TY 2011 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2011

For calendar year 2011, or tax year beginning 01-01-2011 , and ending 12-31-2011

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
MILTON-FREEWATER AREA FOUNDATION
BAKER BOYER TRUST 5-015736

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 1796 Room/suite

City or town, state, and ZIP code
WALLA WALLA, WA99362

A Employer identification number

93-6025936

B Telephone number (see page 10 of the instructions)

(509) 525-2000

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$1,505,906J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	6,530
2	Check
3	Interest on savings and temporary cash investments	16,753		16,753
4	Dividends and interest from securities......	22,645		22,645
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		5,997
b	Gross sales price for all assets on line 6a 272,217
7	Capital gain net income (from Part IV, line 2)...			8,756
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	51,925		48,154
13	Compensation of officers, directors, trustees, etc.	15,002		15,002
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		2,061	2,061
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		1,166	1,166
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		1,122	1,122
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	19,351		19,351	0
25	Contributions, gifts, grants paid........	78,928			78,928
26	Total expenses and disbursements. Add lines 24 and 25	98,279		19,351	78,928
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-46,354
b	Net investment income (if negative, enter -0-)			28,803
c	Adjusted net income (if negative, enter -0-)...

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2011)

Form 990-PF (2011)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	12,713	17,349	17,349
	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 (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		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 (attach schedule)		4,366	4,366
	b	Investments—corporate stock (attach schedule)........	857,034	966,459	966,649
	c	Investments—corporate bonds (attach schedule)........	547,413	415,422	422,404
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	5,018	5,018	5,018
	14	Land, buildings, and equipment: basis 89,737
		Less: accumulated depreciation (attach schedule)	89,737	89,737	89,737
	15	Other assets (describe )		383	383
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	1,511,915	1,498,734	1,505,906
	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 )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	711,837	711,837
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	800,078	786,897
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	1,511,915	1,498,734
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	1,511,915	1,498,734

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	1,511,915
2	Enter amount from Part I, line 27a.....................	2	-46,354
3	Other increases not included in line 2 (itemize)	3	33,173
4	Add lines 1, 2, and 3..........................	4	1,498,734
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	1,498,734

Form 990-PF (2011)

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.)
1a
b
c
d
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
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(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
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	8,756
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		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? Yes No

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))
2010	74,345	1,441,679	0.051568
2009	70,759	1,285,585	0.055040
2008	64,668	1,459,213	0.044317
2007	79,623	1,653,859	0.048144
2006	69,791	1,513,297	0.046119

2	Total of line 1, column (d) ......................	2	0.245188
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	0.049038
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	1,533,021
5	Multiply line 4 by line 3.......................	5	75,176
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	288
7	Add lines 5 and 6.........................	7	75,464
8	Enter qualifying distributions from Part XII, line 4..............	8	78,928
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2011)

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	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	288
	hereand 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
3	Add lines 1 and 2............................	3	288
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	288
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	240
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	240
8	Enter any penalty for underpayment of estimated tax. Check hereif 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	48
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax0	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

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.

Did the foundation file Form 1120-POL for this year?.....................

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

If “Yes,” attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If “Yes,” has it filed a tax return on Form 990-T for this year?...................

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

If “Yes,” attach the statement required by General Instruction T.

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?................

Yes

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.

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

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 .

Yes

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 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV..........................

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

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

Yes

Website address bullet

NONE

The books are in care of bullet

BAKER BOYER BANK Telephone no. bullet

(509) 525-2000

Located at bullet

PO BOX 1796WALLA WALLAWA ZIP+4 bullet

99362

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

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

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? YesNo

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

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?.................YesNo

(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.).........YesNo

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)?...

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

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 2011?.............

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)):

At the end of tax year 2011, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2011?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

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

enterprise at any time during the year?.....................YesNo

If “Yes,” did it have excess business holdings in 2011 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 2011.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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 2011?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

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

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

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

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?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

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

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
BAKER BOYER BANK WEALTH MANAGEMENT BAKER BOYER BANK WEALTH MANAGEMENT	TRUSTEE 2.00	15,002	0	0
PO BOX 1796 WALLA WALLA,WA99362	TRUSTEE 2.00	15,002	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

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 (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

1,456,269

Average of monthly cash balances.......................

11,618

Fair market value of all other assets (see page 24 of the instructions)............

88,480

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

1,556,367

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

1,556,367

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ...........................

23,346

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

1,533,021

Minimum investment return. Enter 5% of line 5..................

