Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
GARY AND MARY WEST FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)5796 ARMADA DRIVE NO 300   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CARLSBAD, CA92008
A Employer identification number

47-0793015
B Telephone number (see instructions)

(760) 602-0195
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$158,077,911J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 5,969,127 5,969,127  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,146,768
b Gross sales price for all assets on line 6a 45,105,510
7 Capital gain net income (from Part IV, line 2)... 1,146,768
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 979,997 979,997 0
12 Total. Add lines 1 through 11........ 8,095,892 8,095,892 0
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 351,118 33,683 0 321,291
14 Other employee salaries and wages...... 433,724 170,144 0 249,623
15 Pension plans, employee benefits....... 130,309 33,319 0 93,011
16a Legal fees (attach schedule)......... Click to see attachment 23,835 1,437 0 22,676
b Accounting fees (attach schedule)....... Click to see attachment 32,912 27,975 0 13,051
c Other professional fees (attach schedule).... Click to see attachment 896,928 781,361 0 123,175
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 121,651 13,264 0 108,266
19 Depreciation (attach schedule) and depletion... 23,876 5,969 0
20 Occupancy.............. 99,322 24,830 0 111,147
21 Travel, conferences, and meetings....... 42,168 15,798 0 33,865
22 Printing and publications.......... 4,561 1,140 0 3,275
23 Other expenses (attach schedule)....... Click to see attachment 123,330 22,639 0 102,829
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,283,734 1,131,559 0 1,182,209
25 Contributions, gifts, grants paid........ 5,178,503 18,764,136
26 Total expenses and disbursements. Add lines 24 and 25 7,462,237 1,131,559 0 19,946,345
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 633,655
b Net investment income (if negative, enter -0-) 6,964,333
c Adjusted net income (if negative, enter -0-)... 0
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 389,029 87,114 87,114
2 Savings and temporary cash investments.......... 15,791,361 33,183,829 33,183,829
3 Accounts receivable bullet2,388
Less: allowance for doubtful accounts bullet   5,314 2,388 2,388
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........... 27,513 75,295 75,295
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 90,125,193 Click to see attachment79,777,733 79,777,733
c Investments—corporate bonds (attach schedule)........ 13,440,193 Click to see attachment7,108,183 7,108,183
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 43,736,866 Click to see attachment36,464,727 36,464,727
14 Land, buildings, and equipment: basis bullet221,452
Less: accumulated depreciation (attach schedule) bullet121,762 123,565 Click to see attachment99,690 99,690
15 Other assets (describe bullet) Click to see attachment2,501,925 Click to see attachment1,278,952 Click to see attachment1,278,952
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 166,140,959 158,077,911 158,077,911
Liabilities 17 Accounts payable and accrued expenses.......... 1,000,493 930,922
18 Grants payable................... 27,465,784 13,880,151
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment1,530,695 Click to see attachment2,935,915
23 Total liabilities (add lines 17 through 22).......... 29,996,972 17,746,988
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 136,143,987 140,330,923
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 136,143,987 140,330,923
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 166,140,959 158,077,911
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 136,143,987
2 Enter amount from Part I, line 27a..................... 2 633,655
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 3,553,281
4 Add lines 1, 2, and 3.......................... 4 140,330,923
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. 6 140,330,923
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES   2006-12-11 2013-12-31
b GS ANCHORAGE P 2010-02-12 2013-12-11
c GS LIBERTY HARBOR P 2007-06-06 2013-12-31
d GS MEZZANINE P 2007-11-30 2013-11-26
e GS MORTGAGE CREDIT P 2008-02-29 2013-06-30
CONATUS CAPITAL OVERSEAS P 2007-12-28 2013-01-01
EMERGING EUROPE P 2008-06-13 2013-11-08
ETON PARK OVERSEAS FUND P 2007-09-01 2013-12-31
FORTRESS MSR P 2012-12-20 2013-12-23
GLOBAL PARTNERS P 2007-05-01 2013-07-31
INVESCO MORTG RECOVERY P 2009-10-09 2013-12-31
MARATHON LEGACY P 2009-12-14 2013-12-30
OAKTREE PPIP CAYMAN P 2010-06-17 2013-12-23
OHA SCF PARALLEL P 2008-10-15 2013-12-23
PASSPORT MATERIAL P 2007-07-01 2013-09-01
SENATOR SIDECAR OFFSHORE P 2010-09-01 2013-10-31
SILVER POINT P 2010-09-16 2013-12-31
SKELLIG OFFSHORE P 2009-04-01 2013-03-20
VIRGO-WALNUT P 2010-12-21 2013-12-27
VOLLERO BEACH CAPITAL OFFSHORE P 2009-06-01 2013-06-30
(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 31,042,631   31,493,088 -450,457
b 220,165   220,165 0
c 148,766   288,822 -140,056
d 747,051   733,999 13,052
e 113,391   108,962 4,429
2,253,340   2,000,000 253,340
330,652   147,883 182,769
55,541   51,926 3,615
495,215   408,512 86,703
900,000   1,101,831 -201,831
107,904   85,997 21,907
1,784,837   1,500,000 284,837
340,640   197,259 143,381
674,614   589,644 84,970
17,140   31,287 -14,147
782,989   698,255 84,734
791,929   675,281 116,648
155,107   117,822 37,285
2,420,129   2,191,304 228,825
1,723,469   1,316,705 406,764
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       -450,457
b       0
c       -140,056
d       13,052
e       4,429
      253,340
      182,769
      3,615
      86,703
      -201,831
      21,907
      284,837
      143,381
      84,970
      -14,147
      84,734
      116,648
      37,285
      228,825
      406,764
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 1,146,768
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 0
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 24,344,608 169,056,931 0.144002
2011 23,956,756 182,067,286 0.131582
2010 28,011,825 198,292,916 0.141265
