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
ANDREA WAITT CARLTON FAMILY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 58389
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NASHVILLE, TN37205
A Employer identification number

86-0910220
B Telephone number (see instructions)

(615) 873-4142
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$68,326,990J Accounting method:
MODIFIED CASH
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check right arrow.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 1,923,945 2,152,028  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,648,026
b Gross sales price for all assets on line 6a 1,648,026
7 Capital gain net income (from Part IV, line 2)... 1,574,728
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
170,605 90,005  
12 Total. Add lines 1 through 11........ 3,742,576 3,816,761  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 453,578 40,607   412,971
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment
List of Attached Documents:
// Content
1,424 142   1,281
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
74,546 7,455   67,092
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
205,184 205,184   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
68,476 52,476   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 5,329 0   5,329
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
130,989 20,681   38,870
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 939,526 326,545   525,543
25 Contributions, gifts, grants paid....... 3,051,965 3,051,965
26 Total expenses and disbursements. Add lines 24 and 25 3,991,491 326,545   3,577,508
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -248,915
b Net investment income (if negative, enter -0-) 3,490,216
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 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............. 165,973 164,680 164,680
2 Savings and temporary cash investments......... 1,473,345 1,363,929 1,363,929
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).......... 60,865,784 Click to see attachment
List of Attached Documents:
// Content
66,798,381 		66,798,381
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow) Click to see attachment
List of Attached Documents:
// Content
1,610 		Click to see attachment
List of Attached Documents:
// Content
0 		Click to see attachment
List of Attached Documents:
// Content
0
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 62,506,712 68,326,990 68,326,990
Liabilities 17 Accounts payable and accrued expenses.......... 16,693 14,621
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)......... 16,693 14,621
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 62,490,019 68,312,369
29 Total net assets or fund balances (see instructions)..... 62,490,019 68,312,369
30 Total liabilities and net assets/fund balances (see instructions). 62,506,712 68,326,990
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
62,490,019
2
Enter amount from Part I, line 27a .....................
2
-248,915
3
Other increases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
3
6,071,265
4
Add lines 1, 2, and 3 ..........................
4
68,312,369
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
68,312,369
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 SHORT TERM BROKERAGE ACCOUNT SALES P    
b LONG TERM BROKERAGE ACCOUNT SALES P    
c FROM PASSTHROUGH ENTITIES P    
d DISPOSITION OF INDUS ASIA PACIFIC PFIC P    
e DISPOSITION OF YORKTOWN ENERGY PARTNERS VII, L.P. P    
DISPOSITION OF SIDE CF III-B SELLING AIV, LP 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 349,768     349,768
b 1,320,756     1,320,756
c     24,627 -24,627
d 1,567   22,704 -21,137
e 179,594   229,626 -50,032
26,770   26,770 0
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       349,768
b       1,320,756
c       -24,627
d       -21,137
e       -50,032
      0
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 1,574,728
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 48,514
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 48,514
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 48,514
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 28,516
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 60,000
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 88,516
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment
List of Attached Documents:
// Content
8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10 40,002
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow40,002 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrowTN, DE
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 arrowSPENCE MANERS CPA Telephone no.right arrow (615) 873-4142

