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
ARKAY FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)4625 GREENVILLE AVE NO 101
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
DALLAS, TX75206
A Employer identification number

75-2909791
B Telephone number (see instructions)

(214) 696-0575
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$1,962,331J 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... 67,426 67,426  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 208,618
b Gross sales price for all assets on line 6a 2,546,341
7 Capital gain net income (from Part IV, line 2)... 205,581
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).......      
12 Total. Add lines 1 through 11........ 276,044 273,007  
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 3,350 3,350   0
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 346 0   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 20,876 20,876   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 24,572 24,226   0
25 Contributions, gifts, grants paid....... 143,182 143,182
26 Total expenses and disbursements. Add lines 24 and 25 167,754 24,226   143,182
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 108,290
b Net investment income (if negative, enter -0-) 248,781
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............. 3,745 3,745 3,745
2 Savings and temporary cash investments......... 14,211 513,745 513,745
3 Accounts receivable bullet3,920
Less: allowance for doubtful accounts bullet     3,920  
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)....... 780,323 0 0
c Investments—corporate bonds (attach schedule)....... 657,757 0 0
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 536,494 Click to see attachment1,579,410 1,444,841
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) 1,992,530 2,100,820 1,962,331
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.................. 1,992,530 2,100,820
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........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 1,992,530 2,100,820
31 Total liabilities and net assets/fund balances (see instructions). 1,992,530 2,100,820
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
1,992,530
2
Enter amount from Part I, line 27a .....................
2
108,290
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
2,100,820
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
2,100,820
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 1,073 SHS LORD ABBETT FLOAT RATE FUND CL A   2017-10-31 2018-04-04
b 532 SHS BOK FINANCIAL CORP   1996-11-15 2018-04-04
c 1,980 SHS SHIP FINANCE INTL   2004-06-17 2018-04-04
d 400 SHS MCDONALDS CORP   2014-06-26 2018-04-04
e 700 SHS COLGATE PALMOLIVE CO   2013-09-27 2018-04-04
500 SHS JOHNSON & JOHNSON CO   2013-09-27 2018-04-04
600 SHS WALMART INC   2014-06-26 2018-04-04
1,300 SHS AT&T INC   2013-09-19 2018-04-04
1,100 SHS PAYCHEX INC   2014-06-26 2018-04-04
400 SHS CHEVRON CORP   2012-10-19 2018-04-04
1,100 SHS BP PLC   2015-05-13 2018-04-04
300 SHS LOCKHEED MARTIN CORP   2014-06-26 2018-04-04
1,100 GLAXOSMITHKLINE PLC   2015-05-27 2018-04-04
2,300 INTEL CORP   2012-10-19 2018-04-04
1,450 SHS PFIZER INC   2015-05-27 2018-04-04
1,800 CISCO SYSTEMS INC   2016-04-07 2018-04-04
1,000 SHS QUALCOMM INC   2016-04-07 2018-04-04
1,100 SHS ISHARES TR 0-5 YR HIGH YIELD   2017-06-12 2018-01-08
611 SHS WISDOMTREE TR CHINA EX ST   2018-04-04 2018-10-02
700 SHS PHILIP MORRIS INTL INC   2011-12-09 2018-04-04
6,097 SHS EATON VANCE GLOBAL M ACRO   2018-04-04 2018-09-04
6,679 SHS WILLIAM BLAIR MACRO ALLOCATION FUND CL I   2018-04-04 2018-09-04
100,000 SHS MERRILL LYNCH & CO INC FXD RT 6.875% 11/15/18   2009-05-22 2018-11-15
100,000 SHS GOLDMAN SACHS GROUP INC BD 6.150% 04/01/18   2009-05-21 2018-04-02
100,000 SHS BEAR STEARNS COS INC 7.25% 02/01/18   2009-05-21 2018-02-01
8,099 SHS VAN ECK EMERGING MARKETS FUND CLASS I   2018-04-04 2018-10-02
6,500 SHS ISHARES TR 0-5 YR HIGH YIELD CORP   2017-06-12 2018-04-04
58,718 SHS LORD ABBETT FL RATE FUND CL A   2016-08-24 2018-04-04
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 9,836   9,869 -33
b 53,237   32,367 20,870
c 28,412   40,434 -12,022
d 64,831   40,936 23,895
e 50,239   42,325 7,914
65,435   43,709 21,726
52,446   45,573 6,873
46,661   45,613 1,048
68,101   45,887 22,214
45,881   46,157 -276
45,114   47,398 -2,284
102,388   49,032 53,356
43,966   49,366 -5,400
115,325   50,118 65,207
52,494   50,165 2,329
74,632   50,378 24,254
55,074   50,442 4,632
52,091   52,786 -695
42,793   52,999 -10,206
70,835   53,459 17,376
59,691   63,519 -3,828
74,539   79,415 -4,876
100,000   93,234 6,766
100,000   99,731 269
100,000   100,091 -91
129,753   158,830 -29,077
302,829   311,915 -9,086
538,444   535,012 3,432
1,294     1,294
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       -33
b       20,870
c       -12,022
d       23,895
e       7,914
      21,726
      6,873
      1,048
      22,214
      -276
      -2,284
      53,356
      -5,400
      65,207
      2,329
      24,254
      4,632
      -695
      -10,206
      17,376
      -3,828
      -4,876
      6,766
      269
      -91
      -29,077
      -9,086
      3,432
      1,294
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 2 205,581
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 96,415 2,158,425 0.044669
2016 93,994 1,893,023 0.049653
2015 88,667 1,811,377 0.048950
2014 65,421 1,613,885 0.040536
2013 57,390 1,291,270 0.044445
2
Total of line 1, column (d) .....................
2
0.228253
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
0.045651
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
2,171,388
5
Multiply line 4 by line 3......................
5
99,126
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
2,488
7
Add lines 5 and 6........................
7
101,614
8
Enter qualifying distributions from Part XII, line 4,.............
8
143,182
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 2,488
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 2,488
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 2,488
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 1,840
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 1,840
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 9 648
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see 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
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bullet
    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 ofbulletCAROLYN WITTENBRAKER Telephone no.bullet (214) 696-0575

