Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
For calendar year 2023, or tax year beginning 01-01-2023 , and ending 12-31-2023
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)

(667) 458-7991
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$58,470,579J 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 right arrow.............
3 Interest on savings and temporary cash investments 421,148 420,594  
4 Dividends and interest from securities... 1,009,433 1,009,433  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,630,043
b Gross sales price for all assets on line 6a 22,930,462
7 Capital gain net income (from Part IV, line 2)... 1,630,043
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
List of Attached Documents:
// Content
69,481 69,481  
12 Total. Add lines 1 through 11........ 3,130,105 3,129,551  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 135,000      
14 Other employee salaries and wages...... 213,273     213,273
15 Pension plans, employee benefits....... 41,426     17,176
16a Legal fees (attach schedule)......... Click to see attachment
List of Attached Documents:
// Content
2,700      
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
41,759      
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
309,000 299,709    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
60,852 488 39,328  
19 Depreciation (attach schedule) and depletion... Click to see attachment
List of Attached Documents:
// Content
1,409    
20 Occupancy.............. 29,911      
21 Travel, conferences, and meetings....... 21,979      
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
68,242     12,760
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 925,551 300,197 39,328 243,209
25 Contributions, gifts, grants paid....... 4,385,491 7,970,567
26 Total expenses and disbursements. Add lines 24 and 25 5,311,042 300,197 39,328 8,213,776
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -2,180,937
b Net investment income (if negative, enter -0-) 2,829,354
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2023)
Form 990-PF (2023)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 1,933,138 1,939,982 1,939,982
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
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) right arrow22,276
Less: allowance for doubtful accounts right arrow   22,276 Click to see attachment
List of Attached Documents:
// Content
22,276 		22,276
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 68,000 8,205 8,205
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 40,996,311 Click to see attachment
List of Attached Documents:
// Content
34,803,628 		44,224,501
c Investments—corporate bonds (attach schedule)....... 9,917,697 Click to see attachment
List of Attached Documents:
// Content
10,224,603 		9,919,864
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 2,340,896 Click to see attachment
List of Attached Documents:
// Content
2,355,751 		2,355,751
14 Land, buildings, and equipment: basis right arrow19,394,190
Less: accumulated depreciation (attach schedule) right arrow4,297 19,268,827 Click to see attachment
List of Attached Documents:
// Content
19,389,893 		 
15 Other assets (describe right arrow) Click to see attachment
List of Attached Documents:
// Content
4,765 		Click to see attachment
List of Attached Documents:
// Content
4,765 		 
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 74,551,910 68,749,103 58,470,579
Liabilities 17 Accounts payable and accrued expenses.......... 3,060 4,373
18 Grants payable................. 12,355,623 8,770,547
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 right arrow)    
23 Total liabilities (add lines 17 through 22)......... 12,358,683 8,774,920
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions........... 62,193,227 59,974,183
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 62,193,227 59,974,183
30 Total liabilities and net assets/fund balances (see instructions). 74,551,910 68,749,103
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
62,193,227
2
Enter amount from Part I, line 27a .....................
2
-2,180,937
3
Other increases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
3
22,472
4
Add lines 1, 2, and 3 ..........................
4
60,034,762
5
Decreases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
5
60,579
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
59,974,183
Form 990-PF (2023)
Form 990-PF (2023)
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 ML 9007 ST COVERED P    
b MS RF 1870 ST COVERED P    
c ML 9007 LT COVERED P    
d MS RF 1870 LT COVERED P    
e GS MAIN 0570 ST COVERED P    
MS RF 1871 ST COVERED P    
GS MAIN 0570 LT COVERED P    
MS RF 1871 LT COVERED P    
GS GOV CORP 1138 ST COVERED P    
MS RF 1872 ST COVERED P    
GS GOV CORP 1138 LT COVERED P    
MS RF 1872 LT COVERED P    
GS GOV CORP 1138 : 227,300 US TREAS. P    
MS RF 9381 ST COVERED P    
GS APERIO 7253 ST COVERED P    
MS RF 9381 LT COVERED P    
GS APERIO 7253 LT COVERED P    
K-1 QUESTMARK PARTNERS P    
MS RF 1453 ST COVERED P    
K-1 VINTAGE IX P    
MS RF 1453 LT COVERED P    
K-1 BLACKSTONE (PER HOLDINGS) P    
MS RF 1868 LT COVERED P    
PINNACLE CARE STOCK P    
MS RF 1869 ST COVERED P    
MS RF 1869 LT COVERED P    
MS RF 1869 LT: 105,000 APPLE INC P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 612,825   608,079 4,746
b 33,241   39,313 -6,072
c 5,964,482   5,125,164 839,318
d 319,211   249,910 69,301
e 613,104   603,239 9,865
23,212   24,503 -1,291
2,002,997   1,682,440 320,557
113,561   98,235 15,326
52,297   51,756 541
96,806   86,684 10,122
1,615,804   1,679,973 -64,169
170,998   114,570 56,428
219,961   218,274 1,687
732,389   698,708 33,681
114,471   117,668 -3,197
771,704   633,013 138,691
191,884   112,327 79,557
    44,214 -44,214
366,325   368,014 -1,689
    115 -115
5,601,900   6,157,143 -555,243
4,662     4,662
981,842   931,454 50,388
722,656   500,000 222,656
389,238   327,031 62,207
1,194,834   827,647 367,187
20,058   945 19,113
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       4,746
b       -6,072
c       839,318
d       69,301
e       9,865
      -1,291
      320,557
      15,326
      541
      10,122
      -64,169
      56,428
      1,687
      33,681
      -3,197
      138,691
      79,557
      -44,214
      -1,689
      -115
      -555,243
      4,662
      50,388
      222,656
      62,207
      367,187
      19,113
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,630,043
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 1,630,043
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 right arrow 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) 1 39,328
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  
3 Add lines 1 and 2........................... 3 39,328
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 39,328
6 Credits/Payments:
a 2023 estimated tax payments and 2022 overpayment credited to 2023 6a 47,129
b Exempt foreign organizations—tax withheld at source...... 6b  
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld .......... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 47,129
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10 7,801
11 Enter the amount of line 10 to be: Credited to 2024 estimated taxright arrow7,801 Refundedright arrow 11  
Form 990-PF (2023)
Form 990-PF (2023)
Page 4
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. right arrow$   (2) On foundation managers.right arrow$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet 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)
right arrowMD
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 2023 or the taxable year beginning in 2023? 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
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 instructionsClick to see attachment
List of Attached Documents:
// Content
.................
12
Yes
 
