TY 2024 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

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

OMB No. 1545-0047

2024

Open to Public Inspection

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

Name of foundation
FLEMING FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)155 WALSH DRIVE
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
ALEDO, TX76008

A Employer identification number

75-6022736

B Telephone number (see instructions)

(817) 335-3741

C If exemption application is pending, check here right arrow

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

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

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

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

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

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

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

$10,325,152J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments	17,590		17,590
4	Dividends and interest from securities...	66,408		66,408
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		8,347
b	Gross sales price for all assets on line 6a 437,881
7	Capital gain net income (from Part IV, line 2)...			8,347
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).......	List of Attached Documents: // Content	1,704,203	1,704,203
12	Total. Add lines 1 through 11........	1,796,548		1,796,548
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........	List of Attached Documents: // Content	11,619	11,619	0
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	9,750	9,750	0
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	156,469	145,469	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	22,803	22,775	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	200,641		189,613	0
25	Contributions, gifts, grants paid.......	210,000			210,000
26	Total expenses and disbursements. Add lines 24 and 25	410,641		189,613	210,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	1,385,907
b	Net investment income (if negative, enter -0-)			1,606,935
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

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

Form 990-PF (2024)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	737,880	297,746	297,746
	2	Savings and temporary cash investments.........	191,670	1,227,769	1,227,769
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	167,354	0	0
	b	Investments—corporate stock (attach schedule).......	1,630,491	List of Attached Documents: // Content 2,365,111	2,793,615
	c	Investments—corporate bonds (attach schedule).......	706,563	List of Attached Documents: // Content 929,339	916,242
	11	Investments—land, buildings, and equipment: basis 868,357
		Less: accumulated depreciation (attach schedule) 804,939	63,418	63,418	5,089,724
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	List of Attached Documents: // Content 156	List of Attached Documents: // Content 56	List of Attached Documents: // Content 56
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	3,497,532	4,883,439	10,325,152
	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 )	List of Attached Documents: // Content 1,112,193	List of Attached Documents: // Content 1,112,193
	23	Total liabilities (add lines 17 through 22).........	1,112,193	1,112,193
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	0	0
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	2,385,339	3,771,246
	29	Total net assets or fund balances (see instructions).....	2,385,339	3,771,246
	30	Total liabilities and net assets/fund balances (see instructions).	3,497,532	4,883,439

Part III

Analysis of Changes in Net Assets or Fund Balances

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

2,385,339

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

1,385,907

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

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

3,771,246

Decreases not included in line 2 (itemize) right arrow

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

3,771,246

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.)		(d) Date sold (mo., day, yr.)
1 a	JP MORGAN #5006	2024-12-31
b	JP MORGAN #5006	2024-12-31
c	US TRUST #8064	2024-12-31
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	56,474	49,596	6,878
b	140,192	139,780	412
c	241,215	240,158	1,057
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			6,878
b			412
c			1,057
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	8,347
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

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

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	22,336
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	22,336
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	22,336
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	18,200
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	18,200
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	273
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	4,409
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax	Refunded	11

Form 990-PF (2024)

Page 4

Part VI-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

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

Yes

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

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

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

Yes

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

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

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

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

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

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

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

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

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

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

Yes

Website address right arrow

N/A

The books are in care of right arrow

GARY F GOBLE Telephone no. right arrow

(817) 335-3741

Located at right arrow

155 WALSH DRIVEALEDOTX ZIP+4 right arrow

76008

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

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

16 At any time during calendar year 2024, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow

Form 990-PF (2024)

Page 5

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

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

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

1a(1)

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

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

1a(2)

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

1a(3)

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

1a(4)

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

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

1a(5)

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

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

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

1a(6)

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

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

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

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

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

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

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

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

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

If "Yes," list the years right arrow

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 2024 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2024.) .....................

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

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

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

Form 990-PF (2024)

Page 6

Part VI-B

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

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

Yes

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

5a(1)

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

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

5a(2)

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

5a(3)

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

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

5a(4)

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

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

5a(5)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Part VII

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

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

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
GARY F GOBLE	VICE PRESIDENT 2.00	0	0	0
155 WALSH DRIVE ALEDO,TX76008	VICE PRESIDENT 2.00	0	0	0
F HOWARD WALSH III	DIRECTOR 2.00	0	0	0
155 WALSH DRIVE ALEDO,TX76008	DIRECTOR 2.00	0	0	0
RYAN DICKERSON	DIRECTOR 2.00	0	0	0
155 WALSH DRIVE ALEDO,TX76008	DIRECTOR 2.00	0	0	0

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


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









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

Form 990-PF (2024)

Page 7

Part VII

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

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. right arrow

Part VIII-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2024)

Page 8

Part IX

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

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

purposes:

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

1,994,496

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

2,256,395

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

5,089,724

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

9,340,615

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

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

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

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

9,340,615

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

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

140,109

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

9,200,506

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

460,025

Part X

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

and do not complete this part.)

