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 11-01-2013 , and ending 10-31-2014
Name of foundation
TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
 

Number and street (or P.O. box number if mail is not delivered to street address)623 FIFTH AVENUE 28TH FLOOR   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10022
A Employer identification number

13-7385769
B Telephone number (see instructions)

(212) 546-6211
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$141,468,418J 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 21,858 21,858  
4 Dividends and interest from securities...... 1,960,427 1,960,427  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 5,787,812
b Gross sales price for all assets on line 6a 78,433,176
7 Capital gain net income (from Part IV, line 2)... 5,583,218
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).......   265,565  
12 Total. Add lines 1 through 11........ 7,770,097 7,831,068  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 783,895 610,641   115,063
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 118,477 0   0
b Accounting fees (attach schedule)....... Click to see attachment 55,800 41,850   7,700
c Other professional fees (attach schedule).... Click to see attachment 1,315,008 1,019,685   248,642
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 161,826 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 66,230 0   34,033
22 Printing and publications..........        
23 Other expenses (attach schedule).......   52,534    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,501,236 1,724,710   405,438
25 Contributions, gifts, grants paid........ 6,269,078 6,802,268
26 Total expenses and disbursements. Add lines 24 and 25 8,770,314 1,724,710   7,207,706
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,000,217
b Net investment income (if negative, enter -0-) 6,106,358
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...............   251,378 251,378
2 Savings and temporary cash investments.......... 21,278,690 12,881,213 12,881,213
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...........   40,000 40,000
10a Investments—U.S. and state government obligations (attach schedule) 19,573,651 Click to see attachment21,275,880 21,275,880
b Investments—corporate stock (attach schedule)........ 67,686,274 Click to see attachment70,653,213 70,653,213
c Investments—corporate bonds (attach schedule)........ 13,232,754 Click to see attachment14,886,259 14,886,259
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 14,373,072 Click to see attachment20,058,693 20,058,693
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment5,557,342 Click to see attachment1,421,782 Click to see attachment1,421,782
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 141,701,783 141,468,418 141,468,418
Liabilities 17 Accounts payable and accrued expenses.......... 79,230 179,860
18 Grants payable................... 4,287,701 3,754,511
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 attachment476,495 Click to see attachment509,321
23 Total liabilities (add lines 17 through 22).......... 4,843,426 4,443,692
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 136,858,357 137,024,726
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).................... 136,858,357 137,024,726
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 141,701,783 141,468,418
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)............... 1 136,858,357
2 Enter amount from Part I, line 27a..................... 2 -1,000,217
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,166,586
4 Add lines 1, 2, and 3.......................... 4 137,024,726
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. 6 137,024,726
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 PUBLICLY TRADED SECURITIES      
b PARTNERSHIP INCOME/LOSS P    
c CAPITAL GAINS DIVIDENDS P    
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 78,111,006   72,645,364 5,465,642
b       -204,594
c 322,170     322,170
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       5,465,642
b       -204,594
c       322,170
d
e
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 5,583,218
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 6,641,427 121,073,138 0.054855
2011 4,553,673 101,653,486 0.044796
2010 1,107,931 25,726,885 0.043065
2009 456,150 157,491 2.896356
2008 713,850 245,825 2.903895
2 Total of line 1, column (d) ...................... 2 5.942967
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 1.188593
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 138,957,962
5 Multiply line 4 by line 3....................... 5 165,164,461
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 61,064
7 Add lines 5 and 6......................... 7 165,225,525
8 Enter qualifying distributions from Part XII, line 4.............. 8 7,207,706
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 1 122,127
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............................ 3 122,127
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- ..... 5 122,127
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 161,874
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 161,874
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 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 39,747
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet39,747 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)
    bulletOH
    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) Click to see attachment.............
    11
    Yes
     
    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 ofbulletTHE FOUNDATION Telephone no.bullet (212) 546-6211
    Located atbullet623 FIFTH AVENUE 28TH FLOORNEW YORKNY ZIP+4bullet10022
    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
     
