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
Justamere Foundation
 
% Foundation Source
Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377
A Employer identification number

86-2670774
B Telephone number (see instructions)

(800) 839-1754
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$23,071,628J 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) 0
2 Check right arrow.............
3 Interest on savings and temporary cash investments 32,976 32,976  
4 Dividends and interest from securities... 610,706 610,706  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -75,948
b Gross sales price for all assets on line 6a 9,412,172
7 Capital gain net income (from Part IV, line 2)... 0
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
912,241 536,049  
12 Total. Add lines 1 through 11........ 1,479,975 1,179,731  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 205,400     205,400
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 56,578     56,578
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
62,408 62,408    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
86,036      
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 4,376     4,376
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
229,156 131,295   97,861
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 643,954 193,703   364,215
25 Contributions, gifts, grants paid....... 4,363,978 4,363,978
26 Total expenses and disbursements. Add lines 24 and 25 5,007,932 193,703   4,728,193
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -3,527,957
b Net investment income (if negative, enter -0-) 986,028
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......... 2,621,246 4,375,720 4,375,720
3 Accounts receivable right arrow13,322
Less: allowance for doubtful accounts right arrow   12,426 13,322 13,322
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) 116,974    
b Investments—corporate stock (attach schedule)....... 6,032,358 Click to see attachment
List of Attached Documents:
// Content
6,197,344 		7,281,064
c Investments—corporate bonds (attach schedule)....... 11,735,165 Click to see attachment
List of Attached Documents:
// Content
7,149,995 		7,128,824
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).......... 4,993,895 Click to see attachment
List of Attached Documents:
// Content
4,247,726 		4,272,698
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) 25,512,064 21,984,107 23,071,628
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........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 25,512,064 21,984,107
29 Total net assets or fund balances (see instructions)..... 25,512,064 21,984,107
30 Total liabilities and net assets/fund balances (see instructions). 25,512,064 21,984,107
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
25,512,064
2
Enter amount from Part I, line 27a .....................
2
-3,527,957
3
Other increases not included in line 2 (itemize) right arrow
3
 
4
Add lines 1, 2, and 3 ..........................
4
21,984,107
5
Decreases not included in line 2 (itemize) right arrow
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
21,984,107
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      
b Passthrough K1 Capital Gain/(Loss)      
c CHURCHILL MIDDLE MARKET SENIOR LOAN FUND III, LP P 2022-03-23 2024-12-10
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 6,429,525   6,523,606 -94,081
b       -40,336
c 2,982,647   2,924,178 58,469
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       -94,081
b        
c       58,469
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 -75,948
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 13,706
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  
3 Add lines 1 and 2........................... 3 13,706
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 13,706
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 15,000
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld .......... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 15,000
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 42
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 1,252
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow1,252 Refundedright arrow 11  
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$   (2) On foundation managers.right arrow$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrowDE
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 arrow  
14
The books are in care ofright arrowFoundation Source Telephone no.right arrow (800) 839-1754

Located atright arrow501 Silverside Road Suite 123WilmingtonDE ZIP+4right arrow198091377
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
Casey A Bentley Dir
1.0 		0 0 0
Foundation Source 501 Silverside Rd
Wilmington,DE198091377
Raymond B Bentley Dir
1.0 		0 0 0
Foundation Source 501 Silverside Rd
Wilmington,DE198091377
Shelby L Bentley Dir
40.0 		80,000 9,774 0
Foundation Source 501 Silverside Rd
Wilmington,DE198091377
Therese G Bentley Sec, Dir
1.0 		0 0 0
Foundation Source 501 Silverside Rd
Wilmington,DE198091377
Lori Cushman Dir, Pres, Treas
40.0 		125,400 30,165 0
Foundation Source 501 Silverside Rd
Wilmington,DE198091377
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
 
Total number of other employees paid over $50,000...................right arrow  
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
Foundation Source Administrative 93,683
55 Walls Drive 3rd Fl
Fairfield,CT06824
Prowell Financial Management LLC Investment Mgmt 62,408
717 CONSTITUTION DR SUITE 102
EXTON,PA19341
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)
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
17,253,945
b
Average of monthly cash balances.......................
1b
1,331,130
c
Fair market value of all other assets (see instructions)................
1c
7,084,756
d
Total (add lines 1a, b, and c).........................
1d
25,669,831
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
 
