TY 2019 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)	(F) Estimated amount of other compensation from the organization and related organizations
(1) PEDRO A RAMOS...................................................................... PRES/CEO & MANAGER, INSTIT	1.20 ................. 36.10	X	X			0	367,857	52,294
(2) JAMES FRIEDLICH...................................................................... CEO AND MANAGER, INSTITUTE	35.00 ................. 0.00	X	X			357,692	0	41,526
(3) ANNIE MADONIA...................................................................... CHIEF ADVANCE OFFICER, INS	35.00 ................. 0.00			X		295,058	0	39,242
(4) ORLANDO ESPOSITO...................................................................... CHIEF FINANCIAL OFFICER	1.00 ................. 35.00		X			0	143,219	14,848
(5) KEN HERTS...................................................................... CHIEF OPERATING OFFICER, INSTITUTE	35.00 ................. 0.00		X			244,208	0	741
(6) BURT HERMAN...................................................................... MANAGER, INSTITUTE	35.00 ................. 0.00				X	174,307	0	14,016
(7) KAREN CLEARY...................................................................... CHIEF FINANCIAL OFFICER - INSTITUTE	20.00 ................. 0.00		X			50,769	0	0
(8) JANELLE STAFFORD...................................................................... MANAGING DIRECTOR - INSTITUTE	35.00 ................. 0.00				X	177,692	0	0
(9) REBECCA FORMAN...................................................................... DIRECTOR OF ADVANCEMENT - INSTITUTE	35.00 ................. 0.00				X	159,404	0	0
(10) LON GREENBERG...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(11) SHIRIN KARSAN...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(12) STEPHEN COZEN...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(13) EVELYN MCNIFF...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(14) FRANCIS J MIRABELLO ESQ...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(15) N NINA AHMAD PHD...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(16) JOHN NIHILL...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0
(17) STEVEN SCOTT BRADLEY...................................................................... DIRECTOR	0.20 ................. 1.10	X				0	0	0

(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)
(18) MICHAEL PEARSON........................................................................ DIRECTOR	0.20 .......................1.10	X
(19) R DUANE PERRY........................................................................ DIRECTOR	0.20 .......................1.10	X
(20) BILL BURKE........................................................................ DIRECTOR	0.20 .......................1.10	X
(21) ANDREW ROGOFF........................................................................ DIRECTOR	0.20 .......................1.10	X
(22) ELIZABETH LEEBRON TUTELMAN PHD........................................................................ DIRECTOR	0.20 .......................1.10	X
(23) SARAH BARLETT........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(24) MICHAEL X DELLI CARPINI PH D........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(25) BILL GRUESKIN........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(26) DAVID W HAAS........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(27) TONY HAILE........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(28) KEITH LEAPHART........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(29) MARTIN NISENHOLTZ........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(30) HONG QU........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(31) VIJAY RAVINDRAN........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(32) SARA LOMAX-REESE........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(33) BILL GRUESKIN........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(34) ROY ROSIN........................................................................ MANAGER, INSTITUTE	1.00 .......................0.00	X
(35) ANTHONY J CONTI........................................................................ DIRECTOR, CHAIR	0.20 .......................6.10	X	X
(36) MINDY POSOFF........................................................................ DIRECTOR, VICE CHAIR	0.20 .......................5.10	X	X
(37) KERRY BENSON........................................................................ DIRECTOR, TREASURER	0.20 .......................6.10	X	X
(38) DAVID BOARDMAN........................................................................ CHAIR, INSTITUTE	1.00 .......................0.00	X	X
(39) ROSALIND REMER........................................................................ VICE CHAIR, INSTITUTE	1.00 .......................0.00	X	X

(A) Name and business address	(B) Description of services	(C) Compensation
DOUGLAS K SMITH 10 OCTOBER CIRCLE LAGRANGEVILLE,NY12540	GRANT FUNDED PROJECT MGT.	327,000
CHARLES BAUM 2106 NE 17TH AVENUE PORTLAND,OR97212	GRANT FUNDED PROJECT MGT.	252,299
PERMIT CAPITAL 101 FRONT STREET SUITE 940 WEST CONSHOHOCKEN,PA19428	INVESTMENT MGT.	228,608
TIMOTHY GRIGGS 102 KADEN WAY AUSTIN,TX78738	GRANT FUNDED PROJECT MGT.	222,667
YASMIN NAMINI 251 E 51ST STREET NEW YORK,NY10022	GRANT FUNDED PROJECT MGT.	148,800
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 10

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

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

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 ...............................1

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

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(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)
(A) THE PHILADELPHIA FOUNDATION	231581832	8	Yes		0	0

Total 1					0	0

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2019

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
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
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)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
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.)..
11	Total support. Add lines 7 through 10

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 2019 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2018 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2019. 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—2018. 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—2019. 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—2018. 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) 2019

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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(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 2019 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2018 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2019 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2018 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2019. 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—2018. 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) 2019

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.

Yes

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) 2019

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.

Yes

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) 2019

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) 2019

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 2019 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-2019	(iii) Distributable Amount for 2019
1 Distributable amount for 2019 from Section C, line 6
2 Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2019:
a From 2014.......
b From 2015.......
c From 2016.......
d From 2017.......
e From 2018.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2019 distributable amount
i Carryover from 2014 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2019 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2019 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2019, 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 2019. 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 2020. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2015.....
b Excess from 2016.....
c Excess from 2017.....
d Excess from 2018.....
e Excess from 2019.....

Schedule A (Form 990 or 990-EZ) (2019)

Schedule A (Form 990 or 990-EZ) 2019

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) 2019

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

2019

Name of the organization

TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019) Page 2

Name of organization TPF SPECIAL ASSETS FUND

Part I Contributors	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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 3

Name of organization TPF SPECIAL ASSETS FUND		Employer identification number 04-3731829

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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 4


Name of organization TPF SPECIAL ASSETS FUND			Employer identification number 04-3731829
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) (2019)

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 instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

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	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

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 FASB 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 FASB 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 FASB 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) 2019

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 ....	51,561,528	30,259,500	20,233,626
b	Contributions ...	8,743,531	24,773,020	9,064,550	20,000,000
c	Net investment earnings, gains, and losses	6,260,192	-1,608,344	2,711,333	233,626
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...	2,855,000	1,702,000	1,620,866
f	Administrative expenses ....	228,628	160,648	129,143
g	End of year balance ......	63,481,623	51,561,528	30,259,500	20,233,626

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

Board designated or quasi-endowment SchDMd Bullet

0 %

Permanent endowment SchDMd Bullet

80.500 %

Term endowment SchDMd Bullet

19.500 %

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	50,207	10,177	40,030
d	Equipment ....
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				40,030

Schedule D (Form 990) 2019

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) PHILADELPHIA MEDIA INQUIRER, - NONVOTING SHARES	13,858,614	C
(B) ALTERNATIVE INVESTMENTS	4,538,711	F
(C) MULTI STRATEGY HEDGE FUNDS	9,316,036	C
(D) INTERNATIONAL EQUITY FUNDS	6,922,236	C
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	34,635,597

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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
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) 2019

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	30,416,352
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	5,519,027
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	5,519,027
3	Subtract line 2e from line 1..................			3	24,897,325
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	228,628
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c	228,628
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	25,125,953

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	28,459,590
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	28,459,590
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	228,628
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................			4c	228,628
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	28,688,218

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 V, LINE 4:

THE PURPOSE OF THE PERMANENTLY RESTRICTED ENDOWMENT IS TO SUPPORT CURRENT OPERATIONS THROUGH A TOTAL RETURN INVESTMENT STRATEGY AND A SPENDING POLICY SET TO MAINTAIN, AND IDEALLY INCREASE THE PURCHASING POWER OF THE ENDOWMENT WITHOUT PUTTING THE PRINCIPAL VALUE OF THESE FUNDS AT RISK. THE TEMPORARILY RESTRICTED ENDOWMENT FUNDS ARE RESTRICTED TO SUPPORT THE INQUIRER'S TRANSITION TO DIGITAL NEWS DELIVERY.

