Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
WINDSONG TRUST
 

Number and street (or P.O. box number if mail is not delivered to street address)838 MANHATTAN BEACH BLVD   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MANHATTAN BEACH, CA902664933
A Employer identification number

56-2461733
B Telephone number (see instructions)

(310) 747-4600
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$519,447,440J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 9,390,757 9,390,757  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 5,655,681
b Gross sales price for all assets on line 6a 143,207,255
7 Capital gain net income (from Part IV, line 2)... 5,655,681
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 15,046,438 15,046,438  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 1,049,470 52,474   996,996
14 Other employee salaries and wages...... 72,308 14,462   57,846
15 Pension plans, employee benefits....... 114,132 7,526   106,606
16a Legal fees (attach schedule)......... Click to see attachment 198,879 0   198,879
b Accounting fees (attach schedule)....... Click to see attachment 42,000 8,400   33,600
c Other professional fees (attach schedule).... Click to see attachment 2,285,840 2,281,837   4,003
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 198,844 63,131   51,106
19 Depreciation (attach schedule) and depletion... Click to see attachment 24,148 0  
20 Occupancy.............. 21,600 1,080   20,520
21 Travel, conferences, and meetings....... 5,131 256   4,875
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 116,568 7,979   108,589
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 4,128,920 2,437,145   1,583,020
25 Contributions, gifts, grants paid........ 23,535,023 23,535,023
26 Total expenses and disbursements. Add lines 24 and 25 27,663,943 2,437,145   25,118,043
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -12,617,505
b Net investment income (if negative, enter -0-) 12,609,293
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 1,665,613 4,715,818 4,715,818
2 Savings and temporary cash investments.......... 1,079,525    
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet   3,700,000 0 0
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........ 23,645,335 Click to see attachment13,573,690 13,586,823
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 429,449,479 Click to see attachment428,884,569 499,577,155
14 Land, buildings, and equipment: basis bullet1,669,729
Less: accumulated depreciation (attach schedule) bullet115,965 1,577,912 Click to see attachment1,553,764 1,567,644
15 Other assets (describe bullet) Click to see attachment38,605 Click to see attachment0 Click to see attachment0
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 461,156,469 448,727,841 519,447,440
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment369,126 Click to see attachment562,049
23 Total liabilities (add lines 17 through 22).......... 369,126 562,049
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 460,787,343 448,165,792
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 460,787,343 448,165,792
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 461,156,469 448,727,841
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 460,787,343
2 Enter amount from Part I, line 27a..................... 2 -12,617,505
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 448,169,838
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 4,046
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 448,165,792
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a UBS FINANCIAL SERVICES #4800 LT P    
b UBS FINANCIAL SERVICES #4800 LT P    
c UBS FINANCIAL SERVICES #4800 ST P    
d UBS FINANCIAL SERVICES #5584 LT P    
e UBS FINANCIAL SERVICES #5584 LT P    
UBS FINANCIAL SERVICES #5584 ST P    
UBS FINANCIAL SERVICES #5585 LT P    
UBS FINANCIAL SERVICES #5585 LT P    
UBS FINANCIAL SERVICES #5585 ST P    
UBS FINANCIAL SERVICES #5586 LT P    
UBS FINANCIAL SERVICES #5586 LT P    
UBS FINANCIAL SERVICES #5586 LT P    
UBS FINANCIAL SERVICES #5586 ST P    
UBS FINANCIAL SERVICES #5586 ST P    
UBS FINANCIAL SERVICES #5587 LT P    
UBS FINANCIAL SERVICES #5587 LT P    
UBS FINANCIAL SERVICES #5587 ST P    
UBS FINANCIAL SERVICES #5589 LT P    
UBS FINANCIAL SERVICES #5589 LT P    
UBS FINANCIAL SERVICES #5589 ST P    
UBS FINANCIAL SERVICES #5591 LT P    
