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 07-01-2018 , and ending 06-30-2019
Name of foundation
THE WINSTON FOUNDATION INC
C/O L IPPOLITO (PAUL WEISS ET AL)
Number and street (or P.O. box number if mail is not delivered to street address)1285 AVENUE OF THE AMERICAS
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10019
A Employer identification number

13-6161672
B Telephone number (see instructions)

(212) 373-3000
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$87,627,092J 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... 2,193,185 2,193,185  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 15,681,545
b Gross sales price for all assets on line 6a 35,750,214
7 Capital gain net income (from Part IV, line 2)... 15,681,545
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 14,772 14,772  
12 Total. Add lines 1 through 11........ 17,889,502 17,889,502  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 96,000 19,200   76,800
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 7,908 0   7,908
b Accounting fees (attach schedule)....... Click to see attachment 16,000 8,000   8,000
c Other professional fees (attach schedule).... Click to see attachment 125,856 125,856   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 238,083 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 112,279 22,156   90,123
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 596,126 175,212   182,831
25 Contributions, gifts, grants paid....... 4,005,000 4,005,000
26 Total expenses and disbursements. Add lines 24 and 25 4,601,126 175,212   4,187,831
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 13,288,376
b Net investment income (if negative, enter -0-) 17,714,290
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......... 205,902 546,276 546,276
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   6,540,542    
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).......... 58,116,176 Click to see attachment77,634,567 87,080,816
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 64,862,620 78,180,843 87,627,092
Liabilities 17 Accounts payable and accrued expenses.......... 147,670 177,517
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 147,670 177,517
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.................. 64,714,950 78,003,326
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)..... 64,714,950 78,003,326
31 Total liabilities and net assets/fund balances (see instructions). 64,862,620 78,180,843
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
64,714,950
2
Enter amount from Part I, line 27a .....................
2
13,288,376
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
78,003,326
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
78,003,326
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 THROUGH BLACKROCK P    
b THROUGH KKR P    
c THROUGH FRANKLIN P    
d THROUGH HAMILTON LANE PRIVATE OFFSHORE FUND P    
e THROUGH WESTWOOD 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 32,076,359   16,559,620 15,516,739
b     86 -86
c 109,097     109,097
d 126,306     126,306
e 3,438,452   3,508,963 -70,511
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       15,516,739
b       -86
c       109,097
d       126,306
e       -70,511
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 15,681,545
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 4,193,000 87,604,962 0.047863
2016 4,152,502 85,286,199 0.048689
2015 4,171,644 83,410,292 0.050014
2014 4,156,932 89,151,278 0.046628
2013 4,214,347 87,620,082 0.048098
2
Total of line 1, column (d) .....................
2
0.241292
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
0.048258
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
86,085,852
5
Multiply line 4 by line 3......................
5
4,154,331
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
177,143
7
Add lines 5 and 6........................
7
4,331,474
8
Enter qualifying distributions from Part XII, line 4,.............
8
4,187,831
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 1 354,286
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........................... 3 354,286
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- ..... 5 354,286
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 650,000
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 80,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 730,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 11,422
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 10 364,292
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet364,292 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)
    bulletNY
    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 ofbulletL IPPOLITO PAUL WEISS ET AL Telephone no.bullet (212) 373-3000

    Located atbullet1285 AVE OF THE AMERICASNEW YORKNY ZIP+4bullet10019
    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
     
