Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2010
For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010
G
Check all that apply:
Name of foundation
Westwind Foundation
 

Number and street (or P.O. box number if mail is not delivered to street address)c/o WWM 232 East High Street   Room/suite
City or town, state, and ZIP code
Charlottesville, VA22902
A Employer identification number

52-6358830
B Telephone number (see page 10 of the instructions)

(434) 977-5762
C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$54,043,325J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the 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 189 189  
4 Dividends and interest from securities...... 265,145 265,145  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,787,856
b Gross sales price for all assets on line 6a 25,206,825
7 Capital gain net income (from Part IV, line 2)... 1,787,856
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 91 91  
12 Total. Add lines 1 through 11........ 2,053,281 2,053,281  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 2,190 2,190   0
b Accounting fees (attach schedule)....... Click to see attachment 3,433 3,433   0
c Other professional fees (attach schedule).... Click to see attachment 54,001 54,001   0
17 Interest............... 66 66   0
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 1,489 1,489   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 178 0   0
21 Travel, conferences, and meetings....... 90,407 0   0
22 Printing and publications.......... 5,022 0   0
23 Other expenses (attach schedule)....... Click to see attachment 33,626 20,437   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 190,412 81,616   0
25 Contributions, gifts, grants paid........ 3,499,007 3,499,007
26 Total expenses and disbursements. Add lines 24 and 25 3,689,419 81,616   3,499,007
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,636,138
b Net investment income (if negative, enter -0-) 1,971,665
c Adjusted net income (if negative, enter -0-)...  
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2010)
Form 990-PF (2010)
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.......... 49,398,907 51,142,483 51,238,996
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 page 15 of the
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)........ 84,000 Click to see attachment84,000 125,800
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)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment4,439,017 Click to see attachment2,678,529 Click to see attachment2,678,529
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 53,921,924 53,905,012 54,043,325
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 1,015,783 1,015,783
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 52,906,141 52,889,229
30 Total net assets or fund balances (see page 17 of the
instructions).................... 53,921,924 53,905,012
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 53,921,924 53,905,012
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 53,921,924
2 Enter amount from Part I, line 27a...................... 2 -1,636,138
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,622,202
4 Add lines 1, 2, and 3.......................... 4 53,907,988
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 2,976
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.. 6 53,905,012
Form 990-PF (2010)
Form 990-PF (2010)
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 294,202,463 JAPANESE YEN P 2010-03-15 2010-10-18
b 4,478.79 EURO P 2010-03-15 2010-10-18
c 221,250 PROSHARES ULTRASHORT QQQ ETF P 2010-04-17 2010-05-21
d 20,000 SHS ZIONS BANCORP P 2010-01-10 2010-04-15
e 40,000 ISHARES BARCLAYS 20+ YR TREASURY BOND FUND P 2010-01-10 2010-05-14
31,500 PROSHARES ULTRASHORT S&P500 ETF P 2010-03-15 2010-05-18
19 SHS BERSHIRE HATHAWAY INC. CL-A HOLDING CO P 2010-03-15 2010-06-18
36,200 SPDR S&P 500 ETF TRUST SDDR P 2010-01-01 2010-10-15
35,000 ISHARES TR S & P VALUE INDEX FD P 2010-01-06 2010-04-05
30,000 ISHARES TR S&P SMALLCAP 600 VALUE P 2010-04-05 2010-10-04
8,100 ISHARE TR S&P 500 GROWTH INDEX FD P 2010-04-05 2010-01-06
8,600 ISHARE TR S&P 500 VALUE INDEX FD P 2010-10-04 2010-04-05
5,445 ISHARES TR S&P MIDCAP 400 GROWTH INDEX FD P 2010-10-04 2010-10-04
7,662 ISHARES TR S&P SMALLCAP 600 VALUE INDEX FD P 2010-04-05 2010-10-04
KERRY ASSOCIATES - PASSTHROUGH P    
PENNELL VENTURE MARATHON LP - PASSTHROUGH 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 3,487,901   2,684,815 803,086
b 6,262   5,762 500
c 4,133,780   3,892,571 241,209
d 524,697   261,364 263,333
e 3,800,455   3,753,698 46,757
1,029,836   999,119 30,717
2,265,871   2,033,233 232,638
4,193,898   3,998,576 195,322
2,005,650   1,901,741 103,909
1,843,020   1,971,767 -128,747
476,361   493,139 -16,778
492,825   465,163 27,662
473,472   475,544 -2,072
472,797   503,589 -30,792
      28,894
      -7,782
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       803,086
b       500
c       241,209
d       263,333
e       46,757
      30,717
      232,638
      195,322
      103,909
      -128,747
      -16,778
      27,662
      -2,072
      -30,792
      28,894
      -7,782
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 1,787,856
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 pages 13 and 17 of the instructions).