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressright arrowWWW.RATCLIFFEFOUNDATION.COM
14
The books are in care ofright arrowCARLENE M CASSIDY Telephone no.right arrow (667) 458-7991

Located atright arrow275 WEST STREET SUITE 109ANNAPOLISMD ZIP+4right arrow21401
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........right arrow
and enter the amount of tax-exempt interest received or accrued during the year ........right arrow
15
 
16 At any time during calendar year 2023, 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 right arrow
Form 990-PF (2023)
Form 990-PF (2023)
Page 5
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)
 
No
(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
 
 
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
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 2023? .............
1d
 
 
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 2023, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2023?....................
2a
 
No
If "Yes," list the years right arrow20, 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.
right arrow20, 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 2023 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 2023.) .....................
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 2023? ..
4b
 
No
Form 990-PF (2023)
Form 990-PF (2023)
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
Organizations relying on a current notice regarding disaster assistance check .........right arrow
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
JAMES D WRIGHT PRESIDENT
5.00 		75,000 0 0
6445 CLOISTER GATE DRIVE
BALTIMORE,MD21212
TINA DAVENPORT TRUSTEE
5.00 		60,000 0 0
275 WEST STREET SUITE 109
ANNAPOLIS,MD21401
JAMES A CLAUSON TRUSTEE
1.00 		0 0 0
2613 CABOVER DRIVE
HANOVER,MD21076
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
CARLENE M CASSIDY CHIEF EXEC O
40.00 		185,873 24,250  
25 UPSHUR AVENUE
ANNAPOLIS,MD214034506
Total number of other employees paid over $50,000...................right arrow  
Form 990-PF (2023)
Form 990-PF (2023)
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
MORGAN STANLEY INVESTMENT SVCS 116,289
1585 BROADWAY
NEW YORK,NY10036
MERRILL LYNCH INVESTMENT SVCS 88,890
200 PARK AVE 13TH FLOOR
NEW YORK,NY10166
GOLDMAN SACS INVESTMENT SVCS 63,991
200 WEST STREET
NEW YORK,NY10282
Total number of others receiving over $50,000 for professional services.............right arrow  
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  
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 N/A  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow  
Form 990-PF (2023)
Form 990-PF (2023)
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
57,119,904
b
Average of monthly cash balances.......................
1b
1,580,105
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
58,700,009
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
 
