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 01-01-2023 , and ending 12-31-2023

Name of foundation
Cleveland Avenue Fund

Number and street (or P.O. box number if mail is not delivered to street address)1321 Upland Drive 8275
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Houston, TX770434718

A Employer identification number

83-2871250

B Telephone number (see instructions)

(325) 670-9011

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

$41,998,904J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)	300
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	582,559		582,559
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10	List of Attached Documents: // Content	-291,320
b	Gross sales price for all assets on line 6a 12,460,116
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).......	List of Attached Documents: // Content	66,479	67,210
12	Total. Add lines 1 through 11........	358,018		649,769
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	4,725	2,363	2,362
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	93,671	93,671	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	9,697	2,331	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	19,275	15,565	3,710
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	127,368		113,930	6,072
25	Contributions, gifts, grants paid.......	2,055,071			2,055,071
26	Total expenses and disbursements. Add lines 24 and 25	2,182,439		113,930	2,061,143
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-1,824,421
b	Net investment income (if negative, enter -0-)			535,839
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	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.........	801,962	541,857	541,857
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	5,437,842	List of Attached Documents: // Content 5,330,200	5,393,543
	b	Investments—corporate stock (attach schedule).......	29,400,372	List of Attached Documents: // Content 27,746,223	31,173,262
	c	Investments—corporate bonds (attach schedule).......	3,889,874	List of Attached Documents: // Content 3,630,703	3,533,403
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	789,221	List of Attached Documents: // Content 1,245,867	1,266,270
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	List of Attached Documents: // Content 90,569	List of Attached Documents: // Content 90,569	List of Attached Documents: // Content 90,569
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	40,409,840	38,585,419	41,998,904
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	40,409,840	38,585,419
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	0
	29	Total net assets or fund balances (see instructions).....	40,409,840	38,585,419
	30	Total liabilities and net assets/fund balances (see instructions).	40,409,840	38,585,419

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

40,409,840

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

-1,824,421

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

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

38,585,419

Decreases not included in line 2 (itemize) right arrow

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

38,585,419

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
1 a	Publicly traded securities
b	From Sch K-1 (Form 1065)	P
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	12,455,829	12,751,436	-295,607
b	3,176		3,176
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			-295,607
b			3,176
c
d
e

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	-292,431
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	7,448
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	7,448
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	7,448
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	6,160
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	8,000
d	Backup withholding erroneously withheld ..........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	14,160
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	6,712
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax6,712	Refunded	11	0

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

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

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

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

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

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

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

Yes

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

Yes

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

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

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

By language in the governing instrument, or

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

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

Yes

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

and Part XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 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 Click to see attachment

List of Attached Documents:

// Content

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

Yes

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

Yes

Website address right arrow

N/A

The books are in care of right arrow

Blazek Vetterling Telephone no. right arrow

(713) 439-5700

Located at right arrow

2900 Weslayan Ste 200HoustonTX ZIP+4 right arrow

77027

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
Jane Varner Beard	President 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	President 1.00	0	0	0
Russell C Beard	Secretary, Treasurer 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Secretary, Treasurer 1.00	0	0	0
Sterling C Beard	Vice President 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Vice President 1.00	0	0	0
Hudson Beard MD	Vice President 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Vice President 1.00	0	0	0

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


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
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
Bessemer Trust	Investment management	88,810
1271 6th Avenue New York,NY10020	Investment management	88,810

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

Part VIII-A

Summary of Direct Charitable Activities

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


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

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


2


All other program-related investments. See instructions.
3

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

Form 990-PF (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...................

39,073,813

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

737,997

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

1,314,942

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

41,126,752

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

41,126,752

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

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

616,901

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

40,509,851

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

2,025,493

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

2,025,493

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

7,448

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

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

7,448

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

2,018,045

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

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

2,018,045

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

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

2,018,045

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 ..........

2,061,143

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. .......