2009 25,711,232 200,429,596 0.128281
2008 11,896,929 231,250,031 0.051446
2 Total of line 1, column (d) ...................... 2 0.596576
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 0.119315
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 157,746,902
5 Multiply line 4 by line 3....................... 5 18,821,572
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 69,643
7 Add lines 5 and 6......................... 7 18,891,215
8 Enter qualifying distributions from Part XII, line 4.............. 8 19,946,345
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 69,643
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 69,643
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 69,643
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 114,077
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.............. 7 114,077
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 44,434
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet44,434 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA, NE
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    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 addressbulletWWW.GMWF.ORG
    14
    The books are in care ofbulletSHELLEY LYFORD Telephone no.bullet (760) 602-0195
    Located atbullet5796 ARMADA DRIVE SUITE 300CARLSBADCA ZIP+4bullet92008
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bullet  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
    Yes
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    GARY L WEST CO-CHAIRMAN
    2.00     		0 0 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    MARY E WEST CO-CHAIRMAN
    2.00     		0 0 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    ROLAND J SANTONI MANAGING DIRECTOR
    2.00     		72,704 5,280 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    SHELLEY LYFORD PRESIDENT
    10.00     		110,000 8,225 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    VIRGINIA MERRIFIELD EXEC. DIRECTOR, SECRETARY, & TREASURER
    40.00     		168,414 13,473 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    DENNIS M O'BRIEN DIRECTOR
    2.00     		0 0 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    MARC HARPER DIRECTOR
    2.00     		0 0 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    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
    MONA CHAHAL DICKERSON DIRECTOR OF ACCOUNTI
    40.00     		130,716 10,457 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    GERALDINE BRANDT STAFF ACCOUNTANT
    40.00     		105,000 8,400 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    VYAN NGUYEN PROGRAM OFFICER
    40.00     		72,744 5,820 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    LEXY HARSHMAN PROGRAM ASSOCIATE
    40.00     		69,341 5,043 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    STEPHANIE FAGAN DIRECTOR OF COMMUNIC
    7.00     		55,923 0 0
    5796 ARMADA DRIVE SUITE 300
    CARLSBAD,CA92008
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    WEST FAMILY INVESTMENTS INC INVESTMENT MANAGEMENT 776,516
    1603 ORRINGTON SUITE 810
    EVANSTON,IL60201
    WEST MANAGEMENT COMPANY INC PROFESSIONAL AND MANAGERIAL SERVICES 169,737
    10350 N TORREY PINES RD
    LA JOLLA,CA92037
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    7,887,345
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    69,643
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    69,643
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    7,817,702
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    13,570
    5
    Add lines 3 and 4............................
    5
    7,831,272
    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
    7,831,272
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 7,831,272
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009....... 4,653,284
    c From 2010....... 18,238,481
    d From 2011....... 15,081,824
    e From 2012....... 16,091,591
    fTotal of lines 3a through e......... 54,065,180
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 19,946,345
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 7,831,272
    e Remaining amount distributed out of corpus 12,115,073
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 66,180,253
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		66,180,253
    10 Analysis of line 9:
    a Excess from 2009.... 4,653,284
    b Excess from 2010.... 18,238,481
    c Excess from 2011.... 15,081,824
    d Excess from 2012.... 16,091,591
    e Excess from 2013.... 12,115,073
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    GARY L WEST
    MARY E WEST
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    CONNECT FOUNDATION
    8950 VILLA LA JOLLA DRIVE SUITE
    A124
    LA JOLLA,CA92037     		NONE PC TO SUPPORT OTTERSON LEGACY FUND DONATION THROUGH DUANE ROTH MEMORIAL. 500
    APPLIED INFORMATION MANAGEMENT INSTITUTE
    1905 HARNEY STREET SUITE 700
    OMAHA,NE68102     		NONE PC TO SUPPORT THE AIM YOUTH IN IT INITIATIVE PROJECT. 56,055
    BOY SCOUTS OF AMERICA SAN DIEGO - IMPERIAL COUNCIL
    1207 UPAS STREET
    SAN DIEGO,CA92103     		NONE PC TO SUPPORT GENERAL OPERATIONS. 1,000
    CAMP DUDLEY YMCA INC
    126 DUDLEY ROAD
    WESTPORT,NY12993     		NONE PC TO SUPPORT GENERAL OPERATIONS. 4,000
    CENTER FOR MEDICAL INTEROPERABILITY
    10350 N TORREY PINES
    LA JOLLA,CA92037     		NONE NC TO SUPPORT GENERAL START-UP OPERATIONS. 752,757
    CREIGHTON UNIVERSITY
    2500 CALIFORNIA PLAZA
    OMAHA,NE98178     		NONE PC TO SUPPORT THE ROLAND J. SANTONI SCHOLARSHIP FUND. 10,000
    CREIGHTON UNIVERSITY
    2500 CALIFORNIA PLAZA
    OMAHA,NE98178     		NONE PC TO SUPPORT THE FATHER HART SCHOLARSHIP FUND. 5,000
    CROHN'S & COLITIS FOUNDATION OF AMERICA
    POBOX 1245
    ALBERT LEA,MN560079976     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    FIRST RESPONDERS CRITICAL SUPPORT FOUNDATION
    14916 MIAMI STREET
    OMAHA,NE68116     		NONE PC TO SUPPORT THE PURCHASE OF SMOKE/CARBON MONOXIDE DETECTORS TO BE INSTALLED BY VOLUNTEERS IN THE HOMES OF SENIORS IN THE OMAHA AREA. 10,000
