Form 990-PF Return of Private Foundationor Section 4947(a)(1) Nonexempt Charitable Trust

Departmen^oftheTreasury Treated as a Private Foundationintern al Re„. ue Service p>) Note : The foundation may be able to use a copy of this return to satisfy state report)

OMB No 1545-0052

2007For calendar year 2007 , or tax year beginning , and ending

f: Chuck Al that annlu n Initial return n Final return n Amended return n Address channe Name chanae

Use the IRS Name of foundation A Employer Identification number

label. HE WESTLAKE FOUNDATION INC.

Otherwise , /O KONIGSBERG, WOLF & CO. 13-3393042print Number and street (or P O box number If mall is not delivered to street address) Roorr/suite B Telephone number

or type. 440 PARK AVENUE SOUTH ( 212 ) 685-7215See SpecificInstructions

City or town, state, and ZIP code C If exemption application is pending , check here ►L].NEW YORK , NY 10016 D 1 • Foreign organizations, check here ►0

H Check type of organization: X Section 501(c)(3) exempt Private foundation 2. Foreign organizations meetingtaputhe 85% test, ►

.check here and attach com tion

Q Section 4947 (a )( 1 ) nonexempt charitable trust 0 Other taxable p rivate foundation rivate foundation status was terminatedE IfI Fair market value of all assets at end of year J Accounting method M Cash 0 Accrual

punder section 507(b)(1)(A), check here

(from Part ll, col. (c), line 16) = Other (specify) F If the foundation is in a 60-month termination► $ 755 , 069 . (Part 1, column (c must be on cash basis) under section 507 ( b )( 1 ) B), check here . ►0Part i Analysis of Revenue and Expenses (a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements

(rhe total of amounts in columns (b), (c), and (d) may not

necessarily equal the amounts In column (a)) expenses per books income incomefor chartable purposes

(cash basis only)

1 Contributions, gifts, grants, etc , received 2 8 , 7 5 0

2 Check ► F-X1 d the foundation is not required to attach Sdi 8

3 Interest on savings and temporarycash investments

4 Dividends and interest from securities 25, 398. 25 , 398. STATEMENT 1

5a Gross rents .

b Net rental income or (loss)

6a Net gain or Coss) from sale of assets not on line 10 4,103 .

7 Gross sales puce for all 4 2 9 6 3 2 3.b assets on line 6a / /

m 7 Capital gain net Income (from Part IV, line 2) 4 , 103.

cc 8 Net short-term capital gain

9 Income modifications .Gross sales less returns

10a and allowances

b Less Cost of goods sold

c Gross profit or (loss)

11 Other income . ....

12 Total. Add lines 1 throu g h 11 58 , 251. 29 , 501.

13 Compensation of officers, directors , trustees, etc 0. 0. 0

14 Other employee salaries and wages

15 Pension plans, employee benefitsy

16a Legal fees ..

a b Accounting fees

W c Other professional fees ... .

> 17 Interest

2 18 Taxes. . STMT 2 . 2 , 530. 419. 0.19 Depreciation and depletion

20 Occupancy .. . . .

21 Travel, conferences, and meetings

22. -P_rmtmg and.publications -

23 Other expenses .

m 24 Total operating and administrative

a ses Add lies cpugh 23expe n 2 , 530 . 419. 0 .I ,=

25,Conth^lOrls gifts, 9frantts aid 45 , 800. 45,800.

26 Total expenses and disbursements'.

Add lines 24 and 25 48 , 330. 419. 45 , 800.27-Subtract line.25 from-line 12.

a Excess of revenue over expenses and disbursements 9 , 9 2 1 .b Net Investment Income of negative, enter -o-)... 2 9 0 8 2 .e Ad usted net Income [If negative, enter -0- ) N/A

n

0Q

Cp:!

