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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
WINDSONG TRUST
 
Number and street (or P.O. box number if mail is not delivered to street address)838 MANHATTAN BEACH BLVD
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MANHATTAN BEACH, CA902664933
A Employer identification number

56-2461733
B Telephone number (see instructions)

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

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$484,724,193J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 17,739,763 17,739,763  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 5,651,313
b Gross sales price for all assets on line 6a 59,009,932
7 Capital gain net income (from Part IV, line 2)... 5,651,313
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 23,391,076 23,391,076  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 1,226,700 61,335   1,165,365
14 Other employee salaries and wages...... 84,815 16,963   67,852
15 Pension plans, employee benefits....... 252,900 17,082   235,818
16a Legal fees (attach schedule)......... Click to see attachment 125,688 11,309   114,379
b Accounting fees (attach schedule)....... Click to see attachment 36,270 18,135   18,135
c Other professional fees (attach schedule).... Click to see attachment 2,662,783 2,658,465   4,318
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 213,981 40,790   17,072
19 Depreciation (attach schedule) and depletion... Click to see attachment 27,149 0  
20 Occupancy.............. 49,724 2,486   47,238
21 Travel, conferences, and meetings....... 15,116 755   14,361
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 30,326 3,364   26,962
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 4,725,452 2,830,684   1,711,500
25 Contributions, gifts, grants paid....... 23,603,365 23,603,365
26 Total expenses and disbursements. Add lines 24 and 25 28,328,817 2,830,684   25,314,865
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -4,937,741
b Net investment income (if negative, enter -0-) 20,560,392
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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.............      
2 Savings and temporary cash investments......... 3,461,098 1,297,163 1,297,163
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..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 417,472,741 Click to see attachment414,272,706 481,560,365
14 Land, buildings, and equipment: basis bullet1,699,998
Less: accumulated depreciation (attach schedule) bullet206,229 1,499,351 Click to see attachment1,493,769 1,510,514
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment356,151 Click to see attachment356,151
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 422,433,190 417,419,789 484,724,193
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment412,871 Click to see attachment339,184
23 Total liabilities (add lines 17 through 22)......... 412,871 339,184
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 422,020,319 417,080,605
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here 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 instructions)..... 422,020,319 417,080,605
31 Total liabilities and net assets/fund balances (see instructions). 422,433,190 417,419,789
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
422,020,319
2
Enter amount from Part I, line 27a .....................
2
-4,937,741
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
3,570
4
Add lines 1, 2, and 3 ..........................
4
417,086,148
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
5,543
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
417,080,605
Form 990-PF (2018)
Form 990-PF (2018)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a UBS FINANCIAL SERVICES #05585 ST P    
b UBS FINANCIAL SERVICES #05585 LT P    
c UBS FINANCIAL SERVICES #05586 ST P    
d UBS FINANCIAL SERVICES #05586 LT P    
e UBS FINANCIAL SERVICES #05587 ST P    
UBS FINANCIAL SERVICES #05587 LT P    
UBS FINANCIAL SERVICES #05591 ST P    
UBS FINANCIAL SERVICES #05591 LT P    
UBS FINANCIAL SERVICES #05592 ST P    
UBS FINANCIAL SERVICES #05592 LT P    
UBS FINANCIAL SERVICES #05593 ST P    
UBS FINANCIAL SERVICES #05593 LT P    
UBS FINANCIAL SERVICES #05594 ST P    
UBS FINANCIAL SERVICES #05594 LT P    
UBS FINANCIAL SERVICES #05610 ST P    
UBS FINANCIAL SERVICES #05610 LT P    
UBS FINANCIAL SERVICES #07308 ST P    
UBS FINANCIAL SERVICES #07308 LT P    
UBS FINANCIAL SERVICES #08245 ST P    
UBS FINANCIAL SERVICES #08245 LT P    
UBS FINANCIAL SERVICES #08921 ST P    
UBS FINANCIAL SERVICES #08921 LT P    
UBS FINANCIAL SERVICES #18502 ST P    
UBS FINANCIAL SERVICES #18502 LT P    
UBS FINANCIAL SERVICES #03000 LT P    
UBS FINANCIAL SERVICES #05591 LT P    
UBS FINANCIAL SERVICES #05587 LT 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 3,591,888   3,858,574 -266,686
b 2,171,007   1,401,641 769,366
c 1,532,441   1,668,469 -136,028
d 1,952,028   1,303,796 648,232
e 4,003,044   4,155,271 -152,227
3,258,860   1,895,824 1,363,036
1,083,301   1,214,826 -131,525
2,547,730   1,279,325 1,268,405
179,239   214,426 -35,187
934,899   523,272 411,627
963,079   900,469 62,610
3,189,793   2,888,946 300,847
462,148   538,630 -76,482
5,221,570   6,051,154 -829,584
796,135   763,925 32,210
3,036,894   2,781,881 255,013
1,477,353   1,530,926 -53,573
542,617   542,862 -245
1,673,660   1,782,501 -108,841
1,298,755   941,857 356,898
4,072,431   4,162,487 -90,056
6,476,312   5,919,566 556,746
5,330,175   5,875,747 -545,572
1,356,521   1,162,244 194,277
1,487,679     1,487,679
316,535     316,535
53,838     53,838
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       -266,686
b       769,366
c       -136,028
d       648,232
e       -152,227
      1,363,036
      -131,525
      1,268,405
      -35,187
      411,627
      62,610
      300,847
      -76,482
      -829,584
      32,210
      255,013
      -53,573
      -245
      -108,841
      356,898
      -90,056
      556,746
      -545,572
      194,277
      1,487,679
      316,535
      53,838
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 5,651,313
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 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))
2017 24,346,490 496,907,950 0.048996
2016 24,947,796 487,420,388 0.051183
2015 25,458,943 509,038,533 0.050014
2014 25,255,424 514,669,048 0.049071
2013 24,991,950 508,414,745 0.049157
2
Total of line 1, column (d) .....................
2
0.248421
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.049684
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
498,508,007
5
Multiply line 4 by line 3......................
5
24,767,872
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
205,604
7
Add lines 5 and 6........................
7
24,973,476
8
Enter qualifying distributions from Part XII, line 4,.............
8
25,314,865
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 205,604
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........................... 3 205,604
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- ..... 5 205,604
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 250,000
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 18,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 268,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 2,147
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 60,249
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet60,249 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 Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA, NV
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the 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
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletGIGI OSCO-BINGEMANN CO-TRUSTEE Telephone no.bullet (310) 747-4600

