TY 2021 Form 990PF

- TIN:

Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Go 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
Cleveland Avenue Fund

Number and street (or P.O. box number if mail is not delivered to street address)1321 Upland Drive 8275
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Houston, TX770434718

A Employer identification number

83-2871250

B Telephone number (see instructions)

(325) 670-9011

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$49,383,620J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	463,718		463,718
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		1,364,683
b	Gross sales price for all assets on line 6a 15,818,156
7	Capital gain net income (from Part IV, line 2)...			1,364,683
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).......		7,217	7,217
12	Total. Add lines 1 through 11........	1,835,618		1,835,618
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		3,700	1,850	1,850
c	Other professional fees (attach schedule)....		110,450	110,450	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		27,844	1,833	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		427	427	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	142,421		114,560	1,850
25	Contributions, gifts, grants paid.......	840,000			840,000
26	Total expenses and disbursements. Add lines 24 and 25	982,421		114,560	841,850
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	853,197
b	Net investment income (if negative, enter -0-)			1,721,058
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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	1,483,103	1,215,691	1,215,691
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	7,714,089	5,255,297	5,218,611
	b	Investments—corporate stock (attach schedule).......	27,982,092	30,898,562	37,630,944
	c	Investments—corporate bonds (attach schedule).......	4,251,204	4,967,574	4,862,338
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	0	366,124	365,467
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	90,569	90,569	90,569
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	41,521,057	42,793,817	49,383,620
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	41,521,057	42,793,817
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	0
	29	Total net assets or fund balances (see instructions).....	41,521,057	42,793,817
	30	Total liabilities and net assets/fund balances (see instructions).	41,521,057	42,793,817

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

41,521,057

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

853,197

Other increases not included in line 2 (itemize) bullet

419,563

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

42,793,817

Decreases not included in line 2 (itemize) bullet

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

42,793,817

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
b	Capital gain distributions
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	14,387,775	14,453,473	-65,698
b	1,430,381		1,430,381
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			-65,698
b			1,430,381
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	1,364,683
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

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 and enter “N/A" on line 1.
	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	0
3	Add lines 1 and 2...........................	3	23,923
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	23,923
6	Credits/Payments:

a	2021 estimated tax payments and 2020 overpayment credited to 2021	6a	5,000
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	0
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	5,000
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	55
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	18,978
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2022 estimated tax	Refunded	11

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ 0(2) On foundation managers. bullet

$ 0

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

Form 990-PF (2021)

Page 5

Part VI-A

Statements Regarding Activities (continued)

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions Click to see attachment

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

Yes

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

Blazek Vetterling Telephone no. bullet

(713) 439-5700

Located at bullet

2900 Weslayan Ste 200HoustonTX ZIP+4 bullet

77027

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

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

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)? ......................

1a(5)

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.) ...............

1a(6)

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........

Organizations relying on a current notice regarding disaster assistance check here........ bullet

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

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2021, did the foundation have any undistributed income (lines 6d

and 6e, Part XII) for tax year(s) beginning before 2021?....................

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

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

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2021? ..

Form 990-PF (2021)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive? ....................

5a(2)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check here ......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant? .................

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .........................

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
Jane Varner Beard	President, Director 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	President, Director 1.00	0	0	0
Russell C Beard	VP, Secretary, Director 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	VP, Secretary, Director 1.00	0	0	0
Mark Layton	VP, Treasurer, Director (until Dec) 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	VP, Treasurer, Director (until Dec) 1.00	0	0	0
Sterling C Beard	Director 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Director 1.00	0	0	0
G Hudson Beard	Director 1.00	0	0	0
1321 Upland Drive 8275 Houston,TX77043	Director 1.00	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................				0

Form 990-PF (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)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

46,061,972

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

1,412,526

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

344,894

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

47,819,392

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

47,819,392

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

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

717,291

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

47,102,101

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

2,355,105

Part X

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part IX, line 6..................

2,355,105

Tax on investment income for 2021 from Part V, line 5.......

23,923

Income tax for 2021. (This does not include the tax from Part V.) ...

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

23,923

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

2,331,182

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

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

2,331,182

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

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

2,331,182

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.