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
25,669,831
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
385,047
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
25,284,784
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
1,264,239
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
1,264,239
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
13,706
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
70,911
c
Add lines 2a and 2b............................
2c
84,617
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
1,179,622
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
1,179,622
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
1,179,622
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
4,728,193
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
0
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
0
b
Cash distribution test (attach the required schedule) .................
3b
0
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
4,728,193
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 1,179,622
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......  
b Total for prior years:20 , 20, 20  
3 Excess distributions carryover, if any, to 2024:
a From 2019......  
b From 2020......  
c From 2021...... 346,595
d From 2022...... 2,487,434
e From 2023...... 2,923,749
f Total of lines 3a through e ........ 5,757,778
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 4,728,193
a Applied to 2023, but not more than line 2a  
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		 
c Treated as distributions out of corpus (Election
required—see instructions)........ 		 
d Applied to 2024 distributable amount..... 1,179,622
e Remaining amount distributed out of corpus 3,548,571
5 Excess distributions carryover applied to 2024.    
(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 9,306,349
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		 
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...... 		 
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		 
e Undistributed income for 2023. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
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) ....... 		 
8 Excess distributions carryover from 2019 not
applied on line 5 or line 7 (see instructions) ... 		 
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		9,306,349
10 Analysis of line 9:
a Excess from 2020....  
b Excess from 2021.... 346,595
c Excess from 2022.... 2,487,434
d Excess from 2023.... 2,923,749
e Excess from 2024.... 3,548,571
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).)
Raymond B Bentley
Therese G Bentley
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:
Lori Cushman
55 Walls Drive Suite 302
Fairfield,CT06824
(800) 839-0054
bThe form in which applications should be submitted and information and materials they should include:
www.justamerefoundation.org
cAny submission deadlines:
www.justamerefoundation.org
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
www.justamerefoundation.org
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

ANNS HEART

35 HALL ST STE 301
PHOENIXVILLE,PA19460 		N/A PC Adult GED Graduate Scholarship Fund 20,000

ARTS HOLDING HANDS AND HEARTS INC

110 E STATE ST STE 313
KENNETT SQ,PA19348 		N/A PC CHESTER COUNTY IMAGINATION LIBRARY 50,000

BARNSTONE ART FOR KIDS

388 W POTHOUSE RD
PHOENIXVILLE,PA19460 		N/A PC Charitable Event 2,500

BAYADA HOME HEALTH CARE INC

4300 HADDONFIELD RD E BLDG
PENNSAUKEN,NJ08109 		N/A PC Expanding Southeast Pennsylvania's Home Health Care Nursing Capacity through career advancement and upskilling Scholarship fund 40,000

BOOKS ARE TREASURES

442 ANDERSON ST
COATESVILLE,PA19320 		N/A PC Keep Books Circulating Fund 5,000

BOOKSMILES

7300 N CRESCENT BLVD UNIT 10
PENNSAUKEN,NJ08110 		N/A PC Purchasing Children's Books Featuring Diverse Characters and Bilingual Spanish Fund 15,000

BOOKSMILES

7300 N CRESCENT BLVD UNIT 10
PENNSAUKEN,NJ08110 		N/A PC Charitable Event 1,000

BOY SCOUTS OF AMERICA

1 SCOUTING WAY
EXTON,PA19341 		N/A PC Camp Horseshoe Trades Education Program 20,000

BOY SCOUTS OF AMERICA

1 SCOUTING WAY
EXTON,PA19341 		N/A PC Scouting Financial Assistance Program 50,000

BOY SCOUTS OF AMERICA - CRADLE OF LIBERTY COUNCIL

901 E 8TH AVE STE 103
KING OF PRUSSIA,PA19406 		N/A PC Exploring: Career Education, Mentoring, and Training Program for middle and high school students 16,000

BRIDGE ACADEMY AND COMMUNITY CENTER INC

578 OLIVE ST
COATESVILLE,PA19320 		N/A PC The Bridge Academy and Community Center/Beyond the Bridge Fund 20,000

BRIDGE OF HOPE INC

PO BOX 304
EXTON,PA19341 		N/A PC Bridge of Hope Chester County Fund 10,000

BUCKS COUNTY COMMUNITY COLLEGE FOUNDATION

275 SWAMP RD
NEWTOWN,PA18940 		N/A PC Scholarships for Trades Scholarship Fund 40,000

BUCKS COUNTY COMMUNITY COLLEGE FOUNDATION

275 SWAMP RD
NEWTOWN,PA18940 		N/A PC Nursing Review and Re-Entry Scholarship Fund 15,000

BUCKS COUNTY COMMUNITY COLLEGE FOUNDATION

275 SWAMP RD
NEWTOWN,PA18940 		N/A PC "Fast Tracks" to Employment: Locomotive Engineer & Conductor Basis training program scholarship fund 25,000

