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
TOP FAMILY FOUNDATION INC
 
% STEPHEN A BROWN
Number and street (or P.O. box number if mail is not delivered to street address)3101 GLENWOOD AVENUE 200
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RALEIGH, NC27612
A Employer identification number

84-2556506
B Telephone number (see instructions)

(919) 861-5508
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$11,082,407J 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) 0
2 Check right arrow.............
3 Interest on savings and temporary cash investments 19,151 19,151  
4 Dividends and interest from securities... 264,604 264,604  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 224,324
b Gross sales price for all assets on line 6a 927,470
7 Capital gain net income (from Part IV, line 2)... 305,697
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).......      
12 Total. Add lines 1 through 11........ 508,079 589,452  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0      
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
7,124 3,562 0 3,562
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
80,363 80,363    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
1,020 1,020    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 88,507 84,945 0 3,562
25 Contributions, gifts, grants paid....... 585,369 585,369
26 Total expenses and disbursements. Add lines 24 and 25 673,876 84,945 0 588,931
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -165,797
b Net investment income (if negative, enter -0-) 504,507
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............. 805 3,681 3,681
2 Savings and temporary cash investments......... 620,517 816,615 816,615
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)....... 6,345,143 Click to see attachment
List of Attached Documents:
// Content
5,804,218 		6,490,937
c Investments—corporate bonds (attach schedule)....... 2,504,402 Click to see attachment
List of Attached Documents:
// Content
2,504,402 		2,389,446
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).......... 1,140,674 Click to see attachment
List of Attached Documents:
// Content
1,340,045 		1,381,728
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) 10,611,541 10,468,961 11,082,407
Liabilities 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 right arrow)    
23 Total liabilities (add lines 17 through 22)......... 0 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........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 10,611,541 10,468,961
29 Total net assets or fund balances (see instructions)..... 10,611,541 10,468,961
30 Total liabilities and net assets/fund balances (see instructions). 10,611,541 10,468,961
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
10,611,541
2
Enter amount from Part I, line 27a .....................
2
-165,797
3
Other increases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
3
23,217
4
Add lines 1, 2, and 3 ..........................
4
10,468,961
5
Decreases not included in line 2 (itemize) right arrow
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
10,468,961
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.)
1 a PUBLICLY TRADED SECURITIES - ST P 2023-01-01 2023-12-31
b PUBLICLY TRADED SECURITIES - LT P 2023-01-01 2023-12-31
c JANUS - 756 SHARES D 2023-01-01 2023-12-31
d ALTRIA GROUP INC - SECURITIES LITIGATION P 2020-04-01 2023-08-11
e CAPITAL GAIN DIVIDENDS P    
CAPITAL GAIN DIVIDENDS P    
CAPITAL GAIN DIVIDENDS P    
CAPITAL GAIN DIVIDENDS P    
(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 142,803   135,087 7,716
b 703,280   613,737 89,543
c 81,373   30,725 50,648
d 14     14
e       157,776
      157,776
      157,776
      157,776
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       7,716
b       89,543
c       50,648
d       14
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 2 305,697
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 7,013
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 7,013
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 7,013
6 Credits/Payments:
a 2023 estimated tax payments and 2022 overpayment credited to 2023 6a 25,234
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld .......... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 25,234
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8  
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 18,221
11 Enter the amount of line 10 to be: Credited to 2024 estimated taxright arrow18,221 Refundedright arrow 11  
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$   (2) On foundation managers.right arrow$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$  
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
 
No
If "Yes," attach the statement required by General Instruction T.
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 arrowNC
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 arrowSTEPHEN A BROWN Telephone no.right arrow (919) 782-6860

Located atright arrow3101 GLENWOOD AVENUE 200RALEIGHNC ZIP+4right arrow27612
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)
 
