OMB No 1e45-0052 Form 990-PF Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation 201 0 Department of the Treasury Internal Revenue Service Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements. For calendar year 2010 , or tax year beginning , 20 10 , and ending , G Check all that apply. Initial return [I Initial Return of a former public charity [ Final return H Amended return Address change Name change A Employer identification number RGK FOUNDATION 74-6077587 1301 W. 25TH STREET #300 B Telephone number (see the instructions) AUSTIN, TX 78705 (512) 474-9298 C If exemption application is pending, check here ► D 1 Foreign organizations, check here H Check type of organization. Section 501 (c)(3) exempt private foundation 2 Foreign organizations meeting the 85% test, check Section 4947(a)(1) nonexem p t charitable trust Other taxable p rivate foundation here and attach computation I Fair market value of all assets at end of year Accounting method Cash X Accrual E If private foundation status was terminated J section (from Part ll, column (c), line 16) under 507(b)(1)(A), check here Other (specify) ______- _ F If the foundation is in a 60-month termination $ 145, 448, 629. (Part I, column (d) must be on cash- -basis ) under section 507(b)(1)(B), check here Part I Analysis of Revenue and (a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements Expenses (The total of amounts In expenses per boo ks income income for charitable columns (b), (c), and (d) may not neces- sanly equal the amounts In column (a) (cash basis only) (see the Instructions).) 1 Contributions, gifts, grants, etc, received (att sch) 60 , 000. 2 Ck " [ if the foundn is not req to att Sch B 3 Interest on savings and temporary cash investments 2,251. 2,251. N/A 4 Dividends and interest from securities . 1 , 259 , 756. 1 , 246 , 074. ^p 5a Gross rents al income b e (lossj or R 6 a Net gain/(loss) from sale of assets not on line 10 2,291,660. 9 b Gross sales price for all assets on line 6a 20, 187, 772. 7 Capital gain net income (from Part IV, line 2) 2,057,075. 8 Net short-term capital gain C1 9 Income modifications L9 10a Gross sales less returns and allowances b Less Cost of goods sold c Gross profit/(loss) (att sch) 11 Oth er income (attach sched u le) SEE STATEMENT 1 661,598. 1,044,313. 12 Total. Add lines 1 through 11 4,275,265. 4,349,713. 13 Compensation of officers, directors, trustees, etc 2 30, 4 8 0 . 149, 812 . 80, 6 6 8. 14 Other employee salaries and wages 568, 719. 363, 006. 205,713. .15 eioaaplans,eo pigyeeee benefits 222, 287. 139, 348. 77,735. A 16lffees-(attacti°schrdule). SEE ST 2 13,521. 13,521. m bAccounting fees(atfach-sc j.^ ESEE ST 3 2,415. 1,582. 833. N6 ) 4Oth pr f fges (^a¢q sch SEE ST 4 662 , 951 . 856 , 431 . 53 , 28 9. o C ) latJ^y U I I G P sQ _ 17 1nt res ^. R T 18 Taxes (attach schedulexsee instr )1 SEE $ TM 5 218 , 271 . LX: 1" I7epreca ion^each T T ch)-an :dep l lon -^ 19 , 427 . 12 , 734 . N 20 Occupancy v G E 21 Travel, conferences, and meetings 28 , 782. 14 , 545. 14 , 148. A E 22 Printing and publications N D p 23 Other expenses (attach schedule) SEE STATEMENT 6 87,424. 42,138. 46,418. NS 24 Total operating and administrative s expenses. Add lines 13 through 23 2, 054, 277. 1,593,117. 478, 804. 25 Contributions, gifts, grants paid PART XV 6 , 876 , 991. 5 , 969 , 767. 26 Total expenses and disbursements. Add lines 24 and 25. 8, 931, 268. 1, 593, 117. 6, 448, 571. 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements -4,656,003. I b Net investment income (if negative, enter -0-) 2,756,596. C Adjusted net income (if negative, enter -0-) BAA For Paperwork Reduction Act Notice, see the instructions. TEEA0504L 07/23/10 Form 990-PF (2010)

awk 6) Form 990-PF (2010) RGK FOUNDATION 74-6077587 Pane 2 Attached schedules and amounts in the description Beginning of year End of year Fa R-1-1 1 Bal ance Sheets column should be for end-of-year amounts only (See instructions ) (a) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-interest-bearing .. 200. 200. 200. 2 Savings and temporary cash investments 4, 838, 167. 3, 558, 821. 3, 558, 821. 3 Accounts receivable . 1 ,98 0 ,00 9 . Less: allowance for doubtful accounts 3, 022, 857. 1, 980, 009. 1, 980, 009. 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 the instructions) 7 Other notes and loans receivable (attach sch) 01 S Less allowance for doubtful accounts 0 ------S 8 Inventories for sale or use charges TE 9 Prepaid expenses and deferred 22,754. 17, 696. 17, 696. S 10a Investments - U.S and state government obligations (attach schedule) b Investments - corporate stock (attach schedule) STATEMENT 7 46, 404, 790. 46, 003, 539. 52,299,955. c Investments - corporate bonds (attach schedule) STATEMENT 8 27,125,112. 30, 218, 061. 30,632,727. 11 Investments - land, buildings, and equipment: basis Less: accumulated depreciation (attach schedule) ------12 Investments - mortgage loans 13 Investments - other (attach schedule) STATEMENT 9 58, 664, 271. 55, 261, 018. 56, 810, 286. 14 Land, buildings, and equipment: basis 01 23 3 ,04 6 . Less: accumulated depreciation (attach schedule) SEE STMT 100,_ 12 9 ,11 1 . 24,325. 103, 935. 103,935. 15 Other assets (describe P------SEE STATEMENT 11 ) 45,001. 45,001. 45,000. 16 Total assets (to be completed by all filers - see instructions Also, see page 1, item 1) 140, 147, 477. 137, 188, 280. 145, 448, 629. L 17 Accounts payable and accrued expenses 54, 132. 241,487. A 18 Grants payable . . 2, 747, 062. 3, 667, 509. B 19 Deferred revenue . .. L 20 Loans from officers, directors, trustees, & other disqualified persons 1 21 Mortgages and other notes payable (attach schedule) . T 22 Other liabilities (describe ) E S 23 Total liabilities (add lines 17 through 22) 2, 801 , 194. 3, 908, 996. Foundations that follow SFAS 117, check here ► X and complete lines 24 through 26 and lines 30 and 31. N F 24 Unrestricted 137, 346, 283. 133, 279, 284. E U T N 25 Temporarily restricted D 26 Permanently restricted S B Foundations that do not follow SFAS 117, check here. S A and complete lines 27 through 31. E L T A 27 Capital stock, trust principal, or current funds S N 28 Paid-in or capital surplus, or land, building, and equipment fund O CE 29 Retained earnings, accumulated income, endowment, or other funds R S 30 Total net assets or fund balances (see the instructions) 137, 346, 283. 133, 279, 284 . 31 Total liabilities and net assetslfund balances (see the instructions) 140,147,477. 137,188,280. Hart III Analysis of Lnan es in Net Assets or Funcl rtalances 1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) .. 1 137 , 346, 283 . 2 Enter amount from Part I, line 27a . . 2 -4,656,003. 3 Other increases not included in line 2 (itemize) . "SEE STATEMENT 12 3 589,004. ------4 Add lines 1, 2, and 3 ...... 4 133, 279, 284 . 5 Decreases not included in line 2 (itemize) 5 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30 6 133, 279, 284 . BAA TEEA0302L 02/16111 Form 990-PF (2010) Form 990-PF (2010) RGK FOUNDATION 74-6077587 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, (b) How acquired (C) Date acquired (d) Date sold 2-story brick warehouse; or common stock, 200 shares MLC Company) P - Purchase (month, day, year) (month, day, year) D - Donation la 1 SEE STATEMENT 16 P VARIOUS 12/31/10 b C d e (e) Gross sales price (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) a 20,187,772. 18,130,697. 2,057,075. b C d e Complete only for assets showing gain in column (h) and owned b the foundation on 12/31/69 (I) Gains (Column (h) (i) Fair Market Value (j) Adjusted basis (k) Excess of column (I) gain minus column (k), but not less as of 12/31/69 as of 12/31/69 over column (I), if any than -0-) or Losses (from column (h)) a 2,057,075. b C d e Ifgain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) { lf (loss), enter -0- in Part I, line 7 } 2 2, 057, 075. 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 the instructions). If (loss), enter -0- in Part I, line 8 3 0. 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? r] Yes No 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 the instructions before making any entries (a) (b) (c) Base period years Adjusted qualifying distributions Net value of Distribution ratio Calendar year (or tax year noncharttable-use assets (column (b) divided by column (c)) beginning in) 2009 7,130,207. 122,085,766. 0.058403 2008 7,308,056. 150,332,449. 0.048613 2007 8,185,422. 166,925,276. 0.049036 2006 4,876,012. 133, 205, 913. 0.036605 2005 3,510,334. 124,377,726. 0.028223

2 Total of line 1, column (d) 2 0.220880 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years 3 0.044176

4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5 4 135, 059, 641.

5 Multiply line 4 by line 3 5 5,966,395.

6 Enter 1 % of net investment income (1 % of Part I, line 27b) 6 27,566.

7 Add lines 5 and 6 . 7 5, 993, 961.

8 Enter qualifying distributions from Part XII, line 4 8 6,448,571.

If line 8 is equal to or greater than line 7, check the box in Part VI, line l b, and complete that part using a 1 % tax rate See the Part VI Instructions BAA Form 990-PF (2010)

TEEA0303L 07/23/10 l'1 Form 990-PF (2010) RGK FOUNDATION 74-6077587 Page 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see the instructions) 1 a 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 instr.) b Domestic foundations that meet the section 4940(e) requirements in Part V, 1 27,566. check here 0 Wand 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, column (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 27, 566. 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 27,566. 6 Credits/Payments: a 2010 estimated tax pmts and 2009 overpayment credited to 2010 6a 136, 318 . b Exempt foreign organizations - tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payments Add lines 6a through 6d . . . 7 136,318. 8 Enter any penalty for underpayment of estimated tax Check here F] if Form 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed - 9 0. 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ' 10 108,752. 11 Enter the amount of line 10 to be: Credited to 2011 estimated tax ► 108, 752. Refunded . ► 11 0. Part VII-A Statements Regardinq Activities Yes No 1 a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? . la X

b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see the instructions for definition). 1b X If the answer is 'Yes' to la or ib, 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 X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year. (1) On the foundation $ 0 . (2) On foundation managers ► $ 0 . e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers . I. $ 0. 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 X 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 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the year?. 4a X b If 'Yes,' has it filed a tax return on Form 990-T for this year? . . 4b X 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? .. . 5 X 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 X 7 Did the foundation have at least $5,000 in assets at any time during the year? If 'Yes,'complete Part fl, column (c), and PartXV 7 X 8a Enter the states to which the foundation reports or with which it is registered (see the instructions) . i TX CA 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 . .. . . H8b X

9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(1)(3) or 4942(1)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV)? If 'Yes,' complete Part XIV 9 X

10 Did any persons become substantial contributors during the tax year? If 'Yes,' attach a schedule listing their names and addresses BAA Form 990-PF (2010)

