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
MARBROOK FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)730 2ND AVE S SUITE 1300   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MINNEAPOLIS, MN55402
A Employer identification number

41-6019899
B Telephone number (see instructions)

(612) 752-1783
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$16,367,219J 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)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 332,586 332,586  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,870,443
b Gross sales price for all assets on line 6a 7,224,297
7 Capital gain net income (from Part IV, line 2)... 1,870,443
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 840 840  
12 Total. Add lines 1 through 11........ 2,203,869 2,203,869  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
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 12,800 0   12,800
c Other professional fees (attach schedule).... Click to see attachment 245,757 137,172   108,585
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 13,177 13,177   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 7,449 1,490   5,959
21 Travel, conferences, and meetings....... 2,218 0   2,218
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 61,157 4,882   56,255
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 342,558 156,721   185,817
25 Contributions, gifts, grants paid........ 711,700 711,700
26 Total expenses and disbursements. Add lines 24 and 25 1,054,258 156,721   897,517
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,149,611
b Net investment income (if negative, enter -0-) 2,047,148
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.......... 483,795 336,367 336,367
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) 1,347,563 Click to see attachment1,567,226 1,514,828
b Investments—corporate stock (attach schedule)........ 4,327,984 Click to see attachment1,316,674 2,352,967
c Investments—corporate bonds (attach schedule)........ 1,576,669 Click to see attachment1,569,335 1,530,968
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 3,909,055 Click to see attachment8,005,267 10,632,089
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) 11,645,066 12,794,869 16,367,219
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......... 11,645,066 12,794,869
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).................... 11,645,066 12,794,869
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 11,645,066 12,794,869
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 11,645,066
2 Enter amount from Part I, line 27a..................... 2 1,149,611
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 192
4 Add lines 1, 2, and 3.......................... 4 12,794,869
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 12,794,869
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 US TRUST COMPASS CUSTODY P    
b RIVERBRIDGE P    
c HARDING LOEVNER P    
d SCHWAB-ULLAND P    
e TRUST CO OF THE WEST (TCOW) P    
GW CAPITAL P    
SPEECE THORSON P    
STCGC P    
TCW VALUE OPPORT FD LP P    
TCW GRWTH EQ FUND P    
TCW SELECT EQ P    
GW CAPITAL P    
HARDING LOEVNER P    
RIVERBRIDGE P    
SCHWAB-ULLAND P    
TCW SM CAP GRWTH P    
TCW GIBSON SM CAP GRWTH P    
TRUST CO OF THE WEST (TCOW) P    
US TRUST COMPASS CUSTODY P    
TCW SELECT EQ FUND P    
TCW GRWTH EQ FUND P    
SPEECE THORSON P    
TCW VALUE OPP FD P    
(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 104,430   102,734 1,696
b 63,272   47,471 15,801
c 564,317   514,174 50,143
d 151,105   153,171 -2,066
e 227,027   187,995 39,032
120,339   102,499 17,840
20,148     20,148
    2,674 -2,674
169     169
4,655     4,655
100     100
262,027   194,073 67,954
2,721,759   2,255,635 466,124
852,557   407,462 445,095
84,087   84,344 -257
785,407   530,206 255,201
41,525   36,460 5,065
289,639     289,639
774,766   734,956 39,810
4,673     4,673
16,740     16,740
131,798     131,798
3,757     3,757
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       1,696
b       15,801
c       50,143
d       -2,066
e       39,032
      17,840
      20,148
      -2,674
      169
      4,655
      100
      67,954
      466,124
      445,095
      -257
      255,201
      5,065
      289,639
      39,810
      4,673
      16,740
      131,798
      3,757
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 1,870,443
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 818,238 14,367,480 0.056951
2011 801,534 15,284,581 0.052441
2010 769,788 13,751,900 0.055977
2009 783,953 12,473,657 0.062849
2008 834,323 15,060,860 0.055397
2 Total of line 1, column (d) ...................... 2 0.283615
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 0.056723
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 15,262,549
5 Multiply line 4 by line 3....................... 5 865,738
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 20,471
7 Add lines 5 and 6......................... 7 886,209
8 Enter qualifying distributions from Part XII, line 4.............. 8 897,517
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 20,471
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 20,471
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 20,471
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 5,255
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 35,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 40,255
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 19,784
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet19,784 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
No
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
    Yes
     
