Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust

Treated as a Private Foundation clan may 6e e61e to use a copy of this return to satisfy state rspor

OMB No 15,5-3052 Form 990-PF om.em.ni a m. rnm.y internal R'"`"°' S°'". Note The For calendar veer 2001 . or tax Year Ill

2001

A Employer identification number

41-6019244 R°°'^h~^b B Telephone number

(,S1-')Jd-l Rd1

Use the IRS Name at organization

label Otherwise . ELLWOOD FOUNDATION INC .

pool Numca .na .,o- .at lvPOno.ounasnnvoiomia.u ..<am .a..t .eaml

500 PIONEER BUILDING 336 NOR' s..I specific instructions pH or town, state, and ZIP code

H Check typo 01 organization LX,J Section 501(c)(3) exempt private foundation 0 Section 4947(a)(1) nonexempt charitable trust 0 Other taxable private foundation

I Fair market value of all assets at end 0l year J Accounting method Ji Cash 0 Accrual (livm Pert 11, col (c), Me 16) 0 Other (specify) b.$ 3 . 8 9 9 . 7 3 5 . (Fart l, column (d) must be on cash basis )

(a)Revenue and Jill Netinvestment expenses per income books basis 1 Contributions, gifts, grants, etc , received

Cneciiiiii 110~bonLlannnetnqunEb~NSN B

2 Distributions from split-Interest trusts Imvnt on amnpa and hrtpaay CaN inNOti

t Dividends and interest from sectinbes 5a Cross rents b Mgt nn W incarro a pin)

Net QrnvP.lftmvi. m~bnot~ m a~ line io

b civs ".a once la dl ase.n � n . fi, 915,629 . 0 ] Capital rpn nil inwrtr (kom Pat N line 7)

0 Net short-term capital pain

0 Income modifications °y°Imnovna 101 C~ anO allawancea

6 Im cost of gi,,cls sold! e Gross profit or (loss)

11 Offer income ,V 12 Total Add lines I through 11

13 cono.nsaeoo c1 arcseA a..cmn . trustees, .m 11 Other employee salaries and wages 15 Pension plans, employee benefRs e m C3 . 1Ea Legal fees

~ m 6 AccounLn TNT 2 talm(O" ~ MT 3

i Int

(p ~7 t~d~ 'r 4 10 y reQ Elf2ri~ depletion

9E 20 parry Z, m

'c s a 22 Inhn icaUons Yd or expenses ,STMT

*4 24 Total opeal and administrative y expenses Add lines 13 through 23

25 Contributions, gifts, grants paid 28 Total expenses and disbursements

Add lines 24 and 25 27 Subtract line 28 from line 12

I E=M of n-o ~ eVame end Eobweninb b Nit Investment income (a n.QmV, .nw ~) ~~---oAdmitted notincome mnww. .ne.-o-i I

LHA Far Paperwork Reduction Apt Nohas, see the inaWahont Form 000-PF (2001) 1 \

Part I I Analysis of Revenue and Expenses (The total of amounts in columns (6), (c), end (d) may pat necessary equal

G X .unp0on pi a pending chedi here P" D 1 Foreign organizations, check here 1n

2 Fa.iy~ orpanmmn . rt..ooo m . es% unit 1D cn~tx n~ aM amcn cwnpuaoon

E II private foundation status was terminated under section 507(b)(1)(A),check here 10

F Ii the foundation is in a 60-month termination-

(c) Adjusted not income

of

Oryeni:a0one that fallow SFAS 117, check hire " U and oomplHs lines 24 through 25 end lines 30 end 31

24 Unrestricted m 25 Temporarily restricted

20 Permanency restricted Orpanuahons that do net tallow SFAS 117, check hm 1~ Cil and complete lines 27 through 31 .

m 27 Capita stock, trust principal, or current funds m 20 Paidin or capital surplus, or land, hldp, and equipment fund

29 Retained earnings, accumulated income, endowment, or other funds Z 30 Total not assets or fund balances

Part III Analysis of Changes in Net Assets or Fund Balances

Pwn 900-PF Roo,)

72'J51i Ot-2t-03

2

090 PF

Part II Balance Sheets "°`"'°`"'avrmewccunmm, a.3,4ewn column should be bruEalyoi ~mum only

1 Cash-non-interest-bearing 2 Savings and temporary cash investments 3 Amounts receivable

Less allowance for doubtful accounts t Pledges receivable 10,

Less allowance far doubtful accounts S Grand receivable 0 Receivables duo from officers, directors, trustees, arid other

disqualified persons 7 Opumm, and be. nue.1ble 110.