    GARY AND MARY WEST HEALTH POLICY CENTER INC
    1909 K STREET NW SUITE 730
    WASHINGTON,DC20006     		NONE POF TO SUPPORT GENERAL OPERATIONS. 4,932,603
    GARY AND MARY WEST WIRELESS HEALTH INSTITUTE
    10350 NORTH TORREY PINES ROAD
    LA JOLLA,CA92037     		NONE PC TO SUPPORT THE APPLIED MEDICAL RESEARCH GRANT PROJECT. 9,986,489
    GIFFORD MEDICAL CENTER
    PO BOX 2000
    RANDOLPH,VT05060     		NONE PC TO SUPPORT THE ASSISTED LIVING FACILITY. 10,000
    INVEST FOR KIDS INC
    875 NORTH MICHIGAN AVENUE SUITE
    3400
    CHICAGO,IL60611     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    JUMA VENTURES
    131 STEUART STREET SUITE 201
    SAN FRANCISCO,CA94105     		NONE PC TO SUPPPORT PATHWAYS TO ADVANCEMENT. 150,000
    LEGAL AID SOCIETY OF SAN DIEGO INC
    110 S EUCLID AVE
    SAN DIEGO,CA92114     		NONE PC TO SUPPORT THE INTERGENERATIONAL HEALTH ADVOCACY PROJECT. 100,000
    LEGAL AID SOCIETY OF SAN DIEGO INC
    110 S EUCLID AVE
    SAN DIEGO,CA92114     		NONE PC TO SUPPORT THE HEALTH ADVOCACY PROJECT AND CYBER CAFE. 53,750
    LEGAL AID SOCIETY OF SAN DIEGO INC
    110 S EUCLID AVE
    SAN DIEGO,CA92114     		NONE PC TO SUPPORT HEALTHCARE DATA COLLECTION PROJECT. 27,000
    MERRYMAKERS ASSOCIATION
    11213 DAVENPORT STREET SUITE 201
    OMAHA,NE68154     		NONE PC TO SUPPORT THE SENIOR MUSIC COORDINATION PROJECT. 10,000
    NOBLE NETWORK OF CHARTER SCHOOLS
    1 NORTH STATE STREET FLOOR 7-L
    CHICAGO,IL60622     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    NOTRE DAME HOUSING INC
    3439 STATE STREET
    OMAHA,NE68112     		NONE PC TO SUPPORT THE INTERDISCIPLINARY COORDINATION PROGRAM. 10,000
    OUTLOOK NEBRASKA INC
    4125 S 72ND STREET
    OMAHA,NE68127     		NONE PC TO SUPPORT DEVELOPMENT OF A SENIOR PROGRAM FOR THE VISUALLY IMPAIRED IN OMAHA. 10,000
    PACIFIC RIDGE SCHOOL
    6269 EL FUERTE STREET
    CARLSBAD,CA92009     		NONE PC FOR SUPPORT OF GENERAL OPERATIONS. 5,000
    PAWS'ITIVE TEAMS INC
    9225 CHESAPEAKE DR UNIT B
    SAN DIEGO,CA92123     		NONE PC TO SUPPORT THE SALARY OF THE EXECUTIVE DIRECTOR FOR FISCAL YEAR 2013. 25,000
    PLAYWRIGHTS PROJECT
    3675 RUFFIN ROAD SUITE 330
    SAN DIEGO,CA92123     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    PURPLE WAGON
    1510 SOUTH 52ND STREET
    OMAHA,NE68106     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    RAVINIA FESTIVAL ASSOCIATION
    418 SHERIDAN ROAD
    HIGHLAND PARK,IL60035     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    REBUILDING TOGETHER OMAHA
    4221 N 164TH ST
    OMAHA,NE68116     		NONE PC TO SUPPORT THE SENIOR HEALTHY AT HOME PROJECT. 170,500
    SAN DIEGO FOUNDATION
    2508 HISTORIC DECATUR RD
    SAN DIEGO,CA92106     		NONE PC TO SUPPORT THE REPLACEMENT OF THREE RETIRING K-9 UNITS. 60,750
    SAN DIEGO MUSEUM OF MAN
    1350 EL PRADO
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT A PANEL DISCUSSION LED BY CURRENT GRANTEES (CANINE COMPANIONS AND PAWS'ITIVE TEAMS). 2,500
    SAN DIEGO PUBLIC LIBRARY FOUNDATION
    820 E ST
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT THE NEW CENTRAL LIBRARY. 1,500,000
    SENIOR COMMUNITY CENTERS OF SAN DIEGO
    525 14TH STREET SUITE 200
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT THE CHALLENGE GRANT FOR GMWSWC OPERATIONS PROJECT. 235,852
    SENIOR COMMUNITY CENTERS OF SAN DIEGO
    525 14TH STREET SUITE 200
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT THE INNOVATIVE HEALTH KIOSK INTEGRATION PROJECT. 99,950
    SENIOR COMMUNITY CENTERS OF SAN DIEGO
    525 14TH STREET SUITE 200
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT THE SCC TECHNOLOGY UPGRADE INITIATIVE. 175,000
    SENIOR COMMUNITY CENTERS OF SAN DIEGO
    525 14TH STREET SUITE 200
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT THE GARY AND MARY WEST SENIOR WELLNESS CENTER OPERATIONS PROJECT. 257,000
    SENIOR COMMUNITY CENTERS OF SAN DIEGO
    525 14TH STREET SUITE 200
    SAN DIEGO,CA92101     		NONE PC TO SUPPORT THE HEALTHCARE DATA COLLECTION PROJECT. 41,000
    UNIVERSITY OF ILLINOIS FOUNDATION
    1305 WEST GREEN STREET
    URBANA,IL61801     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    UNIVERSITY OF NEBRASKA FOUNDATION
    2285 SOUTH 67TH STREET SUITE 200
    OMAHA,NE68106     		NONE PC TO SUPPORT GENERAL OPERATIONS. 2,500
    URBAN CORPS OF SAN DIEGO
    3127 JEFFERSON STREET
    SAN DIEGO,CA92110     		NONE PC TO SUPPORT GRADUATION AND INTERVIEW READINESS. 1,000
    VOLUNTEERS ASSISTING SENIORS
    1941 S 42ND ST 502
    OMAHA,NE68105     		NONE PC TO SUPPORT THE MEDICARE COUNSELING, PROPERTY TAX RELIEF, AND GUARDIAN & CONSERVATOR TRAINING PROGRAMS. 35,000
    VOLUNTEERS ASSISTING SENIORS
    1941 S 42ND ST 502
    OMAHA,NE68105     		NONE PC TO SUPPORT THE CHALLENGE GRANT FOR OFFICE RELOCATION. 20,000
    CAMPANILE FOUNDATION
    5500 CAMPANILE DRIVE
    SAN DIEGO,CA921828030     		NONE PC REFUND. -13,566
    SAN DIEGO WORKFORCE PARTNERSHIP
    3910 UNIVERSITY AVE STE 400
    SAN DIEGO,CA92105     		NONE PC REFUND. -4
    Total .................................bullet 3a 18,764,136
    bApproved for future payment
    CENTER FOR MEDICAL INTEROPERABILITY
    10350 N TORREY PINES
    LA JOLLA,CA92037     		NONE NC TO SUPPORT GENERAL START-UP OPERATIONS. 2,951,398
    GARY AND MARY WEST HEALTH POLICY CENTER INC
    1909 K STREET NW SUITE 730
    WASHINGTON,DC20006     		NONE POF TO SUPPORT GENERAL OPERATIONS. 180,000
    LEGAL AID SOCIETY OF SAN DIEGO INC
    110 S EUCLID AVE
    SAN DIEGO,CA92114     		NONE PC TO SUPPORT THE HEALTH ADVOCACY PROJECT AND CYBER CAFE AT THE GARY AND MARY WEST SENIOR WELLNESS CENTER. 161,250
    Total .................................bullet 3b 3,292,648
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 5,969,127  
    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.....     14 979,997  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 1,146,768  
    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 8,095,892 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    138,095,892
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 32,912 27,975 0 13,051