     
    ........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
     
     
    .........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
     
     
    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
    LAURI LEVITT FRIEDLAND PRESIDENT
    4.00     		35,000 0 0
    C/O PAUL WEISS 1285 6TH AVENUE
    NEW YORK,NY10019
    JAN KRUKOWSKI TREASURER
    4.00     		35,000 0 0
    C/O PAUL WEISS 1285 6TH AVENUE
    NEW YORK,NY10019
    BARBARA RIFKIND SECRETARY
    4.00     		26,000 0 0
    C/O PAUL WEISS 1285 6TH AVENUE
    NEW YORK,NY10019
    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
    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
    CLEARBROOK INVESTMENT CONSULTING LLC INVESTMENT SERVICES 87,583
    152 WEST 57TH STREET
    NEW YORK,NY10019
    PAUL WEISS ET AL LEGAL AND ADMINISTRATIVE SERVICES 79,077
    1285 AVENUE OF THE AMERICAS
    NEW YORK,NY10019
    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
    86,269,286
    b
    Average of monthly cash balances.......................
    1b
    1,127,518
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    87,396,804
    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
    87,396,804
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,310,952
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    86,085,852
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    4,304,293
    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
    4,304,293
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    354,286
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    354,286
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,950,007
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    3,950,007
    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
    3,950,007
    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
    4,187,831
    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
    4,187,831
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    4,187,831
    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 3,950,007
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    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...... 12,155
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 12,155
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 4,187,831
    a Applied to 2017, 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 2018 distributable amount..... 3,950,007
    e Remaining amount distributed out of corpus 237,824
    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 5 249,979
    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 ..........     		0
    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 ......     		249,979
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015.... 12,155
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018.... 237,824
    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
    A BETTER CHANCE AT WESTPORT
    PO BOX 2153
    WESTPORT,CT06880     		  PC GENERAL PURPOSES 5,000
    ACLU FOUNDATION
    125 BROAD STREET 18TH FLOOR
    NEW YORK,NY10004     		  PC CIVIL RIGHTS ADVOCACY/DEFENSE FOR IMMIGRANTS 50,000
    ADAPTIVE TRAINING FOUNDATION
    4125 OLD DENTON RD
    CARROLLTON,TX75010     		  PC GENERAL PURPOSES 2,500
    ALLIANCE FOR JUSTICE
    11 DUPONT CIRCLE NW
    WASHINGTON,DC20036     		  PC GENERAL PURPOSES 75,000
    AMERICAN FOUNDATION FOR THE BLIND
    1401 SOUTH CLARK STREET SUITE 730
    ARLINGTON,VA22202     		  PC GENERAL OPERATING SUPPORT 40,000
    ATLANTIC CLASSICAL ORCHESTRA
    141 NORTH US HIGHWAY 1