TEEA0304L 02/16/11

V Form 996-PF (2010) RGK FOUNDATION 74-6077587 Page 5 Part VII -A Statements Regardin g 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 X 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008? ...... 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? . 13 X Website address .. WWW.RGKFOUNDATION.ORG ► ------14 The books are in care of ELIZABETH SEXWORTH Telephone no. (512) 474 -92 ► ------► ------9 8 Located at - 1301 W. 25TH STREET, SUITE 300 AUSTIN TX ZIP+4 78705 ------► ------15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here N/A ► IT and enter the amount of tax-exempt interest received or accrued during the year ► 15 N/A Yes 16 At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over a No bank, securities, or other financial account in a foreign country? 16 X See the instructions for exceptions and filing requirements for Form TD F 90-22.1 If 'Yes,' enter the name of the foreign country ► GREAT BRITAIN Part VII- B Statements Reg ardin g Activities for Which Form 4720 May Be Req uired File Form 4720 if any item is checked in the 'Yes' column , unless an exception applies. Yes No 1 a 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? . [Yes jNo (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person'. .. Yes X No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? . . . X Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes X No (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)? .. . . . [Yes XJNo

(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 governmen t service, if termina ting wi th in 90 days) .. [Yes XjN o b If any answer is 'Yes' to la(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 the instructions)? 1 b X Organizations relying on a current notice regarding disaster assistance check here . ► L c Did the foundation engage in a prior year in any of the acts described in 1 a, other than excepted acts, ------that were not corrected before the first day of the tax year beginning in 2010? 1 c X 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(1)(3) or 4942(1)(5))

a At the end of tax year 2010, did the foundation have an r undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2010. [Yes ^No If 'Yes,' list the years ► 20 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 - -- -- 1 all years listed, answer 'No' and attach statement - see the instructions) . . . . 2b J N A c 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

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? [ Yes No b If 'Yes,' did it have excess business holdings in 2010 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 - J determine if the foundation had excess business holdings in 2010.) 3b N VA 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? .. . . 4a X

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 20107 4b X BAA Form 990-PF (2010)

TEEA0305L 02/16/11

c) Form 996-PF (2010) RGK FOUNDATION 74-6077587 Page 6 Part VII -13 Statements Regardin g Activities for Which Form 4720 May Be Req uired (continued) 5a During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? .. Yes XJ No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? ... Yes X No (3) Provide a grant to an individual for travel, study, or other similar purposes? Yes X No (4) Provide a grant to an organization other than a charitable, etc, organization described in section 509 (a)( 1 ), (2), or (3), or section 4940 (d)(2) 2 (see instructions) LI Yes No

()(5) Provide for any purpose other than religious, charitable, scientific, literary, or ed ucational purposes, or for the prevention of cruelty to children or animals ? Yes No

b If any answer is 'Yes' to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Re g ulations section 53 .4945 or in a current notice reg arding disaster assistance (see instructions)? . . . . . 5b N A Organizations relying on a current notice regarding disaster assistance check here ► 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? N/A fl Yes No 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...... []Yes No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? . 6b X 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? []Yes No b If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? N/A 7b Part VIII Information About Officers, Directors , Trustees , Foundation Managers , Highly Paid Employees, and Contractors 1 List all officers . directors . trustees . foundation manaaers and their compensation (see inctructinncl_ (b) Title and average (c) Compensation (d) Contributions to (e) Expense account, (a) Name and address hours per week (If not paid, enter -0-) employee benefit other allowances devoted to position plans and deferred compensation SEE ------STATEMENT-13

230,480. 47,020. 0. ------

------

------

Z Compensation of five highest-naid emninveec (other than those included on line 1- cap inctrnrtinncl If nnno anfor 9Jf1NF ' (a) Name and address of each employee (b) Title and average (c) Compensation (d) Contributions to (e) Expense account, paid more than $50,000 hours per week employee benefit other allowances devoted to position plans and deferred compensation ELIZABETH ------SEXWORTH --- 1301 W. 25TH STREET, SUITE 300 CIO AUSTIN, TX 78705 40 198,589. 39,259. 0. BENEDETTE ------R. BARNHILL ----- 1301 W. 25TH STREET, SUITE 300 FINANCIAL ANA AUSTIN, TX 78705 40 90,043. 25,604. 0. ------JAMI K. HAMPTON - ---- 1301 W. 25TH STREET, SUIT E 300 SR PROGRAM OF AUSTIN, TX 78705 40 88,920. 29,340. 0. -ANNE------MARIE PALMER------1301 W. 25TH STREET, SUITE 300 ACCOUNTANT AUSTIN, TX 78705 30 47,112. 26,552. 0. LINDSEY AYLIEFF ___ 1301 W. 25TH STREET, SUITE 300 PROGRAM OFFIC AUSTIN, TX 78705 40 45,864. 17,800. 0. Total number of other employees paid over $50,000 ► 2 t5AA TEEA0306L 07/23/10 Form 990-PF (2010) Form 990=PF (2010) RGK FOUNDATION 74-6077587 Page 7 PartjVlll Information About Officers , Directors , Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued)

3 Five hig hest-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 SEE STATEMENT 14 ------438,489. ------

------

------

------

Total number of others receiving over $50,000 for professional services 0 P^ Summary of Direct Charitable Activities

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

2 ------

3 ------

4 ------

Part;IXB1 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 ------N/A ------

2 ------

All other program-related investments. See instructions 3 ------

Total. Add lines 1 through 3 . 0. 11 0.. BAA Form 990-PF (2010)

TEEA0307L 02/16/11

elz Form 990-PF (2010) RGK FOUNDATION 74 -6077587 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 , pu rp oses a Average monthly fair market value of securities . . 1 a 85, 372, 179. bAverage of monthly cash balances .... 1 b 6,248,297. c Fair market value of all other assets (see instructions) ...... 1 c 45, 495, 911. d Total (add lines 1a, b, and c) 1 d 137, 116, 387 . e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) 1 e 0. 2 Acquisition indebtedness applicable to line 1 assets ...... 2 0. 3 Subtract line 2 from line ld .. 3 137, 116, 387. 4 Cash deemed held for charitable activities Enter 1-1/2% of line 3 (for greater amount, see instructions) ...... 4 2, 056, 746. 5 Net value of noncharitable - use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 135, 059, 641. 6 Minimum investment return . Enter 5% of line 5 6 6,752,982. Part XI Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain forei g n organizations check here ► and do not com p lete this art. 1 Minimum investment return from Part X, line 6 1 6,752,982. 2a Tax on investment income for 2010 from Part VI, line 5 2a 27,566. b Income tax for 2010. (This does not include the tax from Part VI.) . . 215 1 c Add lines 2a and 2b 2c 27, 566. 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 6, 725, 416. 4 Recoveries of amounts treated as qualifying distributions 4 5 Add lines 3 and 4 5 6, 725, 416. 6 Deduction from distributable amount (see instructions) 6 7 Distributable amount as adjusted. Subtract line 6 from line 5 Enter here and on Part XIII, line 1 7 6,725,416. 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 . . la 6,448,571. b Program-related investments - total from Part IX-13 . 1b 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 la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 . 4 6,448,571. 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 27 ,566. 6 Adjusted qualifying distributions . Subtract line 5 from line 4 . 6 6,421,005. 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. BAA Form 990-PF (2010)

TEEA0308L 07/06/09 Form 990=PF (2010) RGK FOUNDATION 74-6077587 Page 9 Part XIII Undistributed Income (see instructions)

(a) (b) (c) (d) Corpus Years prior to 2009 2009 2010

1 Distributable amount for 2010 from Part XI, line 7 6, 725, 416. 2 Undistributed income, if any, as of the end of 2010. a Enter amount for 2009 only .. 0. b Total for prior years: 20, 20 20 0. 3 Excess distributions carryove r, if any, to 2010- a From 2005 . . . b From 2006 c From 2007 d From 2008 e From 2009 939, 032. f Total of lines 3a throug h e .. 939,032. 4 Qualifying distributions for 2010 from Part XII, line 4: 01 $ 6, 448, 571. a Applied to 2009, but not more than line 2a 0.

b A^plied 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 2010 distributable amount 6,448,571. e Remaining amount distributed out of corpus 0. 5 Excess distributions carryover applied to 2010 276, 845. 276, 845. (If an amount appears in column (d), the same amount must be shown in column (a).)

6 Enter the net total of each column as indicated below: _ a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 662, 187

b Prior years' undistributed income Subtract line 4b from line 2b 0. c Enter the amount of prior years' undistribut- ed 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 2009. Subtract line 4a from line 2a. Taxable amount - see instructions 0.

f Undistributed income for 2010 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2011 0. 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) 0. 8 Excess distributions carryover from 2005 not applied on line 5 or line 7 (see instructions) 0.

9 Excess distributions carryover to 2011. Subtract lines 7 and 8 from line 6a 662,187. 10 Analysis of line 9 a Excess from 2006 b Excess from 2007 c Excess from 2008 d Excess from 2009 662,187. e Excess from 2010. . BAA Form 990•PF (2010)

TEEA0309L 07/23/10 Form 990=PF (2010) RGK FOUNDATION 74-6077587 Page 10 Part XIV Private O peratin g Foundations (see instructions and Part VII-A, q uestion 9) N/A 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2010, enter the date of the ruling ...... 11 h Check box to indirnte whether the fnundatinn is a nnvate nneratinn fnunrtation described in section n 4942(il(3) or 1 4942(i( 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2010 (b) 2009 (c) 2008 (d) 2007 (e) Total investment return from Part X for each year listed ...... 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(I)(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(I)(3)(B)(ni) (3) Largest amount of support from an exempt organization (4) Gross investment income Part XV Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the year - see instructions.) 1 Information Regarding Foundation Managers: a List 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).) NONE

b List 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

2 Information Regarding Contribution , Grant, Gift, Loan, Scholarship , etc, Programs: Check here ' F] 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, (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d a The name, address, and telephone number of the person to whom applications should be addressed

SEE STATEMENT 15 b The form in which applications should be submitted and information and materials they should include-

SEE STATEMENT FOR LINE 2A c Any submission deadlines:

SEE STATEMENT FOR LINE 2A d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors-

SEE STATEMENT FOR LINE 2A BAA TEE.AO310L 02/16/11 Form 990-PF (2010)

^0 Form 990=PF (2010) RGK FOUNDATION 74-6077587 Page 11 PartfXV .,' Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Aooroved for Future Payment If recipient is an individual, Recipient show any relationship to Foundation Purpose of grant or any foundation manager or status of contribution Amount recipient Name and address (home or business ) su bstantia l contributor a Paid during the year SEE STMT 17 - PART XV 3A GRANTS PAID VARIOUS 5,968,267. PAID

CONFERENCE OF SW FOUNDATION PAID MEMORIAL 1,000. 624 N. GOOD-LATIMER EXPWY, STE CONTRIBUTION IN 100 HONOR OF MAUD DALLAS, TX 75204 KEELING

CAPITAL AREA LITERACY COALITION PAID MEMORIAL 500. 1025 E. SAGINAW STREET CONTRIBUTION IN LANSING, MI 48906 HONOR OF ALEEN T. CROSS

Total . 01 3a 5,969,767. b Approved for future payment SEE STMT 18 - PART XV 3B FUTURE PENDIN VARIOUS 3,375,000. GRANTS G

Total 3bl 3,375,000. BAA TEEA0501L 07/23/10 Form 990-PF (2010) 0 Form 990-PF (2010) RGK FOUNDATION 74-6077587 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) (a) (b) (c) (d) Related or exempt Business Amount Exclu - Amount function income code sion (see the instructions) 1 rogram service revenue- code

9 Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 14 2,251. 4 Dividends and interest from securities 14 1, 259, 756. 5 Net rental income or (loss) from real estate a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income 525990 -65,524. 1 727,122. 8 Gain or (loss) from sales of assets other than inventory 525990 -216,166. 18 2,507,826. 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) -281, 690 . 4,496,955. Total . Add line 12, columns (b), (d), and (e) 13 4,215,265. (See worksheet in line 13 instructions to verify calculations ) Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