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2013 ExpenditureResponsibilityStmt
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    GARY AND MARY WEST HEALTH POLICY CENTER INC (EIN 27-5388874)
          		1909 K STREET NW SUITE 730
    WASHINGTON,DC20006     		2012-01-27 7,500,000 TO ENABLE THE GARY AND MARY WEST HEALTH POLICY CENTER (THE "POLICY CENTER") TO ACCOMPLISH ITS MISSION OF LOWERING HEALTH CARE COSTS BY DEVELOPING INNOVATIVE PATIENT-CENTERED SOLUTIONS ACCOMPLISHED BY CONDUCTING INDEPENDENT NON-PARTISAN RESEARCH AND ANALYSIS, CONVENING AND EDUCATING STAKEHOLDERS AND ADVANCING PRACTICAL AND ACTIONABLE HEALTH POLICY.THE AMOUNT EXPENDED BY THE POLICY CENTER IN 2013 WAS $4,932,603. THE AMOUNT DISTRIBUTED BY THE GARY AND MARY WEST FOUNDATION IN 2013 WAS $4,932,603.THE AMOUNT EXPENDED BY THE POLICY CENTER IN 2012 WAS $2,567,397.THE AMOUNT DISTRIBUTED BY THE GARY AND MARY WEST FOUNDATION IN 2012 WAS$2,567,397. 7,500,000 TO THE KNOWLEDGE OF THE GRANTOR, NO FUNDS HAVE BEEN DIVERTED. 01/28/13 AND 01/29/14   THE GRANTOR HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE REPORT FROM THE GRANTEE; THEREFORE, NO INDEPENDENT VERIFICATION OF THE REPORT WAS MADE.
    GARY AND MARY WEST HEALTH POLICY CENTER INC (EIN 27-5388874)
          		1909 K STREET NW SUITE 730
    WASHINGTON,DC20006     		2013-12-01 180,000 TO SUPPORT THE GARY AND MARY WEST HEALTH POLICY CENTER (THE "POLICY CENTER") IN RESEARCH OBJECTIVES IN THE AREAS OF MEDICARE REFORM AND VALUE-BASED INSURANCE DESIGN.THERE WERE NO EXPENDITURES BY THE POLICY CENTER IN 2013.THERE WERE NO DISTRIBUTIONS BY THE GARY AND MARY WEST FOUNDATION IN 2013. 0 TO THE KNOWLEDGE OF THE GRANTOR, NO FUNDS HAVE BEEN DIVERTED. 01/29/2014   THE GRANTOR HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE REPORT FROM THE GRANTEE; THEREFORE, NO INDEPENDENT VERIFICATION OF THE REPORT WAS MADE.
    CENTER FOR MEDICAL INTEROPERABILITY
          		10350 N TORREY PINES
    LA JOLLA,CA92037     		2013-07-18 3,704,155 TO SUPPORT START UP OF THE CENTER FOR MEDICAL INTEROPERABILITY.THE AMOUNT EXPENDED IN 2013 WAS $752,757. THE AMOUNT DISTRIBUTED BY THE GARY AND MARY WEST FOUNDATION IN 2013 WAS $752,757. 752,757 TO THE KNOWLEDGE OF THE GRANTOR, NO FUNDS HAVE BEEN DIVERTED. 10/11/13 AND 01/15/2014   THE GRANTOR HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE REPORT FROM THE GRANTEE; THEREFORE, NO INDEPENDENT VERIFICATION OF THE REPORT WAS MADE.

