Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
GREYSTONE FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)730 2ND AVE SO NO 1300   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN55402
A Employer identification number

41-6027765
B Telephone number (see instructions)

(612) 752-1770
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$11,795,400J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 109,842
2 Check bullet
3 Interest on savings and temporary cash investments 100,181 100,181  
4 Dividends and interest from securities...... 233,933 233,933  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 943,074
b Gross sales price for all assets on line 6a 943,074
7 Capital gain net income (from Part IV, line 2)... 943,074
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)....... Click to see attachment 235,721 235,721  
12 Total. Add lines 1 through 11........ 1,622,751 1,512,909  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 12,500 0   12,500
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 11,450 5,725   5,725
c Other professional fees (attach schedule).... Click to see attachment 156,270 149,783   6,487
17 Interest............... 56,417 56,417   0
18 Taxes (attach schedule) (see instructions) Click to see attachment 21,980 1,980   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 3,192 2,094   2,095
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 261,809 215,999   26,807
25 Contributions, gifts, grants paid........ 1,106,880 1,106,880
26 Total expenses and disbursements. Add lines 24 and 25 1,368,689 215,999   1,133,687
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 254,062
b Net investment income (if negative, enter -0-) 1,296,910
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 507,265 381,803 381,803
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 5,550,301 Click to see attachment5,693,580 7,198,629
c Investments—corporate bonds (attach schedule)........ 3,883,352 Click to see attachment4,173,475 4,095,420
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 133,680 Click to see attachment79,802 119,548
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 10,074,598 10,328,660 11,795,400
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 10,074,598 10,328,660
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 0 0
30 Total net assets or fund balances (see page 17 of the
instructions).................... 10,074,598 10,328,660
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 10,074,598 10,328,660
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 10,074,598
2 Enter amount from Part I, line 27a..................... 2 254,062
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 10,328,660
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 10,328,660
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a LONG TERM P    
b SHORT TERM P    
c SEC 1256 LT P    
d SEC 1256 ST P    
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 503,261     503,261
b 415,136     415,136
c 19,235     19,235
d 5,442     5,442
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       503,261
b       415,136
c       19,235
d       5,442
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 943,074
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 . . . . . . . . . . . . . . . . 		Bracket 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?
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))
2012 1,120,512 10,420,801 0.107526
2011 1,009,208 10,784,022 0.093584
2010 1,174,153 10,145,995 0.115726
2009 1,309,758 9,621,061 0.136134
2008 1,410,610 11,989,271 0.117656
2 Total of line 1, column (d) ...................... 2 0.570626
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 0.114125
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 11,113,606
5 Multiply line 4 by line 3....................... 5 1,268,340
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 12,969
7 Add lines 5 and 6......................... 7 1,281,309
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,133,687
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 (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 25,938
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 25,938
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 25,938
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 23,570
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 25,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 48,570
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 22,632
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet22,632 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
     
