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
2024
Open to Public Inspection
For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024
Name of foundation
THE DAVID WILLIAM UPHAM FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)2049 CENTURY PARK EAST 1400
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
LOS ANGELES, CA90067
A Employer identification number

95-4652179
B Telephone number (see instructions)

(310) 315-6200
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$83,306,353J 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) 20,500
2 Check right arrow.............
3 Interest on savings and temporary cash investments 114,213 114,213 114,213
4 Dividends and interest from securities... 1,213,833 1,213,833 1,213,833
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,600,447
b Gross sales price for all assets on line 6a 25,236,675
7 Capital gain net income (from Part IV, line 2)... 4,600,447
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
9,756 9,756 9,756
12 Total. Add lines 1 through 11........ 5,958,749 5,938,249 1,337,802
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 367,800 91,950 0 275,850
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
28,410 7,102 0 21,308
17 Interest............... 24,377 24,377 0 0
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
74,299 52,375 0 21,924
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
627,500 524,843 0 102,657
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,122,386 700,647 0 421,739
25 Contributions, gifts, grants paid....... 3,193,705 3,193,705
26 Total expenses and disbursements. Add lines 24 and 25 4,316,091 700,647 0 3,615,444
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,642,658
b Net investment income (if negative, enter -0-) 5,237,602
c Adjusted net income (if negative, enter -0-)... 1,337,802
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2024)
Form 990-PF (2024)
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.............   -30,383 -30,383
2 Savings and temporary cash investments......... 233,392 41,329 41,329
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 74,198,625 Click to see attachment
List of Attached Documents:
// Content
83,295,407 		83,295,407
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) 74,432,017 83,306,353 83,306,353
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........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 74,432,017 83,306,353
29 Total net assets or fund balances (see instructions)..... 74,432,017 83,306,353
30 Total liabilities and net assets/fund balances (see instructions). 74,432,017 83,306,353
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
74,432,017
2
Enter amount from Part I, line 27a .....................
2
1,642,658
3
Other increases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
3
7,231,678
4
Add lines 1, 2, and 3 ..........................
4
83,306,353
5
Decreases not included in line 2 (itemize) right arrow
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
83,306,353
Form 990-PF (2024)
Form 990-PF (2024)
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 CSCH 2206 - BOOT BARN HOLDINGS IN P 2023-05-19 2024-04-22
b CSCH 2206 - US TREASURY NOTES P 2024-06-07 2024-09-03
c CSCH 2206 - BEST BUY INC P 2022-09-07 2024-08-15
d CSCH 2206 - CNA FINL CORP P 2022-09-07 2024-04-01
e CSCH 2206 - GOOGLE INC P 2020-03-10 2024-10-30
CSCH 2206 - JEFFERIES GROUP INC P 2019-09-04 2024-05-17
CSCH 2206 - NORDSTROM INC P 2020-09-21 2024-08-07
JPM 0968 P    
JPM 0968 P    
JPM 0968 P    
RBC 5651 P    
RBC 5655 P    
RBC 5655 P    
RBC 5656 P    
RBC 5656 P    
RBC 5659 P    
RBC 5659 P    
RBC 5666 P    
RBC 5666 P    
WF 1846 P    
WF 1846 P    
WF 4283 P    
WF 4283 P    
WF 8451 P    
WF 8451 P    
ENTERPRISE PRODUCTS K-1 - SEC 1231 P    
ENERGY TRANSFER K-1 P    
ENERGY TRANSFER K-1 - SEC 1231 P    
XANTHUS K-1 P    
XANTHUS K-1 P    
AIMCO OP K-1 P    
AIMCO OP K-1 P    
APARTMENT INCOME REIT P    
CAPITAL GAINS 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 256,804   163,150 93,654
b 1,757,186   1,744,266 12,920
c 429,987   359,375 70,612
d 226,547   198,843 27,704
e 866,485   354,326 512,159
686,403   324,745 361,658
544,333   638,600 -94,267
288,407   500,515 -212,108
502,329   471,768 30,561
2,473,553   1,663,942 809,611
246,404   208,667 37,737
2,110,284   1,976,897 133,387
3,379,853   2,588,090 791,763
2,039,679   1,899,957 139,722
3,230,323   2,399,263 831,060
449,505   438,201 11,304
1,240,305   881,932 358,373
63,280   52,311 10,969
986,405   558,341 428,064
1,319,198   1,402,857 -83,659
62,635   37,784 24,851
405,854   376,848 29,006
23,017   13,186 9,831
1,446,935   1,297,268 149,667
68,523   65,245 3,278
    782 -782
19     19
    62 -62
    19,007 -19,007
131,032     131,032
1     1
14     14
11     11
1,364     1,364
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       93,654
b       12,920
c       70,612
d       27,704
e       512,159
      361,658
      -94,267
      -212,108
      30,561
      809,611
      37,737
      133,387
      791,763
      139,722
      831,060
      11,304
      358,373
      10,969
      428,064
      -83,659
      24,851
      29,006
      9,831
      149,667
      3,278
      -782
      19
      -62
      -19,007
      131,032
      1
      14
      11
      1,364
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 4,600,447
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 3 303,593
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 72,803
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 72,803
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 72,803
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 36,176
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 91,000
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 127,176
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 186
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 54,187
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow54,187 Refundedright arrow 11 0
Form 990-PF (2024)
Form 990-PF (2024)
Page 4
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. right arrow$ 0(2) On foundation managers.right arrow$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
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
 
