Form990-PF


Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
Name of foundation
JAMES GRAHAM BROWN FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)471 WEST MAIN STREET SUITE 401
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
LOUISVILLE, KY40202
A Employer identification number

61-0724060
B Telephone number (see instructions)

(502) 896-2440
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$402,253,439J 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 25,749 25,749  
4 Dividends and interest from securities... 6,648,330 8,053,657  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 25,980,037
b Gross sales price for all assets on line 6a 88,537,969
7 Capital gain net income (from Part IV, line 2)... 31,373,399
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 453,691 1,754,900  
12 Total. Add lines 1 through 11........ 33,107,807 41,207,705  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 683,275 195,232   418,898
14 Other employee salaries and wages...... 445,428 0   435,148
15 Pension plans, employee benefits....... 255,624 42,274   189,688
16a Legal fees (attach schedule)......... Click to see attachment 4,433 4,433   0
b Accounting fees (attach schedule)....... Click to see attachment 45,000 22,500   22,500
c Other professional fees (attach schedule).... Click to see attachment 650,400 604,325   46,075
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 685,275 201,275   2,820
19 Depreciation (attach schedule) and depletion... 19,368 0  
20 Occupancy.............. 126,975 31,744   95,231
21 Travel, conferences, and meetings....... 36,753 2,099   34,654
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 998,097 1,440,231   244,773
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 3,950,628 2,544,113   1,489,787
25 Contributions, gifts, grants paid....... 23,180,110 22,555,110
26 Total expenses and disbursements. Add lines 24 and 25 27,130,738 2,544,113   24,044,897
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 5,977,069
b Net investment income (if negative, enter -0-) 38,663,592
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
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............. 1,067,432    
2 Savings and temporary cash investments......... 20,006,026 10,482,077 10,482,077
3 Accounts receivable bullet1,184,044
Less: allowance for doubtful accounts bullet   51,745 1,184,044 1,184,044
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) bullet150,000
Less: allowance for doubtful accounts bullet0 0 150,000 150,000
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 11,371    
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 22,026,028 Click to see attachment22,588,404 22,588,404
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 331,104,805 Click to see attachment367,578,190 367,578,190
14 Land, buildings, and equipment: basis bullet236,018
Less: accumulated depreciation (attach schedule) bullet87,317 170,853 Click to see attachment148,701 148,701
15 Other assets (describe bullet) Click to see attachment138,016 Click to see attachment122,023 Click to see attachment122,023
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 374,576,276 402,253,439 402,253,439
Liabilities 17 Accounts payable and accrued expenses.......... 173,348 458,485
18 Grants payable................. 250,000 875,000
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) Click to see attachment1,700,000 Click to see attachment1,600,000
23 Total liabilities (add lines 17 through 22)......... 2,123,348 2,933,485
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions........... 372,452,928 399,319,954
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 372,452,928 399,319,954
30 Total liabilities and net assets/fund balances (see instructions). 374,576,276 402,253,439
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
372,452,928
2
Enter amount from Part I, line 27a .....................
2
5,977,069
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
20,889,957
4
Add lines 1, 2, and 3 ..........................
4
399,319,954
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
399,319,954
Form 990-PF (2021)
Form 990-PF (2021)
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 K-1 GAINS/LOSSES P    
b HARVEY INVESTMENT CO - PUBLICLY TRADED SECURITIES P    
c HILLIARD LYONS - PUBLICLY TRADED SECURITIES P    
d NUVEEN US BANK - PUBLICLY TRADED SECURITIES P    
e NUVEEN CAPITAL GAIN DISTRIBUTION P    
FURNITURE & EQUIPMENT P 2014-10-07 2021-01-01
FURNITURE & EQUIPMENT P 2014-06-12 2021-01-01
MINERAL RIGHTS P   2021-12-01
(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       5,393,362
b 9,902,035   7,003,434 2,898,601
c 610,518   362,962 247,556
d 77,573,654   59,260,576 18,313,078
e       4,381,733
  55,025 61,628 -6,603
  13,359 14,205 -846
451,762   305,244 146,518
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       5,393,362
b       2,898,601
c       247,556
d       18,313,078
e       4,381,733
      -6,603
      -846
      146,518
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 31,373,399
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  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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........................... 3 537,424
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- ..... 5 537,424
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 232,000
b Exempt foreign organizations—tax withheld at source...... 6b 0
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.............. 7 232,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 9,379
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 314,803
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet   RefundedBullet 11  
Part VI-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 the instructions
for the 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 changesClick to see attachment....
3
Yes
 
