TY 2022 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

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

OMB No. 1545-0047

2022

Open to Public Inspection

For calendar year 2022, or tax year beginning 01-01-2022 , and ending 12-31-2022

Name of foundation
GUILDER FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)50 SOUTH SIXTH STREET 1500
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN55402

A Employer identification number

46-2693090

B Telephone number (see instructions)

(612) 492-6813

C If exemption application is pending, check here right arrow

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............. right arrow

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

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

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 ....... right arrow

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

$122,129,036J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	1,195,950		1,432,990
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		2,408,291
b	Gross sales price for all assets on line 6a 44,339,508
7	Capital gain net income (from Part IV, line 2)...			1,525,057
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).......	List of Attached Documents: // Content	2,626	1,447,115
12	Total. Add lines 1 through 11........	3,606,867		4,405,162
13	Compensation of officers, directors, trustees, etc.	20,000		10,000	10,000
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........	List of Attached Documents: // Content	8,760	4,380	4,380
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	67,039	45,413	9,527
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	635,385	502,947	132,438
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	297,165	48,523	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	1,599	491,814	804
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	1,029,948		1,103,077	157,149
25	Contributions, gifts, grants paid.......	10,150,000			10,150,000
26	Total expenses and disbursements. Add lines 24 and 25	11,179,948		1,103,077	10,307,149
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-7,573,081
b	Net investment income (if negative, enter -0-)			3,302,085
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2022)

Form 990-PF (2022)

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.............	303,252	224,771	224,771
	2	Savings and temporary cash investments.........	11,793,581	2,847,773	2,847,773
	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)	2,853,844	List of Attached Documents: // Content 5,597,625	5,209,706
	b	Investments—corporate stock (attach schedule).......	10,618,402	List of Attached Documents: // Content 10,653,517	10,751,936
	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)..........	92,633,818	List of Attached Documents: // Content 91,306,130	103,094,850
	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)	118,202,897	110,629,816	122,129,036
	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........	0	0
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	118,202,897	110,629,816
	29	Total net assets or fund balances (see instructions).....	118,202,897	110,629,816
	30	Total liabilities and net assets/fund balances (see instructions).	118,202,897	110,629,816

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

118,202,897

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

-7,573,081

Other increases not included in line 2 (itemize) right arrow

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

110,629,816

Decreases not included in line 2 (itemize) right arrow

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

110,629,816

Form 990-PF (2022)

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	P	2022-01-01	2022-12-31
b	CAPITAL GAIN DISTRIB FROM PUBLICLY TRADED SEC.	P	2022-01-01	2022-12-31
c	CAPITAL LOSS FROM FOREIGN CORPORATION TERMINATION	P	2022-01-01	2022-12-31
d	CAPITAL GAINS FROM SCH K-1'S	P	2022-01-01	2022-12-31
e	CAPITAL GAINS FROM FOREIGN CORPORATIONS	P	2022-01-01	2022-12-31

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	42,466,310	41,357,859	1,108,451
b	177,347		177,347
c			-1,456,592
d	1,267,276		1,267,276
e	428,575		428,575

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			1,108,451
b			177,347
c			-1,456,592
d			1,267,276
e			428,575

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	1,525,057
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 (2022)

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)	1	45,899
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	45,899
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	45,899
6	Credits/Payments:

a	2022 estimated tax payments and 2021 overpayment credited to 2022	6a	190,000
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	60,000
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	250,000
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2221 is attached. List of Attached Documents: // Content		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	204,101
11	Enter the amount of line 10 to be: Credited to 2023 estimated tax84,101	Refunded	11	120,000

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. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

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

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

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

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

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

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 2022 or the taxable year beginning in 2022? 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 (2022)

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 Click to see attachment

List of Attached Documents:

// Content

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

Yes

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

Yes

Website address right arrow

N/A

The books are in care of right arrow

SONNY MILLER Telephone no. right arrow

(612) 492-6813

Located at right arrow

50 SOUTH SIXTH STREET STE 1500MINNEAPOLISMN ZIP+4 right arrow

55402

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

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

16 At any time during calendar year 2022, did the foundation have an interest in or a signature or other authority over YesNo

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

16 No

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

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 ........ right arrow

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 2022? .............