2
Acquisition indebtedness applicable to line 1 assets..................
2
 
3
Subtract line 2 from line 1d.........................
3
58,700,009
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
880,500
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
57,819,509
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
2,890,975
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
2,890,975
2a
Tax on investment income for 2022 from Part V, line 5.......
2a
39,328
b
Income tax for 2022. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
39,328
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
2,851,647
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
2,851,647
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
2,851,647
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
8,213,776
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
8,213,776
Form 990-PF (2023)
Form 990-PF (2023)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2022 		(c)
2022 		(d)
2023
1 Distributable amount for 2023 from Part X, line 7 2,851,647
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......  
b Total for prior years:20 , 20, 20  
3 Excess distributions carryover, if any, to 2022:
a From 2018...... 1,109,352
b From 2019...... 2,225,578
c From 2020...... 4,136,620
d From 2021...... 3,552,115
e From 2022...... 4,359,270
f Total of lines 3a through e ........ 15,382,935
4Qualifying distributions for 2023 from Part
XI, line 4: right arrow$ 8,213,776
a Applied to 2022, 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 2023 distributable amount..... 2,851,647
e Remaining amount distributed out of corpus 5,362,129
5 Excess distributions carryover applied to 2023.    
(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 20,745,064
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 2022. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
f Undistributed income for 2023. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2024 .......... 		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 2018 not
applied on line 5 or line 7 (see instructions) ... 		1,109,352
9 Excess distributions carryover to 2024.
Subtract lines 7 and 8 from line 6a ...... 		19,635,712
10 Analysis of line 9:
a Excess from 2019.... 2,225,578
b Excess from 2020.... 4,136,620
c Excess from 2021.... 3,552,115
d Excess from 2022.... 4,359,270
e Excess from 2023.... 5,362,129
Form 990-PF (2023)
Form 990-PF (2023)
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 2023, enter the date of the ruling ...... right arrow
 
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 IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2023 (b) 2022 (c) 2021 (d) 2020
         
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).)
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 right arrow
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 (2023)
Form 990-PF (2023)
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