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 XIV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA, NY, CO, VA, LA, MN, KY
    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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletJGBF.ORG
    14
    The books are in care ofbulletMASON B RUMMEL PRESIDENT Telephone no.bullet (502) 896-2440

    Located atbullet471 WEST MAIN STREET SUITE 401LOUISVILLEKY ZIP+4bullet40202
    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 2021, 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 VI-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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
    Yes
     
    (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)? ......................
    1a(5)
     
    No
    (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.) ...............
    1a(6)
     
    No
    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
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    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
    STEPHEN CAMPBELL CHAIRMAN
    10.00     		50,000 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    CRIT LUALLEN VICE CHAIR
    1.00     		17,600 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    ANGIE EVANS TRUSTEE
    1.00     		17,600 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    BEN CHANDLER TRUSTEE
    1.00     		16,200 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    RUDY GERNERT TRUSTEE
    1.00     		0 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    AUDWIN HELTON TRUSTEE
    1.00     		18,800 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    LOPA MEHROTRA TRUSTEE
    1.00     		17,600 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    R ALEX RANKIN TRUSTEE
    1.00     		18,400 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    STEPHEN REILY TRUSTEE
    1.00     		18,800 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    R TED STEINBOCK MD TRUSTEE
    1.00     		18,400 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    ALICE HOUSTON TRUSTEE, AT-LARGE
    1.00     		800 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    JOHN LEWIS TRUSTEE, AT-LARGE
    1.00     		800 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    DAN FOX TRUSTEE (PREVIOUS)
    1.00     		3,800 0 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    MASON RUMMEL PRESIDENT, CEO
    50.00     		300,000 75,247 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    KATHY KOTCAMP TREASURER/SECRETARY, CFO
    30.00     		185,000 35,941 0
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    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
    BLEIK PICKETT PROGRAM OFFICER
    40.00     		140,000 24,059 0
    471 W MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    KELSIE SMITHSON PROGRAM OFFICER
    40.00     		101,111 17,444 0
    471 W MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    ASHLEY PARROTT PROGRAM OFFICER
    40.00     		68,750 11,330 0
    471 W MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    VANESSA CATES OFFICE MANAGER
    40.00     		51,400 14,313 0
    471 W MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    MARGIE DUVALL PROGRAM ASSISTANT
    40.00     		45,000 13,746 0
    471 W MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    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
    NUVEEN FUNDS INVESTMENT MANAGEMENT 263,753
    PO BOX 219140
    KANSAS CITY,MO641219140
    CLIFFWATER LLC INVESTMENT MANAGEMENT 200,000
    4640 ADMIRALTY WAY 11TH FLOOR
    MARINA DEL REY,CA902916623
    BAIRD TRUST INVESTMENT MANAGEMENT 85,240
    500 W JEFFERSON ST STE 900
    LOUISVILLE,KY40202
    US BANK INVESTMENT MANAGEMENT 50,593
    800 NICOLLET MALL
    MINNEAPOLIS,MN55402