Located atright arrowPO BOX 58389NASHVILLETN ZIP+4right arrow37205
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
ANDREA WAITT CARLTON PRESIDENT/DIRECTOR
4.00 		0 0 0
PO BOX 58389
NASHVILLE,TN37205
JENNIFER KRONEBUSCH SECRETARY/TREASURER/DIRECTOR
1.00 		10,000 0 3,478
PO BOX 58389
NASHVILLE,TN37205
JACQUE J ROBERTS ASSISTANT SECRETARY
1.00 		0 0 0
PO BOX 58389
NASHVILLE,TN37205
STEVEN RASMUSSEN DIRECTOR
1.00 		10,000 0 4,031
PO BOX 58389
NASHVILLE,TN37205
SAMUEL A WAITT DIRECTOR
3.00 		10,000 0 0
PO BOX 58389
NASHVILLE,TN37205
DONNA DALTON DIRECTOR
1.00 		10,000 0 0
PO BOX 58389
NASHVILLE,TN37205
JOHN N CARNEY EXECUTIVE DIRECTOR
20.00 		336,423 0 0
PO BOX 58389
NASHVILLE,TN37205
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
JPMORGAN CHASE BANK NA INVESTMENT MANAGEMENT FEE 102,173
3424 PEACHTREE ROAD NE 24TH FLOOR
ATLANTA,GA30326
DELOITTE AND TOUCHE ACCOUNTING FEES 41,312
1033 DEMONBREUN STREET SUITE 400
NASHVILLE,TN37203
DELOITTE TAX LLP ACCOUNTING FEES 33,234
1100 CAPITOL AVE
OMAHA,NE68102
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
65,010,283
b
Average of monthly cash balances.......................
1b
695,397
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
65,705,680
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
65,705,680
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
985,585
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
64,720,095
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
3,236,005
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
3,236,005
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
48,514
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
48,514
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
3,187,491
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
3,187,491
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
3,187,491
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
3,577,508
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
3,577,508
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 3,187,491
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only....... 0
b Total for prior years:20 , 20, 20 0
3 Excess distributions carryover, if any, to 2024:
a From 2019...... 408,700
b From 2020...... 306,720
c From 2021...... 241,182
d From 2022...... 280,862
e From 2023...... 246,752
f Total of lines 3a through e ........ 1,484,216
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 3,577,508
a Applied to 2023, but not more than line 2a 0
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		0
c Treated as distributions out of corpus (Election
required—see instructions)........ 		0
d Applied to 2024 distributable amount..... 3,187,491
e Remaining amount distributed out of corpus 390,017
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 1,874,233
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 .......... 		0
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) ....... 		0
8 Excess distributions carryover from 2019 not
applied on line 5 or line 7 (see instructions) ... 		408,700
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		1,465,533
10 Analysis of line 9:
a Excess from 2020.... 306,720
b Excess from 2021.... 241,182
c Excess from 2022.... 280,862
d Excess from 2023.... 246,752
e Excess from 2024.... 390,017
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).)
ANDREA WAITT CARLTON
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here right arrow if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions
aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
JOHN CARNEY
PO BOX 58389
NASHVILLE,TN37205
(615) 873-4142
bThe form in which applications should be submitted and information and materials they should include:
WRITTEN APPLICATIONS SHOULD INCLUDE: AN OVERVIEW OF THE ORGANIZATION; GOALS & NEEDS FOR THE PROJECT OR PROGRAM; PROPOSED ACTIVITIES AND RELATIONSHIP TO PROJECT OR PROGRAM; DOLLAR AMOUNT REQUESTED, WITH DETAILED BUDGET; LIST OF BOARD OF DIRECTORS MEMBERS; COPY OF IRS DETERMINATION LETTER INDICATING 501(C)(3) STATUS; CONTACT PERSON'S NAME, PHONE AND FAX NUMBERS.
cAny submission deadlines:
PROPOSALS MAY BE SUBMITTED AT ANY TIME AND ARE REVIEWED ON A REVOLVING BASIS.
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
MAJOR GRANTS ARE USUALLY LIMITED TO NASHVILLE, TN, THE LAKE REGION OF NORTHWEST IOWA, SELECTED AREAS OF FLORIDA, SOUTH DAKOTA, AND COLORADO. PROPOSALS RELATED TO ENVIRONMENTAL AND CONSERVATION CONCERNS WILL BE CONSIDERED ON A NATIONAL BASIS. TO ENCOURAGE OTHERS TO PARTICIPATE, CHALLENGE GRANTS AND MATCHING GIFT PROPOSALS WILL RECEIVE SPECIAL CONSIDERATION. ONLY REQUESTS FROM IRC 501(C)(3) TAX EXEMPT CHARITABLE ORGANIZAIONS AND INSTITUTIONS ARE ACCEPTED.
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

