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
BEATRIX FINSTON PADWAY CHARITABLE TRUST
FOR ARTS AND EDUCATION

Number and street (or P.O. box number if mail is not delivered to street address)1529 GILCREST DRIVE   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BEVERLY HILLS, CA902102515
A Employer identification number

31-6018432
B Telephone number (see instructions)

(310) 246-6707
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$15,763,780J 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) 4,862,608
2 Check bullet
3 Interest on savings and temporary cash investments 37 37  
4 Dividends and interest from securities...... 588,584 106,189  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 446,111
b Gross sales price for all assets on line 6a 3,623,173
7 Capital gain net income (from Part IV, line 2)... 446,111
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 910 910  
12 Total. Add lines 1 through 11........ 5,898,250 553,247  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 110,000 82,500   27,500
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 10,165 7,665   0
c Other professional fees (attach schedule).... Click to see attachment 57,195 42,595   14,600
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 9,047 8,962   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 172 56   116
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 186,579 141,778   42,216
25 Contributions, gifts, grants paid........ 505,000 505,000
26 Total expenses and disbursements. Add lines 24 and 25 691,579 141,778   547,216
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 5,206,671
b Net investment income (if negative, enter -0-) 411,469
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............... 30,791 6,337 6,337
2 Savings and temporary cash investments.......... 230,684 303,410 303,410
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        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 10,911 10,158 10,158
10a Investments—U.S. and state government obligations (attach schedule) 6,142,916 Click to see attachment11,777,225 11,533,448
b Investments—corporate stock (attach schedule)........ 1,695,008 Click to see attachment1,949,724 2,910,971
c Investments—corporate bonds (attach schedule)........ 1,720,506 Click to see attachment990,633 999,456
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 9,830,816 15,037,487 15,763,780
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 9,830,816 15,037,487
30 Total net assets or fund balances (see page 17 of the
instructions).................... 9,830,816 15,037,487
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 9,830,816 15,037,487
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 9,830,816
2 Enter amount from Part I, line 27a..................... 2 5,206,671
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 15,037,487
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 15,037,487
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 NEUBERGER BERMAN LLC P    
b NEUBERGER BERMAN LLC P    
c OPPENHEIMER & CO INC P    
d OPPENHEIMER & CO INC P    
e ARIAD PHARMACEUTICALS INC - AVERAGE PRICE ADJUSTMENT P    
$25,000 NORTHEAST UTILITIES 9/20/13 P 2012-03-19 2013-09-20
$25,000 PLAINS ALL AMERICAN PIPELINE 12/15/13 P 2012-03-09 2013-12-16
$20,000 ROPER INDUSTRIS INC 8/15/13 P 2008-07-29 2013-08-15
BRUCE PADWAY TRUST 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 375,998   382,308 -6,310
b 1,121,587   847,427 274,160
c 1,897,939   1,785,404 112,535
d 90,000   91,928 -1,928
e 12     12
25,000   25,000 0
25,000   25,000 0
20,000   19,995 5
67,637     67,637
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       -6,310
b       274,160
c       112,535
d       -1,928
e       12
      0
      0
      5
      67,637
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 2 446,111
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 496,157 10,537,527 0.047085
2011 502,738 10,119,079 0.049682
2010 450,350 9,751,570 0.046182
2009 61,650 2,394,629 0.025745
2008 49,000 989,374 0.049526
2 Total of line 1, column (d) ...................... 2 0.218220
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 0.043644
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 10,820,046
5 Multiply line 4 by line 3....................... 5 472,230
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 4,115
7 Add lines 5 and 6......................... 7 476,345
8 Enter qualifying distributions from Part XII, line 4.............. 8 547,216
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 4,115
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 4,115
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 4,115
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 3,200
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 915
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 4,115
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 31
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 31
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see 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
    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.Click to see attachment
    10
    Yes
     
    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 ofbulletMICHAEL D SCHWARTZ CPA APC Telephone no.bullet (818) 316-1378
    Located atbullet21031 VENTURA BLVD SUITE 1110WOODLAND HILLSCA ZIP+4bullet91364
    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
     
