Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
OWSLEY BROWN II FAMILY FOUNDATION INC
C/O ZELKOVA STRATEGIC PARTNERS LLC
Number and street (or P.O. box number if mail is not delivered to street address)333 EAST MAIN STREET NO 401
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
LOUISVILLE, KY40202
A Employer identification number

61-1189915
B Telephone number (see instructions)

(502) 805-7203
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$71,286,498J 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) 3,018,235
2 Check bullet.............
3 Interest on savings and temporary cash investments 684 684  
4 Dividends and interest from securities... 1,962,585 1,962,585  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,833,256
b Gross sales price for all assets on line 6a 5,989,467
7 Capital gain net income (from Part IV, line 2)... 1,828,490
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 26,481 1,619  
12 Total. Add lines 1 through 11........ 6,841,241 3,793,378  
Operating and Administrative Expenses 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)....... Click to see attachment 10,483 5,242   5,241
c Other professional fees (attach schedule).... Click to see attachment 199,566 136,835   62,731
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 87,291 5,198   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 2,050 0   2,050
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 28,876 14,954   12,262
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 328,266 162,229   82,284
25 Contributions, gifts, grants paid....... 5,535,586 5,535,586
26 Total expenses and disbursements. Add lines 24 and 25 5,863,852 162,229   5,617,870
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 977,389
b Net investment income (if negative, enter -0-) 3,631,149
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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............. 23,414 905,335 905,335
2 Savings and temporary cash investments......... 99,309 62,002 62,002
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) bullet400,000
Less: allowance for doubtful accounts bullet0 630,000 400,000 400,000
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)....... 34,834,168 Click to see attachment35,747,063 68,639,350
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).......... 1,780,410 Click to see attachment1,230,290 1,279,811
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 37,367,301 38,344,690 71,286,498
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 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 13,142,147 13,142,147
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 24,225,154 25,202,543
30 Total net assets or fund balances (see instructions)..... 37,367,301 38,344,690
31 Total liabilities and net assets/fund balances (see instructions). 37,367,301 38,344,690
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
37,367,301
2
Enter amount from Part I, line 27a .....................
2
977,389
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
38,344,690
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
38,344,690
Form 990-PF (2018)
Form 990-PF (2018)
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-FIDELITY #4674-SHORT TERM      
b PUBLICLY TRADED SECURITIES-FIDELITY #4674-LONG TERM      
c PUBLICLY TRADED SECURITIES-COMPUTERSHARE      
d NEW MARKETS VENTURE PARTNERS II LP-SCHEDULE K-1 P   2018-12-31
e NEW MARKETS VENTURE PARTNERS II LP-SCHEDULE K-1 P   2018-12-31
NMVP II LP-SCHEDULE K-1-IRC 1202 QUALIFIED SMALL BUSINESS STOCK EXCLUSION P   2018-12-31
SOLIDUS COMPANY LP-SCHEDULE K-1 P   2018-12-31
SOLIDUS COMPANY LP-SCHEDULE K-1 P   2018-12-31
ODE MAGAZINE NOTE RECEIVABLE P   2018-12-31
(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 128,767   72,325 56,442
b 5,844,712   3,660,678 2,184,034
c 33   7 26
d 555     555
e 6,630     6,630
8,699   4,766 3,933
71     71
    193,201 -193,201
    230,000 -230,000
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       56,442
b       2,184,034
c       26
d       555
e       6,630
      3,933
      71
      -193,201
      -230,000
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 1,828,490
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2017 6,165,194 67,780,438 0.090958
2016 5,114,912 40,026,952 0.127787
2015 6,500,422 52,591,032 0.123603
2014 8,464,960 50,519,763 0.167557
2013 3,498,292 43,593,484 0.080248
2
Total of line 1, column (d) .....................
2
0.590153
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.118031
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
77,377,919
5
Multiply line 4 by line 3......................
5
9,132,993
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
36,311
7
Add lines 5 and 6........................
7
9,169,304
8
Enter qualifying distributions from Part XII, line 4,.............
8
5,617,870
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 72,623
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 72,623
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 72,623
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 82,627
b Exempt foreign organizations—tax withheld at source...... 6b
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 82,627
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 10,004
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet10,004 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletKY
    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 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletAMY GARTNER Telephone no.bullet (502) 805-7203