413 STRONG

PO BOX 101425 NASHVILLE
NASHVILLE,TN37224 		  PC GENERAL OPERATING SUPPORT 2,500

A SOLDIER'S CHILD

PO BOX 11242
MURFRESBORO,TN37129 		  PC GENERAL OPERATING SUPPORT 5,000

AGAPE ANIMAL RESCUE

PO BOX 292766
NASHVILLE,TN37229 		  PC GENERAL OPERATING SUPPORT 20,000

AMERICAN BIRD CONSERVANCY

PO BOX 249
THE PLAINS,VA20198 		  PC GENERAL OPERATING SUPPORT 5,000

AMERICAN HUMANE

1400 16TH STREET NW SUITE 360
WASHINGTON,DC20036 		  PC GENERAL OPERATING SUPPORT 25,000

AMERICAN HUMANE

1400 16TH STREET NW SUITE 360
WASHINGTON,DC20036 		  PC GENERAL OPERATING SUPPORT 26,000

ANIMAL PROTECTION OF NEW MEXICO

PO BOX 11395 ALBUQUERQUE
ALBUQUERQUE,NM87192 		  PC GENERAL OPERATING SUPPORT 30,000

ASPCA

424 EAST 92ND STREET
NEW YORK,NY10128 		  PC GENERAL OPERATING SUPPORT 5,000

BAREFOOT REPUBLIC INC

PO BOX 40365 NASHVILLE
NASHVILLE,TN37204 		  PC GENERAL OPERATING SUPPORT 25,000

BEACON CENTER OF TENNESSEE

1200 CLINTON STREET 205
NASHVILLE,TN37203 		  PC GENERAL OPERATING SUPPORT 50,000

BELCOURT THEATRE

2102 BELCOURT AVENUE NASHVILLE TN
37212
NASHVILLE,TN37212 		  PC GENERAL OPERATING SUPPORT 1,000

BELMONT UNIVERSITY

1900 BELMONT BOULEVARD
NASHVILLE,TN372123757 		  PC GENERAL OPERATING SUPPORT 203,569

BELMONT UNIVERSITY

1900 BELMONT BOULEVARD
NASHVILLE,TN372123757 		  PC GENERAL OPERATING SUPPORT 262,000

BILL OF RIGHTS INSTITUTE

1310 N COURTHOUSE RD STE 620
ARLINGTON,VA222012594 		  PC GENERAL OPERATING SUPPORT 10,000

BLACK HILLS WILD HORSE SANCTUARY

PO BOX 998
HOT SPRINGS,SD57747 		  PC GENERAL OPERATING SUPPORT 10,000

BRENTWOOD BAPTIST CHURCH

13033 LANDMARK
HOUSTON,TX77045 		  PC GENERAL OPERATING SUPPORT 2,500

CENTER FOR NONPROFIT MANAGEMENT

2211 CAMPUS DRIVE
EVANSTON,IL60208 		  PC GENERAL OPERATING SUPPORT 5,000

CHEEKWOOD BOTANICAL GARDEN &

1200 FORREST PARK DRIVE
NASHVILLE,TN37205 		  PC GENERAL OPERATING SUPPORT 66,000

CHEYENNE MOUNTAIN ZOO

4250 CHEYENNE MOUNTAIN ZOO RD
COLORADO SPRINGS,CO80906 		  PC GENERAL OPERATING SUPPORT 10,000

CHI OMEGA FOUNDATION

3395 PLAYERS CLUB PKWY
MEMPHIS,TN38125 		  PC GENERAL OPERATING SUPPORT 2,000

CHIMP HAVEN INC

13600 CHIMPANZEE PL
KEITHVILLE,LA71047 		  PC GENERAL OPERATING SUPPORT 20,000

CLINIC FOR THE REHABILITATION OF WILDLIFE

3883 SANIBEL CAPTIVA RD SANIBEL
SANIBEL,FL33957 		  PC GENERAL OPERATING SUPPORT 50,000

COMMUNIO

5500 CHEROKEE AVE SUITE 480
ALEXANDRIA,VA22312 		  PC GENERAL OPERATING SUPPORT 75,000

COMMUNITY FOUNDATION OF SOUTH CENTRAL KY

810 COLLEGE STREET
