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
Bartlett Foundation

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd Room/suite

City or town, state, and ZIP code
Wilmington, DE198091377

A Employer identification number

51-6549128

B Telephone number (see page 10 of the instructions)

(800) 839-1754

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

$1,574,073J 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)	71,009
2	Check
3	Interest on savings and temporary cash investments	160		160
4	Dividends and interest from securities......	49,085		49,085
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		21,645
b	Gross sales price for all assets on line 6a 653,728
7	Capital gain net income (from Part IV, line 2)...			21,645
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........	141,899		70,890
13	Compensation of officers, directors, trustees, etc.	9,416		9,416
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)....		286	286
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		888
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	10,590		9,702	0
25	Contributions, gifts, grants paid........	72,900			72,900
26	Total expenses and disbursements. Add lines 24 and 25	83,490		9,702	72,900
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	58,409
b	Net investment income (if negative, enter -0-)			61,188
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..........	77,711	83,572	83,572
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	1,043,811	1,096,359	1,257,962
	c	Investments—corporate bonds (attach schedule)........	201,650	201,650	232,539
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	1,323,172	1,381,581	1,574,073
	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....................
	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	1,323,172	1,381,581
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	1,323,172	1,381,581
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	1,323,172	1,381,581

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	1,323,172
2	Enter amount from Part I, line 27a.....................	2	58,409
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	1,381,581
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	1,381,581

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	Publicly-traded Securities
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	653,728	632,083	21,645
b
c
d
e

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			21,645
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	21,645
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	67,600	1,466,279	000.046103
2009	81,255	1,333,855	000.060917
2008	94,174	1,643,252	000.057310
2007	84,582	1,924,602	000.043948
2006	76,526	1,764,174	000.043378

2	Total of line 1, column (d) ......................	2	000.251656
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	000.050331
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	1,579,650
5	Multiply line 4 by line 3.......................	5	79,505
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	612
7	Add lines 5 and 6.........................	7	80,117
8	Enter qualifying distributions from Part XII, line 4..............	8	72,900
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2011)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	1,224
	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	1,224
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	1,224
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	820
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	820
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	404
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 tax	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. Click to see attachment

Yes

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

The books are in care of bullet

Foundation Source Telephone no. bullet

(800) 839-1754

Located at bullet

501 Silverside Road Suite 123WilmingtonDE ZIP+4 bullet

198091377

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? ....

Yes

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
Wilmington Trust Care of Lynn Brick	Trustee 001.00	9,416
Foundation Source 501 Silverside Rd Wilmington,DE19809	Trustee 001.00	9,416
R Gary McKnight	Co-Trustee 001.00	0
Foundation Source 501 Silverside Rd Wilmington,DE19809	Co-Trustee 001.00	0
Stephen Hayward McKnight	Co-Trustee 001.00	0
Foundation Source 501 Silverside Rd Wilmington,DE19809	Co-Trustee 001.00	0
Bonnie McKnight Murphy	Co-Trustee 001.00	0
Foundation Source 501 Silverside Rd Wilmington,DE19809	Co-Trustee 001.00	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

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


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

1,481,212

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

122,494

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

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

1,603,706

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

1,603,706

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

of the instructions) Click to see attachment

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

24,056

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

1,579,650

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

78,983

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

78,983

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

1,224

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

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

1,224

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

77,759

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

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

77,759

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

77,759

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 Click to see attachment

..........

72,900

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

72,900

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

72,900

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

Form 990-PF (2011)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

	(c) 2010	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7		77,759
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......	71,115
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: $ 72,900
a Applied to 2010, but not more than line 2a	71,115
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.....		1,785
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 ..........		75,974
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....
d Excess from 2010....
e Excess from 2011....

