TY 2018 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) JASON FRANKLIN...................................................................... CHAIR / SECRETARY	5.00 ................. 1.00	X	X		0	0
(2) HELENA HUANG...................................................................... VICE CHAIR UNTIL 12/31/18	2.00 .................	X	X		0	0
(3) ODELL MAYS...................................................................... TREASURER	5.00 .................	X	X		0	0
(4) RICHARD BURNS...................................................................... DIRECTOR	2.00 .................	X			0	0
(5) PATRICIA ENG...................................................................... DIRECTOR	2.00 .................	X			0	0
(6) SARA GOULD...................................................................... VICE CHAIR	5.00 ................. 1.00	X	X		0	0
(7) MAI-ANH TRAN...................................................................... DIRECTOR	5.00 .................	X			0	0
(8) ERIC WARD...................................................................... DIRECTOR	2.00 .................	X			0	0
(9) RYAN ALEXANDER...................................................................... BOARD MEMBER	5.00 ................. 1.00	X			0	0
(10) NINA SHIRAZI...................................................................... DIRECTOR	2.00 .................	X			0	0
(11) PAUL DI DONATO...................................................................... PRESIDENT & CEO	50.00 ................. 1.00		X		215,249	32,268
(12) JILL PRICE MARSHALL...................................................................... CHIEF OPERATING OFFICER	50.00 ................. 1.00		X		163,043	41,788
(13) MARK ABRAHAMS...................................................................... CHIEF FINANCIAL OFFICER (L	50.00 ................. 1.00		X		108,560	23,646
(14) MICHAEL JARVIS...................................................................... PROGRAM DIRECTOR - TAI	50.00 .................			X	206,398	47,817
(15) RICHARD KIRSCH...................................................................... PROGRAM DIRECTOR - OUR STO	50.00 .................			X	171,118	6,651
(16) MONA L CHUN...................................................................... PROGRAM DIRECTOR - HRFN	50.00 .................			X	146,270	30,470
(17) MELISSA S SPATZ...................................................................... EXECUTVE DIRECTOR - PIPER	50.00 .................			X	131,273	30,322

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2018

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..	16,974,080	15,288,866	20,879,911	30,247,132	29,998,474	113,388,463
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3	16,974,080	15,288,866	20,879,911	30,247,132	29,998,474	113,388,463
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						27,876,568
6	Public support. Subtract line 5 from line 4.						85,511,895

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
7	Amounts from line 4..	16,974,080	15,288,866	20,879,911	30,247,132	29,998,474	113,388,463
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	57,203	1,219	79,836	149,893	263,571	551,722
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..			32,071			32,071
11	Total support. Add lines 7 through 10						113,972,256

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 6, column (f) divided by line 11, column (f)) .........

75.030 %

Public support percentage for 2017 Schedule A, Part II, line 14 ...............

71.460 %

16a

33 1/3% support test—2018. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2017. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2018. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2017. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2017 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2018 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2017 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2018. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2017. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2018

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2018

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2018

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2018 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2018	(iii) Distributable Amount for 2018
1 Distributable amount for 2018 from Section C, line 6
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2018:
a From 2013.......
b From 2014.......
c From 2015.......
d From 2016.......
e From 2017.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2018 distributable amount
i Carryover from 2013 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2018 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2018 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2019. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2014......
b Excess from 2015.....
c Excess from 2016.....
d Excess from 2017.....
e Excess from 2018.....

Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2018

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

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

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2

Name of organization PROTEUS FUND INC

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
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 3

Name of organization PROTEUS FUND INC		Employer identification number 04-3243004

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) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 4


Name of organization PROTEUS FUND INC			Employer identification number 04-3243004
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.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose 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

(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

(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

(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) (2018)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV (see instructions for definition of “political campaign activities")

Political campaign activity expenditures (see instructions) .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities (see instructions) ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b........... SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2018

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing organization's totals	(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................	178,670
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ...............................	565,782
c	Total lobbying expenditures (add lines 1a and 1b) ...................................................................	744,452
d	Other exempt purpose expenditures ........................................................................	29,025,085
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............................................	29,769,537
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	1,000,000
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................	250,000
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................	0
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................	0
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................		Yes No

4-Year Averaging Period Under section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) Total

2a	Lobbying nontaxable amount	915,991	1,000,000	1,000,000	1,000,000	3,915,991

b	Lobbying ceiling amount (150% of line 2a, column(e))					5,873,987

c	Total lobbying expenditures	602,685	959,882	673,957	744,452	2,980,976

d	Grassroots nontaxable amount	228,998	250,000	250,000	250,000	978,998

e	Grassroots ceiling amount (150% of line 2d, column (e))					1,468,497

f	Grassroots lobbying expenditures	164,435	219,970	182,614	178,670	745,689

Schedule C (Form 990 or 990-EZ) 2018

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Total. Add lines 1c through 1i ....................................................................................................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures (see instructions) .........................................

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
SchDMd Bullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds
1	Total number at end of year .........	11
2	Aggregate value of contributions to (during year)	7,578,948
3	Aggregate value of grants from (during year)	7,947,936
4	Aggregate value at end of year ........	3,750,028

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2018

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....	972,220
b	Contributions ...	0
c	Net investment earnings, gains, and losses	-17,225
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....	10,363
g	End of year balance ......	944,632

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

32.000 %

Temporarily restricted endowment SchDMd Bullet

68.000 %

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....
b	Buildings ....
c	Leasehold improvements	32,217	13,961	18,256
d	Equipment ....	47,834	22,083	25,751
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				44,007

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2018

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	32,778,765
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	67,760
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	67,760
3	Subtract line 2e from line 1..................			3	32,711,005
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	4,197
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c	4,197
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	32,715,202

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	29,941,773
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................			2e	0
3	Subtract line 2e from line 1...................			3	29,941,773
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	4,197
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................			4c	4,197
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	29,945,970

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference

Explanation

PART X, LINE 2:

THE FUND ACCOUNTS FOR UNCERTAINTY IN INCOME TAXES IN ACCORDANCE WITH ASC TOPIC, INCOME TAXES. THIS STANDARD CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS AND PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR THE FINANCIAL STATEMENTS REGARDING A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE FUND HAS DETERMINED THAT THERE ARE NO UNCERTAIN TAX POSITIONS WHICH QUALIFY FOR EITHER RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS AT DECEMBER 31, 2018. THE FUND'S INFORMATION RETURNS ARE SUBJECT TO EXAMINATION BY THE FEDERAL AND STATE JURISDICTIONS.

Schedule D (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990, Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization
PROTEUS FUND INC

Employer identification number

04-3243004

Part I

General Information on Activities Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of its grants and

other assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used

to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other assistance outside the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(b) Number of offices in the region	(c) Number of employees, agents, and independent contractors in region	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	EUROPE (INCLUDING ICELAND & GREENLAND)	0	0	GRANTS	HUMAN RIGHTS	41,200
	SOUTH AMERICA	0	0	GRANTS	HUMAN RIGHTS	50,290
	NORTH AMERICA	0	0	GRANTS	HUMAN RIGHTS	15,000














3a	Sub-total .....	0	0			106,490
b	Total from continuation sheets to Part I ...					0
c	Totals (add lines 3a and 3b)	0	0			106,490

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2018

Schedule F (Form 990) 2018

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(i) Method of valuation (book, FMV, appraisal, other)
EUROPE (INCLUDING ICELAND & GREENLAND)	HUMAN RIGHTS	41,200	ELECTRONIC FUNDS TRANSFER	FMV
SOUTH AMERICA	HUMAN RIGHTS	50,290	ELECTRONIC FUNDS TRANSFER	FMV
NORTH AMERICA	HUMAN RIGHTS	15,000	ELECTRONIC FUNDS TRANSFER	FMV

2	Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .......	3
3	Enter total number of other organizations or entities .......................	0

Schedule F (Form 990) 2018

Schedule F (Form 990) 2018Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2018

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2018

Page 5

Part V

Supplemental Information
Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

ReturnReference	Explanation
PART I, LINE 2:	PROTEUS FUND'S GRANTMAKING PROGRAMS FOCUS ON STRATEGY DEVELOPMENT, IDENTIFYING AND CONDUCTING DUE DILLIGENCE ON GRANTEES, AWARDING GRANTS, AND ENGAGING IN ONGOING SUPPORT TO AND COMMUNICATION WITH GRANTEES. WE HAVE STRONG GOVERNANCE, ACCOUNTING, AND LEGAL SYSTEMS IN PLACE TO MANAGE THE FUNDS ENTRUSTED TO PROTEUS FUND BY DONOR PARTNERS AND ENSURE LEGAL COMPLIANCE AND MAXIMUM IMPACT ON OUR SHARED MISSION.

Schedule F (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" on Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization
PROTEUS FUND INC

Employer identification number

04-3243004

Part I

Fundraising Activities. Complete if the organization answered "Yes" on Form 990, Part IV, line 17.

Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

YesNo

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	W DOUGLAS WINGO INC 350 7TH AVE SUITE 1504 NEW YORK, NY100011935	ENHANCING AND GROUPING INDIVIDUAL FUNDRAISING PROGRAMS		No	0	45,271	-45,271









Total . . . . . . . . . . . . . . . . . . . .						45,271	-45,271

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

MA, NY

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2018

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" on Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 (event type)	(b) Event #2 (event type)	(c) Other events (total number)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . . . .
2	Less: Contributions . . . .
3	Gross income (line 1 minus line 2) . . . . . .

4	Cash prizes . . . . .
5	Noncash prizes . . . .
6	Rent/facility costs . . . .
7	Food and beverages . . .
8	Entertainment . . . .
9	Other direct expenses . . .
10	Direct expense summary. Add lines 4 through 9 in column (d) . . . . . . . . . .
11	Net income summary. Subtract line 10 from line 3, column (d). . . . . . . . . .

Part III

Gaming. Complete if the organization answered "Yes" on Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

		(a) Bingo	(b) Pull tabs/Instant bingo/progressive bingo	(c) Other gaming	(d) Total gaming (add col.(a) through col.(c))
1	Gross revenue . . . . .

2	Cash prizes . . . . .
3	Noncash prizes . . . .
4	Rent/facility costs . . . .
5	Other direct expenses . . .

Volunteer labor . . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) . . . . . . . . . . right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d). . . . . . . . . right arrow

Enter the state(s) in which the organization conducts gaming activities:

Is the organization licensed to conduct gaming activities in each of these states? . . . . . . . .