72350102-20.08

LHA For Privacy Act and Paperwork Reduction Act Notice , see the instructions. Form 990-PF (2007)

Form 990-PF(2007)

THE WESTLAKE FOUNDATION INC.CIO KONTaSRRRa _ WnT,F t„ co. 13-339304 Panel

shedschedulesandamounts InthedeswptonSh tI B lBeginning of year End of year

ance ee sa^^ column should be for end-of-year amounts only (a) Book Value (b) Book Value ( c) Fair Market Value

1 Cash - non -interest-beanng _ 9, 514. 3,935. 3,935.2 Savings and temporary cash investments 1 , 000. 1,000. 1,000.

3 Accounts receivable ►Less allowance for doubtful accounts ►

4 Pledges receivable ►Less* allowance for doubtful accounts ►

5 Grants receivable -

6 Receivables due from officers , directors , trustees , and other

disqualified persons

7 Other notes and loans mmiNiable ►

Less* allowance for doubtful accounts ►

8 Inventories for sale or use

9 Prepaid expenses and deferred charges

a 10a Investments - U S. and state government obligations STMT 3 694 , 071. 730,332. 750,134.b Investments - corporate stock

c Investments - corporate bonds

11 Investments - land, bulldnps , and equipment bass ►

Less aaunwlaled deprnabon . - ►

12 Investments - mortgage loans

13 Investments - other

14 Land , buildings , and equipment : basis ►Les accunulahd depreaabon ►

15 Other assets (describe ► )

16 Total assets to be com pleted by all filers 704 , 585. 735 , 267. 755 069 .17 Accounts payable and accrued expenses

18 Grants payable

to 19 Deferred revenue

20 Loans from officers , directors , trustees , and other disqualified persons -

21 Mortgages and other notes payable - - .

J 22 Other liabilities ( describe ►

23 Total liabilities (add lines 17 throu g h 22 ) 0. 0.

Foundations that follow SFAS 117, check here ► 0and complete lines 24 through 26 and lines 30 and 31.

24 Unrestricted

co 25 Temporarily, restricted .... . .Co

26 Permanently restricted - - - -

Foundations that do not follow SFAS 117 , check here 10- E1L` and complete lines 27 through 31.

° 27 Capital stock , trust pnncipal , or current funds - - 275,137. 275,137.28 Paid-in or capital surplus , or land , bldg , and equipment fund 346 , 700. 357,700.29 Retained earnings , accumulated income , endowment , or other funds 82,748. 102 , 430 -

Z 30 Total net assets or fund balances 7 0 4, 5 85. 7 35 2 6 7,

31 Total liabilities and net assets and balances 7 04 , 585. 735 , 26 7.

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)

2 Enter amount from Part I, line 27a

3 Other increases not included in line 2 (itemize) ►4 Add lines 1, 2, and 3 . . _ .. .

5 Decreases not included in line 2 (itemize) ►6 Total net assets or fund balances at and of year (line 4 minus line 5) - Part II. column (b). line 30

72351102-20-08

1 704 585.2 9 , 921.3

0.4 714 506.5 0.

714,506.Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC.Form 990-PF (2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Pag e 3

Palm lY 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 CorY )

( b How acquired- Purchase

D - Donation

( c) Date acquired(mo, day, yr)

(d) Date sold(mo., day, yr )

la B.L.MADOFF P

b B.L.MADOFF

c FIRST MANHATTAN P

d FIRST MANHATTAN P

e CAPITAL GAINS DIVIDENDS

(e) Gross sales price ( Q Depreciation allowed(or allowable )

( g) Cost or other basisplus expense of sale

(h) Gain or (loss)( e) plus (f) minus (g)

a 4 , 210,400. 4 , 210 , 370. 30.b 6,120. <6,120.:c 78 , 825. 75,730. 3,095.d 5 , 790. 5,790.e 1,308. 1,308.

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col (h) gain minus

(I) F M V. as of 12/31/69(j) Adjusted basisas of 12/31/69

( k) Excess of col (i)over col (1), if any

c ol ( k), but not less than -0-) orLosses (from col (h))

a 30.

b <6,120.C 3,095.d 5,790.e 1,308.

2 Capital gain net income or net capital loss)If ?ain, a lso enter in Part I, line 7 )

( ) 1 If loss line 7enter -0- in Part I2 4,103.

