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
BEDFORD FALLS FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)1350 BEVERLY ROAD SUITE 115-122
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MCLEAN, VA22101
A Employer identification number

52-6834462
B Telephone number (see instructions)

(202) 729-5285
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$236,439,458J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 92,163,434
2 Check right arrow.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 4,778,376 4,778,376  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 8,285,937
b Gross sales price for all assets on line 6a 75,190,120
7 Capital gain net income (from Part IV, line 2)... 8,285,937
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
160 160 0
12 Total. Add lines 1 through 11........ 105,227,907 13,064,473 0
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0 0 0
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
70,630 0 0 70,630
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
28,030 14,015 0 14,015
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
484,623 202,568 0 282,055
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
340,369 23,685 0 0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 6,264 0 0 6,264
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
71,091 3,815 0 67,276
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,001,007 244,083 0 440,240
25 Contributions, gifts, grants paid....... 7,950,173 7,950,173
26 Total expenses and disbursements. Add lines 24 and 25 8,951,180 244,083 0 8,390,413
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 96,276,727
b Net investment income (if negative, enter -0-) 12,820,390
c Adjusted net income (if negative, enter -0-)... 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.............      
2 Savings and temporary cash investments......... 20,933,600 19,034,081 19,034,081
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) 39,645,049 Click to see attachment
List of Attached Documents:
// Content
28,935,338 		28,966,734
b Investments—corporate stock (attach schedule)....... 33,796,472 Click to see attachment
List of Attached Documents:
// Content
96,845,559 		155,355,235
c Investments—corporate bonds (attach schedule)....... 0 Click to see attachment
List of Attached Documents:
// Content
5,975,243 		6,001,415
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).......... 707,159 Click to see attachment
List of Attached Documents:
// Content
25,715,490 		27,081,993
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 95,082,280 176,505,711 236,439,458
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe right arrow)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 95,082,280 176,505,711
29 Total net assets or fund balances (see instructions)..... 95,082,280 176,505,711
30 Total liabilities and net assets/fund balances (see instructions). 95,082,280 176,505,711
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
95,082,280
2
Enter amount from Part I, line 27a .....................
2
96,276,727
3
Other increases not included in line 2 (itemize) right arrow
3
0
4
Add lines 1, 2, and 3 ..........................
4
191,359,007
5
Decreases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
5
14,853,296
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
176,505,711
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 PUBLICLY TRADED SECURITIES - ST      
b PUBLICLY TRADED SECURITIES - LT      
c
d
e
(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 39,868,438   37,263,540 2,604,898
b 35,321,682   29,640,643 5,681,039
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       2,604,898
b       5,681,039
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 8,285,937
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) 1 178,203
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........................... 3 178,203
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- ..... 5 178,203
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 203,000
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 203,000
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 24,797
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow24,797 Refundedright arrow 11 0
Form 990-PF (2024)
Form 990-PF (2024)
Page 4
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. right arrow$ 0(2) On foundation managers.right arrow$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
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 arrowVA
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 arrowBEDFORDFALLSFOUNDATION.ORG
14
The books are in care ofright arrowTHE FOUNDATION Telephone no.right arrow (202) 729-5285

Located atright arrow1350 BEVERLY ROAD SUITE 115-122MCLEANVA ZIP+4right arrow22101
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
WILLIAM E CONWAY JR TRUSTEE
1.00 		0 0 0
1350 BEVERLY ROAD SUITE 115-122
MCLEAN,VA22101
ELIZABETH MINNIGH EXECUTIVE DIRECTOR
20.00 		0 0 0
1350 BEVERLY ROAD SUITE 115-122
MCLEAN,VA22101
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
FORTUNES ROCKS PARTNERS LLC CHARITABLE ADMINISTRATTION PERSONAL SERVICES 242,055
1350 BEVERLY ROAD SUITE 115-122
MCLEAN,VA22101
BROWN ADVISORY INVESTMENT MANAGEMENT FEES 202,568
901 SOUTH BOND STREET SUITE 400
BALTIMORE,MD21231
BUCHANAN INGERSOLL & ROONEY PC LEGAL AND CHARITABLE ADMINISTRATIVE SERVICES 70,630
501 GRANT STREET SUITE 200
PITTSBURGH,PA15219
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 N/A 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 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
160,348,029
b
Average of monthly cash balances.......................
1b
21,008,993
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
181,357,022
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
181,357,022
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
2,720,355
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
178,636,667
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
8,931,833
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
8,931,833
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
178,203
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
178,203
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
8,753,630
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
8,753,630
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
8,753,630
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
8,390,413
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
8,390,413
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 8,753,630
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......  
b From 2020......  
c From 2021......  
d From 2022......  
e From 2023...... 1,905,221
f Total of lines 3a through e ........ 1,905,221
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 8,390,413
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..... 8,390,413
e Remaining amount distributed out of corpus 0
5 Excess distributions carryover applied to 2024. 363,217 363,217
(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 1,542,004
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) ... 		0
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		1,542,004
10 Analysis of line 9:
a Excess from 2020....  
b Excess from 2021....  
c Excess from 2022....  
d Excess from 2023.... 1,542,004
e Excess from 2024....  
Form 990-PF (2024)
Form 990-PF (2024)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-A, question 9)
1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2024, enter the date of the ruling ...... right arrow
 