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? . . .

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2018

Page 3

Does the organization conduct gaming activities with nonmembers? . . . . . . . . . . .

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? . . . . . . . . . . . . . . . . .

YesNo

Indicate the percentage of gaming activity conducted in:

The organization's facility . . . . . . . . . . . . . . . . . .

13a

An outside facility . . . . . . . . . . . . . . . . . . . .

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? . . . . . . . . . . . . . . . . . . . . . . . .

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? . . . . . . . . . . . . . . . . . . .

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v); and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also provide any additional information. See instructions.

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2018

Additional Data

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Software Version:

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Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization
PROTEUS FUND INC

Employer identification number
04-3243004

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ........................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient

that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section (if applicable)	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) ACCE INSTITUTE 3655 S GRAND AVE STE 250 LOS ANGELES,CA90007	27-1487442	501(C)(3)	30,000	DEMOCRACY
(2) ACCESS PHILANTHROPY CHARITIES 2100 STEVENS AVE MINNEAPOLIS,MN55404	38-3777419	501(C)(3)	35,000	HUMAN RIGHTS
(3) ACTION CENTER ON RACE AND THE ECONOMY INSTITUTE 1901 WEST CARROLL AVENUE 3RD FLOOR CHICAGO,IL60612	82-1199695	501(C)(3)	10,000	DEMOCRACY
(4) ACTION CENTER ON RACE AND THE ECONOMY INSTITUTE 1901 WEST CARROLL AVENUE 3RD FLOOR CHICAGO,IL60612	82-1199695	501(C)(3)	5,000	HUMAN RIGHTS
(5) ADC RESEARCH INSTITUTE 1705 DESALES ST NW SUITE 500 WASHINGTON,DC20036	52-1252206	501(C)(3)	6,000	HUMAN RIGHTS
(6) ADHIKAAR FOR HUMAN RIGHTS AND SOCIAL JUSTICE 71-07 WOODSIDE AVENUE WOODSIDE,NY11377	20-3384725	501(C)(3)	10,000	HUMAN RIGHTS
(7) ADVANCING REAL CHANGE 309 N CHARLES STREET 3RD FLOOR BALTIMORE,MD21201	35-2518417	501(C)(3)	15,000	HUMAN RIGHTS
(8) AFRICAN COMMUNITIES TOGETHER 127 WEST 127TH STREET SUITE 221 NEW YORK,NY10027	46-1689772	501(C)(3)	10,000	HUMAN RIGHTS
(9) AFRICAN SERVICES COMMITTEE 429 WEST 127TH STREET NEW YORK,NY10027	13-3749744	501(C)(3)	25,000	HUMAN RIGHTS
(10) ALLIANCE FOR GLOBAL JUSTICE 225 E 26TH ST 1 TUCSON,AZ85713	52-2094677	501(C)(3)	140,000	HUMAN RIGHTS
(11) ALLIANCE FOR JUSTICE 11 DUPONT CIRCLE NW SUITE 500 WASHINGTON,DC20036	52-1009973	501(C)(3)	50,000	DEMOCRACY
(12) ALLIANCE FOR YOUTH ORGANIZING 915 5TH STREET NW WASHINGTON,DC20001	46-2465621	501(C)(3)	20,000	DEMOCRACY
(13) ALLIED MEDIA PROJECTS INC 4126 THIRD STREET DETROIT,MI48201	01-0559608	501(C)(3)	100,000	HUAMN RIGHTS
(14) AL OTRO LADO 511 E SAN YSIDRO BLVD SUITE 333 SAN YSIDRO,CA92173	47-2910078	501(C)(3)	20,000	HUAMN RIGHTS
(15) ALTERNATE ROOTS 1270CAROLINESTBOX D120-353 ATLANTA,GA30307	58-1318198	501(C)(3)	135,000	HUMAN RIGHTS
(16) AMALGAMATED CHARITABLE FOUNDATION INC 1825 K STREET NW WASHINGTON,DC20006	82-1517696	501(C)(3)	254,096	HUMAN RIGHTS
(17) AMERICAN CIVIL LIBERTIES UNION FOUNDATION OF NORTHERN CALIFORNIA 39 DRUMM STREET SAN FRANCISCO,CA94111	94-0279770	501(C)(3)	30,000	HUMAN RIGHTS
(18) AMERICAN CIVIL LIBERTIES FOUNDATION OF OREGON PO BOX 40585 PORTLAND,OR97240	23-7048829	501(C)(3)	10,000	HUMAN RIGHTS
(19) AMERICAN CIVIL LIBERTIES UNION OF NEW MEXICO FOUNDATION PO BOX 566 ALBUQUERQUE,NM87103	85-0275276	501(C)(3)	100,000	HUMAN RIGHTS
(20) AMERICAN FRIENDS SERVICES COMMITTEE 101 CHERRY STREET PHILADELPHIA,PA19102	23-1352010	501(C)(3)	5,000	HUMAN RIGHTS
(21) AMERICAN FRIENDS SERVICES COMMITTEE 101 CHERRY STREET PHILADELPHIA,PA19102	23-1352010	501(C)(3)	15,000	PEACE
(22) AMERICAN FRIENDS SERVICES COMMITTEE 101 CHERRY STREET PHILADELPHIA,PA19102	23-1352010	501(C)(3)	10,000	HUMAN RIGHTS
(23) ARAB AMERICAN ASSOCIATION OF NEW YORK 7111 5TH AVENUE BROOKLYN,NY11209	11-3604756	501(C)(3)	40,000	DEMOCRACY
(24) ARIZONA ADVOCACY FOUNDATION 221 E INDIANOLA AVE PHOENIX,AZ85012	02-0565840	501(C)(3)	40,000	DEMOCRACY
(25) ARIZONA CENTER FOR EMPOWERMENT 5716 N 19TH AVENUE PHOENIX,AZ85015	27-2366780	501(C)(3)	20,000	GENERAL
(26) ARIZONA CENTER FOR EMPOWERMENT 5716 N 19TH AVENUE PHOENIX,AZ85015	27-2366780	501(C)(3)	15,000	HUMAN RIGHTS
(27) ARKANSAS PUBLIC POLICY PANEL 1308 WEST SECOND STREET LITTLE ROCK,AZ72201	27-2366780	501(C)(3)	34,500	DEMOCRACY
(28) ASIAN AMERICANS ADVANCING JUSTICE - ASIAN LAW CAUCUS 55 COLUMBUS AVENUE SAN FRANCISCO,CA941112101	94-2176139	501(C)(3)	65,000	PEACE
(29) ASIAN AMERICANS ADVANCING JUSTICE LOS ANGELES 1145 WILSHIRE BLVD LOS ANGELES,CA90017	95-3854152	501(C)(3)	38,000	HUMAN RIGHTS
(30) ASIAN AMERICAN LEAGAL DEFENSE AND EDUCATION FUND 99 HUDSON STREET 12TH FLOOR NEW YORK,NY10013	13-2855641	501(C)(3)	15,000	HUMAN RIGHTS
(31) ASIAN AMERICAN RESOURCE WORKSHOP 42 CHARLES STREET SUITE D DORCHESTER,MA02122	04-2707980	501(C)(3)	7,500	HUMAN RIGHTS
(32) ATLANTA JOBS WITH JUSTICE PO BOX 150377 ATLANTA,GA30315	20-2794280	501(C)(3)	375,000	HUMAN RIGHTS
(33) AYNI INSTITUTE INC 14 CUSHING AVE BOSTON,MA02125	81-2119468	501(C)(3)	37,235	HUMAN RIGHTS
(34) BETTER ELECTIONS FOR SANTA CLARA 4031 CRANDALL CIRCLE SANTA CALARA,CA95054	82-4713883	BALLOTT QUESTION COM	5,000	GENERAL
(35) BLUEPRINT NORTH CAROLINA 3739 NATIONAL DRIVE SUITE 201 RALEIGH,NC27612	27-2459538	501(C)(3)	5,000	HUMAN RIGHTS
(36) BRIGHTON PARK NEIGHBORHOOD COUNCIL 4477 SOUTH ARCHER AVENUE CHICAGO,IL60632	36-4229387	501(C)(3)	25,000	DEMOCRACY
(37) BUCKEYE ENVIORMENTAL NETWORK PO BOX 824 ATHENS,OH45701	31-1408723	501(C)(3)	15,000	DEMOCRACY
(38) CAIR FOUNDATION 453 NEW JERSEY AVE SE WASHINGTON,DC20003	77-0646756	501(C)(3)	7,000	HUAMN RIGHTS
(39) CENTER FOR CIVIC POLICY PO BOX 27616 ALBUQUERQUE,NM87125	01-0869701	501(C)(3)	100,000	HUMAN RIGHTS
(40) CENTER FOR DEATH PENALTY LITIGATION 123 W MAIN STREET SUITE 700 DURHAM,NC27701	56-1939274	501(C)(3)	49,000	HUMAN RIGHTS
(41) CENTER FOR INTERCULTURAL ORGANIZING DBA UNITE OREGON 700 N KILLINGSWORTH STREET PORTLAND,OR97217	74-3098100	501(C)(3)	40,000	HUAMN RIGHTS
(42) CENTER FOR LABOR EDUCATION AND RESEARCH INC 3353 WASHINGTON ST JAMAICA PLAIN,MA021302617	22-2604923	501(C)(3)	15,000	HUMAN RIGHTS
(43) CENTER FOR POPULAR DEMOCRACY 449 TROUTMAN AVE SUITE A BROOKLYN,NY11237	45-3813436	501(C)(3)	10,000	HUMAN RIGHTS
(44) CENTER FOR POPULAR DEMOCRACY 449 TROUTMAN AVE SUITE A BROOKLYN,NY11237	45-3813436	501(C)(3)	60,000	DEMOCRACY
(45) CENTER FOR SOCIAL SUSTAINABLE SYSTEMS 211 10TH STREET SW ALBUQUERQUE,NM87102	45-3163638	501(C)(3)	25,000	HUMAN RIGHTS
(46) CENTER FOR SUSTAINABLE ENERGY 1294 14TH STREET WEST LINN,OR97064	36-4541988	501(C)(3)	25,000	HUMAN RIGHTS
(47) CENTER FOR THIRD WORLD ORGANIZING 900 ALICE ST 300 OAKLAND,CA94607	52-1211059	501(C)(3)	50,000	HUMAN RIGHTS
(48) CENTER FOR VICTIMS OF TORTURE 2354 UNIVERSITY AVE WEST SUITE 430 SAINT PAUL,MN55114	36-3383933	501(C)(3)	14,000	DEMOCRACY
