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
GUILDER FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)50 SOUTH SIXTH STREET 1500
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN55402

A Employer identification number

46-2693090

B Telephone number (see instructions)

(612) 492-6813

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

$126,286,449J 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...	1,411,295		1,437,889
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		4,766,598
b	Gross sales price for all assets on line 6a 35,927,201
7	Capital gain net income (from Part IV, line 2)...			5,629,731
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	78,570	2,139,395
12	Total. Add lines 1 through 11........	6,256,463		9,207,015
13	Compensation of officers, directors, trustees, etc.	30,000		15,000	15,000
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........	List of Attached Documents: // Content	8,024	4,012	4,012
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	65,655	46,529	10,298
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	657,822	502,384	155,438
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	1,288	29,255	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	4,383	2,179	2,204
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	767,172		599,359	186,952
25	Contributions, gifts, grants paid.......	10,700,000			10,700,000
26	Total expenses and disbursements. Add lines 24 and 25	11,467,172		599,359	10,886,952
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-5,210,709
b	Net investment income (if negative, enter -0-)			8,607,656
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.............	395,255	481,753	481,753
	2	Savings and temporary cash investments.........	1,879,421	1,384,587	1,384,587
	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)	5,583,286	List of Attached Documents: // Content 5,429,210	5,200,625
	b	Investments—corporate stock (attach schedule).......	9,237,266	List of Attached Documents: // Content 6,688,768	7,631,619
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	89,719,050	List of Attached Documents: // Content 87,619,251	111,587,865
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	106,814,278	101,603,569	126,286,449
	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........	0	0
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	106,814,278	101,603,569
	29	Total net assets or fund balances (see instructions).....	106,814,278	101,603,569
	30	Total liabilities and net assets/fund balances (see instructions).	106,814,278	101,603,569

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

106,814,278

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

-5,210,709

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

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

101,603,569

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 .

101,603,569

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	P	2024-01-01	2024-12-31
b	CAPITAL GAIN DISTRIB FROM PUBLICLY TRADED SEC.	P	2024-01-01	2024-12-31
c	CAPITAL LOSS FROM FOREIGN CORPORATION TERMINATION	P	2024-01-01	2024-12-31
d	CAPITAL GAINS FROM SCH K-1'S	P	2024-01-01	2024-12-31
e	CAPITAL GAINS FROM FOREIGN CORPORATIONS	P	2024-01-01	2024-12-31

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	33,501,523	29,478,196	4,023,327
b	457,791		457,791
c		819,274	-819,274
d	1,931,298		1,931,298
e	36,589		36,589

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			4,023,327
b			457,791
c			-819,274
d			1,931,298
e			36,589

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	5,629,731
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	119,646
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	119,646
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	119,646
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	82,543
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	70,000
d	Backup withholding erroneously withheld ..........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	152,543
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	32,897
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax32,897	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

SONNY MILLER Telephone no. right arrow

(612) 492-6813

Located at right arrow

50 SOUTH SIXTH STREET STE 1500MINNEAPOLISMN ZIP+4 right arrow

55402

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? ..............................

Yes

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-)
JOHN OTTERLEI	PRESIDENT/TREASURER/DIRECTOR 1.00	15,000
50 SOUTH SIXTH STREET STE 1500 MINNEAPOLIS,MN55402	PRESIDENT/TREASURER/DIRECTOR 1.00	15,000
SONNY MILLER	VICE PRESIDENT/SECRETARY/DIRECTOR 1.00	15,000
50 SOUTH SIXTH STREET STE 1500 MINNEAPOLIS,MN55402	VICE PRESIDENT/SECRETARY/DIRECTOR 1.00	15,000

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
CAMBRIDGE ASSOCIATES	INVESTMENT ADVISORY SERVICES	378,817
115 FEDERAL STREET SUITE 2600 BOSTON,MA021102112	INVESTMENT ADVISORY SERVICES	378,817
ARABELLA ADVISORS LLC	PHILANTHROPIC ADVISORY SERVICES	155,438
1828 L ST NW SUITE 300 WASHINGTON,DC20036	PHILANTHROPIC ADVISORY SERVICES	155,438
US BANK	FINANCIAL SERVICES	103,606
1555 N RIVERCENTER DR SUITE 300 MILWAUKEE,WI53212	FINANCIAL SERVICES	103,606

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

56,769,980

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

2,350,163

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

75,309,378

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

134,429,521

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

134,429,521

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

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

2,016,443

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

132,413,078

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

6,620,654

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

6,620,654

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

119,646

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

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

119,646

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

6,501,008

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

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

6,501,008

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

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

6,501,008

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 ..........