2,061,143

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				2,018,045
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......			2,055,071
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......
d From 2021......
e From 2022......
f Total of lines 3a through e ........	0
4Qualifying distributions for 2023 from Part
XI, line 4: $ 2,061,143
a Applied to 2022, but not more than line 2a			2,055,071
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.....				6,072
e Remaining amount distributed out of corpus	0
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	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 ..........				2,011,973
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....
b Excess from 2020....
c Excess from 2021....
d Excess from 2022....
e Excess from 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 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).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here right arrow

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

Administrator The Cleveland Avenue
1321 Upland Drive 8275
Houston,TX770434718
(325) 670-9011
admin@tcafund.org

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

Applicants will be provided an application form upon request. The information requested from applicants will include: verification of public charity status, program/project details and grantee organization financial information.

cAny submission deadlines:

September 30

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

None

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
The Bessemer Giving Fund 100 Woodbridge Center Drive Woodbridge,NJ07095	N/A	PC	General support	2,055,071
Total ................................. 3a				2,055,071

bApproved for future payment

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

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	582,559
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............	525990	1,111	18	-292,431
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aFrom Sch K-1 (Form 1065)	525990	-731	14	67,210
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		380		357,338	0

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

357,718

(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:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Tax compliance	4,725	2,363		2,362

- TIN:

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

TY 2023 GainLossSaleOtherAssetsSch

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
From Sch K-1 (Form 1065) UBTI		Purchased			1,111		Cost	0	1,111

- TIN:

TY 2023 InvestmentsCorpBondsSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name of Bond	End of Year Book Value	End of Year Fair Market Value
110,000 Abbvie Inc 3.600% 05/14/2025	113,691	108,059
100,000 Air Lease Corp 5.850% 12/15/2027	99,082	102,624
95,000 American Express Co 6.338% 10/30/2026	95,142	96,911
87,000 Bank of America Corp 5.015% 07/22/2033	87,174	86,012
160,000 BHP Billiton Fin USA Ltd 5.100% 09/08/2028	159,144	164,439
104,000 BP Cap Markets America 4.812% 02/13/2033	103,681	104,951
53,000 Capital One Financial Co 5.468% 02/01/2029	102,867	106,023
34,000 Charles Schwab Corp 2.000% 03/20/2028	34,136	30,275
71,000 Cigna Corp 1.250% 03/15/2026	62,645	65,816
88,000 Citigroup Inc 3.668% 07/24/2028	118,953	104,871
105,000 Comcast Corp 4.150% 10/15/2028	112,993	98,615
100,000 CVS Health Corp 5.250% 01/30/2031	89,241	91,342
65,000 D.R. Horton Inc 1.400% 10/15/2027	64,813	57,878
100,000 DTE Energy Co 4.220% 11/01/2024	100,165	98,724
102,000 Dupont De Nemours Inc 4.493% 11/15/2025	108,311	101,360
92,000 Enbridge Inc 5.700% 03/08/2033	92,749	95,678
106,000 Energy Transfer Lp 6.100% 12/01/202	87,019	91,592
40,000 Enterprise Co 4.900% 10/15/2025	42,442	39,860
111,000 Florida Power & Light Co 4.400% 05/15/2028	109,921	111,218
30,000 General Motors Finl Co 4.000% 01/15/2025	31,034	29,509
59,000 General Motors Finl Co 4.350% 04/09/2025	61,395	58,164
100,000 Goldman Sachs Group Inc 6.079% 01/24/2025	100,000	99,923
54,000 JPMorgan Chase & Co 2.069% 06/01/2029	53,350	46,988
100,000 JPMorgan Chase & Co 4.203% 07/23/2029	60,547	52,459
60,000 Magna International Inc 3.625% 06/15/2024	60,433	59,422
95,000 Moody's Corporation 4.250% 08/08/2032	94,860	92,520
88,000 Morgan Stanley 5.297% 04/20/2037	85,132	85,558
89,000 Paypal Holdings Inc 2.850% 10/01/2029	100,912	91,587
76,000 Pfizer Investment Enter 4.450% 05/19/2028	76,224	76,013
87,000 Public Storage 1.950% 11/09/2028	105,186	93,723
68,000 Sherwin-Williams Co 3.450% 08/01/2025	70,783	66,203
100,000 Southern Cal Edison 5.650% 10/01/2028	88,167	91,759
89,000 Starbucks Corp 4.750% 02/15/2026	89,037	89,381
98,000 Sumitomo Mitsui Finl Grp 2.632% 07/14/2026	101,689	92,917
95,000 Toyota Motor Credit Corp 4.450% 05/18/2026	94,944	94,856
90,000 Truist Financial Corp 6.047% 06/08/2027	90,000	91,614
100,000 US Bancorp 2.491% 11/03/2036	100,000	78,320
100,000 Warnermedia Holdings Inc 4.279% 03/15/2032	87,085	91,486
95,000 Williams Companies Inc 3.750% 06/15/2027	88,094	91,576
110,000 Xcel Energy Inc 3.300% 06/01/2025	112,732	107,383
95,000 Zoetis Inc 5.400% 11/14/2025	94,930	95,794