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

460,025

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

22,336

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

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

22,336

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

437,689

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

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

437,689

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

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

437,689

Part XI

Qualifying Distributions (see instructions)

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

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

210,000

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

210,000

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					437,689
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......	498,897
b From 2020......	41,845
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........		540,742
4Qualifying distributions for 2024 from Part
XI, line 4: $ 210,000
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.....					210,000
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2024.		227,689			227,689
(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		313,053
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) ...		271,208
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		41,845
10 Analysis of line 9:
a Excess from 2020....	41,845
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....

Form 990-PF (2024)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2024, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

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

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

Part XIV

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

1Information Regarding Foundation Managers:

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

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

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

Check here right arrow

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

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

GARY F GOBLE
155 WALSH DRIVE
ALEDO,TX76008
(817) 335-3741

bThe form in which applications should be submitted and information and materials they should include:

WRITTEN REQUEST OUTLING THE USE OF FUNDS

cAny submission deadlines:

NONE

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

AWARDS MUST BE FOR EDUCATION, HEALTH, PERFORMING ARTS, AND GENERAL WELFARE.

Form 990-PF (2024)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
FT WORTH COUNTRY DAY SCHOOL 4200 COUNTRY DAY LN FORT WORTH,TX76109	N/A	PC	PROVIDING A HIGH-QUALITY, COLLEGE-PREPARATORY EDUCATION TO STUDENTS	200,000
FORT WORTH SISTER CITIES INTERNATIONAL 908 MONROE ST FORT WORTH,TX76102	N/A	PC	PROMOTE GLOBAL EDUCATION AND CULTURAL COMPETENCY	10,000
Total ................................. 3a				210,000

bApproved for future payment

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

Form 990-PF (2024)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........			14	17,590
4 Dividends and interest from securities ....			14	66,408
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 .....			15	1,704,203
8 Gain or (loss) from sales of assets other than inventory ............			18	8,347
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		1,796,548	0

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

1,796,548

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

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2024)

Page 13

Part XVI

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

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

Yes

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If "Yes," complete the following schedule.

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

Sign Here

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

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

Form 990-PF (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2024 AccountingFeesSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING EXPENSES	9,750	9,750		0

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Name of Bond	End of Year Book Value	End of Year Fair Market Value
THE LKCM FIXED INCOME FUND	929,339	916,242