    Located atbullet838 MANHATTAN BEACH BLVDMANHATTAN BEACHCA ZIP+4bullet902664933
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2018, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    Part 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 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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    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 2018 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 2018.)..................
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (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 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    GIGI OSCO-BINGEMANN CO-TRUSTEE
    40.00     		611,000 57,350 0
    838 MANHATTAN BEACH BLVD
    MANHATTAN BEACH,CA90266
    VADIM FRIDMAN CO-TRUSTEE
    40.00     		611,000 57,350 0
    604 PINNACLE HEIGHTS LN
    LAS VEGAS,NV89144
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    BONNIE M MYERS EXECUTIVE ASSISTANT
    40.00     		84,500 14,647 0
    838 MANHATTAN BEACH BLVD
    MANHATTAN BEACH,CA90266
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    ROVENGER LAW GROUP LLP LEGAL SERVICES 125,688
    11111 SANTA MONICA BLVD SUITE 500
    LOS ANGELES,CA90025
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    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 instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    504,810,771
    b
    Average of monthly cash balances.......................
    1b
    1,288,728
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    506,099,499
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    506,099,499
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    7,591,492
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    498,508,007
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    24,925,400
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    24,925,400
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    205,604
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    205,604
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    24,719,796
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    24,719,796
    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
    24,719,796
    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
    25,314,865
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    25,314,865
    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
    205,604
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    25,109,261
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 24,719,796
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 22,533,830
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 25,314,865
    a Applied to 2017, but not more than line 2a 22,533,830
    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 2018 distributable amount..... 2,781,035
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 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 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		21,938,761
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 10
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    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 or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 11
    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
    AFTER-SCHOOL ALL-STARS LAS VEGAS
    8485 W SUNSET ROAD
    LAS VEGAS,CA89113     		  PC AFTER SCHOOL EDUCATIONAL PROGRAMS 500,000
    AFTER-SCHOOL ALL-STARS LOS ANGELES
    5670 WILSHIRE BLVD
    LOS ANGELES,CA90036     		  PC AFTER SCHOOL EDUCATIONAL & VOCATIONAL PROGRAMS 400,000
    AMERICAN COMMITTEE FOR THE WEIZMANN INSTITUTE
    633 THIRD AVENUE 20TH FLOOR
    NEW YORK,NY10017     		  PC EDUCATIONAL PROGRAM SUPPORT 560,000
    ANDSON INC
    111920 SOUTHERN HIGHLANDS PARKWAY
    LOS ANGELES,CA89141     		  PC EDUCATIONAL PROGRAM SUPPORT 75,000
    AQUARIUM OF THE PACIFIC
    320 GOLDEN SHORE
    LONG BEACH,CA90802     		  PC OCEAN SCIENCE EDUCATION PROGRAM 100,000
    BET YOSSEF COMMUNITY CENTER
    8551 VEGAS DRIVE
    LAS VEGAS,NV89128     		  PC CLASSROOM EXPANSION AND TUITION ASSISTANCE 50,000
    BIG BROTHERS BIG SISTERS OF GREATER LOS ANGELES
    3150 SAN FERNANDO ROAD
    LOS ANGELES,CA90065     		  PC COMMUNITY BASED MENTORING PROGRAM 266,000
    BLIND CHILDREN'S CENTER
    4120 MARATHON STREET
    LOS ANGELES,CA90029     		  PC EDUCATIONAL PROGRAM SUPPORT 150,000
    BOYS & GIRLS CLUBS OF SOUTHERN NEVADA
    2850 LINDELL ROAD
    LAS VEGAS,NV89146     		  PC EDUCATIONAL PROGRAM SUPPORT 650,000
    BOYS & GIRLS CLUBS OF THE LOS ANGELES HARBOR
    1200 S CABRILLO AVENUE
    SAN PEDRO,CA90731     		  PC COLLEGE BOUND, CAREER BOUND & ARTS ACADEMY EDUCATIONAL PROGRAMS 700,000
    C5 YOUTH FOUNDATION OF SOUTHERN CALIFORNIA