Less allowance for doubtful accounts

0 Inventories for sale or use e m Y Prepaid expenses and deferred charges

10g Investments -U S and state government obligations STMT b Investments -corporate stock ,STMT c Investments -corporate bonds S'1`N'1' $

11 IntiVnmb had bulEmp anE .aupmnRbms

loAmmulbAleOnexi

12 Investments - mortgage loans 13 Investments - other 1I Land, buildings, and equipment basis 10,

lm ...and lopnaa0en

15 Other assets (describe

17 Accounts payable and accrued expenses 10 Grants payable

m 19 Deterred revenue 20 Low win arum. ancmra nnwa. WA em. aevuadm.d a.

a 21 Mortgages and other notes payable

J 22 Other liabilities (describe fi~

-;(1199.4d Pace 2

Book Value /c) Fair Market Value 3 , 144 . 3 , 144 .

069 832 . 1 , 069 , 832 .

46 , 463 . 51 , 195 . 542 753 . 2 , 605 , 669 . 200 404 . 169 895 .

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 years robirn)

2 Enter amount from Part 1, line 27a 3 Other increases not included In line 2 (itemize) A Add lines 1, 2, and 3 S Decreases not included in line 2 (itemize) d Total net assets or fund balances at end of year (line 4 minus line 5) - Part II colw

3

(a) List and describe the kind(s) of property sold (e g, real estate, 2-story brick warehouse, at common stock, 200 she MLC Co )

b SEE ATTACHED STATEMENT c d

(a) Gross sales price (1) Depracu0an allowed (p) Cast or other bum (or allowable) plus expense of sale

omplete only for assets showing gain in column (h) and owned by the foundation on 12/31/69

(i) F M V as of 1TJd 1169 11) Adjusted basis (k) Excess al cal (i) as of 12/d 7/69 over col (), d any

(I) Gains (Col (h) gain minus col (k), but not less than -0-) or

Losses (from col (h))

d Enter qualifying distri6uLons from Part XII, line 4 If fine 8 is equal to or greater than line 7, check the box in Part VI, tine 1h, and complete that part using a 1% tax rate See the Part VI Instructions

Fv,n Y00-PF pooi) iauzi o+-z. ox

3

980 PF

(e Date acquired (d) Date sold ~mo,day,yr) I (mo,day,yr)

(h) Gain at (loss) (s) plus (Q minus (g)

h

l 2 Capital gain net income or (net capital loss) I1 gain, also enter In Part I, line 7 1 11 (loss), enter -0- in Part I, line 7

3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6) It gain, oho enter in Part I, line 8, column (c) If (lass), enter -0- in Part 1 . line 8

I ref[ y I Vualmcai l00 UIIOBf 56CLIOfl 4:F4U(B) TOE F(BOUCBO i ax on Not investment income (For optional use by domestic private foundations subject to the section 4940(a) fax on net Investment income )

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

Was the arqanizauon liable for the section 4942 tax on the drstribufable amount of any year in the hose period? 0 Yes CE No II Yes; the organization does not quality under section 4940(e) Do not complete !tile part 1 Enter the appropriate amount in each column for each year, see Instructions before making any entries

Base period years (b) D~strihu0on ratio Calendar veer (o r tax year beginning in) Adjusted qualifying distributions Net value of nonchurtable-use assets (cal (bl divided by col (cl)

2 Total of tine t, column (O) 3 Average distribution rate for the 5-year base period - divide the total on line 2 by 5, or 6y the number al years

the foundation has been in existence M less than 5 years

4 Enter the net value of nancharitahle-use assets for 2001 from Part X line 5

5 Multiply line 4 6y line 3

d Enter 1 % of net investment Income (1% of Part I, line 276)

7 Add lines 5 and B

Part Vi l tease tax tsasea on invesunent income I,aecuon awwAali, %v-,Uko), Ryw+~e~, or

1s Exempt operating foundations described in section 4940(d)(2), check here " 0 and enter QUA' on fine 1

Date of ruling letter (attach copy al ruling letter d nocuuryyu instruct an

) 6 Domestic organizations that meet tie section 4940(e) requirements in Part V, check here ~ ~ and enter 1X,

of Part I, line 27b c All other domestic organiza6ons enter 2% al line 27h Exempt foreign organizations enter 4°.6 of Part I, line 12, col (b)

2 Tax under section 517 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 3 Add lines 1 and 2 1 Suhtde A (Income) tax (domestic section 4947(a)(1) trusts and taxable foundations tiny Others enter -0-) S Tax based an investment income Subtract line 4 from line 3 II zero or less, enter -0 6 GedRSRayments a 2001 estimated tax payments and 2000 overpayment credited to 2001 0s 2,760 6 Exempt foreign organizations - tax withheld al source d6 e Tan paid with application for extension of dme to file (Farm 8888) 0e d Backup withholding erroneously withheld 0d

7 Total credits and payments Add lines So through 8d 0 Enter any penalty stir underpayment of estimated tax. Check here [- d Form 2220 is attached D Tax dug II the total 01 lines 5 and 8 n more than tine 7, enter amount owed

10 Overpayment It line 7 is mare than the total al lines 5 and 8, enter the amount overpaid 11111- I 1 Enter the amount of line 10 to he Credited to 2002 estimated tax P. Refunded ~

10 DIE any persons become substantial contributors during the but year? 11 'Yes,' attach a schedule listing shut names end addresses

11 Did the organization comply wIN the public Inspection requirements for its annual returns and exemption application? Web site address 1

Fa,n 000-PF 2ooi) 4

-ovi ! - 500

1a During the tax year, did the organization attempt to influence any national, state, or local legislation or did it participate or Intervene in

any political campaign?

h Did it spend mare than $100 during the year (either directly or indirectly) for political purposes (see Instructions for definition)?