BUCKS COUNTY COMMUNITY COLLEGE FOUNDATION

275 SWAMP RD
NEWTOWN,PA18940 		N/A PC Child Development Associate Credential Scholarship FUND 20,000

BUCKS COUNTY TECHNICAL SCHOOL FOUNDATION FOR EDCTN

610 WISTAR RD
FAIRLESS HLS,PA19030 		N/A PC Child Development & Early Learning CDA Exam Fee Fund 5,000

CAMP DREAMCATCHER

148 W STATE ST STE 104
KENNETT SQ,PA19348 		N/A PC Phoenyx Scholarship Fund 2,000

CAMP DREAMCATCHER

148 W STATE ST STE 104
KENNETT SQ,PA19348 		N/A PC General & Unrestricted 17,000

CAREER WARDROBE

444 N 3RD ST STE 105
PHILADELPHIA,PA19123 		N/A PC Charitable Event 5,000

CEDARBROOK CAMP IN PENNSYLVANIA INC

120 TOWNSHIP LINE RD
EXTON,PA19341 		N/A PC Charitable Event 3,500

CENTRO CULTURAL LATINOS UNIDOS INC

209 CHESTNUT ST
POTTSTOWN,PA19464 		N/A PC After School Tutoring Program 5,000

CENTRO CULTURAL LATINOS UNIDOS INC

209 CHESTNUT ST
POTTSTOWN,PA19464 		N/A PC Summer Camp Program 3,000

CHESTER COUNTY ART ASSOCIATION

100 N BRADFORD AVE
WEST CHESTER,PA19382 		N/A PC CC Art Association 2024 Summer Camp Scholarship Fund 25,000

CHESTER COUNTY COMMUNITY FOUNDATION INC

28 W MARKET ST
WEST CHESTER,PA19382 		N/A PC AHHAH Chester County Imagination Library Fund 50,000

CHESTER COUNTY COMMUNITY FOUNDATION INC

28 W MARKET ST
WEST CHESTER,PA19382 		N/A PC AHHAH Chester County Imagination Library Fund 100,000

CHESTER COUNTY ECONOMIC DEVELOPMENT FOUNDATION

737 CONSTITUTION DR
EXTON,PA19341 		N/A PC Project Reconnect Scholarship Fund 50,000

CHESTER COUNTY FUTURES INC

LUKENS BLDG 50 S 1ST AVE STE 105
COATSVILLE,PA19320 		N/A PC Passport and Steps 4 Success Fund 50,000

CHESTER COUNTY FUTURES INC

LUKENS BLDG 50 S 1ST AVE STE 105
COATSVILLE,PA19320 		N/A PC Charitable Event 5,000

CHESTER COUNTY IU 24

455 BOOT RD
DOWNINGTOWN,PA19335 		N/A GOV Trade School Scholarship Fund 90,000

CHILDREN OF FALLEN PATRIOTS FOUNDATION

1818 LIBRARY ST STE 500
RESTON,VA20190 		N/A PC Trade School Scholarship Fund for Gold Star Children 50,000

COATESVILLE 2ND CENTURY ALLIANCE

PO BOX 692
COATESVILLE,PA19320 		N/A PC General & Unrestricted 5,000

COATESVILLE CENTER FOR COMMUNITY HEALTH

1001 EAST LINCOLN HWY
COATESVILLE,PA19320 		N/A PC General & Unrestricted 15,000

COMMUNITY MUSIC SCHOOL

1544 W HAMILTON ST
ALLENTOWN,PA18102 		N/A PC Scholarship Fund & Financial Aid for Students from Low-Income Families 20,000

CREATIVE CLUB

139 E CHESTNUT ST
COATESVILLE,PA19320 		N/A PC Virtual Reality Summer Camp 2024 Fund 10,000

CRESCENDO PHOENIXVILLE

1601 BRIARWOOD CT
PHOENIXVILLE,PA19460 		N/A PC Crescendo Phoenixville/PA Philharmonic Monthly 1/2 music clinic initiative 25,000

CRISTO REY PHILADELPHIA HIGH SCHOOL

1717 W ALLEGHENY AVE
PHILADELPHIA,PA19132 		N/A PC Cristo Rey Work-Study Jobs in Non-Profit Organizations scholarship fund 9,500

CURE4CAM INC

202 FOXTAIL LN
DOWNINGTOWN,PA19335 		N/A PC Charitable Event 2,000

DELAWARE COUNTY COMMUNITY COLLEGE EDUCATIONAL FOUN

901 MEDIA LINE RD
MEDIA,PA19063 		N/A PC Tools for Success - Tools and Boots for students in skilled trades fund 56,120

DELAWARE COUNTY COMMUNITY COLLEGE EDUCATIONAL FOUN

901 MEDIA LINE RD
MEDIA,PA19063 		N/A PC High Demand Career Training Scholarship fund 56,783

DELAWARE COUNTY COMMUNITY COLLEGE EDUCATIONAL FOUN

901 MEDIA LINE RD
MEDIA,PA19063 		N/A PC Teacher Education Program 86,905

EDUCATIONAL EQUITY ALLIANCE

PO BOX 993
COATESVILLE,PA19320 		N/A PC Coatesville Kids to College - Childcare fund 30,000