    FORT PIERCE,FL34950     		  PC GENERAL PURPOSES 5,000
    BARD COLLEGE
    PO BOX 5000
    ANNANDALEONHUDSON,NY125045000     		  PC SUPPORT COLLEGE PROGRAMS FOR PRISONERS 10,000
    BAY STREET THEATRE
    PO BOX 810
    SAG HARBOR,NY11963     		  PC PLAY PRODUCTION, STAFF & OPERATING SUPPORT 125,000
    BENNINGTON COLLEGE
    1 COLLEGE DR
    BENNINGTON,VT052016001     		  PC GENERAL PURPOSES 50,000
    BLUEPATH SERVICES DOGS
    8 COUNTRY CLUB ROAD
    HOPEWELL JUNCTION,NY12533     		  PC GENERAL PURPOSES 10,000
    BOYS & GIRLS CLUBS OF MARTIN COUNTY
    11954 SE DIXIE HIGHWAY
    HOBE SOUND,FL33455     		  PC GENERAL PURPOSES 1,000
    BOYS TOWN JERUSULEM FOUNDATION OF AMERICA INC
    1 PENN PLAZA SUITE 6250
    NEW YORK,NY10119     		  PC GENERAL PURPOSES 2,000
    BROOKLYN ACADEMY OF MUSIC
    30 LAFAYETTE AVENUE
    BROOKLYN,NY112171486     		  PC GENERAL PURPOSES 1,000
    CENTER ON WRONGFUL CONVICTIONS
    375 EAST CHICAGO AVENUE
    CHICAGO,IL60611     		  PC GENERAL PURPOSES 8,000
    CENTRAL SYNAGOGUE
    123 EAST 55TH STREET
    NEW YORK,NY100223566     		  PC GENERAL PURPOSES 3,000
    CHILD ADVOCATES OF SW CONNECTICUT
    55 GREEN FARMS ROAD STE 200-6
    WESTPORT,CT06851     		  PC GENERAL PURPOSES 30,000
    CITY COLLEGE FUND
    SHEPHERD HALL 166 160 CONVENT
    AVENUE
    NEW YORK,NY10031     		  PC RIFKIND CENTER FOR THE HUMANITIES 125,000
    CITY PARKS FOUNDATION
    830 FIFTH AVENUE ROOM 280
    NEW YORK,NY10065     		  PC TOWARD THE ONE YEAR SALARY FOR GARDENER 25,000
    CLUTCH PRODUCTIONS
    19 SEAMAN AVENUE 3M
    NEW YORK,NY10034     		  PC NEW PLAY DEVELOPMENT 45,000
    CONSERVATIVE SYNAGOGUE OF WESTPORT
    30 HILLSPOINT ROAD
    WESTPORT,CT06880     		  PC GENERAL PURPOSES 2,500
    COUNCIL OF FOREIGN RELATIONS
    58 EAST 68TH STREET
    NEW YORK,NY10065     		  PC GENERAL PURPOSES 5,000
    DOCTORS WITHOUT BORDERS
    333 7TH AVENUE 2ND FLOOR
    NEW YORK,NY100015004     		  PC GENERAL PURPOSES 50,000
    EARTH JUSTICE
    50 CALIFORNIA STREET SUITE 500
    SAN FRANCISCO,CA94111     		  PC ENVIRONMENTAL LEGAL ADVOCAY 100,000
    ENVIRONMENTAL DEFENSE FUND
    257 PARK AVENUE SOUTH
    NEW YORK,NY10010     		  PC GENERAL PURPOSES 10,000
    FILM FORUM
    209 WEST HOUSTON STREET
    NEW YORK,NY10014     		  PC GENERAL PURPOSES 35,000
    FRIENDS OF SHERWOOD ISLAND
    PO 544
    WESTPORT,CT06880     		  PC GENERAL PURPOSES 5,000
    GOATHOUSE GALLERY AND REFUGE
    680 ALTON ALSTON ROAD
    PITTSBORO,NC27312     		  PC GENERAL PURPOSES 15,000
    GUILDING EYES FOR THE BLIND
    611 GRANITE SPRINGS ROAD
    YORKTOWN HEIGHTS,NY10598     		  PC GENERAL PURPOSES 10,000
    HAMILTON COLLEGE
    198 COLLEGE HILL ROAD
    CLINTON,NY12223     		  PC ARTHUR LEVITT PUBLIC AFFAIRS CENTER 100,000
    HARVARD COLLEGE WIDENER LIBRARY
    HARVARD UNIVERSITY
    CAMBRIDGE,MA02138     		  PC GENERAL PURPOSES 5,000
    HIBISCUS CHILDREN'S FOUNDATION
    2920 SOUTH 25TH STREET
    FORT PIERCE,FL34981     		  PC GENERAL PURPOSES 30,000
    HOMES WITH HOPE INC
    49 RICHMONDVILLE AVENUE SUITE 212
    WESTPORT,CT06680     		  PC GENERAL PURPOSES 5,000
    HOSPITAL FOR SPECIAL SURGERY
    535 EAST 70TH STREET
    NEW YORK,NY10021     		  PC GENERAL PURPOSES 445,000
    HUMAN RIGHTS FIRST
    75 BROAD STREET 31ST FLOOR
    NEW YORK,NY10004     		  PC HUMAN RIGHTS ADVOCACY 50,000
    HUMAN RIGHTS WATCH
    350 FIFTH AVENUE - 34TH FLOOR
    NEW YORK,NY101183299     		  PC VISUAL & MULTIMEDIA DOCUMENTARY ON HUMAN RIGHTS ABUSES 75,000
    INDEPENDENT DIPLOMAT
    45 EAST 20TH ST 6TH FLOOR
    NEW YORK,NY10003     		  PC GENERAL PURPOSES 75,000