BOWLING GREEN,KY42101 		  PC GENERAL OPERATING SUPPORT 40,000

CROSSROADS CAMPUS

707 MONROE ST
NASHVILLE,TN37208 		  PC GENERAL OPERATING SUPPORT 25,000

DOANE COLLEGE

1014 BOSWELL AVE
CRETE,NE68333 		  PC GENERAL OPERATING SUPPORT 3,000

DUCKS UNLIMITED

ONE WATERFOWL WAY
MEMPHIS,TN38120 		  PC GENERAL OPERATING SUPPORT 150,000

FIRE

510 WALNUT STREET SUITE 1250
PHILADELPHIA,PA19106 		  PC GENERAL OPERATING SUPPORT 20,000

FIRST BAPTIST CHURCH OF VIBORG SD

105 NORTH STATE STREET
VIBORG,SD57070 		  PC GENERAL OPERATING SUPPORT 1,000

FIRST LIBERTY INSTITUTE

2001 WEST PLANO PARKWAY SUITE 1600
PLANO,TX75075 		  PC GENERAL OPERATING SUPPORT 50,000

FIRST PRES CHURCH SPIRIT LAKE

3501 HILL AVE
SPIRIT LAKE,IA51360 		  PC GENERAL OPERATING SUPPORT 5,000

FIRST PRESBYTERIAN CHURCH OF NASHVILLE

4815 FRANKLIN PIKE
NASHVILLE,TN37220 		  PC GENERAL OPERATING SUPPORT 4,000

FRIENDS OF LAKESIDE LABS

1838 HIGHWAY 86
MILFORD,IA51351 		  PC GENERAL OPERATING SUPPORT 62,500

FRIENDS OF RADNOR LAKE

1160 OTTER CREEK RD
NASHVILLE,TN37220 		  PC GENERAL OPERATING SUPPORT 100,000

FRIENDS OF WARNER PARKS

WARNER PARKS HEADQUARTERS 50 VAUGHN
ROAD
NASHVILLE,TN37221 		  PC GENERAL OPERATING SUPPORT 17,000

GOODWILL INDUSTRIES

937 HERMAN STREET
NASHVILLE,TN37208 		  PC GENERAL OPERATING SUPPORT 5,000

GRACEWORKS MINISTRIES

104 SOUTHEAST PARKWAY SUITE 100
FRANKLIN,TN37064 		  PC GENERAL OPERATING SUPPORT 1,250

HARMONY WILDLIFE

PO BOX 58586
NASHVILLE,TN37205 		  PC GENERAL OPERATING SUPPORT 12,500

HARPETH COSERVANCY

215 JAMESTOWN PARK ROAD SUITE 101
BRENTWOOD,TN37027 		  PC GENERAL OPERATING SUPPORT 15,000

HILLSDALE COLLEGE

33 E COLLEGE ST
HILLSDALE,MI49242 		  PC GENERAL OPERATING SUPPORT 30,000

HISTORIC ARNOLD'S PARK INC

2310 PATRON PARKWAY PO BOX 296
PIERRE,SD57501 		  PC GENERAL OPERATING SUPPORT 5,000

HOLY FAMILY CATHOLIC CHURCH

1335 W HARRISON ST
CHICAGO,IL60607 		  PC GENERAL OPERATING SUPPORT 1,250

HONOR FLIGHT

PO BOX 1926
TULLAHOMA,TN373881926 		  PC GENERAL OPERATING SUPPORT 5,000

HUMANE SOCIETY OF NW IOWA

6100 MELTON RD
GARY,IN464032923 		  PC GENERAL OPERATING SUPPORT 15,000

HUMANE SOCIETY OF SUMNER CO

16 VOLUNTEER DR
HENDERSONVILLE,TN370753155 		  PC GENERAL OPERATING SUPPORT 2,500

I LIKE GIVING

731 CHAPEL HILLS DR
COLORADO SPRINGS,CO80920 		  PC GENERAL OPERATING SUPPORT 5,000

INTERCOLLEGIATE STUDIES PROGRAM

3901 CENTERVILLE ROAD
WILMINGTON,DE19807 		  PC GENERAL OPERATING SUPPORT 30,000

IOWA GREAT LAKES CHAMBER OF COMMERCE

