TY 2012 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

2012

Open to Public Inspection

For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012

Name of foundation
TEAM BROWN FOUNDATION AGENCY 1035012591

Number and street (or P.O. box number if mail is not delivered to street address)230 FRONT STREET NORTH Room/suite

City or town, state, and ZIP code
LA CROSSE, WI54601

A Employer identification number

42-1594267

B Telephone number (see instructions)

(608) 782-1148

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$4,020,836J 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 instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	3,600,000
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	29,839		29,839
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		39,535
b	Gross sales price for all assets on line 6a 1,448,472
7	Capital gain net income (from Part IV, line 2)...			39,535
8	Net short-term capital gain.........				0
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........	3,669,374		69,374
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........					0
b	Accounting fees (attach schedule).......		3,500	0	0	3,500
c	Other professional fees (attach schedule)....		14,238	14,238		0
17	Interest...............					0
18	Taxes (attach schedule) (see instructions)		343	343		0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......		30			30
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	18,111		14,581	0	3,530
25	Contributions, gifts, grants paid........	0				0
26	Total expenses and disbursements. Add lines 24 and 25	18,111		14,581	0	3,530
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	3,651,263
b	Net investment income (if negative, enter -0-)			54,793
c	Adjusted net income (if negative, enter -0-)...				0

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2012)

Form 990-PF (2012)

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...............	961	-35	-35
	2	Savings and temporary cash investments..........	39,896	638,490	638,490
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	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 0
	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)........	244,742
	c	Investments—corporate bonds (attach schedule)........	70,139
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........			0
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )		3,347,896	3,382,381
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	355,738	3,986,351	4,020,836
	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.........	355,738	3,986,351
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	355,738	3,986,351
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	355,738	3,986,351

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	355,738
2	Enter amount from Part I, line 27a.....................	2	3,651,263
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	4,007,001
5	Decreases not included in line 2 (itemize)	5	20,650
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	3,986,351

Form 990-PF (2012)

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.)		(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	1. STIFEL NICOLAUS	2011-01-01	2012-07-31
b	1. STIFEL NICOLAUS	2012-01-01	2012-07-31
c	4834.479 CALAMOS CONVERTIBLE FUND	2012-07-20	2012-09-27
d	239. BEACON ROOFING SUPPLY INC	2012-09-24	2012-11-27
e	315. CHINA SOUTHERN AIRLINES CO	2012-10-15	2012-11-27
	145. DU PONT (E I) DE NEMOURS & CO	2012-09-24	2012-11-27
	702. GLIMCHER REALTY TRUST	2012-10-15	2012-11-27
	178. OCCIDENTAL PETROLEUM CORP	2012-10-15	2012-11-27
	101. TERADATA CORP DEL	2012-10-15	2012-11-27
	432. TIM PARTICIPACOES S A	2012-10-15	2012-11-27
	100000. DARIEN CT 3% 03/15/2023-2017	2012-10-18	2012-11-28
	50000. KENOSHA COUNTY WI 3% 08/01/2020-2018	2012-10-18	2012-11-28
	50000. MILWAUKEE WI 2% 06/01/2017	2012-10-24	2012-11-28
	140. ASML HOLDING NV	2012-09-24	2012-11-28
	.792 ASML HOLDING NV	2012-11-28	2012-12-17

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	170,743	155,565	15,178
b	909,932	898,137	11,795
c	80,978	77,400	3,578
d	7,445	6,933	512
e	6,980	7,666	-686
	6,329	7,427	-1,098
	7,434	7,610	-176
	13,462	14,998	-1,536
	6,226	7,583	-1,357
	7,759	7,693	66
	105,000	104,438	562
	54,325	53,913	412
	52,075	52,170	-95
	7,514	7,361	153
	50	43	7

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			15,178
b			11,795
c			3,578
d			512
e			-686
			-1,098
			-176
			-1,536
			-1,357
			66
			562
			412
			-95
			153
			7

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	39,535
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 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))
2011	1,750	360,838	0.00485
2010	20,827	345,200	0.060333
2009	19,115	335,246	0.057018
2008	19,523	381,446	0.051182
2007	22,790	427,139	0.053355

2	Total of line 1, column (d) ......................	2	0.226738
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	0.045348
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	2,137,364
5	Multiply line 4 by line 3.......................	5	96,925
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	548
7	Add lines 5 and 6.........................	7	97,473
8	Enter qualifying distributions from Part XII, line 4..............	8	3,530
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.