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 2022, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2022?....................

If "Yes," list the years right arrow

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

Yes

If "Yes," did it have excess business holdings in 2022 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 2022.) .....................

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 2022? ..

Form 990-PF (2022)

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 ......... right arrow

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-)
JOHN OTTERLEI	PRESIDENT/TREASURER 1.00	10,000
101 FIFTH STREET EAST SUITE 2400 ST PAUL,MN55101	PRESIDENT/TREASURER 1.00	10,000
SONNY MILLER	VICE PRESIDENT/SECRETARY 1.00	10,000
50 SOUTH SIXTH STREET STE 1500 MINNEAPOLIS,MN55402	VICE PRESIDENT/SECRETARY 1.00	10,000

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


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









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

Form 990-PF (2022)

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
CAMBRIDGE ASSOCIATES	INVESTMENT ADVISORY SERVICES	386,091
125 HIGH STREET OLIVER TOWER BOSTON,MA02110	INVESTMENT ADVISORY SERVICES	386,091
ARABELLA ADVISORS LLC	PHILANTHROPIC ADVISORY SERVICES	132,438
1828 L ST NW SUITE 300 WASHINGTON,DC20036	PHILANTHROPIC ADVISORY SERVICES	132,438
US BANK	FINANCIAL SERVICES	74,471
1555 N RIVERCENTER DR SUITE 300 MILWAUKEE,WI53212	FINANCIAL SERVICES	74,471

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

Part VIII-A

Summary of Direct Charitable Activities

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


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

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


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2022)

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

67,620,273

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

2,190,911

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

65,394,793

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

135,205,977

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

135,205,977

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

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

2,028,090

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

133,177,887

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

6,658,894

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

6,658,894

Tax on investment income for 2022 from Part V, line 5.......

45,899

Income tax for 2022. (This does not include the tax from Part V.) ...

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

45,899

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

6,612,995

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

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

6,612,995

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

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

6,612,995

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 ..........

10,307,149

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. .......

10,307,149

Form 990-PF (2022)

Page 9

Part XII

Undistributed Income (see instructions)

	(a) Corpus	(b) Years prior to 2021	(c) 2021	(d) 2022
1 Distributable amount for 2022 from Part X, line 7				6,612,995
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2021 only.......			6,588,058
b Total for prior years:20, 20, 20		0
3 Excess distributions carryover, if any, to 2022:
a From 2017......
b From 2018......
c From 2019......
d From 2020......
e From 2021......
f Total of lines 3a through e ........	0
4Qualifying distributions for 2022 from Part
XI, line 4: $ 10,307,149
a Applied to 2021, but not more than line 2a			6,588,058
b Applied to undistributed income of prior years (Election required—see instructions).....		0
c Treated as distributions out of corpus (Election required—see instructions)........	0
d Applied to 2022 distributable amount.....				3,719,091
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2022.	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 2021. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2022. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2023 ..........				2,893,904
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 2017 not applied on line 5 or line 7 (see instructions) ...	0
9 Excess distributions carryover to 2023. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2018....
b Excess from 2019....
c Excess from 2020....
d Excess from 2021....
e Excess from 2022....

Form 990-PF (2022)

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 2022, enter the date of the ruling ...... right arrow

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 IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2022	(b) 2021	(c) 2020	(d) 2019	(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).)

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 right arrow

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 (2022)

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
FIDELITY CHARITABLE GIFT FUND PO BOX 770001 CINCINNATI,OH452770053	N/A	PC	GENERAL OPERATIONS	10,150,000
Total ................................. 3a				10,150,000

bApproved for future payment

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

Form 990-PF (2022)

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 ...........
4 Dividends and interest from securities ....			14	1,195,950
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 .....			16	2,626
8 Gain or (loss) from sales of assets other than inventory ............			18	2,408,291
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		3,606,867	0

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

3,606,867

(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 (2022)

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 (2022)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2022 AccountingFeesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	67,039	45,413		9,527

- TIN:

TY 2022 InvestmentsCorpStockSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Name of Stock	End of Year Book Value	End of Year Fair Market Value
K FORCE INC.	123,610	110,757
NETFLIX INC COM	117,180	143,901
NESTLE SA SPONSORED ADR REPSTG REG SHS	273,457	404,959
MSC INDL DIRECT CO INC CL A	61,009	84,560
MORGAN STANLEY MTN	108,765	96,495
MASTERCARD INC. CL A COM	205,722	362,682
MARTIN MARIETTA MATLS INC COM	81,698	128,429
MARRIOTT VACATIONS WORLD	45,476	80,081
KEMPER CORP	76,891	59,040
JPMORGAN CHASE CO	162,198	134,532
NEXTERA ENERGY CAP	110,262	97,357
JP MORGAN CHASE & CO COM	76,123	115,997
INTERACTIVE BROKERS GROUP CL A	151,624	176,679
INTEL CORP	142,851	137,377
HOWARD HUGHES CORP	48,134	71,453
HEINEKIN HLDG NV SHS	330,533	272,171
HANESBRANDS INC	79,887	57,049
GOLDMAN SACHS GROUP	107,802	91,343
GENERAL MILLS INC	78,472	72,475
GARRETT MOTION INC.	77,930	75,705
FRONTDOOR INC.	121,518	80,704
WORKDAY INC	230,670	267,561
NORTHROP GRUMMAN	111,621	96,836
ONESPAWORLD HOLDINGS LTD	56,999	94,560
FIRSTCASH HLDGS INC	75,184	96,905
WESCO	55,289	177,158
WAYFAIR INC	136,914	78,245
VIASAT INC	67,956	53,014
VERTIV HOLDINGS LLC L P	123,067	150,328
VERIZON	108,756	89,222
UPLAND SOFTWARE INC	131,568	30,837
UNILEVER NV NEW YORK SHS NEW	87,947	81,567
UNIFIRST CORP MASS	48,284	57,897
TREEHOUSE FOODS INC.	106,603	125,919
THERMON GROUP HOLDINGS INC	53,868	71,384
NV5 GLOBAL INC	30,629	90,639
SIMON PPTY	107,617	96,005
SEMPRA ENERGY	121,571	106,732
SALESFORCE COM INC	111,043	91,686
RUSH ENTERPRISES INC	49,508	105,449
REDFIN CORP	551,035	56,032
PUBLIC SERVICE	106,894	101,402
PLANET FITNESS INC CL A	116,334	130,572
PHILIP MORRIS INTL INC COM	217,758	276,607
PERNOD RICARD ORD SHS	206,856	250,002
PEGASYSTEMS INC	324,360	164,215
FIFTH THIRD BANCORP	83,544	85,398
ZEBRA TECHNOLOGIES CORP CI A	105,442	115,385
ETSY INC	139,903	183,024
CVS HEALTH CORP	111,788	93,934
AMERICAN ELEC PWR	110,889	102,705
AMERICAN EXPRESS CO	107,575	100,980
AMERICAN HONDA MTN	109,490	100,546
COSTAR GROUP INC	68,331	117,466
COMPAGNIE FINANCIERE RICHEMONT SA	0	4,357
COMCAST CORP NEW	164,221	140,148
AMERICAN TOWER CORP	57,318	50,393
BOSTON PROPERTIES LP	57,005	49,532
COMCAST CORP CL A	55,471	58,820
CITIGROUP INC.	166,001	133,450
CIE FINANCIERE RICHEMONT AG ZUG NAMEN AKT	198,674	313,036
AMERISAFE INC	65,098	60,545
BERKSHIRE HATHWAY INC DEL CL B NEW	127,371	210,052
AMGEN INC	111,856	98,688
CARRIER GLOBAL	56,051	51,807
BLOCK INC CL A	502,404	395,389
CABLE ONE INC COM	68,302	24,203
BROWN FORMAN CORP CL A	73,433	97,654
ALPHABET INC CAP STK CL C	249,833	328,212
ALTERYX INC	230,094	135,492
BERKSHIRE HATHAWAY INC DEL CL A	283,873	468,711
ASHTEAD GROUP PLC SHS	109,459	115,579
EQUINIX INC	52,115	43,521
ENERSYS	90,313	114,821
ABBVIE INC	111,793	94,654
AT T INC	111,864	94,160
ELEMENT SOLUTIONS INC	56,623	99,136
ARES CAPITAL CORP	40,278	56,056
ALEXANDRIA REAL	53,337	43,840
BANK OF AMERICA MTN	167,715	134,314
AON CORP SR	108,475	89,547
DIGITALBRIDGE GROUP INC	57,042	46,057
EVOQUA WATER TECHNOLOGIES CO	46,902	116,820
ANHEUSER BUSCH INBEV	109,304	93,774
ALIGN TECHNOLOGY INC	284,125	243,800
AMN	30,732	51,410