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part VIII-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 NONE 0
    2  
    3  
    4  
    Part VIII-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 PROMISSORY NOTE DATED OCTOBER 1, 2021 FROM SEE FORWARD MINISTRIES, A KENTUCKY NONPROFIT CORPORATION, WITH INTEREST AT THE ANNUAL RATE OF ZERO PERCENT (0.00%) ON AN OUTSTANDING PRINCIPAL BALANCE OF $75,000. NOTE TO MATURE ON SEPTEMBER 30, 2022, AND TO BE DUE AND PAYABLE AT THAT TIME. 75,000
    2 PROMISSORY NOTE DATED SEPTEMBER 20, 2021 FROM SOMALI COMMUNITY OF LOUISVILLE, INC., A KENTUCKY NONPROFIT CORPORATION, WITH INTEREST AT THE ANNUAL RATE OF ZERO PERCENT (0.00%) ON AN OUTSTANDING PRINCIPAL BALANCE OF $75,000. NOTE TO MATURE ON SEPTEMBER 20, 2022, AND TO BE DUE AND PAYABLE AT THAT TIME. 75,000
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet150,000
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    382,898,937
    b
    Average of monthly cash balances.......................
    1b
    2,753,092
    c
    Fair market value of all other assets (see instructions)................
    1c
    4,414,768
    d
    Total (add lines 1a, b, and c).........................
    1d
    390,066,797
    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
    390,066,797
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    5,851,002
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    384,215,795
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    19,210,790
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    19,210,790
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    537,424
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
    160,792
    c
    Add lines 2a and 2b............................
    2c
    698,216
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    18,512,574
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    18,512,574
    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 XII, line 1 ...
    7
    18,512,574
    Part XI
    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
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 18,512,574
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 11,922,035
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016......  
    b From 2017......  
    c From 2018......  
    d From 2019......  
    e From 2020......  
    f Total of lines 3a through e ........ 0
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 24,194,897
    a Applied to 2020, but not more than line 2a 11,922,035
    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 2021 distributable amount..... 12,272,862
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		6,239,712
    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 2016 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020....  
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-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 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    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 IX, 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 XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    MASON RUMMEL PRESIDENT JAMES GRAHAM
    471 WEST MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    (502) 896-2440
    bThe form in which applications should be submitted and information and materials they should include:
    SEE "FOR GRANTSEEKERS" SECTION ON JGBF.ORG
    cAny submission deadlines:
    SEE "FOR GRANTSEEKERS" SECTION ON JGBF.ORG
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    SEE "FOR GRANTSEEKERS" SECTION ON JGBF.ORG
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    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
    ACADEMY OF MUSIC PRODUCTION EDUCATION AND DEVELOPMENT
    4425 GREENWOOD AVE
    LOUISVILLE,KY40211     		N/A PC AMPED RUSSELL TECHNOLOGY BUSINESS INCUBATOR AND THE TECHNOLOGY WORKFORCE DEVELOPMENT PROGRAM 500,000