76,651

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

76,651

Tax on investment income for 2011 from Part VI, line 5......

288

Income tax for 2011. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

288

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

76,363

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

76,363

Deduction from distributable amount (see page 25 of the instructions)...........

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

line 1................................

76,363

Part XII

Qualifying Distributions (see page 25 of the instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

78,928

Program-related investments—total from Part IX-B..................

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

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

78,928

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

income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............

288

Adjusted qualifying distributions. Subtract line 5 from line 4..............

78,640

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 (2011)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7			76,363
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2011:
a From 2006.......
b From 2007.......
c From 2008.......
d From 2009.......	6,932
e From 2010.......	2,741
fTotal of lines 3a through e.........		9,673
4Qualifying distributions for 2011 from Part
XII, line 4: $ 78,928
a Applied to 2010, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2011 distributable amount.....			76,363
e Remaining amount distributed out of corpus		2,565
5 Excess distributions carryover applied to 2011.
(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		12,238
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
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......
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......		12,238
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....	6,932
d Excess from 2010....	2,741
e Excess from 2011....	2,565

Form 990-PF (2011)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2011, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

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) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

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

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

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

MILTON-FREEWATER AREA FOUNDATION
C/O BAKER BOYER BANK TRUST DIVISION
PO BOX 1796
WALLA WALLA,WA99362
(509) 525-2000

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

APPLICATIONS SHOULD BE WRITTEN AND GIVE DETAIL FOR THE PURPOSE OF THE FUNDS.

cAny submission deadlines:

NONE

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

1) LIMITED TO MILTON-FREEWATER, OREGON AREA 2) ONE FUND LIMITED TO EDUCATIONAL ASSISTANCE

Form 990-PF (2011)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
BLUE MTN BABE RUTH BASEBALL 54055 SUMMERS LANE WALLA WALLA,WA99362	NONE		BALL FIELD REFURBISHMENT	25,000
BRIGHAM YOUNG UNIV PO BOX 21009 PROVO,UT84602	NONE		STUDENT EDUCATION SCHOLARSHIPS	500
COLUMBIA BASIN 2600 N 20TH AVE PASCO,WA99301	NONE		STUDENT EDUCATION SCHOLARSHIPS	666
CORBAN COLLEGE 5000 DEER PARK DRIVE SE SALEM,OR97317	NONE		STUDENT EDUCATION SCHOLARSHIPS	2,000
EASTERN OREGON UNIVERSITY ONE UNIVERSITY BLVD LA GRANDE,OR97850	NONE		STUDENT EDUCATION SCHOLARSHIPS	800
FRAZIER FARMSTEAD MUSEUM 1403 CHESTNUT MILTONFREEWATER,OR97862	NONE		GENERAL ACTIVITIES GRANT	19,065
GEORGE FOX UNIVERSITY 414 N MERIDIAN STREET NEWBERG,OR97132	NONE		STUDENT EDUCATION SCHOLARSHIPS	1,000
LOMA LINDA UNIVERSITY 11139 ANDERSON ST LOMA LINDA,CA92350	NONE		STUDENT EDUCATION SCHOLARSHIPS	1,000
MILTON-FREEWATER 1221 S MILL MILTONFREEWATER,OR97862	NONE		GENERAL ACTIVITIES GRANT	10,820
MILTON-FREEWATER 815 S MAIN STREET MILTONFREEWATER,OR97862	NONE		GRANT FOR BOOKS, ETC FOR LIBRARY	349
MILTON-FREEWATER JR SHOW 84575 HWY 11 MILTONFREEWATER,OR97862	NONE		NEW FLOOR FOR OFFICE	767
NW NAZARENE UNIVERSITY 623 HOLLY STREET NAMPA,ID83686	NONE		STUDENT EDUCATION SCHOLARSHIPS	1,000
OREGON INST OF TECHNOLOGY 3201 CAMPUS DRIVE KLAMATH FALLS,OR97601	NONE		STUDENT EDUCATION SCHOLARSHIPS	1,000
UNIVERSITY OF IDAHO PO BOX 444264 MOSCOW,ID83844	NONE		STUDENT EDUCATION SCHOLARSHIPS	1,500
UNIVERSITY OF PORTLAND 5000 N WILLAMETTE BLVD PORTLAND,OR972035753	NONE		STUDENT EDUCATION SCHOLARSHIPS	2,000
WALLA WALLA BASIN PO BOX 68 MILTONFREEWATER,OR97862	NONE		FERNDALE STELLAR PROGRAM	2,000
WALLA WALLA COMMUNITY 500 TAUSICK WAY WALLA WALLA,WA99362	NONE		STUDENT EDUCATION SCHOLARSHIPS	4,334
WALLA WALLA HIOSPICE 1067 E ISAACS WALLA WALLA,WA99362	NONE		RX FOR HOSPICE PATIENTS	2,627
WALLA WALLA SYMPHONY PO BOX 92 WALLA WALLA,WA99362	NONE		YOUTH TO ATTEND YOUNG PEOPLES CONCER	1,500
WALLA WALLA UNIVERSITY 204 S COLLEGE AVENUE COLLEGE PLACE,WA99324	NONE		STUDENT EDUCATION SCHOLARSHIPS	1,000
Total ................................. 3a				78,928