b Check box to indicate whether the organization is a private operating foundation described in section or
2a Enter the lesser of the adjusted net
income from Part I or the minimum
investment return from Part IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2024 (b) 2023 (c) 2022 (d) 2021
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
line 4 for each year listed ..... 		         
d Amounts included in line 2c not used directly
for active conduct of exempt activities .......... 		         
e Qualifying distributions made directly
for active conduct of exempt activities.
Subtract line 2d from line 2c .... 		         
3 Complete 3a, b, or c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......          
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)		          
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed .. 		         
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) .... 		         
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii).... 		         
(3) Largest amount of support
from an exempt organization		          
(4) Gross investment income          
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
WILLIAM E CONWAY JR
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here right arrow if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions
aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
bThe form in which applications should be submitted and information and materials they should include:
cAny submission deadlines:
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
Form 990-PF (2024)
Form 990-PF (2024)
Page 11
Part XIV
Supplementary Information (continued)
3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient If recipient is an individual,
show any relationship to
any foundation manager
or substantial contributor
 Foundation
status of
recipient 		Purpose of grant or
contribution 		Amount
Name and address (home or business)
aPaid during the year

ARCHDIOCESE OF WASHINGTON

5001 EASTERN AVENUE
HYATTSVILLE,MD20782 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 100,000

BOSTON COLLEGE

140 COMMONWEALTH AVENUE
CHESTNUT HILL,MA02467 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 280,468

CHILDREN'S NATIONAL MEDICAL CENTER

111 MICHIGAN AVENUE NW
WASHINGTON,DC20910 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 207,115

DUQUESNE UNIVERSITY

600 FORBES AVENUE
PITTSBURGH,PA15282 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 154,740

EMORY UNIVERSITY

1762 CLIFTON ROAD SUITE 1400
ATLANTA,GA30322 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 250,000

GEORGETOWN UNIVERSITY

3700 RESERVOIR ROAD
WASHINGTON,DC20057 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 250,000

GREATER WASHINGTON EDUCATIONAL (WETA)

3939 CAMPBELL AVENUE
ARLINGTON,VA22206 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 400,000

HOWARD UNIVERSITY

2244 10TH STREET ROOM 302
WASHINGTON,DC20059 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 950,000

MEDICAL COLLEGE OF VIRGINIA (VCU)

