990-PF Return of Private Foundation

Return of Private Foundation OMB No 1545-0052 Form 990-PF or Section 4947(a)(1) Trust Treated as Private Foundation Department of the Treasury 10- Do not enter Social Security numbers on this form as it may be made public. 2013 Internal Revenue Service 110 Information about Form 990-PF and its separate instructions is at wvAv irs oov/form For calendar year 2013 or tax year beginning , and ending Name of foundation A Employer identification number

THE WILLIAM PENN FOUNDATION 23-1503488 Number and street (or P O box number if mail is not delivered to street address ) Room/suite B Telephone number TWO LOGAN SQUARE 11TH FLOOR 215-988-1830

City or town, state or province, country, and ZIP or foreign postal code C If exemption application is pending , check here ► PHILADELPHIA, PA 19103 G Check all that apply: L_J Initial return L_J Initial return of a former public charity D 1. Foreign organizations , check here EDFinal return Amended return 2. Foreign organizations meeting the 85% test, Address chan g e Name change check here and attach computation H Check type of organization: X Section 501 (c)(3) exempt private foundation E If private foundation status was terminated = Section 4947(a)( 1) nonexempt charitable trust 0 Other taxable private foundation under section 507(b)(1)(A), check here ► Fair market value of all assets at end of year J Accounting method : L_J Cash L_J Accrual F If the foundation is in a 60-month termination (from Part ll, col (c), line 16) OX Other (specify) MODIFIED ACCRUAL under section 507(b)(1)(B), check here ► $ 2 , 2 8 3 ,16 4 , 2 5 6 . (Part 1, column (d) must be on cash basis) Part 1 Analysis of Revenue and Expenses (a) Revenue and (b ) Net investment ( Adjusted net ( d ) Disbursements (The total of amounts in columns (b), (c), and (d) may not c) for c haritab l e p urp o ses necessari ly equa l the amounts in column (a) ) expenses per books income income

1 Contributions , gifts, grants, etc., received I-- 2 Check [II] it the foundation is not required to attach Sch B 3 Interest on savings and temporary cash investments 501. 501. S TATEMENT 2 4 Dividends and interest from securities 35,151, 385. 52,840,676. STATEMENT 3 5a Gross rents

b Net rental income or (loss)

6a Net gain or (loss ) from sale of assets not on line 10 117,159,782. STATEMENT 1 7 Gross sales p rice for all e b assets onl i ne 6a 117 ,159 , 782. 81 7 Capital gain net income (from Part IV, line 2) 10 8 ,5 88,103. 8 Net short-term capital gain N/A - l 9 Income modifications Gross sales less returns 10a and allowances

b Less Cost of goods sold c Gross profit or (loss) • 11 Other Income 12,726. 2,299,179. 8, 4 4 4. TATEMENT 4 12 Total . Add lines 1through ll 152,324,394. 163,728,459. 8,444. 13 Compensation of officers , directors , trustees, etc 1, 293 , 251 . 695 , 105 . 0 . 574 ,111. 14 Other employee salaries and wages 2, 058 , 350 . 600 , 862 . 0. 1, 641 , 655 . 15 Pension plans, employee benefits 737, 867 . 187, 044. 0 . 1, 103, 315. U) 16a Legal fees STMT 5 350, 322. 24,576. 0. 273, 636. a b Accounting fees STMT 6 64,786. 25,126. 0. 6 3,061. W c Other professional fees STMT 7 9, 104, 251. 8, 772, 716. 0. 295,496. 17 I 2, 455, 772. 18 axesRFCE \/E5, KT 8 8,223,240. 1,171,763. 0. 0. .Ln 19 IDeeprTtatton and depletion- 244, 876 . 62, 215. 0. E 20 pane } 398 , 812. 100,683. 0 . 305, 228. 9 21 T Fr corlfbl^dce An t Petl4ngs Wt 219,479. 89,457. 0. 124,969. C 22 P intiiig-and publications e F J 0 23 ^herex 6\1 )STM 9 893,966. 9,427,048. 0. 647,539. f•; i 24 T pe dfiistrative a expenses . Add lines 13 through 23 23, 589,200. 23,612,367. 0. 5, 029,010. 0 25 Contributions, gifts, grants paid 88, 2 43,046. 80, 099,460. 26 Total expenses and disbursements. C4 Add lines 24 and (U, 25 11,832,246. 23,612,367. 0. 85,128,470. 27 Subtract line 26 from line 12:

a Excess of revenue over expenses and disbursements 40 ,492,148. b Net investment income [if negative, enter -o-) 4 0 ,116 , 0 9 2 . c Adjusted net income it negative, enter -0-) 8,444. 10-10-13 LHA For Paperwork Reduction Act Notice, see instructions . Form 990-PF (2013) 1 (^ J 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 . & Form 990-PF 2013 THE WILLIAM PENN FOUNDATION 23-1503 488 Page 2 Attached schedules and amounts in the description Beginning of year End of year P art 11 Balance Sheets column should be for end-of-year amounts only (a ) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-Interest -bearing 44,194. 399,994. 399,994. 2 Savings and temporary cash investments 10,403,011. 82,567,416. 82,567,416. 3 Accounts receivable ► Less: allowance for doubtful accounts ► 4 Pledges receivable ► Less: allowance for doubtful accounts ► 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons

7 Other notes and loans receivable ► J Less: allowance for doubtful accounts ► 8 Inventories for sale or use y 9 Prepaid expenses and deferred charges 488,179. 118,681. 118 , 681 . a 10a Investments - U.S. and state government obligations STMT 12 101,110 , 874. 79,517,107. 79, 517,107. b Investments - corporate stock STMT 13 892,851,272. 937,744,100. 937,744,100. c Investments - corporate bonds STMT 14 265,658,472. 192,059,701. 192, 059,701. 11 Investments land, buildings, and equipment basis ► Less accumulated depreciation ► 12 Investments - mortgage loans 13 Investments - other STMT 15 749 , 438, 523. 988 ,652,049 . 988,652,049. 14 Land, buildings , and equipment : basis ► 3,652,504. Less accumulated depreciaoon ► 3,278,692. 540,196. 373,812. 373,812. 15 Other assets (describe ► STATEMENT 16 ) 2,013,919. 1,731,396. 1,731,396. 16 Total assets (to be completed by all filers - see the instructions. Also, see page 1, item 1 2022548640. 2283164256. 2283164256. 17 Accounts payable and accrued expenses 4,878, 945. 9 ,450,911. 18 Grants payable 20,603,511. 27,851,110. H 19 Deferred revenue

'-' 20 Loans from officers, directors , trustees , and other disqualified persons 21 Mortgages and other notes payable 22 Other liabilities (describe ► STATEMENT 17 ) 2,76 6,408 . 2,274,463.

23 Total liabilities add lines 17 through 22 28, 248,8 64. 39,576,484. Foundations that follow SFAS 117 , check here ► and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 1175303099. 1317080923. to 25 Temporarily restricted 818,996,677. 926,506,849. co 26 Permanently restricted Foundations that do not follow SFAS 117 , check here ► LL and complete lines 27 through 31. y 27 Capital stock, trust principal , or current funds 28 Paid-in or capital surplus, or land, bldg ., and equipment fund 29 Retained earnings, accumulated income , endowment, or other funds Z 30 Total net assets or fund balances 1994299776. 2243587772.

31 Total liabilities and net assets/fund balances 2022548640. 2283164256. Part I11 Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end -of-year figure reported on prior year's return ) 1 1994299776 . 2 Enter amount from Part I, line 27a 2 40,492,148 . 3 Other increases not included in line 2 ( itemize ) ► SEE STATEMENT 11 3 208,795,848. 4 Add lines 1 , 2, and3 4 2243587772. 5 Decreases not included in line 2 ( itemize) ► 5 0 - 6 Total net assets or fund balances at end of year ( line 4 minus line 5 - Part II , column (b ), line 30 6 2 2 4 3 5 8 7 7 7 2 . Form 990-PF (2013) 323511 10.10-13 2 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 0 0 Form 990-PF (2013) THE WILLIAM PENN FOUNDATION 23-1503488 Page 3 Part IV Capital G ai ns and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold (e.g., real estate, How acquire (c) Date acquired (d) Date sold Purchase 2-story brick warehouse , or common stock, 200 shs. MLC Co.) D - Donation (mo., day, yr.) (mo., day, yr.) 1a SEE STATEMENT A P b c d e (e) Gross sales price (f) Depreciation allowed (g) Cost or other basis ( h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) a 117,159,782. 8,571,679. 108,588,103. b c d e Comp lete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 (I) Gains (Col. (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0-) or F.M.V. of 12/31/69 Losses (from col. (h)) (i) as as of 12/31/69 over col. (j), if any a 108,588,103. b c d e If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line 7 2 108,588,103. 3 Net short-term capital gain or ( loss) as defined in sections 1222(5 ) and (6): If gain, also enter in Part I, line 8, column (c). If ( loss ), enter -0- in Part I, line 8 3 108,588,103. Part V Qualification Under Section 4940(e) for Reduced Tax on Net investment income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period' Yes ® No If "Yes," the foundation does not qualify under section 4940 (e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see the instructions before making any entries. a Base p eriod years Ad justed q ualifyin g (col ( b) divi ded by col. (c)) 2012 85 ,743,894. 1,934, 482,648 . .044324 2011 87,437,696. 1,967,736,691. . 044436 2010 86,605,689 . 1,881,529,370. .04 6029 2009 68,687 ,602. 1,078,978,783. .063660 2008 67,598,889. 1,252,213,987. .053983

2 Total of line 1, column (d) 2 . 2 5 2 4 3 2 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years 3 . 0 5 0 4 8 6

4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5 4 2 ,10 6 , 0 21, 9 31.

5 Multiply line 4 by line 3 5 106,324,623.

6 Enter 1% of net investment income (1% of Part I , line 27b ) 6 1,401,161.

7 Add lines 5 and 6 7 107,725,784.

8 Enter qualifying distributions from Part XII, line 4 8 85,187,146. If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

323521 10- 10-13 Form 990-PF (2013) 3 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 • 0 Form990-PF 2013 THE WILLIAM PENN FOUNDATION 23- 1503488 Page4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) la Exempt operating foundations described in section 4940(d)(2), check here ► L_j and enter'N/A' on line 1. Date of ruling or determination letter: (attach copy of letter if necessary-see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ► 0 and enter 1% 1 2,802,322. of Part I, line 27b c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b). 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0. 3 Add lines 1 and 2 3 2, 802, 322. 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0. 5 Tax based on investment income . Subtract line 4 from line 3. If zero or less, enter -0- 5 2 , 802, 322. 6 Credits/Payments: a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 2,608,389. b Exempt foreign organizations - tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c 1,360,000. d Backup withholding erroneously withheld 6d 7 Total credits and payments. Add lines 6a through 6d 7 3,968,389 8 Enter any penalty for underpayment of estimated tax. Check here ® if Form 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed ► 9 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 1,166,067 11 Enter the amount of line 10 to be: Credited to 2014 estimated tax ► 1 ,16 6 , 0 6 7 . 1 Refunded No- 11 0 Part VII-A Statements Regarding Activities la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No any political campaign? la X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for the definition)? lb X If the answer is 'Yes" to to or fb, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? 1c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. ► $ 0. (2) On foundation managers. Jo- $ 0. e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. ► $ 0. 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 X If 'Yes," attach a detailed description of the activities 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes, " attach a conformed copy of the changes 3 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X b If "Yes," has it filed a tax return on Form 990-T for this year? 4b X 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X If "Yes,' attach the statement required by General Instruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the foundation have at least $5,000 in assets at any time during the year? If 'Yes," complete Part /1, col (c), and Part XV 7 X

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► PA, DE b If the answer is 'Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G9 If 'No,' attach explanation 8b I X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(I)(3) or 4942(l)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)? If 'Yes," complete Part XIV 9 X 10 Did any persons become substantial contributors dunna the tax year? If -Yes.' attar, a st,eduie li5tina their names and addresses 10 X Form 990-PF (2013)