FAMFREQUENCY PRODUCTIONS INC

6137 N BEACHWOOD ST
PHILADELPHIA,PA19138 		N/A PC Charitable Event 10,000

FAMFREQUENCY PRODUCTIONS INC

6137 N BEACHWOOD ST
PHILADELPHIA,PA19138 		N/A PC Famfrequency Productions Equipment and Subscriptions fund 23,500

FOSTERING HOPE

3277 W RIDGE PIKE C301
POTTSTOWN,PA19464 		N/A PC Fostering Hope Cell Phone Program 10,000

FOUNDATION FOR LEARNING IN TREDYFFRIN-EASTTOWN

PO BOX 806
SOUTHEASTERN,PA19399 		N/A PC General & Unrestricted 20,000

FOUNDATION FOR POTTSTOWN EDUCATION

230 BEECH ST
POTTSTOWN,PA19464 		N/A PC Diversified Literature for Pottstown School Districts libraries fund 60,331

FOUR BLOCK FOUNDATION INC

230 PARK AVE 29TH FL
NEW YORK,NY10169 		N/A PC FourBlock Veteran Career Readiness Program (CRP) - Northeast/Mid-Atlantic virtual Cohort 40,000

GARRETT WILLIAMSON

395 BISHOP HOLLOW RD
NEWTOWN SQUARE,PA19073 		N/A PC Access to Summer Camp and Youth Employment Fund 36,792

GOOD FELLOWSHIP CLUB OF CHESTER COUNTY INC

600 MONTGOMERY AVE
WEST CHESTER,PA19380 		N/A PC Paramedic Certification Tuition Assistance Scholarship fund 60,000

GRISWOLD HOME CARE FOUNDATION INC

510 E TOWNSHIP LINE RD STE 210
BLUE BELL,PA19422 		N/A PC Empowering Caregivers Through Education Scholarship fund 15,000

HEALTHWORKS ACADEMIES

PO BOX 2031
MEDIA,PA19063 		N/A PC HealthWorks Academies Career Panel Presentations fund 25,000

HISTORIC FAIR HILL INC

5501 GERMANTOWN AVE
PHILADELPHIA,PA19144 		N/A PC School Library Partnerships fund 30,000

HISTORIC YELLOW SPRINGS INC

PO BOX 62
CHESTER SPRINGS,PA19425 		N/A PC Veterans Art Day and Scholarship Fund 10,000

HOPEWORKS N CAMDEN INC

808 MARKET ST STE 1
CAMDEN,NJ08102 		N/A PC Expanding Opportunity fund 50,000

HOUSING PARTNERSHIP OF CHESTER COUNTY INC

41 W LANCASTER AVE
DOWNINGTOWN,PA19335 		N/A PC Housing Stability Programs 30,000

KENNETT AREA COMMUNITY SERVICE

136 W CEDAR ST
KENNETT SQ,PA19348 		N/A PC Getting Ahead and Staying Ahead fund 40,000

LITERACY COUNCIL OF NORRISTOWN INC

113 E AIRY ST
NORRISTOWN,PA19401 		N/A PC Dolly Parton Imagination Library - Norristown and Pottstown fund 50,000

LITERACY COUNCIL OF NORRISTOWN INC

113 E AIRY ST
NORRISTOWN,PA19401 		N/A PC Adult Education Programs 10,000

LITERACY COUNCIL OF READING-BERKS

35 S DWIGHT ST
WEST LAWN,PA19609 		N/A PC Corporate Training Program 10,000

MIGHTY WRITERS

12 E CHURCH LN
PHILADELPHIA,PA19144 		N/A PC Mighty Writers El Futuro Kennett Whole Child Whole family programming fund 50,000

MISSION EDGE SAN DIEGO

2820 ROOSEVELT RD STE 104
SAN DIEGO,CA92106 		N/A PC TFM Cybersecurity Scholarship fund - Fusion Cyber - Lincoln University scholarship fund 100,000

MOMS HOUSE INC OF GREATER PHILADELPHIA

865 S MAIN ST
PHOENIXVILLE,PA19460 		N/A PC Free childcare for low-income single parents who a completing their eduction fund 20,000

MONTGOMERY COUNTY COMMUNITY COLLEGE FOUNDATION

340 DEKALB PIKE
BLUE BELL,PA19422 		N/A PC Middle School PC Build fund 30,000

MONTGOMERY COUNTY COMMUNITY COLLEGE FOUNDATION

340 DEKALB PIKE
BLUE BELL,PA19422 		N/A PC MontcoWorks Apprenticeship Program 100,000

NORTH MONTCO EDUCATIONAL FOUNDATION

1265 SUMNEYTOWN PIKE
LANSDALE,PA19446 		N/A PC Training that Works - Adult Education Grants Scholarship fund 40,000

NORTH STAR OF CHESTER COUNTY

7 N FIVE POINTS ROAD
WEST CHESTER,PA19380 		N/A PC Homelessness Prevention and Self-Sufficiency for Single working parent families fund 7,000

NORTH STAR OF CHESTER COUNTY

7 N FIVE POINTS ROAD
WEST CHESTER,PA19380 		N/A PC Funding for Children's Camps, Extracurriculars, and enrichment programs 5,000

