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 04-01-2011 , and ending 03-31-2012

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
ARCHIBALD FAMILY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)KL GATES ONE LINCOLN ST Room/suite

City or town, state, and ZIP code
BOSTON, MA021112950

A Employer identification number

04-3417222

B Telephone number (see page 10 of the instructions)

(617) 261-3100

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

$3,781,834J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	1		1
4	Dividends and interest from securities......	120,437		120,437
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		2,178
b	Gross sales price for all assets on line 6a 497,716
7	Capital gain net income (from Part IV, line 2)...			2,178
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........	122,616		122,616
13	Compensation of officers, directors, trustees, etc.	28,325		14,163	14,162
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		3,000		3,000
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		3,791	3,791
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		303	150	153
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	35,419		18,104	17,315
25	Contributions, gifts, grants paid........	160,000			160,000
26	Total expenses and disbursements. Add lines 24 and 25	195,419		18,104	177,315
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-72,803
b	Net investment income (if negative, enter -0-)			104,512
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...............		26,558	26,558
	2	Savings and temporary cash investments..........	69,641	22,019	22,019
	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)	143,827	50,000	52,465
	b	Investments—corporate stock (attach schedule)........	2,416,133	2,457,119	3,636,544
	c	Investments—corporate bonds (attach schedule)........	43,149	43,149	44,248
	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)	2,672,750	2,598,845	3,781,834
	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	2,672,750	2,598,845
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	2,672,750	2,598,845
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	2,672,750	2,598,845

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	2,672,750
2	Enter amount from Part I, line 27a.....................	2	-72,803
3	Other increases not included in line 2 (itemize)	3	2,386
4	Add lines 1, 2, and 3..........................	4	2,602,333
5	Decreases not included in line 2 (itemize)	5	3,488
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	2,598,845

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	2,000 CISCO SYSTEMS	P	2005-08-25	2011-06-03
b	400 FEDEX	P	2007-04-20	2011-11-17
c	1,200 GENERAL DYNAMICS	P	2002-07-31	2011-06-08
d	350 HSBC HLDGS PLC	P	2007-01-17	2012-01-25
e	300 NORTHERN TRUST	P	2010-02-18	2011-11-17
	1,000 PEPSICO	P	2007-02-22	2012-02-17
	500 STATE STREET	P	2004-06-22	2011-04-19
	500 COVIDIEN	P	2008-10-03	2012-01-25
	95,000 FHLB 4.875	P	2004-06-08	2011-11-15
	25,000 FHLB 3.4	P	2011-03-30	2012-03-29
	25,000 FHLB 2.35	P	2011-03-30	2011-07-15
	3,500 STAPLES	P	2000-05-23	2011-06-03

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	47,715	52,381	-4,666
b	31,418	43,935	-12,517
c	84,188	47,903	36,285
d	14,431	28,557	-14,126
e	10,881	16,005	-5,124
	61,965	71,299	-9,334
	22,721	23,862	-1,141
	24,359	25,827	-1,468
	95,000	93,827	1,173
	25,000	24,950	50
	25,000	25,000
	55,038	41,992	13,046

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			-4,666
b			-12,517
c			36,285
d			-14,126
e			-5,124
			-9,334
			-1,141
			-1,468
			1,173
			50

			13,046

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	2,178
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	156,727	3,432,405	000.045661
2009	171,281	3,296,465	000.051959
2008	221,641	3,510,514	000.063136
2007	199,718	4,240,451	000.047098
2006	177,779	4,096,246	000.043400

2	Total of line 1, column (d) ......................	2	000.251254
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	000.050251
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	3,582,036
5	Multiply line 4 by line 3.......................	5	180,001
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,045
7	Add lines 5 and 6.........................	7	181,046
8	Enter qualifying distributions from Part XII, line 4..............	8	177,315
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2011)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	2,090
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	2,090
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	2,090
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	1,900
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	1,900
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	21
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	211
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.

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

DAVID W LEWIS JR ESQ Telephone no. bullet

(617) 261-3100

Located at bullet

KL GATES ONE LINCOLN STBOSTONMA ZIP+4 bullet

021112950

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2011?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2011, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2011?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business

enterprise at any time during the year?.....................YesNo

If “Yes,” did it have excess business holdings in 2011 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2011.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
K&L GATES	TRUSTEE 002.00	28,325
ONE LINCOLN ST BOSTON,MA021112950	TRUSTEE 002.00	28,325
JOHN LG ARCHIBALD	TRUSTEE 001.00	0
113 WASHINGTON ST BOSTON,MA02118	TRUSTEE 001.00	0
MARY A POOR	TRUSTEE 001.00	0
42 FRESH POND LN CAMBRIDGE,MA02138	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










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	NONE	0
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	NONE
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...................

3,574,416

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

62,169

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

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

3,636,585

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

3,636,585

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

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

54,549

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

3,582,036

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

179,102

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

179,102

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

2,090

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

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

2,090

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

177,012

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

2,350

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

179,362

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

179,362

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

..........