    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 addressbulletWWW.MARBROOKFOUNDATION.ORG
    14
    The books are in care ofbulletSAWMILL PRIVATE MANAGEMENT INC Telephone no.bullet (612) 752-1770
    Located atbullet730 SECOND AVE S STE 1300MINNEAPOLISMN 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
    CONLEY BROOKS JR TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    MARKELL BROOKS TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    MARKELL KIEFER TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    STEPHEN B BROOKS TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    KATHERINE M LEIGHTON TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    SARAH K BROOKS TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    MINNA BROOKS EXECUTIVE DIRECTOR
    20.00     		0 0 0
    730 2ND AVE S STE 1300
    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
    SAWMILL PRIVATE MANAGEMENT INC FOUNDATION MANAGEMENT/CHARITABLE OVERSIGHT 108,585
    730 SECOND AVE S STE 1300
    MINNEAPOLIS,MN55402
    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
    763,127
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    20,471
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    20,471
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    742,656
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    742,656
    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
    742,656
    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 7 742,656
    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.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012....... 160,658
    fTotal of lines 3a through e......... 160,658
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 897,517
    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..... 742,656
    e Remaining amount distributed out of corpus 154,861
    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 5 315,519
    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) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		315,519
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012.... 160,658
    e Excess from 2013.... 154,861
    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 or e-mail address of the person to whom applications should be addressed:
    MARBROOK FOUNDATION
    730 SECOND AVE S STE 1300
    MINNEAPOLIS,MN55402
    (612) 752-1783
    bThe form in which applications should be submitted and information and materials they should include:
    WRITTEN PROPOSAL WITH DESCRIPTION OF OBJECTIVES, BUDGET, METHOD OF EVALUATION, AND EVIDENCE OF CHARITABLE EXEMPTION.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    GENERALLY RESTRICTED TO THE MINNEAPOIS-ST PAUL AREA WITH PRIMARY EMPHASIS ON INITIATIVES THAT CREATE EQUAL OPPORTUNITY FOR IMMIGRANTS AND REFUGEES.
    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
    ABBOTT NORTHWESTERN HOSPITAL FOUNDATION
    800 EAST 28TH STREET
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    ACCESSABILITY INC
    360 HOOVER STREET
    MINNEAPOLIS,MN55413     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    ACTION WORKS
    1151 EAGLE DRIVE
    LOVELAND,CO80537     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    AFRICAN DEVELOPMENT CENTER
    1931 SOUTH 5TH STREET
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    AMHERST COLLEGE
    PO BOX 5000
    AMHERST,MA010025000     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    AMHERST H WILDER FOUNDATION
    451 LEXINGTON PARKWAY NORTH
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    BANYAN COMMUNITY
    2647 BLOOMINGTON AVE
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) CAPITAL CAMPAIGN 15,000
    BIG BROTHERS BIG SISTERS
    2550 UNIVERSITY AVE WEST
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    BRECK SCHOOL
    123 OTTAWA AVENUE NORTH
    GOLDEN VALLEY,MN554225189     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    BRECK SCHOOL
    123 OTTAWA AVENUE NORTH
    GOLDEN VALLEY,MN554225189     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CAPI USA
    3702 EAST LAKE STREET
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    CATHOLIC CHARITIES OF THE ARCHDIOCESE OF ST PAUL AND MINNEAPOLIS
    1200 SECOND AVENUE SOUTH
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,000
    CENTER FOR VICTIMS OF TORTURE
    2356 UNIVERSITY AVENUE WEST
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    CENTURY COLLEGE FOUNDATION
    3300 CENTURY AVENUE NORTH
    WHITE BEAR LAKE,MN55110     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    CITY HOUSE
    1730 NEW BRIGHTON BLVD
    MINNEAPOLIS,MN554131248     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CITY OF LAKES WALDORF SCHOOL
    2344 NICOLLET AVE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    CLIMB THEATRE
    6415 CARNEN AVENUE EAST
    INVER GROVE HEIGHTS,MN55076     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    COLLEGE OF VETERNARY MEDICINEUNIVERSITY OF MINNESOTA
    1365 GORTNER AVENUE
    SAINT PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    COLORADO ROCKY MOUNTAIN SCHOOL
    1493 COUNTY ROAD 106
    CARBONDALE,CO816232357     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    COMMONBOND COMMUNITIES
    328 KELLOGG BOULEVARD WEST
    SAINT PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 12,500
    COMUNIDADES LATINAS UNIDAS EN SERVICIO (CLUES)
    797 E 7TH STREET
    SAINT PAUL,MN55106     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    CORNELL UNIVERSITY
