Form990-PF
Click to see attachment

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
G
Check all that apply:
Name of foundation
CHARLES E BURCHFIELD FOUNDATION INC
C/O BLAIR & ROACH LLP

Number and street (or P.O. box number if mail is not delivered to street address)2645 SHERIDAN DR   Room/suite
City or town, state, and ZIP code
TONAWANDA, NY14150
A Employer identification number

16-6073522
B Telephone number (see page 10 of the instructions)

(716) 834-9181
C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$2,489,704J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I 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 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments 33 33 33
4 Dividends and interest from securities...... 55,284 55,284 55,284
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -12,194
b Gross sales price for all assets on line 6a 418,202
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 566,000
b Less: Cost of goods sold.... 376,625
c Gross profit or (loss) (attach schedule)..... Click to see attachment 189,375 189,375
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 232,498 55,317 244,692
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 28,000   7,000 21,000
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 13,772   3,443 10,329
b Accounting fees (attach schedule)....... Click to see attachment 3,175   794 2,381
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 1,212 1,212    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 7,475   1,869 5,606
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 1,935   484 1,451
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 55,569 1,212 13,590 40,767
25 Contributions, gifts, grants paid........ 80,000 80,000
26 Total expenses and disbursements. Add lines 24 and 25 135,569 1,212 13,590 120,767
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 96,929
b Net investment income (if negative, enter -0-) 54,105
c Adjusted net income (if negative, enter -0-)... 231,102
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 Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... -4    
2 Savings and temporary cash investments.......... 105,027 134,676 134,676
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   75,463    
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
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) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use............... 1,283,901 1,201,026 1,201,026
9 Prepaid expenses and deferred charges........... 453    
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 447,487 Click to see attachment530,466 526,140
c Investments—corporate bonds (attach schedule)........ 109,481 Click to see attachment164,755 168,704
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 410,795 Click to see attachment498,609 459,158
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,432,603 2,529,532 2,489,704
Liabilities 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 bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
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 2,432,603 2,529,532
30 Total net assets or fund balances (see page 17 of the
instructions).................... 2,432,603 2,529,532
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 2,432,603 2,529,532
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 2,432,603
2 Enter amount from Part I, line 27a..................... 2 96,929
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 2,529,532
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 2,529,532
Form 990-PF (2011)
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 20000 AMERICAN EXPRESS TRA P 2007-09-17 2011-11-21
b 1000 VIACOM INC SR NTS 6.85% P 2007-06-13 2011-12-12
c 800 AMERIPRISE FINL INC P 2010-05-18 2011-11-03
d 1176 CBS CORP P 2011-11-23 2011-12-01
e 1500 CITIGROUP FNDG INC 9% P 2010-07-26 2011-01-26
1700 CITIGROUP FNDG INC 6.5% P 2011-01-25 2011-07-27
3000 CITIGROUP FNDG INC 8% P 2010-11-23 2011-05-25
2000 CITIGROUP FNDG INC 9.5% P 2010-11-23 2011-05-25
950 COMCAST CORP 7% P 2009-10-05 2011-10-19
800 CORTS TR VI IBM DEBS 6.375% P 2009-01-13 2011-11-16
852 DOW CHEMICAL CO P 2011-12-21 2011-12-23
1600 EATON VANCE RISK MANAGED P 2008-10-07 2011-01-07
2300 ING GLOBAL EQUITY DIV & PREM OP P 2005-03-28 2011-12-23
96000 MIDFIRST BANK CD P 2009-07-15 2011-01-31
3000 MS 7% PA ELKS ON JBM P 2010-12-27 2011-06-24
CASH IN LIEU SCHLUMBERGER LTD P 2011-11-23 2011-11-23
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 20,000   20,000  
b 24,734   23,712 1,022
c 22,023   20,690 1,333
d 29,727   29,773 -46
e 15,620   15,000 620
17,501   17,000 501
31,089   30,000 1,089
20,873   20,000 873
23,874   23,769 105
20,898   20,419 479
23,890   28,935 -5,045
20,920   21,507 -587
19,861   33,578 -13,717
96,000   96,000  
30,962   30,000 962
11   13 -2
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        
b       1,022
c       1,333
d       -46
e       620
      501
      1,089
      873
      105
      479
      -5,045
      -587
      -13,717
       
