Form990-PF
Click to see list of attachments

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
The Cullen Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)2727 Allen Parkway Suite 1050
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Houston, TX77019
A Employer identification number

76-0647361
B Telephone number (see instructions)

(713) 651-8839
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$367,967,579J Accounting method:
Modified Cash
(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.............
3 Interest on savings and temporary cash investments 33,684 33,684  
4 Dividends and interest from securities... 1,085,055 1,085,055  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 15,547,750
b Gross sales price for all assets on line 6a 68,194,639
7 Capital gain net income (from Part IV, line 2)... 14,440,947
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 2,962,136 3,075,269  
12 Total. Add lines 1 through 11........ 19,628,625 18,634,955  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 681,353 204,406   476,947
14 Other employee salaries and wages...... 265,963 85,720   170,963
15 Pension plans, employee benefits....... 178,472 57,542   120,930
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 27,785 11,892   13,893
c Other professional fees (attach schedule).... Click to see attachment 1,702,048 1,694,172   7,876
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 784,462 8,338    
19 Depreciation (attach schedule) and depletion... Click to see attachment 19,889 5,912  
20 Occupancy.............. 73,016 21,175   51,841
21 Travel, conferences, and meetings....... 3,458 2,154   1,221
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 246,131 197,629   48,502
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 3,982,577 2,288,940   892,173
25 Contributions, gifts, grants paid....... 14,145,000 14,145,000
26 Total expenses and disbursements. Add lines 24 and 25 18,127,577 2,288,940   15,037,173
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,501,048
b Net investment income (if negative, enter -0-) 16,346,015
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............. 168,040 57,646 57,646
2 Savings and temporary cash investments......... 1,716,971 1,607,617 1,607,617
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)....... 58,088,675 Click to see attachment26,821,020 49,678,518
c Investments—corporate bonds (attach schedule)....... 9,984,554 Click to see attachment9,980,457 9,970,048
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 206,411,435 Click to see attachment239,412,154 306,526,879
14 Land, buildings, and equipment: basis bullet204,261
Less: accumulated depreciation (attach schedule) bullet77,390 135,042 Click to see attachment126,871 126,871
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 276,504,717 278,005,765 367,967,579
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).........   0
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........... 276,504,717  
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)..... 276,504,717 278,005,765
30 Total liabilities and net assets/fund balances (see instructions). 276,504,717 278,005,765
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
276,504,717
2
Enter amount from Part I, line 27a .....................
2
1,501,048
3
Other increases not included in line 2 (itemize) bullet
3
 
4
Add lines 1, 2, and 3 ..........................
4
278,005,765
5
Decreases not included in line 2 (itemize) bullet
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
278,005,765
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      
b Passthrough K-1 capital gain      
c Security settlement proceeds      
d AKO European Long-Only Fund Ltd P 2010-01-01 2020-07-31
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 50,732,541   44,004,875 6,727,666
b 5,455,569     5,455,569
c 6,529     6,529
d 12,000,000   9,748,817 2,251,183
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       6,727,666
b       5,455,569
c       6,529
d       2,251,183
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 14,440,947
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................................ 1 227,210
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  
3 Add lines 1 and 2........................... 3 227,210
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 227,210
6 Credits/Payments:
a 2020 estimated tax payments and 2019 overpayment credited to 2020 6a 197,952
b Exempt foreign organizations—tax withheld at source...... 6b  
c Tax paid with application for extension of time to file (Form 8868)... 6c 50,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 247,952
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 217
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 20,525
11 Enter the amount of line 10 to be: Credited to 2021 estimated taxBullet20,525 RefundedBullet 11  
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$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
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 addressbulletwww.cullenfdn.org
    14
    The books are in care ofbulletPeggy Reid Telephone no.bullet (713) 651-8839

    Located atbullet2727 Allen Parkway Suite 1050HoustonTX ZIP+4bullet770192115
    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
     