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				2,331,182
2 Undistributed income, if any, as of the end of 2021:
a Enter amount for 2020 only.......			839,293
b Total for prior years:20, 20, 20		0
3 Excess distributions carryover, if any, to 2021:
a From 2016......
b From 2017......
c From 2018......
d From 2019......
e From 2020......
f Total of lines 3a through e ........	0
4Qualifying distributions for 2021 from Part
XI, line 4: $ 841,850
a Applied to 2020, but not more than line 2a			839,293
b Applied to undistributed income of prior years (Election required—see instructions).....		0
c Treated as distributions out of corpus (Election required—see instructions)........	0
d Applied to 2021 distributable amount.....				2,557
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2021.	0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5	0
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........		0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......		0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........		0
e Undistributed income for 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2021. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2022 ..........				2,328,625
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......	0
8 Excess distributions carryover from 2016 not applied on line 5 or line 7 (see instructions) ...	0
9 Excess distributions carryover to 2022. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2017....
b Excess from 2018....
c Excess from 2019....
d Excess from 2020....
e Excess from 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 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2021	(b) 2020	(c) 2019	(d) 2018	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part IX, line 6 for each year listed ..
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XIV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

Administrator The Cleveland Avenue
1321 Upland Drive 8275
Houston,TX770434718
(325) 670-9011
admin@tcafund.org

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

Applicants will be provided an application form upon request. The information requested from applicants will include: verification of public charity status, program/project details and grantee organization financial information.

cAny submission deadlines:

September 30

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

None

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
The Bessemer Giving Fund 100 Woodbridge Center Drive Woodbridge,NJ07095	N/A	PC	General support	840,000
Total ................................. 3a				840,000

bApproved for future payment

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

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities ....
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	1,364,683
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aFrom Sch K-1 (Form 1065)			14	7,217
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		1,835,618	0

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

1,835,618

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2021)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2021)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2021 AccountingFeesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Tax compliance	3,700	1,850		1,850

- TIN:

TY 2021 InvestmentsCorpBondsSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name of Bond	End of Year Book Value	End of Year Fair Market Value
110,000 Abbvie	119,517	116,899
105,000 Air Lease Corp	104,291	102,911
65,000 American Honda Finance	65,393	65,069
110,000 Anthem	123,834	120,732
60,000 Apple	64,304	63,462
110,000 Bank Of America	118,971	115,796
105,000 Bank of Montreal	104,838	103,557
105,000 BP Cap Markets America	118,728	116,550
115,000 Broadcom Crp	122,954	120,296
105,000 Capital One Financial Co	105,000	105,660
34,000 Charles Schwab Corp	34,196	34,407
120,000 Chevron USA Inc	119,150	117,608
41,000 Church & Dwight Co	42,021	41,676
62,000 Cigna Corp	65,778	64,531
110,000 Citigroup	123,216	118,642
100,000 Comcast Corp	118,239	113,480
120,000 Conagra Brands	119,744	115,297
105,000 Constellation Brands	114,856	110,615
120,000 D.R. Horton	119,973	116,137
102,000 Dupont De Nemours	115,067	112,706
110,000 Estee Lauder Co	120,034	114,036
89,000 General Motors Finl Co	97,591	95,537
65,000 Goldman Sachs Group	65,000	64,841
115,000 Hp Enterprise Co	120,224	119,400
115,000 Jabil	119,396	118,039
107,000 JPMorgan Chase & Co	116,520	112,866
105,000 Lowe's Cos Inc	104,877	102,865
60,000 Magna International	63,909	63,190
170,000 Mcdonald'S Corp	186,566	180,428
95,000 Moody's Corporation	103,929	101,521
105,000 Morgan Stanley	115,359	113,488
120,000 Nextera Energy Capital	119,988	119,751
105,000 Nvidia Corp	104,536	104,270
120,000 Paypal Holdings	123,586	121,482
120,000 Pioneer Natural Resource	120,496	116,720
105,000 Public Storage	105,262	104,835
110,000 Roper Technologies	119,450	113,951
120,000 Ross Stores	119,344	116,497
60,000 San Diego G & E	63,277	62,187
68,000 Sherwin-Williams Co	74,254	72,376
105,000 Southwest Airlines Co	120,687	120,181
98,000 Sumitomo Mitsui Finl Corp	103,981	101,630
100,000 US Bancorp	100,000	99,716
65,000 Valero Energy Corp	65,148	64,933
120,000 Verizon Communications	120,389	113,577
30,000 VF Corp	30,185	30,135
60,000 Visa	63,196	60,979
60,000 Williams Companies	62,173	61,302
110,000 Xcel Energy	118,147	115,574

