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

Department of the Treasury Treated as a Private FoundationInternal Revenue S

OMB No 1 54 5- 0052

ervi`e p" Note* The foundation may be able to use a copy of this return to satisfy state reporting requirements O O

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

G Check all that nnnhr F--1 InItnl rahirn F---1 Lind rohirn I 1 Amnn4111 rnh,rn F-Y AAA -- ..henna I

C

Use the IRS Name of foundation A Employer identification number

label.Otherwise , D UIHLEIN FAMILY FOUNDATION 20-5723621

print Number and street (or P O box number if mail is not delivered to street address ) Room suite B Telephone numberortype . 736 N. WESTERN AVENUE 339 847-473-3000

See SpecificInstructions City or town, state, and ZIP code C If exemption application is pending , check here BO.

LAKE FOREST , IL 60045 01. Foreign organizations, check hereH Check type of organization X Section 501 (c)(3) exempt private foundation 2. Foreign organizations meeting the 85% test, ►a

check here and attach computation

0 Section 4947 ( a )( 1 ) nonexempt charitable trust 0 Other taxable p rivate foundation

I Fair market value of all assets at end of year J Accounting method EK Cash 0 AccrualE It private foundation status was terminated

under section 507(b)(1)(A), check here ►0(from Part II, co!. (c), line 16) El Other (specify) F fsethe fou ndation Isa 60-month-month terminati on► $ 5 , 034 , 185 . (Part 1, column (0) must be on cash basis.)

..►

tionon 507 ( b) ( 1 ,under section check hereere

P^Wt I Analysis of Revenue and Expenses(The total of amounts in columns (b), (c), and (d) may not

(a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursementsfor chartable purposes

necessanly equal the amounts in column (a)) expenses per books income income (cash basis only)

1 Contnbutlons, gifts, grants, etc , received 4,500,000 . N A2 Check ►O it the foundation is not required to attach Sch B3 Interest on sav i ngs and temporary

cash investments 2 , 580. 2,580. STATEMENT 14 Dividends and interest from securities 9,743. 9,743. STATEMENT 25a Gross rents

b Net rental income or (loss)

6a Net gain or (loss) from sale of assets not on line 10 90,791 .C

b Gross sales pace for all90 , 791 .assets on line 6a

w 7 Capital gain net income (from Part IV, line 2) 90,791.cc

8 Net short-term capital gain

9 Income modificationsGross sales less returns

1 Ba 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 4 , 603 , 114. 10 313 Compensation of officers, directors, trustees , etc 0. 0 0

14 Other employee salaries and wages I F-y 15 Pension plans, employee benefits ao

y 15a Legal fees

CL b Accounting fees

W c Other professional fees UT17 Interest

18 Taxes STMT 3 1,000. 0. 0.19 Depreciation and depletion

E 20 Occupancy

a 21 Travel, conferences, and meetingsV

22 Printing and publications

23 Other expenses STMT 4 3 , 15 7 . 3 15 7 . 0 .24 Total operating and administrative

^a expenses . Add lines 13 through 23 4 15 7 . 3 15 7 . 0 .0 25 Contributions, gifts, grants paid 2,000. 2,000 .

26 Total expenses and disbursements

Add lines 24 and 25 6 15 7 . 3 15 7 . 2 ( 000.27 Subtract line 26 from line 12

a Excess of revenue over expenses and disbursements 4, 596,957.b Net investment income Cif negative, enter -0-) 99 , 9 5 7 .c Adiusted net Income Ifnegative, -o- ) I N/A

72350102-20-08

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

Form 990-PF/9n071 Pfl 11TMT,F.TN FAMTT,V FO!JNfATTON 20-5723621 Paae2

A-hedschedules and amounts in the descriptionl Sh tBBeginning of year End of year

ee sp £l a ance column should be tor end-oi-var amounts only B(a) Book Value ook Value(b) (c) Fair Market Value

1 Cash - non-Interest-bearing 0. 4,544,697. 4,544,697.

2 Savings and temporary cash investments

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 recenable ►

Less allowance for doubtful accounts ►, 8 Inventories for sale or use

9 Prepaid expenses and deferred charges

10a Investments -U S and state government obligations

b Investments - corporate stock STMT 5 516,097. 568,357. 489,488.