    Located atbulletC/O ZELKOVA STRATEGIC PARTNERS LLC333 EAST MAIN STREET SUITE 400LOUISVILLEKY ZIP+4bullet40202
    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 2018, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2018 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 2018.)..................
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    CHRISTINA LEE BROWN PRESIDENT/DIRECTOR
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    OWSLEY BROWN III DIRECTOR
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    BROOKE BROWN BARZUN SECRETARY/TREASURER/DIRECT
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    AUGUSTA BROWN HOLLAND DIRECTOR
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    76,517,156
    b
    Average of monthly cash balances.......................
    1b
    361,945
    c
    Fair market value of all other assets (see instructions)................
    1c
    1,677,162
    d
    Total (add lines 1a, b, and c).........................
    1d
    78,556,263
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    78,556,263
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,178,344
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    77,377,919
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    3,868,896
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    3,868,896
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    72,623
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    72,623
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,796,273
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    3,796,273
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    3,796,273
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    5,617,870
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    5,617,870
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    5,617,870
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 3,796,273
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 1,662,298
    b From 2014...... 6,228,441
    c From 2015...... 3,808,662
    d From 2016...... 3,178,952
    e From 2017...... 2,852,586
    fTotal of lines 3a through e........ 17,730,939
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 5,617,870
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 3,796,273
    e Remaining amount distributed out of corpus 1,821,597
    5 Excess distributions carryover applied to 2018. 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 19,552,536
    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 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		1,662,298
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		17,890,238
    10 Analysis of line 9:
    a Excess from 2014.... 6,228,441
    b Excess from 2015.... 3,808,662
    c Excess from 2016.... 3,178,952
    d Excess from 2017.... 2,852,586
    e Excess from 2018.... 1,821,597
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ACTORS THEATRE OF LOUISVILLE INC
    316 W MAIN STREET
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 50,000
    ACTORS THEATRE OF LOUISVILLE INC
    316 W MAIN STREET