Form 990-PF (2011)

Page 9

Part XIV

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

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

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

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

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

Part XV

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

1Information Regarding Foundation Managers:

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

NONE

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

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

cAny submission deadlines:

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

Form 990-PF (2011)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ALABAMA ANIMAL WELFARE COALITION 121 PINERIDGE RD DAPHNE,AL36526	N/A	509(a)(1)	General Unrestricted	2,500
ALLEN-CHASE FDN EAGLEBROOK SCHOOL 271 PINE NOOK RD DEERFIELD,MA01342	N/A	509(a)(1)	General Unrestricted	2,000
AUTISM SPEAKS INC 1 E 33RD ST 4TH FL NEW YORK,NY10016	N/A	509(a)(1)	General Unrestricted	200
BRANFORD COMPASSION CLUB 29 GREENFIELD AVE BRANFORD,CT06405	N/A	509(a)(1)	General Unrestricted	2,500
ELLIS SCHOOL 6425 5TH AVE PITTSBURGH,PA15206	N/A	509(a)(1)	General Unrestricted	1,000
ENDICOTT COLLEGE 376 HALE ST BEVERLY,MA01915	N/A	509(a)(1)	General Unrestricted	1,500
GREATER NEW HAVEN CAT PROJECT INC PO BOX 1432 NEW HAVEN,CT06506	N/A	509(a)(1)	General Unrestricted	2,500
HOLY TRINITY EPISCOPAL CHURCH 2998 BAY AVE OCEAN CITY,NJ08226	N/A	509(a)(1)	Building Fund	3,000
KEEWAYDIN FOUNDATION 10 KEEWAYDIN RD SALISBURY,VT05769	N/A	509(a)(1)	Keewaydin Dunmore Division	1,000
PITTSBURGH BALLET THEATRE INC 2900 LIBERTY AVE PITTSBURGH,PA15201	N/A	509(a)(1)	General Unrestricted	5,000
PITTSBURGH SYMPHONY INC 600 PENN AVE PITTSBURGH,PA15222	N/A	509(a)(2)	Charitable Event	2,500
POINT PARK UNIVERSITY 201 WOOD ST PITTSBURGH,PA15222	N/A	509(a)(2)	Capital Campaign	8,000
RADCLIFFE CREEK SCHOOL INC 201 TALBOT BLVD STE A CHESTERTOWN,MD21620	N/A	509(a)(1)	Chromebooks Fundraiser for Radcliffe Creek School	1,000
RONALD MCDONALD HOUSE OF CONNECTICU 501 GEORGE ST NEW HAVEN,CT06511	N/A	509(a)(1)	General Unrestricted	1,000
SEWICKLEY ACADEMY 315 ACADEMY AVE SEWICKLEY,PA15143	N/A	509(a)(1)	General Scholarship Activites	5,000
SPINA BIFIDA ASSOCIATION OF WESTERN 1158 DUTILH RD MARS,PA16046	N/A	509(a)(1)	General Unrestricted	500
SPROUT FUND 5423 PENN AVE PITTSBURGH,PA15206	N/A	509(a)(1)	General Unrestricted	1,100
ST PAULS UNITED METHODIST CHURCH 1965 FERGUSON RD ALLISON PARK,PA15101	N/A	509(a)(1)	General Unrestricted	6,000
ST PAULS UNITED METHODIST CHURCH 1965 FERGUSON RD ALLISON PARK,PA15101	N/A	509(a)(1)	Nyadire O Level Books Fund	500
SUFFIELD ACADEMY PO BOX 999 SUFFIELD,CT06078	N/A	509(a)(1)	General Unrestricted	2,500
SUMMER'S BEST TWO WEEKS CITIKIDZ 111 LAKE GLORIA RD BOSWELL,PA15531	N/A	509(a)(2)	General Unrestricted	500
THE PITTSBURGH PARKS CONSERVANCY 2000 TECHNOLOGY DR STE 300 PITTSBURGH,PA15219	N/A	509(a)(1)	General Unrestricted	7,600
TRINITY EPISCOPAL CHURCH 1109 MAIN ST BRANFORD,CT06405	N/A	509(a)(1)	Building Fund	5,000
WASHINGTON UNIVERSITY 700 ROSEDALE AVE CB 1034 SAINT LOUIS,MO63112	N/A	509(a)(1)	Mcknight Family Scholarship Fund	10,000
WOUNDED WARRIOR PROJECT 370 7TH AVE 3RD FL RM 320 NEW YORK,NY10001	N/A	509(a)(1)	General Unrestricted	500
Total ................................. 3a				72,900

bApproved for future payment

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

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	160
4 Dividends and interest from securities....			14	49,085
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory			18	21,645
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)..				70,890