    3100 NORTH BROADWAY
    LOS ANGELES,CA90031     		  PC EDUCATIONAL PROGRAM SUPPORT 225,000
    CHADWICK SCHOOL
    26800 SOUTH ACADEMY DRIVE
    PALOS VERDES,CA90274     		  PC HIGH SCHOOL TUITION ASSISTANCE PROGRAM 250,000
    CHILDREN TODAY
    2951 LONG BEACH BLVD
    LONG BEACH,CA90806     		  PC EDUCATIONAL PROGRAM SUPPORT 150,000
    CHILDREN'S BURN FOUNDATION
    5000 VAN NUYS BLVD SUITE 210
    SHERMAN OAKS,CA91403     		  PC EDUCATIONAL PROGRAM SUPPORT 175,000
    CITY YEAR LOS ANGELES
    606 S OLIVE STREET
    LOS ANGELES,CA90014     		  PC EDUCATIONAL PROGRAM SUPPORT 800,000
    COMMUNITIES IN SCHOOLS OF LOS ANGELES
    2000 AVENUE OF THE STARS
    LOS ANGELES,CA90067     		  PC EDUCATIONAL PROGRAM SUPPORT 360,000
    COMMUNITIES IN SCHOOLS OF NEVADA
    8350 W SAHARA AVE
    LAS VEGAS,CA89117     		  PC EDUCATIONAL PROGRAM SUPPORT AT 10 SCHOOLS 400,000
    EDNOVATE INC
    350 S FIGUEROA STREET
    LOS ANGELES,CA90071     		  PC EDUCATIONAL PROGRAM SUPPORT 600,000
    FOLDED FLAG FOUNDATION
    1701 VILLAGE CENTER CIRCLE
    LAS VEGAS,NV89134     		  PC K-12 SCHOLARSHIPS 100,000
    FOLDS OF HONOR
    8551 125TH E AVE
    OWASSO,OK74055     		  PC CHILDREN'S FUND SCHOLARSHIPS 400,000
    FULFILLMENT FUND LAS VEGAS
    8930 SPANISH RIDGE AVE
    LAS VEGAS,NV89148     		  PC EDUCATIONAL PROGRAM SUPPORT 800,000
    GIRL SCOUTS OF SOUTHERN NEVADA
    2941 HARRIS AVENUE
    LAS VEGAS,NV89101     		  PC STEAM EDUCATIONAL PROGRAM 200,000
    GOODWILL INDUSTRIES OF SOUTHERN NEVADA
    1280 W CHEYENNE AVE
    NORTH LAS VEGAS,NV89030     		  PC STUDENT WORK EXPERIENCE EDUCATIONAL PROGRAM 75,000
    HARVARD - WESTLAKE SCHOOL
    700 NORTH FARING ROAD
    LOS ANGELES,CA90077     		  PC TUITION ASSISTANCE 250,000
    HERMOSA BEACH EDUCATION FOUNDATION
    1257 17TH STREET
    HERMOSA BEACH,CA90254     		  PC EDUCATIONAL PROGRAM SUPPORT 50,000
    HOLLENBECK POLICE ACTIVITIES
    126 NORTH ST LOUISE STREET
    LOS ANGELES,CA90033     		  PC YOUTH EDUCATIONAL PROGRAM SUPPORT 150,000
    JOHNS HOPKINS UNIVERSITY SCHOOL OF EDUCATION
    2800 NORTH CHARLES STREET
    BALTIMORE,MD21218     		  PC STEM PROGRAM AT K-8 SCHOOL 648,000
    JUNIOR ACHIEVEMENT OF SOUTHERN NEVADA
    7220 S CIMMARON ROAD
    LAS VEGAS,NV89113     		  PC EDUCATIONAL PROGRAM SUPPORT - FINANCE PARK & K-12 SCHOOLS 120,000
    KADIMA DAY SCHOOL
    7011 SHOUP AVENUE
    WEST HILLS,CA91307     		  PC FINANCIAL AID PROGRAM 100,000
    KENT SCHOOL
    ONE MACEDONIA ROAD
    KENT,CT06757     		  PC TUITION ASSISTANCE 250,000
    KHAN ACADEMY
    1937 LANDINGS DRIVE
    MOUNTAIN VIEW,CA94043     		  PC PRE-SCHOOL & KINDERGARTEN EDUCATIONAL PROGRAMS 1,500,000
    LEADERS IN TRAINING
    900 N LAMB BLVD
    LAS VEGAS,NV89110     		  PC EDUCATIONAL PROGRAM SUPPORT 75,000
    LOYOLA HIGH SCHOOL
    19001 VENICE BLVD
    LOS ANGELES,CA90006     		  PC FINANCIAL AID FUND 150,000
    LOYOLA MARYMOUNT UNIVERSITY
    1 LMU DRIVE
    LOS ANGELES,CA90045     		  PC STEM INITIATIVE PROGRAM - K-12 SCHOOLS 200,000
    MALIBU JEWISH CENTER & SYNAGOGUE
    24855 PACIFIC COAST HIGHWAY
    MALIBU,CA90265     		  PC HAND IN HAND EDUCATIONAL PROGRAM 75,000
    MANHATTAN BEACH EDUCATION FOUNDATION
    325 S PECK AVENUE
    MANHATTAN BEACH,CA90266     		  PC EDUCATIONAL PROGRAM SUPPORT - K-12 SCHOOLS 415,000
    MARTY HENNESSY INSPIRING CHILDREN FOUNDATION
    3075 W WASHING AVE
    LAS VEGAS,NV89107     		  PC EDUCATIONAL PROGRAM SUPPORT 200,000
    MAZEL FREE
    2901 BRIGHTON 6TH STREET
    BROOKLYN,NY11235     		  PC EDUCATIONAL PROGRAM SUPPORT - K-8 SCHOOLS 250,000
    MIND RESEARCH INSTITUTE
    111 ACADEMY
    IRVINE,CA92617     		  PC ST MATH EDUCATIONAL PROGRAM 250,000
    NASRI ACADEMY FOR GIFTED CHILDREN
    5300 EL CAMINO ROAD
    LAS VEGAS,NV89118     		  PC EDUCATIONAL PROGRAM SUPPORT 75,000
    NATHAN ADELSON HOSPICE FOUNDATION
    4131 SWENSON STREET
    LAS VEGAS,NV89119     		  PC CHILDREN'S GRIEF COUNSELING PROGRAM 20,000
    NATIVITY PREP ACADEMY OF SAN DIEGO
    2755 55TH STREET
    SAN DIEGO,CA92105     		  PC TECHNOLOGY UPGRADES FOR THE SCHOOL 90,000
    NEVADA BLIND CHILDREN'S FOUNDATION
    95 SOUTH ARROYO GRANDE BLVD
    HENDERSON,NV89012     		  PC EDUCATIONAL PROGRAM SUPPORT 200,000
    OPERATION PROGRESS
    10221 COMPTON AVE
    LOS ANGELES,CA90002     		  PC EDUCATIONAL PROGRAM SUPPORT 100,000
    OPPORTUNITY VILLAGE
    6300 WEST OAKEY BLVD
    LAS VEGAS,NV89146     		  PC VIA AND JOB DISCOVERY EDUCATIONAL PROGRAMS 483,198
    OUR HOUSE GRIEF SUPPORT CENTER
    1663 SAWTELLE BLVD
    LOS ANGELES,CA90045     		  PC EDUCATIONAL PROGRAM SUPPORT - CHILD & ADOLESCENT GRIEF COUNSELING 300,000
    PINECREST ACADEMY OF NEVADA
    225 GRAND CADENCE AVE
    HENDERSON,NV89015     		  PC EDUCATIONAL SUPPORT FOR CHARTER SCHOOLS 400,000
    PLACENTIA YORBA LINDA UNIFIED SCHOOL DISTRICT
