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
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 01-01-2019 , and ending 12-31-2019
Name of foundation
TOPFER FAMILY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)3600 N CAPITAL OF TEXAS HWY NO 32
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
AUSTIN, TX78746
A Employer identification number

74-2961304
B Telephone number (see instructions)

(512) 329-6600
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$30,718,006J 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) 108,475
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 1,226,976 1,226,976  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 889,625
b Gross sales price for all assets on line 6a 4,834,006
7 Capital gain net income (from Part IV, line 2)... 889,625
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 -1,555 -35,024  
12 Total. Add lines 1 through 11........ 2,223,521 2,081,577  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 103,060 0   103,060
15 Pension plans, employee benefits....... 18,491 0   18,491
16a Legal fees (attach schedule)......... Click to see attachment 1,008 1,008   0
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 128,059 128,059   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 26,221 0   0
19 Depreciation (attach schedule) and depletion... Click to see attachment 1,882 0  
20 Occupancy.............. 68,320 0   68,320
21 Travel, conferences, and meetings....... 23,571 0   23,571
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 333,930 309,693   24,237
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 704,542 438,760   237,679
25 Contributions, gifts, grants paid....... 2,296,607 2,296,607
26 Total expenses and disbursements. Add lines 24 and 25 3,001,149 438,760   2,534,286
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -777,628
b Net investment income (if negative, enter -0-) 1,642,817
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2019)
Form 990-PF (2019)
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............. 81,055 225,974 225,974
2 Savings and temporary cash investments......... 395,294 156,544 156,544
3 Accounts receivable bullet176,236
Less: allowance for doubtful accounts bullet   520,630 176,236 176,236
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) bullet41,750
Less: allowance for doubtful accounts bullet0 0 41,750 41,750
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)....... 11,733,512 Click to see attachment10,437,956 12,989,973
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet91,425
Less: accumulated depreciation (attach schedule) bullet58,894 34,409 Click to see attachment32,531 32,531
15 Other assets (describe bullet) Click to see attachment17,208,417 Click to see attachment16,976,285 Click to see attachment17,094,998
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 29,973,317 28,047,276 30,718,006
Liabilities 17 Accounts payable and accrued expenses.......... 4,460 30,240
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)......... 4,460 30,240
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 45,676,225 45,676,225
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds -15,707,368 -17,659,189
29 Total net assets or fund balances (see instructions)..... 29,968,857 28,017,036
30 Total liabilities and net assets/fund balances (see instructions). 29,973,317 28,047,276
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
29,968,857
2
Enter amount from Part I, line 27a .....................
2
-777,628
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
24,993
4
Add lines 1, 2, and 3 ..........................
4
29,216,222
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
1,199,186
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
28,017,036
Form 990-PF (2019)
Form 990-PF (2019)
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 AG OPPORTUNISTIC WHOLE LOAN SEELCT LP P 2019-01-01 2019-12-31
b FIDELITY #8084 - SUMMARY STATEMENT AVAILABLE UPON REQUEST P 2019-01-01 2019-12-31
c FIDELITY #8084 - SUMMARY STATEMENT AVAILABLE UPON REQUEST P 2019-01-01 2019-12-31
d FIDELITY #9320 - SUMMARY STATEMENT AVAILABLE UPON REQUEST P 2019-01-01 2019-12-31
e FIDELITY #9320 - SUMMARY STATEMENT AVAILABLE UPON REQUEST P 2019-01-01 2019-12-31
ALTAIR FCO II LLC P 2019-01-01 2019-12-31
ALTAIR FCO III LLC P 2019-01-01 2019-12-31
ALTAIR MULTI-FAMILY OPP FUND IV P 2019-01-01 2019-12-31
ALTAIR NET LEASE INCOME FUND P 2019-01-01 2019-12-31
ALTAIR SPECIAL SITUATIONS FUND II-A P 2019-01-01 2019-12-31
ALTAIR SPECIAL SITUATIONS FUND II-A P 2019-01-01 2019-12-31
ALTAIR OH XIII P 2019-01-01 2019-12-31
ALTAIR SPECIAL OPP FUND II P 2019-01-01 2019-12-31
ALTAIR SPECIAL OPP FUND P 2019-01-01 2019-12-31
FORTRESS CREDIT OPP FUND IV P 2019-01-01 2019-12-31
FORTRESS CREDIT OPP FUND IV P 2019-01-01 2019-12-31
FORTRESS REAL ESTATE OPP FUND B LP P 2019-01-01 2019-12-31
FORTRESS REAL ESTATE OPP FUND II B LP P 2019-01-01 2019-12-31
GARRISON OPP FUND LLC P 2019-01-01 2019-12-31
FORTRESS CREDIT OPP FUND V A LP P 2019-01-01 2019-12-31
OVATION ALTERNATIVE INCOME FUND P 2019-01-01 2019-12-31
OVATION ALTERNATIVE INCOME FUND P 2019-01-01 2019-12-31
Q-BLK CO-INV FUND II P 2019-01-01 2019-12-31
NET LEASE REIT X P 2019-01-01 2019-12-31
NET LEASE IX P 2019-01-01 2019-12-31
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 12,140     12,140
b 20,366   20,131 235
c 476,251   477,495 -1,244
d 2,359,966   2,249,332 110,634
e 1,222,679   1,184,280 38,399
868     868
3,654     3,654
79,090     79,090
142,082     142,082
484     484
4,215     4,215
23,043     23,043
1,186     1,186
757     757
    5,867 -5,867
20,617     20,617
    3,231 -3,231
40,034     40,034
    1,009 -1,009
433     433
    3,036 -3,036
6,147     6,147
110,679     110,679
306,897     306,897
2,418     2,418
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       12,140
b       235
c       -1,244
d       110,634
e       38,399
      868
      3,654
      79,090
      142,082
      484
      4,215
      23,043
      1,186
      757
      -5,867
      20,617
      -3,231
      40,034
      -1,009
      433
      -3,036
      6,147
      110,679
      306,897
      2,418
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 2 889,625
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))
2018 2,600,470 33,996,090 0.076493
2017 3,049,012 35,245,581 0.086508
2016 3,543,785 36,499,044 0.097093
2015 3,499,033 36,868,000 0.094907
2014 3,703,049 41,979,256 0.088211
2
Total of line 1, column (d) .....................