     
    .........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
    KEYBANK NATIONAL ASSOCIATION TRUSTEE (TO MARCH 2014)
    10.00     		533,895 0 0
    10 WEST SECOND STREET 26TH FLOOR
    DAYTON,OH45402
    WILLIAM S VILLAFRANCO TRUSTEE
    10.00     		100,000 0 0
    623 FIFTH AVENUE 28TH FLOOR
    NEW YORK,NY10022
    ALEXANDER C SANGER TRUSTEE
    10.00     		100,000 0 0
    IPPF 125 MAIDEN LANE 9TH FLOOR
    NEW YORK,NY10038
    KEVIN L MCDONALD TRUSTEE (AS OF APRIL 2014)
    10.00     		50,000 0 0
    40 N MAIN ST STE 500
    DAYTON,OH45423
    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
    SOUTHWIND ASSOCIATES OF NJ INC INVESTMENT MANAGEMENT SERVICES 441,348
    623 FIFTH AVENUE 28TH FLOOR
    NEW YORK,NY10022
    TCC GROUP CONSULTING SERVICES 295,323
    31 WEST 27TH STREET 4TH FLOOR
    NEW YORK,NY10001
    SANDS CAPITAL MANAGEMENT INVESTMENT MANAGEMENT SERVICES 188,720
    1101 WILSON BLVD SUITE 2300
    ARLINGTON,VA22209
    EAGLE CAPITAL MANAGEMENT LLC INVESTMENT MANAGEMENT SERVICES 142,873
    499 PARK AVENUE 17TH FLOOR
    NEW YORK,NY10022
    PATTERSON BELKNAP WEBB & TYLER LLP LEGAL SERVICES 118,477
    1133 AVENUE OF THE AMERICAS
    NEW YORK,NY10036
    Total number of others receiving over $50,000 for professional services.............bullet4
    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
    6,947,898
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    122,127
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    122,127
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    6,825,771
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    6,825,771
    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
    6,825,771
    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 6,825,771
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 701,563
    b From 2009....... 448,275
    c From 2010.......  
    d From 2011.......  
    e From 2012....... 710,334
    fTotal of lines 3a through e......... 1,860,172
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 7,207,706
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 6,825,771
    e Remaining amount distributed out of corpus 381,935
    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 2,242,107
    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 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		701,563
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		1,540,544
    10 Analysis of line 9:
    a Excess from 2009.... 448,275
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012.... 710,334
    e Excess from 2013.... 381,935
    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
    ACADEMIA NUTS
    577 ISHAM STREET
    NEW YORK,NY10034     		  PC COMMISSIONING PRODUCTION OF A MUSICAL FOR THE NEW YORK MUSICAL THEATER FESTIVAL 40,000
    AMERICAN CONSERVATORY THEATER
    30 GRANT AVE 6TH FL
    SAN FRANCISCO,CA94108     		  PC WOMEN'S LEADERSHIP IN RESIDENTIAL THEATERS RESEARCH AND ADVOCACY PROJECT 50,000
    AMERICAN OPERA PROJECTS
    138 S OXFORD ST
    BROOKLYN,NY11217     		  PC COMMISSIONING AND PROJECT DEVELOPMENT OF AN OPERA "THE LEOPARD" 62,500
