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990-PF Return of Private FoundationOMB No 15452

Formor Section 4947(a)(1) Nonexempt Charitable Trust oo^

Department of the Treasury Treated as a Private FoundationInternal Revenue Service (77) Note : The foundation may be able to use a copy of this return to satisfy state reporting requirements.

For calendar year 2007 , or tax year beginning , and ending I--I r-^

n_ Ph A, nil that nn-h , F-1 Ind,el m}urn 1

^

I C,ns1 rntum F-1 Amandad return I I Add-cc nhennn I I hlemn nhn....e

m0eD

Use the IRSName of foundation A Employer identification number

label.Otherwise , ALEN T. BROWN FOUNDATION 76-0254349

print Number and street (or P O box number if mail is not delivered to street address ) Room/sulte B Telephone numberortype . 13333 WESTLAND EAST BLVD. 203 281-890-2378

ns.See Spe cificInstructions . C ity or town , state, and ZIP code C If exemption application Is pending , check here ►

HOUSTON , TX 77041-1219 D 1. Foreign organizations , check hereH Check a of org anization : 0X Section 501 c 3 exempt private foundationtype ()()

2. Foreign organizations meeting the BS% test, ►check here and attach computation

Section 4947 (a )( 1 ) nonexem pt chartable trust 0 Other taxable p rivate foundation E If f d dt t t t t tI Fair market value of all assets at end of year J Accounting method 0 Cash Accrual

erminaoun a ion s us was epriva e aunder section 507 (b)(1)(A), check here ►

(from Part 11, col. (c), line 16) = Other (specify ) F If the foundation is in a 60- month termination► $ 2 , 371 , 584 . (Part 1, column (( must be on cash basis) under section 507 ( b )( 1 ) B ), check here ►p I Analysis of Revenue and Expenses ( a) Revenue and (b ) Net investment (c) Adjusted net ( d) Disbursements

(The total of amounts in columns (b), (c), and (d) may notnecessarily equal the amounts in column (a)) expenses per books income income

for chartable purposes(cash basis only)

1 Contributions , gifts, grants , etc , received 4,400 . N/A2 Check ►rV if the foundation is not required to attach Sch B

Interest on savings and temporary3 cash investments 35. 35. STATEMENT 14 Dividends and interest from securities 53,762. 53,643. STATEMENT 25a Gross rents 15,280. 15,280. STATEMENT 3b Net rental income or (loss) 15,280.

6a Net gain or (loss ) from sale of assets not on line 10 10, 931.

=Cb Gross sales puce for all 134,371.assets on line 6a

7 Capital gain net income (from Part IV, line 2 ) 10, 931.8 Net short-term capital gain

9 I ncome modifications

10aGross sales less returns

b osRb Epp l

c pro or (l oss )11

l^' P 84 408 9 8891 2 A II Tthu ta , . 7 .13 om

-tc 0. 0. 0.

14 here ®E air d gas $

15

16a Legal fees

a b Accounting fees STMT 4 5,925. 2,963. 2,962.

W c Other professional fees STMT 5 6,607. 3,304. 3,303.17 Interest

18 Taxes STMT 6 189. 189. 0.19 Depreciation and depletion 873 . 873 .

20 Occupancy 1,477. 739. 738.a 21 Travel , conferences , and meetings 2, 962 . 0 . 2, 962.

22 Printing and publicationsm1 23 Other expenses STMT 7 6,528. 5,435. 1,093.

24 Total operating and administrative

. expenses . Add lines 13 through 23 24 , 561. 13 , 503. 11 , 058.0 25 Contributions , gifts, grants paid 155,196. 155,196.

26 Total expenses and disbursements.

Add lines 24 and 25 179 , 7 7. 13 , 503. 166 254.27 Subtract line 26 from line 12

a Excess of revenue over expenses and disbursements

Form 99fi-PF 12007t GAT,FN T_ BROWN FOUNDATION 76-0254349 Panel

sched ules andamountsinthedescnpbonSh tlB

Beginning of year End of yearance ee sP a column should be for end -ot-yearamoun5only ( a) Book Value (b) Book Value ( c) Fair Market Value

1 Cash - non -Interest-bearing 71 , 881. 14,972. 14,972.2 Savings and temporary cash investments 875. 1,391. 1,391.

3 Accounts receivable ► 2,941.Less allowance for doubtful accounts ► 26,500. 2,941. 2,941.

4 Pledges receivable ►Less allowance for doubtful accounts ►

5 Grants receivable

6 Receivables due from officers , directors , trustees, and other

disqualified persons

7 other notes and loans receivable ►

Less allowance for doubtful accounts ►. 8 Inventories for sale or use

9 Prepaid expenses and deferred charges

a 10a Investments - U S and state government obligations

b Investments - corporate stock STMT 8 1,070,901. 1 , 052,873. 2 115 , 5 9 5.

c Investments - corporate bonds STMT 9 259, 880. 259, 880. 259,880.11 investment - land, buildings , andequ i pment basis ►