UBS FINANCIAL SERVICES #5591 LT P    
UBS FINANCIAL SERVICES #5591 ST P    
UBS FINANCIAL SERVICES #5592 LT P    
UBS FINANCIAL SERVICES #5592 LT P    
UBS FINANCIAL SERVICES #5592 ST P    
UBS FINANCIAL SERVICES #5593 LT P    
UBS FINANCIAL SERVICES #5593 LT P    
UBS FINANCIAL SERVICES #5593 ST P    
UBS FINANCIAL SERVICES #5594 LT P    
UBS FINANCIAL SERVICES #5594 ST P    
UBS FINANCIAL SERVICES #5602 LT P    
UBS FINANCIAL SERVICES #5602 LT P    
UBS FINANCIAL SERVICES #5602 ST P    
UBS FINANCIAL SERVICES #5602 ST P    
UBS FINANCIAL SERVICES #5610 LT P    
UBS FINANCIAL SERVICES #5610 LT P    
UBS FINANCIAL SERVICES #5610 ST P    
UBS FINANCIAL SERVICES #5611 LT P    
UBS FINANCIAL SERVICES #5616 ST P    
UBS FINANCIAL SERVICES #5616 ST P    
UBS FINANCIAL SERVICES #7308 LT P    
UBS FINANCIAL SERVICES #7308 ST P    
UBS FINANCIAL SERVICES #7308 ST P    
UBS FINANCIAL SERVICES #8245 LT P    
UBS FINANCIAL SERVICES #8245 ST P    
UBS FINANCIAL SERVICES #8921 LT P    
UBS FINANCIAL SERVICES #8921 ST P    
UBS FINANCIAL SERVICES #3000 P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 4,940,654   4,940,654 0
b 20,411,559   20,786,872 -375,313
c 64,356,151   64,379,256 -23,105
d 193,485   140,451 53,034
e 3,329,472   2,496,213 833,259
4,705,702   4,836,084 -130,382
425,868   252,111 173,757
815,231   670,322 144,909
516,929   550,928 -33,999
526,611   414,884 111,727
518,218   454,913 63,305
211   211 0
11,257   14,313 -3,056
842,395   829,245 13,150
793,980   543,544 250,436
119,289   82,000 37,289
2,352,429   2,230,388 122,041
408,612   346,625 61,987
50,979   32,820 18,159
270,705   255,339 15,366
717,516   470,847 246,669
568,123   419,065 149,058
1,578,778   1,416,897 161,881
470,332   299,121 171,211
128,461   93,889 34,572
816,440   851,662 -35,222
2,679,535   2,051,841 627,694
1,429,992   987,239 442,753
4,312,714   4,038,331 274,383
3,093,657   2,493,447 600,210
969,634   727,636 241,998
22,495   22,957 -462
189,664   168,346 21,318
1,893   1,882 11
1,679,250   1,786,000 -106,750
1,611,079   1,320,531 290,548
306,387   236,673 69,714
1,336,592   1,309,784 26,808
2,021,914   2,016,734 5,180
2,525,005   2,379,468 145,537
187,151   184,000 3,151
3,128,228   3,211,423 -83,195
18,364   23,283 -4,919
985,124   1,144,244 -159,120
754,073   526,936 227,137
2,139,714   2,042,352 97,362
1,834,700   1,618,532 216,168
1,532,621   1,451,281 81,340
578,082     578,082
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       0
b       -375,313
c       -23,105
d       53,034
e       833,259
      -130,382
      173,757
      144,909
      -33,999
      111,727
      63,305
      0
      -3,056
      13,150
      250,436
      37,289
      122,041
      61,987
      18,159
      15,366
      246,669
      149,058
      161,881
      171,211
      34,572
      -35,222
      627,694
      442,753
      274,383
      600,210
      241,998
      -462
      21,318
      11
      -106,750
      290,548
      69,714
      26,808
      5,180
      145,537
      3,151
      -83,195
      -4,919
      -159,120
      227,137
      97,362
      216,168
      81,340
      578,082
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 5,655,681
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 25,079,525 502,036,508 0.049956
2011 21,476,116 502,661,283 0.042725
2010 4,065,176 496,928,638 0.008181
2009 1,863,447 22,305,359 0.083543
2008 0 0 0.000000
2 Total of line 1, column (d) ...................... 2 0.184405
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 0.036881
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 508,414,745
5 Multiply line 4 by line 3....................... 5 18,750,844
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 126,093
7 Add lines 5 and 6......................... 7 18,876,937
8 Enter qualifying distributions from Part XII, line 4.............. 8 25,118,043
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 126,093
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 126,093
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- ..... 5 126,093
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 47,880
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 120,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 167,880
8 Enter any penalty for underpayment of estimated tax. 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.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 41,787