    LOUISVILLE,KY40202     		NONE PC LES WATERS NEW WORKS FUND 25,000
    ALUMNI FUND ASSOCIATION OF YALE UNIVERSITY
    PO BOX 1890
    NEW HAVEN,CT06510     		NONE PC GENERAL OPERATING SUPPORT 5,000
    AMERICAN SUPPORT FOR ISRAEL
    PO BOX 3263
    WASHINGTON,DC20010     		NONE PC GENERAL OPERATING SUPPORT 2,500
    BERRY CENTER INC
    19 NORTH MAIN STREET
    NEW CASTLE,KY40050     		NONE PC GENERAL OPERATING SUPPORT 50,000
    BLUEGRASS LAND CONSERVANCY INC
    450 OLD VINE STREET SUITE 105
    LEXINGTON,KY40507     		NONE PC GENERAL OPERATING SUPPORT 10,000
    CENTER FOR INTERFAITH RELATIONS INC
    415 W MUHAMMAD ALI BLVD STE 101
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 17,071
    CENTER FOR INTERFAITH RELATIONS INC
    415 W MUHAMMAD ALI BLVD STE 101
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 100,000
    CENTER FOR INTERFAITH RELATIONS INC
    415 W MUHAMMAD ALI BLVD STE 101
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 282,929
    COMMUNITY FOUNDATION OF LOUISVILLE INC
    325 W MAIN STREET 1110
    LOUISVILLE,KY40202     		NONE PC GREATER LOUISVILLE PROJECT 6,250
    COMMUNITY FOUNDATION OF LOUISVILLE INC
    325 W MAIN STREET 1110
    LOUISVILLE,KY40202     		NONE PC GIVE FOR GOOD MATCH POOL 10,000
    CURE ALZHEIMER'S FUND
    34 WASHINGTON STREET SUITE 300
    WELLESLEY HILLS,MA02481     		NONE PC GENERAL OPERATING SUPPORT 1,000
    ENGLISH SPEAKING UNION OF THE UNITED STATES
    10505 TAYLORSVILLE RD
    LOUISVILLE,KY40299     		NONE PC GENERAL OPERATING SUPPORT 1,000
    FAMILY COMMUNITY CLINIC INC
    1406 E WASHINGTON STREET
    LOUISVILLE,KY40206     		NONE PC CAPITAL EXPENSE 25,000
    FRANCISCAN ACTION NETWORK
    PO BOX 29106
    WASHINGTON,DC20017     		NONE PC GLOBAL CATHOLIC CLIMATE MOVEMENT 15,000
    FUND FOR THE ARTS INC
    623 W MAIN STREET
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 72,450
    GREEN CASTLE BAPTIST CHURCH
    4970 MURPHY LANE
    LOUISVILLE,KY40241     		NONE PC CAPITAL EXPENSE 80,000
    HELP US GROW INC
    PO BOX 7925
    LOUISVILLE,KY40257     		NONE PC PROGRAM SPONSOR AT GREEN HEART & COMPASSIONATE SCHOOL 2,500
    HOSPARUS INC
    3532 EPHRAIM MCDOWELL DRIVE
    LOUISVILLE,KY40205     		NONE PC HONORARIUM - GEORGE & MARY LEE FISCHER 12,500
    JUNIOR ACHIEVEMENT OF KENTUCKIANA INC
    1401 W MUHAMMAD ALI BLVD
    LOUISVILLE,KY40203     		NONE PC EVENT SPONSORSHIP 1,600
    KENTUCKY COLLEGE OF ART DESIGN
    505 WEST ORMSBY AVENUE
    LOUISVILLE,KY40203     		NONE PC CHALLENGE GRANT 300,000
    KENTUCKY CONSERVATION FOUNDATION INC
    PO BOX 1152
    FRANKFORT,KY40602     		NONE PC COMMONWEALTH ALLIANCE - KY CIVIC ENGAGEMENT TABLE 100,000
    KENTUCKY COUNCIL OF CHURCHES INC
    PO BOX 23171
    LEXINGTON,KY40523     		NONE PC GENERAL OPERATING SUPPORT 250
    KENTUCKY MUSEUM OF ART AND CRAFT INC
    715 WEST MAIN ST
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 50,000
    KENTUCKY OPERA ASSOCIATION INC
    323 WEST BROADWAY SUITE 601
    LOUISVILLE,KY40202     		NONE PC ENDOWMENT 300,000
    KENTUCKY OPERA ASSOCIATION INC
    323 WEST BROADWAY SUITE 601
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 100,000
