TY 2023 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

2023

Open to Public Inspection

For calendar year 2023, or tax year beginning 02-01-2023 , and ending 01-31-2024

Name of foundation
FALES FOUNDATION TRUST

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 0634
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
MILWAUKEE, WI532010634

A Employer identification number

91-6087669

B Telephone number (see instructions)

(206) 340-8044

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

$5,908,093J 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	(c) Adjusted net 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...	172,460		171,178
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		40,608
b	Gross sales price for all assets on line 6a 391,383
7	Capital gain net income (from Part IV, line 2)...			40,608
8	Net short-term capital gain.........				0
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).......
12	Total. Add lines 1 through 11........	213,068		211,786
13	Compensation of officers, directors, trustees, etc.	62,613		56,351		6,261
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........					0
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	1,000	0	0	1,000
c	Other professional fees (attach schedule)....					0
17	Interest...............					0
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	6,842	2,484		0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	25			25
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	70,480		58,835	0	7,286
25	Contributions, gifts, grants paid.......	0				0
26	Total expenses and disbursements. Add lines 24 and 25	70,480		58,835	0	7,286
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	142,588
b	Net investment income (if negative, enter -0-)			152,951
c	Adjusted net income (if negative, enter -0-)...				0

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2023)

Form 990-PF (2023)

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.........	220,111	369,973	370,807
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	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 0
	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).......	2,732,959	List of Attached Documents: // Content 649,658	1,199,697
	c	Investments—corporate bonds (attach schedule).......		List of Attached Documents: // Content 534,692	553,552
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	1,831,797	List of Attached Documents: // Content 3,372,983	3,784,037
	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)	4,784,867	4,927,306	5,908,093
	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
		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........	4,784,867	4,927,306
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds
	29	Total net assets or fund balances (see instructions).....	4,784,867	4,927,306
	30	Total liabilities and net assets/fund balances (see instructions).	4,784,867	4,927,306

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

4,784,867

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

142,588

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

List of Attached Documents:

// Content

629

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

4,928,084

Decreases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

778

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

4,927,306

Form 990-PF (2023)

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	300. CORNING INC		2022-05-02	2023-05-17
b	2295.458 DFA COMMODITY STRATEGY PORTFOLIO		2022-02-08	2023-05-17
c	2435.394 DFA COMMODITY STRATEGY PORTFOLIO		2022-05-03	2023-05-17
d	25. ELECTRONIC ARTS INC		2018-10-17	2023-05-17
e	100. QUALCOMM INC		2022-02-08	2023-05-17
	75. SPDR S P 500 ETF		2018-10-17	2023-05-17
	85.687 UNDISCOVERED MGRS BEHAVIORAL VALUE		2018-05-24	2023-05-17
	29.435 UNDISCOVERED MGRS BEHAVIORAL VALUE		2021-12-13	2023-05-17
	91.525 UNDISCOVERED MGRS BEHAVIORAL VALUE		2022-12-13	2023-05-17
	73.347 UNDISCOVERED MGRS BEHAVIORAL VALUE		2019-04-30	2023-05-17
	25. UNITED PARCEL SERVICE INC CL B		2011-05-27	2023-05-17
	150. VANGUARD REAL ESTATE ETF		2020-09-08	2023-05-17
	244. VANGUARD REAL ESTATE ETF		2020-12-17	2023-05-17
	25. ACCENTURE PLC CL A		2022-02-08	2023-05-17
	224.639 BLACKROCK TACTICAL OPPORTUNITIES K		2022-12-19	2023-12-13
	6181.831 BLACKROCK TACTICAL OPPORTUNITIES K			2023-12-13
	70. DISNEY WALT CO		2011-12-21	2023-12-13
	619.323 DODGE COX INTERNATIONAL STOCK FUND			2023-12-13
	39.816 DODGE COX STOCK FUND			2023-12-13
	155.61408 DODGE COX STOCK FUND			2023-12-13
	13.04292 DODGE COX STOCK FUND		2022-02-08	2023-12-13
	125. EXXON MOBIL CORP		2022-02-08	2023-12-13
	25. MICROSOFT CORP		2011-06-03	2023-12-13
	487.627 UNDISCOVERED MGRS BEHAVIORAL VALUE			2023-12-13
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P
	CAPITAL GAIN DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	9,256	10,807	-1,551
b	10,284	11,822	-1,538
c	10,911	14,637	-3,726
d	3,136	2,695	441
e	10,505	17,413	-6,908
	31,141	21,036	10,105
	6,293	6,189	104
	2,162	2,397	-235
	6,722	7,145	-423
	5,387	4,688	699
	4,263	1,825	2,438
	12,098	11,780	318
	19,679	20,423	-744
	7,130	8,500	-1,370
	3,235	3,197	38
	89,018	85,857	3,161
	6,370	2,546	3,824
	30,341	29,598	743
	9,704	8,425	1,279
	37,925	37,800	125
	3,179	3,303	-124
	12,271	10,289	1,982
	9,404	603	8,801
	38,674	31,103	7,571
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474
			15,474

