TY 2021 Form 990PF

- TIN:

Form990-PF
Click to see list of attachments

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. 1545-0047

2021

Open to Public Inspection

For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021

Name of foundation
Fleetwood Foundation Inc

% Gerber/Taylor Capital Adviso

Number and street (or P.O. box number if mail is not delivered to street address)1 COMMERCE SQ S MAIN ST STE 1900
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Memphis, TN381035519

A Employer identification number

27-5486698

B Telephone number (see instructions)

(901) 526-9750

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

$65,349,380J 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)	2,000,000
2	Check .............
3	Interest on savings and temporary cash investments	1,613		1,613
4	Dividends and interest from securities...
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		5,774,398
b	Gross sales price for all assets on line 6a 8,414,594
7	Capital gain net income (from Part IV, line 2)...			5,463,457
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).......		607,789	530,179
12	Total. Add lines 1 through 11........	8,383,800		5,995,249
13	Compensation of officers, directors, trustees, etc.	129,459			129,459
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......	9,904			9,904
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		103,800
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		1,037,047	990,272	51,768
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	1,280,210		990,272	191,131
25	Contributions, gifts, grants paid.......	2,478,333			2,478,333
26	Total expenses and disbursements. Add lines 24 and 25	3,758,543		990,272	2,669,464
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	4,625,257
b	Net investment income (if negative, enter -0-)			5,004,977
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	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.........	1,441,528	4,816,710	4,816,710
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (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)
	b	Investments—corporate stock (attach schedule).......	957,552
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	38,646,284	40,853,911	60,532,670
	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)	41,045,364	45,670,621	65,349,380
	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........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds	41,045,364	45,670,621
	29	Total net assets or fund balances (see instructions).....	41,045,364	45,670,621
	30	Total liabilities and net assets/fund balances (see instructions).	41,045,364	45,670,621

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) ...............

41,045,364

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

4,625,257

Other increases not included in line 2 (itemize) bullet

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

45,670,621

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 .

45,670,621

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	Publicly-traded Securities
b	Passthrough K1 Capital Gain/(Loss)
c	BIF IV NR TH HOLDINGS AIV LP	P	2020-01-01	2021-12-31
d	COMMERCE SQUARE LLC	P	2018-12-24	2021-09-27
e	COMMERCE SQUARE LONG ONLY LLC	P	2018-12-21	2021-12-07
	GT EMERGING MARKETS LP	P	2017-12-30	2021-12-30
	GT ILS FUND, LP	P	2017-05-26	2021-11-05
	GT OFFSHORE FUND, LTD - CLASS A	P	2012-02-02	2021-03-01
	GT OFFSHORE FUND, LTD - CLASS A	P	2012-02-02	2021-05-02
	GT OFFSHORE FUND, LTD - CLASS A	P	2012-02-02	2021-07-31
	GT OFFSHORE FUND, LTD - CLASS A	P	2012-02-02	2021-08-31
	GT OFFSHORE FUND, LTD - CLASS A	P	2012-02-02	2021-09-30
	GT OFFSHORE FUND, LTD - CLASS A	P	2012-02-02	2021-12-31
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-02-02	2021-01-04
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-02-02	2021-03-01
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-04-01	2021-05-02
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-04-01	2021-07-31
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-04-01	2021-08-31
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-04-01	2021-09-30
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-04-01	2021-11-30
	GT OFFSHORE FUND, LTD - CLASS B	P	2012-04-01	2021-12-31
	GT OFFSHORE FUND, LTD - CLASS A		2012-02-02	2021-11-30
	COMMERCE SQUARE LLC		2018-12-24	2021-12-31

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	920,156	957,552	-37,396
b			3,220,082
c	116,620	71,433	45,187
d	451,556	612,002	-160,446
e	823,076	822,433	643
	1,192,451	1,192,548	-97
	48,735	49,763	-1,028
	275,000	162,551	112,449
	75,000	43,431	31,569
	86,000	48,257	37,743
	345,000	193,028	151,972
	80,000	44,758	35,242
	75,000	38,947	36,053
	2,850,000	1,396,238	1,453,762
	275,000	135,905	139,095
	75,000	36,853	38,147
	86,000	43,356	42,644
	345,000	173,313	171,687
	80,000	39,017	40,983
	70,000	33,558	36,442
	75,000	37,696	37,304
	70,000	37,898	32,102
		682	-682