243 W BROADWAY ST
ARNOLDS PARK,IA51331 		  PC GENERAL OPERATING SUPPORT 2,000

IOWA GREAT LAKES FOUNDATION

1915 GRAND AVE
DES MOINES,IA50309 		  PC GENERAL OPERATING SUPPORT 25,000

IOWA NATURAL HERITAGE FOUNDATION

505 FIFTH AVE SUITE 444
DES MOINES,IA503092321 		  PC GENERAL OPERATING SUPPORT 25,000

JENNIFER O'NEILL MINISTRIES

20 HILLENGLADE DRIVE
NASHVILLE,TN37207 		  PC GENERAL OPERATING SUPPORT 25,000

JESUS MISSION DBA PROVISION INTERNATION

PO BOX 81694
BILLINGS,MT59108 		  PC GENERAL OPERATING SUPPORT 2,500

JOY CHURCH

70 WEST IVY LANE
ENGLEWOOD,NJ07631 		  PC GENERAL OPERATING SUPPORT 2,500

JUNIOR LEAGUE OF NASHVILLE

2202 CRESTMOOR ROAD
NASHVILLE,TN37215 		  PC GENERAL OPERATING SUPPORT 2,000

LEADERSHIP INSTITUTE

1101 N HIGHLAND ST
ARLINGTON,VA22201 		  PC GENERAL OPERATING SUPPORT 30,000

MARTHA O'BRYAN CENTER

711 S 7TH ST
NASHVILLE,TN37206 		  PC GENERAL OPERATING SUPPORT 25,000

MEN OF VALOR

504 VALOR WAY
ANTIOCH,TN37013 		  PC GENERAL OPERATING SUPPORT 27,000

NASHVILLE HUMANE ASSOCIATION

213 OCEOLA AVENUE
NASHVILLE,TN37209 		  PC GENERAL OPERATING SUPPORT 2,500

NASHVILLE RESCUE MISSION

639 LAFAYETTE STREET
NASHVILLE,TN37203 		  PC GENERAL OPERATING SUPPORT 101,748

NASHVILLE RESCUE MISSION

639 LAFAYETTE STREET
NASHVILLE,TN37203 		  PC GENERAL OPERATING SUPPORT 100,000

NEXT DOOR

965 TUCKER ROAD
HOOD RIVER,OR97031 		  PC GENERAL OPERATING SUPPORT 20,000

OKOBOJI FOUNDATION

POST OFFICE BOX 593
OKOBOJI,IA51355 		  PC GENERAL OPERATING SUPPORT 5,000

OLD FRIENDS SENIOR DOG INC

765 NONAVILLE ROAD
MOUNT JULIET,TN37122 		  PC GENERAL OPERATING SUPPORT 5,000

OPERATION STAND DOWN

1125 12TH AVENUE
SOUTH NASHVILLE,TN372034709 		  PC GENERAL OPERATING SUPPORT 101,748

OPERATION STAND DOWN

1125 12TH AVENUE
SOUTH NASHVILLE,TN372034709 		  PC GENERAL OPERATING SUPPORT 100,000

OWL'S HILL NATURE SANCTUARY

545 BEECH CREEK RD S
BRENTWOOD,TN37027 		  PC GENERAL OPERATING SUPPORT 18,000

PEARSON LAKES ART CENTER

2201 HWY 71
OKOBOJI,IA51355 		  PC GENERAL OPERATING SUPPORT 125,000

PET COMMUNITY CENTER

943-B DR RICHARD G ADAMS DRIVE
NASHVILLE,TN37207 		  PC GENERAL OPERATING SUPPORT 30,000

PGA OF AMERICA REACH FOUNDATION

1916 PGA PARKWAY
FRISCO,TX75033 		  PC GENERAL OPERATING SUPPORT 5,000

PRAGER UNIVERSITY FOUNDATION

3389 SHERIDAN STREET 293
HOLLYWOOD,FL33021 		  PC GENERAL OPERATING SUPPORT 50,000

PRAGER UNIVERSITY FOUNDATION

3389 SHERIDAN STREET 293
HOLLYWOOD,FL33021 		  PC GENERAL OPERATING SUPPORT 1,000

