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.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
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$16,540,827J 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).............. 425,000
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 485,624 485,624  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 349,450
b Gross sales price for all assets on line 6a 1,207,923
7 Capital gain net income (from Part IV, line 2)... 349,450
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 8,939 0  
12 Total. Add lines 1 through 11........ 1,269,013 835,074  
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 12,100 0   12,100
c Other professional fees (attach schedule).... Click to see attachment 250,908 147,817   103,091
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 46,216 11,393   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 7,472 1,494   5,978
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 63,296 25,258   36,485
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 379,992 185,962   157,654
25 Contributions, gifts, grants paid........ 830,551 830,551
26 Total expenses and disbursements. Add lines 24 and 25 1,210,543 185,962   988,205
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 58,470
b Net investment income (if negative, enter -0-) 649,112
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
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.......... 336,367 213,987 213,987
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) 1,567,226 Click to see attachment1,671,191 1,665,780
b Investments—corporate stock (attach schedule)........ 8,259,556 Click to see attachment8,174,512 10,449,789
c Investments—corporate bonds (attach schedule)........ 1,651,620 Click to see attachment1,703,542 1,609,484
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 980,100 Click to see attachment1,090,107 2,601,787
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) 12,794,869 12,853,339 16,540,827
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......... 12,794,869 12,853,339
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 instructions)...... 12,794,869 12,853,339
31 Total liabilities and net assets/fund balances (see instructions).. 12,794,869 12,853,339
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 12,794,869
2 Enter amount from Part I, line 27a..................... 2 58,470
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 12,853,339
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 12,853,339
Form 990-PF (2014)
Form 990-PF (2014)
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 SCHWAB-ULLAND P    
d TRUST CO OF THE WEST P    
e SPEECE THORSON P    
STCGC P    
RIVERBRIDGE P    
SCHWAB-ULLAND P    
SCHWAB-ULLAND P    
SCHWAB-ULLAND 1250 P    
TEMPLETON P    
TRUST CO OF THE WEST P    
US TRUST COMPASS CUSTODY P    
TCW SELECT EQUITY P    
TCW GROWTH EQUITY P    
SPEECE THORSON P    
STC GLOBAL CORE EQ P    
TCW RELATIVE VALUE 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 201,047   195,063 5,984
b 49,411   46,447 2,964
c     838 -838
d     1,182 -1,182
e     6,567 -6,567
    41,290 -41,290
242,912   99,124 143,788
    417 -417
359     359
501     501
200,000   204,661 -4,661
147,535     147,535
252,153   259,600 -7,447
4,825     4,825
5,124     5,124
98,961     98,961
    3,284 -3,284
5,095     5,095
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       5,984
b       2,964
c       -838
d       -1,182
e       -6,567
      -41,290
      143,788
      -417
      359
      501
      -4,661
      147,535
      -7,447
      4,825
      5,124
      98,961
      -3,284
      5,095
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 2 349,450
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 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))
2013 877,046 15,262,549 0.057464
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
2 Total of line 1, column (d) ...................... 2 0.285682
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 0.057136
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 16,280,936
5 Multiply line 4 by line 3....................... 5 930,228
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 6,491
7 Add lines 5 and 6......................... 7 936,719
8 Enter qualifying distributions from Part XII, line 4.............. 8 988,205
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 (2014)
Form 990-PF (2014)
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 6,491
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 6,491
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 6,491
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 22,784
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 22,784
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 16,293
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet16,293 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 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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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 2014, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    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 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 2014?.............
    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 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    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 2014 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 2014.)....................
    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 2014?
    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 4945(d)(4)(A)? (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 (2014)
    Form 990-PF (2014)
    Page 7
    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
    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
    WILLIAM R KING TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    JOHN E LARSEN 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 103,091
    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 (2014)
    Form 990-PF (2014)
    Page 8
    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 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
    16,209,031
    b
    Average of monthly cash balances.......................
    1b
    319,838
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    16,528,869
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    16,528,869
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    247,933
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    16,280,936
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    814,047
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    814,047
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    6,491
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
    247
    c
    Add lines 2a and 2b............................
    2c
    6,738
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    807,309
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    807,309
    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
    807,309
    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
    988,205
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    988,205
    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
    6,491
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    981,714
    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 (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 807,309
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012....... 160,658
    e From 2013....... 154,861
    fTotal of lines 3a through e......... 315,519
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 988,205
    a Applied to 2013, 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 2014 distributable amount..... 807,309
    e Remaining amount distributed out of corpus 180,896
    5 Excess distributions carryover applied to 2014. 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 5 496,415
    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 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		496,415
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012.... 160,658
    d Excess from 2013.... 154,861
    e Excess from 2014.... 180,896
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    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 2014, 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) 2014 (b) 2013 (c) 2012 (d) 2011
             