1! the answer u 'Yes' to 1 s or 1b, attach e detelkd descnphon of the ectm~hes end copes of any metenels pubii,ched or

distributed by the organization in connection with the activities

o Did the organization fits Farm 1120-POL for this year

d Enter the amount (A any) al tux on political expenditures (section 4955) imposed during the year

(1) On the organization 1 a 0 . (2) On organization managers "$ 0 .

a Enter the reimbursement (A any) paid by the organization during the year for political expenditure tax imposed on organization

managers " $ 0 .

2 Has the organization engaged m any activities that have not previously been reported to the IRS?

11 'Yes,' attach a detailed description of ths, activities

3 Has the organization 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 confortned copy of the changes

1o Did the organization have unrelated business gross income 0131,000 or more during the year?

b II Yes; has it filed a tax return on Form 000"T for this year? N/A

S Was mere a liquidation, termination, dissolution, or substantial contraction during the year!

11 'Yes,' attach the statement required by General Instruction T

d Are the requirements of sacUon 50B(e) (relating to sections 4941 through 4945) satisfied enter

" By language In the governing instrument or " By state legislation that e11ec1NaYy amends Via governing instrument so that no mandatory directions that tomtits with the state law

remain In the governing instrument? 7 Did the organization have at least $5,000 in assets at any time during the year?

11 'Yes,' complete Pert Il, rnl (c), and Part XV E& Enter the states to which the foundation reports or with which A is registered (see Instructions) MINNESOTA

b It the answer is Yes' to line 7, has the organization furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General instruction G9 1f 'No,' attach explanation

0 Is the organization claiming status as a private operating foundation within the meaning of section 4942()(3) or 4942(j)(5) for calendar you 2007 or the taxable you beginning In 2001 (see Instructions for Part XIV)9 If 'Yes,' complete Pert VV

12 The hooks are in care of 1 P . W . ORDWAY Telephone no 10-65 Located at " 1500 PIONEER BLDG , ST . PAUL MN ZiP .4

13 Section 4941(a)(1) nonexempt charitable trusts filing Form 990-PF m lieu of Form 1011- Check here 1110.

had not been removed from papardy before the first day of the fax year beginning in 20017 Alb 5o During the year did the organization pay or incur any amount to

(1) Carry on propaganda, or otherwise attempt to Influence legislation (section 4945(e))7 0 Yes Eil No (2) Influence the outcome of any specific public election (sea section 4955), or to carry on, directly or indirectly,

any voter registration drive? =Yes (y] No (a) Provide a grant to an individual for travel, study, or other similar purposes? =Yes 00 No (4) Provide a grant to an organization other than a charitable, etc , organization described in section

509(x)(1), (2), of (J), or section 4940(d)(2)7 0 Yes ~ No (5) Provide far any purpose other than religious, charitable, scientific, literary, or educational purposes, or for

tea prevention of cruelty to children or animals? 0 Yes [X7 No b II any answer s Yes' to 5a(1){5), did any of the transactions fad to quality under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see Instructions)? N/A Sb Orqanizauons raying an a current notice regarding disaster assistance check here Is. Lj

e II the answers 1'es'to question Sa(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grant? N/A Yes = No 1/'Yes,' attach the statement required by Regulations section 53 4945-5(d)

So Did the organization, doting the year, receive any funds, directly or indirectly, to pay premiums an a personal benefit contract? =Yes (10 No

b Did the organization, doting the year, pay premiums, directly or in duecty, an a personal benefd contracts Ob If you ensweiad 'Yes' to 66, elm file Forth 8870

Fam 880-PF Room

trss .t of-z,1az

FoFm 990 PF

File Form 4720 N any item is checked in the Was' column, unless an exception applies 1a During the year did the orqan¢aton (either directly or indirectly)