No
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 arrowCA
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 2024 or the taxable year beginning in 2024? 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 arrowGROUND CONTROL BUSINESS MANAGEMENT Telephone no.right arrow (310) 315-6200

Located atright arrow2049 CENTURY PARK EAST 1400LOS ANGELESCA ZIP+4right arrow90067
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 2024, 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 (2024)
Form 990-PF (2024)
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)
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)
 
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
 
No
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 2024? .............
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 2024, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2024?....................
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 2024 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 2024.) .....................
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 2024? ..
4b
 
No
Form 990-PF (2024)
Form 990-PF (2024)
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
ROBERT A HARABEDIAN DIRECTOR
1.00 		165,000 0 0
2049 CENTURY PARK EAST 1400
LOS ANGELES,CA90067
WILLARD M REISZ DIRECTOR
5.00 		165,000 0 0
3224 DONA EMILIA DRIVE
STUDIO CITY,CA91436
SUSAN E BENDER SECRETARY
5.00 		37,800 0 0
2049 CENTURY PARK EAST 1400
LOS ANGELES,CA90067
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
NONE
Total number of other employees paid over $50,000...................right arrow 0
Form 990-PF (2024)
Form 990-PF (2024)
Page 7
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)
3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
NONE
Total number of others receiving over $50,000 for professional services.............right arrow0
Part VIII-A
Summary of Direct Charitable Activities
List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
1  
2  
3  
4  
Part VIII-B
Summary of Program-Related Investments (see instructions)
Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow0
Form 990-PF (2024)
Form 990-PF (2024)
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
78,456,112
b
Average of monthly cash balances.......................
1b
134,593
c
Fair market value of all other assets (see instructions)................
1c
1,851,540
d
Total (add lines 1a, b, and c).........................
1d
80,442,245
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
0
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
80,442,245
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
1,206,634
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
79,235,611
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
3,961,781
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
3,961,781
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
72,803
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
72,803
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
3,888,978
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
3,888,978
6
Deduction from distributable amount (see instructions).................
6
0
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
3,888,978
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
3,615,444
b
Program-related investments—total from Part VIII-B..................
1b
0
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
3,615,444
Form 990-PF (2024)
Form 990-PF (2024)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2023 		(c)
2023 		(d)
2024
1 Distributable amount for 2024 from Part X, line 7 3,888,978
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only....... 3,454,562
b Total for prior years:20 , 20, 20 0
3 Excess distributions carryover, if any, to 2024:
a From 2019......  
b From 2020......  
c From 2021......  
d From 2022......  
e From 2023......  
f Total of lines 3a through e ........ 0
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 3,615,444
a Applied to 2023, but not more than line 2a 3,454,562
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 2024 distributable amount..... 160,882
e Remaining amount distributed out of corpus 0
5 Excess distributions carryover applied to 2024. 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 2023. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		0
f Undistributed income for 2024. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2025 .......... 		3,728,096
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 2019 not
applied on line 5 or line 7 (see instructions) ... 		0
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		0
10 Analysis of line 9:
a Excess from 2020....  
b Excess from 2021....  
c Excess from 2022....  
d Excess from 2023....  
e Excess from 2024....  
Form 990-PF (2024)
Form 990-PF (2024)
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 2024, 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) 2024 (b) 2023 (c) 2022 (d) 2021
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
line 4 for each year listed ..... 		         
d Amounts included in line 2c not used directly
for active conduct of exempt activities .......... 		         
e Qualifying distributions made directly
for active conduct of exempt activities.
Subtract line 2d from line 2c .... 		         
3 Complete 3a, b, or c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......          
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)		          
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed .. 		         
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) .... 		         
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii).... 		         
(3) Largest amount of support
from an exempt organization		          
(4) Gross investment income          
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here right arrow if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions
aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
bThe form in which applications should be submitted and information and materials they should include:
cAny submission deadlines:
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
Form 990-PF (2024)
Form 990-PF (2024)
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

