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
SOL & ARLENE BRONSTEIN
FOUNDATION 2

Number and street (or P.O. box number if mail is not delivered to street address)C/O OLD NATIONAL BANK PO BOX 966 Room/suite

City or town, state, and ZIP code
EVANSVILLE, IN477060966

A Employer identification number

35-6345774

B Telephone number (see page 10 of the instructions)

(812) 468-0334

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

$5,707,230J 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	76		76
4	Dividends and interest from securities......	175,329		146,548
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		333,660
b	Gross sales price for all assets on line 6a 3,584,616
7	Capital gain net income (from Part IV, line 2)...
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		19,871	19,871
12	Total. Add lines 1 through 11........	528,936		166,495
13	Compensation of officers, directors, trustees, etc.	60,996		30,498	30,498
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		1,975	988	987
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		3,714	2,550
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		1,536	1,536
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	68,221		35,572	31,485
25	Contributions, gifts, grants paid........	280,000			280,000
26	Total expenses and disbursements. Add lines 24 and 25	348,221		35,572	311,485
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	180,715
b	Net investment income (if negative, enter -0-)			130,923
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..........	450,581	291,454	291,454
	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) 588,990
		Less: allowance for doubtful accounts		588,990	588,990
	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)........	2,449,236	1,906,524	2,040,557
	c	Investments—corporate bonds (attach schedule)........	1,470,165	1,573,932	1,621,696
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	1,013,064	1,202,748	1,164,533
	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)	5,383,046	5,563,648	5,707,230
	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	5,383,046	5,563,648
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	5,383,046	5,563,648
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	5,383,046	5,563,648

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	5,383,046
2	Enter amount from Part I, line 27a.....................	2	180,715
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	5,563,761
5	Decreases not included in line 2 (itemize)	5	113
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	5,563,648

Form 990-PF (2011)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

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

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

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

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

Part V

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

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

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

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

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

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010	289,248	5,506,708	0.052526
2009	328,449	5,072,747	0.064748
2008	331,553	6,092,675	0.054418
2007	32,302	6,804,365	0.004747
2006	185,809	6,505,075	0.028564

2	Total of line 1, column (d) ......................	2	0.205003
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.041001
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	5,776,557
5	Multiply line 4 by line 3.......................	5	236,845
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,309
7	Add lines 5 and 6.........................	7	238,154
8	Enter qualifying distributions from Part XII, line 4..............	8	311,485
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	1,309
	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	1,309
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	1,309
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	1,400
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	1,400
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
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	91
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax91	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

NONE

The books are in care of bullet

OLD NATIONAL BANK Telephone no. bullet

(812) 461-9210

Located at bullet

PO BOX 966EVANSVILLEIN ZIP+4 bullet

477060966

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
OLD NATIONAL BANK	TRUSTEE 4.00	40,292	0	0
PO BOX 966 EVANSVILLE,IN477060966	TRUSTEE 4.00	40,292	0	0
WAYNE S TROCKMAN	CO-FIDUCIARY 2.00	20,704	0	0
PO BOX 966 EVANSVILLE,IN477060966	CO-FIDUCIARY 2.00	20,704	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

5,487,600

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

376,925

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

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

5,864,525

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

5,864,525

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

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

87,968

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

5,776,557

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

288,828

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

288,828

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

1,309

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

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

1,309

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

287,519

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

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

287,519

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

287,519

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 ..........

311,485

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

311,485

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

1,309

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

310,176

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		287,519
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......	165,767
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: $ 311,485
a Applied to 2010, but not more than line 2a	165,767
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.....		145,718
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 ..........		141,801
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).)

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
SOLARBRON SOLARBRON 1501 MCDOWELL RD 1501 MCDOWELL RD EVANSVILLE,IN47715	NONE	502(C)(3)	PROVIDE RETIREMENT COMMUNITY LIVING	280,000
Total ................................. 3a				280,000

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	76
4 Dividends and interest from securities....			14	175,329
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.....			15	13,295
8Gain or (loss) from sales of assets other than inventory			1	333,660
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aMISCELLANEOUS			1
bCLASS ACTION SUITS			1	106
cRETURN CAPITAL			1
dSECURITIES LITIGATION			1	2,970
eDONATION			1	3,500
12 Subtotal. Add columns (b), (d), and (e)..				528,936

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

13528,936

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2011)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2011 AccountingFeesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BROWN, SMITH & SETTLE	1,975	988		987

- TIN:

TY 2011 CompensationExplanation

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Person Name	Explanation
OLD NATIONAL BANK
WAYNE S TROCKMAN

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2011 GainLossSaleOtherAssetsSch

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
PUBLICLY TRADED SECURITIES	2010-06	PURCHASE	2011-12	OPEN MARKET	2,909,542	2,545,239			364,303
PUBLICLY TRADED SECURITIES	2011-06	PURCHASE	2011-12	OPEN MARKET	675,074	705,717			-30,643