2
0.443212
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
0.088642
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
32,989,018
5
Multiply line 4 by line 3......................
5
2,924,213
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
16,428
7
Add lines 5 and 6........................
7
2,940,641
8
Enter qualifying distributions from Part XII, line 4,.............
8
2,534,286
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 (2019)
Form 990-PF (2019)
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 32,856
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 32,856
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 32,856
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 0
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 29,300
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 29,300
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 1,245
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 4,801
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 2020 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
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)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2019 or the taxable year beginning in 2019? 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 (2019)
    Form 990-PF (2019)
    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 addressbulletWWW.TOPFERFOUNDATION.ORG
    14
    The books are in care ofbulletALAN TOPFER Telephone no.bullet (512) 329-6600

    Located atbullet3600 N CAPITAL OF TX HWY BLDG B STE320AUSTINTX ZIP+4bullet78746
    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 2019, 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 2019?.............
    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 2019, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2019?.............
    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 2019 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 2019.)..................
    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 2019?
    4b
     
    No
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    MORTON TOPFER PRESIDENT
    0.50     		0 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    ALAN TOPFER DIRECTOR, TREASURER
    0.50     		0 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    RICHARD TOPFER DIRECTOR, SECRETARY
    0.50     		0 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    BONNIE TOPFER VOZAR DIRECTOR
    0.50     		0 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    JACQUELINE TOPFER HYNEK DIRECTOR
    0.50     		0 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    STEVE HYNEK DIRECTOR
    0.50     		0 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    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
    MELANIE CAZIER PROGRAM OFFICER
    25.00     		55,167 0 0
    3600 N CAPITAL OF TX HWY BLDG B STE
    320
    AUSTIN,TX78746
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    FIDELITY INVESTMENT ADVISORY FEES 123,336
    499 WASHINGTON BLVD
    JERSEY CITY,NJ07310
    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 (2019)
    Form 990-PF (2019)
    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
    32,782,219
    b
    Average of monthly cash balances.......................
    1b
    709,170
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    33,491,389
    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
    33,491,389
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    502,371
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    32,989,018
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,649,451
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,649,451
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    32,856
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    32,856
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,616,595
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,616,595
    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
    1,616,595
    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
    2,534,286
    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
    2,534,286
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    2,534,286
    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 (2019)
    Form 990-PF (2019)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2018     		(c)
    2018     		(d)
    2019
    1 Distributable amount for 2019 from Part XI, line 7 1,616,595
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2019:
    a From 2014...... 1,644,388
    b From 2015...... 1,688,203
    c From 2016...... 1,773,743
    d From 2017...... 1,566,787
    e From 2018...... 925,522
    fTotal of lines 3a through e........ 7,598,643
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 2,534,286
    a Applied to 2018, 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 2019 distributable amount..... 1,616,595
    e Remaining amount distributed out of corpus 917,691
    5 Excess distributions carryover applied to 2019. 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 8,516,334
    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 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		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 2014 not
    applied on line 5 or line 7 (see instructions) ...     		1,644,388
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		6,871,946
    10 Analysis of line 9:
    a Excess from 2015.... 1,688,203
    b Excess from 2016.... 1,773,743
    c Excess from 2017.... 1,566,787
    d Excess from 2018.... 925,522
    e Excess from 2019.... 917,691
    Form 990-PF (2019)
    Form 990-PF (2019)
    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 2019, 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) 2019 (b) 2018 (c) 2017 (d) 2016
             
    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).)