    Located atbullet4625 GREENVILLE AVE STE 101DALLASTX ZIP+4bullet75206
    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
    CAROLYN WITTENBRAKER PRESIDENT
    0.00     		0 0 0
    4625 GREENVILLE AVENUE STE 101
    DALLAS,TX75206
    RICHARD E WITTENBRAKER VICE PRESIDENT
    0.00     		0 0 0
    3409 SOUTHILL CIR
    AUSTIN,TX78703
    KATHRYN JENKS VICE PRESIDENT
    0.00     		0 0 0
    230 S PARKVIEW AVE
    COLUMBUS,OH43209
    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
    1,965,016
    b
    Average of monthly cash balances.......................
    1b
    239,439
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    2,204,455
    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
    2,204,455
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    33,067
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    2,171,388
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    108,569
    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
    108,569
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    2,488
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    2,488
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    106,081
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    106,081
    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
    106,081
    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
    143,182
    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
    143,182
    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
    2,488
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    140,694
    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 7 106,081
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 15,000
    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......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 143,182
    a Applied to 2017, but not more than line 2a 15,000
    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..... 106,081
    e Remaining amount distributed out of corpus 22,101
    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 22,101
    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 ......     		22,101
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018.... 22,101
    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 e-mail address of the person to whom applications should be addressed:
    CAROLYN WITTENBRAKER
    4625 GREENVILLE AVE SUITE 101
    DALLAS,TX75206
    (214) 696-0575
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER OF EXPLANATION AND NEED
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    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
    BALLETMET
    322 MOUNT VERNON AVE
    COLUMBUS,OH43215     		NONE PC PERFORMING ARTS 5,000
    BAYLOR HEALTH CARE SYSTEM FOUNDATION
    2001 BRYAN STREET NO 2200
    DALLAS,TX75201     		NONE PC HOSPITAL 11,100
    BRAVELOVE INC
    2633 MCKINNEY AVE STE 130-266
    DALLAS,TX75204     		NONE PC ADOPTION MOVEMENT 500
    BRAVO COLORADO AT VAIL-BEAVER CREEK DBA BRAVO VAIL VALLEY MUSIC FESTIVAL
    2271 N FRONTAGE RD W SUITE C
    VAIL,CO81657     		NONE PC PERFORMING ARTS 2,700
    CAMP SUMMIT INC
    17210 CAMPBELL ROAD SUITE 180-W
    DALLAS,TX75252     		NONE PC EDUCATION 175
    COLUMBUS SCHOOL FOR GIRLS
    56 SOUTH COLUMBIA AVENUE
    COLUMBUS,OH43209     		NONE PC EDUCATION 30,000
    CRYSTAL CHARITY BALL
    3838 OAK LAWN AVE
    DALLAS,TX75219     		NONE PC FUNDRAISING ORG 800
    DALLAS ARBORETUM & BOTANICAL SOCIETY
    8617 GARLAND RD
    DALLAS,TX75218     		NONE PC BOTANICAL GARDENS 335