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)If (loss), enter -0- in P art I, line 8 3 N/A

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 distnbujable amount of any year in the base period? - - - - - - El Yes 0 No

If'Yes, the foundation does not quality under section 4940 (e) Do not complete this part

1 Enter the appropriate amount in each column for each year ; see instructions before making any entries

Base period yearsCalendar ear ( or tax year be g innin g m

()Adjusted qualifying distributions

()Net value of noncharitable-use assets

dDistribution ratio( col (b) divided by col (c))

2006 14,800. 446,232. .033167

2005 22,500. 370,528. .060724

2004 0. 273, 656. .0000002003 39,000. 271,996. .1433842002 42 680. 29 , 168. 1.463247

2 Total of line 1, column (d) 2 1. 7 0 0 5 2 2

3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5 ,

the foundation has been in existence if less than 5 years .. -

or by the number of years

3 .340104

4 Enter the net value of noncharitable -use assets for 2007 from Part X, line 5 4 734 , 493.

5 Multiply line 4 by line 3 -- 5 249 , 804.

6 Enter 1% of net investment income ( 1% of Part I , line 27b ) - ....... 6 291.

7 Addlines5and6 7 250 , 095.

8 Enter qualifying distributions from Part XII, line 4 8 45 , 800.

If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1% tax rateSee the Part VI instructions.

723521/02-20-08 Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC.

Form 990-PF (2007) C/O KONIGSBERG , WOLF & CO. 13-3393042 Page4

Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 -see instructions)

1 a Exempt operating foundations described in section 4940(d)(2), check here ►0 and enter -N/A' on line 1

Date of ruling letter. ( attach copy of ruling letter if necessary-see Instructions)

b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ►0 and enter 1% 1 582.

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 3 582.-

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- 5 582 .

6 Credits/Payments-

a 2007 estimated tax payments and 2006 overpayment credited to 2007 6a 1,040.

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 1,040.

8 Enter any penalty for underpayment of estimated tax. Check here 0 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 ► 9

10 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 458.

11 Enter the amount of line 10 to be: Credited to 2008 estimated tax ► 4 5 8 . Refunded ► 11 0

Part VU A Statements Regarding Activities

did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in1 a During the tax year Yes No,

. . . ..any political campaign? . . 1 a X. . .

b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? - 1 b X

If the answer is "Yes" to 1 a 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? 1 c X

d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year.

(1) On the foundation. ► $ 0. (2) On foundation managers. ► $ 0

e Enter the reimbursement (d any) paid by the foundation during the year for political expenditure tax imposed on foundation

managers ► $ 0

2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 X

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 X

4a Did the foundation have unrelated business gross income of $1000 or more dunno the year' 4a X

b If 'Yes' has it filed a tax return on Form 990 -T for this year? N/A 4b

5 Was there a liquidation , termination , dissolution, or substantial contraction during the year? .... ... 5

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 X

7 Did the foundation have at least $5,000 in assets at any time during the year? 7 X

If "Yes, " complete Part 11, cot (c), and Part XV.

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► NONE

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

9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(1)(5) for calendar

year 2007 or the taxable year beginning in 2007 (see instructions for Part XIV)? If "Yes," complete Part XIV. . . ..fl IIiA nn ., nn.nnne. hn.._ .... M^.. n^i.,l ....nirih ..fn.n A.. rinn thn },v irnar7 .. - -»..* ---•...a..... n..w.... ,wee . ..e...-......,, ..wa.-........

X

X

H19H X

0 XForm 990-PF (2007)

72353102-2o-oa

THE WESTLAKE FOUNDATION INC.Form 990-PF (2007) C/O KONIGSBERG , WOLF & CO. 13-3393042 Page5

Part VII-A Statements Regarding Activities (continued)

11a At any time during the year , did the foundation , directly or indirectly , own a controlled entity within the meaning of section 512(b)(13)'

It *Yes, attach schedule. (see instructions ) - - - - - 11a X

b if 'Yes ,' did the foundation have a binding written contract in effect on August 17, 2006, covering the interest, rents , royalties, and

annuities described in the attachment for line 11 a' .. N/A - 11b

12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract? - 12 X

13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X

Website address ► N/A

14 The books are in care of ► PAUL J. KONIGSBERG Telephone no ► 212 6 85-72 15

Located at ► 440 PARK AVENUE SOUTH, NEW YORK, NY ZIP+4 ►1001615 Section 4947 ( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here - - ►O

and enter the amount of tax-exempt interest received or accrued durin g the year . ► 15 N/A

Part VU-B I 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

1 a 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? Yes FX No

(2) Borrow money from , lend money to, or otherwise extend credit to (or accept it from)

a disqualified person' ... • .. El Yes 0 No

(3) Furnish goods , services , or facilities to ( or accept them from) a disqualified persons -- - 0 Yes 0 No

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? - - - O Yes 0 No

(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 )9 - •.. - - 0 Yes 0 No

(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 ) - - - - Q Yes 0 No

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 22 of the instructions )? N/A lb

Organizations relying on a current notice regarding disaster assistance check here - ►c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts , that were not corrected

before the first day of the tax year beginning in 2007' 11c X

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 2007 , did the foundation have any undistributed income ( lines 6d and Be, Part XIII) for tax year(s) beginning

before 2007 ? Yes ^X No

If 'Yes," list the years ►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 N/A. 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.