    1301 E ORANGETHORPE AVE
    PLACENTIA,CA92870     		  PC TECH LIBRARY AT HIGH SCHOOL 37,500
    READING IN MOTION
    65 E WACKER PLACE
    CHICAGO,IL60601     		  PC LITERACY EDUCATIONAL PROGRAM IN LAS VEGAS 125,000
    REDONDO BEACH EDUCATIONAL FOUNDATION
    409 N PACIFIC COAST HIGHWAY
    REDONDO BEACH,CA90277     		  PC EDUCATIONAL PROGRAM SUPPORT - K-12 SCHOOLS 349,000
    ROOSTERS FOUNDATION OF ORANGE COUNTY
    2222 MICHELSON DRIVE
    IRVINE,CA92612     		  PC EDUCATIONAL PROGRAM SUPPORT 50,000
    ROSARY ACADEMY
    1340 N ACACIA AVENUE
    FULLERTON,CA92831     		  PC TUITION ASSISTANCE 100,000
    SERVITE HIGH SCHOOL
    1952 W LA PALMA AVENUE
    ANAHEIM,CA92801     		  PC TUITION ASSISTANCE 250,000
    SIMON WIESENTHAL CENTER
    1399 S ROXBURY DRIVE
    LOS ANGELES,CA90035     		  PC STUDENT VISITATION SCHOLARSHIP PROGRAM AT THE MUSEUM OF TOLERANCE 500,000
    SKIRBALL CULTURAL CENTER
    2701 NORTH SEPULVEDA BLVD
    LOS ANGELES,CA90049     		  PC STUDENT VISITATION FUNDING & EDUCATIONAL PROGRAM SUPPORT - K-12 SCHOOLS 1,200,000
    SPREAD THE WORD NEVADA
    1065 AMERICAN PACIFIC DRIVE
    HENDERSON,NV89074     		  PC LITERACY EDUCATIONAL PROGRAM 175,000
    ST ANGELA MERICI PARISH SCHOOL
    575 SOUTH WALNUT AVE
    BREA,CA92831     		  PC TUITION ASSISTANCE 50,000
    STATON ELEMENTARY PTO
    1700 SAGEBERRY DR
    LAS VEGAS,NV89144     		  PC EDUCATIONAL PROGRAM SUPPORT 80,000
    STRIVE FOUNDATION
    9124 SOUTH MAIN STREET
    LOS ANGELES,CA90003     		  PC YOUTH EDUCATIONAL PROGRAM SUPPORT 175,000
    SURFRIDER FOUNDATION
    942 CALLEE NEGOCIO
    SAN CLEMENTE,CA92673     		  PC YOUTH LEADERSHIP EDUCATIONAL PROGRAM 60,000
    TEACH FOR AMERICA - LAS VEGAS VALLEY
    701 EAST BRIDGER AVE
    LAS VEGAS,NV89101     		  PC EDUCATIONAL PROGRAM SUPPORT 1,100,000
    TEACH FOR AMERICA - LOS ANGELES
    606 S OLIVE STREET
    LAS ANGELES,CA90014     		  PC EDUCATIONAL PROGRAM SUPPORT 750,000
    TEMPLE SINAI LAS VEGAS
    9001 HILLPOINTE ROAD
    LAS VEGAS,NV89134     		  PC TUITION ASSISTANCE 8,211
    THE ALEXANDER DAWSON SCHOOL
    10845 WEST DESERT INN ROAD
    LAS VEGAS,NV89135     		  PC TUITION ASSISTANCE K-8 SCHOOL 33,110
    THE FRIENDSHIP FOUNDATION
    2108 VAIL AVENUE
    REDONDO BEACH,CA90278     		  PC EDUCATIONAL PROGRAM SUPPORT FOR SPECIAL NEEDS CHILDREN 250,000
    THE JESTER & PHARLEY PHUND
    2116 VIA ESTUDILLO
    PALOS VERDES ESTATES,CA90274     		  PC EDUCATIONAL PROGRAM SUPPORT AT 10 SCHOOLS 60,000
    THE LEAP FOUNDATION
    2080 CENTURY PARK EAST
    LOS ANGELES,CA90067     		  PC SCHOLARSHIPS FOR HIGH SCHOOL STUDENTS 100,000
    THE MEADOWS SCHOOL
    8601 SCHOLAR LANE
    LAS VEGAS,NV89128     		  PC TUITION ASSISTANCE K-12 SCHOOL 900,000
    THE SALVATION ARMY
    180 E OCEAN BLVD
    LONG BEACH,CA90802     		  PC AFTER SCHOOL EDUCATIONAL PROGRAMS & YOUTH CENTER 120,000
    THE SMITH CENTER FOR THE PERFORMING ARTS
    361 SYMPHONY PARK AVENUE
    LAS VEGAS,NV89106     		  PC STUDENT VISITATION FUNDING & CHILDREN'S ART EDUCATIONAL PROGRAM SUPPORT 455,000
    THE STEM ACADEMY
    6300 SAGEWOOD DRIVE
    PARK CITY,UT84098     		  PC EDUCATIONAL PROGRAM SUPPORT 75,000
    UPLIFT FAMILY SERVICES
    815 N EL CENTRO AVE
    LAS ANGELES,CA90038     		  PC EDUCATIONAL PROGRAM SUPPORT 208,346
    WESTMARK SCHOOL
    5461 LOUISE AVENUE
    ENCINO,CA91316     		  PC TUITION ASSISTANCE 250,000
    WINDSONG INTERNATIONAL FOUNDATION
    JURIS BUILDING MAIN STREET
    CHARLESTOWN    
    SC     		  PF DISASTER RELIEF - EDUCATIONAL PROGRAM SUPPORT 380,000
    WINDSONG INTERNATIONAL FOUNDATION
    JURIS BUILDING MAIN STREET
    CHARLESTOWN    
    SC     		  PF EDUCATIONAL PROGRAM SUPPORT 810,000
    YMCA OF SOUTHERN NEVADA
    4141 MEADOWS LANE
    LAS VEGAS,NV89107     		  PC EDUCATIONAL PROGRAM SUPPORT - K-12 AFTER SCHOOL PROGRAM 130,000
    YOUNG AMERICA'S FOUNDATION
    217 STATE STREET
    SANTA BARBARA,CA93101     		  PC EDUCATIONAL PROGRAM SUPPORT 485,000
    Total .................................bullet 3a 23,603,365
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		         
    4 Dividends and interest from securities....     14 17,739,763  
    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 5,651,313  
    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 23,391,076 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    23,391,076
    (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 (2018)
    Form 990-PF (2018)
    Page 13
    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) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    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) (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) 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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 36,270 18,135   18,135

