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
ARKES FAMILY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)1000 N LAKE SHORE PLAZA NO 27A
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHICAGO, IL60611
A Employer identification number

46-1536842
B Telephone number (see instructions)

(312) 280-8292
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$8,242,346J 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) 0
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 244,975 244,929  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 358,911
b Gross sales price for all assets on line 6a 1,145,542
7 Capital gain net income (from Part IV, line 2)... 358,991
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 6,179 3,226  
12 Total. Add lines 1 through 11........ 610,065 607,146  
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 5,250 2,625   2,625
c Other professional fees (attach schedule)....        
17 Interest............... 2,233 2,208   0
18 Taxes (attach schedule) (see instructions)... Click to see attachment 7,415 370   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 68,308 66,529   98
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 83,206 71,732   2,723
25 Contributions, gifts, grants paid....... 966,953 966,953
26 Total expenses and disbursements. Add lines 24 and 25 1,050,159 71,732   969,676
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -440,094
b Net investment income (if negative, enter -0-) 535,414
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.............      
2 Savings and temporary cash investments......... 134,650 193,185 193,185
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 4,427,787 Click to see attachment3,987,608 4,712,123
c Investments—corporate bonds (attach schedule)....... 1,905,108 Click to see attachment1,770,813 1,661,282
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 1,454,008 Click to see attachment1,529,853 1,675,756
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) 7,921,553 7,481,459 8,242,346
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........ 7,921,553 7,481,459
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 0 0
30 Total net assets or fund balances (see instructions)..... 7,921,553 7,481,459
31 Total liabilities and net assets/fund balances (see instructions). 7,921,553 7,481,459
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
7,921,553
2
Enter amount from Part I, line 27a .....................
2
-440,094
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
7,481,459
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
7,481,459
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 - NORTHERN TRUST      
b FROM K-1: PRIVATE EQUITY CORE FUND (QP) VI LP P    
c FROM K-1: PRIVATE EQUITY CORE FUND (QP) VI LP (UBTI) P    
d FROM K-1: PRIVATE EQUITY CORE FUND V LP (UBTI) P    
e FROM K-1: PRIVATE EQUITY CORE FUND V LP P    
CAPITAL GAINS DIVIDENDS P    
(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 1,027,053   786,535 240,518
b 2,465     2,465
c 16     16
d     16 -16
e 39,109     39,109
76,899     76,899
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       240,518
b       2,465
c       16
d       -16
e       39,109
      76,899
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 2 358,991
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 1,047,606 9,376,293 0.111729
2016 1,078,293 9,213,299 0.117037
2015 665,980 10,149,876 0.065615
2014 498,701 10,708,700 0.046570
2013 49,422 10,030,933 0.004927
2
Total of line 1, column (d) .....................
2
0.345878
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
0.069176
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
9,080,865
5
Multiply line 4 by line 3......................
5
628,178
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
5,354
7
Add lines 5 and 6........................
7
633,532
8
Enter qualifying distributions from Part XII, line 4,.............
8
969,676
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 5,354
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 5,354
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 5,354
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 5,199
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 6,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 11,199
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 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 5,845
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet5,845 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)
    bulletIL
    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 ofbulletMICHAEL A ARKES Telephone no.bullet (312) 280-8292

    Located atbullet1000 N LAKE SHORE PLAZA NO 27ACHICAGOIL ZIP+4bullet60611
    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
     