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name of Bond	End of Year Book Value	End of Year Fair Market Value
ALLEN CNTY IND 6.3%	76,031	80,069
AMERICAN EXPRESS 5.875%	25,000	26,279
AMGEN 6.15%	50,563	58,159
BARCLAYS SR NT 5.00%	25,450	25,891
CARGILL 5.2%	100,950	104,421
CARMEL IND REDEV	50,000	50,056
CITIGROUP INC 6.5%	25,213	26,024
ELKHART IND PK DIST 5.9%	50,000	54,875
FIFTH THIRD BANCORP 5.45%	47,313	52,719
FT WAYNE IN 5.65%	54,210	65,077
GENERAL ELEC CAP CORP 5.0%
GENERAL ELEC CAP CORP 6.1%	150,000	154,320
GLAXOSMITHKLINE 5.65%	22,225	30,090
GOLDMAN SACHS 5.3%
HAMMOND IN 5.52%	50,000	52,559
HARTFORD LIFE INS 4.75%
IBM INTL 5.05%
INDEPENDENCE HILL 7.00%	52,174	54,548
ING GROEP 6.125%	11,834	12,232
ING GROEP NV 7.2% SERIES	50,000	37,400
JP MORGAN CHASE 5.25%	81,178	90,016
LAWRENCE IND 7.125%	51,835	54,463
LILLY ELI 4.5%	24,450	28,511
MBIA INC NOTE 6.4%	26,313	18,236
MCDONALDS CORP 4.3%	101,650	104,159
MERCK 4.75%	23,100	27,915
MERRILL LYNCH 5.45%	24,250	25,182
METROPOLITAN LIFE 5.125%	36,015	37,686
MORGAN STANLEY CAP 6.25%	192,300	157,776
NEW YORK LIFE 4.65%	25,220	26,211
OLD NATIONAL 5.00%
SIMON PPTY GROUP 5.75%
SOUTH KNOX IN SCHOOL 4.625% DUE 10
SOUTHWEST BANK 5.15%
TELL CITY IN 5.25%
VERIZON VA 4.625% 03/13
VIGO CNTY IN 5.3%	48,100	52,091
WALGREEN CO 4.875%	34,895	37,341
WELLS FARGO 4.75%	24,598	26,082
WELLS FARGO 5.62%	22,975	28,488
ZIONSVILLE IN ZERO COUPON	16,090	22,820

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABB LTD
ABBOTT LABORATORIES INC	46,667	47,514
ACERGY
ACTIVISION BLIZZARD
ALBEMARLE CORP	41,597	39,457
ALCOA
ADOBE SYS INC
AERCAP HOLDINGS
AFLAC INC
AGRIUM INC
ALLIED WORLD
AMAZON
AMERCIA MOVIL
AMERICAN INTL. GROUP
APACHE CORP
APPLE INC	18,473	104,490
ARCELORMITTAL
ARCH CAP GROUP
ASSURED GUARANTY LTD
ASTRAZENECA PLC
AUTOLIV INC
BAE SYS PLC
BANCO CHILE
BANCO BRASIL
BANCOLOMBIA
BANK OF AMERICA
BANK OF NEW YORK MELLON
BASF SE SPONSORED
BAKER HUGHES
BAXTER INTERNATIONAL
BAYER AG
BG GROUP PLC
BHP BILLIITON
CELESTICA INC
CENOVUS ENERGY
CHECKPOINT SOFTWARE
CHEVRON	39,727	39,900
CHURCH & DWIGHT	70,977	74,909
CHICAGO BRIDGE & IRON
CHINA MOBILE
CISCO
CITIGROUP INC	36,546	28,310
CLOROX CO
CNINSURE INC
CNOOC LTD
COCA COLA CO
COGNIZANT TECH SOLUTIONS
COMPANHIA BRASILEIRA
COMPANHIA PARANAENSE
COMPANHIA DE BEBIDAS
COSTCO WHSL	40,912	40,827
CREDIT SUISSE
CUMMINS
DANAHER CORP	47,209	74,088
DBS GROUP
DEERE & CO	57,125	55,692
DIRECTV	48,554	43,059
DRIEHAUS EMERGING MKTS	115,745	103,723
DU PONT
E M C	62,455	57,253
ELBIT SYS LTD
EMERSON ELEC	53,292	50,737
ENCANA CORP
ENERSIS
ENDURANCE SPECIALTY
ENI S P A
ETABLISSEMENTS DELHAIZE
EXELON CORP
EXXON MOBIL	81,856	99,084
FIRST SOLAR INC
FLEXTRONICS
FOMENTO ECONOMICO MEXICANO
FRANCE TELECOM
FRANKLIN RES	31,445	25,264
FUQI INTERNATIONAL
GENERAL ELECTRIC
GERDAU S A
GILEAD SCIENCES
GILDAN ACTIVEWEAR
GOLDMAN SACHS	39,389	31,289
GOOGLE
GRAINGER W W
GROUPE CGI
HALLIBURTON
HERBALIFE
HOME INNS
HUMANA INC	41,318	45,557
IBM	84,537	84,953
INTEL
INTERCONTINENTAL HTLS
JOY GLOBAL
JP MORGAN CHASE	69,563	56,026
KELLOGG
KONINKLIJKE PHILIPS
LG DISPLAY
MCDONALDS	50,836	91,200
MERCK
METLIFE	61,871	53,349
MICROCHIP TECHNOLOGY
MICROCHIP TECHNOLOGY
MILLICOM INTL
MOSAIC CORP
NATIONAL BK GREECE
NESTLE S A
NET SERVICOS
NIPPON TELEG & TEL
NISSAN
NOBLE CORP	75,517	76,456
NTT DOCMO INC
OPEN TEXT CORP
ORACLE CORP	41,329	50,018
PARTNER COMMUNICATIONS
PATNI COMMUNICATIONS
PEPSICO, INC.
PETROLEO BRASILEIRO
PRAXAIR INC	75,307	77,716
PROCTOR & GAMBLE
PRUDENTIAL FINL
QUALCOMM INC	61,831	62,577
QUANTA SVCS INC	35,093	36,876
RESEARCH IN MOTION
RIO TINTO
ROCHE HLDG
ROYAL DUTCH SHELL
SCHLUMBERGER LTD	33,726	52,735
SHANDA INTERACTIVE
SIGNET JEWLERS
SIEMENS
SOHU COM
SPECTRA ENERGY CORP
STATOIL ASA
STERICYCLE INC	39,162	34,674
SUNCOR ENERGY
SXC HEALTH SOLUTIONS
SYNGENTA
TJX CO	50,200	55,384
TAILSMAN ENERGY
TARGET CORP	59,211	56,752
TECK RESOURCES
TELEFONICA S A
TELENOR ASA
TEVA PHARMACEUTICAL INDS
THERMO FISHER SCIENTIFIC	63,545	50,996
THREE M
TNT N V
TOTAL SA
TRANSOCEAN
TRINA SOLAR
TURKCELL ILETISIM
UNITED TECHNOLOGIES
VECTREN CORP
VISA INC	85,582	94,220
WAL-MART STORES	26,845	29,581
WALGREENS	59,178	55,342
WELLS FARGO & CO	59,904	60,549
WESTERN UNION
WILLIS GROUP
YANZHOU COAL