      962
      -2
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 -12,194
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 . . . . . . . . . . . . . 		Bracket 3 -1,048
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?
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 180,357 2,234,210 0.080725
2009 160,564 2,111,718 0.076035
2008 139,947 2,160,880 0.064764
2007 172,522 2,134,888 0.080811
2006 534,086 2,178,244 0.245191
2 Total of line 1, column (d) ...................... 2 0.547526
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 0.109505
4 Enter the net value of noncharitable-use assets for 2011 from Part X, line 5..... 4 2,375,347
5 Multiply line 4 by line 3....................... 5 260,112
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 541
7 Add lines 5 and 6......................... 7 260,653
8 Enter qualifying distributions from Part XII, line 4.............. 8 120,767
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)
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 Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 1,082
hereBulletand 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 1,082
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 1,082
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. if Form 2220 is attached. Click to see attachment 8 20
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 1,102
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2012 estimated taxBullet0 Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
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.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
 
d
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$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    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.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bulletNY
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    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..........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    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) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
     
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletJOHN P DEE Telephone no.bullet (716) 834-9181
    Located atbullet2465 SHERIDAN DRTONAWANDANY ZIP+4bullet14150
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    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? .................
    16
     
     
    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)
    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
    No
    1a
    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?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (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)?.................
    (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.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    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?.............
    1c
     
     
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2011, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2011?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business
    enterprise at any time during the year?.....................
    b
    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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (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)...
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    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)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2011)
    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
    C ARTHUR BURCHFIELDClick to see attachment PRES & DIR
    4.00     		7,000 0 6,852
    37 SCHYLER DRIVE
    POUGHKEEPSIE,NY12603
    VIOLET P BURCHFIELDClick to see attachment DIRECTOR
    1.00     		5,000 0 0
    37 SCHYLER DRIVE
    POUGHKEEPSIE,NY12603
    JAMES M BURCHFIELDClick to see attachment VP & DIR
    1.00     		4,000 0 623
    3 SUNRISE ROAD
    CAMBRIDGE,VT05444
    NANCY BURCHFIELD CLARKClick to see attachment DIRECTOR
    1.00     		4,000 0 0
    15 BREAKERS ISLE
    DANA POINT,CA92629
    LAURA J BURCHFIELDClick to see attachment DIRECTOR
    1.00     		4,000 0 0
    3 SUNRISE ROAD
    CAMBRIDGE,VT05444
    JAMES P MUSTAINClick to see attachment SEC & DIR
    1.00     		4,000 0 0
    75 SOUTHGATE DRIVE
    TROY,MO63379
    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...................bullet  
    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 GRANT PAID TO BURCHFIELD PENNEY ART CENTER AT BUFFALO STATE COLLEGE, 1300 ELMWOOD AVENUE, BUFFALO, NY 14222 FOR OPERATIONS. 75,000
    2 GRANT PAID TO MEMORIAL SLOAN-KETTERING CANCER CENTER, 633 THIRD AVENUE, 28TH FLOOR,NEW YORK, NY 10017 FOR CANCER RESEARCH. 2,000
    3 GRANT PAID TO LAKE CHAMPLIAN MARITIME MUSEUM AT 4472 BASIN HARBOR RD, VERGENNES VT 05491 FOR OPERATIONS. 2,000
    4 GRANT PAID TO LINCOLN COUNTY ROAD RUNNERS AT 850 E CHERRY ST, STE 1, TROY MO 63379 FOR OPERATIONS. 1,000
    Form 990-PF (2011)
    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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    1,039,256
    b
    Average of monthly cash balances.......................
    1b
    171,238
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    1,201,026
    d
    Total (add lines 1a, b, and c).........................
    1d
    2,411,520
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    2,411,520
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ...........................
    4
    36,173
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    2,375,347
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    118,767
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    118,767
    2a
    Tax on investment income for 2011 from Part VI, line 5......
    2a
    1,082
    b
    Income tax for 2011. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,082
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    117,685
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    117,685
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    117,685
    Part XII
    Qualifying Distributions (see page 25 of the instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    120,767
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    120,767
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    120,767
    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)
    Form 990-PF (2011)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2010     		(c)
    2010     		(d)
    2011
    1 Distributable amount for 2011 from Part XI, line 7 117,685
    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....... 475,310
    b From 2007....... 172,522
    c From 2008....... 139,947
    d From 2009....... 160,564
    e From 2010....... 180,357
    fTotal of lines 3a through e......... 1,128,700
    4Qualifying distributions for 2011 from Part
    XII, line 4: bullet$ 120,767
    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)...     		120,767
    d Applied to 2011 distributable amount.....  
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2011. 117,685 117,685
    (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 1,131,782
    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) .............     		357,625
    9Excess distributions carryover to 2012.
    Subtract lines 7 and 8 from line 6a ......     		774,157
    10 Analysis of line 9:
    a Excess from 2007.... 172,522
    b Excess from 2008.... 139,947
    c Excess from 2009.... 160,564
    d Excess from 2010.... 180,357
    e Excess from 2011.... 120,767
    Form 990-PF (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 section or
    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
             