bApproved for future payment

Total ................................. 3b

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See page 28 of the instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	16,753
4 Dividends and interest from securities....			14	22,645
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory			18	8,756	-2,759
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				48,154	-2,759

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

1345,395

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2011)

Page 12

Part XVII

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

Yes

501(c) of 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)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

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

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

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?...........YesNo

If “Yes,” complete the following schedule.

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

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.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2011 AccountingFeesSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	1,858	1,858
AUDIT FEES	203	203

- TIN:

TY 2011 CompensationExplanation

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Person Name	Explanation
BAKER BOYER BANK WEALTH MANAGEMENT BAKER BOYER BANK WEALTH MANAGEMENT

- TIN:

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

TY 2011 GainLossSaleOtherAssetsSch

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
BBB TRUST	2011-07	PURCHASE	2011-12	49,731	49,391	340
BBB TRUST	2010-12	PURCHASE	2011-12	64,983	66,731	-1,748
BBB TRUST	2010-01	PURCHASE	2011-06		3,172	-3,172
BBB TRUST	2011-07	PURCHASE	2011-12	3,799		3,799
BBB TRUST	2010-12	PURCHASE	2011-12		2,476	-2,476
BBB TRUST	2010-01	PURCHASE	2011-06		41	-41
BBB TRUST	2011-07	PURCHASE	2011-12	380	392	-12
BBB TRUST	2010-12	PURCHASE	2011-12	3,451	3,535	-84
BBB TRUST	2011-07	PURCHASE	2011-12	44		44
BBB TRUST	2010-12	PURCHASE	2011-12		18	-18
BBB TRUST	2010-01	PURCHASE	2011-06		194	-194
BBB TRUST	2011-07	PURCHASE	2011-12	439	422	17
BBB TRUST	2010-12	PURCHASE	2011-12	12,788	12,791	-3
BBB TRUST	2011-07	PURCHASE	2011-12	228		228
BBB TRUST	2010-12	PURCHASE	2011-12		92	-92
BBB TRUST	2010-01	PURCHASE	2011-06		856	-856
BBB TRUST	2011-07	PURCHASE	2011-12	6,598	6,816	-218
BBB TRUST	2010-12	PURCHASE	2011-12	60,746	60,824	-78
BBB TRUST	2011-07	PURCHASE	2011-12	907		907
BBB TRUST	2010-12	PURCHASE	2011-12		338	-338
BBB TRUST	2010-01	PURCHASE	2011-06		16	-16
BBB TRUST	2011-07	PURCHASE	2011-12	1,336	1,343	-7
BBB TRUST	2010-12	PURCHASE	2011-12	1,886	1,815	71
BBB TRUST	2011-07	PURCHASE	2011-12	15		15
BBB TRUST	2010-12	PURCHASE	2011-12		3	-3
BBB TRUST	2010-01	PURCHASE	2011-06		18	-18
BBB TRUST	2011-07	PURCHASE	2011-12	80	72	8
BBB TRUST	2010-12	PURCHASE	2011-12	1,683	1,620	63
BBB TRUST	2011-07	PURCHASE	2011-12	19		19
BBB TRUST	2010-12	PURCHASE	2011-12		7	-7
BBB TRUST	2010-01	PURCHASE	2011-06		148	-148
BBB TRUST	2011-07	PURCHASE	2011-12	245	233	12
BBB TRUST	2010-12	PURCHASE	2011-12	10,080	10,093	-13
BBB TRUST	2011-07	PURCHASE	2011-12	167		167
BBB TRUST	2010-12	PURCHASE	2011-12		69	-69
BBB TRUST	2010-01	PURCHASE	2011-06		64	-64
BBB TRUST	2011-07	PURCHASE	2011-12	289	291	-2
BBB TRUST	2010-12	PURCHASE	2011-12	4,571	4,577	-6
BBB TRUST	2011-07	PURCHASE	2011-12	72		72
BBB TRUST	2010-12	PURCHASE	2011-12		35	-35
BBB TRUST	2010-01	PURCHASE	2011-06		33	-33
BBB TRUST	2011-07	PURCHASE	2011-12	92	92
BBB TRUST	2010-12	PURCHASE	2011-12	2,947	3,008	-61
BBB TRUST	2011-07	PURCHASE	2011-12	36		36
BBB TRUST	2010-12	PURCHASE	2011-12		13	-13
BBB TRUST	2010-01	PURCHASE	2011-06		119	-119
BBB TRUST	2011-07	PURCHASE	2011-12	383	384	-1
BBB TRUST	2010-12	PURCHASE	2011-12	11,429	11,799	-370
BBB TRUST	2011-07	PURCHASE	2011-12	131		131
BBB TRUST	2010-12	PURCHASE	2011-12		48	-48
BBB TRUST	2010-01	PURCHASE	2011-06		253	-253
BBB TRUST	2011-07	PURCHASE	2011-12	789	790	-1
BBB TRUST	2010-12	PURCHASE	2011-12	22,839	21,086	1,753
BBB TRUST	2011-07	PURCHASE	2011-12	278		278
BBB TRUST	2010-12	PURCHASE	2011-12		102	-102

