S COUNTY 123 COURSEVALL DRIVE CENTREVILLE,MD21617		PC	UNRESTRICTED USE BY RECIPIENT	500,000
RATCLIFFE CHARITABLE FUND 275 WEST STREET 109 ANNAPOLIS,MD21401		NC	UNRESTRICTED USE BY RECIPIENT	250,000
ANNE ARUNDEL COMMUNITY COLLEGE 101 COLLEGE PARKWAY ARNOLD,MD210121895		PC	UNRESTRICTED USE BY RECIPIENT	300,000
BALDWIN WALLACE COLLEGE 275 EASTLAND ROAD BEREA,OH44017		PC	UNRESTRICTED USE BY RECIPIENT	100,000
CCBC 800 S ROLLING ROAD CATONSVILLE,MD21228		PC	UNRESTRICTED USE BY RECIPIENT	503,132
FLORIDA INTERNATIONAL UNIVERSITY 11200 SW 8TH STREET MIAMI,FL33199		PC	UNRESTRICTED USE BY RECIPIENT	378,500
MIAMI CORE 1320 S DIXIE HWY CORAL GABLES,FL33146		PC	UNRESTRICTED USE BY RECIPIENT	600,000
OYSTER RECOVERY PARTNERSHIP 1805A VIRGINIA STREET ANNAPOLIS,MD21401		PC	UNRESTRICTED USE BY RECIPIENT	395,000
SALISBURY UNIVERSITY FOUNDATION 1308 CAMDEN AVENUE SALISBURY,MD218022655		PC	UNRESTRICTED USE BY RECIPIENT	200,000
UNIVERSITY OF BALTIMORE 1420 N CHARLES STREET BALTIMORE,MD21201		PC	UNRESTRICTED USE BY RECIPIENT	215,343
UNIVERSITY OF MD CENTER FOR ENVIRON 2020 HORNS POINT ROAD CAMBRIDGE,MD21613		PC	UNRESTRICTED USE BY RECIPIENT	125,789
Total ................................. 3a				6,333,399

bApproved for future payment
ANNE ARUNDEL COMMUNITY COLLEGE 101 COLLEGE PARKWAY ARNOLD,MD210121895	PC	UNRESTRICTED USE BY RECIPIENT	150,000
DABNEY S LANCASTER COMMUNITY COLLE 1000 DABNEY DRIVE CLIFTON FORGE,VA24422	PC	UNRESTRICTED USE BY RECIPIENT	60,000
EASTERN SHORE COMMUNITY COLLEGE 29316 LANKFORD HWY MELFA,VA23410	PC	UNRESTRICTED USE BY RECIPIENT	459,480
FLORIDA INTERNATIONAL UNIVERSITY 11200 SW 8TH STREET MIAMI,FL33199	PC	UNRESTRICTED USE BY RECIPIENT	2,187,500
HORIZON OF KENT & QUEEN ANNE'S 116B S LYNCHBURG STREET CHESTERTOWN,MD21620	PC	UNRESTRICTED USE BY RECIPIENT	100,000
INSTITUTE OF MARINE AND ENVIRONMENT 701 E PRATT STREET BALTIMORE,MD21202	PC	UNRESTRICTED USE BY RECIPIENT	468,792
MARYLAND INSTITUE COLLEGE OF ART 1300 W MOUNT ROYAL AVE BALTIMORE,MD21217	PC	UNRESTRICTED USE BY RECIPIENT	4,410,000
NACCE 1 FEDERAL ST BLDG 101 SPRINGFIELD,MA01105	PC	UNRESTRICTED USE BY RECIPIENT	605,000
PROJECT OPPORTUNITY 275 WEST STREET ANNAPOLIS,MD21401	NC	UNRESTRICTED USE BY RECIPIENT	208,604
SALISBURY UNIVERSITY FOUNDATION 1308 CAMDEN AVENUE SALISBURY,MD218022655	PC	UNRESTRICTED USE BY RECIPIENT	615,000
YMCA OF QUEEN ANNE'S COUNTY 123 COURSEVALL DRIVE CENTREVILLE,MD21617	PC	UNRESTRICTED USE BY RECIPIENT	4,500,000
UNVIERSITY OF DELAWARE 210 SOUTH COLLEGE AVENUE NEWARK,DE19716	PC	UNRESTRICTED USE BY RECIPIENT	683,000
Total ................................. 3b			14,447,376