c Investments - corporate bonds

11 Investrrents - land, buildings. and equipment basis ►

Lm accumulated depreciation ►

12 Investments - mortgage loans

13 Investments - other

14 Land, buildings, and equipment basis ►Less accumulated deprecrabon ►

15 Other assets (describe ► )

16 Total assets to be completed b all filers 516 , 097. 5 , 113 , 054. 5 1 034 , 185.17 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

J 22 Other liabilities (describe ►

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

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

24 Unrestricted

0 25 Temporarily restrictedToM 26 Permanently restricted

C FX1Foundations that do not follow SFAS 117, check here Po.

r` and complete lines 27 through 31.0

27 Capital stock, trust principal, or current funds 0. 0.

28 Paid-in or capital surplus, or land, bldg , and equipment fund 0. 0 .

4 29 Retained earnings, accumulated income, endowment, or other funds 516,097. 5,113,054. .

Z 30 Total net assets or fund balances 516,097. 5,113,054 .

31 Total liabilities and net assets/fu nd balances 516 , 097. 5 r 113 , 054 .

p^ J11 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 ) 1 516,097 .

2 Enter amount from Part I , line 27a 2 4, 596,957 .

3 Other increases not included in line 2 ( itemize) ► 3 0

4 Add lines 1 , 2, and 3 4 5, 113,054 .

5 Decreases not included in line 2 ( itemize) ► 5 0

6 Total net assets or fund balances at end of year ( line 4 minus line 5) - Part II , column ( b), line 30 6 5 113 , 054 .

Form 990-PF (2007)723511o2-20-08

Form 990-PF(2 07) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Pa g e 3Pa 1Y 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- Purchase

D - Donation

( c Date acquired(mo , day, yr )

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

1a DETAIL AVAILABLE IN TAXPAYER'S FILE P VARIOUS VARIOUSb DETAIL AVAILABLE IN TAXPAYER'S FILE VARIOUS VARIOUS

Cd

e

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

( g) Cost or other basisplus expense of sale

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

a 73. 73.b 90 , 718. 90,718.Cd

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

(i) F M V as of 12/31 /69(1) Adjusted basisas of 12/31/69

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

c ol (k), but le sscolth an -0-) or

Losses (f r om

a 73.b 90,718.

Cd

e

2 Capital gain net income or net capital loss ! It gain,)a lso enter in Part I , line 7( ) l f ?loss) enter -0- in Part I line 7 2 90 , 791.

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 Part I , line 8 3 N/A

I Part V I 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? 0 Yes ^X No

If 'Yes' the foundation does not quality under section 4940 ( e) Do not complete this part1 Enter the appropriate amount in each column for each year , see instructions before making any entries

Base peand yearsCalendar y ear or tax y ear be g innin g in Adjusted qualifying distributions Net value of nonchardable use assets

dDistnbut d ratio

(col (b) divided by col (c))

2006 0. 30,997. .000000

2005

2004

2003

2002

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

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 0 0 0 0 0

4 Enter the net value of nonchantable-use assets for 2007 from Part X, line 5 4 698,083.

5 Multiply line 4 by line 3 5 0.

6 Enter 1 % of net investment income (I% of Part I, line 27b) 6 1 , 000.

7 Add lines 5 and 6 7 1,000.

8 Enter qualifying distributions from Part XII, line 4 8 2,000.

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 rateSee the Part VI instructions

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

Form 990-PF(2007) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Pag e 4Part Mt 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 ► [X and enter 1% 1 1,000.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 1,000.4 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 1,000.6 Credits/Payments

a 2007 estimated tax payments and 2006 overpayment credited to 2007 6a 1,000.

b Exempt foreign organizations - tax withheld at source 6bc Tax paid with application for extension of time to file (Form 8868) 6cd Backup withholding erroneously withheld 6d

7 Total credits and payments Add lines 6a through 6d 7 1,000.8 Enter any penalty for underpayment of estimated tax Check here rt Form 2220 is attached 8 12.9 Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed ► 9 12.

10 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 1011 Enter the amount of line 10 to be Credited to 2 008 estimated tax ► Refunded ► 11Put VU-A Statements Regarding Activities1 a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No

any political campaign? 1a Xb 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 lb, attach a detailed description of the activities and copies of any materials published ordistributed by the foundation in connection with the activities

c Did the foundation file Form 1120-POL for this year? 1c Xd Enter the amount (d 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 (if 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, orbylaws, 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 $1,000 or more during the year? 4a Xb 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 XIf "Yes, " attach the statement required by General Instf action 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 lawremain in the governing instrument? 6 X

7 Did the foundation have at least $5,000 in assets at any time during the year? 7 XIf "Yes, " complete Part ll, col (c), and Part XV.