    No
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    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).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletSAWMILL PRIVATE MANAGEMENT INC Telephone no.bullet (612) 752-1772
    Located atbullet1300 US TRUST BUILDINGMINNEAPOLISMN ZIP+4bullet55402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    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 (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 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 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    JULIE HARA DIRECTOR
    4.00     		12,500 0 0
    1300 - 730 BUILDING
    MINNEAPOLIS,MN55402
    MICHAEL P HOLLERN TRUSTEE
    1.00     		0 0 0
    1300 - 730 BUILDING
    MINNEAPOLIS,MN55402
    KATHERINE LEIGHTON TRUSTEE
    1.00     		0 0 0
    1300 - 730 BUILDING
    MINNEAPOLIS,MN55402
    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...................bullet 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.............bullet0
    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 (2013)
    Form 990-PF (2013)
    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.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    555,680
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    25,938
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    25,938
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    529,742
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    529,742
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    529,742
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    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 (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 529,742
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 817,875
    b From 2009....... 829,908
    c From 2010....... 685,502
    d From 2011....... 496,951
    e From 2012....... 616,511
    fTotal of lines 3a through e......... 3,446,747
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,133,687
    a Applied to 2012, 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 2013 distributable amount..... 529,742
    e Remaining amount distributed out of corpus 603,945
    5 Excess distributions carryover applied to 2013. 0 0
    (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 4,050,692
    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 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    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 2008 not
    applied on line 5 or line 7 (see instructions) ...     		817,875
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		3,232,817
    10 Analysis of line 9:
    a Excess from 2009.... 829,908
    b Excess from 2010.... 685,502
    c Excess from 2011.... 496,951
    d Excess from 2012.... 616,511
    e Excess from 2013.... 603,945
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    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
    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 (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    A PLACE CALLED HOME
    2830 S CENTRAL AVENUE
    LOS ANGELES,CA90011     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ABBOTT NORTHWESTERN HOSPITAL FOUNDATION
    800 E 28TH STREET
    MINNEAPOLIS,MN554073799     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    ABUSE COUNSELING AND TREATMENT INC
    PO BOX 60401
    FT MYERS,FL33906     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    ADVENTIST DEV & RELIEF AGENCY
    12501 OLD COLUMBIA PIKE
    SILVER SPRING,MD20904     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ADVENTIST FRONTIER MISSIONS
    107 E FERRY ST
    BERRIEN SPRINGS,MI49103     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    AMERICAN CANCER SOCIETY
    250 WILLIAMS STREET NW
    ATLANTA,GA30303     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    AMERICAN HEART ASSOCIATION
    710 2ND AVE SUITE 900
    SEATTLE,WA98104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    AMERICAN RED CROSS TWIN CITIES
    1201 W RIVER PKWY
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    AMERICAN RED CROSS
    11355 OHIO AVE
    LOS ANGELES,CA90025     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    AMISTAD INTERNATIONAL
    1657 EDGEWOOD DRIVE
    PALO ALTO,CA94303     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    ANIMAL HUMANE SOCIETY
    40 E MAIN STREET
    NEWARK,DE19711     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    ANIMAL HUMANE SOCIETY
    845 MEADOW LANE NORTH
    GOLDEN VALLEY,MN55422     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    ARTHRITIS FOUNDATION-SO CA CHAPTER
    4311 WILSHIRE BOULEVARD
    LOS ANGELES,CA900103775     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    ARTS CENTRAL
    15 SW COLORADO AVE
    BEND,OR97702     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ARTSPACE
    250 THIRD AVE N STE 500
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    ASPCA
    424 E 92 ST
    NEW YORK,NY10128     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    AUDUBON CENTER OF THE NORTH WOODS
    PO BOX 530
    SANDSTONE,MN55072     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    BASCOM PALMER EYE INSTITUTE
    PO BOX 016880
    MIAMI,FL33101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    BETHLEHEM INN
    PO BOX 8540
    BEND,OR97708     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    BETTY BRINN CHILDRENS MUSEUM
    929 E WISCONSIN AVE
    MILWAUKEE,WI53202     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    BLAKE SCHOOL
    110 BLAKE ROAD SOUTH
    MINNEAPOLIS,MN55343     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    BOYS & GIRLS CLUB OF CENTRAL OREGON