    ASOLO THEATRE
    5555 N TAMIAMI TRAIL
    SARASOTA,FL34243     		  PC SARASOTA PERFORMING ARTS TESSITURA COLLABORATION 59,872
    ASOLO THEATRE
    5555 N TAMIAMI TRAIL
    SARASOTA,FL34243     		  PC GENERAL SUPPORT 50,000
    BALL4LYFE
    PO BOX 16581
    WEST PALM BEACH,FL33416     		  PC GENERAL SUPPORT 20,000
    BOYS HOPE GIRLS HOPE
    9619 GARFIELD BLVD
    GARFIELD HEIGHTS,OH44125     		  PC SUPPORT THE THERAPEUTIC AND EMOTIONAL HEALTH INITIATIVE 125,000
    BRONX CHARTER SCHOOL FOR THE ARTS
    950 LONGFELLOW AVENUE
    BRONX,NY10474     		  PC SUPPORT THE EXTENDED LEARNING SUITE 165,000
    BRONX CHARTER SCHOOL FOR THE ARTS
    950 LONGFELLOW AVENUE
    BRONX,NY10474     		  PC GENERAL SUPPORT 60,000
    BRONX CHARTER SCHOOL FOR THE ARTS
    950 LONGFELLOW AVENUE
    BRONX,NY10474     		  PC GENERAL SUPPORT 15,000
    BROOKLYN ACADEMY OF MUSIC
    30 LAFAYETTE AVE
    BROOKLYN,NY11217     		  PC SUPPORT WOMEN CHOREOGRAPHERS AND COMPOSERS 50,000
    CASE WESTERN RESERVE UNIVERSITY
    10900 EUCLID AVENUE
    CLEVELAND,OH44106     		  PC SUPPORT THE FRANCIS P. BOLTON SCHOOL OF NURSING 30,000
    CENTER FOR CONTEMPORARY OPERA
    PO BOX 3169
    NEW YORK,NY10163     		  PC SUPPORT WORKSHOP AND PRODUCTION OF COMMISSIONED OPERA 25,000
    CENTER FOR FAMILY SERVICES IN WEST PALM BEACH
    4101 PARKER AVENUE
    WEST PALM BEACH,FL33405     		  PC SUPPORT FOR A COUNSELOR/CASE MANAGER 125,000
    COLT COEUR
    20 JAY STREET
    BROOKLYN,NY11201     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    CREATIVE VISIONS FOUNDATION
    18820 PACIFIC COAST HIGHWAY
    MALIBU,CA90265     		  PC SUPPORT OPEN ROADS SUMMER PROGRAM 62,500
    CREATIVE VISIONS FOUNDATION
    18820 PACIFIC COAST HIGHWAY
    MALIBU,CA90265     		  PC GENERAL SUPPORT 15,000
    CREATIVE VISIONS FOUNDATION
    18820 PACIFIC COAST HIGHWAY
    MALIBU,CA90265     		  PC GENERAL SUPPORT 10,000
    DALLAS THEATER CENTER
    2400 FLORA STREET
    DALLAS,TX75201     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    DAYTON PERFORMING ARTS ALLIANCE
    126 NORTH MAIN STREET
    DAYTON,OH45402     		  PC GENERAL OPERATING SUPPORT 250,000
    DUBIN BREAST CENTER
    1176 5TH AVENUE
    NEW YORK,NY10029     		  PC GENERAL SUPPORT 250,000
    DUBIN BREAST CENTER
    1176 5TH AVENUE
    NEW YORK,NY10029     		  PC GENERAL SUPPORT 5,000
    GIVE2ASIA
    340 PINE STREET
    SAN FRANCISCO,CA94104     		  PC SUPPORT THE WATRUN NURSING SCHOOL 125,000
    HANOVER COLLEGE
    484 BALL DRIVE
    HANOVER,IN47243     		  PC VIRGINIA B. TOULMIN SCHOLARSHIP IN THE PERFORMING ARTS 62,500
    HARTFORD STAGE
    50 CHURCH STREET
    HARTFORD,CT06103     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    HOSPITAL FOR SPECIAL SURGERY
    535 EAST 70TH STREET
    NEW YORK,NY10021     		  PC GENERAL SUPPORT 50,000
    INTERNATIONAL PLANNED PARENTHOOD FEDERATION
    125 MAIDEN LN 9TH FL
    NEW YORK,NY10038     		  PC THIRD PAYMENT OF A 3 YEAR GRANT FOR MOBILE HEALTH UNITS IN BOLIVIA AND DOMINICAN REPUBLIC 250,000