323531 10-10-13 4 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF___ 1 0 • Form 990-PF (2013) THE W I LLIAM PENN FOUNDATION 23-1503488 (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)9 If 'Yes," attach schedule (see instructions) 11 X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory pnvileges7 If 'Yes, attach statement (see instructions) 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X Website address ► WILLIAMPENNFOUNDATION.ORG 14 The books are in care of ► BRUCE BERGEN Telephone no. ► 215-988-1830 Located at ► TWO LOGAN SQUARE 11TH FLOOR, PHILADELPHIA, PA ZIP+4 15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here ► and enter the amount of tax-exempt interest received or accrued during the year ► 15 N/A 16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over a bank, Yes No securities, or other financial account in a foreign country? I 16 X See the instructions for exceptions and filing requirements for Form TD F 90-22.1. If ryes, enter the name of the foreign OTHER country ► COUNTRY orm File Form 4720 if any item is checked in the " Yes" column , unless an exception applies. No la During the year did the foundation (either directly or indirectly). (1) Engage in the sale or exchange, or leasing of property with a disqualified person' Yes X^ No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? E::]Yes © No (3) Furnish goods, services, or facilities to (or accept them from ) a disqualified persons 0 Yes XO No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? STATEMENT f0 OX Yes 0 No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person )? 0 Yes O No (6) Agree to pay money or property to a government officials ( Exception . Check "No" if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days. ) 0 Yes X No b If any answer is 'Yes" to la(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941(d )-3 or in a current notice regarding disaster assistance (see instructions)? lb X Organizations relying current regarding disaster on a notice assistance check here ► 0 c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2013? 1c X 2 Taxes on failure to distribute income (section 4942) ( does not apply for years the foundation was a private operating foundation defined in section 4942( j)(3) or 4942 (l)(5)): a At the end of tax year 2013, did the foundation have any undistributed income ( lines 6d and Be, Part XIII) for tax year(s) beginning before 2013? 0 Yes ® No If 'Yes," list the years ► b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 (a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942 (a)(2) to all years listed, answer "No" and attach statement - see instructions.) N/A 2b c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? 0 Yes OX No b If "Yes; did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10 -, 15-, or 20-year first phase holding periods (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2013) N/A 3b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? X b Did the foundation make any investment in a prior year (but after December 31, 1969 ) that could jeopardize its charitable purpose that had not been removed from ieooardv before the first day of the tax year beammno in 20137 I4bI IX Form 990-PF (2013)

323541 10-10-13 5 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 Form990-PF 2013 0 WILLIAM PENN FOUNDATION 0-1503488 Page6 Part VII- B Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? Q Yes © No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drivel Yes OX No (3) Provide a grant to an individual for travel, study, or other similar purposes' Yes OX No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? Yes OX No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals' Yes OX No It If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see Instructions)? N/A 5b Organizations relying on a current notice regarding disaster assistance check here c If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? N/A Yes 0 No If "Yes," attach the statement required by Regulations section 53 4945-5(d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contracts Yes © No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b X J If "Yes" to 6b, file Form 8870 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? Yes X No b If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? N/A 7b Part VIII Information About Officers, Directors , Trustees , Foundation Managers , Highly Paid Employees , and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation. (b) Title, and average (c) Compensation contnbubonsto (e) Expense (a) Name and address hours per week devoted ( If not paid , employeedeeneedand Ons account, other to position enter -0-) co mpensation allowances

SEE STATEMENT 18 1293251. 579,829. 18,114.

z Compensation or rive mgnest-Data employees fotner tnan tnose mctuaea on line 11. IT none, enter "NUNL." (b) Title, and average contnbubonsto (e) Ex pense deteereitdplans (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation empland account, other devoted to position compensation allowances JEFFREY JACKMAN IR OF INVEST TWO LOGAN SQ 11TH FL, PHILA, PA 19103 40.00 196,135. 37,244. 996. AMY CHAN NV ANALYST TWO LOGAN SQ 11TH FL, PHILA, PA 19103 40.00 172,319. 17,456. 996. OLIVE MOSIER PROGRAM DIREC TOR TWO LOGAN SQ 11TH FL, PHILA, PA 19103 40.00 146,518. 34,803. 996. SHAWN MCCANEY PROGRAM OFFIC E TWO LOGAN SQ 11TH FL, PHILA, PA 19103 40.00 125,814. 34,737. 996. ANDREW JOHNSON ROGRAM TWO LOGAN SQ 11TH FL, PHILA, PA 19103 40.00 I T 121,862. 1 30,034. 1 996. Total number of other employees paid over $50,000 ► 1 is Form 990-PF (2013)

323551 10.10-13 6 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 0 • Form 990-PF 2013 THE WILLIAM PENN FOUNDATION 23-1503488 Page 7 Part Vill Information About Officers, Directors, Trustees , Foundation Managers , Highly Paid Em ployees , and Contractors (continued) 3 Fi ve highest-paid independent contractors for professional services. If none, enter "NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation ACADIAN ASSET MGT LLC - 260 FRANKLIN STREET, 21ST FL, BOSTON, MA 02110 INVESTMENT COUNSEL 916,384. BAILLIE GIFFORD OVERSEAS LTD - CALTON SQUARE 1 GREENSIDE ROW, EDINBURGH, SCOTLAND, UNITED INVESTMENT COUNSEL 801,811. PRIMECAP MANAGEMENT COMPANY 225 S. LAKE AVENUE, PASADENA, CA 91101 NVESTMENT COUNSEL 765,610. WALTER SCOTT & PARTNERS LTD - ONE CHARLOTTE SQUARE, EDINBURGH, SCOTLAND, UNITED KINGDOM NVESTMENT COUNSEL 642,649. LOOMIS, SAYLES & COMPANY LP ONE FINANCIAL CENTER, BOSTON, MA 02111 INVESTMENT COUNSEL 482,046. number Total of others receiving over $50,000 for professional services ► 11 I rare IA-H I aunlnIary Ur vireci .. nanidUie AGLIVIues List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses 1 N/A

Summary of Proaram- Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount 1 N/A

All other program-related investments. See instructions. 3

Total. Add lines 1 throug h 3 ► 0. Form 990-PF (2013)

323561 10-10-13 7 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 • • Form990-PF 2013) THE WILLIAM PENN FOUNDATION 23-1503488 Page8 Part X Minimum Investment Return (AII domestic foundations must complete this part Foreign foundations, see instructions)

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities la 2 , 0 8 6 , 8 4 5 , 3 9 9 . b Average of monthly cash balances lb 51,247,932. c Fair market value of all other assets 1c d Total (add lines la, b, and c) 1 d 2 ,13 8 , 093 , 331 . e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) le 0. 2 Acquisition indebtedness applicable to line 1 assets 2 0 . 3 Subtract line 2 from line 1d 3 2 , 13 8 , 093 , 331 . 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 32 , 071 , 400 . 5 Net value of noncharitable-use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 2 ,10 6 , 021 , 931 . 6 Minimum investment return . Enter 5% of line 5 6 105 , 301 , 097 . Part XI Distributable Amount (see instructions) (Section 4942(1)(3) and (j)(5) private operating foundations and certain foreign organizations check here ► Q and do not complete this part) 1 Minimum investment return from Part X, line 6 1 105 , 301 , 097 . 2a Tax on investment income for 2013 from Part VI, line 5 2a 2,802,322. b Income tax for 2013. (This does not include the tax from Part VI.) 2b c Add lines 2a and 2b 2c 2, 802 , 322 . 3 Distributable amount before adjustments Subtract line 2c from line 1 3 102 , 498 , 775 . 4 Recoveries of amounts treated as qualifying distributions 4 32 , 210 . 5 Add lines 3 and 4 5 102, 530 , 985. 6 Deduction from distributable amount (see instructions) 6 0 . 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 7 102, 530 , 985 Part Qualifying Distributions (see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 1a 85,128,470. b Program-related investments - total from Part IX-B lb 0. 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 58,676. 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions . Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 85,187,146. 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b 5 0. 6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 85,187,146. Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990-PF (2013)

323571 10-10-13 8 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 • • Form 990-PF (2013) THE WILLIAM PENN FOUNDATION 23-1503488 Page9 Part XIII Undistributed Income (see instructions)

(a) (b) (c) (d) Corpus Years prior to 2012 2012 E 2013 1 Distributable amount for 2013 from Part XI, line 7 102,530,985.

2 Undistributed income, if any, as of the end of 2013 a Enter amount for 2012 only 0. b Total for prior years: 0. 3 Excess distributions carryover, if any, to 2013: a From 2008 b From 2009 3, 2 7 4, 4 6 0. c From 2010 d From 2011 eFrom 2012 f Total of lines 3a through e 4,460. 4 Qualifying distributions for 2013 from Part Xll,line4: 85,187,146. aApplied to 2012, but not more than line 2a 0. bApplied to undistributed income of prior years (Election required - see instructions) 0. c Treated as distributions out of corpus (Election required - see instructions) 0. 1 dApplied to 2013 distributable amount 85,187,146. e Remaining amount distributed out of corpus 0. 1

5 Excess distributions carryover applied to 2013 3,274,460. 3,274,460. (If an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below:

a Corpus Add lines 3f, 4c, and 4e Subtract line 5 CF. b Prior years' undistributed income. Subtract line 4b from line 2b 0. c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed 0. d Subtract line 6c from line 6b. Taxable amount - see instructions 0. e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount - see instr. 0. f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 14,069,379. 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) 0. 8 Excess distributions carryover from 2008 not applied on line 5 or line 7 0. 9 Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a 0. 10 Analysis of line 9. a Excess from 2009 b Excess from 2010 c Excess from 2011 d Excess from 2012 e Excess from 2013 Form 990-PF (2013) 323581 10-10-13 9 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 • Form 990-PF (2013) THE WILLIAM PENN FOUNDATION 23-1503 488 Page 10 PartXIV Private Operatin g Foundations (see instructions and Part VII-A, question 9) N/A 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2013, enter the date of the ruling ► b Check box to indicate whether the foundation is a private operating foundation described in section L_J 4942(l)(3) or 4942(1)(5) 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2013 (b) 2012 (c) 2011 (d) 2010 (e) Total investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c 3 Complete 3a, b, or c for the alternative test relied upon: a *Assets" alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(t)(3)(B)(i) b "Endowment" alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c "Support" alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(I)(3)(B)(u1) (3) Largest amount of support from an exempt organization (4) Gross investment income ii-a rt AV Supplementary Information (complete tnis part only It the tounoation nac b,000 or more in assets at any time during the year-see instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) NONE b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship , etc., Programs: Check here ► 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructio ns) to in dividua ls or org anizati o ns u nder other con ditions, complete items 2a, b, c, and d. a The name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

SEE STATEMENT 19 b The form in which applications should be submitted and information and materials they should include:

c Any submission deadlines:

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

323601 10-10-13 Form 990-PF (2013) 10 14261024 751417 WPF 2013 . 04030 THE WILLIAM PENN FOUNDATION WPF 1 0 • Form 990-P F (2013) THE WILLIAM PENN FOUNDATION 23-1503488 11 On (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or status of contribution Amount Name and address (home or business) any foundation manager or substantial contributor recipient a Paid during the year

SEE STATEMENT D 80 099 460,

80,099 460, Total ► 3a b Approved for future payment

SEE STATEMENT E 45 888 180,

Total 1110- 3b 1 45 888 180, Form 990-PF (2013) 323611 10-10-13 11 14261024 751417 WPF 2013 . 04030 THE WILLIAM PENN FOUNDATION WPF 1 • • Form 990-PF (2013) THE WILLIAM PENN FOUNDATION 23-1503 488 Page 12 Part XVI -A Analysis of Income- Producing Activities

Enter gross amounts unless otherwise indicated . U nre l a te d b usiness income Excluc ded by section 512, 513, or 514 (e) (a) (b) I. u- (d) Related or exempt Business Amount 5ion Amount function income 1 Program service revenue : code code a PRI INTEREST 14 -8,444. 8,444. b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 14 501. 4 Dividends and interest from securities 14 35,151, 385. 5 Net rental income or (loss) from real estate : - a Debt-financed property b Not debt-financed property 6 Net rental income or ( loss) from personal property 7 Other investment income 14 12,726. 8 Gain or (loss) from sales of assets other than inventory 18 117,159,782. 9 Net income or (loss) from special events 10 Gross profit or (loss ) from sales of inventory 11 Other revenue: a PARTNERSHIP K-1S 531390 -275,124. 14 275,124. b c d e 12 Subtotal. Add columns ( b), (d), and (e) -275 ,12 4 . 152,591,074. 1 8,444. 13 Total . Add line 12, columns ( b), (d), and (e) 13 152,324,394. (See worksheet in line 13 instructions to verify calculations.) PartYXV-B: Relationship of Activities to the Accomplishment of Exempt Purposes

Line No . Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of V the foundation's exempt purposes (other than by providing funds for such purposes). 1A I NTEREST EARNED ON OUTSTANDING PRIS WITH THE REINVESTMENT FUND WHICH 1A PROVIDES LOANS AND OTHER FINANCIAL PRODUCTS FOR DEVELOPMENT ACTIVITIES 1A IN TARGETED COMMUNITIES IN PHILADELPHIA AND CAMDEN AND WITH OPEN SPACE 1A INSTITUTE WHICH PROVIDES BRIDGE LOANS TO LAND TRUSTS FOR LAND 1A IN THE PINELANDS, BARNEGAT BAY AND DELAWARE WATERSHEDS IN NEW JERSEY.