No
(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
 
 
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
 
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d).
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
FRANKLIN H TOP III DIRECTOR/PRESIDENT
0.5 		0 0 0
3101 GLENWOOD AVENUE
RALEIGH,NC27612
FRANKLIN H TOP JR DIRECTOR/VICE PRESIDENT
0.5 		0 0 0
3101 GLENWOOD AVENUE
RALEIGH,NC27612
BRIAN N TOP DIRECTOR/TREASURER
0.5 		0 0 0
3101 GLENWOOD AVENUE
RALEIGH,NC27612
ANDREW M TOP DIRECTOR/SECRETARY
0.5 		0 0 0
3101 GLENWOOD AVENUE
RALEIGH,NC27612
LOIS E TOP DIRECTOR
0.5 		0 0 0
3101 GLENWOOD AVENUE 200
RALEIGH,NC27612
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
 
Total number of other employees paid over $50,000...................right arrow  
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
 
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)
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
10,176,238
b
Average of monthly cash balances.......................
1b
439,728
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
10,615,966
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
 
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
10,615,966
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
159,239
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
10,456,727
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
522,836
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
522,836
2a
Tax on investment income for 2022 from Part V, line 5.......
2a
7,013
b
Income tax for 2022. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
7,013
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
515,823
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
515,823
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
515,823
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
588,931
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
0
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
0
b
Cash distribution test (attach the required schedule) .................
3b
0
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
588,931
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 7 515,823
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only....... 521,196
b Total for prior years:2021, 2020, 2019  
3 Excess distributions carryover, if any, to 2022:
a From 2018......  
b From 2019......  
c From 2020......  
d From 2021......  
e From 2022...... 0
f Total of lines 3a through e ........ 0
4Qualifying distributions for 2023 from Part
XI, line 4: right arrow$ 588,931
a Applied to 2022, but not more than line 2a 521,196
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		 
c Treated as distributions out of corpus (Election
required—see instructions)........ 		 
d Applied to 2023 distributable amount..... 67,735
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 .......... 		 
c Enter the amount of prior years’ undistributed
income for which a notice of deficiency has
been issued, or on which the section 4942(a)
tax has been previously assessed...... 		 
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		 
e Undistributed income for 2022. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
f Undistributed income for 2023. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2024 .......... 		448,088
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) ....... 		 
8 Excess distributions carryover from 2018 not
applied on line 5 or line 7 (see instructions) ... 		 
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.... 0
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).)
FRANKLIN H TOP JR
LOIS E TOP
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