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name of Stock	End of Year Book Value	End of Year Fair Market Value
361 A. O. Smith Corp	17,986	29,760
308 Abbott Laboratories	33,209	33,901
287 AbbVie Inc	26,607	44,476
279 Agilent Technologies Inc	31,708	38,789
94 Air Products and Chemicals Inc	26,580	25,737
165 Alexandria Real Estate Equities Inc	29,031	20,917
2,620 Alimentation Couche-Tard	130,662	154,760
985 Alphabet Inc Class C	91,723	138,816
2,470 Amazon.com Inc	375,959	375,291
1,167 Ameren Corp	94,149	84,420
105 American Tower Corp	26,138	22,667
87 Ametek Inc	8,739	14,345
228 Aon PLC	61,261	66,352
2,929 Apple Inc	325,973	563,920
975 Ashtead Group	64,387	67,819
82 ASM International N.V.	28,612	42,582
146 ASML Holding N.V.	68,979	109,978
48 Automatic Data Processing Inc	6,643	11,182
24 Autozone Inc	61,715	62,054
2,444 Avantor Inc	64,341	55,796
5,729 Bank of America Corp	158,887	192,894
615 Bath & Body Works Inc	27,712	26,543
983 BJ's Wholesale Club Holdings Inc	61,688	65,526
709 Blackstone Inc	55,856	92,822
394 Booz Allen Hamilton Holding Corporation	40,453	50,396
92 Broadcom Inc	41,498	102,695
1,325 Brookfield Corp	53,999	53,159
1,250 Canadian Pacific Kansas City Limited	94,580	99,205
215 Carlisle Companies, Inc.	42,336	67,172
45 Caterpillar Inc.	9,338	13,305
269 CDW	31,454	61,149
735 Cencora Inc	122,126	150,954
1,140 ChampionX Corp	34,963	33,299
412 Chevron Corp	38,850	61,453
339 Clean Harbors Inc	45,015	59,158
356 Coca-Cola Co	17,150	20,979
390 Comcast Corp	21,787	17,101
886 ConocoPhillips	35,763	102,838
13 Constellation Software	31,610	32,330
164 Cooper Companies Inc	49,835	62,064
2,610 Copart Inc	72,027	127,890
160 Costco Wholesale Corporation	74,300	105,612
620 CRH PLC	42,597	42,878
455 Danaher Corp	84,431	105,259
25 Deere & Co	8,800	9,996
1,003 Dollarama Inc	37,333	72,503
325 Duke Energy Corp	30,461	31,538
475 Eaton Corporation PLC	61,691	114,388
96 Elevance Health Inc	32,599	45,269
49 Eli Lilly And Co	23,906	28,563
315 Equifax Inc	54,175	77,896
419 Expedia Group Inc	65,587	63,600
245 Exxon Mobil Corp	28,293	24,495
375 Fortinet Inc	11,085	21,948
246 Gartner Inc	90,367	110,973
152 Genuine Parts Co	14,541	21,052
675 Health Care Select Sector SPDR Fund	92,244	92,056
51 Hershey Co	7,302	9,508
546 Hilton Hotels Corporation	47,750	99,421
98 Home Depot Inc	29,010	33,961
162 Honeywell International Inc	30,365	33,973
2,670 Howmet Aerospace Inc	101,394	144,500
78 Illinois Tool Works Inc.	15,411	20,431
975 Intercontinental Exchange Inc	97,783	125,219
86 Intuitive Surgical, Inc.	20,543	29,012
509 IQVIA Holdings Inc	82,385	117,772
1,840 iShares China Large-Cap ETF	65,047	44,215
113 Johnson & Johnson	18,438	17,711
1,317 JPMorgan Chase & Co	179,884	224,021
928 Kenvue Inc	20,063	19,979
383 Keysight Technologies Inc	61,300	60,931
75 KLA Corp	15,182	43,597
185 Lincoln Electric Holdings Inc	24,118	40,230
350 Live Nation Entertainment Inc	27,173	32,760
33 Lockheed Martin Corp	13,048	14,956
370 Lowe's Companies Inc	78,239	82,343
91 LVMH Moet Hennessy Louis Vuitton	46,346	73,766
190 Manhattan Associates Inc	35,701	40,910
1,520 Marvell Technology Inc	69,029	91,671
67 McDonald's Corp	14,027	19,866
137 Medpace Holdings Inc	38,156	41,994
130 Medtronic PLC	13,195	10,709
48 MercadoLibre Inc	68,540	75,433
347 Merck & Co Inc	27,606	37,829
593 Meta Platforms Inc	155,686	209,897
365 Metlife Inc	23,602	24,137
