Form990-PF


Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 10-01-2021 , and ending 09-30-2022
Name of foundation
THE PHILEONA FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)1113 EAST HENNEPIN AVENUE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN55414
A Employer identification number

41-1763225
B Telephone number (see instructions)

(612) 801-8020
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$20,730,984J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 545,039 537,039  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 265,890
b Gross sales price for all assets on line 6a 4,908,865
7 Capital gain net income (from Part IV, line 2)... 265,890
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 240,819 25,475  
12 Total. Add lines 1 through 11........ 1,051,748 828,404  
Operating and Administrative Expenses 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).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 20,791 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 20,443 20,443   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 41,234 20,443   0
25 Contributions, gifts, grants paid....... 1,862,081 1,862,081
26 Total expenses and disbursements. Add lines 24 and 25 1,903,315 20,443   1,862,081
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -851,567
b Net investment income (if negative, enter -0-) 807,961
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 367,846 156,121 156,121
2 Savings and temporary cash investments.........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 21,932,387 Click to see attachment21,948,395 20,573,363
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment1,500 Click to see attachment1,500 Click to see attachment1,500
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 22,301,733 22,106,016 20,730,984
Liabilities 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 bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 23,002,614 22,151,047
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds -700,881 -45,031
29 Total net assets or fund balances (see instructions)..... 22,301,733 22,106,016
30 Total liabilities and net assets/fund balances (see instructions). 22,301,733 22,106,016
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
22,301,733
2
Enter amount from Part I, line 27a .....................
2
-851,567
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
655,850
4
Add lines 1, 2, and 3 ..........................
4
22,106,016
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
22,106,016
Form 990-PF (2021)
Form 990-PF (2021)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a UNIVERSITY MISSISSIPPI P 2019-09-26 2021-10-01
b TIAA FSB JACKSONVILLE FLA CD P 2019-04-10 2021-10-18
c HATTERAS CORE ALT TEI P 2010-03-01 2021-10-01
d VANGUARD ULTRA SHORT TERM BOND P   2022-01-24
e DISCOVER BANK P 2020-03-30 2022-04-04
MAINE MUN BD BK LIQUOR OP REV P 2020-05-27 2022-06-01
VANGUARD SHORT TERM INV-GR P   2022-06-09
VANGUARD ULTRA SHORT TERM BOND P 2017-02-01 2022-06-09
CAPITAL GAINS DIVIDENDS P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 200,000   200,025 -25
b 150,000   150,025 -25
c 11,042   10,119 923
d 1,400,000   1,398,541 1,459
e 245,000   245,025 -25
135,000   143,124 -8,124
1,759,000   1,849,657 -90,657
640,283   646,459 -6,176
368,540     368,540
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       -25
b       -25
c       923
d       1,459
e       -25
      -8,124
      -90,657
      -6,176
      368,540
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 265,890
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 11,231
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 11,231
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 16,355
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 16,355
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 5,124
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet5,124 RefundedBullet 11 0
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XIV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletMD MILLER Telephone no.bullet (612) 801-8020

    Located atbullet1113 EAST HENNEPIN AVENUEMINNEAPOLISMN ZIP+4bullet55414
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2021, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet
    Part VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
     
    No
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)? ......................
    1a(5)
     
    No
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.) ...............
    1a(6)
     
    No
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
    1b
     
     
    c
    ........bullet
    d
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2021? .............
    1d
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2021.) .....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
    5b
     
     
    c
    .........bullet
    d
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant? .................
    5d
     
     
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract? .............................
    6a
     
    No
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    7a
     
    No
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .........................
    8
     
