TY 2021 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public Inspection

For calendar year 2021, or tax year beginning 06-01-2021 , and ending 05-31-2022

Name of foundation
THE WAITE & GENEVIEVE PHILLIPS FDN

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 5726
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
SANTA FE, NM875025726

A Employer identification number

85-0335071

B Telephone number (see instructions)

(505) 983-4592

C If exemption application is pending, check here bullet

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

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

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

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

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

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

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

$10,506,052J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments	926		926
4	Dividends and interest from securities...	326,635		326,635
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		207,540
b	Gross sales price for all assets on line 6a 6,675,698
7	Capital gain net income (from Part IV, line 2)...			207,539
8	Net short-term capital gain.........				210,898
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....		0
11	Other income (attach schedule).......		2,778	1
12	Total. Add lines 1 through 11........	537,879		535,101	210,898
13	Compensation of officers, directors, trustees, etc.	141,333				141,333
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		55,207	0		55,207
b	Accounting fees (attach schedule).......		10,153	5,076		5,077
c	Other professional fees (attach schedule)....		0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		11,686			11,686
19	Depreciation (attach schedule) and depletion...		8,235	8,235
20	Occupancy..............	17,631				17,631
21	Travel, conferences, and meetings.......	11,445				11,445
22	Printing and publications..........
23	Other expenses (attach schedule).......		80,262	71,615		8,647
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	335,952		84,926		251,026
25	Contributions, gifts, grants paid.......	405,535				405,535
26	Total expenses and disbursements. Add lines 24 and 25	741,487		84,926		656,561
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-203,608
b	Net investment income (if negative, enter -0-)			450,175
c	Adjusted net income (if negative, enter -0-)...				210,898

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2021)

Form 990-PF (2021)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	134,070	-156,706	-156,706
	2	Savings and temporary cash investments.........	816,601	720,999	720,999
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....		0
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts		0
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........	6,741	3,847	3,847
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	5,288,375	5,499,293	6,990,410
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)		0
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	2,806,027	2,789,045	2,446,871
	14	Land, buildings, and equipment: basis 335,985
		Less: accumulated depreciation (attach schedule) 270,837	73,383	65,148	497,520
	15	Other assets (describe )	3,111	3,111	3,111
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	9,128,308	8,924,737	10,506,052
	17	Accounts payable and accrued expenses..........		36
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons		0
	21	Mortgages and other notes payable (attach schedule)......		0
	22	Other liabilities (describe )	2	3
	23	Total liabilities (add lines 17 through 22).........	2	39
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........	9,128,306	8,924,698
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds
	29	Total net assets or fund balances (see instructions).....	9,128,306	8,924,698
	30	Total liabilities and net assets/fund balances (see instructions).	9,128,308	8,924,737

Part III

Analysis of Changes in Net Assets or Fund Balances

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

9,128,306

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

-203,608

Other increases not included in line 2 (itemize) bullet

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

8,924,698

Decreases not included in line 2 (itemize) bullet

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

8,924,698

Form 990-PF (2021)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	CROSS STATE FINANCIAL	P	2021-06-01	2022-05-01
b	CROSS STATE FINANCIAL	P	2007-11-26	2022-05-26
c
d
e

(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	5,881,676	0	5,670,778	210,898
b	794,021	0	797,380	-3,359
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69				(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69		(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a	0	0	0	210,898
b	0	0	0	-3,359
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	207,539
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3	210,898

Form 990-PF (2021)

Page 4

Part V

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2...........................	3	6,257
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	6,257
6	Credits/Payments:

a	2021 estimated tax payments and 2020 overpayment credited to 2021	6a	1,224
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	6,500
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	7,724
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	124
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	1,343
11	Enter the amount of line 10 to be: Credited to 2022 estimated tax1,343	Refunded	11

Part VI-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

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

Yes

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

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

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

Yes

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

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

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

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

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

Form 990-PF (2021)

Page 5

Part VI-A

Statements Regarding Activities (continued)

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

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

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

advisory privileges? If "Yes," attach statement. See instructions.................

