Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo 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 01-01-2023 , and ending 12-31-2023
Name of foundation
WEM FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 5628
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN554405828
A Employer identification number

41-1604640
B Telephone number (see instructions)

(952) 674-2800
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$0J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check right arrow.............
3 Interest on savings and temporary cash investments 5,933,855 5,933,855  
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  
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
10,000 10,000  
12 Total. Add lines 1 through 11........ 5,943,855 5,943,855  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 5,000 2,500   2,500
14 Other employee salaries and wages...... 390,000 0   390,000
15 Pension plans, employee benefits....... 14,140 0   14,140
16a Legal fees (attach schedule)......... Click to see attachment
List of Attached Documents:
// Content
12,895 0   12,895
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
87,000 17,500   69,500
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
15,085 15,085   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
98,207 0   23,207
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 67,555 33,777   33,778
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
10,023 0   50
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 699,905 68,862   546,070
25 Contributions, gifts, grants paid....... 359,470,304 359,470,304
26 Total expenses and disbursements. Add lines 24 and 25 360,170,209 68,862   360,016,374
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -354,226,354
b Net investment income (if negative, enter -0-) 5,874,993
c Adjusted net income (if negative, enter -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 Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 323,152,954    
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
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) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 31,073,858 0 0
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 354,226,812 0 0
Liabilities 17 Accounts payable and accrued expenses.......... 458  
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 right arrow)    
23 Total liabilities (add lines 17 through 22)......... 458 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
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 right arrow
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 354,226,354 0
29 Total net assets or fund balances (see instructions)..... 354,226,354 0
30 Total liabilities and net assets/fund balances (see instructions). 354,226,812 0
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
354,226,354
2
Enter amount from Part I, line 27a .....................
2
-354,226,354
3
Other increases not included in line 2 (itemize) right arrow
3
0
4
Add lines 1, 2, and 3 ..........................
4
0
5
Decreases not included in line 2 (itemize) right arrow
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
0
Form 990-PF (2023)
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.)
1a
b
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a
b
c
d
e
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
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2  
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
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 right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 81,662
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 81,662
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 81,662
6 Credits/Payments:
a 2023 estimated tax payments and 2022 overpayment credited to 2023 6a 107,238
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 107,238
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment
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.......right arrow 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10 25,576
11 Enter the amount of line 10 to be: Credited to 2024 estimated taxright arrow0 Refundedright arrow 11 25,576
Form 990-PF (2023)
Form 990-PF (2023)
Page 4
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. right arrow$ 0(2) On foundation managers.right arrow$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
Yes
 
If "Yes," attach the statement required by General Instruction T.Click to see list of attachments
List of Attached Documents:
// Content
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrowMN
b
If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
8b
Yes
 
9
Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
or 4942(j)(5) for calendar year 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
9
 
No
10
Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
and addresses. ...............................
10
 
No
11
At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
11
 
No
12
Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
advisory privileges? If "Yes," attach statement. See instructions.................
12
 
No
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressright arrowN/A
14
The books are in care ofright arrowWAYCROSSE INC Telephone no.right arrow (952) 674-2800

Located atright arrowPO BOX 5628MINNEAPOLISMN ZIP+4right arrow55440
15
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
15
 
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)
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
No
1a
During the year did the foundation (either directly or indirectly):
(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
 
No
(5) Transfer any income or assets to a disqualified person (or make any of either available
for the benefit or use of a disqualified person)? ......................
1a(5)
 
No
(6) Agree to pay money or property to a government official? (Exception. Check "No"
if the foundation agreed to make a grant to or to employ the official for a period
after termination of government service, if terminating within 90 days.) ...............
1a(6)
 
No
b
If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
1b
 
 
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
d
Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
that were not corrected before the first day of the tax year beginning in 2023? .............
1d
 
No
2
Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
a
At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2023?....................
2a
 
No
If "Yes," list the years right arrow20, 20, 20, 20
b
Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
to all years listed, answer "No" and attach statement—see instructions.) ..............
2b
 
 
c
If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
right arrow20, 20, 20, 20
3a
Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
any time during the year? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 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.) .....................
3b
 
 
4a
Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
4a
 
No
b
Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2023? ..
4b
 
No
Form 990-PF (2023)
Form 990-PF (2023)
Page 6
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required (continued)
5a
During the year did the foundation pay or incur any amount to:
Yes
No
(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
 