PRESTON TAYLOR MINISTRIES

PO BOX 90442
NASHVILLE,TN37209 		  PC GENERAL OPERATING SUPPORT 15,000

PRESTON TAYLOR MINISTRIES

PO BOX 90442
NASHVILLE,TN37209 		  PC GENERAL OPERATING SUPPORT 6,000

PTO OF GLENDALE ELEMENTARY

800 THOMPSON AVE
NASHVILLE,TN37204 		  PC GENERAL OPERATING SUPPORT 2,500

REBOOT RECOVERY

PO BOX 381
PLEASANT VIEW,TN37146 		  PC GENERAL OPERATING SUPPORT 50,000

SADDLE UP

1549 OLD HILLSBORO ROAD
FRANKLIN,TN37069 		  PC GENERAL OPERATING SUPPORT 26,000

SAMARITAN'S PURSE

PO BOX 3000
BOONE,NC28607 		  PC GENERAL OPERATING SUPPORT 75,000

SECOND HARVEST FOOD BANK

136 HARVEST LANE
MARYVILLE,TN37801 		  PC GENERAL OPERATING SUPPORT 80,000

SHAKESPEARE GARDEN SOCIETY

324 3RD ST SE
CEDAR RAPIDS,IA52401 		  PC GENERAL OPERATING SUPPORT 1,000

ST HENRY CHURCH

6401 HARDING PIKE
NASHVILLE,TN37205 		  PC GENERAL OPERATING SUPPORT 2,500

STEPHENS COLLEGE

1200 E BROADWAY BOX 2035
COLUMBIA,MO65215 		  PC GENERAL OPERATING SUPPORT 35,000

SUN LAKES UNITED METHODIST CHURCH

9248 E RIGGS RD
SUN LAKES,AZ85248 		  PC GENERAL OPERATING SUPPORT 3,000

TEAM RUBICON

5230 PACIFIC CONCOURSE DRIVE SUITE
200
LOS ANGELES,CA90045 		  PC GENERAL OPERATING SUPPORT 25,000

TENNESSEE WILDLIFE FEDERATION

300 ORLANDO AVE
NASHVILLE,TN37209 		  PC GENERAL OPERATING SUPPORT 25,000

THE CLAREMONT INSTITUTE

PO BOX 39
CLAREMONT,CA91711 		  PC GENERAL OPERATING SUPPORT 25,000

THE COMMUNITY FOUNDATION OF MIDDLE TN

3421 BELMONT BLVD
NASHVILLE,TN37215 		  PC GENERAL OPERATING SUPPORT 5,000

THE HERITAGE FOUNDATION

214 MASSACHUSETTS AVENUE NE
WASHINGTON,DC20002 		  PC GENERAL OPERATING SUPPORT 125,000

THE HUDSON INSTITUTE

1201 PENNSYLVANIA AVENUE NW FOURTH
FLOOR
WASHINGTON,DC20004 		  PC GENERAL OPERATING SUPPORT 10,000

THE NASHVILLE FOOD PROJECT

5904 CALIFORNIA AVENUE
NASHVILLE,TN37209 		  PC GENERAL OPERATING SUPPORT 26,000

THE PHILANTHROPY ROUNDTABLE

1120 20TH STREET NW SUITE 400N
WASHINGTON,DC20036 		  PC GENERAL OPERATING SUPPORT 25,000

THE SALVATION ARMY OF NASHVILLE

631 DICKERSON PIKE
NASHVILLE,TN37207 		  PC GENERAL OPERATING SUPPORT 10,000

THE SANIBEL CAPTIVA CONSERVATION FDN

PO BOX 839
SANIBEL,FL33957 		  PC GENERAL OPERATING SUPPORT 31,400

THEOPOLIS INSTITUTE

PO BOX 36476
BIRIMINGHAM,AL35236 		  PC GENERAL OPERATING SUPPORT 1,500

TUNNEL TO TOWERS FOUNDATION

2361 HYLAN BOULEVARD
STATEN ISLAND,NY10306 		  PC GENERAL OPERATING SUPPORT 5,000

US CHAMBER OF COMMERCE FOUNDATION

PO BOX 825448
PHILADELPHIA,PA191825448 		  PC GENERAL OPERATING SUPPORT 22,500