NORTH STAR OF CHESTER COUNTY

7 N FIVE POINTS ROAD
WEST CHESTER,PA19380 		N/A PC Charitable Event 2,500

NORTH STAR OF CHESTER COUNTY

7 N FIVE POINTS ROAD
WEST CHESTER,PA19380 		N/A PC Charitable Event 5,000

NORTHAMPTON COUNTY AREA COMMUNITY COLLEGE FOUNDATI

3835 GREEN POND RD
BETHLEHEM,PA18020 		N/A PC Rev. Bridging the Skills Gap: NCC Scholarship fund for high-demand careers 75,000

OPEN HEARTH INC

701 MAIN ST
PHOENIXVILLE,PA19460 		N/A PC Family Savings Partner Program 50,000

OPEN HEARTH INC

701 MAIN ST
PHOENIXVILLE,PA19460 		N/A PC Charitable Event 2,000

ORION COMMUNITIES INC

237 BRIDGE ST
PHOENIXVILLE,PA19460 		N/A PC Charitable Event 5,000

ORION COMMUNITIES INC

237 BRIDGE ST
PHOENIXVILLE,PA19460 		N/A PC Community Emergency Fund 20,000

ORION COMMUNITIES INC

237 BRIDGE ST
PHOENIXVILLE,PA19460 		N/A PC STARS Literacy Program 20,000

ORION COMMUNITIES INC

237 BRIDGE ST
PHOENIXVILLE,PA19460 		N/A PC Charitable Event 5,000

OXFORD ARTS ALLIANCE INC

38 SOUTH 3RD ST
OXFORD,PA19363 		N/A PC Funding Request to Provide Summer into Fall Art & music camps and programs 20,000

OXFORD CIVIC ASSOCIATION

PO BOX 34
OXFORD,PA19363 		N/A PC Cash the Elf - Oxford Police Department Toy Drive 2,500

OXFORD CIVIC ASSOCIATION

PO BOX 34
OXFORD,PA19363 		N/A PC BIG Grant fund 5,000

P R O B E

303 CHESTNUT ST OFC 1
LEBANON,PA17042 		N/A PC General & Unrestricted 5,000

PARKESBURG POINT

PO BOX 731
PARKESBURG,PA19365 		N/A PC Youth Apprentice & Trade's Education Program 35,000

PARTNERS IN OUTREACH

PO BOX 21
CHESTER SPRGS,PA19425 		N/A PC Classroom Reading fund 4,000

PATHSTONE CORPORATION

400 E AVE
ROCHESTER,NY14607 		N/A PC EARN - Wheels4Work fund 30,000

PENNSYLVANIA CONFERENCE FOR WOMEN

PO BOX 37635
PHILADELPHIA,PA19101 		N/A PC Charitable Event 3,500

PENNSYLVANIA INSTITUTE OF TECHNOLOGY

800 MANCHESTER AVE
MEDIA,PA19063 		N/A PC P.I.T. Academic 50,000

PENNSYLVANIA INSTITUTE OF TECHNOLOGY

800 MANCHESTER AVE
MEDIA,PA19063 		N/A PC Student Hardship Fund 5,000

PENNSYLVANIA PHILHARMONIC

4513 PENNELL RD STE 2
ASTON,PA19014 		N/A PC Charitable Event 1,000

PENNSYLVANIA PHILHARMONIC

4513 PENNELL RD STE 2
ASTON,PA19014 		N/A PC Reach for the Stars virtual program 6,000

PENNSYLVANIAS STATE SYSTEM OF HIGHER EDUCATION FOU

100 NOBLE BLVD STE 10 1014
CARLISLE,PA17013 		N/A PC Commercial drivers license (cdl) scholarship fund 30,000

PENNSYLVANIAS STATE SYSTEM OF HIGHER EDUCATION FOU

100 NOBLE BLVD STE 10 1014
CARLISLE,PA17013 		N/A PC clinical medical assistant (cma) scholarship fund 60,000

PENNSYLVANIAS STATE SYSTEM OF HIGHER EDUCATION FOU

100 NOBLE BLVD STE 10 1014
CARLISLE,PA17013 		N/A PC Supporting Student Success Scholarship fund & Transfer scholarship fund 50,000