10,886,952

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. .......

10,886,952

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					6,501,008
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......				1,095,436
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: $ 10,886,952
a Applied to 2023, but not more than line 2a				1,095,436
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.....					6,501,008
e Remaining amount distributed out of corpus		3,290,508
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		3,290,508
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........					0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......		0
8 Excess distributions carryover from 2019 not applied on line 5 or line 7 (see instructions) ...		0
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		3,290,508
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....	3,290,508

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 email address of the person to whom applications should be addressed:

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

cAny submission deadlines:

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

Form 990-PF (2024)

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
FIDELITY CHARITABLE GIFT FUND PO BOX 770001 CINCINNATI,OH452770053	N/A	PC	GENERAL OPERATIONS	10,700,000
Total ................................. 3a				10,700,000

bApproved for future payment

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

Form 990-PF (2024)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities ....			14	1,411,295
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 .....			18	28,570
8 Gain or (loss) from sales of assets other than inventory ............			18	4,766,598
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aFEDERAL TAX REFUND			01	50,000
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		6,256,463	0

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

6,256,463

(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:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	65,655	46,529		10,298

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABORATORIES	64,239	60,673
ABBVIE INC	45,728	44,897
AEP TRANSMISSION CO LLC	64,497	61,939
ALEXANDRIA REAL ESTATE EQUITIES	51,397	44,298
ALIGN TECHNOLOGY INC	112,746	92,161
AMERICAN HONDA FINANCE	91,240	90,197
AMERICAN TOWER CORP	56,254	53,210
AMERISAFE INC	52,854	49,736
AMGEN INC	111,018	104,301
AMN HEALTHCARE SVCS INC	87,690	28,465
ANTHEM INC	90,788	92,839
ARES CAPITAL CORP	34,197	55,710
ASTRAZENECA PLC SR	43,016	42,504
AT T INC	64,946	65,102
BANK BONTREAL MEDIUM	45,170	45,102
