Form990-PF
Click to see attachment

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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2020
Open to Public Inspection
For calendar year 2020, or tax year beginning 01-01-2020 , and ending 12-31-2020
Name of foundation
BURNETT FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)801 CHERRY STREET NO 1500
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
FORT WORTH, TX76102
A Employer identification number

81-6523186
B Telephone number (see instructions)

(817) 877-3344
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... 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$247,108,237J 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) 335,478
2 Check bullet.............
3 Interest on savings and temporary cash investments 27,353 27,353  
4 Dividends and interest from securities... 1,470,662 1,470,662  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -1,682,206
b Gross sales price for all assets on line 6a 26,136,778
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 2,660,621 2,623,062  
12 Total. Add lines 1 through 11........ 2,811,908 4,121,077  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 113,609 0   113,609
15 Pension plans, employee benefits....... 88,583 0   88,366
16a Legal fees (attach schedule)......... Click to see attachment 10,900 1,216   13,577
b Accounting fees (attach schedule)....... Click to see attachment 140,656 126,362   20,728
c Other professional fees (attach schedule).... Click to see attachment 255,333 255,333   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 118,844 36,504   57
19 Depreciation (attach schedule) and depletion... Click to see attachment 1,988,416 1,987,112  
20 Occupancy.............. 25,681 0   26,382
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 5,653 733   4,920
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,747,675 2,407,260   267,639
25 Contributions, gifts, grants paid....... 37,560,068 24,612,518
26 Total expenses and disbursements. Add lines 24 and 25 40,307,743 2,407,260   24,880,157
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -37,495,835
b Net investment income (if negative, enter -0-) 1,713,817
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2020)
Form 990-PF (2020)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 20,742,346 2,871,593 2,871,593
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
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)....... 81,005,758 Click to see attachment94,050,443 94,050,443
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 107,535,534 Click to see attachment97,913,126 149,041,012
14 Land, buildings, and equipment: basis bullet21,289
Less: accumulated depreciation (attach schedule) bullet12,553 740 Click to see attachment8,736 8,736
15 Other assets (describe bullet) Click to see attachment941,948 Click to see attachment1,036,453 Click to see attachment1,136,453
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 210,226,326 195,880,351 247,108,237
Liabilities 17 Accounts payable and accrued expenses.......... 51,259 1,812
18 Grants payable................. 44,808,034 57,755,585
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 attachment780,656 Click to see attachment797,056
23 Total liabilities (add lines 17 through 22)......... 45,639,949 58,554,453
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions........... 164,586,377 137,325,898
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 164,586,377 137,325,898
30 Total liabilities and net assets/fund balances (see instructions). 210,226,326 195,880,351
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
164,586,377
2
Enter amount from Part I, line 27a .....................
2
-37,495,835
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
10,239,522
4
Add lines 1, 2, and 3 ..........................
4
137,330,064
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
4,166
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
137,325,898
Form 990-PF (2020)
Form 990-PF (2020)
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 2019-01-01 2020-12-31
b OZ OVERSEAS FUND P 2019-01-01 2020-12-31
c KING STREET P 2019-01-01 2020-12-31
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 26,106,726   27,784,726 -1,678,000
b 1,880   20,272 -18,392
c 28,172   13,986 14,186
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       -1,678,000
b       -18,392
c       14,186
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 -1,682,206
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
SECTION 4940(e) REPEALED ON DECEMBER 20, 2019 - DO NOT COMPLETE
1 Reserved
(a)
Reserved 		(b)
Reserved 		(c)
Reserved 		(d)
Reserved
2
Reserved...........................
2
3
Reserved...........................
3
4
Reserved...........................
4
5
Reserved...........................
5
6
Reserved...........................
6
7
Reserved...........................
7
8
Reserved,..........................
8
Form 990-PF (2020)
Form 990-PF (2020)
Page 4
Part VI
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 Bullet and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Reserved................................ 1 23,822
c All other domestic foundations enter 1.39% 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 23,822
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 23,822
6 Credits/Payments:
a 2020 estimated tax payments and 2019 overpayment credited to 2020 6a 324,805
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 60,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 384,805
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
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 10 360,983
11 Enter the amount of line 10 to be: Credited to 2021 estimated taxBullet360,983 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 the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • 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 2020 or the taxable year beginning in 2020? See the 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 (2020)
    Form 990-PF (2020)
    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 Click to see attachment.............
    11
    Yes
     