- TIN:

TY 2022 InvestmentsGovtObligationsSch

Name:

GUILDER FOUNDATION

EIN:

46-2693090

US Government Securities - End of Year Book Value:

3,555,464

US Government Securities - End of Year Fair Market Value:

3,403,160

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

2,042,161

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

1,806,546

- TIN:

TY 2022 InvestmentsOtherSchedule2

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
STEWART GBL EMR MKTS SUSTNBLTY LDRS	AT COST	2,785,072	2,470,522
SEMPER VIC PARTNERS LP (PERSHING GRG ACCOUNT)	AT COST	0	3,245,644
SUNRISE CAPITAL IV, L.P.	AT COST	333,972	337,618
SHERIDAN SQUARE OFFSHORE FUND LTD.	AT COST	2,750,000	2,526,065
ARROWSTREET GLOBAL EQ	AT COST	2,117,280	2,854,629
SUSTAINABLE ASSET FUND II (CAYMAN)	AT COST	336,487	549,347
TELEGRAPH HILL PARTNERS III	AT COST	488,948	698,442
WHALE ROCK FLAGSHIP FUND LTD.	AT COST	924,092	745,863
WESTPAC BKG CORP	AT COST	73,959	74,647
W CAPITAL PARTNERS V-A, L.P.	AT COST	372,224	390,071
W CAPITAL PARTNERS IV-A, L.P.	AT COST	0	376,992
AETOS CAPITAL OPP. FUND CAYMAN LP	AT COST	2,000,000	2,422,098
VANGUARD TOTAL WORLD STOCK INDEX ETF	AT COST	1,632,146	1,562,625
SUSTAINABLE ASSET FUND III US FEEDER	AT COST	498,166	475,106
VANGUARD TOTAL BOND MARKET INDEX ADM	AT COST	11,275	9,578
VANGUARD REAL	AT COST	577,878	510,139
VANGUARD FTSE DEVELOPED ETF	AT COST	4,603,531	4,430,983
VALINOR CAPITAL PARTNERS OFFSHORE	AT COST	76,374	117,832
V3 REALTY PARTNERS	AT COST	1,600,000	1,763,394
RRG GLOBAL PARTNERS FUND L.P.	AT COST	928,977	1,143,961
TWEEDY BROWNE	AT COST	4,111,596	4,142,182
TORONTO DOMINION MTN	AT COST	165,293	150,317
TELEGRAPH HILL PARTNERS IV LP	AT COST	319,900	771,783
VANGUARD S P	AT COST	9,762,185	8,488,023
ROYAL BANK OF MTN	AT COST	168,294	157,285
PALANTINE REAL ESTATE FUND III, LP	AT COST	559,163	788,050
ARTISAN INTL	AT COST	2,212,127	3,038,447
DAVIDSON KEMPNER INSTIT. PARTNERS	AT COST	1,600,000	2,107,333
INDABA CAPITAL PARTNERS	AT COST	524,701	795,139
INCLUSIVE CAP PARTNERS SPRING INTL (PREV NAMED VALUEACT)	AT COST	110,645	332,006
IMPACT AMERICA FUND III, L.P.	AT COST	21,000	21,000
HULL STREET ENERGY PARTNERS I-A, L.P.	AT COST	487,709	1,132,355
HULL STREET ENERGY PARTNERS	AT COST	51,043	34,870
HUDSON BAY INTERNATIONAL FUND LTD	AT COST	2,000,000	2,322,761
DFA EMERGING MARKETS VALUE	AT COST	4,983,158	4,819,876
HBK MULTI-STRATEGY OFFSHORE FUND LTD	AT COST	1,693,847	2,117,875
ISHARE CORE MSCI EMERGING MKTS ETF	AT COST	2,291,195	1,814,622
HARVEST MLP INCOME FUND III	AT COST	273,186	1,092,389
GREEN COURT CHINA OPPORTUNITY FUND 96MSCQ912	AT COST	1,400,000	977,620