    MORTON TOPFER
    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:
    PLEASE VISIT THE WEBSITE AT TOPFERF
    3600 N CAPITAL OF TX HWY STE B320
    AUSTIN,TX78746
    (512) 329-6600
    ALAN_TOPFER@CASTLETOP.ORG
    bThe form in which applications should be submitted and information and materials they should include:
    PLEASE VISIT THE WEBSITE AT TOPFERFAMILYFOUNDATION.ORG FOR DETAILS
    cAny submission deadlines:
    PLEASE VISIT THE WEBSITE AT TOPFERFAMILYFOUNDATION.ORG FOR DETAILS
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    PLEASE VISIT THE WEBSITE AT TOPFERFAMILYFOUNDATION.ORG FOR DETAILS
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    24 FOUNDATION
    801 E MOREHEAD ST STE 308
    CHARLOTTE,NC28202     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 103
    360 YOUTH SERVICES
    1305 W OSWEGO ROAD
    NAPERVILLE,IL60540     		  PC TO SUPPORT A TRANSITIONAL LIVING PROGRAM FOR HOMELESS YOUTH 40,000
    ADVOCATE CHARITABLE FOUNDATION
    205 W TOUHY AVE SUITE 125
    PARK RIDGE,IL60540     		  PC TO SUPPORT MENTAL HEALTH TREATMENT FOR CHILDREN WHO HAVE BEEN SEXUALLY OR PHYSICALLY ABUSED 35,000
    ALMOST HOME KIDS
    7 S 721 ROUTE 53
    NAPERVILLE,IL60540     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 41,000
    ALTERNATIVES INC
    4730 NORTH SHERIDAN ROAD
    CHICAGO,IL60640     		  PC TO SUPPORT A YOUTH LEADERSHIP DEVELOPMENT PROGRAM AND YOUTH ENRICHMENT ACTIVITIES 30,000
    ALZHEIMERS ASSOCIATION
    225 N MICHIGAN AVE FL 17
    CHICAGO,IL60601     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 50
    ANY BABY CAN FAMILY RESOURCE CENTER
    6207 SHERIDAN AVE
    AUSTIN,TX78723     		  PC TO SUPPORT NURSE FAMILY PARTNERSHIP PROGRAM 25,500
    ASSISTANCE LEAGUE OF AUSTIN TEXAS INC
    4901 BURNET ROAD
    AUSTIN,TX78756     		  PC TO SUPPORT OPERATION SCHOOL BELL 26,000
    AUSTIN BAPTIST ASSOCIATION
    3811 HARMON AVE
    AUSTIN,TX78751     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 700
    AUSTIN CHILD GUIDANCE CENTER
    810 W 45TH STREET
    AUSTIN,TX78751     		  PC TO SUPPORT UNDERSERVED CHILDRENS MENTAL HEALTH PROGRAM 25,000
    AUSTIN CHILDREN'S MUSEUM (DBA THINKERY)
    1830 SIMOND AVE
    AUSTIN,TX78723     		  PC TO SUPPORT THINKERY PARTNERSHIP WITH DELL CHILDRENS MEDICAL CENTER 3,500
    AUSTIN GROUPS FOR THE ELDERLY
    3710 CEDAR ST BOX 2
    AUSTIN,TX78705     		  PC TO SUPPORT AGES THRIVE SOCIAL AND WELLNESS CENTERS 25,000
    AUSTIN THEATRE ALLIANCE
    713 CONGRESS AVE
    AUSTIN,TX78701     		  PC TO SUPPORT LITERACY TO LIFE, AN EIGHT-WEEK RESIDENCY PROGRAM FOR THIRD-GRADERS THAT WILL BE DELIVERED TO 900 STUDENTS AT 15 AISD SCHOOLS IN 2019-2020 3,500
    AVANCE-AUSTIN
    745 MANSEL AVE
    AUSTIN,TX78701     		  PC TO SUPPORT AVANCE-AUSTIN'S TWO-GENERATION APPROACH 7,500
    BETH TIKVAH CONGREGATION
    300 HILLCREST BLV
    HOFFMAN ESTATES,IL60169     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 20,000
    BIG BROTHERS BIG SISTERS OF CENTRAL TEXAS INC
    4800 MANOR RD BUILDING K
    AUSTIN,TX78723     		  PC TO SUPPORT ONE TO ONE MENTORING FOR AT RISK YOUTH 5,000
    BIG BROTHER BIG SISTERS OF METROPOLITAN CHICAGO
    560 WEST LAKE STREET 5TH FLOOR
    CHICAGO,IL60661     		  PC TO SUPPORT ONE TO ONE MENTORING FOR AT RISK YOUTH 30,000
    BOYS AND GIRLS CLUBS OF THE AUSTIN AREA
    6648 ED BLUESTEIN BLV
    AUSTIN,TX78723     		  PC TO SUPPORT YOUTH DEVELOPMENT PROGRAMMING AT BGCAA 12,500
    BREAKTHROUGH
    1050 EAST 11TH ST SUITE 350
    AUSTIN,TX78723     		  PC TO SUPPORT BREAKTHROUGHS 2020 MIDDLE SCHOOL SUMMER ACADEMY 105,000
    BURKE FOUNDATION
    20800 FARM ROAD 150 WEST PO BOX 40
    DRIFTWOOD,TX78619     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 50
    CANDLELIGHT RANCH FOUNDATION
