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
ZS&M WILF FOUNDATION INC
(FORMERLY Z&M FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)200 CENTRAL AVENUEROOM/SUITE 102Room/suite

City or town, state, and ZIP code
MOUNTAINSIDE, NJ07092

A Employer identification number

22-3553441

B Telephone number (see page 10 of the instructions)

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

$105,273,556J 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)	5,323,889
2	Check
3	Interest on savings and temporary cash investments	3,059,645		3,059,645
4	Dividends and interest from securities......
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-2,560,135
b	Gross sales price for all assets on line 6a 6,449,601
7	Capital gain net income (from Part IV, line 2)...
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........	5,823,399		3,059,645
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		5,000	5,000
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		30,125
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		619	619
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	35,744		5,619	0
25	Contributions, gifts, grants paid........	4,964,193			4,964,193
26	Total expenses and disbursements. Add lines 24 and 25	4,999,937		5,619	4,964,193
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	823,462
b	Net investment income (if negative, enter -0-)			3,054,026
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...............	706,431	1,481,323	1,481,323
	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)	13,258,408	11,099,554	11,382,344
	b	Investments—corporate stock (attach schedule)........	44,254,802	49,221,771	63,404,752
	c	Investments—corporate bonds (attach schedule)........	17,199,562	22,482,373	22,938,789
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	14,128,704	6,066,348	6,066,348
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	89,547,907	90,351,369	105,273,556
	17	Accounts payable and accrued expenses..........	51,000	31,000
	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)..........	51,000	31,000
		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.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	89,496,907	90,320,369
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	89,496,907	90,320,369
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	89,547,907	90,351,369

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	89,496,907
2	Enter amount from Part I, line 27a.....................	2	823,462
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	90,320,369
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	90,320,369

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.)
1 a	600 CALL IBM 135 APR-SHORT	P	2011-01-25	2010-11-01
b	42 TELEFONICA SA SPAIN	P	1999-09-23	2011-02-18
c	600 CALL IBM 150 JULY-SHORT	P	2011-05-02	2011-01-25
d	250000 ALLY FINANCIAL 7.25 11	P	2005-03-29	2011-03-02
e	1000 BIOTECH HOLDERS	P	1999-11-22	2011-02-01
	200000 FORD MOTOR CREDIT 6 14	P	2004-02-27	2011-03-21
	10 DUETUCHE TELE	P	2000-08-29	2011-02-01
	600 CALL IBM 155 JAN-SHORT	P	2011-05-03	2011-12-13
	1042 DEVELOPERS DIVERSIFIED RLTY REI	P	2003-12-27	2011-02-18
	250000 BANK OF NY 5.45 29	P	2004-01-16	2011-07-15
	5000 BLACK ROCK DIV INC STRAT	P	2005-01-26	2011-02-18
	10000 GEOGIA POWER CAPITAL 5.875 PFD	P	2004-01-15	2011-09-23
	2000 GENWORTH FINANCIAL	P	2004-05-24	2011-02-18
	11306 FHLMC 3047 H 5.35 35	P	2005-11-02	2011-01-25
	2300 INTERNET HOLDINGS	P	1999-09-22	2011-02-18
	436984 GNMA 34 HA 4.5 34	P	2009-05-29	2011-12-31
	1000 INTERNET INFRASTRUCTURE	P	2000-02-24	2011-02-18
	1092812 GNMA 15 KA 5 37	P	2009-03-30	2011-12-31
	4 INFOSPACE	P	1999-09-23	2011-02-18
	376389 GNMA 15 NH 4 38	P	2009-03-19	2011-12-31
	200 MARKET 2000 HOLDERS	P	2000-08-29	2011-02-18
	173404 GNMA 87 WA 4.5 38	P	2009-11-26	2011-12-31
	8 MASS AUTO	P	2000-01-31	2011-02-18
	3 NORTEL NETWORKS	P	2000-02-24	2011-02-18
	500 PHARMACEUTICAL HOLDINGS	P	2000-01-31	2011-02-18
	40 PFIZER	P	2000-01-31	2011-02-18