AUDUBON SOUTH CAROLINA

635 RUTLEDGE AVENUE SUITE 107
CHARLESTON,SC29403 		NONE PC GENERAL SUPPORT 50,000

DUCKS UNLIMITED INC

ONE WATERFOWL WAY
MEMPHIS,TN38120 		NONE PC GENERAL SUPPORT 100,000

THE NATURE CONSERVANCY IN OHIO

6375 RIVERSIDE DRIVE SUITE 100
DUBLIN,OH43017 		NONE PC GENERAL SUPPORT 50,000

THE NATURE CONSERVANCY - NORTH CAROLINA CHAPTER

334 BLACKWELL STREET SUITE 300
DURHAM,NC27701 		NONE PC GENERAL SUPPORT 50,000

THE NATURE CONSERVANCY OF SOUTH CAROLINA

1417 STUART ENGALS BLVD SUITE 100
MOUNT PLEASANT,SC29464 		NONE PC GENERAL SUPPORT 50,000

THE NATURE CONSERVANCY IN TENNESSEE

2 MARYLAND FARMS SUITE 150
BRENTWOOD,TN37027 		NONE PC GENERAL SUPPORT 50,000

Save The Manatee

500 N Maitland Ave Ste 210
Maitland,FL32751 		NONE PC GENERAL SUPPORT 50,000

FRIENDS OF SLEEPING BEAR DUNES

PO Box 545
Empire,MI49630 		NONE PC GENERAL SUPPORT 20,000

wolf conservation center

7 Buck Run
South Salem,NY10590 		NONE PC GENERAL SUPPORT 35,000

auburn university foundation

317 South College StreeT
Auburn,AL36849 		NONE PC GENERAL SUPPORT 80,369

INTERNATIONAL CRANE FOUNDATION

E11376 Shady Lane Rd
Baraboo,WI53913 		NONE PC GENERAL SUPPORT 50,000
Total .................................right arrow 3a 585,369
bApproved for future payment
Total ................................. right arrow 3b  
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 19,151  
4 Dividends and interest from securities ....     14 264,604  
5 Net rental income or (loss) from real estate:
aDebt-financed property......          
bNot debt-financed property.....          
6 Net rental income or (loss) from personal property          
7 Other investment income .....          
8 Gain or (loss) from sales of assets other than
inventory ............ 		    18 224,324  
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) ..   508,079  
13Total. Add line 12, columns (b), (d), and (e)..................
13
508,079
(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
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.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name SmallBullet
 Firm's EIN SmallBullet
Firm's address SmallBullet


 Phone no.
Form 990-PF (2023)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2023 AccountingFeesSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ACCOUNTING FEES 7,124 3,562 0 3,562

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

TY 2023 DepreciationSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
Life (# of years)		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included

TY 2023 InvestmentsCorpBondsSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Name of Bond End of Year Book Value End of Year Fair Market Value
LORD ABBETT SHORT DURATION FD 1,565,000 1,505,945
PIMCO INCOME FUND 649,652 584,108
FRANKLIN FLOATING RATE 289,750 299,393