    6408 MULESHOE BEND TRAILS
    MABLE FALLS,TX78654     		  PC TO SUPPORT CHILDREN IN NATURE PROGRAM 3,500
    CANDOR HEALTH EDUCATION
    15 SPINNING WHEEL SUITE 410
    HINSDALE,IL78702     		  PC TO PROVIDE A SUBSTANCE ABUSE PREVENTION PROGRAM FOR STUDENTS IN COOK AND DUPAGE COUNTIES 45,000
    CAPITAL IDEA
    835 N PLEASANT VALLEY RD
    AUSTIN,TX78702     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 50,000
    CAPITAL OF TEXAS PUBLIC TELECOMMUNICATIONS COUNCIL
    2504-B WHITIS
    AUSTIN,TX78712     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 60
    CASA ESPERANZA INC DBA HOPE HOUSE OF AUSTIN
    8801 S SAGINAW AVE
    CHICAGO,IL60617     		  PC TO SUPPORT THE PURCHASE OF A HANDICAP VAN WITH RAMP 10,000
    CASA OF TRAVIS COUNTY
    7600 CHEVY CHASE DR 200
    AUSTIN,TX78752     		  PC TO SUPPORT ADVOCACY FOR CHILDREN IN THE FOSTER CARE SYSTEM 35,000
    CENTER FOR CHILD PROTECTION
    8509 FM 969 BLDG 2
    AUSTIN,TX78724     		  PC TO SUPPORT FAMILY ADVOCACY PROGRAM 25,000
    CENTRAL TEXAS FOOD BANK
    6500 METROPOLIS DR
    AUSTIN,TX78744     		  PC TO SUPPORT HEALTHY OPTIONS PROGRAM FOR THE ELDERLY (HOPE) 67,500
    CHAMPIONS OFF THE FIELD
    PO BOX 13165
    AUSTIN,TX78711     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 3,000
    CHILDREN'S MEDICAL CENTER FOUNDATION OF CENTRAL TEXAS
    4900 MUELLER BOULEVARD
    AUSTIN,TX78723     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 8,500
    CHRISTOPHER HOUSE
    5235 W BLEDEN AVE
    CHICAGO,IL60639     		  PC TO PROVIDE ARTS-INTEGRATED EDUCATION TO K-8 STUDENTS IN THE BELMONT-CRAGIN NEIGHBORHOOD IN CHICAGO 20,000
    COKER UNITED METHODIST CHURCH
    231 E NORTH LOOP ROAD
    SAN ANTONIO,TX78216     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 180
    COLLEGE FORWARD
    PO BOX 142308
    AUSTIN,TX78714     		  PC TO SUPPORT AUSTIN COLLEGE ACCESS AND SUCCESS 5,000
    COMMUNITIES IN SCHOOLS - CENTRAL TEXAS
    3000 S IH-35 SUITE 200
    AUSTIN,TX78704     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 71,500
    COMMUNITIES IN SCHOOLS OF CHICAGO
    815 W VAN BUREN STREET SUITE 300
    CHICAGO,IL60607     		  PC TO SUPPORT PROGRAMS THAT LINK COMMUNITY RESOURCES TO AT-RISK CHILDREN AND FAMILIES IN SCHOOL SETTINGS 30,000
    COURT APPOINTED SPECIAL ADVOCATES (CASA) OF CENTRAL TEXAS INC
    PO BOX 1267
    SAN MARCOS,TX78666     		  PC TO SUPPORT A CASA FOR EVERY ABUSED AND NEGLECTED CHILD (HAYS COUNTY) 5,000
    CREATIVE ACTION
    1023 SPRINGDALE RD BLDG 3
    AUSTIN,TX78721     		  PC TO SUPPORT CREATIVE ACTION TEEN PROGRAMS: EMPOWERING YOUTH AS ARTIST-ACTIVISTS 8,500
    DANNY DID FOUNDATION
    6282 N LEONA AVE
    CHICAGO,IL60646     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 103
    DUPAGE FOUNDATION
    3000 WOODCREEK DR SUITE 310
    DOWNERS GROVE,IL60515     		  PC TO SUPPORT THE NEXT GENERATION INITIATIVE 100
    DUPAGE HEALTH COALITION
    511 THORNHILL DR SUITE C
    CAROL STREAM,IL60188     		  PC TO SUPPORT THE DISPENSARY OF HOPE PROJECT WHICH PROVIDES FREE PHARMACEUTICAL SERVICES TO LOW-INCOME INDIVIDUALS 15,000
    DUPAGE SENIOR CITIZENS COUNCIL
    1990 SPRINGER DRIVE
    LOMBARD,IL60148     		  PC TO SUPPORT A HOME MAINTENANCE AND MINOR REPAIR PROGRAM FOR SENIORS 20,000
    EASTERSEALS DUPAGE & FOX VALLEY
    830 SOUTH ADDISON AVE
    VILLA PARK,IL60181     		  PC TO SUPPORT THE ORGANIZATION'S MISSION AND PROGRAMS 35,053
    EMANCIPET
    7010 EASY WIND DRIVE SUITE 260
    AUSTIN,TX78752     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 6,500
    ERIKSON INSTITUTE
    451 N LASALLE ST
    CHICAGO,IL60654     		  PC TO PROVIDE PARENTING SUPPORT AND EDUCATION FOR FAMILIES WITH INFANTS WHO CRY EXCESSIVELY AND ARE DIFFICULT TO CONSOLE 10,000
    EXPLORE AUSTIN
    1111 W 24TH ST 201