PART X, LINE 2:

THE PHILADELPHIA FOUNDATION (TPF), THE PHILADELPHIA FOUNDATION, INC. (TPF, INC.), TPF SPECIAL ASSETS FUND (SAF), THE HARRY R. HALLORAN, JR. CHARITABLE TRUST (HALLORAN TRUST), AND DELAWARE CHARITABLE ASSETS, INC. (DCA) ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE CODE). TPF IS TREATED AS A PUBLICLY SUPPORTED, TAX-EXEMPT COMMUNITY FOUNDATION AS DEFINED IN SECTIONS 509(A)(1) AND 170(B)(1)(A)(VI) OF THE CODE. IN ADDITION, THE IRS HAS DETERMINED THAT TPF, INC. IS A COMPONENT PART OF TPF AND IS EXEMPT AS SUCH. SAF, THE HALLORAN TRUST AND DCA ARE RECOGNIZED AS TAX-EXEMPT SUPPORTING ORGANIZATIONS UNDER SECTION 509(A)(3) OF THE CODE. CERTAIN UNRELATED BUSINESS INCOME IS SUBJECT TO FEDERAL INCOME TAXES. THE FOUNDATION FOLLOWS THE INCOME TAX STANDARD FOR UNCERTAIN TAX POSITIONS. THE APPLICATION OF THIS STANDARD HAS NO IMPACT ON THE FOUNDATION'S CONSOLIDATED FINANCIAL STATEMENTS. THE LENFEST INSTITUTE FOR JOURNALISM, LLC (THE INSTITUTE) IS A SINGLE-MEMBER LLC WITH SAF AS THE SOLE MEMBER. THE INSTITUTE IS A DISREGARDED ENTITY FOR TAX PURPOSES, AND ALL ACTIVITY WILL BE REPORTED UNDER SAF. THE FOUNDATION ENGAGES IN INVESTMENTS THAT PRODUCE UNRELATED BUSINESS INCOME. THE ASSOCIATED UNRELATED BUSINESS INCOME TAX IS GENERATED PRIMARILY FROM EARNINGS ON LEVERAGED INVESTMENTS (PRIMARILY HEDGE FUNDS) AS WELL AS OWNERSHIP OF PRIVATE COMPANY STOCK. AS OF DECEMBER 31, 2019 AND 2018, THE HALLORAN TRUST HAD PREPAID TAXES OF $ 202,966 AND $105,077, RESPECTIVELY, WHICH IS INCLUDED IN PREPAID EXPENSES AND OTHER ASSETS IN THE ACCOMPANYING CONSOLIDATED STATEMENTS OF FINANCIAL POSITION.

Schedule D (Form 990) 2019

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

2019

Open to Public Inspection

Name of the organization
TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

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 10 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)	(iii) Did fundraiser have custody or control of contributions?
	Yes	No










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

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.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2019

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 CORPORATE PHILANTHROPY AWARDS (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . . . .	155,999	155,999
2	Less: Contributions . . . .	115,322	115,322
3	Gross income (line 1 minus line 2) . . . . . .	40,677	40,677

4	Cash prizes . . . . .
5	Noncash prizes . . . .
6	Rent/facility costs . . . .
7	Food and beverages . . .	20,250	20,250
8	Entertainment . . . .
9	Other direct expenses . . .	20,427	20,427
10	Direct expense summary. Add lines 4 through 9 in column (d) . . . . . . . . . .		40,677
11	Net income summary. Subtract line 10 from line 3, column (d). . . . . . . . . .		0

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) 2019

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) 2019

Additional Data

Software ID:
Software Version:

- TIN:

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

2019

Open to Public
Inspection

Name of the organization
TPF SPECIAL ASSETS FUND

Employer identification number
04-3731829

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	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of noncash assistance	(h) Purpose of grant or assistance
(1) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		3,000,000	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: GRANT TO SUPPORT ONGOING TRANSFORMATION TO A DIGITAL NEWS ORGANIZATION THROUGH ENHANCEMENTS TO DIGITAL PRODUCTS AND TECHNOLOGY
(2) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		757,463	N/A	N/A	SUPPORT HIGH IMPACT JOURNALISM - GRANT TO SUPPORT SPOTLIGHT PA COVERAGE OF PENNSYLVANIA STATE GOVERNMENT
(3) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		500,000	N/A	N/A	NEWS TECHNOLOGY AND INNOVATION - GRANT TO SUPPORT THE INQUIRER'S DIGITAL TRANSFORMATION EFFORTS
(4) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		308,000	N/A	N/A	SUPPORT HIGH IMPACT JOURNALISM - GRANT TO SUPPORT THE INQUIRER'S INVESTIGATIVE REPORTING TEAM
(5) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		250,000	N/A	N/A	INQUIRER DEI IMPERATIVES GRANT: LENFEST FELLOWS 2ND ROUND, PROFESSIONAL DEVELOPMENT, & ORGANIZATIONAL CULTURAL COMPETENCY TRAINING
(6) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		200,000	N/A	N/A	SUPPORT HIGH IMPACT JOURNALSIM: ENVIRONMENTAL COVERAGE OF DELAWARE AND OHIO RIVER WATERSHEDS
(7) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		144,940	N/A	N/A	SUPPORT HIGH IMPACT JOURNALISM - GRANT TO SUPPORT THE INQUIRER'S HEALTH JOURNALISM TRAINING AND ANNUAL CONVENING
(8) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		106,500	N/A	N/A	SUPPORT HIGH IMPACT JOURNALISM - GRANT TO SUPPORT THE INQUIRER'S HEALTH JOURNALISM TRAINING AND ANNUAL CONVENING
(9) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(10) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		50,000	N/A	N/A	SUPPORT HIGH IMPACT JOURNALISM - GRANT TO SUPPORT THE INQUIRER'S HEALTH JOURNALISM TRAINING AND ANNUAL CONVENING
(11) THE PHILADELPHIA INQUIRER 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107	45-5415437		15,000	N/A	N/A	INQUIRER DEI IMPERATIVES GRANT: LENFEST FELLOWS 2ND ROUND, PROFESSIONAL DEVELOPMENT, & ORGANIZATIONAL CULTURAL COMPETENCY TRAINING
(12) BOTCAST INC 630 DESNOYER AVENUE ST PAUL,MN55104	81-1705652		20,000	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(13) AMERICAN PRESS INSTITUTE 1212 AVENUE OF THE AMERICAS FLOOR 11 NEW YORK,NY10019	13-1623828	501C3	18,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(14) BLOCK CLUB CHICAGO NFP PO BOX 11033 LEWISTON,ME042439401	01-0024570		18,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(15) POSITIVE FUTURES NETWORK 220 2ND AVENUE SOUTH SEATTLE,WA98104	91-1715916	501C3	18,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(16) INSTITUTE FOR NONPROFIT NEWS 714 W OLYMPIC BLVD SUITE 931 LOS ANGELES,CA90015	27-2614911	501C3	15,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(17) MISSISSIPPI NEWS AND INFORMATION CORP 750 WOODLANDS PARKWAY SUITE 100 ATTN MARY MARGARET WHITE RIDGELAND,MS39157	47-2158741	501N3	15,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(18) SOUTHSIDE NEWS THE STAND NEWS 2331 S SALINA STREET SYRACRUSE,NY13205	77-0682361		15,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(19) THE CONVERSATION US INC 89 SOUTH STREET SUITE 202 BOSTON,MA02111	46-0906774		15,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(20) WAYNE STATE UNIVERSITY WDET-FM 4600 CASS AVENUE DETROIT,MI48201	38-6024829	501C3	15,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(21) BOTCAST INC 630 DESNOYER AVENUE ST PAUL,MN55104	81-1705652		15,000	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(22) THE REGENTS OF THE UNIV OF MINNESOTA 450 MCNAMARA ALUMNI CTR 200 OAK ST SE MINNEAPOLIS,MN55455	41-6007513		14,450	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(23) SAN ANTONIO REPORT 126 GONZALES ST 100 SAN ANTONIO,TX78205	47-4820476	501C3	14,000	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(24) TEMPLE UNIVERSITY KLEIN SCHOOL OF MEDIA 2020 N 13TH ST 334 ANNENBERG HALL PHILADELPHIA,PA19122	23-1365971	501C3	12,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(25) BOTCAST INC 630 DESNOYER AVENUE ST PAUL,MN55104	81-1705652		9,375	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(26) MC CLATCHY INTERACTIVE 111 W HARGETT STREET RALEIGH,NC27601	56-0338580		7,700	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(27) BOTCAST INC 630 DESNOYER AVENUE ST PAUL,MN55104	81-1705652		6,375	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(28) BOTCAST INC 630 DESNOYER AVENUE ST PAUL,MN55104	81-1705652		6,375	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(29) FRIENDS OF PUBLIC RADIO ARIZONA 2323 W 14TH STREET TEMPE,AZ85283	01-0579687	501C3	5,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(30) INDIANA UNIVERSITY DEPT 78867 PO BOX 78000 DETROIT,MI482780896		501C3	5,500	N/A	N/A	COMMUNITY LISTENING & ENGAGEMENT FUND: GRANT TO SUPPORT TOOLS THAT ENABLE NEWSROOMS TO INTERACT WITH THEIR COMMUNITIES. FUNDED BY NII, DEMOCRACY FUND AND KNIGHT FOUNDATION.
(31) ATLANTA EDUCATIONAL TELECOMMUNICATIONS COLLAB 740 BISMARK ROAD NE ATLANTA,GA30324	58-2126423	501C3	100,000	N/A	N/A	FACEBOOK RETENTION ACCELERATOR GRANT: DEVELOPMENT OF A SUBSCRIBER-ONLY APP AND TO ENHANCE PAID NEWSLETTER EXPERIENCES
(32) NATIONAL GEOGRAPHIC SOCIETY 1145 17TH ST NW WASHINGTON,DC20036	53-0193519	501C3	150,000	N/A	N/A	GRANT TO SUPPORT REPORTING ON DELAWARE RIVER AND OHIO RIVER WATERSHEDS
(33) TEMPLE UNIVERSITY KLEIN SCHOOL OF MEDIA 2020 N 13TH ST 334 ANNENBERG HALL PHILADELPHIA,PA19122	23-1365971	501C3	12,500	N/A	N/A	GRANT TO SUPPORT SUMMER JOURNALISM PROGRAM.
(34) RESOLVE PHILADELPHIA INC 718 ARCH STREET SUITE 501S PHILADELPHIA,PA19106	83-2762074	501C3	250,000	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND WORKSTREAM #3: GRANT TO BUILD CAPACITY IN DATA JOURNALISM, FOSTER PARTNERSHIPS AMONG DIVERSE MEDIA AND RESEARCH HOW COMMUNITIES ACCESS INFORMATION
(35) RESOLVE PHILADELPHIA INC 718 ARCH STREET SUITE 501S PHILADELPHIA,PA19106	83-2762074	501C3	125,000	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: GRANT TO SUPPORT COLLABORATIVE JOURNALISM IN PHILADELPHIA REGION
(36) RESOLVE PHILADELPHIA INC 718 ARCH STREET SUITE 501S PHILADELPHIA,PA19106	83-2762074	501C3	25,000	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: GRANT TO SUPPORT COLLABORATIVE JOURNALISM IN PHILADELPHIA REGION
(37) AMERICAN PRESS INSTITUTE 1212 AVENUE OF THE AMERICAS FLOOR 11 NEW YORK,NY10019	13-1623828	501C3	3,344,812	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: RUN TABLE STAKES CHANGE-MANAGEMENT PROGRAM FOR MAJOR NEWS ORGANIZATIONS
(38) TEMPLE UNIVERSITY KLEIN SCHOOL OF MEDIA 2020 N 13TH ST 334 ANNENBERG HALL PHILADELPHIA,PA19122	23-1365971	501C3	2,078,045	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: GRANT TO SUPPORT NEWS CATALYST PROJECT, WHICH WORKS TO DRIVE DIGITAL TRANSFORMATION WITHIN NEWS ORGANIZATIONS.
(39) MC CLATCHY INTERACTIVE 111 W HARGETT STREET RALEIGH,NC27601	56-0338580		12,500	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: MCCLATCHY TABLE STAKES EXPANSION TO BRING PERFORMANCE-DRIVEN CHANGE PROCESSES TO MCCLATCHY'S 30 NEWSROOMS OVER TWO YEARS.
(40) GANNETT CO INC 7950 JONES BRANCH DRIVE MCLEAN,VA22107	47-2390983		12,500	N/A	N/A	KNIGHT-LENFEST LOCAL NEWS TRANSFORMATION FUND: TABLE STAKES "INSIDE" PERFORMANCE-DRIVEN CHANGE FRAMEWORK TO MORE THAN 100 NEWS ORG ACROSS THE COUNTRY OVER TWO YEARS
(41) SEMBRAMEDIA 4470 W SUNSET BLVD 92759 LOS ANGELES,CA90027	47-5124565		50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: GRANT TO CREATE AN AUDIENCE GROWTH AND ENGAGEMENT TOOLKIT
(42) DISTRIBUTED MEDIA LAB INC 3634 SOUTH COURT PALO ALTO,CA94306	82-3695954		50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: GRANT TO DEVELOP A MODEL FOR EXPANDING REVENUE POTENTIAL FOR ADVERTISING, DONATIONS AND MEMBERSHIP
(43) VT DIGGER 26 STATE STREET SUITE 8 MONTPELIER,VT05602	27-1553931	501C3	50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: GRANT TO SUPPORT CREATING A SELF SERVICE PORTAL
(44) PICO NETWORKS INC 81 PROSPECT STREET BROOKLYN,NY11201	81-2636850		50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: GRANT TO SUPPORT DEVELOPING A MARKETING STRATEGY
(45) TECHNICALLY MEDIA INC CURTIS CENTER 601 WALNUT STREET 1200 PHILADELPHIA,PA19106	27-3522063		50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: GRANT TO SUPPORT DEVELOPMENT OF A MARKETING STRATEGY