PHILLY GOAT PROJECT INC

207 LANTWYN LN
NARBERTH,PA19072 		N/A PC Philly Goat Project's Teen Internship Summer Program 15,000

POTTSTOWN CHILDRENS DISCOVERY CENTER

248 WALNUT ST
POTTSTOWN,PA19464 		N/A PC 2024 and 2025 Discovery Club fund 35,000

POTTSTOWN REGIONAL PUBLIC LIBRARY

500 E HIGH ST
POTTSTOWN,PA19464 		N/A PC children's library fall/home for the holidays reading challenge 20,205

PREPARED TO THRIVE

260 EXTON SQ MALL SUITE 254
EXTON,PA19341 		N/A PC Charitable Event 5,000

READING RECYCLED INC

1423 N BETHLEHEM PIKE
AMBLER,PA19002 		N/A PC Books From the Start fund 20,000

RESOLUTE WARRIORS

9763 95TH PL N
MAPLE GROVE,MN55369 		N/A PC General & Unrestricted 5,000

REVIVAL PRODUCTIONS INC

5009 W LINCOLN HWY
PARKESBURG,PA19365 		N/A PC Chester County School of the Arts Financial Aid fund 40,000

RICHARD J CARON FOUNDATION

PO BOX 150
WERNERSVILLE,PA19565 		N/A PC Veterans Healing Through Connection (VHTC) fund 20,000

ROCK TO THE FUTURE

1201 N 3RD ST 283
PHILADELPHIA,PA19122 		N/A PC Charitable Event 7,500

SAINT JOSEPHS UNIVERSITY

5600 CITY AVE
PHILADELPHIA,PA19131 		N/A PC General & Unrestricted 5,000

SAINT JOSEPHS UNIVERSITY

5600 CITY AVE
PHILADELPHIA,PA19131 		N/A PC Ready to Launch fund 25,000

SAINT JOSEPHS UNIVERSITY

5600 CITY AVE
PHILADELPHIA,PA19131 		N/A PC Financial Literacy and Entrepreneurship Bootcamp for veterans (ebv) fund 10,000

SANCTUARY FARM PHILA

1909 N 24TH ST
PHILADELPHIA,PA19121 		N/A PC Therapeutic Gardening Continuation and Expansion fund 20,000

SILO WORKS

PO BOX 22
OXFORD,PA19363 		N/A PC Financial Literacy Class fund 2,675

SILO WORKS

PO BOX 22
OXFORD,PA19363 		N/A PC SILO Gardening Program 6,000

SOW GOOD NOW

80 LANCASTER AVE STE 100 UIF
DEVON,PA19333 		N/A PC Sow Good Now GiveBacks fund 7,500

SURREY SERVICES FOR SENIORS INC

60 SURREY WAY
DEVON,PA19333 		N/A PC Surrey Academy for Caregivers Scholarship Fund 15,000

SWARTHMORE COLLEGE

500 COLLEGE AVE
SWARTHMORE,PA19081 		N/A PC Chester Children's Chorus Summer Learning Program 100,000

THE ARC OF CHESTER COUNTY

900 LAWRENCE DR
WEST CHESTER,PA19380 		N/A PC Scholarship fund to attend The Arc of Chester County Preschool 15,000

THE COMMUNITYS FOUNDATION

6 E HINCKLEY AVE STE 203
RIDLEY PARK,PA19078 		N/A PC Operating costs for the Kara Barnard Fund's used book distribution fund 4,800

THE GARAGE COMMUNITY AND YOUTH CENTER

PO BOX 1158
KENNETT SQUARE,PA19348 		N/A PC Career Development Programs: MAPS and Career Compass 17,500

THE HARRISBURG AREA COMMUNITY COLLEGE FOUNDATION

PO BOX 8915
LANCASTER,PA17604 		N/A SO I Certified workforce training for HACC's military and veteran students in need fund 101,247

THE HARRISBURG AREA COMMUNITY COLLEGE FOUNDATION

PO BOX 8915
LANCASTER,PA17604 		N/A SO I HACC High School Career Readiness Program: Micro-credentials and workforce skilled training certifications scholarship fund 50,000

THE HARRISBURG AREA COMMUNITY COLLEGE FOUNDATION

PO BOX 8915
LANCASTER,PA17604 		N/A SO I HACC Workforce Certificate Training in Healthcare and skill trades scholarship fund 50,000

THISTLE HILLS INC

323 E LINCOLN HWY
COATESVILLE,PA19320 		N/A PC Pottery Classes fund 4,520

TRICOUNTY COMMUNITY NETWORK INC

13 ARMAND HAMMER BLVD STE 102
POTTSTOWN,PA19464 		N/A PC C2 - Community Camp and Launching Leaders fund 40,000

TUESDAYS CHILDREN

390 PLANDOME RD STE 215
MANHASSET,NY11030 		N/A PC Career Resource Center Programs including Career Mentoring, skill building workshops, and take your child to work day with a family engagement activity 30,000

TWIN VALLEY FIRE DEPT

PO BOX 19520
ELVERSON,PA19520 		N/A PC Charitable Event 2,000

UWCHLAN AMBULANCE CORPS INC

70 W WELSH POOL RD
EXTON,PA19341 		N/A PC Scholarship Fund for Training Institute 88,000

VALOR CLINIC FOUNDATION

PO BOX 315
BRODHEADSVLLE,PA18322 		N/A PC General & Unrestricted 304,820

VILLANOVA UNIVERSITY

800 E LANCASTER AVE
VILLANOVA,PA19085 		N/A PC Villanova Interdisciplinary Immigration Studies Training for advocates (viista) program 40,000