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

Yes

Website address bullet

N/A

The books are in care of bullet

THE WAITE & GENEVIEVE PHILLIPS FDN Telephone no. bullet

(505) 982-4676

Located at bullet

525 E PALACESANTA FENM ZIP+4 bullet

875012046

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ........ bullet

16 At any time during calendar year 2021, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country bullet

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

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

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

1a(1)

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

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

1a(2)

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

1a(3)

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

1a(4)

Yes

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

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

1a(5)

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

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

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

1a(6)

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

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

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

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2021? .............

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

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

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

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

If "Yes," list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 2021 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2021.) .....................

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

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

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

Form 990-PF (2021)

Page 6

Part VI-B

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

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

Yes

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

5a(1)

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

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

5a(2)

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

5a(3)

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

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

5a(4)

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

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

5a(5)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Part VII

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

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

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)
JULIE PHILLIPS PUCKETT	CHAIRMAN-PRESIDENT 20.00	78,000
2804 S TRAVIS AMARILLO,TX79109	CHAIRMAN-PRESIDENT 20.00	78,000
CONNIE J WOOTTON	SR VICE-PRES/SEC-TREAS 3.00	20,000
5476 WHITE FENCE ROAD CANYON,TX79015	SR VICE-PRES/SEC-TREAS 3.00	20,000
DOUGLAS CLAY HOLCOMB	VICE-PRESIDENT 3.00	20,000
619 S TYLER SUITE 101 AMARILLO,TX79101	VICE-PRESIDENT 3.00	20,000
LELA PHILLIPS PUCKETT	DIRECTOR 3.00	23,333
151 MONROE RD CIMARRON,NM87714	DIRECTOR 3.00	23,333

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


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









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

Form 990-PF (2021)

Page 7

Part VII

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

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part VIII-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Form 990-PF (2021)

Page 8

Part IX

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

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

purposes:

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

10,616,347

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

661,827

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

514,680

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

11,792,854

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

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

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

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

11,792,854

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

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

176,893

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

11,615,961

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

580,798

Part X

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

and do not complete this part.)

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

580,798

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

6,257

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

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

6,257

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

574,541

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

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

574,541

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

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

574,541

Part XI

Qualifying Distributions (see instructions)

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

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

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

Form 990-PF (2021)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2020	(c) 2020	(d) 2021
1 Distributable amount for 2021 from Part X, line 7					574,541
2 Undistributed income, if any, as of the end of 2021:
a Enter amount for 2020 only.......				37,838
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2021:
a From 2016......	0
b From 2017......	0
c From 2018......	0
d From 2019......	0
e From 2020......	0
f Total of lines 3a through e ........		0
4Qualifying distributions for 2021 from Part
XI, line 4: $ 656,561
a Applied to 2020, but not more than line 2a				37,838
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........		0
d Applied to 2021 distributable amount.....					574,541
e Remaining amount distributed out of corpus		44,182
5 Excess distributions carryover applied to 2021.
(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		44,182
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......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2021. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2022 ..........					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) .......
8 Excess distributions carryover from 2016 not applied on line 5 or line 7 (see instructions) ...		0
9 Excess distributions carryover to 2022. Subtract lines 7 and 8 from line 6a ......		44,182
10 Analysis of line 9:
a Excess from 2017....	0
b Excess from 2018....	0
c Excess from 2019....	0
d Excess from 2020....	0
e Excess from 2021....	44,182

Form 990-PF (2021)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2021, enter the date of the ruling ....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

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

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

Part XIV

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

1Information Regarding Foundation Managers:

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

ALL ASSETS RECEIVED DIRECTLY OR IND

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.

NONE

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (2021)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SEE ATTACHED SCHEDULE VARIOUS VARIOUS,TX79101		GOOD	GENERAL USE	405,535
Total ................................. 3a				405,535

bApproved for future payment

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

Form 990-PF (2021)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........			14	926
4 Dividends and interest from securities ....
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............			18	207,540
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) ..				535,101

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

535,101

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

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2021)

Page 13

Part XVI

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

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

Yes

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If "Yes," complete the following schedule.