    TY 2013 GeneralExplanationAttachment
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Identifier Return Reference Explanation
      FORM 990-PF; PART VII-B; QUESTION 1A(4) WEST FAMILY INVESTMENTS, INC. PROVIDED INVESTMENT MANAGEMENT SERVICES TO THE GARY AND MARY WEST FOUNDATION DURING 2013 FOR A MARKET BASED FEE. WEST FAMILY INVESTMENTS, INC. IS OWNED 100% BY GARY AND MARY WEST, SUBSTANTIAL CONTRIBUTORS TO THE FOUNDATION. THIS IS EXCEPTED FROM SELF-DEALING BY IRC SECTION 4941(D).WEST DEVELOPMENT, LLC PROVIDED PROFESSIONAL INFORMATION TECHNOLOGY SERVICES TO THE GARY AND MARY WEST FOUNDATION DURING 2013 FOR A MARKET BASED FEE. WEST FAMILY HOLDINGS, LLC IS THE SOLE MEMBER OF WEST DEVELOPMENT, LLC. THE TWO MEMBERS OF WEST FAMILY HOLDINGS, LLC ARE THE GARY L. WEST 2010 REVOCABLE LIVING TRUST AND THE MARY E. WEST 2010 REVOCABLE LIVING TRUST. BOTH MEMBERS OWN 50% OF WEST FAMILY HOLDINGS, LLC. THIS IS EXCEPTED FROM SELF-DEALING BY IRC SECTION 4941(D).
      FORM 990-PF; PART VII-A; QUESTION 11 THE GARY AND MARY WEST FOUNDATION IS THE SOLE PERMANENT MEMBER OF THE CENTER FOR MEDICAL INTEROPERABILITY, INC., A SEPARATE NON-PROFIT, NON-STOCK CORPORATION ORGANIZED FOR CHARITABLE PURPOSES CONSISTENT WITH, BUT DIFFERENT FROM, THOSE OF THE FOUNDATION. THE FOUNDATION RECEIVED NO PAYMENTS FROM THE CENTER FOR MEDICAL INTEROPERABILITY, INC. IN 2013 AND DOES NOT ANTICIPATE RECEIVING ANY SUCH PAYMENTS IN THE FUTURE.

