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
Cleveland Avenue Fund

Number and street (or P.O. box number if mail is not delivered to street address)1321 Upland Drive 8275
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Houston, TX770434718

A Employer identification number

83-2871250

B Telephone number (see instructions)

(325) 670-9011

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

$46,126,646J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	688,115		688,115
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10	List of Attached Documents: // Content	1,821,481
b	Gross sales price for all assets on line 6a 14,515,602
7	Capital gain net income (from Part IV, line 2)...			1,821,422
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	72,032	71,827
12	Total. Add lines 1 through 11........	2,581,628		2,581,364
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).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	3,900	1,950	1,950
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	104,980	104,980	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	21,482	2,482	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	27,505	24,534	1,976
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	157,867		133,946	3,926
25	Contributions, gifts, grants paid.......	2,011,973			2,011,973
26	Total expenses and disbursements. Add lines 24 and 25	2,169,840		133,946	2,015,899
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	411,788
b	Net investment income (if negative, enter -0-)			2,447,418
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

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

Form 990-PF (2024)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	541,857	1,758,022	1,758,022
	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)	5,330,200	List of Attached Documents: // Content 5,431,569	5,346,492
	b	Investments—corporate stock (attach schedule).......	27,746,223	List of Attached Documents: // Content 25,519,564	33,056,060
	c	Investments—corporate bonds (attach schedule).......	3,630,703	List of Attached Documents: // Content 4,863,422	4,436,639
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	1,245,867	List of Attached Documents: // Content 1,334,061	1,421,392
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	List of Attached Documents: // Content 90,569	List of Attached Documents: // Content 90,569	List of Attached Documents: // Content 108,041
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	38,585,419	38,997,207	46,126,646
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	38,585,419	38,997,207
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	0
	29	Total net assets or fund balances (see instructions).....	38,585,419	38,997,207
	30	Total liabilities and net assets/fund balances (see instructions).	38,585,419	38,997,207

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) ...............

38,585,419

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

411,788

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

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

38,997,207

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 .

38,997,207

Form 990-PF (2024)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation
1 a	Publicly traded securities	P
b	Capital gain distributions	P
c	From Sch K-1 (Form 1065)	P
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	13,537,208	12,694,121	843,087
b	971,122		971,122
c	7,213		7,213
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			843,087
b			971,122
c			7,213
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	1,821,422
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	34,019
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	34,019
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	34,019
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	17,712
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	24,000
d	Backup withholding erroneously withheld ..........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	41,712
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	7,693
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax7,693	Refunded	11	0

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?.........

Yes

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

Yes

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 Click to see attachment

List of Attached Documents:

// Content

.................

Yes

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

Blazek Vetterling Telephone no. right arrow

(713) 439-5700

Located at right arrow

2900 Weslayan Ste 200HoustonTX ZIP+4 right arrow

77027

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)

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)

(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
Jane Varner Beard	President 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	President 1.00	0	0	0
Russell C Beard	Secretary, Treasurer 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Secretary, Treasurer 1.00	0	0	0
Sterling C Beard	Vice President 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Vice President 1.00	0	0	0
Hudson Beard MD	Vice President 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Vice President 1.00	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
Bessemer Trust	Investment management	97,935
1271 6th Avenue New York,NY10020	Investment management	97,935

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...................

43,083,610

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

792,274

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

1,529,433

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

45,405,317

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.........................

45,405,317

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

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

681,080

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

44,724,237

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

2,236,212

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..................

2,236,212

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

34,019

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

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

34,019

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

2,202,193

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

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

2,202,193

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

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

2,202,193

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 ..........

2,015,899

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. .......

2,015,899

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				2,202,193
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......			2,011,973
b Total for prior years:20 , 20, 20		0
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........	0
4Qualifying distributions for 2024 from Part
XI, line 4: $ 2,015,899
a Applied to 2023, but not more than line 2a			2,011,973
b Applied to undistributed income of prior years (Election required—see instructions).....		0
c Treated as distributions out of corpus (Election required—see instructions)........	0
d Applied to 2024 distributable amount.....				3,926
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2024.	0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5	0
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........		0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......		0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........		0
e Undistributed income for 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........				2,198,267
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......	0
8 Excess distributions carryover from 2019 not applied on line 5 or line 7 (see instructions) ...	0
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2020....
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....