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			-37,396
b
c			45,187
d			-160,446
e			643
			-97
			-1,028
			112,449
			31,569
			37,743
			151,972
			35,242
			36,053
			1,453,762
			139,095
			38,147
			42,644
			171,687
			40,983
			36,442
			37,304
			32,102
			-682

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	5,463,457
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

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 and enter “N/A" on line 1.
	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
3	Add lines 1 and 2...........................	3	69,569
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	69,569
6	Credits/Payments:

a	2021 estimated tax payments and 2020 overpayment credited to 2021	6a	74,200
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	74,200
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	4,631
11	Enter the amount of line 10 to be: Credited to 2022 estimated tax4,631	Refunded	11

Part VI-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

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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?.........

Yes

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

Yes

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 XIV..................................

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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

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

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

Form 990-PF (2021)

Page 5

Part VI-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

GerberTaylor Capital Advisors Telephone no. bullet

(901) 526-9750

Located at bullet

40 South Main Street Suite 1900MemphisTN ZIP+4 bullet

381035519

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 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

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)

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

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

1a(2)

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

1a(3)

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

1a(4)

Yes

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

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

1a(5)

(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)

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 2021? .............

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 2021, did the foundation have any undistributed income (lines 6d

and 6e, Part XII) for tax year(s) beginning before 2021?....................

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? ..............................

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.) .....................

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 2021? ..

Form 990-PF (2021)

Page 6

Part VI-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))? ..........

5a(1)

(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)

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

5a(3)

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

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

5a(4)

(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)

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? .................

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? .............................

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?

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? .........................

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-)
Thomas A Beazley	Executive Dir 40.0	129,459
1 COMMERCE SQ S MAIN ST STE 1900 Memphis,TN381035519	Executive Dir 40.0	129,459
Charles C Gerber	Dir, Sec 1.0	0
1 COMMERCE SQ S MAIN ST STE 1900 Memphis,TN381035519	Dir, Sec 1.0	0
Margaret L Gerber	Dir, Pres 1.0	0
1 COMMERCE SQ S MAIN ST STE 1900 Memphis,TN381035519	Dir, Pres 1.0	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










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

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
Foundation Source	Administrative	51,136
55 Walls Drive 3rd Fl FAIRFIELD,CT06824	Administrative	51,136

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

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......................... bullet

Form 990-PF (2021)

Page 8

Part IX

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...................

265,101

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

2,261,584

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

59,494,963

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

62,021,648

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.........................

62,021,648

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

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

930,325

Net value of noncharitable-use assets. Subtract line 4 from line 3. .......

61,091,323

Minimum investment return. Enter 5% (0.05) of line 5................

3,054,566

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.)

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

3,054,566

Tax on investment income for 2021 from Part V, line 5.......

69,569

Income tax for 2021. (This does not include the tax from Part V.) ...

65,681

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

135,250

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

2,919,316

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

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

2,919,316

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

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

2,919,316

Part XI

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 ..........

Program-related investments—total from Part VIII-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 XII, line 4.

Form 990-PF (2021)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2020	(d) 2021
1 Distributable amount for 2021 from Part X, line 7				2,919,316
2 Undistributed income, if any, as of the end of 2021:
a Enter amount for 2020 only.......			2,548,219
b Total for prior years:2019, 2018, 2017
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 ........
4Qualifying distributions for 2021 from Part
XI, line 4: $ 2,669,464
a Applied to 2020, but not more than line 2a			2,548,219
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2021 distributable amount.....				121,245
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2021.
(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 ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2021. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2022 ..........				2,798,071
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8 Excess distributions carryover from 2016 not applied on line 5 or line 7 (see instructions) ...
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....	0

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 4942(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) 2021	(b) 2020	(c) 2019	(d) 2018	(e) Total

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).)

