Form990-PF
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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. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
Name of foundation
Vin and Caren Prothro Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)3131 Turtle Creek Blvd 1210
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Dallas, TX75219
A Employer identification number

75-2911958
B Telephone number (see instructions)

(214) 540-4808
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$11,118,469J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 141 141  
4 Dividends and interest from securities... 79,661 79,661  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -1,139
b Gross sales price for all assets on line 6a 184,013
7 Capital gain net income (from Part IV, line 2)...  
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 7,595 23,808  
12 Total. Add lines 1 through 11........ 86,258 103,610  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages...... 54,800 21,920   32,880
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 4,550 2,275   2,275
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 2,054 2,054    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 834 429   406
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 62,238 26,678   35,561
25 Contributions, gifts, grants paid....... 418,866 418,866
26 Total expenses and disbursements. Add lines 24 and 25 481,104 26,678   454,427
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -394,846
b Net investment income (if negative, enter -0-) 76,932
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
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......... 1,844,098 1,421,121 1,421,154
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)....... 2,152,911 Click to see attachment1,968,067 6,660,583
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).......... 2,678,463 Click to see attachment2,911,952 3,035,856
14 Land, buildings, and equipment: basis bullet17,682
Less: accumulated depreciation (attach schedule) bullet17,682      
15 Other assets (describe bullet) Click to see attachment21,390 Click to see attachment876 Click to see attachment876
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 6,696,862 6,302,016 11,118,469
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...........    
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 6,696,862 6,302,016
29 Total net assets or fund balances (see instructions)..... 6,696,862 6,302,016
30 Total liabilities and net assets/fund balances (see instructions). 6,696,862 6,302,016
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
6,696,862
2
Enter amount from Part I, line 27a .....................
2
-394,846
3
Other increases not included in line 2 (itemize) bullet
3
 
4
Add lines 1, 2, and 3 ..........................
4
6,302,016
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
6,302,016
Form 990-PF (2021)
Form 990-PF (2021)
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 2001-01-01 2021-12-31
b long-term capital gain dist. P 2001-01-01 2021-12-31
c K-1 pass-through capital gains (losses) P 2001-01-01 2021-12-31
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 97,799   185,152 -87,353
b 82,692     82,692
c 3,522     3,522
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       -87,353
b       82,692
c       3,522
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 -1,139
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  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here 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 All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 1,069
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 1,069
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 684
b Exempt foreign organizations—tax withheld at source...... 6b  
c Tax paid with application for extension of time to file (Form 8868)... 6c 1,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 1,684
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 615
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet615 RefundedBullet 11  
Part VI-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
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XIV..................................
    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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletDori Kawai Telephone no.bullet (214) 540-4808

    Located atbullet3131 Turtle Creek Blvd Ste 1210DallasTX ZIP+4bullet75219
    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 2021, 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 VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
    Yes
     
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)? ......................
    1a(5)
     
    No
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.) ...............
    1a(6)
     