10-10-13 Form 990-PF (2013) 12 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 PF 2013 TH ILLIAM PENN FOUNDATION 0-1503488 I Information Regarding Transfers To and Transactions and Relationships With Noncharitable

1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a nonchantable exempt organization of (1) Cash 101 ) X (2) Other assets 1a 2 X b Other transactions. (1) Sales of assets to a nonchantable exempt organization 1 b 1 X (2) Purchases of assets from a nonchantable exempt organization 1b(2)1 X (3) Rental of facilities, equipment, or other assets 1 b(3)1 X (4) Reimbursement arrangements 1b(4)1 X (5) Loans or loan guarantees 1 b(5) X (6) Performance of services or membership or fundraising solicitations 1b (6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1 c X d If the answer to any of the above is 'Yes,' complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received. (a) Line no (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements N/A

2a Is the foundation directly or indirectly affiliated with , or related to , one or more tax-exempt organizations described in section 501 (c) of the Code ( other than section 501(c)(3 )) or in section 527? .. 0 Yes [XI No h If •Vae • rmmnlate tha fnllnwmn crhedida (a) Name of organization ( b) Type of organization ( c) Description of relationship N/A

Under penalties of perjury , 1 declare that I have examined this return , including accompanying schedules and statements, and to the best of my knowledge e May the IRS discuss this and belief, it I e, correct and co lets Declaration of preparer (other than taxpayer) is based on all Information of re return with Sign the re arer Here

Signature of officer or trustee Da Print/Type preparer's name Preparer's se

Paid JEAN RIGNEY

323622 10.10-13 Form 990-PF (2013) THE WILLIAM PENN FOUNDATION 23-1503488 Page 13 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of (1) Cash la(1) X (2) Other assets 1a(2) X b Other transactions: (1) Sales of assets to a noncharitable exempt organization 1b(1) X (2) Purchases of assets from a noncharitable exempt organization 1b(2) X (3) Rental of facilities, equipment, or other assets 1b(3) X (4) Reimbursement arrangements lb(4)1 I X (5) Loans or loan guarantees 1b(5) X (6) Performance of services or membership or fundraising solicitations 1b(6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1c X d If the answer to any of the above is "Yes; complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax -exempt organizations described in section 501 ( c) of the Code (other than section 501(c)(3 )) or in section 5279 Yes ® No b If "Yes," complete the following schedule. (a) Name of organization (b) Type of organization (c) Description of relationship N/A

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge ay a d iscuss is and belief, it is true, correct, and complete Declaration of preparer other than tax a er is based on all information of re led a ( p y ) i ^^i & return with the preparer Sign shown below (see instr )'! Here ADMIN E::]Yes E] No Si g nature of officer or trustee Da te Ti tle Print/Type preparer's name Preparer's signature Date Check PTIN self- employed Paid FRANK D. GIARDINI 10/24/14 P00532355 Preparer Firm's name ► Firm's EIN ► UseOnly GRANT THORNTON LLP 36-6055558 Firm's address ► 2001 MARKET STREET , STE 700, PHILADELPHIA, PA 19103 Phone no. 215-656-4200 Form 990-PF (2013)

323622 10-10-13 • •

OMB No 1545-0172 Fam 4562 Depreciation and Amortization 990PF (Including Information on Listed Property) 2013 Department of the Treasury Attachment Internal Revenue Service (99) See separate instructions. ► ► Attach to your tax return. Sequence No 179 Name(s) shown on return Business or activity to which this form relates Identifying number

THE WILLIAM PENN FOUNDATION ORM 990-PF PAGE 1 123-1503488 Part I Election To Expense Certain Property Under Section 179 Note: If you have any listed property, complete Part V before you complete Part 1 Maximum amount (see instructions) 1 500,000. 2 Total cost of section 179 property placed in service (see instructions) 2 3 Threshold cost of section 179 property before reduction in limitation 3 2, 000,000. 4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter -0- 4

5 Dollar limitation for tax year Subtract line 4 from line 1 If zero or less , enter -0- If married filing separately , see instructions 5 6 (a) Description of property (b) Cost (business use only) (c ) Elected cost

7 Listed property Enter the amount from line 29 1 7 1 8 Total elected cost of section 179 property Add amounts in column (c), lines 6 and 7 9 Tentative deduction Enter the smaller of line 5 or line 8 - 10 Carryover of disallowed deduction from line 13 of your 2012 Form 4562 11 Business income limitation Enter the smaller of business income (not less than zero) or line 5 12 Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11 13 Carryover of disallowed deduction to 2014 Add lines 9 and 10, less line 12 ► 13 Note : Do not use Part ll or Part Ill below for listed property Instead, use Part V Part II Special Depreciation Allowance and Other Depreciation ( Do not include listed property.) 14 Special depreciation allowance for qualified property (other than listed property) placed in service during the tax year 14 15 Property subject to section 168(f)(1) election

Fart III MACRS Depreciation (Do not include listed property) (See Instructions ) Section A

17 MACRS deductions for assets placed in service in tax years beginning before 2013 17 234,937. If you are electing 18 to group any assets placed in service during the tax year into one or more general asset accounts , check here ► Section B - Assets Placed in Service During 2013 Tax Year Using the General Depreciation System (b) Month and (c) Basis for depreciation ( d) Recovery (a) Classification of property year placed (businesslnvestment use (e) Convention (f) Method (g) Depreciation deduction in service only - see instructions) p eriod

19a 3 -year property b 5-year property 71,794. 5 L 9,710. c 7-year property d 10-year property 6,698. 10 SL 229. e 15-year property f 20-year property 25-year property 25 yrs S/L / 27 5 yrs MM S/L In Residential rental property / 27 5 yrs MM S/L 39 rs MM S/L i N onresid entia l rea l property / / MM S/1- section G - Assets i iacea in Service During 2013 Tax Year Using the Alternative Depreciation System

20a Class life S/L b 12-year 12 yrs S/L c 40• ear / 40 yrs MM S/L Part IV Summary (See instructions) 21 Listed property Enter amount from line 28 22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21. Enter here and on the appropnate lines of your return Partnerships and S corporations - see instr 221 244,876. 23 For assets shown above and placed in service dunng the current year, enter the portion of the basis attnbutable to section 263A costs 23 316251 12-19-13 LHA For Paperwork Reduction Act Notice, see separate instructions. Form 4562 (2013) 48 08441028 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 • •

Form4562(2013) THE WILLIAM PENN FOUNDATION 23-1503488 Paae2 Part V Listed Property (Include automobiles, certain other vehicles, certain computers, and property used for entertainment, recreation, or amusement) Note : For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a, 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable Section A - Depreciation and Other Information (Caution : See the instructions for limits for passenger automobiles )

24a Do you have evidence to suooort the busmesslnvestment use claimed Yes N. 24h If °YAs ° is 1hi Avit1P.nce wrrt'ten7 Yes Nn (a) (b) (c) (d) (e) (f) (g) (h) (I) Date Basis for deprecia Type of property Business/ Cost or tion Recovery Method/ Depreciation Elected placed in (busmesslnvestment (list vehicles first) investment other basis period Convention deduction section 179 service use percentage use only) cost 25 Special depreciation allowance for qualified listed property placed in service during the tax year and used more than 50% in a q ualified business use 25 26 Property used more than 50% in a qualified business use. o/

27 Property used 50% or less in a qualified business use % S/L - % S/L - % S/L - 28 Add amounts in column (h), lines 25 through 27 Enter here and on line 21 , page 1 28 29 Add amounts in column (i), line 26 Enter here and on line 7 , page 1 29 Section B - Information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other more than 5% owner," or related person If you provided vehicles to your employees, first answer the questions in Section C to see if you meet an exception to completing this section for those vehicles

(a) (b) (c) (d) (e) (f) 30 Total businesslnvestment miles driven during the Vehicle Vehicle Vehicle Vehicle Vehicle Vehicle year (do not include commuting miles) 31 Total commuting miles driven during the year 32 Total other personal (noncommuting) miles driven 33 Total miles driven during the year Add lines 30 through 32 34 Was the vehicle available for personal use Yes No Yes No Yes No Yes No Yes No Yes No during off-duty hours? 35 Was the vehicle used primarily by a more than 5% owner or related person? 36 Is another vehicle available for personal use? Section C - Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than 5% owners or related persons 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your Yes No employees? 38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners 39 Do you treat all use of vehicles by employees as personal use? 40 Do you provide more than five vehicles to your employees, obtain information from your employees about the use of the vehicles, and retain the information received 41 Do you meet the requirements concerning qualified automobile demonstration use? Note: If your answer to 37, 38, 39, 40, or 41 is "Yes,' do not complete Section B for the covered vehicles Part VI Amortization

Description of costs I Data amomaban I Amortizable I Code I Amortization I Amortization beans amount section Denod or Dercentase for this year 42 Amortization of costs that begins during your 2013 tax year.

43 Amortization of costs that began before your 2013 tax year 43 44 Total . Add amounts in column (f) See the instructions for where to report 44 316252 12-19- 13 Form 4562 (2013) 49 08441028 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM PER FOUNDATION r 23-1503488

FORM 990-PF GAIN OR (LOSS) FROM SALE OF ASSETS STATEMENT 1

(A) MANNER DATE DESCRIPTION OF PROPERTY ACQUIRED ACQUIRED DATE SOLD

SEE STATEMENT A

(B) (C) (D) (E) (F) GROSS COST OR EXPENSE OF SALES PRICE OTHER BASIS SALE DEPREC. GAIN OR LOSS

117,159,782. 0. 0. 0. 117,159,782.

CAPITAL GAINS DIVIDENDS FROM PART IV 0.

TOTAL TO FORM 990-PF, PART I, LINE 6A 117,159,782.

FORM 990-PF INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 2

(A) (B) (C) REVENUE NET INVESTMENT ADJUSTED SOURCE PER BOOKS INCOME NET INCOME

INTEREST ON SHORT TERM INVESTMENTS 501. 501. 0.

TOTAL TO PART I, LINE 3 501. 501. 0.

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 3

CAPITAL (A) (B) (C) GROSS GAINS REVENUE NET INVEST- ADJUSTED SOURCE AMOUNT DIVIDENDS PER BOOKS MENT INCOME NET INCOME

DIVIDENDS/ INTEREST LONG TERM INVESTMENTS 35,151,385. 0. 35,151,385. 52,840,676. 0.

TO PART I, LINE 4 35,151,385. 0. 35,151, 385. 52,840,676. 0.

18 STATEMENT(S) 1, 2, 3 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

FORM 990-PF OTHER INCOME STATEMENT 4

(A) (B) (C) REVENUE NET INVEST- ADJUSTED DESCRIPTION PER BOOKS MENT INCOME NET INCOME

BARROW STREET REAL ESTATE FUND 0. -75,192. 0. BPG FUNDS 0. -370,418. 0. COMMONFUND EQUITY PARTNERS FUNDS 0. 78,146. 0. GENESIS 0. -17,526. 0. SILCHESTER INTERNATIONAL INVESTMENT 0. 815,691. 0. TUCKER ANTHONY PRIVATE EQUITY 0. 26,061. 0. ACADIAN SMALL CAP 0. 45,694. 0. CAPITAL INTERNATIONAL PRIVATE EQUITY 0. 3,945. 0. HORSLEY BRIDGE 0. 47,113. 0. MARATHON 0. 595,551. 0. VARDE FUNDS 0. 656,767. 0. OCM OPPORTUNITY FUNDS 0. -4,383. 0. SSGA 0. -2. 0. AIG EUROPEAN RE FUND 0. -939,991. 0. WAYZATA OPPORTUNITIES FUND II 0. 6,451. 0. ADAGE 0. -19,170. 0. OAKTREE FUNDS 0. 105,966. 0. INVESCO 0. -8,619. 0. MISCELLANEOUS 4,282. 0. 0. EIG 0. 118,696. 0. BLACKSTONE RE FUND 0. 71,925. 0. NATURAL GAS PARTNERS X 0. 214. 0. PROGRAM RELATED INTEREST 8,444. 0. 8,444. CALUMET SPECIALTY PRODUCTS 0. 1,112. 0. ANGELO GORDON 0. 940,252. 0. BREP VII ALBERTA FEEDER 0. 28,176. 0. CARMEL PARTNERS INVESTMENT FUN 0. 766. 0. ENERVEST ENERGY XIII 0. 18,978. 0. GARRISON RE II 0. 13,258. 0. MONDRIAN 0. 151,305. 0. YORKTOWN PARTNERS 0. 8,413. 0.

