TY 2020 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

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

OMB No. 1545-0052

2020

Open to Public Inspection

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

Name of foundation
HEAD & HEART FOUNDATION TR 12319

Number and street (or P.O. box number if mail is not delivered to street address)BESSEMER TR 20 MONTCHANIN RD 1500
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WILMINGTON, DE19807

A Employer identification number

37-6701408

B Telephone number (see instructions)

(516) 508-9623

C If exemption application is pending, check here bullet

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

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

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

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

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

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

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

$294,668,668J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	1,530,217		1,530,217
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-990,431
b	Gross sales price for all assets on line 6a 95,128,121
7	Capital gain net income (from Part IV, line 2)...			0
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).......		10,144	0
12	Total. Add lines 1 through 11........	549,930		1,530,217
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		36,031	0	36,031
b	Accounting fees (attach schedule).......		6,000	0	6,000
c	Other professional fees (attach schedule)....		501,852	334,568	167,284
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		30,340	1,026	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		420	0	420
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	574,643		335,594	209,735
25	Contributions, gifts, grants paid.......	2,019,990			2,019,990
26	Total expenses and disbursements. Add lines 24 and 25	2,594,633		335,594	2,229,725
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-2,044,703
b	Net investment income (if negative, enter -0-)			1,194,623
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

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

Form 990-PF (2020)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	6,464,999	12,081,081	12,081,081
	3	Accounts receivable
		Less: allowance for doubtful accounts	8,904
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	2,163,539	44,318,092	45,213,595
	b	Investments—corporate stock (attach schedule).......	177,596,600	167,401,190	209,317,705
	c	Investments—corporate bonds (attach schedule).......	665,638	27,487,002	28,056,287
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	186,899,680	251,287,365	294,668,668
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	186,899,680	186,899,680
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	64,387,685
	29	Total net assets or fund balances (see instructions).....	186,899,680	251,287,365
	30	Total liabilities and net assets/fund balances (see instructions).	186,899,680	251,287,365

Part III

Analysis of Changes in Net Assets or Fund Balances

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

186,899,680

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

-2,044,703

Other increases not included in line 2 (itemize) bullet

66,432,388

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

251,287,365

Decreases not included in line 2 (itemize) bullet

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

251,287,365

Form 990-PF (2020)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation
1 a	PUBLICLY TRADED SECURITIES	P
b	PUBLICLY TRADED SECURITIES	P
c	PUBLICLY TRADED SECURITIES	P
d	PUBLICLY TRADED SECURITIES	P
e	Capital Gains Dividends	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	3,279,009	3,584,594	-305,585
b	43,241,642	47,098,233	-3,856,591
c	38,549,085	38,165,685	383,400
d	7,894,243	7,270,040	624,203
e	2,164,142		2,164,142

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			-305,585
b			-3,856,591
c			383,400
d			624,203
e			2,164,142

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	-990,431
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

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

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

1 Reserved

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

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

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

Form 990-PF (2020)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Reserved................................	1	16,605
c	All other domestic foundations enter 1.39% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2...........................	3	16,605
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	16,605
6	Credits/Payments:

a	2020 estimated tax payments and 2019 overpayment credited to 2020	6a	26,200
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	0
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	26,200
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	0
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	9,595
11	Enter the amount of line 10 to be: Credited to 2021 estimated tax9,595	Refunded	11	0

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ 0(2) On foundation managers. bullet

$ 0

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

on foundation managers. bullet

$ 0

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

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

Yes

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

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

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

Yes

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

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

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

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

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

Form 990-PF (2020)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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

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

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

advisory privileges? If "Yes," attach statement. See instructions.................

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

Yes

Website address bullet

N/A

The books are in care of bullet

BESSEMER TRUST Telephone no. bullet

(516) 508-9623

Located at bullet

1225 FRANKLIN AVENUEGARDEN CITYNY ZIP+4 bullet

11530

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

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

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

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

16 No

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

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If "Yes," list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 2020 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2020.)..................