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ►IL

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(l)(3) or 4942(j)(5) for calendaryear 2007 or the taxable year beginning in 2007 (see instructions for Part XIV)? If "Yes," complete Part XIV

0 Did any persons become substantial contributors dunno the tax year' if •v. • ,,-., _-.- .... ,..... ____ __..

8b I X

91 IX1 10 1 X I

Form 990-PF (2007)

72353102-20-08

Form 990-PF (2007) ED UIHLE IN FAMILY FOUNDATION 20-5723621 Page 5Pa VII-A Statements Regarding Activities (continued)1la 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) 11a Xb 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 1 la? N/A 11b12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract? 12 X13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X

Website address ► N/A

14 The booksare in care of ► RICHARD UIHLEIN Telephone 847-473-3000Located at ► 7 3 6 N WESTERN AVE #339, LAKE FOREST, IL ZIP+4 0 0 4 5

15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here ►and enter the amount of tax-exempt interest received or accrued during the year ► 15 N/A

Part VII-B Statements Regarding Activities for Which Form 4720 May Be RequiredFile Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes No

la 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 No

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

a disqualified person? Yes No

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? Yes ® No

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

b If any answer is 'Yes" to la(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)? lb X

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

before the first day of the tax year beginning in 2007? 1c 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(l)(3) or 4942(l)(5)):

a At the end of tax year 2007, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning

before 2007? Yes ® 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 2bc 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 timeduring the year? 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 jeopardize its charitable 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 jeo pardy before the first day of the tax year be g inning in 2007? 4b X

Form 990-PF (2007)

72354102-20-07

ED UIHLEIN FAMILY FOUNDATION 20-5723621 PaPart Vll-B Statements Regarding Activities for Which Form 4720 May Be Required (continued)5a during the year did the foundation pay or incur any amount to:

(1) Carry on propaganda , or otherwise attempt to influence legislation (section 4945 (e))? Yes ® No(2) Influence the outcome of any specific public election (see section 4955 ); or to carry on, directly or indirectly,

any voter registration drive? Yes ® No

(3) Provide a grant to an individual for travel, study, or other similar purposes ? Yes ® No(4) Provide a grant to an organization other than a charitable , etc., organ ization described in section

509(a )( 1), (2), or (3 ), or section 4940 (d)(2)? Yes ® No

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

the prevention of cruelty to children or animals? Yes ® Nob If any answer is 'Yes' to 5a(l )-( 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 )? N/A 5b

Organizations relying on a current notice regarding disaster assistance check here ►Qc 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 Yes = 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? Yes ® No

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

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 ®No

b If yes , did the foundation receive any proceeds or have any net income attributable to the transaction? N/A

X

Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly0 Paid Employees, and Contractors1 List all officers, directors, trustees, foundation managers and their compensation.

(a) Name and address(b) Title, and averaoe

hours per week devo edto position

(c) Compensation(If not paid,enter -0-)

conmbunonsto

emp an0deferredpianscompensation

(e)Expenseaccount, otherallowances

RICHARD E. UIHLEIN DIRECTOR/PRES IDENT736 N WESTERN AVE # 339LAKE FOREST, IL 60045 0.00 0. 0. 0.LUCIA UIHLEIN HIGGINS DIRECTOR/SECR ETARY736 N WESTERN AVE #339LAKE FOREST, IL 60045 0.00 0. 0. 0.FREDERICKA ANNE GOLDENBERG DIRECTOR/TREA SURER736 N WESTERN AVE 339LAKE FOREST, IL 60045 0.00 0. 0. 0.

2 Compensation of five highest-paid employees (other than those included on line 1). If none, enter "NONE."

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

hours per weekdevoted to position

(c) Compensationcommbunonsm

ent andedehrnedplanscompensation

(e) Exp enseaccoun t, otherallowances

NONE

Total number of other employees paid over $50,000 ► 1 0Form 990-PF (2007)

72355102-20-08

Form 990-PF (2007) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Pagel

Information About Officers , Directors , Trustees , Foundation Managers, HighlyPaid 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 receivin g over $50 ,000 for p rofessional services 0

I Part IX-A 1 Summary of Direct Charitable Activities

List the foundation ' s four largest direct charitable 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 ED UIHLEIN FOUNDATION IS ORGANIZED AND OPERATED FOR THESOLE PURPOSE OF MAKING CASH CONTRIBUTIONS TO QUALIFYINGPUBLIC CHARITIES. THE FOUNDATION DOES NOT ENGAGE IN ANY

2OTHER DIRECT CHARITABLE ACTIVITIES.

