LOCKHART VAUGHAN FOUNDATION, INC C/O J.B. POWELL JR. 2 EAST READ ST 100 ( 410 )

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1 Form 990-PF Return of Private Foundation Department of the Treasury Internal Revenue Service or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements. For calendar year 2010, or tax year beginning, and ending G Check all that apply: 0 Initial return L1 Initial return of a former public charity El Final return 0 Amended return 0 Address change 0 Name change Name of foundation A Employer identification number LOCKHART VAUGHAN FOUNDATION, INC Number and street (or P O box number if mail is not delivered to street address ) Room/swte B Telephone number C/O J.B. POWELL JR. 2 EAST READ ST 100 ( 410 ) City or town, state, and ZIP code C If exemption application is pending, check here BALTIMORE, MD D I. Foreign organizations, check here organizations H Check type of organization: Sectlon 501(c)(3) exempt private foundation 2. Foreign ere 8 5% test, attach comp uat on 0 Section 4947 ( a )( 1 ) nonexem p t charitable trust 0 Other taxable private foundation E If p rivate foundation status was terminated I Fair market value of all assets at end of year J Accounting method: Cash 0 Accrual under section 507(b)(1)(A), check here (from Part ll, col (c), line 16) 0 Other (specify) F If the foundation is in a 60-month termination (Part 1, column (d) must be on cash basis) under section 507 ( b )( 1 ) B ), check here Part I Analysis of Revenue and Expenses (a) Revenue and (b) Net investment (c) Adjusted net ( d) Disbursements (The total of amounts in columns (b), (c), and (d) may not for charitable purposes necessarily equal the amounts in column (a)) expenses per books income income (cash basis only) 1 Contributions, gifts, grants, etc., received N / A 0 cl-i 2 Check If the foundahon is not required to attach Sch B Interest on savings and temporary 3 cash investments 4 Dividends and interest from securities 580, S TATEMENT a Gross rents C B b Net rental income or Qoss) 6a Net gain or goss) from sale of assets not on line , 150. Gross sales price for all b assets on line ea 4,660, Capital gain net income (from Part IV, line 2) 714, Net short-term capital gain s 9 Income modifications Gross sales less returns 10a and allowances b Less Cost of goods sold c Gross profit or (loss) 11 Other Income NU J 12 Total. Add lines 1 throw h 11 1, 294, Compensation of officers, directors, trustees, etc 0. ~ ^f}^ 0 14 Other employee salaries and wages 7, , Pension plans, employee benefits y 16a Legal fees a b Accounting fees STMT 2 5, , 700. W c Other professional fees OMB No Interest 18 Taxes STMT 3 < Depreciation and depletion E 20 Occupancy < 21 Travel, conferences, and meetings r- 22 Printing and publications 0 23 Other expenses STMT , , Total operating and administrative expenses. Add lines 13 through , , , Contributions, gifts, grants paid 1 505, , 505, Total expenses and disbursements. Add lines 24 and 25 1, 636, , 538, Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements < b Net investment income Of negative, enter -0-) 1, 193, c Adjusted net income (if negative, enter -0- ) N / A LHA For Paperwork Reduction Act Notice, see the instructions Form 990-PF (2010)

2 cnrm QQn -P r9n1m T.nnVU IDm Ufa MN UI M L+nTTAma mtnwr T)1O r;7 _1 9Z 011 QA Pann7 Part II Balance Sheets A^chedSchedules andamounts inthedescnpbon Beginning of year End o f year column should betorend-ot -year amounts only (a) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-interest-bearing 155, , Savings and temporary cash investments 283, , , Accounts receivable Less: allowance for doubtful accounts 4 Pledges receivable Less: allowance for doubtful accounts 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons 7 Other notes and loans receivable Less: allowance for doubtful accounts to 8 Inventories for sale or use to 9 Prepaid expenses and deferred charges < 10a Investments -U.S. and state government obligations STMT 5 6, 262, , 289, 549. b Investments - corporate stock STMT 6 7, 361, , 070, , 847, 036. c Investments - corporate bonds 11 Investments - land, buildings, and equipment basis Less accumulated depreciation 12 Investments - mortgage loans 13 Investments - other STMT 7 13, 194, , , 414, Land, buildings, and equipment basis Less accumulated depreciation 15 Other assets (describe 16 Total assets to be comp leted by all filers 27, 257, , 900, , 801, Accounts payable and accrued expenses 18 Grants payable v) 19 Deferred revenue 1= 20 Loans from officers, directors, trustees, and other disqualified persons m 21 Mortgages and other notes payable J 22 Other liabilities (describe 23 Total liabilities ( add lines 17 throw h 22 ) Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and Unrestricted to 25 Temporarily restricted co 26 Permanently restricted r_ Foundations that do not follow SFAS 117, check here LL and complete lines 27 through 31. y 27 Capital stock, trust principal, or current funds 27, 257, , 900, 218. y 28 Paid-in or capital surplus, or land, bldg., and equipment fund to 29 Retained earnings, accumulated income, endowment, or other funds Z 30 Total net assets or fund balances 27, 257, Total liabilities and net assets/fund balances 27, 257, , 218. Part III Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 1 27, 257, Enter amount from Part I, line 27a 2 < > 3 Other increases not included in line 2 (itemize) Add lines 1, 2, and , 915, Decreases not included in line 2 (itemize) COST ADJUSTMENT TO STOCK 15, Total net assets or fund balances at end of year ( line 4 minus line 5 - Part II column ( b ), line , 900, 218. Form 990-P F (2010)