(49) CENTRO PRESENTE INC 12 BENNINGTON STREET STE 202 EAST BOSTON,MA02128	04-2754284	501(C)(3)	5,000	DEMOCRACY
(50) CHINESE FOR AFFIRMATIVE ACTION 17 WALTER U LUM PL SAN FRANCISCO,CA94108	94-2161304	501(C)(3)	7,000	HUMAN RIGHTS
(51) CHINESE PROGRESSIVE ASSOCIATION 1042 GRANT AVE STE 5 SAN FRANCISCO,CA941335025	23-7404756	501(C)(3)	40,000	RACIAL JUSTICE
(52) CITIZEN ACTION OF WISCONSIN EDUCATION FUND 221 S 2ND STREET SUITE 300 MILWAUKEE,WI53204	39-1520619	501(C)(3)	40,000	HUMAN RIGHTS
(53) CITIZEN'S FOR PENNSYLVANIAS FUTURE 610 NORTH THIRD STREET HARRISBURG,PA17101	31-1607866	501(C)(3)	15,000	DEMOCRACY
(54) CITY CLUB OF PORTLAND 901 SW WASHINGTON STREET PORTLAND,OR97205	93-0140220	501(C)(3)	15,000	DEMOCRACY
(55) CIVIC NATION 727 15TH STREET THIRD FLOOR WASHINGTON,DC20005	47-3576918	501(C)(3)	35,000	DEMOCRACY
(56) CLASS ACTION NETWORK 30 GERMANIA STREET BUILDING L JAMAICA PLAIN,MA02130	26-0091867	501(C)(3)	10,000	HUMAN RIGHTS
(57) CLEAN AIR COALITION OF WESTERN NEW YORK 52 LINWOOD AVENUE BUFFALO,NY14209	27-0746038	501(C)(3)	7,500	HUMAN RIGHTS
(58) COALITION FOR DC REPRESENTATION EDUCATION FUND DBA DC VOTE 1111 14TH STREET NW SUITE 1000 WASHINGTON,DC20005	52-2133517	501(C)(3)	75,000	DEMOCRACY
(59) COALITION FOR HUMANE IMMIGRANT RIGHTS OF LOS ANGELES 2533 W STREET ST 101 LOS ANGELES,CA90057	95-4421521	501(C)(3)	30,000	HUMAN RIGHTS
(60) COALITION FOR OPEN DEMOCRACY 4 PARK STREET SUITE 301 CONCORD,NH03301	80-0336490	501(C)(3)	40,000	DEMOCRACY
(61) COALITION TO STOP VIOLENCE AGAINST NATIVE WOMEN 4600 MONTGOMERY BLVD NE STE 202B ALBUQUERQUE,NM87109	20-1735061	501(C)(3)	15,000	HUMAN RIGHTS
(62) COLLECTIVE ACTION FOR SAFE SPACE PO BOX 66231 WASHINGTON,DC20035	27-3963489	501(C)(3)	26,818	HUMAN RIGHTS
(63) COLORADO ORGANIZATION FOR LATINA OPPORTUNITY AND REPORDUCTIVE RIGHTS PO BOX 40991 DENVER,CO80204	84-1569021	501(C)(3)	5,000	HUMAN RIGHTS
(64) COMING CLEAN 28 VERNON STREET SUITE 434 BRATTLEBORO,VT05310	04-3429794	501(C)(3)	15,000	HUMAN RIGHTS
(65) COMMON CAUSE EDUCATION FUND 805 15TH STREET NW SUITE 800 WASHINGTON,DC20005	31-1705370	501(C)(3)	268,000	DEMOCRACY
(66) COMMON COUNSEL FOUNDATION 1624 FRANKLIN STREET 1022 OAKLAND,CA94612	94-3214166	501(C)(3)	20,000	DEMOCRACY
(67) COMMUNITIES UNITED FOR PEOPLE PO BOX 33167 PORTLAND,OR97292	93-1181863	501(C)(3)	45,000	HUMAN RIGHTS
(68) COMMUNITY LABOR UNITED 6 BEACON STREET SUITE 910 BOSTON,MA02108	20-3404034	501(C)(3)	10,000	HUMAN RIGHTS
(69) COMPEANEROS IMMIGRANTES DE LAS MONTANAS EN ACCION 610 HAYWOOD RD ASHEVILLE,NC28806	20-8303608	501(C)(3)	15,000	HUMAN RIGHTS
(70) CONNECTICUT CITIZEN RESEARCH GROUP 30 ARBOR ST STE 6N HARTFORD,CT06106	06-0889894	501(C)(3)	25,000	DEMOCRACY
(71) CONNECTICUT CITIZEN RESEARCH GROUP 30 ARBOR ST STE 6N HARTFORD,CT06106	06-0889894	501(C)(3)	35,000	HUMAN RIGHTS
(72) CORPORATE ACCOUNTABILITY INTERNATIONAL 10 MILK STREET SUITE 610 BOSTON,MA02108	41-1322686	501(C)(3)	6,625	HUMAN RIGHTS
(73) COUNCIL ON AMERICAN ISLAMIC RELATIONS MINNESOTA 2511 EAST FRANKLIN AVENUE SUITE 100 MINNEAPOLIS,MN55406	45-0553731	501(C)(3)	5,000	HUMAN RIGHTS
(74) CULTURAL DEVELOPMENT AUTHORITY OF KING COUNTY 101 PREFONTAINE PLACE SOUTH SEATTLE,WA98104	14-1860464	501(C)(3)	10,000	HUMAN RIGHTS
(75) CULTURETRUST GREATER PHILADELPHIA 1315 WALNUT STREET SUITE 320 PHILADELPHIA,PA19107	46-3109411	501(C)(3)	5,000	GENERAL SUPPORT
(76) DEATH PENALTY INFORMATION CENTER 1701 K STREET NW SUITE 205 WASHINGTON,DC20006	36-4056815	501(C)(3)	30,000	HUMAN RIGHTS
(77) DEFENDING RIGHTSAND DISSENT 1325 G STREET NW SUITE 557 WASHINGTON,DC20005	27-0042821	501(C)(3)	62,500	HUMAN RIGHTS
(78) DEMOS A NETWORK FOR IDEAS AND ACTION 80 BROAD STREET FLR 4 NEW YORK,NY10004	13-4105066	501(C)(3)	78,000	DEMOCRACY
(79) DETRIOT REVIVAL ENGAGING AMERICAN MUSLUMS PO BOX 38152 DETRIOT,MI48238	46-4246696	501(C)(3)	25,000	HUMAN RIGHTS
(80) DRUM - DESIS RISING UP AND MOVING 72-18 ROOSEVELT AVENUE JACKSON HEIGHTS,NY11372	38-3652741	501(C)(3)	60,000	HUMAN RIGHTS
(81) EARTH ISLAND INSTITUTE 2150 ALLSTON WAY SUITE 460 BERKELEY,CA94074	94-2889684	501(C)(3)	25,000	HUMAN RIGHTS
(82) EAST HARLEM EL BARRIO COMMUNITY LAND TRUST 236 E 118TH STREET 4 NEW YORK,NY10035	47-5082983	501(C)(3)	25,000	HUMAN RIGHTS
(83) EMGAGE FOUNDATION 3425 US HWY 98 NORTH LAKELAND,FL33809	26-1441032	501(C)(3)	30,000	DEMOCRACY
(84) EMPOWER MT 2300 REGENT STREET SUITE 101 MISSOULA,MT59801	81-0526099	501(C)(3)	10,000	HUMAN RIGHTS
(85) EQUALITY FOUNDATION OF GEORGIA 1530 DEKALB AVENUE SUITE A ATLANTA,GA30307	58-2346744	501(C)(3)	125,000	HUMAN RIGHTS
(86) FAMILY VALUES AT WORK A MULTI- STATE CONSORTIUM 207 EAST BUFFALO STREET SUITE 211 MILWAUKEE,WI53202	27-0321696	501(C)(3)	40,000	HUMAN RIGHTS
(87) FIX DEMOCRACY FIRST EDUCATION FUND 1402 3RD AVE SEATTLE,WA98101	26-1499049	501(C)(3)	5,000	DEMOCRACY
(88) FRACTURED ATLAS 248 WEST 35TH STREET 10TH FLOOR NEW YORK,NY10001	11-3451703	501(C)(3)	125,000	HUMAN RIGHTS
(89) FREE SPEECH FOR PEOPLE 48 NORTH PLEASANT STREET SUITE 304 AMHERST,MA01002	45-0709993	501(C)(3)	5,000	DEMOCRACY
(90) FREEDOM INC 1810 S PARK STREET SUITE 1 MADISON,WI53713	43-2023570	501(C)(3)	15,000	HUMAN RIGHTS
(91) FUERZA LABORAL 131 CLAY STREET SUITE 101 CENTRAL FALLS,RI02863	20-5428607	501(C)(3)	25,000	HUMAN RIGHTS
(92) FUND FOR A HEALTHIER COLORADO 1536 WYNKOOP SUITE 224 DENVER,CO80202	47-4101801	501(C)(3)	40,000	HUMAN RIGHTS
(93) GALLERY AFERRO INC 73 MARKET STREET NEWARK,NJ07102	26-3863419	501(C)(3)	7,500	HUMAN RIGHTS
(94) GARDEN OF PEACE INC PO BOX 59114 PITTSBURGH,PA15210	47-2122021	501(C)(3)	8,000	HUMAN RIGHTS
(95) GENDER JUSTICE 550 RICE STREET SAINT PAUL,MN55103	80-0603630	501(C)(3)	5,000	HUMAN RIGHTS
(96) GEORGIA MUSLIM VOTER PROJECT PO BOX 1641 SUWANEE,GA30097	81-1446781	501(C)(3)	45,000	DEMOCRACY
(97) GOT GREEN PO BOX 18794 SEATTLE,WA98118	91-1656676	501(C)(3)	5,000	HUMAN RIGHTS
(98) GRASSROOTS COLLABORATIVE 637 S DEARBORN ST FLOOR 3 CHICAGO,IL60605	36-4328006	501(C)(3)	20,000	HUMAN RIGHTS
(99) GRASSROOTS GLOBAL JUSTICE 7000 CARROLL AVE SUITE 200 TAKOMA PARK,MD20912	26-4633127	501(C)(3)	5,500	HUMAN RIGHTS
(100) GRASSROOTS INTERNATIONAL 179 BOYLSTON STREET 4TH FLOOR BOSTON,MA02130	04-2791159	501(C)(3)	7,500	HUMAN RIGHTS
(101) GRASSROOTS LEADERSHIP 2301 E CESAR CHAVEZ ST AUSTIN,TX78702	58-1581743	501(C)(3)	15,000	DEMOCRACY
(102) GREATER BIRMINGHAM MINISTRIES 2304 12TH AVENUE NORTH BIRMINGHAM,AL35234	63-0577439	501(C)(3)	30,000	RACIAL JUSTICE
(103) HEART WOMEN & GIRLS 4407 S LAKE PARK AVE CHICAGO,IL60653	27-3625796	501(C)(3)	45,000	HUMAN RIGHTS
(104) HEALTH ACTION NEW MEXICO 3700 OSUNA ROAD NE ALBUQUERQUE,NM87109	85-0481860	501(C)(3)	40,000	HUMAN RIGHTS
(105) HIPS PO BOX 90738 WASHINGTON,DC20090	52-1847137	501(C)(3)	20,000	HUMAN RIGHTS
(106) HOPEWELL FUND 1201 CONNECTICUT AVE NW STE 300 WASHINGTON,DC200362656	47-3681860	501(C)(3)	250,000	DEMOCRACY
(107) ILLINOIS JUSTICE FOUNDATION 4933 S DORCHESTER AVE CHICAGO,IL60615	51-0181498	501(C)(3)	60,000	HUMAN RIGHTS
(108) INDIANA UNIVERSITY FOUNDATION 1500 N STATE ROAD 46 BYPASS BLOOMINGTON,IN47408	35-6018940	501(C)(3)	10,000	DEMOCRACY
(109) INDO-CARRIBBEAN ALLIANCE 92-15 103RD AVENUE OZONE PARK,NY11417	27-2848254	501(C)(3)	5,500	HUMAN RIGHTS