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet41,787 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA, NV
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletGIGI OSCO-BINGEMANN CO-TRUSTEE Telephone no.bullet (310) 747-4600
    Located atbullet838 MANHATTAN BEACH BLVDMANHATTAN BEACHCA ZIP+4bullet902664933
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bullet  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    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))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    GIGI OSCO-BINGEMANN CO-TRUSTEE
    40.00     		524,735 51,000 0
    838 MANHATTAN BEACH BLVD
    MANHATTAN BEACH,CA90266
    VADIM FRIDMAN CO-TRUSTEE
    40.00     		524,735 51,000 0
    11616 VILLA MALAPARTE AVE
    LAS VEGAS,NV89138
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    BONNIE M MYERS EXECUTIVE ASSISTANT
    40.00     		72,308 12,132 0
    838 MANHATTAN BEACH BLVD
    MANHATTAN BEACH,CA90266
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    ROVENGER LAW GROUP LLP LEGAL SERVICES 198,879
    11111 SANTA MONICA BLVD SUITE 500
    LOS ANGELES,CA90025
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    25,420,737
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    126,093
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    126,093
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    25,294,644
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    25,294,644
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    25,294,644
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    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 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    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
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 25,294,644
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 23,488,195
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 25,118,043
    a Applied to 2012, but not more than line 2a 23,488,195
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 1,629,848
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		23,664,796
    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
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ACCEPT THE CHALLENGE
    7104 N 15TH PLACE
    PHOENIX,AZ85020     		  PC IN SCHOOL PHYSICAL EDUCATION & NUTRITION PROGRAM - OPERATION TONE UP 180,000
    ADELSON EDUCATION INSTITUTE
    9700 W HILLPOINTE RD
    PHOENIX,AZ85020     		  PC HIGH SCHOOL TUITION ASSISTANCE PROGRAM 70,000
    AFTER-SCHOOL ALL-STARS LAS VEGAS
    3720 HOWARD HUGHES PKWY SUITE 240
    LAS VEGAS,NV89169     		  PC AFTER SCHOOL EDUCATIONAL PROGRAMS AND CAMP US SCHOLARSHIPS FOR K-12 SCHOOLS 350,100
    ALEXANDER DAWSON SCHOOL
    10845 W DESERT INN RD
    LAS VEGAS,NV89135     		  PC K-8 SCHOOL TUITION ASSISTANCE PROGRAM 50,000
    AMERICAN COMMITTEE FOR THE WEIZMANN INSTITUTE
    633 THIRD AVE 20TH FLOOR
    NEW YORK,NY10017     		  PC CENTER FOR SCIENCE EDUCATION STUDIES 510,000
    AQUARIUM OF THE PACIFIC
    320 GOLDEN SHORE SUITE 150
    LONG BEACH,CA90802     		  PC OCEAN EDUCATION AND SCHOLARSHIP PROGRAM 150,000
    BIG BROTHERS BIG SISTERS OF GREATER LA
    800 SOUTH FIGUEROA STREET SUITE 620
    LOS ANGELES,CA90017     		  PC COMMUNITY-BASED EDUCATION AND MENTORING PROGRAM 200,000
    BOYS & GIRLS CLUB OF LV
    2850 LINDELL ROAD
    LAS VEGAS,NV89146     		  PC EDUCATIONAL SUPPORT PROGRAM - CAREER LAUNCH 58,000
    BOYS & GIRLS CLUBS OF LA HARBOR
    1200 S CABRILLO AVE
    SAN PEDRO,CA90731     		  PC EDUCATIONAL SUPPORT FOR COLLEGE BOUND AND ARTS ACADEMY PROGRAMS 500,000
    BOYS TOWN NEVADA
    821 MOJAVE ROAD
    LAS VEGAS,NV89101     		  PC EDUCATIONAL PROGRAM SUPPORT 98,000
    C5 YOUTH FOUNDATION OF SOUTHERN CALIFORNIA
    1334 SOUTH CENTRAL AVE
    LOS ANGELES,CA90021     		  PC EDUCATIONAL PROGRAM SUPPORT 125,000
    CANDLELIGHTERS CHILDHOOD CANCER FOUNDATIION
    8990 SPANISH RIDGE AVE
    LAS VEGAS,NV89148     		  PC EDUCATIONAL PROGRAM SUPPORT 50,000
    CARDIOVASCULAR DISEASE FOUNDATION
    3088 PIO PICO DRIVE SUITE 202
    CARLSBAD,CA92008     		  PC EDUCATIONAL SUPPORT FOR CHILD HEALTH/NUTRITION PROGRAM - HEALTHY HABITS, HEALTHY KIDS 25,000
    CHARTER SCHOOL GROWTH FUND
    350 INTERLOCKEN BLVD SUITE 390
    BROOMFIELD,CO80021     		  POF SUPPORT FOR K-12 CHARTER SCHOOLS 500,000