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	850,893	1,556,200	-705,307
b	1,049	3,981	-2,932
c	833,063	1,365,676	-532,613
d	250,000	236,960	13,040
e	101,758	107,327	-5,569
	200,000	200,000
	136	275	-139
	1,293,734	2,306,138	-1,012,404
	14,653	28,321	-13,668
	250,000	250,000
	55,320	100,000	-44,680
	250,000	250,000
	27,290	39,000	-11,710
	11,306	10,967	339
	181,881	243,509	-61,628
	436,984	453,644	-16,660
	3,850	94,876	-91,026
	1,092,814	1,133,793	-40,979
	33	1,485	-1,452
	376,390	388,151	-11,761
	10,680	19,224	-8,544
	173,404	172,299	1,105
	592	71	521
		1,795	-1,795
	33,004	44,948	-11,944
	767	1,096	-329

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			-705,307
b			-2,932
c			-532,613
d			13,040
e			-5,569

			-139
			-1,012,404
			-13,668

			-44,680

			-11,710
			339
			-61,628
			-16,660
			-91,026
			-40,979
			-1,452
			-11,761
			-8,544
			1,105
			521
			-1,795
			-11,944
			-329

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	-2,560,135
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	-2,250,324

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	3,735,076	84,588,871	0.044156
2009	3,792,491	75,014,778	0.050557
2008	3,933,511	76,135,155	0.051665
2007	3,053,584	82,217,001	0.037141
2006	3,091,628	69,883,670	0.044240

2	Total of line 1, column (d) ......................	2	0.227759
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	0.045552
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	100,287,014
5	Multiply line 4 by line 3.......................	5	4,568,274
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	30,540
7	Add lines 5 and 6.........................	7	4,598,814
8	Enter qualifying distributions from Part XII, line 4..............	8	4,964,193
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	30,540
	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	30,540
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	30,540
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a
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
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	742
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	31,282
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

N/A

The books are in care of bullet

NEIDICH COMPANY Telephone no. bullet

(908) 654-7010

Located at bullet

200 CENTRAL AVENUE SUITE 102MOUNTAINSIDENJ ZIP+4 bullet

07092

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
ZYGMUNT WILF	TRUSTEE 0.50	0	0	0
500 ASHWOOD ROAD SPRINGFIELD,NJ07081	TRUSTEE 0.50	0	0	0
MARK WILF	TRUSTEE 0.50	0	0	0
6 LOCKHERN COURT LIVINGSTON,NJ07039	TRUSTEE 0.50	0	0	0
JEFFREY WILF	TRUSTEE 0.50	0	0	0
280 PARK AVE NEW YORK,NY10010	TRUSTEE 0.50	0	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...................

100,720,350

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

1,093,877

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

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

101,814,227

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.........................

101,814,227

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

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

1,527,213

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

100,287,014

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

5,014,351

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....................

5,014,351

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

30,540

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

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

30,540

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

4,983,811

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

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

4,983,811

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................................

4,983,811

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 ..........

4,964,193

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

4,964,193

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)............

30,540

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

4,933,653

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)

	(c) 2010	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7		4,983,811
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......	4,039,464
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.......
e From 2010.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2011 from Part
XII, line 4: $ 4,964,193
a Applied to 2010, but not more than line 2a	4,039,464
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.....		924,729
e Remaining amount distributed out of corpus
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
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 ..........		4,059,082
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 ......
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....
d Excess from 2010....
e Excess from 2011....

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).)