     
    ........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
    MICHAEL ARKES PRESIDENT
    3.00     		0 0 0
    1000 N LAKE SHORE PLAZA 27A
    CHICAGO,IL60611
    HELEN ARKES DIRECTOR
    0.20     		0 0 0
    1000 N LAKE SHORE PLAZA 27A
    CHICAGO,IL60611
    JOHN ERAMO DIRECTOR
    0.10     		0 0 0
    2104 NW EVERETT STREET
    PORTLAND,OR97210
    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 NONE 0
    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 NONE 0
    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
    9,063,303
    b
    Average of monthly cash balances.......................
    1b
    155,849
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    9,219,152
    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
    9,219,152
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    138,287
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    9,080,865
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    454,043
    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
    454,043
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    5,354
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    86
    c
    Add lines 2a and 2b............................
    2c
    5,440
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    448,603
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    448,603
    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
    448,603
    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
    969,676
    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
    969,676
    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
    5,354
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    964,322
    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 7 448,603
    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......  
    b From 2014......  
    c From 2015......  
    d From 2016...... 271,030
    e From 2017...... 587,409
    fTotal of lines 3a through e........ 858,439
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 969,676
    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..... 448,603
    e Remaining amount distributed out of corpus 521,073
    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 1,379,512
    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) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		1,379,512
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016.... 271,030
    d Excess from 2017.... 587,409
    e Excess from 2018.... 521,073
    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).)
    MICHAEL ARKES
    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
    A BETTER CHICAGO
    600 W VAN BUREN STREET STE 510
    CHICAGO,IL60607     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 10,000
    ACADEMY FOR GLOBAL CITIZENSHIP CHARTER SCHOOL
    4647 W 47TH STREET
    CHICAGO,IL60632     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    ALLIANCE TO END HOMELESSNESS IN SUBURBAN COOK COUNTY
    4415 HARRISON STREET STE 228
    HILLSIDE,IL60162     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    ALZHEIMERS DISEASE AND RELATED DISORDERS ASSOCIATION INC
    225 N MICHIGAN AVENUE STE 1700
    CHICAGO,IL60601     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 750
    AMERICAN CIVIL LIBERTIES UNION
    180 N MICHIGAN AVENUE STE 600
    CHICAGO,IL60601     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    AMERICAN FRIENDS SERVICE COMMITTEE
    1501 CHERRY STREET
    PHILADELPHIA,PA19102     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    AMNESTY INTERNATIONAL OF THE USA INC
    5 PENN PLAZA 16TH FLOOR
    NEW YORK,NY10001     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    ANSHE EMET SYNAGOGUE
    3751 N BROADWAY STREET
    CHICAGO,IL60613     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 8,182
    ANTI-DEFAMATION LEAGUE
    605 THIRD AVENUE
    NEW YORK,NY10158     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 25,000
    ARIZONA JEWISH HISTORICAL SOCIETY
    122 E CULVER STREET
    PHOENIZ,AZ85004     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    ART INSTITUTE OF CHICAGO
    111 S MICHIGAN AVENUE
    CHICAGO,IL60603     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 150
    AUNT MARTHAS HEALTH AND WELLNESS INC
    19990 GOVERNORS HIGHWAY
    OLYMPIA FIELDS,IL60461     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 3,000
    BAUTISTA MEMORIAL SCHOLARSHIP
    6425 S HARLEM AVENUE
    CHICAGO,IL60638     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 200
    BELOIT COLLEGE
    700 COLLEGE STREET
    BELIOT,WI53511     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 16,150
    BNAI BRITH YOUTH ORGANIZATION INC
    800 8TH STREET NW
    WASHINGTON,DC20001     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 5,000
    BRADY CENTER TO PREVENT GUN VIOLENCE
    840 1ST STREET NE STE 400
    WASHINGTON,DC20002     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    CARA PROGRAM
    237 S DES PLAINES STREET
    CHICAGO,IL60661     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,500
    CHAI LIFELINE CHILDRENS FUND INC
    151 W 30TH STREET
    NEW YORK,NY10001     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    CHICAGO ARCHITECTURE FOUNDATION
    224 S MICHIGAN AVENUE
    CHICAGO,IL60604     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 75
    CHICAGO CHILDRENS ADVOCACY CENTER
    1240 S DAMEN AVENUE
    CHICAGO,IL60608     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,770
    CHICAGO CHILDRENS MUSEUM
    700 E GRAND AVENUE STE 127
    CHICAGO,IL60611     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    CHICAGO COALITION FOR THE HOMELESS
    70 E LAKE STREET STE 720
    CHICAGO,IL60601     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    CHICAGO COMMUNITY FOUNDATION
    225 N MICHIGAN AVENUE
    CHICAGO,IL60601     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    CHICAGO CUBS CHARITIES
    1060 WEST ADDISON STREET
    CHICAGO,IL60613     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    CHICAGO HISTORY MUSEUM