    INTERNATIONAL PLANNED PARENTHOOD FEDERATION
    125 MAIDEN LN 9TH FL
    NEW YORK,NY10038     		  PC EXPANSION OF CANCER PREVENTION/TREATMENT WORK IN BOLIVIA 150,000
    JUILLIARD SCHOOL
    60 LINCOLN CENTER PLAZA
    NEW YORK,NY10031     		  PC VIRGINIA B. TOULMIN SCHOLARS PROGRAM 110,000
    JUILLIARD SCHOOL
    60 LINCOLN CENTER PLAZA
    NEW YORK,NY10031     		  PC SCHOLARSHIPS AND SUPPORT PRODUCTION COSTS OF STUDENT PRODUCTIONS 100,000
    LEAGUE OF AMERICAN ORCHESTRAS
    33 W 60TH ST 5TH FL
    NEW YORK,NY10023     		  PC COMMISSION SYMPHONIC WORKS BY WOMEN COMPOSERS 100,000
    LINCOLN CENTER FOR THE PERFORMING ARTS
    70 LINCOLN CENTER PLAZA 9TH FLOOR
    NEW YORK,NY10023     		  PC COMMISSIONING OF DRUIDSHAKESPEARE: THE HISTORY PLAYS FOR THE LINCOLN CENTER FESTIVAL 50,000
    LONG WHARF THEATRE
    222 SARGENT DRIVE
    NEW HAVEN,CT06511     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    LYNNE MITCHELL FOUNDATION
    18510 SW 39TH STREET
    MIAMI,FL33029     		  PC SUPPORT THE SEAVIEW PRIMARY SCHOOL 15,000
    LYNNE MITCHELL FOUNDATION
    18510 SW 39TH STREET
    MIAMI,FLORIDA33029
    JM     		  PC SUPPORT THE SEAVIEW PRIMARY SCHOOL 50,000
    MS CENTER OF SOUTHWEST FLORIDA
    2647 PROFESSIONAL CIRCLE SUITE 1205
    NAPLES,FL34119     		  PC GENERAL SUPPORT 35,000
    MYFACE
    330 MADISON AVENUE
    NEW YORK,NY10017     		  PC NEWMAN FAMILY SUPPORT CENTER 200,000
    MYFACE
    330 MADISON AVENUE
    NEW YORK,NY10017     		  PC GENERAL SUPPORT 10,000
    NAPLES ALLIANCE FOR MENTAL ILLNESS
    6216 TRAIL BLVD BLDG C
    NAPLES,FL34108     		  PC GENERAL SUPPORT 20,000
    NAPLES EQUESTRIAN CHALLENGE
    206 RIDGE DRIVE
    NAPLES,FL34108     		  PC GENERAL SUPPORT 20,000
    NC SUMMER PROGRAM
    1100 WEST MARKET STREET
    GREENSBORO,NC27402     		  PC NC SUMMER CAMP PROGRAM FOR ADHD KIDS 25,000
    NEW YORK CITY CENTER
    130 W 56TH ST
    NEW YORK,NY10019     		  PC COMMISSION NEW BALLETS AND DANCES 100,000
    NEW YORK CITY CENTER
    130 W 56TH ST
    NEW YORK,NY10019     		  PC FOR ORGANIZATIONAL CAPACITY BUILDING 125,000
    NEW YORK COMMUNITY TRUST
    909 THIRD AVE 22ND FL
    NEW YORK,NY10022     		  PC SUPPORT ARTS AND CULTURAL, SOCIAL SERVICES, AND OTHER CHARITABLE ORGANIZATIONS IN THE NEW YORK CITY AREA 100,000
    NORTH HAVEN ARTS AND ENRICHMENT
    PO BOX 526
    NORTH HAVEN,ME04853     		  PC CAPACITY BUILDING SUPPORT FOR FUNDRAISING AND STRATEGIC PLANNING CONSULTANT 75,000
    NORTH HAVEN ARTS AND ENRICHMENT
    PO BOX 526
    NORTH HAVEN,ME04853     		  PC SUPPORT THE PRODUCTION OF A SUMMER THEATRICAL WORK 35,000
    OPERA AMERICA
    330 7TH AVE
    NEW YORK,NY10001     		  PC SUPPORT ITS PROGRAM TO DISCOVER AND COMMISSION NEW WORK BY WOMEN COMPOSERS 150,000
    OPERA AMERICA
    330 7TH AVE
    NEW YORK,NY10001     		  PC COMMISSIONING OF WOMEN OPERA COMPOSERS 150,000
    PAINTED TURTLE
    1300 4TH STREET
    SANTA MONICA,CA90401     		  PC SUPPORT PRINTING OF A BOOK 10,000
    PAINTED TURTLE
    1300 4TH STREET
    SANTA MONICA,CA90401     		  PC NURSING STABILITY AND HEALTHCARE SCHOLARSHIP 200,000