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

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

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

Form 990-PF (2020)

Page 6

Part VII-B

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Part VIII

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

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

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
HB	PRESIDENT 1.00	0	0	0
C/O BESSEMER TRUST 20 MONTCHANIN ROAD WILMINGTON,DE19807	PRESIDENT 1.00	0	0	0
BESSEMER TRUST COMPANY OF DELAWARE	CORPORATE TRUSTEE 40.00	0	0	0
20 MONTCHANIN ROAD WILMINGTON,DE19807	CORPORATE TRUSTEE 40.00	0	0	0

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


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................				0

Form 990-PF (2020)

Page 7

Part VIII

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

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

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

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

Part IX-B

Summary of Program-Related Investments (see instructions)

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


2


All other program-related investments. See instructions.
3

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

Form 990-PF (2020)

Page 8

Part X

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

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

purposes:

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

231,010,727

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

9,538,245

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

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

240,548,972

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

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

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

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

240,548,972

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

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

3,608,235

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

236,940,737

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

11,847,037

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

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

11,847,037

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

16,605

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

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

16,605

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

11,830,432

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

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

11,830,432

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

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

11,830,432

Part XII

Qualifying Distributions (see instructions)

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

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

2,229,725

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

2,229,725

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

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

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

2,229,725

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2020)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2019	(c) 2019	(d) 2020
1 Distributable amount for 2020 from Part XI, line 7					11,830,432
2 Undistributed income, if any, as of the end of 2020:
a Enter amount for 2019 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2020:
a From 2015......
b From 2016......
c From 2017......
d From 2018......
e From 2019......	1,231,276
fTotal of lines 3a through e........		1,231,276
4Qualifying distributions for 2020 from Part
XII, line 4: $ 2,229,725
a Applied to 2019, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions).....			0
c Treated as distributions out of corpus (Election required—see instructions)........		0
d Applied to 2020 distributable amount.....					2,229,725
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2020.		1,231,276			1,231,276
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2020. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2021 ..........					8,369,431
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......		0
8 Excess distributions carryover from 2015 not applied on line 5 or line 7 (see instructions) ...		0
9Excess distributions carryover to 2021. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2016....
b Excess from 2017....
c Excess from 2018....
d Excess from 2019....
e Excess from 2020....

Form 990-PF (2020)

Page 10

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2020, enter the date of the ruling....... bullet

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

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

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

Part XV

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

1Information Regarding Foundation Managers:

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

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (2020)

Page 11

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
NATURAL RESOURCES DEFENSE COUNCIL 40 WEST 20TH STREET 11TH FLOOR NEW YORK,NY10011	N/A	PUBLIC CHARITY	GENERAL SUPPORT	2,000,000
STANFORD UNIVERSITY PO BOX 20466 STANFORD,CA94309	N/A	PUBLIC CHARITY	GENERAL SUPPORT	19,990
Total ................................. 3a				2,019,990

bApproved for future payment

Total ................................. 3b				0

Form 990-PF (2020)

Page 12

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities....			14	1,530,217
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.....			14	10,144
8 Gain or (loss) from sales of assets other than inventory ............			18	-990,431
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		549,930	0

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

549,930

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2020)

Page 13

Part XVII

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

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

Yes

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If "Yes," complete the following schedule.

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

Sign Here

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

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

Form 990-PF (2020)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2020 AccountingFeesSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX RETURN PREPARATION FEE	6,000	0		6,000

- TIN:

TY 2020 InvestmentsCorpBondsSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Name of Bond	End of Year Book Value	End of Year Fair Market Value
675000 ABBVIE INC	723,848	735,688
300000 ACE INA HLDGS INC	295,197	312,557
725000 AMAZON.COM INC	728,273	737,793
675000 AMERICAN EXPRESS CO	718,552	731,090
500000 AMERICAN HONDA FINANCE	498,707	511,292
600000 ANALOG DEVICES INC	686,922	684,919
495000 ANHEUSER-BUSCH CO/INBEV	535,746	559,688
600000 ANTHEM INC	687,450	691,580
686000 APPLE INC	734,117	733,911
500000 BANK OF NY MELLON CORP	500,959	522,292
509000 BRISTOL-MYERS SQUIBB CO	504,210	510,734
675000 BROADCOM CRP / CAYMN FI	729,112	730,168
500000 BURLINGTN NORTH SANTA FE	562,354	566,964
510000 CATERPILLAR FINL SERVICE	509,546	514,814
600000 CIGNA CORP	648,762	647,963
640000 COCA-COLA CO/THE	725,955	733,995
615000 COMCAST CORP	674,528	737,604
730000 CONAGRA BRANDS INC	726,897	736,275
500000 CONSTELLATION BRANDS INC	519,405	520,157
500000 COSTCO WHOLESALE CORP	500,506	514,769
735000 D.R. HORTON INC	734,204	739,632
435000 ELECTRONIC ARTS INC	455,242	517,219
30000 ELECTRONIC ARTS INC	30,225	30,074
690000 EQUIFAX INC	725,535	738,667
670000 ESTEE LAUDER CO INC	702,170	739,044
400000 GENERAL DYNAMICS CORP	462,784	474,819
650000 HCA INC	723,401	731,239
715000 HP ENTERPRISE CO	719,807	733,652
500000 JABIL INC	536,009	534,525
500000 LABORATORY CORP OF AMER	513,785	514,936
500000 MCDONALD'S CORP	543,940	556,236
500000 MICROSOFT CORP	535,896	545,319
500000 MONDELEZ INTERNATIONAL	497,320	517,220
500000 NORTHROP GRUMMAN CORP	502,904	519,313
30000 ORACLE CORP SR GLBL NT	30,283	30,795
415000 PACCAR FINANCIAL CORP	414,892	419,119
500000 PAYPAL HOLDINGS INC	499,900	522,941
30000 PNC FINANCIAL SERVICES	30,646	30,986
730000 ROPER TECHNOLOGIES INC	731,715	739,540
740000 ROSS STORES INC	736,016	739,307
625000 SOUTHWEST AIRLINES CO	729,130	743,052
730000 TOYOTA MOTOR CREDIT CORP	732,362	735,402
330000 UNILEVER CAPITAL CORP	328,314	331,767
733000 VERIZON COMMUNICATIONS	738,933	730,090
500000 VF CORP	502,842	510,292
415000 VISA INC	407,335	434,196
500000 MAGNA INTERNATIONAL INC	518,127	547,325
500000 DIAGEO CAPITAL PLC	503,479	523,240
500000 TAKEDA PHARMACEUTICAL	618,326	621,129
210000 ALLYA 2018-2 A3	70,434	70,958

- TIN:

TY 2020 InvestmentsCorpStockSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Name of Stock	End of Year Book Value	End of Year Fair Market Value
13345 SHS TENCENT HOLDINGS LTD	548,442	970,477
3500 SHS SEA LTD ADR	173,237	696,675
1512 SHS ALPHABET INC CLASS C	1,618,032	2,648,843
2050 SHS CHARTER COMMUNICATIONS INC	1,023,219	1,356,178
7480 SHS FACEBOOK INC-A	1,287,811	2,043,237
3228 SHS MATCH GROUP INC	320,140	488,041
11970 SHS DOLLARAMA INC	400,339	487,239
1200 SHS LVMH MOET HENNESSY VUITTON	520,612	752,310
3950 SHS ALIBABA GROUP HOLDINGS LTD	679,358	919,284
3030 SHS ADVANCE AUTO PARTS	340,417	477,255
724 SHS AMAZON.COM INC	830,655	2,358,017
1945 SHS BURLINGTON STORES INC	332,299	508,715
6800 SHS HILTON WORLDWIDE HOLDINGS	645,035	756,568
1790 SHS HOME DEPOT	326,355	475,460
9640 SHS NIKE INC CL B	653,886	1,363,771
6550 SHS ROSS STORES INC	656,513	804,406
5135 SHS WYNDHAM HOTELS & RESORTS	285,723	305,224
7705 SHS PEPSICO INC	904,407	1,142,652
9280 SHS US FOODS HOLDING CORP	236,706	309,117
3405 SHS CHUBB LIMITED	475,233	524,098
2200 SHS AON PLC	457,624	464,794
789 SHS BLACKROCK INC	421,698	569,295
15300 SHS BLACKSTONE GROUP INC	818,204	991,593
3310 SHS NASDAQ INC.	280,140	439,369
1520 SHS S&P GLOBAL INC.	400,021	499,670
9800 SHS SCHWAB CHARLES CORP NEW	483,538	519,792
2440 SHS STERIS PLC	250,136	462,478
1656 SHS COOPER COS INC	407,786	601,658
5065 SHS DANAHER CORP	470,215	1,125,139
7385 SHS IQVIA HOLDINGS INC	1,107,081	1,323,170
2160 SHS LAB CORP OF AMER HLDGS NEW	338,238	439,668
1177 SHS TELEFLEX INC	330,009	484,418
2429 SHS THERMO FISHER SCIENTIFIC	439,798	1,131,380
3530 SHS UNITEDHEALTH GROUP INC	913,222	1,237,900
465 SHS WEST PHARMACEUTICAL SVC	56,435	131,739
5475 SHS ZOETIS INC	391,908	906,113
5350 SHS SAFRAN SA	680,158	761,210
51600 SHS RENTOKIL INITIAL PLC	353,903	358,997
1885 SHS CINTAS CORP	306,679	666,272
3515 SHS DOVER CORP	299,735	443,769
2505 SHS EQUIFAX INC	332,082	483,064
9895 SHS FORTIVE CO	606,716	700,764
7840 SHS IAA INC	256,095	509,443
1010 SHS IDEX CORP	135,547	201,192
1090 SHS L3 HARRIS TECHNOLOGIES INC	170,516	206,032
6570 SHS SMITH A O CORP	307,876	360,167
7795 SHS UNION PACIFIC CORP	1,345,882	1,623,075
1410 SHS VERISK ANALYTICS INC-CL A	176,770	292,702
1445 SHS NICE LTD ADR	231,805	409,715
775 SHS ASML HOLDING	353,141	378,071
1900 SHS ADOBE INC	773,347	950,228
5425 SHS AMPHENOL CORP	513,226	709,427
1265 SHS ANSYS INC	197,063	460,207
23220 SHS APPLE INC	1,094,629	3,081,062
1350 SHS ASPEN TECHNOLOGY	179,453	175,838
2740 SHS CDW CORP/DE	286,456	361,105
2935 SHS CMC MATERIALS INC	411,557	444,066
8850 SHS FIDELITY NATL INFO SVCS	921,576	1,251,921
17010 SHS MICROSOFT CORP	1,431,058	3,783,364
568 SHS PAYCOM SOFTWARE INC	192,978	256,878
1487 SHS SERVICENOW INC	343,643	818,489
4800 SHS SS&C TECHNOLOGIES HOLDINGS	305,988	349,200
2355 SHS SYNOPSYS INC	250,570	610,510
8790 SHS TEXAS INSTRUMENTS INC	899,565	1,442,703
10945 SHS VISA INC	1,336,918	2,394,000
2500 SHS WEX INC	452,980	508,825
2660 SHS APTARGROUP INC	271,539	364,127
4015 SHS AMERICAN TOWER CORP	698,708	901,207
4200 SHS AMEREN CORP	342,573	327,852
2840 SHS AMERICAN WATER WORKS CO	222,993	435,855
1328612.629 SHS OW CREDIT INCOME FUND	13,286,386	13,565,135
5978453.381 SHS OW LARGE CAP STRATEGIES FD	86,506,118	102,470,691
1929685.094 SHS OW SMALL & MIDCAP STRAT FD	31,100,489	35,544,799

- TIN:

TY 2020 InvestmentsGovtObligationsSch

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

US Government Securities - End of Year Book Value:

42,118,092

US Government Securities - End of Year Fair Market Value:

42,990,381

State & Local Government Securities - End of Year Book Value:

2,200,000

State & Local Government Securities - End of Year Fair Market Value:

2,223,214

- TIN:

TY 2020 LegalFeesSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	36,031	0		36,031

- TIN:

TY 2020 OtherExpensesSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
STATE FILING FEE	325	0		325
DE REPRESENTATION FEE	95	0		95

- TIN:

TY 2020 OtherIncomeSchedule2

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
BLACKSTONE RETURN OF CAPITAL	10,144	0	10,144

- TIN:

TY 2020 OtherIncreasesSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Description	Amount
ASSETS RECEIVED FROM ANDERSON FAMILY CHARITABLE FUND	66,432,388

- TIN:

TY 2020 OtherProfessionalFeesSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT FEES	501,852	334,568		167,284

- TIN:

TY 2020 TaxesSchedule

Name:

HEAD & HEART FOUNDATION TR 12319

EIN:

37-6701408

Category	Amount	Net Investment Income
FEDERAL TAX PAYMENTS	26,400	0
FOREIGN TAXES	1,026	1,026
FOEREIGN TAXES WITHHELD IN EXCESS OF TREATY	2,914	0