USO

USO FORT CAMPBELL/NASHVILLE PO BOX
1121
FORT CAMPBELL,KY42223 		  PC GENERAL OPERATING SUPPORT 5,000

WALDEN'S PUDDLE

PO BOX 641 8131 JACKMAN ROAD
JOELTON,TN37080 		  PC GENERAL OPERATING SUPPORT 5,000

WO SMITH SCHOOL OF MUSIC

1125 8TH AVENUE SOUTH
NASHVILLE,TN37203 		  PC GENERAL OPERATING SUPPORT 1,000

WORKING DOGS FOR VETS

3138 BUFFALO ROAD
LAWRENCEBURG,TN38464 		  PC GENERAL OPERATING SUPPORT 5,000

WREATHS ACROSS AMERICA

91 APPLETON RD
FIVE POINTS,TN38457 		  PC GENERAL OPERATING SUPPORT 17,000

YOUNG AMERICA'S FOUNDATION

11480 COMMERCE PARK DRIVE SIXTH
FLOOR
RESTON,VA20191 		  PC GENERAL OPERATING SUPPORT 40,000
Total .................................right arrow 3a 3,051,965
bApproved for future payment

BELMONT UNIVERSITY
1900 BELMONT BOULEVARD
NASHVILLE,TN372123757 		  PC GENERAL OPERATING SUPPORT 1,200,000

CENTER FOR GREAT APES
PO BOX 488 WAUCHULA
WAUCHULA,FL33873 		  PC GENERAL OPERATING SUPPORT 70,000

COMMUNIO
5500 CHEROKEE AVE SUITE 480
ALEXANDRIA,VA22312 		  PC GENERAL OPERATING SUPPORT 100,000

CROSSROADS CAMPUS (T)
707 MONROE ST
NASHVILLE,TN37208 		  PC GENERAL OPERATING SUPPORT 25,000

FIRST LIBERTY INSTITUTE
2001 WEST PLANO PARKWAY SUITE 1600
PLANO,TX75075 		  PC GENERAL OPERATING SUPPORT 100,000

JACK MILLER CENTER
3 BALA PLAZA WEST SUITE 401
BALA CYNWYD,PA19004 		  PC GENERAL OPERATING SUPPORT 450,000

LAND TRUST FOR TN
PO BOX 41027
NASHVILLE,TN37204 		  PC GENERAL OPERATING SUPPORT 150,000

TENN WILDLIFE FED
300 ORLANDO AVE
NASHVILLE,TN37209 		  PC GENERAL OPERATING SUPPORT 600,000
Total ................................. right arrow 3b 2,695,000
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 ........... 		         
4 Dividends and interest from securities ....     14 1,923,945  
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 ..... 901101 80,600 14 161,174  
8 Gain or (loss) from sales of assets other than
inventory ............ 		901101 2,130 18 351,218  
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) .. 82,730 2,436,337 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
2,519,067
(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.
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with the preparer shown below?
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 Phone no.
Form 990-PF (2024)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2024 AccountingFeesSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ACCOUNTING FEES 74,546 7,455   67,092

