Form990-PF

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

Number and street (or P.O. box number if mail is not delivered to street address)C/O WWM 204 EAST HIGH STREET   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHARLOTTESVILLE, VA22902
A Employer identification number

52-6358830
B Telephone number (see instructions)

(434) 977-5762
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$48,874,739J 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) 9,965,669
2 Check bullet
3 Interest on savings and temporary cash investments 80 80  
4 Dividends and interest from securities...... 328,397 328,397  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 727,425
b Gross sales price for all assets on line 6a 7,663,375
7 Capital gain net income (from Part IV, line 2)... 727,425
8 Net short-term capital gain.........  
9 Income modifications........... 13,310
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 -4,627 0  
12 Total. Add lines 1 through 11........ 11,016,944 1,055,902 13,310
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).........        
b Accounting fees (attach schedule)....... Click to see attachment 4,350 4,350   0
c Other professional fees (attach schedule).... Click to see attachment 2,888 2,888   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 11,257 4,198   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 23,477 0   0
21 Travel, conferences, and meetings....... 131,909 0   0
22 Printing and publications.......... 3,044 0   0
23 Other expenses (attach schedule)....... Click to see attachment 35,771 29,567   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 212,696 41,003   0
25 Contributions, gifts, grants paid........ 3,631,515 3,631,515
26 Total expenses and disbursements. Add lines 24 and 25 3,844,211 41,003   3,631,515
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 7,172,733
b Net investment income (if negative, enter -0-) 1,014,899
c Adjusted net income (if negative, enter -0-)... 13,310
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...............      
2 Savings and temporary cash investments.......... 25,832,906 33,604,963 33,604,963
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   138,702    
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 19,595,030 Click to see attachment14,818,940 15,034,568
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 attachment331,830 Click to see attachment235,208 Click to see attachment235,208
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 45,898,468 48,659,111 48,874,739
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 44,882,685 47,643,328
30 Total net assets or fund balances (see page 17 of the
instructions).................... 45,898,468 48,659,111
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 45,898,468 48,659,111
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 45,898,468
2 Enter amount from Part I, line 27a..................... 2 7,172,733
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 53,071,201
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 4,412,090
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 48,659,111
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 GOLDMAN SACHS - 4SKR PUBLICLY TRADED SECURITIES      
b CREDIT SUISSE - 0314 PUBLICLY TRADED SECURITIES      
c PENNELL VENTURE PARTNERS MARATHON FUND II, LP - PASSTHROUGH      
d TALL OAKS CAPITAL, LP - PASSTHROUGH      
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 5,166,522   4,382,034 784,488
b 2,496,853   2,526,582 -29,729
c       -34,110
d       6,776
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       784,488
b       -29,729
c       -34,110
d       6,776
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 727,425
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 3,778,575 47,694,997 0.079224
