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
ANTHONY F AND HELEN J CASTLE SCHOLA
SCHOLARSHIP FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)2101 WAUKEGAN RDROOM/SUITE 210Room/suite

City or town, state, and ZIP code
BANNOCKBURN, IL600151836

A Employer identification number

36-4022715

B Telephone number (see page 10 of the instructions)

(847) 444-0603

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

$0J 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	297,462		181,541
4	Dividends and interest from securities......	375,641		344,545
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10
b	Gross sales price for all assets on line 6a
7	Capital gain net income (from Part IV, line 2)...
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		16,061	22,972
12	Total. Add lines 1 through 11........	689,164		549,058
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		18,650
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		191,101
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	209,751		0	0
25	Contributions, gifts, grants paid........	381,432			75,000
26	Total expenses and disbursements. Add lines 24 and 25	591,183		0	75,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	97,981
b	Net investment income (if negative, enter -0-)			549,058
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..........	1,998,959	2,439,793
	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)	1,843,084	1,197,493
	b	Investments—corporate stock (attach schedule)........	5,712,150	6,977,232
	c	Investments—corporate bonds (attach schedule)........	2,421,043	1,897,192
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	1,315,600	928,753
	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)	13,290,836	13,440,463	0
	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....................	13,290,836	13,440,463
	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)....................	13,290,836	13,440,463
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	13,290,836	13,440,463

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	13,290,836
2	Enter amount from Part I, line 27a.....................	2	97,981
3	Other increases not included in line 2 (itemize)	3	51,646
4	Add lines 1, 2, and 3..........................	4	13,440,463
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	13,440,463

Form 990-PF (2011)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1a
b
c
d
e

(e) Gross sales price		(f) Depreciation allowed (or allowable)	(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010
2009
2008
2007
2006

2	Total of line 1, column (d) ......................	2
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
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4
5	Multiply line 4 by line 3.......................	5
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6
7	Add lines 5 and 6.........................	7
8	Enter qualifying distributions from Part XII, line 4..............	8
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: 1995-11-13(attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	10,981
	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	10,981
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	10,981
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	7,980
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	7,980
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	227
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	3,228
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax0	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....

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

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

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

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

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

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

instructions) bullet

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

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

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

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

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

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

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

Yes

Website address bullet

N/A

The books are in care of bullet

SIDNEY SCHIFFMAN Telephone no. bullet

(847) 444-0603

Located at bullet

2101 WAUKEGAN RD STR 2102101 WAUKEGAN RD STE 210BANNOCKBURNIL ZIP+4 bullet

60015

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
PHILLIP R MEIER	PRESIDENT 7.00	0	0	0
157705 MARENGO 157705 MARENGO HUNTLEY,IL60180	PRESIDENT 7.00	0	0	0
JEROME PODGERS	DIRECTOR 4.00	0	0	0
2130 WILLOW RD NORTHFIELD,IL60093	DIRECTOR 4.00	0	0	0
PATRICK M SCHLIFKA	SECRETARY 4.00	0	0	0
14050 NE 94TH STREET KANSAS CITY,MO64155	SECRETARY 4.00	0	0	0
SIDNEY SCHIFFMAN	TREASURER 45.00	0	0	0
1271 HILARY LN HIGHLAND PARK,IL60035	TREASURER 45.00	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...................

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

2,219,377

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

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

2,219,377

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

2,219,377

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

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

33,291

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

2,186,086

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

109,304

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

109,304

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

10,981

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

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

10,981

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

98,323

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

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

98,323

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

98,323

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 ..........

75,000

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

75,000

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

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

75,000

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (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			98,323
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2011:
a From 2006.......
b From 2007.......
c From 2008.......	627,309
d From 2009.......	648,566
e From 2010.......	100,000
fTotal of lines 3a through e.........		1,375,875
4Qualifying distributions for 2011 from Part
XII, line 4: $ 75,000
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.....			75,000
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2011.		23,323	23,323
(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		1,352,552
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......		1,352,552
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....	603,986
c Excess from 2009....	648,566
d Excess from 2010....	100,000
e Excess from 2011....