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

Sign Here

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

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

Form 990-PF (2021)

Additional Data

Software ID:
Software Version:
Part VI Line 7 -Original Return Overpayment:	-7,724

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2021 AccountingFeesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BROSIER & BUCHANAN PTRS ACCOUNTING	10,153	5,076		5,077

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2021 GainLossSaleOtherAssetsSch

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
.6858 SHS FSKKR CAPITAL CORP	2012-12	Purchased	2021-06	15	45	-30
2.174 SHS ASSURED GUARANTY MUNI HOLDINGS	2007-01	Purchased	2021-07	54,992	54,634	358
307 SHS COOPER COS INC	2021-05	Purchased	2021-08	129,796	126,565	3,231
589 SHS ICON PLC	2021-05	Purchased	2021-08	144,098	126,503	17,595
483 SHS OLD DOMINION FREIGHT LINE I	2021-05	Purchased	2021-08	128,811	126,585	2,226
2358 SHS SERVICE CORP INTL	2021-05	Purchased	2021-08	147,934	126,800	21,134
831 SHS TOYOTA MOTOR CORP	2021-05	Purchased	2021-08	150,620	126,677	23,943
2454 SHS TERMINIX GLOBAL HOLDINGS	2021-05	Purchased	2021-08	128,270	126,775	1,495
2329 SHS WALGREEN BOOTS ALLIANCE	2021-05	Purchased	2021-08	109,136	126,758	-17,622
1886 SHS WORTHINGTON	2021-05	Purchased	2021-08	117,639	126,609	-8,970
108 SHS WHITE MTNS INS	2021-05	Purchased	2021-08	122,070	127,951	-5,881
2826 SHS ASSURED GUARANTY MUNI	2007-01	Purchased	2021-09	70,650	71,019	-369
375 SHS BAIDU INC	2017-10	Purchased	2021-10	61,440	100,136	-38,696
2200 SHS TENCENT HOLDINGS LTD	2017-10	Purchased	2021-10	137,690	100,349	37,341
780 SHS AUTOMATIC DATA PROCESSING	2021-08	Purchased	2021-11	173,328	163,753	9,575
1370 SHS CBOE GLOBAL MARKETS INC	2021-08	Purchased	2021-11	181,373	163,873	17,500
1950 SHS DIODES INC	2021-08	Purchased	2021-11	192,334	162,744	29,590
2240 SHS FUJI FILM HOLDINGS	2021-08	Purchased	2021-11	174,495	163,729	10,766
5050 SHS HONDA MTR LTD	2021-08	Purchased	2021-11	152,992	163,469	-10,477
1300 SHS INNOVATOR LOUP FRONTIER	2021-03	Purchased	2021-11	73,787	77,077	-3,290
350 SHS INNOVATOR LOUP FRONTIER	2021-03	Purchased	2021-11	19,866	20,720	-854
258 SHS REGENERON PHARMS INC	2021-05	Purchased	2021-11	165,840	126,688	39,152
480 SHS SBA COMMUNICATIONS CORPORATE	2021-08	Purchased	2021-11	165,614	164,554	1,060
3340 SHS TOKIO MARINE HOLDINGS INC	2021-08	Purchased	2021-11	177,987	163,066	14,921
1100 SHS ASSURANT INC	2021-11	Purchased	2022-02	167,156	177,415	-10,259
3000 SHS BRISTOL MYERS SQUIBB CO	2021-11	Purchased	2022-02	194,609	177,000	17,609
800 SHS CIGNA CORP	2021-11	Purchased	2022-02	180,751	171,877	8,874
1050 SHS HENRY JACK & ASSOC INC	2021-11	Purchased	2022-02	176,310	174,410	1,900
350 SHS MITSUI & CO LTD	2021-08	Purchased	2022-02	172,402	164,976	7,426
1900 SHS SEAGATE TECHNOLOGY HOLDINGS	2021-11	Purchased	2022-02	205,161	176,704	28,457
4602 SHS TRANSALTA CORP	2021-11	Purchased	2022-02	50,699	51,169	-470
7875 SHS TRANSALTA CORP	2021-11	Purchased	2022-02	86,758	87,584	-826
3273 SHS TRANSALTA CORP	2021-11	Purchased	2022-02	36,058	36,340	-282
.6522 SHS WARNER BRO DISCOVERY INC (CASH IN LIEU)	2022-04	Purchased	2022-04	17	0	17
5270 SHS KONINLUKE AHOLD DELHAIZE	2021-08	Purchased	2022-05	155,773	163,844	-8,071
914 SHS AMGEN INC	2022-02	Purchased	2022-05	209,460	208,822	638
2200 SHS BAXTER INTERNATIONAL INC	2021-11	Purchased	2022-05	155,257	174,559	-19,302
6054 SHS CONAGRA BRANDS INC	2022-02	Purchased	2022-05	208,261	208,910	-649
375 SHS DOMINOS PIZZA INC	2021-11	Purchased	2022-05	130,395	181,026	-50,631
3003 SHS FIRSTCASH HOLDINGS INC	2022-02	Purchased	2022-05	224,473	209,953	14,520
1898 SHS FMC CORP	2022-02	Purchased	2022-05	250,535	209,107	41,428
796 SHS PROCTER & GAMBLE CO	2022-02	Purchased	2022-05	125,369	126,086	-717
1512 SHS JM SMUCKER CO	2022-02	Purchased	2022-05	203,257	209,125	-5,868
857 SHS VERTEX PHARMS INC	2022-02	Purchased	2022-05	220,766	208,747	12,019
316 SHS FIRST TRUST CAPITAL STRENGTH	2021-02	Purchased	2022-05	23,204	21,317	1,887
850 SHS ISHARES CORE S&P TOTAL US	2021-02	Purchased	2022-05	76,575	76,778	-203
1596 SHS WARNER BROS DISCOVERY INC		Purchased	2022-05	28,368	42,217	-13,849
30000 SHS SIERRA INC CORP	2013-03	Purchased	2022-03	244,269	300,000	-55,731
25511.399 SHS KBS REIT III INC	2012-03	Purchased	2021-07	96,801	30,884	65,917
BARINGS BDC INC - CAPITAL GAINS DISTRIBUTION	2022-03		2022-03	29,361	0	29,361
AT&T SPINOFF RECEIPT OF WARNER BROTHER SHARES	2022-04		2022-04	42,876	42,229	647