2011 3,516,713 50,121,664 0.070164
2010 3,479,290 53,734,973 0.064749
2009 3,203,415 54,470,275 0.058810
2008 2,895,985 55,395,391 0.052278
2 Total of line 1, column (d) ...................... 2 0.325225
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 0.065045
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 52,179,014
5 Multiply line 4 by line 3....................... 5 3,393,984
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 10,149
7 Add lines 5 and 6......................... 7 3,404,133
8 Enter qualifying distributions from Part XII, line 4.............. 8 3,631,515
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 10,149
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 10,149
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 10,149
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 12,000
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 12,000
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  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 1,851
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet1,851 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)
    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 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.WESTWINDFOUNDATION.ORG
    14
    The books are in care ofbulletTHE FOUNDATION Telephone no.bullet (434) 977-5762
    Located atbulletC/O WWM 204 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 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
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    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 instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    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 (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
    2,608,951
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    10,149
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    10,149
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,598,802
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    13,310
    5
    Add lines 3 and 4............................
    5
    2,612,112
    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
    2,612,112
    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 2,612,112
    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....... 143,796
    b From 2009....... 482,877
    c From 2010....... 789,541
    d From 2011....... 1,016,718
    e From 2012....... 1,417,821
    fTotal of lines 3a through e......... 3,850,753
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 3,631,515
    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..... 2,612,112
    e Remaining amount distributed out of corpus 1,019,403
    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 4,870,156
    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) ...     		143,796
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		4,726,360
    10 Analysis of line 9:
    a Excess from 2009.... 482,877
    b Excess from 2010.... 789,541
    c Excess from 2011.... 1,016,718
    d Excess from 2012.... 1,417,821
    e Excess from 2013.... 1,019,403
    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).)
    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 (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
    ADVOCATES FOR YOUTH
    2000 M STREET NW SUITE 750
    WASHINGTON,DC20036     		NONE   TO FUND OPERATING NEEDS 100,000
    ALABAMA RIVERS ALLIANCE
    2027 2ND AVENUE NORTH SUITE A
    BIRMINGHAM,AL35203     		NONE   TO FUND OPERATING NEEDS 15,000
    ALASKA CENTER FOR THE ENVIRONMENT
    807 G STREET
    ANCHORAGE,AK99501     		NONE   TO FUND OPERATING NEEDS 30,000
    ALASKA CONSERVATION FOUNDATION
    441 W 5TH AVE SUITE 402
    ANCHORAGE,AK99501     		NONE   TO FUND OPERATING NEEDS 23,310