    No
    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
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    Caren H Prothro Chairman Emer
    3.00     		0    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    Nita C Clark Pres./Director
    3.00     		0    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    Vincent H Prothro VP/Director
    0.10     		0    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    J H Cullum Clark Sec,Treas./Dir.
    1.00     		0    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    Dori Kawai CFO
    1.00     		0    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    Douglas C Denby CIO
    0.50     		0    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    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
    Kerry Rogers Exec. Accountant
    25.00     		54,800    
    3131 Turtle Creek Blvd 1210
    Dallas,TX75219
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part VIII-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part VIII-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    9,333,786
    b
    Average of monthly cash balances.......................
    1b
    1,625,736
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    10,959,522
    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
    10,959,522
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    164,393
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    10,795,129
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    539,756
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    539,756
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    1,069
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,069
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    538,687
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    538,687
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
    7
    538,687
    Part XI
    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
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    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 XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 538,687
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2021:
    a From 2016...... 532,561
    b From 2017...... 446,349
    c From 2018...... 279,873
    d From 2019...... 239,960
    e From 2020...... 21,025
    f Total of lines 3a through e ........ 1,519,768
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 454,427
    a Applied to 2020, but not more than line 2a  
    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 2021 distributable amount..... 454,427
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2021. 84,260 84,260
    (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 1,435,508
    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 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		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) .......     		 
    8 Excess distributions carryover from 2016 not
    applied on line 5 or line 7 (see instructions) ...     		448,301
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		987,207
    10 Analysis of line 9:
    a Excess from 2017.... 446,349
    b Excess from 2018.... 279,873
    c Excess from 2019.... 239,960
    d Excess from 2020.... 21,025
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part IX, line 6 for each year listed ..     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    Caren H Prothro
    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 (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ATT Performing Arts Center
    700 N Pearl Street Suite N1800
    Dallas,TX75201     		N/A PC General operating support and event underwriting 15,000
    Austin Street Center
    1717 Jeffries St
    Dallas,TX75226     		N/A PC Humble Beginnings Sponsor for general operations 5,000
    Community Health Center
    P O Box 720
    Wichita Falls,TX76307     		N/A PC The Blessing Room Zund Healthcare Clinic honoring Ralph O. Harvey III 2,500
    Cornerstone Community Partnerships
    PO Box 2341
    Santa Fe,NM87504     		N/A PC Historic Preservation Projects 1,500
    Dallas Museum of Art
    1717 N Harwood Street
    Dallas,TX75201     		N/A PC General operating support 2,500
    Dallas Opera
    2403 Flora Street Suite 500
    Dallas,TX75201     		N/A PC Annual Fund 3,000
    Dallas Symphony Orchestra
    2301 Flora Street
    Dallas,TX75201     		N/A PC Annual Fund 4,167
    Educational Opportunities
    3419 Westminster Ave Suite 218
    Dallas,TX75205     		N/A PC Student Scholars 1,000
    Episcopal School of Dallas
    4100 Merrell Road
    Dallas,TX75229     		N/A PC Amanda Muse Neuhoff Lower School Chaplain Endowment Fund 2,500
    Family Place
    P O Box 7999
    Dallas,TX75209     		N/A PC Operations and Flood Recovery 1,000
    George W Bush Foundation
    2943 SMU Blvd
    Dallas,TX75205     		N/A PC Multi-year funding in support of the Bush Presidential Center 100,000
    Georgia O'Keeffe Museum
    217 Johnson Street
    Santa Fe,NM87501     		N/A PC General operating support 2,500
    KERA-North Texas Public Broadcastin
    3000 Harry Hines Blvd
    Dallas,TX75201     		N/A PC General operating support 1,500
    Letot Center Capital Foundation
    10505 Denton Drive
    Dallas,TX75220     		N/A PC Caren Prothro Scholarship Fund 1,250