    CHILD DEVELOPMENT INSTITUE
    6340 VARIEL AVE
    WOODLAND HILLS,CA91367     		  PC EARLY CHILDHOOD LEARNING CENTER PROGRAM SUPPORT 200,000
    CHILDREN TODAY
    1900 EAST SOUTH STREET
    LONG BEACH,CA90805     		  PC PRE-SCHOOL EDUCATIONAL PROGRAM SUPPORT 75,000
    CHILDREN'S BURN FOUNDATION
    5000 VAN NUYS BLVD SUITE 450
    SHERMAN OAKS,CA91403     		  PC EDUCATIONAL SAFETY PROGRAM FOR K-12 SCHOOLS - L.A. TROUPE SAFETY SMART PROGRAM 75,000
    CITY YEAR LOS ANGELES
    606 S OLIVE ST 2ND FLOOR
    LOS ANGELES,CA90014     		  PC EDUCATIONAL PROGRAM SUPPORT FOR K-12 SCHOOLS 1,000,000
    CLARK COUNTY SCHOOL DISTRICT
    5100 WEST SAHARA AVE
    LAS VEGAS,NV89146     		  PC EDUCATIONAL AND ADMINISTRATIVE PROGRAM SUPPORT FOR K-12 SCHOOLS 980,000
    COLLECTIVE VOICES
    107 S FAIR OAKS 327
    PASADENA,CA92036     		  PC EDUCATIONAL PROGRAM SUPPORT 300,000
    COMMUNITIES IN SCHOOLS LAS VEGAS
    3720 HOWARD HUGHES PKWY
    LAS VEGAS,NV89169     		  PC EDUCATIONAL PROGRAM SUPPORT 360,000
    COMMUNITIES IN SCHOOLS LOS ANGELES
    2000 AVENUE OF THE STARS
    LOS ANGELES,CA90067     		  PC EDUCATIONAL PROGRAM SUPPORT 360,000
    CRESPI CARMELITE HIGH SCHOOL
    5031 ALONZO AVE
    ENCINO,CA91316     		  PC TECHNOLOGY AND RESOURCE CENTER 100,000
    FREEDOM WRITERS FOUNDATION
    PO BOX 41505
    LONG BEACH,CA90853     		  PC EDUCATIONAL PROGRAM SUPPORT - TEACH ONE TO TEACH ANOTHER 120,000
    FULFILLMENT FUND LV
    3100 EAST PATRICK LANE
    LAS VEGAS,NV89120     		  PC EDUCATIONAL PROGRAM SUPPORT 190,000
    FULFILLMENT FUND
    6100 WILSHIRE BLVD SUITE 600
    LOS ANGELES,CA90048     		  PC EDUCATIONAL PROGRAM SUPPORT - COLLEGE ACCESS 175,000
    GIRL SCOUTS OF SOUTHERN NEVADA
    2941 HARRIS AVE
    LAS VEGAS,NV89101     		  PC S.T.E.M. PROGRAM 150,000
    I HAVE A DREAM FOUNDATION LAS VEGAS
    5715 SOUTH SANDHILL ROAD
    LAS VEGAS,NV89120     		  PC EDUCATIONAL PROGRAM SUPPORT - DREAMERS CHAPTER 2 PROGRAM 100,000
    JARED FOUNDATION
    2529 ABALONE DR
    INDIANAPOLIS,IN46217     		  PC EDUCATIONAL PROGRAM SUPPORT 50,000
    JOHNS HOPKINS UNIVERSITY
    2800 NORTH CHARLES ST
    BALTIMORE,MD21218     		  PC ELMER A HENDERSON SCHOOL K-8 EDUCATIONAL PROGRAM SUPPORT 2,100,000
    JUNIOR ACHIEVEMENT OF SO NV
    7220 S CIMARRON RD
    LAS VEGAS,NV89113     		  PC EDUCATIONAL PROGRAM SUPPORT 163,500
    KHAN ACADEMY
    1937 LANDING DRIVE
    MOUNTAIN VIEW,CA94043     		  PC EDUCATIONAL PROGRAM DEVELOPMENT FOR K-12 SCHOOLS 1,500,000
    LOS ANGELES CLIPPERS FOUNDATION
    1111 S FIGUEROA STREET SUITE 1100
    LOS ANGELES,CA90015     		  PC READ TO ACHIEVE EDUCATIONAL PROGRAM FOR K-12 SCHOOLS 198,400
    MALIBU JEWISH CENTER
    24855 PACIFIC COAST HWY
    MALIBU,CA90265     		  PC EDUCATIONAL SUPPORT PROGRAM - HAND IN HAND PROGRAM FOR SPECIAL NEEDS CHILDREN 75,000
    MANHATTAN BEACH EDUCATIONAL FOUNDATION
    325 SOUTH PECK AVE
    MANHATTAN BEACH,CA90267     		  PC K-12 EDUCATIONAL SUPPORT THROUGH VARIOUS PROGRAMS 394,000
    MAZEL FREE
    2901 BRIGHTON 6TH STREET
    BROOKLYN,NY11235     		  PC ELEMENTARY SCHOOL EDUCATIONAL PROGRAM SUPPORT 250,000
    MIND RESEARCH INSTITUTE
    111 ACADEMY
    IRVINE,CA92617     		  PC EXPANSION OF ST MATH EDUCATION PROGRAM FOR PARAMOUNT SCHOOL DISTRICT (K-12) 290,000
    NEVADA SCHOOL OF THE ARTS
    401 S FOURTH STREET SUITE 125
    LAS VEGAS,NV89101     		  PC EDUCATIONAL PROGRAM SUPPORT 70,000
    NEW VISION FOUNDATION
    3131 OLYMPIC BLVD
    SANTA MONICA,CA90404     		  PC EDUCATIONAL PROGRAM SUPPORT 50,000
    NOVA ACADEMYOLIVE CREST
    2130 EAST FOURTH STREET
    SANTA ANA,CA92705     		  PC EDUCATIONAL PROGRAM SUPPORT - LINK PROGRAM/SUMMER ADVANTAGE PROGRAM 100,000
    OPPORTUNITY VILLAGE
    6300 WEST OAKEY BLVD
    LAS VEGAS,NV89146     		  PC EDUCATIONAL PROGRAM SUPPORT FOR SPECIAL NEEDS CHILDREN - JOB DISCOVERY AND VIA 460,000
    OUR HOUSE
    1663 SAWTELLE BLVD SUITE 300
    LOS ANGELES,CA90025     		  PC GRIEF SUPPORT & EDUCATION FOR CHILDREN 250,000
    RAINBOW DREAMS EDUCATIONAL FOUNDATION
    8880 W SUNSET ROAD 3RD FLOOR
    LAS VEGAS,NV89148     		  PC BEFORE AND AFTER SCHOOLS EDUCATIONAL PROGRAM SUPPORT - DREAM CARE PROGRAM 50,000
    REDONDO BEACH ED FOUNDATION
    409 N PACIFIC COAST HWY
    REDONDO BEACH,CA90277     		  PC K-12 EDUCATIONAL SUPPORT FOR VARIOUS PROGRAMS 424,000
    SCHOOL ON WHEELS
    83 S PALM STREET
