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
SCHOENLEBER FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)111 EAST WISCONSIN AVEROOM/SUITE 1800Room/suite

City or town, state, and ZIP code
MILWAUKEE, WI53202

A Employer identification number

39-1049364

B Telephone number (see page 10 of the instructions)

(414) 276-3400

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

$7,207,439J 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)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	193,253		193,253
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		153,935
b	Gross sales price for all assets on line 6a 2,978,888
7	Capital gain net income (from Part IV, line 2)...			153,935
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).......		1,924	1,924
12	Total. Add lines 1 through 11........	349,112		349,112
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		47,762
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		60,682	60,682
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		21,384	1,430
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		110	110
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	129,938		62,222	0
25	Contributions, gifts, grants paid........	381,250			381,250
26	Total expenses and disbursements. Add lines 24 and 25	511,188		62,222	381,250
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-162,076
b	Net investment income (if negative, enter -0-)			286,890
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...............
	2	Savings and temporary cash investments..........	656,558
	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)
	b	Investments—corporate stock (attach schedule)........	6,274,262	6,768,744	7,207,439
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	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)	6,930,820	6,768,744	7,207,439
	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....................	6,930,820	6,768,744
	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
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	6,930,820	6,768,744
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	6,930,820	6,768,744

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	6,930,820
2	Enter amount from Part I, line 27a.....................	2	-162,076
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	6,768,744
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	6,768,744