    500 NW WALL ST
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    BRATTLEBORO AREA DROP IN CENTER
    60 SOUTH MAIN STREET
    BRATTLEBORO,VT05301     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    BRATTLEBORO MUSEUM & ART CENTER
    10 VERNON STREET
    BRATTLEBORO,VT05301     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    BRIDGE FOR RUNAWAY YOUTH INC
    2200 EMERSON AVENUE SOUTH
    MINNEAPOLIS,MN55405     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    BRIGHTEST HORIZONS
    10320 GLADIOLUS DRIVE
    FORT MYERS,FL33903     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    BROWN UNIVERSITY
    BOX 1877
    PROVIDENCE,RI02912     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    CONTACT CRISIS HOTLINE
    PO BOX 800742
    DALLAS,TX75380     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    CAMILLUS HOUSE
    PO BOX 011829
    MIAMI,FL33101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CARMELITE CONVENT
    8249 DE MONTREVILLE TRAIL
    LAKE ELMO,MN550429545     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CARON TEXAS
    3800 COUNTY ROAD 444
    PRINCETON,TX75407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    CATHOLIC CHARITIES
    PO BOX 15610
    FORT WORTH,TX76119     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CATHOLIC CHARITIES
    PO BOX 17066
    BALTIMORE,MN212971066     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CATHOLIC MEDICAL MISSION BOARD
    10 WEST 17TH STREET
    NEW YORK,NY10011     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CATHOLIC RELIEF SERVICES
    228 W LEXINGTON STREET
    BALTIMORE,MD212013443     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CEDARS OF MARIN
    PO BOX 947
    ROSS,CA94957     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    CENTER FOR BRAIN HEALTH
    2200 WEST MOCKINGBIRD LANE
    DALLAS,TX75235     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    CENTRAL PARK CONSERVANCY
    PO BOX 4004
    NEW YORK,NY10277     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CHARLES E KUBLY FOUNDATION
    PO BOX 170284
    MILWAUKEE,WI53217     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CHILD AID
    917 SW OAK ST STE 208
    PORTLAND,OR97205     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CHILDRENS ACADEMY OF SW FL
    923 26TH ST W
    BRADENTON,FL34205     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CHISHOLM COMMUNITY FDN
    104 3RD AVE SW
    CHISHOLM,MN55719     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    CHRISTOPHER REEVE PARALYSIS FOUNDATION
    636 MORRIS TURNPIKE STE 3A
    SHORT HILLS,NJ07078     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    CHURCH OF SCIENTOLOGY
    5930 FRANKLIN AVE
    HOLLYWOOD,CA90028     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 84,000
    CITIZENS COMM ON HUMAN RIGHTS
    6616 SUNSET BOULEVARD
    LOS ANGELES,CA90028     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 52,000
    CITY HARVEST
    575 EIGHTH AVE 4TH FLOOR
    NEW YORK,NY10018     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CITY MEALS ON WHEELS
    PO BOX 4007
    NEW YORK,NY10277     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    COALITION FOR THE HOMELESS
    129 FULTON ST
    NEW YORK,NY10273     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    COASTAL CONSERVATION ASSOCIATION FLORIDA
    4061 FORRESTAL AVENUE
    ORLANDO,FL32806     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    COMMUNITIES FDN OF TEXAS
    5500 CARUTH HAVEN LN
    DALLAS,TX75225     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    COMMUNITY HOUSING AND RESOURCES INC
    PO BOX 1015
    PROVINCETOWN,MA02657     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    COMO ZOO CONSERVATORY SOCIETY
    1225 ESTABROOK DRIVE
    ST PAUL,MN55103     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    COMPASSIONATE OCEAN DHARMA CENTER
    681 17TH AVE NE
    MINNEAPOLIS,MN55413     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CONSERVATION FORCE
    3240 SOUTH INTERSTATE 10 SERVICE RD
    W
    METAIRIE,LA70001     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    COURAGE CENTER
    3915 GOLDEN VALLEY ROAD
    GOLDEN VALLEY,MN55422     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    CROSS INT'L CATHOLIC OUTREACH
    2700 N MILITARY TRAIL STE 240
    BOCA RATON,FL334273908     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CUMMER MUSEUM
    829 RIVERSIDE DRIVE
    JACKSONVILLE,FL32204     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    CYSTIC FIBROSIS FOUNDATION
    6931 ARLINGTON ROAD 2ND FLOOR
    BETHESDA,MD20814     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    DAILY WORK
    105 UNIVERSITY AVE WEST
    ST PAUL,MN551032028     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    DALLAS THEATER CENTER
    2400 FLORA STREET
    DALLAS,TX75201     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    DBA COMMUNITY SERVICE FUND INC
    2101 ROSS AVENUE
    DALLAS,TX75201     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,550
    DEERFIELD ACADEMY
    PO BOX 306
    DEERFIELD,MN01342     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    DELANO-LORETTO AREA UNITED WAY
    PO BOX 578
    DELANO,MN55328     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    DELTA WATERFOWL
    PO BOX 3128
    BISMARK,ND58502     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    DESCHUTES BASIN LAND TRUST
    210 NW IRVING AVE STE 102
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    DESCHUTES CHILDRENS FOUNDATION
    1010 NW 14TH STREET
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    DESCHUTES RIVER CONSERVANCY