Form 990-PF (2020)

Page 12

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ...........			14	269,370	96,138
4 Dividends and interest from securities....			14	1,417,971
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income.....
8 Gain or (loss) from sales of assets other than inventory ............			18	3,031,318
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)..				4,718,659	96,138

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

4,814,797

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)
4	TAX-EXEMPT INTEREST INCOME 96,138

Form 990-PF (2020)

Page 13

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2020)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment

Recipient	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)	Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ANNE ARUNDEL COMMUNITY COLLEGE101 COLLEGE PARKWAY ARNOLD,MD210121895	PC	UNRESTRICTED USE BY RECIPIENT	150,000
CHILDREN'S HOME FOUNDATION215 WALTHAM FARM LAND CENTREVILLE,MD21617	PC	UNRESTRICTED USE BY RECIPIENT	70,000
DABNEY S LANCASTER COMMUNITY COLLE1000 DABNEY DRIVE CLIFTON FORGE,VA24422	PC	UNRESTRICTED USE BY RECIPIENT	430,000
EASTERN SHORE COMMUNITY COLLEGE29316 LANKFORD HWY MELFA,VA23410	PC	UNRESTRICTED USE BY RECIPIENT	154,000
FLORIDA INTERNATIONAL UNIVERSITY11200 SW 8TH STREET MIAMI,FL33199	PC	UNRESTRICTED USE BY RECIPIENT	322,500
HORIZON OF KENT & QUEEN ANNE'S116B S LYNCHBURG STREET CHESTERTOWN,MD21620	PC	UNRESTRICTED USE BY RECIPIENT	50,000
INSTITUTE OF MARINE AND ENVIRONMENT701 E PRATT STREET BALTIMORE,MD21202	PC	UNRESTRICTED USE BY RECIPIENT	227,155
MARYLAND INSTITUE COLLEGE OF ART1300 W MOUNT ROYAL AVE BALTIMORE,MD21217	PC	UNRESTRICTED USE BY RECIPIENT	590,000
NACCE1 FEDERAL ST BLDG 101 SPRINGFIELD,MA01105	PC	UNRESTRICTED USE BY RECIPIENT	295,000
TRI-COUNTY COUNCIL FOUNDATION31901 TRI-COUNTY WAY 201 SALISBURY,MD21804	PC	UNRESTRICTED USE BY RECIPIENT	99,980
SALISBURY UNIVERSITY FOUNDATION1308 CAMDEN AVENUE SALISBURY,MD218022655	PC	UNRESTRICTED USE BY RECIPIENT	315,000
UNVIERSITY OF DELAWARE210 SOUTH COLLEGE AVENUE NEWARK,DE19716	PC	UNRESTRICTED USE BY RECIPIENT	62,000
YMCA OF QUEEN ANNE'S COUNTY123 COURSEVALL DRIVE CENTREVILLE,MD21617	PC	UNRESTRICTED USE BY RECIPIENT	500,000
RATCLIFFE CHARITABLE FUND275 WEST STREET 109 ANNAPOLIS,MD21401	NC	UNRESTRICTED USE BY RECIPIENT	250,000
ANNE ARUNDEL COMMUNITY COLLEGE101 COLLEGE PARKWAY ARNOLD,MD210121895	PC	UNRESTRICTED USE BY RECIPIENT	300,000
BALDWIN WALLACE COLLEGE275 EASTLAND ROAD BEREA,OH44017	PC	UNRESTRICTED USE BY RECIPIENT	100,000
CCBC800 S ROLLING ROAD CATONSVILLE,MD21228	PC	UNRESTRICTED USE BY RECIPIENT	503,132
FLORIDA INTERNATIONAL UNIVERSITY11200 SW 8TH STREET MIAMI,FL33199	PC	UNRESTRICTED USE BY RECIPIENT	378,500