No
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
Yes
 
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
b
If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
5b
Yes
 
c
Organizations relying on a current notice regarding disaster assistance check .........right arrow
d
If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
tax because it maintained expenditure responsibility for the grant? .................
5d
Yes
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
List of Attached Documents:
// Content
6a
Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
a personal benefit contract? .............................
6a
 
No
b
Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
6b
 
No
If "Yes" to 6b, file Form 8870.
7a
At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
7a
 
No
b
If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
7b
 
 
8
Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
excess parachute payment during the year? .........................
8
 
No
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors
1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
(a) Name and address (b) Title, and average
hours per week
devoted to position 		(c) Compensation
 (If not paid, enter
-0-) 		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
other allowances
ELIZABETH S MACMILLAN DIRECTOR/VICE CHAIR/SEC
1.00 		0 0 0
PO BOX 5628
MINNEAPOLIS,MN554405628
HARRIET S NORGREN DIRECTOR
0.25 		5,000 0 0
PO BOX 5628
MINNEAPOLIS,MN554405628
JAMES HIELD DIRECTOR/PRESIDENT
40.00 		390,000 14,140 2,089
PO BOX 5628
MINNEAPOLIS,MN554405628
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...................right arrow 0
Form 990-PF (2023)
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
WAYCROSSE INC ACCOUNTING 87,000
PO BOX 5628
MINNEAPOLIS,MN554405628
Total number of others receiving over $50,000 for professional services.............right arrow0
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 arrow0
Form 990-PF (2023)
Form 990-PF (2023)
Page 8
Part IX
Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
1
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
purposes:
a
Average monthly fair market value of securities...................
1a
7,148,861
b
Average of monthly cash balances.......................
1b
152,209,335
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
159,358,196
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
0
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
159,358,196
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
2,390,373
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
156,967,823
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
7,848,391
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
7,848,391
2a
Tax on investment income for 2022 from Part V, line 5.......
2a
81,662
b
Income tax for 2022. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
81,662
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
7,766,729
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
7,766,729
6
Deduction from distributable amount (see instructions).................
6
0
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
7,766,729
Part XI
Qualifying Distributions (see instructions)
1
Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
a
Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
1a
360,016,374
b
Program-related investments—total from Part VIII-B..................
1b
0
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
360,016,374
Form 990-PF (2023)
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 7,766,729
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......  
b From 2019......  
c From 2020...... 2,811,961
d From 2021......  
e From 2022...... 185,304,238
f Total of lines 3a through e ........ 188,116,199
4Qualifying distributions for 2023 from Part
XI, line 4: right arrow$ 360,016,374
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..... 7,766,729
e Remaining amount distributed out of corpus 352,249,645
5 Excess distributions carryover applied to 2023. 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 5 540,365,844
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 .......... 		0
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 ...... 		540,365,844
10 Analysis of line 9:
a Excess from 2019....  
b Excess from 2020.... 2,811,961
c Excess from 2021....  
d Excess from 2022.... 185,304,238
e Excess from 2023.... 352,249,645
Form 990-PF (2023)
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 or
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
         
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).)
ELIZABETH S MACMILLAN
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
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 (2023)
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)
aPaid during the year

