TY 2024 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2024

Open to Public Inspection

For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024

Name of foundation
FLEMING FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)7953 CROW ROAD
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
ZIONSVILLE, PA18092

A Employer identification number

23-2585510

B Telephone number (see instructions)

(610) 737-0888

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$66,824,905J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	1,968,054		1,968,054
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		2,150,862
b	Gross sales price for all assets on line 6a 27,343,835
7	Capital gain net income (from Part IV, line 2)...			2,150,862
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........	4,118,916		4,118,916
13	Compensation of officers, directors, trustees, etc.	60,000		60,000	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	9,465	9,465	0
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	353,843	353,843	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	71,197	71,197	0
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..........	494,505		494,505	0
25	Contributions, gifts, grants paid.......	3,329,885			3,329,885
26	Total expenses and disbursements. Add lines 24 and 25	3,824,390		494,505	3,329,885
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	294,526
b	Net investment income (if negative, enter -0-)			3,624,411
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2024)

Form 990-PF (2024)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	1,214,939	1,376,174	1,376,174
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	61,781,953	List of Attached Documents: // Content 63,214,972	65,448,731
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	List of Attached Documents: // Content 1,277,076	List of Attached Documents: // Content 2,253,759	List of Attached Documents: // Content 0
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	64,276,620	66,824,905	66,824,905
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	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	64,276,620	66,824,905
	29	Total net assets or fund balances (see instructions).....	64,276,620	66,824,905
	30	Total liabilities and net assets/fund balances (see instructions).	64,276,620	66,824,905

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

64,276,620

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

294,526

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

List of Attached Documents:

// Content

2,253,759

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

66,824,905

Decreases not included in line 2 (itemize) right arrow

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

66,824,905

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
1 a	WELLS FARGO ADVISORS - XXX-3223
b	WELLS FARGO ADVISORS - XXX-3223
c	WELLS FARGO ADVISORS - XXX-4655
d	WELLS FARGO ADVISORS - XXX-4655
e	WELLS FARGO ADVISORS - XXX-7492
	WELLS FARGO ADVISORS - XXX-7759
	WELLS FARGO ADVISORS - XXX-7759
	WELLS FARGO ADVISORS - XXX-9673
	WELLS FARGO ADVISORS - XXX-9673
	WELLS FARGO ADVISORS - XXX-9683
	WELLS FARGO ADVISORS - XXX-9683
	WELLS FARGO ADVISORS - XXX-9685
	WELLS FARGO ADVISORS - XXX-9685
	WELLS FARGO ADVISORS - XXX-9685
	CAPITAL GAINS DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	314,908	330,468	-15,560
b	2,453,821	1,183,239	1,270,582
c	165,469	170,344	-4,875
d	1,720,197	1,411,803	308,394
e	1,006,733	1,020,307	-13,574
	539,610	461,978	77,632
	4,153,875	3,993,947	159,928
	2,534,131	2,534,131	0
	2,830,650	2,830,651	-1
	4,701,084	4,870,211	-169,127
	5,318,697	5,045,461	273,236
	77,834	93,441	-15,607
	458,231	458,231	0
	827,068	788,761	38,307
	241,527		241,527

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			-15,560
b			1,270,582
c			-4,875
d			308,394
e			-13,574
			77,632
			159,928
			0
			-1
			-169,127
			273,236
			-15,607
			0
			38,307
			241,527

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	2,150,862
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	50,379
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	50,379
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	50,379
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	25,877
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	24,502
d	Backup withholding erroneously withheld ..........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	50,379
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	0
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax	Refunded	11

Form 990-PF (2024)

Page 4

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

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

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2024 or the taxable year beginning in 2024? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions.................

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

Yes

Website address right arrow

N/A

The books are in care of right arrow

ROBERT L GORMAN Telephone no. right arrow

(856) 979-7599

Located at right arrow

901 SPRUCE STREETPHILADELPHIAPA ZIP+4 right arrow

19107

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... right arrow

and enter the amount of tax-exempt interest received or accrued during the year ........ right arrow

16 At any time during calendar year 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)

Page 5

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)? ......................

1a(5)

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.) ...............

1a(6)

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........

Organizations relying on a current notice regarding disaster assistance check here ........ right arrow

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2024? .............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2024, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2024?....................

If "Yes," list the years right arrow

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

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

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2024? ..

Form 990-PF (2024)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive? ....................

5a(2)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant? .................

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .........................