    ACE PROJECT INC
    4106 GREENWOOD AVE
    LOUISVILLE,KY40211     		N/A PC ACE TRANSPORTATION/VAN/INSURANCE/GAS 15,000
    BEASPIRED
    3131 S 2ND ST STE 208
    LOUISVILLE,KY40208     		N/A PC ASPIRE ACADEMY 15,000
    BLACK BIRTH JUSTICE
    3203 MID DALE LN
    LOUISVILLE,KY40220     		N/A PC COMMUNITY POSTPARTUM DOULA PROGRAM-TRANSFORMING POSTPARTUM 15,000
    BLACK BUSINESS ASSOCIATION CORP
    PO BOX 23429
    LOUISVILLE,KY402415179     		N/A PC CAPACITY-BUILDING SUPPORT 15,000
    BOYS AND GIRLS CLUBS OF KENTUCKIANA
    3900 CRITTENDEN DR
    LOUISVILLE,KY402091126     		N/A PC OPERATING NTI HUBS AT BCGKY CENTERS 50,000
    BRIDGE KIDS INTERNATIONAL INC
    501 W KENWOOD DR
    LOUISVILLE,KY40214     		N/A PC OUR PLACE AT BEN WASHER PARK PHASE 1 200,000
    CENTER FOR NEIGHBORHOODS
    1126 BERRY BLVD SUITE 300
    LOUISVILLE,KY40215     		N/A PC PARK HILL COMMUNITY OF OPPORTUNITY - COMMUNITY PLANNING SUPPORT GRANT 500,000
    CENTER FOR NEIGHBORHOODS
    1126 BERRY BLVD SUITE 300
    LOUISVILLE,KY40215     		N/A PC BUDGET RELIEF - NEIGHBORHOOD INSTITUTE STAFF SALARIES 50,000
    CENTER FOR NONPROFIT EXCELLENCE
    325 W MAIN ST STE 150
    LOUISVILLE,KY40202     		N/A PC FOUNDATIONAL PARTNERS: IMPACT ELEVATION & CAPACITY 250,000
    CENTRE COLLEGE
    600 W WALNUT ST
    DANVILLE,KY404221309     		N/A PC ATKINS SCHOLARS RESEARCH PROGRAM: ADVANCING EQUITY AT CENTRE COLLEGE 75,000
    CENTRE COLLEGE
    600 W WALNUT ST
    DANVILLE,KY404221309     		N/A PC BROWN FELLOWS PROGRAM 2021 1,113,243
    COMMUNITY FOUNDATION OF LOUISVILLE
    325 W MAIN ST STE 1110
    LOUISVILLE,KY402024251     		N/A PC GIVE FOR GOOD LOUISVILLE 2021 10,000
    COMMUNITY FOUNDATION OF LOUISVILLE
    325 W MAIN ST STE 1110
    LOUISVILLE,KY402024251     		N/A PC EQUITABLE EVALUATION INITIATIVE MAKING THE CASE COLLABORATORY 15,000
    COMMUNITY FOUNDATION OF LOUISVILLE
    325 W MAIN ST STE 1110
    LOUISVILLE,KY402024251     		N/A PC FUND FOR LOUISVILLE: RACIAL JUSTICE COHORT (ORIGINALLY SYSTEMS CHANGE FOR RACIAL JUSTICE) 125,000
    COMMUNITY FOUNDATION OF LOUISVILLE
    325 W MAIN ST STE 1110
    LOUISVILLE,KY402024251     		N/A PC RUSSELL: A PLACE OF PROMISE OPERATIONS & SPECIAL PROJECTS 500,000
    COMMUNITY VENTURES CORPORATION
    1450 N BROADWAY
    LEXINGTON,KY405053162     		N/A PC WEST END OPPORTUNITY PARTNERSHIP 2,500,000
    COUNCIL ON FOUNDATIONS
    1255 23RD ST NW SUITE 200
    WASHINGTON,DC20037     		N/A PC MEMBERSHIP 19,000
    COUNCIL ON FOUNDATIONS
    1255 23RD ST NW SUITE 200
    WASHINGTON,DC20037     		N/A PC 2021 PUBLIC POLICY SUMMIT AND STRATEGIC PLAN 20,000
    DECODE PROJECT INC
    2509 PORTLAND AVE
    LOUISVILLE,KY40212     		N/A PC LITERACY PROGRAMS MANAGER SALARY 15,000
    EVOLVE502
    334 E BROADWAY
    LOUISVILLE,KY402021739     		N/A PC EVOLVE502 SCHOLARS OPPORTUNITY GRANTS FOR CLASSES OF 2021 AND 2022 790,504
    FAHE
    319 OAK ST
    BEREA,KY40403     		N/A PC STRENGTHENING EASTERN KENTUCKYS ENTREPRENEURIAL ECOSYSTEM THROUGH BETTER BUSINESS MODELS AND TARGETED WORKFORCE DEVELOPMENT 150,000
    FAMILY & CHILDREN'S PLACE
    PO BOX 3784
    LOUISVILLE,KY402013784     		N/A PC GENERAL OPERATING SUPPORT 25,000
    FOUNDATION FOR APPALACHIAN KENTUCKY INC
    420 MAIN STREET
    HAZARD,KY41701     		N/A PC BUILDING A RURAL DEVELOPMENT HUB THROUGH LOCALLY CONTROLLED PHILANTHROPY 750,000
    GLOBAL ECONOMIC DIVERSITY DEVELOPMENT INITIATIVE
    140 N 4TH ST
    LOUISVILLE,KY40202     		N/A PC CAPACITY BUILDING 175,000
    GLOBAL GAME CHANGERS CHILDREN'S EDUCATION INITIATIVE
    201 E MAIN ST STE 104
    LOUISVILLE,KY40202     		N/A PC GLOBAL GAME CHANGERS SCHOOL EMPOWERMENT ZONE PROJECT 300,000
    GRANTMAKERS FOR EDUCATION
    851 SW 6TH AVE STE 350
    PORTLAND,OR972041339     		N/A PC MEMBERSHIP DUES 4,200