Form 990-PF (2012)

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	1,096
	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	0
3	Add lines 1 and 2............................	3	1,096
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	1,096
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	430
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	0
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	430
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	666
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 2013 estimated tax0	Refunded	11	0

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 instructions)

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 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?

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 instructions) .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

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

Trust Point Inc Telephone no. bullet

(608) 782-1148

Located at bullet

230 FRONT STREET NORTHLA CROSSEWI ZIP+4 bullet

54601

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 2012, 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 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 (2012)

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 2012?.............

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 2012, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2012?...............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 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 2012 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 2012.)....................

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 2012?

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 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 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 (2012)

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 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
Callie Brown	President 1	0
151 N Michigan Avenue 2114 Chicago,IL60601	President 1	0
Dane Brown	Board Vice President 1	0
233 16th Street South La Crosse,WI54601	Board Vice President 1	0
Trent Brown	Board Secretary 1	0
Company E-1 PO Box 425 West Point,NY10997	Board Secretary 1	0

2 Compensation of five highest-paid employees (other than those included on line 1—see 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...................				0

3 Five highest-paid independent contractors for professional services (see 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 (2012)

Page 7

Part IX-B

Summary of Program-Related Investments (see 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 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...................

2,169,913

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

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

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

2,169,913

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

2,169,913

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

instructions) .............................

32,549

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

2,137,364

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

106,868

Part XI

Distributable Amount (see 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....................

106,868

Tax on investment income for 2012 from Part VI, line 5......

1,096

Income tax for 2012. (This does not include the tax from Part VI.)...

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

1,096

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

105,772

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

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

105,772

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

105,772

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

3,530

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

3,530

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 instructions).................

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

3,530

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 (2012)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2011	(c) 2011	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7					105,772
2 Undistributed income, if any, as of the end of 2012:
a Enter amount for 2011 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2012:
a From 2007.......	0
b From 2008.......	0
c From 2009.......	0
d From 2010.......	2,126
e From 2011.......	0
fTotal of lines 3a through e.........		2,126
4Qualifying distributions for 2012 from Part
XII, line 4: $ 3,530
a Applied to 2011, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions)......			0
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2012 distributable amount.....					3,530
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2012.		2,126			2,126
(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		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........			0
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......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2011. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2012. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2013 ..........					100,116
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............		0
8Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) ...		0
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2008....	0
b Excess from 2009....	0
c Excess from 2010....	0
d Excess from 2011....	0
e Excess from 2012....	0

Form 990-PF (2012)

Page 9

Part XIV

Private Operating Foundations (see 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 2012, 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) 2012	(b) 2011	(c) 2010	(d) 2009	(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 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 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 (2012)

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

Total ................................. 3a

bApproved for future payment

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

Form 990-PF (2012)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....			14	29,839
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	39,535
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)..				69,374

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

1369,374

(See worksheet in line 13 instructions 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 foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2012)

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

Sign Here

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2012)

Additional Data

Software ID:
Software Version:

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

2012

Name of the organization

TEAM BROWN FOUNDATION AGENCY 1035012591

Employer identification number

42-1594267

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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization TEAM BROWN FOUNDATION AGENCY 1035012591

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
1	Cardiac Pacemakers Inc 4100 Hamline Avenue St Paul, MN 55112	$3,600,000	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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization TEAM BROWN FOUNDATION AGENCY 1035012591

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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
TEAM BROWN FOUNDATION AGENCY 1035012591

Employer identification number

42-1594267

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) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2012 AccountingFeesSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION FEE (NON-ALLOC	3,500			3,500

- TIN:

TY 2012 InvestmentsCorpBondsSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Name of Bond	End of Year Book Value	End of Year Fair Market Value
STIFEL NICOLAUS

- TIN:

TY 2012 InvestmentsCorpStockSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Name of Stock	End of Year Book Value	End of Year Fair Market Value
STIFEL NICOLAUS

- TIN:

TY 2012 OtherAssetsSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Description	End of Year - Book Value	End of Year - Fair Market Value
AT&T INC	15,714	15,338
ABAXIS INC	7,558	7,531
ACXIOM CORP	7,503	7,508
AGILENT TECHNOLOGIES INC	18,692	20,470
INVESCO CONVERTIBLE SECURITIES	181,391	183,166
AGRIUM INC	7,588	7,490
ALLERGAN INC	8,407	8,256
ALLIANZ SE ADR	7,523	8,152
ALLIANZGI NFJ DIVIDEND VALUE	55,800	59,107
ALLSTATE CORP	7,598	7,431
AMERICA MOVIL S.A.B. DE C.V.	7,560	6,896
AMERICAN BEACON INT'L EQUITY	22,500	25,741
AMERICAN EXPRESS CO	14,947	15,232
AMERICAN MUNI PWR-OH TAXABLE	50,238	50,066
AMERICAN TOWER CORP	7,531	7,804
AMERISOURCEBERGEN CORP	7,606	8,334
ANIXTER INTERNATIONAL INC	7,532	8,061
ANSYS INC	7,461	7,609
APACHE CORP	15,194	14,680
APPLE INC	15,117	12,240
ARM HOLDINGS PLC SPONSORED ADR	7,403	10,063
ATHENAHEALTH INC	7,538	6,743
AUTOLIV INC	7,602	8,559
BB&T CORP	8,835	7,918
BANK OF MONTREAL	7,579	7,724
BANK NEW YORK MELLON CORP	7,590	8,455
BAXTER INTERNATIONAL INC	9,539	10,466
BAYER AG SPONSORED ADR	7,637	8,151
BEACON ROOFING SUPPLY INC	8,143	9,618
BEAM INC	7,535	7,942
BEAUFORT CNTY SC 4.125%	55,827	54,719
BED BATH & BEYOND INC	15,180	13,978
BIOMED REALTY TRUST	7,558	7,577
BOOZ ALLEN HAMILTON HOLDING	7,621	7,572
BORG WARNER AUTOMOTIVE INC	15,095	16,401
CBS CORP NEW	7,571	8,485
CLECO CORP	7,578	7,282
CNOOC LTD SPONSORED ADR	7,541	8,140
CANADIAN NATL RAILWAY CO	19,423	19,840
CAPITAL ONE FINANCIAL CORP	7,530	7,589
CEPHEID INC	15,038	15,474
CHAMPLIN MN 3.5%	54,329	54,128
CHEMED CORP	7,575	7,613
CHEVRON CORP	15,111	14,166
CHICAGO BRIDGE & IRON CO NV	7,615	8,853
CHICOS FAS INC	7,808	7,642
CHINA MOBILE LTD ADR	7,459	7,810
CHINA PETROLEUM & CHEMICAL	7,456	8,159
COACH INC	7,456	7,383
COCA COLA CO	15,137	14,464
COLGATE-PALMOLIVE CO	7,587	7,318
COMCAST CORP CLASS A	9,096	9,303
COMMUNITY TRUST BANCORP INC	7,538	6,949
COMPANHIA ENERGETICA DE MINAS	7,613	6,668
COMPANHIA PARANAENSE DE ENERGI	15,191	16,271
CONCUR TECHNOLOGIES INC	7,580	7,967
CONOCOPHILLIPS	11,913	12,178
CUMMINS INC	7,719	8,235
CYTEC INDUSTRIES INC	7,613	7,640
DEERE & CO	7,549	7,864
DELAWARE EMERGING MARKETS	10,008	11,763
DIGI INTERNATIONAL INC	7,653	7,604
DOLLAR TREE INC	7,455	7,422
DOMTAR CORP	7,610	8,101
DOVER CORP	7,353	8,082
DUBUZUE IA TAXABLE 2.2%	50,000	50,767
EMC CORP	16,790	16,116
EBAY INC	15,971	16,166
ECHO GLOBAL LOGISTICS INC	7,563	7,871
ELECTRO SCIENTIFIC INDUSTRIES	7,388	5,890
EMCOR GROUP INC	7,553	9,137
ENERSIS SA	7,619	8,090
AMERICAN EUROPACIFIC GROWTH F2	22,500	25,215
EXPRESS SCRIPTS HLDG CO	15,219	14,310
