Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
T GARY AND KATHLEEN ROGERS PRIVATE
FAMILY FOUNDATION
Number and street (or P.O. box number if mail is not delivered to street address)10 CLAY STREET NO 200
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
OAKLAND, CA94607
A Employer identification number

65-1202020
B Telephone number (see instructions)

(510) 899-7900
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$77,525,947J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 512,628 1,253,698  
5a Gross rents............ 696,000 696,000  
b Net rental income or (loss) 696,000
6a Net gain or (loss) from sale of assets not on line 10 -41,240
b Gross sales price for all assets on line 6a 12,515,220
7 Capital gain net income (from Part IV, line 2)... 12,436,701
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 2,445 229,257  
12 Total. Add lines 1 through 11........ 1,169,833 14,615,656  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 418,384 0   418,384
14 Other employee salaries and wages...... 817,619 0   817,619
15 Pension plans, employee benefits....... 198,595 0   202,763
16a Legal fees (attach schedule)......... Click to see attachment 57,952 0   81,836
b Accounting fees (attach schedule)....... Click to see attachment 179,536 74,459   80,812
c Other professional fees (attach schedule).... Click to see attachment 140,057 0   136,809
17 Interest............... 168,711 168,711   0
18 Taxes (attach schedule) (see instructions)... Click to see attachment 7,233 7,223   10
19 Depreciation (attach schedule) and depletion... 881,426 870,159  
20 Occupancy.............. 140,968 10,646   168,077
21 Travel, conferences, and meetings....... 61,921 0   63,631
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 360,769 594,457   57,386
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 3,433,171 1,725,655   2,027,327
25 Contributions, gifts, grants paid....... 4,319,896 3,269,148
26 Total expenses and disbursements. Add lines 24 and 25 7,753,067 1,725,655   5,296,475
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -6,583,234
b Net investment income (if negative, enter -0-) 12,890,001
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 590,522 2,334,696 2,334,696
2 Savings and temporary cash investments......... 1,118,623 2,027,197 2,027,197
3 Accounts receivable bullet139,215
Less: allowance for doubtful accounts bullet   224,583 139,215 139,215
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 123,416 159,192 159,192
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 0 Click to see attachment23,306,349 23,306,349
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 69,266,888 Click to see attachment36,318,969 36,318,969
14 Land, buildings, and equipment: basis bullet21,495,769
Less: accumulated depreciation (attach schedule) bullet8,255,440 14,199,700 Click to see attachment13,240,329 13,240,329
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 85,523,732 77,525,947 77,525,947
Liabilities 17 Accounts payable and accrued expenses.......... 76,139 72,291
18 Grants payable................. 1,845,653 2,932,053
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)...... 5,120,000 5,120,000
22 Other liabilities (describe bullet) Click to see attachment162,000 Click to see attachment116,122
23 Total liabilities (add lines 17 through 22)......... 7,203,792 8,240,466
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 78,319,940 69,285,481
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 78,319,940 69,285,481
31 Total liabilities and net assets/fund balances (see instructions). 85,523,732 77,525,947
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
78,319,940
2
Enter amount from Part I, line 27a .....................
2
-6,583,234
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
71,736,706
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
2,451,225
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
69,285,481
Form 990-PF (2018)
Form 990-PF (2018)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a OFFICE FURNITURE P 2017-01-31 2018-12-31
b CAPITAL GAINS FROM ROCKY ROAD FOUNDATION PARTNERSHIP P 2018-01-01 2018-12-31
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 22,450   78,519 -56,069
b 12,492,770     12,492,770
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       -56,069
b       12,492,770
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 12,436,701
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2017 1,533,673 70,033,677 0.021899
2016 3,378,302 64,600,449 0.052295
2015 1,712,829 61,655,902 0.027780
2014 1,552,473 76,329,588 0.020339
2013 1,875,466 72,532,547 0.025857
2
Total of line 1, column (d) .....................
2
0.148170
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.029634
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
38,737,041
5
Multiply line 4 by line 3......................
5
1,147,933
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
128,900
7
Add lines 5 and 6........................
7
1,276,833
8
Enter qualifying distributions from Part XII, line 4,.............
8
5,296,475
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 128,900
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 128,900
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 128,900
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 132,103
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 132,103
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 3,203
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet3,203 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions Click to see attachment.............
    11
    Yes
     
