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
G
Check all that apply:
Name of foundation
BENTLEY FUND
C/O CAROL ADAMS

Number and street (or P.O. box number if mail is not delivered to street address)223 CREAMERY ROAD   Room/suite
City or town, state, and ZIP code
ROXBURY, NY12474
A Employer identification number

14-6018200
B Telephone number (see page 10 of the instructions)

(607) 326-4442
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$1,193,557J 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 2,248 2,248 2,248
4 Dividends and interest from securities...... 28,410 28,410 28,410
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -42,686
b Gross sales price for all assets on line 6a 815,896
7 Capital gain net income (from Part IV, line 2)...  
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ -12,028 30,658 30,658
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 8,173 4,087 4,087 4,086
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 890 445 445 445
c Other professional fees (attach schedule).... Click to see attachment 6,907 6,907 6,907  
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 8,395 1,055 1,055 1,383
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 114 114 114  
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 24,479 12,608 12,608 5,914
25 Contributions, gifts, grants paid........ 60,167 60,167
26 Total expenses and disbursements. Add lines 24 and 25 84,646 12,608 12,608 66,081
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -96,674
b Net investment income (if negative, enter -0-) 18,050
c Adjusted net income (if negative, enter -0-)... 18,050
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............... 3,673 612 612
2 Savings and temporary cash investments.......... 37,895 802,864 802,864
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
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...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 1,267,799 Click to see attachment409,217 357,579
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet32,691
Less: accumulated depreciation (attach schedule) bullet   32,691 Click to see attachment32,691 32,502
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
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) 1,342,058 1,245,384 1,193,557
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.................... 1,342,058 1,245,384
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    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 1,342,058 1,245,384
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 1,342,058 1,245,384
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 1,342,058
2 Enter amount from Part I, line 27a..................... 2 -96,674
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 1,245,384
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 1,245,384
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 AMAZON COM P 2010-11-10 2011-09-23
b WALTER ENERGY P 2010-11-10 2011-09-07
c ANADARDKO PETROLEUM P 2010-11-10 2011-09-23
d AOL INC P 2002-04-11 2011-02-11
e CF INDUSTRIES HOLDINGS P 2010-11-10 2011-09-23
CORTS FOR GE CAP CORP P 2009-04-20 2011-05-10
CHIPOTLE MEXICAN GRILL P 2010-11-10 2011-09-23
DELUXE CORP P 2009-09-23 2011-08-09
CITRIXSYSTEMS P 2010-11-10 2011-09-23
EBAY INC P 2010-11-10 2011-09-23
FIFTH THIRD BANCORP P 2010-11-10 2011-09-07
FORD MOTOR CO P 2010-11-10 2011-08-09
LAS VEGAS SANDS CORP P 2010-11-10 2011-09-23
LIFE PARTNERS HOLDINGS P 2010-11-10 2011-02-15
J C PENNEY CO P 2010-11-10 2011-08-09
SILVER WHEATON CORP P 2010-11-10 2011-09-23
TECK RESOURCES P 2010-11-10 2011-09-07
VANGUARD MSCI EMERG P 2010-11-10 2011-08-09
VANGUARD MSCI EUROPEAN P 2010-11-10 2011-08-09
(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 55,380   43,089 12,291
b 47,246   47,878 -632
c 49,507   48,480 1,027
d 1,852   2,941 -1,089
e 50,877   43,582 7,295
50,000   39,720 10,280
63,639   46,408 17,231
78,839   71,028 7,811
36,591   46,011 -9,420
47,434   45,626 1,808
37,352   47,604 -10,252
30,330   46,674 -16,344
42,317   47,677 -5,360
21,673   47,640 -25,967
37,621   47,338 -9,717
44,412   47,597 -3,185
41,483   46,430 -4,947
39,094   46,253 -7,159
40,249   46,606 -6,357
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       12,291
b       -632
c       1,027
d       -1,089
e       7,295
      10,280
      17,231
      7,811
      -9,420
      1,808
      -10,252
      -16,344
      -5,360
      -25,967
      -9,717
      -3,185
      -4,947
      -7,159
      -6,357
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 -42,686
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 -59,688
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 64,276 1,335,687 0.048122
2009 75,420 1,274,420 0.059180
2008 76,464 1,443,280 0.052979
2007 75,323 1,536,443 0.049024
2006 69,055 1,511,548 0.045685
2 Total of line 1, column (d) ...................... 2 0.254990
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 0.050998
4 Enter the net value of noncharitable-use assets for 2011 from Part X, line 5..... 4 1,321,244
5 Multiply line 4 by line 3....................... 5 67,381
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 181
7 Add lines 5 and 6......................... 7 67,562
8 Enter qualifying distributions from Part XII, line 4.............. 8 66,081
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 1 361
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............................ 3 361
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- ..... 5 361
6 Credits/Payments:
a 2011 estimated tax payments and 2010 overpayment credited to 2011 6a 600
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.............. 7 600
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 239
11 Enter the amount of line 10 to be: Credited to 2012 estimated taxBullet239 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
 