ABBOTT NORTHWESTERN HOSPITAL FOUNDATION

800 EAST 28TH STREET
MINNEAPOLIS,MN554073799 		NONE PC GENERAL 10,000,000

ACHIEVE TWIN CITIES

404 SOUTH 8TH STREET STE 105
MINNEAPOLIS,MN55404 		NONE PC GENERAL 800,000

ANGEL FOUNDATION

1155 CENTRE POINTE DR STE 7
MENDOTA HEIGHTS,MN55120 		NONE PC GENERAL 515,000

ANNEX TEEN CLINIC

5810 42ND AVE N
ROBBINSDALE,MN55422 		NONE PC GENERAL 250,000

BANYAN COMMUNITY

2529 13TH AVE SO
MINNEAPOLIS,MN55404 		NONE PC GENERAL 350,000

BESTPREP

7100 NORTHLAND CIRCLE N 120
BROOKLYN PARK,MN55428 		NONE PC GENERAL 1,100,000

BLACK MEN TEACH

1001 HIGHWAY 7
HOPKINS,MN55343 		NONE PC GENERAL 200,000

BLAKE SCHOOL ANNUAL FUND

PCC-2D-C 1405 XENIUM LN NO
PLYMOUTH,MN55441 		NONE PC GENERAL 1,025,204

BOYS & GIRLS CLUBS OF INDIAN RIVER COUNTY

1729 17TH AVENUE
VERO BEACH,FL32960 		NONE PC GENERAL 1,050,000

BOYS & GIRLS CLUBS OF THE TWIN CITIES

690 JACKSON STREET
ST PAUL,MN55130 		NONE PC GENERAL 3,150,000

BREATH OF HOPE LUNG FOUNDATION

PO BOX 387
WAYZATA,MN55391 		NONE PC GENERAL 3,000

BRIDGING

201 WEST 87TH AVE
BLOOMINGTON,MN55420 		NONE PC GENERAL 1,000,000

CAN DO CANINES

9440 SCIENCE CENTER DRIVE
NEW HOPE,MN55428 		NONE PC GENERAL 7,500

CATHOLIC SCHOOLS CENTER OF EXCELLENCE

6600 FRANCE AVE SO STE 520
EDINA,MN55435 		NONE PC GENERAL 1,000,000

CHAPEL HILL ACADEMY

306 WEST 78TH STREET
CHANHASSEN,MN55317 		NONE PC GENERAL 210,000

CHARTER SOURCE

13580 40TH STREET SOUTH
AFTON,MN55001 		NONE PC GENERAL 750,000

CHILDREN'S THEATRE COMPANY

2400 THIRD AVENUE SOUTH
MINNEAPOLIS,MN55404 		NONE PC GENERAL 3,000,000

CHURCH OF THE ASCENSION

1726 DUPONT AVE NO
MINNEAPOLIS,MN55411 		NONE PC GENERAL 4,150,000

CIVIL WAR ROUND TABLE CONGRESS

2502 CAITLIN COURT SE
OLYMPIA,WA98501 		NONE PC GENERAL 5,000

CLEVELAND CLINIC INDIAN RIVER FOUNDATION

1000 36TH STREET
VERO BEACH,FL329609804 		NONE PC GENERAL 125,000

COLLEGE POSSIBLE - TWIN CITIES

755 PRIOR AVE NORTH SUITE 200
ST PAUL,MN55104 		NONE PC GENERAL 900,000

COLONIAL WILLIAMSBURG FOUNDATION

P O BOX 1776
WILLIAMSBURG,VA231871776 		NONE PC GENERAL 10,000

COMMON BOND COMMUNITIES

1080 MONTREAL AVE
ST PAUL,MN55116 		NONE PC GENERAL 500,000

COMMUNITY OF SAINTS CATHOLIC SCHOOL

335 HURLEY AVE EAST
WEST SAINT PAUL,MN55118 		NONE PC GENERAL 100,000

COOKIE CART

1119 W BROADWAY AVE
MINNEAPOLIS,MN55411 		NONE PC GENERAL 250,000

CRAZY MOUNTAIN MUSEUM (SWEETGRASS COMMUNITY FOUNDATION)