    KENTUCKY PUBLIC RADIO INC DBA LOUISVILLE PUBLIC MEDIA
    619 S FOURTH STREET
    LOUISVILLE,KY40202     		NONE PC STAFF SUPPORT: HEALTH REPORTER 34,000
    KENTUCKY RESOURCES COUNCIL INC
    PO BOX 1070
    FRANKFORT,KY40602     		NONE PC GENERAL OPERATING SUPPORT 1,000
    KENTUCKY RESOURCES COUNCIL INC
    PO BOX 1070
    FRANKFORT,KY40602     		NONE PC GENERAL OPERATING SUPPORT 50,000
    KENTUCKY WATERWAYS ALLIANCE INC
    120 WEBSTER STREET SUITE 217
    LOUISVILLE,KY40206     		NONE PC GENERAL OPERATING SUPPORT 10,000
    LAND INSTITUTE
    2440 E WATER WELL RD
    SALINA,KS67401     		NONE PC GENERAL OPERATING SUPPORT 30,000
    LEGACIES UNLIMITED
    956 SOUTH 6TH STREET
    LOUISVILLE,KY40203     		NONE PC CELEBRATING THE LEGACY OF BLACK LOUISVILLE 25,000
    LITERARY CLASSICS OF THE UNITED STATES INC
    14 EAST 60TH STREET
    NEW YORK,NY10022     		NONE PC WENDELL BERRY BOOK 18,750
    LOUISVILLE COLLEGIATE SCHOOL
    2427 GLENMARY AVENUE
    LOUISVILLE,KY40204     		NONE PC MEMORIAL DONATION 500
    LOUISVILLE COLLEGIATE SCHOOL
    2427 GLENMARY AVENUE
    LOUISVILLE,KY40204     		NONE PC ANNUAL FUND 1,200
    LOUISVILLE COLLEGIATE SCHOOL
    2427 GLENMARY AVENUE
    LOUISVILLE,KY40204     		NONE PC STATUE IN HONOR OF BILL STREET 20,000
    LOUISVILLE COLLEGIATE SCHOOL
    2427 GLENMARY AVENUE
    LOUISVILLE,KY40204     		NONE PC CAPITAL EXPENSE 100,000
    LOUISVILLE COLLEGIATE SCHOOL
    2427 GLENMARY AVENUE
    LOUISVILLE,KY40204     		NONE PC STATUE IN HONOR OF BILL STREET 7,436
    LOUISVILLE COLLEGIATE SCHOOL
    2427 GLENMARY AVENUE
    LOUISVILLE,KY40204     		NONE PC EE FORD MATCH GIFT 1,150
    LOUISVILLE EARTH WALK INC
    1534 QUADRANT AVE
    LOUISVILLE,KY40205     		NONE PC 2018 LOUISVILLE EARTH WALK 5,000
    LOUISVILLE METRO PARKS FOUNDATION
    PO BOX 5755
    LOUISVILLE,KY40255     		NONE PC LOUISVILLE SKATE PARK 1,000
    LOUISVILLE ORCHESTRA
    620 W MAIN ST SUITE 600
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 250,000
    LOUISVILLE URBAN LEAGUE
    1535 WEST BROADWAY
    LOUISVILLE,KY40203     		NONE PC GENERAL OPERATING SUPPORT 35,000
    LOUISVILLE WATERFRONT DEVELOPMENT CORP
    129 EAST RIVER ROAD
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 50,000
    NANTUCKET COTTAGE HOSPITAL
    399 REVOLUTION DR STE 645
    SOMERVILLE,MA02145     		NONE PC CAPITAL EXPENSE 250,000
    NANTUCKET HISTORICAL ASSOCIATION
    15 BROAD STREET
    NANTUCKET,MA01554     		NONE PC GENERAL OPERATING SUPPORT 3,000
    NATIONAL TRUST FOR HISTORIC PRESERVATION IN THE UNITED STATES
    2600 VIRGINIA AVENUE NW SUITE 1100
    WASHINGTON,DC20037     		NONE PC ANNUAL FUND 25,000
    NATIONAL TRUST FOR HISTORIC PRESERVATION IN THE UNITED STATES
    2600 VIRGINIA AVENUE NW SUITE 1100
    WASHINGTON,DC20037     		NONE PC STEPHANIE MEEKS PRESERVATION FUND 10,000
    NEW PIONEERS FOR A SUSTAINABLE FUTURE INC
    127 W MAIN STREET
    SPRINGFIELD,KY40069     		NONE PC SUPPORT FOR EXECUTIVE DIRECTOR 100,000
    NEW PIONEERS FOR A SUSTAINABLE FUTURE INC
    127 W MAIN STREET
    SPRINGFIELD,KY40069     		NONE PC RELIGIOUS LANDS PROJECT 30,000
    NEW PIONEERS FOR A SUSTAINABLE FUTURE INC