907 FLOYD AVENUE
RICHMOND,VA23284 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 1,000,000

NATIONAL CENTER FOR FAMILY PHILANTHROPY

1667 K STREET NW 550
WASHINGTON,DC20006 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 10,000

RIVIER UNIVERSITY

420 SOUTH MAIN STREET
NASHUA,NH03060 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 400,000

RUSH UNIVERSITY

1201 WEST HARRISON STREET
CHICAGO,IL60607 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 180,067

TRINITY WASHINGTON UNIVERSITY

125 MICHIGAN AVENUE NE
WASHINGTON,DC20017 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 2,100,000

UNIVERSITY OF ILLINOIS

303 SAINT MARYS ROAD
CHAMPAIGN,IL61820 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 493,500

UNIVERSITY OF NORTH CAROLINA CHAPEL HILL

250 EAST FRANKLIN STREET
CHAPEL HILL,NC27514 		  PC TO FURTHER THE EXEMPT PURPOSE OF THE ORGANIZATION 500,000

WEST VIRGINIA UNIVERSITY FOUNDATION

ONE WATERFRONT PLACE 7TH FLOOR
MORGANTOWN,WV26507 		  PC TO FURTHER TH EXEMPT PURPOSE OF THE ORGANIZATION 674,283
Total .................................right arrow 3a 7,950,173
bApproved for future payment
Total ................................. right arrow 3b 0
Form 990-PF (2024)
Form 990-PF (2024)
Page 12
Part XV-A
Analysis of Income-Producing Activities
Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
Related or exempt
function income
(See instructions.)
1Program service revenue: (a)
Business code 		(b)
Amount 		(c)
Exclusion code 		(d)
Amount
a
b
c
d
e
f
gFees and contracts from government agencies          
2 Membership dues and assessments ....          
3 Interest on savings and temporary cash
investments ........... 		         
4 Dividends and interest from securities ....     14 4,778,376  
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 8,285,937  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
aCLASS ACTION PAYMENT 		    01 160  
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 13,064,473 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
13,064,473
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow 		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2024)
Form 990-PF (2024)
Page 13
Part XVI
Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
1
Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
Yes
No
a
Transfers from the reporting foundation to a noncharitable exempt organization of:
(1) Cash...................................
1a(1)
 
No
(2) Other assets.................................
1a(2)
 
No
b
Other transactions:
(1) Sales of assets to a noncharitable exempt organization....................
1b(1)
 
No
(2) Purchases of assets from a noncharitable exempt organization..................
1b(2)
 
No
(3) Rental of facilities, equipment, or other assets.......................
1b(3)
 
No
(4) Reimbursement arrangements...........................
1b(4)
 
No
(5) Loans or loan guarantees.............................
1b(5)
 
No
(6) Performance of services or membership or fundraising solicitations................
1b(6)
 
No
c
Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
1c
 
No
d
If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
(a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
2a
Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
b
If "Yes," complete the following schedule.

(a) Name of organization (b) Type of organization (c) Description of relationship
Sign Here
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name Right Arrow
 Firm's EIN Right Arrow
Firm's address Right Arrow


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


Software ID:  
Software Version:  


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

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

52-6834462
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ
501(c)( ) (enter number) organization

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

527 political organization


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

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

501(c)(3) taxable private foundation
Check if your organization is covered by the General Rule or a Special Rule.  
Note:  Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.
Special Rules
For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 331/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.
For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.
For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Right Arrow $  
Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025) Page 2
Name of organization
BEDFORD FALLS FOUNDATION
  		Employer identification number
52-6834462
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
1
WILLIAM E CONWAY JR
 
1001 PENNSYLVANIA AVE NW SUITE 220S
 
WASHINGTON, DC20004

$ 79,613,948


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
2
STUPAR HOLDINGS CORP
 
1001 PENNSYLVANIA AVE NW SUITE 220S
 
WASHINGTON, DC20004

$ 12,549,486


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

$  


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

$  


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

$  


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

$  


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

52-6834462
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
1
 PUBLICLY TRADED SECURITIES $ 67,322,407 2024-05-09
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
1
 PUBLICLY TRADED SECURITIES $ 10,956,246 2024-12-09
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
2
 PUBLICLY TRADED SECURITIES $ 12,549,486 2024-12-09
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
Schedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025)
Page 4
Name of organization
BEDFORD FALLS FOUNDATION
  		Employer identification number

52-6834462
Part III
Exclusively religious, charitable, etc., contributions to organizations described in section 501(c) (7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $  
Use duplicate copies of Part III if additional space is needed.
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
Schedule B (Form 990) (Rev. 1-2025)
Additional Data


Software ID:  
Software Version:  

TY 2024 AccountingFeesSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ACCOUNTING FEES 28,030 14,015 0 14,015

TY 2024 InvestmentsCorpBondsSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Name of Bond End of Year Book Value End of Year Fair Market Value
WELLS FARGO & CO 3.000% 02/19/25 978,230 997,675
GOLDMAN SACHS GROUP INC 4.250% 10/21/25 996,300 995,595
MORGAN STANLEY 5.000% 11/24/25 1,005,066 1,002,445
BANK OF AMERICA CORP FXD TO 022025 VAR THRAFTR 2.015% 989,600 996,670
FORD MOTOR CREDIT CO LLC 6.950% 03/06/2026 1,017,897 1,017,960
MORGAN STANLEY FXD TO 042025 VAR THRAFTR 2.188% 988,150 991,070