3 Form 990-PF (20 10) LOCKHART VAUGHAN FOUNDATION, INC 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, (b How acquired (c) Date acquired (d) Date sold 2-story brick warehouse; or common stock, 200 shs. MLC ^ - Purchase Co.) D - Donation (mo., day, yr.) (mo., day, yr.) la b C d e 2 a b c SEE ATTACHED STATEMENT (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) 1 d e 4, 660, , 946, a b c Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col. (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0 -) or (I) F.M.V. as of 12/31/69 Losses (from col. (h)) as of 12/31/69 over col. (j), if any d e If gain, also enter in Part I, line 7 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line , 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). If ( loss ), enter -0- in Part I line 8 3 N / A Part V I Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No If 'Yes,' the foundation does not qualify under section 4940 ( e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see instructions before making any entries. Base peraiod years Calendar year or tax year beginning m Adjusted qualify g distributions (bn Net value of noncha)ntable use assets Diivided ratio (col. (b ) divided by col. (c)) , 299, , 617, , 826, , 608, , 486, Total of line 1, column (d) Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of yea rs the foundation has been in existence if less than 5 years Enter the net value of noncharitable-use assets for 2010 fro m Part X, line , 356, Multiply line 4 by line 3 5 1, 492, Enter 1% of net investment income (1% of Part I, line 27b) 6 11, Add lines 5 and 6 7 1, 504, Enter qualifying distributions from Part XII, line 4 L 1, 538, 570. If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions Form 990-PF (2010)

4 Form 990-PF (2010) LOCKHART VAUGHAN FOUNDATION, INC Page 4 Part VI Excise Tax Based on Investment Income (Section 4940 (a), 4940 (b), 4940 (e), or see instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here (_] and enter 'N/A' on line 1. Date of ruling or determination letter: ( attach copy of letter if necessary -see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check here and enter 1% 1 11, 936. of Part I, line 27b c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b). 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Add lines 1 and , Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter , Credits/Payments: a 2010 estimated tax payments and 2009 overpayment credited to a 32, 106. 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 32, Enter any penalty for underpayment of estimated tax. Check here 0 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 9 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 10 20, Enter the amount of line 10 to be: Credited to 2011 estimated tax Refunded Poo, Part VII-A Statements Regarding Activities Is During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any matenals published or distributed by the foundation in connection with the activities. c Did the foundation file Form POL for this year? d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. $ 0. (2) On foundation managers. $ 0. e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. $ 0. 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? If "Yes, " attach a detailed descnption 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 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? b If 'Yes, has it filed a tax return on Form 990 -T for this year? 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 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? 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes, " complete Part 11, col. (c), and Part XV. Ba Enter the states to which the foundation reports or with which it is registered (see instructions) N/A IlbI IX 21 IX 3 X 4a X 4b 5 E X 7 X 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 X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(I)(3) or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV)? If 'Yes,' complete Part XIV 9 X 0 Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listinq their names and addresses 10 X Form 990-PF (2010)

