Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
TJ BROWN & CA LUPTON FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 1629
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
FORT WORTH, TX761011629
A Employer identification number

75-0992690
B Telephone number (see instructions)

(817) 738-1804
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$37,029,827J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments 26,569 26,569  
4 Dividends and interest from securities... 681,485 681,485  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 577,126
b Gross sales price for all assets on line 6a 7,542,235
7 Capital gain net income (from Part IV, line 2)... 577,126
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 8,216 8,216  
12 Total. Add lines 1 through 11........ 1,293,396 1,293,396  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 20,000 5,000   15,000
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 52,860 18,563   34,298
c Other professional fees (attach schedule).... Click to see attachment 239,471 239,471   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 27,598 7,137   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 360 0   360
21 Travel, conferences, and meetings....... 800 0   800
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 669 227   442
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 341,758 270,398   50,900
25 Contributions, gifts, grants paid....... 1,756,833 1,756,833
26 Total expenses and disbursements. Add lines 24 and 25 2,098,591 270,398   1,807,733
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -805,195
b Net investment income (if negative, enter -0-) 1,022,998
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 349,837 239,866 239,866
2 Savings and temporary cash investments......... 3,409,734 3,484,893 3,484,893
3 Accounts receivable bullet32,337
Less: allowance for doubtful accounts bullet   42,765 32,337 32,337
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
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) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 25,175,536 Click to see attachment24,603,752 32,465,122
c Investments—corporate bonds (attach schedule)....... 1,019,548 Click to see attachment818,844 782,961
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet5,420
Less: accumulated depreciation (attach schedule) bullet5,420      
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment6,945 Click to see attachment24,648
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 29,997,420 29,186,637 37,029,827
Liabilities 17 Accounts payable and accrued expenses.......... 16,471 20,500
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 bullet) Click to see attachment9,617 Click to see attachment0
23 Total liabilities (add lines 17 through 22)......... 26,088 20,500
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 29,971,332 29,166,137
30 Total net assets or fund balances (see instructions)..... 29,971,332 29,166,137
31 Total liabilities and net assets/fund balances (see instructions). 29,997,420 29,186,637
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
29,971,332
2
Enter amount from Part I, line 27a .....................
2
-805,195
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
29,166,137
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
29,166,137
Form 990-PF (2015)
Form 990-PF (2015)
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 CAPITAL GAIN DISTRIBUTIONS P    
b PUBLICLY TRADED SECURITIES P    
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 229,134     229,134
b 7,313,101   6,965,109 347,992
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       229,134
b       347,992
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 577,126
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 1,923,823 40,129,670 0.047940
2013 1,685,440 37,288,648 0.045200
2012 1,582,264 34,218,736 0.046240
2011 1,510,756 34,982,621 0.043186
2010 1,661,187 32,616,084 0.050932
2
Total of line 1, column (d) .....................
20.233498
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years . . .
3
0.046700
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
38,725,392
5
Multiply line 4 by line 3......................
5
1,808,476
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
10,230
7
Add lines 5 and 6........................
7
1,818,706
8
Enter qualifying distributions from Part XII, line 4.............
8
1,807,733
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2015)
Form 990-PF (2015)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 20,460
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% 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 20,460
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 20,460
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 27,067
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 27,067
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 6,607
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet6,607 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • 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?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletCHARLES GEREN Telephone no.bullet (817) 738-1804