If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2009 3,203,415 54,470,275 0.058810
2008 2,895,985 55,395,391 0.052278
2007 2,484,955 40,886,616 0.060777
2006 2,337,199 29,152,891 0.080170
2005 2,092,661 13,823,828 0.151381
2 Total of line 1, column (d) ...................... 2 0.403416
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.080683
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 27,668,550
5 Multiply line 4 by line 3....................... 5 2,232,382
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 19,717
7 Add lines 5 and 6......................... 7 2,252,099
8 Enter qualifying distributions from Part XII, line 4.............. 8 3,499,007
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 on page 18.
Form 990-PF (2010)
Form 990-PF (2010)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 19,717
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 19,717
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 19,717
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 2,976
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 2,976
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 16,741
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet   Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bulletDC
    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 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on
    page 27)? If “Yes,” complete Part XIV...........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletwww.westwindfoundation.org
    14
    The books are in care ofbulletEdward M Miller Telephone no.bullet (434) 977-5762
    Located atbulletc/o WWM 232 East High StreetCharlottesvilleVA ZIP+4bullet22902
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2010?.............
    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 2010, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2010?...............
    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 page 20 of the 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 2010 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 2010.)....................
    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 2010?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the 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 page 22 of the instructions)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
    EDWARD M MILLER TRUSTEE
    0.00     		0 0 0
    ROSEMONT FARM
    CHARLOTTESVILLE,VA22903
    JANET H MILLER TRUSTEE
    0.00     		0 0 0
    ROSEMONT FARM
    CHARLOTTESVILLE,VA22903
    2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions).
    If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see page 23 of the instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the 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
    10,669,537
    b
    Average of monthly cash balances.......................
    1b
    17,420,361
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    28,089,898
    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
    28,089,898
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    421,348
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    27,668,550
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    1,383,428
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,383,428
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    19,717
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    19,717
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,363,711
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4.............................
    5
    1,363,711
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1.................................
    7
    1,363,711
    Part XII
    Qualifying Distributions (see page 25 of the 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
    3,499,007
    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
    3,499,007
    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 page 26 of the instructions)............
    5
    19,717
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    3,479,290
    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 (2010)
    Form 990-PF (2010)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2009     		(c)
    2009     		(d)
    2010
    1 Distributable amount for 2010 from Part XI, line 7 1,363,711
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2010:
    a From 2005....... 1,418,548
    b From 2006....... 895,394
    c From 2007....... 476,540
    d From 2008....... 143,796
    e From 2009....... 482,877
    fTotal of lines 3a through e......... 3,417,155
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 3,499,007
    a Applied to 2009, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		 0
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		0
    d Applied to 2010 distributable amount..... 1,363,711
    e Remaining amount distributed out of corpus 2,135,296
    5 Excess distributions carryover applied to 2010. 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 5,552,451
    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 page 27 of the instructions ...     		0
    e Undistributed income for 2009. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		0
    f Undistributed income for 2010. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		0
    8Excess distributions carryover from 2005 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		1,418,548
    9Excess distributions carryover to 2011.
    Subtract lines 7 and 8 from line 6a ......     		4,133,903
    10 Analysis of line 9:
    a Excess from 2006.... 895,394
    b Excess from 2007.... 476,540
    c Excess from 2008.... 143,796
    d Excess from 2009.... 482,877
    e Excess from 2010.... 2,135,296
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 9
    Part XIV
    Private Operating Foundations (see page 27 of the 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 2010, 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) 2010 (b) 2009 (c) 2008 (d) 2007
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see page 27 of the 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).)