5 Form 990 -PF (2010 ) LOCKHART VAUGHAN FOUNDATION, INC Page 5 Part VII -A Statements Regarding Activities (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512 ( b)(13)9 If 'Yes,' attach schedule ( see instructions) 11 X 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X Website address N/A 14 The books are in care of JOHN B. POWELL, JR. Telephone no- op- ( 410 ) Locatedat 2 EAST READ ST SUITE 100, BALTIMORE, MD ZIP Section 4947 ( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form Check here 0 and enter the amount of tax-exempt interest received or accrued during the year 15 N/A 16 At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over a bank, Yes No securities, or other financial account in a foreign country? 16 X See page 20 of the instructions for exceptions and filing requirements for Form TD F If 'Yes,' enter the name of the foreig n count rvio. Part VII - B Statements Regarding Activities for Which Form 4720 May Be Required Is File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes No 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? E] Yes No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? 0 Yes No (3) Furnish goods, services, or facilities to (or accept them from ) a disqualified persons 0 Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes 0 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 )? 0 Yes 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. ) 0 Yes No b If any answer is "Yes'to la ( 1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section ( d)-3 or in a current notice regarding disaster assistance ( see page 22 of the instructions)? lb X Organizations relying on a current notice regarding disaster assistance check here 0 c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2010? Ic X 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 ( l)(3) or 4942 (l )(5)): a At the end of tax year 2010, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before Yes No If 'Yes," list the years No. 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.) N/A 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. It 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? Yes No b If "Yes, did it have excess business holdings in 2010 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 2010.) N/A 3b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes 4a X 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 ieopardv before the first day of the tax year beginning in 2010? 4b X Form 990-PF (2010)

6 Part VII- B Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation ( section 4945 (e))? 0 Yes No (2) Influence the outcome of any specific public election ( see section 4955 ); or to carry on, directly or indirectly, any voter registration drives 0 Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes Yes No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a )(1), (2), or (3), or section 4940 (d)(2)7 = Yes 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? = Yes 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 or in a current notice regarding disaster assistance ( see instructions )? N/A 5b Organizations relying on a current notice regarding disaster assistance check here Q c If the answer is 'Yes' to question 5a ( 4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? N/A Yes No If "Yes, " attach the statement required by Regulations section (d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? Yes No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b X If "Yes" to 6b, file Form a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? Yes No b If 'Yes.' did the foundation receive any proceeds or have any net income attributable to the transaction? N/A 7b Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors I List all officers. directors. trustees. foundation manaaers and their compensation. (a) Name and address (b) Title, and average hours per week devoted to position (c) Compensation (If not paid, enter - 0 ( d)contribubonsto emp anddeterrrre,d Ions compensation (e) Ex ense account other allowances SEE STATEMENT Compensation of five hiahest - paid emalovees (other than those included on line 11. If none. enter "NONE." (a) Name and address of each employee paid more than $50,000 NONE (b) Title, and average hours per week devoted to position (c) Compensation (d)contribubonsto a p andebterred plan s compensation (e) Expense account, other allowances Total number of other employees paid over $50,000 I 0 Form 990-PF (2010)

7 Form 990-PF (2010). LOCKHART VAUGHAN FOUNDATION, INC Page 7 Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five highest -paid independent contractors for professional services. If none, enter " NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation NONE Total number of others receivin over $50, 000 for p rofessional services 0 Part IX-A Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. 1 N / A Expenses Part IX- B I Summarv of Proaram - Related Investments 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 throug h Form 990-PF (2010)

8 Form 990-PF (2010) LOCKHART VAUGHAN FOUNDATION, INC Page 8 Part X Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities 1a 30, 615, 706. b Average of monthly cash balances 1b 203, 247. c Fair market value of all other assets 1c d Total (add lines la, b, and c) td 30, e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) le 0. 2 Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1d 3 30, 818, Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 462, Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line , 356, Minimum investment return. Enter 5% of line , 833 Part XI Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here = and do not complete this part) 1 Minimum investment return from Part X, line 6 1 1, 517, a Tax on investment income for 2010 from Part VI, line 5 2a 11, 936. b Income tax for (This does not include the tax from PartVI.) 2b c Add lines 2a and 2b 2c 11, Distributable amount before adjustments. Subtract line 2c from line 1 3 1, 505, Recoveries of amounts treated as qualifying distributions Add lines 3 and 4 5 1, 505, Deduction from distributable amount (see instructions) Distributable amount as ad iusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 7 1, 505, Part XII a Qualifying Distributions (see instructions) Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 1a 1, 538, 570. b Program-related investments - total from Part IX-B lb 0. 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions. Add lines la through 3b. Enter here and on Part V. line 8, and Part XIII, line 4 4 1, 538, Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b 5 11, Adjusted qualifying distributions. Subtract line 5 from line 4 6 1, 526, 634. Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation 4940(e) reduction of tax in those years. qualifie s for the section Form 990-PF (2010)