ZYGMUNT WILF

MARK WILF

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:

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

cAny submission deadlines:

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

Form 990-PF (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
PRINCETON UNIVERSITY 330 ALEXANDER ST PRINCETON,NJ08540		PUBLIC	GENERAL	1,010,000
YESHIVA UNIVERSITY 500 WEST 185TH ST NEW YORK,NY10033		PUBLIC	GENERAL	1,000,000
JEWISH FEDERATION OF CENTRAL NJ 1391 MARTINE AVE SCOTCH PLAINS,NJ07076		PUBLIC	GENERAL	850,000
PINGRY SCHOOL MARTINSVILLE RD POB 366 MARTINSVILLE,NJ08836		PUBLIC	GENERAL	530,000
NEW YORK UNIVERSITY OF LAW 110 WEST THIRD ST NEW YORK,NY10012		PUBLIC	GENERAL	520,000
NEWARK ACADEMY 91 SOUTH ORANGE AVE LIVINGSTON,NJ07039		PUBLIC	GENERAL	250,000
GOLDA OCHS ACADEMY 1418 PLEASNAT VALLEY WAY WEST ORANGE,NJ07052		PUBLIC	GENERAL	226,500
AMERICAN ISRAEL EDUCATION FDN 251 H STREET NW WASHINGTON,DC20001		PUBLIC	GENERAL	75,000
HILLEL 800 8TH STREET NW WASHINGTON,DC20001		PUBLIC	GENERAL	65,000
AMER FRIENDS OF THE JORDAN RIVER VI 228 PARK AVE SOUTH 97952 NEW YORK,NY10003		PUBLIC	GENERAL	50,000
NATIONAL MUSEUM OF AMER JEWISH HIST 101 S INDEPENDENCE MALL E PHILADELPHIA,PA19106		PUBLIC	GENERAL	50,000
PARK EAST SYNAGOGUE 163 EAST 67TH ST NEW YORK,NY10065		PUBLIC	GENERAL	50,000
VISUAL ARTS CENTER OF NEW JERSEY 68 ELM ST SUMMIT,NJ07902		PUBLIC	GENERAL	50,000
JEWISH FAMILY SERVICE OF CENTRAL NJ 655 ESTFIELD AVE ELIZABETH,NJ07208		PUBLIC	GENERAL	49,150
UNITED JEWISH COMMUNITIES OF METRO 901 ROUTE 10 WHIPPANY,NJ07981		PUBLIC	GENERAL	44,081
ANTIDEFAMATION LEAGUE 70 STERLING PL TEANECK,NJ07666		PUBLIC	GENERAL	36,000
AMERICAN SOCIETY OF YAD VASHEM 500 FIFTH AVE NEW YORK,NY10110		PUBLIC	GENERAL	25,000
JEWISH TELEGRAPHIC AGENCY 330 SEVENTH AVE NEW YORK,NY10001		PUBLIC	GENERAL	15,000
CHARITY GLOBAL 200 VARICK ST SUITE 201 NEW YORK,NY10014		PUBLIC	GENERAL	13,000
AMERICAN FRIENDS OF MELITZ 5708 PARK HEIGHTS AVE BALTIMORE,MD21215		PUBLIC	GENERAL	11,800
CENTER FOR LEARNING & LEADERSHIP 440 PARK AVENUE SOUTH NEW YORK,NY10016		PUBLIC	GENERAL	10,000
CONGREGATION ETZ CHAIM 1 LAFAYETTE DR LIVINGSTON,NJ07039		PUBLIC	GENERAL	8,600
MUSEUM OF JEWISH HERITAGE 36 BATTERY PL NEW YORK,NY10280		PUBLIC	GENERAL	6,062
FRIARS NATIONAL ASSOCIATION 57 E 55TH ST NEW YORK,NY10022		PUBLIC	GENERAL	6,000
ISRAEL CHILDREN'S CENTERS 3275 WEST HILLSBORO BLVD DEERFIELD BEACH,FL33442		PUBLIC	GENERAL	5,000
CHAMAH 27 WILLIAM ST SUITE 613 NEW YORK,NY10005		PUBLIC	GENERAL	2,500
DYSAUTONOMIA FOUNDATION 315 WEST 39TH ST NEW YORK,NY10018		PUBLIC	GENERAL	1,000
MIDDLE EAST MEDIA & RESEARCH INSTIT PO BOX 27837 WASHINGTON,DC20038		PUBLIC	GENERAL	1,000
MINNEAPOLIS JEWSIH DAY SCHOOL 4330 CEDAR LAKE RD MINNEAPOLIS,MN55416		PUBLIC	GENERAL	1,000
NATIONAL CONFERANCE ON SOVIET JEWRY 2020 K ST NW SUITE 7800 WASHINGTON,DC20006		PUBLIC	GENERAL	1,000
SABES JCC 4330 SOUTH CEDAR LAKE RD MINNEAPOLIS,MN55416		PUBLIC	GENERAL	1,000
GERDA & KURT KLEIN FOUNDATION PO BOX 314 NARBETH,PA19072		PUBLIC	GENERAL	500
Total ................................. 3a				4,964,193