    Located atbulletPO BOX 1629FORT WORTHTX ZIP+4bullet761011629
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.......bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2015, 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 instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (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)?...............
    (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.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    ........bullet
    c
    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 2015?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 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 2015.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    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).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    Part VIII
    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
    KIT TENNISON MONCRIEF DIRECTOR
    1.00     		4,000 0 0
    PO BOX 1629
    FORT WORTH,TX76101
    WILLIAM E TUCKER DIRECTOR
    1.00     		4,000 0 0
    PO BOX 1629
    FORT WORTH,TX76101
    LEE LUPTON TENNISON DIRECTOR
    1.00     		4,000 0 0
    PO BOX 1629
    FORT WORTH,TX76101
    TAV HOLMES BERRY DIRECTOR
    1.00     		4,000 0 0
    PO BOX 1629
    FORT WORTH,TX76101
    CHARLES LUPTON GEREN DIRECTOR
    1.00     		4,000 0 0
    PO BOX 1629
    FORT WORTH,TX76101
    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...................bullet 0
    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
    WILKINSON O'GRADY & CO INC INVESTMENT MANAGEMENT FEES 65,281
    499 PARK AVENUE 7TH FLOOR
    NEW YORK,NY10022
    LUTHER KING CAPITAL MANAGEMENT INVESTMENT MANAGEMENT FEES 56,447
    301 COMMERCE ST 1600
    FORT WORTH,TX76102
    BANK OF AMERICA PRIVATE WEALTH MANAGEMENT INVESTMENT MANAGEMENT FEES 54,116
    PO BOX 830269
    DALLAS,TX75283
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-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 NONE 0
    2  
    3  
    4  
    Part IX-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 NONE 0
    2  
    All other program-related investments. See instructions.
    3 Click to see attachment 0
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    38,935,295
    b
    Average of monthly cash balances.......................
    1b
    311,018
    c
    Fair market value of all other assets (see instructions)................
    1c
    68,806
    d
    Total (add lines 1a, b, and c).........................
    1d
    39,315,119
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    39,315,119
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    589,727
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    38,725,392
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,936,270
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    1,936,270
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    20,460
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    20,460
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,915,810
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,915,810
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,915,810
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,807,733
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,807,733
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,807,733
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 1,915,810
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 1,759,503
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013......  
    e From 2014......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 1,807,733
    a Applied to 2014, but not more than line 2a 1,759,503
    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 2015 distributable amount..... 48,230
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2015. 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 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		1,867,580
    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
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013....  
    d Excess from 2014....  
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-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 2015, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2015 (b) 2014 (c) 2013 (d) 2012
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    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 X, 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 XV
    Supplementary Information (Complete this part only if the organization 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 bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    CHARLES GEREN
    PO BOX 1629
    FORT WORTH,TX76101
    (817) 738-1804
    bThe form in which applications should be submitted and information and materials they should include:
    WRITTEN APPLICATION ONLY
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    CHARITABLE PURPOSES WITHIN THE UNITED STATES
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AMON CARTER MUSEUM OF AMERICAN ART
    3501 CAMP BOWIE BLVD
    FORT WORTH,TX76107     		NONE PUBLIC CHARITABLE 20,000
    BLANTON MUSEUM OF ART UT AUSTIN
    200 E MARTIN LUTHER KING JR BLVD
    AUSTIN,TX78701     		NONE PUBLIC CULTURAL 10,000
    CASSATA LEARNING CENTER
    1400 HEMPHILL ST
    FORT WORTH,TX76104     		NONE PUBLIC EDUCATIONAL 5,000
    COOK CHILDREN'S MEDICAL CENTER
    801 7TH AVENUE
    FORT WORTH,TX76104     		NONE PUBLIC CHARITABLE 50,000
    FORT WORTH SYMPHONY
    330 E 4TH ST 200
    FORT WORTH,TX76102     		NONE PUBLIC CHARITABLE 75,000
    FORT WORTH ZOOLOGICAL ASSOCIATION INC
    1989 COLONIAL PARKWAY
    FORT WORTH,TX76110     		NONE PUBLIC CHARITABLE 150,000
    GILL CHILDREN'S SERVICES INC
    555 HEMPHILL STREET 200
    FORT WORTH,TX76104     		NONE PUBLIC CHARITABLE 10,000
    GOODFELLOW FUND
    PO BOX 1870
    FORT WORTH,TX76101     		NONE PUBLIC CHARITABLE 2,500
    JUBILEE THEATRE
    506 MAIN STREET
    FORT WORTH,TX76102     		NONE PUBLIC CULTURAL 15,000
    KERA CHANNEL 13
    3000 HARRY HINES BOULEVARD
    DALLAS,TX75201     		NONE PUBLIC EDUCATIONAL 5,000
    LENA POPE HOME
    3200 SANGUINET ST
    FORT WORTH,TX76107     		NONE PUBLIC CHARITABLE 25,000
    LIGHTHOUSE FELLOWSHIP CHURCH
    505 WESTERN HILLS PLZ
    MONTGOMERY,TX77356     		NONE PUBLIC CHARITABLE 10,000
    MD ANDERSON CANCER CENTER
    PO BOX 4486
    HOUSTON,TX77210     		NONE PUBLIC CHARITABLE 20,000
    MAKE-A-WISH FOUNDATION
    1407 TEXAS STREET SUITE 101
    FORT WORTH,TX76102     		NONE PUBLIC CHARITABLE 6,000
    MODERN ART MUSEUM
    3200 DARNELL ST
    FORT WORTH,TX76107     		NONE PUBLIC CHARITABLE 50,000
    OLD JAIL ART CENTER
    201 S 2ND ST
    ALBANY,TX76430     		NONE PUBLIC CHARITABLE 25,000
    PERFORMING ARTS FORT WORTH
    525 COMMERCE ST
    FORT WORTH,TX76102     		NONE PUBLIC CULTURAL 10,000
    SAVING HOPE FOUNDATION
    5500 CARUTH HAVEN LANE
    DALLAS,TX75225     		NONE PUBLIC PREVENTION OF CRUELTY AND ABUSE 50,000
    SECOND STAGE THEATRE
    305 WEST 43RD STREET
    NEW YORK,NY10036     		NONE PUBLIC CULTURAL 25,000
    TARRANT AREA FOOD BANK
    2600 CULLEN STREET
    FORT WORTH,TX76107     		NONE PUBLIC CHARITABLE 25,000
    TCU - STADIUM
    TCU BOX 297140
    FORT WORTH,TX76129     		NONE PUBLIC CHARITABLE 1,110,000
    TEXAS RE-ENTRY SERVICES
    1408 ST LOUIS AVE
    FORT WORTH,TX76104     		NONE PUBLIC CHARITABLE 15,000
    THE GATEHOUSE
    2557 STONE MYERS PKWY
    GRAPEVINE,TX76051     		NONE PUBLIC CHARITABLE 33,333
    ZACH THEATRE
    1510 TOOMEY ROAD
    AUSTIN,TX78704     		NONE PUBLIC CULTURAL 10,000
    Total .................................bullet 3a 1,756,833
    bApproved for future payment
    COOK CHILDREN'S MEDICAL CENTER
    801 7TH AVENUE
    FORT WORTH,TX76104     		NONE PUBLIC CHARITABLE 200,000
    MD ANDERSON CANCER CENTER
    PO BOX 4486
    HOUSTON,TX77210     		NONE PUBLIC CHARITABLE 80,000
    NATIONAL COWGIRL MUSEUM AND HALL OF FAME
    1720 GENDY STREET
    FORT WORTH,TX76107     		NONE PUBLIC CHARITABLE 285,000
    SMU - NATIONAL CENTER FOR ARTS RESEARCH
    PO BOX 750356
    DALLAS,TX75275     		NONE PUBLIC CULTURAL 5,000
    TCU - STADIUM
    TCU BOX 297140
    FORT WORTH,TX76129     		NONE PUBLIC CHARITABLE 10,000
    Total .................................bullet 3b 580,000
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		    14 26,569  
    4 Dividends and interest from securities....     14 681,485  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property     		         
    7 Other investment income.....     15 8,216  
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 577,126  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 1,293,396 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,293,396
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-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 (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.