BAA TEEA0502L 02/17/11 Form 990-PF (2010) Form 990-PF (2010) RGK FOUNDATION 74-6077587 Page 13 Pa'rt •XVII' Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations Yes No 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash...... a 1) X (2) Other assets ...... 1 a (2) X b Other transactions: I (1) Sales of assets to a noncharitable exempt organization ...... 1 b (1) X (2) Purchases of assets from a noncharitable exempt organization ...... 1 b (2) X (3) Rental of facilities, equipment, or other assets ...... 1 b (3) X (4) Reimbursement arrangements ...... 1 b (4) X (5) Loans or loan guarantees ...... 1 b (5) X (6) Performance of services or membership or fundraising solicitations 1 b (6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees ... .. 1C X

d If the answer to any of the above is 'Yes,' complete the following schedule. Column (b) should always show the fair market val ue of the goods, other assets, or services given by the reporting foundation If the foundation received less than fair marke t 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 noncharltable exempt organization (d) Description of transfers, transactions, and sharing arrangements N/A

2a Is the foundation directl y or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501 (c) of the Code (other than section 501 (c)(3)) or in section 527? ...... Yes q No h If 'Yac ' rmmnlpta tha fnllnwinn scherinlp (a) Name of organization (b) Type of organization (c) Description of relationship N/A

Under penalties of perjury, I declare that correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is ba Sign Here Signature officer or trustee Print/Type preparer's name 'rep signature Paid I^°QEQT /^ Preparer Firm's name 6;E PT- D uE C_ 13 01 Use Only Firm's address AUS TIN, s BAA OMB No 1545-0047 Schedule B (Form 990,990-EZ, or 990-PF) Schedule of Contributors 2010 Department of the Treasury Attach to Form 990, 990-EZ, or 990-PF Internal Revenue Service Name of the organization Employer identification number RGK FOUNDATION __ 74-6077587 Organization type (check one): Filers of: Section: Form 990 or 990-EZ 501(c)( ) (enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization

Form 990-PF R501(c)(3)X exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule FRI For an organization filing Form 990, 990-EZ, or 990 -PF that received, during the year, $5,000 or more (in money or property) from any one contributor . (Complete Parts I and II )

Special Rules DFor a section 501 (c)(3) organization filing Form 990 or 990 - EZ, that met the 33-1 /3% support test of the regulations under sections 509(a)( 1) and 170 (b)(1)(A)(vi), and received from any one contributor, during the year , a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (I) Form 990, Part VIII, line 1h or (ii) Form 990 - EZ, line 1. Complete Parts I and II. For a section 501(c)(7), (8), or (10) org anization filing Form 990 or 990-EZ, that received from any one contributor, during the year, aggregate contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary , or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and III. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ , that received from any one contributor, during the year, contributions for use exclusively for religious , charitable, etc , purposes , but these contributions did not aggregate to more than $1,000 If this box is checked , enter here the total contributions that were received during the year for an exclusively religious , charitable, etc, purpose Do not complete any of the parts unless the General Rule applies to this organization because it received nonexcluslvely religious, charitable , etc, contributions of $5,000 or more during the year 0-$

Caution : An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF) but it must answer 'No' on Part IV, line 2 of their Form 990, or check the box on line H of its Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). BAA For Paperwork Reduction Act Notice , see the Instructions for Form 990, Schedule B (Form 990, 990-EZ, or 990-PF) (2010) 990EZ, or 990-PF.

TEEA0701L 12/28/10 Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part I Naha of organization Employer identification number RGK FOUNDATION 74-6077587

part'l? Contributors (see instructions.) (a) (b) (c) (d) Number Name , address , and ZIP + 4 Aggregate Type of contribution contributions

1 RONYA KOZMETSKY Person X ------Payroll 1301 W. 25TH STREET, SUITE 300 $ 60,000 . Noncash Part if there AUSTIN, TX 78705 i s ao noncash contlributon ) ------(a) (b) (c) (d) Number Name, address, and ZIP + 4 Aggregate Type of contribution contributions

_ Person ------Payroll $ Noncash (Complete Part II if there _ is a noncash contribution ) ------(a) (b) (c) (d) Number Name, address, and ZIP + 4 Aggregate Type of contribution contributions

Person ------Payroll $ Noncash (Complete Part II if there _ is a noncash contribution ------(a) (b) (c) (d) Number Name , address, and ZIP + 4 Aggregate Type of contribution contributions

Person ------Payroll $ Noncash (Complete Part II if there _ _ _ _ - _ _ _ is a noncash contribution.) ------(a) (b) (c) (d) Number Name , address, and ZIP + 4 Aggregate Type of contribution contributions

_ Person ------Payroll $ Noncash (Complete Part II if there is a noncash contribution.) ------(a) (b) (c) (d) Number Name , address, and ZIP + 4 Aggregate Type of contribution contributions

Person ------Payroll $ Noncash (Complete Part II if there is a noncash contribution )

BAA TEEA0702L 10/26/10 Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

0D Schedule 'B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part II Name of organization Employer identification number RGK FOUNDATION 74-6077587 Part;ll Noncash Property (see instructions)

a (b) c No. from Description of noncash property given FMV (orestimate Date received Part I (see instructions) N/A

(a) (b) (c) (d) No. from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

(a) (b) No. from Description of noncash property given FMV (orestimate) Date received Part I (see instructions)

(a) (b) No. from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

(a) (b) No. from Description of noncash property given FMV ( estimate) Date received Part I (see instructions)or

(a) (b) (c) (d) No. from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

BAA Sched ule B (Form 990. 990-EZ. or 990-PF) (2010)

TEEA0703L 10/26/10 Schedule 'B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part III Name of organization Employer identification number RGK FOUNDATION 74-6077587 Part Ill Exclusively religious , charitable , etc, individual contributions to section 501(c)(7), (8), or (10) organizations aggregating more than $1,000 for the year.Complete cols (a) through (e) and the following line entry. For organizations completing Part III, enter total of exclusively religious, charitable, etc, contributions of $1.000 or less for the year. (Enter this information once See instructions.) N/A (a) (b) (C) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I N/A

(e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee

(a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I

(e) Transfer of gift Transferee's name, address , and ZIP + 4 Relationship of transferor to transferee

(a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I

(e) Transfer of gift Transferee's name , address, and ZIP + 4 Relationship of transferor to transferee

(a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I

(e) Transfer of gift Transferee's name , address, and ZIP + 4 Relationship of transferor to transferee

BAA Schedule B (Form 990, 990-EZ, or 990-PF) (2010) TEEA07041. 06/23/09 2010 FEDERAL SUPPORTING DETAIL PAGE 1 RGK99OPF RGK FOUNDATION 74-6077587

Statement 1 Form 990-PF, Part 1, Line 11 Other Income: Column A - Revenue Per Books

Asia Alternatives Private Equity Ptr LLC ...... $ 15,623 Realty Associates Fund VIII ... 4,809 WHV International Growth Dev. Markets Fund ...... ( 35) Burgundy Small Cap Value Fund ...... 45,845 Colchester Global Bond Fund ...... 166,111 Gryphon International Fund ...... 162,404 Northstar Mezzanine Partners IV, LP...... 233,816 Wilshire Assoc Priv Markets Fund II ...... 32,908 Miscellaneous Class Action Settlement ...... 117 TOTAL $ 661,598

Other Income: Column B - Net Investment Income

Burgundy Small Cap Value Fund $ 43,270 CHB Partners ...... 8,832 Colchester Global Bond Fund ...... 125,273 Colchester International Bond Fund ...... 15,514 Equastone Value Fund II ...... (3,911) Gryphon International Fund ...... 202,289 Marwit Capital Partners II, LP...... 1,142 MS Global Emerging Markets Private Inv Fd. 124 MSREF III International TE, LP...... 54,251 Newgate Emerging Markets ...... 103,792 Northstar Mezzanine Partners IV, LP ...... 157,533 Quintana Energy Fund - TE, LP ...... 56,433 Research Affiliates Fundamental Index ...... 236,722 Starwood Energy...... 9,131 Steel Partners China Access I, LP ...... 27,552 Wilshire Assoc Priv Markets Fund II ...... 6,249 Miscellaneous Class Action Settlement ...... 117 TOTAL $1,044,313

ao 2010 FEDERAL STATEMENTS PAGE 1

CLIENT RGK990PF RGK FOUNDATION 74-6077587 11/08/11 03 22PM STATEMENT 1knue,d FORM 990-PF , PART I, LINE 11 OTHER INCOME

(A) (B) NET (C) REVENUE INVESTMENT ADJUSTED PER BOOKS INCOME NET INCOME

OTHER INVESTMENT INCOME $ 661,598.$ 1,044,313. TOTAL $ 661,598.$ 1,044,313.$ 0.

STATEMENT 2 FORM 990-PF, PART I , LINE 16A LEGAL FEES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES J. NEVIN SHAFFER P.A. $ 125. $ 125. JACKSON WALKER 44. 44. R.D. FOWLER, P.C. 13,352. 13,352. TOTAL $ 13,521. $ 13,521. $ 0.

STATEMENT 3 FORM 990-PF , PART I , LINE 16B ACCOUNTING FEES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES ADP PAYROLL SERVICES $ 2,415. $ 1,582. $ 833. TOTAL $ 2,415. $ 1,582. $ 833.

STATEMENT 4 FORM 990-PF , PART I , LINE 16C OTHER PROFESSIONAL FEES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES ADMINISTRATIVE SERVICES $ 49. AUDIT SERVICES AND TAX RESEARCH $ 30,448. $ 17,355. 13,093. AUTOMATED SYSTEM CONSULTING.. 281. 160. 121. BENEFITS ADMINISTRATION SERVICES 8,292. 5,435. 2,809. INVESTMENT MANAGEMENT FEES . 585,294. 833,481. OTHER CONSULTING...... 38,636. 37,217. TOTAL $ 662,951. $ 856,431. $ 53,289.

a^ 2010 FEDERAL STATEMENTS PAGE 2

CLIENT RGK990PF RGK FOUNDATION 74-6077587 11/07/11 03:24PM

STATEMENT 5 FORM 990-PF, PART I , LINE 18 TAXES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES FED EXCISE TAX . . . . $ 218,271. TOTAL $ 218,271. $ 0. $ 0.

STATEMENT 6 FORM 990-PF , PART I , LINE 23 OTHER EXPENSES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES BANK CHARGES $ 642. $ 353. $ 289. COMPUTER/TELECOMMUNICATIONS ... 26,478. 10,477. 17,026. GENERAL MAINTENANCE.. . 2,417. 1,378. 1,039. INSURANCE . 16,880. 9,009. 7,871. LIBRARY 809. 476. 332. MISCELLANEOUS 11,311. 6,257. 4,996. POSTAGE .... 1,530. 1,039. 465. RENTAL EXPENSES 10,424. 5,942. 4,674. SUBSCRIPTIONS AND DUES 6,815. 2,257. 4,558. SUPPLIES 7,557. 3,566. 3,991. TELEPHONE . .. . 2,561. 1,384. 1,177. TOTAL $ 87,424. 42,138. $ 46,418.