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time

during the year? . ..- ... ..... 0 Yes No

b If 'Yes , did it have excess business holdings in 2007 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 2007) N/A - 3b

4a Did the foundation invest during the year any amount in a manner that would leopardize its chantable purposes ? 4a X

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 ieooardv before the first day of the tax year beginning in 2007? - 4b X

Form 990-PF (2007)

72354102-20-07

THE WESTLAKE FOUNDATION INC.C/O KONIGSBERG, WOLF & CO. 13-3 39304

I Pad V11-13 Statements Regarding Activities for Which Form 4720 May Be Required (continued)

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))? . .. O Yes M No

(2) Influence the outcome of any specific public election ( see section 4955 ), or to carry on , directly or indirectly,

any voter registration drive? O Yes E1 No

(3) Provide a grant to an individual for travel , study , or other similar purposes? .. O Yes EXI No

(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)' Yes EXI No

(5) Provide for any purpose other than religious, chantable , scientific, literary , or educational purposes, or for

the prevention of cruelty to children or animals? . . _ _ .. . LI Yes 0 No

b If any answer is "Yes'to 5a(1)-(5), did any of the transactions fail to quality under the exceptions described in Regulations

section 53 4945 or in a current notice regarding disaster assistance (see instructions )? NIA _ 5b

Organizations relying on a current notice regarding disaster assistance check here .. 0

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? N/A 0 Yes 0 No

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? ... 0 Yes No

b Did the foundation, during the year , pay premiums , directly or indirectly , on a personal benefit contract? . 6b X

If you answered "Yes" to 6b, also file Form 8870.

7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? Yes FTI No

b If yes , did the foundation receive an y p roceeds or have any net income attributable to the transaction? N/A 711

dart Information About Officers , Directors , Trustees , Foundation Managers, Highly0/lll Paid Employees , and Contractors1 List all officers. directors. trustees. foundation managers and their comaensation.

(a) Name and address(b) Title, and averag e

hours per week devotedto p osition

(c) Compensation( If not p0aid ,enter -

(d)Connbueo«sro°fp,°;,'d l-

co - eon

e) Expenseaccount, otherallowances

PAUL J. KONIGSBERG RESIDENT19 PINECROFT ROADGREENWICH, CT 06830 0.00 0. 0. 0.JUDITH KONIGSBERG SECRETARY19 PINECROFT ROADGREENWICH, CT 06830 0.00 0. 0. 0.

2 r_mmnPnsatlnn of five hlahest-nairl a_mninvees Inther than those Inciu[fed on Imp 11 It nnne_ enter "NUNt_"

(a) Name and address of each employee paid more than $50,000(b) Title and average

hours per weekdevoted to p osition

(c) Compensation(d co^^ub^m

; 1'-caffymbon

(e) Expenseaccount, otherallowances

NONE

Total number of other employees paid over $50,000 ... ► I UForm 990-PF (2007)

723551o2-20-08

THE WESTLAKE FOUNDATION INC.Form 990-PF (2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Pagel

POrtail ' Information About Officers, Directors, Trustees, Foundation Managers , Highly

Paid Employees , and Contractors (continued)

3 Five highest-paid independent contractors for professional services. 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 10.1 0

I Part IX-A I Summary of Direct Charitable Activities

List the foundation ' s four largest direct chartable activities during the tax year Include relevant statistical information such as thenumber of organizations and other beneficiaries served , conferences convened , research papers produced, etc.

Expenses

iTHE FOUNDATION'S SOLE ACTIVITY IS THE MAKING OF SOLICITEDAND UNSOLICITED GRANTS AND CONTRIBUTIONS.

2

3

4

Part PXS Summary of Procram- Related InvestmentsDescribe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 Amount

1 NONE

2

All other program - related investments . See instructions

3

Total . Add lines 1 through 3 0.