(110) INQUIRING SYSTEMS INC 101 BROOKWOOD AVE 204 SANTA ROSA,CA95404	94-2524840	501(C)(3)	25,000	HUMAN RIGHTS
(111) INSTITUTE FOR POLICY STUDIES 1301 CONNECTICUT AVE NW SUITE 600 WASHINGTON,DC20036	52-0788947	501(C)(3)	10,000	DEMOCRACY
(112) INSTITUTE FOR SOCIAL POLICY AND UNDERSTANDING 6 PARKLANE BLVD DEARBORN,MI48126	38-3633581	501(C)(3)	20,000	HUMAN RIGHTS
(113) INSTITUTE FOR SOCIAL POLICY AND UNDERSTANDING 6 PARKLANE BLVD DEARBORN,MI48126	38-3633581	501(C)(3)	50,000	DEMOCRACY
(114) INSTITUTE FOR SOUTHERN STUDIES 307 WEST MAIN STREET THRID FLOOR DURHAM,NC27701	58-1090440	501(C)(3)	60,800	DEMOCRACY
(115) INSTITUTE OF LEGAL TRAINIG AND INSTRUCTION 201 3RD ST NW SUITE 500 ALBUQUERQUE,NM87102	81-1224590	501(C)(3)	25,000	HUMAN RIGHTS
(116) INTERFAITH ALLIANCE OF COLORADO 1373 GRANT STREET DENVER,CO80203	84-1467640	501(C)(3)	5,000	HUMAN RIGHTS
(117) JETPAC RESOURCE CENTER 720 MASSACHUSETTS AVENUE SUITE 8 CAMBRIDGE,MA02139	47-5629373	501(C)(3)	8,000	DEMOCRACY
(118) JEWISH COMMUNITY ACTION 2375 UNIVERSITY AVENUE WEST SUITE 150 ST PAUL,MN55114	41-1830619	501(C)(3)	5,000	HUMAN RIGHTS
(119) JUNTOS 800 WASHINGTON AVENUE 18UA PHILADELPHIA,PA19147	01-0769538	501(C)(3)	40,000	HUMAN RIGHTS
(120) JUSTICE 360 900 ELMWOOD AVE SUITE 200 COLUMBIA,SC29201	57-0873224	501(C)(3)	30,000	HUMAN RIGHTS
(121) JUSTICE NOT POLITICS ALASKA PO BOX 231473 ANCHORAGE,AK99523	82-2516720	501(C)(3)	25,000	DEMOCRACY
(122) KANSAS VALUES INSTITUTE PO BOX 2124 TOPEKA,KS666012124	45-2621342	501(C)(4)	45,000	FAIR COURTS
(123) KANSAS VALUES INSTITUTE PO BOX 2124 TOPEKA,KS666012124	45-2621342	501(C)(4)	10,000	FAIR COURTS
(124) KENWOOD-OAKLAND COMMUNITY ORGANIZATION 4242SCOTTAGEGROVE AVE CHICAGO,IL60653	36-2598637	501(C)(3)	20,000	HUMAN RIGHTS
(125) LA UNION DEL PUEBLO ENTERO PO BOX 188 SAN JUAN,TX78577	93-1029197	501(C)(3)	15,000	DEMOCRACY
(126) LATINO UNION 4811 N CENTRAL PARK AVE CHICAGO,IL60625	61-1403712	501(C)(3)	15,000	HUMAN RIGHTS
(127) LAW ENFORCEMENT ACTION PARTNERSHIP 121 MYSTIC AVENUE SUITE 9 MEDFORD,MA02115	16-1645758	501(C)(3)	30,000	HUMAN RIGHTS
(128) LEAGUE OF WOMEN VOTERS OF PENNSYLVANIA CITIZEN EDUCATION FUND 226 FOSTER ST HARRISBURG,PA17102	46-4971552	501(C)(3)	10,000	DEMOCRACY
(129) LEWIS & CLARK COLLEGE 0615 SW PALATINE HILL ROAD PORTLAND,OR97219	93-0386858	501(C)(3)	30,000	HUMAN RIGHTS
(130) LOUISIANA RISE 916 E BUTLER ST RAYNE,LA70578	82-1555123	501(C)(3)	20,000	HUMAN RIGHTS
(131) LOUISIANA BUCKET BRIGADE 2803 SAINT PHILLIP STREET NEW ORLEANS,LA70119	72-1488935	501(C)(3)	15,000	DEMOCRACY
(132) MAINE CITIZENS FOR CLEAN ELECTIONS PO BOX 18187 PORTLAND,ME04112	27-2646667	501(C)(3)	40,000	DEMOCRACY
(133) MAIN PEOPLE'S RESCOURCE CENTER 565 CONGRESS STREET PORTLAND,ME04240	22-2586108	501(C)(3)	40,000	HUMAN RIGHTS
(134) MARYLAND PUBLIC INTEREST RESEARCH FOUNDATION 3121 ST PAUL ST SUITE 26 BALTIMORE,MD21218	52-1033638	501(C)(3)	15,000	DEMOCRACY
(135) MAS BOSTON SOCIETY 100 MALCOLM X BLVD ROXBURY,MA02119	20-1799252	501(C)(3)	30,000	DEMOCRACY
(136) MEN & WOMEN IN PRISON MINISTRIES 10 W 35TH STREET CHICAGO,IL60616	36-3850240	501(C)(3)	15,000	DEMOCRACY
(137) MID-SOUTH PEACE AND JUSTICE CENTER 3573 SOUTHERN AVE MEMPHIS,TN38111	62-1140695	501(C)(3)	35,000	HUMAN RIGHTS
(138) MIGRANT JUSTICE 294 N WINOOSKI AVENUE SUITE 130 BURLINGTON,VT05401	81-4176655	501(C)(3)	20,000	HUMAN RIGHTS
(139) MIJENTE SUPPORT COMMITTEE 1229 E EDGEMONT RD PHOENIX,AZ85006	82-1711382	501(C)(3)	47,500	HUMAN RIGHTS
(140) MITCHELL HAMLINE SCHOOL OF LAW 875 SUMMIT AVENUE ST PAUL,MN55105	41-0518750	501(C)(3)	15,000	HUMAN RIGHTS
(141) MISSOURI ORGANIZING AND VOTER ENGAGEMENT COLLABORATIVE 4526 BASEO BLVD KANSAS CITY,MO64110	43-1619531	501(C)(3)	40,000	HUMAN RIGHTS
(142) MN350 2104 STEVENS AVE S MINNEAPOLIS,MN55404	45-2754381	501(C)(3)	12,000	DEMOCRACY
(143) MONSOON UNITED ASIAN WOMEN OF IOWA 4952 FRANKLIN AVE DES MOINES,IA50310	35-2297207	501(C)(3)	7,500	HUMAN RIGHTS
(144) MOVEMENT FOR JUSTICE IN EL BARRIO 232 E 11TH ST NEW YORK,NY10003	45-0927557	501(C)(3)	20,000	HUMAN RIGHTS
(145) MUSLIM STUDENTS ASSOCIATION WEST PO BOX 2108 WALNUT,CA91788	46-5478214	501(C)(3)	30,000	DEMOCRACY
(146) MUSLIM WELLNESS FOUNDATION 7433 LIMEKILN PIKE SUITE 204 PHILADELPHIA,PA19138	47-2533025	501(C)(3)	8,000	HUMAN RIGHTS
(147) NATIONAL DOMESTIC WORKERS ALLIANCE INC 243 5TH AVENUE MAILBOX 257 NEW YORK,NY10016	35-2420942	501(C)(3)	7,500	HUMAN RIGHTS
(148) NATIONAL IRANIAN AMERICAN COUNCIL 1629 K STREET NW STE 503 WASHINGTON,DC20005	73-1626026	501(C)(3)	7,000	DEMOCRACY
(149) NATIONAL KOREAN AMERICAN SERVICE AND EDUCATION CONSORTIUM 4300 N CALIFORNIA AVE CHICAGO,IL60618	11-3303986	501(C)(3)	15,000	HUMAN RIGHTS
(150) NATIONAL LAWYERS GUILD FOUNDATION 132 NASSAU STREET SUITE 922 NEW YORK,NY10038	13-3336640	501(C)(3)	10,000	HUMAN RIGHTS
(151) NATIONAL QUEER ASIAN PACIFIC ISLANDER ALLIANCE POST OFFICE BOX 1277 OLD CHELSEA STATION NEW YORK,NY10113	27-2114866	501(C)(3)	10,000	HUMAN RIGHTS
(152) NATIVE AMERICANS IN PHILANTHROPY 323 WASHINGTON AVE NORTH 200 MINNEAPOLIS,MN55401	56-1849598	501(C)(3)	25,000	HUMAN RIGHTS
(153) NATIVE MOVEMENT PO BOX 83467 FAIRBANKS,AK99708	68-0535413	501(C)(3)	25,000	HUMAN RIGHTS
(154) NATIVE VILLAGE OF VENETIE TRIBAL GOVERNMENT PO BOX 81080 VENETIE,AK99781	92-0065694	OTHER	20,000	HUMAN RIGHTS
(155) NATIVE YOUTH LEADERSHIP ALLIANCE PO BOX 241 PINE RIDGE,SD57770	27-2503270	501(C)(3)	65,000	HUMAN RIGHTS
(156) NAVA EDUCATION PROJECT PO BOX 35698 ALBUQUERQUE,NM87176	27-1866733	501(C)(3)	22,000	DEMOCRACY
(157) NEO PHILANTHROPY INC 45 WEST 36TH STREET SIXTH FLOOR NEW YORK,NY100187635	13-3191113	501(C)(3)	40,000	HUMAN RIGHTS
(158) NEO PHILANTHROPY INC 45 WEST 36TH STREET SIXTH FLOOR NEW YORK,NY100187635	13-3191113	501(C)(3)	25,000	DEMOCRACY
(159) NEO PHILANTHROPY INC 45 WEST 36TH STREET SIXTH FLOOR NEW YORK,NY100187635	13-3191113	501(C)(3)	7,500	DEMOCRACY
(160) NEW ECONOMY COALITION INC PO BOX 390503 CAMBRIDGE,MA021399998	03-0278626	501(C)(3)	5,500	HUMAN RIGHTS
(161) NEW FLORIDA MAJORITY EDUCATION FUND INC 10800 BISCAYNE BOULEVARD SUITE 1050 1050 MIAMI,FL33161	45-3956785	501(C)(3)	40,000	DEMOCRACY
(162) NEW HAMPSHIRE COALITION TO ABOLISH THE DEATH PENALTY PO BOX 632 CONCORD,NH03302	02-0530455	501(C)(3)	40,000	HUMAN RIGHTS
(163) NEW MEXICO RELIGIOUS COALITION FOR REPRODUCTIVE CHOICE PO BOX 66433 ALBUQUERQUE,NM87193	85-0391823	501(C)(3)	100,000	HUMAN RIGHTS
(164) NEW ORLEANS VIDEO ACCESS CENTER 352 LOUISA ST NEW ORLEANS,LA70117	23-7453854	501(C)(3)	10,000	HUMAN RIGHTS
(165) NEW VENTURE FUND 1201 CONNECTICUT AVE NW SUITE 300 WASHINGTON,DC20036	20-5806345	501(C)(3)	100,000	DEMOCRACY
(166) NEW VENTURE FUND 1201 CONNECTICUT AVE NW SUITE 300 WASHINGTON,DC20036	20-5806345	501(C)(3)	20,000	HUMAN RIGHTS
(167) NEW YORK IMMIGRATION COALITION 131 W 33RD SREET SUITE 610 NEW YORK,NY10001	13-3573409	501(C)(3)	5,000	HUMAN RIGHTS
(168) NON PROFIT VOTE 2464 MASSACHUSETTS AVE SUITE 210 CAMBRIDGE,MA02140	20-4568862	501(C)(3)	100,000	DEMOCRACY
(169) NORTH CAROLINA VOTERS FOR CLEAN ELECTIONS INC PO BOX 10402 RALEIGH,NC276050402	56-2129334	501(C)(4)	330,000	DEMOCRACY
(170) NORTH STAR FUND 520 8TH AVENUE SUITE 1800 NEW YORK,NY10018	13-2950801	501(C)(3)	10,000	DEMOCRACY