    AUSTIN,TX78705     		  PC TO SUPPORT EXPLORE AUSTIN PROGRAM WHICH PROVIDES MENTORS TO AT RISK YOUTH FROM 6TH - 12TH GRADE WITH A FOCUS ON OUTDOOR EXPLORATION 5,000
    FAMILY ELDERCARE
    1700 RUTHERFORD LANE
    AUSTIN,TX78754     		  PC TO SUPPORT IN-HOME CARE PROGRAM 30,000
    FLYING KITES INC
    103 CENTRAL STREET
    WELLESLEY,MA02482     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 1,303
    FOSTER ANGELS OF CENTRAL TEXAS FOUNDATION
    PO BOX 152575
    AUSTIN,TX78715     		  PC TO SUPPORT CHILDREN AND YOUTH IN CENTRAL TEXAS FOSTER CARE 2,500
    FOUNDATION COMMUNITIES
    3000 S IH-35 SUITE 300
    AUSTIN,TX78704     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 50,500
    GENERATION SERVE
    8711 BURNET RD SUITE B-33
    AUSTIN,TX78757     		  PC TO SUPPORT PEER-TO-PEER TEEN SERVICE OPPORTUNITIES 8,000
    GIRL SCOUTS OF GREATER CHICAGO AND NORTHWEST INDIANA (GSGCNWI)
    7648 NORTH PAULINA STREET
    CHICAGO,IL60626     		  PC TO SUPPORT A YEAR-ROUND EDUCATION AND ENRICHMENT PROGRAM THAT PROVIDES AT-RISK GIRLS A SAFE, STRUCTURED AND SUPPORTIVE LEARNING ENVIRONMENT DURING THE CRITICAL AFTER SCHOOL HOURS 20,000
    GIRLS EMPOWERMENT NETWORK
    2801 S I-35 SUITE 110
    AUSTIN,TX78741     		  PC TO SUPPORT GIRLS CONNECT 15,000
    GIRLSTART
    1400 W ANDERSON LANE
    AUSTIN,TX78757     		  PC TO SUPPORT GIRLSTART AFTER SCHOOL: STEM EDUCATION FOR HIGH-NEED GIRLS 5,000
    GLEN ELLYN CHILDREN'S RESOURCE CENTER
    346 TAFT AVE SUITE 205
    GLEN ELLYN,IL60137     		  PC TO SUPPORT AN AFTER SCHOOL AND SUMMER LITERACY PROGRAM FOR LOW-INCOME CHILDREN 10,000
    GOLD COAST DOWN SYNDROME ORGANIZATION
    2255 GLADES ROAD 342W
    BOCA RATON,FL33431     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 262
    GOLD RIBBON RESCUE
    PO BOX 1267
    AUSTIN,TX78767     		  PC TO SUPPORT CHINA PROJECT 4,750
    HAND TO HOLD
    13492 RESEARCH BLVD SUITE 120
    AUSTIN,TX78750     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 2,500
    HEALTH ALLIANCE FOR AUSTIN MUSICIANS
    3800 SOUTH LAMAR BLV SUITE C
    AUSTIN,TX78704     		  PC TO SUPPORT AUSTIN'S LOW INCOME, WORKING MUSICIANS WITH ACCESS TO AFFORDABLE HEALTHCARE SERVICES 23,500
    HELPING HAND HOME FOR CHILDREN
    3804 AVENUE B
    AUSTIN,TX78751     		  PC TO SUPPORT THERAPEUTIC RESIDENTIAL TREATMENT FOR ABUSED AND NEGLECTED CHILDREN 41,000
    HOSPICE AUSTIN
    4107 SPICEWOOD SPRINGS RD STE 100
    AUSTIN,TX78759     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 34,000
    HUEBNER PTA
    16311 HUEBNER ROAD
    SAN ANTONIO,TX78248     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 100
    HUMANE SOCIETY OF AUSTIN & TRAVIS COUNTY INC
    124 WEST ANDERSON LANE
    AUSTIN,TX78756     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 200
    I GROW CHICAGO NFP
    818 E 63RD ST SUITE 818 274
    CHICAGO,IL60637     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 105,000
    I LIVE HERE I GIVE HERE
    1310 S 1ST STREET 210
    AUSTIN,TX78751     		  PC TO SUPPORT BOARD INTERNSHIP PROGRAM TO HELP GENERATE THE NEXT GENERATION OF BOARD LEADERSHIP IN CENTRAL TEXAS 5,000
    INFANT WELFARE SOCIETY OF CHICAGO
    3600 WEST FULLERSON AVE
    CHICAGO,IL60647     		  PC TO SUPPORT CHILD DEVELOPMENT AND SUPPORT SERVICES FOR LOW-INCOME FAMILIES 30,000
    INNER-CITY COMPUTER STARS FOUNDATION
    415 N DEARBORN SUITE 300
    CHICAGO,IL60654     		  PC TO SUPPORT A PROGRAM WHICH PREPARES LOW-INCOME, INNER-CITY YOUNG ADULTS FOR CAREERS IN TECHNOLOGY 10,000
    INTERROBANG THEATRE PROJECT INC
    5315 N CLARK ST STE 142
    CHICAGO,IL60640     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 100
    JCC CHICAGO
    300 REVERE DRIVE
    NORTHBROOK,IL60062     		  PC TO SUPPORT POSITIVE DISCIPLINE CERTIFICATION TRAINING FOR JCC SCHOOL STAFF. 15,000