No
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
     
    No
    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 ofbulletCAROL ADAMS Telephone no.bullet (607) 326-4442
    Located atbullet223 CREAMERY ROADROXBURYNY ZIP+4bullet12474
    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
    CAROL ADAMSClick to see attachment DIRECTOR
    8.00     		8,173 0 0
    223 CREAMERY ROAD
    ROXBURY,NY12474
    JON ADAMSClick to see attachment DIRECTOR
    1.00     		0 0 0
    223 CREAMERY ROAD
    ROXBURY,NY12474
    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 PROVIDE FINANCIAL SUPPORT FOR GENERAL OPERATING PROGRAMS OF QUALIFIED TAX-EXEMPT SCHOOLS AND SIMILAR ORGANIZATIONS, PRIMARILY IN LOCAL AREA. 60,167
    2  
    3  
    4  
    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
    961,824
    b
    Average of monthly cash balances.......................
    1b
    347,038
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    32,502
    d
    Total (add lines 1a, b, and c).........................
    1d
    1,341,364
    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
    1,341,364
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ...........................
    4
    20,120
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    1,321,244
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    66,062
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    66,062
    2a
    Tax on investment income for 2011 from Part VI, line 5......
    2a
    361
    b
    Income tax for 2011. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    361
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    65,701
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    65,701
    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
    65,701
    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
    66,081
    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
    66,081
    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
    66,081
    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 65,701
    2 Undistributed income, if any, as of the end of 2011:
    a Enter amount for 2010 only....... 53,192
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2011:
    a From 2006.......  
    b From 2007.......  
    c From 2008.......  
    d From 2009.......  
    e From 2010.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2011 from Part
    XII, line 4: bullet$ 66,081
    a Applied to 2010, but not more than line 2a 53,192
    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..... 12,889
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2011.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable
    amount—see page 27 of the instructions ...     		 
    e Undistributed income for 2010. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		 
    f Undistributed income for 2011. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		52,812
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		 
    8Excess distributions carryover from 2006 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		 
    9Excess distributions carryover to 2012.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2007....  
    b Excess from 2008....  
    c Excess from 2009....  
    d Excess from 2010....  
    e Excess from 2011....  
    Form 990-PF (2011)
    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:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2011)
    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
    ALFRED UNIVERSITY
    1 SAXON DRIVE
    ALFRED,NY14802     		NONE   GENERAL SUPPORT 599
    UNIV MASS AMHERST
    111 INFIRMARY WAY
    AMHERST,MA01002     		NONE   GENERAL SUPPORT 607
    UNIV MASS AMHERST MUSIC
    111 INFIRMARY WAY
    AMHERST,MA01002     		NONE   GENERAL SUPPORT 1,100
    ANTIOCH COLL REVIVAL FD
    ONE MORGAN PLACE
    YELLOW SPRINGS,OH45387     		NONE   GENERAL SUPPORT 595
    BENNINGTON COLL ALUMNI
    ONE COLLEGE DRIVE
    BENNINGTON,VT05210     		NONE   GENERAL SUPPORT 708
    CA STATE U LANGUAGE DEPT
    5151 STATE UNIV DRIVE
    LOS ANGELES,CA90032     		NONE   GENERAL SUPPORT 600
    CARNEGIE MELLON MAR MORR
    5000 FORBES AVENUE WH 500
    PITTSBURGH,PA15213     		NONE   GENERAL SUPPORT 665
    UNIV CHICAGO ALUMNI OFF
    5801 SOUTH ELLIS AVENUE
    CHICAGO,IL60637     		NONE   GENERAL SUPPORT 698
    CLARK UNIV ALUMNI OFFICE
    950 MAIN STREET
    WORCESTER,MA01610     		NONE   GENERAL SUPPORT 692
    COLBY SAWYER COLL ALUMNI