     
    .........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
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    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
    ROBERTA LWEINTRAUB TRUSTEE
    15.00     		110,000 0 0
    1529 GILCREST DRIVE
    BEVERLY HILLS,CA90210
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    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
    541,002
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    4,115
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    4,115
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    536,887
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    536,887
    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
    536,887
    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 7 536,887
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 24,101
    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$ 547,216
    a Applied to 2012, but not more than line 2a 24,101
    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..... 523,115
    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 ..........     		13,772
    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
    ART CENTER COLLEGE OF DESIGN
    1700 LIDA STREET
    PASADENA,CA91103     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE PRESIDENTIAL DISCRETIONARY STUDENT TRAVEL FUND 15,000
    AYUDA INC
    1700 N MORRE STREET SUITE 2000
    ARLINGTON,VA22209     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 1,000
    BOYS & GIRLS CLUBS OF LOS ANGELES HARBOR
    1200 S CABRILLO AVENUE
    SAN PEDRO,CA90731     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE PAMS & POPP PROGRAMS 41,000
    BOYS & GIRLS CLUBS OF MALIBU
    30215 MORNING VIEW DRIVE
    MALIBU,CA90265     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 1,000
    C-CAP (CAREERS THROUGH CULINARY ARTS PROGRAM
    20863 BETRON STREET
    WOODLAND HILLS,CA91364     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 500
    CALIFORNIA JAZZ FOUNDATION
    14156 MAGNOLIA BLVD SUITE 200
    SHERMAN OAKS,CA91423     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 400
    CAPSHAW-SPIELBERG CENTER FOR ARTS AND EDUCATIONAL JUSTICE
    3131 OLYMPIC BLVD SUITE 201
    SANTA MONICA,CA90404     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE LOS ANGELES DIAPER DRIVE PROGRAM 500
    DEBBIE ALLEN DANCE COMPANY
    3791 SANTA ROSALIA DRIVE
    LOS ANGELES,CA90008     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 28,000
    DEVIL PUPS INC
    2815 TOWNSGATE ROAD SUITE 216
    WESTLAKE VILLAGE,CA91316     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE CAMP PENDLETON MARINE BASE PROGRAMS & SERVICES 25,000
    EVERYCHILD FOUNDATION
    PO BOX 1808
    LOS ANGELES,CA90272     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 20,000
    GAY MEN'S CHORUS OF LOS ANGELES
    9056 SANTA MONICA BLVD SUITE 300
    WEST HOLLYWOOD,CA90069     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 2,000
    GEFFEN PLAYHOUSE
    10886 LECONTE AVENUE
    LOS ANGELES,CA90024     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 1,000
    LIBRARY FOUNDATION OF LOS ANGELES
    630 WEST FIFTH STREET
    LOS ANGELES,CA90071     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 5,000
    LOS ANGELES FIRE DEPARTMENT FOUNDATION
    1875 CENTURY PARK EAST SUITE 200
    LOS ANGELES,CA90067     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 2,000
    LOS ANGELES PARK FOUNDATION
    11973 SAN VICENTE BLVD SUITE 200
    LOS ANGELES,CA90049     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR OUTDOOR EQUIPMENT 15,000
    LOS ANGELES PHILHARMONIC
    111 S GRAND AVE
    LOS ANGELES,CA90012     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 1,000