    No
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    MD MILLER CHAIRMAN
    1.00     		0 0 0
    1113 EAST HENNEPIN AVENUE
    MINNEAPOLIS,MN55414
    MJ MILLER DIRECTOR
    1.00     		0 0 0
    1113 EAST HENNEPIN AVENUE
    MINNEAPOLIS,MN55414
    DJ MILLER DIRECTOR
    1.00     		0 0 0
    1113 EAST HENNEPIN AVENUE
    MINNEAPOLIS,MN55414
    SL MILLER DIRECTOR
    1.00     		0 0 0
    1113 EAST HENNEPIN AVENUE
    MINNEAPOLIS,MN55414
    T SLEDD DIRECTOR
    1.00     		0 0 0
    1113 EAST HENNEPIN AVENUE
    MINNEAPOLIS,MN55414
    SD MILLER DIRECTOR
    1.00     		0 0 0
    1113 EAST HENNEPIN AVENUE
    MINNEAPOLIS,MN55414
    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...................bullet 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part VIII-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part VIII-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    22,997,388
    b
    Average of monthly cash balances.......................
    1b
    413,683
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    23,411,071
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    23,411,071
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    351,166
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    23,059,905
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    1,152,995
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    1,152,995
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    11,231
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    11,231
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,141,764
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,141,764
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
    7
    1,141,764
    Part XI
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 1,141,764
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 1,213,487
    b Total for prior years:2017, 20, 20 6,593
    3 Excess distributions carryover, if any, to 2021:
    a From 2016......  
    b From 2017......  
    c From 2018......  
    d From 2019......  
    e From 2020......  
    f Total of lines 3a through e ........ 0
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 1,862,081
    a Applied to 2020, but not more than line 2a 1,213,487
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		Click to see attachment6,593
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2021 distributable amount..... 642,001
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		499,763
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2016 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020....  
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2021, enter the date of the ruling ....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part IX, line 6 for each year listed ..     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    MD MILLER
    DJ MILLER
    SL MILLER
    SD MILLER
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or 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 (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ACHIEVE MINNEAPOLIS
    111 3RD AVE S STE 5
    MINNEAPOLIS,MN55401     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    AMERICAN ASSOCIATES OF THE NATIONAL THEATRE INC
    247 WEST 30TH STREET NO 8F
    NEW YORK,NY10001     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,500
    AMERICAN CIVIL LIBERTIES UNION OF MINNESOTA FOUNDATION
    PO BOX 14720
    MINNEAPOLIS,MN55414     		N/A PUBLIC CHARITY GENERAL CHARITABLE 14,000
    ANIMAL FOLKS
    1041 GRAND AVE NUMBER 115