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	PRIOR YEAR BASIS ADJUSTMENT	P	2010-12-31	2011-12-31
b	2035 SHRS MICROSOFT CORP	P	2010-08-25	2011-06-16
c	1850 SHRS FOREST LABORATORIES INC	P	2009-06-26	2011-07-18
d	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-03-16
e	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-07-20
	1000 SHRS MORGAN STANLEY	P	2009-10-07	2011-08-17
	100 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	27 SHRS COACH INC	P	2011-03-16	2011-11-14
	21 SHRS ANSYS INC	P	2006-09-27	2011-11-14
	60 SHRS DENBURY RESOURCES INC NEW HO	P	2010-10-18	2011-11-14
	21 SHRS O REILLY AUTOMOTIVE INC	P	2009-06-16	2011-11-14
	25 SHRS TARGET CORP	P	2006-07-13	2011-11-14
	300 SHRS ABBOTT LABORATORIES	P	2011-03-02	2011-11-11
	740 SHRS MOHAWK INDUSTRIES INC	P	2010-06-15	2011-01-31
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-01-18
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-04-18
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-08-22
	945 SHRS MORGAN STANLEY	P	2009-12-17	2011-08-17
	555 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	22 SHRS ILLINOIS TOOL WORKS INC	P	2011-02-10	2011-11-14
	96 SHRS APPLE INC	P	2007-01-22	2011-01-18
	458 SHRS ECOLAB INC	P	2006-10-17	2011-03-18
	58 SHRS ORACLE CORP	P	2010-10-06	2011-11-14
	517 SHRS THERMO FISHER SCIENTIFIC IN	P	2006-10-17	2011-02-01
	645 SHRS ALLSTATE CORP	P	2010-12-31	2011-06-01
	1220 SHRS OVERSEAS SHIPHOLDING GROUP	P	2011-03-01	2011-10-11
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-02-15
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-05-16
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-09-20
	1160 SHRS OVERSEAS SHIPHOLDING GROUP	P	2009-10-19	2011-10-11
	100 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	14 SHRS OCCIDENTAL PETE CORP	P	2011-06-07	2011-11-14
	7 SHRS APPLE INC	P	2007-01-22	2011-11-14
	95 SHRS EMC CORP -- MASS	P	2010-10-01	2011-11-14
	20 SHRS PEPSICO INC	P	2006-07-13	2011-11-14
	11 SHRS VISA INC CL A COMMON STOCK	P	2008-07-30	2011-11-14
	2250 SHRS AMERICAN GREETINGS CORP-CL	P	2011-06-01	2011-12-12
	1280 SHRS SYMETRA FINANCIAL CORPORAT	P	2011-01-10	2011-11-11
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-03-15
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-06-16
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-10-20
	695 SHRS PATTERSON-UTI ENERGY INC	P	2009-10-12	2011-04-25
	100 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	426 SHRS PACCAR INC	P	2010-12-20	2011-08-30
	21 SHRS BAXTER INTERNATIONAL INC	P	2009-12-21	2011-11-14
	32 SHRS EXPRESS SCRIPTS INC COMMON	P	2009-07-16	2011-11-14
	15 SHRS PRAXAIR INC	P	2010-04-26	2011-11-14
	366 SHRS WARNACO GROUP INC NEW	P	2010-04-08	2011-08-24
	1980 SHRS AMERICAN GREETINGS CORP-CL	P	2011-10-12	2011-12-12
	9155 SHRS TELLABS INC	P	2010-08-25	2011-08-22
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-04-15
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-07-18
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-11-21
	1220 SHRS PATTERSON-UTI ENERGY INC	P	2009-10-12	2011-06-16
	385 SHRS SOUTHERN UNION CO NEW	P	2008-08-14	2011-06-24
	27 SHRS QUALCOMM INC	P	2011-03-18	2011-11-14
	27 SHRS CATALYST HEALTH SOLUTIONS IN	P	2008-08-01	2011-11-14
	26 SHRS GILEAD SCIENCES INC	P	2007-12-26	2011-11-14