    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 ofbulletWHITLEY PENN LLP Telephone no.bullet (817) 259-9100

    Located atbullet640 TAYLOR ST STE 2200FORT WORTHTX ZIP+4bullet76102
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2020, 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 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
     
     
    ........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 2020?.............
    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 2020, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2020?.............
    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 2020 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 2020.)..................
    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 2020?
    4b
     
    No
    Form 990-PF (2020)
    Form 990-PF (2020)
    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:
    Yes
    No
    (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
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    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
    ANNE W MARION PARTIAL YEAR TRUSTEE
    1.00     		0 0 0
    801 CHERRY STREET STE 1500
    FORT WORTH,TX76102
    JOHN L MARION TRUSTEE
    1.00     		0 0 0
    801 CHERRY STREET STE 1500
    FORT WORTH,TX76102
    ANNE WINDFOHR GRIMES TRUSTEE
    1.00     		0 0 0
    801 CHERRY STREET STE 1500
    FORT WORTH,TX76102
    V NEILS AGATHER TRUSTEE
    2.00     		0 0 0
    801 CHERRY STREET STE 1500
    FORT WORTH,TX76102
    DEE KELLY JR TRUSTEE
    1.00     		0 0 0
    801 CHERRY STREET STE 1500
    FORT WORTH,TX76102
    TRISH DOSWELL TRUSTEE
    1.00     		0 0 0
    801 CHERRY STREET STE 1500
    FORT WORTH,TX76102
    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
    TERI PAQUETTE ADMIN. ASSISTANT
    40.00     		113,609 21,306 1,410
    801 CHERRY STREET SUITE 1500
    FORT WORTH,TX76102
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2020)
    Form 990-PF (2020)
    Page 7
    Part VIII
    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
    GLUCKMAN TANG ARCHITECTURE 3,889,854
    250 HUDSON STREET SUITE 306
    NEW YORK,NY10013
    WHITLEY PENN LLP ACCOUNTING 147,090
    640 TAYLOR STREET SUITE 2200
    FORT WORTH,TX76102
    DUNAWAY ASSOCIATES LP ENGINEERING 83,984
    550 BAILEY AVENUE SUITE 400
    FORT WORTH,TX76107
    VALOR MINERAL MANAGEMENT LLC OIL & GAS ROYALTY MANAGEMENT 83,346
    6300 RIDGLEA PLACE SUITE 212
    FORT WORTH,TX76116
    LINBECK GROUP LLC CONSTRUCTION 83,333
    1263 W ROSEDALE SUITE 202
    FORT WORTH,TX76104
    Total number of others receiving over $50,000 for professional services.............bullet1
    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 THE DIRECT ACTIVITY OF THE FOUNDATION IS THE PUBLIC DISPLAY OF WORKS OF ART IN A PUBLIC PARK. 0
    2 ALTHOUGH THE NUMBER OF INDIVIDUALS VIEWING THE WORKS OF ART ARE SUBSTANTIAL, NO RECORDS ARE MAINTAINED NOR CAN A REASONABLE ESTIMATE BE MADE. 4,920
    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  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2020)
    Form 990-PF (2020)
    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
    83,781,213
    b
    Average of monthly cash balances.......................
    1b
    4,195,538
    c
    Fair market value of all other assets (see instructions)................
    1c
    147,338,939
    d
    Total (add lines 1a, b, and c).........................
    1d
    235,315,690
    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
    235,315,690
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    3,529,735
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    231,785,955
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    11,589,298
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    11,589,298
    2a
    Tax on investment income for 2020 from Part VI, line 5......
    2a
    23,822
    b
    Income tax for 2020. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    23,822
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    11,565,476
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    11,565,476
    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
    11,565,476
    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
    24,880,157
    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
    24,880,157
    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
    24,880,157
    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 (2020)
    Form 990-PF (2020)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2019     		(c)
    2019     		(d)
    2020
    1 Distributable amount for 2020 from Part XI, line 7 11,565,476
    2 Undistributed income, if any, as of the end of 2020:
    a Enter amount for 2019 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2020:
    a From 2015......  
    b From 2016......  
    c From 2017...... 7,540,501
    d From 2018...... 13,920,075
    e From 2019...... 10,252,385
    fTotal of lines 3a through e........ 31,712,961
    4Qualifying distributions for 2020 from Part
    XII, line 4: bullet$ 24,880,157
    a Applied to 2019, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2020 distributable amount..... 11,565,476
    e Remaining amount distributed out of corpus 13,314,681
    5 Excess distributions carryover applied to 2020. 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 45,027,642
    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 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2020. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2021 ..........     		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 2015 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2021.
    Subtract lines 7 and 8 from line 6a ......     		45,027,642
    10 Analysis of line 9:
    a Excess from 2016....  
    b Excess from 2017.... 7,540,501
    c Excess from 2018.... 13,920,075
    d Excess from 2019.... 10,252,385
    e Excess from 2020.... 13,314,681
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 2020, 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) 2020 (b) 2019 (c) 2018 (d) 2017
             