Less . accumulated depnwafon ►

12 Investments - mortgage loans

13 Investments - other

14 Land , buildings , and equipment basis ► 65,030..Less accumulated depreciation ► 43,195. 22,706. 21,835.

Form 99d-PF (2007) GALEN T. BROWN FOUNDATION 76-0254349 Pag e 3Part 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 buck warehouse, or common stock, 200 shs MLC Co)

(b How acquired- Purchase

D - Donation

(c) Date acquiredmo, day, yr)

(d) Date sold(mo , day, yr )

1a SEE ATTACHED SCHEDULE P VARIOUS VARIOUSb SEE ATTACHED SCHEDULE P VARIOUS VARIOUSCd

e

(e) Gross sales price (f) Depreciationallowed

(or allowable)(g) Cost or other basisplus expense of sale

(h) Gain or (loss)(e) plus (f) minus (g)

a 10,149. 9,481. 668.b 124,222. 113,959. 10,263.Cd

eComplete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col. (h) gain minus

of 12/31/69(i) F M V as(1) Adjusted basisas of 12/31/69

(k) Excess of col (i)over col (1), if any

orcol(k),

bu tnot

less th an(h))Losses (from col ())

a 668.b 10,263.Cd

e

2 en)Ienter -0-

er -e- inPaPartrt

II, Ilinlineee77

11Capital gain net income or (net capital loss) Iflo

^ If loin,ss 2 10,931.

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)If (loss), enter -0- in Part I, line 8 3 N/A

I Part V I 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? L Yes 0 No

If "Yes ," the foundation does not qualify under section 4940(e) Do not complete this part1 Enter the appropriate amount in each column for each year , see instructions before making any entries

Base peroy yearsCalendar year ( or tax year beg innin g m Adjusted qualifying distnbutions Net value of nonchantable -use assets (col (b)divided bycol (c))

2006 80,311. 1,890,355. .0424852005 147,898. 1,456,170. .1015662004 53,104. 1,354,408. .0392082003 80,548. 1,276,444. .0631032002 97 736. 1 , 380 , 956. .070774

2 Total of line 1 , column (d) 2 .3171363 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5,

the foundation has been in existence if less than 5 years

or by the number of years

_ 3 . 0 6 3 4 2 7

4 Enter the net value of nonchantable-use assets for 2007 from Part X , line 5 4 2,205,264.

5 Multiply line 4 by line 3 5 139,873.

6 Enter 1 % of net investment income ( 1 % of Part I , line 27b ) 6 664.

7 Add lines 5 and 6 _ 7 140,537.

8 Enter qualifying distributions from Part XII , line 4 8 166,254.

If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1 % tax rateSee the Part VI instructions

723521/02-20-08 Form 990-PF (2007)

Form 990-PF (2007 ) GALEN T. BROWN FOUNDATION 76-0254 349 Page 4

Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions)

1 a Exempt operating foundations described in section 4940(d)(2), check here ►0 and enter "N/A' on line 1Date of ruling letter ( attach copy of ruling letter if necessary -see Instructions)

b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ► OX and enter 1 % 1 664.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 3 664.4 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- 5 664.6 Credds/Payments

a 2007 estimated tax payments and 2006 overpayment credited to 2007 6a 1,410.

b Exempt foreign organizations - tax withheld at source 6b

c Tax paid with application for extension of time to file (Form 8868) Sc 400.

d Backup withholding erroneously withheld 6d

7 Total credits and payments Add lines 6a through 6d 7 1,810.

8 Enter any penalty for underpayment of estimated tax. Check here EX if Form 2220 is attached 8 6

9 Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed ► 910 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 1,140.11 Enter the amount of line 10 to be Credited to 2008 estimated tax ► 1 14 0 . Refunded ► 11 0.Part V11-A Statements Regarding Activities1 a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No

any political campaign? 1 a X

b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? 1 b X

If the answer is "Yes" to 1 a or 1 b, 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' 1 c X

d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year

(1) On the foundation ► $ 0. (2) On foundation managers ► $ 0.e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation

managers ► $ 02 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 X

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 X

4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X

b It 'Yes," has it filed a tax return on Form 990 -T for this year? N/A 4b

5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X

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 X

7 Did the foundation have at least $5,000 in assets at any time during the year? 7 X

If "Yes," complete Part ll, col. (c), and Part XV.

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ►TX

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 X

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 2007 or the taxable year beginning in 2007 (see instructions for Part XIV)' If "Yes," complete Part XIV 9 X

10 Did any persons become substantial contributors durlnq the tax year' If'Yes.• attach a schedule listing their names and addresses 10 X

Form 990-PF (2007)

72353102-20-08

Form 999-PF (2007) GALEN T. BROWN FOUNDATION 76-0254349 Page 5

part VU-A Statements Regarding Activities (continued)

11a At any time during the year , did the foundation , directly or indirectly , own a controlled entity within the meaning of section 512(b)(13)7

if "Yes, attach schedule ( see instructions ) - - 11a X

b If 'Yes ,' did the foundation have a binding written contract in effect on August 17, 2006, covering the interest , rents, royalties, and

annuities described in the attachment for line 1 la? N/A 11b

12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract? - 12 X

13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? - . 53 X

Website address ► N/A

14 The books are m care of ► CRAIG C. BROWN Telephone no ► 713-8 9 0 -2 3 7 8Located at ► 13333 WESTLAND EAST, #203, HOUSTON, TX ZIP+4 ►77041