STATEMENT 7 FORM 990-PF , PART II , LINE 10B INVESTMENTS - CORPORATE STOCKS

VALUATION BOOK FAIR MARKET CORPORATE STOCKS METHOD VALUE VALUE EIC LARGE CAP VALUE FUND COST $ 1,825,045. $ 2,124,163. WEDGEWOOD MID-LARGE CAP GROWTH FUND COST 4,399,889. 5,611,308. OSTERWEIS MID-LARGE CAP VALUE FUND COST 2,192,495. 2,148,784. SOUTHERN SUN SMALL CAP FUND COST 2,333,606. 3,217,946. DGI SMALL CAP GROWTH FUND COST 4,450,749. 5,370,159. GRYPHON INTERNATIONAL LLC COST 10,699,804. 11,583,551. WHV INTERNATIONAL GROWTH FUND COST 4,988,647. 6,122,634. SOUTHEASTERN INTERNATIONAL FUND COST 7,152,152. 6,028,681. NEWGATE EMERGING MARKETS FUND COST 4,364,694. 5,539,086. HARDING INTERNATIONAL EMERGING MRKTS FND COST 1,476,861. 1,652,675. BURGUNDY SMALL CAP VALUE COST 2,119,597. 2,900,968. TOTAL $ 46,003,539. $ 52,299,955.

a3 2010 FEDERAL STATEMENTS PAGE 31

CLIENT RGK990PF RGK FOUNDATION 74-60775871 11 /07/11 03 24PM

STATEMENT 8 FORM 990- PF, PART II , LINE 10C INVESTMENTS - CORPORATE BONDS

VALUATION BOOK FAIR MARKET CORPORATE BONDS METHOD VALUE VALUE PIMCO REAL RETURN FUND COST $ 5,014,093. $ 5,257,348. PIMCO TOTAL RETURN FUND COST 8,333,088. 8,353,204. SEIX HIGH YIELD FUND COST 3,985,608. 3, 837, 158. COLCHESTER GLOBAL INVESTORS, INC. COST 3,724,593. 3,709,347. WHIPPOORWILL OFFSHORE DISTRESSED OPP FND COST 9,160,679. 9,475,670. TOTAL $ 30,218,061. $ 30,632,727.

STATEMENT 9 FORM 990-PF, PART II, LINE 13 INVESTMENTS - OTHER

VALUATION BOOK FAIR MARKET METHOD VALUE VALUE OTHER SECURITIES STEEL PARTNERS JAPAN UNIT TRUST COST $ 1. $ 158,126. GLOBAL UNDERVALUED SECURITIES FUND COST 1,719,665. 2,639,921. HBK OFFSHORE FUND LTD COST 91,749. 566,730. SILVER POINT CAPITAL OFFSHORE FUND, LTD COST 376,813. 131,212. ETON PARK OVERSEAS FUND, LTD COST 3,000,000. 4,516,271. TIGER VEDA GLOBAL LTD COST 1,500,000. 1,796,692. SENECA CAPITAL INTERNATIONAL, LTD COST 400,441. 337,119. SOWOOD ALPHA FUND, LTD COST 1. 20,012. ARTIS TECHNOLOGY 2X, LTD COST 981,662. 1,815,866. WHITEBOX COMBINED COST 2,000,000. 3,652,888. O.S.S. OVERSEAS LTD COST 116,366. 54,872. RESEARCH AFFILIATES FUNDEMENTAL INDEX FD COST 11,417,451. 10,726,135. ROSEN R.E. SECURITIES OFFSHORE COST 101,270. 103,170. IVORY OFFSHORE FLAGSHIP FUND, LTD COST 2,500,000. 2,758,191. LITESPEED PARTNERS, L.P. COST 1,500,000. 1,618,140. MSREF III INTERNATIONAL, TE, LP COST 1. -61,102. REALTY ASSOCIATES FUND VIII COST 5,000,000. 3,291,660. MS GLOBAL EMERGING MARKET PRIVATE INV FD COST 411,913. 204,537. WILSHIRE ASSOCIATES PRIVATE MARKET FD II COST 2,296,944. 1,222,407. NORTHSTAR MEZZANINE PARTNERS IV, LP COST 1,819,397. 1,799,394. CHB CAPITAL PARTNERS III, LP COST 1,909,050. 1,777,325. MARWIT CAPITAL PARTNERS II, LP COST 2,777,700. 2,142,676. QUINTANA ENERGY PARTNERS TE LP COST 2,498,319. 2,701,509. STEEL PARTNERS CHINA ACCESS I, LP COST 559,995. 704,768. ASIA ALTERNATIVES CAPITAL PRTNRS DBT INV COST 648,458. 734,584. NB SECONDARY OPPORTUNITIES OFFSHORE COST 1,104,729. 1,545,191. GARRISON CREDIT OPP OFFSHORE COST 2,000,000. 2,671,078. STARWOOD ENERGY COST 483,333. 487,599. BOATHOUSE ROW COST 1,500,000. 1,729,395. SERENGETI OVERSEAS COST 3,000,000. 3,325,475. GEOSPHERE FUND, LTD COST 1,500,000. 1,597,916. MADISON INTERNATIONAL RE LIQUIDITY FD IV COST 45,760. 40,529. EQUASTONE VALUE FUND II,LLC COST 2,000,000. 0.

TOTAL $ 55, 261, 018. $ 56, 810, 286.

a3 2010 FEDERAL STATEMENTS PAGE 4

CLIENT RGK990PF RGK FOUNDATION 74-6077587 11 /07/11 03.24PM

STATEMENT 10 FORM 990-PF, PART II , LINE 14 LAND, BUILDINGS , AND EQUIPMENT

ACCUM. BOOK FAIR MARKET CATEGORY BASIS DEPREC. VALUE VALUE FURNITURE AND FIXTURES $ 130,694. $ 90,586. $ 40,108. $ 40,108. MACHINERY AND EQUIPMENT 53,165. 35,792. 17,373. 17,373. IMPROVEMENTS 49,187. 2,733. 46,454. 46,454. TOTAL $ 233,046. $ 129,111. $ 103,935. $ 103,935.

STATEMENT 11 FORM 990- PF, PART II , LINE 15 OTHER ASSETS

FAIR MARKET BOOK VALUE VALUE ARTWORK . . $ 45,000. $ 45,000. ROUNDING 1. TOTAL $ 45,001. $ 45,000.

STATEMENT 12 FORM 990-PF, PART III, LINE 3 OTHER INCREASES

PRIOR PERIOD INVESTMENT COST BASIS ADJUSTMENT . $ 589,004. TOTAL $ 589,004.

STATEMENT 13 FORM 990-PF , PART VIII, LINE 1 LIST OF OFFICERS, DIRECTORS , TRUSTEES , AND KEY EMPLOYEES

TITLE AND CONTRI- EXPENSE AVERAGE HOURS COMPEN- BUTION TO ACCOUNT/ NAME AND ADDRESS PER WEEK DEVOTED SATION EBP & DC OTHER GREGORY A. KOZMETSKY CHAIRMAN $ 0. $ 0. $ 0. 1301 W. 25TH STREET, SUITE 300 15.00 AUSTIN, TX 78705

CYNTHIA H. KOZMETSKY SECRETARY 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

NADYA K. SCOTT VICE CHAIRMAN 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

0.1)4 2010 FEDERAL STATEMENTS PAGE 5

CLIENT RGK990PF RGK FOUNDATION 74-6077587 11/07/11 03 24PM

STATEMENT 13 (CONTINUED) FORM 990-PF, PART VIII, LINE 1 LIST OF OFFICERS, DIRECTORS , TRUSTEES , AND KEY EMPLOYEES

TITLE AND CONTRI- EXPENSE AVERAGE HOURS COMPEN- BUTION TO ACCOUNT/ NAME AND ADDRESS PER WEEK DEVOTED SATION EBP & DC OTHER RONYA KOZMETSKY TRUSTEE $ 0. $ 0. $ 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

AARON W. KOZMETSKY TRUSTEE 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

MARY BETH ROGERS TRUSTEE 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

LOIS J. COX TRUSTEE 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

CHARLES E. HURWITZ TRUSTEE 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

M. JORDAN SCOTT TRUSTEE 0. 0. 0. 1301 W. 25TH STREET, SUITE 300 1.00 AUSTIN, TX 78705

CHRISTINA C. COLLIER EXEC VICE PRES 230,480. 47,020. 0. 1301 W. 25TH STREET, SUITE 300 40.00 AUSTIN, TX 78705

TOTAL $ 230, 480. $ 47,020. $ 0.

STATEMENT 14 FORM 990-PF, PART VIII, LINE 3 COMPENSATION OF FIVE HIGHEST PAID CONTRACTORS

NAME AND ADDRE SS TYPE OF SERVICE COMPENSATION NORTHERN TRUST CUSTODIAN 183,415. 50 SOUTH LASALLE STREET CHICAGO, IL 60675

PRESIDIO WEALTH MANAGEMENT INVESTMENT CONSULT 100,000. 101 CALIFORNIA STREET, SUITE 1200 SAN FRANCISCO, CA 94111

GRYPHON INVESTMENT MANAGER 65,649. 20 BAY STREET, SUITE 1905 TORONTO, NORTH AMERICA M5J2N8 CANADA

WENTWORTH HAUSER & VIOLICH INVESTMENT MANAGER 52,000. 301 BATTERY STREET, SUITE 400 SAN FRANCISCO , CA 94111 2010 FEDERAL STATEMENTS PAGE 6

CLIENT RGK990PF RGK FOUNDATION 74-6077587 11 /07/11 03 24PM

STATEMENT 14 (CONTINUED) FORM 990-PF, PART VIII, LINE 3 COMPENSATION OF FIVE HIGHEST PAID CONTRACTORS

NAME AND ADDRESS TYPE OF SERVICE COMPENSATION NEWGATE CAPITAL MANAGEMENT INVESTMENT MANAGER 37,425. ONE SOUND SHORE DRIVE GREENWICH, CT 06830

TOTAL $ 438,489.

STATEMENT 15 FORM 990-PF, PART XV, LINE 2A-D APPLICATION SUBMISSION INFORMATION

NAME OF GRANT PROGRAM: NAME: RGK FOUNDATION CARE OF: GRANTS ADMINISTRATOR STREET ADDRESS: 1301 WEST 25TH STREET, SUITE 300 CITY, STATE, ZIP CODE: AUSTIN, TX 78705 TELEPHONE: FORM AND CONTENT: ALL LETTERS OF INQUIRY SHOULD BE SUBMITTED ELECTRONICALLY THROUGH THE RGK FOUNDATION WEB PAGE AT WWW.RGKFOUNDATION.ORG. SEE ATTACHED LETTER OF INQUIRY - STATEMENT 19 SUBMISSION DEADLINES: NONE RESTRICTIONS ON AWARDS: SEE STATEMENT 20