(171) NORTHERN CALIFORNIA LAND TRUST 3120 SHATTUCK AVE BERKELEY,CA94705	23-7380534	501(C)(3)	25,000	HUMAN RIGHTS
(172) NORTHWEST ALLIANCE FOR ALTERNATIVE MEDIA & EDUCATION PO BOX 42671 PORTLAND,OR97242	93-1009519	501(C)(3)	25,000	HUMAN RIGHTS
(173) NORTHWEST IMMIGRANTS RIGHTS PROJECT 615 SECOND AVE SUITE 400 SEATTLE,WA98104	91-1393082	501(C)(3)	10,000	HUMAN RIGHTS
(174) NOT THIS TIME 4547 RAINIER AVE SOUTH SUITE 925 SEATTLE,WA98118	81-2886863	501(C)(3)	5,000	PEACE
(175) OFFICINA LEGAL DEL PUEBLO UNIDO DBA TEXAS CIVIL RIGHTS PROJECT 1405 MONTOPOLIS DRIVE AUSTIN,TX78741	74-1995879	501(C)(3)	25,000	DEMOCRACY
(176) OHIO RIVER VALLEY ENVIRONMENTAL COALITION INC 725 14TH STREET WEST HUNTINGTON,WV25704	31-1311861	501(C)(3)	5,000	GENERAL
(177) OHIO RIVER VALLEY ENVIRONMENTAL COALITION INC 725 14TH STREET WEST HUNTINGTON,WV25704	31-1311861	501(C)(3)	40,000	DEMOCRACY
(178) OHIO VOICE 175 S THIRD STREET 580 COLUMBUS,OH43215	82-3381404	501(C)(3)	45,800	DEMOCRACY
(179) ONE COLORADO EDUCATION FUND 1490 LAFAYETTE STREET SUITE 304 DENVER,CO80218	27-1333378	501(C)(3)	5,000	HUMAN RIGHTS
(180) ONEAMERICA 1225 SOUTH WELLER STREET SUITE 430 SEATTLE,WA98144	20-0384893	501(C)(3)	15,000	GENERAL
(181) ORGANIZE FLORIDA EDUCATION FUND 134 E COLONIAL DRIVE ORLANDO,FL32801	27-4384675	501(C)(3)	5,000	HUMAN RIGHTS
(182) OUR SPOT KC PO BOX 5943 KANSAS CITY,MO64171	81-4237323	501(C)(3)	6,000	HUMAN RIGHTS
(183) OUTFRONT MINNESOTA COMMUNITY SERVICES 310 38TH STREET SUITE 209 MINNEAPOLIS,MN55409	36-3550489	501(C)(3)	5,000	HUMAN RIGHTS
(184) ORANGE COUNTY COMMUNITIES ORGANIZED FOR RESPONSIBLE DEVELOPMENT 13252 GARDEN GROVE BLVD SUITE 204 GARDEN GROVE,CA92843	43-2092827	501(C)(3)	10,000	DEMOCRACY
(185) PARTNERSHIP FOR THE ADVANCEMENT OF NEW AMERICANS 4089 FAIRMOUNT AVE SAN DIEGO,CA92105	47-5299457	501(C)(3)	50,000	HUMAN RIGHTS
(186) PARTNERSHIP FOR CIVIL JUSTICE FUND 617 FLORIDA AVENUE NW WASHINGTON,DC20001	26-2851211	501(C)(3)	15,000	DEMOCRACY
(187) PARTNERSHIP TO END AIDS STATUS INCORPORATED 10051 BRANLEY OAK DRIVE CORDOVA,TN38106	27-1054837	501(C)(3)	6,818	HUMAN RIGHTS
(188) PEACE DEVELOPMENT FUND PO BOX 40250 SAN FRANCISCO,CA94140	04-2738794	501(C)(3)	25,000	HUMAN RIGHTS
(189) PICO NATIONAL NETWORK 999 N CAPITOL ST NE SUITE 200 WASHINGTON,DC20002	94-2206497	501(C)(3)	330,000	DEMOCRACY
(190) PIONEER VALLEY WORKER'S CENTER 20 HAMPTON AVE 200 NORTHAMPTON,MA01060	82-4732798	501(C)(3)	25,000	HUMAN RIGHTS
(191) PLANNED PARENTHOOD FEDERATION OF AMERICA 123 WILLIAMS STREET FL 10 NEW YORK,NY10038	13-1644147	501(C)(3)	10,000	HUMAN RIGHTS
(192) POLARIS INSTITUTE USA 1901 OLYMPIC BLVD STE 200 WALNUT CREEK,CA94596	74-3099465	501(C)(3)	25,000	HUMAN RIGHTS
(193) POLITICAL RESEARCH ASSOCIATES 1310 BROADWAY STE 201 SOMERVILLE,MA021441731	36-3193323	501(C)(3)	15,000	DEMOCRACY
(194) POWER SHIFT NETWORK 1875 CONNECTICUT AVE NW WASHINGTON,DC20009	45-5616367	501(C)(3)	32,500	HUMAN RIGHTS
(195) PROGEORGIA STATE TABLE 1530 DEKALB AVENUE SUITE A ATLANTA,GA30307	46-1064042	501(C)(3)	13,200	DEMOCRACY
(196) PROGRESS FLORIDA EDUCATION INSTITUTE 1010 CENTRAL AVE 209 ST PETERSBURG,FL33705	45-4469756	501(C)(3)	5,000	FAIR COURTS
(197) PROGRESS FLORIDA EDUCATION INSTITUTE 1010 CENTRAL AVE 209 ST PETERSBURG,FL33705	45-4469756	501(C)(3)	30,000	FAIR COURTS
(198) PROGRESS TEXAS INSTITUTE 501 N IH 35 AUSTIN,TX78702	61-1639490	501(C)(3)	25,000	HUMAN RIGHTS
(199) PROGRESSIVE MARYLAND EDUCATION FUND 33 UNIVERSITY BLVD E SILVER SPRING,MD20901	03-0401249	501(C)(3)	35,000	DEMOCRACY
(200) PROJECT PROSPER 2815 EDWARDS AVE S SAINT PETERSBURG,FL33705	45-0491407	501(C)(3)	51,818	HUMAN RIGHTS
(201) PROJECT SOUTH THE INSTITUTION FOR THE ELIMINATION POVERTY & GENOCIDE 9 GAMMON AVE ATLANTA,GA30315	58-1956686	501(C)(3)	37,000	HUMAN RIGHTS
(202) PROMISE OF JUSTICE INITIATIVE 636 BARONNE STREET NEW ORLEANS,LA70113	46-1307037	501(C)(3)	70,000	HUMAN RIGHTS
(203) PROTEUS ACTION LEAGUE 15 RESEARCH DR STE B AMHERST,MA01002	22-3888268	501(C)(4)	665,523	HUMAN RIGHTS
(204) PROVIDENCE YOUTH STUDENT MOVEMENT 669 ELMWOOD AVE BOX 16 SUITE B7 PROVIDENCE,RI029073363	65-1224536	501(C)(3)	12,000	HUMAN RIGHTS
(205) PUBLIC CITIZENS FOUNDATION INC 1600 20TH STREET NW WASHINGTON,DC20009	52-1263996	501(C)(3)	25,000	HUMAN RIGHTS
(206) PUBLIC POLICY AND EDUCATION FUND OF NEW YORK 94 CENTRAL AVENUE ALBANY,NY12206	13-3364209	501(C)(3)	40,000	DEMOCRACY
(207) PUBLIC POLICY AND EDUCATION FUND OF NEW YORK 94 CENTRAL AVENUE ALBANY,NY12206	13-3364209	501(C)(3)	65,000	GENERAL SUPPORT
(208) PUENTE HUMAN RIGHTS MOVEMENT PO BOX 21837 PHOENIX,AZ850361837	45-3697690	501(C)(3)	25,000	GENERAL SUPPORT
(209) RACE FORWARD 150 BROADWAY SUITE 303 NEW YORK,NY10038	94-2759879	501(C)(3)	10,000	HUMAN RIGHTS
(210) REFUGEE & IMMIGRANT CENTER FOR EDUCATION & LEGAL SERVICES 5121 CRESTWAY DR SUITE 105 SAN ANTONIO,TX78239	74-2436920	501(C)(3)	10,000	HUMAN RIGHTS
(211) REGENTS OF THE UNIVERSITY OF CALIFORNIA AT BERKELEY UC BERKELEY SCHOOL OF LAW POLICY ADVOCACY CLINIC BERKELEY,CA94720	94-6002123	501(C)(3)	25,000	HUMAN RIGHTS
(212) REPAIRERS OF THE BREACH 2105 NORTH WILLIAMS STREET GOLDSBORO,NC27530	46-3332424	501(C)(3)	7,500	HUMAN RIGHTS
(213) RESIST PO BOX 301240 BOSTON,MA02130	04-2433182	501(C)(3)	22,500	HUMAN RIGHTS
(214) RESTAURANT OPPORTUNITIES CENTERS ROC UNITED 275 SEVENETH AVE SUITE 1703 NEW YORK,NY10001	01-0939141	501(C)(3)	50,250	HUMAN RIGHTS
(215) RETHINK MEDIA 2039 SHATTUCK AVE STE 401 BERKELEY,CA94704	46-2005479	501(C)(3)	332,000	GENERAL
(216) RETHINK MEDIA 2039 SHATTUCK AVE STE 401 BERKELEY,CA94704	46-2005479	501(C)(3)	405,000	DEMOCRACY
(217) RETHINK MEDIA 2039 SHATTUCK AVE STE 401 BERKELEY,CA94704	46-2005479	501(C)(3)	425,000	HUMAN RIGHTS
(218) RIGHT TO THE CITY ALLIANCE 388 ATLANTIC CITY AVE BROOKLYN,NY11217	94-3462187	501(C)(3)	25,000	HUMAN RIGHTS
(219) ROCKWOOD LEADERSHIP INSTITUTE 1212 BROADWAY SUITE 700 OAKLAND,CA94612	72-1552165	501(C)(3)	265,000	DEMOCRACY
(220) RUTGERS UNIVERSITY FOUNDATION 160 RYDERS LANE NEW BRUNSWICK,NJ08901	23-7318742	501(C)(3)	100,000	HUMAN RIGHTS
(221) RUTH ELLIS CENTER 77 VICTOR STREET HIGHLAND PARK,MI48203	38-3501697	501(C)(3)	60,000	HUMAN RIGHTS
(222) SAN DIEGO ORGANIZING PROJECT 4305 UNIVERSITY AVENUE SUITE 530 SAN DIEGO,CA92105	95-3284521	501(C)(3)	5,000	HUMAN RIGHTS
(223) SCHAGHTICOKE FIRST NATIONS INC 4 DINEEN RD MILLBROOK,NY12545	47-4752692	501(C)(3)	25,000	HUMAN RIGHTS
(224) SERVICES & IMMIGRANT RIGHTS & EDUCATION NETOWRK 1415 KOLL CIRCLE SUITE 108 SAN JOSE,CA95112	77-0487468	501(C)(3)	20,000	HUMAN RIGHTS
(225) SIGHTLINE INSTITUTE 1402 3RD AVE SUITE 500 SEATTLE,WA98101	52-1833599	501(C)(3)	30,000	DEMOCRACY
(226) SIKH COALITION 50 BROAD STREET SUITE 504 NEW YORK,NY10004	22-3834037	501(C)(3)	47,295	HUMAN RIGHTS
(227) SIRAT CHICAGO 4572 S LAKE PARK AVE CHICAGO,IL60653	47-4847984	501(C)(3)	25,000	HUMAN RIGHTS
(228) SISTER SONG 1237 RALPH DAVID ABERNATHY BLVD ATLANTA,GA30310	51-0544927	501(C)(3)	125,000	HUMAN RIGHTS
(229) SOCIAL AND ENVIORNMENTAL ENTREPRENEURS INC 23532 CALABASAS ROAD SUITE A CALABASAS,CA91302	95-4116679	501(C)(3)	36,636	HUMAN RIGHTS
(230) SOCIAL GOOD FUND PO BOX 5473 RICHMOND,CA94805	46-1323531	501(C)(3)	10,000	DEMOCRACY