    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 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 bullet
    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 (2020)
    Form 990-PF (2020)
    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
    AMERICAN QUARTER HORSE FOUNDATION
    PO BOX 200
    AMARILLO,TX79168     		  PC GENERAL SUPPORT 4,169,104
    CITY OF FORT WORTH BURNETT PARK
    1000 THROCKMORTON ST
    FORT WORTH,TX76102     		  GOV GENERAL SUPPORT 170,000
    COWBOY HERITAGE ASSOCIATION
    300 CHUCKWAGON TRL
    AZLE,TX76020     		  PC GENERAL SUPPORT 20,000
    EVENT FACILITIES FORT WORTH INC
    115 W 2ND ST STE 210
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 12,500,000
    FORT WORTH ART ASSOCIATION
    3200 DARNELL ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 1,250,000
    FORT WORTH CHAMBER DEVELOPMENT FOUNDATION
    777 TAYLOR ST STE 900
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 65,000
    FORT WORTH MUSEUM OF SCIENCE & HISTORY
    1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 250,000
    FORT WORTH OPERA ASSOCIATION
    1300 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 100,000
    FORT WORTH REPORT
    201 MAIN ST STE 2500
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 350,000
    FORT WORTH SYMPHONY
    330 E FOURTH ST STE 200
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 100,000
    GEORGIA O'KEEFFE MUSEUM
    217 JOHNSON ST
    SANTA FE,NM87501     		  PC GENERAL SUPPORT 4,703,414
    MAKE A WISH FOUNDATION
    4742 N 24TH ST STE 400
    PHOENIX,AZ85016     		  PC GENERAL SUPPORT 50,000
    NATIONAL COWBOY & WESTERN HERITAGE MUSEUM
    1700 NE 63RD ST
    OKLAHOMA CITY,OK73111     		  PC GENERAL SUPPORT 100,000
    NATIONAL COWGIRL MUSEUM & HALL OF FAME
    1720 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 275,000
    RANCHING HERITAGE ASSOCIATION
    PO BOX 43200
    LUBBOCK,TX79409     		  PC GENERAL SUPPORT 100,000
    TEXAS AND SOUTHWESTERN CATTLE RAISERS FOUNDATION
    1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 160,000
    TEXAS BALLET THEATER
    1540 MALL CIR
    FORT WORTH,TX76116     		  PC GENERAL SUPPORT 100,000
    TEXAS TECH UNIVERSITY
    PO BOX 45025
    LUBBOCK,TX79409     		  PC GENERAL SUPPORT 150,000
    Total .................................bullet 3a 24,612,518
    bApproved for future payment
    CALVARY HOSPITAL
    1740 EASTCHESTER RD
    BRONX,NY10461     		  PC GENERAL SUPPORT 2,000,000
    CITY OF FORT WORTH BURNETT PARK
    1000 THROCKMORTON ST
    FORT WORTH,TX76102     		  GOV GENERAL SUPPORT 170,000
    COWBOY HERITAGE ASSOCIATION
    300 CHUCKWAGON TRL
    AZLE,TX76020     		  PC GENERAL SUPPORT 40,000
    EISENHOWER MEDICAL CENTER
    39000 BOB HOPE DR
    RANCHO MIRAGE,CA92270     		  PC GENERAL SUPPORT 20,000,000
    FORT WORTH MUSEUM OF SCIENCE & HISTORY
    1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 250,000
    FORT WORTH OPERA ASSOCIATION
    1300 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 100,000
    FORT WORTH REPORT
    201 MAIN ST STE 2500
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 900,000
    FORT WORTH SYMPHONY
    330 E FOURTH ST STE 200
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 100,000
    GEORGIA O'KEEFFE MUSEUM
    217 JOHNSON ST
    SANTA FE,NM87501     		  PC GENERAL SUPPORT 2,600,000
    MAKE A WISH FOUNDATION
    4742 N 24TH ST STE 400
    PHOENIX,AZ85016     		  PC GENERAL SUPPORT 50,000
    NATIONAL COWGIRL MUSEUM & HALL OF FAME
    1720 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 275,000
    TEXAS AND SOUTHWESTERN CATTLE RAISERS FOUNDATION
    1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 160,000
    TEXAS BALLET THEATER
    1540 MALL CIR
    FORT WORTH,TX76116     		  PC GENERAL SUPPORT 100,000
    Total .................................bullet 3b 26,745,000
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 27,353  
    4 Dividends and interest from securities....     14 1,470,662  
    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 ............     		900000 -6,365 18 -1,675,841  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aEARNINGS FROM BSF FOUNDATION     		    16 -213,550  
    bOIL & GAS ROYALTIES     15 2,172,861  
    cTHROUGH PARTNERSHIP INVESTMENTS 900000 37,559 14 390,242  
    dOTHER REVENUE     14 14,537  
    eYOST OFFSHORE FUND - SUBPAR F INCOME     14 258,972  
    12 Subtotal. Add columns (b), (d), and (e).. 31,194 2,445,236 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    2,476,430
    (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 (2020)
    Form 990-PF (2020)
    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) (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
    Yes
     