    EDWARD M MILLER
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ADVOCATES FOR A SUSTAINABLE ALBEMARLE POPULATION
    3570 BRINNINGTON ROAD
    CHARLOTTESVILLE,VA22901     		    TO FUND OPERATING NEEDS 1,000
    ADVOCATES FOR YOUTH
    2000 M STREET NW SUITE 750
    WASHINGTON,DC20036     		    TO FUND OPERATING NEEDS 140,000
    ALASKA CONSERVATION ALLIANCE
    810 N STREET SUITE 203
    ANCHORAGE,AK99501     		    TO FUND OPERATING NEEDS 15,000
    ALASKA CONSERVATION FOUNDATION
    441 WEST 5TH AVE SUITE 402
    ANCHORAGE,AK99501     		    TO FUND OPERATING NEEDS 15,000
    ALASKA WILDLIFE ALLIANCE
    PO BOX 202022
    ANCHORAGE,AK99520     		    TO FUND OPERATING NEEDS 7,500
    AMERICAN CHESTNUT FOUNDATION
    160 ZILLICOA STREET SUITE D
    ASHEVILLE,NC28801     		    TO FUND OPERATING NEEDS 5,000
    ANSWER
    41 GORDON ROAD SUITE C
    PISCATAWAY,NJ08854     		    TO FUND OPERATING NEEDS 45,000
    APPALACHIAN VOICES
    191 HOWARD STREET
    BOONE,NC28607     		    TO FUND OPERATING NEEDS 60,000
    BERKSHIRE TACONIC COMMUNITY FOUNDATION
    271 MAIN STREET SUITE 3
    GREAT BARRINGTON,MA01230     		    TO FUND OPERATING NEEDS 10,000
    BOYS & GIRLS CLUB OF CHARLOTTESVILLEALBEMARLE
    PO BOX 707
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 313,500
    BUILDING GOODNESS FOUNDATION
    PO BOX 4325
    CHARLOTTESVILLE,VA22905     		    TO FUND OPERATING NEEDS 10,000
    CATHOLICS FOR CHOICE
    1436 U ST NW 301
    WASHINGTON,DC200093988     		    TO FUND OPERATING NEEDS 40,000
    CENTER FOR CLIMATE STRATEGIES INC (CCS)
    1899 L STREET NW SUITE 900
    WASHINGTON,DC20036     		    TO FUND OPERATING NEEDS 40,000
    CENTER FOR INTERNATIONAL ENVIRONMENTAL LAW
    1350 CONNECTICUT AVE NW SUITE 1100
    WASHINGTON,DC20036     		    TO FUND OPERATING NEEDS 65,000
    CENTER FOR REPRODUCTIVE RIGHTS
    120 WALL STREET
    NEW YORK,NY10005     		    TO FUND OPERATING NEEDS 100,000
    CERES
    99 CHAUNCY ST SIXTH FL
    BOSTON,MA02111     		    TO FUND OPERATING NEEDS 50,000
    CHARLES E THOMAS LIBRARY
    801 NORTH OCEAN BLVD NUMBER 5
    DELRAY BEACH,FL33483     		    TO FUND OPERATING NEEDS 100
    CHARLOTTESVILLE AREA COMMUNITY FOUNDATION
    PO BOX 1767
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 7,000
    CHARLOTTESVILLE FREE CLINIC
    1138 ROSE HILL DRIVE SUITE 200
    CHARLOTTESVILLE,VA22903     		    TO FUND OPERATING NEEDS 2,000
    CHESAPEAKE BAY FOUNDATION INC
    1108 EAST MAIN STREET
    RICHMOND,VA23219     		    TO FUND OPERATING NEEDS 15,000
    CHESAPEAKE CLIMATE ACTION NETWORK
    PO BOX 11138
    TAKOMA PARK,MD20912     		    TO FUND OPERATING NEEDS 140,000
    COASTAL MOUNTAINS LAND TRUST
    101 MOUNT BATTIE STREET
    CAMDEN,ME048431519     		    TO FUND OPERATING NEEDS 6,000
    CONSULTATIVE GROUP ON BIOLOGICAL DIVERSITY
    PRESIDIO BUILDING 1016 PO BOX 29361
    SAN FRANCISCO,CA94129     		    TO FUND OPERATING NEEDS 3,500
    CROZET VOLUNTEER FIRE DEPARTMENT
    PO BOX 373
    CROZET,VA22932     		    TO FUND OPERATING NEEDS 500