    1601 N CLARK STREET
    CHICAGO,IL60614     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 96
    CHICAGO HOUSE AND SOCIAL SERVICE AGENCY
    1925 N CLYBOURN AVENUE STE 401
    CHICAGO,IL60614     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    CHICAGO HUMAN RHYTHM PROJECT
    410 S MICHIGAN AVENUE STE 464
    CHICAGO,IL60605     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    CHICAGO PUBLIC EDUCATION FUND
    200 W ADAMS STREET STE 2150
    CHICAGO,IL60606     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    CHICAGO PUBLIC MEDIA INC
    848 E GRAND AVENUE NAVY PIER
    CHICAGO,IL60611     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 120
    CHRISTOPHER HOUSE
    1611 W DIVISION STREET APT 208
    CHICAGO,IL60622     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    CLARETIAN ASSOCIATES
    9108 S BRANDON AVENUE
    CHICAGO,IL60617     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    CONGREGATION BNAI JEHOSHUA BETH ELOHIM
    1201 LAKE COOK ROAD
    DEERFIELD,IL60015     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    COOPERATIVE FOR ASSISTANCE AND RELIEF EVERYWHERE INC
    151 ELLIS STREET NE
    ATLANTA,GA30303     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    COUNCIL FOR JEWISH ELDERLY
    3003 W TOUHY AVENUE
    CHICAGO,IL60645     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    DELTA INSTITUTE
    35 E WACKER DRIVE STE 1200
    CHICAGO,IL60601     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    DIGESTIVE HEALTH FOUNDATION
    251 E HURON STREET STE 3-200
    CHICAGO,IL60611     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    DOCTORS WITHOUT BORDERS USA INC
    333 SEVENTH AVENUE STE 2ND FLOOR
    NEW YORK,NY10001     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    ENVIRONMENTAL DEFENSE FUND INCORPORATED
    257 PARK AVENUE SOUTH
    NEW YORK,NY10010     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    ERIKSON INSTITUTE
    451 N LASALLE DRIVE
    CHICAGO,IL60654     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 200
    FAMILY INSTITUTE
    618 LIBRARY PLACE
    EVANSTON,IL60201     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    FINCA INTERNATIONAL INC
    1201 15TH STREET NW 8TH FLOOR
    WASHINGTON,DC20005     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    FOOD ALLERGY RESEARCH & EDUCATION INC
    7925 JONES BRANCH DRIVE STE 1100
    MCLEAN,VA22102     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    FRIENDS OF CHICAGO PUBLIC SCHOOLS
    175 E DELAWARE PLAZA APT 6612
    CHICAGO,IL60611     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    GREATER CHICAGO FOOD DEPOSITORY
    4100 W ANN LURIE PLACE
    CHICAGO,IL60632     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    GROWING HOME INC
    2732 N CLARK STREET
    CHICAGO,IL60614     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 3,000
    HADASSAH FOUNDATION INC
    40 WALL STREET
    NEW YORK,NY10005     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    HEIFER INTERNATIONAL FOUNDATION
    1 WORLD AVENUE
    LITTLE ROCK,AR72202     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    HELPING HAND INCENTIVES
    329 W 18TH STREET STE 714
    CHICAGO,IL60616     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 770,000
    HIGH JUMP
    59 W NORTH BOULEVARD
    CHICAGO,IL60610     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,000
    HIGHSIGHT
    315 W WALTON STREET
    CHICAGO,IL60610     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 5,000
    HILLEL THE FOUNDATION FOR JEWISH CAMPUS LIFE
    1532 W FREDONIA AVENUE
    PEORIA,IL61606     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    HOLOCAUST MEMORIAL FOUNDATION OF ILLINOIS INC
    9603 WOODS DRIVE
    SKOKIE,IL60077     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    HOMES FOR OUR TROOPS INC
    6 MAIN STREET
    TAUNTON,MA02780     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    HUMAN RIGHTS WATCH INC
    350 FIFTH AVENUE 34TH FLOOR
    NEW YORK,NY10118     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,000
    IMPACT 100 CHICAGO NFP
    PO BOX 607
    PALATINE,IL60078     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,100
    INSPIRATION CORPORATION
    4554 N BROADWAY STREET STE 207
    CHICAGO,IL60640     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    JDRF INTERNATIONAL
    26 BROADWAY 14TH FLOOR
    NEW YORK,NY10004     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    JEWISH CHILD AND FAMILY SERVICES
    216 W JACKSON BOULEVARD STE 800
    CHICAGO,IL60606     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    JEWISH COUNCIL ON URBAN AFFAIRS
    610 S MICHIGAN AVENUE
    CHICAGO,IL60605     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 3,000
    JEWISH GENEALOGICAL SOCIETY OF ILLINOIS
    PO BOX 515
    NORTHBROOK,IL60065     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    JEWISH UNITED FUND OF METROPOLITAN CHICAGO
    30 S WELLS STREET
    CHICAGO,IL60606     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 37,000
    JOURNEYCARE INC
    2050 CLAIRE COURT
    GLENVIEW,IL60025     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    LAMBS FARM INC
    PO BOX 520
    LIBERTYVILLE,IL60048     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,750
    LINCOLN PARK ZOOLOGICAL SOCIETY
    2001 N CLARK STREET
    CHICAGO,IL60614     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 90
    LITERATURE FOR ALL OF US
    2010 DEWEY AVENUE
    EVANSTON,IL60201     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 150
    MAKE-A-WISH FOUNDATION OF ILLINOIS INC
    640 N LASALLE DRIVE NO 280
    CHICAGO,IL60654     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    MAOT CHITIM OF GREATER CHICAGO INC
    7366 N LINCOLN AVENUE
    LINCOLNWOOD,IL60712     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    MAPSCORPS
    5307 S HYDE PARK BLVD
    CHICAGO,IL60615     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    MASORTI FOUNDATION FOR CONSERVATIVE JUDAISM IN ISRAEL
    475 RIVERSIDE DRIVE STE 832