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			-1,551
b			-1,538
c			-3,726
d			441
e			-6,908
			10,105
			104
			-235
			-423
			699
			2,438
			318
			-744
			-1,370
			38
			3,161
			3,824
			743
			1,279
			125
			-124
			1,982
			8,801
			7,571

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	40,608
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

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	2,126
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	2,126
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	2,126
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	4,428
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	0
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	4,428
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	2,302
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax1,064	Refunded	11	1,238

Form 990-PF (2023)

Page 4

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

$ (2) On foundation managers. right arrow

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

on foundation managers. right arrow

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

and Part 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 2023 or the taxable year beginning in 2023? 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. ...............................

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 right arrow

The books are in care of right arrow

US BANK NA Telephone no. right arrow

(206) 340-8044

Located at right arrow

PO BOX 0634MILWAUKEEWI ZIP+4 right arrow

532010634

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 2023, 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

Form 990-PF (2023)

Page 5

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 2023? .............

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 2023, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2023?....................

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

If "Yes," did it have excess business holdings in 2023 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 2023.) .....................

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 2023? ..

Form 990-PF (2023)

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-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
US BANK N A	TRUSTEE 1	62,613
PO BOX 0634 MILWAUKEE,WI532010634	TRUSTEE 1	62,613

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 (2023)

Page 7

Part VII

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

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

Total number of others receiving over $50,000 for professional services............. 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	NONE
2


All other program-related investments. See instructions.
3

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

Form 990-PF (2023)

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

5,238,723

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

381,590

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

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

5,620,313

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

5,620,313

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

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

84,305

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

5,536,008

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

276,800

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

276,800

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

2,126

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

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

2,126

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

274,674

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

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

274,674

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

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

274,674

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 ..........

7,286

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. .......

7,286

Form 990-PF (2023)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2022	(c) 2022	(d) 2023
1 Distributable amount for 2023 from Part X, line 7					274,674
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......				0
b Total for prior years:20 , 20, 20			0
3 Excess distributions carryover, if any, to 2022:
a From 2018......	0
b From 2019......	0
c From 2020......	0
d From 2021......	0
e From 2022......	46,127
f Total of lines 3a through e ........		46,127
4Qualifying distributions for 2023 from Part
XI, line 4: $ 7,286
a Applied to 2022, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions).....			0
c Treated as distributions out of corpus (Election required—see instructions)........		0
d Applied to 2023 distributable amount.....					7,286
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2023.		46,127			46,127
(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 2022. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2023. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2024 ..........					221,261
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 2018 not applied on line 5 or line 7 (see instructions) ...		0
9 Excess distributions carryover to 2024. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2019....	0
b Excess from 2020....	0
c Excess from 2021....	0
d Excess from 2022....	0
e Excess from 2023....	0

Form 990-PF (2023)

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 2023, 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) 2023	(b) 2022	(c) 2021	(d) 2020	(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).)

NONE

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.

NONE

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 e-mail address of the person to whom applications should be addressed:

US BANK N A
PO BOX 0634
MILWAUKEE,WI532010634
(206) 340-8044

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

APPLICATION FORM PROVIDED IN RESPONSE TO QUALIFIED INQUIRIES

cAny submission deadlines:

APRIL 1 ANNUALLY

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

ONLY TO SEATTLE ART PROGRAMS AND PROGRAMS SERVING THE HOMELESS

Form 990-PF (2023)

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

Total ................................. 3a

bApproved for future payment

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

Form 990-PF (2023)

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	172,460
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............			18	40,608
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) ..				213,068

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

213,068

(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 (2023)