TY 2023 InvestmentsCorpStockSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Name of Stock End of Year Book Value End of Year Fair Market Value
ABBOTT LABS 13,909 18,491
ABBVIE INC 21,523 35,333
ABM INDUSTRIES INC 2,585 2,600
ACCENTURE PLC 20,379 33,336
ACORN HOLDCO INC REG SHS 1,267 910
ACTIVISION BLIZZARD INC 0 0
ADVANCE AUTO PARTS INC 5,484 5,920
AIR PRODUCTS & CHEM 24,753 29,296
ALEXANDER & BALDWIN INC 630 1,065
AMERICAN AXLE&MFG HLDGS 1,000 1,269
AMGEN INC COM 18,021 22,466
AMN ELEC POWER CO 31,162 27,452
ANALOG DEVICES INC 25,886 44,080
APPLE INC 69,408 163,651
APPLIED INDUSTRL TECH 0 0
ARMSTRONG WORLD INDS INC 2,840 4,129
ARTISAN INTERNATIONAL VALUE FD 410,000 516,546
ASSURED GUARANTY LTD 1,139 3,742
AT&T INC 48,260 40,171
AVNET INC 0 0
AXIS CAPITAL HOLDINGS 2,799 2,935
BANCORP (THE) BANK 0 0
BEACON ROOFING SUPPLY 1,369 4,525
BERRY GLOBAL GROUP INC 9,966 12,871
BLACK HILLS CORP 4,102 3,884
BLACKROCK INC 16,647 24,354
BLACKSTONE INC 17,619 39,145
BRINKS CO 6,059 12,665
BRISTOL-MYERS SQUIBB CO 22,100 17,496
BROADCOM INC 17,471 62,510
BROOKLINE BANCORP INC 1,997 2,357
CABOT CORP 3,355 7,933
CARTERHOLDINGSINC 3,479 3,445
CELANESE CORP DEL SER A 1,872 3,107
CHATHAM LODGING TR 847 1,587
CHEVRON CORP 28,394 42,809
CISCO SYSTEMS INC 35,387 39,052
CITIZENS FINL GROUP INC 13,681 17,399
CNO FINL GROUP INC 3,572 6,752
COCA COLA 24,017 27,285
COLUMBIA SELECT LARGE CAP GWTH 1,220,957 916,720
COLUMBIA SPORTWEAR CO 4,932 5,250
COMCAST CORP NEW CL A 40,533 39,201
COMMERCIAL METALS CO 0 0
COMMSCOPE HLDG CO INC 2,031 691
CORNING INC 21,991 20,615
CROWN CASTLE REIT INC 27,107 22,232
CROWN HLDGS INC 1,932 2,855
CULLEN FRST BKRS 720 759
CUSHMAN AND WAKEFIELD PLC REG 981 1,231
CVS HEALTH CORP 27,254 30,162
DELAWARE EMERGING MARKETS FD C 177,974 169,781
DEVON ENERGY CORP 6,259 12,865
DIGITAL BRIDGE GROUP INC 0 0
DIGITAL REALTY TR INC 26,748 26,647
DOLBY LABORATORIES INC 0 0
DONALDSON CO INC 0 0
DOW INC 19,067 21,881
DUN AND BRADSTREET HLDGS 4,256 4,165
EAGLE MATERIALS INC 0 0
EAST WEST BANCORP INC 2,557 3,957
EATON CORP PLC 17,048 41,180
ELI LILLY & CO 12,341 50,131
EMERSON ELEC CO 18,804 25,306
ENERGIZER HOLDINGS INC 2,816 2,376
ENSIGN GROUP INC 5,678 13,129
ENSTAR GROUP LTD 4,022 6,770
EXXON MOBIL CORP 26,325 47,790
FIRST HAWAIIAN INC 4,503 6,309
FIRST HORIZON CORP 1,377 2,096
FNB CORP 7,665 15,051
FRANKLIN STR PPTYS CORP 1,696 983
FRONTDOOR INC 1,392 1,338
GENERAL MILLS 12,679 15,503
GENTHERM INC 1,601 2,199
GRANITE CONST INC 2,306 6,510
GRAPHIC PACKAGING HLDG 6,077 11,117
GREIF INC CL A 1,665 3,476
HANESBRANDS INC 6,742 2,578
HEALTHCARE TR OF AMER 0 0
HILLENBRAND INC 1,802 1,866
HOME DEPOT INC 29,107 42,279
HONEYWELL INTL INC 14,024 18,245
HOPE BANCORP INC 2,974 4,228
HORACE MANN EDUCTRS NEW 5,587 5,755
HUNTNGTN BNCSHS INC MD 2,125 3,142
HYSTER-YALE MATLS HNDLNG 323 560
ICU MEDICAL INC 9,783 6,683
INTL BUSINESS MACHINES 21,839 28,621
ISHARES RUSSELL MIDCAP 189,425 217,644
ISHARES TR MSCI EAFE GROWTH 405,956 455,582
ISHARES TR RUSSELL 2000 289,972 354,253
JAMES RIV GROUP HLDGS 2,769 1,303
JANUS HENDERSON ENTERPRISE FUN 624,417 559,766
JANUS HENDERSON GROUP 755 1,085
JELD WEN HLDG INC 6,171 7,967
JOHN HANOCK DISCIPLINED VALUE 530,383 650,993
JOHNSON AND JOHNSON 37,174 38,558
JPMORGAN CHASE & CO 39,349 55,112
KEMPER CORP 10,071 9,929
KENNAMETAL INC 1,841 1,754
KEYCORP NEW 13,907 18,533
KIMBERLY CLARK 0 0
KITE REALTY GROUP TR 2,515 5,806
KOPPERS HLDGS INC 1,785 5,173
LOCKHEED MARTIN CORP 28,647 31,727
MASTERCARD INC 33,022 45,210
MATSON INC 1,552 6,138
MAXIMUS INC 2,346 3,187
MCDONALDS CORP 26,959 37,657
MERCK AND CO INC 30,197 41,537
MICROCHIP TECHNOLOGY INC 30,077 34,900
MICROSOFT CORP 83,745 163,201
MILLERKNOLL INC 3,903 4,856
MODIVCARE INC 4,496 1,804
MORGAN STANLEY 19,926 38,046
MRC GLOBAL INC 1,092 2,169
NCR CORP 0 0
NCR ATLEOS CORP 1,851 2,648
NCR VDYX CORP 2,200 3,669
NOMAD FOODS LTD SHS 3,731 4,034
NORTHWESTERN CORP 2,988 2,850
OLD NATL BANCORP IND 10,388 15,505
OLIN CORP 1,523 7,877
PARAMOUNT GLOBAL 33,960 15,396
PATTERSON UTI ENERGY INC 2,660 3,953
PEBBLEBROOK HOTEL TRUST 5,705 6,792
PEPSICO INC 22,551 26,835
PFIZER INC 26,611 21,650
PHILIP MORRIS INTL INC 23,058 26,436
PHYSICIANS RLTY TR 5,897 5,164
PORTLAND GEN ELEC CO 3,621 4,247
PRIMO WTR CORP NPV 4,794 5,117
PROCTER & GAMBLER CO 27,700 32,825
PRUDENCIAL FINANCIAL INC 29,888 30,180
RADIAN GROUP INC 2,196 3,283
RANGE RESOURCES CORP 782 4,170
RAYONIER INC REIT 1,188 1,637
RAYTHEON TECHNOLOGIES CORP 27,112 27,850
RESIDEO TECHNOLOGIES INC 4,887 6,850
RESTAURANT BRANDS INTL 17,322 24,689
REYNOLDS CONSUMER PRODUCTS INC 635 617
SCIENCE APPLICATIONS INTL CORP 2,408 3,730
SEMPRA 21,986 22,643
SILGAN HLDGS INC 2,409 2,625
SIMMONS 1ST NTL 1,152 1,448
SOUTHWEST GAS HOLDINGS 5,505 5,702
SPIRE INC 10,135 10,598
STARBUCKS CORP 29,869 39,364
TARGET CORP 30,601 36,887
TENGA INC 2,278 1,821
TEREX CORP 1,175 3,735
TETRA TECHNOLOGIES INC 145 1,546
TEXAS INSTRUMENTS 23,765 31,706
TJX COS INC 28,486 40,057
TRI POINTE HOMES INC 1,957 5,239
TRINSEO PLC REG 2,170 711
TRUIST FINLL CORP 0 0
UNION PACIFIC CORP 19,223 25,790
UNITED BKSHRS INC W.V. 1,829 2,704
UNITED PARCEL SVC CL B 17,330 26,415
UNITEDHEALTH GROUP INC 17,235 31,062
US BANCORP 36,978 33,499
VALLEY NAIL BANCORP NJ 5,580 6,494
VERADIGM INC SOLUTIONS INC 782 1,238
VERINT SYSTEMS INC 1,033 1,027
VERIZON COMMUNICATIONS 48,766 38,341
VISA INC CL A 34,292 44,260
WAFD INC 3,587 4,483
WALMART INC 17,407 23,490
WEC ENERGY INC SHS 22,164 21,127
WESTERN ALLIANCE 857 2,105
WHITE MTNS INS GRP LTD 5,185 9,030
1ST CTZNS BNCSHS INC A 1,650 7,095