    NEW YORK,NY10115     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 360
    MEALS ON WHEELS FOUNDATION OF COOK COUNTY
    3239 GROVE AVENUE STE 202
    BERWYN,IL60402     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    MERCADO GLOBAL INC
    254 36TH STREET UNIT 41 STE C308
    BROOKLYN,NY11232     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    NATIONAL COUNCIL OF JEWISH WOMEN INCORPORATED
    475 RIVERSIDE DRIVE STE 1901
    NEW YORK,NY10115     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,500
    NATIONAL INDIAN JUSTICE CENTER INC
    5250 AERO DRIVE
    SANTA ROSA,CA95403     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    NATIONAL PARKINSON FOUNDATION INC
    PO BOX 880145
    BOCA RATON,FL33488     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    NATURE CONSERVANCY
    4245 N FAIRFAX DRIVE
    ARLINGTON,VA22203     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    NIGHT MINISTRY
    4711 N RAVENSWOOD AVENUE
    CHICAGO,IL60640     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,000
    OXFAM AMERICA ACTION FUND INC
    226 CAUSEWAY STREET 5TH FLOOR
    BOSTON,MA02114     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    PLANNED PARENTHOOD OF ILLINOIS
    18 S MICHIGAN AVENUE 6TH FLOOR
    CHICAGO,IL60603     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,000
    PURDUE RESEARCH FOUNDATION
    1281 WIN HENTSCHEL BOULEVARD
    WEST LAFAYETTE,IN47906     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    RAINBOW HOSPICE FOUNDATION INC
    147 W ROCKWELL STREET
    JEFFERSON,WI53549     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    RESPOND NOW INC
    PO BOX 215
    CHICAGO HEIGHTS,IL60412     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,500
    SARGENT SHRIVER NATIONAL CENTER ON POVERTY LAW
    111 N WABASH AVENUE 500
    CHICAGO,IL60602     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    SAVE THE CHILDREN FEDERATION INC
    501 KINGS HIGHWAY EAST STE 400
    FAIRFIELD,CT06825     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    SHALVA INC
    PO BOX 46375
    CHICAGO,IL60646     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,610
    SMITHSONIAN INSTITUTION OFFICE OF THE COMPTROLLER
    1000 JEFFERSON DRIVE SW
    WASHINGTON,DC20560     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 150
    SOUTH SUBURBAN FAMILY SHELTER
    18139 HARWOOD AVENUE
    HOMEWOOD,IL60430     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    SOUTHERN POVERTY LAW CENTER INC
    400 WASHINGTON AVENUE
    MONTGOMERY,AL36104     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    SPECIAL OLYMPICS ILLINOIS
    605 E WILLOW STREET
    NORMAL,IL61761     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    SPERTUS INSTITUTE FOR JEWISH LEARNING AND LEADERSHIP
    610 S MICHIGAN AVENUE
    CHICAGO,IL60605     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 150
    STORYCATCHERS THEATRE
    544 W OAK STREET STE 1005
    CHICAGO,IL60610     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    TEACH FOR AMERICA INC
    25 BROADWAY 12TH FLOOR
    NEW YORK,NY10004     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 15,000
    THE ARK
    6450 N CALIFORNIA AVENUE
    CHICAGO,IL60645     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 5,000
    THE CHICAGO LIGHTHOUSE FOR PEOPLE WHO ARE BLIND OR VISUALLY IMPAIRED
    1850 W ROOSEVELT ROAD
    CHICAGO,IL60608     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    THE JACK & SHIRLEY LUBEZNIK CENTER FOR THE ARTS INC
    101 W 2ND STREET
    MICHIGAN CITY,IN46360     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 1,000
    THE SALVATION ARMY
    5550 PRAIRIE STONE PARKWAY
    HOFFMAN ESTATES,IL60192     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 100
    UNION OF CONCERNED SCIENTISTS INC
    2 BRATTLE SQUARE STE 6
    CAMBRIDGE,MA02138     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 200
    UNITED NEGRO COLLEGE FUND INC
    1805 7TH STREET NW
    WASHINGTON,DC20001     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    UNITED STATES FUND FOR UNICEF
    125 MAIDEN LANE 10TH FLOOR
    NEW YORK,NY10038     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    UNITED STATES HOLOCAUST MEMORIAL COUNCIL
    100 RAOUL WALLENBERG PLACE SW
    WASHINGTON,DC20024     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 500
    UNIVERSITY OF ILLINOIS FOUNDATION
    1305 W GREEN STREET
    URBANA,IL61801     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 200
    VOCEL VIEWING OUR CHILDREN AS EMERGING LEADERS NFP
    5317 W CHICAGO AVENUE
    CHICAGO,IL60651     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 2,500
    WILDLIFE CONSERVATION SOCIETY
    2300 SOUTHERN BOULEVARD
    BRONX,NY10460     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    WILLIAM J BRENNAN JR CENTER FOR JUSTICE INC
    120 BROADWAY STE 1720
    NEW YORK,NY10271     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    WINDOWS TO THE WORLD COMMUNICATIONS INC
    5400 N ST LOUIS AVENUE
    CHICAGO,IL60625     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 300
    WOMEN FOR WOMEN INTERNATIONAL
    2000 M STREET NW STE 200
    WASHINGTON,DC20036     		NONE PC EXEMPT PURPOSE OF ORGANIZATION 250
    Total .................................bullet 3a 966,953
    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 ...........     		         
    4 Dividends and interest from securities.... 900001 46 14 244,929  
    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..... 900001 2,953 14 3,169  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		900001 -80 18 358,991  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aSECTION 965(A) INCOME INCLUSION     		        57
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 2,919 607,089 57
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    610,065
    (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.)
    11 PRIVATE EQUITY CORE FUND V - SECTION 965(A) INCOME $3.
    11 PRIVATE EQUITY CORE FUND (QP) VI - SECTION 965(A) INCOME $54.
    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