15 Section 4947 (a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here , , - ►Dand enter the amount of tax-exempt interest received or accrued durin the year ► 15 N/A

Part VU-B Statements Regarding Activities for Which Form 4720 May Be RequiredFile Form 4720 if any item is checked in the "Yes " column , unless an exception applies. Yes No

la 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? - _ D Yes [XI No

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? - - D Yes EXI No

(3) Furnish goods , services, or facilities to (or accept them from ) a disqualified person? Yes 0 No

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes No

(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 )? - D Yes EXI No

(6) Agree to pay money or property to a government officials ( Exception . Check 'No'

if the foundation agreed to make a grant to or to employ the official for a penod after

termination of government service, it terminating within 90 days ) Yes L1 No

b If any answer is'Yes" to 1a( 1)-(6), did any of the acts fad to quality under the exceptions described in Regulations

section 53 4941(d)- 3 or in a current notice regarding disaster assistance (see page 22 of the instructions )? _ N/A lb

Organizations relying on a current notice regarding disaster assistance check here ►Qc 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 2007' 1 c X

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 (1)(5))

a At the end of tax year 2007, did the foundation have any undistributed income ( lines 6d and 6e, Part XIII) for tax year( s) beginning

before 2007? - . 0 Yes 0 No

If "Yes; list the years ►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 ) _ N/A - 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

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time

during the year? Yes EKI No

b If 'Yes ,' did it have excess business holdings in 2007 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 periods (Use Schedule C,

Form 4720, to determine if the foundation had excess business holdings in 2007) N /A 3b

4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes . X

b Did the foundation make any investment in a prior year (but after December 31, 1969 ) that could jeopardize its charitable purpose that

X

Form 990-PF (2007)

72354102-20-07

GALEN T. BROWN FOUNDATION 76-0254349I Part VU-B I Statements Regarding Activities for Which Form 4720 May Be Required (continued)

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))? Yes No

(2) Influence the outcome of any specific public election ( see section 4955), or to carry on , directly or indirectly,

any voter registration drive? - - 0 Yes EJ No

(3) Provide a grant to an individual for travel , study , or other similar purposes? - Q Yes El No

(4) Provide a grant to an organization other than a charitable, etc , organization described in section

509(a )( 1), (2), or (3 ), or section 4940(d)(2)? Yes No

(5) Provide for any purpose other than religious , charitable , scientific , literary , or educational purposes, or for

the prevention of cruelty to children or animals? ... - - - . Yes EXI No

b If any answer is 'Yes' to 5a(1)-(5 ), did any of the transactions fail to qua Iffy under the exceptions described in Regulations

section 53 4945 or in a current notice regarding disaster assistance (see instructions ) ? - N/A 5b

Organizations relying on a current notice regarding disaster assistance check here - ►0c 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? N/A 0 Yes 0 No

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? - - 0 Yes 0 No

b Did the foundation , during the year , pay premiums , directly or indirectly , on a personal benefit contract? 6b X

If you answered " Yes" to 6b, also file Form 8870.

7a At any time during the tax year , was the foundation a party to a prohibited tax shelter transaction? 0 Yes 0 No

b If yes , did the foundation receive any p roceeds or have an y net income attributable to the transaction? N/A 7b

P Vii, Information About Officers, Directors , Trustees , Foundation Managers , Highly1 Paid Employees, and Contractors

1 List all officers , directors , trustees, foundation managers and their compensation.

(a) Name and address(b) Title, and averag e

hours per week devotedto position

(c) Compensation(If not paid ,enter -0- )

(d?contnbuuonsto

;„ficompensation

(e) Expenseaccount, otherallowances

CRAIG C. BROWN TRUSTEE13333 WESTLAND EAST BLVD. #203HOUSTON, TX 77041 5.00 0. 0. 0.ROBIN G. BROWN TRUSTEE13333 WESTLAND EAST BLVD. #203HOUSTON, TX 77041 5.00 0. 0. 0.

2 Compensation of five highest-paid employees (other than those included on line 1). If none, enter "NONE."

(a) Name and address of each employee paid more than $50,000(b) Title and average

hours per weekdevoted to position

(c) Compensation(d^Conlnbutlorsto

eR'r acompensation

(e) Expenseaccount, otherallowances

NONE

Total number of other employees paid over $50,000 ► 1 0Form 990-PF (2007)

72355102-20-08


Information About Officers , Directors, Trustees, Foundation Managers , Highly0Paid Employees , and Contractors (continued)

3 Five highest-paid independent contractors for professional services . If none, enter " NONE."

(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation

NONE

Total number of others receivin g over $50 ,000 for p rofessional services ► 0Part IX- Summary of Direct Charitable Activities

List the foundation ' s four largest direct chartable activities during the tax year . Include relevant statistical information such as thenumber of organizations and other beneficiaries served , conferences convened , research papers produced, etc Expenses