(231) SOCIAL JUSTICE FUND NORTHWEST 1094 3RD AVE SUITE 806 SEATTLE,WA98101	91-1036971	501(C)(3)	35,000	HUMAN RIGHTS
(232) SOLIDAGO FOUNDATION 150 MAIN ST 24 NORTHAMPTON,MA01060	20-2963670	501(C)(3)	55,000	HUMAN RIGHTS
(233) SOUL 2 SOUL PO BOX7632 DENVER,CO80207	81-1006094	501(C)(3)	5,000	HUMAN RIGHTS
(234) SOUL SISTERS LEADERSHIP COLLECTIVE INC 6360 NE 4TH CT MIAMI,FL33138	47-3108951	501(C)(3)	25,000	HUMAN RIGHTS
(235) SOUTH ASIAN AMERICANS LEADING TOGETHER 6930 CARROLL AVENUE SUITE 506 TAKOMA PARK,MD20912	52-2216665	501(C)(3)	10,000	HUMAN RIGHTS
(236) SOUTH ASIAN AMERICANS LEADING TOGETHER 6930 CARROLL AVENUE SUITE 506 TAKOMA PARK,MD20912	52-2216665	501(C)(3)	60,000	DEMOCRACY
(237) SOUTHERN CENTER FOR HUMAN RIGHTS 83 POPULAR STREET ATLANTA,GA30303	62-1025326	501(C)(3)	7,000	DEMOCRACY
(238) SOUTHERN POVERTY LAW CENTER 400 WASHINGTON AVE MONTGOMERY,AL36104	63-0598743	501(C)(3)	10,000	HUMAN RIGHTS
(239) SOUTHERN VISION ALLIANCE 1410 W CHAPEL HILL STREET DURHAM,NC27701	61-1639641	501(C)(3)	67,500	HUMAN RIGHTS
(240) SOUTHSIDERS ORGANIZED FOR UNITY AND LIBERATION 11211 S ST LAWRENCE CHICAGO,IL60628	36-4174590	501(C)(3)	18,000	DEMOCRACY
(241) SPIRIT IN ACTION PO BOX 446 HAYDENVILLE,MA01039	38-3655028	501(C)(3)	5,000	DEMOCRACY
(242) STAND FOR ART FOUNDATION 2541 WINDBREAK DR ALEXANDRIA,VA22306	27-1207295	501(C)(3)	7,500	HUMAN RIGHTS
(243) SUSTAINABLE ECONOMIES LAW CENTER 1428 FRANKLIN STREET OAKLAND,CA94612	46-2210531	501(C)(3)	25,000	HUMAN RIGHTS
(244) SUSTAINABLE MARKETS FOUNDATION 45 WEST 36TH STREET SIXTH FLOOR NEW YORK,NY10018	13-4188834	501(C)(3)	7,500	DEMOCRACY
(245) TACOMA ART MUSEUM TACOMA WA 1701 PACIFIC AVE TACOMA,WA98402	91-0697444	501(C)(3)	10,000	HUMAN RIGHTS
(246) TAKE ACTION MINNESOTA EDUCATION FUND 705 RAYMOND AVENEUE 100 ST PAUL,MN55114	41-1635130	501(C)(3)	5,000	HUMAN RIGHTS
(247) TEACHING FOR CHANGE 1832 11TH STREET NW WASHINGTON,DC20001	52-1616482	501(C)(3)	10,000	HUMAN RIGHTS
(248) TENANTS TOGETHER 474 VALENCIA 156 SAN FRANCISCO,CA94103	26-1777917	501(C)(3)	10,000	HUMAN RIGHTS
(249) TENNESSEE IMMIGRANT AND REFUGEE RIGHTS COALITION 2195 NOLENSVILLE PIKE NASHVILLE,TN37211	20-0121100	501(C)(3)	6,000	HUMAN RIGHTS
(250) THE ARAB AMERICAN INSTITUTE FOUNDATION 1600 K NW SUITE 601 WASHINGTON,DC20006	52-1959306	501(C)(3)	55,000	HUMAN RIGHTS
(251) THE CITY UNIVERSITY OF NEW YORK SCHOOL OF LAW FOUNDATION 2 COURT SQUARE LONG ISLAND CITY,NY11101	11-3235349	501(C)(3)	28,000	HUMAN RIGHTS
(252) THE COALITION OF IMMOKALEE WORKERS INC 110 S 2ND STREET IMMOKALEE,FL34142	65-0641010	501(C)(3)	15,000	HUMAN RIGHTS
(253) THE FLORENCE IMMIGRANT AND REFUGEE RIGHTS PROJECT 738 N 5TH AVENUE SUITE 103 TUCSON,AZ85795	86-0658103	501(C)(3)	25,000	HUMAN RIGHTS
(254) THE PRAXIS PROJECT 1001 CONNECTICUT AVE NW STE 201 WASHINGTON,DC20036	30-0044814	501(C)(3)	51,000	HUMAN RIGHTS
(255) THE PRAXIS PROJECT 1001 CONNECTICUT AVE NW STE 201 WASHINGTON,DC20036	30-0044814	501(C)(3)	15,000	DEMOCRACY
(256) THE VOTER PARTICIPATION CENTER 1707 L STREET NW 300 WASHINGTON,DC20036	55-0889748	501(C)(3)	900,000	DEMOCRACY
(257) THE WATERSHED CENTER 44 KAYE RD MILLERTON,NY125465026	36-4624060	501(C)(3)	55,400	HUMAN RIGHTS
(258) TIDES CENTER 1014 TORNEY AVENUE SAN FRANCISCO,CA941291755	94-3213100	501(C)(3)	80,000	HUMAN RIGHTS
(259) TIDES CENTER 1014 TORNEY AVENUE SAN FRANCISCO,CA941291755	94-3213100	501(C)(3)	15,000	DEMOCRACY
(260) TIDES THE PRESIDIO PO BOX 29907 SAN FRANCISCO,CA94129	51-0198509	501(C)(3)	37,500	DEMOCRACY
(261) TIDES THE PRESIDIO PO BOX 29907 SAN FRANCISCO,CA94129	51-0198509	501(C)(3)	40,000	HUMAN RIGHTS
(262) TRANS UNITED 1624 14TH ST NW WASHINGTON,DC20009	26-3728794	501(C)(3)	8,000	HUMAN RIGHTS
(263) TRANSGENDER LAW CENTER PO BOX 70976 OAKLAND,CA94612	05-0544006	501(C)(3)	42,500	HUMAN RIGHTS
(264) TRANSLATINA NETOWRK INC 137 W 19TH STREET 2ND FLOOR NEW YORK,NY10011	47-4807380	501(C)(3)	5,000	HUMAN RIGHTS
(265) UNITED TERRITORIES OF PACIFIC ISLANDERS ALLIANCE UTOPIA SEATTLE PO BOX 68206 SEATTLE,WA98168	61-1668192	501(C)(3)	21,818	HUMAN RIGHTS
(266) UNITED VISION FOR IDAHO 1912 W JEFFERSON STREET BOISE,ID83702	82-0481853	501(C)(3)	10,000	HUMAN RIGHTS
(267) UNITED WE DREAM NETWORK 1900 L STREET NW SUITE 900 WASHINGTON,DC20036	46-2216565	501(C)(3)	36,100	HUMAN RIGHTS
(268) UNIVERSITY OF SOUTHERN CALIFORNIA UNIVERSITY OF SOUTHERN CALIFORNIA LOS ANGELES,CA90089	95-1642394	501(C)(3)	40,000	DEMOCRACY
(269) UPTOWN PEOPLES LAW CENTER 4413 N SHERIDAN RD CHICAGO,IL60640	36-3060933	501(C)(3)	6,818	HUMAN RIGHTS
(270) URBAN SURVIVORS UNION 1114 GROVE STREET GREENSBORO,NC27403	46-3129789	501(C)(3)	21,818	HUMAN RIGHTS
(271) URGENT ACTION FUND FOR WOMENS HUMAN RIGHTS 660 13TH ST SUITE 200 OAKLAND,CA94612	03-0419743	501(C)(3)	75,000	HUMAN RIGHTS
(272) VOTER REGISTRATION PROJECT 1725 DESALES STREET NW STE 650 WASHINGTON,DC20036	26-4802468	501(C)(3)	3,500,000	DEMOCRACY
(273) VOTO LATINO PO BOX 35608 WASHINGTON,DC20033	20-1350252	501(C)(3)	15,000	DEMOCRACY
(274) W HAYWOOD BURNS INSTITUTE 475 14TH STREET SUITE 800 OAKLAND,CA94612	81-0594086	501(C)(3)	21,818	HUMAN RIGHTS
(275) WASHINGTON COMMUNITY ACTION NETWORK EDUCATION & RESEARCH FUND 1806 E YESLER WAY SEATTLE,WA98122	91-1259403	501(C)(3)	25,000	DEMOCRACY
(276) WASHGINTON PEACE CENTER PO BOX 50032 WASHINGTON,DC20091	52-0810472	501(C)(3)	21,818	HUMAN RIGHTS
(277) WASHINGTON PROGRESS FUND 1402 3RD AVENUE SUITE 201 SEATTLE,WA98101	26-2868934	501(C)(3)	5,000	DEMOCRACY
(278) WAVES AHEAD CORP 250 FORTALEZA STREET SAN JUAN,PR00901	66-0886812	501(C)(3)	7,500	HUMAN RIGHTS
(279) WELLSTONE ACTION FUND 2446 UNIVERSITY AVENUE WEST SUITE 170 ST PAUL,MN55114	35-2191193	501(C)(3)	293,000	DEMOCRACY
(280) WEST FUND PO BOX 920088 EL PASO,TX79902	04-3236982	501(C)(3)	35,000	HUMAN RIGHTS
(281) WESTERN ORGANIZATION OF RESOURCE COUNCILS EDUCATION PROJECT 220 S 27TH STREET SUITE B BILLINGS,MT59101	84-1123481	501(C)(3)	25,000	HUMAN RIGHTS
(282) WILLIAM J BRENNAN JR CENTER FOR JUSTICE 120 BROADWAY STE 1750 NEW YORK,NY10271	13-3839293	501(C)(3)	95,000	DEMOCRACY
(283) WIN WIN NETWORK 1402 3RD AVE SUITE 201 SEATTLE,WA98101	32-0419998	501(C)(3)	25,000	DEMOCRACY
(284) WOMEN WITH A VISION 1226 N BROAD STREET NEW ORLEANS,LA70119	72-1202185	501(C)(3)	26,818	HUMAN RIGHTS
(285) WOMENS EARTH AND CLIMATE CAUCUS 20 SUNNYSIDE AVE A438 MILL VALLEY,CA94941	37-1702450	501(C)(3)	25,000	HUMAN RIGHTS
(286) WORKERS CENTER FOR RACIAL JUSTICE NFP 2929 SWABASH AVE SUITE 203 CHICAGO,IL60616	45-4461270	501(C)(3)	7,500	DEMOCRACY
(287) YAKIMA VALLEY COMMUNITY FOUNDATION 111 UNIVERSITY PARKWAY SUITE 102 YAKIMA,WA98901	20-0697012	501(C)(3)	5,000	HUMAN RIGHTS
(288) YEMENI AMERCAN MERCHANTS ASSOCIATIONS 6740 5TH AVENUE BROOKLYN,NY11220	82-3539502	501(C)(3)	15,000	HUMAN RIGHTS
(289) YOUNG WOMEN UNITED 309 GOLD AVE SW ALBUQUERQUE,NM87102	85-0481224	501(C)(3)	100,000	HUMAN RIGHTS
(290) SPIRIT OF PEACE UNITED CHURCH OF CHRIST 6509 S CLIFF AVE SIOUX FALLS,SD57108	13-1957221	501(C)(3)	30,000	HUMAN RIGHTS
(291) WESTERN STATES CENTER INC PO BOX 40305 PORTLAND,OR97240	93-0952137	501(C)(3)	15,000	DEMOCRACY
(292) WILLIAMETTE VALLEY LAW PROJECT 300 YOUNG STREET WOODBURN,OR97071	93-0687718	501(C)(3)	15,000	GENERAL