ALEX'S LEMONADE STAND FOUNDATION

111 PRESIDENTIAL BLVD SUITE 203
BALA CYNWYD,PA19004 		NOT APPLICABLE EXEMPT TO SUPPORT CHILDRENS CANCER RESEARCH 10,000

AMERICAN CANCER SOCIETY

PO BOX 670
HAGERSTOWN,MD21741 		NOT APPLICABLE EXEMPT TO SUPPORT OVARIAN CANCER RESEARCH 50,000

ANTI-DEFAMATION LEAGUE

10495 SANTA MONICA BLVD
LOS ANGELES,CA90025 		NOT APPLICABLE EXEMPT TO SUPPORT ANTI-DEFAMATION OF THE JEWISH PEOPLE AND TO SECURE JUSTICE AND FAIR TREATMENT TO ALL 65,000

ASSISTANCE LEAGUE OF LA - OPERATION SCHOOL BELL

826 COLE AVENUE
LOS ANGELES,CA90038 		NOT APPLICABLE EXEMPT TO PROVIDE SUPPORT FOR SCHOOL CHILDRENS UNIFORMS, UNDER GARMENTS AND SCHOOL SUPPLIES 20,000

BRIGG'S SOFTBALL SCHOLARSHIPS

7031 HARVEST LANE
RIVERSIDE,CA92506 		NOT APPLICABLE EXEMPT TO SUPPORT SCHOLARSHIPS FOR WOMENS SPORTS 10,000

CALIFORNIA HOCKEY OFFICIALS - BRANDON BLUMBERG FOUNDATION

5150 E PACIFIC COAST HIGHWAY STE200
LONG BEACH,CA90804 		NOT APPLICABLE EXEMPT TO OFFER FINANCIAL SUPPORT FOR START COSTS FOR HOCKEY OFFICIALS AND EDUCATIONAL SCHOLARSHIPS 10,000

CAMP HESS KRAMER

3663 WILSHIRE BLVD
LOS ANGELES,CA90010 		NOT APPLICABLE EXEMPT TO SUPPORT THE REBUILDING OF THE WILSHIRE BOULEVARD TEMPLE CAMPS 70,000