    700 NW HILL STREET
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    DOCTORS WITHOUT BORDERS
    333 SEVENTH AVE 2ND FLOOR
    NEW YORK,NY10001     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    DUCKS UNLIMITED
    2525 RIVER ROAD
    BISMARCK,ND585039011     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    DUMMERSTON CONGREGATIONAL CH
    1535 MIDDLE RD
    DUMMERSTON,VT05346     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    EDUCATIONAL OPPORT INC
    PO BOX 6098
    LAKELAND,FL33807     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    EL COMITE DE LONGMONT
    455 KIMBARK ST
    LONGMONT,CO80501     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    ENGLISH LEARNING CENTER
    2315 CHICAGO AVENUE SOUTH
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    EVERGREEN CITY BALLET
    2230 LIND AVE SW
    RENTON,WA98057     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    EXILE INTL
    5123 VIRGINIA WAY B-11
    BRENTWOOD,TN37027     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    FISH OF SANIBEL INC
    1630 PERIWINKLE WAY
    SANIBEL,FL33957     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    FAIRVIEW HOSPITAL
    29 LEWIS AVE
    GREAT BARRINGTON,MA01230     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    FARM SANCTUARY
    PO BOX 150
    WATKINS GLEN,NY14891     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    FARMER TO FARMER
    PO BOX 303
    GLENWOOD CITY,WI54734     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    FDN FOR BRAIN HLTH ADVANCES
    8100 LOMO ALTO DR STE 220
    DALLAS,TX75225     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 25,000
    FIRST UNITED METHODIST CHURCH
    230 EAST SKYLINE PARKWAY
    DULUTH,MN55811     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 25,000
    FLORIDA KEYS CHILDREN'S SHELTER
    73 HIGH POINT ROAD
    TAVERNIER,FL33070     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    FOOD BANK FOR NEW YORK CITY
    355 FOOD CENTER DR
    BRONX,NY10474     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    FOOD FOR THE POOR
    6401 LYONS ROAD
    COCONUT CREEK,FL33073     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    FRASER
    2400 WEST 64TH STREET
    MINNEAPOLIS,MN55423     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    FRED HUTCHINSON CANCER RESEARCH CTR
    1100 FAIRVIEW AVE N
    SEATTLE,WA98109     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    FREDERICK R WEISMAN ART MUSEUM
    333 EAST RIVER PARKWAY
    MINNEAPOLIS,MN55455     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    FRESH AIR FUND
    633 THIRD AVE 14TH FLOOR
    NEW YORK,NY10164     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    FRIENDS COUNCIL ON EDUCATION
    1507 CHERRY ST
    PHILADELPHIA,PA19102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    FRIENDS OF AMIGOS DE BOQUETTE
    77 W WACKER DR 4100
    CHICAGO,IL606011818     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    FRIENDS SCHOOL OF MN
    1365 ENGLEWOOD AVE
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 43,167
    FRIENDS SHARING THE DREAM IN GUATEMALA
    10 W MAIN STREET
    VERMILLION,SD57069     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    GOODWILL INDUSTRIES
    6055 N 91ST STREET
    MILWAUKEE,WI53225     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    GOUCHER COLLEGE
    1021 DULANEY VALLEY RD
    TOWSON,MD21286     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    GRAND MARAIS ART COLONY
    120 WEST 3RD AVE
    GRAND MARAIS,MN55604     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    GRAYWOLF PRESS
    250 THIRD AVE N STE 600
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    GREATER YELLOWSTONE COALITION
    PO BOX 1874
    BOZEMAN,MT59771     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    HABITAT FOR HUMANITY OF THE UPPER KEYS
    98970 OVERSEAS HIGHWAY
    KEY LARGO,FL33037     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    HAZEL PARK CONGREGATIONAL UCC
    1831 EAST MINNEHAHA AVENUE
    SAINT PAUL,MN55119     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    HENNEPIN AVENUE UNITED METHODIST CHURCH
    511 GROVELAND AVENUE
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 382
    HENNEPIN HISTORY MUSEUM
    2303 THIRD AVENUE SOUTH
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    HIGH DESERT MUSEUM
    59800 SOUTH HWY 97
    BEND,OR97702     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,500
    HIGHPOINT CENTER FOR PRINTMAKING
    912 WEST LAKE STREET
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    HOME FOR LIFE ANIMAL SANCTUARY
    PO BOX 847
    STILLWATER,MN550829888     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    HOPE HOSPICE
    9470 HEALTHPARK CIRCLE
    FORT MYERS,FL33908     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    HOUSE OF HOPE PRESBYTERIAN CHURCH
    797 SUMMIT AVENUE
    ST PAUL,MN551053392     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    HUDSON VALLEY SHAKESPEARE FESTIVAL
    155 MAIN STREET
    COLD SPRING,NY10516     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    IMMACULATE CONCEPTION CHURCH
    109 ANGEL AVE NW
    WATERTOWN,MN55388     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    INSTITUTE FOR HLTH & HEALING
    ABBOTT NORTHWESTERN
    MINNEAPOLIS,MN554409527     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    JAMES SEWELL BALLET
    528 HENNEPIN AVE SUITE 205
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    JUNGLE THEATER
    2951 LYNDALE AVE SOUTH
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    KEMPLE MEMORIAL CHILDREN'S DENTAL CLINIC
    63360 NW BRITTA STREET