    LOS ANGELES POLICE ACADEMY MAGNET SCHOOLS
    1529 GILCREST DRIVE
    BEVERLY HILLS,CA90210     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 95,000
    LOS ANGELES POLICE FOUNDATION
    515 SOUTH FLOWER STREET 1680
    LOS ANGELES,CA90071     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE LAPEL CAMERA PROJECT 7,500
    LOS ANGELES UNIFIED SCHOOL DISTRICT
    333 S BEAUDRY AVE
    LOS ANGELES,CA90017     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE STUDENT INTEGRATION SERVICCES FALL MAGNET MEETING 1,000
    MALIBU BALLET & PERFORMING ART SOCIETY
    PO BOX 2566
    MALIBU,CA90265     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 2,500
    MALIBU SPECIAL EDUCATION FOUNDATION
    7015 GRASSWOOD AVE
    MALIBU,CA90265     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 500
    PARDEE RAND GRADUATE SCHOOL
    1776 MAIN STREET
    SANTA MONICA,CA90407     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE CAREER SERVICES PROGRAM & INITIATIVES 30,000
    SISTERS OF NAZARETH
    3333 MANNING AVENUE
    LOS ANGELES,CA90064     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 7,500
    STUDENTS RUN LA
    5252 CREBS AVENUE
    TARZANA,CA91356     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 50,000
    THE ARCHER SCHOOL OF GIRLS
    11725 SUNSET BLVD
    LOS ANGELES,CA90049     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE STEM PROGRAM 33,500
    THE COLBURN SCHOOL
    200 SOUTH GRAND AVE
    LOS ANGELES,CA90012     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 39,800
    THE COLLEAGUES
    3312 PICO BLVD
    SANTA MONICA,CA90405     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 500
    THE FROSTIG CENTER
    971 N ALTADENA DRIVE
    PASADENA,CA91107     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 1,300
    THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
    2200 UNIVERSITY DRIVE
    BERKELEY,CA94720     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE PADWAY/COSMOS LEADERSHIP AWARDS & ELP SYMPOSIUM 20,000
    THE SUSAN G KOMEN BREAST CANCER FOUNDATION
    5005 LBJ FREEWAY SUITE 250
    DALLAS,TX75244     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 500
    THE UCLA FOUNDATION
    10920 WILSHIRE BLVD SUITE 900
    LOS ANGELES,CA90024     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE POPP EVALUATION 20,000
    WALLIS ANNENBERG CENTER FOR THE PERFORMING ARTS
    9911 WEST PICO BLVD SUITE 680
    LOS ANGELES,CA90035     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 5,000
    WEST LOS ANGELES COLLEGE FOUNDATION
    9000 OVERLAND AVE
    CULVER CITY,CA90230     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE POPP, PUENTE & UMOJA PROGRAMS 30,000
    WILLIAM H PARKER POLICE FOUNDATION
    1880 NORTH ACADEMY DRIVE
    LOS ANGELES,CA90012     		NONE OTHER PUBLIC CHARITY PROVIDE FUNDS FOR THE ORGANIZATIONS PROGRAMS & SERVICES 2,000
    Total .................................bullet 3a 505,000
    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 ............     		        37
    4 Dividends and interest from securities....         588,584
    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..... 512000 910      
    8
    Gain or (loss) from sales of assets other than inventory .............     		        446,111
    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).. 910 0 1,034,732
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,035,642
    (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.)
    12E PROVIDES ADDITIONAL FUNDS TO MAKE CHARITABLE GRANTS
    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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    Employer identification number