    VENTURA,CA96001     		  PC AFTER SCHOOL EDUCATIONAL PROGRAM SUPPORT - HOMELESS CHILDREN 100,000
    SERVITE HIGH SCHOOL
    1952 W LA PALMA AVE
    ANAHEIM,CA92801     		  PC FINANCIAL AID PROGRAM 250,000
    SKIRBALL CENTER
    2701 N SEPULVEDA BLVD
    LOS ANGELES,CA90049     		  PC EDUCATIONAL PROGRAM SUPPORT AND STUDENT TRANSPORTATION FOR K-12 SCHOOLS 1,000,000
    SPREAD THE WORD NEVADA
    1075 AMERICAN PACIFIC DRIVE
    HENDERSON,NV89074     		  PC ELEMENTARY SCHOOL LITERACY PROGRAM SUPPORT 150,000
    STATON ELEMENTARY
    1700 SAGEBERRY DRIVE
    LAS VEGAS,NV89144     		  PC EDUCATIONAL TUTORING PROGRAM SUPPORT 50,000
    SURFRIDER FOUNDATION
    942 CALLE NEGOCIO SUITE 350
    SAN CLEMENTE,CA92673     		  PC QUAD PROGRAM EDUCATIONAL SUPPORT FOR HIGH SCHOOLS 60,000
    TEACH FOR AMERICA LAS VEGAS
    4040 S EASTERN AVE SUITE 300
    LAS VEGAS,NV89119     		  PC EDUCATIONAL PROGRAM SUPPORT 750,000
    TEACH FOR AMERICA LOS ANGELES
    606 S OLIVE ST SUITE 300
    LOS ANGELES,CA90014     		  PC EDUCATIONAL PROGRAM SUPPORT 500,000
    THE ANDRE AGASSI FOUNDATION
    3883 HOWARD HUGHES PKWY 8TH FLOOR
    LAS VEGAS,NV89169     		  PC EDUCATIONAL PROGRAM SUPPORT FOR K-12 SCHOOL 1,300,000
    THE CHARRO FOUNDATION
    10533 E LAKEVIEW DR
    SCOTTSDALE,AZ85258     		  PC EDUCATIONAL PROGRAM SUPPORT 217,500
    THE FRIENDS OF GREEN CHIMNEYS
    400 DOANSBURG RD BOX 719
    BREWSTER,NY10509     		  PC EDUCATIONAL PROGRAM SUPPORT 134,316
    THE FRIENDSHIP CIRCLE
    2108 VAIL AVENUE
    REDONDO BEACH,CA90278     		  PC EDUCATIONAL PROGRAM SUPPORT FOR SPECIAL NEEDS CHILDREN 250,000
    THE GOOD NEWS FOUNDATION
    9701 WILSHIRE BLVD SUITE 1000
    BEVERLY HILLS,CA90212     		  PC CREATION OF ADDITIONAL COMPUTER CENTERS 100,000
    THE LEAP FOUNDATION
    2080 CENTURY PARK EAST STE 1601
    LOS ANGELES,CA90067     		  PC SCHOLARSHIPS FOR HIGH SCHOOL LEADERSHIP PROGRAM 150,000
    THE MEADOWS SCHOOL
    8601 SCHOLAR LANE
    LAS VEGAS,NV89128     		  PC SCHOLARSHIP FUND & EDUCATIONAL PROGRAM SUPPORT FOR K-12 SCHOOL 1,100,000
    THE RONALD REAGAN PRESIDENTIAL FOUNDATION
    40 PRESIDENTIAL DRIVE
    SIMI VALLEY,CA93065     		  PC EDUCATIONAL AND LEADERSHIP PROGRAM SUPPORT 250,000
    THE SALVATION ARMY
    180 EAST OCEAN BLVD
    LONG BEACH,CA90802     		  PC AT RISK CHILDREN EDUCATIONAL PROGRAM SUPPORT - THE RED SHIELD YOUTH & COMMUNITY CENTER 121,000
    THE SMITH CENTER
    361 SYMPHONY PARK AVE
    LAS VEGAS,NV89106     		  PC CHILDREN'S ARTS & EDUCATIONAL PROGRAM SUPPORT 345,207
    UNITED WAY OF SOUTHERN NEVADA
    2530 WEST FLAMINGO RD
    LAS VEGAS,NV89103     		  PC SCHOLARSHIPS FOR EARLY CHILDCARE EDUCATION PROGRAM 1,000,000
    UNIVERSITY OF NEVADA
    4505 MARYLAND PKWY
    LAS VEGAS,NV89154     		  PC EDUCATIONAL PROGRAM SUPPORT FOR K-12 SCHOOLS 150,000
    USC ROSSIER SCHOOL OF EDUCATION
    3720 S FLOWER ST
    LOS ANGELES,CA90089     		  PC EDUCATIONAL PROGRAM SUPPORT FOR HYBRID HIGH SCHOOL 500,000
    VISTA DEL MAR CHILD & FAMILY SERVICES
    3200 MOTOR AVE
    LOS ANGELES,CA90034     		  PC EDUCATIONAL PROGRAM SUPPORT - SPECIAL NEEDS AND AT-RISK CHILDREN 300,000
    VT MARTY HENNESSY JR TENNIS FOUNDATION
    4316 FORTUNE AVE
    LAS VEGAS,NV89107     		  PC EDUCATIONAL PROGRAM SUPPORT 100,000
    WEST VALLEY BOYS & GIRLS CLUB
    7245 REMMET AVE
    CANOGA PARK,CA91303     		  PC EDUCATIONAL SUPPORT FOR COLLEGE BOUND PROGRAM 125,000
    WESTMARK SCHOOL
    5461 LOUISE AVENUE
    ENCINO,CA91316     		  PC FINANCIAL AID PROGRAM FOR K-12 SCHOOL 250,000
    WINDSONG FOUNDATION
    THE LAW BUILDING SUITE 100
      THE VALLEY  
    AV     		  PF EDUCATIONAL SUPPORT FOR VARIOUS PROGRAMS 550,000
    YMCA OF METRO LA
    625 S NEW HAMPSHIRE AVE
    LOS ANGELES,CA90005     		  PC K-12 AFTER SCHOOL EDUCATIONAL PROGRAM SUPPORT - Y AT CHANDLER 56,000
    YMCA OF SOUTHERN NEVADA
    4141 MEADOWS LANE
    LAS VEGAS,NV89107     		  PC K-12 AFTER SCHOOL EDUCATIONAL PROGRAM SUPPORT - STRONG KIDS PROGRAM 200,000
    Total .................................bullet 3a 23,535,023
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 9,390,757  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 5,655,681  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 15,046,438 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    1315,046,438
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 42,000 8,400   33,600