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
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	3,059,645
4 Dividends and interest from securities....
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	-2,560,135
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)..				499,510

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

13499,510

(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:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

ZS&M WILF FOUNDATION INC
(FORMERLY Z&M FOUNDATION INC

Employer identification number

22-3553441

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

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 an organization 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 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total 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. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization ZS&M WILF FOUNDATION INC (FORMERLY Z&M FOUNDATION INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	JOSEPH WILF 945 WESTMINSTER AVE HILLSIDE, NJ 07205	$4,838,864	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	MARK WILF 6 LOCKHERN COURT LIVINGSTON, NJ 07039	$481,025	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total 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) Total 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) Total 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) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization ZS&M WILF FOUNDATION INC (FORMERLY Z&M FOUNDATION INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
1	63365 SHRS VORNADO REALTY TRUST	$4,838,864	2011-12-29
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
2	1000 SHRS APPLE	$381,025	2011-12-15
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
ZS&M WILF FOUNDATION INC
(FORMERLY Z&M FOUNDATION INC

Employer identification number

22-3553441

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2011 AccountingFeesSchedule

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT ACCOUNTING FEES	5,000	5,000

- TIN:

TY 2011 CompensationExplanation

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Person Name	Explanation
ZYGMUNT WILF
MARK WILF
JEFFREY WILF