    PLANNED PARENTHOOD OF SW FLORIDA
    736 CENTRAL AVENUE
    SARASOTA,FL34236     		  PC SUPPORT PRIMARY CARE SERVICES 25,000
    PREVENT CHILD ABUSE AMERICA
    500 PROSPECT STREET
    PAWTUCKET,RI02860     		  PC GENERAL SUPPORT 20,000
    PRIMARY STAGES
    307 WEST 38TH STREET
    NEW YORK,NY10018     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    RIVERDALE MENTAL HEALTH ASSOCIATION
    5676 RIVERDALE AVENUE
    BRONX,NY10471     		  PC SUPPORT THE CHANCES FOR CHILDREN INSTITUTE 60,000
    SAFE PLACE AND RAPE CRISIS CENTER
    2139 MAIN STREET
    SARASOTA,FL34237     		  PC GENERAL SUPPORT 120,000
    SARASOTA OPERA ASSOCIATION
    50 CENTRAL AVENUE
    SARASOTA,FL34236     		  PC SARASOTA PERFORMING ARTS TESSITURA COLLABORATION 50,136
    SARASOTA OPERA ASSOCIATION
    50 CENTRAL AVENUE
    SARASOTA,FL34236     		  PC GENERAL SUPPORT 150,000
    SARASOTA ORCHESTRA
    709 N TAMIAMI TRAIL
    SARASOTA,FL34236     		  PC SARASOTA PERFORMING ARTS TESSITURA COLLABORATION 66,660
    SARASOTA ORCHESTRA
    709 N TAMIAMI TRAIL
    SARASOTA,FL34236     		  PC GENERAL SUPPORT 200,000
    SCHOOL OF AMERICAN BALLET
    70 LINCOLN CENTER PLAZA
    NEW YORK,NY10023     		  PC SCHOLARS PROGRAM FOR FEMALE CHOROEGRAPHERS 50,000
    SECOND STAGE THEATRE
    305 WEST 43RD STREET
    NEW YORK,NY10036     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    SHELTER FOR ABUSED WOMEN AND CHILDREN
    674 PALM CIRCLE
    NAPLES,FL34101     		  PC COMMUNITY EDUCATION, TRAINING, & HEALING ARTS 153,100
    SIGNATURE THEATRE COMPANY
    THE PERSHING SQUARE SIGNATURE
    CENTER
    NEW YORK,NY10036     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    ST ARMANDS KEY LUTHERAN CHURCH
    40 N ADAMS DRIVE
    SARASOTA,FL34236     		  PC GENERAL SUPPORT 25,000
    ST BONAVENTURE UNIVERSITY
    3261 WEST STATE ROAD
    ST BONAVENTURE,NY14778     		  PC UNIVERSITY MINISTRIES BONA BUDDIES YOUTH MENTORS 10,000
    STEPPENWOLF
    1700 NORTH HALSTED STREET
    CHICAGO,IL60614     		  PC WOMEN PLAYWRIGHTS COMMISSIONING PROGRAM 25,000
    SUNRISE DAY CAMP
    15 NEIL COURT
    OCEANSIDE,NY11572     		  PC GENERAL SUPPORT 10,000
    TABLE TO TABLE
    PO BOX 1051
    ENGLEWOOD,NJ07632     		  PC SUPPORT STAFFING OF THE DEVELOPMENT FUNCTION 150,000
    THE DAYTON FOUNDATION
    40 N MAIN ST 500
    DAYTON,OH45423     		  PC SUPPORT ARTS AND CULTURAL, SOCIAL SERVICES, AND OTHER CHARITABLE ORGANIZATIONS IN DAYTON, OHIO 1,585,000
    THE FIRST TEE OF LAKE ERIE
    PO BOX 502
    PORT CLINTON,OH43452     		  PC SUPPORT CAPACITY BUILDING THROUGH EDUCATION AND TRAINING FOR STAFF 25,000
    THE FIRST TEE OF METROPOLITAN NY
    3545 JEROME AVENUE
    BRONX,NY10467     		  PC SUPPORT CAPACITY BUILDING THROUGH EDUCATION AND TRAINING FOR STAFF 25,000
    WELLESLEY-NIOST
    106 CENTRAL ST CHEEVER HOUSE
    WELLESLEY,MA02481     		  PC EXPANSION OF APT VALIDATION STUDY II 75,000
    WEST COAST CARE FOUNDATION
    27 FLEET ST
    MARINA DEL REY,CA90292     		  PC GENERAL SUPPORT 15,000
    Total .................................bullet 3a 6,802,268
    bApproved for future payment