    DOCTORS WITHOUT BORDERS
    333 SEVENTH AVENUE 2ND FLOOR
    NEW YORK,NY10001     		    TO FUND OPERATING NEEDS 10,000
    EARTHJUSTICE
    426 17TH STREET SUITE 600
    OAKLAND,CA946122820     		    TO FUND OPERATING NEEDS 35,000
    ELK HILL
    PO BOX 99
    GOOCHLAND,VA23063     		    TO FUND OPERATING NEEDS 1,000
    ENVIRONMENTAL GRANTMAKERS ASSOCIATION
    55 EXCHANGE PLACE SUITE 405
    NEW YORK,NY10005     		    TO FUND OPERATING NEEDS 1,690
    ETHEL WALKER SCHOOL
    230 BUSHY HILL ROAD
    SIMSBURY,CT06070     		    TO FUND OPERATING NEEDS 500
    FEMINIST MAJORITY FOUNDATION
    1600 WILSON BLVD SUITE 801
    ARLINGTON,VA22209     		    TO FUND OPERATING NEEDS 40,000
    FORESTETHICS
    1 HAIGHT ST
    SAN FRANCISCO,CA941025801     		    TO FUND OPERATING NEEDS 100,000
    FUNDERS NETWORK ON POPULATION REPRODUCTIVE HEALTH AND RIGHTS
    PO BOX 750
    ROCKVILLE,MD20848     		    TO FUND OPERATING NEEDS 11,725
    GLOBAL GREENGRANTS FUND
    2840 WILDERNESS PLACE SUITE A
    BOULDER,CO803015414     		    TO FUND OPERATING NEEDS 75,000
    GREEN VALE SCHOOL
    250 VALENTINES LANE
    GLEN HEAD,NY115452523     		    TO FUND OPERATING NEEDS 500
    GREENPEACE FUND INC
    702 H ST NW SUITE 300
    WASHINGTON,DC200013734     		    TO FUND OPERATING NEEDS 50,000
    GRIST MAGAZINE INC
    710 SECOND AVENUE SUITE 860
    SEATTLE,WA98104     		    TO FUND OPERATING NEEDS 10,000
    GULF OF MAINE RESEARCH INSTITUTE
    350 COMMERCIAL ST
    PORTLAND,ME041014618     		    TO FUND OPERATING NEEDS 5,000
    HABITAT FOR HUMANITY
    PO BOX 7305
    CHARLOTTESVILLE,VA22906     		    TO FUND OPERATING NEEDS 5,000
    HARVARD BUSINESS SCHOOL
    SOLDIERS FIELD
    BOSTON,MA02163     		    TO FUND OPERATING NEEDS 15,000
    HARVARD GRADUATE SCHOOL OF EDUCATION
    101 LONGFELLOW HALL APPIAN WAY
    CAMBRIDGE,MA021383752     		    TO FUND OPERATING NEEDS 5,000
    INTERNATIONAL PLANNED PARENTHOOD FEDERATION WESTERN HEMISPHERE REGION
    120 WALL STREET 9TH FLOOR
    NEW YORK,NY10005     		    TO FUND OPERATING NEEDS 230,000
    IPAS
    300 MARKET ST SUITE 200
    CHAPEL HILL,NC275164493     		    TO FUND OPERATING NEEDS 50,000
    JACKSON LABORATORY
    600 MAIN STREET
    BAR HARBOR,ME11111     		    TO FUND OPERATING NEEDS 5,000
    JANE GOODALL INSTITUTE FOR WILDLIFE RESEARCH EDUCATION & CONSERVATION
    4245 FAIRFAX DR SUITE 600
    ARLINGTON,VA222031649     		    TO FUND OPERATING NEEDS 1,500
    KONBIT SANTECAP HAITIEN HEALTH PARTNERSHIP
    126 WILLIAM STREET
    PORTLAND,ME04103     		    TO FUND OPERATING NEEDS 5,000
    LAND TRUST ALLIANCE
    1660 l ST NW SUITE 1100
    WASHINGTON,DC20036     		    TO FUND OPERATING NEEDS 65,000
    LEHIGH UNIVERSITY
    641 TAYLOR STREET
    BETHLEHEM,PA18015     		    TO FUND OPERATING NEEDS 15,000
    LIVE ARTS
    WATER STREET
    CHARLOTTESVILLE,VA22903     		    TO FUND OPERATING NEEDS 1,000
    MAINE COAST HERITAGE TRUST
    ONE BOWDOIN MILL ISLAND SUITE 201