    144 EAST AVE
    ITHACA,NY14853     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CROSSROADS SCHOOL FOR ARTS AND SCIENCES
    1714 21ST STREET
    SANTA MONICA,CA90404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    CSJ MINISTRY COLLABORATIVE
    1884 RANDOLPH AVENUE
    SAINT PAUL,MN551051700     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    EMERGE COMMUNITY DEVELOPMENT
    1101 WEST BROADWAY
    MINNEAPOLIS,MN55411     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    FAMILY PARTNERSHIP
    414 SOUTH EIGHTH STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    FRIENDS OF SURMANG FOUNDATION
    13536 GOLD HILL ROAD
    BOULDER,CO80302     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    FRIENDS' SCHOOL
    1365 ENGLEWOOD AVE
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    GENESYS WORKS-TWIN CITIES
    445 MINNESOTA STREET
    SAINT PAUL,MN551012127     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    GREATER MINNEAPOLIS COUNCIL OF CHURCHES
    1001 EAST LAKE STREET
    MINNEAPOLIS,MN554070509     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    GREATER TWIN CITIES UNITED WAY
    404 8TH STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    GROWING GARDENS
    2203 NE OREGON STREET
    PORTLAND,OR97232     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    HAZELDEN FOUNDATION
    1375 ST ANTHONY AVENUE
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    HERITAGE ACADEMY OF SCIENCE AND TECHNOLOGY
    1042 18TH AVENUE SE
    MINNEAPOLIS,MN55414     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,500
    HIAWATHA ACADEMIES
    3810 EAST 56TH STREET
    MINNEAPOLIS,MN55417     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    HIGH MOUNTAIN INSTITUTE
    PO BOX 970
    LEADVILLE,CO80461     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    HMONG AMERICAN PARTNERSHIP
    1075 ARCADE STREET
    SAINT PAUL,MN55106     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    HMONG AMERICAN PARTNERSHIP
    1075 ARCADE STREET
    SAINT PAUL,MN55106     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    HOPE COMMUNITY INC
    611 EAST FRANKLIN AVENUE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    HORIZON K-8 SCHOOL
    4545 SIOUX DRIVE
    BOULDER,CO80303     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    INDEPENDENT SCHOOL DISTRICT 622
    2520 12TH AVENUE
    SAINT PAUL,MN55109     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 11,000
    INTELLECTUAL TAKEOUT
    207 N CHESTNUT STREET
    CHASKA,MN55318     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    KAREN ORGANIZATION OF MINNESOTA
    1394 JACKSON STREET
    SAINT PAUL,MN55117     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 12,000
    KHYENTSE FOUNDATION
    PO BOX 156648
    SAN FRANCISCO,CA94115     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    LAKE COUNTRY SCHOOL
    3755 PLEASANT AVENUE SOUTH
    MINNEAPOLIS,MN55409     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    LATINO ECONOMIC DEVELOPMENT CENTER
    1516 EAST LAKE STREET
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    LEARNING WORKS - BLAKE SCHOOL
    511 KENWOOD PARKWAY
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    LIFETRACK RESOURCES
    709 UNIVERSTIY AVE W
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    LOTUS OUTREACH INTERNATIONAL
    PO BOX 60351
    SACRAMENTO,CA95860     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    LUTHERAN SOCIAL SERVICE OF MN
    2485 COMO AVE
    SAINT PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    LYNDALE NEIGHBORHOOD ASSOCIATION
    3537 NICOLLET AVENUE
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    MAYO FOUNDATION
    200 FIRST STREET SW
    ROCHESTER,MN55905     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    MICROGRANTS
    1035 EAST FRANKLIN AVE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    MIDWEST ART CONSERVATION CENTER
    2400 3RD AVENUE SOUTH
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    MINNEAPOLIS HEART INSTITUTE FOUNDATION
    920 EAST 28TH STREET
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    MINNESOTA COUNCIL OF NONPROFITS
    2314 UNIVERSITY AVENUE W
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,200
    MINNESOTA FOOD ASSOCIATION
    14220-B OSTLUND TRAIL NORTH
    STILLWATER,MN55047     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    MINNESOTA COUNCIL OF CHURCHES
    122 W FRANKLIKN AVE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    MORE MULTICULTURAL SCHOOL FOR EMPOWERMENT
    96 E WHEELOCK PARKWAY
    SAINT PAUL,MN55117     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    MYOTONIC DYSTROPHY FOUNDATION
    10016 FOOTHILLS BLVD
    ROSEVILLE,CA957477198     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    NALANDABODHI
    3902 WOODLAND PARK AVENUE NORTH
    SEATTLE,WA98103     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    NAROPA UNIVERSITY
    2130 ARAPAHOE AVENUE
    BOULDER,CO803026697     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    NEIGHBORHOOD DEVELOPMENT CENTER
    1515 E LAKE ST
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    NEIGHBORHOOD HOUSE
    179 ROBIE STREET EAST
    SAINT PAUL,MN551072360     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 12,500
    NEW ROADS SCHOOL
    3131 OLYMPIC BLVD
    SANTA MONICA,CA90404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    OPEN EYE FIGURE THEATRE