    ST PAUL,MN55105     		N/A PUBLIC CHARITY GENERAL CHARITABLE 15,000
    APPETITE FOR CHANGE INC
    1200 WEST BROADWAY AVENUE SUITE 250
    MINNEAPOLIS,MN55411     		N/A PUBLIC CHARITY GENERAL CHARITABLE 11,300
    ARTHRITIS NATIONAL RESEARCH FOUNDATION
    19200 VON KARMAN AVENUE
    IRVINE,CA92612     		N/A PUBLIC CHARITY GENERAL CHARITABLE 50,000
    ARTISANS GUILD OF AMERICA
    21-07 41ST AVE 5TH FLOOR
    LONG ISLAND CITY,NY11101     		N/A PUBLIC CHARITY GENERAL CHARITABLE 500
    AS220 REAL ESTATE SUPPORT CORP
    95 MATHEWSON STREET BOX 204
    PROVIDENCE,RI02903     		N/A PUBLIC CHARITY GENERAL CHARITABLE 7,000
    AVIVO
    1900 CHICAGO AVENUE SOUTH
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY GENERAL CHARITABLE 17,500
    BE THE MATCH FOUNDATION
    500 N 5TH STREET
    MINNEAPOLIS,MN55401     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    BEFORE RACISM
    5051 DREW AVENUE SOUTH
    MINNEAPOLIS,MN55410     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    BLYTHEDALE CHILDREN'S HOSPITAL
    95 BRADHURST AVE
    VALHALLA,NY10595     		N/A PUBLIC CHARITY GENERAL CHARITABLE 100
    BRECK SCHOOL
    123 OTTAWA AVE N
    MINNEAPOLIS,MN55422     		N/A PUBLIC CHARITY GENERAL CHARITABLE 6,000
    BUG PERFORMANCE AND MEDIA ART CENTER
    3654 NAVAJO STREET
    DENVER,CO80211     		N/A PUBLIC CHARITY GENERAL CHARITABLE 20,000
    BURLINGTON CITY ARTS FOUNDATION INC
    135 CHURCH STREET
    BURLINGTON,VT05401     		N/A PUBLIC CHARITY GENERAL CHARITABLE 20,000
    CAMERON CHAMP FOUNDATION
    1137 CENTRE STREET NO 201
    THORNHILL,ONTARIO  
    CA     		N/A PUBLIC CHARITY GENERAL CHARITABLE 500
    CAMP FOR ALL KIDS
    PO BOX 50194
    ST LOUIS,MO63105     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,900
    CHILDREN'S FOUNDATION
    2049 CENTURY PARK E
    LOS ANGELES,CA90067     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    CHILDREN'S HOSPITAL OF ORANGE COUNTY (CHOC) FOUNDATION
    1201 WEST LA VETA AVENUE
    ORANGE,CA92868     		N/A PUBLIC CHARITY GENERAL CHARITABLE 32,500
    CHILDREN'S THEATRE COMPANY AND SCHOOL
    2400 3RD AVENUE SOUTH
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    CITY OF HOPE
    1500 EAST DUARTE ROAD
    DUARTE,CA91010     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    COMMON CAUSE EDUCATION FUND
    805 15TH STREET NO 800
    WASHINGTON,DC20005     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    CORNELIA DE LANGE SYNDROME (CDLS) FOUNDATION
    30 TOWER LANE
    AVON,CT06001     		N/A PUBLIC CHARITY GENERAL CHARITABLE 100
    ELYSE FOX CLUB INC (SAD GIRLS CLUB)
    37 SHEPHERD AVENUE
    BROOKLYN,NY11208     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    EVANS SCHOLARS FOUNDATION
    2501 PATRIOT BOULEVARD
    GLENVIEW,IL60026     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    FRESH ENERGY
    408 ST PETER STE 220
    ST PAUL,MN55102     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,000
    FRIENDS OF STOWE VIBRANCY INC
    PO BOX 482
    STOWE,VT05672     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    GIRLS ON THE RUN
    611 PENNSYLVANIA AVE SE STE 327
    WASHINGTON,DC20003     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,000
    GIRLS WHO INVEST INC
    CHURCH STREET STATION PO BOX 3437
    NEW YORK,NY10008     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    GRAYWOLF PRESS
    250 THIRD AVENUE N NO 600
    MINNEAPOLIS,MN55401     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    GUTHRIE THEATER FOUNDATION
    818 2ND ST S