- TIN:

TY 2021 InvestmentsCorpStockSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Name of Stock	End of Year Book Value	End of Year Fair Market Value
100 SHS AMAZON.COM INC	105,262	240,419
1000 SHS BERKSHIRE HATHAWAY INC	202,814	315,980
1125 SHS ALIBABA GROUP HLDG LTD	89,460	108,056
1400 SHS JOHNSON & JOHNSON	85,698	251,342
1900 SHS PROCTOR & GAMBLE	102,670	280,972
1900 SHS WASTE MANAGEMENT	72,710	301,169
200 SHS ALPHABET INC	143,943	455,048
20250 UNITS FS KKR CAPITAL CORP	453,074	437,805
1500 SHS META PLATFORMS INC	250,753	290,460
13491 SHS BARINGS BDC INC	244,269	139,767
2500 SHS EXXON MOBIL	183,437	240,000
25000 SHS UNITED DEVELOPMENT FUNDING IV	376,831	0
2600 SHS PAYPAL HOLDINGS INC	152,935	221,546
2650 SHS PHILLIPS 66 COM	65,459	267,147
4000 SHS COCA COLA	115,166	253,520
4800 SHS APPLE INC COM	105,597	714,432
6600 SHS AT&T	135,473	140,514
95273 SHS BROADMARK REALTY CAPITAL INC	980,950	704,067
799 SHS BIOGEN INC	162,996	159,800
1272 SHS CHECK POINT SOFTWARE	162,943	159,102
688 SHS ENSTAR GROUP LIMITED	165,629	159,568
6252 SHS EQUITY COMMONWEALTH	162,552	170,367
1692 SHS GRAND CANYON EDUCATION	163,051	150,876
3005 SHS KROGER CO	163,021	159,175
489 SHS NEWMARKET CORP	164,158	161,135
4525 SHS PREMIER INC	162,900	169,280
1144 SHS RENAISSANCERE HOLDINGS LTD	162,677	175,627
609 SHS SHERWIN WILLIAMS CO	162,865	163,236

- TIN:

TY 2021 InvestmentsOtherSchedule2

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Category/ Item	Book Value	End of Year Fair Market Value
30000 UNITS SILAS FKA CARTER VALIDUS MISSION CRITICAL REIT/4488.6 UNITS KBS REIT III	61,629	94,498
12000 UNITS HEALTHCARE TRUST INC	209,850	163,509
30000 UNITS LODGING OPPORTUNITY FUND	277,669	303,736
12500 UNITS SSGA ACTIVE ETF TRUST BLACKSTONE GSO SR LOAN	584,380	537,750
1400 UNITS ARK ETF TR INNOVATION ETF	129,943	61,726
900 UNITS FIRST TR EXCHANGE TRADED FD VI TCW OPPORTUNIS ETF	48,090	42,759
1284 UNITS FIRST TRUST EXCHANGE TRADED FU CAP STRENGTH ETF	91,524	94,888
500 UNITS FIRST TRUST EXCHANGE TRADED FU DJ INTERNT IDX ETF	115,839	69,895
6000 UNITS FIRST TRUST EXCHANGE TRADED FU PFD SECS INC ETF	123,338	109,140
4250 UNITS INVESCO EXCHANGE TRADED FUND T PFD ETF	62,259	54,995
900 UNITS ISHARES TRUST US MED DVC ETF	50,221	48,987
1620 UNITS ISHARES TRUST ESG AWARE MSCI USA ETF	153,462	148,910
700 UNITS SPDR INDEX SHARES FUNDS ASIA PACIF ETF	96,425	73,241
1160 UNITS SPDR SERIES TRUST PORTFOLIO SHORT ETF	36,381	34,858
1688.065 UNITS AMERICAN FUNDS AMERICAN MUTUAL F1	81,056	86,513
1182.13 UNITS AMERICAN FUNDS NEW PERSPECTIVE F1	75,070	62,334
4517.292 UNITS AMG FUNDS TIMESSQUARE MID CAP GROWTH N	88,555	62,519
2248.606 UNITS BARON CAPITAL GROUP FIFTH AVENUE GROWTH INST	123,760	74,519
8919.594 UNITS DESTRA FLAHERTY/CRUMRINE PREF & INC I	166,326	150,474
3742.261 UNITS JPMORGAN FUNDS US EQTY I	75,564	71,440
4816.857 UNITS PROFESSIONALLY MGD PORT OSTERWEIS STRATEGIC INC FD	55,164	52,263
1597.758 UNITS WASATCH FUNDS ULTRA GROWTH INVETOR	82,540	47,917

- TIN:

TY 2021 LandEtcSchedule2

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value
OFFICE BUILDING SITE	55,370	0	55,370
OFFICE BUILDING	265,944	256,481	9,463
OFFICE FURNITURE & EQUIPMENT	14,671	14,356	315

- TIN:

TY 2021 LegalFeesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
SOMMER UDALL HARDWICK & JONES PA LEGAL FEES	0
THE POWELL FIRM LLC LEGAL FEES	55,207	0		55,207

- TIN:

TY 2021 OtherAssetsSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
STATE PAYROLL TAX BOND	3,111	3,111	3,111

- TIN:

TY 2021 OtherExpensesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
WEBSITE DESIGN FEES
DIRECTORS AND OFFICERS LIAB INS	3,672		3,672
OFFICE SUPPLIES	261		261
WORKERS COMP PREMIUM	2,247		2,247
POSTAGE & BOX RENT	611		611
BANK CHARGES	34		34
BROKERS FEES	71,615	71,615
DUES & SUBSCRIPTIONS	1,522		1,522
MISCELLANEOUS EXPENSES
GIFTS	300		300

- TIN:

TY 2021 OtherIncomeSchedule2

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Description	Revenue And Expenses Per Books	Net Investment Income
REIMBURSEMENT
STOCK SETTLEMENT
MISC INCOME	2,777
ROUNDING	1	1

- TIN:

TY 2021 TaxesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN:

85-0335071

Category	Amount	Disbursements for Charitable Purposes
FEDERAL EXCISE TAX FOR THE YEAR ENDED MAY 31, 2022
PAYROLL EXPENSES	11,686	11,686
FOREIGN TAX
EXCISE TAXES FROM PRIOR YEARS