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Name of Bond End of Year Book Value End of Year Fair Market Value
    BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC 13.75% 12/01/2015 617,656 617,656
    CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. 9.375% 05/01/2019 1,094,375 1,094,375
    EXPRO FINANCE LUXEMBOURG 8.5% 12/15/2016 PVT 144A 1,038,722 1,038,722
    INTERNATIONAL LEASE FINANCE CORPORATION 09/15/2015 SR LIEN 8.625% 05/04/11 1,084,604 1,084,604
    ZAIS FINANCIAL CORP 144A 8% 11/15/2016 CONV MN 924,368 924,368
    MOSAID TERM LOAN 1,870,065 1,870,065
    REDDY ICE CORP TERM LOAN 478,393 478,393

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Name of Stock End of Year Book Value End of Year Fair Market Value
    AFRICAN BARRICK GOLD LTD CMN 450,774 450,774
    AMERICAN CAPITAL AGENCY CORP. CMN 515,043 515,043
    ANNALY CAPITAL MANAGEMENT, INC. CMN 3,173,491 3,173,491
    APOLLO COML REAL EST FIN INC. CMN 2,393,927 2,393,927
    BANCO LATINOAMERICANO EXPORT CMN CLASS E 2,284,835 2,284,835
    BROOKDALE SENIOR LIVING, INC. CMN 6,228,052 6,228,052
    CHIMERA INVESTMENT CORPORATION CMN 12,398,844 12,398,844
    CHINA FLAVORS & FRAGRANCES COMPANY LTD CMN 504,378 504,378
    CISCO SYSTEMS, INC. CMN 2,243,000 2,243,000
    COMCAST CORPORATION CMN CLASS A NON VOTING 2,992,800 2,992,800
    COMPANHIA VALE DO RIO DOCE ADR 68,625 68,625
    CONN LT & PWR SER 1949 PFD STK CALL 03/01/90 @50.50 183,876 183,876
    CYS INVESTMENTS INC. CMN 2,372,408 2,372,408
    DELTA LLOYD NV CMN 323,512 323,512
    EMC CORPORATION MASS CMN 1,006,000 1,006,000
    ESSENT GROUP LTD. CMN 69,774 69,774
    EXCHANGE BANK (SANTA ROSA) PFD SERIES A 380,000 380,000
    EXCHANGE BK SANTA ROSA CALIF CMN 456,840 456,840
    EXELON CORPORATION CMN 493,020 493,020
    GENERAL ELECTRIC CO. CMN 3,156,711 3,156,711
    GENERAL GROWTH PROPERTIES INC. CMN 561,438 561,438
    GENERAL MOTORS COMPANY CMN 393,292 393,292
    GOLDMAN SACHS GROUP, INC. CMN 4,431,500 4,431,500
    HOME LN SERVICING SOLUTIONS LT. CMN 459,400 459,400
    HORIZON TECHNOLOGY FINANCE CORPORATION CMN 370,369 370,369
    INTREPID POTASH, INC. CMN 28,512 28,512
    INVESCO MORTGAGE CAPITAL INC. CMN 247,431 247,431
    ISTAR FINANCIAL INC. PFD 7.5% SERIES I CALLABLE 3/1/09 169,312 169,312
    ISTAR FINANCIAL INC. PFD USD 1.9500(7.80%) SERIES F 93,193 93,193
    KBR, INC. CMN 95,670 95,670
    KINDER MORGAN INC. CMN CLASS P 100,800 100,800
    KRAFT FOODS GROUP, INC. CMN 359,364 359,364
    LEVEL 3 COMMUNICATIONS INC. CMN 5,876,795 5,876,795
    MEDLEY CAPITAL CORPORATION CMN 1,038,612 1,038,612
    MFA FINANCIAL INC. CMN 1,799,735 1,799,735
    MICROSOFT CORPORATION CMN 1,870,500 1,870,500
    MONDELEZ INTERNATIONAL, INC. CMN 706,000 706,000
    MOTORS LIQUIDATION COMPANY GUC TRUST 81,404 81,404
    MVC CAPITAL INC. CLOSED END FUND 805,073 805,073
    NEW MOUNTAIN FINANCE CORP. CMN 2,046,959 2,046,959
    NEW RESIDENTIAL INVESTMENT CORP. CMN 80,160 80,160
    NEWCASTLE INVESTMENT CORPORATION CMN 68,880 68,880
    NSTAR ELECTRIC COMPANY PFD USD 4.2500(4.25%) 707,250 707,250
    PENNANTPARK INVESTMENT CORP MUTUAL FUND 1,976,814 1,976,814
    PETROLEO BRASILEIRO S.A. - PETROBRAS SPONSORED ADR CMN 275,600 275,600
    PFIZER INC. CMN 2,388,282 2,388,282
    REDDY ICE HOLDINGS, INC. CMN 216,394 216,394
    REDDY ICE HOLDINGS, INC. CONV. PFD USD 0.0000 CLASS A 96,723 96,723
    REGENCY ENERGY PARTNERS LP CMN LTD PARTNER INTERESTS 225,836 225,836
    SANDRIDGE ENERGY, INC. CMN 79,420 79,420
    SIERRA METALS INC. CMN 271,905 271,905
    SILVER BAY REALTY TRUST CORP CMN 80,174 80,174
    SO.CALIF.EDISON 4.24% PFD 528,688 528,688
    SOLAR CAPITAL LTD. CMN 2,021,179 2,021,179
    SOLAR SENIOR CAPITAL LTD. CMN 953,325 953,325
    STARWOOD PROPERTY TRUST INC. CMN 774,270 774,270
    STRYKER CORP. CMN 743,886 743,886
    TETRAGON FINANCIAL GROUP LTD. CMN 123,594 123,594
    TOTAL SA SPONSORED ADR CMN 177,683 177,683
    TRANSATLANTIC PETROLEUM LTD. CMN 455,334 455,334
    TRANSOCEAN LTD. CMN 523,852 523,852
    TRAVELCENTERS OF AMERICA LLC CMN 405,184 405,184
    TWO HARBORS INVESTMENT CORP. CMN 1,325,286 1,325,286
    URANIUM PARTICIPATION CORPORATION CMN 372,144 372,144
    WASHINGTON GAS LT CO. PFD USD 4.2500 (4.25%) 177,745 177,745
    YPF SOCIEDAD ANONIMA SPONSORED ADR REPSTG CL D 570,208 570,208
    ZAIS FINL CORP. CMN 48,090 48,090
    ZIMMER HLDGS INC. CMN 186,380 186,380
    ZOETIS INC. CMN CLASS A 692,178 692,178