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BAKER BOYER INCOME FUND F	377,314	382,822
DODGE & COX INCOME FUND	889	901
FEDERATED GNMA TRUST 16	3,983	4,090
GOLDMAN SACHS SHORT DURATION INSURED	2,483	2,292
BLACK ROCK GNMA PORTFOLIO CLASS A	23,268	22,995
FED INSTITUTIONAL HIGH YIELD FUND	7,485	9,304

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Name of Stock	End of Year Book Value	End of Year Fair Market Value
BLACK ROCK US OPPORTUNITY FUND	71,904	67,904
BLACK ROCK CAP CORE FUND
BLACK ROCK EQUITY DIVIDEND FUND	43,543	46,889
BAKER BOYER EQUITY FUND E	348,500	367,615
DODGE & COX INT'L STOCK FUND	47,202	38,382
FED CAPITAL APPRECIATION FUND
FEDERATED INTR CON 176	24,551	22,070
BLACK ROCK LATIN AM FUND	9,458	7,318
GOLDMAN SACHS MID CAP VALUE FUND	155,129	149,905
GOLDMAN SACHS REAL ESTATE SEC	28,956	36,521
VANGUARD INFLATION PROT 119	48,819	53,224
MATTHEWS ASIA DIVIDEND FUND	60,005	52,983
GOLDMAN SACHS EMERGING MARKET FUND	15,465	14,548
COLUMBIA CONTRARIAN FUND	36,093	32,787
BLACK ROCK STRATEGIC INC	24,374	23,240
FED TOTAL RETURN BOND	52,460	53,263

- TIN:

TY 2011 InvestmentsGovtObligationsSch

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

US Government Securities - End of Year Book Value:

4,366

US Government Securities - End of Year Fair Market Value:

4,366

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2011 InvestmentsOtherSchedule2

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
PGG 1989 PATR DIV	AT COST	5,000	5,000
PGG 1992 PATR DIV	AT COST	18	18

- TIN:

TY 2011 LandEtcSchedule2

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
1403 CHESTNUT, MILTON-FREEWATER	89,737		89,737	89,737

- TIN:

TY 2011 OtherAssetsSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
INCOME/PRINCIPAL CASH		383	383

- TIN:

TY 2011 OtherExpensesSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
INSURANCE EXPENSE	1,122	1,122
MISCELLANEOUS EXPENSE

- TIN:

TY 2011 OtherIncreasesSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Description	Amount
ADJUSTMENT FOR PRINCIPAL TRANSACTIONS	33,173

- TIN:

TY 2011 TaxesSchedule

Name:

MILTON-FREEWATER AREA FOUNDATION

BAKER BOYER TRUST 5-015736

EIN: 93-6025936

Category	Amount	Net Investment Income
FOREIGN TAX WITHHELD	377	377
OREGON DEPT. OF JUSTICE	161	161
REAL ESTATE TAXES-1403 CHESTNUT,	628	628