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    KIDS CENTER
    1375 NW KINGSTON AVENUE
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    LAKESIDE SCHOOL
    14050 1ST AVE NE
    SEATTLE,WA981259967     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 700
    LAWRENCEVILLE SCHOOL
    PO BOX 6125
    LAWRENCEVILLE,NJ08648     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 52,500
    LEAGUE OF WOMEN VOTERS MN ED FUND
    550 RICE STREET
    ST PAUL,MN55103     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    LEE & ROSE WARNER NATURE CTR
    15375 NORELL AVE N
    MARINE ON ST CROIX,MN55047     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    LEUKEMIA & LYMPHOMA SOCIETY
    8111 FBJ FREEWAY SUITE 425
    DALLAS,TX75251     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    LIFEHOUSE
    100 SMITH RANCH ROAD SUITE 309
    SAN RAFAEL,CA94903     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    LOFT LITERARY CENTER
    1011 WASHINGTON AVE SO SUITE 200
    MINNEAPOLIS,MN55415     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    LONGMONT HUMANE SOCIETY
    9595 NELSON RD
    LONGMONT,CO80501     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    LOS ANGELES EDUCATION PARTNERSHIP
    1055 W 7TH STREET SUITE 200
    LOS ANGELES,CA90017     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    LUTHERAN SOCIAL SERVICES
    100 MARYLAND AVENUE NE
    WASHINGOTN,DC20002     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    MACPHAIL CENTER FOR THE MUSIC
    501 SOUTH 2ND STREET
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    MANNA PROJECT VANDERBILT
    2301 VANDERBILT PL
    NASHVILLE,TN37235     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    MAYO FOUNDATION
    200 FIRST STREET SW
    ROCHESTER,MN55905     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    MILWAUKEE BALLET CO
    504 WEST NATIONAL AVE
    MILWAUKEE,WI53204     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,750
    MILWAUKEE INSTITUTE OF ART & DESIGN
    273 EAST ERIE STREET
    MILWAUKEE,WI53202     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 750
    MINDS MATTER
    1120 AVENUE OF THE AMERICAS
    NEW YORK,NY10036     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 750
    MINNEAPOLIS INSTITUTE OF ARTS
    2400 THIRD AVENUE SOUTH
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    MINNESOTA HISTORICAL SOCIETY
    345 KELLOGG BOULEVARD WEST
    ST PAUL,MN551021906     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    MINNESOTA LAND TRUST
    2356 UNIVERSITY AVENUE WEST SUITE
    240
    ST PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    MINNESOTA LANDSCAPE ARBORETUM
    3675 ARBORETUM DRIVE
    CHASKA,MN553189613     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    MINNESOTA PUBLIC RADIO
    45 EAST SEVENTH STREET
    ST PAUL,MN55101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    MINNESOTA WATERFOWL ASSN
    907 - 1ST STREET NORTH
    HOPKINS,MN55343     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    MINNESOTA ZOO FOUNDATION
    13000 ZOO BOULEVARD
    APPLE VALLEY,MN55124     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    MINNETONKA CENTER FOR THE ARTS
    2240 NORTH SHORE DRIVE
    WAYZATA,MN55391     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    MN CENTER FOR ENVIRONMENTAL AD
    26 EAST EXCHANGE STREET - SUITE 206
    ST PAUL,MN551012264     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    MN RECOVERY CONNECTION
    253 STATE STREET
    ST PAUL,MN55107     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    MINNEAPOLIS POPS ORCHESTRA
    2712 41ST AVENUE SOUTH
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    MUSIC FROM ALMOST YESTERDAY
    3813 N MURRAY AVENUE
    MILWAUKEE,WI53211     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 16,500
    MYOTONIC DYSTROPHY FDN
    10015 FOOTHILLS BLVD SUITE 130
    ROSEVILLE,CA95747     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,250
    NARAL PRO-CHOICE MINNESOTA FDN
    2300 MYRTLE AVE SUITE 120
    ST PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    NARSAD
    60 CUTTER MILL RD SUITE 404
    GREAT NECK,NY11021     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    NATIONAL ATAXIA FDN
    2600 FERNBROOK LANE SUITE 119
    MINNEAPOLIS,MN55447     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    NATL AUDUBON SOCIETY
    PO BOX 41543
    PHILADELPHIA,PA19101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NATIONAL OSTEOPOROSIS FOUNDATION
    1150 - 17TH STREET NW SUITE 850
    WASHINGTON,DC20036     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NATL WILDLIFE FEDERATION
    11100 WILDLIFE CENTER DRIVE
    RESTON,VA20190     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NATURAL RESOURCES DEFENSE COUNCIL
    40 WEST 20TH STREET 11TH FLOOR
    NEW YORK,NY10011     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 8,000
    NATURE CONSERVANCY - MD
    5410 GROSVENOR LANE SUITE 100
    BETHESDA,MD20814     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NATURE CONSERVANCY - MN
    1101 WEST RIVER PARKWAY SUITE 200
    MINNEAPOLIS,MN55415     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NEW MARLBOROUGH EMERGENCY VOLUNTEERS
    PO BOX 260
    SOUTHFIELD,MA01259     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    NEW MARLBOROUGH LAND TRUST
    PO BOX 275
    SOUTHFIELD,MA01259     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NEW YORK PUBLIC LIBRARY
    476 FIFTH AVENUE
    NEW YORK,NY10018     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    NONVIOLENT PEACEFORCE
    425 OAK GROVE STREET
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    NORTHERN CLAY CENTER