    127 W MAIN STREET
    SPRINGFIELD,KY40069     		NONE PC GENERAL OPERATING SUPPORT 5,000
    ORGANIC ASSOCIATION OF KENTUCKY
    PO BOX 22244
    LEXINGTON,KY40522     		NONE PC GENERAL OPERATING SUPPORT 40,000
    PASSIONIST EARTH & SPIRIT CENTER INC
    1924 NEWBURG RD
    LOUISVILLE,KY40205     		NONE PC GENERAL OPERATING SUPPORT 15,000
    ROBERT E LEE MEMORIAL ASSOCIATION
    483 GREAT HOUSE ROAD
    MONTROSS,VA22520     		NONE PC ANNUAL FUND 10,000
    SHAKER VILLAGE AT PLEASANT HILL KENTUCKY INC
    3501 LEXINGTON ROAD
    HARRODSBURG,KY40330     		NONE PC CHAMBER MUSIC FESTIVAL 1,000
    SHELBY COUNTY HISTORICAL SOCIETY
    PO BOX 444
    SHELBYVILLE,KY40066     		NONE PC MEMORIAL DONATION 1,000
    SIMMONS COLLEGE OF KENTUCKY INC
    1000 SOUTH 4TH STREET
    LOUISVILLE,KY40203     		NONE PC MLK DAY 25,000
    SIMMONS COLLEGE OF KENTUCKY INC
    1000 SOUTH 4TH STREET
    LOUISVILLE,KY40203     		NONE PC GENERAL OPERATING SUPPORT 65,000
    SISTERS OF CHARITY OF NAZARETH
    PO BOX 9
    NAZARETH,KY40048     		NONE PC MEMORIAL DONATION 500
    SMOKETOWN FAMILY WELLNESS CENTER CORP
    760 S HANCOCK STREET SUITE B100
    LOUISVILLE,KY40203     		NONE PC CAPITAL EXPENSE 25,000
    SPEED ART MUSEUM
    2035 SOUTH THIRD STREET
    LOUISVILLE,KY40208     		NONE PC CAPITAL EXPENSES 200,000
    SPEED ART MUSEUM
    2035 SOUTH THIRD STREET
    LOUISVILLE,KY40208     		NONE PC CAPITAL EXPENSE 1,250,000
    ST FRANCIS SCHOOL
    11000 US HIGHWAY 42
    GOSHEN,KY40026     		NONE PC MEMORIAL DONATION 500
    ST FRANCIS SCHOOL
    11000 US HIGHWAY 42
    GOSHEN,KY40026     		NONE PC GOSHEN MAIN AMP AND ENTRANCE PROJECT 50,000
    UNIVERSITY OF LOUISVILLE FOUNDATION INC
    215 CENTRAL AVENUE SUITE 300
    LOUISVILLE,KY40208     		NONE PC EVENT SPONSORSHIP 3,000
    UNIVERSITY OF LOUISVILLE FOUNDATION INC
    215 CENTRAL AVENUE SUITE 300
    LOUISVILLE,KY40208     		NONE PC PAN AFRICAN STUDIES EVENT 4,500
    UNIVERSITY OF LOUISVILLE FOUNDATION INC
    215 CENTRAL AVENUE SUITE 300
    LOUISVILLE,KY40208     		NONE PC PORTLAND U OF L MFA PROJECT 100,000
    UNIVERSITY OF LOUISVILLE FOUNDATION INC
    215 CENTRAL AVENUE SUITE 300
    LOUISVILLE,KY40208     		NONE PC ENVIROME INSTITUTE 1,000,000
    WORLD CONFERENCE OF RELIGIONS FOR PEACE INC
    777 UNITED NATIONS PLAZA 9TH FLOOR
    NEW YORK,NY10017     		NONE PC GENERAL OPERATING SUPPORT 50,000
    WORLD SIGHT INCORPORATED
    2932 BRECKENRIDGE LANE SUITE 5
    LOUISVILLE,KY40220     		NONE PC HONORARIUM DONATION 2,000
    YALE IN KENTUCKY INC
    408 DUFF LANE
    LOUISVILLE,KY40207     		NONE PC ANNUAL FUND 10,000
    Total .................................bullet 3a 5,535,586
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 684  
    4 Dividends and interest from securities....     14 1,962,585  
    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..... 523000 24,862 14 1,619  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,833,256  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 24,862 3,798,144 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    3,823,006
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