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? [D Yes CE No (2) Borrow money from, lend money to, at otherwise extend credit to (or accept h from)

a disqualified person? 0 Yes [R] No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ED Yes ~ No (1) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? 0 Yes EXI No (5) Transfer any income or assets to a disqualified person (or make any of enter available

for the benefit or use of a disqualified person)? 0 Yes [k] No (0) Agree to pay money or property to a government official? (Exception Check 'No'

if the organization agreed to make a proof to or to employ the official for a period after termination of government service, d terminating within 90 days ) 0 Yes CKI No

b It any answer a Yes'to ta(1)-(6), did any of the acts tail to quality under the exceptions described in Regulations section 53 4941(d)-3 or in a current notice regarding disaster assistance (sae page 19 of the instructions)? N/A ~ 1 Organizations raying on a current notice regarding disaster assistance check here

e Did the organization engage in a prior year m any al the acts described in 1a, other than excepted act, that were not corrected before the first day of the tar year beginning in 2001? ' 1

2 Taxes on failure to distribute income (section 4942) (does not apply for years the organlza6on was a private operating foundation defined in section 49420(3) or 4942(j)(5))

e At the end of tax year 2001, did the organization have any undistributed income (lines 8d and Be, Part XI III for tax year(s) beginning before 20017 ~ Yes [k] No If 'Yes .' list the years 1 ,

b Are there any years listed In 2a for which tire organization s 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 ~ N /A

e II the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here

1 3o Did the organization bald more than a 2% direct or Indirect interest in any business enterprise at any time

during Meyeaf7 L-j Yes LILJ Na 6 It Yes; did R have excess business holdings in 2001 as a result of (1) any purchase by the organization or dlsqualrfied persons otter May 26, 1969, (2) the lapse al the 5-year period (or longer period approved by the Commissioner under section 4843(x)(7)) to dispose of holdings acquired by gilt or bequest or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine i/ the organization tied excess business holdings m 2001) N/A

Ia Did the organization invest doting the year any amount in a manner that would jeopardize its charitable purposes? b Did the organization make any investment m a poor year (but attar December 51, 1989) that could jeopardize it charitable purpose that

Page 5

No

41-6019244 Pages Managers, Highly Paid Employees, s, Trustees,

and theu wmn

Part VIII 1 List all will

(e) Name and address

CE-PRES, SEICRB,

6

i, 2nU average lot wmpen : rt week devoted (I1 not pt

osiUOn enter-0 DENT, T AS, D

pensetion o1 five highest-peal employees; bother then thane included on line 1 11 none, enter -NONE.- (bl TNe and average d`w~an~m (e) Expense

(e) Name and address of each employee paid more man $50,000 hours per week (c) Compensation ""°,~em1`~~ aecaunt, other '.0 devoted to oosrtion mmemneon allowances

Total number of other employees geld over $50,000 9 Five highest-paid independent contractors fm professional sernces . I1 none, enter" "NONE"

(a) Name and address of each person paid more than $50,000 (b) Tvoe of serve

Total

List the foundation's four largest direct charitable activities during the fax year Include relevant statistical information such as the ( Expenses number of organizations and other beneficiaries served, conferences convened, research papers produced, efc t N/A

z

3

9

F,rm 980-PF (moi)

P81t X Minimum Investment Return (All domestic foundations must complete this pert Foreign foundations, see instructions

1 Fair market value of assets oat used (or held for use) directly in carrying out charitable, ek ,purposes

Average monthly fair market value of securities

b Average al monthly cash balances e Fair market value of all other assets d Total (add tines la, b, and c)

Reduction claimed for blockage or other lectors reported on lines to and tc (attach detailed explanation) is

2 AcquISNOn indebtedness applicable to line I assets 3 Subtract line 2 from line ld t Cash deemed held for chanla6le activities Enter 1 1/2Y, of line 3 (for greater amount, see instructions) 3 Nit value of nonchuite6le-uss assets Subtract line 4 from line 3 Enter here and on Part V, line 4 0 Minimum Investment return Enter 5% of line 5

Part XII Qualifying Distributions (am instructions)

7

Form B90-PF(2007) DELLWOOD FOUNDATION . INC . 41-6019244 Page?

Part IX-B Summary of Program-Related Investments

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

z

All other program-related investments See instructions a N/A

Add lines 1 through 3

PeK w Distributable Amount (sea Instructions) (Section 4942(1(3) and (7)(5) private operating foundations and certain foreign organizations check here " and do nod complete this part)

1 Minimum investment return from Part X, line 6 1 2a Tax on investment Income for 2001 from Part VI, line 5 2. 6 , 857 . b Income fax far 2001 (This does not include the tax from Part V! 2b c Add lines 2a and 26 2e 3 Distributahle amount before adjustments Subtract line 2c from line 1 r 3 1 s Recoveries of amount treated as qualifying dLStribu6ons Ie 0 ., b Income dhsinbuhons from section 4947(a)(2) busts 4b 0 . c Add lines 4a and 9b Ie

S Add lines 3 and 4c d Deduction from disVibutahle amount (see instructions) ~Q 7 Distri6uhhle amount as adjusted! Subtract line 8 ham line 5 Enter here and an Part XIII, line 1 I 7 I