177,315

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

177,315

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

177,315

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		179,362
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......	161,150
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: $ 177,315
a Applied to 2010, but not more than line 2a	161,150
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.....		16,165
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 ..........		163,197
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.

NONE

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:

DAVID W LEWIS JR
KL GATES ONE LINCOLN ST
BOSTON,MA021112950
(617) 261-3100

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

NO FORMAL REQUIREMENTS

cAny submission deadlines:

NONE ADOPTED

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

NONE

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
AMNESTY INTERNATIONAL 58 DAY ST SOMERVILLE,MA02144	NONE	PUBLIC CHARITY	GENERAL	500
APPALACIAN MOUNTAIN CLUB 5 TUDOR PL NEW YORK,NY10017	NONE	PUBLIC CHARITY	GENERAL	1,000
BOSTON ATHENEUM 10 1/2 BEACON ST BOSTON,MA02108	NONE	PUBLIC CHARITY	GENERAL	1,000
BUCKINGHAM BROWNE NICHOLS 80 GERRYS LANDING CAMBRIDGE,MA02138	NONE	PUBLIC CHARITY	GENERAL	2,000
CAMBRIDGE SCHOOL OF WESTON 93 LEXINGTON ST WESTON,MA02493	NONE	PUBLIC CHARITY	GENERAL	7,000
DEFENDERS OF WILDLIFE 1130 17 ST WASHINGTON,DC20036	NONE	PUBLIC CHARITY	GENERAL	1,500
EARTH ISLAND INSTITUTEDOLPHIN PROJ 2150 ALLSTON WAY BERKELEY,CA94704	NONE	PUBLIC CHARITY	GENERAL	5,000
GREENPEACE 702 H ST WASHINGTON,DC20001	NONE	PUBLIC CHARITY	GENERAL	500
HOBART WILLIAM SMITH COLLEGE 337 PULTENEY ST GENEVA,NY14456	NONE	PUBLIC CHARITY	GENERAL	1,000
HUNTS ALLIANCE FOR CHILDREN 889 HUNTS POINT AVE BRONX,NY10474	NONE	PUBLIC CHARITY	GENERAL	10,000
MARIA MITCHELL ASSN 4 VESTAL ST NANTUCKET,MA02554	NONE	PUBLIC CHARITY	GENERAL	27,000
MERCY FOR ANIMALS 8033 SUNSET BLVD LOS ANGELES,CA90046	NONE	PUBLIC CHARITY	GENERAL	5,000
MSPCA 350 HUNTINGTON AVE BOSTON,MA02130	NONE	PUBLIC CHARITY	GENERAL	1,000
NORTHWOOD SCHOOL 5 NORTHWOOD AVE LAKE PLACID,NY12946	NONE	PUBLIC CHARITY	GENERAL	3,000
OUR BODIES OURSELVES 5 UPLAND RD CAMBRIDGE,MA02140	NONE	PUBLIC CHARITY	GENERAL	15,000
PLANNED PARENTHOOD 434 WEST 33RD ST NEW YORK,NY10001	NONE	PUBLIC CHARITY	GENERAL	1,000
SABRE FDN 872 MASSACHUSETTS AVE CAMBRIDGE,MA02139	NONE	PUBLIC CHARITY	GENERAL	55,000
SARAH LAWRENCE COLLEGE 1 MEAD WAY BRONXVILLE,NY10708	NONE	PUBLIC CHARITY	GENERAL	5,000
SAVE THE WHALES 1192 WARING ST SEASIDE,CA93955	NONE	PUBLIC CHARITY	GENERAL	3,000
SHADY HILL SCHOOL 178 COOLIDGE HILL CAMBRIDGE,MA02138	NONE	PUBLIC CHARITY	GENERAL	500
TRUSTEES FOR EDUCATION IN LIBERIA 920 M ST SE WASHINGTON,DC20003	NONE	PUBLIC CHARITY	GENERAL	5,000
WBUR 890 COMMONWEALTH AVE BOSTON,MA02115	NONE	PUBLIC CHARITY	GENERAL	5,000
WBGH 1 GUEST ST BRIGHTON,MA02135	NONE	PUBLIC CHARITY	GENERAL	2,000
WORLD WILDLIFE DEFENSE FUND PO BOX 97180 WASHINGTON,DC20090	NONE	PUBLIC CHARITY	GENERAL	3,000
Total ................................. 3a				160,000

bApproved for future payment

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

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514
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	1
4 Dividends and interest from securities....			14	120,437
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	2,178
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)..				122,616

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

13122,616

(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:	1900

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2011 AccountingFeesSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
MCCABE TAX CONSULTING	3,000			3,000

- TIN:

TY 2011 GeneralExplanationAttachment

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Identifier	Return Reference	Explanation

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Name of Bond	End of Year Book Value	End of Year Fair Market Value
10,000 AMERICAN EXPRESS 2.75% 09/15/2015	10,008	10,375
10,000 AMPHENOL 4.75% 11/15/2014	10,863	10,863
10,000 CHUBB 5.75% 05/15/2018	11,472	12,102
10,000 GENERAL ELECTRIC 4.38% 09/21/2015	10,806	10,908