    MINNEAPOLIS,MN55415     		N/A PUBLIC CHARITY GENERAL CHARITABLE 89,006
    HENNEPIN THEATRE TRUST
    615 HENNEPIN AVE
    MINNEAPOLIS,MN55403     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    HORSES WITHOUT HUMANS RESCUE ORGANIZATION
    6191 N US HWY 129
    BELL,FL32619     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    HOUSE OF CHARITY
    10802 SUGAR HILL DRIVE SUITE A
    HOUSTON,TX77042     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,000
    INDIGENOUS PEOPLES TASK FORCE
    1335 EAST 23RD STREET
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY GENERAL CHARITABLE 30,000
    INTERACT CENTER FOR THE VISUAL AND PERFORMING ARTS INC
    1860 MINNEHAHA AVENUE WEST
    ST PAUL,MN55104     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    JEWISH FAMILY AND CHILDRENS SERVICE OF MPLS
    13100 WAYZATA BLVD STE 200
    MINNEAPOLIS,MN55305     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    JEWISH FEDERATION AND FAMILY SERVICES OF ORANGE COUNTY
    1 FEDERATION WAY NO 210
    IRVINE,CA92603     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    JEWISH FEDERATION OF BROWARD COUNTY
    5890 S PINE ISLAND ROAD
    DAVIE,FL33328     		N/A PUBLIC CHARITY GENERAL CHARITABLE 25,000
    JUXTAPOSITION ARTS INC
    2007 EMERSON AVE N
    MINNEAPOLIS,MN55411     		N/A PUBLIC CHARITY GENERAL CHARITABLE 13,500
    LETS GO FISHING EDEN PRAIRIE
    PO BOX 44992
    EDEN PRAIRIE,MN55347     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    LETS GO FISHING ST CROIX VALLEY
    200 5TH AVE SOUTH
    BAYPORT,MN55003     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    LUNDSTRUM CENTER FOR THE PERFORMING ARTS
    1617 NO SECOND STREET
    MINNEAPOLIS,MN55411     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    MARINE PRESERVATION SOCIETY OF THE FLORIDA KEYS INC
    PO BOX 5200
    KEY WEST,FL33040     		N/A PUBLIC CHARITY GENERAL CHARITABLE 25,000
    MIDWAY CONTEMPORARY ART
    527 SE 2ND AVE
    MINNEAPOLIS,MN55414     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    MINNEAPOLIS FOUNDATION
    80 S 8TH STREET
    MINNEAPOLIS,MN55402     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    MINNEAPOLIS JEWISH FEDERATION
    13100 WAYZATA BLVD STE 200
    MINNEAPOLIS,MN55305     		N/A PUBLIC CHARITY GENERAL CHARITABLE 325,000
    MINNEOSTA INDIGENOUS BUSINESS ALLIANCE
    PO BOX 40354
    ST PAUL,MN55104     		N/A PUBLIC CHARITY GENERAL CHARITABLE 7,500
    MINNESOTA INDIAN WOMEN'S RESOURCE CENTER (MIWRC)
    2300 15TH AVE S
    MINNEAPOLIS,MN55404     		N/A PUBLIC CHARITY GENERAL CHARITABLE 4,000
    MINNESOTA PUBLIC RADIO
    480 CEDAR ST
    ST PAUL,MN55101     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    MINNESOTA STATE COLLEGE STUDENT ASSOCIATION INC DBA LEADMN
    1515 ROBERT STREET SOUTH
    WEST ST PAUL,MN55118     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    MISSION ANIMAL HOSPITAL
    10100 VIKING DR STE 150
    EDEN PRAIRIE,MN55344     		N/A PUBLIC CHARITY GENERAL CHARITABLE 236,050
    MIXED BLOOD THEATRE COMPANY
    1501 SOUTH 4TH STREET
    MINNEAPOLIS,MN55454     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    NAVIGATE MN
    1515 E LAKE STREET
    MINNEAPOLIS,MN55407     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    NEIGHBORHOOD HOUSE
    179 EAST ROBIE STREET
    ST PAUL,MN55407     		N/A PUBLIC CHARITY GENERAL CHARITABLE 15,000
    NEW YORK THEATRE WORKSHOP INC (NYTW)
    79 EAST 4TH STREET
    NEW YORK,NY10003     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    NORTHSIDE ACHIEVEMENT ZONE (NAZ)