CENTER THEATER GROUP

691 W TEMPLE STREET
LOS ANGELES,CA90012 		NOT APPLICABLE EXEMPT TO SUPPORT THEATER COMMUNITY OUTREACH 60,000

CHILDREN'S HOSPITAL OF LOS ANGELES

4650 SUNSET BLVD
LOS ANGELES,CA90027 		NOT APPLICABLE EXEMPT TO SUPPORT MEDICAL CARE FOR CHILDREN 125,000

CHILDREN'S HOSPITAL OF ORANGE COUNTY

1201 W LA VETA AVE
ORANGE,CA92868 		NOT APPLICABLE EXEMPT TO SUPPORT MEDICAL CARE FOR CHILDREN 100,000

CSULB LAUREN CHALMERS '83 BEACH PANTRY

1212 BELLFLOWER BLVD
LONG BEACH,CA90815 		NOT APPLICABLE EXEMPT TO SUPPORT FOOD INSECURE CSULB STUDENTS 20,000

DISABLED SPORTS EASTERN SIERRA

PO BOX 7275
MAMMOTH LAKES,CA93546 		NOT APPLICABLE EXEMPT TO ALLOW DISABLED PERSONS TO EXPERIENCE OUTDOOR MOUNTAIN SPORTS 25,000

EDUCATING STUDENTS TOGETHER

13101 W WASHINGTON BLVD STE 452
LOS ANGELES,CA90066 		NOT APPLICABLE EXEMPT TO PROVIDE COLLEGE ACCESS ASSISTANCE TO FOSTER AND LOW INCOME YOUTH 25,000

FISH FOR LIFE

42 CALLE AMENO
SAN CLEMENTE,CA92672 		NOT APPLICABLE EXEMPT TO SUPPORT FISHING TRIPS FOR CHILDREN WITH SPECIAL NEEDS 20,000

FONTANA SKYHAWKS FOOTBALL & CHEER

15551 SUMMIT AVENUE
FONTANA,CA92336 		NOT APPLICABLE EXEMPT TO SUPPORT SKYHAWK FOOTBALL AND CHEER 8,000

FOODSHARE VENTURA - CSUCI FOOD PANTRY

4156 SOUTHBANK ROAD
OXNARD,CA93036 		NOT APPLICABLE EXEMPT TO HELP THE FOOD INSECURE STUDENTS AT CSUCI 20,000

FRENSHIP BOOSTER CLUB

PO BOX 81
WOLFORTH,TX79382 		NOT APPLICABLE EXEMPT TO SUPPORT FOOTBALL PROGRAM AND TEAM FOOD BANK 20,000

FRENSHIP ISD - BENNETT ELEMENTARY

101 DONALD PRESTON DRIVE
WOLFFORTH,TX79382 		NOT APPLICABLE EXEMPT TO FUND ELEMENTARY PE SUPPLIES 20,000

GARDENA CARSON YMCA

1000 ARTESIA BLVD
GARDENA,CA90248 		NOT APPLICABLE EXEMPT TO SUPPORT COMMUNITY PROGRAMS 25,000

GIRLS ON THE RUN

PO BOX 510
LOS GATOS,CA95031 		NOT APPLICABLE EXEMPT TO SUPPORT AFTER SCHOOL PROGRAMMING AND PROVIDE SUPPORT TO GIRLS IN NEED 25,000

HEART AND ARMOR FOUNDATION

1100 GLENDON AVENUE STE 2000
LOS ANGELES,CA90024 		NOT APPLICABLE EXEMPT TO SUPPORT VETERANS HEALTH SERVICES 100,000

HEART OF LOS ANGELES YOUTH INC

2701 WILSHIRE BLVD
LOS ANGELES,CA90051 		NOT APPLICABLE EXEMPT TO SUPPORT UNDERSERVED YOUTH 50,000

HELPING HANDS MINISTRIES

PO BOX 337
TALLULAH FALLS,GA30573 		NOT APPLICABLE EXEMPT TO SUPPORT THE POOR AND NEEDY 55,000

HOAG HOSPITAL FOUNDATION MELANOMA & SKIN CANCER PROGRAM

330 PLACENTIA AVE
NEWPORT BEACH,CA92663 		NOT APPLICABLE EXEMPT TO SUPPORT SKIN CANCER RESEARCH 50,000

INTERVENTION CENTER FOR EARLY CHILDHOOD

17461 DERIAN AVE STE 114
IRVINE,CA92614 		NOT APPLICABLE EXEMPT TO PROVIDE SUPPORT FOR CHILDREN WITH DEVELOPMENTAL DELAYS 75,000