Form 990-PF (2011)

Page 9

Part XIV

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

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

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

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

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:

SIDNEY SCHIFFMAN
2101 WAUKEGAN RD
BANNOCKBURN,IL60015
(847) 444-0603

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

APPLIATION MUST BE REQUESTED ANC COMPLETED ON OUR FORM ALONG WITHT HE REQUIRED SUBMISSIONS

cAny submission deadlines:

ALL APPLICATIONS MUST BE SUBMITTED BY DECEMBER 31 OF THE YEAR PRIOR TO BEING AWARDED A SCHOLARSHIP O

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

AWARDS ARE NOT TO EXCEED 25,000,00 PER ANNUM

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
THE UNIVERSITY OF CHICAGO THE UNIVERSITY OF CHICAGO DEPT OF MEDICINE 5841 S MARYLAND AVE 5841 S MARYLAND AVE CHICAGO,IL60637	NONE	RECEIVED	MEDICAL RESEARCH	25,000
RUSH UNIVERSITY MEDICAL CENTER RUSH UNIVERSITY MEDICAL CENTER 1700 WEST VAN BUREN 1700 WEST VAN BUREN CHICAGO,IL60612	NONE	RECEIVED	MEDICAL RESEARCH	25,000
NORTHWESTERN UNIVERSITY FEINBERG SC NORTHWESTERN UNIVERSITY FEINBERG SCHOOL OF MEDICIN 750 N LAKE SHORE DRIVE 750 N LAKE SHORE DRIVE CHICAGO,IL60611	NONE	RECEIVED	MEDICAL RESEARH	25,000
Total ................................. 3a				75,000

bApproved for future payment

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

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See page 28 of the instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14		297,462
4 Dividends and interest from securities....					375,641
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.....					22,972
8Gain or (loss) from sales of assets other than inventory
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aENDRIDGE					-1,383
bENTERPRISE PRODUCTS					-2,616
cLINN ENRGY					469
dTEPPCO
eKINDER MORGAN ENERGY PARTNE					-3,381
12 Subtotal. Add columns (b), (d), and (e)..					689,164

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

13689,164

(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:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Person Name	Explanation
PHILLIP R MEIER
JEROME PODGERS
PATRICK M SCHLIFKA
SIDNEY SCHIFFMAN