2,001 Microsoft Corp	421,836	752,455
571 Motorola Solutions Inc	133,582	178,773
766 Nasdaq Inc	33,501	44,535
1,648 NextEra Energy Inc	123,767	100,099
328 Nice Ltd	68,334	65,439
267 Northrop Grumman Corp	102,441	124,993
562 NVIDIA Corp	131,542	278,313
152,982 Old Westbury Credit Income Fund	1,561,950	1,240,687
840,252 Old Westbury Large Cap Strategies Fund	13,101,707	14,586,775
306,675 Old Westbury Small & Mid Cap Strategies Fund	4,872,943	4,731,997
1,345 Oracle Corp	111,281	141,803
73 PepsiCo Inc	9,930	12,398
390 Philip Morris International Inc.	39,740	36,691
266 Pioneer Natural Resources	29,015	59,818
90,000 PNC Financial Services	88,180	89,421
99 Pool Corp	36,415	39,472
129 Procter & Gamble Co	17,255	18,903
870 Prologis Inc	123,834	115,971
115 Prudential Financial Inc	8,230	11,926
203 Quest Diagnostics Inc	25,076	27,989
131 Ross Stores Inc	12,330	18,129
500 Ryan Specialty Holdings Inc	21,128	21,510
247 S&P Global Inc	86,718	108,808
100 Saia Inc	21,615	43,822
2,605 Schlumberger NV	139,757	135,564
97 ServiceNow Inc	41,395	68,529
325 Sherwin-Williams Co	76,026	101,367
195 Simon Property Group Inc	18,449	27,814
205 Starbucks Corp	16,837	19,682
314 Steris PLC	52,669	69,032
735 Take-Two Interactive Software Inc	94,028	118,298
80 Target Corp	14,020	11,393
263 TE Connectivity Ltd	25,213	36,951
125 Teleflex Inc	46,741	31,167
70 Texas Instruments Inc	9,606	11,932
206 Thermo Fisher Scientific Inc	85,515	109,342
643 Tradeweb Markets Inc	43,357	58,435
1,890 TransUnion	128,340	129,861
675 Truist Financial Corp	27,221	24,921
124 Ulta Beauty Inc	53,593	60,758
132 Union Pacific Corp	26,674	32,421
393 UnitedHealth Group Inc	127,870	206,902
1,501 US Foods Holding Corp	37,659	68,160
750 Verizon Communications Inc.	43,409	28,275
1,295 Visa Inc	259,685	337,152
335 Vulcan Materials Company	58,946	76,048
875 Walmart Inc	130,020	137,943
139 Waste Management, Inc.	15,673	24,894
240 WEC Energy Group Inc	21,316	20,200
242 WEX Inc	41,694	47,081
1,447 Willscot Holdings Corp	68,805	64,391
95 Zoetis Inc	19,293	18,750

- TIN:

TY 2023 InvestmentsGovtObligationsSch

Name:

Cleveland Avenue Fund

EIN:

83-2871250

US Government Securities - End of Year Book Value:

5,330,200

US Government Securities - End of Year Fair Market Value:

5,393,543

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

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

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
BlueArc Diversified Hedge Fund	AT COST	500,050	517,090
Fifth Avenue Private Equity 17 LLC	AT COST	40,681	46,062
Kayne Anderson Real Estate Debt IV, LP	AT COST	705,136	703,118

- TIN:

TY 2023 OtherAssetsSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
Life insurance policy	90,569	90,569	90,569

- TIN:

TY 2023 OtherExpensesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
From Sch K-1 (Form 1065)	15,565	15,565	0
Insurance expense	1,961	0	1,961
Filing fees	955	0	955
Office expense	794	0	794

- TIN:

TY 2023 OtherIncomeSchedule2

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
From Sch K-1 (Form 1065)	66,479	67,210	66,479

- TIN:

TY 2023 OtherProfessionalFeesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment management fees	93,671	93,671		0

- TIN:

TY 2023 TaxesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Foreign tax	2,331	2,331		0
Federal and state excise tax	7,366	0		0