9 Form 990-PF (2010) ' LOCKHART VAUGHAN FOUNDATION, INC Page 9 Part XIII Undistributed Income (see instructions) (a) (b) (c) (d) Corpus Years prior to Distributable amount for 2010 from Part XI, line7 1, 505, Undistributed income, if any, as of the end of 2010 a Enter amount for 2009 only 373, 805. b Total for prior years: 0. 3 Excess distributions ca rryover, if any, to 2010: a From 2005 b From 2006 c From 2007 d From 2008 e From 2009 f Total of lines 3a throug h e 0. 4 Qualifying distributions for 2010 from Part XI 1,line 1, 538, 570. a Applied to 2009, but not more than line 2a 373, 805. 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 2010 distributable amount 1, 164, 765. e Remaining amount distributed out of corpus 0. 5 Excess distributions carryover applied to (If an amount appears in column ( d), the same amount must be shown in column (a) ) 6 Enter 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 Subtract line 4a from line 2a. Taxable amount - see instr. 0 f Undistributed income for Subtract lines 4d and 5 from line 1. This amount must be distributed in Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) 0 8 Excess distributions carryover from 2005 not applied on line 5 or line Excess distributions carryover to Subtract lines 7 and 8 from line 6a 0 10 Analysis of line 9: a Excess from 2006 b Excess from c Excess from 2008 d Excess from 2009 e Excess from Form 990-PF (2010)

10 Form 990-PF 2010 LOCKHART VAUGHAN FOUNDATION INC Page 10 Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) N/A 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2010, enter the date of the ruling b Check box to indicate whether the foundation is a private operating foundation described in section 2 a Enter the lesser of the adjusted net Tax year Prior 3 income from Part I or the minimum ( a) 2010 (b) 2009 (c) 2 investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c Complete 3a, b, or c for the alternative test relied upon: a 'Assets' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(j)(3)(B)(i) b "Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c "Support alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(I)(3)(B)(ui) (3) Largest amount of support from Part XV I an exempt organization Supplementary Information (Complete this part only if the foundation had $5, 000 or more in assets at any time during the year- see the instructions.) 1 Information Regarding Foundation Managers: a List 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).) 3 ) or )( 5 ) (d) 2007 (e) Total b List 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 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here E 1 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed: SEE ATTACHED STATEMENT 11 b The form in which applications should be submitted and information and materials they should include: SEE ATTACHED STATEMENT 11 c Any submission deadlines: SEE ATTACHED STATEMENT 11 d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: SEE ATTACHED STATEMENT Form 990-PF (2010)

11 Form 990 -PF (2010) 11 a lurants and uontrndutions i ata uurin the T ear or roves Tor ruture ra ent Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or Name and address (home or business) any foundation manager status of contribution Amount or substantial contributor recipient a Paid dung the year SEE ATTACHED STATEMENT 10 1,505,322. b Total 3a Approved for future payment NONE Total 3b Form 990-PF (2010)

12 Form 990-PF (20 10) LOCKHART VAUGHAN FOUNDATION, INC Page 12 Part XVI-A Analysis of Income-Producing Activities Enter gross amounts unless otherwise indicated. 1 Program service revenue: a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments Unrelate d business income Excluded b y section 512, 513, or 514 (e) (a) Business code (b) Amount E^^L S1 code (d) Amount 4 Dividends and interest from securities , Net rental income or (loss) from real estate: a b Debt-financed property Not 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 , Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a b c Related or exempt function income d e 12 Subtotal. Add columns (b), (d), and (e) 0. 1, 294, Total. Add line 12, columns (b), (d), and (e) 13 1,294,911. (See worksheet in line 13 instructions to verity calculations.) Part XVI -B Relationship of Activities to the Accomplishment of Exempt Purposes r Uini- I. kcv IV)

13 Form 990-PF LOCKHART VAUGHAN FOUNDATION, INC Pa a 13 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations a b Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Transfers from the reporting foundation to a noncharitable exempt organization of (1) Cash (2) Other assets Other transactions: (1) Sales of assets to a noncharitable exempt organization 1b 1 A (2) Purchases of assets from a noncharitable exempt organization X (3) Rental of facilities, equipment, or other assets X (4) Reimbursement arrangements X (5) Loans or loan guarantees X (6) Performance of services or membership or fundraising solicitations Sharing of facilities, equipment, mailing lists, other assets, or paid employees CHI 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