BANK NOVA SCOTIA B	98,786	100,028
BANK OF AMERICA CORP	167,715	147,231
BHP BILLITON FIN USA LTD	81,414	81,245
BLACKROCK FUNDING INC	90,882	87,890
BLOCK INC CL A	251,846	261,344
BOSTON PROPERTIES LP	55,953	52,936
BRISTOL MYERS SQUIBB CO	44,727	44,624
CARRIER GLOBAL CORPORATION	55,184	54,780
CITIGROUP INC	165,785	143,807
CNH INDUSTRIAL CAPITAL LLC	40,455	40,888
COMCAST CORP NEW	164,221	146,506
CONSENSUS CLOUD SOLUTIONS INC COM	23,137	23,383
COSTAR GROUP INC	31,415	44,386
CSX CORP	39,633	38,443
CVS HEALTH CORP	44,769	41,228
DIGITALBRIDGE GROUP INC	143,730	118,045
ELEMENT SOLUTIONS INC	48,683	116,088
ENBRIDGE INC	89,885	90,935
ENERSYS	76,494	119,235
ETSY INC	178,939	134,552
FIFTH THIRD BANCORP	83,384	85,819
FIRSTCASH HLDGS INC	61,334	94,794
GARRETT MOTION INC	102,878	118,428
GOLDMAN SACHS GROUP INC	105,078	96,179
HANESBRANDS INC	99,862	117,989
HOWARD HUGHES HOLDINGS INC	38,591	59,998
HUDSON TECHNOLOGIES INC	71,550	39,311
INTERACTIVE BROKERS GROUP INC CL A	73,548	201,934
INTERNATIONAL MONEY EXPRESS	119,020	123,314
JOHN DEERE CAPITAL CORPORATION	136,917	132,771
JPMORGAN CHASE CO	131,206	141,539
K FORCE INC	101,966	95,256
KEMPER CORP	109,249	128,894
LOCKHEED MARTIN CORP	66,227	62,549
LOWES COS INC	67,007	66,590
MARRIOTT VACATIONS WORLD	61,997	67,350
MERCK CO INC	66,202	61,954
MICROSOFT CORP	66,814	61,540
MORGAN STANLEY	86,121	89,914
MSC INDL DIRECT CO INC CL A	51,786	64,607
NEXTERA ENERGY CAP HLDGS INC	65,713	62,478
NIKE INC	64,409	59,123
NV5 GLOBAL INC	26,009	42,955
ONESPAWORLD HOLDINGS LTD	71,602	203,378
PEGASYSTEMS INC	147,459	283,980
PLAYA HOTELS RESORTS NV	40,171	57,621
PNC FINANCIAL SERVICES	82,343	84,884
PROGRESSIVE CORP	82,085	79,933
PUBLIC SERVICE ELECTRIC	36,674	38,485
RUSH ENTERPRISES INC	43,160	138,893
SEMPRA	119,117	109,930
SHOE CARNIVAL INC	27,758	41,515
SIMON PPTY GROUP LP	107,617	103,149
STATE STR CORP	89,231	90,890
THERMON GROUP HOLDINGS INC	58,414	99,400
TOTALENERGIES CAPITAL S A	44,160	44,087
TREEHOUSE FOODS INC	86,545	74,124
TRUIST FINL CORP	91,086	90,524
UNIFIRST CORP MASS	40,265	42,773
UNITED PARCEL SVCS INC	45,210	42,878
UNITEDHEALTH GROUP INC	65,582	63,270
UPLAND SOFTWARE INC	100,581	30,098
VERIZON COMMUNICATIONS INC	108,756	94,766
VERTIV HOLDINGS CO	25,589	238,013
WASTE MANAGEMENT INC	43,854	40,497
WAYFAIR INC CLASS A	59,676	47,821
WELLTOWER INC	42,863	45,525
WESCO INTL INC COM	49,377	209,914
WORKDAY INC	113,792	175,202
ZEBRA TECHNOLOGIES CORPORATION CL A	99,500	166,075

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

GUILDER FOUNDATION

EIN:

46-2693090

US Government Securities - End of Year Book Value:

3,599,423

US Government Securities - End of Year Fair Market Value:

3,473,791

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

1,829,787

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

1,726,834

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
AMG FRONTIER SMALL CAP GROWTH Z	AT COST	2,795,776	2,434,197
ARTISAN INTL VALUE FUND INS	AT COST	1,726,175	2,678,485
CA INTERNATIONAL EQ LP	AT COST	2,500,000	2,484,314
DFA EMERGING MARKETS VALUE	AT COST	3,396,896	3,899,439
FUND 1	AT COST	291,000	316,639
FUND 10	AT COST	642,685	625,444
FUND 13	AT COST	2,260,691	2,631,458
FUND 14	AT COST	781,079	859,799
FUND 16	AT COST	239,243	153,538
FUND 17	AT COST	3,500,000	7,067,443
FUND 18	AT COST	911,625	690,558
FUND 19	AT COST	700,000	886,799
FUND 2	AT COST	200,000	168,110
FUND 20	AT COST	89,858	51,057
FUND 21	AT COST	1,300,000	1,436,681
FUND 22	AT COST	2,486,305	2,759,603
FUND 23	AT COST	90,454	110,082
FUND 24	AT COST	1,436,913	2,822,649
FUND 25	AT COST	1,141,213	1,530,836
FUND 26	AT COST	624,985	586,565
FUND 27	AT COST	3,800,000	6,004,219
FUND 28	AT COST	1,028,696	1,362,938
FUND 29	AT COST	402,576	505,107
FUND 3	AT COST	718,461	700,526
FUND 31	AT COST	1,635,784	2,334,630
FUND 32	AT COST	588,773	657,872
FUND 33	AT COST	2,758,958	2,626,184
FUND 34	AT COST	1,200,000	1,517,737
FUND 35	AT COST	774,911	778,447
FUND 36	AT COST	912,500	1,124,569
FUND 37	AT COST	560,000	492,623
FUND 38	AT COST	335,000	329,978
FUND 39	AT COST	2,062,500	3,892,285
FUND 4	AT COST	210,000	99,720
FUND 41	AT COST	515,900	1,147,311
FUND 42	AT COST	428,420	1,019,567
FUND 43	AT COST	564,180	796,346
FUND 44	AT COST	973,954	1,006,944
FUND 45	AT COST	368,680	661,868
FUND 46	AT COST	84,950	84,950
FUND 47	AT COST	0	371,689
FUND 49	AT COST	479,782	741,554
FUND 5	AT COST	1,000,000	1,046,700
FUND 50	AT COST	70,243	230,151
FUND 51	AT COST	1,300,000	2,108,717
FUND 52	AT COST	26,758	26,758
FUND 53	AT COST	1,300,000	3,087,781
FUND 54	AT COST	74,836	89,331
FUND 55	AT COST	1,003,341	1,494,592
FUND 56	AT COST	700,000	1,466,964
FUND 57	AT COST	1,406,843	3,350,967
FUND 58	AT COST	5,586	3,793
FUND 6	AT COST	1,300,000	1,498,507
FUND 60	AT COST	1,300,000	1,237,668
FUND 61	AT COST	2,600,000	2,600,000
FUND 63	AT COST	1,200,000	1,340,325
FUND 64	AT COST	1,200,000	1,267,251
FUND 7	AT COST	270,000	238,861
FUND 8	AT COST	411,898	325,578
GMO CLIMATE CHANGE FUND CLASS III	AT COST	2,582,350	1,554,957
GQG PARTNERS US SELECT QUALITY EQ	AT COST	1,479,845	2,695,077
ISHARES CORE MSCI EMERGING MKTS	AT COST	645,340	633,899
ISHARES CORE U.S. AGGREGATE BOND	AT COST	2,864,356	2,798,763
LSV VALUE EQUITY FUND	AT COST	2,842,460	3,085,890
VANGUARD FTSE DEVELOPED MARKETS	AT COST	611,873	633,328
VANGUARD REAL ESTATE	AT COST	1,365,664	1,390,361
VANGUARD S P 500 ETF	AT COST	10,568,075	12,596,300
VANGUARD TOTAL BOND MARKET INDEX ADM	AT COST	23	23
VANGUARD TOTAL WORLD STOCK INDEX	AT COST	1,970,837	2,334,563

- TIN:

TY 2024 LegalFeesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	8,024	4,012		4,012

- TIN:

TY 2024 OtherExpensesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
INSURANCE	4,041	2,021	2,021
MINNESOTA FILING FEE	25	0	25
OTHER EXPENSES (BANK CHARGES, CELL PHONE EXP)	317	158	158

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
OTHER INCOME FROM SCHEDULE K-1'S	0	697,548	0
DIVIDENDS FROM FOREIGN CORPORATIONS	0	1,413,277	0
HOLDBACK DISTRIBUTION FROM FUND 52	28,570	28,570	28,570
FEDERAL TAX REFUND	50,000		50,000

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
ACCOUNT 2 INVESTMENT ADVISORY FEES	19,961	19,961	0
INVESTMENT ADVISORY FEES	378,817	378,817	0
ACCOUNT 3 BANK FEES	103,606	103,606	0
PHILANTHROPIC ADVISORY SERVICES	155,438	0	155,438

- TIN:

TY 2024 TaxesSchedule

Name:

GUILDER FOUNDATION

EIN:

46-2693090

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNT 3 FOREIGN TAXES PAID	0	27,967		0
ACCOUNT 2 FOREIGN TAXES PAID	1,288	1,288		0