N/A

2

3

4

Part IX-B Summary of Program-Related InvestmentsDescribe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 Amount

1 N/A

2

All other program- related investments . See instructions

3

Total . Add lines 1 throu gh 3 ► 0 .Form 990-PF (2007)

72356102-20-08


P f 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 la 2,235,852.

b Average of monthly cash balances _ 1b 2,995.

c Fair market value of all other assets 1 c

d Total (add lines la, b, and c) 1d 2,238,847.

e Reduction claimed for blockage or other factors reported on lines la and

1c (attach detailed explanation) I le 0

2 Acquisition indebtedness applicable to line 1 assets . . 2 0 .

3 Subtract line 2 from line ld 3 2,238 , 847 .

4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) . . 4 3 3 , 5 8 3 .

5 Net value of noncharitable -use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 2,205,264 .

6 Minimum investment return . Enter 5% of line 5 6 110,263 .

rpi;ri Yj Distributable Amount (see instructions ) ( Section 4942 (l)(3) and (i)(5) private operating foundations and certain

foreign organizations check here ► and do not complete this part )

1 Minimum investment return from Part X, line 6 _ 1 110 , 263.

2a Tax on investment income for 2007 from Part VI, line 5 2a 664.b Income tax for 2007 (This does not include the tax from Part VI) 2b

c Add lines 2a and 2b 2c 664 .3 Distributable amount before adjustments Subtract line 2c from line 1 3 109, 599 .

4 Recoveries of amounts treated as qualifying distributions 4 0 .

5 Add lines 3 and 4 5 109,599.6 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 7 109,599 .

Pant XI 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 _ 1 a 166,254.b Program-related investments - total from Part IX-B 1 b 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 la through 3b Enter here and on Part V, line 8, and Part XIII, line 4 4 166,254.

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 5 664.

6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 165, 590.Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the

4940(e) reduction of tax in those years.

foundation qualifies for the section

Form 990-PF (2007)

72357102.20-08

Form 990-PF (2007) GALEN T. BROWN FOUNDATION 76-02 54349 Page 9

pmt s Undistributed Income (see instructions)

(a) (b) (c)Corpus Years prior to 2006 2006

1 Distributable amount for 2007 from Part XI,

line 7

2 Undistributed income, if any, as of the end of 2006

a Enter amount for 2006 only

b Total for prior years

3 Excess distributions carryover, if any, to 2007

a From 2002 28,914.

b From 2003 17,176.

c From 2004

d From 2005 65 , 631.

e From 2006

f Total of lines 3a through e

4 Qualifying distributions for 2007 from

Part Xl1,line 4 166 254.

a Applied to 2006, but not more than line 2a

bApplied to undistributed income of prior

years (Election required - see instructions)

c Treated as distributions out of corpus

(Election required - see instructions)

d Applied to 2007 distributable amount

e Remaining amount distributed out of corpus

5 Excess distnbutions carryover applied to 2007

Of an amount appears in column (d), the same amount

must be shown in column (a) )

6 Enter the net total of each column asindicated below:

a Corpus Add lines 3f, 4c, and 4e Subtract line 5

b Prior years' undistributed income Subtract

line 4b from line 2b

c Enter the amount of prior years'undistributed income for which a notice ofdeficiency has been issued, or on whichthe section 4942(a) tax has been previouslyassessed

d Subtract line 6c from line 6b Taxable

amount - see instructions

e Undistributed income for 2006 Subtract line

4a from line 2a Taxable amount - see instr

f Undistributed income for 2007 Subtract

lines 4d and 5 from line 1 This amount must

be distributed in 2008

7 Amounts treated as distributions out of

corpus to satisfy requirements imposed by

section 170(b)(1)(F) or4942(g)(3)

8 Excess distributions carryover from 2002

not applied on line 5 or line 7

9 Excess distributions carryover to 2008

Subtract lines 7 and 8 from line 6a

10 Analysis of line 9

a Excess from 2003 17,176.

b Excess from 2004

c Excess from 2005 65,631.

d Excess from 2006

56,655.

(d)2007

109.599.

0.

111,721.

0.

0.

0.

0.

109,599.56,655.

0. 0.

168,376.

0.

0.

0.

0.

0.

0.

28,914.

139,462.

Form 990-PF (2007)72358102-20-08

Form 990-PF ( 2007 ) GALEN T. BROWN FOUNDATION 76-02 54349 Page 10

POrXIVT Private Operating Foundations (see instructions and Part VII •A, question 9) N/A

1 a If the foundation has received a ruling or determination letter that it is a private operating

foundation , and the ruling is effective for 2007, enter the date of the ruling lo. I

b Check box to indicate whether the foundation is a p rivate o peratin g foundation described in section 0 4942 (j)( 3 ) or 4942(l)(5)

2 a Enter the lesser of the adjusted net Tax year Prior 3 years

income from Part I or the minimum (a) 2007 (b) 2006 (c) 2005 (d) 2004 (e) Total

investment return from Part X for

each year listed

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 2c3 Complete 3a , b, or c for the

alternative test relied upona 'Assets' alternative test - enter

(1) Value of all assets

(2) Value of assets qualifyingunder section 4942( j)(3)(B)(i)

b 'Endowment alternative test - enter2/3 of minimum investment returnshown in Part X, line 6 for each yearlisted

c 'Support' alternative test - enter

(1) Total support other than grossinvestment income ( interest,dividends , rents, payments onsecurities loans (section512(a)(5 )), or royalties)

(2) Support from general publicand 5 or more exemptorganizations as provided insection 4942 (I)(3)(B)(ui)

(3) Largest amount of support from

an exempt organization

PXV 1 Supplementary Information (Complete this part only if the foundation had $5,000 or more in assetsat any time during the year-see the instructions.)