14 CONTINUATION FOR 990-PF, PART IV LOCKHART VAUGHAN FOUNDATION, INC PAGE 1 OF 1 Part IV Ca pital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e. g., real estate, ( b 1 How acquired ( c) Date acquired ( d) Date sold D - Purchase onation 2-story brick warehouse ; or common stock, 200 shs. MLC Co. (mo., D - day, yr.) (mo., day, yr.) Donation la PUBLICLY TRADED SECURITIES b VANGUARD INSTITUTIONAL INDEX FUND P VARIOUS VARIOUS c VANGUARD TOTAL BOND MARKET INDEX FUND P VARIOUS VARIOUS d HARDING LOEVNER INTERNATIONAL P VARIOUS VARIOUS e VANGUARD TRUSTEES E QUITY FUND INTERNATIONAL PORTF P VARIOUS VARIOUS f ABERDEEN EME RGING MARKETS P VARIOUS VARIOUS TROWE PRICE NEW ERA FUND P VARIOUS VARIOUS h k m n 0 (e) Gross sales price ( f) Depreciation allowed (or allowable) (p) Cost or other basis plus expense of sale (h) Gain or (loss) ( e) plus ( f) minus (g) a 2, 025, , 692, b , 443. c 1, 850, , 601, d <38, 188.: e 50, , 576. <18, 576.: f , , 706. h k m n 0 Complete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 (I) 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. (I), if any Gains ( excess of col. (h) gain over col. (k), but not less than '-0-') a b 50, 443. c d < e < f , 706. h k m n 0 If g ai n, al, eo so enter in Part 1, line 7 2 Capital gain net income or (net capital loss ) ^ If (loss o ), enter ' - 0' in Part I, line 7 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). If (loss), enter '-0' in Part I, line 8 3 N / A 2 14,

15 LOCKHART VAUGHAN FOUNDATION, INC FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 1 SOURCE GROSS AMOUNT CAPITAL GAINS DIVIDENDS COLUMN (A) AMOUNT ABERDEEN EMERGING MARKETS MERCANTILE MONEY MARKET FUND MERCANTILE STOCKS PIMCO COMMODITIES T. ROWE PRICE NEW ERA FUND U.S. GOVT INTEREST VANGUARD BOND MARKET INDEX FUND VANGUARD INSTITUTIONAL INDEX FUND VANGUARD IPS 13, , , , , , , , , , , , , ,597. TOTAL TO FM 990-PF, PART I, LN 4 580, ,761. FORM 990-PF ACCOUNTING FEES STATEMENT 2 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES ACCOUNTING FEES 5, ,700. TO FORM 990-PF, PG 1, LN 16B 5, ,700. FORM 990-PF TAXES STATEMENT 3 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES FEDERAL INCOME TAX PAYMENTS 5, FEDERAL INCOME TAX REFUND <8,200.> TO FORM 990-PF, PG 1, LN 18 <3,200.> STATEMENT (S) 1, 2, 3

16 LOCKHART VAUGHAN FOUNDATION, INC FORM 990-PF OTHER EXPENSES STATEMENT 4 DESCRIPTION (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE PER BOOKS MENT INCOME NET INCOME PURPOSES MANAGEMENT FEES SUBSCRIPTIONS & DUES OFFICE EXPENSES INVESTMENT EXPENSES 84, , , , , , TO FORM 990-PF, PG 1, LN , , ,456. FORM 990-PF U.S. AND STATE/CITY GOVERNMENT OBLIGATIONS STATEMENT 5 U.S. OTHER FAIR MARKET DESCRIPTION GOV'T GOV'T BOOK VALUE VALUE VANGUARD BOND INDEX FUND X 4,684,263. 5,289,549. TOTAL U.S. GOVERNMENT OBLIGATIONS 4,684,263. 5,289,549. TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS TOTAL TO FORM 990-PF, PART II, LINE 10A 4,684,263. 5,289,549. FORM 990-PF CORPORATE STOCK STATEMENT 6 FAIR MARKET DESCRIPTION BOOK VALUE VALUE MERCANTILE STOCKS - STMT 9 1,340,600. 1,780,717. VANGUARD INSTITUTIONAL INDEX FUND 6,729,452. 9,066,319. TOTAL TO FORM 990-PF, PART II, LINE 10B 8,070, ,847,036. STATEMENT(S) 4, 5, 6