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletROGERSFOUNDATION.ORG
    14
    The books are in care ofbulletKATHLEEN ROGERS Telephone no.bullet (510) 899-7900

    Located atbullet10 CLAY STREET STE 200OAKLANDCA ZIP+4bullet94607
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2018, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2018 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2018.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    KATHLEEN ROGERS DIRECTOR
    1.00     		0 0 0
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    BRIAN K ROGERS CEO AND BOARD SECRETARY
    40.00     		176,012 14,869 24,497
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    RHONNEL S SOTELO EXECUTIVE DIRECTOR
    40.00     		242,372 10,920 26,109
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    GREGORY D KLEIN SENIOR DIR, INNOVATI
    40.00     		116,103 7,785 27,074
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    DANA A WELLHAUSEN SENIOR DIR OF STRATE
    40.00     		127,601 7,986 11,152
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    BONNIE LOOK GRANT & PROGRAM OPER
    40.00     		101,602 5,979 16,975
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    SARA R LEVINE SENIOR PROGRAM OFFIC
    40.00     		103,356 6,063 7,246
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    CYNTHIA J SUTER SENIOR EXECUTIVE ASS
    40.00     		88,170 5,572 10,062
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    HOOD & STRONG LLP ACCOUNTING 104,085
    275 BATTERY ST STE 900
    SAN FRANCISCO,CA94111
    MANATT PHELPS & PHILLIPS LLP LEGAL 76,344
    11355 WEST OLYMPIC BLVD
    LOS ANGELES,CA90064
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    971,098
    b
    Average of monthly cash balances.......................
    1b
    1,738,471
    c
    Fair market value of all other assets (see instructions)................
    1c
    36,617,376
    d
    Total (add lines 1a, b, and c).........................
    1d
    39,326,945
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    39,326,945
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    589,904
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    38,737,041
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,936,852
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,936,852
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    128,900
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    128,900
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,807,952
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    22,450
    5
    Add lines 3 and 4............................
    5
    1,830,402
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,830,402
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    5,296,475
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    5,296,475
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    128,900
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    5,167,575
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 1,830,402
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 3,067,498
    b Total for prior years:20, 20, 20 0
    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........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 5,296,475