TY 2024 InvestmentsOtherSchedule2
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
PEG GLOBAL PRIVATE EQUITY FMV 1,082,304 1,082,304
JP MORGAN-MANAGED FUND FMV 57,551,937 57,551,937
CLAYTON, DUBILIER & RICE FUND X FMV 961,855 961,855
GREEN EQUITY INVESTORS VII, LP FMV 674,868 674,868
MHR INSTITUTIONAL PARTNERS III FMV 212,345 212,345
MHR INSTITUTIONAL PARNERS II FMV 304,812 304,812
NEW MEXICO COMMUNITY CAPITAL FUND FMV 16,499 16,499
TCW ENERGY FUND XIV FMV 67,287 67,287
YORKTOWN ENERGY PARTNERS VIII FMV 73,653 73,653
YORKTOWN ENERGY PARTNERS X FMV 306,728 306,728
YORKTOWN ENERGY PARTNERS XI FMV 775,845 775,845
MGP VENTURE FUND III, LP FMV 389,012 389,012
VINTAGE 2021 PRIVATE INVESTMENT FMV 1,802,103 1,802,103
VINTAGE 2022 PRIVATE INVESTMENT FMV 1,028,260 1,028,260
VINTAGE 2023 PRIVATE INVESTMENT FMV 313,630 313,630
LEXINGTON X PRIVATE INVESTORS FMV 1,076,988 1,076,988
VINTAGE 2024 PRIVATE INVESTMENT FMV 160,255 160,255

TY 2024 LegalFeesSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
LEGAL FEES 1,424 142   1,281


TY 2024 OtherAssetsSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
RECEIVABLES 1,610 0 0


TY 2024 OtherExpensesSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ADMINISTRATIVE EXPENSES 12,276 0   12,276
BANK CHARGES 154 0   154
COMPUTER EXPENSE 10,257 0   10,257
DUES, FEES, & SUBSCRIPTIONS 3,750 0   3,750
MEALS & ENTERTAINMENT 1,341 0   1,341
INSURANCE EXPENSE 1,625 0   1,625
OFFICE EXPENSE 9,467 0   9,467
OTHER PORTFOLIO EXP FROM U.S. PSHIP 51,260 51,260   0
OTHER EXPENSE FROM U.S. PSHIP 40,859 -30,579   0


TY 2024 OtherIncomeSchedule2
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
ORD PSHIP INCOME (LOSS) FROM U.S. PSHIP 78,463 -2,137 78,463
INTEREST INCOME FROM U.S. PSHIP 15,291 15,291 15,291
DIVIDEND INCOME FROM U.S. PSHIP 75,390 75,390 75,390
ROYALTIES INCOME FROM U.S. PSHIP 1,341 1,341 1,341
OTHER PORTFOLIO INC FROM U.S. PSHIP 93 93 93
OTHER INCOME FROM U.S. PSHIP 27 27 27


TY 2024 OtherIncreasesSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Description Amount
ADJUSTMENT TO FUND BALANCES 6,071,265


TY 2024 OtherProfessionalFeesSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEES TO JPM 101,528 101,528   0
OTHER INVESTMENT MANAGEMENT FEES 103,611 103,611   0
OTHER PROFESSIONAL FEES 45 45   0


TY 2024 TaxesSchedule
Name:
ANDREA WAITT CARLTON FAMILY FOUNDATION
EIN:
86-0910220
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
PAYROLL TAXES 15,665 15,665   0
FEDERAL TAXES 16,000 0   0
FOREIGN TAXES 36,450 36,450   0
PARTNERSHIP PASSTHROUGH PAID 361 361   0