1 Information Regarding Foundation Managers:

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

SEE STATEMENT 10b List 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

NONE2 Information Regarding Contribution , Grant, Gift, Loan , Scholarship , etc., Programs:

Check here 01 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds If

the foundation makes gifts, grants, etc (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d

a The name, address, and telephone number of the person to whom applications should be addressed

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

c Any submission deadlines

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors

723601/02-20-08 Form 990-PF (2007)

Form 990-PF (2007) GALEN T. BROWN FOUNDATION 76-0254349 PaInformation

3 Grants and GontnOUtIons rasa uunn the rear or Approves Tor ruture ra ent

Recipient If recipient is an individual,show any relationship to Foundation Purpose of grant orn f d t status of contribution AmountName and address (home or business) ya oun a ion manager tor substantial contributor recipien

a Paid dunng the year

SEE STMT PT XV ONE 155,196.

Total ► 3a 155 , 196.b Approved for future payment

NONE

Total ► 3b 1 0 .723611/02- 20-08 Form 990-PF (2007)


Pat *vi-A Analysis of Income-Producing Activities

Enter

1 Pro

a

b

c

d

e

f

92 Me

3 Int

inv

4 Div

5 Net

a

b

6 Net

pro

70t

8 Gal

tha

9 Net

10 Gr

11 Ot

a

b

c

d

e

12 Su

mounts unless otherwise indicated Unrelate d business income Excluded by section 512 , 513 , or 514 (e)dross a

gram service revenue

( a)Businesscode

(b)Amount

E.9 „_

sio"code

( d)Amount

Related or exemptfunction income

Fees and contracts from government agencies

mbership dues and assessments

rest on savings and temporary cash

estments 35.idends and interest from securities 53,762.rental income or (loss ) from real estate

Debt-financed property

Not debt-financed property 5 31190 15,280.rental income or (loss) from personal

perty

er investment income

n or (loss ) from sales of assets other

n inventory 10,931.income or ( loss) from special events

ss profit or ( loss) from sales of inventory

er revenue

btotal Add columns ( b), (d), and (e) 15 , 280. 0.

B

t

t

o

h

t

o

h

1 64 , 728.13 Total . Add line 12, columns (b), (d), and (e) 13 80,008.

(See worksheet in line 13 instructions to verity calculations

P XVI»B Relationship of Activities to the Accomplishment of Exempt Purposes

Line No .V

Explain below how each activity for which income is reported in column (e) of Part XVI -A contributed importantly to the accomplishment ofthe foundation's exempt purposes ( other than by providing funds for such purposes)

3 , 4 HE INVESTMENT INCOME OF THE FOUNDATION LESS OPERATING EXPENSES ARE8 USED BY THE FOUNDATION TO FUND SCHOLARSHIPS AND OTHER CHARITABLE

ENDEAVORS.

02'aoa Form 990-PF (2007)

Form 990=PF (2007) GALEN T. BROWN FOUNDATION 76-0254349 Pa a 13

Part XV Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No

the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting foundation to a nonchantable exempt organization of-

(1) Cash la (l ) X

(2) Other assets - -- 1 a 2 X

b Other transactions

(1) Sales of assets to a nonchantable exempt organization - 1 b ( l ) X

(2) Purchases of assets from a nonchantable exempt organization - - - lb (2 ) X

(3) Rental of facilities, equipment, or other assets 1 b 3 X

(4) Reimbursement arrangements 1b (4 ) X

(5) Loans or loan guarantees lb (5 ) X

(6) Performance of services or membership or fundraising solicitations _ lb ( 6 ) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1 c X

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 ass

or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, show in

ets,

(a) Name of organization (b) Type of organization ( c) Description of relationship

N/A

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 an taxpayer or fiduciary) is based on all information otwhich preparer has any knowledge

Signature of office r trustee

Preparer s.LM

'0 r signature

Co CCU KOLKH ST & KOLKHORST CFirm'sname (or yourso0a a itwlf-enmlo)edl , 9977 W. SAM HOUSTON PKaddress, and ZIP code HOUSTON , TX 77064'

72362202-20-08

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? Yes ® No

b If "Yes." complete the followina schedule

GALEN T. BROWN FOUNDATION 76-0254349

FORM 990-PF INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 1

SOURCE AMOUNT

STERLING BANK 35.