	10 SHRS PRECISION CASTPARTS CORP	P	2006-11-02	2011-11-14
	48 SHRS WASTE CONNECTIONS INC	P	2006-07-13	2011-11-14
	3735 SHRS BANCORPSOUTH INC	P	2010-10-19	2011-09-20
	1830 SHRS UNIVERSAL AMERICAN CORP	P	2010-01-19	2011-01-03
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-05-16
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-08-16
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-12-20
	2465 SHRS PNM RESOURCES INC COM	P	2010-08-23	2011-11-10
	2400 SHRS SOUTHERN UNION CO NEW	P	2008-10-13	2011-06-24
	24 SHRS RIVERBED TECHNOLOGY INC	P	2011-07-20	2011-11-14
	19 SHRS CELGENE CORP	P	2007-08-13	2011-11-14
	5 SHRS GOOGLE INC CL A	P	2006-07-13	2011-11-14
	3 SHRS PRICELINE COM INC COM NEW	P	2010-03-26	2011-11-14
	148 SHRS BRITISH AMERICAN TOBACCO PL	P	2006-06-29	2011-11-11
	2540 SHRS BANCORPSOUTH INC	P	2011-01-28	2011-09-20
	1075 SHRS WATTS WATER TECHNOLOGIES I	P	2011-03-03	2011-09-12
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-06-15
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-09-16
	2100 SHRS HAWAIIAN ELECTRIC INDUSTRI	P	2009-05-28	2011-11-02
	1390 SHRS PNM RESOURCES INC COM	P	2010-08-23	2011-11-11
	1200 SHRS TIDEWATER INC	P	2009-09-09	2011-02-04
	9 SHRS ROSS STORES INC	P	2011-08-24	2011-11-14
	38 SHRS CHURCH & DWIGHT CO INC	P	2006-10-17	2011-11-14
	426 SHRS HITTITE MICROWAVE CORP	P	2007-12-05	2011-01-11
	27 SHRS PROCTER & GAMBLE CO	P	2006-07-13	2011-11-14
	2 SHRS BRITISH AMERICAN TOBACCO PLC	P	2007-12-24	2011-11-11
	1015 SHRS BANCORPSOUTH INC	P	2011-06-13	2011-09-20
	500 SHRS ABB LTD SPONS ADR	P	2008-09-30	2011-11-11
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-07-15
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-10-17
	1000 SHRS HAWAIIAN ELECTRIC INDUSTRI	P	2009-05-28	2011-11-10
	80 SHRS RAYMOND JAMES FINANCIAL INC	P	2008-04-02	2011-01-25
	125000 SHRS TIME WARNER CABLE INC 5.	P	2009-09-02	2011-05-27
	217 SHRS SKYWORKS SOLUTIONS INC	P	2010-05-28	2011-01-10
	684 SHRS CISCO SYSTEMS INC	P	2006-07-13	2011-03-18
	33 SHRS IDEX CORP	P	2006-07-13	2011-11-14
	458 SHRS RESMED INC	P	2008-10-15	2011-01-26
	135 SHRS CORE LABORATORIES NV	P	2006-06-29	2011-11-11
	860 SHRS BANCORPSOUTH INC	P	2010-10-26	2011-09-20
	1155 SHRS ALLSTATE CORP	P	2010-04-22	2011-06-01
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-08-15
	210000 SHRS GINNIE MAE CMO/SERIES 20	P	2004-04-07	2011-11-16
	200000 SHRS JOHNSON CONTROLS INC 5.2	P	2006-09-21	2011-01-18
	1600 SHRS RAYMOND JAMES FINANCIAL IN	P	2009-01-22	2011-01-25
	795 SHRS TORCHMARK CORP	P	2009-09-01	2011-06-13
	6 SHRS V F CORP	P	2011-08-24	2011-11-14
	430 SHRS CISCO SYSTEMS INC	P	2007-04-10	2011-03-18
	9 SHRS INTERCONTINENTALEXCHANGE INC	P	2007-03-15	2011-11-14
	481 SHRS RESMED INC	P	2008-10-15	2011-01-31
	90 SHRS NOBLE CORPORATION US LISTED	P	2006-06-29	2011-11-11
	1115 SHRS BAXTER INTERNATIONAL INC	P	2010-05-10	2011-01-25
	645 SHRS ALLSTATE CORP	P	2010-04-22	2011-06-01
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-09-15
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-01-20
	900 SHRS KIRBY CORP	P	2010-01-13	2011-05-17
	175 SHRS RAYMOND JAMES FINANCIAL INC	P	2009-06-05	2011-01-25
	100 SHRS UNUM GROUP	P	2004-04-14	2011-11-11
	25 SHRS VERIFONE SYSTEMS INC	P	2011-05-04	2011-11-14
	12 SHRS CITRIX SYSTEMS INC	P	2010-06-17	2011-11-14
	19 SHRS INTERNATIONAL BUSINESS MACHI	P	2009-01-22	2011-11-14