    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 (2014)
    Form 990-PF (2014)
    Page 11
    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
    ACCESSABILITY INC
    360 HOOVER STREET
    MINNEAPOLIS,MN55413     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    AFRICAN COMMUNITY SERVICES
    1305 E 24TH STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    AFRICAN DEVELOPMENT CENTER
    1931 SOUTH 5TH STREET
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 22,000
    AMERICAN SWEDISH INSTITUTE
    2600 PARK AVE S
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,500
    AMHERST H WILDER FOUNDATION
    451 LEXINGTON PARKWAY NORTH
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    ARC GREATER TWIN CITIES
    2446 UNIVERSITY AVE W
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    ASIAN ECONOMIC DEVELOPMENT ASSOCIATION
    377 UNIVERSITY AVE W
    SAINT PAUL,MN55103     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    AUGSBURG COLLEGE
    2211 RIVERSIDE AVE
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    BANYAN COMMUNITY
    2647 BLOOMINGTON AVE
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) CAPITAL CAMPAIGN 25,000
    BRECK SCHOOL
    123 OTTAWA AVENUE NORTH
    GOLDEN VALLEY,MN554225189     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,000
    CAPI USA
    3702 EAST LAKE STREET
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    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 7,500
    CENTER FOR HMONG ARTS & TALENT
    9955 UNIVERSITY AVE W
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,500
    CENTER FOR THE VICTIMS OF TORTURE
    2356 UNIVERSITY AVENUE WEST
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 18,000
    CENTRO TYRONE GUZMAN
    1915 CHICAGO AVE S
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 20,000
    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
    CLIMB THEATRE
    6415 CARNEN AVENUE EAST
    INVER GROVE HEIGHTS,MN55076     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    COLLEGE OF VETERINARY MEDICINEUNIVERSITY OF MINNESOTA
    1365 GORTNER AVENUE
    SAINT PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    COLORADO ROCKY MOUNTAIN SCHOOL
    1493 COUNTY ROAD 106
    CARBONDALE,CO816232357     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    COMMONBOND COMMUNITIES
    328 KELLOGG BOULEVARD WEST
    SAINT PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    COMMUNIDADES LATINAS UNIDAS EN SERVICIO (CLUES)
    797 E 7TH STREET
    SAINT PAUL,MN55106     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    CORNELL UNIVERSITY
    144 EAST AVE
    ITHACA,NY14853     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,000
    CRISTO REY JESUIT HIGH SCHOOL
    2924 S 4TH AVE
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    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 10,000
    FAIRVIEW FOUNDATION
    2344 ENERGY PARK DR
    SAINT PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    FAIRVIEW HIGH SCHOOL
    1910 COUNTY HWY 46
    ROSEVILLE,MN55113     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    FAMILY PARTNERSHIP
    414 SOUTH EIGHTH STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    FRIENDS OF ST PAUL COLLEGE
    235 MARSHALL AVE
    SAINT PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    FRIENDS SCHOOL
    1365 ENGLEWOOD AVE
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,000
    GAMPO ABBEY
    1533 PLEASANT BAY RD
    PLEASANT BAY,NSB0E 2P0
    CA     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    GENESYS WORKS-TWIN CITIES
    445 MINNESOTA STREET
    SAINT PAUL,MN551012127     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    GRAND TETON MUSIC FESTIVAL
    4015 N LAKE CREEK DR 100
    WILSON,WY83014     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    GREATER TWIN CITIES UNITED WAY
    404 8TH STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    GREEN CARD VOICES
    2822 LYNDALE AVE S
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    GROWING GARDENS
    2203 NE OREGON STREET
    PORTLAND,OR97232     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    GUADALUPE ALTERNATIVE PROGRAM
    381 ROBIE ST E
    SAINT PAUL,MN55107     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,500
    HAZELDEN FOUNDATION
    1375 ST ANTHONY AVENUE
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    HMONG AMERICAN PARTNERSHIP
    1075 ARCADE STREET
    SAINT PAUL,MN55106     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    HORIZON K-8 SCHOOL
    4545 SIOUX DRIVE
    BOULDER,CO80303     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    INTERNATIONAL INSTITUTE OF MINNESOTA
    1694 COMO AVE
    SAINT PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    KAREN ORGANIZATION OF MINNESOTA
    1394 JACKSON STREET
    SAINT PAUL,MN55117     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 12,500
    KHYENTSE FOUNDATION
    PO BOX 156648
    SAN FRANCISCO,CA94115     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 4,500
    LA OPORTUNIDAD INC
    2700 E LAKE ST 3200
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    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
    LIFETRACK RESOURCES
    709 UNIVERSITY AVE W
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    LIGMINCHA INTERNATIONAL
    554 DRUMHELLER LANE
    SHIPMAN,VA22971     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 1,500
    LUTHERAN SOCIAL SERVICE OF MN
    2485 COMO AVE
    SAINT PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    LYME DISEASE RESEARCH FOUNDATION