Part VII

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

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)
KATHLEEN ARNOLD	TRUSTEE 15.00	0
7953 CROW ROAD ZIONSVILLE,PA18092	TRUSTEE 15.00	0
ROBERT L GORMAN	TRUSTEE 5.00	30,000
55 COVE ROAD MOORESTOWN,NJ08057	TRUSTEE 5.00	30,000
MARYANNE CORBETT GORMAN	TRUSTEE 5.00	30,000
55 COVE ROAD MOORESTOWN,NJ08057	TRUSTEE 5.00	30,000

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


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................				0

Form 990-PF (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 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	THE FLEMING FOUNDATION DOES NOT CARRY ON ANY CHARITABLE ACTIVITIES DIRECTLY, BUT INSTEAD MAKES GRANTS TO QUALIFYING PUBLIC CHARITIES.	0
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 (2024)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

64,308,959

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

1,064,612

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

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

65,373,571

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

65,373,571

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

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

980,604

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

64,392,967

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

3,219,648

Part X

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part IX, line 6..................

3,219,648

Tax on investment income for 2024 from Part V, line 5 .......

50,379

Income tax for 2024. (This does not include the tax from Part V.) ...

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

50,379

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

3,169,269

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

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

3,169,269

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

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

3,169,269

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

3,329,885

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

3,329,885

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				3,169,269
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......			3,047,373
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: $ 3,329,885
a Applied to 2023, but not more than line 2a			3,047,373
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.....				282,512
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 ..........				2,886,757
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)

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 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2024	(b) 2023	(c) 2022	(d) 2021	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part IX, line 6 for each year listed ..
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XIV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