    TY 2013 InvestmentsOtherSchedule2
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    WTS/GENERAL MOTORS COMPANY 10.0000 EXP 07/10/2016 FMV 300,688 300,688
    WTS/GENERAL MOTORS COMPANY 18.3300 EXP 07/10/2019 FMV 223,247 223,247
    SUTHERLAND ASSET MANAGEMENT CORPORATION CMN REIT FMV 750,000 750,000
    GS ANCHORAGE FMV 675,084 675,084
    GS LIBERTY HARBOR FMV 66,742 66,742
    GS MEZZANINE FMV 1,815,720 1,815,720
    ARENA-PLASTIC VENTURES FMV 1,351,037 1,351,037
    ARIAS RESOURCE CAPITAL FMV 964,381 964,381
    BLUE RIVER ARBITRAGE FMV 4,362,587 4,362,587
    CONATUS CAPITAL OVERSEAS FMV 1,557,267 1,557,267
    CUMBERLAND BENCHMARKED FMV 1,940,466 1,940,466
    DIALECTIC ANTITHESIS OFF FMV 653,424 653,424
    EMERGING EUROPE FMV 1,117,223 1,117,223
    ETON PARK OVERSEAS FUND FMV 2,491,147 2,491,147
    FORTRESS LIFE SETTLEMENTS FMV 1,984,989 1,984,989
    FORTRESS MSR FMV 767,571 767,571
    GCP FUND III REIT & CORP FMV 1,751,769 1,751,769
    GLOBAL PARTNERS FMV 2,056,911 2,056,911
    INVESCO MORTG RECOVERY FMV 648,691 648,691
    MARATHON EUROPEAN CREDIT FMV 962,728 962,728
    OHA EUROPEAN SCF OFFSHORE FMV 518,827 518,827
    OHA SCF PARALLEL FMV 819,655 819,655
    PASSPORT MATERIAL FMV 209,453 209,453
    SENATOR SIDECAR OFFSHORE FMV 598,711 598,711
    SILVER POINT FMV 455,534 455,534
    SKELLIG OFFSHORE FMV 59,752 59,752
    SUMMIT WATER DEVELOPMENT FMV 3,071,990 3,071,990
    TACONIC FMV 117,794 117,794
    VIRGO-WALNUT FMV 1,293,863 1,293,863
    XPV WATER FUND FMV 950,452 950,452
    PONDFIELD CAPITAL, LLC FMV 1,008,582 1,008,582
    EQUITY AND INDEX OPTION CONTRACTS FMV 918,442 918,442