Form 990-PF (2007)

72356102-20.06

THE WESTLAKE FOUNDATION INC.Form 990-PF (2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Page8

i?aif t f 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 -

b Average of monthly cash balances

c Fair market value of all other assets .

d Total (add lines 1a, b, and c)

e Reduction claimed for blockage or other factors reported on lines la and

1c (attach detailed explanation) . . le

2 Acquisition indebtedness applicable to line 1 assets

3 Subtract line 2 from line 1d

1a 745,118.1b 560.1c

1d 745,678.

2 0.3 745,678.

4 Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount, see instructions) . . .... 4 11,185.

5 Net value of noncharitable -use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 ... ... 5 734 , 493.

6 Minimum Investment return . Enter 5% of line 5 6 36,725.

FORDistributable Amount (see instructions) (Section 4942(j)(3) and (1)(5) private operating foundations and certainforeign organizations check here ► = and do not complete this part )

1 Minimum investment return from Part X, line 6 1 36,725.

2a Tax on investment income for 2007 from Part VI, line 5 2a

b Income tax for 2007. (This does not include the tax from Part VI) 2b

c Add lines 2a and 2b . .

3 Distributable amount before adjustments Subtract line 2c from line 1

4 Recoveries of amounts treated as qualifying distributions .. .

5 Add lines 3 and 4

6 Deduction from distributable amount (see instructions) - -

7 Distributable amount as adjusted. Subtract line 6 from line 5 Enter here and on Part XIII, line 1

582.

2c 582.3 36,143.4 0.5 36,143.

36,143.

art XIt 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 1 a 45,800.

b Program-related investments - total from Part IX-B lb 0.

2 Amounts paid to acquire assets used (or held for use) directly in carrying out chantable, etc , purposes.. 2

3 Amounts set aside for specific chartable 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 la through 3b Enter here and on Part V, line 8, and Part XIII, line 4 • - 4 45,800.

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 . 5 0.

6 Adjusted qualifying distributions . Subtract line 5 from line 4 . • 6 45,800.

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 (2007)

0.

72357102-20-08

THE WESTLAKE FOUNDATION INC.Form 990-PF (2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Page9

Q^# Undistributed Income (see instructions)

.36,143.1 Distributable amount for 2007 from Part XI,

line 7 ....

2 Undistributed income , if any, as of the end of 2006

a Enter amount for 2006 only

b Total for prior years.

3 Excess distributions carryover, If any, to 2007-

a From 2002 41,862.bFrom2003 25,903.

c From 2004

It From 2005 4,644.

e From 2006

f Total of lines 3a through e

4 Qualifying distributions for 2007 from

Part Xll,line 4.10, $ 45,800.

a Applied to 2006, but not more than line 2a

b Applied to undistnbuted income of pnor

years (Election required - see instructions)

c Treated as distributions out of corpus

(Election required - see instructions)

If Applied to 2007 distnbutable amount

e Remaining amount distributed out of corpus

5 Excess distributions carryover applied to 2007pf an amount appears in column (d), the same amount

must be shown In column (a) )

6 Enter the net total of each column asindicated below:

a Corpus Add lines 3f, 4c, and 4e Subtract line 5

b Prior years' undistributed income. Subtract

line 4b from line 2b .

c Enter the amount of pnor years'undistnbuted income for which a notice ofdeficiency has been issued, or on whichthe section 4942(a) tax has been previouslyassessed

It Subtract line 6c from line 6b. Taxable

amount - see instructions

e Undistnbuted income for 2006. Subtract line

4a from line 2a. Taxable amount - see instr....

f Undistributed income for 2007. Subtract

lines 4d and 5 from line 1. This amount must

be distributed in 2008 .

7 Amounts treated as distributions out of

corpus to satisfy requirements imposed by

section 170(b)(1)(F) or4942(g)(3)

8 Excess distributions carryover from 2002

not applied on line 5 or line 7 .. _.

9 Excess distributions carryover to 2008.

Subtract lines 7 and 8 from line 6a

10 Analysis of line 9:

a Excess from 2003 .. 25 , 903.

b Excess from 2004

c Excess from 2005 4 , 644.

d Excess from 2006

72358102-20-08

( a) (b) (c) (d)Corpus Years prior to 2006 2006 2007

72,409.

0.36,143.

9,657.0. 0.

82,066.

0.

0.