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

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

Check here right arrow

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

aThe name, address, and telephone number or 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)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
1 LOVE 4 ANIMALS PO BOX 1414 SOUTHWESTERN,PA19398	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	20,000
ALLENTOWN AREA ECUMENICAL FOOD BANK 417 N 14TH ST ALLENTOWN,PA18102	N/A	PUBLIC CHARITY	CONTRIUBTION TO GENERAL FUND	10,000
ALZHEIMERS ASSOCIATION 399 MARKET ST - SUITE 102 PHILADELPHIA,PA19106	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
AMERICAN RED CROSS OF THE GLV 2200 AVENUE A BETHLEHEM,PA19106	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
AMERICAN TRAUMA SOCIETY 201 PARK WASHINGTON CT FALLS CHURCH,VA22046	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	15,000
ANIMAL RESCUE LEAGUE OF BERKS COUNTY PO BOX 69 MOHNTON,PA19540	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	20,000
BACH CHOIR OF BETHLEHEM 423 HECKEWELDER PLACE BETHLEHEM,PA18018	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
BERKS NATURE CONSERVANCY 1 PRENDERAST RD READING,PA19608	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
BEST FRIENDS ANIMAL SOCIETY 307 WEST BROADWAY NEW YORK,NY10013	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
BURN PREVENTION NETWORK 236 N 17TH ST ALLENTOWN,PA18104	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	25,000
CALV - FOOD BANK - 6TH ST SHELTER 1337 E 5TH ST BETHLEHEM,PA18015	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	30,000
CAMELOT FOR CHILDREN 2354 WEST EMMAUS AVE ALLENTOWN,PA18103	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	7,500
CANCER SUPPORT COMMUNITY OF THE GLV 210 E BROAD ST - SUITE 202 FALLS CHURCH,VA22046	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
CANINE PARTNERS FOR LIFE PO BOX 170 COCHRANVILLE,PA19330	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
COMMUNITY BIKE WORKS 235 N MADISON ST ALLENTOWN,PA18102	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	35,000
CURE ALZHEIMERS FUND 34 WASHINGTON STREET - SUITE 310 WELLSELEY HILLS,MA02481	N/A	PUBLIC CHARITY	CONTRIBUTION TO SPECIFIC RESEARCH PROJECTS	1,250,000
DAVINCI SCIENCE CENTER 815 W HAMILTON ST ALLENTOWN,PA18101	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	55,000
DAYS END FARM HORSE RESCUE 1372 WOODBINE ROAD WOODBINE,MD21797	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
DISABLED AMERICAN VETERANS CHARITABLE SERVICE TRUST 3725 ALEXANDRIA PIKE COLD SPRING,KY41076	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	7,500
DOGS FOR BETTER LIVES 188 NATHAN ELLIS HWY EAST FALMOUTH,MA02536	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	20,000
EQUI-LIBRIUM 524 FEHR RD NAZARETH,PA18064	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
LEHIGH VALLEY HOSPITAL NETWORK 1247 S CEDAR CREST BLVD - SUITE 200 ALLENTOWN,PA18103	N/A	PUBLIC CHARITY	CONTRIBUTION TO FLEMING NEUROSCIENCE HEALTH INSTITUTE	1,000,000
LEHIGH VALLEY HUMANE SOCIETY 640 DIXON ST ALLENTOWN,PA18103	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	15,000
MEALS ON WHEELS OF THE GLV 1302 N SHERMAN ALLENTOWN,PA18109	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
MILLER KEYSTONE BLOOD CENTER 1255S CEDARCREST BLVD - SUITE 1300 ALLENTOWN,PA18103	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	35,000
MUSICWORKS 472 BLAIR MILL RD HATBORO,PA19040	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
PSPCA 1149 PIKE SPRINGS RD PHOENIXVILLE,PA19460	N/A	PUBLIC CHARITY	CONTRIUBTION TO GENERAL FUND	10,000
PUPPIES BEHIND BARS 263 W 38TH ST NEW YORK,NY10018	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
RAILS TO TRAILS CONSERVANCY 2121 WARD COURT NW 5TH FLOOR WASHINGTON,DC20037	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	7,500
RYERRS FARM FOR AGED EQUINES 1710 RIDGE ROAD POTTSTOWN,PA19465	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	7,500
SALVATION ARMY OF ALLENTOWN 144 N 8TH ST ALLENTOWN,PA18102	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	127,500
SCHWARZMAN ANIMAL MEDICAL CENTER 510 E 62ND ST NEW YORK,NY10065	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
SEMPER FI FUND 715 BROADWAY STREET QUANTICO,VA22134	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
SIGHTS FOR HOPE 845 W WYOMING ST ALLENTOWN,PA18103	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
STANDARDBRED RETIREMENT FOUNDATION 4 ARNEYTOWN HOMESTOWN RD CREAM RIDGE,NJ08514	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
TAILS OF VALOR - PAWS OF HONOR PROGRAM INC PO BOX 127 CHAMBERSBURG,PA18036	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	7,500
THE CAT SHACK INC PO BOX 950 TREXLERTOWN,PA18187	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
THE SEED FARM 5854 VERA CRUZ RD EMMAUS,PA18049	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	5,000
UNITED WAY OF GREATER LEHIGH VALLEY 2200 AVENUE A - THIRD FLOOR BETHLEHEM,PA18017	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	65,000
VALLEY HEALTH PARTNERS - VETERANS HEALTH PROGRAM 1628 W CHEW ST - 1ST FLR ALLENTOWN,PA18102	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	79,885
VALLEY HEALTH PARTNERS 1300 N GRANT - 4TH FLR WILMINGTON,DE19806	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	100,000
VALLEY YOUTH HOUSE 3400 HIGH POINT BLVD BETHLEHEM,PA18017	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	250,000
WILDLANDS CONSERVANCY 3701 ORCHID PL EMMAUS,PA18049	N/A	PUBLIC CHARITY	CONTRIBUTION TO GENERAL FUND	10,000
Total ................................. 3a				3,329,885

bApproved for future payment

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

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities ....			14	1,968,054	0
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	2,150,862	0
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		4,118,916	0

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

4,118,916

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2024)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2024 AccountingFeesSchedule

Name:

FLEMING FOUNDATION

EIN:

23-2585510

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING/TAX PREP FEES	9,465	9,465		0

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

FLEMING FOUNDATION

EIN:

23-2585510

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
MARKETABLE SECURITIES	FMV	63,214,972	65,448,731

- TIN:

TY 2024 OtherAssetsSchedule

Name:

FLEMING FOUNDATION

EIN:

23-2585510

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
UNREALIZED GAINS (LOSSES)	1,277,076	2,253,759

- TIN:

TY 2024 OtherIncreasesSchedule

Name:

FLEMING FOUNDATION

EIN:

23-2585510

Description	Amount
UNREALIZED APPRECIATION IN INVESTMENTS	2,253,759

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

FLEMING FOUNDATION

EIN:

23-2585510

Category	Amount	Net Investment Income
INVESTMENT FEES	316,963	316,963
ADR FEES	6,880	6,880
CONSULTING FEE	30,000	30,000

- TIN:

TY 2024 TaxesSchedule

Name:

FLEMING FOUNDATION

EIN:

23-2585510

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAXES WITHHELD ON DIVIDENDS	51,197	51,197		0
2024 FEDERAL EXCISE TAXES PAID IN 2024	20,000	20,000		0