TOTAL TO FORM 990-PF, PART I, LINE 11 12,726. 2,299,179. 8,444.

19 STATEMENT(S) 4 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM PEI FOUNDATION • 23-1503488

FORM 990-PF LEGAL FEES STATEMENT 5

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

LEGAL MATTERS 350,322. 24,576. 0. 273,636.

TO FM 990-PF, PG 1, LN 16A 350,322. 24,576. 0. 273,636.

FORM 990-PF ACCOUNTING FEES STATEMENT 6

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

AUDIT FEE & TAX PREP 64,786. 25,126. 0. 63,061.

TO FORM 990-PF, PG 1, LN 16B 64,786. 25,126. 0. 63,061.

FORM 990-PF OTHER PROFESSIONAL FEES STATEMENT 7

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

INVESTMENT FEES 8,772,716. 8,772,716. 0. 0. HUMAN RESOURCES CONSULTING FEES 159,831. 0. 0. 122,506. COMMUNICATIONS CONSULTING FEES 12,643. 0. 0. 73,985. STAFF RECRUITING CONSULTING FEES 159,061. 0. 0. 99,005.

TO FORM 990-PF, PG 1 , LN 16C 9,104 , 251. 8 ,772,716. 0. 295,496.

20 STATEMENT ( S) 5, 6, 7 14261024 751417 WPF 2013 . 04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

FORM 990-PF TAXES STATEMENT 8

(A) (B) (C) (D) EXPENSES NET INVEST - ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

FEDERAL EXCISE TAX 8,223,240 . 0. 0. 0. FOREIGN TAXES W/H FROM DIVIDENDS REPORTED ON K-1S 0 . 1,171,763. 0. 0.

TO FORM 990-PF , PG 1, LN 18 8,223,240 . 1,171,763. 0. 0.

FORM 990-PF OTHER EXPENSES STATEMENT 9

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

STAFF/BOARD DEVELOPMENT/TRAINING 16,574. 4,146. 0. 1,775. PROGRAM EVALUATION 192,380. 0. 0. 195,113. INSTITUTIONAL DUES 14,500. 6,000. 0. 8,500. COMPUTER REPAIRS & SUPPORT 392,542. 168,671. 0. 216,787. FURNITURE/EQUIP EXPENSE 490. 124. 0. 366. MISCELLANEOUS EXPENSE 11,227. 3,751. 0. 13,324. OFFICE EQUIP - LEASE/MAINT 20,400. 5,150. 0. 13,782. POSTAGE/DELIVERY SERVICES 7,037. 1,777. 0. 5,261. RECORD RETENTION 9,188. 2,320. 0. 6,869. STATIONERY & SUPPLIES 19,762. 4,989. 0. 14,773. TELEPHONE 30,640. 7,735. 0. 22,904. AGENCY TEMPORARY HELP 37,002. 9,341. 0. 27,661. GENERAL INSURANCE 42,241. 10,664. 0. 31,577. RECRUITMENT EXPENSE 6,885. 1,738. 0. 5,147. BANK SERVICE CHARGE 8,517. 2,150. 0. 6,367. ARTWORK 26,636. 0. 0. 26,636. PAYROLL SERVICE FEES 3,632. 0. 0. 0. PUBLICATIONS, BOOKS, PERIODICALS 14,321. 3,615. 0. 50,697. ANNUAL REPORT 39,992. 0. 0. 0. OTHER DEDUCTIONS FROM K-1S 0. 9,194,877. 0. 0.

TO FORM 990-PF, PG 1, LN 23 893,966. 9,427,048. 0. 647,539.

21 STATEMENT(S) 8, 9 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

FOOTNOTES STATEMENT 10

PART VII-B LINE 1(A)4

THE WILLIAM PENN FOUNDATION REIMBURSED CERTAIN BUSINESS, TRAVEL AND MEETING EXPENSES THAT WERE INCURRED BY MEMBERS OF THE CORPORATION, BOARD AND COMMITTEES WHILE CONDUCTING FOUNDATION BUSINESS, PARTICIPATING IN CORPORATION, BOARD OR COMMITTE MEETINGS OR WHILE ATTENDING PHILANTHROPIC CONFERENCES. ALSO SEE PART VIII, SECTION 1 REGARDING PAYMENT OF COMPENSATION.

ALL OF THE ABOVE ARE EXCEPTIONS TO SELF-DEALING BECAUSE THE PAYMENTS FOR PERSONAL SERVICES WERE REASONABLE, NECESSARY TO CARRY OUT THE EXEMPT PURPOSE OF THE FOUNDATION AND WERE NOT EXCESSIVE.

PAGE 1, PART 1, LINE 11 COLUMN (C) OTHER INCOME

THE FOUNDATION HAS MADE PROGRAM RELATED INVESTMENT LOANS TO TWO NOT FOR PROFIT ORGANIZATIONS, THE REINVESTMENT FUND AND THE OPEN SPACE INSTITUTE. THE TWO PROJECTS HELP ADVANCE THEIR PHILANTHROPIC MISSION IN THE REGION. THE LOANS BEAR INTEREST AT THE RATE OF 1% PER ANNUM. TOTAL INTEREST RECEIVED: 8,444.

22 STATEMENT(S) 10 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM A FOUNDATION • 23-1503488

FORM 990-PF OTHER INCREASES IN NET ASSETS OR FUND BALANCES STATEMENT 11

DESCRIPTION AMOUNT

CURRENT YEAR UNREALIZED GAINS 207 , 507,681. SEE STATEMENT B 1,288,167.

TOTAL TO FORM 990-PF, PART III, LINE 3 208,795,848.

FORM 990-PF U.S. AND STATE /CITY GOVERNMENT OBLIGATIONS STATEMENT 12

U.S. OTHER FAIR MARKET DESCRIPTION GOV'T GOV'T BOOK VALUE VALUE

PACIFIC INVESTMENT MANAGEMENT X COMPANY 36,753,758 . 36,753,758. LOOMIS SAYLES BONDS X 42,763,349. 42,763,349.

TOTAL U. S. GOVERNMENT OBLIGATIONS 79,517,107. 79,517,107.

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS

TOTAL TO FORM 990 - PF, PART II, LINE 10A 79,517,107. 79,517,107.

FORM 990-PF CORPORATE STOCK STATEMENT 13

FAIR MARKET DESCRIPTION BOOK VALUE VALUE

SILCHESTER INTERNATIONAL INVESTORS 151,783,476. 151,783,476. ACADIAN INTERNATIONAL SMALL CAP FUND 44,019,966. 44,019,966. BAILLIE GIFFORD 130,254,455. 130,254,455. MARATHON LONDON INT'L INVESTMENT TRUST 1 130,129,884. 130,129,884. AMERICAN CENTURY 19,373. 19,373. GENESIS EMERGING MARKETS LLC 67,154,501. 67,154,501. SSGA RUSSELL 1000 3,406. 3,406. ACADIAN GLOBAL EQUITY 119,825,171. 119,825,171. SCHNEIDER ALL CAP 17,602. 17,602. PRIMECAP 167,419,116. 167,419,116. WALTER SCOTT AND PARTNERS LTD 127,117,150. 127,117,150.

TOTAL TO FORM 990-PF, PART II, LINE 10B 937,744,100. 937,744,100.

23 STATEMENT (S) 11, 12, 13 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

FORM 990-PF CORPORATE BONDS STATEMENT 14

FAIR MARKET DESCRIPTION BOOK VALUE VALUE

PACIFIC INVESTMENT MANAGEMENT COMPANY 85,758,768. 85,758,768. LOOMIS SAYLES BONDS 105,257,935. 105,257,935. WPF FIXED INCOME 1,042,998. 1,042,998.

TOTAL TO FORM 990-PF, PART II, LINE 10C 192,059,701. 192,059,701.

FORM 990-PF OTHER INVESTMENTS STATEMENT 15

VALUATION FAIR MARKET DESCRIPTION METHOD BOOK VALUE VALUE

TUCKER ANTHONY PRIVATE EQUITY FUND FMV IV LP 4,673,761. 4,673,761. COMMONFUND PRIVATE EQUITY PARTNERS FMV V LP 8,955,680. 8,955,680. BLACKSTONE ALTERNATIVE ASSET FMV MANAGEMENT 123,228,862. 123,228,862. BERWIND PROPERTY GROUP INVESTMENT FMV PARTNERSHIP VI LP 6,481,000. 6,481,000. BPG INVESTMENT PARTNERS VII-A FMV 8,496,000. 8,496,000. BARROW STREET REAL ESTATE FUND III FMV 1,380,375. 1,380,375. BEACON CAPITAL STRATEGIC PARTNERS FMV IV 1,529,044. 1,529,044. LEGACY PARTNERS REALTY FUND II FMV 733,661. 733,661. HORSLEY BRIDGE INTERNATIONAL IV LP FMV 29,307,309. 29,307,309. EIM HEDGE FMV 1,763,127. 1,763,127. BPG INVESTMENT PARTNERS VIII FMV 14,554,000. 14,554,000. BEACON CAPITAL STRATEGIC PARTNERS V FMV 8,914,412. 8,914,412. COMMONFUND PRIVATE EQUITY PARTNERS FMV VII LP 23,243,862. 23,243,862. RENAISSANCE INSTITUTIONAL EQUITIES FMV FUND 33,638,949. 33,638,949. CIPEF V FMV 8,966,577. 8,966,577. LEGACY PARTNERS REALTY FUND III FMV 5,034,818. 5,034,818. AIG ASIA RE II FMV 2,163,442. 2,163,442. AIG EUROPEAN RE II FMV 2,697,148. 2,697,148. BERKSHIRE MULTI FAM RE II FMV 5,477,054. 5,477,054. OAKTREE FMV 3,648,675. 3,648,675. HORSLEY BRIDGE IX FMV 35,296,649. 35,296,649. VARDE PARTNERS FMV 3,413,875. 3,413,875. WAYZATA II FMV 3,677,115. 3,677,115. COMMONFUND CNR VIII FMV 7,014,923. 7,014,923. HORSLEY BRIDGE INTERNATIONAL V LP FMV 10,762,465. 10,762,465. ADAGE FMV 205,560,709. 205,560,709.

24 STATEMENT (S) 14, 15 14261024 751417 WPF 2013. 04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

OAKTREE OPP VIII FMV 15,032,415. 15,032,415. OAKTREE HIGH YIELD FMV 5,377,843. 5,377,843. OAKTREE MEZZ III FMV 18,635,392. 18,635,392. VARDE X FMV 13,504,696. 13,504,696. BPG MULTI FAMILY FMV 3,777,000. 3,777,000. EIM LONG SHORT FMV 486,179. 486,179. OAKTREE PWR OPP III FMV 5,212,979. 5,212,979. WPF LONG SHORT FMV 19,830,449. 19,830,449. EIG ENERGY XV FMV 7,462,543. 7,462,543. GARRISON RE II FMV 22,728,102. 22,728,102. CIPEF VI FMV 5,267,347. 5,267,347. VIVO VENTURES FMV 2,467,676. 2,467,676. DYAL FMV 5,591,317. 5,591,317. COMMONFUND PE VIII FMV 1,854,267. 1,854,267. NGP X FMV 5,162,496. 5,162,496. HORSLEY BRIDGE INTERNATIONAL X LP FMV 704,490. 704,490. COMMONFUND NR IX FMV 1,056,765. 1,056,765. BLACKSTONE REAL ESTATE VII FMV 13,590,820. 13,590,820. AUGUST CAPITAL MANAGEMENT VI FMV 4,789,346. 4,789,346. CARMEL PTNRS INVESTMENT FD IV FMV 6,166,885. 6,166,885. ANGELO GORDON STAR TOTAL CAPITAL FMV 16,058,958. 16,058,958. JPMAAM MULTI STRATEGY FMV 106,736,375. 106,736,375. ENCAP ENERGY IX FMV 637,741. 637,741. ENERVEST ENERGY FMV 3,670,772. 3,670,772. OAKTREE RE VI FMV 5,779,855. 5,779,855. HB X GROWTH BUYOUT FMV 82,819. 82,819. SILVER LAKE IV FMV 575,803. 575,803. KOHLBERG VII FMV 2,458,982. 2,458,982. LAZARD FMV 51,166,678. 51,166,678. YORKTOWN X FMV 2,832,692. 2,832,692. MONDRAIN EM SC FMV 21,363,677. 21,363,677. FRONTIER SC VALUE FMV 56,164,799. 56,164,799. WL ROSS TRANSPORTATION REC FMV 808,856. 808,856. EIG ENERGY FUND XVI FMV 1,001,543. 1,001,543.