    Lumin Education
    924 Wayne Street
    Dallas,TX75223     		N/A PC General operating support 1,250
    Meadows Mental Health Policy Instit
    2800 Swiss Avenue
    Dallas,TX75204     		N/A PC General operating support 2,500
    Meadows Museum
    5900 Bishop Blvd
    Dallas,TX75205     		N/A PC Fortuny Angel 2,500
    Midwestern State University
    3410 Talf Blvd
    Wichita Falls,TX76308     		N/A PC Juanita and Ralph Harvey School of Visual Arts 2,500
    Mills College
    5000 MacArthur Blvd
    Oakland,CA94613     		N/A PC Annual support 1,000
    Nasher Sculpture Center
    2001 Flora Street
    Dallas,TX75201     		N/A PC General operating support 2,500
    Nomi Network
    P O Box 42
    New York,NY10156     		N/A PC Abolitionist Sponsor 5,000
    North Texas Food Bank
    3677 Mapleshade Ln
    Plano,TX75075     		N/A PC General operating support 1,250
    Parkland Foundation
    1341 W Mockingbird Ln Suite 1100E
    Dallas,TX75247     		N/A PC Multi-year funding towards the Breast Cancer Center at Parkland 20,000
    Ronald McDonald House of Dallas
    4707 Bengal Street
    Dallas,TX75235     		N/A PC Mulit-year funding towards the capital campaign 10,000
    SM Wright Foundation
    9213 Sovereign Row
    Dallas,TX75247     		N/A PC Development Annual Support 10,000
    Saint Michael and All Angels Episco
    8011 Douglas Ave
    Dallas,TX75225     		N/A PC General operating support 8,000
    Sammons Center for the Arts
    3630 Harry Hines Blvd
    Dallas,TX75219     		N/A PC Special event underwriting 2,500
    Santa Fe Opera
    301 Opera Drvie
    Santa Fe,NM87506     		N/A PC General operating support 2,500
    Southern Methodist University
    P O Box 750100
    Dallas,TX75275     		N/A PC Multi-year funding towards the Owens Art Center Renovation in honor of Nancy McMillan Dedman 71,430
    Southern Methodist University
    P O Box 750100
    Dallas,TX75275     		N/A PC J Erik Jonsson Ethic Award 1,350
    Southern Methodist University
    P O Box 750100
    Dallas,TX75275     		N/A PC DFW Albert Schweitzer Fellowship Program 2,500
    Southern Methodist University
    P O Box 750100
    Dallas,TX75275     		N/A PC Multi-year funding supporting "Meadows at the Meyerson" 7,500
    TACA
    1722 Routh Street 115
    Dallas,TX75201     		N/A PC Special event underwriting 1,668
    United Way of Metropolitan Dallas
    1800 N Lamar
    Dallas,TX75202     		N/A PC Multi-year funding towards the Ruth Altshuler Basic Needs Fund 50,000
    United Way of Metropolitan Dallas
    1800 N Lamar
    Dallas,TX75202     		N/A PC General operating support 3,334
    Uplift Education
    1825 Market Center Blvd Suite 500
    Dallas,TX75207     		N/A GOV General operating support 2,500
    UT Southwestern Medical Center
    5323 Harry Hines Blvd
    Dallas,TX75390     		N/A GOV General operating suppport 1,667
    Visiting Nurse Association
    1420 W Mockingbird Ln700
    Dallas,TX75247     		N/A PC Special event underwriting 7,000
    Wake Forest University
    1834 Wake Forest Rd
    WinstonSalem,NC27109     		N/A PC Annual Fund 2,500
    World Wildlife Fund
    1250 24th Street NW
    Washington,DC20037     		N/A PC Annual support 2,500
    Yale University
    195 Prospect St
    New Haven,CT06511     		N/A PC Multi-year funding for the School of the Environment 50,000
    Total .................................bullet 3a 418,866
    bApproved for future payment
    Southern Methodist University
    P O Box 750100
    Dallas,TX75275     		N/A PC Multi-year funding towards the Owens Art Center Renovation in honor of Nancy McMillan Dedman 285,710
    Southern Methodist University
    P O Box 750100
    Dallas,TX75275     		N/A PC Multi-year funding supporting "Meadows at the Meyerson" 7,500
    United Way of Metropolitan Dallas
    1800 N Lamar
    Dallas,TX75202     		N/A PC Multi-year funding towards the Ruth Altshuler Basic Needs Fund 50,000
    George W Bush Foundation
    2943 SMU Blvd
    Dallas,TX75205     		N/A PC Multi-year funding in support of The Bush Presidential Center 100,000
    Parkland Foundation
    1341 W Mockingbird Ln Suite 1100E
    Dallas,TX75247     		N/A PC Multi-year funding towards the Breast Cancer Center at Parkland 20,000
    Ronald McDonald House of Dallas
    4707 Bengal Street
    Dallas,TX75235     		N/A PC Multi-year funding towards the capital campaign 10,000
    Yale University
    195 Prospect Street
    New Haven,CT06511     		N/A PC Multi-year funding for The School of the Environment 900,000
    Total .................................bullet 3b 1,373,210
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    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 ...........     		    14 141  
    4 Dividends and interest from securities ....          
    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 ............     		    18 -1,139  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    a3662 Investors K-1     		901101 -9,046 14 -8,237 -7,167
    bTCW Securitized Opp K-1     14 32,045  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. -9,046 102,471 -7,167
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    86,258
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    11a Tax-exempt or non-deductible from K-1, net
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 (2021)
    Additional Data