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 (2023)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2023 AccountingFeesSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION FEE (NON-ALLOC	1,000			1,000

- TIN:

TY 2023 InvestmentsCorpBondsSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Name of Bond	End of Year Book Value	End of Year Fair Market Value
06406RBL0 BANK NEW YORK MTN	75,579	77,776
084664CW9 BERKSHIRE HATHAWAY	60,294	62,708
29364WAZ1 ENTERGY LOUISIANA	67,687	70,922
458140BH2 INTEL CORP	62,059	67,131
74460DAJ8 PUBLIC STORAGE SR	82,362	84,117
78016EZM2 ROYAL BK CDA MTN	89,996	92,961
91324PEG3 UNITEDHEALTH GROUP	96,715	97,937

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Name of Stock	End of Year Book Value	End of Year Fair Market Value
INVESTMENTS - CORPORATE STOCK
02079K305 ALPHABET INC CL A	3,867	63,045
023135106 AMAZON.COM INC	28,112	46,560
026874784 AMERICAN INTERNATION	10,745	13,902
03027X100 AMERICAN TOWER CORP	2,824	7,826
031162100 AMGEN INC	12,297	18,856
032654105 ANALOG DEVICES INC	3,972	16,543
036752103 ELEVANCE HEALTH INC	10,654	19,738
037833100 APPLE INC	13,098	64,540
038222105 APPLIED MATERIALS IN	2,085	16,430
084670702 BERKSHIRE HATHAWAY I	7,816	17,268
09857L108 BOOKING HOLDINGS INC	17,105	24,552
110122108 BRISTOL MYERS SQUIBB	13,075	10,996
125523100 CIGNA CORP	10,197	13,543
12572Q105 CME GROUP INC	8,673	8,234
125896100 C M S ENERGY CORP	5,840	5,716
166764100 CHEVRON CORPORATION	14,949	28,749
17275R102 CISCO SYSTEMS INC	11,986	22,581
172967424 CITIGROUP INC	11,807	11,234
20030N101 COMCAST CORP CL A	12,413	13,962
22052L104 CORTEVA INC	11,930	9,096
22160K105 COSTCO WHSL CORP	1,673	13,898
278865100 ECOLAB INC	1,917	9,911
285512109 ELECTRONIC ARTS INC	7,414	10,319
30303M102 FACEBOOK INC A	16,032	37,063
337738108 FISERV INC	15,005	21,281
375558103 GILEAD SCIENCES INC	16,684	19,565
416515104 HARTFORD FINANCIAL S	8,745	13,044
437076102 HOME DEPOT INC	9,986	10,589
438516106 HONEYWELL INTERNATIO	12,615	18,203
445658107 HUNT J B TRANS SVCS	7,942	16,078
446150104 HUNTINGTON BANCSHARE	11,232	8,911
46625H100 J P MORGAN CHASE CO	2,078	34,872
532457108 ELI LILLY CO	5,218	29,052
539830109 LOCKHEED MARTIN CORP	8,797	8,588
548661107 LOWES CO INC	7,408	19,156
57636Q104 MASTERCARD INC	4,747	22,462
580135101 MCDONALDS CORP	2,467	11,709
58933Y105 MERCK AND CO INC	7,181	21,137
594918104 MICROSOFT CORP	5,814	119,274
609207105 MONDELEZ INTERNATION	2,359	7,527
666807102 NORTHROP GRUMMAN COR	10,960	13,403
67066G104 NVIDIA CORP	23,966	30,764
68902V107 OTIS WORLDWIDE CORP	3,972	6,633
697435105 PALO ALTO NETWORKS I	23,076	25,388
718172109 PHILIP MORRIS INTL	7,445	13,628
742718109 PROCTER GAMBLE CO	3,043	7,857
75513E101 RAYTHEON TECHNOLOGIE	7,059	6,834
79466L302 SALESFORCE COM INC	19,300	21,082
806857108 SCHLUMBERGER LTD	19,813	19,480
808513105 SCHWAB CHARLES CORP	13,761	11,011
828806109 SIMON PROPERTY GROUP	11,419	13,861
854502101 STANLEY BLACK DECKER	7,920	4,665
87612E106 TARGET CORP	25,489	20,862
911312106 UNITED PARCEL SERVIC	4,003	7,805
92343V104 VERIZON COMMUNICATIO	9,253	8,470
925652109 VICI PPTYS INC	11,954	12,048
931142103 WAL MART STORES INC	22,260	24,788
98956P102 ZIMMER BIOMET HOLDIN	9,057	9,420
G1151C101 ACCENTURE PLC CL A	16,126	18,194
G54950103 LINDE PLC SHS	3,269	8,097
G5960L103 MEDTRONIC PLC	11,075	13,131
G6095L109 APTIV PLC	16,679	16,266