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

288

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2018

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance	(b) Number of recipients	(c) Amount of cash grant	(d) Amount of noncash assistance	(e) Method of valuation (book, FMV, appraisal, other)	(f) Description of noncash assistance

(1)
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.

Return Reference

Explanation

PART I, LINE 2:

PROTEUS FUND'S GRANTMAKING PROGRAMS FOCUS ON STRATEGY DEVELOPMENT, IDENTIFYING AND CONDUCTING DUE DILLIGENCE ON GRANTEES, AWARDING GRANTS, AND ENGAGING IN ONGOING SUPPORT TO AND COMMUNICATION WITH GRANTEES. WE HAVE STRONG GOVERNANCE, ACCOUNTING, AND LEGAL SYSTEMS IN PLACE TO MANAGE THE FUNDS ENTRUSTED TO PROTEUS FUND BY DONOR PARTNERS AND ENSURE LEGAL COMPLIANCE AND MAXIMUM IMPACT ON OUR SHARED MISSION.

Schedule I (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2018

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1PAUL DI DONATO PRESIDENT & CEO	(i) (ii)	215,249 ------------- 0	0 ------------- 0	0 ------------- 0	15,614 ------------- 0	16,654 ------------- 0	247,517 ------------- 0	0 ------------- 0
2JILL PRICE MARSHALL CHIEF OPERATING OFFICER	(i) (ii)	163,043 ------------- 0	0 ------------- 0	0 ------------- 0	11,443 ------------- 0	30,345 ------------- 0	204,831 ------------- 0	0 ------------- 0
3MICHAEL JARVIS PROGRAM DIRECTOR - TAI	(i) (ii)	206,398 ------------- 0	0 ------------- 0	0 ------------- 0	14,448 ------------- 0	33,369 ------------- 0	254,215 ------------- 0	0 ------------- 0
4RICHARD KIRSCH PROGRAM DIRECTOR - OUR STO	(i) (ii)	171,118 ------------- 0	0 ------------- 0	0 ------------- 0	757 ------------- 0	5,894 ------------- 0	177,769 ------------- 0	0 ------------- 0
5MONA L CHUN PROGRAM DIRECTOR - HRFN	(i) (ii)	146,270 ------------- 0	0 ------------- 0	0 ------------- 0	600 ------------- 0	29,870 ------------- 0	176,740 ------------- 0	0 ------------- 0
6MELISSA S SPATZ EXECUTVE DIRECTOR - PIPER	(i) (ii)	131,273 ------------- 0	0 ------------- 0	0 ------------- 0	9,199 ------------- 0	21,123 ------------- 0	161,595 ------------- 0	0 ------------- 0
7NANDINI MERZ PROGRAM DIRECTOR - COLOMBE	(i) (ii)	129,477 ------------- 0	0 ------------- 0	0 ------------- 0	9,077 ------------- 0	30,965 ------------- 0	169,519 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2018

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 4A	PAID SEVERANCE DUE TO POSITION ELIMINATION.