3

4

I Part JX-B I Summary of Prouram-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 NONE

Total. Add lines 1 through 3 0 .

Form 990-PF (2007)

72356102-20-08

Form 990-PF (20Q7) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Page8

Pdt k 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 708,714.

b Average of monthly cash balances lb

c Fair market value of all other assets 1C

d Total ( add lines la , b, and c ) 1d 708,714.

e Reduction claimed for blockage or other factors reported on lines 1a and1c (attach detailed explanation) I le 0.

2 Acquisition indebtedness applicable to line 1 assets 2 0

3 Subtract line 2 from line ld 3 708,714.

4 Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount , see instructions ) 4 10,631.

5 Net value of noncharitable - use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 5 698,083.

6 Minimum investment return . Enter 5% of line 5 6 34 F 904.

FOi-viDistributable Amount (see instructions) ( Section 4942 ( ))(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 34,904.2a Tax on investment income for 2007 from Part VI, line 5 2a 1,000.

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

c Add lines 2a and 2b 2c 1 , 000 .

3 Distributable amount before adjustments Subtract line 2c from line 1 3 3 3 , 9 0 4 .4 Recoveries of amounts treated as qualifying distributions 4 0 .

5 Add lines 3 and 4 5 33,904 .5 Deduction from distributable amount ( see instructions) 6 0

7 D istributable a mou nt as adjusted Su btract line 6 fro m line 5 Enter here and on Part XIII , line 1 7 3 3 , 9 0 4 .

Part XI1 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 2,000.

b Program-related investments - total from Part IX-B _ 1b 0

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

3 Amounts set aside for specific charitable protects 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 2,000.

5 Foundations that quality under section 4940(e) for the reduced rate of tax on net investment

income Enter 1% of Part I, line 27b 5 1 , 000.

6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 1,000.

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)

72357102-20-08

Form 990-PF (20Q7) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Page9

Part 111 Undistributed Income (see instructions)

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, it any, to 2007

a From 2002

b From 2003

c From 2004

d From 2005

e From 2006

f Total of lines 3a through e

4 Qualifying distributions for 2007 from

PartXll,line4 ' $ 2,000.

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

b Applied to undistributed income of prior

years (Election required - see instructions)

c Treated as distributions out of corpus

(Election required - see instructions)

d Applied to 2007 distributable amount

e Remaining amount distributed out of corpus

5 Excess distributions carryover applied to 2007(If an amount appears in column (d), the same amountmust 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'undistributed income for which a notice ofdeficiency has been issued, or on whichthe section 4942(a) tax has been previouslyassessed

d 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) or 4942(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

b Excess from 2004

c Excess from 2005

d Excess from 2006

72358102-20-08

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

33,904.

1,550.

0.

0.

1,550.

0.

0.450.

0.0. 0,

0.

0.

0.

0.

0.

33,454.

0.

0.

0.

Form 990-PF (2007)

Form990-PF 20 7 ED UIHLEIN FAMILY FOUNDATION 20-5723621 Page10

Part XIV 1 Private Operating Foundations (see instructions and Part VII-A, question 9) N/A

1 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 lo. I

b Check box to indicate whether the foundation is a p rivate o eratm foundation described in section 4942 (j)( 3 ) or 0 49412(l)(5)

2 a Enter the lesser of the adjusted net Tax year Prior 3 years

income from Part I or the minimum ( a) 2007 ( b) 2006 (c) 2005 (d) 2004 ( e) Total

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 upona '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 (I)(3)(B)(nQ

(3) Largest amount of support from

an exempt organization

( 4 ) Gross investment income

Pali XV 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)

RICHARD E. UIHLEIN

b 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 orother entity ) of which the foundation has a 10% or greater interest

NONE

2 Information Regarding Contribution , Grant, Gift , Loan , Scholarship, etc., Programs:Check here 10, 0 it 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

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

c Any submission deadlines

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors-

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

Form 990-PF ( 2007 ) ED UIHLEIN FAMILY FOUNDATION 20-5723621on

s uranis ana contnouuons raw uunng the rear or Approved Tor Future Payment

Recipient If recipient is an individual,show any relationship to Foundation Purpose of grant orn f d t status of contribution Amount

Name and address ( home or business ) ya oun a ion manageror substantial contributor recipient

a Paid dung the year

GUARDIAN ANGELS OF S. W. GENERALFLORIDA, SARASOTA, FL ONE PUBLIC CHARITABLE 2,000.