PO BOX 83
BIG TIMBER,MT59011 		NONE PC GENERAL 5,000

CRISTO REY JESUIT HIGH SCHOOL

2924 - 4TH AVE SO
MINNEAPOLIS,MN554088268 		NONE PC GENERAL 5,150,000

CYSTIC FIBROSIS FOUNDATION - ARIZONA CHAPTER

5215 NO SABINO CANYON ROAD
TUCSON,AZ85750 		NONE PC GENERAL 25,000

DIOCESAN SCHOOL FOR GIRLS

WORCESTER ST
MAKHANDA   6139
SF 		NONE PC GENERAL 2,000,000

DUNWOODY COLLEGE OF TECHNOLOGY

818 DUNWOODY BOULEVARD
MINNEAPOLIS,MN55403 		NONE PC GENERAL 5,000,000

EDALLIES

1621 EAST HENNEPIN AVENUE SUITE 295
MINNEAPOLIS,MN55414 		NONE PC GENERAL 225,000

EDUCATION EVOLVING

2429 NICOLLET AVENUE
MINNEAPOLIS,MN55404 		NONE PC GENERAL 100,000

EDUCATORS 4 EXCELLENCE

80 PINE STREET 28TH FLOOR
NEW YORK,NY10005 		NONE PC GENERAL 300,000

EMERGE MOTHERS ACADEMY

PO BOX 46226
MINNEAPOLIS,MN55446 		NONE PC GENERAL 25,000

ENVIRONMENTAL LEARNING CENTER

255 LIVE OAK DRIVE
VERO BEACH,FL32963 		NONE PC GENERAL 20,000

EVERY MEAL

2327 PATTON ROAD
ROSEVILLE,MN55113 		NONE PC GENERAL 1,510,000

FAITH HOPE AND LOVE GLOBAL MINISTRIES

3001 BROADWAY ST NE 640
MINNEAPOLIS,MN55413 		NONE PC GENERAL 75,000

FEED MY STARVING CHILDREN

401 93RD AVE NW
COON RAPIDS,MN55433 		NONE PC GENERAL 10,000

FIRST TEE - MINNESOTA

1403 MONTREAL AVE
ST PAUL,MN55116 		NONE PC GENERAL 1,350,000

FRANKLIN CENTER

1001 BOONE AVENUE N
GOLDEN VALLEY,MN55427 		NONE PC GENERAL 500,000

GENESYS WORKS - TWIN CITIES

445 MINNESOTA ST SUITE 720
ST PAUL,MN55101 		NONE PC GENERAL 400,000

GLEN LAKE PTO

4719 WEDGEWOOD DRIVE
MINNETONKA,MN55345 		NONE PC GENERAL 15,000

GOOD GROCER

2650 NICOLLET AVENUE
MINNEAPOLIS,MN55408 		NONE PC GENERAL 850,000

GOODWILL-EASTER SEALS MINNESOTA

553 FAIRVIEW AVENUE NORTH
ST PAUL,MN55105 		NONE PC GENERAL 250,000

GREAT MN SCHOOLS

1330 LAGOON AVE 4TH FLOOR
MINNEAPOLIS,MN55408 		NONE PC GENERAL 5,100,000

GROVES ACADEMY

3200 HIGHWAY 100 SOUTH
ST LOUIS PARK,MN55416 		NONE PC GENERAL 5,255,000

GUTHRIE THEATER

818 SO 2ND STREET
MINNEAPOLIS,MN55415 		NONE PC GENERAL 8,225,000

HELPING PAWS OF MINNESOTA

630 12TH AVENUE SOUTH
HOPKINS,MN55343 		NONE PC GENERAL 7,500

HIAWATHA ACADEMIES

3500 EAST 28TH STREET
MINNEAPOLIS,MN55406 		NONE PC GENERAL 50,000

HOPE ACADEMY

2300 CHICAGO AVE SO
MINNEAPOLIS,MN55404 		NONE PC GENERAL 154,500

ICA FOOD SHELF

12990 ST DAVIDS ROAD
MINNETONKA,MN55305 		NONE PC GENERAL 25,000

IMAGINEONE

47 DEERWOOD COURT
MANKATO,MN56003 		NONE PC GENERAL 40,000

INDIAN RIVER LAND TRUST INC

80 ROYAL PALM POINTE 301
VERO BEACH,FL32960 		NONE PC GENERAL 125,000

JEREMIAH PROGRAM

932 CONCORDIA AVE
ST PAUL,MN55104 		NONE PC GENERAL 1,250,000

JUNIOR ACHIEVEMENT NORTH

PO BOX 120478
ST PAUL,MN55112 		NONE PC GENERAL 150,000

KINGSWOOD COLLEGE

BURTON STREET
GRAHAMSTOWN   6139
SF 		NONE PC GENERAL 2,050,000

KIPP MINNESOTA

5034 OLIVER AVENUE NORTH
MINNEAPOLIS,MN55430 		NONE PC GENERAL 50,000

LAKE MINNETONKA GARDEN CLUB

525 ALVARADO AVE NORTH
PLYMOUTH,MN55447 		NONE PC GENERAL 10,000

LIVINGSTON HEALTHCARE FOUNDATION

320 ALPENGLOW LANE