    DALLAS CHILDREN'S ADVOCACY CENTER
    5351 SAMUELL BLVD
    DALLAS,TX75228     		NONE PC FAMILY ASSISTANCE 500
    DALLAS LEADERSHIP FOUNDATION TREASURE OF HOPE
    PO BOX 227455
    DALLAS,TX75222     		NONE PC FAMILY ASSISTANCE 500
    DALLAS WOMAN'S CLUB FOUNDATION
    7000 PARK LANE
    DALLAS,TX75225     		NONE PC FUNDRAISING 150
    DELL CHILDREN'S MEDICAL CENTER FOUNDATION
    4900 MUELLER BLVD
    AUSTIN,TX78723     		NONE PC MEDICAL 10,000
    EDUCATIONAL OPPORTUNITIES INC
    3419 WESTMINSTER AVENUE NO 218
    DALLAS,TX75205     		NONE PC SCHOLARSHIPS/FINANCIAL AID 2,200
    EPISCOPAL CHURCH OF THE TRANSFIGURATION
    14115 HILLCREST RD
    DALLAS,TX75254     		NONE PC GENERAL SUPPORT 500
    EQUEST
    PO BOX 171779
    DALLAS,TX75217     		NONE PC HUMAN SERVICES 800
    PRESBYTERIAN COMMUNITIES AND SERVICES FOUNDATIONFAITH PRESBYTERIAN HOSPICE
    12467 MERIT DRIVE
    DALLAS,TX75251     		NONE PC FAMILY ASSISTANCE 200
    FRIENDS OF THE HIGHLAND PARK LIBRARY
    4700 DREXEL DRIVE
    DALLAS,TX75205     		NONE PC OPERATING FUND 50
    GENESIS WOMEN'S SHELTER & SUPPORT
    4411 LEMMON AVE SUITE 201
    DALLAS,TX75219     		NONE PC FAMILY ASSISTANCE 7,000
    HIGHLAND PARK EDUCATION FOUNDATION
    4201 GRASSMERE LN
    DALLAS,TX75205     		NONE PC EDUCATION 300
    HIGHLAND PARK UNITED METHODIST CHURCH
    3300 MOCKINGBIRD LN
    DALLAS,TX75205     		NONE PC FAMILY ASSISTANCE 200
    JUBILEE PARK & COMMUNITY CENTER
    PO BOX 710759
    DALLAS,TX75371     		NONE PC FAMILY ASSISTANCE 2,500
    KIMBELL ART MUSEUM
    301 COMMERCE ST 2300
    FORT WORTH,TX76102     		NONE PF MUSEUM 300
    MD ANDERSON CANCER CENTER
    PO BOX 4486
    HOUSTON,TX77210     		NONE GOV MEDICAL RESEARCH 5,000
    MEADOWS MUSEUM
    PO BOX 750357
    DALLAS,TX75275     		NONE PC EDUCATION 1,000
    NORTH TEXAS FOOD BANK
    3677 MAPLESHADE LN
    PLANO,TX75075     		NONE PC FAMILY ASSISTANCE 100
    ONE MAN'S TREASURE
    519 I-30 EAST 211
    ROCKWALL,TX75087     		NONE PC HUMAN SERVICES 200
    PELOTONIA
    450 W BROAD ST
    COLUMBUS,OH43215     		NONE PC CANCER RESEARCH 5,000
    PEROT MUSEUM OF NATURE & SCIENCE
    2201 N FIELD STREET
    DALLAS,TX75201     		NONE PC MUSEUM 322
    ST MICHAEL & ALL ANGELS EPISCOPAL CHURCH
    8011 DOUGLAS
    DALLAS,TX75225     		NONE PC CHURCH 21,750
    TEXAS HEALTH RESOURCES FOUNDATION
    612 E LAMAR BLVD SUITE 300
    ARLINGTON,TX76011     		NONE PC MEDICAL 300
    TEXAS SCOTTISH RITE
    2222 WELBORN ST
    DALLAS,TX75219     		NONE PC MEDICAL 500
    THE HOCKADAY SCHOOL
    11600 WELCH RD
    DALLAS,TX75229     		NONE PC EDUCATION 1,000
    TRAGEDY ASSISTANCE PROGRAM FOR SURVIVORS
    3033 WILSON BLVD SUITE 300
    ARLINGTON,VA22201     		NONE PC FAMILY ASSISTANCE 1,000
    TROUT UNLIMITED
    1777 NORTH KENT STREET NO 100
    ARLINGTON,VA22209     		NONE PC EDUCATION/NATURE CONSERVATION 100
    VAIL VALLEY FOUNDATION
    PO BOX 6550
    AVON,CO81620     		NONE PC EDUCATION 500
    VANDERBILT UNIVERSITY
    2301 VANDERBILT PLACE
    NASHVILLE,TN37240     		NONE PC EDUCATION 30,500
    YMCA OF METROPOLITAN DALLAS
    601 N AKARD ST
    DALLAS,TX75201     		NONE PC HUMAN SERVICES 100
    Total .................................bullet 3a 143,182
    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....     14 67,426  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 208,618  
    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).. 0 276,044 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    276,044
    (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

