THE BROWN FOUNDATION, INC.

1 THE BROWN . FOUNDATION, INC. ANNUAL REPORT. FOR FISCAL YEAR. JULY 1, 2013 THROUGH. JUNE 30, 2014. THE BROWN FOUNDATION, INC. THE BROWN FOUNDATION, INC. HISTORY. The BROWN Foundation, Inc. was founded in July, 1951 by Herman and Margarett Root BROWN and George R. and Alice Pratt BROWN . Since its inception it has awarded $ billion in grants through the fiscal year ending June 30, 2014. Of these funds, approximately 80% were awarded within the State of Texas with special emphasis on the City of Houston. MISSION STATEMENT. The purpose of The BROWN Foundation, Inc. is to distribute funds for public charitable purposes, principally for support, encouragement and assistance to education, the arts and community service.

2 THE BROWN FOUNDATION, INC. AREAS OF CURRENT INTEREST. The BROWN Foundation's current emphasis is in the field of public education at the primary and secondary levels. The Foundation will focus on supporting non-traditional and innovative approaches which are designed to improve public education primarily within the State of Texas. The visual and performing arts remain a principal area of interest. The Foundation also supports community service projects which serve the needs of children and families. THE BROWN FOUNDATION, INC. 2013 2014. Trustees Andrew Abendshein Nancy Abendshein Holbrook F. Dorn William N. Mathis Alexander S. McAllister Nancy B. Negley Elisa S. Pye Christopher B. Sarofim Louisa S. Sarofim Herman L.

3 Stude Officers Nancy B. Negley Chairman Herman L. Stude President Louisa S. Sarofim Vice President/Secretary Elisa S. Pye Assistant Secretary William N. Mathis Treasurer W. Walter Negley Assistant Treasurer THE BROWN FOUNDATION, INC. 2013 2014. BROWN Family Fund Committee Andrew B. Abendshein Nancy I. Abendshein Ralph B. Abendshein Maconda O. Abinader Alice P. Dorn Fairfax N. Dorn Holbrook F. Dorn Isabel S. Lummis Travis A. Mathis William N. Mathis Alexander S. McAllister Caroline C. Negley Leslie N. Negley W. Walter Negley George R. O'Connor John H. O'Connor Nancy L. O'Connor Ryan S. O'Connor Thomas I. O'Connor Elisa S. Pye Roxana McAllister Allison Sarofim Christopher B. Sarofim Herman L. Stude Nancy D. Walker SUMMARY OF GRANTS.

4 SUMMARY OF GRANTS. GRANT CATEGORY/PERCENT FROM INCEPTION JULY 1, 1951 THROUGH. JUNE 30, 2014. Paid Through CATEGORY June 30, 2014 Percentage Arts and Humanities $ 463,550,512 32%. Civic/Public Affairs $ 138,796,141 9%. Education $ 506,852,304 36%. Human Services $ 111,698,197 8%. Medicine & Science $ 189,711,226 14%. Other $ 4,687,892 1%. Totals $ 1,415,296,272 100%. GRANT CATEGORY/PERCENT FROM JULY 1, 2013 THROUGH JUNE 30, 2014. Paid CATEGORY Fiscal Year 2014 Percentage Arts and Humanities $ 35,728,012 48%. Civic/Public Affairs $ 7,984,968 11%. Education $ 21,475,875 29%. Human Services $ 4,971,382 7%. Medicine & Science $ 4,264,610 6%. Totals $ 74,424,847 100%. ARTS & HUMANITIES. GRANTEE NEW AMOUNT. COMMITMENTS PAID.

5 ALLEY THEATRE $200,000 $200,000. Houston, TX. 2013-2014 Season program support AMERICAN FEDERATION OF ARTS, INC. $50,000 $50,000. New York, NY. Exhibition development ($25,000) and operating support ($25,000). AMERICAN FESTIVAL FOR THE ARTS $30,000 $30,000. Houston, TX. 2013-2014 season AMERICAN SYMPHONY ORCHESTRA LEAGUE $2,000 $2,000. New York, NY. Operating support ARKANSAS ARTS CENTER FOUNDATION $10,000 $10,000. Little Rock, AR. "Mark Rothko in the 1940s: The Decisive Decade". ARKANSAS ARTS CENTER FOUNDATION $32,000 $32,000. Little Rock, AR. Arkansas Arts Center operating support ARKANSAS ARTS CENTER FOUNDATION $18,000 $18,000. Little Rock, AR. Arkansas Arts Center Foundation operating support ARKANSAS ARTS CENTER FOUNDATION $27,205 $27,205.