Charles C Gerber

Margaret L Gerber

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 (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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
CHALKBEAT INC 450 7TH AVE 32ND FL NEW YORK,NY10123	N/A	PC	General & Unrestricted	75,000
CITY YEAR INC 287 COLUMBUS AVE BOSTON,MA02116	N/A	PC	City Year Memphis with local recruiter	25,000
COMMUNITY FOUNDATION OF GREATER MEMPHIS INC PO BOX 1000 DEPT 78 MEMPHIS,TN38148	N/A	PC	Jack Gerber Fund	20,000
COMMUNITY FOUNDATION OF GREATER MEMPHIS INC PO BOX 1000 DEPT 78 MEMPHIS,TN38148	N/A	PC	Fleetwood Housing Initiative	500,000
COMMUNITY FOUNDATION OF GREATER MEMPHIS INC PO BOX 1000 DEPT 78 MEMPHIS,TN38148	N/A	PC	Fleetwood Fund	400,000
INSTRUCTION PARTNERS 604 GALLATIN AVE STE 202 NASHVILLE,TN37206	N/A	PC	Second year of COVID-19 re-entry	180,000
MAN UP TEACHER FELLOWS INC PO BOX 3637 CORDOVA,TN38088	N/A	PC	Recruit Managing Director	25,000
MAN UP TEACHER FELLOWS INC PO BOX 3637 CORDOVA,TN38088	N/A	PC	General & Unrestricted	150,000
NEW MEMPHIS INSTITUTE 22 N FRONT ST STE 500 MEMPHIS,TN38103	N/A	PC	General & Unrestricted	200,000
PORTER-LEATH 3400 PRESCOTT RD MEMPHIS,TN38118	N/A	PC	Books from Birth	100,000
PROMISE ACADEMY 1346 BRYAN ST MEMPHIS,TN38108	N/A	PC	General & Unrestricted	60,000
SLINGSHOT MEMPHIS INC 802 ROZELLE ST MEMPHIS,TN38104	N/A	PC	General & Unrestricted	650,000
TEACH FOR AMERICA INC PO BOX 11649 CHARLOTTE,NC28220	N/A	PC	General & Unrestricted	33,333
THE COMMUNITY FOUNDATION FOR GREATER ATLANTA INC 191 PEACHTREE ST NE STE 1000 ATLANTA,GA30303	N/A	PC	Annie and Paxton Griffin Fund	20,000
THE COMMUNITY FOUNDATION FOR GREATER ATLANTA INC 191 PEACHTREE ST NE STE 1000 ATLANTA,GA30303	N/A	PC	Robin and Kyle Collins Fund	20,000
THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE INC 3833 CLEGHORN AVE NASHVILLE,TN37215	N/A	PC	Charlie and Hayley Gerber Advised Fund	20,000
Total ................................. 3a				2,478,333

bApproved for future payment

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

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	(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 ...........			14	1,613
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 ............	525990	310,941	18	5,463,457
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aK-1 Inc/Loss	525990	28,559	14	537,392
bFederal Tax Refund			01	35,814
cSTATE TAX REFUND			01	6,024
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		339,500		6,044,300

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

6,383,800

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

Part XV-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 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)

Page 13

Part XVI

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 (2021)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2021

Name of the organization

Fleetwood Foundation Inc

Employer identification number

27-5486698

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (2021)

Schedule B (Form 990) (2021) Page 2

Name of organization Fleetwood Foundation Inc

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	Gerber Charles C 40 South Main Street Suite 1900 Memphis, TN38103	$ 2,000,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (2021)

Schedule B (Form 990) (2021)

Page 3

Name of organization Fleetwood Foundation Inc		Employer identification number 27-5486698

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (2021)

Schedule B (Form 990) (2021)

Page 4


Name of organization Fleetwood Foundation Inc			Employer identification number 27-5486698
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (2021)

Additional Data

Software ID:
Software Version:

- TIN:

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

TY 2021 DepreciationSchedule

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2021 GeneralExplanationAttachment