    TOPSHAM,ME040860000     		    TO FUND OPERATING NEEDS 20,000
    MAINE ISLAND TRAIL ASSOCIATION
    58 FORE STREET BLDG 30 3RD FLOOR
    PORTLAND,ME04101     		    TO FUND OPERATING NEEDS 1,000
    MEMORIAL SLOAN-KETTERING CANCER CENTER
    1275 YORK AVENUE
    NEW YORK,NY100216007     		    TO FUND OPERATING NEEDS 5,000
    MS CARE CENTER AT NYU
    HOSPITAL FOR JOINT DISEASES 301
    EAST 17TH ST SUITE 544
    NEW YORK,NY10003     		    TO FUND OPERATING NEEDS 5,000
    MSI-US
    PO BOX 7910
    BOULDER,CO803067900     		    TO FUND OPERATING NEEDS 185,000
    NARAL PRO-CHOICE VIRGINIA FOUNDATION
    PO BOX 1204
    ALEXANDRIA,VA22313     		    TO FUND OPERATING NEEDS 10,000
    NATIONAL AUDUBON SOCIETY
    159 SAPSUCKER WOODS ROAD
    ITHACA,NY14850     		    TO FUND OPERATING NEEDS 2,000
    NATIONAL URBAN SQUASH AND EDUCATION ASSOCIATION
    795 COLUMBUS AVE
    ROXBURY CROSSING,MA02120     		    TO FUND OPERATING NEEDS 5,000
    NATURAL RESOURCES DEFENSE COUNCIL
    40 WEST 20TH STREET 11TH FLOOR
    NEW YORK,NY100114211     		    TO FUND OPERATING NEEDS 100,000
    NORTHERN ALASKA ENVIRONMENTAL CENTER
    830 COLLEGE ROAD
    FAIRBANKS,AK997011535     		    TO FUND OPERATING NEEDS 20,000
    OUTWARD BOUND
    100 MYSTERY POINT ROAD
    GARRISON,NY105240000     		    TO FUND OPERATING NEEDS 30,000
    PACIFIC ENVIRONMENT & RESOURCES CENTER (DBA PACIFIC ENVIRONMENT)
    251 KEARNY STREET 2ND FL
    SAN FRANCISCO,CA94108     		    TO FUND OPERATING NEEDS 60,000
    PARAMOUNT THEATER
    PO BOX 2309
    CHARLOTTESVILLE,VA229022309     		    TO FUND OPERATING NEEDS 5,847
    PBS FOUNDATION
    2100 CRYSTAL DRIVE
    ARLINGTON,VA222023784     		    TO FUND OPERATING NEEDS 10,000
    PIEDMONT CASA
    PO BOX 603
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 5,000
    PINE MANOR COLLEGE
    400 HEATH STREET
    CHESTNUT HILL,MA02467     		    TO FUND OPERATING NEEDS 1,000
    PLANNED PARENTHOOD FEDERATION OF AMERICA INC
    434 WEST 33RD STREET
    NEW YORK,NY100012601     		    TO FUND OPERATING NEEDS 65,000
    PLANNED PARENTHOOD HEALTH SYSTEMS INC
    2964 HYDRAULIC ROAD
    CHARLOTTESVILLE,VA22901     		    TO FUND OPERATING NEEDS 30,000
    PORTLAND MUSEUM OF ART
    7 CONGRESS SQ
    PORTLAND,ME04101     		    TO FUND OPERATING NEEDS 5,000
    PROUTS NECK ASSOCIATION
    499 BLACK POINT ROAD
    SCARBOROUGH,ME04074     		    TO FUND OPERATING NEEDS 750
    PUBLIC HEALTH INSTITUTE
    555 12TH STREET 10TH FLOOR
    OAKLAND,CA946074046     		    TO FUND OPERATING NEEDS 100,000
    QUEENS BOTANICAL GARDEN
    43 - 50 MAIN STREET
    FLUSHING,NY11355     		    TO FUND OPERATING NEEDS 2,000
    RECORDING FOR THE BLIND AND DYSLEXIC
    1021 MILLMONT STREET
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 1,000
    RENEWABLE ENERGY ALASKA PROJECT
    308 G STREET SUITE 218
    ANCHORAGE,AK99501     		    TO FUND OPERATING NEEDS 25,000
    REPRODUCTIVE HEALTH TECHNOLOGIES PROJECT
    1020 19TH STREET NW SUITE 875
    WASHINGTON,DC20036     		    TO FUND OPERATING NEEDS 45,000