	20 SHRS SCHLUMBERGER LTD	P	2007-11-20	2011-11-14
	125 SHRS PARTNERRE LTD	P	1997-01-16	2011-11-11
	200 SHRS BLACK HILLS CORP	P	2011-06-15	2011-11-11
	815 SHRS BB&T CORP	P	2010-03-08	2011-11-11
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-10-17
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-02-22
	55000 SHRS KRAFT FOODS INC 6.250% 06	P	2002-06-12	2011-08-29
	530 SHRS SAFEWAY INC	P	2008-11-26	2011-11-11
	400 SHRS UNUM GROUP	P	2004-04-14	2011-11-11
	16 SHRS AFFILIATED MANAGERS GROUP IN	P	2007-04-10	2011-11-14
	108 SHRS COGNIZANT TECHNOLOGY SOLUTI	P	2009-10-07	2011-01-10
	44 SHRS JOHNSON CONTROLS INC	P	2007-11-02	2011-11-14
	604 SHRS SKYWORKS SOLUTIONS INC	P	2010-05-28	2011-08-19
	135 SHRS POTASH CORP OF SASKATCHEWAN	P	2007-12-17	2011-11-11
	1765 SHRS BOSTON SCIENTIFIC CORP	P	2010-12-02	2011-11-11
	125000 SHRS BELL SOUTH CORP 5.200% 0	P	2009-09-02	2011-08-29
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-11-15
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-03-21
	1270 SHRS MARATHON OIL CORP	P	2010-05-18	2011-05-19
	2000 SHRS SELECTIVE INSURANCE GROUP	P	2009-12-30	2011-09-20
	1140 SHRS WERNER ENTERPRISES INC	P	2008-07-01	2011-02-16
	23 SHRS ALLERGAN INC	P	2007-09-27	2011-11-14
	15 SHRS COGNIZANT TECHNOLOGY SOLUTIO	P	2009-10-07	2011-11-14
	19 SHRS MSC INDUSTRIAL DIRECT CO INC	P	2010-04-19	2011-11-14
	33 SHRS SOUTHWESTERN ENERGY CO	P	2006-07-13	2011-11-14
	120 SHRS SCHLUMBERGER LTD	P	2006-06-29	2011-11-11
	100 SHRS CAPITAL ONE FINANCIAL CORP	P	2011-01-26	2011-11-11
	290 SHRS CIMAREX ENERGY CO	P	2009-07-07	2011-02-07
	0 SHRS FREDDIE MAC CMO/SERIES 2649 P	P	2003-08-12	2011-12-15
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-04-20
	2000 SHRS MDU RESOURCES GROUP INC	P	2007-10-30	2011-01-03
	100 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	200 SHRS ALTERA CORP	P	2010-03-25	2011-01-10
	18 SHRS ALLIANCE DATA SYSTEM CORP	P	2008-06-20	2011-11-14
	16 SHRS CONCHO RESOURCES INC	P	2010-10-18	2011-11-14
	30 SHRS NETAPP INC	P	2010-06-24	2011-11-14
	1194 SHRS STAPLES INC	P	2006-07-13	2011-05-18
	1730 SHRS ENCANA CORP	P	2011-07-18	2011-10-06
	510 SHRS CVS CAREMARK CORPORATION	P	2009-11-25	2011-11-11
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-01-18
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-05-20
	125000 SHRS MEDCO HEALTH SOLUTIONS I	P	2009-09-22	2011-05-17
	100 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	27 SHRS AMETEK INC	P	2011-02-10	2011-11-14
	32 SHRS ALTERA CORP	P	2010-03-25	2011-11-14
	40 SHRS DANAHER CORP	P	2006-07-13	2011-11-14
	29 SHRS NETLOGIC MICROSYSTEMS INC	P	2010-09-27	2011-11-14
	134 SHRS STERICYCLE INC	P	2006-07-13	2011-03-21
	2515 SHRS LOWES COMPANIES INC	P	2010-10-19	2011-09-09
	1350 SHRS ENDO PHARMACEUTICALS HLDGS	P	2010-01-19	2011-04-14
	0 SHRS GINNIE MAE CMO/SERIES 2003-11	P	2004-04-07	2011-02-16
	0 SHRS GOVERNMENT NATL MTG ASSN SERI	P	2005-08-04	2011-06-20
	140000 SHRS MELLON BANK NA 4.750% 12	P	2009-09-02	2011-11-15
	100 SHRS SELECTIVE INSURANCE GROUP I	P	2010-01-19	2011-09-20
	184 SHRS CITRIX SYSTEMS INC	P	2010-06-17	2011-01-10
	256 SHRS ANSYS INC	P	2006-09-27	2011-03-18
	18 SHRS DECKERS OUTDOOR CORP	P	2010-07-20	2011-11-14
	85 SHRS O REILLY AUTOMOTIVE INC	P	2009-06-16	2011-04-29
	13 SHRS STERICYCLE INC	P	2006-07-13	2011-11-14