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Identifier	Return Reference	Explanation
Form 8865	Form 8865	The Foundation has prepared this form to the best of its ability based on the limited information provided to it by the investment on which the Foundation is reporting and on the basis of having received no information to the contrary. Any missing or incomplete information is due to the Foundation's inability to obtain such information and is not a willful attempt to withhold such information.
Form 990-PF	Form 990-PF	One or more partnerships have provided a Schedule K-3 for the tax year in which they have checked one or more of the boxes in Part I but not provided sufficient back-up information to allow the Foundation to verify why such boxes were checked or the extent to which the checking of such boxes affects any item on this return. The Foundation has prepared this return to the best of its ability and without any foreign filings for such partnerships based on the information provided to it by these partnerships and on the basis of having received no information to the contrary. Any missing or incomplete information is due to the Foundation's inability to obtain such information and is not a willful attempt to withhold such information.
PART I LINE 6A (990-PF)	PART I LINE 6A (990-PF)	RECONCILIATION OF NET GAIN/(LOSS) FROM SALES OF ASSETS NOT INCLUDED IN PART IV TOTAL INCLUDED IN PART IV: (DETAILS BELOW) NET GAIN/(LOSS): $5,463,457 TOTAL NOT INCLUDED IN PART IV: PASSTHROUGH K-1 CAPITAL GAIN/(LOSS) - UBI NET GAIN/(LOSS): $310,941 TOTAL PART I, LINE 6A: $5,774,398 DETAILS OF ASSETS INCLUDED IN PART IV: PUBLICLY-TRAIDED SECURITIES GROSS SALES PRICE: $920,156 BOOK BASIS: $957,552 NET GAIN/(LOSS): $(37,396) PASSTHROUGH K-1 CAPITAL GAIN/(LOSS) - NON UBI NET GAIN/(LOSS): $3,220,082 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $116,620 BOOK BASIS: $71,433 NET GAIN/(LOSS): $45,187 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $451,556 BOOK BASIS: $612,002 NET GAIN/(LOSS): $(160,446) SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $823,076 BOOK BASIS: $822,433 NET GAIN/(LOSS): $643 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $1,192,451 BOOK BASIS: $1,192,548 NET GAIN/(LOSS): $(97) SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $48,735 BOOK BASIS: $49,763 NET GAIN/(LOSS): $(1,028) SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $275,000 BOOK BASIS: $162,551 NET GAIN/(LOSS): $112,449 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $75,000 BOOK BASIS: $43,431 NET GAIN/(LOSS): $31,569 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $86,000 BOOK BASIS: $48,257 NET GAIN/(LOSS): $37,743 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $345,000 BOOK BASIS: $193,028 NET GAIN/(LOSS): $151,972 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $80,000 BOOK BASIS: $44,758 NET GAIN/(LOSS): $35,242 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $75,000 BOOK BASIS: $38,947 NET GAIN/(LOSS): $36,053 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $2,850,000 BOOK BASIS: $1,396,238 NET GAIN/(LOSS): $1,453,762 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $275,000 BOOK BASIS: $135,905 NET GAIN/(LOSS): $139,095 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $75,000 BOOK BASIS: $36,853 NET GAIN/(LOSS): $38,147 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $86,000 BOOK BASIS: $43,356 NET GAIN/(LOSS): $42,644 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $345,000 BOOK BASIS: $173,313 NET GAIN/(LOSS): $171,687 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $80,000 BOOK BASIS: $39,017 NET GAIN/(LOSS): $40,983 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $70,000 BOOK BASIS: $33,558 NET GAIN/(LOSS): $36,442 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $75,000 BOOK BASIS: $37,696 NET GAIN/(LOSS): $37,304 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $70,000 BOOK BASIS: $37,898 NET GAIN/(LOSS): $32,102 SALES OF OTHER ITEMIZED ASSETS GROSS SALES PRICE: $- BOOK BASIS: $682 NET GAIN/(LOSS): $(682)

- TIN:

TY 2021 InvestmentsOtherSchedule2

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Category/ Item	Book Value	End of Year Fair Market Value
BIF IV AIV II LP	79,244	113,833
BIF IV AIV LP	34,501	43,393
BIF IV BRAVO AIV LP	54,979	68,111
BIF IV BUFFALO NR AIV LP	347,130	357,040
BIF IV CANADA NR AIV LP	45,118	66,040
BIF IV JARVIS AIV LP	179,676	217,717
BIF IV PRC AIV II LP	6,492	0
BIF IV PRC AIV LP	19,139	40,731
BIF IV TELECOM AIV I LP	0	0
BIF IV UK AIV LP	78,560	65,853
BIF IV WESTRAY AIV LP	45,821	68,235
BRAZIL CLOUD LP	116,149	162,355
BROOKFIELD INFRASTRUCTURE FUND	515,820	510,528
GT BIOTECH FUND, LP	2,018,541	2,028,529
GT CREDIT OPPORTUNITY FUND LP	430,262	459,462
GT EMERGING MARKETS QP, L.P	3,134,567	3,894,314
GT INTERNATIONAL EQUITY QP FUN	7,388,298	9,514,461
GT OFFSHORE FUND, LTD - CLASS	6,073,705	9,746,688
GT OFFSHORE FUND, LTD - CLASS	3,611,194	6,127,764
GT REAL ASSET FUND II, LP	656,710	998,352
GT REAL ASSET FUND LP	236,002	390,029
GT REAL ASSETS III, LP	991,034	1,517,091
GT SPECIAL OPPORTUNITIES III-A	1,144,737	2,212,641
GT U.S. FUND, LP	5,268,210	8,903,893
HEADLANDS CPTL SECONDARY FD II	287,925	478,218
INVERGARRY HOLDINGS LP	511,162	511,162
INVERGARRY SPCL OPPS I LP	499,939	499,939
ONTARIO III AIV LP	15,518	19,450
PALLADIAN PARTNERS IX-A LP	2,209,609	4,204,272
PALLADIAN PARTNERS VII, LP	482,681	993,927
PALLADIAN PARTNERS VIII-A, LP	1,144,631	2,421,851
RSF VALOR PTNS TAX EXEMPT LP	297,792	354,471
SSM PARTNERS GROWTH EQUITY III	385,896	514,349
TIOGA PARTNERS II OFFSHORE LP	1,935,425	2,251,899
GT CO-INVEST, LP	49,092	68,606
GT PRIVATE EQUITY X-A, LP	269,088	332,568
GT VENTURE, LP	289,264	374,898

- TIN:

TY 2021 OtherExpensesSchedule

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	51,136		51,136
Bank Charges	475	475
K-1 Exp BIF IV AIV II LP	821	821
K-1 Exp BIF IV AIV LP	326	299
K-1 Exp BIF IV BRAVO AIV LP	928	928
K-1 Exp BIF IV BUFFALO NR AIV	3,716	2,961
K-1 Exp BIF IV CANADA NR AIV L	1,949	1,949
K-1 Exp BIF IV JARVIS AIV LP	2,047	2,047
K-1 Exp BIF IV NR TH HOLDINGS	808	632
K-1 Exp BIF IV PRC AIV II LP	59	55
K-1 Exp BIF IV PRC AIV LP	234	219
K-1 Exp BIF IV UK AIV LP	1,122	1,122
K-1 Exp BIF IV WESTRAY AIV LP	842	764
K-1 Exp BRAZIL CLOUD LP	1,585	1,585
K-1 Exp BROOKFIELD INFRASTRUCT	30,294	30,294
K-1 Exp COMMERCE SQUARE LLC	2,745	2,745
K-1 Exp COMMERCE SQUARE LONG O	5,889	5,889
K-1 Exp GT BIOTECH FUND, LP	45,950	45,950
K-1 Exp GT CREDIT OPPORTUNITY	19,621	19,619
K-1 Exp GT EMERGING MARKETS LP	134,271	134,271
K-1 Exp GT ILS FUND, LP	144	144
K-1 Exp GT INTERNATIONAL EQUIT	197,156	196,446
K-1 Exp GT REAL ASSET FUND II,	44,738	44,627
K-1 Exp GT REAL ASSET FUND LP	19,519	19,505
K-1 Exp GT REAL ASSETS III, LP	33,227	34,279
K-1 Exp GT SPECIAL OPPORTUNITI	45,015	44,057
K-1 Exp GT U.S. FUND, LP	139,073	139,073
K-1 Exp HEADLANDS CPTL SECONDA	9,901	8,453
K-1 Exp INVERGARRY HOLDINGS LP	13,250	10,451
K-1 Exp INVERGARRY SPCL OPPS I	33	33
K-1 Exp ONTARIO III AIV LP	260	227
K-1 Exp PALLADIAN PARTNERS IX-	82,415	81,937
K-1 Exp PALLADIAN PARTNERS VII	26,377	23,733
K-1 Exp PALLADIAN PARTNERS VII	54,460	68,653
K-1 Exp RSF VALOR PTNS TAX EXE	4,508	4,508
K-1 Exp SSM PARTNERS GROWTH EQ	38,951	38,951
K-1 EXP GT CO-INVEST, LP	555	555
K-1 EXP GT PRIVATE EQUITY X-A	10,987	10,987
K-1 EXP GT VENTURE, LP	11,028	11,028
Postage/Delivery Service	208		208
State or Local Filing Fees	424		424

- TIN:

TY 2021 OtherIncomeSchedule2

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Description	Revenue And Expenses Per Books	Net Investment Income
K-1 Inc/Loss BIF IV AIV II LP	5,239	5,239
K-1 Inc/Loss BIF IV AIV LP	15,975	14,642
K-1 Inc/Loss BIF IV BRAVO AIV LP	4,831	4,831
K-1 Inc/Loss BIF IV BUFFALO NR AIV LP	1,682	1,358
K-1 Inc/Loss BIF IV CANADA NR AIV LP	5,430	5,430
K-1 Inc/Loss BIF IV JARVIS AIV LP	-1,200	-1,200
K-1 Inc/Loss BIF IV NR TH HOLDINGS AIV LP	2,613	2,043
K-1 Inc/Loss BIF IV PRC AIV II LP	-1
K-1 Inc/Loss BIF IV PRC AIV LP	-703	-657
K-1 Inc/Loss BIF IV UK AIV LP	16,357	16,357
K-1 Inc/Loss BIF IV WESTRAY AIV LP	618	561
K-1 Inc/Loss BRAZIL CLOUD LP	1	1
K-1 Inc/Loss BROOKFIELD INFRASTRUCTURE FUND IV-C,	23,500	23,500
K-1 Inc/Loss COMMERCE SQUARE LLC	2,521	2,521
K-1 Inc/Loss COMMERCE SQUARE LONG ONLY LLC	4,326	4,326
K-1 Inc/Loss GT BIOTECH FUND, LP	1,033	979
K-1 Inc/Loss GT CREDIT OPPORTUNITY FUND LP	16,178	24,672
K-1 Inc/Loss GT EMERGING MARKETS LP	59,700	59,700
K-1 Inc/Loss GT INTERNATIONAL EQUITY QP FUND LP	164,392	164,386
K-1 Inc/Loss GT REAL ASSET FUND II, LP	63,952	57,596
K-1 Inc/Loss GT REAL ASSET FUND LP	22,906	18,033
K-1 Inc/Loss GT REAL ASSETS III, LP	-99,755	-77,728
K-1 Inc/Loss GT SPECIAL OPPORTUNITIES III-A LP	45,315	45,315
K-1 Inc/Loss GT U.S. FUND, LP	49,457	59,353
K-1 Inc/Loss HEADLANDS CPTL SECONDARY FD III LP (F	3,919	3,912
K-1 Inc/Loss INVERGARRY HOLDINGS LP	22,697	8,869
K-1 Inc/Loss ONTARIO III AIV LP	1,358	1,184
K-1 Inc/Loss PALLADIAN PARTNERS IX-A LP	31,160	13,460
K-1 Inc/Loss PALLADIAN PARTNERS VII, LP	21,827	14,730
K-1 Inc/Loss PALLADIAN PARTNERS VIII-A, LP	50,336	25,003
K-1 Inc/Loss RSF VALOR PTNS TAX EXEMPT LP	30,652	30,652
K-1 Inc/Loss SSM PARTNERS GROWTH EQUITY III, L.P	1	1
K-1 Inc/Loss GT CO-INVEST, LP	-353	-353
K-1 Inc/Loss GT PRIVATE EQUITY X-A, LP	-61	531
K-1 Inc/Loss GT VENTURE, LP	48	932
Federal Tax Refund	35,814
State Tax Refund	6,024

- TIN:

TY 2021 ReasonableCauseExplanation

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Explanation:

The Foundation's tax preparer is located in Nassau County, NY, which, per IRS release NY-2021-01 announced on September 9, 2021, is included in the list of localities that constitute a covered disaster area for purposes of Treas. Reg. Sec. 301.7508A-1(d)(2) and are entitled to tax relief due to Hurricane Ida. Additional time was needed to calculate and transmit the tax payment. Therefore, Form 2220 indicates that the Q3 or Q4 estimated tax payment made on or before the extended deadline of February 15, 2022 was, in fact, made timely on the original due date of such payment. We respectfully request that no late payment penalties be assessed in connection with such payment(s) per Treas. Reg. Sec. 301.7508A-1(c)(1).

- TIN:

TY 2021 TaxesSchedule

Name:

Fleetwood Foundation Inc

EIN:

27-5486698

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
990-PF Estimated Tax for 2021	66,100
990-T Income Tax for 2020	28,300
STATE INCOME TAX 2020	9,400