    a Applied to 2017, but not more than line 2a 3,067,498
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 1,830,402
    e Remaining amount distributed out of corpus 398,575
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 398,575
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		398,575
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018.... 398,575
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2018, enter the date of the ruling....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2018 (b) 2017 (c) 2016 (d) 2015
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    KATHLEEN ROGERS
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    APPLICATIONS ARE COMPLETED VIA OUR
    10 CLAY STREET STE 200
    OAKLAND,CA94607
    (510) 899-7900
    bThe form in which applications should be submitted and information and materials they should include:
    IF REQUIRED, APPLICATIONS ARE GENERALLY SUBMITTED ELECTRONICALLY THROUGH A GRANTEE PORTAL. GRANTEES PROVIDE INFORMATION ON THE PURPOSE OF THE GRANT, INTENDED OUTCOMES AND OUTPUTS, THE REQUESTED GRANT AMOUNT, AND A BUDGET.
    cAny submission deadlines:
    APPLICATIONS ARE DUE APRIL FOR OUR JUNE BOARD MEETING AND OCTOBER FOR OUR DECEMBER BOARD MEETING.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    EDUCATION STRATEGY GRANTS ARE FOCUSED ON NON-PROFITS THAT FOCUS ON SUPPORTING AND EDUCATION STUDENTS IN OAKLAND, CA. GRANTS OUTSIDE OF OUR STRATEGY ARE DIRECTED BY THE FAMILY AND DO NOT HAVE THE SAME LIMITATIONS. TO BE ELIGIBLE GRANT APPLICANTS MUST BE TAX-EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND NOT CLASSIFIED AS A PRIVATE FOUNDATION UNDER SECTION 509(A) OF THE CODE. POTENTIAL GRANTEES CAN ALSO SUBMIT APPLICATIONS THROUGH A SPONSORING ORGANIZATION IF THE SPONSOR HAS 501(C)(3) STATUS, IS NOT A PRIVATE FOUNDATION UNDER SECTION 509(A), AND PROVIDES CONFIRMATION OF ITS WILLINGNESS TO ACT AS THE FISCAL SPONSOR. AS DETERMINED BY THE FOUNDATION, A GRANT TO A FOR PROFIT CAN BE MADE EXERCISING EXPENDITURE RESPONSIBILITY IF THERE IS A CLEAR CHARITABLE PURPOSE. THE FOUNDATION DOES NOT FUND: I. SCHOLARSHIP FUNDS FOR INDIVIDUALS II. RESERVE FUNDS III. POLITICAL CAMPAIGNS OR LOBBYING EFFORTS IV. ONE-DAY OR SHORT-TERM EVENTS V. FUNDRAISING EVENTS
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    LIGHTHOUSE COMMUNITY CHARTER SCHOOLS
    444 HEGENBERGER ROAD
    OAKLAND,CA94621     		N/A PC GENERAL SUPPORT 4,280
    BOYS & GIRLS CLUBS OF OAKLAND
    PO BOX 18770
    OAKLAND,CA94619     		N/A PC GENERAL SUPPORT 5,000
    OAKLAND PUBLIC EDUCATION FUND
    PO BOX 71005
    OAKLAND,CA94312     		N/A PC GENERAL SUPPORT 13,093
    TANDEM PARTNERS IN EARLY LEARNING
    1275 FAIRFAX AVENUE SUITE 201
    SAN FRANCISCO,CA94124     		N/A PC GENERAL SUPPORT 5,000
    UNITED STATES ROWING ASSOCIATION
    2 WALL STREET
    PRINCETON,NJ08540     		N/A PC GENERAL SUPPORT 41,000
    EAST BAY ZOOLOGICAL SOCIETY
    PO BOX 5238
    OAKLAND,CA94605     		N/A PC GENERAL SUPPORT 5,000
    OAKLAND MUSEUM OF CALIFORNIA
    1000 OAK STREET
    OAKLAND,CA94607     		N/A PC GENERAL SUPPORT 5,000
    DONORSCHOOSE
    134 W 37 TH STREET FLOOR 11
    NEW YORK,NY10018     		N/A PC GENERAL SUPPORT 15,000
    ST ELIZABETH'S ELEMENTARY SCHOOL
    2121 HARRISON STREET
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 10,000