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    TY 2018 DepreciationSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    BUILDING 2009-11-10 710,000 148,672 SL 39.000000000000 18,205 0    
    LEASEHOLD IMPROVEMENTS 2009-11-10 3,500 735 SL 39.000000000000 90 0    
    LAND 2009-11-10 893,000   L   0 0    
    LEASEHOLD IMPROVEMENTS 2010-01-06 13,050 2,680 SL 39.000000000000 335 0    
    LEASEHOLD IMPROVEMENTS - CABINETS 2010-07-21 1,100 1,100 200DB 7.000000000000 0 0    
    LEASEHOLD IMPROVEMENTS - IRON RAILING 2010-07-27 650 650 200DB 7.000000000000 0 0    
    LEASEHOLD IMPROVEMENTS 2011-05-26 575   200DB 7.000000000000 0 0    
    LEASEHOLD IMPROVEMENTS 2011-06-06 2,283   200DB 7.000000000000 0 0    
    COMPUTER 2011-06-06 1,796   200DB 5.000000000000 0 0    
    LEASEHOLD IMPROVEMENTS - A/C SYSTEM 2014-08-25 1,874 162 SL 39.000000000000 48 0    
    LEASEHOLD IMPROVEMENTS - A/C SYSTEM 2014-10-03 14,827 1,219 SL 39.000000000000 380 0    
    OFFICE FURNITURE 2014-03-11 1,250 454 200DB 7.000000000000 55 0    
    OFFICE FURNITURE 2014-05-13 1,250 439 200DB 7.000000000000 55 0    
    COMPUTERS 2014-12-03 10,541 4,189 200DB 5.000000000000 577 0    
    OFFICE FURNITURE 2016-10-31 8,143 1,267 200DB 7.000000000000 801 0    
    FURNITURE IMPROVEMENTS 2017-01-30 8,143 2,036 200DB 7.000000000000 1,745 0    
    COMPUTER 2017-10-04 3,218 115 200DB 7.000000000000 887 0    
    COMPUTER 2017-11-17 3,231 115 200DB 7.000000000000 890 0    
    LEASEHOLD IMPROVEMENTS 2018-05-15 21,567   200DB 7.000000000000 3,081 0    