    31-6018432
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    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
    Special Rules
    ......................... Arrow Bullet $  
    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 its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION         		Employer identification number

    31-6018432
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    BRUCE PADWAY TRUST
     

       
    1801 CENTURY PARK EAT SUITE 2230
     
    LOS ANGELES, CA90067

    		$4,862,608


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION         		Employer identification number

    31-6018432
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    1
    		 CASH, STOCK AND BONDS $4,862,608 2013-12-31
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION         		Employer identification number

    31-6018432
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
    1
    		 TRUST IS THE REMAINDERMAN BENEFICIARY OF THIS TRUST TO SUPPORT ITS CHARITABLE ACTIVITIES THE GIFT WILL BE USED TO MAKE ADDITIONAL GIFTS TO THE CHARITABLE ORGNAIZATIONS THE TRUST SUPPORTS THE GIFT WILL BE HELD IN THE NAME OF THE CHARITABLE TRUST
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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    TY 2013 AccountingFeesSchedule
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 10,165 7,665   0

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Name of Bond End of Year Book Value End of Year Fair Market Value
    ROPER INDUSTRIES INC NOTES 8/15/2013 0 0
    HESS CORP SENIOR UNSECURED NOTES 5/15/14 9,972 10,071
    MERRILL LYNCH & CO INC MEDIUM TERM NOTES 2/5/13 0 0
    WILLIS GROUP NORTH AMERICA 7/15/15 24,900 26,682
    DEUTCHE BK AG GLOBAL MED TRN NTS 2.375% 1/11/13 0 0
    GENERAL ELECTRIC CAP CORP SR UNSECURED NTS 2.8% 1/8/13 29,939 30,075
    GENERAL MOTORS ACCEPTANCE CORP 7% 5/15/16 0 0
    JP MORGAN CHASE & CO MED TERM NTS 2/26/13 0 0
    WESTPAC BANK CORP 1.032% 12/9/13 0 0
    BUNGE LTD FINANCE CO 4.1% 3/15/16 20,058 21,119
    ECOLAB INC 2.375% 12/8/14 24,985 25,391
    GILEAD SCIENCES INC SR UNSECURED 2.4% 12/1/14 24,968 25,412
    HCP INC SR NT 2.7% 2/1/14 24,975 25,039
    LLOYDS TSB BK PLC 4.875% 1/21/16 25,007 26,666
    NASDAQ STK MKT INC SENIOR NOTES 4% 1/15/15 25,001 25,654
    NISOURCE FINANCE CORP SENIOR NOTES 6.15% 3/1/13 0 0
    BANK OF AMERICA CORP 1.941% 7/11/14 20,000 20,134
    BARCLAYS BK INSTL CD 1% 12/16/13 0 0
    GE CAPITAL FINANCIAL INC CD 1.15% 2/18/14 100,000 100,075
    AMERICAN EXPRESS CENTURION BANK 7/6/15 25,139 25,098
    ARCELORMITTAL SA SR UNSECURED 2/25/15 25,055 25,688
    BALTIMORE GAS & ELECTRIC 6.125% 7/1/13 0 0
    CLOROX CO 3.55% 11/1/15 26,177 26,252
    DUN & BRADSTREET CORP 3.25% 12/1/17 25,291 25,269
    ENBRIDGE INC 4.9% 3/1/15 26,187 26,142
    ENERGY TRANSFER PARTNERS LP 6% 7/1/13 0 0
    ENTERGY CORP 3.625% 9/15/15 25,801 25,788
    GENERAL ELECTRIC CO NOTE 5% 2/1/13 0 0
    KINDER MORGAN ENERGY PARTNERS LP 5.125% 11/15/14 26,002 25,969
    NORTHEAST UTILITIES 1.128% 9/20/13 0 0
    PETROBAS INTERNATIONAL FINANCE CO 3.875% 1/27/16 25,447 25,736
    PLAINS ALL AMERICAN PIPELINE LP 5.625% 12/15/13 0 0
    RAYMOND JAMES FINANCIAL INC 4.25% 4/15/16 25,538 26,446
    RYDER SYSTEMS INC 3.15% 3/2/15 20,264 20,488
    WACHOVIA CORP 5.25% 8/1/14 25,562 25,680
    WESTERN UNION CO 3.65% 8/22/18 25,208 25,485
    GENERAL MOTORS ACCEPTANCE CORP 6% 2/15/19 0 0
    GENERAL MOTORS ACCEPTANCE CORP 6.35% 4/15/19 0 0
    GENERAL MOTORS ACCEPTANCE CORP 6.25% 1/15/19 0 0
    GENERAL MOTORS ACCEPTANCE CORP 6.75% 6/15/19 0 0
    GENERAL MOTORS ACCEPTANCE CORP 7.25% 1/15/25 0 0
    AIRGAS INC 4.5% 9/15/14 18,518 18,466
    ALCOA INC NT 5.72% 4/2/07 27,033 26,636
    AMERICAN EXPRESS CREDIT CORP 7/29/16 25,000 25,121
    AMERICAN EXPRESS CENTURION 1% 7/6/15 17,948 18,085
    BALL CORP SENIOR NOTE 6.75% 6/15/18 10,913 10,875
    BEAR STEARNS & CO INC 5.7% 11/15/14 26,185 26,113
    CANADIAN NAT RES LTD 1.45% 11/4/14 25,179 25,203
    COMERICA INC SR NTO 3% 9/16/15 25,985 25,948
    EXPRESS SCRIPTS HLDGS CO 2.1% 2/12/15 25,350 25,362
    PSEG POWER LLC 2.75% 9/15/16 25,726 25,888
    TJX COS INC 4.2% 8/15/15 26,459 26,369
    WILLIAMS PARTNERS LP 3.8% 2/15/15 25,885 25,828
    HANESBRANDS INC SR NT 6.375% 12/15/20 10,912 10,925
    RANGE RESOURCES CORP 6.75% 8/1/20 10,857 10,825
    SLM CORP 4.875% 6/17/19 6,958 6,975
    MORGAN STANELY SR NT 1.487% 2/25/16 25,000 25,325
    GOLDMAN SACHS BK CD 1.4% 10/20/14 25,249 25,153