6 Little Rock, AR. Matching gift-Foundation support ARKANSAS ARTS CENTER FOUNDATION $25,000 $25,000. Little Rock, AR. Arkansas Arts Center operating support ARS LYRICA HOUSTON $10,000 $10,000. Houston, TX. Performance and recording of Alessandro Scarlatti's "La Sposa dei Cantici" of 1703. ART COUNCIL, INC. $25,000 $25,000. Brooklyn, NY. "Art & Dialogue". ARTS & HUMANITIES. GRANTEE NEW AMOUNT. COMMITMENTS PAID. ART LEAGUE OF HOUSTON $10,000 $10,000. Houston, TX. Operating support ART PRODUCTION FUND, INC. $15,000 $15,000. New York, NY. Matching gift-Operating support ART PRODUCTION FUND, INC. $15,000 $15,000. New York, NY. Maintenance of Prada Marfa ARTPACE, INC. $2,500 $2,500. San Antonio, TX. Operating support ARTPACE, INC.

7 $25,000 $25,000. San Antonio, TX. Artpace Education ASIA SOCIETY TEXAS CENTER $10,000 $10,000. Houston, TX. Capital Campaign ASIA SOCIETY TEXAS CENTER $100,000 $100,000. Houston, TX. Operating support ASIA SOCIETY TEXAS CENTER $25,000 $25,000. Houston, TX. Matching gift-Program support AURORA PICTURE SHOW $10,000 $10,000. Houston, TX. 2014 Education Programs THE BACK PORCH PLAYERS $25,000 $25,000. Houston, TX. Gordon Education Initiatives for the Performing Arts' Take the Stage: A. Performing Arts TV Show for Kids BALLET ARKANSAS $1,250 $1,250. Little Rock, AR. Matching gift-Program support ARTS & HUMANITIES. GRANTEE NEW AMOUNT. COMMITMENTS PAID. BALLROOM CULTURAL ARTS FOUNDATION $50,000 $50,000. Marfa, TX.

8 Operating support BALLROOM CULTURAL ARTS FOUNDATION $25,000 $25,000. Marfa, TX. Operating support BALLROOM CULTURAL ARTS FOUNDATION $100,000 $100,000. Marfa, TX. Operating support BALLROOM CULTURAL ARTS FOUNDATION $25,000 $25,000. Marfa, TX. Operating support BALLROOM CULTURAL ARTS FOUNDATION $20,000 $20,000. Marfa, TX. Operating support BALLROOM CULTURAL ARTS FOUNDATION $2,000 $2,000. Marfa, TX. Operating support BLUE LAPIS LIGHT, INC. $50,000 $50,000. Austin, TX. New Aerial Dance Studio Building BYRD HOFFMAN WATER MILL FOUNDATION $25,000 $25,000. New York, NY. Matching gift-Art Acquisition Fund CANOPY CANOPY CANOPY, INC. $20,000 $20,000. Brooklyn, NY. Capital Campaign CANOPY CANOPY CANOPY, INC. $25,000 $25,000.

9 Brooklyn, NY. Arts Education Initiative: 2014 Winter Institute THE CARVER DEVELOPMENT BOARD $20,000 $20,000. San Antonio, TX. 2013-14 operational support ARTS & HUMANITIES. GRANTEE NEW AMOUNT. COMMITMENTS PAID. THE CATASTROPHIC THEATRE, INC. $25,000 $25,000. Houston, TX. Operating support CENTER FOR THE STUDY OF ANCIENT TERRITORIES, INC. $10,000 $10,000. Austin, TX. Operating support CENTRE POMPIDOU FOUNDATION $30,000 $30,000. Los Angeles, CA. Operating support CHAMBER MUSIC HOUSTON, INC. $16,000 $16,000. Houston, TX. Performance fee for the April 2014 Emerson String Quartet concert (Houston Friends of Chamber Music, Inc.). CHILDREN'S MUSEUM, INC. $40,000 $40,000. Houston, TX. Institute for Family Learning CHRIST CHURCH CATHEDRAL $2,000 $2,000.

10 Houston, TX. Matching gift-Operating support CHRIST EPISCOPAL CHURCH $15,000 $15,000. San Antonio, TX. Furnishing the conference room ($8,000) and Outreach Ministry ($7,000). CLASSICAL THEATRE COMPANY $2,500 $2,500. Houston, TX. Operating support CLEAR LAKE UNITED METHODIST CHURCH $2,500 $2,500. Houston, TX. Music Excellence Fund CONTEMPORARY ART FOR SAN ANTONIO $25,000 $25,000. San Antonio, TX. MOSAIC Education Program CONTEMPORARY ARTS MUSEUM HOUSTON $225,000 $225,000. Houston, TX. Publications Program ARTS & HUMANITIES. GRANTEE NEW AMOUNT. COMMITMENTS PAID. CONTEMPORARY ARTS MUSEUM HOUSTON $13,250 $13,250. Houston, TX. Matching gift-Program support CONTEMPORARY ARTS MUSEUM HOUSTON $3,000 $3,000. Houston, TX.