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

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


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    OWSLEY BROWN II FAMILY FOUNDATION INC
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    Employer identification number

    61-1189915
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2
    Name of organization
    OWSLEY BROWN II FAMILY FOUNDATION INC
    C/O ZELKOVA STRATEGIC PARTNERS LLC         		Employer identification number
    61-1189915
    Part I
    Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    CHRISTINA LEE BROWN 2012 CHARITABLE LEAD ANNUITY TRUST
     
    C/O ZSP LLC 333 EAST MAIN STREET SU
     
    LOUISVILLE, KY40202

    		$ 3,018,235


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

    		$  


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

    		$  


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

    		$  


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

    		$  


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

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    OWSLEY BROWN II FAMILY FOUNDATION INC
    C/O ZELKOVA STRATEGIC PARTNERS LLC         		Employer identification number

    61-1189915
    Part II
    Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    OWSLEY BROWN II FAMILY FOUNDATION INC
    C/O ZELKOVA STRATEGIC PARTNERS LLC         		Employer identification number

    61-1189915
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2018 AccountingFeesSchedule
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREPARATION & ACCOUNTING FEES 10,483 5,242   5,241

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABBOTT LABORATORIES (ABT) 262,796 433,980
    ALBEMARLE CORP (ALB) 661,830 433,519
    ALIBABA GROUP HLDG LTD (BABA) 571,950 442,051
    ALPHABET INC CL A (GOOGL) 34,716 135,845
    ALPHABET INC CL C (GOOG) 491,351 569,585
    AMAZON.COM INC (AMZN) 578,495 901,182
    ANHEUSER BUSCH INBEV ADR (BUD) 519,405 329,050
    APPLE INC (AAPL) 322,339 560,766
    AT&T INC (ATT) 160,951 142,700
    BANK OF AMERICA CORP (BAC) 359,345 295,680
    BERKSHIRE HATHAWAY INC (BRKB) 394,418 612,540
    BOOKING HLDGS INC (BKNG) 442,772 688,968
    BROWN FORMAN CORP CL B (BFB) 18,982,222 48,756,986
    CARDINAL HEALTH INC (CAH) 302,905 214,080
    CARNIVAL CORP (CCL) 472,998 369,750
    CELGENE CORP (CELG) 658,357 358,904
    CISCO SYS INC (CSCO) 240,178 285,978
    CITIGROUP INC (C) 360,947 312,360
    COMCAST CORP NEW CL A (CMCSK) 618,588 766,125
    DXC TECHNOLOGY CO (DXC) 457,877 372,190
    DISNEY WALT CO (DIS) 99,864 109,650
    FACEBOOK INC (FB) 70,142 485,033
    FEDEX CORP (FDX) 482,955 403,325
    FIRST SOLAR INC (FSLR) 306,984 191,048
    FISERV INC (FISV) 207,356 440,940
    IAC INTERACTIVE CORP (IAC) 448,189 869,440
    JOHNSON & JOHNSON (JNJ) 213,563 322,625
    JPMORGAN CHASE & CO (JPM) 286,420 529,589
    LOWES COS INC (LOW) 330,781 600,340
    MARVELL TECHNOLOGY GROUP LTD (MRVL) 558,230 416,893
    MERCK & CO INC (MRK) 378,245 458,460
    MICROSOFT CORP (MSFT) 116,028 488,044
    MICRON TECHNOLOGY (MU) 357,189 317,300
    MOODYS CORP (MCO) 101,867 140,040
    MORGAN STANLEY (MS) 528,024 475,800
    MYLAN NV (MYL) 531,649 369,900
    ORACLE CORP (ORCL) 350,150 406,350
    PALO ALTO NETWORKS INC (PANW) 2,315 423,787
    PEPSICO INC (PEP) 80,923 231,456
    PFIZER INC (PFE) 161,558 218,250
    PROCTER AND GAMBLE CO (PG) 586,202 680,208
    ROYAL CARIBBEAN CRUISES (RCL) 406,598 391,160
    SCHWAB CHARLES CORP (SCHW) 322,592 436,065
    SKYWORKS SOLUTIONS INC (SWKS) 302,967 201,060
    UNILEVER PLC (UL) 272,562 253,412
    VANGUARD INTL EQUITY INDEX FUND INC (VWO) 95,595 76,200
    VISA INC (V) 537,258 788,340
    WALGREENS BOOTS ALLIANCE INC (WBA) 360,975 464,644
    WATERS CORP (WAT) 26,710 188,650
    WELLS FARGO CO (WFC) 99,974 168,192
    WESTERN DIGITAL CORP (WDC) 228,758 110,910

    TY 2018 InvestmentsOtherSchedule2
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ADVANCED CANCER THERAPEUTICS LLC AT COST 13,038 75,000
    FIMM GOVERNMENT PORTFOLIO: CLASS I (FIGXX) AT COST 2,649 2,649
    JI WIRE INC AT COST 564,294 564,294
    NEW MARKETS VENTURE PARTNERS II LP AT COST 53,652 100,097
    REVON SYSTEMS INC AT COST 450,000 450,000
    SOLIDUS COMPANY LP AT COST 146,657 87,771

    TY 2018 OtherExpensesSchedule
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK FEES 37 0   0
    KENTUCKY STATE TREASURER-FILING FEES 15 0   0
    LICENSES - SOFTWARE 12,262 0   12,262
    PORTFOLIO DEDUCTIONS-NEW MARKETS VENTURE K-1 8,229 8,229   0
    INVESTMENT INTEREST EXPENSE-SOLIDUS COMPANY LP K-1 1,687 1,687   0
    PORTFOLIO DEDUCTIONS-SOLIDUS COMPANY LP K-1 5,038 5,038   0
    OTHER DEDUCTIONS-SOLIDUS COMPANY LP K-1 1,601 0   0
    OTHER DEDUCTIONS-ADVANCED CANCER THERAPEUTICS LLC K-1 7 0   0


    TY 2018 OtherIncomeSchedule2
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    NEW MARKETS VENTURE PTRS II LP-SCHEDULE K-1 505 505 505
    SOLIDUS COMPANY LP-SCHEDULE K-1 1,114 1,114 1,114
    SOLIDUS COMPANY LP-SCHEDULE K-1 -405 0 -405
    ADVANCED CANCER THERAPEUTICS LLC-SCHEDULE K-1 25,267 0 25,267


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT/ADVISORY FEES 199,566 136,835   62,731


    TY 2018 TaxesSchedule
    Name:
    OWSLEY BROWN II FAMILY FOUNDATION INC
     
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    EIN:
    61-1189915
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES - FIDELITY #4674 5,198 5,198   0
    2018 EXCISE TAXES 82,000 0   0
    2017 EXCISE TAXES 93 0   0