Form 990-PF (2024)

Page 10

Part XIII

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

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

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

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

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

Part XIV

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

1Information Regarding Foundation Managers:

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

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

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

Check here right arrow

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

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

Administrator The Cleveland Avenue
1321 Upland Drive 8275
Houston,TX770434718
(325) 670-9011
admin@tcafund.org

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

Applicants will be provided an application form upon request. The information requested from applicants will include: verification of public charity status, program/project details and grantee organization financial information.

cAny submission deadlines:

September 30

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

None

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
The Bessemer Giving Fund 100 Woodbridge Center Drive Woodbridge,NJ07095	N/A	PC	General support	2,011,973
Total ................................. 3a				2,011,973

bApproved for future payment

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

Form 990-PF (2024)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities ....			14	688,115
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 ............	525990	59	18	1,821,422
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aFrom Sch K-1 (Form 1065)	525990	205	14	71,827
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		264		2,581,364	0

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

2,581,628

(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:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Tax compliance	3,900	1,950		1,950

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2024 GainLossSaleOtherAssetsSch

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
		Purchased			59		Cost	0	59

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name of Bond	End of Year Book Value	End of Year Fair Market Value
American Express Co Callable 10/30/2025 @ 100.000 6.338% Due 10/30/2026	95,073	96,177
Truist Due 10/30/2026 Financial Corp Callable 06/08/2026 @ 100.000 6.047% Du	90,000	91,422
William Companies Inc Callable 03/15/2027 @ 100.000 3.750% Due 06/15/2027	88,094	92,565
Air Lease Corp Callable 11/15/2027 @ 100.000 5.850% Due 12/15/2027	99,082	102,523
Charles Schwab Corp Callable 01/20/2028 @ 100.000 2.000% Due 03/20/2028	34,106	31,157
Florida Power & Light Co Due 03/20/2028 Power & Light Co Callable 03/15/2028	109,921	109,894
Citigroup Inc Callable 07/24/2027 @ 100.000 3.668% Due 07/24/2028	116,765	106,497
Toyota Motor Credit Corp Not Callable 5.250% Due 09/11/2028	93,157	92,386
Southern Cal Edison Callable 09/01/2028 @ 100.000 5.650% Due 10/01/2028	88,140	90,087
Public Service Enterpris Callable 09/15/2028 @ 100.000 5.875% Due 10/15/2028	97,803	99,022
Public Storage Callable 09/09/2028 @ 100.000 1.950% Due 11/09/2028 A2/A	105,147	94,491
Energy Transfer LP Callable 11/01/2028 @ 100.000 6.100% Due 12/01/2028	87,008	90,356
Capital One Financial Co Callable 02/01/2028 @ 100.000 5.468% Due 02/01/2029	102,867	106,762
Pacific Gas & Electric Callable 04/15/2029 @ 100.000 5.550% Due 05/15/2029	90,882	91,458
Jpmorgan Chase & Co Callable 06/01/2028 @ 100.000 2.069% Due 06/01/2029	53,274	48,130
Broadcom Inc Callable 06/12/2029 @ 100.000 5.050% Due 07/12/2029	100,009	100,373
Jpmorgan Chase & Co Callable 07/23/2028 @ 100.000 4.203% Due 07/23/2029	59,283	52,569
Paypal Holdings Inc Callable 07/01/2029 @ 100.000 2.850% Due 10/01/2029	100,764	91,378
Chenier Corp Christi Hd Callable 05/18/2029 @ 100.000 3.700% Due 11/15/2029	88,552	90,117
Diamondback Energy Inc Callable 12/30/2029 @ 100.000 5.150% Due 01/30/2030	87,700	85,166
Marsh & Mclennan Cos Inc Callable 02/15/2030 @ 100.000 4.650% Due 03/15/2030	84,636	83,969
Texas Instruments Inc Callable 02/04/2030 @ 100.000 1.750% Due 05/04/2030	98,006	99,266
Goldman Sachs Group Inc Callable 10/23/2029 @ 100.000 4.692% Due 10/23/2030	84,939	83,260
Huntington Bancshares Callable 01/15/2030 @ 100.000 5.272% Due 01/15/2031	85,108	85,005
CVS Health Corp Callable 11/30/2030 @ 100.000 5.250% Due 01/30/2031	89,221	86,957
L3Harris Tech Inc Callable 04/01/2031 @ 100.000 5.250% Due 06/01/2031	89,933	90,118
Laboratory Corp Of Amer Callable 02/01/2032 @ 100.000 4.550% Due 04/01/2032	89,472	86,077
BP Cap Markets America Callable 11/13/2032 @ 100.000 4.812% Due 02/13/2033	103,681	100,346
Bank Of America Corp Callable 07/22/2032 @ 100.000 5.015% Due 07/22/2033	87,159	85,342
Corebridge Financial Inc Callable 10/15/2033 @ 100.000 5.750% Due 01/15/2034	87,418	88,619
Elevance Health Inc Callable 03/15/2034 @ 100.000 5.375% Due 06/15/2034	89,097	88,161
Morgan Stanley Callable 01/18/2034 @ 100.000 5.466% Due 01/18/2035	89,336	84,562
US Bancorp Callable 11/03/2031 @ 100.000 2.491% Due 11/03/2036	100,000	81,186
Sumitomo Mitsui Finl Grp Not Callable 2.632% Due 07/14/2026	100,471	95,019
Pfizer Investment Enter Callable 04/19/2028 @ 100.000 4.450% Due 05/19/2028	76,224	75,334
BHP Billiton Fin Usa Ltd Callable 08/08/2028 @ 100.000 5.100% Due 09/08/2028	159,144	161,506
Ow Credit Income Fund 30-day SEC Yield 5.59%	1,561,950	1,199,382