TOTAL TO FORM 990-PF, PART II, LINE 13 988,652,049. 988,652,049.

FORM 990-PF OTHER ASSETS STATEMENT 16

BEGINNING OF END OF YEAR FAIR MARKET DESCRIPTION YR BOOK VALUE BOOK VALUE VALUE

PROGRAM RELATED INVESTMENT 1,500,000. 500,000. 500,000. MISCELLANEOUS 157,761. 75,340. 75,340. PENSION PLAN ASSETS 356,158. 1,156,056. 1,156,056.

TO FORM 990-PF, PART II, LINE 15 2,013,919. 1,731,396. 1,731,396.

25 STATEMENT(S) 15, 16 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM A FOUNDATION • 2 3- 1503488

FORM 990-PF OTHER LIABILITIES STATEMENT 17

DESCRIPTION BOY AMOUNT EOY AMOUNT

POST RETIREMENT H EALTH CARE BENEFITS 2,608,304. 2,120,036. DEFERRED RENT 158,104. 154,427.

TOTAL TO FORM 990 -PF, PART II, LINE 22 2,766,408. 2,274,463.

FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS STATEMENT 18 TRUSTEES AND FOUNDATION MANAGERS

EMPLOYEE TITLE AND COMPEN- BEN PLAN EXPENSE NAME AND ADDRESS AVRG HRS/WK SATION CONTRIB ACCOUNT

DAVID HAAS BOARD CHAIR & CORP ME TWO LOGAN SQUARE 11TH FLOOR 15.00 0. 0. 4,620. PHILADELPHIA, PA 19103

FREDERICK R. HAAS CORP MBR & BRD MBR & SECR TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

THOMAS W. HAAS CORPORATION CHAIR TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

WILLIAM D. HAAS CORP MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

JAMES GATELY BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

DANIEL MEYER BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

BRENT THOMPSON (THROUGH 2/8/13) DIRECTOR OF COMMUNICATIONS TWO LOGAN SQUARE 11TH FLOOR 40.00 16,980. 4,238. 166. PHILADELPHIA, PA 19103

HOWARD L. MEYERS BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

26 STATEMENT(S) 17, 18 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM A FOUNDATION • 23 -1503488

BRUCE BERGEN DIRECTOR, FINANCE & ADMIN I TWO LOGAN SQUARE 11TH FLOOR 40.00 130,779. 41,674. 996. PHILADELPHIA, PA 19103

MADOE HTUN CHIEF INVESTMENT OFFICER TWO LOGAN SQUARE 11TH FLOOR 40.00 670,609. 40,676. 4,620. PHILADELPHIA, PA 19103

JANET HAAS BOARD VICE CHAIR & CORP MEMBER TWO LOGAN SQUARE 11TH FLOOR 28.00 0. 19,698. 5,720. PHILADELPHIA, PA 19103

LEONARD HAAS BOARD MEMBER & CORP MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

JEREMY NOWAK FORMER PRESIDENT TWO LOGAN SQUARE 11TH FLOOR 0.00 0. 407,940. 0. PHILADELPHIA, PA 19103

JUDITH D. FREYER BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

HELEN DAVIS PICHER INTERIM PRESIDENT TWO LOGAN SQUARE 11TH FLOOR 40.00 228,356. 32,088. 996. PHILADELPHIA, PA 19103

CHRISTINA HAAS BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

KATHARINE HANRAHAN BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

ANDREW HAAS ASSOCIATE BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

PETER HAAS ASSOCIATE BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

SARAH HAAS BLOCK ASSOCIATE BOARD MEMBER TWO LOGAN SQUARE 11TH FLOOR 1.50 0. 0. 0. PHILADELPHIA, PA 19103

LAURA SPARKS CHIEF PHILANTHROP Y OFFICER TWO LOGAN SQUARE 11TH FLOOR 40.00 225,000. 30,964. 996. PHILADELPHIA, PA 19103

27 STATEMENT(S) 18 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

TIMOTHY HAAS INVESTMENT ANALYST TWO LOGAN SQUARE 11TH FLOOR 40.00 21,527. 2,551. 0. PHILADELPHIA, PA 19103

TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII 1,293,251. 579,829. 18,114.

28 STATEMENT(S) 18 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 THE WILLIAM P FOUNDATION • 23-1503488

FORM 990-PF GRANT APPLICATION SUBMISSION INFORMATION STATEMENT 19 PART XV, LINES 2A THROUGH 2D

NAME AND ADDRESS OF PERSON TO WHOM APPLICATIONS SHOULD BE SUBMITTED

GRANTS C/O THE WILLIAM PENN FOUNDATION TWO LOGAN SQUARE 11TH FLOOR PHILADELPHIA, PA 19103

TELEPHONE NUMBER

215-988-1830

EMAIL ADDRESS

GRANTS@WILLIAMPENNFOUND

FORM AND CONTENT OF APPLICATIONS

THE FOUNDATION DOES NOT ACCEPT UNSOLICITED PROPOSALS BUT IS INTERESTED IN RECEIVING LETTERS OF INQUIRY. LETTERS OF INQUIRY SHOULD INCLUDE THE NATURE OF THE PROJECT, ANTICIPATED RESULTS AND FINANCIAL INFORMATION FOR THE APPLICANT. FOR ADDITIONAL INFORMATION PLEASE SEE OUR WEBSITE AT WWW.WILLIAMPENNFOUNDATION.ORG.

ANY SUBMISSION DEADLINES

N/A

RESTRICTIONS AND LIMITATIONS ON AWARDS

1) GRANTS ARE MADE TO ORGANIZATIONS WHICH QUALIFY UNDER INTERNAL REVENUE CODE SECTION 501(C)(3) AS PUBLIC CHARITIES UNDER 509 (A) OF THE CODE WHO PROVIDE SUPPORT WITHIN THE FOUNDATION'S GRANTMAKING PRIORITIES. 2) GRANTS ARE NOT MADE TO INDIVIDUALS OR FOR SECTARIAN RELIGIOUS ACTIVITIES OR FOR POLITICAL LOBBYING. FOR ADDITIONAL INFORMATION PLEASE SEE OUR WEBSITE AT WWW.WILLIAMPENNFOUNDATION.ORG.

29 STATEMENT(S) 19 14261024 751417 WPF 2013.04030 THE WILLIAM PENN FOUNDATION WPF 1 • •

The William Penn Foundation EIN 23 -1503488 Form 990-PF Part 1 Col A Part 1 Col B Tax year 2013 Line 6 Line 7 Gain/Loss Gain/Loss Per Books On 990PF

Acadian Global Equity 19,963,894 19,963,894 Calumet Specialty Products Partners L P - (19) Acadian International Small-Cap Fund 9,445,984 (897,323) Adage Capital Partners, L P 7,445,989 11,432,621 AIG European Real Estate Partners II (Feeder) LP (1,753,969) (31,777) Angelo Gordon - 13,030 Baillie Gifford (k-1 not issued) 14,489,130 14,489,130 Baillie Gifford Emerging Markets (1099) 2,048,518 2,043,839 Barrow Street (BSREF III) (272,085) (89,018) Berkshire Multifamily Value Fund II, LP 194,956 665,219 Berwind Property Group Fund VI (BPG) (996,581) 760,259 Berwind Property Group Multi-Family (BPG) (58,264) (8,295) Blackstone RE Partners VII TE 6 438,594 474,329 Blackstone RE Partners VII TE 6 LP - 186,008 Blackstone RE Partners VII TE 6-NQ LP - 133 BREP VII Alberta Feeder (Offshore) TE 6-NQ LP - 34,519 Carmel Partners Investment Fund IV, LP 92,617 515,849 Capital International Private Equity V (CIPEF) (86,009) (825,062) Capital International Private Equity VI (CIPEF) (224,257) 2,473 Commonfund Private Equity Partners V 1,974,371 1,815,771 Commonfund Private Equity Partners VII 238,818 1,677,625 Commonfund Private Equity Partners VIII (40,920) 54,214 Commonfund CNR VIII 258,469 228,963 EIG Energy XV 136,757 119,441 EIM Hedge Fund 9,994,714 9,994,714 EIM Long Short 8,494,238 8,494,238 FRONTIER CAPITAL MANAGEMENT 535,547 535,547 Garrison RE II (12,898) 424,090 Genesis 3,756,292 998,387 Horsley Bridge IV 469,292 1,749,168 Horsley Bridge V (596,525) 497,066 Horsley Bridge IX - 2,743,541 Horsley Bridge X Venture (129,332) 1,833 JP MAAM MULTI-STRAT 8,918,123 8,918,123 Loomis Sayles Bonds 330,363 330,363 Marathon 7,387,525 (101,877) Martin Curne (3,452,530) (6,436,355) NGP X (216,992) 25,394 Oaktree High Yield (65,276) 455,179 OCM Opportun fund VIIB LP 5,394,248 240,966 OCM Opportun fund VIIB AIF (Delaware) - 11,167 Oaktree Opportunities Fund VIII LP - 333,575 Oaktree Opportunities Fund VIIIB LP - 82,126 Oaktree Opportunities Fund VIII AIF (Delaware) - 20,016 Oaktree Opportunities Fund VIIIB AIF (Delaware) - 27,508 Oaktree Pwr Opp III 151,316 1,000 Oaktree Mezzanine Fund III - Class A - 364,327 Oaktree Mezzanine Fund III - Class B - 971,233

Page 1 of 2 Statement A • •

The William Penn Foundation EIN 23-1503488 Form 990 -PF Part I Col A Part 1 Col B Tax year 2013 Line 6 Line 7 Gain/Loss Gain/Loss Per Books On 990PF

OAKTREE RE VI - (101,044) Pacific Investment Management Company (545,299) (545,299) PRIMECAP 7,428,936 7,428,936 Renaissance (RIEF) (2,715,611) 1,430,230 Schneider Capital Management (Large) 4,938 4,938 Silchester International 8,674,577 7,666,176 Securities Lending Quality Trust - 32 SSGA Russell 1000 3,844,185 1,655,493 Tucker Anthony Private Equity Fund 284,039 399,250 Varde IX 823,202 592,247 Varde X 440,065 1,076,519 Vivo VII (63,621) 449,713 WALTER SCOTT 4,676,064 4,676,064 Wayzata Opportunities Fund II 389,725 789,856 WPF Internal Fixed Income (655,506) (655,506) WPF Long Short (Wellington) 409,629 409,629 YORKTOWN PARTNERS - 3,717

Total 117,159,782 108,588,103

Page 2 of 2 Statement A • •

The William Penn Foundation EIN 23-1503488 Form 990-PF Tax Year 2013

Part III, Line 3 Other Changes in Net Assets

The Foundation recognized an increase in market value of its pension and other post-retirement benefits plans during 2013. This increase resulted from an increase in the discount rate used to calculate benefits, an increase in the market value of pension assets, and an increase due to the termination of the plan effective December 31, 2013.

The total increase recognized was $1,288,167.

Statement B • is

The William Penn Foundation EIN 23-1503488 Form 990 PF Tax year 2013 Part XII - Line 2

Assets acquired in 2013 and used directly in carrying out charitable purposes:

74 75% Description Amount Charitable Use

Computer Equipment 71,794 53,669

Furniture & Office Equipment 6,698 5,007

Leasehold Improvements

Total 78,492 58,676

Statement C • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990- PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid 1812 Productions, Inc. PC $150,000 00 2329 South 3rd Street Philadelphia, PA 19148 Toward implementing its strategic plan in fiscal years 2013, 2014, and 2015.