    ALASKA WILDLIFE ALLIANCE
    PO BOX 202022
    ANCHORAGE,AK99520     		NONE   TO FUND OPERATING NEEDS 5,000
    AMERICAN CHESTNUT FOUNDATION
    160 ZILLICOA STREET SUITE D
    ASHEVILLE,NC28801     		NONE   TO FUND OPERATING NEEDS 5,000
    ANSWER
    41 GORDON ROAD SUITE C
    PISCATAWAY,NJ08854     		NONE   TO FUND OPERATING NEEDS 45,000
    APPALACHIAN VOICES
    171 GRAND BOULEVARD
    BOONE,NC28607     		NONE   TO FUND OPERATING NEEDS 95,600
    ARISE CITIZENS' POLICY PROJECT
    PO BOX 1188
    MONTGOMERY,AL36101     		NONE   TO FUND OPERATING NEEDS 20,000
    BOYS & GIRLS CLUB OF CHARLOTTESVILLEABLEMARLE
    PO BOX 707
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 40,125
    BUILDING GOODNESS FOUNDATION
    PO BOX 4325
    CHARLOTTESVILLE,VA22905     		NONE   TO FUND OPERATING NEEDS 10,000
    CATHOLICS FOR CHOICE
    1436 U ST NW STE 301
    WASHINGTON,DC20009     		NONE   TO FUND OPERATING NEEDS 60,000
    CENTER FOR INTERNATIONAL ENVIRONMENTAL LAW
    1350 CONNECTICUT AVENUE NW SUITE
    1100
    WASHINGTON,DC20036     		NONE   TO FUND OPERATING NEEDS 65,000
    CENTER FOR NONPROFIT EXCELLENCE
    PO BOX 5652
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 2,500
    CENTER FOR REPRODUCTIVE RIGHTS
    120 WALL STREET
    NEW YORK,NY10005     		NONE   TO FUND OPERATING NEEDS 150,000
    CERES
    99 CHAUNCY ST 6TH FLOOR
    BOSTON,MA02111     		NONE   TO FUND OPERATING NEEDS 50,000
    CHARLOTTESVILLE AREA COMMUNITY FOUNDATION
    PO BOX 1767
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 4,500
    CHARLOTTESVILLE FREE CLINIC
    1138 ROSE HILL DRIVE SUITE 200
    CHARLOTTESVILLE,VA22903     		NONE   TO FUND OPERATING NEEDS 2,000
    CHESAPEAKE CLIMATE ACTION NETWORK
    PO BOX 11138
    TAKOMA PARK,MD20912     		NONE   TO FUND OPERATING NEEDS 75,000
    CLEAN AIR TASK FORCE
    18 TREMONT STREET SUITE 530
    BOSTON,MA02108     		NONE   TO FUND OPERATING NEEDS 25,000
    COASTAL MOUNTAINS LAND TRUST
    101 MOUNT BATTIE STREET
    CAMDEN,ME04843     		NONE   TO FUND OPERATING NEEDS 6,000
    COMMUNITY FIRST FOUNDATION
    6870 W 52ND AVENUE STE 103
    ARVADA,CO80002     		NONE   TO FUND OPERATING NEEDS 1,000
    CONSERVATION LAW FOUNDATION
    62 SUMMER STREET
    BOSTON,MA02110     		NONE   TO FUND OPERATING NEEDS 15,000
    COOK INLET KEEPER
    3734 BEN WALTERS LANE
    HOMER,AK99603     		NONE   TO FUND OPERATING NEEDS 25,000
    CROZET VOLUNTEER FIRE DEPARTMENT
    PO BOX 373
    CROZET,VA22932     		NONE   TO FUND OPERATING NEEDS 500
    DKT INTERNATIONAL FAMILY PLANNING & HIV PREVENTION
    1701 K STREET NW SUITE 900
    WASHINGTON,DC20006     		NONE   TO FUND OPERATING NEEDS 50,000
    DOCTORS WITHOUT BORDERS
    333 SEVENTH AVENUE 2ND FLOOR
    NEW YORK,NY10001     		NONE   TO FUND OPERATING NEEDS 10,000
    EARTHJUSTICE
    426 17TH STREET STE 600
    OAKLAND,CA94612     		NONE   TO FUND OPERATING NEEDS 35,000
    ELK HILL
    PO BOX 99
    GOOCHLAND,VA23063     		NONE   TO FUND OPERATING NEEDS 1,000
    ENVIRONMENT MAINE
    142 HIGH STREET STE 421
    PORTLAND,ME04101     		NONE   TO FUND OPERATING NEEDS 30,000
    ENVIRONMENTAL INTEGRITY PROJECT
    1 THOMAS CIRCLE SUITE 900
    WASHINGTON,DC20005     		NONE   TO FUND OPERATING NEEDS 20,000
    ETHEL WALKER SCHOOL
    230 BUSHY HILL ROAD
    SIMSBURY,CT06070     		NONE   TO FUND OPERATING NEEDS 500
    FEMINIST MAJORITY FOUNDATION
    1600 WILSON BLVD SUITE 801
    ARLINGTON,VA22209     		NONE   TO FUND OPERATING NEEDS 40,000
    FORESTETHICS
    1 HAIGHT STREET
    SAN FRANCISCO,CA94102     		NONE   TO FUND OPERATING NEEDS 75,000
    FUNDERS NETWORK ON POPULATION REPRODUCTIVE HEALTH AND RIGHTS
    PO BOX 750
    ROCKVILLE,MD20848     		NONE   TO FUND OPERATING NEEDS 11,725
    GASP
    732 MONTGOMERY HWY 405