41,862.

40.204.

Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC.Form 990-PF ( 2007 ) C/O KONIGSBERG , WOLF & CO. 13-3393042 Page10

frt XIV Private Operating Foundations (see instructions and Part VII-A, question 9) N/A

a If the foundation has received a ruling or determination letter that it is a private operating

foundation , and the ruling is effective for 2007, enter the date of the ruling

b Check box to indicate whether the foundation is a private operati ng foundation described in section

2 a Enter the lesser of the adjusted net Tax year

income from Part I or the minimum (a) 2007

investment return from Part X for

each year listed

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 2c3 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 qualifyingunder section 4942(I)(3)(B)(i)

b Endowment' alternative test - enter2/3 of minimum investment returnshown in Part X, line 6 for each yearlisted .

c Support' alternative test - enter

(1) Total support other than grossinvestment income (interest,dividends, rents, payments onsecurities loans (section512(a)(5)), or royalties)

(2) Support from general publicand 5 or more exemptorganizations as provided insection 4942(j)(3)(B)(w)

(3) Largest amount of support from

an exempt organization .. _

Prior 3 years(b) 2006 (c) 2005 (d) 2004 (e) Total

Part XY Supplementary Information (Complete this part only if the foundation had $5,000 or more in assetsat any time during the year-see the instructions.)

1 Information Regarding Foundation Managers:

a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any taxyear (but only if they have contributed more than $5 ,000). (See section 507(d)(2).)

NONEb List 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.

NONE2 Information Regarding Contribution , Grant, Gift, Loan, Scholarship, etc., Programs:

Check here 10, 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. Ifthe foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d.

a The name , address , and telephone number of the person to whom applications should be addressed:

PAUL J. KONIGSBERG, 440 PARK AVENUE SOUTH, NEW YORK, NY 10016

b The form in which applications should be submitted and information and materials they should include:

NO SPECIAL FORM, INFORMATION OR MATERIALS REQUIRED

c Any submission deadlines:

NONEd Any restrictions or limitations on awards , such as by geographical areas, chartable fields , kinds of institutions , or other factors:

NONE

723601/02- 20-08 Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC.Form 990- PF (2007 ) C/O KONIGSBERG, WOLF & CO. 13 -3393042 Page 11

Informationq (rants and Contributions Paid During thw Year or Annrnvnd for Fudure Pavment

Recipient If recipient is an individual,show any relationship to Foundation Purpose of grant or

Name and address ( home or business) any foundation manager status of contribution Amount

or substantial contributor recipient

a Paid during the year

EINSTEIN COLLEGE OFMEDICINE, 500 W.185TH ST,NEW YORK, NY 10033 ONE ENERAL USE 800.

UNIVERSITY OF VERMONT,BURLINGTON, VT ONE GENERAL USE 5,000.

ISRAELI SPECIAL KIDS, 505FIFTH AVE, NEW YORK, NY10018 ONE ENERAL USE 6,000.

BOSTON ARTS ACADEMY FNDT,175 IPSWICH ST, BOSTON,02215 ONE GENERAL USE 5,000.

UJA, 130 E.59TH ST, NEWYORK, NY 10022 ONE ENERAL USE 25,000.

PAM'S PALS, 820 PARK AVE.,NEW YORK, NY 10021 ONE GENERAL USE 1,000.

MISC. ONE GENERAL USE 3,000.

Total 1111- 3a 45 , 800.b Approved for future payment

NONE

Total 3b 1 0.723611/02-20-08 Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC.Form 990-PF (2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Page12

Pert XV[-A Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512 , 513 , or 514 (e)^Ex (d) Related or exempt(a) (b) 9u

Business Amount ode Amount function income1 Program service revenue: code

a

b

c

d

e

1

g Fees 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 25,398.

5 Net rental income or (loss) from real estate:

a Debt-financed property -

b Not 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 14 1,308. 2,795.

9 Net income or (loss) from special events - . -

10 Gross profit or (loss) from sales of inventory

11 Other revenue.

a

b

Cd

e

12 Subtotal Add columns (b), (d), and (e) 0 . 26 , 706. 1 2 , 795.

13 Total. Add line 12, columns (b), (d), and (e) ... .. . . -- - 13 29,501.

(See worksheet in line 13 instructions to verify calculations

XVI-)aRelationship of Activities to the Accomplishment of Exempt Purposes

Line No . Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of

y the foundation's exempt purposes (other than by providing funds for such purposes)

Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC.