(46) WBUR 881 COMMONWEALTH AVER BOSTON,MA02215	04-2103547	501C3	50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: GRANT TO SUPPORT EXPLORING PRODUCT RECOMMENDATIONS TO GENERATE MARKETING REVENUE
(47) THE ASSOCIATED PRESS 200 LIBERTY STREET NEW YORK,NY10281	13-0452880		50,000	N/A	N/A	LOCAL NEWS BUSINESS MODEL CHALLENGE: INNOVATION GRANT TO STUDY THE VIABILITY OF AUTOMATION EXPERTISE USING LOCAL DATA TO PRODUCE LOCALLY RELEVANT CONTENT AND INCREASE ENGAGEMENT
(48) BERKELEYSIDE INC 2120 UNIVERSITY AVENUE BERKELEY,CA94704	81-0755511		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(49) CALMATTERS 1017 L STREET 261 SACRAMENTO,CA95814	47-2474086		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(50) CITY LIMITS NEWS INC 8 W 126TH STREET 3RD FLR ATTN ADINA BERLIANT NEW YORK,NY10027	27-0218689		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(51) DETROIT EDUCATIONAL TV FOUNDATION 1 CLOVER COURT WIXOM,MI48393	38-1440200	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(52) KOSUOKLAHOMA STATE UNIV FOUNDATION 400 SOUTH MONROE STILLWATER,OK74074	73-6097060	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(53) MINNPOST 900 6TH AVENUE SE SUITE 220 MINNEAPOLIS,MN55414	26-0573427	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(54) PLANCK DBA PATCH MEDIA 134 WEST 29TH STREET FLOOR 11 NEW YORK,NY10001	46-4544044		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(55) PUBLIC SOURCE INC 1936 FIFTH AVE PITTSBURGH,PA15219	47-4309256	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(56) RICHLAND TIMES LLC 40 WEST FOURTH STREET MANSFIELD,OH44902	90-0924516		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(57) SAN ANTONIO REPORT 126 GONZALES ST 100 SAN ANTONIO,TX78205	47-4820476	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(58) THE CENTER FOR MICHIGAN 4100 N DIXBORO ROAD ANN ARBOR,MI48105	32-0167398	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(59) VT DIGGER 26 STATE STREET SUITE 8 MONTPELIER,VT05602	27-1553931	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(60) WHEREBY US ENTERPRISES INC 2093 PHILADELPHIA PIKE 3050 CLAYMONT,DE19703	47-1042060		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(61) WISCONSIN CENTER FOR INVESTIGATIVE JOURNALISM (WISCONSIN WATCH) 5006 VILAS COMMUNICATION HALL 821 UNIV AVE MADISON,WI53706	26-2143608	501C3	100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(62) UNIVERSITY OF UTAH 201 S PRESIDENTS CIRCLE RM 411 SALT LAKE CITY,UT84112	87-6000525	501C3	82,840	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(63) UNIVERSITY OF UTAH 201 S PRESIDENTS CIRCLE RM 411 SALT LAKE CITY,UT84112	87-6000525	501C3	33,333	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(64) WHEREBY US ENTERPRISES INC 2093 PHILADELPHIA PIKE 3050 CLAYMONT,DE19703	47-1042060		33,333	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(65) WHYY 150 NORTH 6TH STREET ATTN GIANNA TRIPODI-GHISE PHILADELPHIA,PA19106	23-1438083	501C3	33,333	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT AND ACCELERATE MEMBERSHIP EFFORTS
(66) ADVANCE LOCAL MEDIA ALABAMA MEDIA GROUP DEPT 77571 PO BOX 77000 DETROIT,MI48277	13-4123607		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(67) ATLANTA JOURNAL CONSTITUTION 6205-A PEACHTREE DUNWOODY RD ATLANTA,GA30328	58-1035149		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(68) BOSTON GLOBE LLC 1 EXCHANGE PLACE SUITE 201 BOSTON,MA021092132	46-3488150		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(69) DP MEDIA NETWORK LLC 5990 N WASHINGTON STREET DENVER,CO80216	75-2207039		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(70) GATEHOUSE MEDIA OPERATING LLC 175 SULLYS TRAIL 3RD FLOOR PITTSFORD,NY14534	36-4197636		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(71) LOS ANGELES TIMES COMMUNICATIONS 2300 E IMPERIAL HWY ATTN DONNA WARES EL SEGUNDO,CA90245	82-4402852		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(72) MIAMI HERALD MEDIA COMPANY 3511 NW 91 AVENUE MIAMI,FL33172	20-5063905		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(73) NEWSDAY LLC 235 PINELAWN ROAD ATTN ELAINE PINIAT MELVILLE,NY11747	26-2913233		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(74) PHOENIX NEWSPAPERS INC 200 E VAN BUREN PHOENIX,AZ85004	86-0937358		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(75) SAN FRANCISCO CHRONICLESF GATE 901 MISSION STREET SAN FRANCISCO,CA94103	13-3920860		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(76) SEATTLE TIMES COMPANY 1000 DENNY WAY SEATTLE,WA98109	91-0403890		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(77) STAR TRIBUNE MEDIA COMPANY LLC 650 3RD AVENUE SUITE 1300 MINNEAPOLIS,MN55488	80-0481910		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(78) THE DALLAS MORNING NEWS INC 1954 COMMERCE STREET DALLAS,TX75201	26-0358790		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(79) TRIBUNE PUBLISHING COMPANY LLC 160 N STETSON 41TH FLOOR ATTN CHRIS SHOUP CHICAGO,IL60601	36-3779720		100,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(80) OMAHA WORLD-HERALD 1314 DOUGLAS STREET SUITE 600 OMAHA,NE68102	45-5344990		50,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(81) ST LOUIS POST DISPATCH LLC ATTN ERIC WALKER 900 N TUCKER BLVD ST LOUIS,MO63101	43-1885357		50,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT DIGITAL SUBSCRIPTION RETENTION PRACTICES.
(82) ADVANCE LOCAL NEWS ALABAMA MEDIA GROUP DEPT 77571 PO BOX 77000 DETROIT,MI48277	13-4123607		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(83) BALTIMORE TIMES 2513 N CHARLES STREET BALTIMORE,MD21218	52-1537277		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(84) BLOCK CLUB CHICAGO NFP 233 N MICHIGAN AVE SUITE 1800 CHICAGO,IL60601	82-3844275	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(85) BROOKLYN EAGLE 16 COURT STREET 30TH FLR ATTN NED BERKE BROOKLYN,NY11241	83-4358243		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(86) CAROLINA PUBLIC PRES PO BOX 17595 ASHEVILLE,NC28816	46-0801080		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(87) CPSA COURIER INC 109 WELCH BOULEVARD ATTN SHERI L STUART FLINT,MI48503	87-0761096	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(88) DORSEY MEDIA LLC 39 LA RUE PL NW ATLANTA,GA30327	83-2233623		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(89) EDUCATIONNC 220 FAYETTEVILLE STREET SUITE 300 RALEIGH,NC27601	20-5625322	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(90) MILDRED D BROWN STUDY CENTER 2216 NORTH 24TH STREET ATTN JOHN HEASTON OMAHA,NE68110	26-0705941	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(91) MISSISSIPPI NEWS AND INFORMATION CORP 750 WOODLANDS PARKWAY SUITE 100 ATTN MARY MARGARET WHITE RIDGELAND,MS39157	47-2158741	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(92) NATIVE AMERICAN JOURNALISTS ASSOC NAJA - OU GAYLORD COLLEGE 395 W LINDSEY ST NORMAN,OK73019	52-6105010	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(93) NEWSDAY LLC 235 PINELAWN ROAD ATTN ELAINE PINIAT MELVILLE,NY11747	26-2913233		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(94) NEXT CITY INC PO BOX 22449 ATTN LUCAS GRINDLEY PHILADELPHIA,PA19110	22-3886361	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(95) RADIO AMBULANTE STUDIOS INC 560 RIVERSIDE DRIVE SUITE 5P NEW YORK,NY10027	81-2765654		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(96) SAHAN JOURNAL 370 WABASHA STREET SUITE 500 ATTN MUKHTAR IBRAHIM SAINT PAUL,MN55102	83-2745995	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(97) SCALAWAG PO BOX 129 DURHAM,NC27702	47-2014247		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(98) SPACESHIP MEDIA GROUP INC 1642 VERSAILLES ALAMEDA,CA94501	82-2372848		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(99) TALLAHASSEE DEMOCRAT 277 N MAGNOLIA DRIVE ATTN RANDI ATWOOD TALLAHASSEE,FL323030990	16-0980985		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(100) TEXAS TRIBUNE INC 919 CONGRESS AVENUE SIXTH FLOOR AUSTIN,TX78701	26-4527097	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(101) THE KOREA TIMES LOS ANGELES INC 3731 WILSHIRE BOUEVARD SUITE 1000 ATTN MAGGIE KYMN LOS ANGELES,CA90010	95-3675935		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(102) THE OPED PROJECT PUBLIC KNOWLEDGE FUND 244 FIFTH AVENUE SUITE C240 NEW YORK,NY10001	27-2877151	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(103) THE SALT LAKE TRIBUNE 90 SOUTH 400 WEST SUITE 700 SALT LAKE CITY,UT84101	47-2524567		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(104) UNIVERSITY OF SOUTHERN