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a		44,871	-44,871
b	48,201	49,541	-1,340
c	68,916	46,870	22,046
d	1,168	1,186	-18
e	9,638	9,686	-48
	17,313	31,413	-14,100
	1,353	1,645	-292
	1,750	1,370	380
	1,235	483	752
	1,030	1,105	-75
	1,634	743	891
	1,314	1,208	106
	16,160	14,313	1,847
	40,918	39,737	1,181
	222	222
	1,092	1,108	-16
	10,117	10,168	-51
	16,361	28,383	-12,022
	7,511	9,006	-1,495
	1,020	1,226	-206
	32,590	8,285	24,305
	22,065	20,450	1,615
	1,876	1,602	274
	29,605	21,310	8,295
	19,676	20,871	-1,195
	16,862	40,741	-23,879
	141	141
	920	857	63
	10,514	10,566	-52
	16,033	54,133	-38,100
	1,353	1,623	-270
	1,370	1,433	-63
	2,660	604	2,056
	2,330	1,939	391
	1,254	1,243	11
	1,033	858	175
	37,346	54,053	-16,707
	11,394	17,137	-5,743
	267	267
	1,129	1,146	-17
	8,800	8,844	-44
	20,850	11,674	9,176
	1,353	1,623	-270
	16,125	24,222	-8,097
	1,133	1,221	-88
	1,498	1,063	435
	1,512	1,331	181
	18,146	17,188	958
	32,864	35,359	-2,495
	33,378	65,160	-31,782
	467	467
	1,211	1,229	-18
	6,182	6,213	-31
	34,172	20,493	13,679
	15,080	10,098	4,982
	1,550	1,395	155
	1,372	846	526
	1,053	1,223	-170
	1,645	674	971
	1,556	747	809
	36,392	54,623	-18,231
	36,466	26,034	10,432
	171	171
	1,354	1,374	-20
	5,721	5,750	-29
	45,013	28,719	16,294
	94,007	39,530	54,477
	688	761	-73
	1,233	1,145	88
	3,072	2,045	1,027
	1,607	752	855
	13,932	7,280	6,652
	24,748	39,446	-14,698
	28,215	42,995	-14,780
	236	236
	1,438	1,459	-21
	52,871	35,725	17,146
	25,383	16,195	9,188
	65,878	53,853	12,025
	802	660	142
	1,669	750	919
	25,938	19,051	6,887
	1,702	1,528	174
	188	159	29
	9,890	12,724	-2,834
	9,212	9,758	-546
	163	163
	1,581	1,605	-24
	25,518	17,012	8,506
	2,823	1,998	825
	133,786	131,327	2,459
	6,866	3,447	3,419
	11,799	12,366	-567
	1,164	979	185
	14,666	8,211	6,455
	14,920	3,895	11,025
	8,379	11,202	-2,823
	35,235	40,659	-5,424
	70	70
	1,227	1,246	-19
	200,000	198,649	1,351
	56,467	26,833	29,634
	49,883	34,036	15,847
	816	672	144
	7,417	11,210	-3,793
	1,139	1,159	-20
	15,034	8,623	6,411
	3,373	3,126	247
	55,724	52,111	3,613
	19,676	22,706	-3,030
	241	241
	14,209	14,281	-72
	47,322	31,834	15,488
	6,176	3,039	3,137
	2,180	1,534	646
	1,098	1,225	-127
	898	545	353
	3,562	1,700	1,862
	1,513	1,849	-336
	8,421	4,137	4,284
	6,559	6,002	557
	18,821	23,669	-4,848
	283	283
	13,447	13,514	-67
	58,032	56,044	1,988
	10,472	11,104	-632
	8,792	6,136	2,656
	1,457	1,791	-334
	8,155	4,234	3,921
	1,394	1,879	-485
	12,038	9,596	2,442
	6,299	5,761	538
	10,151	11,913	-1,762
	140,290	134,965	5,325
	226	226
	10,301	10,353	-52
	65,040	41,905	23,135
	27,068	34,405	-7,337
	28,150	20,585	7,565
	1,935	1,461	474
	1,020	588	432
	1,303	1,055	248
	1,364	470	894
	9,161	7,473	1,688
	4,452	4,875	-423
	29,806	7,736	22,070
	87	87
	9,659	9,707	-48
	40,930	56,648	-15,718
	1,353	1,628	-275
	7,206	4,915	2,291
	1,836	1,095	741
	1,545	1,112	433
	1,270	1,199	71
	19,774	27,580	-7,806
	33,644	53,555	-19,911
	19,745	16,294	3,451
	2,275	2,309	-34
	8,801	8,845	-44
	136,299	131,119	5,180
	1,353	1,623	-270
	1,116	1,198	-82
	1,194	786	408
	1,973	1,236	737
	1,432	797	635
	11,485	4,242	7,243
	46,987	53,888	-6,901
	53,068	27,373	25,695
	1,875	1,903	-28
	8,580	8,623	-43
	155,605	148,045	7,560
	1,353	1,628	-275
	12,830	8,355	4,475
	13,136	5,886	7,250
	1,949	810	1,139
	4,999	3,006	1,993
	1,023	412	611