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Name of Bond	End of Year Book Value	End of Year Fair Market Value
8000 GE NOTES 6.625 32	200,000	210,720
500000 BANK OF AMERICA 5.8 28	500,000	395,725
4000 GM SERIES C CONV 6.25 33
200000 FORD MOTOR CREDIT 6 14
100000 GMAC 6.4 19	100,000	84,162
250000 GE CAPITAL 6 23	250,000	249,993
150000 AID-ISRAEL 0 23	55,608	105,699
250000 BANK OF NY 5.45 29
250000 ALLY FINANCIAL 8 31	257,422	236,250
250000 ALLY FINANCIAL 7.25 11
250000 GOLDMAN SACHS GROUP 5.125 15	267,102	255,528
250000 FIRST ENERGY SOLUTION 4.8 15	264,383	266,822
250000 HSBC FINANCE 5 15	265,278	253,848
250000 COMCAST 4.95 16	266,405	276,867
250000 ANADARKO PETROLEUM 5.95 16	271,658	283,388
250000 BANK OF AMERICA 5.375 16	262,980	239,845
250000 SIMON PROPERTY GROUP 5.25 16	255,950	277,077
250000 SUNOCO 5.75 17	268,150	251,205
250000 BEAR STEARNS 5.55 17	263,735	264,300
250000 ALCOA 5.55 17	263,275	266,590
250000 AMB PROPERTY 4.25 17	256,932	249,523
250000 BRITISH TELECOM 5.95 18	263,648	276,270
250000 TRANSOCEAN 6 18	264,535	255,505
250000 PITNEY BOWES 4.75 18	263,187	248,995
250000 VIACOM 4.375 18	263,525	259,930
250000 ALABAMA POWER 5.125 19	267,565	293,890
250000 ANHEUSER-BUSCH 5 19	271,125	281,590
250000 NOKIA 5.375 19	268,730	252,283
250000 USB VODAFONE 5.45 19	265,510	291,022
250000 WISCONSIN POWER&LIGHT 5 19	265,577	290,368
500000 BURLINGTON NORTHERN 4.7 19	532,308	561,140
250000 QUEST DIAGNOSTIC 4.75 20	264,365	266,855
250000 TIME WARNER CABLE 5 20	252,347	273,907
250000 PHILIP MORRIS INT'L 4.5 20	263,322	284,120
250000 POTASH CORP SASKATCHWAN 4.875	266,216	287,070
250000 CVS CAREMARK 4.75 20	263,493	278,780
250000 WAL-MART 3.625 20	246,886	273,550
250000 AGILENT TECHNOLOGIES 5 20	268,847	279,932
250000 ERP OPERATING 4.75 20	267,365	259,355
250000 L-3 COMMUNICATIONS 4.75 20	268,460	247,013
250000 TARGET 3.875 20	252,602	276,197
250000 JP MORGAN CHASE 4.4 20	261,167	255,305
250000 ARCELORMITTAL	250,238	227,015
250000 CREDIT SUISSE NY 4.375 20	261,123	245,118
250000 NEWELL RUBBERMAID 4.7 20	266,575	264,072
250000 AETNA 3.95 20	243,150	258,653
250000 ENTERGY 5.125 20	254,006	249,147
250000 CLIFFFS NATURAL RESOURCES 4.8	259,534	247,993
250000 MATTEL 4.35 20	261,062	267,370
250000 CORN PRODUCTS INT'L 4.625 20	262,500	265,850
250000 PEPSICO 3.125 20	238,012	259,825
250000 TRAVELERS COMPANIES 3.9 20	247,625	266,265
250000 PRUDENTIAL FINANCIAL 4.5 20	246,450	251,388
500000 HEWLETT-PACKARD 3.75 20	511,753	493,535
250000 UNION PACIFIC 4 21	251,215	268,227
500000 METLIFE 4.75 21	529,340	540,895
250000 SIMON PROPERTY GROUP 4.625 21	257,252	264,533
250000 LOEW'S COMPANIES 3.75 21	247,220	258,455
250000 BOSTON PROPERTIES 4.125 21	243,206	251,575
250000 CANADIAN PACIFIC 4.45 23	260,817	251,675
250000 ILLINOIS STATE BUILD 5.363 19	258,475	264,153
250000 CALIFORNIA STATE VAR 6.2 19	258,475	285,617
250000 HAWAII STATE BUILD 5.1 24	259,515	290,748
250000 NYS DORMITORY AUTH 5.262 25	258,272	296,752
250000 GEORGIA STATE BUILD 5.014 27	260,228	296,040
250000 UNIV OF MICHIGAN 5.593 40	257,010	313,075
54525 LORD ABBETT FLOATING	500,000	491,270
250000 ARECELOMITTAL 6.125 18	272,180	246,890
250000 CISCO SYSTEMS 4.95 19	273,441	289,807
250000 ALCOA 5.72 19	267,750	258,660
250000 ORACLE 5 19	271,447	294,750
100000 LOCKHEED MARTIN	104,254	106,365
250000 XEROX 5.625 19	273,927	273,095
250000 BOSTON SCIENTIFIC 6 20	267,275	279,085
250000 ADOBE SYSTEMS 4.75 20	257,932	271,390
250000 KRAFT FOODS 5.375 20	270,382	288,463
250000 COMCAST 5.15 20	265,438	284,307
250000 CLIFFS NATURE RESOURCES 5.9	272,900	266,465
100000 GOLDMAN SACHS 5.375 20	104,155	98,702
250000 ANHEUSER BUSCH 5 20	268,576	286,548
250000 NORDSTROM 4.75 20	265,150	277,092
250000 PRUDENTIAL FINANCIAL 5.375 2	269,045	267,558
250000 JP MORGAN 4.25 20	245,283	251,755
250000 DOW CHEMICAL 4.25 20	262,175	259,860
500000 HOME DEPOT 4.4 21	528,932	563,730
250000 ALTRIA GROUP 4.75 21	268,863	275,260
250000 CVS CAREMARK 4.125 21	260,557	269,142