CALIFORNIA 3502 WATT WAY ASC 323 ATTN GABRIEL KAHN LOS ANGELES,CA90089	95-1642394	501A	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(105) WHYY 150 NORTH 6TH STREET ATTN GIANNA TRIPODI-GHISE PHILADELPHIA,PA19106	23-1438083	501C3	25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(106) WURD RADIO LLC 200 HIGHPOINT DR SUITE 215 CHALFONT,PA18914	43-1986554		25,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(107) INVESTIGATIVE REPORT 141 NEFF ANNEX COLUMBIA,MO65211	51-0166741		24,999	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(108) GLENNOAKS MEDIA LLC 1534 WOODWARD AVENUE ATTN GLENN BURKINS CHARLOTTE,NC28206	26-2747371		24,968	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(109) ROCHESTER DEMOCRAT AND CHRONICLE 245 E MAIN STREET ATTN JULIE PHILIPP ROCHESTER,NY146042103	47-2390983		24,930	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(110) ASHLEY WOODS 10474 KINGSTON AVE HUNTINGTON WOODS,MI48070	83-2507589		24,900	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(111) NEVADA PUBLIC RADIO 1289 S TORREY PINES DR LAS VEGAS,NV89146	23-7441306		24,782	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(112) MENDOCINO NEWS MEDIA LLC 1601 VALLEY RD ATTN KATE B MAXWELL WILLITS,CA95490	81-3797192		24,440	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(113) LOS ANGELES TIMES COMMUNICATIONS 2300 E IMPERIAL HWY ATTN DONNA WARES EL SEGUNDO,CA90245	82-4402852		24,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(114) WEST VIRGINIA UNIVERSITY FOUNDATION INC ONE WATERFRONT PLACE 7TH FLR MORGANTOWN,WV26507	55-6017181	501C3	23,910	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(115) CONNECTICUT NEWS PROJECT INC 1049 ASYLUM AVENUE ATTN BRUCE PUTTERMAN HARTFORD,CT06105	27-0583046	501C3	23,571	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(116) CLIMATE CENTRAL INC ONE PALMER SQUARE SUITE 402 ATTN ANNE HAYES PRINCETON,NJ08542	26-1797336	501C3	23,300	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(117) INJUSTICE WATCH 55 E JACKSON BLVD STE 640 CHICAGO,IL60604	47-4537172		22,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(118) CITY LIMITS NEWS INC 8 W 126TH STREET 3RD FLR ATTN ADINA BERLIANT NEW YORK,NY10027	27-0218689		20,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(119) ISSUE MEDIA GROUP LLC 5090 STATE STREET SUITE D-104 ATTN PATRICE WATSON SAGINAW,MI48603	20-8773719		20,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(120) CHALKBEAT INC 1239 BROADWAY 703B NEW YORK,NY10001	90-0915846		18,150	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(121) ISSUE MEDIA GROUP LLC 5090 STATE STREET SUITE D-104 ATTN PATRICE WATSON SAGINAW,MI48603	20-8773719		18,120	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(122) DOCUMENTED INC PO BOX 250250 ATTN MAX SIEGELBAUM NEW YORK,NY10025	82-4387314		17,150	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(123) THE MORNING CALL LLC 160 N STETSON AVE 40TH FLR ATTN THERESA M RANG CHICAGO,IL60601	36-3779720		15,125	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(124) INDIA CURRENTS FOUNDATION 3343 BELGROVE CIRCLE ATTN VANDANA KUMAR SAN JOSE,CA95148	83-3257703	501C3	12,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(125) OGDEN NEWSPAPERS OF IOWA LLC 720 SECOND STREET ATTN ANNE BLANKENSHIP WEBSTER CITY,IA50595	55-0244410		10,791	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(126) THE TYLER LOOP PO BOX 9982 TYLER,TX757019998	83-0552182	501C3	10,000	N/A	N/A	NEWS SUSTAINABILITY: FACEBOOK FUNDED LOCAL NEWS ACCELERATOR GRANT TO SUPPORT GROWTH IN AUDIENCE ENGAGEMENT
(127) MIGHTY WRITERS 1501 CHRISTIAN STREET PHILADELPHIA,PA19146	01-0920922		25,000	N/A	N/A	PHILADELPHIA ECOSYSTEM COLLABORATION FUND: PLANNING/PROTOTYPING PROJECTS THAT BRING TOGETHER ORGANIZATIONS IN THE PHILADELPHIA AREA FOR CLOSER COLLABORATION.
(128) UNTITLED FOLDER LLC 399 MARKET STREET SUITE 360 PHILADELPHIA,PA19106	83-1232893		25,000	N/A	N/A	PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANT TO SUPPORT CYPHER PHILLY INITIATIVE TO EMPOWER CITIZENS, JOURNALISTS, DATA SCIENTISTS, CODERS AND CREATIVES WITH THE ABILITY TO HARNESS OPEN DATA FOR CIVIC GOOD.
(129) VILLANOVA UNIVERSITY 800 LANCASTER AVENUE LEPAGE CTR FOR HISTORY C/O UNIV ADVANCEMENT VILLANOVA,PA19085	23-1352688	501C3	5,000	N/A	N/A	PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANT TO SUPPORT EVENT TO BRING JOURNALISTS AND HISTORIANS TOGETHER.
(130) FREE PRESS INC 40 MAIN STREET SUITE 301 FLORENCE,MA01062	41-2106721		25,000	N/A	N/A	PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANT TO SUPPORT FREE PRESS' COLLABORATION INITIATIVE IN PHILADELPHIA.
(131) TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA 220 S 3RD STREET PHILADELPHIA,PA19104	23-1352685	501C3	25,000	N/A	N/A	PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANT TO SUPPORT PHILLY RESPOND.
(132) TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA 220 S 3RD STREET PHILADELPHIA,PA19104	23-1352685	501C3	25,000	N/A	N/A	PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANT TO SUPPORT THE COMMUNITY/JOURNALIST EXCHANGE
(133) THE VILLAGE OF ARTS AND HUMANITIES 2544 GERMANTOWN AVENUE PHILADELPHIA,PA19113	22-3045318	501C3	25,000	N/A	N/A	PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANT TO SUPPORT THE REENTRY THINK TANK MEDIA JUSTICE FELLOWSHIP.
(134) TEMPLE UNIVERSITY KLEIN SCHOOL OF MEDIA 2020 N 13TH ST 334 ANNENBERG HALL PHILADELPHIA,PA19122	23-1365971	501C3	50,000	N/A	N/A	SPOTLIGHT PA TEMPLE DATA DESK PROJECT GRANT: TO ORGANIZE AND DISSEMINATE DATA IN COLLABORATION WITH THE SPOTLIGHT PA TEAM AND LOCAL/REGIONAL NEWSROOMS
(135) THE MAINE CENTER FOR PUBLIC INTEREST RPT PO BOX 284 HALLOWELL,ME04347	27-2623867	501C3	20,000	N/A	N/A	SUPPORT HIGH IMPACT JOURNALISMEDUCATION REPORTING IN MAINE GRANT: TO ESTABLISH A FULL-TIME EDUCATION REPORTER IN MAINE, WITH AN EMPHASIS ON REPORTING IN MAINE'S RURAL COUNTIES.
(136) PUBLIC SOURCE INC 1936 FIFTH AVE PITTSBURGH,PA15219	47-4309256		125,000	N/A	N/A	SUPPORT HIGH IMPACT JOURNALSIM: ENVIRONMENTAL COVERAGE OF DELAWARE AND OHIO RIVER WATERSHEDS
(137) LNP MEDIA GROUP INC 8 WEST KING STREET PO BOX 1328 LANCASTER,PA17608	23-0785160		100,000	N/A	N/A	SUPPORT HIGH IMPACT JOURNALSIM: ENVIRONMENTAL COVERAGE OF DELAWARE AND OHIO RIVER WATERSHEDS
(138) PHILA ASSOC OF BLACK JOURNALISTS 30 S 15TH STREET 15TH FLOOR PHILADELPHIA,PA19102	23-2094500	501C3	15,000	N/A	N/A	TWO-YEAR PABJ RESIDENCE AT PIPELINE PHILLY: AN ENRICHMENT HUB FOR PHILADELPHIA ASSOCIATION OF BLACK JOURNALISTS (PABJ) MEMBERS.
(139) TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA 220 S 3RD STREET PHILADELPHIA,PA19104	23-1352685	501C3	15,000	N/A	N/A	UPENN PROJECT FOR PHILADELPHIA INQUIRER - INTEGRATED PRODUCT DESIGN STUDENT GROUP USING DESIGN-THINKING TO HELP UNDERSTAND THE MARKET NEEDS AROUND NEWS CONSUMPTION.
(140) THE CITY 33 WEST 31ST STREET 4TH FLOOR NEW YORK,NY10001	37-1896785	501C3	1,000,000	N/A	N/A	FISCAL SPONSORSHIP: THE CITY - LAUNCHING A NONPROFIT NEWS SITE FOR NEW YORK; FISCAL SPONSORSHIP PROGRAM TO PROVIDE A DIGITAL REPORTING PLATFORM THAT FOCUSES ON LOCAL ISSUES IN THE CITY OF NEW YORK
(141) THE CITY 33 WEST 31ST STREET 4TH FLOOR NEW YORK,NY10001	37-1896785	501C3	1,000,000	N/A	N/A	FISCAL SPONSORSHIP: THE CITY - LAUNCHING A NONPROFIT NEWS SITE FOR NEW YORK; FISCAL SPONSORSHIP PROGRAM TO PROVIDE A DIGITAL REPORTING PLATFORM THAT FOCUSES ON LOCAL ISSUES IN THE CITY OF NEW YORK
(142) THE CITY 33 WEST 31ST STREET 4TH FLOOR NEW YORK,NY10001	37-1896785	501C3	1,000,000	N/A	N/A	FISCAL SPONSORSHIP: THE CITY - LAUNCHING A NONPROFIT NEWS SITE FOR NEW YORK; FISCAL SPONSORSHIP PROGRAM TO PROVIDE A DIGITAL REPORTING PLATFORM THAT FOCUSES ON LOCAL ISSUES IN THE CITY OF NEW YORK
(143) FIRST DRAFT NEWS INC 219 W 40TH ST 14TH FLR NEW YORK,NY10018	83-3554102	501C3	750,000	N/A	N/A	FISCAL SPONSORSHIP: FIRST DRAFT COLLABORATIVE PLATFORM BUILD FOCUSED ON FIGHTING MISINFORMATION ONLINE
(144) CULTURETRUST PHILADALPHIA 1315 WALNUT STREET SUITE 320 C/O CULTUREWORKS GREATER PHILA PHILADELPHIA,PA19107	46-3109411	501C3	10,000	N/A	N/A	FISCAL SPONSORSHIP: GRANT TO RESOLVE PHILADELPHIA TO SUPPORT COLLABORATION AMONG PHILADELPHIA NEWS ORGANIZATIONS ON REPORTING ON ECONOMIC JUSTICE
(145) LUMINARY MEDIA 314 WALL STREET KINGSTON,NY12401	14-1828815		74,000	N/A	N/A	FISCAL SPONSORSHIP: THE RIVER TO SUPPORT COMMUNITY JOURNALISM ALONG THE HUDSON RIVER
(146) FIRST DRAFT NEWS INC 219 W 40TH ST 14TH FLR NEW YORK,NY10018	83-3554102	501C3	200,000	N/A	N/A	FISCAL SPONSORSHIP: FIRST DRAFT COLLABORATIVE PLATFORM BUILD FOCUSED ON FIGHTING MISINFORMATION ONLINE