1 Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes Expenses, contrihuhons, gets, etc -tapl from Part I, column (d), line 26 1s 184 , 382 .

b Program-related investments - Total tram Part I%-8 1b 0 . 2 Amounts paid to acquire assets used (or held far use) directly in carrying gut charitable, etc , purposes 2 3 Amounts set aside for specific charitable projects Nat satisfy the

Suitability test (prior IRS approval required) , 3& b Cash distribution test (attach the required schedule) 3b

l Qualifying distributions Add tines 1a through 3b Enter here and on Part V, line 6, and Put %11I, line 4 1 184 , 382 . 3 Organizations that quaky under section 4940(e) for the reduced rate al tax an not investment

income Enter 1% of Part l, line 21b S 6 . 857 . 0 Adjusted qualifying distributions Subtract fine 5from line 4 17,52$ .

Note The amount online 6 will be used in Pert V, column (b), in subsequent years when calculating whether the (oundetnn qualifies for the section 4940(e) reduction of fair m those years

Pvm 000-PF Root)

tzzset of :4-0 :

8

Fym990-PF(2o01) DELLWOOD FOUNDATION . INC . 41-6019244 Page e

Part XIII Undistributed Income (,ee mscrucnons)

(b) (e) (d) Corpus Years prior to 2000 2000 2001

1 Distributable amount

tor200ifrom Part xl,line 7 190 555 . UnEUmbubd inca., d erry m W Ne end al 2000

a Enter amount tor2000only 44�059 . bTOd1aPn~ Yii~ ~ 19-,18-,19 0,

a EccuaduTbuOwcayo~ day b 200i

From 1896

b From 1997

o From 1898

d From 1899

From 2000

1 Total of lines 3a through 9 0 . t Oualilying distributions far 2001 from , ,

Part Xll,line a t S 184 . 382 . ,

& Applied to 2000, but not more than line 2a 4 4 . 059 . b Applied to undistributed income of prior

yeas (Election required -see instructions) 0 . e Treated as distributions out of corpus (EIecGOn required - see instructions) 0 .

d Applied to 2001 dlstributable amount 140 323 . ( a Remaining amount distributed out al corpus 0 . ' '

5 Eacw EutribuUma =r/o~ y011M m 2001 0, 0 QI an irount WVYa in column (E1 are am vrount , mote. .nown in .1u. (4)

d Enter the net total of each column u indicated below

0 Carious, Add lines x 4c end w. such line 5 0 . b Prior years undistributed income Subtract

line 4h ham line 2b 0, o 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 tic from line Bb Taxable amount -seeinstructions

a Undistributed Income for 2000 Subtract line , , 4a from line 2a Taxable amount see instr

1 Undistributed income for 2001 Subtract

lines 4d and 5 from line 1 This amount must `

hedistributed in2002 50 232 . 7 Amounts treated as distributions out al

corpus to satisfy requirements imposed by section 170(b)(1)(E)ar4942(9)(3) 0 .

0 Excess distributions carryover from 1998 , not applied on line 5 or line 1

Y Flew distributions carryover to 2002 Subtract lines 7 and 8 ham [ins 6a

10 Analysis of line 9

a Excess from 1997 , b Excess ham 1998 e Excess ham 1999 d Excess from 2000

a Excess from 2001

Fmn 980-PF Rooi>

txavi of z.at

10. 1 cUon 4942 (j)( 3 ) or 4942(1)( 5) Prior 3 years

(c) 1899 (d) 1998 (a) Total

1 a It the foundation has received a ruling at determination letter that it is a private operating foundation, and the ruling s off active for 2001, enter the date of the ruling

6 Check box to indicate whether the organization is a rrvate o p eratin g foundation describe Z a Enter the lesser of the adjusted net - Tax year -

2000

each year listed e Supparf alternative test enter

(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or rayaNes)

(2) Support from general public and 5 or more exempt organizations as provided in section 4942(p(3)(B)(u)

(3) Largest amount of support from an exempt organization

d My restrictions or limitations an awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors N/A

Fa,o9B0-PF qmoij 723Y1p1 24-02

and

income from Part I or the minimum investment return ham Part K toy each year listed

b 85% of line 2a c Qualifying distributions from Pan XII,

line 4 for each year listed d Amount included in tine 2C not

used directly for active conduct of exempt activities

a Qualifying distributions made directly for active conduct of exempt activities Subtract line 2d from line 2C

3 Complete 3a, b, or c for me alternative test relied upon

a 'Assets' alternative test - enter

(1) Value of all assets

12) Value of asset qualifying under section 4942(j)(3)(B)(I)

b fndowmenf alternative test - Enter 2/J al minimum investment return shown in Part X, line 61or

d Part XV I Supplementary Information (Complete this part only if the organization had 55,000 or more in assets at any time during the year-see page 28 of the instructions.)