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Name of Bond	End of Year Book Value	End of Year Fair Market Value
ALCOA INC
AMERICAN EXPRESS CO 6.15%
BANK OF NEW YORK CO INC 5.3% - B
BANK OF NEW YORK CO INC 5.75%
BANK NEW YORK INC 5.2%
BANK NEW YORK INC SB 5.1%
CITIGROUP GLOBAL MKTS HLDGS 5.375%
DOW CHEM CO 7.6%
EATON CORP 5.6%
FORTUNE BRANDS INC 4.875%
GENERAL ELECTRIC CAPITAL CORP 5.25%
HSBC BK USA 10.0%
HSBC BK USA 7.0%
MORGAN STANLEY DEAN WITTER 6.75%
REMY INTL INC 3RD PRIORITY SECD PIK
SIMON PPTY GROUP L P 6.75%
UNITEDHEALTH GROUP INC 6.0%
UNION PAC CORP 5.7%
ALBERTSONS INC 7.25%	26,000
AEGON N V 4.75%	25,581
AES TRUST III 6.75%	49,090
BANK OF AMERICA CORP 5.27%	21,986
BANK OF AMERICA CORP 5.4%	44,559
BANK OF AMERICA CORP 5.25%	63,077
BAC CAPITAL TRUST III 7.0%	41,480
CAPITAL ONE CAPITAL II 7.5%	10,128
CLEVELAND ELEC ILLUM CO 5.7%	27,501
CROWN CORK & SEAL INCP DEB 7.375%	18,540
DELUXE CORP 5.125% - A	30,000
DELUXE CORP 5.125% - B	30,000
DOW CHEMICAL CO 6.0%	25,963
ENTERPRISE PRODUCTS 7.034%	26,000
EXELON GENERATION CO LLC 5.35%	53,408
EXELON CORP 4.9%	26,937
GENERAL ELEC CAP CORP 5.6%	49,144
GENERAL ELEC CAP CORP 5.1%	24,342
NM GENERAL MTRS ACCPT BE 6.35%	49,355
GENERAL ELEC CAP CORP 5.0%	23,500
GENL MOTORS ACCEPT CORP 6.4%	21,041
GENERAL ELEC CAP CORP 5.3%	49,290
GENERAL MOTORS ACCEPTANCE CORP 7.0%	23,179
GENERAL MOTORS ACCEPTANCE CORP 6.2%	91,947
GENERAL MTRS ACCEP CORP 6.75%	22,875
GENERAL MOTORS ACCEPTANCE CORP 6.75%	23,179
GENERAL MOTORS ACCEPTANCE CORP 7.35%	45,304
GENL MOTORS ACCEPT 7.35%	41,100
GENL MOTORS ACCEPT CORP 7.375%	20,260
GENERAL MOTORS CORP 8.375%	29,813
GENERAL ELECTRIC CPITAL CORP 5.5%	50,002
GOLDMAN SACHS GROUP INC 4.75% - B	71,722
GOLDMAN SACHS GROUP INC 4.75% - A	25,331
GTE FLORIDA INC 6.86%	118,366
INGERSOLL RAND GLOBAL HLDG 6.0%	26,724
JOHN HANCOCK LIFE INS CO 5.15%	27,051
MERRILL LYNCH & CO 5.25%	22,693
NEWELL FINANCIAL TRUST I 5.25%	42,250
OWENS CORNING INC 9.0%	29,826
PROTECTIVE LIFE SECD TRUST 5.03%	49,680
PRUDENTIAL FINANCIAL INC 5.35%	24,164
SLM CORP 5.6%	43,443
SLM CORP 5.05%	27,616
STRATS TRUST SPRINT SECURITIES 6.5%	16,480
VERIZON NEW ENGLAND INC 4.75% - B	52,516
VERIZON NEW ENGLAND INC 4.75% - A	31,509
WRIGLEY WM JR CO 4.65%	25,875
ZIONS BANCORPORATION 7.75%	26,507
ICAHN ENTERPRISES L P /ICAHN	26,000
GOLDMAN SACHS GROUP INC - 5.95%	23,433
WELLS FARGO BK 7.25%	49,875
AMERENENERGY GENERATING CO SR NT 7.0	51,550