    GREATER LOUISVILLE PROJECT
    325 W MAIN ST STE 1110
    LOUISVILLE,KY402024251     		N/A PC GREATER LOUISVILLE PROJECT - MEASURING SUCCESS FOR A PATH FORWARD 25,000
    GREATER LOUISVILLE WORKFORCE INVESTMENT BOARD INC
    410 W CHESTNUT ST STE 200
    LOUISVILLE,KY402022322     		N/A PC A TALENT DEVELOPMENT SYSTEM FOR THE LOUISVILLE REGION 300,000
    ISAAC W BERNHEIM FOUNDATION INC
    PO BOX 130 HIGHWAY 245
    CLERMONT,KY40110     		N/A PC GENERAL OPERATING SUPPORT 5,000
    JUNIOR ACHIEVEMENT OF KENTUCKIANA INC
    1401 W MUHAMMAD ALI BLVD
    LOUISVILLE,KY40203     		N/A PC 3DE: EDUCATION FOR EVERY DIMENSION OF LIFE FOR JCPS STUDENTS 500,000
    KENTUCKY COMMUNITY & TECHNICAL COLLEGE SYSTEM FOUNDATION INC
    300 N MAIN ST
    VERSAILLES,KY40383     		N/A PC PHASE 3: MOUNTAIN TRAINING NETWORK BELK BUILDING COLLABORATION 500,000
    KENTUCKY COUNCIL ON POSTSECONDARY EDUCATION
    100 AIRPORT RD 3RD FLOOR
    FRANKFORT,KY40601     		N/A GOV KENTUCKY STUDENT SUCCESS COLLABORATIVE 701,667
    KENTUCKY NATURAL LANDS TRUST
    433 CHESTNUT ST
    BEREA,KY40403     		N/A PC PINE MOUNTAIN WILDLANDS CORRIDOR BIODIVERSITY & COMMUNITY RESILIENCE 500,000
    KENTUCKY SCIENCE CENTER
    727 W MAIN ST
    LOUISVILLE,KY40202     		N/A PC UNIQUELY HUMAN 250,000
    KENTUCKY STATE UNIVERSITY
    400 EAST MAIN STREET SUITE 201 HUME
    HALL
    FRANKFORT,KY40601     		N/A PC ENHANCING WORK-READINESS THROUGH ACADEMICS AND ADVISING AT KENTUCKY STATE UNIVERSITY 260,000
    KENTUCKY YOUTH ADVOCATES
    10200 LINN STATION RD STE 310
    LOUISVILLE,KY40223     		N/A PC BLOOM INITIATIVE 60,000
    KMAC MUSEUM INC
    715 W MAIN ST
    LOUISVILLE,KY40202     		N/A PC KMAC MUSEUM CREATIVELY STEWARDING THE NEXT 40 YEARS 225,000
    LOUISVILLE ASSOCIATION FOR COMMUNITY ECONOMICS
    1205 S 6TH ST
    LOUISVILLE,KY40203     		N/A PC LOUISVILLE COMMUNITY GROCERY DEVELOPMENT 500,000
    LOUISVILLE METRO HOUSING AUTHORITY DEVELOPMENT CORPORATION
    420 S 8TH ST
    LOUISVILLE,KY40203     		N/A PC BEECHER TERRACE RECREATIONAL AMENITIES 1,000,000
    LOUISVILLE OLMSTED PARKS CONSERVANCY INC
    1299 TREVILIAN WAY
    LOUISVILLE,KY40213     		N/A PC GENERAL OPERATING SUPPORT 5,000
    LOUISVILLE OLMSTED PARKS CONSERVANCY INC
    1299 TREVILIAN WAY
    LOUISVILLE,KY40213     		N/A PC IMPLEMENTATION OF THE ELLIOTT PARK MASTER PLAN, AS A PART OF THE PARKS FOR ALL CAMPAIGN 500,000
    LOUISVILLE URBAN LEAGUE
    1535 W BROADWAY
    LOUISVILLE,KY402033515     		N/A PC CENTER FOR WORKFORCE DEVELOPMENT 250,000
    LOUISVILLE YOUTH PHILANTHROPY COUNCIL INC
    11805 LAKESTONE WAY
    PROSPECT,KY40059     		N/A PC GENERAL OPERATING SUPPORT 15,000
    METRO UNITED WAY
    334 EAST BROADWAY
    LOUISVILLE,KY402021739     		N/A PC FOR DATA COLLECTION AND COORDINATION TO ADDRESS WEALTH AND EDUCATION GAPS. 500,000
    MOUNTAIN ASSOCIATION FOR COMMUNITY ECONOMIC DEVELOPMENT
    433 CHESTNUT ST
    BEREA,KY40403     		N/A PC ECONOMIC RECOVERY IN EASTERN KENTUCKY 500,000
    MUHAMMAD ALI MUSEUM AND EDUCATION CENTER
    144 N SIXTH ST
    LOUISVILLE,KY40202     		N/A PC CITY OF ALI FILM 10,000
    NEIGHBORHOOD HOUSE
    201 N 25TH STREET
    LOUISVILLE,KY40212     		N/A PC A STRONG FOUNDATION FOR NEIGHBORHOOD HOUSE 125,000
    NOIR BLACK CHAMBER OF COMMERCE INC
    2900 W BROADWAY STE 221
    LOUISVILLE,KY40211     		N/A PC CAPACITY BUILDING 15,000
    ONEWEST CORP
    2028 WEST BROADWAY SUITE 104
    LOUISVILLE,KY40203     		N/A PC COMMUNITY-LED COMMERCIAL DEVELOPMENT, THE PLAN ROOM & INCREASED ADMINISTRATIVE CAPACITY 1,000,000
    OWSLEY BROWN FRAZIER HISTORICAL ARMS MUSEUM FOUNDATION INC
    829 W MAIN ST
    LOUISVILLE,KY40202     		N/A PC VOICES UNCOVERED: HISTORY OF THE COMMONWEALTH 125,000
    PARKS ALLIANCE OF LOUISVILLE
    PO BOX 5755
    LOUISVILLE,KY40255     		N/A PC MAPLE STREET PARK PROJECT 700,000
    PHILANTHROPY ROUNDTABLE