    EAST BAY COMMUNITY FOUNDATION
    200 FRANK H OGAWA PLAZA
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 3,067,498
    EDUCATE78
    2323 BROADWAY
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 15,000
    ASPIRE PUBLIC SCHOOLS
    1001 22ND AVENUE SUITE 200
    OAKLAND,CA94606     		N/A PC GENERAL SUPPORT 25,000
    CHILDREN'S FAIRYLAND
    699 BELLEVUE AVENUE
    OAKLAND,CA94610     		N/A PC GENERAL SUPPORT 2,000
    OAKLAND COMMUNITY ORGANIZATIONS
    5001 FOOTHILL BLVD
    OAKLAND,CA94601     		N/A PC GENERAL SUPPORT 10,000
    TRUE COLORS FUND
    311 W 43RD STREET 12TH FLOOR
    NEW YORK,NY10036     		N/A PC GENERAL SUPPORT 137
    BRISBANE EDUCATIONAL SUPPORT TEAM
    PO BOX 461
    BRISBANE,CA94005     		N/A PC GENERAL SUPPORT 305
    OLENTANGY RIVER ROWING CLUB
    4550 BROPHY ROAD
    HOWELL,MI48855     		N/A PC GENERAL SUPPORT 200
    NATIONAL EQUITY PROJECT
    1720 BROADWAY 4TH FLOOR
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 100
    INQUIRING SYSTEMS INC
    101 BROOKWOOD AVE 204
    SANTA ROSA,CA95404     		N/A PC GENERAL SUPPORT 50
    WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
    1108 BISSELL AVENUE
    RICHMOND,CA94801     		N/A PC GENERAL SUPPORT 250
    URBAN MONTESSORI CHARTER SCHOOL
    5328 BRANN STREET
    OAKLAND,CA94619     		N/A PC GENERAL SUPPORT 950
    OAKLAND SCHOOL OF THE ARTS
    530 18TH STREET
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 400
    LIGHTHOUSE SCHOOLS
    444 HEGENBERGER ROAD
    OAKLAND,CA94621     		N/A PC GENERAL SUPPORT 300
    NETWORK FOR GOOD DOROTHY DAY HOUSE
    1140 CONNECTICUT AVENUE NW SUITE
    700
    WASHINGTON,DC20036     		N/A PC GENERAL SUPPORT 263
    SHOWING UP FOR RACIAL JUSTICE
    12651 SAN PABLO AVENUE 5473
    RICHMOND,CA94801     		N/A PC GENERAL SUPPORT 250
    ARTSPAN
    934 BRANNAN STREET 2ND FLOOR
    SAN FRANCISCO,CA94103     		N/A PC GENERAL SUPPORT 250
    FOUNDATION FOR STUDENTS RISING ABOVE
    PO BOX 192492
    SAN FRANCISCO,CA94119     		N/A PC GENERAL SUPPORT 250
    OAKLAND LITERACY COALITION
    120 LINDENT STREET
    OAKLAND,CA94607     		N/A PC GENERAL SUPPORT 405
    OAKLAND PROMISE
    PO BOX 71005
    OAKLAND,CA94312     		N/A PC GENERAL SUPPORT 100
    SOCCER WITHOUT BORDERS
    9 WATERHOUSE STREET
    OAKLAND,CA02138     		N/A PC GENERAL SUPPORT 100
    IEARN
    475 RIVERSIDE DRIVE SUITE 450
    NEW YORK,NY10115     		N/A PC GENERAL SUPPORT 70
    NORTH OAKLAND COMMUNITY CHARTER SCHOOL
    1000 42ND STREET
    OAKLAND,CA94608     		N/A PC GENERAL SUPPORT 52
    KIVA
    875 HOWARD STREET SUITE 340
    SAN FRANCISCO,CA94103     		N/A PC GENERAL SUPPORT 50
    WOMEN'S BUILDING THE
    1140 CONNECTICUT AVENUE NW SUITE
    700
    WASHINGTON,DC20036     		N/A PC GENERAL SUPPORT 26
    AMERICAN FOUNDATION FOR SUICIDE PREVENTION
    120 WALL STREET 29TH FLOOR
    NEW YORK,NY10005     		N/A PC GENERAL SUPPORT 25
    LEANLAB
    3105 GILLHAM ROAD SUITE 200
    KANSAS CITY,MO64109     		N/A PC GENERAL SUPPORT 25
    PLAYING FOR CHANGE FOUNDATION
    171 PIER AVENUE 271
    SANTA MONICA,CA90405     		N/A PC GENERAL SUPPORT 25
    LA COCINA
    2948 FOLSOM STREET
    SAN FRANCISCO,CA94110     		N/A PC GENERAL SUPPORT 25
    CAMP PHOENIX
    39931 PARADA STREET B APT 6
    NEWARK,CA94560     		N/A PC GENERAL SUPPORT 100