Total ► 3a 2 , 000.b Approved for future payment

NONE

Total 3b 1 0 .723611-20-08 Form 990-PF (2007)

Form 990-PF (2007) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Page 12

Part XVI-A Analysis of Income -Producing Activities

Enter

1 Pro

a

b

C

d

e

t

9

2 Me

3 Int

inv

4 Div

5 Net

a

b

6 Net

pro

7 0th

8 Gai

tha

9 Net

10 Gr

11 0th

a

b

C

d

e

12 Su

Iross amounts unless otherwise indicated Unrelate d business income Exclu ded by section 512 , 513 , or 514 (e)

gram service revenue

(a)Businesscode

(b)Amount

Exci„_Sioncode

(d )Amount

Related or exemptfunction income

N/A

Fees and contracts from government agencies

mbership dues and assessments

rest on savings and temporary cash

estments 14 2,580.idends and interest from securities 14 9,743.rental income or ( loss) from real estate

Debt-financed property

Not debt -financed property

rental income or (loss ) from personal

perty

er investment incomen or (loss ) from sales of assets other

n inventory 18 90,791.income or (loss) from special events

ss profit or (loss ) from sales of inventory

er revenue

btotal Add columns ( b), (d), and (e) 0. 1 103 , 114.

B

o

1 0.

13 Total . Add line 12, columns (b), (d), and (e) 13 10T, 114.

(See worksheet in line 13 instructions to verify calculations

P XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

Form 990-PF (20Q7) ED UIHLEIN FAMILY FOUNDATION 20-5723621 Pag e 13Part XWl Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Exempt 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')

Transfers from the reporting foundation to a noncharitable exempt organization of

(1) Cash 1a 1 X

(2) Other assets 1a 2 X

Other transactions

(1) Sales of assets to a nonchardable exempt organization lb 1 X

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

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

(4) Reimbursement arrangements 1 b (4 ) X

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

(6) Performance of services or membership or fundraising solicitations 1 b ( 6 ) X

Sha ring of facilities, equipment, mailing lists, other assets, or paid employees 1c 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

If 'Yes' comp lete the followin g schedule(a) Name of organization (b) Type of organization (c) Description of relationship

N/A

Under penalty of rju eclare that I examined this return , including accompanying schedules and statements , and to the best of my knowledge and belief, it is true, correct,

and complete D on of prep (o r e d aced on all information of which oreoarer has anv knowled

Signature of officer or tru ee

Preparer'ssig nature'0

a Firm 's name ( or yours ELOI TE AX LLPy

ifs,:Ifemplorv . ,555 EAST WELLS STREET,addres . andZlPcode MILWAUKEE , WI 53202

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') 0 Yes ® No

Schedule B Schedule of ContributorsOMB No 1545-0047

(Form 990 , 990-EZ,or 990 - PF) Supplementary Information for

2007Department of the Treasury line 1 of Form 990, 990- EZ, and 990-PF (see instructions)Internal Revenue Service

Name of organization Employer identification number

E D U IHLEIN FAMILY FOUNDATION 20-5723621Organization type (check one).

Filers of: Section:

Form 990 or 990•EZ 0 501 (c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

EJ 527 political organization

Form 990-PF EX 501 (c)(3) exempt private foundation

EJ 4947(a)(1) nonexempt charitable trust treated as a private foundation

EJ 501 (c)(3) taxable private foundation

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-

For organizations filing Form 990, 990-EZ , or 990 •PF that received, during the year, $5,000 or more (in money or property) from any one

contributor . (Complete Parts I and II.)

Special Rules-

For a section 501(c)(3) organization filing Form 990 , or Form 990-EZ, that met the 33 1/3% support test of the regulations under

sections 509 (a)(1)/170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the greater of $5,000 or 2%

of the amount on line 1 of these forms . (Complete Parts I and II.)