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Name of Stock	End of Year Book Value	End of Year Fair Market Value
2200 shares of ATT	58,179	68,706
2000 shares of ABBOTT LABS	26,567	122,580
400 shares of ALTRIA GROUP	9,133	12,348
1000 shares of BANK OF AMERICA	9,594	9,570
1500 shares of BECTON DICKINSON	53,903	116,475
500 shares of BHP BILLITON	23,229	36,200
1000 shares of CATERPILLAR	40,321	106,520
1800 shares of COCA-COLA	44,931	133,218
400 shares of CHUBB	20,721	27,644
1000 shares of ECOLAB	37,098	61,720
2500 shares of EXXON MOBIL	47,364	216,825
3500 shares of GENERAL ELECRIC	28,713	70,245
6000 shares of INTEL	54,545	168,690
1000 shares of INTL BUSINESS MACHINES	23,711	208,650
4000 shares of FORD MOTOR	54,159	49,900
1500 shares of JOHNSON JOHNSON	97,099	98,940
1100 shares of ELI LILLY	49,258	44,292
800 shares of MCDONALDS	53,877	78,480
3000 shares of MICROSOFT	33,371	96,765
2000 shares of NESTLE SA	77,235	125,685
800 shares of NOVARTIS	44,637	44,328
20000 shares of PAYCHEX	80,114	61,980
1000 shares of PFIZER	20,918	22,645
400 shares of PHILLIP MORRIS	20,983	35,444
2200 shares of PROCTER GAMBLE	21,404	100,815
1400 shares of ROCHE HOLDINGS	64,626	60,834
1200 shares of SCHLUMBERGER	33,001	83,916
40 shares of GOOGLE	20,213	25,650
2500 shares of SOUTHERN CO	83,256	112,325
1000 shares of TOTAL SA	50,781	51,120
800 shares of US BANCORP	26,871	25,344
1400 shares of UNITED TECHNOLOGIES	98,100	116,116
1000 shares of VERIZON COMMUNICATIONS	28,958	38,230
1300 shares of VODAFONE GROUP	42,005	35,971
2000 shares of WELLS FARGO	48,405	68,280
1000 shares of ILLINOIS TOOL	56,862	57,120
934 shares of MERCK	41,975	35,866
3000 shares of EATON VANCE ENHANCED EQ INC FUND	56,314	33,180
6051 shares of EATON VANCE TAX-MGD GLOBAL DIV EQ INC FD	86,046	53,914
1037 shares of DODGE COX INTL STOCK FUND	50,000	34,177
500 shares of METLIFE	20,807	18,675
700 shares of NEXTERA ENERGY	39,197	42,756
500 shares of SEMPRA ENERGY	25,272	29,980
1000 shares of PLUM CREEK TIMBER	35,761	41,560
1000 shares of WASTE MANAGEMENT	31,946	34,960
400 shares of SUNCOR ENERGY	16,637	13,080
1100 shares of BANK OF AMERICA PFD	20,619	22,528
900 shares of GOLDMAN SACHS GROUP PFD	20,092	18,279
725 shares of JP MORGAN CHASE PFD	20,035	19,684
825 shares of METLIFE PFD	20,015	20,229
750 shares of WELLS FARGO PFD	20,380	21,795
9320 shares of VANGUARD SHORT TERM INVESTMENT FUND	100,000	100,094
1000 shares of ACCENTURE PLC IRELAND	55,319	64,500
500 shares of AMERISOURCEBERGEN	20,038	19,830
1000 shares of ANHEUSER-BUSCH	66,021	72,720
700 shares of QUALCOMM	40,850	47,642
450 shares of UNITED PARCEL	31,357	36,324
1000 shares of WAL-MART STORES	54,296	61,200

- TIN:

TY 2011 InvestmentsGovtObligationsSch

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

US Government Securities - End of Year Book Value:

50,000

US Government Securities - End of Year Fair Market Value:

52,465

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2011 OtherDecreasesSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Description	Amount
FISCAL 3/31/12 FEDERAL ESTIMATED PAYMENTS	1,900
FISCAL 3/31/11 FEDERAL BALANCE DUE	1,583
ACCRUED INTEREST PAID	5

- TIN:

TY 2011 OtherExpensesSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
MASSACHUSETTS STATE FILING FEE	70		70
MISC ADMINISTRATION EXPENSES	166	83	83
FOREIGN DEPOSITORY FEES	67	67

- TIN:

TY 2011 OtherIncreasesSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Description	Amount
REIMBURSEMENT OF PRIOR YEAR GRANT NOT QUALIFIED FOR DEDUCTION	2,350
ADJUSTMENT FOR ACCRUED INTEREST PAID IN PRIOR YEAR	36

- TIN:

TY 2011 TaxesSchedule

Name:

ARCHIBALD FAMILY FOUNDATION

EIN: 04-3417222

Software ID:11000218

Software Version:2011.0.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAX WITHHELD	3,791	3,791	0	0