1 Information Regarding Foundation Managers-

a List any managers of the foundation who have contributed mare khan 2% of the total contributions received by the foundation before the close of any fax year (but only it they have contributed more than $5,000) (See section 507(d)(2) )

b List any managers of me foundation who own 10%. or more of the stock of a corporation (or an equally large poroon o1 be ownership of a partnership or other entity) al which the foundation has a 10% or greater interest

NONE 2 Information Regarding contribution . (gaol, Gift, Loan, Scholarship, etc., Programs

Check here " 0 it the orpaniuhon only makes contributions to preselected charitable organizations and does not accept unsolicited requests for lands II the organization makes gills, grants, etc (see instructions) to indmduats or orpanrza6ons under other conditions, complete items 2a, b, c, and d

a The name, address, and telephone number of the person to wham applications should be addressed N/A

h The form in which applications should be submitted and information and materials they should include

c Any submission deadlines'

990-PF

1278pfA1-N-07 Fvm990-PF Room

1

Fqrm990-Pf(2001) DELLWOOD FOUNDATION . INC . 41-6019244 Page if

Part XVI-A Analysis of Income-Producing Activities :smcame eww.eo e.cea,sizoi3vsi4 I (a)

(b, ~� (d) Related or exempt Amount ~; Amount function income

d

1 y Fees and contracts from government agencies

2 Membership dues and assessments 3 Interest on savings and temporary cash

investments

1 Dividends and interest from securities 5 Net rental income or (loss) from real estate

e Debt-financed property b Hot debt-financed property

d Nat rental income or (loss) from personal property

7 Other investment income 0 Gain or (loss) from sales of asset other

than inventory D Net income or (loss) from special even 10 Gross profit or (loss) from sales of inventory f 1 Other revenue

b e d rr

12 Subtotal Add columns (b), (d), and (e) r ~ 0 . 6 98 .941 . 1 0 . 13 Total Add line 12, columns (n), (d), and (a) so 13 698,941 . (See worksheet In line 13 instructions to verity calculations

Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

o, 1 11 24-02 11 r.990-PF (2001)

Enter gross amount unless otherme Indicated

1 Program service revenue e e

990-PF To and

Did the organization directly or indirectly engage in any of the following with any other organization described m section 501(c) al YE the Code (other than section 501(c)(3) organizations) or in section 527, totaling to political organizations? Transfers from the repor4nq organization to a nonchardable exempt organization at' (1) Cash 1e 1 (2) Other assets la ( 2 )

It Other Transactions (1) Sales of assets to a noncharifable exempt organization

(2) Purchases of asset from a nonchanfable exempt organ¢ahon 1h 2 (3) Rental al facilities, equipment, or other asset 1b 3 14) Reimbursement arrangements (S) loans or loan guarantees 16 5 (E) Performance of services or membership or fundraising solicitations

o Sharing al facilities, equipment, maillnp lists, other assets, or paid employees 1c d 11 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 organization II the organization received less than lair market value in any transaction or sharing arrangement, show in

2@ Is the organization 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 5217 0 Yes EE No

b II Yes; complete the tollowina schedule

dW bNiJI 11 u trw, Cmc(

izaexi o1-x4-0x

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' Signature of officer or trustee 2

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a°ym rum~wm~a~pun RER$ON, GUTF3MANN + ~~ a'a~'^ob~ .aG ,55 BAST FIFTH STREET,

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IV I Capital demo and Losses for Tax an Investment Income

(a) List and describe the kind(s) al property sold, e g ,real estate, 2-story brick warehouse, or common stock, 200 she MLC Ca

DateacquveAl (d)Datesold to, day, yr ) (mo, day, yr )

Grass sales price (f) Depreciation allowed gyp) Cost or other basis (h) Gain or (loss) (or allowable) I plus expense of sale I (e) plus (1) minus (p)

13

FOR 990-PF,

;omplete only for asset showing gain in column (h) and owned by the foundation an 12131169 (I) Losses (ham col (h))

/i) F M V as of 72/3188 (l) Ad led basis (k) Excess of col (i) Gams (excess of col (h) gain over col (k), as of 12/d 1B9 over col (9, h any but not lass than '-0-1

11 gain, also enter in Part I, line 7 2 Capital gain net income or (not capital loss) ~ if (lots), enter'-0' m Part I, line 7 3 Net short term capital pain or (loss) as defined In sections 1222(5) and (fi)

II gain, also enter in Part I, line 8, column (c) It (loss). enter '-V in Part 1 . line 8

Izf5ai 07-17-01

Mounds Park Academy Exempt Annual Operating Fund 2,500 SL Paul, MN Capital Campaign 5,000