a^o RGK Foundation 74-6077587 December 31, 2010 Statement 16 A

Tax Basis Tax Basis Gain Column (a) Tax-Book Asset Description GL Acc Sales Price Tax Basis Adjustment oss) 2010 Rev & Exp Difference capital Items from Non-Partnerships: Asia 17,093 (17,093) Basis Calculation: Input Screen Support artis 41005 500,000 290,170 - 209,830 209,830 - Total Sales Price (Ref A) 20,187,772 990PF Part 1: 6b 'ardinal 41100 2,251,927 2,949,475 - (697,548) (697,548) - Add UBIT Gain (Loss) (216,166) )GI Small Cap Growth Fund 41100 381,839 167 ,908 - 213,931 213,928 3 Less Total Book Basis Gain (Loss) (Ref C) 2,291,659 990PF Part 1: 6a =1C Large Cap Value Fund 41100 502,843 372,358 - 130,485 129,498 987 Total Cost Basis of Investments Sold 17,679,946 3lobal Undervalued 41005 711,782 526,080 - 185,701 185,701 - -IBK Offshore N/A 1,627,552 1,627,552 - - - - Total Sales Price (Ref A) 20,187, 772 -larding Loevner Emerging Markets 41100 900,000 835 ,471 - 64,529 64,529 - Add UBIT Gain (Loss) (216,166) Jladison - new partner admissions, not on (-1 WA 460 - - 460 - 460 Less* Total Tax Basis Gain (Loss) (Ref B) 1,840,909 AapleLeaf 41005 90,239 150,000 - (59,761) (59,761) - Total Tax Basis of Investments Sold 18,130,696 ) S S Overseas N/A ------)sterweis 41100 300,000 337,805 - (37,805) (37,805) - IMCO Real Return 41100 580,000 543,109 - 36,891 36,891 - IMCO Total Return 41100 1,314,069 1,108,076 - 205,993 205,993 (0) tosen 41005 1,428,536 1,398,730 - 29,806 29,806 - tussell 2000 Growth (Shares 41100 2,648,503 1,890,038 - 758,465 758,465 - Sowood Alpha Fund 41005 20,197 72,323 - (52,126) (43,733) (8,393) teneca 41005 207,293 255,610 - (48,318) (48,318) - ilverpoint Capital Offshore Fund 41005 27,039 75,826 - (48,787) (48,787) - ;outhem Sun/CMT Small Cap Value Fd 41100 632,991 627,071 - 5,920 5,920 - ;teel Partners Japan 41005 1,239,365 767,860 (166,800) 304,705 304,705 - Vedgewood Mid-Large Cap Growth Fund 41100 2,976,671 2,710,251 - 266,420 266,420 - Vhippoorwill 41100 1,700,000 1,478,172 - 221,828 221,828 - VHV International Growth Dev. Markets Fd 41005 146,467 160,109 - (13,642) (13,642 ) Subtotal 20,187,772 18,343,993 (166,800) 1,676,978 1,7 01,0 14 (24,036) Capital Gain/(Loss) Per K-1 B C UBIT Gain Sect Tax Basis column (a) 2010 Tax -Book Loss b apital Items from Partnerships: EIN STCG (L) LTCG L 1231/ 1250 Sect 1256 Gain (Lo5s) Rev & Exp Difference Investment

urgundy 98-6054306 (8,399) 44,533 - - 36,134 193,308 (157,174) - HB 54-2150693 ------olchester Global Bond Fund 36-7324183 20,636 39,444 - - 60,080 93,483 3,566 - olchester International Bond Fund 27-2936423 12,386 24,583 - - 36,969 ' Combined with Col chestenGlobal - quastone Value Fund II 20-3464567 - (55,822) (184,133) - (239,955) - (239,955) (218,879) .ryphon InternationalFund 98-0432908 5,862 148,744 - (710) 153, 896 202,831 (48,935) - ladison 27-1418562 ------larwit 20-3874820 (35,520) (171,535) - - (207,055) - (207,055) - IS Global Emerging Markets 13-3963403 ------IS REF 13-3979520 - - - - - (256) 256 - ewgate Emerging Markets 65-6335089 40,128 281,437 - - 321,565 3,197 318,368 2,713 orthstar 20-2429097 ------uintana Energy FUND - TE, LP 03-0604624 - (35,796) - - (35,796) - (35,796) - esearch Affiliates Fundamental Index 20-1886896 (2,608) (17,397) 23 - (19,982) - (19,982) - tarwood Energy 20-8316458 - (163) - - (163) - (163) - Iilshire Assoc Priv Markets Fund II 51-0381892 2,143 54,343 56,486 96,330 (39 844) Subtotal 34,628 312,371 (184,110) (710) 162,179 588,893 (426 714) (216 166) b Add: Miscellaneous Gain not Related to Capital Items 1,752 1,752 3tal Net Gain (Loss) for Nil ( Ref B ) 1,840 , 909 2,291,659 (450,750) a

Less UBIT Gain ( Loss) (216,166) Total Gam n ( Loss) Gross of UBI_ 2,057,075' 99OPF Part 1 - IS Column(b)

Total Tax/Book Difference ( 234,584) = a - b RGK Foundation 74-6077587 Statement 17 December 31, 2010 Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title 1736 Family Crisis Center $25,000 11/24/2010 12/15/2010 Support to provide shelter, counseling, and 2116 Arlington Avenue, Suite 200 supportive services for children and youth who Los Angeles, CA 90018 have suffered from abuse and/or neglect

ACTION Council of Monterey $20,000 11/24/2010 12/15/2010 Support for Girls Inc. of the Central Coast County affiliate providing leadership development for 369 Main St. female youth Suite 201 Salinas, CA 93901

ALS Therapy Development $250,000 10/10/2008 2/11/2010 Support for Gene Therapy Validation Program Institute for ALS research 215 First Street Cambridge , MA 02142

AmeriCares Free Clinics $20,000 10/25/2010 11/11/2010 Support to provide Specialty Care to resolve 88 Hamilton Ave. both urgent and chronic health issues of Stamford, CT 06902 low-income, uninsured patients

Ark House Foundation $5,000 10/22/2010 11/11/2010 Board member's discretionary grant to provide P. O. Box 833656 low cost, temporary housing for patients and Richardson, TX 75083-3656 their families while undergoing long-term medical treatment in the Dallas area

Assistance League of Southern $15,000 7/20/2010 8/12/2010 Support for Operation School Bell on Wheels to California outfit impoverished children attending school 1370 North St. Andrews Place within the Los Angeles United School District Hollywood, CA 90028-8592

Austin Children's Museum $100,000 9/17/2010 10/14/2010 Support for Unleash the Potential Capital 201 Colorado Street Campaign Austin, TX 78701

Austin Community Foundation $55,000 10/5/2007 7/29/2010 Support for organizational launch of Con Mi 4315 Guadalupe MADRE as an independent entity to conduct the Suite 300 Hispanic Mother-Daughter Program Austin, TX 78751

Austin Community Foundation $50,000 7/23/2010 9/30/2010 Support for Health Alliance for Austin 4315 Guadalupe Musicians, a collobration that provides medical, Suite 300 dental, mental health and hearing health service Austin, TX 78751 to Austin's low-income, uninsured working musicians

Austin Community Foundation $46,000 8/27/2010 10/7/2010 Support for capacity building and programming 4315 Guadalupe for A Legacy of Giving Suite 300 Austin, TX 78751

Austin YMBL Sunshine Camps $20,000 7/20/2010 8/5/2010 Support for the Sunrise Challenge and P. O. Box 684980 Leadership Programs serving the needs of Austin, TX 78768-4980 at-risk and economically disadvantaged youth in central Texas

ag Qrantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Baylor College of Medicine $20,000 10/15/2010 12/15/2010 Board member's discretionary grant to support One Baylor Plaza, Suite 171 A the Clinical Pharmacology Fellowship Program Houston, TX 77030

Baylor Health Care System $5,000 10/25/2010 12/15/2010 Board member's discretionary grant to support Foundation the Baylor Charles A. Sammons Cancer Center 3600 Gaston Avenue Barnett Tower Suite 100 Dallas, TX 75246-1800

Bienvenidos Children's Center, $20,000 11/10/2010 12/9/2010 Support for Project Escuelita school readiness Inc. program for low-income children ages 0-5 and 316 West 2nd Street their parents Suite 800 Los Angeles, CA 90012

BookSpring $5,000 11/19/2009 5/13/2010 Support for the Neighborhood of Readers 2006 Greenbrook Parkway Program to build early literacy skills amount (location) children from birth to age eight P. O. Box 143147 (mailing) Austin, TX 78714

Breakthrough Austin $75,000 6/6/2008 8/26/2010 Support for the Program Enhancement Project 1605A East 7th Street to build the organization's infrastructure and Austin, TX 78702 strengthen their programs

Buckner Children and Family $26,500 9/20/2010 10/21/2010 Support to provide ongoing services and Services programs to teens living in foster care 600 N. Pearl Street Suite 2260 Dallas, TX 75201

C5 Youth Foundation of Southern $10,000 11/13/2010 12/9/2010 Board member's discretionary grant to support California, Inc. the College Preparatory Program for at-risk 1334 South Central Ave. youth in Los Angeles County Los Angeles, CA 90021-2210

Camp Fire USA Balcones Council $20,000 3/23/2010 4/15/2010 Support for Centennial Alumni Donor Project to 1603 East 38 1/2 Street build capacity by engaging Camp Fire alumni as Austin, TX 78722 new supporters

Candlelight Ranch $12,000 11/5/2010 12/9/2010 Support to conduct an organizational assessment P. O. Box 26367 and develop a strategic plan Austin, TX 78755

CASA of Los Angeles $20,000 10/25/2010 12/9/2010 Board member's discretionary grant to support 201 Centre Plaza Drive capacity building efforts aimed at serving more Suite 3 children in the foster care system Monterey Park, CA 91754-2142

CASA of Williamson County $25,000 11/1/2010 11/25/2010 Support to expand hours of two Volunteer 805 W. University Avenue Coordinators to increase advocacy services for Mailing Address: abused and neglected children P. O. Box 1904 Georgetown, TX 78627

aq Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Center for Child Protection $20,000 10/15/2010 12/9/2010 Board member's discretionary grant to provide 8509 FM 969 Bldg 2 seed funding for a new Program Specialist Austin , TX 78724 position

Center for Child Protection $ 139,233 3/6/2009 7/ 1/2010 Support to expand services and strengthen their 8509 FM 969 Bldg 2 capacity to help child victims of abuse Austin , TX 78724

Child Crisis Center of El Paso $20 ,000 11/1/2010 11 /25/2010 Support to deliver parenting education to at-risk 2100 N . Stevens families and parents in order to prevent child El Paso, TX 79930 abuse and neglect

Children' s Advocacy Center for $20,000 3/15/2010 4/ 15/2010 Support of forensic interviews and case Child Abuse Assessment & management services for child victims of abuse Treatment 363 S . Park Avenue Suite 202 Pomona, CA 91766

Children's Medical Center Dallas $10,000 11 /23/2010 12/9/2010 Board member's discretionary grant to develop a Office of Development Train-the-Trainer model to prevent childhood 2777 Stemmons Freeway obesity as part of the Lifestyle , Exercise, and Suite 700 Nutrition Program Dallas, TX 75207

Children's Medical Center Dallas $75,000 9/ 17/2010 10/7/2010 Support for the renovation and expansion for Office of Development Children's Center for Cancer and Blood 2777 Stemmons Freeway Disorders outpatient clinic Suite 700 Dallas, TX 75207

Children's Medical Center Dallas $10,000 11/23/2010 12/9/2010 Board member' s discretionary grant to support Office of Development the Sports Medicine Concussion Management 2777 Stemmons Freeway Program Suite 700 Dallas , TX 75207

Children's Medical Center $ 10,000 11/23/2010 12/9/2010 Board member's discretionary grant to support Foundation of Central Texas the Palliative Care Program 4900 Mueller Boulevard Austin, TX 78723

Children's Medical Center $10,000 11/23 /2010 12/9/2010 Board member's discretionary grant to support Foundation of Central Texas the production of a Welcome Video for inpatient 4900 Mueller Boulevard families at the hospital Austin , TX 78723

Children's Medical Center $5,000 11/23/2010 12/9/2010 Board member's discretionary grant to support Foundation of Central Texas the Healthy Living, Happy Living childhood 4900 Mueller Boulevard obesity prevention program Austin, TX 78723

Children's Medical Center $ 10,000 11/23/2010 12/9/2010 Board member's discretionary grant to support Foundation of Central Texas the Safe Baby University teen parent injury 4900 Mueller Boulevard prevention program Austin , TX 78723

30 Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Children's Medical Center $10,000 11/23/2010 12/9/2010 Board member's discretionary grant to support Foundation of Central Texas Pediatric Trauma Services 4900 Mueller Boulevard Austin, TX 78723

Children's Medical Center $ 10,000 11 /23/2010 12/9/2010 Board member's discretionary grant to support Foundation of Central Texas the Palliative Care Program 4900 Mueller Boulevard Austin, TX 78723