TOTAL TO FORM 990-PF, PART I, LINE 3, COLUMN A 35.

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 2

CAPITAL GAINS COLUMN (A)SOURCE GROSS AMOUNT DIVIDENDS AMOUNT

BRAY INTERNATIONAL 8,328. 0. 8,328.

BRAY INTERNATIONAL 33,135. 0. 33,135.ROUND TOP BANK SHARES 4,574. 0. 4,574.SCHWAB 7,725. 0. 7,725.

TOTAL TO FM 990-PF, PART I, LN 4 53,762. 0. 53,762.

FORM 990-PF RENTAL INCOME STATEMENT 3

KIND AND LOCATION OF PROPERTY

OFFICE RENTAL

TOTAL TO FORM 990-PF, PART I, LINE 5A

ACTIVITY GROSSNUMBER RENTAL INCOME

1 15,280.

15,280.

FORM 990-PF ACCOUNTING FEES STATEMENT 4

DESCRIPTION

(A) (B)EXPENSES NET INVEST-PER BOOKS MENT INCOME

5,925. 2,963.

5,925. 2,963.

(C)ADJUSTED

NET INCOME

(D)CHARITABLEPURPOSES

2,962.ACCOUNTING

TO FORM 990-PF, PG 1, LN 16B 2,962.

STATEMENT(S) 1, 2, 3, 4

GALEN T. BROWN FOUNDATIQN 76-0254349

FORM 990-PF OTHER PROFESSIONAL FEES STATEMENT 5

DESCRIPTION

PROFESSIONAL SERVICES

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

(A) (B)EXPENSES NET INVEST-PER BOOKS MENT INCOME

6,607. 3,304.

6,607. 3,304.

(C)ADJUSTED

NET INCOME

(D)CHARITABLEPURPOSES

3,303.

3,303.

FORM 990-PF TAXES STATEMENT 6

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

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

OTHER TAXES 189. 189. 0.

TO FORM 990-PF, PG 1, LN 18 189. 189. 0.

FORM 990-PF OTHER EXPENSES STATEMENT 7

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

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

UTILITIES 1,491. 1,491. 0.MISCELLANEOUS 2,186. 1,093. 1,093.MANAGEMENT FEES/SERVICECHARGES 2,851. 2,851. 0.

TO FORM 990-PF, PG 1, LN 23 6,528. 5,435. 1,093.

FORM 990-PF CORPORATE STOCK STATEMENT 8

DESCRIPTION

SEE ATTACHED STATEMENT

TOTAL TO FORM 990-PF, PART II, LINE 10B

FAIR MARKETBOOK VALUE VALUE

1,052,873. 2,115,595.

1,052,873. 2,115,595.

STATEMENT(S) 5, 6, 7, 8


FORM 990-PF CORPORATE BONDS

DESCRIPTION

BRAY INTL, INC DEBENTURES DUE 2/1/01

TOTAL TO FORM 990-PF, PART II, LINE 10C 259,880. 259,880.

FORM 990-PF PART XV - LINE 1ALIST OF FOUNDATION MANAGERS

STATEMENT 10

NAME OF MANAGER

CRAIG C. BROWNROBIN G. BROWN

STATEMENT 9

FAIR MARKETBOOK VALUE VALUE

259,880. 259,880.

STATEMENT(S) 9, 10

GALEN T. BROWN FOUNDATIONS

FORM 990 PF

PAGE 2, PART II, LINE 10b

BRAY INTERNATIONAL

ROUND TOP BANCSHS

BERKSHIRE HATHAWAY

CHEVRON

CITIGROUP

EXXON

GOLDMAN SACHS

JOHNSON & JOHNSON

MORGAN STANLEY

PEPSICO

PROCTOR & GAMBLE

TARGET

TEXAS INSTRUMENTS

76-0254349 2007

QUANTITY COST BASIS FMV

175,323 807,856.24 1,551,608.55

614 105,054.14 255,792.40

7 17,224.00 32,830.00

600 22,746.46 52,662.00

674 16,116.05 22,444.20

500 19,972.50 44,580.00

200 22,045.00 45,328.00

350 10,038.19 23,709.00

350 5,810.12 18,452.00

350 10,922.93 27,013.00

100 3,483.13 7,400.00

300 6,782.56 17,991.00

500 4,822.11 15,785.00

1,052,873.43 2,115,595.15

GALEN T. BROWN FOUNDATIONS

FORM 990 PF

2007 SALES

PAGE 3, PART IV

SHORT TERM

JP MORGAN CHASE & CO

76-0254349 2007

PAGE 1

Date Gross

Shares Purchased Date Sold Proceeds Cost Basis Gain/Loss

200 10/4/06 6/6/07 10,148.84 9,480.90 667.94

10,148.84 9,480.90 667.94

LONG TERM

BP

BP

CITIGROUP INC

DISCOVER FINANCIAL SVCS

GENERAL ELECTRIC COMPANY

MICROSOFT CORP

MICROSOFT CORP

MORGAN STANLEY

PEPSICO

PFIZER

PROCTER & GAMBLE

PROCTER & GAMBLE

UNITED PARCEL SERVICE B

VIACOM

VIACOM

VIACOM

VIACOM

100 12/17/04 6/6/07 6,705.89 5,687.50 1,018.39

300 5/3/04 8/20/07 19,344.90 16,159.00 3,185.90

26 3/19/02 6/6/07 1,379.87 1,316.62 63.25

175 2/26/97 7/26/07 4,027.85 1,147.00 2,880.85

450 3/18/99 6/6/07 16,747.24 16,531.49 215.75

250 9/16/99 9/24/07 7,320.63 11,802.25 (4,481.62)