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

1370,890

(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:	11000218
Software Version:	2011.0.0
Part VI Line 7 - Tax Paid Original Return:	820

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2011

Name of organization

Bartlett Foundation

Employer identification number

51-6549128

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

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

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

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

Page 2

Name of organization Bartlett Foundation
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
0001	Beatrice B Mcknight Charitable Lead Wilmington Tst1100 N Market St Wilmington, DE 19801	$71,009	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization Bartlett Foundation
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

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

Name of organization
Bartlett Foundation

Employer identification number

51-6549128

Part III

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

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

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

Additional Data

Software ID:	11000218
Software Version:	2011.0.0

- TIN:

TY 2011 GeneralExplanationAttachment

Name:

Bartlett Foundation

EIN: 51-6549128

Software ID:11000218

Software Version:2011.0.0

Identifier	Return Reference	Explanation

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

Bartlett Foundation

EIN: 51-6549128

Software ID:11000218

Software Version:2011.0.0

Name of Bond	End of Year Book Value	End of Year Fair Market Value
ATT INC - 6.700 - 11/15/2013 00206RAP7 5000000.00%	50,040	55,121
CATERPILLAR FINA SVCS CRP - 6.200 - 09/30/2013 14912L4C2 5000000.00%	50,278	54,506
IBM CORP NOTES DTD 10/15/2008 6.5 10/15/2013 459200GN5 5000000.00%	49,937	55,140
VERIZON COMMUNICATIONS - 8.750 - 11/01/2018 92343VAQ7 5000000.00%	51,395	67,772