Children's Medical Center $44,958 6/6/2008 4/22/2010 Support to establish the Central Texas Child Foundation of Central Texas Study Center, a pediatric outpatient mental 4900 Mueller Boulevard health clinic Austin, TX 78723

Children's Medical Center $35,042 6/6/2008 7/29/2010 Support to establish the Central Texas Child Foundation of Central Texas Study Center, a pediatric outpatient mental 4900 Mueller Boulevard health clinic Austin, TX 78723

Comfort for Court Kids, Inc. $10,000 10/22/2010 11/11/2010 Adjunct Board member's discretionary grant to 201 Centre Plaza Drive support the Teddy Bear Program to provide a Suite 3 source of comfort for children during their court Monterey Park, CA 91754 hearings

Common Unity Reaching $10,000 11/29/2010 12/15/2010 Board member's discretionary grant to support Everyone the Homework Club for high-risk children in 14015 Van Ness Avenue grades 3-8 Suite 30 Gardena, CA 90249

Communities In Schools, Central $75,000 3/26/2010 4/22/2010 Support for strategic plan implementation and Texas, Inc. research evaluation of the XY-Zone Program 3000 S. IH 35, Suite 200 Austin, TX 78704

Communities In Schools, Central $10,000 10/19/2010 11/11/2010 Community member' s discretionary grant to Texas, Inc. support the XY-Zone : Male Involvement Project 3000 S. IH 35, Suite 200 Austin, TX 78704

Concordia University Texas $200,000 3/6/2009 4/29/2010 Support for the creation of a four-year 11400 Concordia University Drive Baccalaureate of Science in Nursing Program Austin, TX 78726

Conference of Southwest $3,500 2/5/2010 2/11/2010 Support for programs and general operations Foundations 624 N. Good-Latimer Expressway Suite 100 Dallas, TX 75204

Council on Foundations $17,243 11/18/2009 1/14/2010 Support for programs and general operations 2121 Crystal Drive Suite 700 Arlington, VA 22202-3706

3^ Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Dallas Children's Advocacy Center $5 ,000 10/22/2010 11/25/2010 Board member's discretionary grant for core 3611 Swiss Avenue programs that provide child-sensitive Dallas, TX 75204 investigative, prosecution, and counseling services to child victims of abuse

Dallas Children 's Advocacy Center $73,033 3/15/2010 4/15/2010 Support for a new Multidisciplinary Team 3611 Swiss Avenue Coordinator position to facilitate positive Dallas, TX 75204 partner relationships

Denver Museum of Nature & $20,000 11/1/2010 12/15/2010 Support for teacher development program to Science increase science literacy 2001 Colorado Blvd. Denver, CO 80205-5798

Down Home Ranch $100,000 7/1/2010 10/21/2010 Support for development office and succession 20250 FM 619 planning Elgin, TX 78621

E3 Alliance $75,000 12/8/2010 12/15/2010 Support for Blueprint Constituent Engagement 5930 Middle Fiskville Road Director #507 Austin , TX 78752-4390

Easter Seals Central Texas $ 13,000 7/23/2010 9/30/2010 Support for one-time costs associated with the 1611 Headway Circle Bldg. 2 merger of Easter Seals Central Texas and United Austin , TX 78754 Cerebral Palsy Texas

Education Service Center, Region $125,000 6/4/2010 12/21/2010 Support for Research-validated Approach to XIII Instruction for Secondary Excellence 5701 Springdale Road Austin , TX 78723-3675

English at Work $10,000 2/23/2010 3/25/2010 Support to launch a growth plan that will 3710 Cedar Street provide workplace language classes to tens of Box 18 thousands of English Language Learners across Austin , TX 78705 Texas by 2020

Explore Austin $20,000 8/27/2010 9/16/2010 Capacity building support to conduct a Resource P.O. Box 50470 Development Assessment Austin, TX 78763

Feeding America $20,000 10/22/2010 11/11/2010 Board member's discretionary grant to support 35 E. Wacker Drive the BackPack Program providing food for Suite 2000 low-income children and heir families over the Chicago, IL 60601 weekend First United Methodist Church $10,000 10/25/2010 11/11/2010 Board member's discretionary grant to support 1822 Young Street the Homeless Employment & Life-Skills Second Floor Program (HELP) Dallas, TX 75201

Genesis Women's Shelter $12,000 11/23/2010 12/15/2010 Board member's discretionary grant to support 4411 Lemmon Ave. the Emergency Shelter Program Suite 201 Dallas, TX 75219

3a Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Giants Community Fund $20,000 11/23/2010 12/15/2010 Board member's discretionary grant to support AT&T Park the Junior Giants youth development program 24 Willie Mays Plaza San Francisco, CA 94107

Greenlights for Nonprofit Success $55,000 2/8/2008 3/18/2010 Support to implement three-year strategic plan 7703 N. Lamar Blvd. to expand and improve services that address Suite 400 management needs of Central Texas nonprofits Austin, TX 78752

Hillsides $75,000 9/27/2010 10/21/2010 Support for the Youth Moving On transitional 940 Avenue 64 living program providing housing and program Pasadena, CA 91105-2711 services to emancipating foster youth in the Los Angeles area

Homeward Bound $50,000 8/27/2010 9/23/2010 Support for state licensed childcare program for 2302 W. Colter Street children ages 6 weeks through 5 years of age Phoenix, AZ 85015-2750 that come from an environment of homelessness and domestic abuse

Inner City Education Foundation $100,000 9/5/2008 10/7/2010 Support to implement Advanced Placement 5150 Goldleft Circle Program Suite 401 Los Angeles, CA 90056

Interfaith Education Fund $20,000 11/12/2010 12/9/2010 Board member's discretionary grant to support 1106 Clayton Lane regional seminars to educate community leaders Suite 120W from ten Southwestern states on issues of Austin, TX 78723 concern to their families and communities

John S. Bradfield PTA $20,000 4/22/2010 5/13/2010 Board member's discretionary grant to support 4300 Southern Avenue technology enhancement, salaries for teachers, Dallas, TX 75205 and to purchase classroom materials

Kid Net Foundation $15,000 3/31/2010 4/22/2010 Support for case management services at P. O. Box 140085 Jonathan's Place emergency shelter for abused Dallas, TX 75214 and neglected children

L.A. Family Housing $20,000 11/24/2010 12/15/2010 Support for CAPE Program to keep children and 7843 Lankershim Blvd. parents engaged in their own education, health, North Hollywood, CA 91605 and well-being during periods of crisis and instability

Laying the Foundation $174,500 6/6/2008 10/7/2010 Support for Advanced Placement and 8350 N. Central Expressway Pre-Advanced Placement teacher training Suite 300 program in South Texas, La Feria, and Weslaco Dallas, TX 75206 Independent School Districts

Library Foundation of Los Angeles $90,000 6/4/2010 7/22/2010 Support for "Read to Me L.A." early literacy 630 West Fifth Street initiative across all Los Angeles public library Los Angeles, CA 90071 branches

LifeWorks $100,000 3/25/2010 4/15/2010 Support for program expansion at the East 3700 South 1st Street Austin Youth and Family Resource Center Austin, TX 78704

0 Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Literacy Coalition of Central $15,000 11/24/2010 12/15/2010 Support for Literacy Americorps that will Texas expand the capacity for adult literacy services P. O. Box 41567 Austin, TX 78704-1567

Los Angeles Biomedical Research $100,000 9/5/2008 3/4/2010 Support for ALS research Institute @Harbor-UCLA Medical Center 1124 West Carson St. Bldg. N-14, Box 496 Torrance, CA 90502-2064

Madison Square Boys & Girls $20,000 8/28/2010 9/23/2010 Support for Explorers Academy to help keep Club children ages 6-9 on a positive academic path 350 Fifth Avenue Suite 912 New York, NY 10118

Memorial Hermann Foundation $50,000 7/23/2010 8/26/2010 Support for expansion of the pediatric trauma 929 Gessner intensive care unit Suite 2700 Houston, TX 77024

Mental Health Advocacy Services $10,000 11/23/2010 12/15/2010 Board member's discretionary grant to provide 3255 Wilshire Blvd. free legal serves to children and adults with Suite 902 mental disabilities in Los Angeles County Los Angeles, CA 90010

MIND Research Institute $40,000 4/19/2010 5/20/2010 Support for the Los Angeles Math Initiative to 3631 South Harbor Blvd. elevate math performance in low-performing Suite 200 LAUSD schools Santa Ana, CA 92704

National Center for Family $100,000 3/5/2010 3/25/2010 Support for general operating expenses Philanthropy 1101 Connecticut Ave., NW Suite 220 Washington, DC 20036

National Council on Family $75,000 4/19/2010 5/13/2010 Support to provide training, consultation, and Violence networking for local programs and statewide P.O. Box 161810 efforts to promote domestic violence prevention Austin, TX 78716

Nationwide Children's Hospital $25,000 11/24/2010 12/15/2010 Support for Nurse Family Partnership, a Foundation national home visitation and prevention program 700 Children's Drive that pairs low-income, first-time mothers with Columbus, OH 43205-2264 highly trained nurses to improve outcomes for both the mother and child.

New Leaders for New Schools $75,000 12/17/2010 12/21/2010 Support for Aspiring Principals program 30 W 26th Street 9th Floor New York, NY 10010

9 Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Operation Homefront, Inc. $25,000 11/23/2010 12/15/2010 Support to provide assistance to wounded 8930 Fourwinds Drive warriors and military families nationwide Suite 340 San Antonio, TX 78239

Para Los Nifos $20,000 12/9/2010 12/15/2010 Support for innovative, inquiry-based Science 500 Lucas Ave. Education Program at the K-6 Charter School Los Angeles, CA 90017

Partnerships for Children $10,000 9/27/2010 10/14/2010 Support for the Financial Education & Asset P. O. Box 5602 Development program to educate youth that are Austin, TX 78763 transitioning out of foster care about budgeting, savings, spending, and relevant resources regarding finances

Points of Light Foundation $60,000 12/17/2010 12/21/2010 Support to hire a dedicated Training Manager 600 Means Street Suite 210 Atlanta, GA 30318

Positive Coaching Alliance $56,000 7/23/2010 8/12/2010 Support for the Dallas Double-Goal Coach 5005 LBJ Freeway Project to increase children's enjoyment of and Suite 340 participation of youth sports and improve the Dallas, TX 75244 educational and character-building aspect of youth sports programs

Prader-Willi Syndrome $10,000 10/22/2010 11/11/2010 Board member's discretionary grant to support Association the New Parent Mentoring Program to support 8588 Potter Park Drive parents of newly diagnosed patients Suite 500 Sarasota, FL 34238

Project HOPE $50,000 3/26/2010 4/22/2010 Support to train health care providers and 255 Carter Hall Lane provide direct health care services Millwood, VA 22646

Project SEED, Inc. $25,000 4/5/2010 5/13/2010 Support for supplementary math program 2530 San Pablo Avenue providing early and effective teaching of Suite K advanced mathematics to low-income Berkeley, CA 94702-2013 elementary and middle school students in the California Bay Area

Promise House $51,692 9/27/2010 10/14/2010 Support to expand the Transitional Living 224 West Page Ave. Program that equips homeless teens with the Dallas, TX 75208 skills and education required to become independent, productive adults

Promise House $8,000 10/22/2010 11/11/2010 Board member's discretionary grant to support 224 West Page Ave. the emergency youth shelter Dallas, TX 75208

Puente Learning Center $50,000 11/24/2010 12/15/2010 Support to deliver tuition-free educational 501 South Boyle Avenue programs to children, youth and young adults in Los Angeles, CA 90033-3816 two of Los Angeles' most impoverished communities