TY 2023 InvestmentsOtherSchedule2
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
BLACKSTONE REAL ESTATE INC TRU AT COST 434,723 546,986
ISHARE GOLD TR SHS AT COST 75,147 89,184
ABBEY CAPITAL FUTURES AT COST 53,044 46,181
AQR DIVERSIFIED ARBITRAGE AT COST 78,301 80,616
BLACKROCK EVENT DRIVEN EQUITY   79,585 82,732
BLACKROCK GLOBAL EQUITY AT COST 26,076 27,170
BLACKROCK GLOBAL LONG SHRT AT COST 27,159 26,542
BRANDYWINEGLBL GLBL AT COST 25,323 25,745
EATON VANCE GLB MACRO AT COST 25,558 25,954
GOTHAM ABSOLUTE RETURN AT COST 47,667 54,365
INVESCO OPTIMUM YIELD AT COST 310,634 212,800
JOHN HANCOCK SEAPORT AT COST 51,447 52,678
NEUBERGER BERMAN LONG AT COST 78,910 84,172
PIMCO DYNAMIC BOND FUND AT COST 26,471 26,603

TY 2023 OtherIncreasesSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Description Amount
CURRENT YEAR NONDIVIDEND DISTRIBUTIONS 1,208
BOOK/1099 RECORDING TIMING 22,009


TY 2023 OtherProfessionalFeesSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT MGT FEES 80,363 80,363    


TY 2023 TaxesSchedule
Name:
TOP FAMILY FOUNDATION INC
EIN:
84-2556506
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FOREIGN TAX PAID 1,020 1,020