EXXON MOBIL CORP	15,086	14,540
FASTENAL CO	15,041	16,561
FIRST AMERICAN FINANCIAL CORP	7,591	8,215
FREEPORT MCMORAN COPPER & GOLD	14,971	12,722
GAMCO INVESTORS INC	7,552	8,226
GAZPROM OAO ADR	7,510	7,188
GENERAL ELECTRIC CO	22,595	21,494
GENTEX CORP	7,656	8,445
GOLDMAN SACHS GROUP INC	7,583	8,036
GOLDMAN SACHS MID CAP VALUE	22,500	24,481
GOLDMAN SACHS SMALL VALUE	19,980	20,271
GOOGLE INC	16,178	16,270
GRAND FORKS ND G.O. 4%	53,401	53,347
GROUP CGI INC CLASS A	7,551	6,384
HSBC HOLDINGS PLC SPONSORED	7,599	8,332
HALLIBURTON CO	7,470	7,285
HANOVER INSURANCE GROUP INC	7,531	7,787
HARBOR CAPITAL APPRECIATION	46,080	48,342
HERSHA HOSPITALITY TRUST	7,692	7,930
HESS CORP	14,991	15,464
HITACHI LTD SPONSORED ADR	7,683	8,510
HONEYWELL INTERNATIONAL INC	7,570	7,870
HORMEL FOODS CORP	7,563	8,021
IPC THE HOSPITALIST CO INC	7,640	6,790
IHS INC	7,528	7,872
INNERWORKINGS INC	15,263	15,365
INTEL CORP	7,609	7,794
INT'L BUSINESS MACHINES CORP	7,490	7,470
INTUITIVE SURGICAL INC	8,173	7,846
ISHARES RUSSELL MID CAP ETF	171,775	173,948
IVY HIGH INCOME	115,691	116,825
IVY MID CAP GROWTH	22,500	24,736
JPMORGAN CHASE & CO	7,594	8,090
JOHNSON & JOHNSON CO	7,532	7,641
LKQ CORP	7,683	8,081
LABORATORY CORP OF AMERICA	7,586	7,016
LAUDER ESTEE COS INC CLASS A	15,019	14,905
LINEAR TECHNOLOGY CORP	7,674	8,198
LOOMIS SAYLES GLOBAL BOND	86,745	87,292
MDU RESOURCES GROUP	7,568	7,795
MAXIMUS INC	7,921	8,661
MEAD JOHNSON NUTRITION CO	15,118	14,430
MICROSOFT CORP	14,891	13,756
MITSUI & CO LTD SPONSORED ADR	7,604	8,013
MOBILE MINI INC	7,464	8,027
MONDELEZ INTERNATIONAL INC	7,511	7,509
MONSANTO CO	7,568	8,045
MORGAN STANLEY INST SMALL COMP	19,980	20,651
MOSAIC CO NEW	7,462	7,079
NATIONAL INSTRUMENTS CORP	7,564	8,182
NATIONAL-OILWELL INC	7,441	6,288
NATIONAL PENN BANCSHARES INC	7,564	7,381
NEOGEN CORP	7,583	7,523
NETEASE.COM INC	7,493	7,273
NETSCOUT SYSTEMS INC	7,576	7,927
NEXTERA ENERGY INC	15,155	15,222
NIPPON TELEGRAPH & TELEPHONE	7,381	6,519
NORTH DAKOTA ST BRD HIGHER ED	54,302	54,058
OIL CO LUKOIL SPONSORED ADR	7,530	7,857
ORACLE CORP	7,749	7,997
PIMCO TOTAL RETURN	71,948	69,664
PIMCO FOREIGN BOND	115,549	111,257
PIMCO REAL RETURN	107,476	104,057
PAREXEL INTERNATIONAL CORP	7,567	7,013
PATTERSON COS INC	7,594	7,668
PHILLIP MORRIS INTL INC	15,076	13,884
POLYONE CORP	7,638	7,882
PORTFOLIO RECOVERY ASSOCIATES	7,661	8,015
PORTLAND GENERAL ELECTRIC CO	7,612	7,606
PRAXAIR INC	7,607	7,771
PRECISION CASTPARTS CORP	7,829	8,903
PROCTER & GAMBLE CO	7,489	7,332
PRUDENTIAL CORP PLC ADR	7,499	7,823
QLOGIC CORP	7,641	7,901