3S Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Reach Out and Read Boston $20,000 11/24/2010 12/15/2010 Support to provide specialized books and 56 Roland Street reading programs to children on military bases Suite 100D Boston, MA 02129-1243

SafePlace $80,000 3/6/2009 8/19/2010 Support for a capacity building project to P.O. Box 19454 enhance leadership structure Austin, TX 78760

Santa Monica-Malibu Education $10,000 11/23/2010 12/9/2010 Board member's discretionary grant to make Foundation office improvements and purchase marketing 1649 16th Street materials Santa Monica, CA 90404

Santa Monica-Malibu Unified $107,500 9/17/2009 10/14/2010 Support for multiple initiatives to improve School District teaching and learning by building individual 1651 16th Street campus capacity for Instructional Leadership Santa Monica, CA 90404-3891

School Health Clinics of Santa $15,000 7/20/2010 8/12/2010 Support to provide primary medical care to Clara County low-income children at five full-service, 5671 Santa Teresa Blvd. school-based health care clinics Suite 105 San Jose, CA 95123

Search Institute $25,000 10/29/2010 11/25/2010 Support for the 2011 Big Tent Conference The Banks Building Linking Schools, Youth, Families, and 615 First Avenue N.E. Communities Suite 125 Minneapolis, MN 55413 Sheltering Wings Center for $15,000 4/19/2010 5/27/2010 Support for the Children's Therapist position to Women increase therapy and counseling services P. O. Box 92 Danville, IN 46122

South Bay Community Services $30,000 7/20/2010 8/12/2010 Support for "Mi Escuelita" preschool program 1124 Bay Blvd. for children who have been exposed to domestic Suite D violence Chula Vista, CA 91911

Southwest Autism Research & $20,000 3/29/2010 4/22/2010 Support for Community School providing Resource Center individualized research-based early intervention 300 N. 18th Street services to children in an inclusive environment Phoenix, AZ 85006

St. Andrew's Episcopal School $50,000 7/19/2010 8/12/2010 Support for an Academic Learning Specialist 1112 West 31st Street Austin, TX 78705

St. Francis Medical Center $25,000 3/19/2010 4/15/2010 Support for the Healthy Communities Initiative Foundation providing health services and education to 3630 East Imperial Highway families in their communities through a fully Lynwood, CA 90262 equipped mobile health unit

Synergy Services $15,000 7/20/2010 8/19/2010 Support for comprehensive violence prevention 400 East 6th Street education programs Parkville, MO 64152

OY(O Qrantee Name Approval Payment Grantee Address Amount Date Date Request Project Title Texas Nonprofit Management $21,750 4/5/2010 5/13/2010 Support to offer the Standards for Excellence Assistance Network, Inc. professional development program to nonprofits 11118 Wurzbach in four rural and underserved Texas Suite 303 communities San Antonio, TX 78230

Texas RioGrande Legal Aid $25,000 11/24/2010 12/15/2010 Support for Legal Alliance for Survivors of 300 South Texas Blvd. Abuse Project which links attorneys providing Weslaco, TX 78596 free civil legal aid directly to victims of violence

Texas Tech University Health $131,666 3/6/2009 8/12/2010 Support to implement mobile simulation nursing Sciences Center School of Nursing education program in rural regions of Texas Anita T. Perry School of Nursing 3601 4th St. Stop 6264 Lubbock, TX 79430

Texas Woman's University $75,000 8/21/2008 1/14/2010 Support to equip nursing lab for the Institute of Office of the Chancellor & Health Sciences-Dallas Center President P.O. Box 425587 Denton, TX 76204-5587

The Alliance for Children's Rights $50,000 9/27/2010 10/21/2010 Support for NextSTEP Program to help youth 3333 Wilshire Blvd. transition out of the foster care system Suite 550 Los Angeles, CA 90010-4123

The Austin Symphony Orchestra $25,000 2/10/2010 3/25/2010 Support for 2010 Young People's Concert 1101 Red River Series Austin, TX 78701

The Giving Spirit $10,000 10/15/2010 11/25/2010 Board Member's discretionary grant to provide 11908 Montana Ave. #205 survival kits to homeless populations Los Angeles, CA 90049

The Institute on Domestic $60,000 6/4/2010 8/19/2010 Support to advance knowledge on domestic Violence and Sexual Assault at violence and sexual assault through research, U.T. Austin training, and outreach University of Texas 1 University Station, D 3500 Austin, TX 78712

The Pew Charitable Trusts $60,000 6/4/2010 7/29/2010 Support to strengthen and expand efforts to 901 E Street, NW, 10th Floor secure high quality, voluntary pre-k for all 3-4 Washington, DC 20004 year old children in Texas

The Texas Lyceum $20,000 8/5/2010 9/1/2010 Board member's discretionary grant to conduct 7131 Lavendale Avenue the Great Debates Series focusing on the Dallas, TX 75230 geographic, cultural, and economic diversity of the state of Texas

The Texas Tribune $50,000 8/27/2010 9/16/2010 Support for comprehensive reporting on 823 Congress Ave. important issues related to education and health Ste 210 care in Texas Austin , TX 78701

3^ Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title The University of California, Los $104,467 9/5/2008 3/4/2010 Support for ALS research Angeles Office of Contract & Grant Administration 11000 Kinross, Suite 102 Los Angeles, CA 90025-1406

The University of Texas at Austin $30,000 3/19/2010 4/22/2010 Support to expand the Parents as Tutors Project Charles A. Dana Center within the ACE (A Community for Education) Office of Sponsored Projects program providing early literacy intervention to P. 0 Box 7726 low-income preschool and elementary school Austin, TX 78713-7726 students and their parents

The University of Texas at Austin $10,000 10/13/2010 12/15/2010 Board member's discretionary grant to support Charles A. Dana Center the ACE (A Community for Education) program Office of Sponsored Projects providing early literacy intervention to P. 0 Box 7726 low-income preschool and elementary school Austin, TX 78713-7726 students and their parents

The University of Texas Health $8,375 6/9/2010 6/9/2010 Support for Parent Involvement in Children's Science Center at Houston Obesity Prevention research, project, specifially Office of Sponsored Projects supporting a graduate assistant position 7000 Fannin USC 1006 Houston, TX 77030

The University of Texas M.D. $350,000 10/1/2010 12/21/2010 Support for Making Cancer History: The Anderson Cancer Center Campaign to Transform Cancer Care P. O. Box 301439 Unit 705 Houston, TX 77230-1439

The Women's Museum: An $100,000 12/22/2009 2/4/2010 Support for the 2010 Leadership America Institute for the Future program 3800 Parry Avenue Dallas, TX 75226

The Women's Museum: An $50,000 9/21/2010 9/23/2010 Support for general operating costs Institute for the Future 3800 Parry Avenue Dallas, TX 75226

University of Texas at Austin-Dell $500,000 3/2/2007 1/14/2010 Support for capital campaign for the Dell Pediatric Research Institute Pediatric Research Institute President's Office P.O.BoxT Austin, TX 78713

Venice Family Clinic $125,000 6/4/2010 12/15/2010 Support to establish an Oral Health Care Home 604 Rose Avenue at Venice Family Clinic Venice, CA 90291

Women's Protective Services of $15,000 2/1/2010 2/25/2010 Support for the EMPLOY Program providing Lubbock job readiness and placement assistance to P. O. Box 54089 victims of domestic violence Lubbock, TX 79453

38 Grantee Name Approval Payment Grantee Address Amount Date Date Request Project Title YWCA Santa Monica/Westside $36,808 9/27/2010 10/21/2010 Support to provide young women in foster care 2019 Fourteenth Street with a program that prepares them for a Santa Monica, CA 90405 successful transition to adulthood and independence

Grand Totals (123 items ) $5,968,267

3M1 RGK Foundation 74-6077587 Statement 18 December 31 , 2010 Approval Schedule Grantee Name Amount Date Date Request Project Title Austin Children' s Museum $200 ,000 9/17/2010 1/12/2012 Support for Unleash the Potential Capital 201 Colorado Street Campaign Austin, TX 78701

Austin Children's Museum $200,000 9/17/2010 1/20/2011 Support for Unleash the Potential Capital 201 Colorado Street Campaign Austin, TX 78701

Children's Medical Center Dallas $75,000 9/17/2010 10/13/2011 Support for the renovation and expansion Office of Development for Children's Center for Cancer and Blood 2777 Stemmons Freeway Disorders outpatient clinic Suite 700 Dallas, TX 75207

Education Service Center, Region $125,000 6/4/2010 7/15/2013 Support for Research-validated Approach to XIII Instruction for Secondary Excellence 5701 Springdale Road Austin, TX 78723-3675

Education Service Center, Region $125,000 6/4/2010 9/15/2011 Support for Research-validated Approach to XIII Instruction for Secondary Excellence 5701 Springdale Road Austin, TX 78723-3675

Education Service Center, Region $125,000 6/4/2010 7/15/2012 Support for Research-validated Approach to XIII Instruction for Secondary Excellence 5701 Springdale Road Austin, TX 78723-3675

Library Foundation of Los Angeles $60,000 6/4/2010 9/15/2011 Support for "Read to Me L.A." early 630 West Fifth Street literacy initiative across all Los Angeles Los Angeles, CA 90071 public library branches

The Institute on Domestic $60,000 6/4/2010 9/3/2012 Support to advance knowledge on domestic Violence and Sexual Assault at violence and sexual assault through U.T. Austin research, training, and outreach University of Texas 1 University Station, D 3500 Austin, TX 78712

The Institute on Domestic $60,000 6/4/2010 10/27/2011 Support to advance knowledge on domestic Violence and Sexual Assault at violence and sexual assault through U.T. Austin research, training, and outreach University of Texas 1 University Station, D 3500 Austin, TX 78712

The Pew Charitable Trusts $60,000 6/4/2010 9/15/2011 Support to strengthen and expand efforts to 901 E Street, NW, 10th Floor secure high quality, voluntary pre-k for all Washington, DC 20004 3-4 year old children in Texas

0o Approval Schedule Grantee Name Amount Date Date Request Project Title The University of Texas M.D. $537,500 10/1/2010 12/6/2012 Support for Making Cancer History: The Anderson Cancer Center Campaign to Transform Cancer Care P. O. Box 301439 Unit 705 Houston, TX 77230-1439

The University of Texas M.D. $537,500 10/1/2010 1/27/2011 Support for Making Cancer History: The Anderson Cancer Center Campaign to Transform Cancer Care P. O. Box 301439 Unit 705 Houston , TX 77230-1439

The University of Texas M.D $537,500 10/1/2010 12/4/2014 Support for Making Cancer History: The Anderson Cancer Center Campaign to Transform Cancer Care P. O. Box 301439 Unit 705 Houston, TX 77230-1439

The University of Texas M.D. $537,500 10/1/2010 12/5/2013 Support for Making Cancer History: The Anderson Cancer Center Campaign to Transform Cancer Care P. O. Box 301439 Unit 705 Houston, TX 77230-1439

Venice Family Clinic $125,000 6/4/2010 7/7/2011 Support to establish an Oral Health Care 604 Rose Avenue Home at Venice Family Clinic Venice, CA 90291

Women's Protective Services of $ 10,000 2/1/2010 1/13 /2011 Support for the EMPLOY Program Lubbock providing job readiness and placement P. O. Box 54089 assistance to victims of domestic violence Lubbock, TX 79453

Grand Totals (16 items) $3,375,000

0 RGK Foundation 74-6077587 Letter of Inquiry Application Statement 19 December 31, 2010

U RG K F(_ 1)N L)ATION

Letter of Inquiry ( LOX)

All questions must be answered in order to submit the LOI. We recommend you copy the form and work on it offiine, then paste your responses Into the spaces below when ready. This website will not allow you to save your work and come back to it. Once you have completed the form, you will have the opportunity to review your answers and print a copy for your files before submitting the finalized LOI to RGK Foundation.