    BIRMINGHAM,AL35216     		NONE   TO FUND OPERATING NEEDS 25,000
    GLOBAL GREENGRANTS FUND
    2840 WILDERNESS PLACE SUITE A
    BOULDER,CO80301     		NONE   TO FUND OPERATING NEEDS 50,000
    GREEN VALE SCHOOL
    250 VALENTINES LANE
    GLEN HEAD,NY11545     		NONE   TO FUND OPERATING NEEDS 500
    GREENPEACE FUND INC
    702 H STREET NW STE 300
    WASHINGTON,DC20001     		NONE   TO FUND OPERATING NEEDS 25,000
    GRIST MAGAZINEINC
    710 SECOND AVENUE SUITE 860
    SEATTLE,WA98104     		NONE   TO FUND OPERATING NEEDS 10,000
    HABITAT FOR HUMANITY
    PO BOX 7305
    CHARLOTTESVILLE,VA22906     		NONE   TO FUND OPERATING NEEDS 5,000
    HESPERIAN HEALTH GUIDES
    1919 ADDISON STREET SUITE 304
    BERKELEY,CA94702     		NONE   TO FUND OPERATING NEEDS 20,000
    HURRICANE ISLAND OUTWARD BOUND SCHOOL
    75 MECHANIC STREET
    ROCKLAND,ME04841     		NONE   TO FUND OPERATING NEEDS 31,000
    INTERNATIONAL PLANNED PARENTHOOD FEDERATIONWESTERN HEMISPHER REGION
    125 MAIDEN LANE 9TH FLOOR
    NEW YORK,NY10038     		NONE   TO FUND OPERATING NEEDS 175,000
    IPAS
    PO BOX 5027
    CHAPEL HILL,NC27514     		NONE   TO FUND OPERATING NEEDS 75,000
    JACKSON LABORATORY
    600 MAIN STREET
    BAR HARBOR,ME11111     		NONE   TO FUND OPERATING NEEDS 5,000
    JANE GOODALL INSTITUTE FOR WILDLIFE RESEARCH EDUCATION AND CONSERVATION
    4245 FAIRFAX DRIVE SUITE 600
    ARLINGTON,VA22203     		NONE   TO FUND OPERATING NEEDS 1,000
    JEFFERSON AREA CHILDREN'S HEALTH IMPROVEMENT PROGRAM
    1469 GREENBRIER PLACE
    CHARLOTTESVILLE,VA22901     		NONE   TO FUND OPERATING NEEDS 500
    KONBIT SANTE CAP HAITIEN HEALTH PARTNERSHIP
    126 WILLIAM STREET
    PORTLAND,ME04103     		NONE   TO FUND OPERATING NEEDS 5,000
    LAND TRUST ALLIANCE INC
    1660 L STREET NW SUITE 1100
    WASHINGTON,DC20036     		NONE   TO FUND OPERATING NEEDS 65,000
    LEHIGH UNIVERSITY
    641 TAYLOR STREET
    BETHLEHEM,PA18015     		NONE   TO FUND OPERATING NEEDS 17,000
    LENOX HILL NEIGHBORHOOD HOUSE INC
    331 EAST 70TH STREET
    NEW YORK,NY10021     		NONE   TO FUND OPERATING NEEDS 10,000
    LIVE ARTS
    WATER STREET
    CHARLOTTESVILLE,VA22903     		NONE   TO FUND OPERATING NEEDS 1,000
    LOCAL FOOD HUB
    PO BOX 4647
    CHARLOTTESVILLE,VA22905     		NONE   TO FUND OPERATING NEEDS 5,000
    MAINE COAST HERITAGE TRUST
    1 BOWDOIN MILL ISLAND
    TOPSHAM,ME04086     		NONE   TO FUND OPERATING NEEDS 20,000
    MAINE ISLAND TRAIL ASSOCIATION
    58 FORE STREET BLDG 30 3RD FLOOR
    PORTLAND,ME04101     		NONE   TO FUND OPERATING NEEDS 1,000
    MASSACHUSETTS INSTITUTE OF TECHNOLOGY
    77 MASSACHUSETTS AVENUE
    CAMBRIDGE,MA02139     		NONE   TO FUND OPERATING NEEDS 10,000
    MEMORIAL SLOAN-KETTERING CANCER CENTER
    1275 YORK AVENUE
    NEW YORK,NY10021     		NONE   TO FUND OPERATING NEEDS 5,000
    MS CARE CENTER AT NYU
    HOSPITAL FOR JOINT DISEASES 301
    EAST 17TH STREET SUITE 544
    NEW YORK,NY10003     		NONE   TO FUND OPERATING NEEDS 5,000
    MSI-US
    PO BOX 35528
    WASHINGTON,DC20033     		NONE   TO FUND OPERATING NEEDS 275,000
    NARAL PRO-CHOICE VIRGINIA FOUNDATION
    PO BOX 1204
    ALEXANDRIA,VA22313     		NONE   TO FUND OPERATING NEEDS 10,000
    NATIONAL AUDUBON SOCIETY
    159 SAPSUCKER WOODS ROAD
    ITHACA,NY14850     		NONE   TO FUND OPERATING NEEDS 2,000
    NATIONAL MULTIPLE SCLEROSIS SOCIETY
    101-A FIRST AVENUE NUMBER 6
    WALTHAM,MA02451     		NONE   TO FUND OPERATING NEEDS 1,000
    NATIONAL URBAN SQUASH AND EDUCATION ASSOCIATION
    795 COLUMBUS AVENUE
    ROXBURY CROSSING,MA02120     		NONE   TO FUND OPERATING NEEDS 5,000
    NATURAL RESOURCES COUNCIL OF MAINE
    3 WADE STREET
    AUGUSTA,ME04330     		NONE   TO FUND OPERATING NEEDS 60,000
    NATURAL RESOURCES DEFENSE COUNCIL
    40 WEST 20TH STREET 11 FLOOR
    NEW YORK,NY10011     		NONE   TO FUND OPERATING NEEDS 50,000