    2424 FRANKLIN AVE E
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    OCEAN REEF MEDICAL CTR FDN
    50 BARACUDA LANE
    KEY LARGO,FL33037     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    ORANGE COUNTY LAND TRUST
    PO BOX 2442
    MIDDLETOWN,NY10940     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ORCAT
    97 SOUTH HARBOR DRIVE
    KEY LARGO,FL33037     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    OREGON PUBLIC BROADCASTING
    7140 SW MACADAM AVE
    PORTLAND,OR97219     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    PACIFIC LEGAL FDN
    930 G STREET
    SACRAMENTO,CA95814     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    PARK SQUARE THEATRE
    408 ST PETER STREET
    ST PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    PARKS AND TRAILS COUNCIL OF MINNESOTA
    275 EAST 4TH STREET SUITE 642
    ST PAUL,MN55101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    PATRON OF THE ARTS FOR VATICAN
    16401 NW 37TH AVENUE
    MIAMI GARDENS,FL33054     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    PENUMBRA THEATRE COMPANY
    270 N KENT ST
    ST PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    PLANNED PARENTHOOD
    1200 LAGOON AVENUE
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    PLANNED PARENTHOOD OF GREATER TEXAS
    1220 TOWN E GLVD
    MESQUITE,TX75150     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    POLICE ATHLETIC LEAGUE
    PO BOX 333
    NEW YORK,NY10211     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    PROGRESSIVE ANIMAL WELFARE SOCIETY
    PO BOX 1037
    LYNWOOD,WA98046     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    PROJECT FOR PRIDE IN LIVING
    1035 E FRANKLIN AVENUE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    PUBLIC ALLIES
    611 NO BROADWAY SUITE 415
    MILWAUKEE,WI53202     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    RAINIER SCHOLARS
    2100 24TH AVE SO NO 360
    SEATTLE,WA98144     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    REBUILD JAMESTOWN FUND
    1123 SPRUCE STREET
    BOULDER,CO80302     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    RESTLESS LEG SYNDROME FDN
    1610 14TH STREET NW SUITE 300
    ROCHESTER,MN55901     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    RETINA FDN OF SW
    9900 N CENTRAL EXPRESSWAY SUITE 400
    DALLAS,TX75231     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    RHODE ISLAND SCHOOL OF DESIGN
    TWO COLLEGE STREET
    PROVIDENCE,RI02903     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    RIDGEVIEW FOUNDATION
    490 SO MAPLE ST SUITE 110
    WACONIA,MN55387     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ROCHESTER ART CENTER
    40 CIVIC CENTER DRIVE SE
    ROCHESTER,MN55904     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    SANTA CLARITA BALLET CO
    26798 OAK AVE
    SANTA CLARITA,CA91351     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    SCENIC HUDSON
    ONE CIVIC CENTER PLAZA SUITE 200
    POUGHKEEPSIE,NY12601     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    SCHUBERT CLUB
    75 W FIFTH STREET SUITE 302
    ST PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    SEATTLE CHILDREN'S HOSPITAL FOUNDATION
    M/S S-200 PO BOX 5371
    SEATTLE,WA98145     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    SECOND HARVEST HEARTLAND
    6325 SANDBURG RD NO 1700
    GOLDEN VALLEY,MN55427     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    SHE DANCES
    PO BOX 660806
    BIRMINGHAM,AL35266     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    SHIKAR-SAFARI CLUB INT'L FDN
    7834 SO LAKESHORE DRIVE
    TEMPE,AZ85284     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    SIMPSON HOUSING SERVICES
    2100 PILLSBURY AVE SO
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    SOUTH SIDE MISSION
    PO BOX 5579
    PEORIA,IL61601     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    SOUTH SIDE PROJECTIONS
    5142 S GREENWOOD AVE NO 2
    CHICAGO,IL60615     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 750
    SOUTHSIDE FAMILY SCHOOL
    4500 CLINTON AVE SO
    MINNEAPOLIS,MN55419     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 31,400
    SPECIAL OLYMPICS
    1133 19TH STREET NW
    WASHINGTON,DC20036     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ST ANDREW'S SCHOOL
    601 PENN WALLER RD
    SAVANNAH,GA31410     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    ST CECILIA CATHOLIC CHURCH
    1310 MADISON AVE NORTH
    BAINBRIDGE ISLAND,WA98110     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 33,350
    ST CHARLES FDN
    2500 NE NEFF ROAD
    BEND,OR97701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    ST CROIX PREPARATORY ACADEMY
    4260 STAGECOACH TRAIL NO
    STILLWATER,MN55082     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    ST JUDE CHILDREN'S RESEARCH HOSPITAL
    501 ST JUDE PLACE
    MEMPHIS,TN38105     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ST MICHAEL AND ALL ANGELS EPISCOPAL CH
    8011 DOUGLAS AT COLGATE
    DALLAS,TX75225     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    ST PAUL ACADEMY & SUMMIT SCHOOL
    1712 RANDOLPH AVENUE
    ST PAUL,MN55105     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ST THOMAS THE APOSTLE CHURCH
    6525 INWOOD ROAD
    DALLAS,TX75209     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 25,000
    ST STEPHEN'S SHELTER
    2309 NICOLLET AVENUE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    STERLING FOREST PTRSHIP
    PO BOX 303
    TUXEDO,NY10987     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    SUMMIT ACADEMY OIC