    NORTH VALLEY ANIMAL DISASTER GROUP
    PO 441
    CHICO,CA95927     		N/A PC GENERAL SUPPORT 200
    CRISTO REY SAN JOSE JESUIT HIGH SCHOOL
    1389 E SANTA CLARA STREET
    SAN JOSE,CA95116     		N/A PC GENERAL SUPPORT 2,500
    FRIENDS OF THE OAKLAND PUBLIC LIBRARY
    721 WASHINGTO STREET
    OAKLAND,CA94607     		N/A PC GENERAL SUPPORT 263
    SMILE TRAIN
    633 THIRD STREET 9TH FLOOR
    NEW YORK,NY10017     		N/A PC GENERAL SUPPORT 250
    UC BERKELEY FOUNDATION
    1995 UNIVERSITY AVENUE SUITE 401
    BERKELEY,CA94704     		N/A PC GENERAL SUPPORT 150
    CENTER FOR REPRODUCTIVE RIGHTS
    199 WATER STREET 22ND FLOOR
    NEW YORK,NY10038     		N/A PC GENERAL SUPPORT 250
    CITIZENS FOR RESPONSIBILITY AND ETHICS IN WASHINGTON
    455 MASSACHUSETTS AVENUE NW 6TH
    FLOOR
    WASHINGTON,DC20001     		N/A PC GENERAL SUPPORT 250
    KQED
    2601 MARIPOSA STREET
    SAN FRANCISCO,CA94110     		N/A PC GENERAL SUPPORT 200
    OAKLAND PARKS AND RECREATION FOUNDATION
    PO BOX 13267
    OAKLAND,CA94661     		N/A PC GENERAL SUPPORT 100
    SALVATION ARMY NATIONAL HEADQUARTERS
    615 SLATERS LN
    ALEXANDRIA,VA22314     		N/A PC GENERAL SUPPORT 156
    UC DAVIS FOUNDATION
    202 COSTEAU PL SUITE 185
    DAVIS,CA95618     		N/A PC GENERAL SUPPORT 150
    NATURAL RESOURCE DEFENSE COUNCIL
    40 WEST 20TH STREET
    NEW YORK,NY10011     		N/A PC GENERAL SUPPORT 250
    OUR FAMILY COALITION
    1385 MISSION STREET SUITE 340
    SAN FRANCISCO,CA94103     		N/A PC GENERAL SUPPORT 100
    MILLS COLLEGE OFFICE OF INSTITUTIONAL ADVANCEMENT
    5000 MACARTHUR BLVD
    OAKLAND,CA94613     		N/A PC GENERAL SUPPORT 500
    VIDA VERDE NATURE EDUCATION
    3540 LA HONDA RD
    SAN GREGORIO,CA94074     		N/A PC GENERAL SUPPORT 100
    YOUTH LEADERSHIP INSTITUTE
    209 9TH STREET SUITE 200
    SAN FRANCISCO,CA94103     		N/A PC GENERAL SUPPORT 100
    SURGE INSTITUTE
    5250 N LINCOLN AVENUE APT 4A
    CHICAGO,IL60625     		N/A PC GENERAL SUPPORT 50
    CRISTO REY DE LA SALLE EAST BAY HIGH SCHOOL
    1530 34TH AVE
    OAKLAND,CA94601     		N/A PC GENERAL SUPPORT 36,000
    Total .................................bullet 3a 3,269,148
    bApproved for future payment
    THE GILLISPIE SCHOOL
    7380 GIRARD AVENUE
    LA JOLLA,CA92037     		N/A PC GENERAL SUPPORT 500,000
    ENVISION EDUCATION
    111 MYRTLE STREET SUITE 203
    OAKLAND,CA94607     		N/A PC GENERAL SUPPORT 136,400
    OAKLAND REACH
    134 LINDEN
    OAKLAND,CA94607     		N/A PC GENERAL SUPPORT 50,000
    EDUCATE78
    2323 BROADWAY
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 400,000
    Total .................................bullet 3b 1,086,400
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		         
    4 Dividends and interest from securities....     14 512,628  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     01 696,000  
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 -41,240  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aSTATE TAX REFUND     		        2,445
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 1,167,388 2,445
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,169,833
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    11A STATE TAX REFUND
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING 179,536 74,459   80,812