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Name of Stock End of Year Book Value End of Year Fair Market Value
    MCDONALDS CORP 0 0
    ORACLE CORP 21,433 49,738
    SCHLUMBERGER LTD 44,300 74,341
    EOG RESOURCES INC 39,308 79,724
    ROPER INDUSTRIES INC 17,079 55,472
    DANAHER CORP 27,085 65,620
    FISERV INC 34,868 88,575
    INTERNATIONAL BUSINESS MACHINES 24,822 42,203
    OCCIDENTAL PETROLEUM CORP 34,773 52,305
    FMC TECHNOLOGIES INC 54,640 74,399
    GENERAL ELECTRIC CO 0 0
    NESTLE SA 58,401 82,602
    OMNICOM GROUP INC 0 0
    PRAXAIR INC 41,029 65,015
    CITIGROUP INC 0 0
    EXPRESS SCRIPTS INC 39,798 71,996
    EDWARDS LIFESCIENCES CORP 0 0
    LENNAR CORP 25,895 69,230
    SOTHEBYS 0 0
    TYCO INTERNATIONAL LTD 33,426 66,690
    VARIAN MEDICAL SYSTEMS INC 0 0
    AMERICAN EXPRESS COMPANY 24,660 58,975
    APPLE INC 38,593 89,202
    CENOVUS ENERGY INC 0 0
    CHURCH & DWIGHT CO INC 42,522 72,908
    FRONTIER COMMUNICATIONS CORP 77 42
    MOODYS CORP 0 0
    CABOT OIL & GAS CORP 25,743 73,644
    PRECISION CASTPARTS CORP 32,025 60,593
    SIRONA DENTAL SYSTEMS INC 43,196 63,180
    LUXOTTICA GROUP SPA 22,169 39,092
    WALT DISNEY CO 27,309 68,760
    NOVARTIS AG 38,174 56,266
    PFIZER INC 40,768 62,792
    ARIAD PHARMACEUTICALS INC 0 0
    BRISTOL MYERS SQUIBB CO 42,520 66,438
    DUNKIN BRANDS GROUP INC 23,914 39,765
    DOVER CORP 48,380 69,992
    ESTEE LAUDER COMPANIES INC 54,225 75,320
    L BRANDS INC 35,049 55,665
    PEPSICO INC 0 0
    TOLL BROTHERS INC 66,743 75,850
    ANHEUSER-BUSCH INBEV SA 35,666 39,923
    ANTERO RESOURCES CORPORATION 42,270 50,752
    COCA COLA ENTERPRISES INC 88,260 88,260
    CONOCOPHILLIPS 105,975 105,975
    CR BARD INC 51,235 66,970
    CRH, PLC 50,433 50,433
    EMC CORP 58,812 59,731
    GENERAC HOLDINGS INC 28,451 46,728
    INTUIT INC 38,145 45,792
    JP MORGAN CHASE & CO 61,269 67,252
    M & T BANK CORP 49,986 55,300
    PITNEY BOWES INC 37,165 39,027
    RANGE RESOURCES CORP 58,573 75,879
    ROYAL BANK OF CANADA 67,230 67,230
    SANDISK CORP 51,491 63,486
    VIVENDI SA 21,839 21,839

    TY 2013 InvestmentsGovtObligationsSch
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    US Government Securities - End of Year Book Value:

    0
    US Government Securities - End of Year Fair Market Value:

    0
    State & Local Government Securities - End of Year Book Value:


    11,777,225
    State & Local Government Securities - End of Year Fair Market Value:


    11,533,448


    TY 2013 OtherExpensesSchedule
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADR FEES 56 56   0
    SERVICE FEES 50 0   50
    POSTAGE & DELIVERY 66 0   66


    TY 2013 OtherIncomeSchedule2
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    AMERICAN SOCIETY OF COMPOSERS. AUTHORS AND PUBLISHERS 910 910 910


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEES 41,595 41,595   0
    ADMINISTRATIVE & BOOKKEEPING 10,600 1,000   9,600
    CONSULTING FEES 5,000 0   5,000


    TY 2013 SubstantialContributorsSch
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Name Address
    BRUCE PADWAY TRUST
          		1801 CENTURY PARK EAST SUITE 2230
    LOS ANGELES,CA90067


    TY 2013 TaxesSchedule
    Name:
    BEATRIX FINSTON PADWAY CHARITABLE TRUST
    FOR ARTS AND EDUCATION
    EIN: 31-6018432
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN WITHHOLDING 2,535 2,535   0
    FILING FEES 85 0   0
    EXCISE 6,427 6,427   0