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

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) 2019

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) SUPPORT GRANTEES ATTENDANCE AT JOURNALISM CONVENTIONS	23	27,600	0	N/A	N/A
(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:

TPF SPECIAL ASSETS FUND REVIEWS ALL GRANT APPLICATIONS. DUE DILIGENCE INCLUDES: 1) ENSURE THE ORGANIZATION HAS A VALID PUBLIC CHARITY STATUS OR EQUIVALENCY DETERMINATION, OR IS A QUALIFIED RECIPIENT WITHIN THE LENFEST INSTITUTE'S MISSION. 2) REVIEW THE APPLICANT'S FINANCIAL INFORMATION INCLUDING AUDITED FINANCIAL, FORM 990, AND ANNUAL REPORT OR EQUIVALENT, IF AVAILABLE. 3) MAKE SELECTED SITE VISITS 4) PERIODICALLY MEET WITH NONPROFIT'S KEY STAFF MEMBERS 5) COMPLETE EXPENDITURE RESPONSIBILITY, AS REQUIRED. UPON RECEIPT OF A GRANT AWARD NOTIFICATION, THE GRANTEE MUST SIGN A CERTIFICATION INDICATING THAT THE FUNDS WILL BE USED FOR THE INTENDED PURPOSE. THE GRANTEE IS ALSO ADVISED OF ANY FURTHER GRANT REPORTING REQUIREMENT AND DEADLINES. ALL REPORTING REQUIREMENTS MUST BE MET BEFORE THE GRANTEE CAN REAPPLY.

Schedule I (Form 990) 2019

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

2019

Open to Public Inspection

Name of the organization

TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

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 on 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 on 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? .............

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) 2019

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)
1PEDRO A RAMOS PRES/CEO & MANAGER, INSTIT	(i) (ii)	0 ------------- 367,443	0 ------------- 0	0 ------------- 414	0 ------------- 37,798	0 ------------- 14,496	0 ------------- 420,151	0 ------------- 0
2JAMES FRIEDLICH CEO AND MANAGER, INSTITUTE	(i) (ii)	357,692 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	41,526 ------------- 0	399,218 ------------- 0	0 ------------- 0
3ANNIE MADONIA CHIEF ADVANCE OFFICER, INS	(i) (ii)	295,058 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	39,242 ------------- 0	334,300 ------------- 0	0 ------------- 0
4ORLANDO ESPOSITO CHIEF FINANCIAL OFFICER	(i) (ii)	0 ------------- 143,021	0 ------------- 0	0 ------------- 198	0 ------------- 0	0 ------------- 14,848	0 ------------- 158,067	0 ------------- 0
5KEN HERTS CHIEF OPERATING OFFICER, INSTITUTE	(i) (ii)	244,208 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	741 ------------- 0	244,949 ------------- 0	0 ------------- 0
6BURT HERMAN MANAGER, INSTITUTE	(i) (ii)	174,307 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	14,016 ------------- 0	188,323 ------------- 0	0 ------------- 0
7JANELLE STAFFORD MANAGING DIRECTOR - INSTITUTE	(i) (ii)	177,692 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	177,692 ------------- 0	0 ------------- 0
8REBECCA FORMAN DIRECTOR OF ADVANCEMENT - INSTITUTE	(i) (ii)	159,404 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	159,404 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2019

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 3	TPF SPECIAL ASSETS FUND RELIES ON THE PHILADELPHIA FOUNDATION TO DETERMINE THE COMPENSATION FOR THE PRESIDENT & CEO, PEDRO A. RAMOS. THE PHILADELPHIA FOUNDATION USED THE FOLLOWING METHODS TO DETERMINE COMPENSATION FOR THE PRESIDENT & CEO: COMPENSATION COMMITTEE FORM 990 OF OTHER ORGANIZATIONS COMPENSATION SURVEY OR STUDY APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE

Schedule J (Form 990) 2019

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

2019

Open to Public
Inspection

Name of the organization

TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

Return Reference	Explanation
FORM 990 PART IV LINE 2A:	FOR THE PURPOSE OF REPORTING THE NUMBER OF EMPLOYEES DURING THE YEAR, TPF SPECIAL ASSETS FUND IS REPORTING ON PART IV, LINE 2A THE EMPLOYEES PAID BY A RELATED ORGANIZATION, THE PHILADELPHIA FOUNDATION, SINCE TPF SPECIAL ASSETS FUND REIMBURSES THE SALARY AND BENEFITS PAID TO THESE INDIVIDUALS.
FORM 990, PART VI, SECTION A, LINE 7A	THE PHILADELPHIA FOUNDATION FUND HAS THE POWER TO APPOINT AND REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS OF TPF SPECIAL ASSETS FUND. THE PHILADELPHIA FOUNDATION HAS THE POWER TO APPOINT AND REMOVE ONE MEMBER OF THE GOVERNING BODY OF THE LENFEST INSTITUTE.
FORM 990, PART VI, SECTION A, LINE 7B	TPF SPECIAL ASSETS FUND'S (SAF) RIGHT TO AMEND ITS GOVERNING INSTRUMENTS IS SUBJECT TO THE APPROVAL OF THE PHILADELPHIA FOUNDATION. FOR THE LENFEST INSTITUTE, THE RIGHT TO AMEND GOVERNING INSTRUMENTS AND CERTAIN OTHER POWERS ARE SUBJECT TO APPROVAL BY SAF, THE SOLE MEMBER.
FORM 990, PART VI, SECTION A, LINE 8B	THE ORGANIZATION DOES NOT HAVE ANY COMMITTEES THAT HAVE AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY.
FORM 990, PART VI, SECTION B, LINE 11B	TPF SPECIAL ASSETS FUND'S PUBLIC ACCOUNTING FIRM PREPARES THE FORM 990 BASED ON THE INFORMATION PROVIDED BY MEMBERS OF THE FINANCE TEAM. ONCE THE RETURN IS PREPARED, IT IS REVIEWED BY THE FINANCE TEAM ALONG WITH EXECUTIVE MANAGEMENT BEFORE BEING PROVIDED TO THE AUDIT COMMITTEE AND GOVERNING BODY FOR THEIR REVIEW.
FORM 990, PART VI, SECTION B, LINE 12	BOARD MEMBERS, STANDING COMMITTEE MEMBERS, AND STAFF SHALL ADVISE THE PRESIDENT AND CEO OF THE TPF SPECIAL ASSETS FUND (SAF) OF AFFILIATION WITH ANY GRANTEE, POTENTIAL GRANTEE OR VENDOR IN RESPONSE TO AN ANNUAL QUESTIONNAIRE FROM SAF AND AT ANY OTHER TIME WHEN SUCH PERSON BECOMES AWARE OF AN AFFILIATION WHICH HAS NOT PREVIOUSLY BEEN DISCLOSED. NO MEMBER OF THE BOARD OR ANY STANDING COMMITTEE WHO IS AFFILIATED WITH ANY ORGANIZATION BEING CONSIDERED FOR A GRANT FROM SAF SHALL PARTICIPATE IN THE CONSIDERATION OF SUCH GRANT, OR SHALL VOTE ON SUCH GRANT AWARD. NO MEMBER OF THE BOARD OR ANY STANDING COMMITTEE WHO IS AFFILIATED WITH ANY VENDOR OF GOODS OR SERVICES TO SAF SHALL PARTICIPATE IN THE CONSIDERATION OR ADMINISTRATION OF ANY CONTRACT WITH SUCH VENDOR. NO MEMBER OF THE STAFF OF SAF SHALL, WITHOUT THE PERMISSION OF THE PRESIDENT AND CEO, BE AFFILIATED WITH ANY GRANTEE, PROSPECTIVE GRANTEE OR VENDOR TO SAF.
FORM 990, PART VI, SECTION B, LINE 15B	THE EXECUTIVE COMMITTEE OF THE INSTITUTE'S BOARD OF MANAGERS, WITHOUT PARTICIPATION OF THE CEO, IS RESPONSIBLE FOR ESTABLISHING ANNUAL COMPENSATION FOR THE INSTITUTE'S CEO. PRIOR TO THE ANNUAL ANNIVERSARY OF THE CEO'S HIRING DATE, THE EXECUTIVE COMMITTEE RESEARCHES COMPARABLE SALARY AND BENEFITS DATA, SUCH AS DATA AVAILABLE FROM SALARY AND BENEFIT SURVEYS, TO LEARN WHAT NONPROFIT EMPLOYERS WITH SIMILAR MISSIONS, SIMILAR BUDGET AND LOCATED IN THE SAME OR A SIMILAR GEOGRAPHIC REGION PAY THEIR SENIOR LEADERS. THE EXECUTIVE COMMITTEE MAY CHOOSE TO USE AN OUTSIDE EXPERT TO ASSIST IT WITH THIS RESEARCH. THE EXECUTIVE COMMITTEE DOCUMENTS WHO WAS INVOLVED AND THE PROCESS USED TO CONDUCT THE SALARY REVIEW, INCLUDING THE CRITERIA USED TO EVALUATE THE PERFORMANCE OF THE CEO. IT PRESENTS ITS PERFORMANCE REVIEW, COMPARABLE SALARY DATA AND COMPENSATION RECOMMENDATIONS TO THE FULL BOARD FOR ITS APPROVAL PRIOR TO THE ANNUAL ANNIVERSARY OF THE CEO'S HIRING DATE. THIS PROCESS LAST OCCURRED IN 2019. THE INSTITUTE'S CEO IS RESPONSIBLE FOR REVIEWING AND DECIDING COMPENSATION FOR OTHER KEY EMPLOYEES OF THE ORGANIZATION. THE CEO USES DATA FROM SALARY AND BENEFIT SURVEYS AS NEEDED TO LEARN WHAT NONPROFIT EMPLOYERS WITH SIMILAR MISSIONS, BUDGETS AND GEOGRAPHIC REGIONS PAY THEIR SENIOR LEADERS. THE CEO DISCUSSES COMPENSATION DECISIONS WITH MEMBERS OF THE EXECUTIVE COMMITTEE. THIS PROCESS LAST OCCURRED IN 2019.
FORM 990, PART VI, SECTION C, LINE 19	THE PHILADELPHIA FOUNDATION MAKES THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY FOR TPF SPECIAL ASSETS FUND AVAILABLE UPON REQUEST. WITH THE TPF SPECIAL ASSETS FUND BEING INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE PHILADELPHIA FOUNDATION, THEY ARE AVAILABLE THROUGH THE PHILADELPHIA FOUNDATION'S ANNUAL REPORT AND ALSO ON THE PHILADELPHIA FOUNDATION'S WEBSITE.
FORM 990, PART IX, LINE 11G	CONSULTING RELATED TO GRANT FUNDED PROGRAMS: PROGRAM SERVICE EXPENSES 3,405,830. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,405,830. PAYROLL PROCESSING FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 15,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 15,000. ADMINISTRATIVE FEE TO PHILADELPHIA FOUNDATION: PROGRAM SERVICE EXPENSES 26,250. MANAGEMENT AND GENERAL EXPENSES 20,250. FUNDRAISING EXPENSES 28,500. TOTAL EXPENSES 75,000. FEASIBILITY STUDY: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 14,513. TOTAL EXPENSES 14,513. OTHER FEES: PROGRAM SERVICE EXPENSES 20,206. MANAGEMENT AND GENERAL EXPENSES 43,781. FUNDRAISING EXPENSES 13,885. TOTAL EXPENSES 77,872.
FORM 990 PART IX LINES 5 AND 7:	TPF SPECIAL ASSETS FUND DOES NOT ISSUE ANY W-2S, BUT RATHER REIMBURSES ITS RELATED ORGANIZATION, THE PHILADELPHIA FOUNDATION, FOR SALARIES PAID TO EMPLOYEES DEVOTING TIME TO THE LENFEST INSTITUTE FOR JOURNALISM. WITHIN THE STATEMENT OF FUNCTIONAL EXPENSES, THE SALARIES REIMBURSED TO THE RELATED ORGANIZATION ARE REPORTED AS SUCH IN PART IX OF THE FILING.
FORM 990, PART XI, LINE 9:	BAD DEBT EXPENSE -4,000,000.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

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

2019

Open to Public Inspection

Name of the organization

TPF SPECIAL ASSETS FUND

Employer identification number

04-3731829

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
(1) THE LENFEST INSTITUTE FOR JOURNALISM LLC 300 BARR HARBOR DRIVE SUITE 460 WEST CONSHOHOCKEN,PA19428 04-3731829	FOSTERS INNOVATION TO SUSTAIN INDEPENDENT JOURNALISM	PA	25,125,953	105,117,770	TPF SPECIAL ASSETS FUND

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)THE PHILADELPHIA FOUNDATION 1835 MARKET STREET SUITE 2410 PHILADELPHIA,PA19103 23-1581832	GRANTMAKING	PA	501(C)(3)	LINE 8	N/A		No
(2)THE HARRY R HALLORAN JR CHARITABLE TRUST 1835 MARKET STREET SUITE 2410 PHILADELPHIA,PA19103 46-6758450	GRANTMAKING	PA	501(C)(3)	LINE 12A, I	THE PHILADELPHIA FOUNDATION		No
(3)DELAWARE CHARITABLE ASSETS INC 1835 MARKET STREET SUITE 2410 PHILADELPHIA,PA19103 47-5425277	SUPPORT THE PHILADELPHIA FOUNDATION	PA	501(C)(3)	LINE 12A, I	THE PHILADELPHIA FOUNDATION		No
(4)THE DR RUDOLPH MASCIANTONIO FOUNDATION FOR CLASSICAL STUDIES 1835 MARKET STREET SUITE 2410 PHILADELPHIA,PA19103 30-6595159	SUPPORT THE PHILADELPHIA FOUNDATION	PA	501(C)(3)	LINE 12A, I	THE PHILADELPHIA FOUNDATION		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2019

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	(h) Percentage ownership	(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
(1) PHILADELPHIA MEDIA NETWORK PBC 801 MARKET STREET SUITE 300 PHILADELPHIA,PA19107 45-5415437	NEWS MEDIA PRODUCTION	DE	PMN PBC CHARITABLE TRUST	C	139,480,729	46,904,481	99.990 %	Yes

Schedule R (Form 990) 2019

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) ............................

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) .................

Yes

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

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

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

Yes

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

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

Schedule R (Form 990) 2019

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) 2019

Page 5

Part VII

Supplemental Information

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

Return Reference	Explanation
SCHEDULE R, PART IV	TPF SPECIAL ASSETS FUND'S INTEREST IN THE PHILADELPHIA MEDIA NETWORK, PBC CONSISTS ENTIRELY OF NON-VOTING SHARES.

Schedule R (Form 990) 2019

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	50,408,736	23,597,567
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,120,891	1,359,184
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	70,088	169,202
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	51,599,715	25,125,953
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	5,511,342	20,819,422
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)	1,060,625	1,931,164
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 880,956
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	3,187,066	5,937,632
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	9,759,033	28,688,218
19	Revenue less expenses. Subtract line 18 from line 12.......	41,840,682	-3,562,265
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	100,598,800	105,118,770
21	Total liabilities (Part X, line 26).............	900,563	7,463,771
22	Net assets or fund balances. Subtract line 21 from line 20.....	99,698,237	97,654,999