LIVINGSTON,MT59047 		NONE PC GENERAL 25,000

LUNDSTRUM PERFORMING ARTS

1617 NORTH 2ND STREET
MINNEAPOLIS,MN55411 		NONE PC GENERAL 4,500,000

MACPHAIL CENTER FOR MUSIC

501 SOUTH SECOND STREET
MINNEAPOLIS,MN55401 		NONE PC GENERAL 4,075,000

MANY HANDS MANY MEALS

301 COUNTY ROAD 19
EXCELSIOR,MN55331 		NONE PC GENERAL 20,000

MAYO CLINIC

200 FIRST STREET SW
ROCHESTER,MN55905 		NONE PC GENERAL 1,000,000

MCKEE BOTANICAL GARDEN

350 US HIGHWAY 1
VERO BEACH,FL329622905 		NONE PC GENERAL 5,025,000

MERCY SHIPS

PO BOX 1930
GARDEN VALLEY,TX75771 		NONE PC GENERAL 2,500

MICROGRANTS

1035 EAST FRANKLIN AVENUE
MINNEAPOLIS,MN55405 		NONE PC GENERAL 350,000

MINNDEPENDENT

5200 WILLSON RD STE 310
EDINA,MN55424 		NONE PC GENERAL 250,000

MINNEAPOLIS INSTITUTE OF ART

2400 THIRD AVENUE SOUTH
MINNEAPOLIS,MN55404 		NONE PC GENERAL 25,050,000

MINNEAPOLIS PARKS FOUNDATION

4800 MINNEHAHA AVE S
MINNEAPOLIS,MN55417 		NONE PC GENERAL 10,000,000

MINNESOTA COUNCIL ON ECONOMIC EDUCATION

1994 BUFORD AVENUE
ST PAUL,MN55108 		NONE PC GENERAL 3,100,000

MINNESOTA HISTORICAL SOCIETY

345 KELLOGG BLVD WEST
ST PAUL,MN551021906 		NONE PC GENERAL 5,100,000

MINNESOTA LANDSCAPE ARBORETUM

3675 ARBORETUM DRIVE
CHASKA,MN55318 		NONE PC GENERAL 5,050,000

MINNESOTA ORCHESTRA

SDS 12-0458 PO BOX 86
MINNEAPOLIS,MN55486 		NONE PC GENERAL 1,000,000

MINNESOTA PARENT UNION

2288 UNIVERSITY AVE W 204
ST PAUL,MN55114 		NONE PC GENERAL 50,000

MUSEUM OF RUSSIAN ART

5500 STEVENS AVENUE
MINNEAPOLIS,MN55419 		NONE PC GENERAL 50,000

NATIONAL HISTORY DAY

4511 KNOX RD STE 205
COLLEGE PARK,MD20740 		NONE PC GENERAL 1,000,000

NATURE CONSERVANCY

1101 W RIVER PKWAY SUITE 200
MINNEAPOLIS,MN55415 		NONE PC GENERAL 6,100,000

NORTHEAST COLLEGE PREP

300 INDUSTRIAL BVD NE
MINNEAPOLIS,MN55413 		NONE PC GENERAL 200,000

NORTHSIDE ACHIEVEMENT ZONE

2123 W BROADWAY AVE 100
MINNEAPOLIS,MN55411 		NONE PC GENERAL 6,250,000

NORTHSIDE ECONOMIC OPPORTUNITY NETWORK

1007 WEST BROADWAY NORTH
MINNEAPOLIS,MN55411 		NONE PC GENERAL 3,000,000

ONE VILLAGE PARTNERS

PO BOX 26055
MINNEAPOLIS,MN55426 		NONE PC GENERAL 100,000

OPERATION SMILE

GIFT PROCESSING CTR PO BOX 5017
HAGERSTOWN,MD217419716 		NONE PC GENERAL 3,000

PETS FOR VETS

PO BOX 10860
WILMINGTON,NC28404 		NONE PC GENERAL 100

PLYMOUTH CHRISTIAN YOUTH CENTER

2210 OLIVER AVENUE NORTH
MINNEAPOLIS,MN55411 		NONE PC GENERAL 150,000

PRODEO ACADEMY

620 OLSON MEMORIAL HWY
MINNEAPOLIS,MN55411 		NONE PC GENERAL 4,100,000

PRODUCER PARTNERSHIP INC

346 FRONTAGE ROAD EAST 356
LIVINGSTON,MT59047 		NONE PC GENERAL 2,000,000

PROJECT FOR PRIDE IN LIVING

1035 EAST FRANKLIN AVENUE
MINNEAPOLIS,MN55404 		NONE PC GENERAL 3,500,000

PROJECT SUCCESS

ONE GROVELAND TERR SUITE 300
MINNEAPOLIS,MN55403 		NONE PC GENERAL 7,100,000

PROPERTY & ENVIRONMENTAL RESEARCH CENTER

2048 ANALYSIS DRIVE STE A
BOZEMAN,MT59718 		NONE PC GENERAL 100,000

READING PARTNERS

700 RAYMOND AVE STE 160
ST PAUL,MN55114 		NONE PC GENERAL 1,100,000

RELATE COUNSELING CENTER

5125 COUNTY ROAD 101