MIAMI CORE1320 S DIXIE HWY CORAL GABLES,FL33146	PC	UNRESTRICTED USE BY RECIPIENT	600,000
OYSTER RECOVERY PARTNERSHIP1805A VIRGINIA STREET ANNAPOLIS,MD21401	PC	UNRESTRICTED USE BY RECIPIENT	395,000
SALISBURY UNIVERSITY FOUNDATION1308 CAMDEN AVENUE SALISBURY,MD218022655	PC	UNRESTRICTED USE BY RECIPIENT	200,000
UNIVERSITY OF BALTIMORE1420 N CHARLES STREET BALTIMORE,MD21201	PC	UNRESTRICTED USE BY RECIPIENT	215,343
UNIVERSITY OF MD CENTER FOR ENVIRON2020 HORNS POINT ROAD CAMBRIDGE,MD21613	PC	UNRESTRICTED USE BY RECIPIENT	125,789
Total ............................... 3a			6,333,399
bApproved for future payment
ANNE ARUNDEL COMMUNITY COLLEGE101 COLLEGE PARKWAY ARNOLD,MD210121895	PC	UNRESTRICTED USE BY RECIPIENT	150,000
DABNEY S LANCASTER COMMUNITY COLLE1000 DABNEY DRIVE CLIFTON FORGE,VA24422	PC	UNRESTRICTED USE BY RECIPIENT	60,000
EASTERN SHORE COMMUNITY COLLEGE29316 LANKFORD HWY MELFA,VA23410	PC	UNRESTRICTED USE BY RECIPIENT	459,480
FLORIDA INTERNATIONAL UNIVERSITY11200 SW 8TH STREET MIAMI,FL33199	PC	UNRESTRICTED USE BY RECIPIENT	2,187,500
HORIZON OF KENT & QUEEN ANNE'S116B S LYNCHBURG STREET CHESTERTOWN,MD21620	PC	UNRESTRICTED USE BY RECIPIENT	100,000
INSTITUTE OF MARINE AND ENVIRONMENT701 E PRATT STREET BALTIMORE,MD21202	PC	UNRESTRICTED USE BY RECIPIENT	468,792
MARYLAND INSTITUE COLLEGE OF ART1300 W MOUNT ROYAL AVE BALTIMORE,MD21217	PC	UNRESTRICTED USE BY RECIPIENT	4,410,000
NACCE1 FEDERAL ST BLDG 101 SPRINGFIELD,MA01105	PC	UNRESTRICTED USE BY RECIPIENT	605,000
PROJECT OPPORTUNITY275 WEST STREET ANNAPOLIS,MD21401	NC	UNRESTRICTED USE BY RECIPIENT	208,604
SALISBURY UNIVERSITY FOUNDATION1308 CAMDEN AVENUE SALISBURY,MD218022655	PC	UNRESTRICTED USE BY RECIPIENT	615,000
YMCA OF QUEEN ANNE'S COUNTY123 COURSEVALL DRIVE CENTREVILLE,MD21617	PC	UNRESTRICTED USE BY RECIPIENT	4,500,000
UNVIERSITY OF DELAWARE210 SOUTH COLLEGE AVENUE NEWARK,DE19716	PC	UNRESTRICTED USE BY RECIPIENT	683,000
Total ................................ 3b			14,447,376

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2020

Name of the organization

PHILIP E AND CAROLE R RATCLIFFE
FOUNDATION INC

Employer identification number

82-0568453

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2020)

Schedule B (Form 990, 990-EZ, or 990-PF) (2020) Page 2

Name of organization PHILIP E AND CAROLE R RATCLIFFE FOUNDATION INC

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	PHILIP E RATCLIFFE MARITAL TRUST 6445 CLOISTER GATE DRIVE BALTIMORE, MD21212	$ 39,960	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2020)

Schedule B (Form 990, 990-EZ, or 990-PF) (2020)

Page 3

Name of organization PHILIP E AND CAROLE R RATCLIFFE FOUNDATION INC		Employer identification number 82-0568453