    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
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    JOHN P DEE
    2645 SHERIDAN DRIVE
    TONAWANDA,NY14150
    (716) 834-9181
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER FORM
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    Form 990-PF (2011)
    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)
    aPaid during the year
    BURCHFIELD PENNEY ART CEN
    1300 ELMWOOD AVE
    BUFFALO,NY14222     		    OPERATING 75,000
    MEMORIAL SLOAN KETTERING
    CANCER CENTER
    633 THIRD AVE 28TH FLOOR
    NEW YORK,NY10017     		    CANCER RESEARCH 2,000
    LINCOLN COUNTY ROAD RUNNERS
    850 E CHERRY ST STE 1
    TROY,MO63379     		    OPERATING 1,000
    LAKE CHAMPLAIN MARITIME MUSEUM
    4472 BASIN HARBOR RD
    VERGENNES,VT05491     		    OPERATING 2,000
    Total .................................bullet 3a 80,000
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments         33
    4 Dividends and interest from securities....         55,284
    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         -12,194
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..         189,375
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..     232,498
    13Total. Add line 12, columns (b), (d), and (e)..................
    13232,498
    (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.
    DownArrow     		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.)
    3 INTEREST IS USED TO OFFSET GENERAL OPERATING EXPENSES
    4 INVEST INCOME IS USED TO OFFSET GENERAL OPERATING EXPENSES
    8 INVEST INCOME IS USED TO OFFSET GENERAL OPERATING EXPENSES
    10 SOLE SOURCE OF THE FOUNDATION'S REVENUE IS FROM THE SALE OF CHARLES E BURCHFIELD ART. SALES OF PAINTINGS ARE FROM BASIC INVENTORY AND SUBSEQUENT ACQUISITIONS. RECEIPTS OF SALES AND CORPUS ARE EXPENDED FOR QUALIFYING DISTRIBUTIONS OR ARE HELD FOR SUCH ULTIMATE PURPOSE.
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    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
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    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.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2011)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2011 AccountingFeesSchedule
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BECHTEL & WASINGER CPAS PLLC 3,175   794 2,381

    TY 2011 CompensationExplanation
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Person Name Explanation
    C ARTHUR BURCHFIELD  
    VIOLET P BURCHFIELD  
    JAMES M BURCHFIELD  
    NANCY BURCHFIELD CLARK  
    LAURA J BURCHFIELD  
    JAMES P MUSTAIN  

    TY 2011 GeneralExplanationAttachment
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Identifier Return Reference Explanation
    GENERAL ELECTIONS   YEAR ENDED: DECEMBER 31, 2011 16-6073522 CHARLES E BURCHFIELD FOUNDATION INC C/O BLAIR & ROACH LLP 2645 SHERIDAN DR TONAWANDA, NY 14150 TREATMENT OF QUALIFYING DISTRIBUTIONS ELECTION UNDER IRC SECTION 4942(H)(2) AND REG. 53.4942(A)-3(D)(2), THE NONOPERATING PRIVATE FOUNDATION ELECTS TO TREAT CURRENT YEAR QUALIFYING DISTRIBUTIONS IN EXCESS OF THE IMMEDIATELY PRECEDING TAX YEAR'S UNDISTRIBUTED INCOME AS BEING MADE OUT OF: UNDISTRIBUTED INCOME FROM THE TAX YEARS ENDING: TAX YEAR AMOUNT ________ ___________ ________ ___________ ________ ___________ CORPUS /S/ ______________________________ NAME ______________________________ TITLE ______________________________

    TY 2011 InvestmentsCorpBondsSchedule
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Name of Bond End of Year Book Value End of Year Fair Market Value
    20,000 AMERICAN EXPRESS TRA    
    45,000 AMERICAN EXPRESS BAN 45,324 47,036
    45,000 JP MORGAN CHASE & CO 43,876 46,680
    19,000 INTL BUSINESS MACHINES CORP 25,300 25,351
    25,000 PNC FINANCIAL 24,381 24,448
    25,000 AMERIPRISE FINL 25,874 25,189