    NEW VENTURE FUND - FOSSIL FUELS REDUCTION PROJECT
    1201 CONNECTICUT AVENUE NW SUITE
    300
    WASHINGTON,DC20036     		NONE   TO FUND OPERATING NEEDS 110,000
    OCEAN ONSERVANCY
    1300 19TH STREET NW
    WASHINGTON,DC20036     		NONE   TO FUND OPERATING NEEDS 280,000
    PARAMOUNT THEATER
    PO BOX 2309
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 15,000
    PBS FOUNDATION
    2100 CRYSTAL DRIVE
    ARLINGTON,VA22202     		NONE   TO FUND OPERATING NEEDS 5,000
    PHYSICIANS FOR REPRODUCTIVE CHOICE AND HEALTH
    55 WEST 39TH STREET 10TH FLOOR
    NEW YORK,NY10018     		NONE   TO FUND OPERATING NEEDS 40,000
    PIEDMONT CASA
    PO BOX 603
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 5,000
    PINE MANOR COLLEGE
    400 HEATH STREET
    CHESTNUT HILL,MA02467     		NONE   TO FUND OPERATING NEEDS 1,000
    PLANNED PARENTHOOD FEDERATION OF AMERICA INC
    434 W 33RD STREET
    NEW YORK,NY10001     		NONE   TO FUND OPERATING NEEDS 65,000
    PLANNED PARENTHOOD HEALTH SYSTEMS INC
    2964 NYDRAULIC ROAD
    CHARLOTTESVILLE,VA22901     		NONE   TO FUND OPERATING NEEDS 35,000
    PORTLAND MUSEUM OF ART
    7 CONGRESS SQ
    PORTLAND,ME04101     		NONE   TO FUND OPERATING NEEDS 2,000
    POUND RIDGE LAND CONSERVANCY
    130 OLD STONEHILL ROAD
    POUND RIDGE,NY10576     		NONE   TO FUND OPERATING NEEDS 8,000
    PROUTS NECK ASSOCIATION
    499 BLACK POINT ROAD
    SCARBOROUGH,ME04074     		NONE   TO FUND OPERATING NEEDS 850
    PUBLIC HEALTH INSTITUTE
    555 12TH STREET 10TH FLOOR
    OAKLAND,CA94607     		NONE   TO FUND OPERATING NEEDS 125,000
    RECORDING FOR THE BLIND AND DYSLEXICLEARNING ALLY
    1021 MILLMONT STREET
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 1,000
    RECTOR & VISITORS OF THE UNIVERSITY OF VIRGINIA
    914 EMMET ST N
    CHARLOTTESVILLE,VA22903     		NONE   TO FUND OPERATING NEEDS 10,000
    RENEWABLE ENERGY ALASKA PROJECT
    308 G STREET SUITE 218
    ANCHORAGE,AK99501     		NONE   TO FUND OPERATING NEEDS 10,000
    REPORDUCTIVE HEALTH TECHNOLOGIES PROJECT
    1020 19TH STREET NW SUITE 875
    WASHINGTON,DC20036     		NONE   TO FUND OPERATING NEEDS 40,000
    RH REALITY CHECK
    10125 COLESVILLE ROAD 176
    SILVER SPRING,MD20901     		NONE   TO FUND OPERATING NEEDS 30,000
    RON BROWN SCHOLAR FUND
    1160 PEPSI PL STE 206
    CHARLOTTESVILLE,VA22901     		NONE   TO FUND OPERATING NEEDS 500
    SCARBOROUGH LAND CONSERVATION TRUST
    PO BOX 1237
    SCARBOROUGH,ME04070     		NONE   TO FUND OPERATING NEEDS 5,500
    SEXUALITY INFORMATION AND EDUCATION COUNCIL OF THE UNITED STATES
    90 JOHN STREET SUITE 402
    NEW YORK,NY10038     		NONE   TO FUND OPERATING NEEDS 50,000
    SHENANDOAH NATIONAL PARK TRUST
    414 E MARKET STREET STE D
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 6,000
    SKY TRUTH
    PO BOX 3283
    SHEPERDSTOWN,WV25443     		NONE   TO FUND OPERATING NEEDS 40,000
    SMALL DISCERTIONARY GRANTS
    VARIOUS LOCATIONS - 232 EAST HIGH
    STREET
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 6,530
    SOUTH CAROLINA COSTAL CONSERVATION LEAGUE INC
    PO BOX 1765
    CHARLESTON,SC29402     		NONE   TO FUND OPERATING NEEDS 25,000
    SOUTHERN ALLIANCE FOR CLEAN ENERGY
    PO BOX 1842
    KNOXVILLE,TN37901     		NONE   TO FUND OPERATING NEEDS 100,000
    SOUTHERN ENVIRONMENTAL LAW CENTER
    201 WEST MAIN STREET SUITE 14
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 250,000
    SOUTHWINGS
    35 HAYWOOD STREET
    ASHVILLE,NC28801     		NONE   TO FUND OPERATING NEEDS 3,000
    SPECIAL OLYMPICS MAINE
    125 JOHN ROBERTS ROAD SUITE 19
    SOUTH PORTLAND,ME04106     		NONE   TO FUND OPERATING NEEDS 2,000
    STREETSQUASH
    40W 116TH STREET
    NEW YORK,NY10026     		NONE   TO FUND OPERATING NEEDS 800
    SUSAN L CURTIS CHARITABLE FOUNDATION