50 2/13/01 10/9/07 1,486.97 2,360.45 (873.48)

50 2/26/97 3/12/07 3,780.88 993.88 2,787.00

150 5/23/00 9/24/07 10,708.33 6,190.00 4,518.33

500 6/7/00 2/26/07 12,874.60 21,644.45 (8,769.85)

233 8/20/98 9/24/07 16,265.48 9,289.71 6,975.77

17 8/20/98 9/24/07 1,186.80 677.79 509.01

200 7/29/05 2/26/07 14,542.55 14,741.00 (198.45)

50 2/3/97 6/6/07 2,154.96 1,020.92 1,134.04

100 2/3/97 9/24/07 3,796.94 2,041.83 1,755.11

35 10/27/03 9/24/07 1,328.92 1,648.50 (319.58)

15 10/27/03 9/24/07 569.54 706.50 (136.96)

124, 222.35 113,958.89 10, 263.46

134, 371.19 123,439.79 10,931.40

GALEN T. BROWN FOUNDATIONS 76-0254349 2007

FORM 990 PF

PAGE 11, PART XV 3a

CHARITABLE DONATIONS

DATE NAME OF ORGANIZATION

1/4/2007 Houston Christian High School

1/25/2007 Kinkaid School


3/5/2007 Texas A&M University

3/7/2007 The 100 Club




4/3/2007 Fayette County Jr. Livestock Show

5/17/2007 Round Top Volunteer Fire Department




5/23/2007 Clay Road Baptist Church

5/25/2007 Texas A&M Foundation

6/19/2007 Fisher House Foundation, Inc.

7/19/2007 Carmine Volunteer Fire Department

8/3/2007 American Cancer Society

8/4/2007 Freida Dallmeyer

8/6/2007 St. John's





9/19/2007 Rockin' and Rollin' Against Cancer

9/21/2007 The Park People



10/2/2007 PhiISA

12/12/2007 St John's

AMOUNT PURPOSE

5,00000 Education

12,500 00 Education

5,000.00 Education

60,00000 Education

100.00 Donation

1,670.00 Education

430.00 Education

14,750.00 Education

300.00 Donation

250.00 Donation

500.00 Education

40000 Donation

374.45 Donation

1,000 00 Donation

4,000.00 Education

500.00 Donation

200.00 Donation

250.00 Donation

220.00 Donation

507.06 Donation

500 00 Education

1,150 00 Education

500.00 Education

500.00 Education

69 61 Donation

100.00 Donation

475.00 Education

43,750.00 Education

100 00 Donation

100.00 Donation

155,196.12

ADDRESS

2700 West Sam Houston Parkway North Houston, TX 77043

201 Kinkaid School Drive Houston, TX 77024


College Station, TX 77843

1233 West Loop South #1250 Houston, TX 77027




La Grange, TX 78945

P.O. Box 145 Round Top, TX 78954




9151 Clay Road Houston, TX 77080

401 George Bush Drive College Station, TX 77840

1401 Rockville Pike Suite 600 Rockville, MD 20852

P.O. Box 217 Carmine, TX 78932

2433 Ridgepoint Dr. Austin, TX 78754

P.O. Box 411 LaGrange, TX 78945

P.O. Box 180 Burton, TX 77835





P.O. Box 411 LaGrange, TX 78945

P.O. Box 980863 Houston, TX 77098-0863



1222 S. Ridgefield Circle College Station, TX 77840

P.O. Box 180 Burton, TX 77835

Form 8868 (Rev. 4-2008) Page 2

• If you are filing for an Additional (Not Automatic) 3-Month Extension , complete only Part 11 and check this box _ _ . ► OXNote. Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868.

• If you are filing for an Automatic 3-Month Extension , complete only Part I (on page 1).

ilf Additional (Not Automatic) 3-Month Extension of Time. You must file original and one copy .

Name of Exempt Organization Employer identification numberType or

print ALEN T. BROWN FOUNDATION 76-0254349e the

extended 'Number, street, and room or suite no. If a P.O. box, see instructions. For IRS use only,^duedatefor 13333 WESTLAND EAST BLVD. , NO. 203filing thereturn. See City, town or post office, state, and ZIP code. For a foreign address, see instructions. =instructions OUSTON, TX 77041-1219

Check type of return to be filed (File a separate application for each return):

Form 990 LI Form 990-EZ 0 Form 990-T (sec. 401(a) or 408(a) trust) Form 1041-A Q Form 5227 Form 8870

Form 990-BL FX1 Form 990-PF Form 990-T (trust other than above) El Form 4720 0 Form 6069

STOP! Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868.