Final Pledge Payment

MN Private, College Fund Exempt Program Support 4,000 SL Paul, MN

Best Prep (formerly B E E F ) Public Program Support 1,000 SL Paul, MN

DELLWOODFOUNDATION -2007 416019244 GRANTS AND CONTRIBUTIONS PAID DURING 2001

RECIPIENT RECIPIENT NAME AND ADDRESS STATUS PURPOSE OF GRANT AMOUNT Gulhne Theater Minneapolis, MN Public General Opeatirg Fund 2,000

COMPAS (United Arts), St Paul, MN Public Annual Operating Fund 5,000

Minneapolis Institute of Arts, Public Annual Operating Fund 3,500 Minneapolis, MN

Walker M Center, Minneapolis, MN Public Program Support 3,000

Minnesota Opera, SL Paul, MN Exempt Annual Enabling Fund 3,000

Minnesota Orchestral Assn Exempt Annual Guaranty Fund 2,000 Minneapolis, MN

Minnesota Museum of American Art Public Program Support 2,000 St Paul, MN

Minnesota Historical Society Exempt Program Support 2,000 St Paul, MN

Schubert Club, St Paul, MN Exempt Annual Operating Fund 1,000

St Paul Chamber Orchestra Exempt Annual Fund 2,500 SL Paul, MN Capital Campaign 5000 .

2nd o14 Yr Pledge

Ramsey County HLstorial Society Exempt Program Support 1,000 St Paul, MN l P Ordway NOCIa 2,500

Research & Writing

Ordway Center for the Performing Arts Exempt Annual Fund 5,000 St Paul, MN

Friends of Oakland Cemetery Assn Exempt Annual Operating Fund 2,000 Thru St Paul Foundation SL Paul, MN

SL Paul RrveAronl Corp Exempt Landmark Plaza Project 10,000 St Paul, MN Redevelopment

Nature Conservancy-MN Chapter Exempt General Support 4,000 Minneapolis, MN Capital Campaign - 5,000

2nd of 3 Yr Pledge

Blake School Exempt Annual Fund 2,500 Minneapolis, MN Centennial Campaign- 5,000

Final Pledge Payment

SL Paul Acadeny 6 Summit School Public Annual Giving 3,000 SL Paul, MN

MN Children's Museum Exempt Program Support 3,000 St Paul, MN

Science Museum of MN Exempt Annual Fund 5,000 SL Paul, MN

Cliik2n's Theatre Co Public Cultural 8 Educational 3,000 Minneapolis, MN Programs

Voyageur Outward bound School Exempt Scholarship Fund 3,000 SL Paul, MN

DELEWOOD f-0UNDATION - 2001 47!0192a4 GRANTS AND CONTRIBUTIONS PAID DURING 2001

RECIPIENT RECIPIENT NAME AND ADDRESS STATUS PURPOSE OF GRANT AMOUNT Bell Museum of Natural History Exempt Annual Operating Fund 1,000

Minneapolis, MN

Minnesota Landscape Arboretum Public General Support 2,500 Chanhassen, MN

MadeGne Is" Music Camp Public Annual Operating Fund 500 Minneapolis, MN

International Crane Foundation Public Program Support 2,000 Bamboo WI

Thomas Irvine Dodge Nature Center Public Program Support 2,500 W SL Paul, MN

Wilderness Inquiry Exempt General Opeahng Fund 1,000 Minneapolis, MN

MW Land Trust Exempt Annual Operating Fund 2,000 Minneapolis, MN

Trust for Public Land Exempt Annual Operating Fund 2,000 St Paul, MIN

Raptor Center Exempt Annual Operating Fund 7,000 SL Paul, MN

Nature Conservancy-WI Chapter Exempt Annual Operating Fund 2,500 Madison, WI

Mayo Foundation Exempt Medical ECUCaOOn 5,000 Rochester, MN & Research

Coinage Center Exempt Program Support 5,000 Golden Valley, MN

Gillette Children's Hospital Exempt Annual Operating Fund 3,000 SL Paul, MN

Planned Parenthood of MN/SD Public Reproductive Health 2,000 St Paul, MN Care & Education

Hazelden Foundation Exempt Patient Financial 3,000 Center City, MN Assistance

Fatuity Service, Inc Exempt Annual Fund 2,000 " SL Paul, MN

Children's Hospital 8 Clinics Exempt Program Support 5,000 Foundation St Paul, MN

Boys 8 Gals Club of the Twin Cities Exempt Annual Operating Fund 3,000 SL Paul, MN

Northwest Youth d Family Services Exempt Annual Operating Fund 2,000 Shorehew, MN

Inner City Tennis Exempt Annual Operating Fwd 1,000 Minneapolis, MN

People, Inc Exempt Annual Operating Fund 1,000 St Paul, MN

Boys Scouts of Amenca-Indianhead Council Exempt Annual Operating Fund 2,000 SL Paul, MN

United Way Exempt Annual Operating Fund 25,000 St Paul, MN 1 lime Unresbcled 10,000