    TY 2018 AccountingFeesSchedule
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,250 2,625   2,625

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Name of Bond End of Year Book Value End of Year Fair Market Value
    MFB NORTHERN FDS SHORT BD FD 250,000 244,430
    MFB NORTHERN FDS ULTRA SHORT FIXED INCOME 85,513 85,009
    MFB NORTHERN FUNDS FIXED INCOME 234,019 216,785
    MFB NORTHERN HIGH YIELD FIXED INCOME FUND 307,176 253,176
    MFC FLEX SHARES TR IBOXX 3 YR 179,272 171,671
    MFO BLACKROCK FDS HIGH YIELD BD 276,028 265,330
    MFO DOUBLELINE CORE FIXED INCOME FUND I 438,805 424,881

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Name of Stock End of Year Book Value End of Year Fair Market Value
    3M CO 12,135 17,720
    ABBOTT LABORATORIES 11,938 20,831
    ABBVIE INC.COM 9,413 19,360
    AIR PRODUCTS AND CHEMICALS, INC 18,144 20,486
    ALTRIA GROUP INC 7,986 11,261
    AMGEN INC 22,341 24,334
    AUTOMATIC DATA PROCESSING 2,406 5,900
    BB&T CORP 21,445 25,169
    BLACKROCK INC 9,112 14,142
    BROADCOM INC COM 7,917 7,628
    CHEVRON CORP 11,345 10,661
    CISCO SYSTEMS INC 16,285 32,064
    CROWN CASTLE INTL CORP 15,130 19,879
    ELI LILLY & CI COM 7,635 8,100
    EXXON MOBIL CORP 10,728 8,592
    HASBRO INC 2,232 3,331
    HOME DEPOT INC 16,251 24,055
    HONEYWELL INTL INC 21,255 22,725
    HP INC 6,425 6,015
    ILLINOIS TOOL WORKS INC 9,997 10,389
    JOHNSON & JOHNSON 14,789 23,100
    JP MORGAN CHASE & CO 19,495 31,727
    LOCKHEED MARTIN CORP 9,351 19,638
    LYONDELLBASELL INDUSTRIES 10,315 10,644
    MARSH & MCLENNAN CO 13,939 14,196
    MAXIM INTEGRATED PRODS INC 4,290 7,170
    MC CORMICK & CO INC 4,940 7,101
    MC DONALDS CORP. COMMON STOCK, NO PAR 23,890 26,458
    MEDTRONIC PLC 15,243 17,100
    MFB NORTHERN EQUITY INDEX FUNDS 367,438 399,596
    MFB NORTHERN FDS STK INDEX 887,352 1,342,215
    MFB NORTHERN INTL EQUITY INDEX 1,346,493 1,301,767
    MFC VANGUARD FTSE EMERGING MKTS 200,254 191,072
    MFO DFA INVT DIMENSIONS GROUP INC EMERGING MKTS 197,238 198,926
    MFO DFA SMALL CAP PORTFOLIO 286,818 348,342
    MFO VANGUARD TOTAL STOCK MARKET INDEX FUND 147,491 193,323
    MICROSOFT CORP 10,259 34,229
    MONDELEZ INTL INC COM 3,987 3,563
    NEXTERA ENERGY INC 15,961 31,461
    PAYCHEX INC 12,467 19,936
    PEPSICO INC 19,083 22,869
    PFIZER INC 14,884 19,817
    PHILLIPS 66 COM 8,785 7,064
    REALTY INCOME CORP 8,324 9,078
    SEMPRA ENERGY INC 16,088 15,255
    SIMON PROPERTY GROUP INC COM 13,709 13,775
    STARBUCKS CORP COM 13,901 17,453
    TEXAS INSTRUMENTS INC 19,045 27,216
    US BANCORP 12,877 11,196
    VALERO ENERGY CORP 6,713 8,022
    WEC ENERGY GROUP INC 11,162 18,146
    WILLIAMS COMPANY INC 10,907 8,026