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Name of Stock	End of Year Book Value	End of Year Fair Market Value
MOTOROLA INC
PEPCO HOLDINGS
ING
OTTER TAIL CORP
GENERAL MOTORS CORP 7.375%
PREFERRED PLUS TR 6.05%
WELLS FARGO CAP TR IV 7.0%
3M CO COM	73,557
ABBOTT LABORATORIES	236,166
AFLAC INC	17,304
ALLETE INC NEW	83,960
AMBAC FINANCIAL GROUP INC	7
AMERICAN EXPRESS CO	14,151
AMGEN INC	19,263
AMERICAN ELECTRIC POWER CO INC	185,895
APACHE CORP	36,232
APPLIED MATERIALS INC	4,284
AQUA AMERICA INC	26,460
AUTOMATIC DATA PROCESSING INC	40,508
BANK OF AMERICA CORP	11,120
BLACKROCK ENH CAP & FD INC	11,968
BRISTOL MYERS SQUIBB CO	56,384
CAPITAL ONE FINANCIAL CORP	8,458
CARDINAL HEALTH INC	40,611
CAREFUSION CORP	8,894
CENTERPOINT ENERGY INC	40,180
CHENIERE ENERGY INC	1,738
CISCO SYSTEMS INC	30,736
CITIGROUP INC	4,210
CLOROX CO	136,448
COLGATE PALMOLIVE CO	36,956
CONOCOPHILLIPS	72,870
COVIDIEN PLC	45,010
DELTA AIRLINES INC	987
DOMINION RES INC NEW VA	371,560
DUKE ENERGY CORP NEW	33,000
DYNEGY INC	6,787
EDISON INTERNATIONAL	16,560
EMC CORP-MASS	17,232
AVAILABLE	165,950
ENERPLUS RES FD TR UT NEW	5,064
ENTERGY CORP NEW	208,193
ENTERPRISE PRODS PARTNERS L P COM	547,841
EXELON CORP	130,110
EXXON MOBIL CORP	127,140
FIRSTENERGY CORP COM	251,846
GENERAL ELECTRIC CO	94,923
HARLEY DAVIDSON INC	27,209
HARTFORD FINANCIAL SERVICES	6,500
AVAILABLE	61,470
INTEL CORP	26,675
INTERNATIONAL BUSINESS MACHINES	101,134
ITT CORP	11,598
JPMORGAN CHASE & CO	59,850
JOHNSON & JOHNSON	65,580
KEYCORP NEW	7,690
L 3 COMMUNICATIONS HLDGS INC COM	30,006
LOWES COMPANIES INC	10,152
METLIFE INC COM	15,590
MICROSOFT CORP	77,880
MORGAN STANLEY	5,296
NEW YORK COMMUNITY BANCORP	30,925
NORTHROP GRUMMAN CORP	11,696
NV ENERGY INC	40,875
NYSE EURONEXT	13,050
OGE ENERGY CORP	113,420
ORACLE CORP COM	51,300
PEPSICO INC	33,175
PFIZER INC	17,204
PLUM CREEK TIMBER CO INC COM	36,560
POWER SHARES GGG TRST	55,830
PROCTER & GAMBLE CO	180,117
PUB SVC ENTERPRISE GRP	132,040
RAYONIER INC	30,125
REGIONS FINANCIAL CORP	6,450
SOUTHERN CO COM	277,740
SPECTRA ENERGY CORP	30,750
STANDARD & POORS MIDCAP	95,694
STARWOOD HOTELS	9,594
TARGET CORP	25,610
TEXAS INSTRUMENTS INC	5,822
TIME WARNER CABLE INC	2,098
TIME WARNER INC	4,807
THE TRAVELERS COMPANIES INC	88,755
UNITED TECHNOLOGIES CORP	36,545
VECTREN CORP INDIANA COM	27,207
WALGREEN CO	26,448
WAL-MART STORES INC	23,904
WELL POINT INC	16,563
WELLS FARGO & CO	90,948
WESTERN ASSET MKTS FD II INC	40,230
XCEL ENERGY INC	55,280
AGL RESOURCES INC	42,260
GENERAL MILLS	20,205
HJ HEINZ	10,808
KRAFT FOODS	29,888
LEGGETT & PLATT INC	18,188
MERCK & CO	28,275
NEXTERA ENERGY INC	79,144
OCCIDENTAL PETROLEUM	155,917
SYSCO	14,665
VERMILION ENERGY	44,557
WESTAR ENERGY	23,024
WINDSTREAM CORP	9,439
AOL INC	181
AVISTA CORP	54,075
CBRE CLARION GL REAL ESTATE (IGR)	3,420
COCA COLA COM	34,985
CMS ENERGY CORP	22,080
EXELIS INC	10,860
GENERAL MOTORS COMPANY	9,801
GENERAL MTRS CO WT EXP	1,994
HUNTINGTON INGALLS INDUSTRIES	1,032
LACLEDE GROUP	12,141
MOTOROLA MOBILITY HOLDINGS INC	11,423
MARKWEST ENERGY PARTNERS LP	110,120
PPL CORPORATION	14,710
UNISOURCE ENERGY CP	11,076
XYLEM INC SHS	31,140
AMERICAN INTERNATIONAL GROUP	1,160
WTS AMERICAN INTERNATIONAL GROUP INC	143
ALABAMA POWER COMPANY 5.2%	26,904
CORTS TR II PROVIDENT FING TR 8.2%	44,081
CORPORATE BACKED TRUST CERT 7.0%	57,592
COUNTRYWIDE CAPITAL IV 6.75%	75,468
DUKE REALTY CORP 6.6%	24,460
FEDERAL NATL MTG ASSN	1,000
GENERAL ELECTRIC CAPITAL 6.625%	52,680
HARRIS PREFERRED CAP COR 7.375%	49,995
HSBC HLDGS PLC	19,024
ING GROEP NV 7.05%	16,740
ING GROEP NV 6.375%	18,110
ING GROEP NV 6.2%	26,288
JP MORGAN CHASE CAP X 7.0%	51,100
MORGAN STANLEY CAP TRUST VII 6.6%	54,400
PHOENIX COS INC NEW 7.45%	19,300
PS BUSINESS PARK 7.2%	12,575
PECO ENERGY CO-4.68 PFD	26,512
PREFERREDPLUS TR CERTS 6.0%	22,899
PPLUS TR CTF CL A 6.0%	22,899
RENAISSANCERE HLDGS LTD 6.6%	77,996
RENAISSANCERE HLDGS LTD 6.08%	39,456
RBS CAPITAL FUNDING TRUST V 5.9%	9,100
SATURNS GOLDMAN SACHS GROUP 6.6%	8,171
SATURNS GOLDMAN SACHS GROUP 5.75%	12,981
TELPHONE & DATA SYSTEMS INC	37,725
VORNADO REALTY TRUST 6.75%	25,110