VILLANOVA UNIVERSITY

800 E LANCASTER AVE
VILLANOVA,PA19085 		N/A PC Removing barriers to the nursing profession in partnership with the M. Louise Fitzpatrick college of nursing (fcn) scholarship fund 40,000

VILLANOVA UNIVERSITY

800 E LANCASTER AVE
VILLANOVA,PA19085 		N/A PC Ignite Your Career: Unpaid Internship Support for low-income students fund 20,000

WALNUT STREET THEATRE CORP

825 WUHUT ST
PHILDELPHIA,PA19107 		N/A PC WST Theatre School Scholarship Fund 5,000

WEST CHESTER UNIVERSITY FOUNDATION

202 CARTER DR
WEST CHESTER,PA19382 		N/A PC Health Career Summer Academy (HCSA) fund 10,000

WEST CHESTER UNIVERSITY FOUNDATION

202 CARTER DR
WEST CHESTER,PA19382 		N/A PC Micro Scholarship Fund 50,000

WEST CHESTER UNIVERSITY FOUNDATION

202 CARTER DR
WEST CHESTER,PA19382 		N/A PC Literacy Center for Previously Incarcerated Youth fund 5,280

WEST CHESTER UNIVERSITY FOUNDATION

202 CARTER DR
WEST CHESTER,PA19382 		N/A PC Fund for Unpaid Internships 66,500

WEST CHESTER UNIVERSITY FOUNDATION

202 CARTER DR
WEST CHESTER,PA19382 		N/A PC The Ram Chefs Program Scholarship Fund 10,000

WEST CHESTER UNIVERSITY FOUNDATION

202 CARTER DR
WEST CHESTER,PA19382 		N/A PC West Chester's First Generation coaching and mentoring program 15,000

WEST PHILADELPHIA ALLIANCE FOR CHILDREN

4125 LANCASTER AVE 1ST FL
PHILADELPHIA,PA19104 		N/A PC Dolly Parton Imagination Library fund 5,000

WESTSIDE COMMUNITY CENTER

430 HANNUM AVE
WEST CHESTER,PA19380 		N/A PC General & Unrestricted 10,000

WILLIAMSON COLLEGE OF THE TRADES

106 S NEW MIDDLETOWN RD
MEDIA,PA19063 		N/A PC Scholarship fund 500,000

YOUNGMOMS

PO BOX 376
KENNETT SQ,PA19348 		N/A PC Life Skills Workshops & Cultivating Community Groups fund 20,000
Total .................................right arrow 3a 4,363,978
bApproved for future payment
Total ................................. right arrow 3b  
Form 990-PF (2024)
Form 990-PF (2024)
Page 12
Part XV-A
Analysis of Income-Producing Activities
Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
Related or exempt
function income
(See instructions.)
1Program service revenue: (a)
Business code 		(b)
Amount 		(c)
Exclusion code 		(d)
Amount
a
b
c
d
e
f
gFees and contracts from government agencies          
2 Membership dues and assessments ....          
3 Interest on savings and temporary cash
investments ........... 		    14 32,976  
4 Dividends and interest from securities ....     14 610,706  
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 -75,948  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
aK-1 Inc/Loss 		525990 376,192 14 536,049  
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 376,192 1,103,783  
13Total. Add line 12, columns (b), (d), and (e)..................
13
1,479,975
(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


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Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

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TY 2024 DepreciationSchedule
Name:
Justamere Foundation
EIN:
86-2670774
Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
Life (# of years)		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included

TY 2024 GeneralExplanationAttachment
Name:
Justamere Foundation
EIN:
86-2670774
Identifier Return Reference Explanation
FORM 926 FORM 926 THE FOUNDATION HAS PREPARED THIS FORM TO THE BEST OF ITS ABILITY BASED ON THE LIMITED INFORMATION PROVIDED TO IT BY THE INVESTMENT ON WHICH THE FOUNDATION IS REPORTING AND ON THE BASIS OF HAVING RECEIVED NO INFORMATION TO THE CONTRARY. ANY MISSING OR INCOMPLETE INFORMATION IS DUE TO THE FOUNDATION'S INABILITY TO OBTAIN SUCH INFORMATION AND IS NOT A WILLFUL ATTEMPT TO WITHHOLD SUCH INFORMATION.