- TIN:

TY 2021 InvestmentsCorpStockSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Name of Stock	End of Year Book Value	End of Year Fair Market Value
128 shs Abbott Laboratories	12,742	18,014
481 shs Abbvie	46,530	65,217
247 shs Adobe	132,525	140,063
402 shs Advance Auto Parts	61,753	96,431
137 shs Agilent Technologies	13,277	21,872
523 shs Air Products & Chemicals	149,081	159,127
29 shs Alphabet Class C	42,698	83,914
132 shs Amazon.Com	411,325	440,132
977 shs Ameren Corp	80,509	86,962
851 shs American Tower Corp	218,199	248,917
430 shs American Water Works Co	62,630	81,209
87 shs Ametek New	8,739	12,792
1,510 shs Amphenol Corp	82,506	132,064
151 shs Ansys	45,930	60,569
93 shs Anthem	28,128	43,109
228 shs Aon PLC	49,765	68,527
4,614 shs Apple	511,206	819,307
925 shs Aptiv PLC	140,611	152,578
206 shs ASML Holding	102,734	164,884
410 shs Aspen Technology	56,664	62,402
114 shs Automatic Data Processing	17,281	28,110
7,319 shs Bank Of America Corp	202,392	325,631
359 shs Blackstone Group	18,955	46,451
50 shs Broadcom	18,114	33,270
248 shs Burlington Stores	49,767	72,294
280 shs Carlisle Cos	55,226	69,473
675 shs Catalent Inc	73,627	86,420
423 shs CDW Corp/De	50,825	86,621
141 shs Charter Communications	84,133	91,927
492 shs Chevron Corp	48,053	57,736
263 shs Cintas Corp	84,287	116,553
1760 shs Citigroup	95,538	106,286
766 shs Coca-Cola Company	39,238	45,354
510 shs Comcast Corp Cl A Nwq	29,012	25,668
2281 shs Conocophillips	92,072	164,642
233 hs Cooper Cos	70,802	97,613
26 shs Costco Whsl Corp	8,744	14,760
606 shs Danaher Corp	122,081	199,380
25 shs Deere & Co	8,800	8,572
2,094 shs Dollarama	78,448	104,731
106 shs Dominos Pizza	42,522	59,818
395 shs Dover Corp	44,303	71,732
1,145 shs Eaton Corp PLC	157,642	197,878
321 shs Equifax	52,849	93,985
54 shs Estee Lauder Cos Inc Cl A	19,088	19,990
310 shs Expedia Group Inc	51,145	56,023
140 Fortinet Inc	23,027	50,316
212 shs Genuine Parts Co	20,281	29,722
190 shs Heico Corporation	25,473	27,401
1021 shs Hilton Worldwide Holdings	89,291	159,265
279 shs Home Depot	77,351	115,787
1136 shs IAA inc	54,709	57,504
244 shs Illinois Tool Works	48,209	60,219
69 shs Intuitive Surgical	15,990	24,791
974 shs Iqvia Holdings	156,290	274,804
280 Jones Lang Lasalle Inc Com	53,263	75,415
1,387 shs JPMorgan Chase & Co	192,770	228,676
80 shs KLA Corporation	16,194	34,408
186 shs Lab Corp Of Amer Hldgs	34,575	58,443
440 shs Lincoln Elec Hdlg	59,055	61,366
38 shs Lockheed Martin Corp	15,025	13,505
181 shs Lvmh Moet Hennessy Vuitton	80,855	149,036
579 shs Match Group	70,668	76,572
80 shs McDonald'S Corp	16,883	21,445
230 shs Medtronic Plc	23,346	23,793
30 shs Mercadolibre Inc	49,094	40,452
322 shs Merck & CoNew	24,743	24,678
1,184 shs Meta Platforms Inc	308,458	398,238
2,728 shs Microsoft Corp	565,289	917,480
180 shs MSCI Inc	79,340	110,284
148 shs Motorola Solutions	20,996	40,211
423 shs Nasdaq.	55,499	88,834
488 shs Nextera Energy	35,298	45,559
268 shs Nice Ltd ADR	58,467	81,364
1452 shs Nike Cl B	154,049	242,004
458 shs Northrop Grumman Corp	167,568	177,277
405 shs Nvidia Corp	94,659	119,113
221,510 shs OW Creditome Fund	2,260,000	2,235,030
899,026 shs OW Large Cap Strategies Fd	14,194,209	16,937,651
322,107 shs Ow Small & Midcap Strat	5,162,289	5,814,030
142 shs Paycom Software	52,371	58,956
1,231 shs Pepsico	167,458	204,690
406 shs Pioneer Natural Resources	44,286	73,843
134 shs Procter & Gamble Co	17,924	21,919
310 shs Prudential Financial	23,183	33,554
168 shs Quest Diagnostics	20,223	29,065
1,211 shs Ross Stores	114,455	138,392
300 shs S&P Global.	115,272	141,579
796 shs Safran SA	97,723	97,061
2425 shs Schwab Charles Corp	129,510	203,942
65 shs Sea Ltd ADR	7,990	14,541
162 shs Servicenow	69,135	105,155
260 shs Simon Prop Group	27,451	41,540
648 shs Smith A O Corp	32,286	55,630
790 shs SS&C Technologies Holdings	51,787	64,764
170 shs Starbucks Corp	13,428	19,884
355 shs Steris Plc	56,178	86,410
230 shs Synopsys	44,432	84,755
308 shs TE Connectivity Ltd	29,527	49,692
206 shs Teleflex	77,272	67,666
1,415 shs Texas Instruments	194,194	266,684
76 shs The Hershey Company	10,882	14,703
301 shs Thermo Fisher Scientific	122,112	200,839
776 shs Truist Financial Corp	31,990	45,411
820 shs Union Pacific Corp	157,592	206,581
499 shs Unitedhealth Group	159,487	250,567
2675 shs US Foods Holding Corp	79,721	93,170
770 shs Verizon Communications	45,080	40,009
1,595 shs Visa	318,552	345,652
755 shs Vulcan Materials	141,267	156,722
150 shs Walmart Inc	22,475	21,703
159 shs Waste Management	17,984	26,537
317 shs Wex	53,393	44,503
542 shs Wyndham Hotels & Resorts	27,799	48,590
912 shs Zoetis	148,434	222,554