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2020)

Schedule B (Form 990, 990-EZ, or 990-PF) (2020)

Page 4


Name of organization PHILIP E AND CAROLE R RATCLIFFE FOUNDATION INC			Employer identification number 82-0568453
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2020)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2020 AccountingFeesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
	51,558

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2020 DepreciationSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included
						493

- TIN:

TY 2020 InvestmentsCorpBondsSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Name of Bond	End of Year Book Value	End of Year Fair Market Value
MERRILL LYNCH ACCT 2334 - BONDS
MERRILL LYNCH ACCT 9847 - BONDS	12,009,008	12,099,390

- TIN:

TY 2020 InvestmentsCorpStockSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Name of Stock	End of Year Book Value	End of Year Fair Market Value
MARKETABLE SECURITIES-GOLDMAN SACHS	24,151,836	28,342,796
MERRILL LYNCH ACCT 2334-SECURITIES
MERRILL LYNCH ACCT 9847-SECURITIES	11,206,390	14,607,834
MORGAN STANLEY ACCT1453-SECURITIES	9,278,570	9,265,770
MORGAN STANLEY ACCT1867-SECURITIES	3,040,349	3,106,890
MORGAN STANLEY ACCT1868-SECURITIES	3,069,108	3,335,654
MORGAN STANLEY ACCT1869-SECURITIES	2,950,588	3,070,616
MORGAN STANLEY ACCT1870-SECURITIES	2,764,698	2,858,265
MORGAN STANLEY ACCT1871-SECURITIES	956,601	987,984
MORGAN STANLEY ACCT1872-SECURITIES	1,039,208	1,119,600
INVESTMENT IN PINNACLE CARE	500,000	723,000

- TIN:

TY 2020 InvestmentsLandSchedule2

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Category/ Item	Cost/Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
	6,552,656		6,552,656	6,552,656

- TIN:

TY 2020 InvestmentsOtherSchedule2

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
LOAN RECEIVABLE	AT COST	500,000	500,000
INVESTMENT IN TILGHMAN ROAD PROPERTY	AT COST	6,030,500	6,030,500
INVESTMENT IN QUESTMARK PARTNERS III	AT COST	140,387	140,387
INVESTMENT IN PER HOLDINGS	AT COST	1,630,834	1,630,834

- TIN:

TY 2020 LegalFeesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	28,015

- TIN:

TY 2020 OtherAssetsSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ORGANIZATION EXPENSES	4,765	4,765	4,765

- TIN:

TY 2020 OtherDecreasesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Description	Amount
OTHER DECREASES	178,201
UNREALIZED GAIN ON SOLD SECURITIES	2,301,119
DISALLOWED WASH SALE LOSS	126,985

- TIN:

TY 2020 OtherExpensesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
EXPENSES
ADVERTISING & MARKETING	8,292
BANK CHARGES	908		908
DUES & SUBCRIPTIONS	593
INSURANCE	2,346		2,346
OFFICE SUPPLIES	23,650		23,650
OTHER EXPENSES	38,367
PORTFOLIO EXPENSES	7,916	7,916
POSTAGE & DELIVERY	697
TELEPHONE	7,116
WEBSITE	23,064
ROUNDING	-3

- TIN:

TY 2020 OtherIncreasesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Description	Amount
ROUNDING	3
PRIOR PERIOD ADJUSTMENT	506,260

- TIN:

TY 2020 OtherNotesLoansRcvblShortSch2

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Name of 501(c)(3) Organization	Balance Due
LOAN RECEIVABLE	22,276

- TIN:

TY 2020 OtherProfessionalFeesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Category	Amount	Net Investment Income
INVESTMENT FEES	401,242	401,242
OTHER PROFESSIONAL FEES	25,100
PAYROLL SERVICES	5,998

- TIN:

TY 2020 TaxesSchedule

Name:

PHILIP E AND CAROLE R RATCLIFFE

FOUNDATION INC

EIN:

82-0568453

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAXES WITHHELD	13,897	13,897
OTHER TAXES	6,473