    506 EAST 24TH STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    PANGEA WORLD THEATER
    711 WEST LAKE STREET
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    PHEASANTS FOREVER
    1783 BUERKLE CIR
    WHITE BEAR LAKE,MN55110     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    PIEDMONT COUNCIL OF THE ARTS
    PO BOX 2426
    CHARLOTTESVILLE,VA229022426     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    PILLSBURY UNITED COMMUNITIES
    125 WEST BROADWAY
    MINNEAPOLIS,MN55411     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    PLANNED PARENTHOOD MN ND SD
    671 VANDALIA ST
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    PROJECT SUCCESS
    ONE GROVELAND TERRACE
    MINNEAPOLIS,MN55405     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    PROJECT SUCCESS BWCW PROGRAM
    ONE GROVELAND TERRACE
    MINNEAPOLIS,MN55405     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    PUPPET FARM ARTS
    3613 17TH AVENUE SOUTH
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    RESOURCE
    1900 CHICAGO AVE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    ROMERO INSTITUTE
    740 FRONT STREET
    SANTA CRUZ,CA95060     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    SECOND HARVEST HEARTLAND
    1140 GERVAIS AVENUE
    SAINT PAUL,MN55109     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    SHAMBHALA INTERNATIONAL CENTER
    1345 SPRUCE STREET
    BOULDER,CO80302     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    SIERRA CLUB FOUNDATION
    2327 E FRANKLIN AVE
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    SOMALI SUCCESS SCHOOL
    614 E GRANT STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    ST ANNE'S-BELFIELD SCHOOL
    2132 IVY RD
    CHARLOTTESVILLE,VA22903     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    TEACH FOR AMERICA-TWIN CITIES
    401 SECOND AVENUE NORTH
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    THE CEDAR CULTURAL CENTER
    416 CEDAR AVENUE SOUTH
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    THE HILL MUSEUM AND MANUSCRIPT LIBRARY (HMML)
    2850 ABBEY ROAD
    COLLEGEVILLE,MN563217300     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    THE HOLE IN THE WALL GANG FUND
    555 LONG WHARF DRIVE
    NEW HAVEN,CT06511     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    THE POSSE FOUNDATION
    14 WALL STREET SUITE 8A-60
    NEW YORK,NY10005     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    THEATER LATTE DA
    1170 15TH AVENUE SE
    MINNEAPOLIS,MN55414     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    TIGERLION ARTS
    730 SECOND AVENUE SOUTH
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    TRUST FOR PUBLIC LAND
    2610 UNIVERSITY AVE
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    TWIN CITIES HABITAT FOR HUMANITY
    1954 UNIVERSITY AVE W
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 35,000
    UNIVERSITY OF MN FOUNDATION
    200 OAK STREET SE
    MINNEAPOLIS,MN55455     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    VIETNAMESE SOCIAL SERVICES OF MN
    277 UNIVERSITY AVENUE WEST
    SAINT PAUL,MN55103     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    WAY TO GROW
    125 WEST BROADWAY
    MINNEAPOLIS,MN55411     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    WEISMAN ART MUSEUM
    333 EAST RIVER ROAD
    MINNEAPOLIS,MN55455     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    WELLSHARE INTERNATIONAL
    122 WEST FRANKLIN AVENUE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 12,000
    WOMEN'S INITIATIVE FOR SELF EMPOWERMENT (WISE) INC
    570 ASBURY STREET
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 16,000
    WORLD PULSE
    1006 SE GRAND AVENUE
    PORTLAND,OR97214     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    YALE SCHOOL OF MANAGEMENT
    PO BOX 208200
    NEW HAVEN,CT062508200     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 6,000
    YWCA OF MINNEAPOLIS
    1130 NICOLLET MALL
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    Total .................................bullet 3a 711,700
    bApproved for future payment
    BANYAN COMMUNITY
    2647 BLOOMINGTON AVE
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) CAPITAL CAMPAIGN 30,000
    MINNESOTA FOOD ASSOCIATION
    14220-B OSTLUND TRAIL NORTH
    STILLWATER,MN55047     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    NEIGHBORHOOD DEVELOPMENT CENTER
    1515 E LAKE ST
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 11,000
    TEACH FOR AMERICA-TWIN CITIES
    401 SECOND AVENUE NORTH
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    TWIN CITIES HABITAT FOR HUMANITY
    1954 UNIVERSITY AVE W
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    UNIVERSITY OF MN FOUNDATION
    200 OAK STREET SE
    MINNEAPOLIS,MN55455     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    WOMEN'S FOUNDATION OF MINNESOTA
    105 5TH AVE S
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    Total .................................bullet 3b 116,000
    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 ............     		         
    4 Dividends and interest from securities....     14 332,586  
    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.....     14 840  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 1,870,443  
    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 2,203,869 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,203,869
    (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