Schedule J (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.
Right pointing arrow large image

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	7	303,382	FMV
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( )
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for the entire holding period? ...................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any nonstandard contributions?

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 51227J

Schedule M (Form 990) (2018)

Page 2

Part II

Supplemental Information. Provide the information required by Part I, lines 30b, 32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Return Reference	Explanation

Schedule M (Form 990) (2018)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 4	THE GOVERNING DOCUMENTS HAVE BEEN CHANGED TO SPECIFY THE COMPOSITION AND TENURE OF THE BODY'S VOTING MEMBERS BY ADDING THE CHAIR OF THE BOARD OF THE AFFILIATED C4 TO SERVE EX-OFFICIO AS A VOTING DIRECTOR OF THE CORPORATION, LIMITING THE DIRECTORS TO 3 TERMS, RESTRICTING THE CHAIR FROM ALSO BEING THE VICE CHAIR, SETTING THE TERM FOR THE OFFICERS TO ONE YEAR AND MODIFYING THE EXECUTIVE COMMITTEE TO CONSIST OF ALL EXECUTIVE OFFICERS.
FORM 990, PART VI, SECTION B, LINE 11B	REVIEW PROCESS OF 990 PREPARED BY AN INDEPENDENT CPA REVIEWED BY SENIOR STAFF, REVIEWED BY COUNSEL, REVIEWED BY THE BOARD CHAIR AND TREASURER, AND PROVIDED TO THE FULL BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 12C	THE ORGANIZATION HAS A WRITTEN CONFLICTS POLICY AND EACH BOARD MEMBER IS REQUIRED TO SIGN ANNUAL STATEMENTS.
FORM 990, PART VI, SECTION B, LINE 15	THE PRESIDENT/EXECUTIVE DIRECTOR REVIEWS THE WORK PLAN OF OTHER KEY EMPLOYEES AND SUBMITS RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE OF THE BOARD FOR APPROVAL. THE PROCESS IS DRIVEN BY THE BUDGET APPROVED BY THE BOARD.
FORM 990, PART VI, SECTION C, LINE 19	FINANCIAL STATEMENTS AND GOVERNING DOCUMENTS ARE AVAILABLE UPON A WRITTEN REQUEST AND REVIEWED ON A CASE BY CASE BASIS.
FORM 990, PART XII, LINE 2C:	THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

PROTEUS FUND INC

Employer identification number

04-3243004

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)PROTEUS ACTION LEAGUE 15 RESEARCH DRIVE SUITE B AMHERST,MA01002 22-3888268	SEE ATTACHED SCHEDULE	DC	501(C)(4)		N/A		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2018

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2018

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

Yes

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

Yes

o Sharing of paid employees with related organization(s) ............................

Yes

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) PROTEUS ACTION LEAGUE	B	665,523	FMV
(2) PROTEUS ACTION LEAGUE	N	1,518	FMV
(3) PROTEUS ACTION LEAGUE	Q	46,789	FMV
(4) PROTEUS ACTION LEAGUE	O	143,984	FMV

Schedule R (Form 990) 2018

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2018

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2018

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	30,247,132	30,212,641
9	Program service revenue (Part VIII, line 2g) .........	1,483,363	2,214,960
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	152,998	287,601
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	31,883,493	32,715,202
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	14,539,835	15,919,014
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	5,782,036	6,688,441
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 1,161,012
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	5,552,015	7,338,515
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	25,873,886	29,945,970
19	Revenue less expenses. Subtract line 18 from line 12.......	6,009,607	2,769,232
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	20,238,891	29,981,209
21	Total liabilities (Part X, line 26).............	843,194	1,438,850
22	Net assets or fund balances. Subtract line 21 from line 20.....	19,395,697	28,542,359

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 18,886,189 including grants of $ 15,919,014 ) (Revenue $ 2,214,960 )
	PROTEUS FUND SPECIALIZES IN CONNECTING ENGAGED, MISSION-ALIGNED FUNDERS TO EACH OTHER THROUGH DONOR COLLABORATIVES. ADDITIONALLY, WE STAFF, MANAGE, AND OFFER STRATEGIC GUIDANCE TO FAMILY FOUNDATIONS; OFFER FISCAL SPONSORSHIP TO DYNAMIC SOCIAL JUSTICE INITIATIVES ALIGNED WITH OUR MISSION AND VALUES; AND OFFER DONOR AND GROUP ADVISED FUNDS TO PROJECTS AND PHILANTHROPISTS WORKING TO ADVANCE DEMOCRACY, HUMAN RIGHTS, AND PEACE.

4b	(Code: ) (Expenses $ 4,886,547 including grants of $ ) (Revenue $ )
	PIPER FUND IS A DONOR COLLABORATIVE THAT UNITES INDIVIDUAL DONORS AND FOUNDATIONS TO DEFEND DEMOCRATIC INSTITUTIONS AND THE RULE OF LAW, INCLUDING DIMINISHING THE INFLUENCE OF CORPORATE AND SPECIAL INTEREST MONEY ON OUR POLITICAL AND JUDICIAL SYSTEMS.

4c	(Code: ) (Expenses $ 2,899,626 including grants of $ ) (Revenue $ )
	RISE TOGETHER FUND BOLSTERS THE CRITICAL WORK OF MUSLIM, ARAB, AND SOUTH ASIAN (MASA) INDIVIDUALS, ORGANIZATIONS AND COMMUNITIES TO DEFEND AND UPHOLD THE RIGHTS OF THEIR COMMUNITIES, LEADING TO INCLUSION IN A JUST, EQUITABLE, MULTI-RACIAL DEMOCRACY..

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses26,672,362

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,271,388	0	253,004

(A) Name and business address	(B) Description of services	(C) Compensation
CLIFTONLARSONALLEN LLP PO BOX 829709 PHILADELPHIA,PA191829709	ACCOUNTING	424,843
CAPACITY BUILDING AND POLICY EXPERTS 602 PEBBLE CREEK COURT PENNINGTON,NJ08534	SOLIDAIRE CONTRACTOR	119,791



2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 2

1	Briefly describe the organization’s mission or most significant activities: PROTEUS FUND IS A PUBLIC CHARITY THAT PARTNERS WITH FOUNDATIONS, ADVOCATES AND INDIVIDUAL DONORS TO ADVANCE DEOCRACY, HUMAN RIGHTS, AND PEACE.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	10
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	74
6	Total number of volunteers (estimate if necessary) .............	6	19
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) NANDINI MERZ........................................................................ PROGRAM DIRECTOR - COLOMBE	50.00 .......................	X	129,477	0	40,042

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f	30,212,641

g	Noncash contributions included in lines 1a - 1f:$ 302,382
h Total. Add lines 1a-1f.......		30,212,641

		Business Code
2a	ADMINISTRATIVE INCOME	561499	2,022,039	2,022,039
b	OTHER INCOME	561499	192,921	192,921
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f ....		2,214,960

3 Investment income (including dividends, interest, and othersimilar amounts) ......			263,571			263,571
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		351,164
b	Less: cost or other basis and sales expenses		327,134
c	Gain or (loss)		24,030
d	Net gain or (loss).....			24,030			24,030
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			32,715,202	2,214,960	0	287,601

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21	15,812,524	15,812,524
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.	106,490	106,490
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	584,554	354,452	230,102
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	4,438,812	3,101,660	635,968	701,184
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	187,744	132,820	23,959	30,965
9	Other employee benefits .......	1,161,725	809,179	182,035	170,511
10	Payroll taxes ...........	315,606	218,332	53,336	43,938
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	30,133	25,353	4,780
c	Accounting ...........	92,590	42,829	47,523	2,238
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	4,197		4,197
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	1,201,803	818,756	358,941	24,106
12	Advertising and promotion ....	26,525	16,976	7,427	2,122
13	Office expenses .......	429,172	268,038	125,338	35,796
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	293,598	196,711	88,079	8,808
17	Travel ............	1,234,212	1,049,082	123,420	61,710
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	16,870		16,870
23	Insurance ...	64,133	39,762	19,240	5,131
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	CONSULTANTS	3,606,631	3,362,210	171,269	73,152
b	BAD DEBT	250,000	250,000
c	MEMBERSHIPS AND SUBSCRI	61,636	43,145	18,491
d	RESEARCH AND EVALUATION	27,015	24,043	1,621	1,351
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	29,945,970	26,672,362	2,112,596	1,161,012
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			3,786,243	1	8,395,460
2	Savings and temporary cash investments .........			10,957,915	2	9,696,368
3	Pledges and grants receivable, net ......			3,056,321	3	9,337,457
4	Accounts receivable, net .............				4
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
					6
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......			87,539	9	83,513
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	80,051
b	Less: accumulated depreciation	10b	36,044	60,877	10c	44,007
11	Investments—publicly traded securities .			2,289,996	11	2,424,404
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........				15
16	Total assets. Add lines 1 through 15 (must equal line 34)...			20,238,891	16	29,981,209

17	Accounts payable and accrued expenses .....	843,194	17	1,438,850
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D		25
26	Total liabilities. Add lines 17 through 25..	843,194	26	1,438,850

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	3,697,461	27	4,366,235
28	Temporarily restricted net assets ...........	15,373,814	28	23,876,460
29	Permanently restricted net assets	324,422	29	299,664
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	19,395,697	33	28,542,359
34	Total liabilities and net assets/fund balances ........	20,238,891	34	29,981,209

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes,"the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organization may be required to separately file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A; don't file with Form 990). . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If “Yes,” the organization may be required to file Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621) .	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships (see Instructions for Form 8865). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to separately file Form 5713, International Boycott Report (see Instructions for Form 5713; don't file with Form 990).. . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No