MINNETONKA,MN55345 		NONE PC GENERAL 15,000

RHODES UNIVERSITY TRUST USA

1494 HAMILTON AVE
SAN JOSE,CA95125 		NONE PC GENERAL 100,000

RISEN CHRIST SCHOOL

1120 EAST 37TH STREET
MINNEAPOLIS,MN55407 		NONE PC GENERAL 150,000

RIVERSIDE THEATRE

3250 RIVERSIDE PARK DRIVE
VERO BEACH,FL32963 		NONE PC GENERAL 10,050,000

RONALD MCDONALD HOUSE CHARITIES

818 FULTON ST SE
MINNEAPOLIS,MN55414 		NONE PC GENERAL 4,000

ROSWELL HISTORICAL SOCIETY

PO BOX 1636
ROSWELL,GA30077 		NONE PC GENERAL 5,000

RUFF START RESCUE

PO BOX 129
PRINCETON,MN55371 		NONE PC GENERAL 5,000

SCIENCE MUSEUM OF MINNESOTA

120 WEST KELLOGG BLVD
ST PAUL,MN55102 		NONE PC GENERAL 500,000

SECOND HARVEST HEARTLAND

7101 WINNETKA AVE NO
BROOKLYN PARK,MN55428 		NONE PC GENERAL 5,060,000

SHARING AND CARING HANDS

525 NORTH 7TH STREET
MINNEAPOLIS,MN55405 		NONE PC GENERAL 3,000

SMITHSONIAN INSTITUTION

1000 JEFFERSON DRIVE SW MRC 035
WASHINGTON,DC20560 		NONE PC GENERAL 75,165,000

ST ANDREW'S COLLEGE

1 SOMERSET ST
MAKHANDA   6139
SF 		NONE PC GENERAL 2,000,000

ST DAVID'S CENTER FOR CHILD & FAMILY DEVELOPMENT

3395 PLYMOUTH ROAD
MINNETONKA,MN55305 		NONE PC GENERAL 3,500,000

ST JUDE CHILDREN'S RESEARCH HOSPITAL

501 ST JUDE PLACE
MEMPHIS,TN38105 		NONE PC GENERAL 3,000

SUMMIT ACADEMY OIC

935 OLSON MEMORIAL HIGHWAY
MINNEAPOLIS,MN55405 		NONE PC GENERAL 4,150,000

TEACH FOR AMERICA - TWIN CITIES REGION

401 NORTH 2ND AVE STE 200
MINNEAPOLIS,MN55401 		NONE PC GENERAL 550,000

TEACH MINNESOTA

1929 CTY RD E2 WEST
ARDEN HILLS,MN55112 		NONE PC GENERAL 1,000,000

THE FOOD GROUP

8501 54TH AVE N
MINNEAPOLIS,MN55428 		NONE PC GENERAL 500,000

THE LEARNING ALLIANCE

PO BOX 2647
VERO BEACH,FL32961 		NONE PC GENERAL 20,000,000

THE WILDFLOWER FOUNDATION

5500 NICOLLET AVE 19590
MINNEAPOLIS,MN55419 		NONE PC GENERAL 250,000

THINK SMALL

10 YORKTON COURT
ST PAUL,MN55117 		NONE PC GENERAL 3,100,000

TREEHOUSE

5757 WAYZATA BLVD
MINNEAPOLIS,MN55416 		NONE PC GENERAL 250,000

TUNNEL TO TOWERS FOUNDATION

2361 HYLAN BLVD
STATEN ISLAND,NY10306 		NONE PC GENERAL 2,000

TWIN CITIES PUBLIC TELEVISION

172 E FOURTH STREET
ST PAUL,MN55101 		NONE PC GENERAL 1,075,000

UNITED WAY OF INDIAN RIVER COUNTY

PO BOX 1960
VERO BEACH,FL329611960 		NONE PC GENERAL 25,000

UNIVERSITY OF MINNESOTA FOUNDATION

1987 UPPER BUFORD CIRCLE
ST PAUL,MN55108 		NONE PC GENERAL 1,500,000

UNIVERSITY OF MINNESOTA FOUNDATION

200 OAK STREET SE STE 500
MINNEAPOLIS,MN554552010 		NONE PC GENERAL 5,000,000

UNIVERSITY OF MINNESOTA FOUNDATION

PO BOX 860266
MINNEAPOLIS,MN55486 		NONE PC GENERAL 2,000,000

UNIVERSITY OF MINNESOTA FOUNDATION

PO BOX 860266
MINNEAPOLIS,MN55486 		NONE PC GENERAL 500,000

URBAN VENTURES LEADERSHIP FOUNDATION

2924 4TH AVENUE SOUTH
MINNEAPOLIS,MN55408 		NONE PC GENERAL 4,550,000

V3 SPORTS

701 PLYMOUTH AVE N
MINNEAPOLIS,MN55411 		NONE PC GENERAL 1,000,000

VERO BEACH MUSEUM OF ART

3001 RIVERSIDE PARK DRIVE
VERO BEACH,FL32963 		NONE PC GENERAL 10,030,000

VNA & HOSPICE FOUNDATION

920 37TH PLACE STE 101