    RONALD MCDONALD HOUSE CHARITIES OF CHARLOTTESVILLE
    300 9TH STREET SW
    CHARLOTTESVILLE,VA229030840     		    TO FUND OPERATING NEEDS 2,000
    SCARBOROUGH LAND CONSERVATION TRUST
    PO BOX 1237
    SCARBOROUGH,ME040701237     		    TO FUND OPERATING NEEDS 5,000
    SEXUALITY INFORMATION COUNCIL OF THE UNITED STATES
    90 JOHN ST SUITE 704
    NEW YORK,NY10038     		    TO FUND OPERATING NEEDS 45,000
    SIERRA CLUB FOUNDATION
    85 2ND STREET SUITE 750
    SAN FRANCISCO,CA94105     		    TO FUND OPERATING NEEDS 20,000
    SKYTRUTH
    PO BOX 3283
    SHEPHERDSTOWN,WV254433283     		    TO FUND OPERATING NEEDS 40,000
    SOUTH CAROLINA COASTAL CONSERVATION LEAGUE INC
    PO BOX 1765
    CHARLESTON,SC29402     		    TO FUND OPERATING NEEDS 25,000
    SOUTHERN ALLIANCE FOR CLEAN ENERGY
    PO BOX 1842
    KNOXVILLE,TN37901     		    TO FUND OPERATING NEEDS 95,000
    SOUTHERN ENVIRONMENTAL LAW CENTER
    201 W MAIN STREET SUITE 14
    CHARLOTTESVILLE,VA229025065     		    TO FUND OPERATING NEEDS 305,000
    SPECIAL OLYMPICS MAINE
    125 JOHN ROBERTS ROAD SUITE 19
    SOUTH PORTLAND,ME04106     		    TO FUND OPERATING NEEDS 2,000
    ST JAMES EPISCOPAL CHURCH
    13 FEDERAL STREET
    BRUNSWICK,ME04011     		    TO FUND OPERATING NEEDS 200
    ST PAUL'S MEMORIAL CHURCH
    1700 UNIVERSITY AVENUE
    CHARLOTTESVILLE,VA22903     		    TO FUND OPERATING NEEDS 1,000
    STONEWALL JACKSON AREA COUNCIL (BOY SCOUTS OF AMERICA)
    PO BOX 813
    WAYNESBORO,VA22980     		    TO FUND OPERATING NEEDS 1,250
    SUSAN L CURTIS CHARITABLE FOUNDATION
    PO BOX 821
    PORTLAND,ME041040821     		    TO FUND OPERATING NEEDS 1,500
    TABOR ACADEMY
    ALUMNI HOUSE
    MARION,MA02738     		    TO FUND OPERATING NEEDS 10,000
    TEXAS A AND M UNIVERSITY
    505 GEORGE BUSH DRIVE
    COLLEGE STATION,TX77840     		    TO FUND OPERATING NEEDS 1,000
    THE COMPASS PROJECT
    170 ANDERSON STREET
    PORTLAND,ME04103     		    TO FUND OPERATING NEEDS 5,000
    THE HEALTH WAGON
    163 NUMBER TEN STREET
    CLINCHCO,VA24226     		    TO FUND OPERATING NEEDS 10,000
    THE HILL SCHOOL
    717 EAST HIGH STREET
    POTTSTOWN,PA19464     		    TO FUND OPERATING NEEDS 18,750
    THOMAS JEFFERSON FOUNDATION
    PO BOX 217
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 5,000
    TRUDEAU INSTITUTE
    154 ALGONQUIN AVENUE
    SARANAC LAKE,NY12983     		    TO FUND OPERATING NEEDS 15,000
    UNIVERSITY OF RICHMOND
    OFFICE OF ADVANCEMENT MARYLAND HALL
    CAMPUS DRIVE
    RICHMOND,VA23173     		    TO FUND OPERATING NEEDS 50,000
    UVA CANCER RESEARCH CENTER
    PO BOX
    CHARLOTTESVILLE,VA22904     		    TO FUND OPERATING NEEDS 2,000
    UVA HEALTH SYSTEM DEPARTMENT OF PEDIATRICS
    PO BOX 800386
    CHARLOTTESVILLE,VA22908     		    TO FUND OPERATING NEEDS 2,000
    UVA MILLER CENTER OF PUBLIC AFFAIRS
    PO BOX 400406
    CHARLOTTESVILLE,VA22904     		    TO FUND OPERATING NEEDS 5,000
    VIRGINIA ORGANIZING PROJECT
    703 CONCORD AVENUE