0 For a section 501(c)(7 ), (8), or (10 ) organization filing Form 990 , or Form 990- EZ, that received from any one contributor, during the year,

aggregate contributions or bequests of more than $1,000 for use exclusively for religious , charitable, scientific , literary , or educational

purposes, or the prevention of cruelty to children or animals (Complete Parts I, II, and III )

Q For a section 501(c)(7), (8), or (10 ) organization filing Form 990, or Form 990•EZ, that received from any one contributor, during the year,

some contributions for use exclusively for religious, charitable , etc., purposes, but these contributions did not aggregate to more than

$1,000 . ( If this box is checked , enter here the total contributions that were received during the year for an exclusively religious,

charitable , etc, purpose Do not complete any of the Parts unless the General Rule applies to this organization because it received

nonexclusively religious , charitable, etc., contributions of $5,000 or more during the year.) ► $

Caution : Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990-EZ, or 990-PF), but

they must check the box in the heading of their Form 990, Form 990-EZ, or on line 2 of their Form 990-PF, to certify that they do not meet the filing

requirements of Schedule B (Form 990, 990-EZ, or 990-PF)

LHA For Paperwork Reduction Act Notice , see the Instructions

for Form 990 , Form 990 - EZ, and Form 990-PF.

723451 12-27-07

Schedule B (Form 990, 990-EZ, or 990 -PF) (2007)

Schedule B (Form 990, 990-EZ, or 990-PF) Page 1 of 1 of Part

Name of organization

ED UIHLEIN FAMILY FOUNDATION

Employer identification number

20- 572362 1

Part I Contributors (See Specific Instructions.)

(a)

No.(b)

Name, address, and ZIP + 4(c)

Aggregate contributions

(d)

Type of contribution

1 RICHARD UIHLEIN Person

736 N WESTERN AVE #339 $ 4,500,000.Payroll

Noncash fl

LAKE FOREST, IL 6 0 0 4 5(Complete Part II if thereis a noncash contribution.)

(a)

No.(b)

Name , address, and ZIP + 4(c)

Aggregate contributions

(d)

Type of contribution

Person

$

Payroll

Noncash

(Complete Part II if there

is a noncash contribution.)

(a)

No.

(b)

Name, address, and ZIP + 4(c)

Aggregate contributions

(d)

Type of contribution

Person

$

Payroll

Noncash

(Complete Part II if thereis a noncash contribution.)

(a)

No.

(b)

Name , address, and ZIP + 4

(c)

Aggregate contributions

(d)

Type of contribution

Person 0

$

Payroll fl

Noncash

(Complete Part II if thereis a noncash contribution.)

(a)

No.

(b)

Name , address, and ZIP + 4

(c)

Aggregate contributions(d)

Type of contribution

Person

$

Payroll

Noncash

(Complete Part II if thereis a noncash contribution.)

(a)

No.

(b)

Name, address, and ZIP + 4

(c)

Aggregate contributions(d)

Type of contribution

Person

$

Payroll

Noncash

(Complete Part li if thereis a noncash contribution.)

723452 12-27-07 Schedule 8 (Form 990 - 990-EZ _ or 990- PFI (20071

Form 2220 Underpayment of Estimated Tax by CorporationsOMB No 1545-0142

Department of the Treasury ► See separate instructions 2007Internal Revenue Service ► Attach to the corporation's tax return FORM 990 -PF

Name Employer identification number

ED UIHLEIN FAMILY FOUNDATION 20-5723621

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

Part ! Required Annual Payment

1 Total tax (see instructions) 1 1,000.

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

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 2b

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

it Total . Add lines 2a through 2c 2d

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 3 1,000.4 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 4

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

enter the amount from line 3 . 5 1 , 00-0.

Part 11 Reasons for Filing - Check the boxes below that apply If any boxes are checked, the corporation must file Form 2220even it it does not owe a penalty (see instructions)

6 The corporation is using the adjusted seasonal installment method

7 The corporation is using the annualized income installment method

8 0 The cor p oration is a "larg e corp oration" figuring its first re q uired installment based on the p rior year's taxPart 111 Ficiurina the Underoavment

( a ) ( b ) ( c ) ( d )9 Installment due dates . Enter in columns (a) through

(d) the 15th day of the 4th (Form 990-PF filers:Use 5th month),corporation's tax ytea

9th, and 12th months of the 9 05/15/07 06/15/07 09/15/07 12/15/0710 Required installments . It 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 10 250. 250. 250. 250.11 Estimated tax paid or credited for each period (see

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

from line 11 on line 15 11 1,000.