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name of Stock	End of Year Book Value	End of Year Fair Market Value
Alphabet Inc Class C	330,693	432,298
Meta Platforms Inc	136,478	289,241
Take-2 Interactive	100,878	143,582
Amazon.Com Inc	281,613	406,968
Autozone Inc	28,142	35,222
Hilton Worldwide Holdings	38,567	108,997
Lowes Cos Inc	73,733	86,380
Mercadolibre Inc	83,047	96,925
O'Reilly Auto Inc New	55,196	60,475
Costco Whsl Corp New	46,554	87,961
Walmart Inc	80,367	147,902
Conocophillips	101,759	147,366
Schlumberger Ltd	147,190	105,626
Apollo Global Management I	76,642	81,754
Bank Of America Corp	114,158	184,018
Brookfield Corporation	86,736	109,729
Fiserv Inc	125,768	165,363
Intercontinental Exchg Inc	131,509	178,812
Jpmorgan Chase & Co	131,152	210,944
MSCI Inc	140,302	142,202
S&P Global Inc.	53,932	77,692
Visa Inc	198,414	314,143
Cencora Inc	80,543	103,128
Danaher Corp	126,876	136,123
Mckesson Corp	118,177	123,100
Thermo Fisher Scientific	105,231	124,334
Unitedhealth Group Inc	176,860	240,789
Builders Firstsource Inc	34,200	24,298
Copart Inc	29,234	61,120
Eaton Corp Plc	28,022	65,710
Howmet Aerospace Inc	37,889	116,479
Northrop Grumman Corp	72,883	85,880
Old Dominion Freight	37,605	30,340
Ow Small & MidCap Strategies Fund	4,872,943	4,906,802
Transunion	120,555	165,023
Apple Inc	213,612	482,809
Applied Materials	71,023	67,979
Broadcom Inc	94,082	132,148
Fortinet Inc	90,336	121,406
Gartner Inc Cl A	108,036	140,011
Marvell Technology Inc	68,444	154,077
Microsoft Corp	252,225	517,602
Motorola Solutions Inc	89,824	159,469
Nvidia Corp	93,360	472,700
NXP Semiconductors Nv	77,529	65,888
CRH Plc	61,119	80,492
CBRE Group Inc	59,035	58,949
Prologis Inc	41,940	34,986
Ameren Corp	88,792	98,232
Nextera Energy Inc	87,067	81,726
Lvmh Moet Hennessy Vuitton	84,650	92,430
Alimentation Couche-Tard I	105,365	117,425
Ashtead Group	103,095	95,083
ASML Holding	45,566	70,509
Constellation Software	85,870	101,914
Ow Large Cap Strategies Fd	11,976,055	15,392,942
Alphabet Inc Class C	95,573	153,685
Comcast Corp Cl A New	27,918	19,928
Meta Platforms Inc	36,567	75,530
Verizon Communications	47,933	34,951
Amazon.Com Inc	88,089	125,052
Genuine Parts Co	14,063	17,163
Home Depot	41,703	49,012
McDonald's Corp	27,853	32,757
Ross Stores Inc	7,119	11,496
Coca-Cola Company	16,428	21,230
Costco Whsl Corp New	13,305	32,069
Kenvue Inc	11,253	11,272
Pepsico Inc	9,930	11,100
Philip Morris Intl Inc	30,736	37,067
Procter & Gamble Co	15,918	19,950
Target Corp	20,710	16,221
The Hershey Company	6,586	7,790
Walmart Inc	26,464	47,885
Chevron Corp	21,132	33,602
Exxon Mobil Corp	30,583	28,506
Kinder Morgan Inc	32,795	42,470
Bank Of America Corp	33,674	51,069
Blackstone Inc	15,431	40,173
Jpmorgan Chase & Co	36,249	83,179
Metlife Inc Com	30,515	38,074
Morgan Stanley Grp Inc	33,457	40,984
Prudential Financial	19,746	24,298
Truist Financial Corp	18,519	20,128
Visa Inc	31,937	49,302
Abbott Laboratories	31,408	33,141
Abbvie Inc	22,899	43,891
Agilent Technologies	25,271	30,763
Elevance Health Inc	9,924	12,911
Intuitive Surgical	19,269	42,278
Johnson & Johnson	24,006	21,403
Lilly Eli & Co	33,812	46,320
Medtronic Plc	12,688	9,985
Merck & Co Inc New	30,098	36,509
UnitedHealth Group Inc	33,003	31,363
Ametek Inc New	18,196	24,695