TY 2024 InvestmentsCorpStockSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Name of Stock End of Year Book Value End of Year Fair Market Value
AMERICAN INTL GP INC NEW 239,140 327,600
APPLE INC 903,413 3,756,300
CISCO SYS INC 1,033,393 1,367,520
CITIGROUP INC NEW 668,164 887,125
COCA COLA CO 355,670 435,820
ELI LILLY & CO 91,454 849,200
ENTERPRISE BANCORP 205,684 223,796
HESS CORP 700,151 1,995,150
HOME DEPOT INC 792,680 2,722,930
HONEYWELL INT'L INC 278,681 451,780
INTEL CORP 1,169,301 401,000
INT'L BUSINESS MACHINES CORP 768,947 1,187,082
JP MORGAN CHASE & CO 137,186 335,594
KALA PHARMACEUTICALS INC 170,383 1,478
KRAFT HEINZ CO 87,403 33,689
MCDONALDS CORP 355,904 463,824
MICROSOFT CORP 2,606,450 6,322,500
PFIZER INC 789,750 596,925
PROCTER & GAMBLE CO 330,814 670,600
WALT DISNEY CO HLDG CO 144,872 155,890
WELLS FARGO & CO NEW 111,270 140,480
MORGAN STANLEY SH PFD 125,000 128,600
ADOBE INC 588,244 765,739
AGILENT TECHNOLOGIES INC 488,665 690,911
ALIGN TECHNOLOGY INC 480,984 499,590
ALPHABET INC CL A 340,341 1,632,523
ALPHABET INC CL C 443,639 2,183,585
AMAZON COM INC 1,484,690 2,639,700
AMERICAN INTERNATIONAL GROUP 851,444 894,130
ANALOG DEVICES INC 326,034 764,856
APPLE INC COM 187,824 1,982,575
AUTODESK INC 748,018 1,006,120
BAKER HUGHES COMPANY 524,645 755,670
BANK OF AMERICA CORP 306,661 648,306
BERKSHIRE HATHAWAY INC CL B 779,654 2,221,072
BLACKSTONE GROUP INC CLASS A 90,516 434,326
BOOKING HOLDINGS INC 328,949 1,455,747
BRIGHT HORIZONS FAMILY SOLUTIONS 527,147 496,941
CARMAX INC 348,277 601,508
CARRIER GLOBAL CORPORATION COM 330,929 792,157
DANAHER CORP 577,267 572,957
EDWARDS LIFESCIENCES CORP 676,040 1,252,440
ELEVANCE HEALTH INC 586,019 880,564
FIRST CTZNS BANCSHARES INC CL A 426,376 1,326,977
FISERVE INC 815,368 1,455,195
GE AEROSPACE 348,673 657,987
ILLUMINA INC 573,450 545,077
INTUIT INC 476,829 1,153,926
KKR CO INC 675,682 2,878,181
KLA CORP COM NEW 488,879 492,754
LOWES CO INC 119,616 610,830
MASTERCARD INC 769,373 2,706,043
META PLATFORMS INC 675,519 2,843,237
MICROSOFT CORP COM 828,597 3,800,666
PROGRESSIVE CORP 461,489 945,261
T MOBILE US INC 513,162 880,933
TJX COMPANIES INC 381,509 914,169
UBER TECHNOLOGIES INC 468,850 614,299
UNITED RENTALS INC COM 129,612 1,235,588
UNITEDHEALTH GROUP INC COM 1,208,871 2,061,885
VISA INC COM CL A 795,551 2,742,279
WORKDAY INC 542,397 551,152
AMER SPORTS INC COM 620,269 1,222,747
CANADIAN NATL RAILWAY CO 496,482 541,759
FERGUSON PLC NEW COMMON STOCK NEW 707,234 765,097
NOMAD FOODS LTD 642,297 556,341
SUNCOR ENERGY INC 602,777 997,863
TAIWAN SEMICONDUCTOR A D R 731,024 2,156,393
ALPHABET INC CL C 235,500 257,284
AMERICAN INTERNATIONAL GROUP 667,976 637,946
AMERIPRISE FINL INC 160,853 198,596
APPLIED MATERIALS INC 215,424 167,346
ASSURANT INC 190,942 237,527
BANK OF AMERICA CORP 582,761 600,709
BEST BUY CO INC 219,769 213,127
CARDINAL HEALTH INC 619,544 748,294
CBRE GROUP INC 351,179 450,456
CHAMPIONX CORPORATION COM 418,729 330,929
CISCO SYSTEMS INC 183,192 231,176
CITIGROUP INC 370,665 406,291
COMCAST CORP CLASS A 618,855 607,423
CONSTELLATION ENERGY CORP 535,311 674,262
DELL TECHNOLOGIES INC CL C 358,019 350,445
ELEVANCE HEALTH INC 486,279 367,424
EXPEDIA INC 201,059 290,488
FIDELITY NATIONAL INFO SERV 656,929 704,395
GILEAD SCIENCES INC 208,483 264,178
KENVUE INC COM 224,117 263,929
KKR CO INC A 401,666 502,746
LABCORP HOLDINGS INC COM SHS 325,473 354,299
MASCO CORP 240,953 244,851
MERCK CO INC 311,889 247,009
NEXSTAR MEDIA GROUP INC 214,010 190,512
SYNNEX CORP 370,903 367,556
T MOBILE US INC 546,772 686,470
WYNDAM HOTELS RESORTS INC 305,456 430,676
CRH PLC 804,484 921,684
FERGUSON PLC NEW COMMON STOCK 795,258 649,846
FLEX LTD 248,470 301,553
MEDTRONIC PLC SHS 212,839 212,241
NXP SEMICONDUCTORS N V COM 334,824 267,087
PENTAIR PLC SHS 320,307 372,167
SANOFI A D R 562,076 491,898
SCHLUMBERGER LTD 510,184 404,142
TRANE TECHNOLOGIES PLC 507,117 556,610
UNILEVER PLC SPONSORED A D R 617,760 615,989
WASTE CONNECTIONS INC 278,642 265,263
WEATHERFORD INTL PLC 488,441 323,839
WILLIS TOWERS WATSON PLC LTD SHS 551,791 629,612
ALIGN TECHNOLOGY INC 856,710 876,159
ALPHABET INC CL C 949,099 2,411,732
APPLE INC COM 1,208,759 2,304,615
BAKER HUGHES COMPANY 2,306,806 3,280,369
COSTAR GROUP INC 2,697,706 2,271,264
DEXCOM INC 2,339,686 1,825,029
FORTIVE CORP WI 1,427,415 2,074,275
INTUIT INC 1,701,684 2,911,841
INTUITIVE SURGICAL INC 823,785 2,303,409
JOHNSON JOHNSON 1,495,559 1,261,520
JPMORGAN CHASE CO 1,362,142 2,682,595
KKR CO INC A 1,370,399 2,057,724
MASTERCARD INC 830,123 1,611,831
MICROSOFT CORP COM 2,185,245 3,844,080
NVIDIA CORP 854,456 2,523,309
SHERWIN WILLIAMS CO 1,387,956 1,873,354
STARBUCKS CORP COM 4,175,796 3,945,468
TARGET CORP COM 2,274,720 2,091,099
UBER TECHNOLOGIES INC 1,712,786 2,209,280
UNITEDHEALTH GROUP INC COM 1,922,414 2,634,519
ZOETIS INC CL A 4,182,669 4,062,008
RENTOKIL INITIAL PLC SP A D R 3,649,512 3,411,566
TAIWAN SEMICONDUCTOR A D R 1,093,648 2,566,975