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

    TY 2018 ExpenditureResponsibilityStmt
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    LITERATOR
          		150 DOLORES ST
    SAN FRANCISCO,CA94103     		2017-06-20 20,000 SUPPORT FOR THE IMPLEMENTATION OF THE LITERATOR TOOL ACROSS FIVE OAKLAND ELEMENTARY SCHOOLS 20,000 NO 2/1/2018, 10/19/2018 2018-10-19 THE REPORT SUBMITTED IN FEBRUARY 2018 WAS REVIEWED BY THE ASSIGNED PROGRAM OFFICER AS WELL AS GRANTS MANAGEMENT STAFF. THE INFORMATION PRESENTED AFFIRMED THAT THE GRANTEE WAS USING THE FUNDS FOR THE INTENDED PURPOSE. IN ADDITION, THE PROGRAM OFFICER HELD AN INTERIM CHECK-IN MEETING WITH THE GRANTEE TO GET UPDATES ON THE PROGRESS OF THE WORK. THE FINAL REPORT SUBMITTED IN OCTOBER 2018 WAS ALSO REVIEWED BY THE PROGRAM OFFICER AND GRANTS MANAGEMENT STAFF. AS IS OUR STANDARD PRACTICE, A GRANT LEVEL EVALUATION WAS DEVELOPED TO PROVIDE FEEDBACK TO OUR BOARD AND THE GRANTEE ON THE SUCCESS OF THE GRANT BASED ON OUR INTERNAL RUBRIC. THE FINANCIAL REPORT SUBMITTED IN OCTOBER 2018 ONCE AGAIN CONFIRMED THAT THE FUNDS WERE USED FOR THE INTENDED CHARITABLE PURPOSE.

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Name of Stock End of Year Book Value End of Year Fair Market Value
    DODGE AND COX STOCK FUND 4,400,652 4,400,652
    PRIMECAP ODYSSEY GROWTH 3,646,756 3,646,756
    CITY OF LONDON EMERGING MARKET GLOBAL FUND 2,161,017 2,161,017
    DODGE AND COX INTERNATIONAL STOCK FUND 2,720,276 2,720,276
    JOHCM EMERGING MARKET 1,905,279 1,905,279
    MORGAN STANLEY INTERNATIONAL STOCK FUND 2,471,351 2,471,351
    PIMCO TOTAL RETURN FUND 2,764,137 2,764,137
    DOUBLELINE 3,236,881 3,236,881

    TY 2018 InvestmentsOtherSchedule2
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    FARALLON CAPITAL INSTITUTIONAL PARTNERS, LP FMV 228,328 228,328
    PERRY PARTNERS INTERNATIONAL, INC FMV 529 529
    OWL CREEK OVERSEAS FUND, LTD FMV 3,931,203 3,931,203
    GLENVIEW CAPITAL PARTNERS (CAYMAN), LTD FMV 136 136
    GCM LITTLE ARBOR PARTNERS (CAYMAN), LTD FMV 36,408 36,408
    BAY RESOURCE PARTNERS OFFSHORE FUND, LTD FMV 2,671,270 2,671,270
    INDABA CAPITAL PARTNERS (CAYMAN), LP FMV 2,468,561 2,468,561
    PASSPORT SPECIAL OPPORTUNITIES FUND, L.P. FMV 44,219 44,219
    TIGER GLOBAL FMV 980,809 980,809
    WELLINGTON SPINDRIFT FMV 9 9
    RESOURCE CAPITAL FUND IV, L.P. FMV 300,430 300,430
    CERBERUS INSTITUTIONAL PARTNERS, L.P. (SERIES FOUR) FMV 187,092 187,092
    CROSSLINK VENTURES V, L.P. FMV 132,835 132,835
    DODDINGTON EMERGING MARKETS FUND LLC FMV 2,122,143 2,122,143
    ENCAP ENERGY CAPITAL FUND VI, L.P. FMV 57,277 57,277
    ENCAP ENERGY CAPITAL FUND VII FMV 123,749 123,749
    ENCAP ENERGY CAPITAL FUND X LP FMV 838,147 838,147
    HELLMAN & FRIEDMAN CAPITAL PTRS VI FMV 530,091 530,091
    JC FLOWERS II, LP FMV 161,785 161,785
    JH INVESTMENT PARTNERS II, LP FMV 28,264 28,264
    LIGHT STREET SPV LP FMV 696,080 696,080
    SFW CAPITAL PARTNERS FUND II, LP FMV 1,237,754 1,237,754
    SVERICA CAPITAL PARTNERS IV FMV 941,348 941,348
    IEC FUND III LP FMV 2,790,200 2,790,200
    PRIME FINANCE CMBS B-PIECE FUND I, LP FMV 2,541,481 2,541,481
    SPO PARTNERS II, L.P. FMV 298,025 298,025
    FINTAN IRUSAN FUND LP FMV 754,961 754,961
    HYDROFARM CO-INVESTMENT FUND, LP FMV 1,131,133 1,131,133
    EPI HACIENDA LLC FMV 315,064 315,064
    EPL PRUNEYARD LLC FMV 1,163,762 1,163,762
    TRI-COUNTY INVESTMENTS LLC FMV 6,931,267 6,931,267
    MF BB2 LLC FMV 398,873 398,873
    METROPOLITAN REAL ESTATE PARTNERS II, L.P. FMV 12,399 12,399
    SHORENSTEIN INVESTORS EIGHT LLC FMV 663,628 663,628
    SHORENSTEIN INVESTORS NINE LLC FMV 226,175 226,175
    SHORENSTEIN INVESTORS ELEVEN LLC FMV 1,373,534 1,373,534