    PO BOX 821
    PORTLAND,ME04104     		NONE   TO FUND OPERATING NEEDS 1,800
    TABOR ACADEMY
    ALUMNI HOUSE
    MARION,MA02738     		NONE   TO FUND OPERATING NEEDS 15,000
    TANZANIAN CHILDREN'S FUND
    PO BOX 382006
    CAMBRIDGE,MA02238     		NONE   TO FUND OPERATING NEEDS 1,500
    TENNESSEE CLEAN WATER NETWORK
    PO BOX 1521
    KNOXVILLE,TN37901     		NONE   TO FUND OPERATING NEEDS 25,000
    TEXAS A&M UNIVERSITY
    505 GEORGE BUSH DRIVE
    COLLEGE STATION,TX77840     		NONE   TO FUND OPERATING NEEDS 1,000
    THE COMPASS PROJECT
    170 ANDERSON STREET
    PORTLAND,ME04103     		NONE   TO FUND OPERATING NEEDS 5,000
    THE HEALTH WAGON
    163 NUMBER TEN STREET
    CLINCHCO,VA24226     		NONE   TO FUND OPERATING NEEDS 10,000
    THE HILL SCHOOL
    717 EAST HIGH STREET
    POTTSTOWN,PA19464     		NONE   TO FUND OPERATING NEEDS 5,050
    THE MUNICIPAL BAND OF CHARLOTTESVILLE INC
    1119 5TH STREET SW SUITE B
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 1,500
    THOMAS JEFFERSON FOUNDATION
    PO BOX 217
    CHARLOTTESVILLE,VA22902     		NONE   TO FUND OPERATING NEEDS 5,000
    TRUDEAU INSTITUTE
    154 ALGONQUIN AVENUE
    SARANAC LAKE,NY12983     		NONE   TO FUND OPERATING NEEDS 10,000
    TRUSTEES FOR ALASKA
    1026 W 4TH AVENUE SUITE 201
    ANCHORAGE,AK99501     		NONE   TO FUND OPERATING NEEDS 20,000
    TUFTS UNIVERSITY SCHOOL OF MEDICINE
    80 GEORGE STREET
    MEDFORD,MA02155     		NONE   TO FUND OPERATING NEEDS 10,000
    UNIVERSITY OF RICHMOND
    OFFICE OF ADVANCEMENT MARYLAND HALL
    CAMPUS DRIVE
    RICHMOND,VA23173     		NONE   TO FUND OPERATING NEEDS 45,000
    UVA MILLER CENTER OF PUBLIC AFFAIRS
    PO BOX 400406
    CHARLOTTESVILLE,VA22904     		NONE   TO FUND OPERATING NEEDS 2,000
    VINCENT CLUB
    71 BRIMMER STREET
    BOSTON,MA02108     		NONE   TO FUND OPERATING NEEDS 5,225
    VIRGINIA CONSERVATION NETWORK
    422 EAST FRANKLIN STREET STE 303
    RICHMOND,VA23219     		NONE   TO FUND OPERATING NEEDS 15,000
    VIRGINIA ORGANIZING
    703 CONCORD AVENUE
    CHARLOTTESVILLE,VA22903     		NONE   TO FUND OPERATING NEEDS 15,500
    WETLANDS WATCH
    PO BOX 9335
    NORFOLK,VA23505     		NONE   TO FUND OPERATING NEEDS 25,000
    WILLIAMS COLLEGE
    75 PARK STREET
    WILLIAMSTOWN,MA01267     		NONE   TO FUND OPERATING NEEDS 5,000
    WILLIAMSTOWN THEATRE FESTIVAL
    PO BOX 517
    WILLIAMSTOWN,MA01267     		NONE   TO FUND OPERATING NEEDS 10,000
    WOMEN UNITED IN PHILANTHROPY
    6 FOREST AVENUE
    PARAMUS,NJ07652     		NONE   TO FUND OPERATING NEEDS 1,000
    WOODS HOLE OCEANOGRAPHIC INSTITTION
    MS 40 FENNO HOUSE 225
    WOODS HOLE,MA02543     		NONE   TO FUND OPERATING NEEDS 5,000
    WVTF PUBLIC RADIO
    3520 KINGSBURY LANE
    ROANOKE,VA24014     		NONE   TO FUND OPERATING NEEDS 6,000
    Total .................................bullet 3a 3,631,515
    bApproved for future payment
    Total .................................bullet 3b 0
    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 ............     		    01 80  
    4 Dividends and interest from securities....     01 328,397  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		        727,425
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aPENNELL VENTURE PARTNERS MARATHON FUND II, LP   -4,579 01    
    bPENNELL VENTURE PARTNERS MARATHON FUND LP   -48 01    
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. -4,627 328,477 727,425
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,051,275
    (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.)
    7 ORDINARY INCOME GENERATED FROM PASSTHROUGHS
    8 CAPITAL GAINS/LOSSES GENERATED BY THE FOUNDATION
    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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    WESTWIND FOUNDATION
     