Arden Theatre Company PC $220,000.00 40 North 2nd Street Philadelphia, PA 19106 Toward implementing its strategic plan in fiscal 2013, 2014, and 2015

BalletX PC $100,000 00 265 South Broad Street Philadelphia , PA 19107-5659 Toward its programming and operations in fiscal years 2013, 2014, and 2015

Barnes Foundation PC $333,000 00 2025 Benjamin Franklin Parkway Philadelphia , PA 19130 Toward strengthening its fundraising capacity in fiscal years 2011, 2012, and 2013 as the institution prepares for its move to Philadelphia in 2012 and builds the resources necessaryfor operating its new business model as a "three- campus " institution.

Bucks County Historical Society Mercer Museum PC $74,580.00 84 South Pine Street Doylestown , PA 18901-4999 For establishing the position of curator of exhibitions and toward its exhibition programming in fiscal years 2012, 2013, & 2014

Christ Church Preservation Trust SO I $81,620.00 20 North American Street Philadelphia, PA 19106-4592 Toward operating the thirdfloor performance venue at Christ Church Neighborhood House.

Concerto Soloists of Philadelphia PC $600,000 00 1520 Locust Street, Suite 500 Philadelphia, PA 19102 Toward its programs and operations in fiscal years 2013, 2014, and 2015

Cultural Data Project PC $115,000.00

Page 1 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid 400 Market Street Philadelphia, PA 19106 Toward continued supportfor the Pennsylvania Cultural Data Project, a standardized statewide online system collecting historical, financial, and organizational data for cultural organizations throughout Pennsylvania

Cultural Data Project PC $500,000 00 400 Market Street Philadelphia , PA 19106 Toward supportfor the transition of the Cultural Data Project into an independent nonprofit corporation

Curtis Institute of Music PC $75,000.00 1726 Locust Street Philadelphia , PA 19103 Toward producing Benjamin Britten's Owen Wingrave and Jonathan Dove 's Flight in association with the Opera Company of Philadelphia and the Kimmel Center for the Performing Arts

Dance USA PC $380,355.00 1111 16th Street, NW Washington, DC 20036 Toward the work of Dance/USA Philadelphia in fiscal years 2012, 2013, & 2014

First Person Arts, Inc. PC $94,521.00 100 South Broad Street Philadelphia, PA 19110 Toward a realignment and expansion of its executive team and support staff to ensure stability and sustainability in programming, profitability, funding, and audience development as it plans a transition to new leadership.

Franklin Institute PC $500,000 00 22 North 20th Street Philadelphia, PA 19103 Toward climate control in the thirdfloor exhibit gallery in the new Nicholas and Athena Karabots Pavilion, allowing for safe display of the Franklin's own collections as well as traveling exhibits.

Friends of the Japanese House and Garden PC $78,000.00

Page 2 of 49 Statement D •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid 5070 Parkside Avenue #2104 Philadelphia , PA 19131 Toward implementation of its strategic plan, and updating the plan in fiscal 2013

Greater Philadelphia Cultural Alliance PC $575,000 00 1315 Walnut Street Suite 732 Philadelphia, PA 19107 Toward launching its Creating Change research initiative in fiscal 2013 and 2014.

Historical Society of Pennsylvania PC $150,000.00 1300 Locust Street Philadelphia, PA 19107-5699 Toward capital improvements to its historic building.

Kulu Mele African American Dance Ensemble PC $100,000 00 6757 Greene Street Suite 320 Philadelphia, PA 19119 Toward maintaining the position of managing director

KYL Dancers, Inc. PC $36,427.00 1316 South Ninth Street Philadelphia , PA 19147 Toward staff salaries and benefits and retaining consultants to assist in developing and implementing a fundraising/development program including training for its Board of Directors.

Mann Center for the Performing Arts PC $82,500.00 123 South Broad Street Suite 815 Philadelphia , PA 19109 For retaining a consultant to lead a strategic planning process to improve operational efficiency and financial stability.

Mid Atlantic Arts Foundation, Inc. PC $150,000.00 201 North Charles Street Suite 401 Baltimore, MD 21201 Toward Pennsylvania Performing Arts on Tour, a program that increases opportunities for

Page 3 of 49 Statement D 0 •

Network for New Music PC $33,301 00 6757 Greene Street Suite 400 Philadelphia , PA 19119 Toward artistic programming and building audiences in fiscal years 2013, 2014, and 2015.

New Sounds Music, Inc. PC $55,000 00 257 West Harvey Street Philadelphia, PA 19144 Toward establishing a full-time executive director position in support of implementing its three-year capacity-building initiative outlined in its recently completed strategic plan.

Opera Philadelphia PC $400,000 00 1420 Locust Street Suite 210 Philadelphia, PA 19102 Toward programming and operations in fiscal years 2012, 2013, and 2014.

Pennsylvania Academy of the Fine Arts PC $250,000 00 128 North Broad Street Philadelphia, PA 19102-1424 Toward its contemporary art program.

Pennsylvania Ballet Association PC $500,000 00 1819 John F Kennedy Boulevard Suite 210 Philadelphia, PA 19103 Toward implementing its strategic plan in fiscal years 2012, 2013, and 2014

Philadelphia Chamber Music Society PC $250,000 00 1528 Walnut Street Suite 301 Philadelphia, PA 19102 Toward its 25th Anniversary Campaign

Philadelphia Dance Projects PC $35,000 00 1427 Spruce Street Suite IF Philadelphia, PA 19102 Toward its presenting programs and operations in

Page 4 of 49 Statement D • •

Philadelphia Mural Arts Advocates PC $200,000 00 The Lincoln Financial Mural Arts Center at the Thomas Eakins House 1729 Mount Vernon Street Philadelphia, PA 19130 For retaining the DeVos Institute of Arts Management at the Kennedy Center to lead a strategic planning process and help with plan implementation for two years after plan adoption.

Piffaro The Renaissance Band PC $59,400.00 2238 Fairmount Avenue Philadelphia, PA 19130-2617 Toward implementing new strategic objectives identified in its recently completed strategic plan focused on marketing, public relations, social media fundraising, and education/recording.

Pig Iron Theatre Company, Inc. PC $140,000 00 1417 North 2nd Street Philadelphia , PA 19122 Toward its programs and operations in fiscal years 2012, 2013, and 2014 as the company transforms its business model to include a post-baccalaureate performing arts school.

Print Center PC $83,333 00 1614 Latimer Street Philadelphia, PA 19103 Toward its ongoing programs and operations in fiscal years 2013, 2014, and 2015

Raices Culturales Latinoamericanas, Inc. PC $82,500 00 1417 North 2nd Street, First Floor Annex Philadelphia , PA 19122 Toward staffing in fiscal years 2012 and 2013.

Tempesta di Mare, Inc. PC $85,000 00 1034 Carpenter Street Philadelphia, PA 19147 Toward artist fees/staff salaries in 2013 and 2014.

Theatre Exile Company PC $123,750 00 1340 South 13th Street Philadelphia, PA 19147 Toward production, marketing, and staff salaries

Page 5 of 49 Statement D 0

University of Pennsylvania , Trustees of PC $247,500.00 3680 Walnut Street Philadelphia, PA 19104 Toward artist fees, production costs, and marketing expenses over the next three seasons, FY2012 to FY2014, as outlined in its recently completed strategic plan.

Vox Populi, Inc. PC $56,500.00 319 North 11th Street 3rd Floor Philadelphia, PA 19107 Toward staff salaries and guest artists and curators in fiscal years 2013 and 2014

Wilma Theater, Inc. PC $335,500.00 265 South Broad Street Philadelphia, PA 19107 Toward its next three seasons of theater productions and for presenting BalletX in fiscal years 2012, 2013, and 2014.

Zoological Society of Philadelphia PC $50,000.00 3400 West Girard Avenue Philadelphia, PA 19104-1196 Toward its general operations in fiscal years 2012, 2013, and 2014

Children 's Hospital of Philadelphia -Policy Lab PC $291,664 00 34th Street and Civic Center Boulevard CHOP North, Room 1528 Philadelphia, PA 19104 Toward increasing the capacity of Philadelphia's child welfare and behavioral health systems to meet the needs of the children they serve by addressing policy barriers to care and developing cross-system monitoring of service utilization

Delaware Valley Association for the Education PC $456,985.00 of Young Children 1608 Walnut Street Philadelphia, PA 19103 To increase and intensify the use of shared services tools by early care and education

Page 6 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23 - 1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid providers in the region in order to improve the quality of provider core and the financial sustainability of their programs.

GreenLight Fund PC $200,000 00 200 Clarendon Street Boston, MA 02116 Toward establishing GreenLight Philadelphia to create a process for bringing national investments and best practice models serving children, youth, and families to the region

Health Federation of Philadelphia PC $213,090 00 1211 Chestnut Street Philadelphia, PA 19107 Toward Phase 11 of Multiplying Connections, a cross-systems approach to delivering trauma- informed services to families and young children in Philadelphia

Maternity Care Coalition PC $313,737 00 2000 Hamilton Street Philadelphia, PA 19130 Toward advancing its policy, research, and branding efforts, as defined in its strategic plan.

Mazzoni Center PC $82,500.00 21 South 12th Street Philadelphia, PA 19107 Toward building the infrastructure to support a citywide, youth-led network of Gay/Straight Alliances in the Philadelphia public school system

PathWaysPA PC $181,400 00 310 Amosland Road Holmes, PA 19043 Toward expanding its advocacy work on behalf of low-income workers and families moving from public benefits to self-sufficiency

Philadelphia Education Fund PC $150,000.00 1709 Benjamin Franklin Parkway Philadelphia, PA 19103-1208 Toward expanding its role in developing high- performing new and in-service teachers

Philadelphia Youth Network Inc. PC $1,734,738 00 714 Market Street

Page 7 of 49 Statement D •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia, PA 19106 Toward increasing the scale and quality of WorkReady Philadelphia programming and strengthening its development capacity to secure funds to sustain its infrastructure

Temple University PC $122,414 00 428 Gladfelter Hall 1115 West Berks Mall Philadelphia, PA 19122 Toward an evaluation of the integration of the School District of Philadelphia's Individualized Learning Plan into the out-of-school time sector.

Building One Pennsylvania PC $75,000 00 6757 Greene Street Philadelphia, PA 19119 Toward continued support to advance a regional policy reform agenda to benefit distressed communities in the area of education equity and toward strengthening organizational sustainability.

Children 's Literacy Initiative PC $1,000,000.00 2314 Market Street Philadelphia, PA 19103 For a challenge grant to launch its 10-year campaign to build the literacy skills of Philadelphia's young children

Council for a Strong America PC $220,000 00 1212 New York Avenue, NW Suite 300 Washington, DC 20005 Toward state-level advocacy to increase the availability of high-quality early care and education available for low-income children.

Delaware Valley Association for the Education PC $250,800 00 of Young Children 1608 Walnut Street Philadelphia, PA 19103 To develop and implement a state-wide advocacy campaign to expand Pennsylvania's Pre-K Counts Program in order to increase the number of low-income children in high-quality child care programs

Page 8 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23 -1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Delaware Valley Association for the Education PC $58,577.00 of Young Children Suite 300 Philadelphia, PA 19103 Support development of the Philadelphia Early Learning Alliance (PELA) to make provision of high- quality early childhood programs more affordable

Drexel University PC $216,068 00 3141 Chestnut Street Philadelphia, PA 19104-2875 To complete a neighborhood needs assessment and develop a customized strategy to offer young children and families in Powelton Village, West Powelton, and Mantua a seamless early childhood educational experience

Education Law Center - PA PC $375,000.00 1315 Walnut Street Philadelphia , PA 19107-4798 Toward organizational strategic planning and continued advocacy efforts aimed at restoring an adequate and equitable state system of PreK to12 education funding

Education Policy and Leadership Center PC $200,000 00 800 North Third Street Suite 408 Harrisburg , PA 17102 Toward continued support to lead, staff, and ensure the sustainability of the PA School Funding Campaign, a state-wide coalition that advocates for an adequate and equitable state system of Pre-K to 12 education finance

Keystone Research Center, Inc. PC $50,000.00 412 North 3rd Street Harrisburg, PA 17101 Analysis of property tax elimination plans and modeling of alternatives that would provide predictable and sustainable funding for Pennsylvania schools.

Mt. Airy USA PC $500,000 00 6703 Germantown Avenue Philadelphia , PA 19119

Page 9 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Toward the expansion of Wissahickon Charter School to a second site on the border between East Mt Airy and Germantown, focusing on an environmental curriculum.