VERO BEACH,FL32960 		NONE PC GENERAL 100,000

VOYAGEUR OUTWARD BOUND SCHOOL

1650 CARROLL AVENUE
ST PAUL,MN55104 		NONE PC GENERAL 1,500,000

WALLIN EDUCATION PARTNERS

451 LEXINGTON PWKY N STE 100
ST PAUL,MN55104 		NONE PC GENERAL 3,000,000

WAY TO GROW

201 IRVING AVENUE NO STE 100
MINNEAPOLIS,MN55405 		NONE PC GENERAL 4,750,000

WE CARE SOLAR

2150 ALLSTON WAY STE 210
BERKELEY,CA94704 		NONE PC GENERAL 1,900,000

WESTMINSTER PRESBYTERIAN CHURCH

1200 MARQUETTE AVENUE
MINNEAPOLIS,MN554032419 		NONE PC GENERAL 3,025,000

WILD SALMON CENTER

721 NW 9TH AVE STE 290
PORTLAND,OR97209 		NONE PC GENERAL 100,000

WILDERNESS INQUIRY

1611 CTY RD B WEST STE 315
ST PAUL,MN55113 		NONE PC GENERAL 500,000

WILLIAMS COLLEGE

75 PARK STREET
WILLIAMSTOWN,ME01267 		NONE PC GENERAL 15,000,000

WOMEN VENTURE

165 WESTERN AVE NO STE 8
ST PAUL,MN55102 		NONE PC GENERAL 250,000

YOUNG LIFE

420 N CASCADE AVENUE
COLORADO SPRINGS,CO80903 		NONE PC GENERAL 750,000

YOUTH FRONTIERS

5215 EDINA INDUSTRIAL BLVD STE 400
MINNEAPOLIS,MN55439 		NONE PC GENERAL 3,200,000

YWCA MINNEAPOLIS

1130 NICOLLET MALL
MINNEAPOLIS,MN55403 		NONE PC GENERAL 3,250,000
Total .................................right arrow 3a 359,470,304
bApproved for future payment
Total ................................. right arrow 3b 0
Form 990-PF (2023)
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
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 5,933,855  
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 .....     14 10,000  
8 Gain or (loss) from sales of assets other than
inventory ............ 		         
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 5,943,855 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
5,943,855
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow 		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2023)
Form 990-PF (2023)
Page 13
Part XVI
Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
1
Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
Yes
No
a
Transfers from the reporting foundation to a noncharitable exempt organization of:
(1) Cash...................................
1a(1)
 
No
(2) Other assets.................................
1a(2)
 
No
b
Other transactions:
(1) Sales of assets to a noncharitable exempt organization....................
1b(1)
 
No
(2) Purchases of assets from a noncharitable exempt organization..................
1b(2)
 
No
(3) Rental of facilities, equipment, or other assets.......................
1b(3)
 
No
(4) Reimbursement arrangements...........................
1b(4)
 
No
(5) Loans or loan guarantees.............................
1b(5)
 
No
(6) Performance of services or membership or fundraising solicitations................
1b(6)
 
No
c
Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
1c
 
No
d
If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
(a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
2a
Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
b
If "Yes," complete the following schedule.