• The books are in the care of ► CRAIG C . BROWNTelephone No. ► 713- 890-2 378 FAX No. ►

• If the organization does not have an office or place of business in the United States , check this box .... ► Q• If this is for a Group Return , enter the organization 's four digit Group Exemption Number (GEN) . If this is for the whole group, check this

box ► =. If it is for part of the group , check this box ► = and attach a list with the names and EINs of all members the extension is for.4 I request an additional 3-month extension of time until NOVEMBER 15, 2008 .

5 For calendar year 2 0 0 7 , or other tax year beginning , and ending

6 If this tax year is for less than 12 months, check reason : 0 Initial return Final return 0 Change in accounting period

7 State in detail why you need the extension

ALL INFORMATION NECESSARY TO PREPARE A COMPLETE AND ACCURATE RETURN ISNOT AVAILABLE AT THIS TIME.

8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any

b If this application is for Form 990-PF , 990-T, 4720, or 6069 , enter any refundable credits and estimated

tax payments made. Include any prior year overpayment allowed as a credit and any amount paid

1.810.

1.810.c Balance Due. Subtract line 8b from line 8a. Include your payment with this form, or, if required, deposit

Signature and Verification0.

Under penalties of perjury , I declare that I have examined this form , including accompanying schedules and statements, and to the best of my knowledge and belief,it is true , correct, and corn e , and that I am authorized repare this form

p/7'̂ ^ YSianature 00, u--^ 6 Title 10- Date 10,

Form 8868 (Rev. 4-2008)

72383204-16-08

Form 8868 Application for Extension of Time To File an(Rev. April 2008) Exempt Organization Return OMB No. 1545-1709Department of the Treasury

internal Revenue Service ► File a separate application for each return.

• If you are filing for an Automatic 3-Month Extension , complete only Part I and check this box - ► ^X

• If you are filing for an Additional (Not Automatic) 3-Month Extension , complete only Part 11 (on page 2 of this form).

Do not complete Part 11 unless you have already been granted an automatic 3-month extension on a previously filed Form 8868.

Part V Automatic 3-Month Extension of Time. Only submit original (no copies needed).

A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete

Part I only .. .................................................. ....... ....... ...... ►

All other corporations (including 1120-C filers), partnerships, REM/Cs, and trusts must use Form 7004 to request an extension of timeto file income tax returns.

Electronic Filing (e-file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of time to file one of the returnsnoted below (6 months for a corporation required to file Form 990-T). However, you cannot file Form 8868 electronically if (1) you want the additional(not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or 8870, group returns, or a composite or consolidated Form 990-T. Instead,you must submit the fully completed and signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form, visitwww.irs.aov/efile and click on a-file for Charities & Nonprofits.

Type or I Name of Exempt Organization I Employer identification number

print

File by thedue date forfiling yourreturn Seeinstructions


Number , street , and room or suite no . If a P.O. box, see instructions.13333 WESTLAND EAST BLVD., NO. 203

City, town or post office , state , and ZIP code . For a foreign address , see instructions.HOUSTON, TX 77041-1219

Check type of return to be filed (file a separate application for each return):

Form 990 0 Form 990-T (corporation ) Form 4720

Form 990-BL 0 Form 990-T (sec . 401(a) or 408 (a) trust) Form 5227

Form 990-EZ Form 990-T (trust other than above) 0 Form 6069

Form 990-PF Form 1041-A = Form 8870

• The books are in the care of ► CRAIG C . BROWNTelephone 713-890-2378 FAX

• If the organization does not have an office or place of business in the United States , check this box ►• If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) . If this is for the whole group, check this

box ► = . If it is for part of the group , check this box ►= and attach a list with the names and EINs of all members the extension will cover.

1 I request an automatic 3-month (6-months for a corporation required to file Form 990-T) extension of time until

AUGUST 15, 2008 , to file the exempt organization return for the organization named above . The extension

is for the organization 's return for:

►0 calendar year 2 O O 7 or►D tax year beginning , and ending

2 If this tax year is for less than 12 months, check reason : 0 Initial return Final return Change in accounting penod

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069 , enter the tentative tax, less any

b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated

c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required,

deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System).

1.810.

1.410.

400.

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions.

LHA For Privacy Act and Paperwork Reduction Act Notice , see Instructions . Form 8868 (Rev. 4-2008)

72383104-16-08

0499d55c.tif0499d55d.tif0499d55e.tif0499d55f.tif0499d560.tif0499d561.tif0499d562.tif0499d563.tif0499d564.tif0499d565.tif0499d566.tif0499d567.tif0499d568.tif0499d56c.tif0499d56d.tif0499d56e.tif0499d56f.tif0499d570.tif0499d571.tif0499d572.tif0499d573.tif

Documents

(l 11 - Foundation Center990s.foundationcenter.org/990pf_pdf_archive/760/...10a Gross sales less returns b osRbEpp l 11c pro or (l oss) 12 A II T'thu P l^ta 84, 408. 79 889. 13 om-tc