    Employer identification number

    52-6358830
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......................... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    WESTWIND FOUNDATION
          		Employer identification number

    52-6358830
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    WESTWIND FOUNDATION HOLDINGS LTD
     

       
    204 EAST HIGH STREET
     
    CHARLOTTESVILLE, VA22902

    		$9,965,669


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    WESTWIND FOUNDATION
          		Employer identification number

    52-6358830
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    WESTWIND FOUNDATION
          		Employer identification number

    52-6358830
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2013 AccountingFeesSchedule
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 4,350 4,350   0

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Name of Stock End of Year Book Value End of Year Fair Market Value
    VIRGINIA NATIONAL BANK 84,000 151,284
    CREDIT SUISSE ACCT. 214-290314 0 0
    GOLDMAN SACHS ACCT. 4SKR 14,734,940 14,883,284

    TY 2013 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 9,771 9,723 9,723
    TALL OAKS 147,347 48,610 48,610
    PENNELL VENTURE MARATHON II 174,712 176,875 176,875


    TY 2013 OtherDecreasesSchedule
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Description Amount
    UNREALIZED GAIN/LOSS 4,412,090


    TY 2013 OtherExpensesSchedule
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MEALS & ENTERTAINMENT 3,290 0   0
    BANK CHARGES 1,870 1,870   0
    BUSINESS GIFTS 308 308   0
    COMPUTER EQUIPMENT 1,402 1,402   0
    LOCAL PARKING 2,914 0   0
    OFFICE SUPPLIES 579 579   0
    POSTAGE 41 41   0
    INVESTMENT EXPENSES 2,169 2,169   0
    SUBSCRIPTIONS 4,391 4,391   0
    UTILITIES 15,057 15,057   0
    PROFESSIONAL SOCIETY DUES 3,750 3,750   0


    TY 2013 OtherIncomeSchedule2
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PENNELL VENTURE PARTNERS MARATHON FUND II, LP -4,579   -4,579
    PENNELL VENTURE PARTNERS MARATHON FUND LP -48   -48


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEES 1,395 1,395   0
    TALL OAKS CAPITAL, LLC - INVESTMENT FEES 1,493 1,493   0


    TY 2013 TaxesSchedule
    Name:
    WESTWIND FOUNDATION
    EIN: 52-6358830
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES PAID 4,198 4,198   0
    FEDERAL ESTIMATED TAXES 7,059 0   0