AACC FOUNDATION - (ESI) 2022

101 COLLEGE PARKWAY
ARNOLD,MD210121895 		  PC UNRESTRICTED USE BY RECIPIENT 300,000

BALDWIN WALLACE UNIVERSITY

275 EASTLAND ROAD
BEREA,OH44017 		  PC UNRESTRICTED USE BY RECIPIENT 100,000

CCBC - 2022

7200 SOLLERS POINT RD
BALTIMORE,MD21222 		  PC UNRESTRICTED USE BY RECIPIENT 137,500

CHILDREN'S HOME-'20 GRANT CORR'N

215 WALTHAM FARM LAND
CENTREVILLE,MD21617 		  PC UNRESTRICTED USE BY RECIPIENT 70,000

EASTORN SHORE CC VA

29316 LANKFORD HWY
MELFA,VA23410 		  PC UNRESTRICTED USE BY RECIPIENT 152,740

FERRY COVE SHELLFISH GRANT 2023

21770 LOWEST WHARF ROAD
SHERWOOD,MD21665 		  PC UNRESTRICTED USE BY RECIPIENT 825,000

FLORIDA INTERNATIONAL UNIVERSITY

11200 SW 8TH STREET
MIAMI,FL33199 		  PC UNRESTRICTED USE BY RECIPIENT 625,000

HARFORD COMMUNITY COLLEGE

401 THOMAS RUN ROAD
BEL AIR,MD21015 		  PC UNRESTRICTED USE BY RECIPIENT 540,000

HORIZONS OF KENT & QUEEN - 2023

116B S LYNCHBURG STREET
CHESTERTOWN,MD21620 		  PC UNRESTRICTED USE BY RECIPIENT 50,000

IMET REEF - 2023

701 E PRATT STREET
BALTIMORE,MD21202 		  PC UNRESTRICTED USE BY RECIPIENT 260,823

MIAMI CORE '20

1501 NW 9TH AVE 219
MIAMI,FL33136 		  PC UNRESTRICTED USE BY RECIPIENT 333,333

MICA

1300 W MOUNT ROYAL AVE
BALTIMORE,MD21217 		  PC UNRESTRICTED USE BY RECIPIENT 882,000

MOUNTAIN GATEWAY CC

1000 COLLEGE DRIVE
CLIFTON,VA24422 		  PC UNRESTRICTED USE BY RECIPIENT 280,000

NACCE - 2023

1 FEDERAL ST BLDG 101
SPRINGFIELD,MA01105 		  PC UNRESTRICTED USE BY RECIPIENT 170,000

PROJECT OPPORTUNITY - 2023

31901 TRI-COUNTY WAY
SALISBURY,MD21804 		  PC UNRESTRICTED USE BY RECIPIENT 94,971

SU FOUNDATION - WM P BURKE SCHOLARS

1101 CAMDEN AVENUE
SALISBURY,MD21801 		  PC UNRESTRICTED USE BY RECIPIENT 25,000

SU NEW

1101 CAMDEN AVENUE
SALISBURY,MD21801 		  PC UNRESTRICTED USE BY RECIPIENT 300,000

TIDEWATER BOAT

PO BOX 1243
NORFOLK,VA23501 		  PC UNRESTRICTED USE BY RECIPIENT 50,000

UB 2022

1420 N CHARLES STREET
BALTIMORE,MD21201 		  PC UNRESTRICTED USE BY RECIPIENT 125,000

UNIVERSITY OF DELAWARE REEF

83 E MAIN ST 3RD FLOOR
NEWARK,DE19716 		  PC UNRESTRICTED USE BY RECIPIENT 149,200

YMCA OF QUEEN ANNE'S COUNTY

1210 VINCIT ST
CENTERVILLE,MD21617 		  PC UNRESTRICTED USE BY RECIPIENT 2,500,000
Total .................................right arrow 3a 7,970,567
bApproved for future payment

HORIZONS OF KENT & QUEEN - 2023
116B S LYNCHBURG STREET
CHESTERTOWN,MD21620 		  PC UNRESTRICTED USE BY RECIPIENT 100,000

IMET REEF - 2023
701 E PRATT STREET
BALTIMORE,MD21202 		  PC UNRESTRICTED USE BY RECIPIENT 1,089,755

MOUNTAIN GATEWAY CC
1000 COLLEGE DRIVE
CLIFTON,VA24422 		  PC UNRESTRICTED USE BY RECIPIENT 60,000

NACCE - 2023
1 FEDERAL ST BLDG 101
SPRINGFIELD,MA01105 		  PC UNRESTRICTED USE BY RECIPIENT 340,000

PROJECT OPPORTUNITY - 2023
31901 TRI-COUNTY WAY
SALISBURY,MD21804 		  PC UNRESTRICTED USE BY RECIPIENT 189,942

SU NEW
1101 CAMDEN AVENUE
SALISBURY,MD21801 		  PC UNRESTRICTED USE BY RECIPIENT 600,000
Total ................................. right arrow 3b 2,379,697
Form 990-PF (2023)
Form 990-PF (2023)
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 ........... 		    14 421,148  
4 Dividends and interest from securities ....     14 1,009,433  
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 1,630,043  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
aMISCELLANOUS INCOME 		        69,481
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..   3,060,624 69,481
13Total. Add line 12, columns (b), (d), and (e)..................
13
3,130,105
(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 (2023)
Form 990-PF (2023)
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.
right arrow right arrow
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 Check if self-
employed right arrow		 PTIN
Firm's name SmallBullet
 Firm's EIN SmallBullet
Firm's address SmallBullet