17 LOCKHART VAUGHAN FOUNDATION, INC FORM 990-PF OTHER INVESTMENTS STATEMENT 7 VALUATION FAIR MARKET DESCRIPTION METHOD BOOK VALUE VALUE ABERDEEN EMERGING MARKETS COST 866,831. 1,571,467. PIMCO COMMODITES REAL RETURN COST 491, ,920. T. ROWE PRICE NEW ERA FUND COST 895,244. 1,291,565. VANGUARD IPS COST 863, ,319. WEATHERLOW OFFSHORE FUND COST 5,150,000. 5,397,538. HARDING LOEVNER INTERNATIONAL COST 5,628,673. 5,641,150. TOTAL TO FORM 990-PF, PART II, LINE 13 13,895, ,414,959. FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS STATEMENT 8 TRUSTEES AND FOUNDATION MANAGERS EMPLOYEE TITLE AND COMPEN- BEN PLAN EXPENSE NAME AND ADDRESS AVRG HRS/WK SATION CONTRIB ACCOUNT SUSAN BAKER POWELL TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD JULIA B. SCHNUPP TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD BENJAMIN M. BAKER, III TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD JULIA P. O'BRIEN TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD BRENTNALL M. POWELL TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD KEVIN A. SCHNUPP TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD STATEMENT(S) 7, 8

18 LOCKHART VAUGHAN FOUNDATION, INC DAVID B. POWELL TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD KATE R. POWELL TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD MARY ETHERTON TRUSTEE 2 EAST READ ST. STE BALTIMORE, MD JOHN B. POWELL, JR SECRETARY /TREASURER 2 EAST READ ST. STE BALTIMORE, MD TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII STATEMENT(S) 8

19 Lockhart Vaughan Foundation, Inc Attachment to PF LOCKHART VAUGHAN FOUNDATION, INC. Part XV, Grants Paid or Approved During the Year Statement # LIST OF GRANTS - CHRONOLOGICAL ORGANIZATION PURPOSE AMOUNT 1/7/10 Association of Baltimore Area Grantmakers Community Development: $4,200 2 East Read Street, 8th Floor Educational programs and Baltimore, MD "best practices" for Baltimore area foundations. 3/2/10 Clayton Library Friends, Inc. Capital campaign to restore 100,000 PO Box Clayton Library for Houston, TX Genealogical Research. 3/16/10 Teach for America Education: 30, North Howard Street, Suite 300 Recruit, train, and support new Baltimore, MD teachers in Baltimore public schools. 3/30/10 Advocates for Children and Youth Education: 20,000 8 Market Place, 5th Floor General support of research, Baltimore, MD education, and advocacy of children's issues. 3/30/10 Baltimore Community Foundation, fiscal agent Education: 25,000 for Middle Grades Partnership Middle Grades Partnership 2 East Read Street summer learning program for Baltimore, MD public middle school students. 3/30/10 Baltimore Urban Debate League Education: 30,000 Miller's Court Debate clubs and competition 2601 N. Howard Street, Suite 150 for Baltimore public middle Baltimore, MD and high schools. 3/30/10 Children's Scholarship Fund Baltimore, Inc. Education: 35, N. Charles Street Scholarship assistance for Baltimore, MD Baltimore families. 3/30/10 Dyslexia Tutoring Program Education: 10, W. 40th Street, Suite 310 Summer tutoring program for Baltimore, MD children with dyslexia. 3/30/10 Enterprise Community Partners, Inc. Education: 20, N. Martin Luther King, Jr. Boulevard "HIPPY" program during Third Floor transition to Druid Heights Baltimore, MD Community Development Corporation. H \pete\lockhart Vaughan Foundation\20 1 0\20 10 Grants\990PF Grants - Chronological doc

20 to PE 'art XV, Grants Paid or Approved During the Year statement #10 ORGANIZATION PURPOSE AMOUNT 3/30/10 Gilman School Education: 5, Roland Avenue "Baltimore Independent Baltimore, MD School Learning Camp" for Baltimore public school students. 3/30/10 Jones Falls Watershed Association Environment : 15, Chestnut Avenue, Suite 100 To support Baltimore Water Baltimore, MD Alliance. 3/30/10 Maryland Nonprofits Community Development: 10, West Ostend Street - Suite 201 Technical assistance to Baltimore, MD Maryland nonprofits. 3/30/10 St. Paul's School Education: 12, Falls Road/PO Box 8100 "Bridges" summer learning Brooklandville, MD program for Baltimore public school students. 3/30/10 St. Vincent de Paul of Baltimore Education: 30, N. Charles Street, Suite 300 "Learn to Earn" jobs training Baltimore, MD program in Park Heights area. 4/5/10 Mother Seton Academy Education: 20, Greenmount Avenue Equipment for new school Baltimore, MD /12/10 Union of Concerned Scientists Environment: 15,000 Two Brattle Square Support for the work of Alden Cambridge, MA Meyer and his team on global warming. 5/25/10 Baltimore Medical System Environment : 13,230 The Ian J. Gray Building Rain garden and landscaping 3501 Sinclair Lane for new building in Baltimore, MD Highlandtown. 5/25/10 Tunbridge Charter Elementary School Education: 20,000 c/o AFYA Start-up facility costs for new 2800 Brendan Avenue charter school. Baltimore, MD /2/10 Open Society Institute Community Development: 50, North Charles Street, Suite 1300 Drug Addiction Treatment Baltimore, MD Program. Ja 2