    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
    1c 0 BSF FOUNDATION BSF FOUNDATION IS A SECTION 501(C)(2) ORGANIZATION WHICH WAS FORMED FOR THE PURPOSE OF HOLDING TITLE TO PROPERTY COLLECTING INCOME THEREFROM AND TURNING OVER THE ENTIRE AMOUNT THEREOF, LESS EXPENSES, TO THE BURNETT FOUNDATION. EMPLOYEES OF THE BURNETT FOUNDATION PERFORM CERTAIN FUNCTIONS ON BEHALF OF BSF FOUNDATION.
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    BSF FOUNDATION 501(C)(2) BSF FOUNDATION HOLDS TITLE TO AND COLLECTS INCOME FROM PROPERTY AND REMITS TO THE BURNETT FOUNDATION.
    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 instructions.
    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 (2020)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    Form 990PF Part XV Line 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
    AMERICAN QUARTER HORSE FOUNDATIONPO BOX 200
    AMARILLO,TX79168     		  PC GENERAL SUPPORT 4,169,104
    CITY OF FORT WORTH BURNETT PARK1000 THROCKMORTON ST
    FORT WORTH,TX76102     		  GOV GENERAL SUPPORT 170,000
    COWBOY HERITAGE ASSOCIATION300 CHUCKWAGON TRL
    AZLE,TX76020     		  PC GENERAL SUPPORT 20,000
    EVENT FACILITIES FORT WORTH INC115 W 2ND ST STE 210
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 12,500,000
    FORT WORTH ART ASSOCIATION3200 DARNELL ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 1,250,000
    FORT WORTH CHAMBER DEVELOPMENT FOUNDATION777 TAYLOR ST STE 900
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 65,000
    FORT WORTH MUSEUM OF SCIENCE & HISTORY1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 250,000
    FORT WORTH OPERA ASSOCIATION1300 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 100,000
    FORT WORTH REPORT201 MAIN ST STE 2500
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 350,000
    FORT WORTH SYMPHONY330 E FOURTH ST STE 200
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 100,000
    GEORGIA O'KEEFFE MUSEUM217 JOHNSON ST
    SANTA FE,NM87501     		  PC GENERAL SUPPORT 4,703,414
    MAKE A WISH FOUNDATION4742 N 24TH ST STE 400
    PHOENIX,AZ85016     		  PC GENERAL SUPPORT 50,000
    NATIONAL COWBOY & WESTERN HERITAGE MUSEUM1700 NE 63RD ST
    OKLAHOMA CITY,OK73111     		  PC GENERAL SUPPORT 100,000
    NATIONAL COWGIRL MUSEUM & HALL OF FAME1720 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 275,000
    RANCHING HERITAGE ASSOCIATIONPO BOX 43200
    LUBBOCK,TX79409     		  PC GENERAL SUPPORT 100,000
    TEXAS AND SOUTHWESTERN CATTLE RAISERS FOUNDATION1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 160,000
    TEXAS BALLET THEATER1540 MALL CIR
    FORT WORTH,TX76116     		  PC GENERAL SUPPORT 100,000
    TEXAS TECH UNIVERSITYPO BOX 45025
    LUBBOCK,TX79409     		  PC GENERAL SUPPORT 150,000
    Total ...............................bullet 3a 24,612,518
    bApproved for future payment
    CALVARY HOSPITAL1740 EASTCHESTER RD
    BRONX,NY10461     		  PC GENERAL SUPPORT 2,000,000
    CITY OF FORT WORTH BURNETT PARK1000 THROCKMORTON ST
    FORT WORTH,TX76102     		  GOV GENERAL SUPPORT 170,000
    COWBOY HERITAGE ASSOCIATION300 CHUCKWAGON TRL
    AZLE,TX76020     		  PC GENERAL SUPPORT 40,000
    EISENHOWER MEDICAL CENTER39000 BOB HOPE DR
    RANCHO MIRAGE,CA92270     		  PC GENERAL SUPPORT 20,000,000
    FORT WORTH MUSEUM OF SCIENCE & HISTORY1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 250,000
    FORT WORTH OPERA ASSOCIATION1300 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 100,000
    FORT WORTH REPORT201 MAIN ST STE 2500
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 900,000
    FORT WORTH SYMPHONY330 E FOURTH ST STE 200
    FORT WORTH,TX76102     		  PC GENERAL SUPPORT 100,000
    GEORGIA O'KEEFFE MUSEUM217 JOHNSON ST
    SANTA FE,NM87501     		  PC GENERAL SUPPORT 2,600,000
    MAKE A WISH FOUNDATION4742 N 24TH ST STE 400
    PHOENIX,AZ85016     		  PC GENERAL SUPPORT 50,000
    NATIONAL COWGIRL MUSEUM & HALL OF FAME1720 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 275,000
    TEXAS AND SOUTHWESTERN CATTLE RAISERS FOUNDATION1600 GENDY ST
    FORT WORTH,TX76107     		  PC GENERAL SUPPORT 160,000
    TEXAS BALLET THEATER1540 MALL CIR
    FORT WORTH,TX76116     		  PC GENERAL SUPPORT 100,000
    Total ................................bullet 3b 26,745,000
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2020
    Name of the organization
    BURNETT FOUNDATION
     