National Council on Teacher Quality PC $ 82,500.00 1420 New York Avenue Washington, DC 20005 Toward the first annual review of quality teacher preparation programs nationwide, including the 77 programs in Pennsylvania, the results of which will be published by U.S News & World Report

National Women 's Law Center PC $75,000.00 11 Dupont Circle NW Washington, DC 20036 Towards providing advocacy leadership, research, public education, outreach, and technical assistance to improve access to high-quality child care and early education for low-income families.

New Venture Fund PC $75,000 00 1201 Connecticut Avenue, NW Washington, DC 20036 Support staffing and development costs related to the design of its Building 21 schoool model in Philadelphia

Nonprofit Finance Fund PC $176,400.00 70 West 36th Street New York, NY 10018 Revenue and cost structure analysis of the most and least effective and financially sustainable child care models in Philadelphia.

Pennsylvania Partnerships for Children PC $235,000.00 116 Pine Street Harrisburg, PA 17101 Toward state-level advocacy in support of high-quality early learning, K-12 education, and post-secondary and career readiness for low- income children and youth

Philadelphia Academies, Inc. PC $712,500 00 230 South Broad Street Philadelphia, PA 19102-4104 Expansion of the evidence-based career

Page 10 of 49 Statement D • •

Philadelphia Education Fund PC $200,000 00 1709 Benjamin Franklin Parkway Philadelphia, PA 19103-1208 Preparation and retention of highly-qualified math and science teachers through the Philadelphia Teacher Residency (PTR)

Philadelphia Education Fund PC $175,000 00 1709 Benjamin Franklin Parkway Philadelphia, PA 19103-1208 To implement school-based intervention systems that use Early Warning Indicators to keep middle school students on track to graduation.

Philadelphia School Partnership PC $5,748,437 00 Public Ledger Building 150 South Independence Mall West Philadelphia, PA 19106 Toward the Great Schools Fund, to invest in the creation, expansion, and maintenance of high- quality schools in Philadelphia

Turning Points for Children PC $450,000.00 415 South 15th Street Philadelphia, PA 19146 Implement and evaluate the Families and Schools Together program in 60 elementary schools in Philadelphia in order to improve parent engagement to support student learning.

Philadelphia Youth Network Inc. PC $1,087,500 00 714 Market Street Philadelphia, PA 19106 Toward improving educational opportunities for at-risk students through Project U-Turn, Philadelphia's successful, multi-stakeholder dropout prevention and reengagement initiative

Public Citizens for Children and Youth PC $320,000.00 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 Toward advocacy to ensure that the region's children access high-quality early

Page 11 of 49 Statement D • •

Public Citizens for Children and Youth PC $82,400.00 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 Develop o financial and programmatic plan to improve the quality, efficiency, and reach of the pre-k programs feeding into the School District of Philadelphia.

Public Health Management Corporation PC $725,000.00 260 South Broad Street Philadelphia, PA 19102-5085 To assist community-based child care providers in absorbing 2,000 high-quality Head Start slots

The Reinvestment Fund, Inc. PC $84,546.00 1700 Market Street Philadelphia, PA 19103 To analyze the geographic gaps in the availability of high-quality child care in Philadelphia and develop a corresponding interactive mapping tool

School District of Philadelphia PC $1,926,000 00 440 North Broad Street Philadelphia, PA 19130 Enhance guidance services, school climate, and college matriculation through provision of school counselors, City Year staff members, and coordinated college advising services.

Schott Foundation for Public Education PC $75,000.00 675 Massachusetts Avenue Cambridge, MA 02139 Toward Education Voters Pennsylvania's statewide advocacy and grassroots constituency-building for an adequate and equitable education funding system in Pennsylvania.

Third Sector New England PC $225,000 00 89 South Street Boston, MA 02111 Provide technical assistance in Pennsylvania toward developing a state-wide articulated plan

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Trust for Public Land PC $1,100,000 00 20 Community Place, Suite 7 Morristown, NJ 07960 Toward (1) the pilot phase of the Philadelphia Parks for People Program (PFP), involving the transformation of 5 recreation centers into school yards and new community green spaces and (2) support for public policy organizing and advocacy in Pennsylvania.

United Way of Greater Philadelphia and PC $750,000 00 Southern New Jersey 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 Toward the Success by 6 Initiative to improve the quality of early care and education centers in high need, low-income neighborhoods in Philadelphia

United Way of Greater Philadelphia and PC $50,000 00 Southern New Jersey 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 Toward convenings of stakeholders that will inform citywide strategies to increase the availability of high-quality child care for low-income families in Philadelphia

United Way of Greater Philadelphia and PC $250,000 00 Southern New Jersey 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 To plan a statewide campaign to build public support for universal pre-kindergarten in Pennsylvania, with the goal of securing program funding

United Way of Greater Philadelphia and PC $1,250,000 00 Southern New Jersey 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 Implement a statewide advocacy campaign to promote the value of and need for universal pre-kindergarten in Pennsylvania

Page 13 of 49 Statement D •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990 -PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Rec ip ie nt Amount Paid University of Pennsylvania PC $399,425.00 3700 Walnut Street Philadelphia, PA 19104-6216 Produce evidence for the Pennsylvania Office of held Development and Early Learning (OCDEL) to guide revisions to the state's early childhood quality rating and improvement system.

Act II Playhouse , Ltd PC $65,000.00 P.O. Box 555 56 East Butler Avenue Ambler, PA 19002 Toward its programs and operations in FY2013

Act II Playhouse , Ltd PC $148,020.00 P.O. Box 555 56 East Butler Avenue Ambler, PA 19002 Repositioning the theatre under new artistic leadership.

Al-Bustan Seeds of Culture (Al-Bustan ) PC $90,000 00 526 South 46th Street Philadelphia, PA 19143 Improved capacity to produce its Arab Music Concert series

American Composers Forum PC $235,000 00 522 Landmark Center 75 West 5th Street Saint Paul, MN 55102-1439 For the work of the Philadelphia Chapter in support of local composers.

American University PC $238,581 00 4400 Massachusetts Avenue, N W Washington, DC 20016-8066 For case studies documenting the progress of three performing arts institutions working to improve their capitalization and their audience building and retention

Art Partners Studio PC $30 , 000.00 524 East Lincoln Highway Coatesville , PA 19320 Toward its operations and programs in fiscal 2013.

Page 14 of 49 Statement D •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid ArtPride New Jersey Foundation , Inc. PC $50,000 00 432 High Street Burlington, NJ 08016 Toward supportfor the launch and operations of the New Jersey Cultural Data Project, an online resource designed to strengthen the statewide arts and cultural sector, through fiscal 2016.

Asian Arts Initiative PC $50, 000.00 1219 Vine Street Philadelphia, PA 19107 Toward its operations and programs in fiscal 2013

Asian Arts Initiative PC $100,000.00 1219 Vine Street Philadelphia, PA 19107 Develop a 10-year business plan for its multitenant building

Astral Artistic Services PC $55,000.00 230 South Broad Street Suite 300 Philadelphia, PA 19102 Professional development of emerging classical music artists through career-building opportunities

Atwater Kent Museum PC $65,000.00 15 South 7th Street Philadelphia, PA 19106 Toward its programs and operations in fiscal 2013

Atwater Kent Museum PC $166,100 00 15 South 7th Street Philadelphia , PA 19106 Evaluate the potential for mergers or long-term strategic alliances between the Museum and others within the Philadelphia history field

Awbury Arboretum Association , Inc. PC $150,000 00 The Francis Cope House 1 Awbury Road Philadelphia, PA 19138-1505 For a one-time investment to enhance the financial sustainability of the Arboretum

Page 15 of 49 Statement D 0 0

Azuka Theatre Collective PC $20,000.00 1636 Sansom Street Philadelphia, PA 19103 Toward its operations and programs in fiscal 2013.

Azuka Theatre Collective PC $75,000 00 1636 Sansom Street Philadelphia, PA 19103 Continued productions of new work as it approaches its 15th anniversary in 2015.

John Bartram Association PC $250,000.00 54th Street and Lindbergh Boulevard Philadelphia, PA 19143 To attract and engage local community members, capitalizing on the potential increase in visitation associated with completion of Bartram's Mile Trail and Carr Garden restoration

Bristol Riverside Theater Company, Inc. PC $75,000 00 120 Radcliffe Street P 0 Box 1250 Bristol, PA 19007 Toward its operations and programs in fiscal 2013.

Bristol Riverside Theater Company, Inc. PC $205,000.00 120 Radcliffe Street P 0 Box 1250 Bristol, PA 19007 Theatre productions and related costs through fiscal 2016, and pursuing a capitalization strategy to support its artistic mission.

Bryn Mawr Rehabilitation Hospital SO III Fl $163,230 00 414 Paoli Pike Malvern, PA 19355 For promotion of artists with disabilities through its Art Ability program

Center for Emerging Visual Artists, Ltd. PC $75,000 00 237 South 18th Street, Suite 3A

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Clay Studio PC $101,700 00 137-139 North 2nd Street Philadelphia, PA 19106 Audience expansion, donor growth, and development of a new facility plan.

Concerto Soloists of Philadelphia PC $200, 000.00 1520 Locust Street Suite 500 Philadelphia , PA 19102 Toward an audience-building and revenue-generating initiative using new media and customer/donor management technology in fiscal 2014, 2015, and 2016.

Conservation Center for Art and Historic Artifacts PC $120,000 00 264 South 23rd Street Philadelphia, PA 19103 Toward its Philadelphia Stewardship Resource Center, fostering collections care strategies and policies in collecting institutions throughout the region, in fiscal 2013.

Conservation Center for Art and Historic Artifacts PC $152,625 00 264 South 23rd Street Philadelphia, PA 19103 Through its Philadelphia Stewardship Resource Center, CCAHA will help local cultural institutions meet their collections care goals

Delaware River Waterfront Corporation PC $2,064,000.00 121 North Columbus Boulevard Philadelphia, PA 19106 Trail and park improvements designed to increase public access to the Delaware Riverfront.

Ego PO, Inc. PC $67,585 00 1219 Vine Street, Studio E Philadelphia, PA 19107 Strengthening infrastructure and improving production values to build audiences and earned revenue.

Fairmount Park Conservancy PC $82,500 00

Page 17 of 49 Statement D 0 •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid 1617 John F. Kennedy Boulevard Suite 1670 Philadelphia, PA 19103 For the design of a new community-based public recreation/play space intended to promote increased activation of West Fairmount Park adjacent to the Please Touch Museum and Philadelphia Zoo

Fairmount Park Conservancy PC $260,000 00 1617 John F Kennedy Boulevard Suite 1670 Philadelphia, PA 19103 A one-time transformational investment to expand the project management, fundraising and earned income creation capacity of the Conservancy.

Fairmount Park Conservancy PC $71,000 00 1617 John F Kennedy Boulevard Suite 1670 Philadelphia , PA 19103 For a water loss engineering study for Concourse Lake in West Fairmount Park.

Samuel S. Fleisher Art Memorial , Inc. PC $50,000.00 719 Catherine Street Philadelphia, PA 19147 Toward its operations and programs in fiscal 2013.

Free Library of Philadelphia PC $82,500 00 1901 Vine Street Philadelphia, PA 19103-1189 Toward planning and analysis to promote innovation in the Free Library's use of data in management and decision making and the development of prototype branch libraries designed to meet the 21st century needs of contemporary library users

Free Library of Philadelphia PC $375,000.00 1901 Vine Street Philadelphia, PA 19103-1189 Toward design for the "Common", anew civic and community space in the Parkway Central Branch of the Free Library of

Page 18 of 49 Statement D • •

Fund for Philadelphia , Inc. PC $441,000 00 City Hall - Room 708 Philadelphia, PA 19107 Toward design of the first phase of the proposed Bartram's Mile Riverfront Trail and Park, including an operations and maintenance plan and initial programming recommendations.

Fund for Philadelphia , Inc. PC $82,500 00 City Hall - Room 708 Philadelphia, PA 19107 For pilot implementation of "More Park, Less Way. An Action Plan to Increase Urban Vibrancy on the Benjamin Franklin Parkway."

Headlong Dance Theater PC $35,000 00 1170 South Broad Street Philadelphia , PA 19146 Toward its operations and programs in fiscal 2013

Historic Philadelphia , Inc. PC $400,000 00 150 South Independence Mall West Philadelphia, PA 19106 Expansion of the Franklin Square operating season with new winter programming

Interact, Inc. PC $88,045 00 2030 Sansom Street Philadelphia, PA 19103 Strengthen its programmatic and financial position for the future as it moves past its 25th anniversary season.