    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 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
    Isaac Arnold Jr Chairman/Dir
    2.00     		0    
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Wilhelmina E Robertson VC/Sec/A.T./Dir
    10.00     		0    
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Meredith T Cullen A. Sec/A.T./Dir
    2.00     		0    
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Bert L Campbell Director
    2.00     		0    
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Carla Knobloch Director
    2.00     		0    
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Scott W Wise President/Treas
    40.00     		445,575 58,203  
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Laura Chapman Vice President
    40.00     		235,777 29,319  
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    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
    Peggy Reid Controller
    40.00     		190,000 42,795  
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Gina McEvily Grant admin
    35.00     		75,963 17,223  
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    Total number of other employees paid over $50,000...................bullet  
    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
    The Silchester Intl Investors Intl Val Eqty Investment management 240,208
    780 Third Avenue 42nd Floor
    New York,NY10017
    Northern Trust Company Custody/investment mgmt 157,752
    50 South LaSalle
    Chicago,IL60603
    Fayez Sarofim & Co Investment management 66,713
    909 Fannin Ste 2907
    Houston,TX77010
    Albourne America LLC Investment advisory 170,000
    655 Montgomery St Ste 1910
    San Francisco,CA94111
    Total number of others receiving over $50,000 for professional services.............bullet  
    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  
    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  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    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
    62,722,665
    b
    Average of monthly cash balances.......................
    1b
    6,033,793
    c
    Fair market value of all other assets (see instructions)................
    1c
    293,236,470
    d
    Total (add lines 1a, b, and c).........................
    1d
    361,992,928
    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
     
    3
    Subtract line 2 from line 1d.........................
    3
    361,992,928
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    5,429,894
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    356,563,034
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    17,828,152
    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
    17,828,152
    2a
    Tax on investment income for 2020 from Part VI, line 5......
    2a
    227,210
    b
    Income tax for 2020. (This does not include the tax from Part VI.)...
    2b
    188,072
    c
    Add lines 2a and 2b............................
    2c
    415,282
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    17,412,870
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    17,412,870
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    17,412,870
    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
    15,037,173
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    8,320
    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
    15,045,493
    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
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    15,045,493
    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 17,412,870
    2 Undistributed income, if any, as of the end of 2020:
    a Enter amount for 2019 only....... 3,374,572
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2020:
    a From 2015......  
    b From 2016......  
    c From 2017......  
    d From 2018......  
    e From 2019......  
    fTotal of lines 3a through e........  
    4Qualifying distributions for 2020 from Part
    XII, line 4: bullet$ 15,045,493
    a Applied to 2019, but not more than line 2a 3,374,572
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2020 distributable amount..... 11,670,921
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2020.    
    (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  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2020. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2021 ..........     		5,741,949
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8 Excess distributions carryover from 2015 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2021.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2016....  
    b Excess from 2017....  
    c Excess from 2018....  
    d Excess from 2019....  
    e Excess from 2020....  
    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 e-mail address of the person to whom applications should be addressed:
    Gina McEvily
    2727 Allen Parkway Suite 1050
    Houston,TX770192115
    (713) 651-8837
    gina@cullenfdn.org
    bThe form in which applications should be submitted and information and materials they should include:
    See www.cullenfdn.org for online application and information.
    cAny submission deadlines:
    None
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Restricted to Texas-based charitable organizations for programs in Texas, primarily in the Houston area.
    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
    See attachment
    State and zip code provided
    for efiling,TX77002     		N/A   See attachment 14,145,000
    Total .................................bullet 3a 14,145,000
    bApproved for future payment
    Texas Children's Hospital
    1919 S Braeswood Blvd Ste 5214
    Houston,TX77030     		N/A PC The Cullen Foundation Distinguished Endowed Chair at the Jan and Dan Duncan Neurological Research Institute 1,200,000
    Total .................................bullet 3b 1,200,000
    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 33,684  
    4 Dividends and interest from securities....     14 1,085,055  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		525990 1,106,803 18 14,440,947  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aOil & gas royalties     		    15 127,775  
    bPassthrough K-1 Income 525990 -99,435 14 2,933,796  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 1,007,368 18,621,257  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    19,628,625
    (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
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    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: 20011551
    Software Version: 2020v4.0