    LICK-WILMERDING HIGH SCHOOL
    755 OCEAN AVENUE
    SAN FRANCISCO,CA94112     		  PC FINANCIAL AID 40,000
    LINCOLN CENTER THEATRE
    150 WEST 65TH STREET
    NEW YORK,NY100236875     		  PC GENERAL PURPOSES 40,000
    MARTIN MEMORIAL FOUNDATION
    PO BOX 9010
    STUART,FL34995     		  PC GENERAL PURPOSES 450,000
    METROPOLITAN MUSEUM OF ART
    1000 FIFTH AVENUE
    NEW YORK,NY100280198     		  PC GENERAL PURPOSES 15,000
    NATIONAL CENTER FOR LAW AND ECONOMIC JUSTICE
    275 SEVENTH AVENUE
    NEW YORK,NY100016708     		  PC GENERAL PURPOSES 15,000
    NATIONAL COUNCIL FOR JEWISH WOMEN PENINSULA SECTION
    342 CENTRAL AVENUE
    LAWRENCE,NY11559     		  PC GENERAL PURPOSES 2,000
    NATIONAL MULTIPLE SCLEROSIS SOCIETY
    733 THIRD AVENUE 3RD FLOOR
    NEW YORK,NY10017     		  PC GENERAL PURPOSES 205,000
    NATIONAL PUBLIC RADIO WSHU
    5151 PARK AVENUE
    FAIRFIELD,CT06825     		  PC NPR STATION PROGRAMMING 20,000
    NATURAL RESOURCE DEFENSE COUNCIL
    40 WEST 20TH STREET
    NEW YORK,NY10011     		  PC GENERAL PURPOSES 40,000
    NEW YORK PRESBYTERIAN HOSPITAL
    DEVELOPMENT BOX 123 525 EAST 68TH
    STREET
    NEW YORK,NY10021     		  PC FUND THE MEDICINE 60,000
    NEW YORK SOCIETY LIBRARY
    53 EAST 79TH STREET
    NEW YORK,NY10021     		  PC GENERAL PURPOSES 20,000
    NEW YORK UNIVERSITY
    25 WEST 4TH STREET ROOM 326
    NEW YORK,NY10012     		  PC DATA ANALYTICS SCHOLARS PROGRAMS 75,000
    NYU SCHOLARS AT RISK
    194 MERCER STREET - ROOM 410
    NEW YORK,NY10012     		  PC GENERAL PURPOSES 100,000
    NYU SHANGHAI
    25 WEST 4TH STREET ROOM 201A
    NEW YORK,NY10012     		  PC NEUROECONOMICS RESEARCH 100,000
    NYU STERN SCHOOL OF BUSINESS
    44 WEST FOURTH STREET
    NEW YORK,NY10012     		  PC GENERAL OPERATING SUPPORT 30,000
    PEOPLE FOR THE AMERICAN WAY FOUNDATION
    1101 15TH STREET NW SUITE 600
    WASHINGTON,DC20005     		  PC GENERAL PURPOSES 100,000
    PLANNED PARENTHOOD FEDERATION OF AMERICA
    123 WILLIAM STREET 10TH FLOOR
    NEW YORK,NY10038     		  PC GENERAL PURPOSES 10,000
    PRIMARY STAGES
    307 WEST 38TH STREET
    NEW YORK,NY10018     		  PC TEENWRIGHTS PROGRAM 45,000
    PROMISE PROJECT
    121 AVENUE OF THE AMERICAS
    NEW YORK,NY10013     		  PC GENERAL OPERATING GRANT 10,000
    QUEENS COLLEGE - AARON COPLAND SCHOOL
    MUSIC BUILDING 203 65-30 KISSENA
    BLVD
    FLUSHING,NY113671597     		  PC SIR ROLAND HANNA MEMORIAL SCHOLARSHIP FUND 15,000
    RETT SYNDROME RESEARCH TRUST
    67 UNDER CLIFF ROAD
    TRUMBULL,CT06611     		  PC SUPPORT AND STIMULATE NEW RESEARCH STRATEGIES 30,000
    SAVE THE SOUND
    900 CHAPEL STREET UPPER MEZZANINE
    NEW HAVEN,CT06510     		  PC GENERAL PURPOSES 5,000
    SCIENCE FRIDAY INITIATIVE
    19 WEST 44TH STREET SUITE 412
    NEW YORK,NY10036     		  PC SUPPORT PROGRAMMING & EDUCATIONAL RESEARCH 30,000
    SEC HISTORICAL SOCIETY
    1101 PENNSYLVANIA AVENUE NW SUITE
    600
    WASHINGTON,DC20004     		  PC GENERAL PURPOSES 1,000
    SHEN WEI DANCE ARTS
    165 WEST 86TH STREET
    NEW YORK,NY10024     		  PC GENERAL PURPOSES 30,000
    SMITH COLLEGE
    33 ELM STREET
    NORTHAMPTON,MA01063     		  PC GENERAL OPERATING SUPPORT OF THE COLLEGE PROGRAMS 50,000
    ST JOSEPH'S COLLEGE
    1 TERRY STREET SUITE 2
    PATCHOGUE,NY11772     		  PC SUPPORT NURSING PROGRAM 30,000
    STONY BROOK CHILDRENS HOSPITAL
    HSC LEVEL 4 ROOM 172
    STONY BROOK,NY117948430     		  PC SUMMER CAMP FOR CHILDREN WITH MS 25,000
    STUDENT ADVOCACY INC
    3 WEST MAIN STREET
    ELMSFORD,NY10523     		  PC GENERAL PURPOSES 1,000
    TEACHERS COLLEGE OF COLUMBIA UNIVERSITY