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    TY 2018 ExpenditureResponsibilityStmt
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    WINDSONG INTERNATIONAL FOUNDATION
          		JURIS BUILDING MAIN STREET
    CHARLESTOWN    
    SC     		2018-03-01 810,000 EDUCATIONAL PROGRAM SUPPORT 810,000 THERE WERE NO DIVERSIONS OF THE GRANT FUNDS BY THE GRANTEE. REPORTS ARE PROVIDED THROUGHOUT THE YEAR. 2018-12-31 ALL GRANT FUNDS WERE EXPENDED FOR CHARITABLE PURPOSES.
    WINDSONG INTERNATIONAL FOUNDATION
          		JURIS BUILDING MAIN STREET
    CHARLESTOWN    
    SC     		2018-06-25 380,000 DISASTER RELIEF - EDUCATIONAL PROGRAM SUPPORT 380,000 THERE WERE NO DIVERSIONS OF THE GRANT FUNDS BY THE GRANTEE. REPORTS ARE PROVIDED THROUGHOUT THE YEAR. 2018-12-31 ALL GRANT FUNDS WERE EXPENDED FOR CHARITABLE PURPOSES.

    TY 2018 InvestmentsOtherSchedule2
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    MONEY MARKET FUNDS FMV 4,457,523 4,105,591
    EQUITIES FMV 101,961,224 110,051,140
    ALTERNATIVE INVESTMENTS FMV 301,776,091 361,909,300
    CORPORATE BONDS FMV 6,077,868 5,494,334