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

Bartlett Foundation

EIN: 51-6549128

Software ID:11000218

Software Version:2011.0.0

Name of Stock	End of Year Book Value	End of Year Fair Market Value
350 shares of ACE LTD ACE	13,284	24,541
134 shares of ACME PACKET, INC. APKT	6,363	4,142
145 shares of ALEXION PHARMACEUTICALS, INC. ALXN	6,223	10,368
259 shares of ALLERGAN INC. AGN	17,484	22,725
267 shares of ALTRIA GROUP INC MO	5,689	7,917
44 shares of AMAZON COM AMZN	8,061	7,616
248 shares of AMERICAN CAMPUS COMMUNITIES ACC	6,405	10,406
400 shares of ANALOG DEVICES INC. ADI	12,634	14,312
150 shares of ANHEUSER BUSCH COS INC BUD	8,364	9,149
140 shares of APACHE CORPORATION APA	7,329	12,681
88 shares of APPLE INC. AAPL	30,344	35,639
199 shares of ARM HOLDINGS PLC ARMH.PK	5,562	5,506
100 shares of BAKER HUGHES INTL BHI	5,600	4,864
75 shares of BANCOLOMBIA SA CIB	4,551	4,467
49 shares of BIOGEN IDEC INC BIIB	4,619	5,392
158 shares of BOEING CO BA	8,137	11,589
740 shares of BRISTOL-MYERS SQUIBB CO BMY	19,119	26,077
169 shares of CAMERON INTERNATIONAL CORP CAM	9,390	8,313
162 shares of CATERPILLAR INC. CAT	13,424	14,677
367 shares of CENTURY TEL INC CTL	12,861	13,652
177 shares of CHEVRONTEXACO CORP CVX	11,211	18,833
22 shares of CHIPOLTE MEX GRILL CMG	5,631	7,430
130 shares of CITRIX SYSTEMS INC CTXS	8,536	7,894
137 shares of COCA-COLA CO KO	6,186	9,586
185 shares of COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION - CLASS CTSH	13,636	11,897
334 shares of CONOCOPHILLIPS COP	14,474	24,338
275 shares of CONSUMER STAP SPDR XLP	8,435	8,935
125 shares of CREDICORP LTD BAP	4,352	13,684
235 shares of CVS CAREMARK CORP. CVS	6,481	9,583
83 shares of DOLLAR TREE INC. DLTR	6,307	6,898
88 shares of DOMINION RESOURCES INC D	3,558	4,671
200 shares of DR PEPPER/7-UP COMP. DPS	7,924	7,896
467 shares of DU PONT DE NEMOURS DD	20,519	21,379
318 shares of ELI LILLY CO LLY	16,117	13,216
281 shares of EMC CORP-MASS EMC	7,731	6,053
382 shares of ENBRIDGE INC ENB	6,315	14,291
187 shares of EQUITY RESIDENTIAL PPTYS TR EQR	8,588	10,665
135 shares of EXPEDITORS INTL WASH INC. EXPD	6,819	5,530
114 shares of EXPRESS SCRIPTS INC. ESRX	6,479	5,095
175 shares of EXXON MOBIL CORP XOM	11,489	14,833
310 shares of FIDELITY SELECT NATURAL GAS FSNGX	10,352	9,426
125 shares of FLUOR CORP NEW FLR	5,089	6,281
311 shares of GALLAGHER ARTHUR J CO. AJG	8,874	10,400
175 shares of GEN DYNAMICS CP GD	6,318	11,622
280 shares of GLACIER BANCORP INC GBCI	4,336	3,368
54 shares of GOOGLE INC CL A GOOG	27,056	34,878
161 shares of H.J. HEINZ COMPANY HNZ	6,483	8,700
150 shares of HESS CORP HES	8,974	8,520
315 shares of INTEL CORP INTC	6,452	7,639
160 shares of ISHARE MSCI SWEDEN EWD	5,060	4,022
160 shares of ISHARES FTSE CHINA 25 INDEX FUND FXI	6,685	5,579
70 shares of ISHARES MSCI ALL PERU CAPPED INDEX EPU	2,664	2,686
250 shares of ISHARES MSCI AUSTRALIA INDEX FD EWA	6,413	5,360
100 shares of ISHARES MSCI BRAZIL FREE INDEX FD EWZ	7,195	5,739
450 shares of ISHARES MSCI CANADA INDEX FD EWC	13,929	11,970
70 shares of ISHARES MSCI CHILE INVESTABLE MKT IDX ECH	5,079	4,040
100 shares of ISHARES TRANSPORTATION IYT	7,993	8,947
530 shares of ISHARES TRUST MSCI EAFE INDEX FUND EFA	29,977	26,250
177 shares of JOHNSON JOHNSON JNJ	11,131	11,608
303 shares of JP MORGAN CHASE CO JPM	13,434	10,075
377 shares of KRAFT FOODS INC KFT	12,750	14,085
111 shares of LULULEMON ATHLETICA INC LULU	5,453	5,179
200 shares of MARKET VECTORS--AGRIBUSINESS ETF MOO	10,402	9,430