GREEN COURT CHINA OPPORTUNITY FUND 95MSC3QG3	AT COST	800,000	711,680
GRAHAM GLOBAL INVESTMENT FUND	AT COST	996,355	1,575,545
GQG PARTNERS	AT COST	1,664,194	2,233,396
GOLDENTREE SELECT OFFSHORE FUND LTD	AT COST	1,272,945	1,899,816
GMO CLIMATE CHANGE II	AT COST	2,552,249	2,243,956
GLOBAL RESEARCH EQ.	AT COST	2,800,000	2,838,167
DORSAL CAPITAL PARTNERS, LTD.	AT COST	1,200,000	1,195,294
ISHARES CORE U.S. AGGREGATE BOND ETF	AT COST	3,287,375	3,160,807
JACKSON SQUARE PARTNERS SMALL-CAP FD	AT COST	1,250,000	1,321,378
LONGLEAF PARTNERS FUND	AT COST	1,459,522	1,263,289
PREF III AIF BLOCKER, LP	AT COST	79,094	79,094
AZOLLA VENTURES FULL-CYCLE FUND I LP	AT COST	108,974	74,433
BANK OF MONTREAL MTN	AT COST	162,791	154,199
PEPPERTREE CAPITAL FUND IX QP, LP	AT COST	385,000	385,000
BANK OF NOVA SCOTIA	AT COST	163,659	159,834
PALMER SQ ULTRA-ST DUR INV GRADE FD	AT COST	1,200,000	1,217,725
OWNERSHIP CAP. GLOBAL EQ (USD) FUND	AT COST	1,800,000	2,162,900
OBVIOUS VENTURES IV, L.P.	AT COST	100,000	89,137
OBVIOUS VENTURES III, L.P.	AT COST	461,782	807,852
OBVIOUS PRIME II, L.P.	AT COST	125,000	121,771
NOKOTA LC, LLC	AT COST	90,454	110,082
NOKOTA CAPITAL HOLDBACK	AT COST	84,950	84,950
NITORUM OFFSHORE FUND, LT.	AT COST	900,000	750,410
CANYON BALANCED HOLDBACK	AT COST	10,796	15,600
CEVIAN CAPITAL II LTD	AT COST	2,062,500	2,677,909
METIS US CLIMATE ALIGNED PORTFOLIO	AT COST	5,500,000	6,267,602
MAVERICK LONG LTD.	AT COST	1,843,067	2,237,452
MAKAIRA INVESTORS	AT COST	1,300,000	2,469,406
RENAISSANCE INSTITUTIONAL EQUITIES	AT COST	1,300,000	1,411,560
1SHARPE INCOME OFFSHORE L.P.	AT COST	1,500,000	1,565,117

- TIN:

TY 2022 LegalFeesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	8,760	4,380		4,380

- TIN:

TY 2022 OtherExpensesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
INSURANCE	20	20	0
MINNESOTA FILING FEE	25	0	25
OTHER EXPENSES	1,554	779	779
OTHER EXPENSES FROM SCH K-1	0	491,015	0

- TIN:

TY 2022 OtherIncomeSchedule2

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
OTHER INCOME FROM SCHEDULE K-1'S		576,136
DIVIDENDS FROM FOREIGN CORPORATIONS	0	868,353	0
US BANK OTHER INVESTMENT INCOME	2,626	2,626	2,626

- TIN:

TY 2022 OtherProfessionalFeesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEES	386,091	386,091	0
PERSHING INVESTMENT EXPENSES	42,385	42,385	0
BANK FEES	74,471	74,471	0
ARABELLA ADVISORS	132,438	0	132,438

- TIN:

TY 2022 TaxesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income
FEDERAL EXCISE TAX	248,642	0
US BANK FOREIGN TAXES PAID	41,887	41,887
PERSHING FOREIGN TAXES PAID	6,636	6,636