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
INVESTMENTS - OTHER
00191K849 AQR STYLE PREMIA ALT	AT COST	68,907	55,368
024525669 AHL MANAGED FUTURES	AT COST	94,807	79,756
09260B374 BLACKROCK STRATEGIC	AT COST	69,798	65,205
22540S836 CREDIT SUISSE FL RT	AT COST	95,530	92,331
256206103 DODGE COX INTERNATI	AT COST	170,347	199,459
256210105 DODGE COX INCOME	AT COST	151,938	131,290
256219106 DODGE COX STOCK FUN	AT COST	149,516	193,072
41665X859 HARTFORD SCHRODERS E	AT COST	55,000	46,844
464287226 ISHARES CORE U.S. AG	AT COST	95,554	81,758
464287465 ISHARES MSCI EAFE ET	AT COST	41,562	56,258
464287499 ISHARES RUSSELL MID	AT COST	74,699	76,630
464288620 ISHARES BROAD USD IN	AT COST	157,515	143,332
464288687 ISHARES TRUST ISHARE	AT COST	74,349	60,914
46434V803 ISHARES CURRENCY HED	AT COST	26,244	32,200
52106N889 LAZARD EMERGING MKTS	AT COST	63,683	55,549
552746356 MFS INTERNATIONAL GR	AT COST	135,727	204,025
670678119 NUVEEN REAL ESTATE S	AT COST	59,647	53,677
693390700 PIMCO TOTAL RETURN F	AT COST	224,218	194,799
693390841 P I M C O HIGH YIELD	AT COST	88,296	80,130
72201F490 PIMCO INCOME FUND IN	AT COST	214,987	192,236
741479406 PRICE T ROWE GROWTH	AT COST	102,194	143,382
74440B884 PGIM TOTAL RETURN BO	AT COST	156,287	128,967
78462F103 SPDR S P 500 ETF	AT COST	295,015	560,141
904504479 UNDISCOVERED MGRS BE	AT COST	38,711	46,744
921937686 VANGUARD SMALL CAP V	AT COST	43,517	104,152
921943858 VANGUARD FTSE DEVELO	AT COST	196,154	225,055
922031836 VANGUARD SHORT TERM	AT COST	74,483	74,756
922042858 VANGUARD FTSE EMERGI	AT COST	54,916	47,568
922908553 VANGUARD REAL ESTATE	AT COST	15,746	16,778
922908595 VANGUARD SMALL CAP G	AT COST	117,686	152,601
922908751 VANGUARD SMALL CAP I	AT COST	89,226	124,548
92835M414 ALPHASIMPLEX MGD FUT	AT COST	76,724	64,512

- TIN:

TY 2023 OtherDecreasesSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Description	Amount
PURCHASE OF ACCRUED INTEREST CARRYOVER	308
COST BASIS ADJUSTMENT	392
ROC ON CY SALES	78

- TIN:

TY 2023 OtherExpensesSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
OTHER MISC EXPENSES	25	0		25

- TIN:

TY 2023 OtherIncreasesSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Description	Amount
MUTUAL INCOME TIMING DIFFERENCE	629

- TIN:

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

TY 2023 OtherNotesLoansRcvblLongSch

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Borrower's Name	Relationship to Insider	Original Amount of Loan	Balance Due	Date of Note	Maturity Date	Repayment Terms	Interest Rate	Security Provided by Borrower	Purpose of Loan	Description of Lender Consideration	Consideration FMV
STATEMENT							0 %

- TIN:

TY 2023 TaxesSchedule

Name:

FALES FOUNDATION TRUST

EIN:

91-6087669

Category	Amount	Net Investment Income
FOREIGN TAXES	2,093	2,093
FEDERAL ESTIMATES - PRINCIPAL	4,358	0
FOREIGN TAXES ON NONQUALIFIED	391	391