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    TY 2013 DepreciationSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    BUILDING 2009-11-10 710,000 57,647 SL 39.000000000000 18,205 0    
    LEASEHOLD IMPROVEMENTS 2009-11-10 3,500 285 SL 39.000000000000 90 0    
    LAND 2009-11-10 893,000   L   0 0    
    LEASEHOLD IMPROVEMENTS 2010-01-06 13,050 1,005 SL 39.000000000000 335 0    
    LEASEHOLD IMPROVEMENTS - CABINETS 2010-07-21 1,100 619 200DB 7.000000000000 137 0    
    LEASEHOLD IMPROVEMENTS - IRON RAILING 2010-07-27 650 366 200DB 7.000000000000 81 0    
    OFFICE FURNITURE 2010-01-30 9,009 5,069 200DB 7.000000000000 1,126 0    
    OFFICE FURNITURE 2010-02-28 13,163 7,407 200DB 7.000000000000 1,645 0    
    OFFICE FURNITURE 2010-03-31 1,976 1,112 200DB 7.000000000000 247 0    
    COMPUTER & PRINTER 2010-04-30 1,640 1,168 200DB 5.000000000000 189 0    
    TV'S AND STAND 2010-04-30 5,063 3,605 200DB 5.000000000000 583 0    
    OFFICE FURNITURE 2010-05-31 2,154 1,212 200DB 7.000000000000 269 0    
    COMPUTERS 2010-09-10 10,770 7,668 200DB 5.000000000000 1,241 0    
    LEASEHOLD IMPROVEMENTS 2011-05-26 575   200DB 7.000000000000 0 0    
    LEASEHOLD IMPROVEMENTS 2011-06-06 2,283   200DB 7.000000000000 0 0    
    COMPUTER 2011-06-06 1,796   200DB 5.000000000000 0 0    