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2020 AccountingFeesSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Audit fees 20,035 10,017 0 10,018
    Tax compliance 7,750 1,875 0 3,875

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

    TY 2020 DepreciationSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    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
    Equipment 2009-01-01 27,336 17,630 SL 5.0000 3,941 1,190    
    Leasehold improvements 2017-04-01 100,442 16,740 SL 15.0000 6,696 1,942    
    Furniture 2017-01-01 64,765 23,131 SL 7.0000 9,252 2,780    

    TY 2020 InvestmentsCorpBondsSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    1,014,904 Pimco Short-Term Fund Instl 9,980,457 9,970,048

    TY 2020 InvestmentsCorpStockSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    5,060 Abbott Laboratories 247,268 554,019
    2,670 AbbVie Inc 62,814 286,091
    570 Adobe Inc 202,390 285,068
    1,000 Air Products & Chemicals Inc 156,680 273,220
    700 Alphabet Inc Cl C 577,958 1,226,316
    5,570 Altria Group Inc 58,083 228,370
    530 Amazon.com Inc 983,888 1,726,173
    18,320 Apple Inc 130,746 2,430,881
    1,400 ASML Holding NV 142,010 682,808
    850 Automatic Data Processing Inc 31,906 149,770
    1,050 BlackRock Inc 327,033 757,617
    1,700 Broadridge Financial Solutions Inc 209,825 260,440
    1,100 Canadian Pacific Railway Ltd 139,149 381,359
    3,560 Chevron Corporation 193,571 300,642
    216,000 China Hongxing Sports Ltd 1 1
    2,850 Chubb Limited 295,320 438,672
    11,780 Comcast Corp Cl A 377,968 617,272
    3,000 IHS Markit Ltd 238,813 269,490
    3,750 Intercontinental Exchange Inc 213,247 432,338
    800 Intuit Inc 221,509 303,880
    925 Intuitive Surgical Inc 277,924 756,743
    4,558 JPMorgan Chase & Co 185,869 579,185
    850 Masimo Corporation 186,992 228,123
    850 Mastercard Inc Cl A 189,124 303,399
    1,820 McDonald's Corp 105,810 390,536
    5,650 Meta Platforms Inc 786,370 1,543,354
    9,250 Microsoft Corporation 549,512 2,057,385
    3,930 Nestle ADR 161,002 462,954
    3,900 Nike Inc Cl B 217,806 551,733
    6,350 Novo Nordisk A/S Adr 86,075 443,548
    75,354 NTGI-QM Com Daily Rus 1000 Idx Fd 15,118,939 22,780,201
    1,400 Otis Worldwide Corp 99,278 94,570
    3,550 PepsiCo Inc 301,787 526,465
    5,880 Philip Morris International Inc 233,946 486,805
    5,100 Progressive Corp 384,996 504,288
    4,100 Raytheon Technologies Corp 283,699 293,191
    9,660 Roche Holdings AG 197,961 423,494
    1,800 S&P Global Inc 423,809 591,714
    450 Sherwin-Williams Co 205,006 330,710
    4,640 Texas Instruments Inc 121,199 761,563
    9,320 The Coca-Cola Co 232,497 511,109
    2,700 The Estee Lauder Companies Inc 229,689 718,713
    2,850 Union Pacific Corporation 302,940 593,427
    2,850 UnitedHealth Group Inc 679,725 999,438
    1,600 Verisk Analytics Inc 158,276 332,144
    3,700 Visa Inc Cl A 290,610 809,299