    100 MAIN STREET
    NEW LONDON,NH03257     		NONE   GENERAL SUPPORT 564
    COLGATE UNIV ALUMNI OFF
    13 OAK DRIVE
    HAMILTON,NY13346     		NONE   GENERAL SUPPORT 765
    COLUMBIA GREEN HUMANE SOC
    125 HUMANE SOCIETY ROAD
    HUDSON,NY12534     		NONE   GENERAL SUPPORT 6,000
    CONNECTICUT COLLEGE
    270 MOHEGAN AVENUE
    NEW LONDON,CT06320     		NONE   GENERAL SUPPORT 706
    DESERT ACADEMY OF SANTA FE
    313 CAMINO ALIRE
    SANTA FE,NM87501     		NONE   GENERAL SUPPORT 3,000
    DUTCHESS COMM MUSICLINK
    53 PENDELL RD
    POUGHKEEPSIE,NY12601     		NONE   GENERAL SUPPORT 3,000
    EMERSON COLLEGE
    120 BOYLSTON STREET
    BOSTON,MA02116     		NONE   GENERAL SUPPORT 495
    EVERGREEN CEMETERY
    PO BOX 296
    C/O AL BLACKMAR
    PINE PLAINS,NY12567     		NONE   GENERAL SUPPORT 600
    FAIRVIEW LIBRARY
    43 WALNUT STREET
    PO BOX 609
    MARGARETVILLE,NY12455     		NONE   GENERAL SUPPORT 1,000
    FORT PLAIN MUSEUM
    PO BOX 324
    389 CANAL STREET
    FORT PLAIN,NY13339     		NONE   GENERAL SUPPORT 500
    FRIENDS OF SANTA FE LIB
    145 WASHINGTON AVENUE
    SANTA FE,NM87501     		NONE   GENERAL SUPPORT 500
    GEORGE WASHINGTON UNIV
    2033 K STREET
    SUITE 310
    WASHINGTON,DC20006     		NONE   GENERAL SUPPORT 768
    HEART OF CATSKILLS HUMANE
    46610 NY HIGHWAY 10
    DELHI,NY13753     		NONE   GENERAL SUPPORT 150
    HOLDERNESS SCHOOL
    CHAPEL LANE
    PO BOX 1879
    PLYMOUTH,NH03264     		NONE   GENERAL SUPPORT 595
    INDIAN MTN SCHOOL FACULTY
    211 INDIAN MTN ROAD
    LAKEVILLE,CT06039     		NONE   GENERAL SUPPORT 5,800
    JEREMY FRENZEL SCHOLARSHIP FUND
    C/O KAREN PAGOTA
    STISSING MOUNTAIN HS
    PINE PLAINS,NY12567     		NONE   GENERAL SUPPORT 600
    LAST POST ANIMAL SANC
    PO BOX 259
    FALLS VILLAGE,CT06031     		NONE   GENERAL SUPPORT 600
    LITTLE FALLS YMCA
    15 JACKSON STREET
    LITTLE FALLS,NY13365     		NONE   GENERAL SUPPORT 500
    MARIST COLLEGE
    3399 NORTH ROAD
    POUGHKEEPSIE,NY12601     		NONE   GENERAL SUPPORT 595
    MILLBROOK SCHOOL FUND
    SCHOOL HOUSE ROAD
    MILLBROOK,NY12545     		NONE   GENERAL SUPPORT 4,206
    NEW MEX WOMENS FOUND
    551 CORDOVA ROAD PMB 411
    SANTA FE,NM87505     		NONE   GENERAL SUPPORT 600
    NOBLE HORIZONSMADAMS
    17 COBBLE ROAD
    SALISBURY,CT06068     		NONE   GENERAL SUPPORT 1,000
    NUUK INTL FREE SCHOOL
    PO BOX 5172
    3905 NUUK,GREENLAND  
    GL     		NONE   GENERAL SUPPORT 5,000
    OCCIDENTAL COLLEGE
    1600 CAMPUS ROAD
    LOS ANGELES,CA900994312     		NONE   GENERAL SUPPORT 1,261
    PRESBYTERIAN CHURCH DIV MS
    PO BOX 643700
    PITTSBURG,PA15264     		NONE   GENERAL SUPPORT 2,000
    PHILIP AMELIO SCHOLARSHIP
    93 HOFFMAN ROAD
    PINE PLAINS,NY12567     		NONE   GENERAL SUPPORT 600
    PPCSD CHINA EXCHANGE PROG
    STISSING MOUNTAIN HIGH SC
    2829 CHURCH STREET
    PINE PLAINS,NY12567     		NONE   GENERAL SUPPORT 1,000
    PRESBYTERIAN CHURCH USA
    PO BOX 643700
    PITTSBURGH,PA15264     		NONE   GENERAL SUPPORT 500
    REED COLLEGE
    3203 SE WOODSTOCK BLVD
    PORTLAND,OR97202     		NONE   GENERAL SUPPORT 604
    RODD BRAINDER SCHOLARSHIP
    ROXBURY CENTRAL SCHOOL
    ROXBURY,NY12474     		NONE   GENERAL SUPPORT 600
    ROXBURY ARTS GROUP
    PO BOX 93
    ROXBURY,NY12474     		NONE   GENERAL SUPPORT 400
    SCA SHIRE OF DRYGESTAN
    C/O HELGAMCLAUGHLIN
    13 SUNLIT DRIVE EAST
    SANTA FE,NM87508     		NONE   GENERAL SUPPORT 400
    SHELBURN FARMS ANNUAL FD
    1611 HARBOR ROAD
    SHELBURNE,VT05482     		NONE   GENERAL SUPPORT 500
    SUFFIELD ACADEMY
    185 NORTH MAIN STREET
    SUFFIELD,CT06078     		NONE   GENERAL SUPPORT 4,001
    SUNDAY CTRY FOOD DRIVE
    76 SHARON ROAD 789
    MILLERTON,NY12546     		NONE   GENERAL SUPPORT 500
    TOWN HILL CAMPUS IMS
    211 INDIAN MTN ROAD
    LAKEVILLE,CT06039     		NONE   GENERAL SUPPORT 3,993
    Total .................................bullet 3a 60,167
    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     14 2,248  
    4 Dividends and interest from securities....     14 28,410  
    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         -42,686
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   30,658 -42,686
    13Total. Add line 12, columns (b), (d), and (e)..................
    13-12,028
    (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.)
    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:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 890 445 445 445