    525 WEST 120TH STREET BOX 306
    NEW YORK,NY10027     		  PC SCIENCE EDUCATION SCHOLARSHIP FUND 50,000
    TEMPLE BEIT HA YAM
    951 SE MONTEREY COMMONS BOULEVARD
    STUART,FL34996     		  PC GENERAL PURPOSES 5,000
    TERRANOVA COLLECTIVE
    565 NORTH MADISON STREET
    MARSHALL,MI49068     		  PC SUPPORT DEVELOPMENT OF INNOVATIVE THEATRE 55,000
    TEXAS CHILDREN'S HOSPITAL
    1919 S BRAESWOOD SUITE 5214
    HOUSTON,TX77030     		  PC GENERAL PURPOSES 60,000
    THE 24 HOUR COMPANY
    151 BANK STREET ROOM 107
    NEW YORK,NY10014     		  PC WORLD PREMIERE PRODUCTION 42,000
    THE FIELD
    75 MAIDEN LANE SUITE 906
    NEW YORK,NY10038     		  PC GENERAL OPERATING SUPPORT 10,000
    THE FLORIDA OCEANOGRAPHIC SOCIETY
    890 NE OCEAN BLVD
    STUART,FL34996     		  PC GENERAL PURPOSES 5,000
    THE MARSHAL PROJECT
    156 W 56TH ST STE 701
    NEW YORK,NY10019     		  PC SUPPORT INVESTIGATIVE & CONTEXTUAL JOURNALISM ABOUT US CRIME 40,000
    THE METROPOLITAN OPERA ASSOCIATION
    LINCOLN CENTER
    NEW YORK,NY10023     		  PC GENERAL PURPOSES 10,000
    THE NATURE CONSERVANCY
    4245 N FAIRFAX DRIVE STE 100
    ARLINGTON,VA222031606     		  PC GENERAL PURPOSES 5,000
    THE NEW YORK PUBLIC LIBRARY
    FIFTH AVENUE AND 42ND STREET ROOM
    210
    NEW YORK,NY100182788     		  PC GENERAL PURPOSES 75,000
    THE RAND CORPORATION
    1776 MAIN STREET PO 2138
    SANTA MONICA,CA904072138     		  PC GENERAL PURPOSES 5,000
    THE SAMUEL WAXMAN CANCER RESEARCH FOUNDATION
    420 LEXINGTON AVENUE SUITE 825
    NEW YORK,NY10170     		  PC GENERAL PURPOSES 5,000
    THE TRUSTEES OF RESERVATIONS
    200 HIGH STREET 4TH FLOOR
    BOSTON,MA02110     		  PC 25K PRES. CIRCLE, 25K PROP. 50K LAND ACQUISITION 100,000
    THEATRE FOR A NEW AUDIENCE
    154 CHRISTOPHER STREET STE 3D
    NEW YORK,NY10014     		  PC GENERAL OPERATING SUPPORT 40,000
    UNITED WAY OF LONG ISLAND
    819 GRAND BOULEVARD
    DEER PARK,NY11729     		  PC YOUTHBUILD LONG ISLAND YOUTH PROGRAM 10,000
    VERA INSTITUTE OF JUSTICE
    233 BROADWAY 12TH FLOOR
    NEW YORK,NY102791299     		  PC ENSURE LEGAL COUNCEL FOR UNDOCUMENTED IMMIGRANTS 45,000
    VICTIMS INFORMATION BUREAU OF SUFFOLK
    PO BOX 346
    CENTRAL ISLIP,NY11722     		  PC GENERAL OPERATING SUPPORT 15,000
    VILLGE HOUSE THEATER
    77 BARROW STREET APT RE
    NEW YORK,NY10014     		  PC GENERAL PURPOSES 15,000
    WEILL MEDICAL COLLEGE OF CORNELL UNIVERSITY
    1300 YORK AVENUE - RM LC-401
    NEW YORK,NY10021     		  PC DR. ARLEEN RIFKIND LAB FELLOWSHIP 60,000
    WESTPORT COUNTRY PLAYHOUSE
    25 POWERS COURT
    WESTPORT,CT06880     		  PC GENERAL PURPOSES 20,000
    WESTPORT LIBRARY ASSOCIATION
    20 JESUP ROAD
    WESTPORT,CT06880     		  PC GENERAL PURPOSES 14,000
    WESTPORT TEMPLE ISRAEL
    14 COLEYTOWN ROAD
    WESTPORT,CT06880     		  PC GENERAL PURPOSES 10,000
    WILLIAMS COLLEGE
    75 PARK STREET MEARS WEST ROOM 201
    WILLIAMSTOWN,MA01267     		  PC GENERAL PURPOSES 85,000
    Total .................................bullet 3a 4,005,000
    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 2,193,185  
    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.....     14 14,772  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 15,681,545  
    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 17,889,502 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    17,889,502
    (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
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    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    RSM US LLP 16,000 8,000   8,000