    Employer identification number

    81-6523186
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
    or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2020)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020) Page 2
    Name of organization
    BURNETT FOUNDATION
          		Employer identification number
    81-6523186
    Part I
    Contributors
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    ESTATE OF ANNE W MARION
     
    801 CHERRY STREET SUITE 1500 UNIT 9
     
    FORT WORTH, TX76102

    		$ 335,478


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    Page 3
    Name of organization
    BURNETT FOUNDATION
          		Employer identification number

    81-6523186
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    1
    		 IRA $ 335,478 2020-03-19
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    Page 4
    Name of organization
    BURNETT FOUNDATION
          		Employer identification number

    81-6523186
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    Additional Data


    Software ID:  
    Software Version:  

    TY 2020 AccountingFeesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING AND AUDIT FEES 140,656 126,362   20,728

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

    TY 2020 DepreciationSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    OFFICE FURNITURE AND FIXTURES 2011-01-14 8,571 8,571 SL 7.000000000000 0 0    
    OFFICE FURNITURE AND FIXTURES 2016-02-10 3,418 2,678 SL 5.000000000000 684 0    
    OFFICE FURNITURE AND FIXTURES 2020-09-01 9,300   SL 5.000000000000 620 0    

    TY 2020 GeneralExplanationAttachment
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Identifier Return Reference Explanation
      FORM 990-PF, PAGE 5, PART VII-A, LINE 11 BSF FOUNDATIONEIN: 75-2688553ADDRESS: 801 CHERRY STREET SUITE 1500 FORT WORTH, TX 76102EXCESS BUSINESS HOLDING [ ] YES [X] NO

    TY 2020 InvestmentsCorpStockSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Name of Stock End of Year Book Value End of Year Fair Market Value
    H OFFSHORE FUND, LTD. 12,177,736 12,177,736
    KING STREET CAPITAL, LTD 127,620 127,620
    LUXOR CAPITAL PARTNERS OFFSHORE LIQUIDATING SPV, LTD. 147,481 147,481
    LUXOR CAPITAL PARTNERS OFFSHORE, LTD. 14,160 14,160
    MARKETABLE SECURITIES 77,437,804 77,437,804
    OZ OVERSEAS FUND II, LTD. 51,204 51,204
    YOST OFFSHORE FUND, LTD. 4,094,438 4,094,438