    JEREMIAH PROGRAM AUSTIN
    1200 PAUL TERESA SALDANA STREET
    AUSTIN,TX78702     		  PC TO SUPPORT BREAKING THE CYCLE OF POVERTY, TWO GENERATIONS AT A TIME THROUGH HOUSING AND EDUCATION FOR SINGLE MOMS 26,500
    JEWISH FAMILY SERVICE
    11940 JOLLYVILLE ROAD SUITE 110
    AUSTIN,TX78759     		  PC TO SUPPORT GERIATRIC CARE MANAGEMENT SERVICES 12,500
    JOURNEYCARE FOUNDATION INC
    2050 CLAIRE COURT
    GLENVIEW,IL60025     		  PC TO SUPPORT HOSPICE AND PALLIATIVE CARE FOR MEDICALLY-FRAGILE CHILDREN 21,000
    JUNIOR LEAGUE OF AUSTIN
    5416 PARKCREST DRIVE SUITE 100
    AUSTIN,TX78731     		  PC TO SUPPORT FOOD IN TUMMIES PROGRAM 3,500
    KESHET
    600 ACADEMY DR SUITE 130
    NAPERVILLE,IL60062     		  PC TO SUPPORT PROGRAMS FOR CHILDREN AND ADULTS WITH SPECIAL NEEDS 67,500
    KIPP CHICAGO SCHOOLS
    2007 S HALSTED STREET
    CHICAGO,IL60608     		  PC TO SUPPORT KIPP THROUGH COLLEGE, A PROGRAM SUPPORTING STUDENTS AS THEY TRANSITION INTO HIGH SCHOOL AND COLLEGE 25,000
    L'ARCHE PORTLAND
    435 SE 82TH AVE
    PORTLAND,OR97216     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 52
    LAWRENCE HALL
    4833 N FANCISCO AVE
    CHICAGO,IL60625     		  PC TO SUPPORT RESIDENTIAL TREATMENT FOR YOUTH WHO HAVE BEEN ABUSED OR NEGLECTED 25,000
    LIFEWORKS
    3700 S 1ST STREET
    AUSTIN,TX78704     		  PC TO SUPPORT SEAMLESS EDUCATION AND WORKFORCE SERVICES (SEWS) 51,050
    LITERACY COALITION OF CENTRAL TEXAS
    724 EBERHART LANE SUITE 500
    AUSTIN,TX78745     		  PC TO SUPPORT THE PALS SCHOOL READINESS & PARENTING PROGRAM 5,000
    LITTLE FRIENDS INC
    140 N WRIGHT ST
    NAPERVILLE,IL60540     		  PC TO SUPPORT A RESPITE PROGRAM FOR FAMILIES OF CHILDREN WITH SPECIAL NEEDS 2,500
    MARCH OF DIMES
    11044 RESEARCH BLVD SUITE A-210
    AUSTIN,TX78759     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 3,900
    MARKLUND
    1S450 WYATT DR
    GENEVA,IL60134     		  PC TO PROVIDE SPECIALIZED, COMPREHENSIVE CARE FOR CHILDREN WITH SEVERE DISABILITIES AND MEDICAL COMPLEXITIES 25,000
    MARWEN FOUNDATION
    833 N ORLEANS STREET
    CHICAGO,IL60610     		  PC TO SUPPORT COLLEGE PREPARATORY ACTIVITIES FOR YOUTH PARTICIPATING IN ARTS PROGRAMMING 20,000
    MD ANDERSON CANCER CENTER
    1515 HOLCOMBE BLVD
    HOUSTON,TX77030     		  PC THE MORT TOPFER CHAIR IN HONOR OF DR. JEAN NICOLAS VAUTHEY 110,000
    MEALS ON WHEELS AND MORE
    3227 E 5TH STREET
    AUSTIN,TX78702     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 52,750
    NAMI DUPAGE
    115 N COUNTY FARM ROAD
    WHEATON,IL60187     		  PC TO SUPPORT AN INTERVENTION PROGRAM THAT IDENTIFIES AND ADDRESSES CHILDREN AT RISK OF SERIOUS MENTAL ILLNESS IN MIDDLE AND HIGH SCHOOLS 10,000
    NAPERVILLE ELDERLY HOMES INC
    310 WEST MARTIN AVENUE
    NAPERVILLE,IL60540     		  PC TO PROVIDE SUPPORTIVE SERVICES FOR OLDER ADULTS LIVING IN AFFORDABLE HOUSING 15,000
    NEW MOMS INC
    5317 W CHICAGO AVENUE
    CHICAGO,IL60651     		  PC TO SUPPORT PARENTING SKILLS DEVELOPMENT AND HOUSING FOR HOMELESS AND AT-RISK ADOLESCENT MOTHERS AND THEIR CHILDREN 30,000
    NOVANT HEALTH INC
    2085 FRONTIS PLAZA BLVD
    WINSTON SALEM,NC27103     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 100
    OPEN DOOR PRESCHOOLS
    3804 CHERRYWOOD RD
    AUSTIN,TX78722     		  PC TO SUPPORT CAMP CHEF KIDS 3,500
    OUTREACH COMMUNITY MINISTRIES INC
    373 S SCHMALE ROAD SUITE 102
    CAROL STREAM,IL60188     		  PC TO SUPPORT OUTREACH AND PROGRAMMING FOR OLDER ADULTS 25,000
    PARTNERSHIPS FOR CHILDREN
    14000 SUMMIT DR
    AUSTIN,TX78728     		  PC TO SUPPORT YES MENTORING PROGRAM FOR CHILDREN IN FOSTER CARE 7,500
    PEOPLE'S RESOURCE CENTER
    201 S NAPERVILLE ROAD