Form 990-PF (2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Pag e 13

Fart X(1[ ' Information Regarding Transfers To and Transactions and Relationships With NoncharitableExempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No

the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting foundation to a nonchantable exempt organization of.

(1) Cash 4a(1 X

(2) Other assets X

b Other transactions

(1) Sales of assets to a nonchantable exempt organization - - 1 b0 X

(2) Purchases of assets from a noncharitable exempt organization 1 b ( 2 ) X

equipment or other assets(3) Rental of facilities 1 b (3 ) X, ,

(4) Reimbursement arrangements 1 b (4 ) X- -

(5) Loans or loan guarantees 1b (5 ) X

(6) Performance of services or membership or fundraising solicitations 1 MIS )

Sharing of facilities, equipment, mailing lists, other assets, or paid employees I,.- X

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

(a) Name of organization (b) Type of organization (c) Description of relationship

N/A

Under enalbes 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 fDeclaration of than taxpayer or fiduary) is based on all information of ich aver has an know) e

Preparer'sC signature

0 10

a CL 4D Firm's narm (or yours KONIGSBERG, WOLF & CO. ,M(A) dsenanployed), 6440 PARK AVENUE SOUTH

addmss , andZiPcodo NEW YORK , N.Y. 10 016,

72362202-20-08

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? Yes ® No

h If *Yes ' complete the followlna schedule

THE WESTLAKE FOUNDATION INC. C/O KONIGSB 13-3393042

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 1

CAPITAL GAINS COLUMN (A)SOURCE GROSS AMOUNT DIVIDENDS AMOUNT

BLMFIRST MANHATTANWACHOVIA

TOTAL TO FM 990-PF, PART I, LN 4

17,916.8,777.

13.

0.1,308.

0.

26,706. 1,308.

17,916.7,469.

13.

25,398.

STATEMENT(S) 1

THE WESTLAKE FOUNDATION INC. C/O KONIGSB 13-3393042

FORM 990-PF TAXES STATEMENT 2

(A) (B) (C) (D)EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

IRS 2,111. 0. 0.NYS DEPT. OF LAW 100. 100. 0.CSC 319. 319. 0.

TO FORM 990-PF, PG 1, LN 18 2,530. 419. 0.

STATEMENT(S) 2

' THE WESTLAKE FOUNDATION INC. C/O KONIGSB 13-3393042

FORM 990-PF U.S. AND STATE/CITY GOVERNMENT OBLIGATIONS STATEMENT 3

U.S. OTHERDESCRIPTION GOV'T GOV'T

INVESTMENTS X

TOTAL U.S. GOVERNMENT OBLIGATIONS

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS

TOTAL TO FORM 990-PF, PART II, LINE 10A

FAIR MARKETBOOK VALUE VALUE

730,332.

730,332.

750,134.

750,134.

730,332. 750,134.

STATEMENT(S) 3

Form Underpayment of Estimated Tax by Corporations► See separate instructions.Departmentof theTreasury

Internal Revenue Service ► Attach to the co rporation 's tax return . FORM 9 9 0 -PF

OMB No. 1545-0142

2007Name THE WESTLAKE FOUNDATION INC . Employer identification number

C/O KONIGSBERG, WOLF & CO. 13-3393042

Note: Generally, the corporation is not required to file Form 2220 (see Part II below for exceptions) because the IRS will figure any penalty owed and bill the

corporation However, the corporation may still use Form 2220 to figure the penalty If so, enter the amount from page 2, line 34 on the estimated tax

penalty line of the corporation's income tax return, but do not attach Form 2220

1 Total tax (see instructions)

2 a Personal holding company tax (Schedule PH (Form 1120), line 26) included on line 1

b Look-back interest included on line 1 under section 460(b)(2) for completed long-term

contracts or section 167(g) for depreciation under the income forecast method . _

c Credit for Federal tax paid on fuels (see instructions) 2c

d Total. Add lines 2a through 2c

3 Subtract line 2d from line 1 If the result is less than $500, do not complete or file this form. The corporation

does not owe the penalty

4 Enter the tax shown on the corporation's 2006 income tax return (see instructions ) Caution : If the tax is zero

or the tax year was for less than 12 months , skip this line and enter the amount from line 3 on line 5

5 Required annual payment . Enter the smaller of line 3 or line 4 If the corporation is required to skip line 4,

582.