    TY 2018 AccountingFeesSchedule
    Name:
    ARKAY FOUNDATION INC
    EIN:
    75-2909791
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 3,350 3,350   0

    TY 2018 InvestmentsOtherSchedule2
    Name:
    ARKAY FOUNDATION INC
    EIN:
    75-2909791
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    16,148 SHS LORD ABBETT FLOATING RATE FUND CL A AT COST 148,241 140,490
    12,656 SHS CHIRON CAPITAL ALLOCATION FUND CL I AT COST 158,830 138,201
    13,212 SHS ANGEL OAK MULTI STRATEGY INCOME FUND CL I AT COST 148,241 145,599
    8,931 SHS BLACKSTON ALTERNATIVE MULTI-STRATEGY INSTITUTIONAL CL AT COST 95,298 92,619
    17,648 SHS LORD ABBETT SHORT DURATION INCOM FD CL F AT COST 74,121 73,062
    16,002 SHS WESTERN ASSET CORE PLUS BOND FUND CL I AT COST 185,301 179,380
    607 SHS FIRST TR NYSE ARCA BIOTECHNOLOGY INDEX AT COST 79,625 75,389
    1,641 SHS FIRST TR II MATLS ALPHADEX FUND ANNUAL AT COST 68,938 55,006
    628 SHS SPDR GOLD TR GOLD SHS AT COST 79,395 76,145
    627 SHS SELECT SECTOR SPDR TR CONSUMER DISCRETIONARY AT COST 63,739 62,079
    1,020 SHS SELECT SECTOR SPDR TR ENERGY AT COST 68,840 58,497
    6,134 SHS SELECT SECTOR SPDR TR FINANCIAL AT COST 169,849 146,112
    3,334 SHS VANECK VECTORS ETF OIL SVCS AT COST 79,499 46,776
    932 SHS VANGUARD WORLD FDS AT COST 159,493 155,486

    TY 2018 OtherExpensesSchedule
    Name:
    ARKAY FOUNDATION INC
    EIN:
    75-2909791
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MISCELLANEOUS -1 -1   0
    INVESTMENT INTEREST EXPENSE 139 139   0
    FOREIGN TAX 29 29   0
    ADVISORY FEES 20,709 20,709   0


    TY 2018 TaxesSchedule
    Name:
    ARKAY FOUNDATION INC
    EIN:
    75-2909791
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 346 0   0