- TIN:

TY 2011 InvestmentsOtherSchedule2

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Category/ Item	Listed at Cost or FMV	Book Value
ISHARES TRUST S&P SMALLCAP 600	FMV
AMERICAN MUTUAL FUND-A	FMV
BLACKROCK MUNIHLDGS FUND	FMV
ENBRIDGE ENERGY PERTNERS L.P.	FMV	66,380
NUSTAR ENERGY L.P.	FMV	28,330
KKR FINANCIAL HOLDINGS LLC	FMV	15,635
KINDER MORGAN INC	FMV	134,563
LINN ENERGY LLC	FMV	37,910
BLACK ROCK ENH CAP & FD		62,805
CLEARBRIDGE ENERGY MLP	FMV	44,880
NUVEEN MUNI VALUE FUND		205,800
EUROPACIFIC GROWTH FUND-A	FMV	23,708
THE GROWTH FUND OF AMERICA-A	FMV	29,340
SMALLCAP WORLD FUND-A	FMV	27,316
FUNDAMENTAL INVESTORS-A	FMV	18,313
THE INVESTMENT COMPANY OF AMERICA-A	FMV	33,361
CAPITAL WORLD GROWTH AND INCOME FUND	FMV	21,909
WASHINGTON MUTUAL INVESTORS FUND-A	FMV	22,993
THE INCOME FUND OF AMERICA-A	FMV	47,273
INTERMEDIATE BOND FUND OF AMERICA-A	FMV	10,296
GABELLI UTILITIES C	FMV	27,153
CAPITAL INCOME BUILDER - CLASS A		23,088
CLEARBRIDGE ENERGY MLP		47,700

- TIN:

TY 2011 OtherExpensesSchedule

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXPENSES
ADMINISTRATIVE FEES	150,000
DIRECTORS FEES	33,600
INVESTMENT EXPENSE	5,170
INSURANCE & LEGAL	2,331

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Description	Revenue And Expenses Per Books	Net Investment Income
OTHER INVESTMENT INCOME	22,972	22,972
ENDRIDGE	-1,383
ENTERPRISE PRODUCTS	-2,616
LINN ENRGY	469
KINDER MORGAN ENERGY PARTNERS	-3,381

- TIN:

TY 2011 OtherIncreasesSchedule

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Description	Amount
UNREALIZED GAINS AND LOSSES	51,646

- TIN:

TY 2011 TaxesSchedule

Name:

ANTHONY F AND HELEN J CASTLE SCHOLA

SCHOLARSHIP FOUNDATION

EIN: 36-4022715

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FRANCHISE FEE-ILLINOIS
FEDERAL INCOME TAX
PROVISION FOR INCOME TAXES	18,650