    TY 2018 LandEtcSchedule2
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    BUILDING 710,000 166,877 543,123  
    LEASEHOLD IMPROVEMENTS 3,500 825 2,675  
    LAND 893,000 0 893,000  
    LEASEHOLD IMPROVEMENTS 13,050 3,015 10,035  
    LEASEHOLD IMPROVEMENTS - CABINETS 1,100 1,100 0  
    LEASEHOLD IMPROVEMENTS - IRON RAILING 650 650 0  
    LEASEHOLD IMPROVEMENTS 575 575 0  
    LEASEHOLD IMPROVEMENTS 2,283 2,283 0  
    COMPUTER 1,796 1,796 0  
    LEASEHOLD IMPROVEMENTS - A/C SYSTEM 1,874 210 1,664  
    LEASEHOLD IMPROVEMENTS - A/C SYSTEM 14,827 1,599 13,228  
    OFFICE FURNITURE 1,250 1,134 116  
    OFFICE FURNITURE 1,250 1,119 131  
    COMPUTERS 10,541 10,037 504  
    OFFICE FURNITURE 8,143 6,140 2,003  
    FURNITURE IMPROVEMENTS 8,143 3,781 4,362  
    COMPUTER 3,218 1,002 2,216  
    COMPUTER 3,231 1,005 2,226  
    LEASEHOLD IMPROVEMENTS 21,567 3,081 18,486  