    ASOLO THEATRE
    5555 N TAMIAMI TRAIL
    SARASOTA,FL34243     		  PC SUPPORT OF PERFORMING ARTS TESSITURA COLLABORATION 28,880
    BRONX CHARTER SCHOOL FOR THE ARTS
    950 LONGFELLOW AVENUE
    BRONX,NY10474     		  PC EXTENDED LEARNING SUITE 82,500
    CENTER FOR CONTEMPORARY OPERA
    PO BOX 3169
    NEW YORK,NY10163     		  PC DEVELOPMENT OF AN OPERA PRODUCTION 25,000
    FAMILY PROMISE OF GREATER CLEVELAND
    3470 EAST 152ND STREET
    CLEVELAND,OH44120     		  PC GENERAL OPERATING SUPPORT 100,000
    FLORIDA WEST COAST SYMPHONY
    709 N TAMIAMI TRAIL
    SARASOTA,FL34236     		  PC SUPPORT OF PERFORMING ARTS TESSITURA COLLABORATION 30,191
    HANOVER COLLEGE
    PO BOX 108
    HANOVER,IN47243     		  PC SUPPORT THE VIRGINIA B. TOULMIN IN PERFORMING ARTS SCHOLARSHIP 125,000
    JUILLIARD SCHOOL
    60 LINCOLN CENTER PLAZA
    NEW YORK,NY10023     		  PC VIRGINIA B. TOULMIN SCHOLARSHIP FUND 100,000
    MYFACE
    330 MADISON AVENUE
    NEW YORK,NY10017     		  PC NEWMAN FAMILY SUPPORT CENTER 145,000
    NEW YORK CITY CENTER
    130 W 56TH ST
    NEW YORK,NY10019     		  PC CAPACITY BUILDING WITHIN THE DEVELOPMENT DEPARTMENT 175,000
    OPERA AMERICA
    330 7TH AVE
    NEW YORK,NY10001     		  PC DISCOVER AND COMMISSION NEW OPERAS BY WOMEN COMPOSERS 150,000
    PAINTED TURTLE
    1300 4TH STREET
    SANTA MONICA,CA90401     		  PC NURSING SCHOLARSHIPS AND GENERAL SUPPORT FOR THE CAMPING PROGRAM 200,000
    SARASOTA OPERA ASSOCIATION
    50 CENTRAL AVENUE
    SARASOTA,FL34236     		  PC SUPPORT OF PERFORMING ARTS TESSITURA COLLABORATION 25,229
    SCHOOL OF AMERICAN BALLET
    70 LINCOLN CENTER PLAZA
    NEW YORK,NY10023     		  PC SUPPORT FOR SCHOLARSHIPS AND CHOREOGRAPHY OF WORKS OF CLASSICAL BALLET 50,000
    SHELTER FOR ABUSED WOMEN AND CHILDREN
    674 PALM CIRCLE
    NAPLES,FL34101     		  PC GENERAL OPERATING SUPPORT FOR THE SHELTER 112,500
    ST BONAVENTURE UNIVERSITY
    3261 WEST STATE ROAD
    ST BONAVENTURE,NY14778     		  PC SUPPORT THE UN MINISTRIES BONA BUDDIES YOUTH MENTOR PROGRAM 30,000
    THE DAYTON FOUNDATION
    40 N MAIN ST 500
    DALLAS,OH45423     		  PC SUPPORT ARTS AND CULTURAL, SOCIAL SERVICES, AND OTHER CHARITABLE ORGANIZATIONS IN DAYTON, OHIO 2,275,000
    THE INTERNATIONAL GROUP FOR HISTORIC AIRCRAFT RECOVERY (TIGHAR)
    2366 HICKORY HILL ROAD
    OXFORD,PA19363     		  PC THE EARHART PROJECT 100,000
    WELLESLEY-NIOST
    106 CENTRAL ST CHEEVER HOUSE
    WELLESLEY,MA02481     		  PC TRAINING FOR STAFF AND EVALUATORS OF OUT OF SCHOOL PROGRAMS 50,000
    Total .................................bullet 3b 3,804,300
    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 ............     		    14 21,858  
    4 Dividends and interest from securities....     14 1,960,427  
    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 5,787,812  
    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 7,770,097 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    137,770,097
    (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:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 55,800 41,850   7,700