    TY 2013 AccountingFeesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EIDE BAILEY 12,800 0   12,800

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Name of Bond End of Year Book Value End of Year Fair Market Value
    TEMPLETON GLOBAL BOND FUND 1,208,150 1,172,193
    COMPASS BOND FUND-CORPORATE BONDS 211,185 208,775
    COMMON REINVEST FUND 150,000 150,000

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Name of Stock End of Year Book Value End of Year Fair Market Value
    TCW CONCENTRATED CORE EQUITY 1,316,674 2,352,967

    TY 2013 InvestmentsGovtObligationsSch
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    US Government Securities - End of Year Book Value:

    606,550
    US Government Securities - End of Year Fair Market Value:

    612,603
    State & Local Government Securities - End of Year Book Value:


    960,676
    State & Local Government Securities - End of Year Fair Market Value:


    902,225


    TY 2013 InvestmentsOtherSchedule2
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    TCW GROWTH EQUITIES I AT COST 75,396 61,138
    TCW GAL SELECT EQUITIES FUND AT COST 110,454 153,352
    TCW GALILEO VALUE OPPS FUND AT COST 33,122 42,472
    RIVERBRIDGE SMID AT COST 1,269,964 2,278,777
    SPEECE THORSON CAPITAL VALUE FD AT COST 830,100 2,277,151
    SPELL CAPITAL MEZZANINE PTRS AT COST 232,285 232,285
    COMPASS BOND FUND-ACCRUED INTEREST AT COST 0 20,440
    SCHWAB-ULLAND AT COST 440,556 437,375
    STC GLOBAL CORE EQ LLC AT COST 3,508,658 3,631,066
    SAWMILL TRUST CO INTL EQUITY PTRS AT COST 1,504,732 1,498,033

    TY 2013 OtherExpensesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATIVE EXP 55,280 0   55,280
    NONDEDUCTIBLE FROM PASSTHROUGHS 20 0   0
    INVESTMENT INTEREST EXPENSE 4,882 4,882   0
    DUES 975 0   975


    TY 2013 OtherIncomeSchedule2
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INC-PARTNERSHIP 840 840 840


    TY 2013 OtherIncreasesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Description Amount
    BOOK ADJUSTMENT 192


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 137,172 137,172   0
    SAWMILL PRIVATE MANAGEMENT INC 108,585 0   108,585


    TY 2013 TaxesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAX PAID 13,177 13,177   0
    FEDERAL TAX PAID 0 0   0
    STATE TAX PAID 0 0   0