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Name of Stock	End of Year Book Value	End of Year Fair Market Value
158544 IBM	14,507,592	27,803,071
36000 LOWES COMPANIES	542,749	913,680
4000 WALMART STORES	164,000	239,040
1000 BIOTECH HOLDERS
273844 VORNADO REALTY TRUST	20,391,521	21,047,650
2300 INTERNET HOLDERS
4 INFOSPACE
1000 INTERNET INFRASTRUCTURE
200 MARKET 2000 HOLDERS
3 NORTEL NETWORKS
500 PHARMACEUTICAL HOLDINGS
40 PFIZER
14 TELEFONICA SA SPAIN
8 MONSANTO
4000 ASBC CAPITAL TRUST I 7.625 PFD	100,000	101,360
8000 EQUITY RESIDENTIAL PROP 6.48 PF	200,000	204,800
10000 PNC CAPITAL TRUST D 6.125 PFD	250,000	251,900
10000 GE CAPITAL SENIOR NOTES 5.875	250,000	254,700
5000 MORGAN STANLEY CAP TR IV 6.25 P	125,000	103,800
5000 BNY CAPITAL V 5.95 PFD	125,000	127,000
1042 DEVELOPERS DIVERSIFIED RLTY REI
10000 GEORGIA POWER CAP TR VII 5.875
10000 FLORIDA P & L TRUST 5.875 PFD	250,000	258,000
4000 EVEREST CAP TRUST 6.2 PFD	100,000	98,880
6000 JP MORGAN CHASE CAP XIV 6.2 PFD	150,000	152,280
5000 VORNADO REALTY TR SER F 6.75 PF	125,000	126,850
2585 AVALON BAY COMM REIT	187,793	337,601
27562 CENTER BANCORP	314,200	269,281
3000 ESSEX PROPERTY TRUST REIT	196,680	421,530
2000 GENWORTH FINANCIAL CLASS A
27964 WELLS FARGO	2,756,648	770,688
17975 INTEL	450,404	435,894
6743 SONY	250,000	121,644
10000 USB CAPITAL VIII 6.35 PFD	250,000	252,790
8000 PUBLIC STORAGE SER D 6.18 PFD	200,000	202,000
10000 VORNADO RLTY TRUST SER H 6.75	250,000	251,100
64400 PEOPLES BANK OF BRIDGEPORT	965,969	827,540
10000 NEXTERA ENERGY CAPITAL 6.6 PFD	250,000	253,800
10000 USB CAPITAL X 6.5 PFD	250,000	254,900
48880 NEW YORK COMMUNITY BANCORP	257,820	604,645
25000 USB CAPITAL TRUST XII 6.3 PFD	250,000	252,600
20000 OCCIDENTAL PETROLEUM	1,521,400	1,874,000
12000 PETROBAS	646,740	298,200
7000 APPLE INC	1,544,465	2,835,000
600 CALL IBM 135 APR-SHORT
10 DEUTSCHE TELE
20000 VORNADO REALTY TRUST SER J	500,000	537,800
2000 CHEVRON	199,262	234,080
3000 COCA COLA	196,077	209,910
5700 ELI LILY	199,043	236,892
5900 KRAFT FOODS	199,582	220,424
600 CALL IBM 165 APR-SHORT
406 GENERAL MOTORS	47,254	8,230
369 GENERAL MOTORS WARRENTS 19	30,405	4,328
369 GENERAL MOTORS WARRANTS 19	23,167	2,886
33 INTERCONTINENTAL EXCHANGE	4,000	3,978

- TIN:

TY 2011 InvestmentsGovtObligationsSch

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

US Government Securities - End of Year Book Value:

11,099,554

US Government Securities - End of Year Fair Market Value:

11,382,344

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

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

- TIN:

TY 2011 InvestmentsOtherSchedule2

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
MERRILL LYNCH CMA FUND	AT COST	6,066,348	6,066,348
5000 BLACK ROCK DIV INC STRAT	AT COST

- TIN:

TY 2011 OtherExpensesSchedule

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXPENSES
OFFICE EXPENSE	619	619

- TIN:

TY 2011 TaxesSchedule

Name:

ZS&M WILF FOUNDATION INC

(FORMERLY Z&M FOUNDATION INC

EIN: 22-3553441

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FEDERAL EXCISE TAX	30,125