QUALCOMM INC	15,029	14,723
QUEST DIAGNOSTICS INC	7,568	7,692
REXAM PLC	7,583	7,406
RIO TINTO PLC SPONSORED ADR	7,477	9,004
ROCKWOOD HOLDINGS INC	7,546	8,507
ROPER INDUSTRIES INC	15,241	15,384
ROYAL DUTCH SHELL PLC SPONSOR	7,486	7,240
SAN DISK CORP	7,800	7,743
SANDY SPRING BANCORP INC	7,566	7,690
SCHLUMBERGER LTD	15,071	14,622
SCHOLASTIC CORP	7,673	8,218
SEMTECH CORP	8,456	10,277
SUN COMMUNITIES INC	8,071	8,417
TJX COMPANIES INC	7,803	7,641
TECHNE CORP	7,566	7,176
TELEFONICA BRASIL SA SP ADR	7,517	8,132
THOR INDUSTRIES INC	6,794	6,475
TIME WARNER CABLE INC	15,291	15,453
US BANCORP DEL	7,603	7,091
ULTIMATE SOFTWARE GROUP INC	15,105	14,634
UNITED NATURAL FOODS INC	15,592	15,327
UNITED OVERSEAS BANK ADR	7,607	8,239
UNITED PARCEL SERVICE	7,621	7,742
UNITED TECHNOLOGIES CORP	14,985	15,746
VF CORP	15,278	14,342
VALEO SA	7,461	8,212
VANGUARD FTSE EMERGING MARKETS	113,907	120,854
VANGUARD LARGE CAP INDEX	33,001	34,592
VANGUARD LARGE CAP ETF	168,907	166,940
VOLKSWAGEN AG SPONSORED ADR	7,538	9,355
WUXI PHARMATECH CAYMAN ADR	7,552	7,340
WAL MART STORES INC	15,833	14,669
WATSON PHARMACEUTICALS	7,554	7,482
WELLS FARGO & CO	21,844	22,114
WERNER ENTERPRISES INC	7,619	7,216
WHOLE FOODS MARKET INC	7,593	7,110
ENERGY XXI BERMUDA LTD	7,481	7,142
ACCENTURE PLC	7,494	7,382
HERBALIFE LTD	7,596	4,809
MAIDEN HOLDINGS LTD	7,567	7,867
VALIDUS HOLDINGS LTD	7,548	7,331
ALLIED WORLD ASSURANCE HOLDING	7,600	7,407
CHECK POINT SOFTWARE	10,491	10,767
AERCAP HOLDINGS NV	7,556	8,067
ASML HOLDING NV	5,811	6,890
BANCO LATINOAMERICANO DE EXP	7,576	7,266
COPA HOLDINGS SA CLASS A	7,591	8,652
AVAGO TECHNOLOGIES LTD	7,633	6,995
FLEXTRONICS INTERNATIONAL LTD	7,477	7,489

- TIN:

TY 2012 OtherDecreasesSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Description	Amount
ACCRUED INCOME/LOSS ADJUSTMENT	20,650

- TIN:

TY 2012 OtherExpensesSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
OTHER NON-ALLOCABLE EXPENSE -	30	0		30

- TIN:

TY 2012 OtherProfessionalFeesSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
CUSTODIAN & MANAGEMENT FEES (A	2,724	2,724
INVESTMENT MGMT FEES-NOT SUBJE	11,514	11,514

- TIN:

TY 2012 SubstantialContributorsSch

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Name	Address
Cardiac Pacemakers Inc	4100 Hamline Avenue St Paul,MN55112

- TIN:

TY 2012 TaxesSchedule

Name:

TEAM BROWN FOUNDATION AGENCY 1035012591

EIN: 42-1594267

Category	Amount	Net Investment Income
FOREIGN TAX PAID	64	64
FOREIGN TAXES ON QUALIFIED FOR	219	219
FOREIGN TAXES ON NONQUALIFIED	60	60