    WHEATON,IL60187     		  PC TO SUPPORT THE FOOD PANTRY PROGRAM 25,000
    PORCHLIGHT MUSIC THEATRE CHICAGO
    4200 WEST DIVERSEY
    CHICAGO,IL60639     		  PC TO SUPPORT THE YOUTH TICKET SUBSIDY PROGRAM 5,000
    RONALD MCDONALD HOUSE CHARITIES - CHICAGOLAND AND NORTHWEST INDIANA CHAPTER
    1301 W 22ND ST SUITE 905
    OAK BROOK,IL60523     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 2,550
    RONALD MCDONALD HOUSE CHARITIES OF CENTRAL INDIANA INC
    435 LIMESTONE ST
    INDIANAPOLIS,IL46202     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 1,000
    RONALD MCDONALD HOUSE CHARITIES OF CENTRAL TEXAS
    1315 BARBARA JORDAN BOULEVARD
    AUSTIN,TX78723     		  PC TO SUPPORT TEMPORARY LODGING AND SUPPORT SERVICES TO FAMILIES WITH CRITICALLY ILL OR INJURED CHILDREN 10,000
    SAFE FAMILIES FOR CHILDREN
    4300 W IRVING PARK RD
    CHICAGO,IL60641     		  PC TO SUPPORT A PROGRAM WHICH HELPS TO PREVENT CHILD ABUSE AND NEGLECT IN FAMILIES EXPERIENCING CRISIS SITUATIONS BY PROVIDING SAFE, TEMPORARY HOMES FOR CHILDREN AND SUPPORT SERVICES FOR PARENTS 30,000
    SAINT LOUISE HOUSE
    PO BOX 150637
    AUSTIN,TX78715     		  PC TO SUPPORT SUPPORTIVE HOUSING FOR WOMEN AND CHILDREN 22,000
    SAMARITAN CENTER
    8956 RESEARCH BLVD BLDG 2
    AUSTIN,TX78758     		  PC TO SUPPORT MENTAL HEALTH SERVICES FOR CHILDREN AND WHOLE FAMILIES 5,000
    SERVICE DOGS
    4925 BELL SPRINGS ROAD
    DRIPPING SPRINGS,TX78620     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 53
    SHARING CONNECTIONS FURNITURE BANK
    5111 CHASE AVENUE
    DOWNERS GROVE,TX78620     		  PC TO PROVIDE FURNITURE AND OTHER BASIC NEEDS TO LOW-INCOME FAMILIES 25,000
    SMS RESEARCH FOUNDATION
    PO BOX 661
    GEORGETOWN,CT06829     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 100
    ST GABRIEL'S CATHOLIC SCHOOL
    2500 WIMBERLY LANE
    AUSTIN,TX78735     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 1,000
    ST MICHAEL'S CATHOLIC ACADEMY
    3000 BARTON CREEK BLVD
    AUSTIN,TX78735     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 30,000
    TEXAS BOOK FESTIVAL
    1023 SPRINGDALE RD
    AUSTIN,TX78721     		  PC TO SUPPORT REAL READS WHICH PROVIDES FOR BREAKTHROUGH STUDENTS 2,500
    THE AUSTIN CENTER FOR GRIEF AND LOSS
    2413 GREENLAWN PARKWAY
    AUSTIN,TX78757     		  PC TO SUPPORT PROGRAMS FOR GRIEVING CHILDREN 3,500
    THE AUSTIN YOUNG MEN'S BUSINESS LEAGUE SUNSHINE CAMPS
    PO BOX 161270
    AUSTIN,TX78716     		  PC TO SUPPORT SHINE YOUTH LEADERSHIP PROGRAMS 12,552
    THE COMMUNITY HOUSE
    415 WEST EIGHT STREET
    HINSDALE,IL60521     		  PC TO SUPPORT AFTER-SCHOOL AND SUMMER PROGRAMS FOR THE WILLOWBROOK CORNER NEIGHBORHOOD 45,000
    THE REFUGE FOR DMST (DOMESTIC MINOR SEX TRAFFICKING)
    500 E ST JOHNS AVE SUITE 2 680
    AUSTIN,TX78759     		  PC TO SUPPORT EQUINE THERAPY FOR THE REFUGE FOR DMST 3,000
    THE SADIE MCCANN FUND
    115 E FALL CREEK PARKWAY SOUTH DR
    INDIANAPOLIS,IN46202     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 1,036
    THE SAFE ALLIANCE (SAFE STOP ABUSE FOR EVERYONE)
    PO BOX 19454
    AUSTIN,TX78741     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 51,000
    THE SETON FUND
    1201 WEST 38TH STREET
    AUSTIN,TX78705     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 2,500
    THE SETTLEMENT HOME FOR CHILDREN (THE HOME)
    1600 PAYTON GIN ROAD
    AUSTIN,TX78758     		  PC TO SUPPORT SUCCESS IN SCHOOL PROGRAM 36,000
    THE UNIVERSITY OF TEXAS FOUNDATION FOR THE BENEFIT OF LITERACY FIRST
    PO BOX 250
    AUSTIN,TX78767     		  PC TO SUPPORT LITERACY FIRST: EARLY LITERACY INTERVENTION PROGRAM 12,500
    THE WARRIOR NATIONAL FOUNDATION
    3004 MARAVILLAS LOOP
    AUSTIN,TX78735     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 5,000
    THE WELL OF MERCY