TOTAL CONTRIBUTIONS 183,500

DECLWOOD FOUNDATION - 2001 6019244

C Approved for Future Payment

2003 Capital Campaign 5000 4th Yr of 4 Yr Pledge

.,

RECIPIENT RECIPIENT NAME AND ADDRESS STATUS PURPOSE OF GRANT AMOUNT

Nature Conservancy-MN Chapter Minneapolis, MN

St Paul Chamber Orchestra

St Paul Chamber Orchestra

_,

2002 Exempt Capital Campaign

3rd yr of 3 Yr Pledge 5000

Exempt Capital Campaign 3rd Yr of 4 Yr Pledge 5000

D$LLWOOD FOUNDATION, INC . 41-6019244

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 1

COLUMN ( A ) AMOUNT

114,356 .

114,356 .

0 .

0 .

STATEMENT 2 FORM 990-PF ACCOUNTING FEES

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOORS MENT INCOME NET INCOME PURPOSES

ACCOUNTING FEES 1,715 . 858 . 857 .

TO FORM 990-PF, PG 1, IN 16B 1,715 . 858 . 857 .

OTHER PROFESSIONAL FEES

(C) (D) ADJUSTED CHARITABLE NET INCOME PURPOSES

0 .

0 .

(a) (s) EXPENSES NET INVEST-PER BOORS MENT INCOME

12,163 . 12,163 .

12,163 . 12,163 .

DESCRIPTION

ADMINSTRATIVE FEES

TO FORM 990-PF, PG 1, LN 16C

(A) CS? (C) (6) EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER HOOKS MENT INCOME NET INCOME PURPOSES

STATEMENT(S) 1, 2, 3, 4 14

SOURCE

US HANK

TOTAL TO FM 990-PF, PART I, LN 4

GROSS AMOUNT

114,356 .

114,356 .

CAPITAL GAINS DIVIDENDS

FORM 990-PF STATEMENT 3

FORM 990-PF TAXES STATEMENT 4

EXCISE TAX ON INVESTMENT INCOME 2,647 . 0 . FOREIGN TAXES 185 . 185 .

TO FORM 990-PF, PG 1, LN 18 2,832 . 185 .

0 . 0 .

0 .

DELLWOOD FOUNDATION, INC . 41-6019244

FORM 990-PF U .S . AND STATE/CITY GOVERNMENT OBLIGATIONS STATEMENT 6

X

46,463 . 51,195 . TOTAL U .S . GOVERNMENT OBLIGATIONS

FORM 990-PF CORPORATE STOCK STATEMENT 7

TOTAL TO FORM 990-PF, PART II, LINE lOB

STATEMENT S) 5, 6, 7

FORM 990-PF OTHER EXPENSES STATEMENT 5

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

MISCELLANEOUS 25 . 0 . 25 .

TO FORM 990-PF, PG 1, LN 23 25 . 0 . 25 .

DESCRIPTION

5094 SH . FIRST AMERN INVT FDS INTER GOVT BOND FD

U .S . OTHER GOVT GOV T BOOK VALUE

46,463

FAIR MARKET VALUE

51,195 .

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS

TOTAL TO FORM 990-PF, PART II, LINE 10A 46,463 . 51,195 .

DESCRIPTION

5,292 SH BP AMOCO PLC 8,000 SH EXXON MOBIL CORP 7,215 SH FIRST AMERN FDS LARGE CAP GROWTH FD 3,359 SH FIRST AMERN INVT FDS INTERNATIONAL 8,054 SH FIRST AMERN INVT FDS INC SMALL CAP VALUE FD REGIONAL 7,503 SH FIRST AMERN INVT FDS MID CAP VALUE 2,000 SH MARCH & MCLENNAN COS, INC . 14,452 SH MINNESOTA MINING & MFG CO 2,000 SH XCEL ENERGY INC 3,786 SH AT & T CORP 5,684 SH QWEST COMMUNICATIONS INTL INC

FAIR MARKET BOOK VALUE VALUE

55,680 . 246,131 . 40,106 . 314,400 . 71,242 . 76,843 . 37,339 . 32,250 .

104,463 . 109,055 . 125,000 . 116,453 . 10,416 . 214,900 . 38,665 . 1,294,636 . 15,170 . 55,480 . 17,278 . 65,206 . 27,394 . 80,315 .

542,753 . 2,605,669 .

CORPORATE BONDS FORM 990-PF

DESCRIPTION

27,010 VANGUARD FIXED INCOME SECS FD

TOTAL TO FORM 990-PF, PART II, LINE lOC

BOOR VALUE

200,404 .

200,404 .

16 STATEMENT ( S ) 8

' DBLLWOOD FOUNDATION, INC . 41-6019244

STATEMENT 8

FAIR MARKET VALUE

169,895 .

169,895 .