334 shares of MATTELL INC. MAT	6,586	9,272
225 shares of MCDONALDS CORP MCD	14,293	22,574
308 shares of MERCK CO INC. MRK	11,707	11,612
198 shares of MICROCHIP TECHNOLOGY INC. MCHP	6,865	7,253
350 shares of MICROSOFT CORPORATION MSFT	7,921	9,086
109 shares of MONSANTO CO MON	8,163	7,638
123 shares of MORGAN STANLEY MS	3,015	1,861
661 shares of NEW YORK COMNTY BANCORP INC. NYB	11,358	8,177
68 shares of NEXTERA ENERGY, INC NEE	3,198	4,140
275 shares of NOVARTIS AG ADR NVS	10,046	15,722
74 shares of OCCIDENTAL PETE CORP OXY	7,270	6,934
483 shares of ONEBEACON INSURANCE GROUP OB	6,778	7,433
550 shares of ORACLE CORP ORCL	10,003	14,108
54 shares of P P G IND PPG	3,908	4,508
154 shares of PACKAGING CORP AMER PKG	2,795	3,887
236 shares of PAYCHEX INC COM PAYX	7,997	7,106
582 shares of PEOPLES UNITED FINANCIAL, INC. PBCT	8,215	7,479
101 shares of PERRIGO CO PRGO	7,384	9,827
143 shares of PHILIP MORRIS INTL PM	6,694	11,223
7865 shares of PIMCO HIGH YIELD FUND CLASS D PHYDX	70,624	70,628
9 shares of PIMCO HIGH YIELD FUND P PHLPX	79	80
95 shares of POLYPORE INTERNATIONAL INC. PPO	5,537	4,179
14 shares of PRICELINE.COM INCORPORATED PCLN	6,243	6,548
200 shares of PROCTER GAMBLE CO PG	10,859	13,342
275 shares of PUBLIC SVC ENTERPRISE GROUP INC. PEG	6,695	9,078
178 shares of QUALCOMM INC QCOM	9,834	9,737
547 shares of RPM INTERNATIONAL INC. RPM	10,426	13,429
127 shares of SCHLUMBERGER LTD SLB	11,273	8,675
250 shares of SELECT SECTOR SPDR-HEALTH CARE XLV	8,676	8,673
175 shares of SONOCO PRODUCTS COMPANY SON	3,910	5,768
333 shares of SOUTHERN CO SO	11,851	15,415
162 shares of SOUTHERN COPPER CORP SCCO	6,470	4,889
90 shares of SPDR GOLD TR GOLD SHS GLD	13,570	13,679
150 shares of SPDR SP GLOBAL NATURAL RESOURCES ETF GNR	7,269	7,353
430 shares of SPECTRA ENERGY CORP-W/I SE	5,824	13,223
146 shares of STARWOOD HOTELS RESORTS HOT	8,627	7,004
421 shares of SUPERVALU INC SVU	4,086	3,419
125 shares of SYNGENTA AG ADS SYT	6,690	7,368
197 shares of SYSCO CORP SYY	4,443	5,778
348 shares of TAIWAN SEMICONDUCTOR MFG CO LTD TSM	3,422	4,493
125 shares of TARGET CORPORATION TGT	6,692	6,403
126 shares of TOTAL FINA ELF S.A. TOT	6,441	6,440
383 shares of UNILEVER PLC AMER UL	11,701	12,838
96 shares of UNION PACIFIC UNP	9,194	10,170
91 shares of UNITED PARCEL SERVICE UPS	5,699	6,660
175 shares of UNITED TECHNOLOGIES CORP UTX	6,600	12,791
68 shares of V F CORP VFC	4,489	8,635
290 shares of VANGUARD EMERGING MARKETS STOCK INDEX VIPERS VWO	13,674	11,081
300 shares of VANGUARD SM-CAP ETF VB	22,783	20,901
586 shares of VERIZON COMMUNICATIONS VZ	16,963	23,510
57 shares of VISA INC V	5,566	5,787
400 shares of WALT DISNEY HOLDINGS CO. DIS	6,257	15,000
234 shares of WASTE MANAGEMENT INC. WM	8,298	7,654
172 shares of WESTAR ENERGY INC. WR	3,068	4,950

- TIN:

TY 2011 OtherProfessionalFeesSchedule

Name:

Bartlett Foundation

EIN: 51-6549128

Software ID:11000218

Software Version:2011.0.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	286	286

- TIN:

TY 2011 SubstantialContributorsSch

Name:

Bartlett Foundation

EIN: 51-6549128

Software ID:11000218

Software Version:2011.0.0

Name	Address
Beatrice B Mcknight Charitable Lead	Wilmington Tst1100 N Market St Wilmington,DE19801

- TIN:

TY 2011 TaxesSchedule

Name:

Bartlett Foundation

EIN: 51-6549128

Software ID:11000218

Software Version:2011.0.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Estimated Tax for 2011	800	0	0	0
IRS Excise Tax Payment with 1st ext 990PF	88	0	0	0