    TY 2020 InvestmentsOtherSchedule2
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Accrued Income AT COST   40,902
    AKO European Long-Only Fund Ltd AT COST 10,251,183 13,831,115
    AKO Global Fund Limited AT COST 12,000,000 12,859,713
    Atalan Offshore Fund Ltd AT COST 12,000,000 12,266,172
    Blackgold Private Energy Partners LP AT COST 4,430,040 4,237,047
    Cedar Rock Capital Partners LLC AT COST 21,769,841 25,026,842
    Cevian Capital II Ltd AT COST 12,000,000 13,119,859
    Coatue Offshore Fund Ltd AT COST 18,000,000 29,367,654
    CREA Partners II LP AT COST 8,553,281 7,535,138
    CREA Partners III LP AT COST 389,553 320,263
    Diameter Offshore Fund LP AT COST 17,000,000 20,243,241
    Eminence Fund Ltd AT COST 20,000,000 35,992,222
    Encap Flatrock Midstream Fund II-C LP AT COST 1,698,261 777,096
    GSR 2017 Opportunities Fund LP AT COST 483,130 541,903
    GSR Ventures VI LP AT COST 649,339 739,548
    GSR Ventures VII LP AT COST 436,096 478,992
    GSR Zebra SPV LP AT COST 243,828 268,209
    Highland Cap Invs Corp Hldg (Red River) AT COST 489,273 1
    IR&M Core Plus Bond Fund LLC AT COST 21,083,450 22,057,827
    Meadow Real Estate V LP AT COST 4,295,757 5,082,277
    Merit Energy Partners K LP AT COST 1,964,010 1,827,343
    Oaktree Mezzanine Fund III LP AT COST 1,402 6,017
    OCM Opportunities Fund VII-B LP AT COST 65,218 14,299
    Royalty Interests AT COST   212,753
    SCF-IX LP AT COST 1,194,294 1,279,188
    Silchester Intl Inv Intl Value Equity Tr AT COST 27,394,291 27,686,146
    Silver Point Dist Opp Instl Pts (Off) LP AT COST 4,751,937 6,068,793
    Stonelake Opportunity Partners II LP AT COST 3,422,276 8,776,819
    Stonelake Opportunity Partners III LP AT COST 551,913 3,304,689
    Stonelake Opportunity Partners IV LP AT COST 4,371,872 6,471,213
    Stonelake Opportunity Partners V LP AT COST 2,994,338 3,318,863
    Stonelake Opportunity Partners VI LP AT COST 72,429 78,691
    Tremblant Long Fund Ltd AT COST 15,000,000 27,599,155
    ValueAct Capital Intl II LP AT COST 12,000,000 15,254,271

    TY 2020 LandEtcSchedule2
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Furniture and Fixtures 64,765 32,383 32,382 32,382
    Machinery and Equipment 27,336 21,571 5,765 5,765
    Improvements 100,442 23,436 77,006 77,006
    Miscellaneous 11,718   11,718 11,718


    TY 2020 OtherExpensesSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Bank charges 2,846 911   1,935
    Bank custodial fees 148,543 148,543    
    Dues and subscriptions 7,309 1,288   6,021
    Insurance 27,150 8,688   18,462
    Oil & gas other deductions 27,367 27,367    
    Other administrative expenses 9,747 3,119   6,628
    Other investment fees 440 440    
    Repairs/maintenance 403 129   274
    Supplies 6,847 2,191   4,656
    Technology 15,479 4,953   10,526


    TY 2020 OtherIncomeSchedule2
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Oil & gas royalties 127,775 127,775  
    Passthrough K-1 Income 2,834,361 2,947,494  


    TY 2020 OtherProfessionalFeesSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Appraisal and env study fees 2,360 0 0 2,360
    Investment consulting fees 170,000 170,000 0 0
    Investment management fees 1,521,577 1,521,577 0 0
    Payroll services 8,111 2,595 0 5,516


    TY 2020 TaxesSchedule
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Ad valorem taxes 3,442 3,442    
    Excise tax 175,000      
    Income tax 601,124      
    O & G production taxes 4,896 4,896    


    TY 2020 TransfersFrmControlledEntities
    Name:
    The Cullen Foundation
    EIN:
    76-0647361
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Name US /
    Foreign Address    		 EIN Description Amount
    BlackGold Private Equity Partners 109 N Post Oak Ln Ste 500
    Houston,TX77024     		81-1616295 Distribution from investment fund. Entity is not a business enterprise, per IRC 4943(d)(3)(B). 995,842
    Total     995,842