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 26,862,353 including grants of $ 20,819,422 ) (Revenue $ 0 )
	THE LENFEST INSTITUTE:THE LENFEST INSTITUTE SUPPORTS BOTH THE DIGITAL TRANSFORMATION OF HERITAGE NEWS ORGANIZATIONS AND THE ENTREPRENEURIAL EFFORTS OF YOUNG, INNOVATIVE COMPANIES. THE INSTITUTE BELIEVES THAT QUALITY CIVIC JOURNALISM REQUIRES NEW BUSINESS MODELS, POWERFUL INNOVATIONS AND GROWING, DIVERSE AUDIENCES TO ACHIEVE SUSTAINABILITY IN THE DIGITAL AGE. IT FUNDS PROGRAMS THAT PRODUCE HIGH-IMPACT JOURNALISM, INNOVATIVE NEWS TECHNOLOGY, AND THAT LEAD TO HIGHLY ENGAGED, DIVERSE AND GROWING AUDIENCES. HIGH-IMPACT JOURNALISM:QUALITY, IN-DEPTH REPORTING REMAINS THE FUNDAMENTAL VALUE PROPOSITION BETWEEN LOCAL NEWS ORGANIZATIONS AND THEIR AUDIENCES. THE LENFEST INSTITUTE INVESTS IN INDISPENSABLE PUBLIC-BENEFIT JOURNALISM FOR THE COMMUNITIES IT SERVES.NEWS TECHNOLOGY AND INNOVATION:TO SURVIVE AND THRIVE, LOCAL NEWS ENTERPRISES MUST BE NIMBLE, TECH ENABLED AND COMMITTED TO CONSTANT INNOVATION. INVESTING IN THE TECHNICAL MUSCLE OF NEWS ORGANIZATIONS AND INTRODUCING NEW TOOLS IMPROVE CUSTOMER EXPERIENCE, AUDIENCE ENGAGEMENT AND OPERATIONAL EFFICIENCY, ALL KEY TO BUSINESS SUSTAINABILITY.DIVERSE & GROWING AUDIENCES:DIVERSE AND INCLUSIVE NEWSROOMS ATTRACT DIVERSE AND GROWING AUDIENCES. OUR INVESTMENTS IN NEWSROOM DIVERSITY, COMMUNITY LISTENING PROJECTS, AND MULTI-CULTURAL NEWS MEDIA ADDRESS SOME OF JOURNALISM'S BIGGEST CHALLENGES AND ONE OF ITS GREATEST OPPORTUNITIES. KNIGHT-LENFEST TRANSFORMATION FUND:THE KNIGHT-LENFEST TRANSFORMATION FUND IS A FIVE-YEAR EFFORT DESIGNED TO ACCELERATE INNOVATION IN LOCAL NEWS ORGANIZATIONS IN PHILADELPHIA AND ACROSS THE UNITED STATES. THE FUND WAS CREATED BY THE JOHN S. AND JAMES L. KNIGHT FOUNDATION AND THE LENFEST INSTITUTE FOR JOURNALISM TO HELP BUILD A SUSTAINABLE, EQUITABLE FUTURE FOR LOCAL NEWS.SPOTLIGHT PA: A COLLABORATIVE NEWSROOM DEDICATED TO PRODUCING NONPARTISAN INVESTIGATIVE JOURNALISM ABOUT PENNSYLVANIA GOVERNMENT AND URGENT STATEWIDE ISSUES.FACEBOOK LOCAL NEWS ACCELERATORS:THE FACEBOOK JOURNALISM PROJECT ACCELERATOR IS A BROAD PROGRAM COMPRISED OF THREE DIFFERENT COMMON PROBLEM AREAS IN THE NEWS INDUSTRY AND SOLUTIONS OF HOW TO OVERCOME THEM. IT ENCOMPASSES THE SUBSCRIPTION ACQUISITION, SUBSCRIPTION RETENTION, AND MEMBERSHIP RETENTION ACCELERATORS. FUNDED AND ORGANIZED BY THE FACEBOOK JOURNALISM PROJECT, THE PROGRAMS INCLUDE HANDS-ON WORKSHOPS, A GRANTMAKING PROGRAM, AND REGULAR REPORTS ON BEST PRACTICES.SPOTLIGHT PA:SPOTLIGHT PA IS A COLLABORATIVE EFFORT AMONG THE PHILADELPHIA INQUIRER, PITTSBURGH POST GAZETTE AND PENN LIVE/PATRIOT NEWS THAT IS DEDICATED TO PRODUCING NON-PARTISAN INVESTIGATIVE JOURNALISM ABOUT PENNSYLVANIA GOVERNMENT AND URGENT STATEWIDE ISSUES. INNOVATION GRANTS:THE LENFEST INSTITUTE HAS AWARDED TWO TYPES OF GRANTS: THE LOCAL NEWS BUSINESS MODEL CHALLENGE FOR PROJECTS THAT EXPLORE NEW BUSINESS MODELS FOR SUSTAINABLE LOCAL NEWS AND INFORMATION ORGANIZATIONS, AND THE PHILADELPHIA NEWS ECOSYSTEM COLLABORATION GRANTS FOR PLANNING OR PROTOTYPE PROJECTS BRINGING TOGETHER ORGANIZATIONS IN THE PHILADELPHIA AREA FOR CLOSER COLLABORATION. OTHER PROGRAM ACTIVITIES:THE LENFEST INSTITUTE SUPPORTS BOTH THE DIGITAL TRANSFORMATION OF HERITAGE NEWS ORGANIZATIONS AND THE ENTREPRENEURIAL EFFORTS OF YOUNG, INNOVATIVE COMPANIES. OTHER PROGRAM ACTIVITIES INCLUDE CONVENING, ADVISORY WORK, LEARNINGS SEMINARS, RESEARCH AND OTHER OUTREACH IN SUPPORT OF LOCAL JOURNALISM.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses26,862,353

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,459,130	511,076	162,667

		Business Code
2a
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....

1	Briefly describe the organization’s mission or most significant activities: RECEIVE, MANAGE AND DISTRIBUTE ASSETS, IN SUPPORT OF THE PHILADELPHIA FOUNDATION.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	31
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	29
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	12
6	Total number of volunteers (estimate if necessary) .............	6	34
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 39 .........	7b	0

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c	115,322
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f	23,482,245

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		23,597,567

3 Investment income (including dividends, interest, and othersimilar amounts) ......			1,498,280			1,498,280
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents			6a
b	Less: rental expenses			6b
c	Rental income or (loss)			6c
d	Net rental income or (loss).......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		1,381,706	7a
b	Less: cost or other basis and sales expenses		1,520,802	7b
c	Gain or (loss)		-139,096	7c
d	Net gain or (loss).........			-139,096			-139,096
8a	Gross income from fundraising events (not including $ 115,322of contributions reported on line 1c). See Part IV, line 18 ....
			8a	40,677
b	Less: direct expenses ...		8b	40,677
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	FEE FOR SERVICE INCOME/GRANT OVER		900099	169,202			169,202
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			169,202
12	Total revenue. See instructions.....			25,125,953	0	0	1,528,386

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	20,791,822	20,791,822
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	27,600	27,600
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	985,747	443,173	133,531	409,043
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........	646,080	380,640	83,468	181,972
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	71,397	19,032	9,752	42,613
9	Other employee benefits .......	121,796	47,550	32,168	42,078
10	Payroll taxes ...........	106,144	53,995	15,308	36,841
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	134,560		134,560
c	Accounting ...........	145,595		145,595
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	228,628		228,628
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	3,588,215	3,452,286	79,031	56,898
12	Advertising and promotion ....	70,568	40,677		29,891
13	Office expenses .......	11,645	4,373	3,346	3,926
14	Information technology ......	32,397	15,767	6,995	9,635
15	Royalties ..
16	Occupancy ...........	4,229	1,484	1,155	1,590
17	Travel ............	246,168	188,973	24,008	33,187
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	162,389	132,644	9,644	20,101
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	8,142	2,858	2,223	3,061
23	Insurance ...	13,610	176	13,434
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	EXPENSE REIMBURSEMENTS	1,048,778	1,048,778
b	FEES PAID FOR FISCAL SP	168,202	168,202
c
d
e	All other expenses	74,506	42,323	22,063	10,120
25	Total functional expenses. Add lines 1 through 24e	28,688,218	26,862,353	944,909	880,956
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 ........				1
2	Savings and temporary cash investments .........			9,638,626	2	16,454,553
3	Pledges and grants receivable, net ......			25,478,567	3	10,721,661
4	Accounts receivable, net .............				4
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............				8
9	Prepaid expenses and deferred charges ......			13,229	9	104,969
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	50,207
b	Less: accumulated depreciation	10b	10,177	48,172	10c	40,030
11	Investments—publicly traded securities .			40,607,495	11	43,161,960
12	Investments—other securities. See Part IV, line 11 .....			24,812,711	12	34,635,597
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 33)...			100,598,800	16	105,118,770

17	Accounts payable and accrued expenses .....	665,563	17	1,526,778
18	Grants payable ...	235,000	18	5,936,993
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 any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			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..	900,563	26	7,463,771

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	569,316	27	586,513
28	Net assets with donor restrictions ...........	99,128,921	28	97,068,486
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	99,698,237	32	97,654,999
33	Total liabilities and net assets/fund balances ........	100,598,800	33	105,118,770