    6339 N FAIRFIELD AVE
    CHICAGO,IL60659     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 100
    TRAVIS AUDOBON SOCIETY
    3710 CEDAR ST 223
    AUSTIN,TX78705     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 100
    UMOJA STUDENT DEVELOPMENT CORP
    910 W VAN BUREN ST SUITE 710
    CHICAGO,IL60607     		  PC TO SUPPORT A SCHOOL-BASED PREVENTION, INTERVENTION, AND RESTORATION PROGRAM TO REDUCE TEEN VIOLENCE 15,000
    UNITED STATES NAVAL ACADEMY FOUNDATION INC
    247 KING GEORGE ST
    ANNAPOLIS,MD21402     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 25,000
    VOLUNTEER HEALTHCARE CLINIC
    4215 MEDICAL PARKWAY
    AUSTIN,TX78756     		  PC TO SUPPORT CHILDRENS MEDICAL SERVICES PROGRAM 5,500
    WESTERN DUPAGE SPECIAL RECREATION ASSOCIATION FOUNDATION
    116 N SCHMALE ROAD
    CAROL STREAM,IL60188     		  PC TO SUPPORT RECREATIONAL PROGRAMMING FOR INDIVIDUALS WITH SPECIAL NEEDS 12,500
    WONDERS & WORRIES
    9101 BURNET ROAD STE 205
    AUSTIN,TX78758     		  PC TO SUPPORT ILLNESS EDUCATION AND COPING SUPPORT FOR UNDERSERVED CHILDREN FACING A SERIOUS PARENTAL ILLNESS 3,500
    WOUNDED WARRIOR PROJECT INC
    4899 BELFORT RD STE 300
    JACKSONVILLE,FL32256     		  PC TO SUPPORT GENERAL OPERATING EXPENSES 50
    YMCA OF AUSTIN
    3208 RED RIVER ST STE 200
    AUSTIN,TX78705     		  PC TO SUPPORT THE DEVELOPMENT AND CONSTRUCTION OF CAMP CYPRESS 12,500
    YWCA METROPOLITAN CHICAGO
    1815 W DIEHL ROAD SUITE 900
    AUSTIN,TX60563     		  PC TO SUPPORT A PARENT MENTORING AND EDUCATION PROGRAM TO HELP PREVENT CHILD ABUSE AND NEGLECT 20,100
    Total .................................bullet 3a 2,296,607
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2019)
    Form 990-PF (2019)
    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 1,226,976  
    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.....     18 32,019  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 889,625  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aBANK OF AMERICA #4142 - OTHER INVESTMENT INCOME     		    18 2,059  
    b2017 SUMMIT PARK LP - NET RENTAL REAL ESTATE INCOME     18 5,860  
    cAG OPPORTUNISTIC WHOLE LOAN SELECT LP - OTHER PORTFOLIO INCOME     18 14,838  
    dALTAIR REAL ESTATE OPP FUND - NET RENTAL REAL ESTATE INCOME     18 154  
    eAUSTIN 03-17 JV LLC - NET RENTAL REAL ESTATE INCOME     18 -18,125  
    fAWA FUND 3 LLC - NET RENTAL REAL ESTATE INCOME     18 -85,527  
    gFORTRESS CREDIT OPP FUND V A LP - NET RENTAL REAL ESTATE INCOME     18 3,055  
    hHEATHERWILDE - NET RENTAL REAL ESTATE INCOME     18 -10,702  
    iLANDMARK CONSERVANCY APTS LP - NET RENTAL REAL ESTATE INCOME     18 -9,219  
    jOH BULVERDE - NET RENTAL REAL ESTATE INCOME     18 -88,339  
    kOH ELMONT - NET RENTAL REAL ESTATE INCOME     18 -3,286  
    lOH LENOX SPRINGS - NET RENTAL REAL ESTATE INCOME     18 -80  
    mOH WEST 5TH INVESTMENTS - NET RENTAL REAL ESTATE INCOME     18 -132,387  
    nOVATION ALTERNATIVE INCOME FUND - NET RENTAL REAL ESTATE INCOME     18 -1,175  
    oALTAIR FCO II LLC - OTHER INCOME     18 2,406  
    pALTAIR FCO III LLC - OTHER INCOME     18 1,847  
    qALTAIR MULTI-FAMILY OPP FUND IV - OTHER INCOME     18 15  
    rALTAIR NET LEASE INCOME FUND - OTHER INCOME     18 -168  
    sALTAIR SPECIAL SITUATIONS FUND II-A - OTHER INCOME     18 742  
    tALTAIR SPECIAL SITUATIONS FUND II-A - SUBCHAPTER F INCOME     18 11,101  
    12 Subtotal. Add columns (b), (d), and (e).. 0 2,115,046 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    2,115,046
    (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 (2019)
    Form 990-PF (2019)
    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 (2019)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description