TY 2024 InvestmentsGovtObligationsSch
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
US Government Securities - End of Year Book Value:

28,935,338
US Government Securities - End of Year Fair Market Value:

28,966,734
State & Local Government Securities - End of Year Book Value:


0
State & Local Government Securities - End of Year Fair Market Value:


0


TY 2024 InvestmentsOtherSchedule2
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
CARLYLE SECURED LENDING INC AT COST 25,008,331 23,946,465
SPDR S&P 500 STF TRUST AT COST 707,159 3,135,528

TY 2024 LegalFeesSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
LEGAL AND CHARITABLE ADMINISTRATIVE SERVICES 70,630 0 0 70,630


TY 2024 OtherDecreasesSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Description Amount
SECURITIES BASIS ADJUSTMENT 14,853,296


TY 2024 OtherExpensesSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
BANK FEES 3,815 3,815 0 0
GRANT ADMINISTRATION SOFTWARE 18,196 0 0 18,196
INSURANCE EXPENSE 4,530 0 0 4,530
WEBSITE EXPENSE 44,550 0 0 44,550


TY 2024 OtherIncomeSchedule2
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
CLASS ACTION PAYMENT 160 160 0


TY 2024 OtherProfessionalFeesSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEES 202,568 202,568 0 0
PROFESSIONAL FEES 282,055 0 0 282,055


TY 2024 TaxesSchedule
Name:
BEDFORD FALLS FOUNDATION
EIN:
52-6834462
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FEDERAL EXCISE TAXES 316,684 0 0 0
FOREIGN TAXES 23,685 23,685 0 0