    CHARLOTTESVILLE,VA229035208     		    TO FUND OPERATING NEEDS 39,500
    WETLANDS WATCH
    PO BOX 9335
    NORFOLK,VA23505     		    TO FUND OPERATING NEEDS 25,000
    WILLIAMS COLLEGE
    75 PARK STREET
    WILLIAMSTOWN,MA012670067     		    TO FUND OPERATING NEEDS 15,000
    WILLIAMSTOWN THEATRE FESTIVAL
    PO BOX 517
    WILLIAMSTOWN,MA01267     		    TO FUND OPERATING NEEDS 5,000
    WOMEN UNITED IN PHILANTHROPY
    806 EAST HIGH STREET
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 1,000
    WVTF PUBLIC RADIONATIONAL PUBLIC RADIO
    3520 KINGSBURY LANE
    ROANOKE,VA24014     		    TO FUND OPERATING NEEDS 5,000
    AIDS FOUNDATION HOUSTON INC
    3202 WESLAYAN ANNEX
    HOUSTON,TX77027     		    TO FUND OPERATING NEEDS 500
    AMERICAN FRIENDS OF THE PARENTS CIRCLE FAMILIES FORUM
    301 E 57TH ST 4TH FL
    NEW YORK,NY10022     		    TO FUND OPERATING NEEDS 5,000
    AMERICAN HEART ASSOCIATION INC
    7272 GREENVILLE AVE
    DALLAS,TX75231     		    TO FUND OPERATING NEEDS 500
    AMERICAN DIABETES ASSOCIATION INC
    1701 N BEAUREGARD STREET
    ALEXANDRIA,VA22311     		    TO FUND OPERATING NEEDS 250
    COMMUNITY ACCESS INC
    2 WASHINGTON STREET 9TH FL
    NEW YORK,NY10004     		    TO FUND OPERATING NEEDS 500
    CENTER FOR NONPROFIT EXCELLENCE
    PO BOX 5652
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 1,445
    ISLAND PRESS
    1718 CONNECTICUT AVENUE NW STE 300
    WASHINGTON,DC20009     		    TO FUND OPERATING NEEDS 10,000
    LOCAL FOOD HUB
    PO BOX 4647
    CHARLOTTESVILLE,VA22905     		    TO FUND OPERATING NEEDS 5,000
    NATIONAL MULTIPLE SCLEROSIS SOCIETY
    101-A FIRST AVENUE NO 6
    WALTHAM,MA02451     		    TO FUND OPERATING NEEDS 1,000
    PUBLIC EDUCATION FUND OF CHARLOTTESVILLE-ALBEMARLE INC
    PO BOX 175
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 500
    PLANNED PARENTGOOD LEAGUE OF MASSACHUSETTS INC
    1055 COMMONWEALTH AVENUE
    BOSTON,MA02215     		    TO FUND OPERATING NEEDS 5,000
    POPULATION MEDIA CENTER
    PO BOX 547
    SHELBURNE,VT05482     		    TO FUND OPERATING NEEDS 50,000
    POUND RIDGE LAND CONSERVANCY
    130 OLD STONEHILL RD
    POUND RIDGE,NY10576     		    TO FUND OPERATING NEEDS 5,000
    SHENANDOAH NATIONAL PARK TRUST
    414 E MARKET ST STE D
    CHARLOTTESVILLE,VA22902     		    TO FUND OPERATING NEEDS 6,000
    THE ST FRANCIS HOSPITAL FOUNDATION INC
    100 PORT WASHINGTON BLVD
    ROSLYN,NY11576     		    TO FUND OPERATING NEEDS 10,000
    VIRGINIA CONSERVATION NETWORK
    422 E FRANKLIN ST STE 303
    RICHMOND,VA23219     		    TO FUND OPERATING NEEDS 10,000
    WEST COAST ENVIRONMENTAL LAW RESEARCH FOUNDATION
    200 - 2006 WEST 10TH AVENUE
    VANCOUVER,BRITISH COLUMBIAV6J 2B3
    CA     		    TO FUND OPERATING NEEDS 45,000
    RECTOR & VISITOSR OF THE UNIVERSITY OF VIRGINIA
    914 EMMET ST N
    CHARLOTTESVILLE,VA22903     		    TO FUND OPERATING NEEDS 7,500
    RIVANNA COMMUNITY CHURCH
    PO BOX 587
    RUCKERSVILLE,VA22903     		    TO FUND OPERATING NEEDS 5,000
    CHILDREN'S ORGANIZATION OF SOUTHEAST ASIA