JESSIE REES FOUNDATION

9 STUDEBAKER
IRVINE,CA92618 		NOT APPLICABLE EXEMPT TO PROVIDE SUPPORT FOR KIDS WITH CANCER 2,500

JEWISH FAMILY SERVICE OF LA

330 N FAIRFAX
LOS ANGELES,CA90036 		NOT APPLICABLE EXEMPT TO SUPPPORT COMMUNITY OUTREACH 50,000

LA DREAM CENTER FOUNDATION

2301 BELLEVUE AVENUE
LOS ANGELES,CA90026 		NOT APPLICABLE EXEMPT TO SUPPORT THE VETERANS PROGRAMS 50,000

LA FAMILY HOUSING FOUNDATION

7843 LANKERSHIM BLVD
HOLLYWOOD,CA91605 		NOT APPLICABLE EXEMPT TO SUPPORT HOUSING FOR HOMELESS 45,000

LA REGIONAL FOOD BANK

1734 E 41ST STREET
LOS ANGELES,CA90058 		NOT APPLICABLE EXEMPT TO PROVIDE MEALS TO PEOPLE IN NEED 25,000

LAKEWOOD HIGH SCHOOL ASB

4400 BRIERCREST AVENUE
LAKEWOOD,CA90713 		NOT APPLICABLE EXEMPT TO SUPPORT LAKEWOOD ASB 29,705

LAKEWOOD HIGH SCHOOL ODYSSEY BOOSTER CLUB

4400 BRIERCREST AVENUE
LAKEWOOD,CA90713 		NOT APPLICABLE EXEMPT TO PROVIDE ACADEMIC SUPPORT FOR STUDENTS IN THE ODYSSEY PROGRAM 20,000

LIVE LIKE JOJO FOUNDATION

22 ALCOTT PLACE
LAGUNA NIGUEL,CA92677 		NOT APPLICABLE EXEMPT TO PROVIDE SUPPORT FOR CHILDREN WITH CHRONIC HEALTH ISSUES 10,000

LOS ANGELES LGBT CENTER

1118 NORTH MCCADDEN PLACE
LOS ANGELES,CA90038 		NOT APPLICABLE EXEMPT TO SUPPORT SERVICES TO THE LGBT COMMUNITY 60,000

LOS ANGELES PHILHARMONIC ASSOCIATION

151 S GRAND AVE
LOS ANGELES,CA90012 		NOT APPLICABLE EXEMPT TO PROVIDE COMMUNITY SUPPORT 70,000

LOS ANGELES RESIDENTIAL COMMUNITY FOUNDATION

29890 NORTH BOUQUET CANYON ROAD
SAUGUS,CA91390 		NOT APPLICABLE EXEMPT TO SUPPORT RESIDENTIAL CARE FOR CHALLENGED ADULTS 25,000

LUPUS LA FOUNDATION

16000 VENTURA BLVD STE 520
ENCINO,CA91436 		NOT APPLICABLE EXEMPT TO SUPPORT LUPUS RESEARCH 40,000

MASTER'S ACADEMY INTERNATIONAL

13248 ROSCOE BLVD
SUN VALLEY,CA91352 		NOT APPLICABLE EXEMPT TO SUPPORT PASTOR TRAINING 475,000

NEW VOICE

10701 SAMPSON AVE
LYNWOOD,CA90262 		NOT APPLICABLE EXEMPT TO SUPPORT IMMIGRATION SERVICES FOR UNDER SERVED COMMUNITIES 10,000