- TIN:

TY 2021 InvestmentsGovtObligationsSch

Name:

Cleveland Avenue Fund

EIN:

83-2871250

US Government Securities - End of Year Book Value:

5,255,297

US Government Securities - End of Year Fair Market Value:

5,218,611

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

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

- TIN:

TY 2021 InvestmentsOtherSchedule2

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
Kayne Anderson Real Estate Debt IV, LP	AT COST	366,124	365,467

- TIN:

TY 2021 OtherAssetsSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
Life insurance policy	90,569	90,569	90,569

- TIN:

TY 2021 OtherExpensesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
From Sch K-1 (Form 1065)	427	427		0

- TIN:

TY 2021 OtherIncomeSchedule2

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
From Sch K-1 (Form 1065)	7,217	7,217	7,217

- TIN:

TY 2021 OtherIncreasesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Description	Amount
Difference between Cost basis and FMV for donated securities	419,563

- TIN:

TY 2021 OtherProfessionalFeesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment management fees	110,450	110,450		0

- TIN:

TY 2021 ReasonableCauseExplanation

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Explanation:

After first attempting to electronically file this 2021 Form 990-PF, and receiving a rejection notice, on 5/12/2022 (Submission ID 762739202213203d9e34), the foundation paper-filed this 2021 990-PF pursuant to Rev. Proc. 2014-11 for Retroactive Reinstatement with a postmark date of 5/16/22. The foundation also protectively electroncially filed an extension for the 2021 990-PF on 5/11/22 (Submission ID 762739202213103c7e04) and it was Accepted.The foundation has since been retroactively reinstated as a private foundation and is electronically filing this 2021 990-PF now that the foundation's tax status has been restored in the Exempt Organizations Business Master File, making electronic filing possible. The foundation took all reasonable precautions to avoid late filing and so requests abatement if any late filing penalties result from this electronic filing.

- TIN:

TY 2021 TaxesSchedule

Name:

Cleveland Avenue Fund

EIN:

83-2871250

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Foreign tax	1,833	1,833		0
Federal excise tax	26,011	0		0