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    TY 2013 ExpenditureResponsibilityStmt
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    WINDSONG FOUNDATION
          		THE LAW BUILDING SUITE 100
    THE VALLEY    
    AV     		2013-08-31 550,000 EDUCATIONAL SUPPORT FOR VARIOUS PROGRAMS. 550,000 THERE WERE NO DIVERSIONS OF THE GRANT FUNDS BY THE GRANTEE. REPORTS ARE PROVIDED THROUGHOUT THE YEAR. 2013-12-31 ALL GRANT FUNDS WERE EXPENDED FOR CHARITABLE PURPOSES.
    CHARTER SCHOOL GROWTH FUND
          		350 INTERLOCKEN BLVD SUITE 390
    BROOMFIELD,CO80021     		2013-12-17 500,000 SUPPORT FOR K-12 CHARTER SCHOOLS. 500,000 THERE WERE NO DIVERSIONS OF THE GRANT FUNDS BY THE GRANTEE. REPORTS ARE PROVIDED THROUGHOUT THE YEAR. 2013-12-31 ALL GRANT FUNDS WERE EXPENDED FOR CHARITABLE PURPOSES.

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CORPORATION BONDS AND NOTES 13,573,690 13,586,823

    TY 2013 InvestmentsOtherSchedule2
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    CERTIFICATES OF DEPOSITS FMV 6,650,530 6,649,799
    ASSET BACKED SECURITIES FMV 4,056,002 4,066,630
    GOVERNMENT SECURITIES FMV 11,029,495 11,047,648
    MONEY MARKET FUNDS FMV 33,805,271 33,883,512
    EQUITIES FMV 78,108,273 97,897,615
    ALTERNATIVE INVESTMENTS FMV 295,234,998 346,031,951
    OTHER FMV 0 0