21 Attachment to PF Part XV, Grants Paid or Approved During the Year Statement #10 ORGANIZATION PURPOSE AMOUNT 6/9/10 International Rescue Committee Education: 10, Eastern Avenue Support summer program for Baltimore, MD newly arrived refugee youth. 7/13/10 Enoch Pratt Free Library Community Development: 25, Cathedral Street Capital campaign for Enoch Baltimore, MD Pratt Free Library. 7/14/10 American Civil Liberties Union of Maryland Education: 50, Clipper Mill Road, Suite 350 Advocacy, education, and Baltimore, MD mobilization around adequate State funding for Baltimore public education. 7/14/10 Baltimore Community Foundation, fiscal agent Community Development: 30,000 for Pierce's Park Development of Pierce's Park 2 East Read Street in downtown Baltimore. Baltimore, MD /14/10 Building Educated Leaders for Life ("BELL") Education: 15, Clayton Street Summer education programs Dorchester, MA for Baltimore public school students. 7/14/10 Community Law Center Community Development: 20, Keswick Road, Suite 200 Free legal services for Baltimore, MD Baltimore neighborhood groups. 7/14/10 Enoch Pratt Free Library Education: 20, Cathedral Street Summer Reading Program. Baltimore, MD /14/10 Everyman Theatre Education: 12, N. Charles Street Theater matinee series for Baltimore, MD Baltimore high schools. 7/14/10 Friends of Patterson Park Community Development: 7, South Patterson Park Avenue Foster community support of Baltimore, MD Patterson Park.

22 LV4NII4II rauynau ruuuuauvii, m% Attachment to PF Part XV, Grants Paid or Approved During the Year Statement #10 ORGANIZATION PURPOSE AMOUNT 7/14/10 Greater Homewood Community Corporation, Community Development: 1,000 fiscal agent For concept plan for a trail c/o Ms. Anne S. Perkins along Stoney Run from Cold 315 Tuscany Road Spring Lane to 29th Street. Baltimore, MD /14/10 KIPP Baltimore Education: 50, Greenspring Avenue Gap funding at KIPP Harmony Baltimore, MD Academy. 7/14/10 National Museum of Ceramic Art & Glass, Inc. Education: 10, Shelleydale Drive Support the Ceramic Arts Baltimore, MD Middle School Program in 46 Baltimore City public schools. 7/14/10 Neighborhood Design Center Community Development: 10, Hollins Street Free design help for Baltimore Baltimore, MD non-profit organizations and neighborhoods. 7/14/10 Parks & People Foundation for SuperKids Camp Education: 20,000 Stieff Silver Building Summer learning for 1, Wyman Park Drive - Suite 010 rising first and second grade Baltimore, MD Baltimore public school students. 7/14/10 Village Learning Place Education: 10, Saint Paul Street Help support summer learning Baltimore, MD program. 11/16/10 Baltimore Leadership School for Young Women Education: 20,000 PO Box Start-up facility costs for new Baltimore, MD charter school. 11/16/10 Southwest Baltimore Charter School Education: 20, Herkimer Street Start-up facility costs for new Baltimore, MD charter school. 11/18/10 Arts Education in Maryland Schools Alliance Education: 10, W. Ostend Street, Suite A-3 Promoting arts education in Baltimore, MD Maryland schools.