    2360 W JOPPA ROAD
    LUTHERVILLE,MD21093     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    LYNDALE NEIGHBORHOOD ASSOCIATION
    3537 NICOLLET AVENUE
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    MARIAN CHACE FOUNDATION
    10632 LITTLE PATUXENT PARKWAY
    COLUMBIA,MD21044     		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 AFRICAN WOMENS ASSOCIATION
    3300 COUNTY ROAD 10 SUITE 510
    BROOKLYN CENTER,MN55429     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    MINNESOTA FOOD ASSOCIATION
    14220-B OSTLUND TRAIL NORTH
    STILLWATER,MN55047     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    MINNESOTA LITERACY COUNCIL
    700 RAYMOND AVE 180
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    MORE MULTICULTURAL SCHOOL FOR EMPOWERMENT
    96 E WHEELOCK PARKWAY
    SAINT PAUL,MN55117     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    NAROPA UNIVERSITY
    2130 ARAPAHOE AVENUE
    BOULDER,CO803026697     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    NEIGHBORHOOD DEVELOPMENT ALLIANCE
    481 WABASHA ST S
    SAINT PAUL,MN55107     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    NEIGHBORHOOD DEVELOPMENT CENTER
    1515 E LAKE ST
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 11,000
    NEIGHBORHOOD HOUSE
    179 ROBIE STREET EAST
    SAINT PAUL,MN551072360     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    NEXUS COMMUNITY PARTNERS
    2314 UNIVERSITY AVE W 18
    SAINT PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 15,000
    NORTHEASTERN MINNESOTANS FOR WILDERNESS
    PO BOX 625
    ELY,MN55731     		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 3,500
    PIEDMONT COUNCIL OF THE ARTS
    PO BOX 2426
    CHARLOTTESVILLE,VA229022426     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    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 13,500
    PUBLIC ART SAINT PAUL
    351 KELLOGG BLVD E
    SAINT PAUL,MN55101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 7,500
    ROCK STAR SUPPLY CO
    2388 UNIVERSITY AVE W
    SAINT PAUL,MN55114     		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 4,500
    SAINT PAUL AREA COUNCIL OF CHURCHES
    1671 SUMMIT AVE
    SAINT PAUL,MN55105     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    SECOND HARVEST HEARTLAND
    1140 GERVAIS AVENUE
    SAINT PAUL,MN55109     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    SHAMBHALA INTERNATIONAL CENTER
    1345 SPRUCE STREET
    BOULDER,CO80302     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,000
    SOMALI SUCCESS SCHOOL
    614 E GRANT STREET
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    SOUTHERN THEATER FOUNDATION CORP
    1420 S WASHINGTON AVE
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    SPRINGBOARD FOR THE ARTS
    308 E PRINCE ST 270
    SAINT PAUL,MN55101     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 13,000
    ST ANNE'S-BELFIELD SCHOOL
    2132 IVY RD
    CHARLOTTESVILLE,VA22903     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    STEPPINGSTONE THEATRE
    55 VICTORIA ST N
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    TEACH FOR AMERICA-TWIN CITIES
    401 SECOND AVENUE NORTH
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    TEN THOUSAND THINGS THEATER
    3153 36TH AVE S
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    THE CEDAR CULTURAL CENTER
    416 CEDAR AVENUE SOUTH
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    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 NATURE CONSERVANCY OF MINNESOTA
    1101 W RIVER PKWY 200
    MINNEAPOLIS,MN55415     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    THE NOVA SCOTIA SEA SCHOOL
    2057 GOTTINGEN ST
    HALIFAX,NSB3K 1P6
    CA     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 2,500
    TIGERLION ARTS
    730 SECOND AVENUE SOUTH
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 3,500
    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 10,000
    WAY TO GROW
    125 WEST BROADWAY
    MINNEAPOLIS,MN55411     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    WELLSHARE INTERNATIONAL
    122 WEST FRANKLIN AVENUE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    WOMENS INITIATIVE FOR SELF EMPOWERMENT (WISE) INC
    570 ASBURY STREET
    SAINT PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 5,000
    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 4,500
    YWCA OF MINNEAPOLIS
    1130 NICOLLET MALL
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 10,000
    Total .................................bullet 3a 780,500
    bApproved for future payment
    WOMEN'S FOUNDATION OF MINNESOTA
    105 5TH AVE S
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATIONS OF THE ORGANIZATION 50,000
    Total .................................bullet 3b 50,000
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    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....     14 485,624  
    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.....     01 8,939  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 349,450  
    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).. 0 844,013 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13844,013
    (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 (2014)
    Form 990-PF (2014)
    Page 13
    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) 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 (2014)
    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
    2014
    Name of the organization
    MARBROOK FOUNDATION
     