582.

1,031.

582.Part 11 Reasons for Filing - Check the boxes below that apply If any boxes are checked, the corporation must file Form 2220

even if it does not owe a penalty ( see instructions).

6 El The corporation is using the adjusted seasonal installment method.

7 0 The corporation is using the annualized income installment method

8 The corporation is a 9arae corporation ' ficunno its first required installment based on the onor vears tax

9 Installment due dates . Enter in columns (a) through(d) the 15th day of the 4th ( Form 990 -PF filers:Use 5th month), 6th, 9th, and 12th months of thecorporation's tax year 9 05/15/07 06/15/07 09/15/07 12/15/07

10 Required Installments . If the box on line 6 and/or line 7

above is checked, enter the amounts from Sch A, line 38 If

the box on line 8 (but not 6 or 7) is checked, see instructions

for the amounts to enter If none of these boxes are checked,

enter 25% of line 5 above in each column. 10 146. 145. 146. 145.11 Estimated tax paid or credited for each period (see

instructions) For column (a) only, enter the amount

from line 11 on line 15 11 1 , 040.

Complete lines 12 through 18 of one column before

going to the next column.

12 Enter amount, if any, from line 18 of the preceding column 12 894. 749. 603.13 Add lines 11 and 12 . . 13 894. 749. 603.14 Add amounts on lines 16 and 17 of the preceding column 14

15 Subtract line 14 from line 13 If zero or less, enter -0- 15 1,040. 894. 749. 603.16 If the amount on line 15 is zero, subtract line 13 from line

14 Otherwise, enter-0- . .. 16 0. 0.

17 Underpayment . If line 15 is less than or equal to line 10,

subtract line 15 from line 10. Then go to line 12 of the next

column. Otherwise, go to line 18 17

18 Overpayment . If line 10 is less than line 15, subtract line 10

from line 15 Then g o to line 12 of the next column 18 894. 749. 603.Go to Part IV on page 2 to figure the penalty . Do not go to Part IV If there are no entries on line 17 - no penalty Is owed.

JWA For Paperwork Reduction Act Notice , see separate Instructions . Form 2220 (2007)

71280102-13-08

FORM 990-PF THE WESTLAKE FOUNDATION INC.

Form2220(2007) C/O KONIGSBERG, WOLF & CO. 13-3393042 Page 2

P^ !1t Figuring the Penalty

19 Enter the date of payment or the 15th day of the 3rd month

after the close of the tax year, whichever is earlier (see

instructions) ( Form 990 - PF and Form 990-T filers: Use 5th

month instead of 3rd month )

20 Number of days from due date of installment online 9 to the

date shown on line 19

21 Number of days online 20 after 4/152007 and before 1/1/2008

22 Underpayment on line 17 x Number of days on line 21 x 8%365

23 Number of days online 20 after 12/31/2007 and before 4/1/2008

24 Underpayment on line 17 x Number of days on line 23 x 7% 124366 r

25 Number of days on line 20 after 3/31/2008 and before 7/12008 . 25

25 Underpayment on line 17 x Number of days on line 25 X •%

366

27 Number of days online 20 after 6/302008 and before 10/12008

28 Underpayment on line 17 x Number of days on line 27 x'%

366

29 Number of days on line 20 after 9/30/2008 and before 1/12009

30 Underpayment online 17 x Number of days on line 29 x'%366

31 Number of days on line 20 after 12/31/2008 and before 2/162009 31

32 Underpayment on line 17 x Number of days online 31 x •%365

33 Add lines 22, 24, 26, 28, 30, and 32 . .

34 Penalty . Add columns (a) through (d) of line 33 Enter the total here and on Form 1120; line 33,

or the comparable line for other income tax returns . . . . 34 $ 0.

* For underpayments paid after March 31, 2008 : For lines 26, 28, 30, and 32, use the penalty interest rate for each calendar quarter, which the IRSwill determine during the first month in the preceding quarter These rates are published quarterly in an IRS News Release and in a revenue ruling inthe Internal Revenue Bulletin To obtain this information on the Internet, access the IRS website at www . irs.gov . You can also call 1-800-829-4933to get interest rate information.

TWA Form 2220 (2007)

71280202-13-08