    TY 2018 LegalFeesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 125,688 11,309   114,379


    TY 2018 OtherAssetsSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    TAXES RECEIVABLE   356,151 356,151


    TY 2018 OtherDecreasesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Description Amount
    50% MEALS AND ENTERTAINMENT 5,543


    TY 2018 OtherExpensesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES AND SUBSCRIPTIONS 11,093 555   10,538
    POSTAGE AND DELIVERY 1,866 373   1,493
    OFFICE EXPENSES 1,777 55   1,722
    OFFICE SUPPLIES 8,484 1,697   6,787
    PROPERTY INSURANCE 444 22   422
    LICENSES AND PERMITS 350 70   280
    MEALS AND ENTERTAINMENT 5,544 554   4,990
    REPAIRS AND MAINTENANCE 768 38   730


    TY 2018 OtherIncreasesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Description Amount
    BOOK TO TAX DEPRECIATION ADJUSTMENT 2,420
    CHANGE IN ACCRUED INTEREST 1,150


    TY 2018 OtherLiabilitiesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Description Beginning of Year - Book Value End of Year - Book Value
    ACCRUED INVESTMENT FEES 205,526 180,729
    ACCRUED PROFIT SHARING CONTRIBUTION 122,353 124,332
    TAXES PAYABLE 50,864 0
    ACCRUED LEGAL FEES 34,050 27,351
    ACCRUED EXPENSES - OTHER 78 783
    ACCRUED PAYROLL 0 5,015
    ACCRUED WORKERS COMPENSATION INSURANCE 0 974


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT CONSULTANT FEES 2,657,385 2,657,385   0
    PAYROLL PROCESSING FEES 3,630 726   2,904
    ADMINISTRATIVE SUPPORT SERVICES 1,768 354   1,414


    TY 2018 TaxesSchedule
    Name:
    WINDSONG TRUST
    EIN:
    56-2461733
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAXES 156,119 0   0
    FOREIGN TAXES 36,581 36,581   0
    PROPERTY TAXES 21,046 4,209   16,837
    STATE TAXES 235 0   235