Complete lines 12 through 18 of one column before

going to the next column12 Enter amount, if any, from tine 18 of the preceding column 12 250.

13 Add lines 11 and 12 13 1,000. 250.

14 Add amounts on lines 16 and 17 of the preceding column 14 250. 500.

15 Subtract line 14 from line 13 If zero or less, enter -0- 15 0. 0. 500. 250.

16 If the amount on line 15 Is zero, subtract line 13 from line

14 Otherwise, enter -0- 16 250. 0.17 Underpayment . If line 15 is less than or equal to line 10,

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

column Otherwise, go to line 18 17 250. 250.18 Overpayment . If line 10 is less than line 15, subtract line 10

from line 15 Then g o to tine 12 of the next column 18 250 .

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-PFForm 2220 ( 2007 ), ED UIHLEIN FAMILY FOUNDATION 20-5723621 Page 2

Prt'11t 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 on line 9 to the

date shown on line 19

21 Number of days online 20 after 4/15/2007 and before 1/12008

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

365

23 Number of days on line 20 after 121312007 and before 4/12008 23

24 Underpayment on line 17 x Number of days online 23 x 7%366

25 Number of days on line 20 after 3/31/2008 and before 7/1/2008

26 Underpayment on line 17 x Number of days on line 25 X 26366

27 Number of days on line 20 after 6/30/2008 and before 10/1/2008 27 SEEI ATTACHED WORKSHEET

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

366

29 Number of days on line 20 after 9/302008 and before 1/1/2009

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

31 Number of days online 20 after 12/312008 and before 2/16/2009

32 Underpayment on line 17 x N umber of days on line 31 x'% 32365

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

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 $ 12.

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 webslte at www Irs .gov. You can also call 1-800-829-4933to get interest rate information

TWA Form 2220 (2007)

71280202-13-08

FORM 990-PFUNDERPAYMENT OF ESTIMATED TAX WORKSHEET

Name ( s)

ED UIHLEIN FAMILY FOUNDATION

Identifying Number

20-5723621

(A)

*Date

(B)

Amount

(C)Adjusted

Balance Due

(D )Number DaysBalance Due

(E)Daily

Penalty Rate

(F)

Penalty

-0-

05/15/07 250. 250. 31 .000219178 2.

06/15/07 250. 500. 92 .000219178 10.

09/15/07 250. 750.

09/15/07 <1,000. > <250. >

12/15/07 250. 0.

12/31/07 0. 0. 91 .000191257

03/31/08 0. 0. 45 .000163934

Penalty Due ( Sum of Column F) 12.

Date of estimated tax payment, withholdingcredit date or installment due date

71251104-27-07

ED UIHLEIN FAMILY FOUNDATION 20-5723621

FORM 990-PF INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 1

SOURCE

NORTHERN TRUST

TOTAL TO FORM 990-PF, PART I, LINE 3, COLUMN A

AMOUNT

2,580.

2,580.

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 2

SOURCE

NORTHERN TRUST

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

CAPITAL GAINS COLUMN (A)GROSS AMOUNT DIVIDENDS AMOUNT

9,743. 0. 9,743.

9,743. 0. 9,743.

FORM 990-PF TAXES STATEMENT 3

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

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

TAXES PAID 1,000. 0. 0.

TO FORM 990-PF, PG 1, LN 18 1,000. 0. 0.

FORM 990-PF OTHER EXPENSES STATEMENT 4

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

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

FILING FEES 5. 5. 0.INVESTMENT FEES 3,152. 3,152. 0.

TO FORM 990-PF, PG 1, LN 23 3,157. 3,157. 0.

STATEMENT(S) 1, 2, 3, 4

ED UIHLEIN FAMILY FOUNDATION 20-5723621

FORM 990-PF CORPORATE STOCK STATEMENT 5

DESCRIPTION

568,357. 489,488.

BOOK VALUEFAIR MARKET

VALUE

DETAIL AVAILABLE IN TAXPAYER'S FILE

TOTAL TO FORM 990-PF, PART II, LINE 10B 568,357. 489,488.

STATEMENT(S) 5