23 LocKnart vaugnan rounoauon, inc Attachment to PF Part XV, Grants Paid or Approved During the Year Statement #10 ORGANIZATION PURPOSE AMOUNT 11/18/10 Baltimore Community Foundation, fiscal agent Environment: 25,000 for Central Maryland Transportation Alliance Central Maryland 2 East Read Street Transportation Alliance to Baltimore, MD advocate for transportation system. 11/18/10 Baltimore Jesuit Educational Initiative, Inc. for Education: 50,000 Christo Rey Jesuit High School Scholarships for Cristo Rey 420 S. Chester Street Jesuit High School. Baltimore, MD /18/10 Baltimore Montessori, Inc. Education: 30,000 Baltimore Montessori Charter School Gap-funding for the middle 204 Oakdale Road school. Baltimore, MD /18/10 Baltimore School for the Arts Foundation, Inc. Education: 25, Cathedral Street "TWIGS" after-school and Baltimore, MD Saturday programs. 11/18/10 Building Science Technology and Education Education: 15,000 Partnerships, Inc. Student internships in STEM. PO Box 1393 Brooklandville, MD /18/10 Chesapeake Bay Foundation Environment: 30,000 Philip Merrill Environmental Center Improvement of the 6 Herndon Avenue Chesapeake Bay. Annapolis, MD /18/10 CollegeBound Foundation Education: 25,000 The Canton House College counseling and last- 300 Water Street - Suite 300 dollar scholarships for Baltimore, MD Baltimore high school students. 11/18/10 Greater Homewood Community Corporation, Community Development: 7,000 fiscal agent For concept plan for a trail c/o Ms. Anne S. Perkins along Stoney Run from Cold 315 Tuscany Road Spring Lane to 29th Street. Baltimore, MD /18/10 Hampden Family Center Education: 18, West 36th Street After school enrichment Baltimore, MD program.

24 .OCknart vaugnan rounaation, inc. ; lttachment to PF 'art XV, Grants Paid or Approved During the Year itatement #10 ORGANIZATION PURPOSE AMOUNT 11/18/10 Herring Run Watershed Alliance, fiscal agent Environment: 25,000 for Baltimore Water Alliance, Inc. To support Baltimore Water 3545 Belair Road Alliance. Baltimore, MD /18/10 Incentive Mentoring Program, Inc. Education : 15,000 PO Box 1584 Tutoring and mentoring Baltimore, MD program at Dunbar High School and Academy for College and Career Exploration High School to achieve high school diploma and college admission. 11/18/10 Ingenuity Project Education: 30,000 Baltimore Polytechnic Institute Advanced math and science 1400 West Cold Spring Lane courses for Baltimore Baltimore, MD middle/high school students. 11/18/10 Jubilee Baltimore Community Development: 10, N. Calvert Street Help defray the general Baltimore, MD operating expenses. 11/18/10 New Leaders, Inc. Education: 45,000 1 East Mount Royal Avenue, 2nd Floor New Leaders for New Schools Baltimore, MD to recruit, train, and support new school principals in Baltimore public schools. 11/18/10 Playworks Education Energized for Education: 20,000 Playworks Baltimore Recess and sports programs in 2601 N. Howard Street, Suite 310 Baltimore City public schools. Baltimore, MD /18/10 Roland Park Public Education and Enrichment Education: 10,000 Fund Start -up costs for writing 5307 Falls Road Terrace curriculum and writing center. Baltimore, MD /18/10 Second Chance Community Development: 35, Warner Street To expand operation. Baltimore, MD 21230

25 -ul,nnaii rauanau ruu,wauuu, uw ttachment to PF 'art XV, Grants Paid or Approved During the Year Statement #10 ORGANIZATION PURPOSE AMOUNT 12/1/10 Children's Scholarship Fund Baltimore, Inc. Education: 16, N. Charles Street Scholarship assistance for Baltimore, MD Baltimore families. 12/1/10 Derryfield School Education: 10, River Road Capital Campaign - Gateway Manchester, NH Building 12/1/10 Emmanuel Episcopal Church Expenses of Search 16, Cathedral Street Committee. Baltimore, MD /1/10 Maryland General Hospital General support. 16, Linden Avenue Baltimore, MD /1/10 St. John's Episcopal Church Operations and programs of St. 10, Farmington Avenue John's Episcopal Church. West Hartford, CT /1/10 Union Memorial Hospital Foundation General support. 16, E. University Parkway Baltimore, MD /14/10 American Red Cross Disaster Relief 25,000 Central Maryland Chapter 4800 Mount Hope Drive Baltimore, MD /14/10 Everyman Theatre Community Development: 25, N. Charles Street Capital campaign to restore Baltimore, MD Town Theatre. 12/14/10 Fuel Fund of Maryland General support. 25, W. Chesapeake Avenue, Suite 115 Baltimore, MD /14/10 Healthcare for the Homeless Building Maintenance Fund. 25, Fallsway Baltimore, MD /14/10 Kennedy Krieger Institute General support. 25, North Broadway Baltimore, MD 21205