- TIN:

TY 2011 InvestmentsOtherSchedule2

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
SELECT SECTOR SPDR	AT COST
VANGUARD INTL EQUITY	AT COST
BARCLAYS PLC INDEX	AT COST
BARCLAYS BK PIATH INDL	AT COST	63,851	56,006
COLUMBIA ACORN TR	AT COST
COVIDIEN LTD	AT COST
DWS DREMAN SMALL CAP FD	AT COST
GOLDMAN SACHS MID CAP VALUE	AT COST	282,879	273,426
GOLDMAN SACHS GROWTH	AT COST	191,614	180,343
LINCOLN NATL CAP PFD	AT COST
MORGAN STANLEY CAP TR IV 6.25%	AT COST
OIL LEASES	AT COST	26	4,182
ONB CAP TR 11	AT COST
PIMCO EMERGING BOND	AT COST	75,000	75,779
PREFERRED PLUS TR 6.05%	AT COST
ROYCE VALUE PLUS FD	AT COST
ROYCE PENNSYLVANIA MUT	AT COST	138,778	133,207
SELECT SECTOR SPDR HLTH	AT COST	96,867	99,213
SELECT SECTOR SPDR CONSUMER	AT COST	26,055	25,246
THORNBURG INTL VALUE	AT COST	215,581	205,307
VANGUARD REIT ETF	AT COST	112,097	111,824

- TIN:

TY 2011 OtherDecreasesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Description	Amount
ITEMS ASSIGNED PREVIOUS/SUBSEQUENT YEAR	113

- TIN:

TY 2011 OtherExpensesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
ADR FEES
CLASS ACTION FEES
LEASE OPERATING EXPENSES	1,201	1,201
MISCELLANEOUS
FOREIGN CONVERSION EXPENSE	156	156
ACCRUED INTEREST PAID	179	179

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Description	Revenue And Expenses Per Books	Net Investment Income
OIL ROYALTY INCOME	13,295	13,295
CLASS ACTION SUITS	106	106
SECURITIES LITIGATION	2,970	2,970
DONATION	3,500	3,500

- TIN:

TY 2011 OtherNotesLoansRcvblShortSch2

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name of 501(c)(3) Organization	Balance Due
NOTE BRIDGE LOAN

- TIN:

TY 2011 TaxesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Category	Amount	Net Investment Income
FOREIGN TAXES WITHELD	1,779	1,779
REAL ESTATE TAXES	702	702
FEDERAL ESTIMATED PAYMENTS	1,164
SEVERANCE TAX	69	69