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Name of Bond End of Year Book Value End of Year Fair Market Value
    FOREIGN BONDS 4,557,282 4,557,282
    CORPORATE BONDS 10,328,977 10,328,977

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Name of Stock End of Year Book Value End of Year Fair Market Value
    EQUITIES 70,653,213 70,653,213

    TY 2013 InvestmentsGovtObligationsSch
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    US Government Securities - End of Year Book Value:

    6,729,715
    US Government Securities - End of Year Fair Market Value:

    6,729,715
    State & Local Government Securities - End of Year Book Value:


    14,546,165
    State & Local Government Securities - End of Year Fair Market Value:


    14,546,165


    TY 2013 InvestmentsOtherSchedule2
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    GLOBAL LONG/SHORT FUND FMV 9,045,636 9,045,636
    LIMITED PARTNERSHIP INTEREST FMV 6,245,873 6,245,873
    GLOBAL MULTI-STRATEGY FUND FMV 4,767,184 4,767,184

    TY 2013 LegalFeesSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 118,477 0   0


    TY 2013 OtherAssetsSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED INTEREST RECEIVABLE 299,958 256,489 256,489
    CONTRIBUTION RECEIVABLE 5,257,384 1,165,293 1,165,293


    TY 2013 OtherIncreasesSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Description Amount
    UNREALIZED CHANGE IN FAIR VALUE OF INVESTMENTS 993,677
    GAIN/LOSS ON CONTRIBUTION RECEIVABLE 172,909


    TY 2013 OtherLiabilitiesSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Description Beginning of Year - Book Value End of Year - Book Value
    EXCISE TAX PAYABLE 3,000 0
    DEFERRED FEDERAL EXCISE TAX 473,495 509,321


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 1,019,685 1,019,685   0
    CONSULTANTS 295,323 0   248,642


    TY 2013 TaxesSchedule
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 126,000 0   0
    DEFERRED FEDERAL EXCISE TAX 35,826 0   0


    TY 2013 TransfersFrmControlledEntities
    Name:
    TOULMIN VIRGINIA B CHARITABLE FOUNDATION III
    EIN: 13-7385769
    Name US /
    Foreign Address    		 EIN Description Amount
    VIRGINIA B TOULMIN IRREVOCABLE TRUST 10 WEST SECOND STREET 26TH FLOOR
    DAYTON,OH45402     		61-6399748 CASH TRANSFERS OF CONTRIBUTION RECEIVABLE FROM TRUST ON JANUARY 29 AND FEBRUARY 6, 2014 4,265,000
    Total     4,265,000