    TY 2018 InvestmentsOtherSchedule2
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    MFC FLEX SHARES TR MORNINGSTAR GLOBAL AT COST 377,165 319,152
    MFO DFA INVT DIMENSIONS GROUP INC INTL REAL ESTATE AT COST 273,549 239,430
    MFO DFA INVT DIMENSIONS GROUP INC REAL ESTATE AT COST 261,173 312,760
    PRIVATE EQUITY CORE FUND V LP AT COST 439,753 582,822
    PRIVATE EQUITY CORE FUND VI AT COST 178,213 221,592

    TY 2018 OtherExpensesSchedule
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK FEES 34 0   34
    FROM K-1: PRIVATE EQUITY CORE FUND (QP) VI LP 10,074 8,630   4
    FROM K-1: PRIVATE EQUITY CORE FUND V LP 17,441 17,323   35
    IL CHARITY BUREAU FUND 15 0   15
    IL SECRETARY OF STATE 13 0   10
    NORTHERN TRUST FEES 40,576 40,576   0
    OTHER EXPENSES 155 0   0


    TY 2018 OtherIncomeSchedule2
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    FROM K-1: PRIVATE EQUITY CORE FUND (QP) VI LP -67 -67 -67
    FROM K-1: PRIVATE EQUITY CORE FUND (QP) VI LP (UBTI) -138 0 -138
    FROM K-1: PRIVATE EQUITY CORE FUND V LP 2,719 2,719 2,719
    FROM K-1: PRIVATE EQUITY CORE FUND V LP (UBTI) 3,091 0 3,091
    NORTHERN TRUST 517 517 517
    SECTION 965(A) INCOME INCLUSION 57 57 57


    TY 2018 TaxesSchedule
    Name:
    ARKES FAMILY FOUNDATION
    EIN:
    46-1536842
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAXES 7,000 0   0
    ILLINOIS DEPARTMENT OF REVENUE 43 0   0
    FOREIGN TAXES 372 370   0