    Employer identification number

    41-6019899
    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) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 2
    Name of organization
    MARBROOK FOUNDATION
          		Employer identification number

    41-6019899
    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
    ESTATE OF CONLEY BROOKS SR
     

       
    730 2ND AVE SOUTH
     
    MINNEAPOLIS, MN55402

    		$425,000


    (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) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 3
    Name of organization
    MARBROOK FOUNDATION
          		Employer identification number

    41-6019899
    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) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 4
    Name of organization
    MARBROOK FOUNDATION
          		Employer identification number

    41-6019899
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
    that total more than $1,000 for the year from any one contributor. 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) (2014)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2014 AccountingFeesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EIDE BAILEY 12,100 0   12,100

    TY 2014 InvestmentsCorpBondsSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Name of Bond End of Year Book Value End of Year Fair Market Value
    SPELL CAPITAL MEZZANINE PTRS 474,443 463,058
    TEMPLETON GLOBAL BOND FUND 1,073,166 993,033
    COMPASS BOND FUND-CORPORATE BONDS 155,933 153,393

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Name of Stock End of Year Book Value End of Year Fair Market Value
    TCW GROWTH EQUITIES I 81,792 62,385
    TCW GAL SELECT EQUITIES FUND 115,579 164,870
    TCW CONCENTRATED CORE EQUITY 1,396,253 2,462,755
    TCW GALILEO VALUE OPPS FUND 0 0
    TCW RELATIVE VALUE MID CAP FUND 38,413 44,871
    RIVERBRIDGE SMID 1,367,118 2,304,698
    ULLAND - EQUITIES 280,451 269,510
    ULLAND - TRUST PREFERRED (FIXED INCOME) 179,276 183,684
    STC GLOBAL CORE EQ LLC 3,186,584 3,451,161
    SAWMILL TRUST CO INTL EQUITY PTRS 1,529,046 1,505,855

    TY 2014 InvestmentsGovtObligationsSch
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    US Government Securities - End of Year Book Value:

    759,684
    US Government Securities - End of Year Fair Market Value:

    778,458
    State & Local Government Securities - End of Year Book Value:


    911,507
    State & Local Government Securities - End of Year Fair Market Value:


    887,322


    TY 2014 InvestmentsOtherSchedule2
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SPEECE THORSON CAPITAL VALUE FD AT COST 940,107 2,451,787
    COMMON REINVEST FUND AT COST 150,000 150,000

    TY 2014 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 35,760 0   35,760
    NONDEDUCTIBLE FROM PASSTHROUGHS 1,823 0   0
    INVESTMENT INTEREST EXPENSE 24,695 24,965   0
    DUES 725 0   725
    OTHER PORTFOLIO LOSS 293 293   0


    TY 2014 OtherIncomeSchedule2
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INC-PARTNERSHIP 6,933 0 6,933
    STATE TAX REFUND 2,006 0 2,006


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 147,817 147,817   0
    SAWMILL PRIVATE MANAGEMENT INC 103,091 0   103,091


    TY 2014 TaxesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAX PAID 11,393 11,393   0
    FEDERAL TAX PAID 34,823 0   0