    TY 2011 CompensationExplanation
    Name:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Person Name Explanation
    CAROL ADAMS  
    JON ADAMS  

    TY 2011 InvestmentsCorpStockSchedule
    Name:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Name of Stock End of Year Book Value End of Year Fair Market Value
    90 SHS AOL INC    
    250 AMAZON COM INC    
    750 ANADARKO PETROLEUM    
    2,000 SHS MERITOR INC 48,250 10,640
    4000 BANCO SANTANDER 46,628 30,080
    350 CF INDUSTRIES HOLDINGS    
    200 CHIPOTLE MEXICAN GRILL    
    500 CHORUS LTD 2,867 5,985
    700 CITRIX SYSTEMS INC    
    4000 SHS DELUXE CORP    
    1500 EBAY    
    1000 SHS TIME WARNER INC 42,311 36,140
    251 SHS TIME WARNER CABLE INC 14,919 15,956
    3650 FIFTH THIRD BANCORP    
    1200 FIRST ENERGY CORP 45,296 53,160
    2800 FORD MOTOR CO    
    3500 SHS NEW YORK COMMUNITY BANCORP 37,450 43,295
    950 LAS VEGAS SANDS CORP    
    2400 LIFE PARTNERS HOLDINGS    
    1450 J C PENNEY CO    
    750 SHS ROYAL DUTCH SHELL PLC 44,050 57,008
    1400 SILVER WHEATON CORP    
    950 TECK RESOURCES LTD    
    2500 SHS TELECOMCORP NZ 14,333 19,975
    500 WALTER ENERGY    
    3000 BANK OF AMERICA 8.20 PFD 75,000 66,300
    3500 UNITED ONLINE INC 38,113 19,040
    2000 CORTS FOR GE CAP CORP 6.0%    
    950 VANGUARD EMERGING MARKETS    
    900 VANGUARD INTL EQUITY INDEX    

    TY 2011 InvestmentsLandSchedule2
    Name:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    LAND - BENTLEY POINT 3,189   3,189 3,000
    BUILDING - ENO LAW OFFICE 29,502   29,502 29,502

    TY 2011 OtherExpensesSchedule
    Name:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    INVESTMENT FEES 114 114 114  


    TY 2011 OtherProfessionalFeesSchedule
    Name:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 6,907 6,907 6,907  


    TY 2011 TaxesSchedule
    Name:
    BENTLEY FUND
    C/O CAROL ADAMS
    EIN: 14-6018200
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    NYS CHARITIES BUREAU FEE 250     250
    REAL ESTATE TAXES 5,957      
    FOREIGN TAXES 1,055 1,055 1,055  
    FEDERAL INCOME TAXES 1,133     1,133