    2123 W BROADWAY AVE STE 100
    MINNEAPOLIS,MN55411     		N/A PUBLIC CHARITY GENERAL CHARITABLE 31,000
    PARTNERSHIP RESOURCES INC
    1069 10TH AVE SE
    MINNEAPOLIS,MN55414     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    PET HAVEN INC OF MINNESOTA
    PO BOX 19105
    MINNEAPOLIS,MN55419     		N/A PUBLIC CHARITY GENERAL CHARITABLE 15,000
    PIM ARTS HIGH SCHOOL
    7255 FLYING CLOUD DRIVE
    EDEN PRAIRIE,MN55344     		N/A PUBLIC CHARITY GENERAL CHARITABLE 6,000
    PIPELINE THEATRE COMPANY INC
    PO BOX 30156
    NEW YORK,NY10011     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    PLANNED PARENTHOOD ACTION FUND INC
    123 WILLIAM STREET 10TH FLOOR
    NEW YORK,NY10038     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    PLANNED PARENTHOOD
    123 WILLIAM STREET 10TH FLOOR
    NEW YORK,NY10038     		N/A PUBLIC CHARITY GENERAL CHARITABLE 56,000
    PROJECT SUCCESS
    1 GROVELAND TERRACE 300
    MINNEAPOLIS,MN55403     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    RAICES ACTION FUND
    1305 NORTH FLORES STREET
    SAN ANTONIO,TX78212     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    REEF RENEWAL USA
    7 DURHAM RD
    LARCHMONT,NY10538     		N/A PUBLIC CHARITY GENERAL CHARITABLE 25,000
    SEA TURTLE OVERSIGHT PROTECTION INC
    3104 NE 9TH STREET
    FORT LAUDERDALE,FL33304     		N/A PUBLIC CHARITY GENERAL CHARITABLE 27,000
    SECOND HARVEST FOOD BANK OF ORANGE COUNTY INC
    8014 MARINE WAY
    IRVINE,CA92618     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    SECOND STAGES THEATER
    305 W 43RD ST
    NEW YORK,NY10036     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    SHOLOM FOUNDATION
    1670 ROBERT STREET BOX 357
    ST PAUL,MN55118     		N/A PUBLIC CHARITY GENERAL CHARITABLE 50,000
    SING FOR HOPE
    575 EIGHT AVE STE 1812
    NEW YORK,NY10018     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    SOS OUTREACH
    PO BOX 2020
    AVON,CO81620     		N/A PUBLIC CHARITY GENERAL CHARITABLE 35,000
    SUSTAINABLE MARKETS FOUNDATION
    45 WEST 36TH STREET 6TH FLOOR
    NEW YORK,NY10018     		N/A PUBLIC CHARITY GENERAL CHARITABLE 75,000
    TEMPLE ISRAEL
    2324 EMERSON AVE S
    MINNEAPOLIS,MN55405     		N/A PUBLIC CHARITY GENERAL CHARITABLE 75,600
    THE BUSHWICK STARR INC
    207 STARR ST
    BROOKLYN,NY11237     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    THE CENTER FOR INDEPENDENT DOCUMENTARY INC
    1300 SOLDIERS FIELD ROAD NO 5
    BOSTON,MA02135     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    THE CENTER FOR REPRODUCTIVE RIGHTS INC
    199 WATER STREET 22ND FLOOR
    NEW YORK,NY10038     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    THE CONSTELLATION FUND
    323 NORTH WASHINGTON AVENUE 2ND FL
    MINNEAPOLIS,MN55401     		N/A PUBLIC CHARITY GENERAL CHARITABLE 20,000
    THE COOKIE CART
    1119 W BROADWAY AVE
    MINNEAPOLIS,MN55411     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    THE INNOCENCE PROJECT INC
    40 WORTH STREET SUITE 701
    NEW YORK,NY10013     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    THE LAWRENCEVILLE SCHOOL
    2500 MAIN STREET
    LAWRENCEVILLE,NJ08648     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    THE PINK AGENDA
    60 EAST 56TH STREET 8TH FLOOR
    NEW YORK,NY10022     		N/A PUBLIC CHARITY GENERAL CHARITABLE 16,000
    THE PLAYWRIGHT'S CENTER INC
    2301 FRANKLIN AVE E
    MINNEAPOLIS,MN55406     		N/A PUBLIC CHARITY GENERAL CHARITABLE 12,500
    THE PUBLIC'S RADIO