 Phone no.
Form 990-PF (2023)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2023 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
ACCOUNTING FEES 41,759      

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

TY 2023 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
      2,394     1,409      

TY 2023 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 9847 - BONDS 10,224,603 9,919,864

TY 2023 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 15,342,702 19,126,095
MORGAN STANLEY ACCT1453-SECURITIES 5,538,345 5,712,616
MERRILL LYNCH ACCT 9847-SECURITIES 5,255,192 7,254,803
MORGAN STANLEY ACCT1870-SECURITIES 2,498,842 3,604,658
MORGAN STANLEY ACCT1869-SECURITIES 2,477,867 3,644,545
MORGAN STANLEY ACCT1867 (9381) 1,770,465 2,224,610
MORGAN STANLEY ACCT1871-SECURITIES 841,243 1,255,201
MORGAN STANLEY ACCT1872-SECURITIES 659,128 913,405
MORGAN STANLEY ACCT1868-SECURITIES 419,844 488,568
INVESTMENT IN PINNACLE CARE    

TY 2023 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
INVESTMENT IN PER HOLDINGS AT COST 1,606,913 1,606,913
LOAN RECEIVABLE AT COST 500,000 500,000
INVESTMENT VINTAGE IX OFFSHORE AT COST 153,749 153,749
INVESTMENT IN QUESTMARK PARTNERS III AT COST 95,089 95,089

TY 2023 LandEtcSchedule2
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
BUILDING - FERRY COVE PROJECT 17,361,276   17,361,276  
EQUIPMENT - FERRY COVE PROJECT 848,192   848,192  
FURNITURE 9,863 4,297 5,566  
LAND - FERRY COVE PROJECT 1,174,859   1,174,859  


TY 2023 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 2,700      


TY 2023 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  


TY 2023 OtherDecreasesSchedule
Name:
PHILIP E AND CAROLE R RATCLIFFE
 
FOUNDATION INC
EIN:
82-0568453
Description Amount
BEGINNING PREPAID TAX ADJUSTMENT 35,871
BOOK/1099 INVESTMENT VARIANCE 17,529
OTHER INVESTMENT VARIANCE 7,179


TY 2023 OtherExpensesSchedule
Name:
PHILIP E AND CAROLE R RATCLIFFE
 
FOUNDATION INC
EIN:
82-0568453
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
EXPENSES        
INSURANCE 22,155     2,216
PORTFOLIO EXPENSES 12,164      
OFFICE EXPENSES 9,644     9,644
EQUIPMENT EXPENSE 4,715      
TELEPHONE 4,692      
GIFTS 4,415      
TRAINING & DEVELOPMENT 3,996      
SUPPLIES & SOFTWARE 3,378      
DUES & SUBCRIPTIONS 1,399      
BANK CHARGES 990     900
CHARITABLE CONTRIBUTION 500      
POSTAGE & DELIVERY 195      
ROUNDING ADJUSTMENT -1      


TY 2023 OtherIncomeSchedule2
Name:
PHILIP E AND CAROLE R RATCLIFFE
 
FOUNDATION INC
EIN:
82-0568453
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
MISCELLANOUS INCOME 69,481 69,481  


TY 2023 OtherIncreasesSchedule
Name:
PHILIP E AND CAROLE R RATCLIFFE
 
FOUNDATION INC
EIN:
82-0568453
Description Amount
DISALLOWED WASH SALES 22,472


TY 2023 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


TY 2023 OtherProfessionalFeesSchedule
Name:
PHILIP E AND CAROLE R RATCLIFFE
 
FOUNDATION INC
EIN:
82-0568453
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT FEES 299,709 299,709    
PAYROLL SERVICES 5,639      
OTHER PROFESSIONAL FEES 3,652      


TY 2023 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
2023 990-PF TAX 39,328   39,328  
OTHER TAXES 21,036      
K-1 BLACKSTONE FOREIGN TAX 488 488