ONE ATTA TIME

PO BOX 857
QUINCY,CA95971 		NOT APPLICABLE EXEMPT TO PROVIDE FAMILIES ACCESS TO CLEAN AND SAFE DRINKING WATER 50,000

PANCREATIC CANCER ACTION NETWORK

1500 ROSECRANS AVENUE
MANHATTAN BEACH,CA90266 		NOT APPLICABLE EXEMPT TO SUPPORT PANCREATIC CANCER RESEARCH 50,000

PHASE ONE FOUNDATION

11726 SAN VICENTE BLVD STE560
LOS ANGELES,CA90049 		NOT APPLICABLE EXEMPT TO SUPPORT COMMUNITY THEATER 30,000

PROJECT ANGEL FOOD

922 VINE STREET
LOS ANGELES,CA90038 		NOT APPLICABLE EXEMPT TO PROVIDE FOOD DELIVERY FOR THE ILL 70,000

RANCHO DOMINGUEZ PREP SCHOOL

4110 SANTA FE AVENUE
LONG BEACH,CA90810 		NOT APPLICABLE EXEMPT TO PROVIDE FUNDS FOR SOFTBALL EQUIPMENT 3,500

REDONDO UNION HIGH SCHOOL ASB

ONE SEA HAWK WAY
REDONDO BEACH,CA90277 		NOT APPLICABLE EXEMPT TO SUPPORT THE GIRLS BASKETBALL AND VOLLEYBALL PROGRAMS 10,000

SAN DIEGO ZOOLOGICAL SOCIETY

2920 ZOO DRIVE
SAN DIEGO,CA92101 		NOT APPLICABLE EXEMPT TO SUPPORT ZOO INITIATIVES 45,000

SHARSHERETORG

1086 TEANECK ROAD STE 2G
TEANECK,NJ07666 		NOT APPLICABLE EXEMPT TO FUND RESEARCH FOR OVARIAN CANCER 20,000

SIERRA LAKES ELEMENTARY SCHOOL

5740 AVENAL PLACE
FONTANA,CA92336 		NOT APPLICABLE EXEMPT TO FUND FIRST GRADE FIELD TRIPS AND TRANSPORTATION 5,000

SOUTH TAMARIND ELEMENTARY SCHOOL

8561 TAMARIND AVENUE
FONTANA,CA92335 		NOT APPLICABLE EXEMPT TO SUPPORT FIRST GRADE STEM EDUCATION AND FIELD TRIPS 7,500

ST JUDE CHILDREN'S RESEARCH HOSPITAL

501 ST JUDE PLACE
MEMPHIS,TN38105 		NOT APPLICABLE EXEMPT TO SUPPORT CHILDREN WITH DEBILITATING ILLNESS 100,000

STATE UNIVERSITY OF IOWA FOUNDATION

ONE WEST PARK ROAD
IOWA CITY,IA52244 		NOT APPLICABLE EXEMPT TO SUPPORT THE SUMNER CODD DANCE ACCOUNT IN MEMORY OF DASHIELL MACCABEE CODD 25,000

SUMMIT HIGH SCHOOL ASB

15551 SUMMIT AVENUE
FONTANA,CA92336 		NOT APPLICABLE EXEMPT TO SUPPORT GIRLS VOLLEYBALL, GIRLS BASKETBALL, GIRLS SOFTBALL 20,000

TANNERY WORLD DANCE & CULTERAL CENTER

1060 RIVER STREET STE110
SANTA CRUZ,CA95060 		NOT APPLICABLE EXEMPT TO SUPPORT CULTURAL DANCE TRAINING 25,000

TEMPLE BETH EL

3055 PORTER GULCH ROAD
APTOS,CA95003 		NOT APPLICABLE EXEMPT TO PROVIDE RELEVANT AND MEANINGFULL PROGRAMS TO THE CONGREGATION AND BEYOND 40,000