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABORATORIES	64,182	67,866
ACADEMY SPORTS & OUTDOORS	47,533	63,283
ADOBE INC	72,168	66,702
AKAMAI TECHNOLOGIES INC	32,553	28,695
ALCON INC	60,625	67,912
ALPHABET INC-CL A	56,471	94,650
APPLE INC	47,011	75,126
ARTHUR J GALLAGHER & CO	41,686	56,770
BANK OF AMERICA CORP	50,659	70,320
CHART INDUSTRIES INC	37,815	57,252
COLGATE-PALMOLIVE CO	30,629	36,364
CORTEVA INC	48,732	56,960
DANAHER CORP	44,565	45,910
DEVON ENERGY CORP	46,698	32,730
DUPONT DE NEMOURS INC	54,803	53,375
HOME DEPOT INC	51,081	58,348
HONEYWELL INTERNATIONAL INC	39,994	45,178
ILLINOIS TOOL WORKS	20,267	25,356
KEURIG DR PEPPER INC	31,816	32,120
KINDER MORGAN INC	30,675	54,800
KIRBY CORP	24,886	42,320
KRAFT HEINZ CO	48,789	39,923
L3HARRIS TECHNOLOGIES INC	53,724	52,570
MICROSOFT CORP	39,908	63,225
NVIDIA CORP	38,839	134,290
PEPSICO INC	33,091	30,412
PERMIAN RESOURCES CORP	54,255	57,520
RALPH LAUREN CORP	44,194	69,294
STRYKER CORP	49,517	72,010
THERMO FISHER SCIENTIFIC INC	52,290	52,023
TRIMBLE INC	53,311	63,594
UNION PACIFIC CORP	28,468	28,505
VERISK ANALYTICS INC	61,128	82,629
ZOETIS INC	51,945	48,879
CLEARWATER ENER-C RG	52,517	52,000
EXXON MOBILE CORP	16,731	32,271
FISERV INC	70,512	71,897
LINDE PLC	63,967	62,801
ISHARES RUSSELL MIDCAP	131,036	139,142
ISHARES TR RUSSELL 2000	72,921	73,138
VANGUARD FTSE DEVELOPED	98,062	93,632
VANGUARD FTSE EMERGING	60,953	61,788
ABBOTTLABS	3,238	3,393
ADOBE INC	2,655	2,223
ALPHABET INC	11,027	12,305
AMAZON INC	9,772	12,066
APPLE INC	18,516	21,536
AT&T INC	2,358	2,732
BECTON DICKINSON CO	2,397	2,269
BERKSHIRE HATHAWAY INC	6,977	7,252
BLACKROCK INC REG SHS	2,503	3,075
BLKACKSTONE INC	2,924	3,621
BOSTON SCIENTIFIC CORP	2,930	3,394
BROADCOM INC	8,766	13,679
CHEVERON CORP	2,655	2,462
CISCO SYSTEMS INC	1,579	1,954
COCA COLA	2,737	2,553
CONOCO PHILLIPS	891	793
CONSTELLATION ENERGY	1,023	1,342
COSTCO WHOLESALE	3,318	3,665
DEERE CO	1,136	1,271
DISNEY (WALT) CO	899	1,114
ELI LILLY & CO	2,459	2,316
EQUINIX INC	800	943
EXXON MOBIL CORP	3,711	3,442
FREEPORT-MCMORAN INC	1,810	1,561
GE AEROSPACE	1,504	1,334
HOME DEPOT INC	3,898	4,279
JOHNSON AND JOHNSON COM	2,397	2,169
JP MORGAN CHASE & CO	5,210	5,993
KKR & CO INC	2,765	3,550
MARVEL TECH INC	2,603	4,528
MASTERCARD INC	1,549	1,580
MERCK AND CO INC SHS	6,980	5,471
META PLATFORMS INC	6,107	7,026
MICROSOFT CORP	18,074	18,125
MONDELEZ INTERNATIONAL	2,422	2,150
MORGAN STANLEY	3,196	3,897
NEXTERA ENERGY INC	2,547	2,437
NORTHROP GRUMMAN CORP	939	939
NVIDIA	15,913	19,203
POLO ALTO NETWORKS INC	5,787	6,551
PNC FNCL SERVICES GROUP	1,800	1,929
PROCTER AND GAMBLE CO	2,533	2,515
PROLOGIS INC	2,091	1,797
RTX CORP	2,497	2,546
SALESFORCE INC	3,543	4,681
TARGET CORP	1,781	1,622
TESLA INC	4,304	6,058
THERMO FISHER SCIENTIFIC	2,385	2,081
UBER TECHNOLOGIES INC	721	543
UNION PACIFIC CORP	944	912
UNITED HEALTH GROUP INC	2,846	2,529
VISA INC	4,579	5,689
WALMART INC	2,675	3,433
WASTE MANAGEMENT INC	3,060	3,027
3M COMPANY	1,440	1,420
CHENIERE ENERGY	1,415	1,719
DUPONT DENEMOURS INC	1,826	1,754
GENERAL MOTORS CO	620	746
HILTON WORLDWIDE	1,288	1,483
L3HARRIS TECHNOLOGIES	1,704	1,472
METLIFE INC	679	655
MGM RESORTS INTERNATIONAL	1,992	1,629
NUTANIX INC	1,023	1,285
QUANTA SERVICES INC	3,262	4,109
SEMPRA	2,694	2,895
SYSCO CORPORATION	2,595	2,753
VALERO ENERGY CORP	2,425	1,961
VERIV HLDG CO	1,277	1,931
VISTRA CORP	919	1,241
SPDR P BIOTECH	3,376	2,972
ASML HLDG	2,566	2,079
ASTRAZENECA PLC	2,546	2,162
EATON CORP	4,124	4,646
LVMH MOET HENNESSY	1,602	1,568

- TIN:

TY 2024 LegalFeesSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Category	Amount	Net Investment Income
PROFESSIONAL FEES	499	499
INSURANCE EXPENSE	1,226	1,226
LEGAL EXPENSE	9,894	9,894

- TIN:

TY 2024 OtherAssetsSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
OTHER RECEIVABLES	156	56	56

- TIN:

TY 2024 OtherExpensesSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Description	Revenue and Expenses per Books	Net Investment Income
BANK OF AMERICA US TRUST MANAGEMENT FEES	929	929
JPM/LKCM MANAGEMENT FEES	11,863	11,863
JPMORGAN MANAGEMENT FEES	2,877	2,877
OFFICE EXPENSE	7,106	7,106
OTHER EXPENSE	28	0

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
OIL & GAS ROYALTY INCOME	1,696,575	1,696,575	1,696,575
OTHER INCOME	7,628	7,628	7,628

- TIN:

TY 2024 OtherLiabilitiesSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Description	Beginning of Year - Book Value	End of Year - Book Value
SPECIFIC BEQUESTS	1,112,193	1,112,193

- TIN:

TY 2024 TaxesSchedule

Name:

FLEMING FOUNDATION

EIN:

75-6022736

Category	Amount	Net Investment Income
AD VALOREM TAX	18,748	18,748
FEDERAL EXCISE TAX	11,000	0
FOREIGN TAXES	74	74
PRODUCTION TAX	126,647	126,647