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


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AccountingFeesSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT AND TAX RETURN PREPARATION 28,110 0   28,110
    BOOKKEEPING 24,750 18,563   6,188

    TY 2015 AllOthProgRltdInvestmentsSch
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Category Amount
    NONE 0

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Name of Bond End of Year Book Value End of Year Fair Market Value
    BANK OF AMERICA AGENCY - FIXED INCOME 108,144 41,326
    CITIGROUP - FIXED INCOME 710,700 741,635

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BANK OF AMERICA AGENCY 7,999,581 9,556,433
    CITIGROUP EQUITIES 5,530,552 7,745,174
    JP MORGAN CHASE BANK AGENCY 10,769,211 14,908,260
    MERRILL LYNCH - MUTUAL FUND 304,408 255,255

    TY 2015 OtherAssetsSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    MINERAL INTERESTS 12,056 12,056 24,648
    ACCUMULATED DEPLETION -12,056 -12,056  
    FEDERAL EXCISE TAX RECEIVABLE   6,945  


    TY 2015 OtherExpensesSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OFFICE EXPENSE 663 221   442
    OIL AND GAS EXPENSE 6 6   0


    TY 2015 OtherIncomeSchedule2
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OIL AND GAS ROYALTIES 8,216 8,216 8,216


    TY 2015 OtherLiabilitiesSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Description Beginning of Year - Book Value End of Year - Book Value
    FEDERAL EXCISE TAX PAYABLE 9,617 0


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEE 239,471 239,471   0


    TY 2015 TaxesSchedule
    Name:
    TJ BROWN & CA LUPTON FOUNDATION
    EIN:
    75-0992690
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAXES 20,461 0   0
    FOREIGN TAXES 5,564 5,564   0
    AD VALOREM TAXES 1,573 1,573   0