    1120 20TH ST NW SUITE 550 SOUTH
    WASHINGTON,DC200363580     		N/A PC MEMBERSHIP 10,000
    PHILANTHROPY SOUTHEAST
    100 PEACHTREE ST NW STE 2080
    ATLANTA,GA30303     		N/A PC MEMBERSHIP 12,790
    RECKONING INC
    3058 BARDSTOWN ROAD 1076
    LOUISVILLE,KY40205     		N/A PC KENTUCKY AFRICAN AMERICAN CIVIL WAR SOLDIERS PROJECT: PHASE ONE 150,000
    SAINT JOSEPH CATHOLIC ORPHAN SOCIETY
    2823 FRANKFORT AVE
    LOUISVILLE,KY40206     		N/A PC BUILDING FOREVER FAMILIES CAMPAIGN 500,000
    SEEDS OF NEW LEAF INC
    215 W BRECKINRIDGE ST
    LOUISVILLE,KY40203     		N/A PC TREATMENT FIRST PROGRAM 15,000
    SPALDING UNIVERSITY INC
    845 S 3RD ST
    LOUISVILLE,KY40203     		N/A PC JUSTICE, EQUITY, DIVERSITY, AND INCLUSION (JEDI) INITIATIVES AT SPALDING UNIVERSITY 200,000
    SPONSOR 4 SUCCESS
    2336 W CHESTNUT
    LOUISVILLE,KY40211     		N/A PC S4S AFFORDABLE RENTALS 100,000
    SWEET EVENING BREEZE
    801 BARRET AVE SUITE 211
    LOUISVILLE,KY40204     		N/A PC GENERAL OPERATING SUPPORT 15,000
    TEACH FOR AMERICA INC
    25 BROADWAY 12TH FLOOR
    NEW YORK,NY10004     		N/A PC THE 2X APPALACHIAN EDUCATION COLLABORATIVE 500,000
    TEACH KENTUCKY INC
    907 BARRET AVE
    LOUISVILLE,KY40204     		N/A PC OPERATING SUPPORT FOR 2021-2022 350,000
    THE FILSON HISTORICAL SOCIETY
    1310 S THIRD ST
    LOUISVILLE,KY40208     		N/A PC NATIVE AMERICAN COLLECTIONS REPATRIATION AND CONTEXTUALIZATION PROJECT 150,000
    THE HOPE BUSS INC
    757 S BROOK ST
    LOUISVILLE,KY40203     		N/A PC EXPANDING THE FLEET 15,000
    THE LOUISVILLE HOUSING OPPORTUNITIES AND MICROENTERPRISE COMMUNITY DEVELOPM
    PO BOX 211028
    LOUISVILLE,KY40221     		N/A PC STRATEGIC CONSULTATION 12,500
    UNIVERSITY OF LOUISVILLE FOUNDATION
    215 CENTRAL AVENUE SUITE 212
    LOUISVILLE,KY40208     		N/A PC ENHANCING UNDERGRADUATE STUDENT SUCCESS THROUGH PEER ENGAGEMENT IN HIGH-IMPACT COURSES. 846,905
    UNIVERSITY OF LOUISVILLE FOUNDATION
    215 CENTRAL AVENUE SUITE 212
    LOUISVILLE,KY40208     		N/A PC 2021 BROWN FELLOWS PROGRAM 644,301
    UNIVERSITY OF PIKEVILLE
    147 SYCAMORE ST
    PIKEVILLE,KY41501     		N/A PC ELLIOTT SCHOOL OF NURSING SIMULATION AND SKILLS LABS RENOVATIONS 250,000
    WATERFRONT PARK FOUNDATION INC
    129 RIVER RD
    LOUISVILLE,KY40202     		N/A PC PLAYWORKS AT WATERFRONT PARK 2,000,000
    WOMEN OF WORTH TRANSITION AND FINISHING CENTER INC
    8302 CLOVERPORT DR
    LOUISVILLE,KY40228     		N/A PC PROPERTY AND HOUSING INFRASTRUCTURE 15,000
    Total .................................bullet 3a 22,555,110
    bApproved for future payment
    FOUNDATION FOR APPALACHIAN KENTUCKY INC
    420 MAIN STREET
    HAZARD,KY41701     		N/A PC BUILDING A RURAL DEVELOPMENT HUB THROUGH LOCALLY CONTROLLED PHILANTHROPY 750,000
    NEIGHBORHOOD HOUSE
    201 N 25TH STREET
    LOUISVILLE,KY40212     		N/A PC A STRONG FOUNDATION FOR NEIGHBORHOOD HOUSE 125,000
    Total .................................bullet 3b 875,000
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments ....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 25,749  
    4 Dividends and interest from securities ....          
    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 25,980,037  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aREFUNDS OF STATE UBI     		    14 85,884  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. 0 33,107,807 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    33,107,807
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-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 (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 instructions.
    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 (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 AccountingFeesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 45,000 22,500   22,500