(a) Name of organization (b) Type of organization (c) Description of relationship
Sign Here
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Form 990-PF (2023)
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Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2023 AccountingFeesSchedule
Name:
WEM FOUNDATION
EIN:
41-1604640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ACCOUNTING FEES 87,000 17,500   69,500

TY 2023 DissolutionStmt
Name:
WEM FOUNDATION
EIN:
41-1604640
Dissolution Name Dissolution Address Explanation Dissolution Amount
THE BLAKE SCHOOL 1405 XENIUM LN NO
PLYMOUTH,MN55441 		CASH AND ANY FUTURE REFUNDS 1,025,204


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TY 2023 ExpenditureResponsibilityStmt
Name:
WEM FOUNDATION
EIN:
41-1604640
Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
KINGSWOOD COLLEGE
  		BURTON STREET
GRAHAMSTOWN   6139
SF 		2023-07-28 2,000,000 CURRENT SCHOLARSHIPS 2,000,000 NONE     KINGSWOOD HAS USED THE GRANT FUNDS RECEIVED FROM THE FOUNDATION, AND INCOME THEREON, ONLY FOR THE PURPOSES AND IN THE MANNER AGREED TO, AND HAVE NOT DIVERTED ANY PORTION OF THE FUNDS FOR ANY OTHER PURPOSE. SPECIFICALLY, GRANT FUNDS WERE USED TO PROVIDE ANNUAL SCHOLARSHIPS TO STUDENTS WHO DISTINGUISH THEMSELVES IN ACADEMICS, SPORTS, OR A COMBINATION OF BOTH AND SHOW LEADERSHIP ABILITIES. IN 2023, THE ENTIRE GRANT OF $2,000,000 WAS USED FOR SCHOLARSHIPS THAT WERE FOR TUITION AND GENERAL STUDIES.
KINGSWOOD COLLEGE
  		BURTON STREET
GRAHAMSTOWN   6139
SF 		2023-04-18 50,000 GENERAL OPERATING 50,000 NONE     KINGSWOOD HAS USED THE GRANT FUNDS RECEIVED FROM THE FOUNDATION, AND INCOME THEREON, ONLY FOR THE PURPOSES AND IN THE MANNER AGREED TO, AND HAVE NOT DIVERTED ANY PORTION OF THE FUNDS FOR ANY OTHER PURPOSE. IN 2023, THE ENTIRE GRANT OF $50,000 WAS USED FOR GENERAL OPERATING.

TY 2023 LiquidationExplanationStmt
Name:
WEM FOUNDATION
EIN:
41-1604640
Statement:
WEM FOUNDATION LIQUIDATED ON 12/19/2023. PLEASE SEE ATTACHED CERTIFICATE OF DISSOLUTION AND ARTICLES OF DISSOLUTION.


TY 2023 LegalFeesSchedule
Name:
WEM FOUNDATION
EIN:
41-1604640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
LEGAL FEES 12,895 0   12,895


TY 2023 OtherExpensesSchedule
Name:
WEM FOUNDATION
EIN:
41-1604640
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
EMPLOYEE EXPENSE REIMBURSEMENTS 2,089 0   0
INSURANCE 2,490 0   0
MISCELLANEOUS 5,444 0   50


TY 2023 OtherIncomeSchedule2
Name:
WEM FOUNDATION
EIN:
41-1604640
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
OTHER INCOME - SERVICES FEE 10,000 10,000 10,000


TY 2023 OtherProfessionalFeesSchedule
Name:
WEM FOUNDATION
EIN:
41-1604640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
US BANK FEES 15,085 15,085   0


TY 2023 TaxesSchedule
Name:
WEM FOUNDATION
EIN:
41-1604640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FEDERAL TAXES 75,000 0   0
PAYROLL TAXES 23,207 0   23,207