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			-44,871
b			-1,340
c			22,046
d			-18
e			-48
			-14,100
			-292
			380
			752
			-75
			891
			106
			1,847
			1,181

			-16
			-51
			-12,022
			-1,495
			-206
			24,305
			1,615
			274
			8,295
			-1,195
			-23,879

			63
			-52
			-38,100
			-270
			-63
			2,056
			391
			11
			175
			-16,707
			-5,743

			-17
			-44
			9,176
			-270
			-8,097
			-88
			435
			181
			958
			-2,495
			-31,782

			-18
			-31
			13,679
			4,982
			155
			526
			-170
			971
			809
			-18,231
			10,432

			-20
			-29
			16,294
			54,477
			-73
			88
			1,027
			855
			6,652
			-14,698
			-14,780

			-21
			17,146
			9,188
			12,025
			142
			919
			6,887
			174
			29
			-2,834
			-546

			-24
			8,506
			825
			2,459
			3,419
			-567
			185
			6,455
			11,025
			-2,823
			-5,424

			-19
			1,351
			29,634
			15,847
			144
			-3,793
			-20
			6,411
			247
			3,613
			-3,030

			-72
			15,488
			3,137
			646
			-127
			353
			1,862
			-336
			4,284
			557
			-4,848

			-67
			1,988
			-632
			2,656
			-334
			3,921
			-485
			2,442
			538
			-1,762
			5,325

			-52
			23,135
			-7,337
			7,565
			474
			432
			248
			894
			1,688
			-423
			22,070

			-48
			-15,718
			-275
			2,291
			741
			433
			71
			-7,806
			-19,911
			3,451
			-34
			-44
			5,180
			-270
			-82
			408
			737
			635
			7,243
			-6,901
			25,695
			-28
			-43
			7,560
			-275
			4,475
			7,250
			1,139
			1,993
			611

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	153,935
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	-145,516

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	381,000	7,347,530	0.051854
2009	323,658	6,563,229	0.049314
2008	398,000	7,843,516	0.050743
2007	465,619	8,793,277	0.052952
2006	435,200	7,984,685	0.054504

2	Total of line 1, column (d) ......................	2	0.259367
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	0.051873
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	6,987,919
5	Multiply line 4 by line 3.......................	5	362,484
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	2,869
7	Add lines 5 and 6.........................	7	365,353
8	Enter qualifying distributions from Part XII, line 4..............	8	381,250
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	2,869
	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	2,869
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	2,869
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	11,400
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	11,400
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
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	8,531
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax8,531	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