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Name of Stock End of Year Book Value End of Year Fair Market Value
    INDIVIDUAL EQUITIES - DETAIL MAINTAINED 22,588,404 22,588,404

    TY 2021 InvestmentsOtherSchedule2
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    OTHER ALTERNATIVE INVESTMENTS - DETAIL MAINTAINED FMV 95,553,659 95,553,659
    MUTUAL FUNDS AND EXCHANGE TRADED FUNDS - DETAIL MAINTAINED FMV 269,064,531 269,064,531
    TIMBERLANDS, TIMBER AND MINERAL RIGHTS FMV 2,960,000 2,960,000

    TY 2021 LandEtcSchedule2
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    LEASEHOLD IMPROVEMENTS 26,768 4,461 22,307 22,307
    FURNITURE & EQUIPMENT 209,250 82,856 126,394 126,394


    TY 2021 LegalFeesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 4,433 4,433   0


    TY 2021 OtherAssetsSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    NUVEEN RECEIVABLE 126,804 112,154 112,154
    HARVEY INVESTMENTS RECEIVABLE 3,552    
    HILLIARD LYONS RECEIVABLE 7,660 9,869 9,869


    TY 2021 OtherExpensesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OFFICE SUPPLIES AND EXPENSE 30,049 0   30,049
    TECHNOLOGY EXPENSE 78,824 0   78,824
    TELEPHONE EXPENSE 6,750 0   6,750
    DUES & SUBSCRIPTIONS 15,120 0   15,120
    ENVIRONMENTAL MATTERS 731,306 0   0
    MISCELLANEOUS 819 0   819
    PASSTHROUGH DEDUCTIONS 0 1,424,737   0
    INSURANCE 81,547 15,494   59,529
    BROWN FELLOWS PROGRAM 53,682 0   53,682


    TY 2021 OtherIncomeSchedule2
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OIL ROYALTIES & BONUSES 297,776 297,776 297,776
    K-1 OTHER INCOME   1,387,093  
    OTHER INCOME 70,031 70,031 70,031
    REFUNDS OF STATE UBI 85,884   85,884


    TY 2021 OtherIncreasesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Description Amount
    UNREALIZED GAIN ON INVESTMENTS 20,518,138
    UNREALIZED GAIN ON TIMBERLANDS AND MINERAL RIGHTS 371,819


    TY 2021 OtherLiabilitiesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED FEDERAL EXCISE TAX LIABILITY 1,700,000 1,600,000


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CONSULTING SERVICES 46,538 463   46,075
    INVESTMENT FEES 603,862 603,862   0


    TY 2021 TaxesSchedule
    Name:
    JAMES GRAHAM BROWN FOUNDATION INC
    EIN:
    61-0724060
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROPERTY TAXES 3,760 940   2,820
    FEDERAL EXCISE TAX 674,184 0   0
    STATE UBI TAX EXPENSE 7,331 0   0
    TAX FROM PASSTHROUGH 0 200,335   0