O Please check here If your organization has previously received funding from RGK Foundation.

Organization Name Mailing Address

City State Please select one • Zip Code

Contact Contact, Name Title Phone Fax Number Number E-Mail Reenter Address E-Mail Address Web site address

Organization's mission :

Year established Briefly state the organization's : history: (Maximum characters: 500)

0/500 ^^_ Briefly describe the ; ^^ -----~ - --_ organization's current ; programs and activities (Maximum characters: 1,500) .

0/1500

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Current annual operating i budget

Project title

Brief project description that includes at least 3 specific measurable goals the project hopes to achieve (Maximum characters: 2,500)

0/2500 When was project established? 0/50 (Maximum characters: 50)

Please indicate choice that best Please make a choice describes how funds will be used:

Total project budget

Amount requested

Percentage of total project budget requested from RGK How will funds be allocated in the project budget? (Maximum characters: 250)

0/250 Amount of funding committed to date

Date Project begins November 3 - Date Project November 3 2011 - ends 2011

Geographic region project will serve

Target population project will serve

Type of Support Requested Please select one. Please select the program area that Please select one best fits your project

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Preview L0I

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M RGK FOUNDATION

Please answer the following questions to determine eligibility.

Are you seeking funding on behalf of an agency located outside the U.S.?

C"_) Yes C) No

Are you applying on behalf of a nonprofit organization certified as tax exempt under Sections 501(c)(3) or 170(c) of the Internal Revenue Code?

C) Yes [i No

Submit I

httn://www.rgkfoundation.org/loi 11 /3/2011 RGK Foundation 74-6077587 Grant Program Statement 20 December 31, 2010

K IiOUNDSI-ION • Grant Program • How to Apply HISTORY 0 • Eligibility • Limitations • Deadlines TRUSTEES & STAFF • Grant Committee Dates o Frequently Asked Questions • Report Forms GRANTS 0

LINKS 0 Grant Program

FINANCIAL o RGK Foundation awards grants in the broad areas of Education, Community, and Health / Medicine.

HOW TO APPLY 0 The Foundation's primary Interests within Education include programs that focus on formal K-12 education (particularly mathematics, science and reading), teacher CONTACT LIS ® development, literacy, and higher education.

Within Community, the Foundation supports a broad SPECIAL PROJECTS ® range of human services, community improvement, abuse prevention, and youth development programs. Human service programs of particular interest to the Foundation include children and family services, early childhood development, and parenting education. The Foundation supports a variety of Community Improvement programs Including those that enhance non-profit management and promote philanthropy and voluntarlsm . Youth development programs supported by the Foundation typically include after-school educational enrichment programs that supplement and enhance formal education systems to increase the chances for successful outcomes in school and life. The Foundation is also interested in programs that attract female and minority students into the fields of mathematics, science, and technology.

The Foundation's current interests in the area of Health /Medicine include programs that promote the health and well-being of children, programs that promote access to health services, and Foundation-initiated programs focusing on ALS.

Although there are no geographic restrictions to the Foundation's grantmaking program, the Foundation no longer accepts unsolicited requests for international agencies or programs. While the Foundation occasionally awards grants for operating expenses, capital campaigns, endowments, and international projects, such grants are

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infrequent and usually initiated by the Foundation. Multiyear grants are rare; most grants are awarded for a one-year period. Click here to view listing of recent grants awarded by the Foundation .

How to Apply

RGK Foundation no longer accepts unsolicited grant proposals. All applicants must complete an electronic Letter of Inquiry from the Web site as the first step. RGK Foundation will entertain one electronic Letter of Inquiry (LOI) per organization in a twelve-month period. Organizations that submit unsolicited proposals will receive notification directing them to submit an electronic Letter of Inquiry via the Web site. After reading the remaining application guidelines, you may click on the link at the bottom of the page to begin.

Eligibility

Grants are made only to nonprofit organizations certified as tax exempt under Sections 501 (c)(3) or 170(c) of the Internal Revenue Code and are classified as "not a private foundation " under Section 509(a ). Hospitals, educational institutions, and governmental institutions meeting these requirements are eligible to apply. Organizations that have completed and filed Form 1023 but not yet received an IRS determination letter are not eligible to apply. The Foundation does not make grants or loans to individuals.

Limitations

As a general practice, RGK Foundation refrains from funding:

• Annual funds, galas, or other special-event fundraising activities • Capital campaigns/renovation projects • Debt reduction • Emergency or disaster relief efforts • Dissertations or student research projects • Indirect/administrative costs • Sectarian religious activities, political lobbying, or legislative activities • Institutions that discriminate on the basis of race, creed, gender, or sexual orientation in policy or in

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practice • Loans, scholarships, fellowships, or grants to individuals • Unsolicited requests for international organizations or programs • Unsolicited requests for ALS research projects

Deadlines

There is no deadline for submitting an electronic Letter of Inquiry. Foundation staff reviews electronic Letters of Inquiry on an ongoing basis and typically responds within two days, although we ask that you allow up to two weeks for a response. The Foundation will send an e-mail message either declining your request or inviting you to submit a formal application packet for further consideration . If you are invited to submit an application packet, your message will include detailed instructions on how to apply. Please allow up to four months for proposals to be reviewed by staff. In some cases, a phone conference or site visit may be scheduled as part of the review process. The Grants Committee typically meets four times each year to consider requests over $ 100,000 that have been recommended by staff for review. You will be notified if your proposal will be considered at one of the Grants Committee meetings or will take longer than four months to review.

Grants Committee Meeting Dates for 2011

March 4, 2011 June 10, 2011 September 16, 2011 December 2, 2011

Frequently Asked Questions

Below is a list of questions that we are frequently asked about our funding guidelines. Should you have any further questions, or need assistance, please contact us at the phone number and address listed at the foot of the page.

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1. Q: How do I apply for a grant? A: Applicants must complete and submit an electronic Letter of Inquiry from our Web site as a first step. You will be notified by e-mail within two weeks if the Foundation is willing to consider a formal proposal, and if so, given detailed instructions on the formal application process.

2. Q: When I submit my electronic Letter of Inquiry, should I send a hard copy as well? A: No, please do not send a hard copy by mail or fax.

3. Q: Who is eligible to apply for a grant? A: Grants are made only to nonprofit organizations certified as tax exempt under Sections 501(c)(3) or 170(c) of the Internal Revenue Code and are classified as not a private foundation under Section 509(a). Hospitals, educational institutions, and governmental institutions meeting these requirements are eligible to apply. Organizations that have completed and filed Form 1023 but not yet received a determination letter from the IRS are not eligible to apply.

4. Q: Does the Foundation have an application deadline? A: No, RGK Foundation accepts and reviews electronic Letters of Inquiry throughout the year. Applicants should not submit a formal application unless the Foundation has reviewed your Letter of Inquiry and requested that you submit one.

5. Q: What size grant should we request? A: Please refer to the list of Grants Awarded on our Web site as a reference. The average Foundation grant is $25,000.

6. Q: Do you fund newly established nonprofits? A: Yes, we will consider Letter of Inquiry Forms from start-up nonprofits that are certified as tax exempt under Section 501(c)(3) of the Internal Revenue Code.

7. Q: Do you have any geographic restrictions? A: While RGK Foundation has no geographic restrictions, funding projects outside the U.S. is extremely rare.

8. Q: Do you provide general operating grants?

A: While the Foundation occasionally awards grants for general operating expenses, such grants are infrequent and usually initiated by the Foundation. The Foundation prefers to provide programmatic support

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(including program salaries) for nonprofits.

9. Q: When will I get a response to my electronic Letter of Inquiry? A: Foundation staff reviews Letters of Inquiry on a daily basis and typically responds within two days, although we ask that you allow up to two weeks for a response. You will receive an e-mail response either declining your request or inviting you to submit a formal application.

10. Q: If our request was declined, when may we reapply? A: Organizations may submit one electronic Letter of Inquiry within a twelve-month period.

11: Q: If my electronic Letter of Inquiry has been accepted, what happens next? A: When you receive an e-mail message indicating the Foundation is willing to consider a formal proposal on the basis of your Letter of Inquiry, you will be given detailed instructions on how to submit a formal application. Upon receipt of your formal application materials, please allow four months for the review process.

12. Q: How many copies of a proposal are required? A: If you are invited to submit a formal application, please submit only one signed copy. It should not be bound or expensively packaged.

13. Q: Are other sources of funding required? A: While a variety of funding sources is not essential, it is viewed by the Foundation as an indication of broad interest in the proposed program. Typically, the RGK Foundation is not the sole supporter for programs.

14. Q: What projects are not eligible?

A: In general, RGK Foundation does not fund:

• Annual funds, galas, or other special-event fundraising activities • Capital campaigns/renovation projects • Debt reduction • Emergency or disaster relief efforts • Dissertation or student research • Indirect/administrative costs • Sectarian religious activities, political lobbying, or legislative activities • Institutions that discriminate on the basis of race, creed, gender, or sexual orientation in

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policy or in practice Loans, scholarships, fellowships, or grants to individuals Unsolicited requests for international organizations or programs Unsolicited requests for ALS research projects

15. Q: Will the Foundation make multiyear awards? A: Multiyear grants are rare; most grants are awarded for a one-year period.

16. Q: How do you handle requests from universities or school districts? A: RGK Foundation requires that all requests from universities be submitted through the university's Office of Sponsored Projects or Foundation Relations Office. RGK does not entertain individual classroom requests from schools, and any request must be submitted through the Principal or Superintendent's office.

17. Q: Will the Foundation staff conduct site visits? A: Because RGK Foundation's funding is national in scope, it is not feasible to conduct site visits as a matter of routine. When site visits are not feasible, the Foundation may set up a conference call to gain a better understanding of the project or program.

18. Q: Could I set up an appointment to discuss my project idea? A: RGK Foundation requires that you submit an electronic Letter of Inquiry as the first step to help us determine whether or not an appointment may be necessary. Due to limited staff resources and the large volume of requests we receive, RGK does not conduct pre-proposal meetings.

19. Q: How can I check on the status of my request? A: You may check the status of your request through the CONTACT US portion of our Web site.

20. Q: If my electronic Letter of Inquiry or formal application is declined, will you explain why it was rejected or critique the proposal?

A: Due to the large volume of grant inquiries and our small staff, it is not feasible for the Foundation staff to discuss with applicants the reasons for declining a request or to provide individual critiques of proposals we decline. Because the Foundation has limited financial resources, we are able to fund only a small percentage of qualified applicants. This means that

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many excellent projects, even ones that fall within our areas of interest, may not be funded. Please understand that a rejection of your Letter of Inquiry or proposal does not mean that the project lacks merit.

21. Q: If my electronic Letter of Inquiry is accepted, does that mean our organization is likely to be funded? A: No, if you are invited to submit a formal application on the basis of the Letter of Inquiry, that doesn't mean the request has been approved. It means the Foundation is willing to give the proposed program further consideration.

22. Q: Who reviews the electronic Letters of Inquiry and formal proposals? A: Electronic Letters of Inquiry and formal proposals are reviewed by RGK Foundation staff.

Click Here to begin and submit an electronic Letter of In ui

RGK Foundation - 1301 West 25th Street - Suite 300 - Austin, Tx 78705-4236 (512) 474-9298 Phone (512) 474-7281 Fax

http://www. rgkfoundation .orp/public/guidelines 11/3/2011 ('