    TY 2020 InvestmentsOtherSchedule2
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ACCRUED INTEREST & DIVIDENDS RECEIVABLE AT COST 16 16
    BROWNING WEST FUND LP FMV 11,690,455 11,690,455
    DUE FROM BROKERS AT COST 391,762 391,762
    HHEP-HD, LP FMV 1,781 1,781
    HHEP-LIVE SODA LP FMV 5,812,965 5,812,965
    HHEP-OILFIELD EXPENDABLES LP FMV 567,665 567,665
    HH-GEM LP FMV 1,976,300 1,976,300
    HH-HALO LP FMV 2,379,779 2,379,779
    INVESTMENT IN BSF FOUNDATION AT COST 8,729,726 13,400,000
    KELLY CAPITAL PARTNERS FUND I, L.P. AT COST 132,398 132,398
    KELLY CAPITAL PARTNERS FUND II, LP AT COST 238,532 238,532
    MORGAN CREEK PARTNERS III, LP FMV 4,249,262 4,249,262
    NEWPORT ASIA PARTNERS FUND, L.P. FMV 5,035,811 5,035,811
    OGM PARTNERS I AT COST 1,804,705 4,433,476
    OIL & GAS ROYALTY INTERESTS AT COST 41,982,572 86,160,755
    OTHER RECEIVABLES AT COST 368,534 368,534
    PARKING LOT AT COST 1,039,342 690,000
    RCPTX, LTD FMV 6,949,100 6,949,100
    ROCKEFELLER ACCESS FUND 06-1, LLC FMV 2,428,658 2,428,658
    ROCKEFELLER GA INVESTORS 2006, LP FMV 2,028,807 2,028,807
    WLR RECOVERY FUND III IAC AIV LP FMV 99,256 99,256
    WLR RECOVERY FUND III L.P. FMV 4,641 4,641
    5900 BEN WHITE FUND FMV 1,059 1,059

    TY 2020 LandEtcSchedule2
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    OFFICE FURNITURE AND FIXTURES 8,571 8,571 0  
    OFFICE FURNITURE AND FIXTURES 3,418 3,362 56  
    OFFICE FURNITURE AND FIXTURES 9,300 620 8,680  


    TY 2020 LegalFeesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 10,900 1,216   13,577


    TY 2020 OtherAssetsSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    WORKS OF ART HELD FOR EXEMPT PURPOSE 850,000 850,000 950,000
    CLUB MEMBERSHIPS 41,019 41,019 41,019
    FEDERAL EXCISE TAX RECEIVABLE 50,929 145,434 145,434


    TY 2020 OtherDecreasesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description Amount
    NON-DEDUCTIBLE EXPENSES 4,166


    TY 2020 OtherExpensesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES OF DIRECT CHARITABLE ACTIVITIES 4,920 0   4,920
    LEASE OPERATING EXPENSE 709 709   0
    MISCELLANEOUS EXPENSE 24 24   0


    TY 2020 OtherIncomeSchedule2
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    EARNINGS FROM BSF FOUNDATION -213,550 -213,550 -213,550
    OIL & GAS ROYALTIES 2,172,861 2,172,861 2,172,861
    THROUGH PARTNERSHIP INVESTMENTS 427,801 390,242 427,801
    OTHER REVENUE 14,537 14,537 14,537
    YOST OFFSHORE FUND - SUBPAR F INCOME 258,972 258,972 258,972


    TY 2020 OtherIncreasesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description Amount
    CHANGE IN UNREALIZED GAIN/LOSS ON INVESTMENTS 10,239,522


    TY 2020 OtherLiabilitiesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED FEDERAL EXCISE TAXES 275,870 337,659
    DEFERRED COMPENSATION 504,786 459,397


    TY 2020 OtherProfessionalFeesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 255,333 255,333   0


    TY 2020 TaxesSchedule
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES 26 26   0
    CURRENT AND DEFERRED EXCISE TAXES 82,284 0   0
    PROPERTY TAXES 36,534 36,478   57


    TY 2020 TransfersFrmControlledEntities
    Name:
    BURNETT FOUNDATION
    EIN:
    81-6523186
    Name US /
    Foreign Address    		 EIN Description Amount
    BSF FOUNDATION 801 CHERRY STREET SUITE 1500
    FORT WORTH,TX76102     		75-2688553 TRANSFERS WERE MADE DURING THE YEAR BETWEEN BSF FOUNDATION AND THE BURNETT FOUNDATION. 0
    Total     600,000