THE ASHER HOUSE

PO BOX 3548
SALEM,OR97302 		NOT APPLICABLE EXEMPT TO SUPPORT ABANDONED ANIMALS 10,000

THE MASTER'S SEMINARY

21726 PLACERITA CANYON ROAD
SANTA CLARITA,CA91321 		NOT APPLICABLE EXEMPT TO SUPPORT MINISTRY TRAINING 475,000

THE PAD PROJECT

10573 W PICO BLVD STE 73
LOS ANGELES,CA90064 		NOT APPLICABLE EXEMPT TO MAKE WOMEN'S FEMININE PRODUCTS ACCESSIBLE TO EVERYONE 25,000

THE STOREORG

PO BOX 128287
NASHVILLE,TN37212 		NOT APPLICABLE EXEMPT TO HELP FEED THE FOOD INSECURE 20,000

UCLA FOUNDATION - GERIATRICS

10889 WILSHIRE BLVD STE 1500
PASADENA,CA90024 		NOT APPLICABLE EXEMPT TO SUPPORT COMMUNITY LITERACY INITIATIVES 25,000

UCLA FOUNDATION - VETERANS LEGAL CLINIC

PO BOX 7145
PASADENA,CA91109 		NOT APPLICABLE EXEMPT TO PROVIDE LEGAL SUPPORT FOR VETERANS 50,000

UPRIGHT ATHLETICS

5962 MT LEWIS LANE
FONTANA,CA92336 		NOT APPLICABLE EXEMPT TO MENTOR AT RISK YOUTH 7,500

WALLACE RHEUMATIC DISEASES FOUNDATION

8737 BEVERLY BLVD STE 210
WEST HOLLYWOOD,CA90048 		NOT APPLICABLE EXEMPT TO SUPPORT TREATMENTS FOR AUTOIMMUNE RHEUMATIC DISEASES 35,000

WCSMFTEAM TO WIN

1200 ROSECRANS AVE STE 208
MANHATTAN BEACH,CA90266 		NOT APPLICABLE EXEMPT TO SUPPORT INNER CITY HIGH SCHOOL ATHLETES WITH FREE SPORTS MEDICINE CARE 25,000

YMCA

1127 N AVALON BLVD
WILMINGTON,CA90744 		NOT APPLICABLE EXEMPT TO PROVIDE AFTERSCHOOL CARE TO ELEMENTARY SCHOOL CHILDREN 25,000

PACIFIC COLLEGIATE SCHOOL

3004 MISSION STREET
SANTA CRUZ,CA95060 		NOT APPLICABLE EXEMPT GENERAL SUPPORT 25,000
Total .................................right arrow 3a 3,193,705
bApproved for future payment
Total ................................. right arrow 3b 0
Form 990-PF (2024)
Form 990-PF (2024)
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 ........... 		    14 114,213  
4 Dividends and interest from securities ....     14 1,213,833  
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 .....     01 9,756  
8 Gain or (loss) from sales of assets other than
inventory ............ 		    18 4,600,447  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 5,938,249 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
5,938,249
(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 (2024)
Form 990-PF (2024)
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 Right Arrow
 Firm's EIN Right Arrow
Firm's address Right Arrow


 Phone no.
Form 990-PF (2024)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description
Schedule B
(Form 990)
(Rev. January 2025)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors

right arrow Attach to Form 990, 990-EZ, or 990-PF.
right arrow Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
Name of the organization
THE DAVID WILLIAM UPHAM FOUNDATION
 
Employer identification number

95-4652179
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ
501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization


Form 990-PF
501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation
Check if your organization is covered by the General Rule or a Special Rule.  
Note:  Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.
Special Rules
For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 331/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.
For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.
For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Right Arrow $  
Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025) Page 2
Name of organization
THE DAVID WILLIAM UPHAM FOUNDATION
  		Employer identification number
95-4652179
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
1
DAVID WILLIAM UPHAM TRUST OF 2018
 
2049 CENTURY PARK EAST 1400
 
LOS ANGELES, CA90067

$ 20,500


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
Schedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025)
Page 3
Name of organization
THE DAVID WILLIAM UPHAM FOUNDATION
  		Employer identification number