Automatic Data Processing	6,643	14,051
Caterpillar Inc	23,424	29,383
Deere & Co	8,800	10,592
Eaton Corp Plc	13,770	44,802
Honeywell Intl Inc	26,420	32,302
Howmet Aerospace Inc	15,237	33,904
Illinois Tool Works Inc	8,693	11,156
Northrop Grumman Corp	16,799	22,995
Pentair Plc	28,780	29,688
Union Pacific Corp	25,202	27,364
Waste Management Inc New	15,095	27,039
Apple Inc	106,272	214,609
Broadcom Inc	22,476	137,944
Fortinet Inc	19,259	41,854
KLA Corporation	10,121	31,506
Microsoft Corp	125,814	242,362
Motorola Solutions Inc	16,456	53,618
Nvidia Corp	26,035	220,235
TE Connectivity Plc	10,833	16,155
Texas Instruments Inc	21,709	23,438
CRH Plc	31,018	39,783
Alexandria Real Est Eq Inc	17,946	10,730
American Tower Corp	16,795	12,471
Simon Prop Group	28,070	43,052
Duke Energy Hldg Corp	28,920	33,399
Nextera Energy Inc	26,111	26,812
WEC Energy Group Inc	20,328	21,629
Live Nation Entertmnt Inc	35,423	55,814
Dollarama Inc	28,082	73,392
Pool Corp	16,078	15,683
Wyndham Hotels & Resorts	36,231	42,835
BJ's Wholesale Club Holdin	43,646	63,438
US Foods Holding Corp	34,111	94,241
Spdr S&P Oil & Gas Explora	21,696	21,311
Nasdaq Inc.	45,693	74,681
Ryan Specialty Holdngs Inc	48,030	65,764
Spdr S&P Regional Bk Etf	18,783	16,898
Tradeweb Markets Inc	41,337	80,908
WEX Inc	34,023	35,414
Avantor Inc	74,405	60,976
Cooper Cos Inc/The	44,137	53,411
Idexx Labs Corp	31,836	29,354
Medpace Holdings	54,109	60,133
Steris Plc	60,608	71,946
Booz Allen Hamilton Hldgs	50,081	59,330
BWX Technologies Inc	29,493	35,867
Carlisle Cos	27,743	52,744
Clean Harbors Inc	47,341	77,787
Core & Main Inc	47,892	52,182
Equifax Inc	38,040	55,302
Saia Inc Com	36,135	55,143
Willscot Holdings Corp	59,574	42,548
ASM International Nv	10,609	20,899
CCC Intelligent Solutions	35,832	36,210
CDW Corp/De	50,211	61,784
Entegris Inc	46,579	35,760
Keysight Technologies Inc	70,038	70,355
Manhattan Associates Inc	46,296	65,127
Nice Ltd Adr	74,989	61,651
Sba Communications Corp	38,691	36,887
Utilities Select Sect Spdr	21,133	22,707

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

Cleveland Avenue Fund

EIN:

83-2871250

US Government Securities - End of Year Book Value:

5,431,569

US Government Securities - End of Year Fair Market Value:

5,346,492

State & Local Government Securities - End of Year Book Value:

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

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
BlueArc Diversified Hedge Fund	AT COST	500,050	575,604
Fifth Avenue Private Equity 17 LLC	AT COST	199,697	214,940
Kayne Anderson Real Estate Debt IV, LP	AT COST	634,314	630,848

- TIN:

TY 2024 OtherAssetsSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
Life insurance policy	90,569	90,569	108,041

- TIN:

TY 2024 OtherExpensesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
From Sch K-1 (Form 1065)	25,529	24,534	0
Insurance expense	1,961	0	1,961
Bank fees	15	0	15

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
From Sch K-1 (Form 1065)	72,032	71,827	72,032

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment management fees	104,980	104,980		0

- TIN:

TY 2024 TaxesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Foreign tax	2,482	2,482		0
Federal and state excise tax	19,000	0		0