    1 UNION STATION
    PROVIDENCE,RI02903     		N/A PUBLIC CHARITY GENERAL CHARITABLE 1,000
    THE SYLVIA CENTER INC
    2417 3RD AVENUE NO 301
    BRONX,NY10451     		N/A PUBLIC CHARITY GENERAL CHARITABLE 3,000
    THEATER LATTE DA
    345 13TH AVENUE NE
    MINNEAPOLIS,MN55413     		N/A PUBLIC CHARITY GENERAL CHARITABLE 29,425
    THIS OLD HORSE INC
    13926 60TH STREET SOUTH
    AFTON,MN55001     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,500
    TRADEMARK THEATER
    2285 UNIVERSITY AVENUE WEST UNIT 45
    ST PAUL,MN55114     		N/A PUBLIC CHARITY GENERAL CHARITABLE 2,000
    UJAMAA PLACE
    1821 UNIVERSITY AVE N187
    ST PAUL,MN55104     		N/A PUBLIC CHARITY GENERAL CHARITABLE 15,000
    UNIVERSITY OF MINNESOTA FOUNDATION COLLEGE OF VETERINARY MEDICINE
    200 OAK STREET SE NO 500
    MINNEAPOLIS,MN55455     		N/A PUBLIC CHARITY GENERAL CHARITABLE 167,500
    WALKER ART CENTER
    1750 HENNEPIN AVE
    MINNEAPOLIS,MN55403     		N/A PUBLIC CHARITY GENERAL CHARITABLE 7,750
    WALLIN EDUCATION PARTNERS
    5200 WILSON ROAD
    MINNEAPOLIS,MN55424     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,750
    WAY TO RISE
    340 S LEMON AVE 1940
    WALNUT,CA91789     		N/A PUBLIC CHARITY GENERAL CHARITABLE 11,600
    WILDFLYERGUTTER PUNK COFFEE
    3125 10TH AVE S 11
    MINNEAPOLIS,MN55407     		N/A PUBLIC CHARITY GENERAL CHARITABLE 3,500
    WILDLIFE REHABILITATION CENTER
    2530 DALE ST N
    ROSEVILLE,MN55113     		N/A PUBLIC CHARITY GENERAL CHARITABLE 10,000
    WORLD WILDLIFE FUND INC
    1250 24TH ST NW
    WASHINGTON,DC20037     		N/A PUBLIC CHARITY GENERAL CHARITABLE 5,000
    Total .................................bullet 3a 1,862,081
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments ....          
    3 Interest on savings and temporary cash
    investments ...........     		         
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 265,890  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aMADOFF FRAUD COMPENSATION     		    01 215,344  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. 0 1,051,748 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,051,748
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below?
    See instructions.
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 AppliedToPriorYearElection
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Election:
    THE PHILEONA FOUNDATION IS MAKING AN ELECTION UNDER SECTION 53.4942(A)-3(D)(2) TO APPLY CURRENT YEAR EXCESS QUALIFYING DISTRIBUTIONS TO PRIOR YEAR'S UNDISTRIBUTED INCOME.

    TY 2021 InvestmentsOtherSchedule2
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SCHWAB AT COST 21,948,395 20,573,363

    TY 2021 OtherAssetsSchedule
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    DUE FROM DAVID MILLER 1,500 1,500 1,500


    TY 2021 OtherExpensesSchedule
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES 13,577 13,577   0
    PORTFOLIO DEDUCTION - K-1 - HATTERAS FUND 1,679 1,679   0
    BOND AMORTIZATION 5,187 5,187   0


    TY 2021 OtherIncomeSchedule2
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    K-1 - HATTERAS MULTI-STRATEGY FUND 25,475 25,475 25,475
    MADOFF FRAUD COMPENSATION 215,344   215,344


    TY 2021 OtherIncreasesSchedule
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Description Amount
    QUALIFYING DISTRIBUTIONS FROM PRIOR YEARS CLEARED IN CURRENT YEAR 655,850


    TY 2021 TaxesSchedule
    Name:
    THE PHILEONA FOUNDATION
    EIN:
    41-1763225
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAXES PAID 20,791 0   0