JANET M HOEHNEN Telephone no. bullet

(414) 276-3400

Located at bullet

111 EAST WISCONSIN AVE SUITE 1800MILWAUKEEWI ZIP+4 bullet

53202

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
PETER C HAENSEL	DIRECTOR 2.00	0	0	0
111 EAST WISCONSIN AVE SUITE 1800 MILWAUKEE,WI53202	DIRECTOR 2.00	0	0	0
FRANK W BASTIAN	DIRECTOR 1.00	0	0	0
111 EAST WISCONSIN AVE SUITE 1800 MILWAUKEE,WI53202	DIRECTOR 1.00	0	0	0
MICHAEL ORGEMAN	DIRECTOR 2.00	0	0	0
111 EAST WISCONSIN AVE SUITE 1800 MILWAUKEE,WI53202	DIRECTOR 2.00	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...................

6,569,800

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

524,534

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

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

7,094,334

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

7,094,334

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

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

106,415

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

6,987,919

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

349,396

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

349,396

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

2,869

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

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

2,869

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

346,527

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

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

346,527

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

346,527

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 ..........

381,250

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

381,250

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

2,869

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

378,381

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			346,527
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.......	273,771
b From 2007.......	40,339
c From 2008.......	8,064
d From 2009.......
e From 2010.......	24,981
fTotal of lines 3a through e.........		347,155
4Qualifying distributions for 2011 from Part
XII, line 4: $ 381,250
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.....			346,527
e Remaining amount distributed out of corpus		34,723
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		381,878
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) .............		273,771
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......		108,107
10 Analysis of line 9:
a Excess from 2007....	40,339
b Excess from 2008....	8,064
c Excess from 2009....
d Excess from 2010....	24,981
e Excess from 2011....	34,723

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:

PETER C HAENSEL
111 EAST WISCONSIN
MILWAUKEE,WI53202
(414) 276-3400

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

CONTACT ABOVE FOR APPLICATION

cAny submission deadlines:

AUGUST 31 OF EACH YEAR

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

PREFER STATE OF WISCONSIN ORGANIZATIONS

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
ACACIA THEATRE COMPANY 3195 SOUTH SUPERIOR STREE MILWAUKEE,WI53207		PUBLIC	GENERAL	5,000
ALDO LEOPOLD NATURE CENTER 300 FEMRITE DRIVE MONONA,WI53716		PUBLIC	GENERAL	5,000
AUDIO & BRAILLE LITERACY ENHANCEMEN 803 WEST WELLS STREET MILWAUKEE,WI53233		PUBLIC	GENERAL	5,000
BALANCE INC 134 SOUTH FOSTER STREET SAUKVILLE,WI53080		PUBLIC	GENERAL	15,000
BOERNER BOTANICAL GARDENS (FRIENDS 9400 BOERNER DRIVE HALES CORNERS,WI53130		PUBLIC	GENERAL	10,000
CENTER FOR DEAF-BLIND PERSONS 3195 SOUTH SUPERIOR STREE MILWAUKEE,WI53207		PUBLIC	GENERAL	5,000
CHILDREN'S HOSPITAL OF WI WELFARE A 10361 INNOVATION DRIVE S WAUWATOSA,WI53226		PUBLIC	GENERAL	5,000
COA YOUTH & FAMILY CENTERS 909 EAST NORTH AVENUE MILWAUKEE,WI53212		PUBLIC	GENERAL	5,000
EISENHOWER CENTER 4425 WEST WOOLWORTH AVENU MILWAUKEE,WI53218		PUBLIC	GENERAL	12,750
FEEDING AMERICA EASTERN WISCONSIN 1700 W FOND DU LAC AVENU MILWAUKEE,WI53205		PUBLIC	GENERAL	10,000
HABITAT FOR HUMANITY GREATER GREEN 811 PACKERLAND DRIVE GREEN BAY,WI54303		PUBLIC	GENERAL	2,000
HABITAT FOR HUMANITY MILWAUKEE 3726 NORTH BOOTH STREET MILWAUKEE,WI53212		PUBLIC	GENERAL	15,000
KATHY'S HOUSE INC 600 NORTH 103RD STREET MILWAUKEE,WI53226		PUBLIC	GENERAL	5,000
LITTLE TRAVERSE CONSERVANCY 3264 POWELL ROAD HARBOR SPRINGS,MI49740		PUBLIC	GENERAL	15,000
MAPLE DALE -- INDIAN HILL SCHOOL DI 8377 N PORT WASHINGTON RO FOX POINT,WI53217		PUBLIC	GENERAL	1,000
MARQUETTE UNIVERSITY LAW SCHOOL PO BOX 1881 MILWAUKEE,WI53201		PUBLIC	GENERAL	25,000
MILWAUKEE ART MUSEUM 700 NORTH MUSEUM DRIVE MILWAUKEE,WI53202		PUBLIC	GENERAL	15,000
MILWAUKEE COUNTY HISTORICAL SOCIETY 910 NORTH OLD WORLD 3RD S MILWAUKEE,WI53203		PUBLIC	GENERAL	10,000
MILWAUKEE PUBLIC MUSEUM 800 WEST WELLS STREET MILWAUKEE,WI53233		PUBLIC	GENERAL	50,000
MILWAUKEE RIVERKEEPER 1845 N FARWELL AVE SUITE MILWAUKEE,WI53202		PUBLIC	GENERAL	5,000
PEARLS FOR TEEN GIRLS 2100 NORTH PALMER STREET MILWAUKEE,WI53212		PUBLIC	GENERAL	10,000
PLANNED PARENTHOOD OF WISCONSIN 302 NORTH JACKSON STREET MILWAUKEE,WI53202		PUBLIC	GENERAL	75,000
REPAIRERS OF THE BREACH PO BOX 13791 MILWAUKEE,WI53213		PUBLIC	GENERAL	6,000
SKYLIGHT OPERA THEATER 158 NORTH BROADWAY STREET MILWAUKEE,WI53202		PUBLIC	GENERAL	15,000
SOJOURNER FAMILY PEACE CENTER PO BOX 080319 MILWAUKEE,WI53208		PUBLIC	GENERAL	5,000
ST AEMILIAN-LAKESIDE INC 8901 WEST CAPITOL DRIVE MILWAUKEE,WI53222		PUBLIC	GENERAL	14,500
UWM RESEARCH FOUNDATION 1440 EAST NORTH AVENUE MILWAUKEE,WI53202		PUBLIC	GENERAL	25,000
WUWM -- MILWAUKEE PUBLIC RADIO 111 EAST WISCONSIN AVENUE MILWAUKEE,WI53202		PUBLIC	GENERAL	10,000
Total ................................. 3a				381,250

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
4 Dividends and interest from securities....			14	193,253
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.....			14	1,924
8Gain or (loss) from sales of assets other than inventory			18	153,935
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)..				349,112

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

13349,112

(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 CompensationExplanation

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Person Name	Explanation
PETER C HAENSEL
FRANK W BASTIAN
MICHAEL ORGEMAN

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Name of Stock	End of Year Book Value	End of Year Fair Market Value
INVESTED ASSETS	6,768,744	7,207,439

- TIN:

TY 2011 LegalFeesSchedule

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ATTORNEY FEES	47,762

- TIN:

TY 2011 OtherExpensesSchedule

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXPENSES
BANK FEES	110	110

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
SECURITIES LITIGATION PROCEED	1,903	1,903
CASH IN LIEU	21	21

- TIN:

TY 2011 OtherProfessionalFeesSchedule

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGERS	60,682	60,682

- TIN:

TY 2011 TaxesSchedule

Name:

SCHOENLEBER FOUNDATION INC

EIN: 39-1049364

Category	Amount	Net Investment Income
FOREIGN TAXES PAID	1,430	1,430
2010 990PF TAX	8,554
2011 ESTIMATED TAX	11,400