95-4652179
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
1
 SHARES ON TWO PARTNERSHIPS $ 20,500 2024-12-30
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
Schedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025)
Page 4
Name of organization
THE DAVID WILLIAM UPHAM FOUNDATION
  		Employer identification number

95-4652179
Part III
Exclusively religious, charitable, etc., contributions to organizations described in section 501(c) (7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $  
Use duplicate copies of Part III if additional space is needed.
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
Schedule B (Form 990) (Rev. 1-2025)
Additional Data


Software ID:  
Software Version:  

TY 2024 GeneralExplanationAttachment
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Identifier Return Reference Explanation
INFORMATION ABOUT OFFICERS, DIRECTORS, TRUSTEES,AND FOUNDATION MANAGERS PART VIII OF FORM 990-PF, LINE 1 ROBERT A. HARABEDIAN IS A DIRECTOR OF THE FOUNDATION AND WAS ALSO A PARTNER IN THE FIRM OF HARABEDIAN, HALL & CO. WHICH PROVIDED ACCOUNITNG AND TAX PREPARATION SERVICES TO THE FOUNDATION. THE FIRM RECEIVED A TOTAL OF $14,639.57 DURING THE YEAR. HE IS CURRENTLY A MANAGING DIRECTOR IN THE FIRM OF GROUND CONTROL BUSINESS MANAGEMENT, WHICH CURRENTLY PROVIDES ACCOUNTING AND TAX PREPARATION SERVICES TO THE FOUNDATION. THE FIRM RECEIVED A TOTAL OF $13,770.00 DURING THE YEAR.

TY 2024 InvestmentsOtherSchedule2
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
INVESTMENT ACCOUNT FMV 81,205,157 81,205,157
UPHAM TRUST FMV 1,132,148 1,132,148
XANTHUS FMV 937,602 937,602
APARTMENT INCOME REIT FMV 14,461 14,461
AIMCO OP FMV 6,039 6,039

TY 2024 OtherExpensesSchedule
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FILING FEE 200 0 0 200
INSURANCE - BUSINESS OWNERS -8 0 0 -8
INSURANCE - UMBRELLA 2,475 0 0 2,475
INSURANCE - WORKERS' COMP 1,486 0 0 1,486
PAYROLL SERVICES EXPENSE 1,807 452 0 1,355
INVESTMENT FEES 524,391 524,391 0 0
OFFICE EXPENSE 115 0 0 115
XANTHUS K-1 (BUSINESS EXPENSE) 54,987 0 0 54,987
ENTERPRISE PARTNERS K-1 19 0 0 19
ENTERPRISE PARTNERS K-1 (BUSINESS LOSS) 29,986 0 0 29,986
ENERGY TRANSFER K-1 (BUSINESS LOSS) 10,000 0 0 10,000
ENERGY TRANSFER K-1 46 0 0 46
INSURANCE - COMMERCIAL PACKAGE 1,996 0 0 1,996


TY 2024 OtherIncomeSchedule2
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
UPHAM TRUST 8,911 8,911 8,911
AIMCO OP -43 -43 -43
AIMCO OP 4 4 4
APARTMENT INCOME REIT 6 6 6
APARTMENT INCOME REIT 165 165 165
ENERGY TRANSFER -405 -405 -405
XANTHUS - SEC 988 1,118 1,118 1,118


TY 2024 OtherIncreasesSchedule
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Description Amount
UNREALIZED GAIN (LOSS) ON INVESTMENTS 7,226,508
BOOK ADJUSTMENTS 5,170


TY 2024 OtherProfessionalFeesSchedule
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
BUSINESS MANAGEMENT 28,410 7,102 0 21,308


TY 2024 TaxesSchedule
Name:
THE DAVID WILLIAM UPHAM FOUNDATION
EIN:
95-4652179
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
PROPERTY TAXES 60 0 0 60
PAYROLL TAXES 3,053 0 0 3,053
FEDERAL TAXES 52,375 52,375 0 0
FOREIGN TAXES 18,811 0 0 18,811