    Software ID: 21013475
    Software Version: 2021v4.0


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 AccountingFeesSchedule
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Tax preparation services 4,550 2,275 0 2,275

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    195 shs Alphabet Inc Cl C 122,316 564,250
    105 shs Alphabet Inc. Cl A 40,711 304,189
    128 shs Amazon.com Inc. 40,165 426,795
    3996 shs Apple Inc. 80,457 709,570
    1376 shs Berkshire Hathaway Inc. Cl B 148,035 411,424
    700 shs Edwards Lifesciences Corp 51,849 90,685
    370 shs Illumina Inc. 46,846 57,066
    2000 shs Intel Corp 94,464 103,000
    950 shs Johnson & Johnson 115,947 162,516
    1453 shs JPMorgan Chase & Co 73,057 230,083
    200 shs Lockheed Martin Corp 43,837 71,082
    1080 shs Mastercard Inc. 18,960 388,066
    336 shs Meta Platforms Inc. 81,422 228,718
    1445 shs Microsoft Corp 40,148 485,982
    225 shs Northrup Grumman 44,774 87,091
    910 shs Paypal Holdings 30,979 171,608
    1000 shs Texas Instruments Inc. 94,141 188,470
    600 shs Thermo Fisher Scientific 77,292 400,344
    1648 shs VISA Inc. 23,813 357,138
    1500 shs Walmart Inc. 145,409 217,035
    400 shs Walt Disney Co 47,910 61,956
    687 shs Accenture PLC 25,098 284,796
    20300 shs AIA Group Ltd 151,361 204,659
    4700 shs Arch Capital Group Ltd 118,004 208,915
    500 shs Medtronic PLC 51,660 51,725
    1110 shs Nestle SA 74,067 155,811
    250 shs Alibaba Group Holding-SP ADR 40,975 29,698
    300 shs Reata Pharaceuticals 44,370 7,911

    TY 2021 InvestmentsOtherSchedule2
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    3662 Investors, LP AT COST 45,013 45,013
    TCW Securitized Opportunities LP AT COST 502,160 496,068
    RB East Wing Property LLC AT COST 122,500 122,500
    159917 shs JPMorgan Managed Income AT COST 1,609,676 1,606,670
    725 shs Matthews Japan Fund AT COST 15,235 16,005
    3627 shs Matthews Asia Dividend AT COST 51,198 68,700
    6867 shs Matthews Pacific Tiger AT COST 157,460 189,121
    16174 shs Matthews Asia Dividend AT COST 265,512 306,339
    2565 shs Driehaus Emerg Mkts Grw AT COST 80,941 105,678
    3704 shs Wasatch Frontier Em. Sm. Cos AT COST 11,383 15,412
    220 shs American Tower Corp AT COST 50,874 64,350

    TY 2021 LandEtcSchedule2
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Machinery and Equipment 17,682 17,682    


    TY 2021 OtherAssetsSchedule
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Dividends receivable 839 876 876


    TY 2021 OtherExpensesSchedule
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Custodian or bank charges 35 35    
    Insurance 737 369   369
    Supplies 62 25   37


    TY 2021 OtherIncomeSchedule2
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    3662 Investors K-1 -24,450 -8,237  
    TCW Securitized Opp K-1 32,045 32,045  


    TY 2021 TaxesSchedule
    Name:
    Vin and Caren Prothro Foundation
    EIN:
    75-2911958
    Software ID:
    21013475
    Software Version:
    2021v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign taxes paid 2,054 2,054