    TY 2018 InvestmentsOtherSchedule2
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    38,602 SHRS OF BLACKROCK EXTENDED EQUITY MARKET FUND B AT COST 5,506,202 15,689,987
    235 SHRS OF BLACKROCK MONEY MARKET FUND B AT COST 235 235
    1,520,982 SHRS OF BAIRD SHORT TERM BOND-INSTITUTIONAL AT COST 14,724,146 14,829,575
    525,872 SHRS OF CALVERT INTERNATIONAL RESP INDEX FUND I AT COST 12,233,630 12,168,682
    459,543 SHRS OF DIMENSIONAL EMERGING MARKETS SOCIAL CORE EQUITY PORTFOLIO AT COST 6,708,728 6,249,783
    443,191 SHRS OF FRANKLIN K2 ALTERNATIVE STRATEGIES AT COST 4,945,403 5,114,420
    474,295 SHRS OF METWEST TOTAL RETURN BOND FUND CLASS I AT COST 5,138,593 5,169,810
    894,646 SHRS OF VANGUARD FTSE SOCIAL INDEX INST AT COST 16,578,369 17,552,962
    12.65% OWNERSHIP OF FARALLON CAPITAL F5 INVESTORS I, LP AT COST 5,587,013 5,587,013
    02.03% OWNERSHIP OF HAMILTON LANE PRIVATE EQUITY OFFSHORE FUND VI L.P. AT COST 1,642,519 1,575,286
    03.44% OWNERSHIP OF KKR CORPORATE CREDIT PARTNERS L.P. CLASS A AT COST 15,296 15,816
    01.48% OWNERSHIP OF HANCOCK TIMBERLAND IX INC. AT COST 4,554,433 3,127,247

    TY 2018 LegalFeesSchedule
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAUL WEISS ET AL. 7,908 0   7,908


    TY 2018 OtherExpensesSchedule
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATIVE FEE 71,169 14,234   56,935
    FILING FEE 1,500 0   1,500
    OTHER EXPENSES 39,610 7,922   31,688


    TY 2018 OtherIncomeSchedule2
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INCOME - BLACKROCK 3,789 3,789 3,789
    OTHER INCOME - KKR 10,983 10,983 10,983


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BLACK ROCK INVESTMENTS 2,583 2,583   0
    HAMILTON LANE PRIVATE EQUITY OFFSHORE FUND 35,690 35,690   0
    CLEARBROOK INVESTMENT CONSULTING LLC 87,583 87,583   0


    TY 2018 TaxesSchedule
    Name:
    THE WINSTON FOUNDATION INC
     
    C/O L IPPOLITO (PAUL WEISS ET AL)
    EIN:
    13-6161672
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 238,083 0   0