    935 OLSON MEMORIAL HIGHWAY
    MINNEAPOLIS,MN55405     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 25,000
    TEAM ALPENAL SNOQUALMIE SKI
    PO BOX 1600
    ISSAQUAH,WA98027     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    TEMPLE EMANU-EL
    8500 HILLCREST ROAD
    DALLAS,TX75225     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 30,000
    TEN CHIMNEYS FOUNDATION INC
    PO BOX 225
    GENESEE DEPOT,WI53127     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    TERGAR INTERNATIONAL
    810 S 1ST ST STE 200
    HOPKINS,MN55345     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    THE FILM SOCIETY OF MPLS ST PA
    125 SE MAIN ST
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    THE GENERAL THEOLOGICAL SEMINARY
    440 WEST 21ST STREET
    NEW YORK,NY10011     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 60,000
    THE READING CENTER
    847 5TH ST NW
    ROCHESTER,MN55901     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    THE WILDCAT SANCTUARY
    PO BOX 314
    SANDSTONE,MN55072     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    THEATREWORKS USA
    151 W 26 ST
    NEW YORK,NY10001     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    THIRTEENWNET
    450 W 33RD ST
    NEW YORK,NY10001     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    TOWER THEATRE FOUNDATION
    PO BOX 1378
    BEND,OR97709     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    TOWN SCHOOL
    54 E 76TH STREET
    NEW YORK,NY10021     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    TREY MCINTYRE PROJECT
    PO BOX 2698
    BOISE,ID837012698     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    TRIANGLE COMMUNITY FDN
    324 BLACKWELL STREET SUITE 1220
    DURHAM,NC27701     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    TUXEDO PARK LIBRARY
    PO BOX 776
    TUXEDO PARK,NY10987     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    TWIN CITIES RISE
    800 WASHINGTON AVENUE NORTH 203
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    UNITED THEOLOGICAL SEMINARY
    3000 FIFTH STREET NW
    NEW BRIGHTON,MN55112     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 29,331
    UNITED WAY
    1800 NORTH LAMAR
    DALLAS,TX75202     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    UNITED WAY OF KING COUNTY
    720 SECOND AVENUE
    SEATTLE,WA98104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    UNITED WAY OF THE FLORIDA KEYS
    PO BOX 1287
    ISLAMORADA,FL33036     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    UNIVERSITY OF MN-CLARA H UELAND FUND
    101 PLEASANT STREET SE
    MINNEAPOLIS,MN55405     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    UNIVERSITY SCHOOL OF MILWAUKEE
    2100 WEST FAIRY CHASM ROAD
    MILWAUKEE,WI53217     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    UPPER KEYS HUMANE SOCIETY INC
    PO BOX 370511
    KEY LARGO,FL33037     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    UT SOUTHWESTERN MEDICAL CTR
    1801 INWOOD RD
    DALLAS,TX75235     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 750
    VIRGINIA MASON FOUNDATION
    PO BOX 1930
    SEATTLE,WA98111     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    VOCALESSENCE WITNESS SCHOOL PROGRAM
    1900 NICOLLET AVE
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    WESPARK CANCER SUPPORT CTR
    13522 VENTURA BLVD
    SHERMAN OAKS,CA91423     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    WILD SPACE DANCE INC
    820 E KNAPP
    MILWAUKEE,WI53202     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,250
    WILDLIFE REHABILITATION CENTER OF MN
    2530 DALE STREET
    ROSEVILLE,MN55113     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,500
    WINDHAM AND WINDSOR HOUSING TRUST
    68 BIRGE STREET
    BRATTLEBORO,VT05301     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    WMHT EDUCATIONAL TELECOMM
    4 GLOBAL VIEW
    TROY,NY12180     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    WOMEN'S FREEDOM CENTER
    PO BOX 933
    BRATTLEBORO,VT05302     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    WOODLAND PATTERN BOOK CENTER
    720 E LOCUST
    MILWAUKEE,WI53212     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,750
    WORLD LITERACY CRUSADE
    3209 N ALAMEDA ST SUITE B
    COMPTON,CA90222     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 30,000
    WORLD POPULATOIN BALANCE
    PO BOX 23472
    MINNEAPOLIS,MN55423     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    WORLD WILDLIFE FUND
    1250 24TH ST NW FL 2
    WASHINGTON,DC200371193     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    YALE UNIVERSITY
    157 CHURCH STREET
    NEW HAVEN,CT065102100     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    YANKTON SIOUX TRIBAL ASSOC
    30702 EGGERS ROAD
    WAGNER,SD57380     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    ZOOLOGICAL SOCIETY OF SOUTH FLORIDA
    12400 SW 152ND STREET
    MIAMI,FL33177     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 500
    Total .................................bullet 3a 1,106,880
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 100,181  
    4 Dividends and interest from securities....     14 233,933  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     14 235,721  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 943,074  
    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).. 0 1,512,909 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,512,909
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    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.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    GREYSTONE FOUNDATION
     