    TY 2018 LandEtcSchedule2
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    FURNITURE, FIXTURES, & EQUIPMENT 30,574 28,330 2,244 2,244
    SOFTWARE 28,295 26,373 1,922 1,922
    WEBSITE 65,877 46,332 19,545 19,545
    BUILDING & IMPROVEMENTS 17,403,183 8,154,405 9,248,778 9,248,778
    CONTRUCTION IN PROGRESS 577 0 577 577
    LAND 3,967,263 0 3,967,263 3,967,263


    TY 2018 LegalFeesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL 57,952 0   81,836


    TY 2018 OtherDecreasesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Description Amount
    UNREALIZED LOSSES ON INVESTMENTS 2,451,225


    TY 2018 OtherExpensesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PASSTHROUGH DEDUCTIONS 287,369 572,147   0
    SUPPLIES 1,428 0   1,302
    INSURANCE 27,984 20,385   10,918
    STAFF DEVELOPMENT 6,148 0   6,148
    CUSTODY FEES 1,925 1,925   0
    EQUIPMENT RENTAL & MAINTENANCE 350 0   350
    ORGANIZATIONAL EXPENSES 150 0   150
    WEB SERVICES 7,591 0   11,425
    TELEPHONE 7,010 0   7,010
    MEALS & ENTERTAINMENT 6,701 0   6,701
    OFFICE EXPENSES 1,115 0   1,116
    EVENTS 730 0   0
    MEMBERSHIP DUES 650 0   650
    SMALL EQUIPMENT 10,969 0   10,969
    ALL OTHER EXPENSES 649 0   647


    TY 2018 OtherIncomeSchedule2
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PASSTHROUGH INCOME   229,257  
    STATE TAX REFUND 2,445   2,445


    TY 2018 OtherLiabilitiesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED TAX LIABILITIES 162,000 80,000
    INVESTMENT PURCHASES PENDING SETTLEMENT 0 36,122


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TRAINING 36,000 0   36,000
    DATA SERVICE 3,250 0   3,250
    HR SERVICES 10,884 0   10,884
    CONSULTING 41,631 0   40,491
    RETIREMENT PLAN ADMINISTRATIVE SERVICES 2,985 0   2,985
    ASSESSMENTS 10,250 0   10,250
    OTHER PROFESSIONAL FEES 768 0   768
    COMPUTER SERVICES 34,289 0   32,181


    TY 2018 TaxesSchedule
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CA TAXES AND FEES 10 0   10
    OTHER TAXES 7,223 7,223   0


    TY 2018 TransfersFrmControlledEntities
    Name:
    T GARY AND KATHLEEN ROGERS PRIVATE
     
    FAMILY FOUNDATION
    EIN:
    65-1202020
    Name US /
    Foreign Address    		 EIN Description Amount
    ROCKY ROAD FOUNDATION PARTNERSHIP 10 CLAY STREET SUITE 200
    OAKLAND,CA94607     		20-0896185 DISTRIBUTION INVESTMENT PROPERTY UPON DISSOLUTION OF CONTROLLED PARTNERSHIP. 0
    Total     67,037,744