    TY 2011 InvestmentsCorpStockSchedule
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Name of Stock End of Year Book Value End of Year Fair Market Value
    1,000 SHS VIACOM INC P/S    
    1,732 SHS GENERAL ELECTRIC CAP P/S 45,705 45,610
    2,300 SHS MISSISSIPPI POWER CO P/S 56,515 60,145
    800 SHS CORTS TR VI IBM DEBS    
    800 SHS MERRILL LYNCH TR P/S 18,630 16,472
    950 SHS COMCAST CORP    
    800 SHS AMERIPRISE FINL INC P/S    
    1200 SHS COUNTRYWIDE CAP V P/S 29,533 24,336
    1600 SHS ENTERGY ARKANSAS P/S 40,560 43,696
    2300 SHS GOLDMAN SACHS GROUP P/S 58,322 56,971
    1000 SHS JP MORGAN CHASE CAP XI P/S 24,840 25,010
    2000 SHS JPM CHASE CAP XXIX P/S 51,500 51,040
    775 SHS SUNTRUST CAPITAL IX P/S 20,383 19,608
    835 SHS USB CAPITAL X P/S 20,230 21,284
    252 SHS SCHLUMBERGER LTD C/S 20,226 17,214
    1000 SHS PARTNERRE LTD 7.25% P/S 26,289 26,500
    800 SHS ARES CAPITAL CORP 7.75% P/S 20,392 20,208
    1050 SHS CITIGROUP CAP VII 7.125%P/S 25,878 25,410
    1000 SHS FIRST NIAGARA 8.625% P/S 25,968 25,600
    975 SHS QWEST CORP 7.5% P/S 24,703 25,740
    800 SHS US CELLULAR CORP 6.95% P/S 20,792 21,296

    TY 2011 InvestmentsOtherSchedule2
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    EATON VANCE RISK MNGD DIV EQUITY FND AT COST    
    ING ASIA PAC HIGH DIV EQUITY FUND AT COST 28,477 18,457
    ING GLOBAL EQUITY DIV FUND AT COST    
    MIDFIRST BANK CD AT COST    
    CLEARBRIDGE ENERGY MLP FD INC AT COST 9,879 11,422
    WESTERN ASSETS HIGH YIELD DEF OPP FD AT COST 50,683 42,229
    NUVEEN BUILD AMER BD OPP FND AT COST 50,632 54,776
    PUTNAM ABSOLUTE RET 500 FND AT COST 46,871 45,462
    CFI PA ELKS 9%/APPLE AT COST    
    CFI PA ELKS 8%/SLB AT COST    
    CFI PA ELKS 9.5%/WFC AT COST    
    MS PA ELKS 7%/JPM AT COST    
    BROOKFIELD GLOBAL LISTED INF INC FND AT COST 38,000 33,459
    DUFF & PHELPS GLOBAL UTILITY FND AT COST 30,460 28,411
    ING EMERGING MARKETS HIGH DIV EQ FND AT COST 38,518 28,760
    WESTERN ASSET HIGH INC FND II INC AT COST 20,441 20,244
    ALLIANCEBERNSTEIN HIGH INC FND AT COST 38,648 37,286
    MORGAN STANLEY 9.5% PA ELKS AT COST 20,000 13,810
    MS CONTINGENT 17.4% AT COST 30,000 28,842
    NEWBURYPORT FIVE CENTS SVGS BK AT COST 96,000 96,000

    TY 2011 LegalFeesSchedule
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BLAIR & ROACH LLP 13,772      


    TY 2011 OtherExpensesSchedule
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    BANK SERVICE CHARGES 183   46 137
    FILING FEES 250   63 187
    INSURANCE 750   187 563
    OTHER EXHIBITION EXPENSES 752   188 564


    TY 2011 SalesOfInventoryList 
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522

    Category Gross Sales Cost of Goods Sold Net (Gross Sales Minus
    Cost of Goods Sold)
    PAINTINGS 566,000 376,625 189,375

    TY 2011 TaxesSchedule
    Name:
    CHARLES E BURCHFIELD FOUNDATION INC
    C/O BLAIR & ROACH LLP
    EIN: 16-6073522
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 1,212 1,212    
    FOREIGN TAX PAID