    Employer identification number

    41-6027765
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    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
    Special Rules
    ......................... 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 its Form 990PF, Part I, line 2, 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) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    GREYSTONE FOUNDATION
          		Employer identification number

    41-6027765
    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
    RICHARD F MCCARTHY CHAR LEAD TR
     

       
    201 S PHILLIPS AVE STE 209
     
    SIOUX FALLS, SD57104

    		$109,842


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    GREYSTONE FOUNDATION
          		Employer identification number

    41-6027765
    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) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    GREYSTONE FOUNDATION
          		Employer identification number

    41-6027765
    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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2013)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2013 AccountingFeesSchedule
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING AND MISC FEES - EIDE BAILY 11,450 5,725   5,725

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Name of Bond End of Year Book Value End of Year Fair Market Value
    INST MULTI-STRATEGY BOND FUND 2,868,800 2,752,699
    OCTAGON HIGH INCOME CAYMAN FD 1,304,675 1,342,721

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Name of Stock End of Year Book Value End of Year Fair Market Value
    INST MULTI-STRATEGY EQUITY FD 5,693,580 7,198,629

    TY 2013 InvestmentsOtherSchedule2
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    GS DISTRESSED OPPORTUNITY FD AT COST 63,109 91,845
    WHITEHALL STREET GLOBAL PTRS AT COST 16,295 27,305
    GS INSTITUTIONAL FUND MMKT AT COST 398 398

    TY 2013 OtherExpensesSchedule
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    NONDEDUCTIBLE FROM PASSTHROUGHS 3 0   0
    ADMINISTRATIVE EXPENSE 4,189 2,094   2,095
    REFUND OF PRIOR YEAR GRANT -1,000 0   0


    TY 2013 OtherIncomeSchedule2
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INVESTMENT INCOME FROM K-1 235,721 235,721 235,721


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PORTFOLIO ADMINISTRATIVE EXPENSE FROM K-1 67,253 60,766   6,487
    PORTFOLIO EXPENSE FROM K-1 48,624 48,624   0
    MANAGEMENT FEES FROM K-1 40,393 40,393   0


    TY 2013 TaxesSchedule
    Name:
    GREYSTONE FOUNDATION
    EIN: 41-6027765
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAX WITHHELD 1,251 1,251   0
    FEDERAL TAXES PAID 20,000 0   0
    VA STATE TAX PAID 729 729   0