    TY 2013 LandEtcSchedule2
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    FURNITURE & EQUIPMENT 146,194 55,777 90,417 90,417
    COMPUTER EQUIPMENT 48,079 46,054 2,025 2,025
    LEASEHOLD IMPROVEMENTS 27,179 19,931 7,248 7,248


    TY 2013 LegalFeesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 23,835 1,437 0 22,676


    TY 2013 OtherAssetsSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    SECURITY DEPOSIT 10,585 10,585 10,585
    INTEREST RECEIVABLE 281,063 90,984 90,984
    DIVIDENDS RECEIVABLE 1,165,447 766,761 766,761
    PARTNERSHIP DISTRIBUTION RECEIVABLE 1,044,830 410,622 410,622


    TY 2013 OtherExpensesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    GRANTEE PROJECT EXPENSES 25,125 0 0 25,125
    INSURANCE 23,457 6,081 0 16,810
    DUES & SUBSCRIPTIONS 17,540 2,256 0 17,759
    COMPUTER EXPENSE 16,697 4,174 0 13,429
    SUPPLIES 11,295 2,824 0 8,455
    TELEPHONE 10,672 2,668 0 8,045
    IT SUPPORT 7,665 1,916 0 5,147
    MINOR FURNITURE & EQUIPMENT 3,940 985 0 3,235
    FEES 3,014 754 0 1,886
    POSTAGE 2,631 658 0 1,968
    MISCELLANEOUS EXPENSES 1,294 323 0 970


    TY 2013 OtherIncomeSchedule2
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PARTNERSHIP INCOME 916,048 916,048 0
    LEGAL SETTLEMENT 63,949 63,949 0


    TY 2013 OtherIncreasesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Description Amount
    UNREALIZED GAIN ON INVESTMENTS 3,553,281


    TY 2013 OtherLiabilitiesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Description Beginning of Year - Book Value End of Year - Book Value
    LIABILITIES UNDER OPTION CONTRACTS 1,530,695 2,935,915


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES 776,516 776,516 0 0
    PROFESSIONAL AND MANAGERIAL SERVICES 120,412 4,845 0 123,175


    TY 2013 TaxesSchedule
    Name:
    GARY AND MARY WEST FOUNDATION
    EIN: 47-0793015
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 70,508 0 0 0
    PAYROLL TAXES 49,269 12,795 0 106,861
    OTHER TAXES 1,874 469 0 1,405