TY 2024 InvestmentsCorpBondsSchedule
Name:
Justamere Foundation
EIN:
86-2670774
Name of Bond End of Year Book Value End of Year Fair Market Value
AECOM - 5.125% - 03/15/2027 248,417 252,131
BEACON ROOFING SUPPLY BOND REG 24,972 24,564
BERRY GLOBAL INC BOND REG S - 302,650 295,875
BLACK & DECKER INC - 6.272% - 45,373 44,988
BOYD GAMING - 4.750% - 12/01/2 225,993 217,529
CENTENE CORP - 4.625% - 12/15/ 110,148 108,759
CENTENE CORP DEL SER B - 4.250 163,220 167,845
CENTRAL GARDEN & PET CO NOTE - 213,906 233,597
CENTURY COMMUNITIES INC SER B 630,484 602,345
CITIGROUP INC - 4.300% - 11/20 164,100 169,440
CITIGROUP INC - 5.500% - 09/13 239,353 241,058
CLEVELAND-CLIFFS INCNEW SER B 285,544 273,441
CROWN AMERS LLC SER B - 4.750% 364,440 350,680
DEVON ENERGY CO - 5.875% - 06/ 121,229 120,658
ENCOMPASS - 4.750% - 02/01/203 157,140 165,594
ENCOMPASS HEAL TH - 5.750% - 0 150,304 146,780
ENPRO INDUSTRIES - 5.750% - 10 592,144 562,175
FREEPORT MCMORAN - 4.125% - 03 109,434 111,874
GOLDMAN SACHS GROUP - 4.250% - 73,211 74,587
GOODYEAR TIRE & RUBR - 5.000% 120,941 116,146
HCA 3.5% 09/01/2030 - 3.500% - 149,852 158,100
HCA INC - 5.875% - 02/15/2026 65,513 65,325
HILTON DOMESTIC - 5.750% - 05/ 100,325 99,977
HILTON DOMESTIC INC SER B - 4. 252,545 263,782
JOHN HOPKINS - 4.705% - 07/01/ 226,760 230,727
LOUISIANA PAC CORP BOND REG S 117,994 115,000
MANUFACTUREERS & TRADERS TR - 59,571 60,179
MANUFACTURERS AND - 3.400% - 0 81,363 81,593
NRG ENERGY INC SER B - 5.750% 173,695 174,380
OCCIDENTAL PETROLEUM - 5.550% 64,484 65,280
OSHKOSH CORP - 3.100% - 03/01/ 120,927 128,059
SCOTTS MIRACLE GRO CO NOTE - 5 332,393 316,802
STARWOOD PROPERT - 4.750% - 03 26,852 25,986
TELEFLEX INC - 4.625% - 11/15/ 42,460 44,577
TOLL BROS FIN CORP - 3.800% - 303,125 330,143
TOLL BROS FIN CORP - 4.875% - 117,823 119,894
TRUIST BANK - 2.250% - 03/11/2 87,066 85,415
UBER TECHNOLOGIES INC - 7.500% 245,125 244,274
WELLS FARGO & CO SER U MTN - 3 239,119 239,265

TY 2024 InvestmentsCorpStockSchedule
Name:
Justamere Foundation
EIN:
86-2670774
Name of Stock End of Year Book Value End of Year Fair Market Value
BENTLEY SYSTEMS INC CL B 6,032,358 7,116,613
INVESCO SENIOR LOAN ETF 164,986 164,451

TY 2024 InvestmentsOtherSchedule2
Name:
Justamere Foundation
EIN:
86-2670774
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
BAIN CAPITAL CREDIT CLO MANAGE   3,213,615 3,091,188
WCAS XIV NORSTELLA, L.P   288,660 289,943
WCAS XIV, L.P   745,451 891,567

TY 2024 OtherExpensesSchedule
Name:
Justamere Foundation
EIN:
86-2670774
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
Administrative Fees 93,683     93,683
Bank Charges 125 125    
Foundation Dues & Memberships 841     841
K-1 Exp CHURCHILL MIDDLE MARKE 31,960 31,960    
K-1 Exp WCAS XIV NORSTELLA, L. 4 4    
K-1 Exp WCAS XIV, L.P 99,206 99,206    
Office Supplies 1,920     1,920
Postage/Delivery Service 812     812
State or Local Filing Fees 25     25
Website Hosting/Support 580     580


TY 2024 OtherIncomeSchedule2
Name:
Justamere Foundation
EIN:
86-2670774
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
K-1 Inc/Loss BAIN CAPITAL CREDIT CLO MANAGEMENT ( 535,687 535,687  
K-1 Inc/Loss CHURCHILL MIDDLE MARKET SENIOR LOAN 376,239 47  
K-1 Inc/Loss WCAS XIV, L.P 315 315  


TY 2024 OtherProfessionalFeesSchedule
Name:
Justamere Foundation
EIN:
86-2670774
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
Investment Management Services 62,408 62,408    


TY 2024 TaxesSchedule
Name:
Justamere Foundation
EIN:
86-2670774
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
990-PF Estimated Tax for 2024 15,000      
990-PF Excise Tax for 2023 754      
990-PF Extension for 2023 1,700      
990-T Extension for 2023 29,600      
990-T Income Tax for 2023 37,289      
IRS MISCELLANEOUS FEE 1,693