    1006 OLD HOLCOMB BRIDGE RD
    ROSWELL,GA30076     		    TO FUND OPERATING NEEDS 1,000
    LENOX HILL NEIGHBORHOOD HOUSE INC
    331 EAST 70TH STREET
    NEW YORK,NY10021     		    TO FUND OPERATING NEEDS 5,000
    Total .................................bullet 3a 3,499,007
    bApproved for future payment
    Total ..................................bullet 3b 0
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the 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....          
    3Interest on savings and temporary cash investments     01 189  
    4 Dividends and interest from securities....     01 265,145  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....     01 91  
    8Gain or (loss) from sales of assets other than inventory         1,787,856
    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).. 0 265,425 1,787,856
    13Total. Add line 12, columns (b), (d), and (e)...................
    132,053,281
    (See worksheet in line 13 instructions on page 28 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 organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    8 Capital gains/losses generated by the Foundation
    7 Fair Fund Distribution
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2010)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2010 AccountingFeesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Accounting Fees 3,433 3,433   0

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Virginia National Bank 84,000 125,800

    TY 2010 LegalFeesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Legal & Professional Fees 2,190 2,190   0


    TY 2010 OtherAssetsSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Pennell Venture Partners 17,829 10,012 10,012
    Tall Oaks 237,547 228,149 228,149
    Pennell Venture Marathon II 267,737 262,464 262,464
    Kerry Associates 3,790,904 2,052,904 2,052,904
    Vibe Agent 125,000 125,000 125,000


    TY 2010 OtherDecreasesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Description Amount
    FEDERAL TAX PAID 2,976


    TY 2010 OtherExpensesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Publication/Electronic Filing Fees 158 0   0
    Pass Through Expenses 11,154 11,154   0
    Investment Expenses 8,189 8,189   0
    Professional Society Dues 6,915 0   0
    Bank Charges 166 166   0
    Business Gifts 134 134   0
    Entertainment 5,684 0   0
    Office Supplies 794 794   0
    Local Parking 432 0   0


    TY 2010 OtherIncomeSchedule2
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Fair Fund 91 91 91


    TY 2010 OtherIncreasesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Description Amount
    FEDERAL TAX REFUND 11,632
    UNREALIZED GAINS 1,610,570


    TY 2010 OtherProfessionalFeesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Kerry Associates - Inv. Fees 54,001 54,001   0


    TY 2010 TaxesSchedule
    Name:
    Westwind Foundation
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign Tax Paid 1,489 1,489   0