    TY 2013 LandEtcSchedule2
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    BUILDING 710,000 75,852 634,148  
    LEASEHOLD IMPROVEMENTS 3,500 375 3,125  
    LAND 893,000 0 893,000  
    LEASEHOLD IMPROVEMENTS 13,050 1,340 11,710  
    LEASEHOLD IMPROVEMENTS - CABINETS 1,100 756 344  
    LEASEHOLD IMPROVEMENTS - IRON RAILING 650 447 203  
    OFFICE FURNITURE 9,009 6,195 2,814  
    OFFICE FURNITURE 13,163 9,052 4,111  
    OFFICE FURNITURE 1,976 1,359 617  
    COMPUTER & PRINTER 1,640 1,357 283  
    TV'S AND STAND 5,063 4,188 875  
    OFFICE FURNITURE 2,154 1,481 673  
    COMPUTERS 10,770 8,909 1,861  
    LEASEHOLD IMPROVEMENTS 575 575 0  
    LEASEHOLD IMPROVEMENTS 2,283 2,283 0  
    COMPUTER 1,796 1,796 0  


    TY 2013 LegalFeesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 198,879 0   198,879


    TY 2013 OtherAssetsSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    TAXES RECEIVABLE 38,605 0 0


    TY 2013 OtherDecreasesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Description Amount
    50% MEALS AND ENTERTAINMENT 2,911
    BOOK TAX DEPRECIATION ADJUSTMENT 1,135


    TY 2013 OtherExpensesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES AND SUBSCRIPTIONS 7,952 398   7,554
    POSTAGE AND DELIVERY 2,222 111   2,111
    HEALTH INSURANCE 73,323 5,816   67,507
    OFFICE EXPENSES 570 29   541
    OFFICE SUPPLIES 4,663 233   4,430
    PROPERTY INSURANCE 1,085 54   1,031
    UTILITIES 22,033 1,102   20,931
    WORKERS COMP. INSURANCE 746 37   709
    LICENSES AND PERMITS 324 16   308
    MEALS AND ENTERTAINMENT 2,911 146   2,765
    REPAIRS AND MAINTENANCE 580 29   551
    STATE ATTORNEY GENERAL FEES 159 8   151


    TY 2013 OtherLiabilitiesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Description Beginning of Year - Book Value End of Year - Book Value
    ACCRUED PROFIT SHARING CONTRIBUTION 111,079 114,132
    ACCRUED PAYROLL 27,710 30,031
    ACCRUED EXPENSES - OTHER 1,100 23,115
    ACCRUED INVESTMENT FEES 151,647 170,703
    ACCRUED LEGAL FEES 77,590 221,771
    ACCRUED PAYROLL TAXES 0 2,297


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROFIT SHARING PLAN FEES 1,599 80   1,519
    INVESTMENT CONSULTANT FEES 2,281,626 2,281,626   0
    PAYROLL PROCESSING FEES 2,615 131   2,484


    TY 2013 TaxesSchedule
    Name:
    WINDSONG TRUST
    EIN: 56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL TAXES 35,097 1,755   33,342
    PROPERTY TAXES 18,699 935   17,764
    FOREIGN TAXES 60,441 60,441   0
    FEDERAL TAXES 84,607 0   0