Koresh Dance Company PC $120,000 00 2002 Rittehouse Square Philadelphia, PA 19103 Toward its operations and programs in fiscal 2013.

Koresh Dance Company PC $266,500 00 2002 Rittehouse Square Philadelphia, PA 19103 Helping improve the company's capitalization as it assumes management of

Page 19 of 49 Statement D • •

KYL Dancers, Inc. PC $30,000.00 1316 South Ninth Street Philadelphia, PA 19147 Strengthening staff capacity as the company explores a viable business model

Lantern Theater Company PC $65,000.00 P 0 Box 53428 Philadelphia, PA 19105-3428 Toward its programs and operations in fiscal 2013.

Lantern Theater Company PC $85,000 00 P.O Box 53428 Philadelphia, PA 19105-3428 Position Lantern for next decade of work, through support of theatre's 20th anniversary 2013/2014 season.

Lantern Theater Company PC $45,000 00 P 0 Box 53428 Philadelphia, PA 19105-3428 Plan and pilot redesign of Illumination program, from an arts integration residency to a model that includes both the residency and a new teacher training component.

Local Initiatives Support Corporation PC $200,000 00 718 Arch Street Philadelphia, PA 19106 Toward the design of the Mantua Walking Trod

Miro Dance Theatre PC $60,000 00 Girard College #160 2101 South College Avenue Philadelphia, PA 19121 Toward its operations and programs in fiscal 2013.

Montgomery County Community College Fdn PC $70,000.00 340 DeKalb Pike Blue Bell, PA 19422 Programming in jazz, folk, and world music genres, showcasing a diverse selection of established and emerging artists as part of

Page 20 of 49 Statement D 0 0

Musicopia, Inc. PC $25,000 00 2001 Market Street Philadelphia, PA 19103-7044 Develop coordinated strategic plans for Musicopia and Dancing Classrooms Philadelphia (DCP) as affiliated organizations.

Musicopia, Inc. PC $170,000 00 2001 Market Street Philadelphia, PA 19103-7044 Expand its music residency program to six Philadelphia schools in spring 2014, including two schools that will also receive a ballroom dance component

New Paradise Laboratories Theatre , Inc. PC $40,000.00 P 0 Box 14037 Philadelphia, PA 19122 Toward its operations and programs in fiscal 2013.

New Paradise Laboratories Theatre, Inc. PC $40,000.00 P 0. Box 14037 Philadelphia , PA 19122 Expanding awareness of its work to connect with and build audiences

Nichole Canuso Dance Company, Inc. PC $60,000 00 913 Federal Street Philadelphia, PA 19147 Premiere CoPresence, a multi-disciplinary project comprising two dancers performing simultaneously in separate cities Philadelphia/MD), conjoined in a singled video

Opera Philadelphia PC $1,450,000 00 1420 Locust Street Philadelphia, PA 19102 Toward continued investment in market expansion through product development that grows audience and donor bases, and for planning for a comprehensive endowment campaign, in fiscal 2014, 2015, 2016

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Orchestra 2001, Incorporated PC $60,000 00 26 South 20th Street Philadelphia, PA 19103 Toward its operations and programs in fiscal 2013.

Orchestra 2001, Incorporated PC $80,000.00 26 South 20th Street Philadelphia, PA 19103 Three seasons of local concerts, regional tours, and other artistic programming in fiscal years 2014 through 2016.

Painted Bride Art Center PC $161,800.00 230 Vine Street Philadelphia, PA 19106 Undertaking strategies to improve capitalization and better engage audiences

Penn Praxis, Inc. SO I $319,000.00 409 Duhring Wing University of Pennsylvania Philadelphia, PA 19104-6311 For a study to identify short- and long-term recommendations to improve connectivity between the River Drives and the upland portions of East and West Park, and policies to guide development along the River Drives and adjacent park lands

Pennsylvania Ballet Association PC $750,000.00 1819 John F. Kennedy Boulevard Philadelphia, PA 19103 Toward support of a financial restructuring and new initiatives designed to grow audiences, increase contributed revenue, and diversity earned income in fiscal 2014, 2015, and 2016

Pennsylvania Horticultural Society PC $250,000.00 100 North 20th Street Philadelphia, PA 19103-1495 Pilot projects to improve community connections to Fairmount Park, including a new link between Laurel Hill Cemetery and the Schuylkill River Trail and plans to restore the Welsh Fountain at the Please Touch Museum as a new attraction for Parkside and Man

Page 22 of 49 Statement D 0 9

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Lin e 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid People 's Light and Theatre Company PC $100,000 00 39 Conestoga Road Malvern , PA 19355 Toward its operations and programs in fiscal 2013

People 's Light and Theatre Company PC $250,000 00 39 Conestoga Road Malvern , PA 19355 Strengthening new operating structure for audience growth

Philadelphia Chamber Music Society PC $148,300.00 1528 Walnut Street Philadelphia, PA 19102 Concert programs and audience development in fiscal years 2014, 2015, and 2016

Philadelphia Chamber Music Society PC $134,500 00 1528 Walnut Street Philadelphia, PA 19102 Commissions and resulting world premieres of three chamber works by major composers, celebrating PCMS's 30th anniversary season. Philadelphia Fringe Festival PC $120,000.00 P.O. Box 30393 Philadelphia, PA 19103 Toward its programs and operations in fiscal 2013

Philadelphia Fringe Festival PC $920,000.00 P 0. Box 30393 Philadelphia, PA 19103 Support FringeArts' transition to a sited, year-round producing and presenting organization.

Philadelphia Museum of Art PC $162,000 00 Box 7646 Philadelphia, PA 19101-7646 Attract younger, more diverse audiences by extending Pay-What-You-Wish Wednesday Nights.

Philadelphia Parks Alliance PC $82,500 00 P 0. Box 12677 Philadelphia, PA 19129-0077

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Philadelphia Theatre Company PC $175,000.00 230 South Broad Street Suite 1105 Philadelphia, PA 19102 Helping sustain the Philadelphia Theatre Company as it undertakes a financial turnaround plan

Philadelphia Young Playwrights, Inc. PC $225,000.00 1709 Benjamin Franklin Parkway Floor 2 Philadelphia, PA 19103-1208 Toward playwriting residencies in 10 public schools during 2013-2014 academic year, including 4 schools new to the program that are facing significant school climate issues

PIDC Regional Development Corporation SO I $299,098 00 2600 Centre Square West 1500 Market Street Philadelphia, PA 19102-2126 On behalf of the Office ofArts, Culture and Creative Economy (OACCE), enhance "Marquee," a live-stream video art installation depicting light on the Delaware River.

Playpenn, Inc. PC $42,500.00 220 West Evergreen Avenue, #D2 Philadelphia, PA 19118 Strengthen operations as it transitions from an annual summer conference to year-round programming model

Regional Housing Legal Services PC $175,000.00 2 South Easton Road Glenside, PA 19038-7615 For a business plan and new communications strategy to increase organizational sustamabdrty.

Rock School for Dance Education PC $125,000 00 1101 South Broad Street Philadelphia, PA 19147-4410 To expand RockReach dance residency program for the 2013-2014 academic year

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Scenic Philadelphia PC $82,500 00 1315 Walnut Street Philadelphia, PA 19107 Research and analysis of state and local legislative risks to public spaces in Philadelphia, including parks, trails, riverfront vistas, school, and libraries

Settlement Music School PC $300,000 00 P 0 Box 63966 416 Queen Street Philadelphia, PA 19147 Pilot and launch an in-school music program, bringing its music instruction into four school new to SMS, in communities adjacent to their city branches.

Spiral Q Puppet Theater, Inc. PC $82,500.00 4100 Haverford Avenue Philadelphia, PA 19104 Support SPARQ School, a school-wide, project-based arts education program at Samuel Powel Elementary, during spring semester

Taller Puertorriqueno, Inc. PC $150,000 00 2721 North 5th Street Philadelphia, PA 19133 To restore Visitenos in-school arts residency to 12 schools over the next 3 academic years

Technical Development Corporation PC $82,500 00 31 Milk Street Suite 310 Boston, MA 02109 For researching and developing a white paper that articulates trends in sector-level capitalization and audience issues and the resulting implications and needs for the nonprofit arts and cultural industry.

Temple University PC $82,500 00 334 Annenberg Hall 2020 North 13th Street Philadelphia, PA 19122 For a plan to identify options for transitioning Planphdly.com from Penn Praxis to a permanent host organization, including modifications to its

Page 25 of 49 Statement D • •

Theatre Horizon PC $50,000.00 401 DeKalb Street Norristown, PA 19401 Toward its operations and programs in fiscal 2013.

Theatre Horizon PC $165,000 00 401 DeKalb Street Norristown, PA 19401 Producing mainstage programming and advancing audience development in fiscal years 2014 and 2015.

University City District PC $300,000 00 3940 Chestnut Street Philadelphia , PA 19104-3111 Transform the 40th Street Trolley Portal into a high-quality community oriented public space

Village of Arts and Humanities, Inc. PC $50,000 00 2506 North Alder Street Philadelphia, PA 19133 Toward its operations and programs in fiscal 2013

Walnut Street Theatre Corporation PC $120,000 00 825 Walnut Street Philadelphia, PA 19107 Pilot Adopt-a-School program as a two-year program in two new schools

Walnut Street Theatre Corporation PC $40,000.00 825 Walnut Street Philadelphia , PA 19107 Subsidize Walnut Street Theatre's Studio 5 rental space to maximize affordability for local emerging theatre companies and individual artists.

WHYY, Inc. PC $82,500.00 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 Pilot "Flash Media Labs" at three Philadelphia schools

Page 26 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid

Woodlands Trust for Historic Preservation PC $200,000.00 4000 Woodland Avenue Philadelphia, PA 19104 Master plan for Woodlands Historic Cemetery to promote public access and use

Woodmere Art Museum, Inc. PC $382,000.00 9201 Germantown Avenue Philadelphia, PA 19118 Three landmark exhibitions showcasing the work of local artists

Zoological Society of Philadelphia PC $2,750,000.00 3400 West Girard Avenue Philadelphia , PA 19104-1196 Toward implementation of the its Transformation Plan to increase visitation, financial sustainability, and connection to surrounding neighborhood.

Academy of Natural Sciences of Philadelphia PC $34,592.00 1900 Benjamin Franklin Parkway Philadelphia, PA 19103-1195 For Phase 2 planning of strategies to protect and restore the Delaware and Susquehanna watersheds

American Littoral Society PC $110,000.00 18 Hartshorne Drive, Suite 1 Highlands, NJ 07732 Toward advocacy and outreach to municipalities and landowners to secure protection of critical watershed lands in the Delaware Bayshore in South Jersey

Association of New Jersey Environmental PC $61,000.00 Commissions P 0 Box 157 Mendham, NJ 07945 Toward targeted education, outreach, and advocacy to promote implementation of a regional trail network in South Jersey, and protection of critical resources in the Boyshore

Bicycle Coalition of Greater Philadelphia PC $200,000.00 1500 Walnut Street

Page 27 of 49 Statement D WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia, PA 19102 Toward advocacy and organizational capacity building, to advance the Regional Trail Network and improve neighborhood health, safety and hope. accessibility.

Brandywine Conservancy, Inc. PC $55,000 00 P.O Box 141 Chadds Ford, PA 19317 To its Environmental Management Center, toward completion of transactions to permanently protect priority lands in the Pennsylvania Highlands, and to develop a greenway and trail plan for the Brandywine Creek Regional Recreation Corridor

Cooper's Ferry Partnership PC $288,200.00 One Port Center 2 Riverside Drive, Suite 501 Camden, NJ 08103 Toward project management and community outreach to advance implementation of park and trail plans in Camden that are key elements of the Circuit, the regional trail network

D&R Greenway Land Trust, Inc. PC $67,000.00 One Preservation Place Princeton, NJ 08540 Toward continued outreach and technical assistance to advance development of multi-use trails connecting the Trenton-Hamilton-Bordentown Marsh to the Greater Philadelphia Regional Trail Network, and protection of the Mammngton Meadow in the South Jersey

Food Trust PC $165,000.00 One Penn Center, Suite 900 1617 John F Kennedy Boulevard Philadelphia, PA 19103 To strengthen local food entrepreneurs and support Night Markets, animate city neighborhoods, and highlight local food and culture.

Fund for Philadelphia , Inc. PC $32,383 00 City Hall - Room 708

Page 28 of 49 Statement D 9 0

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia, PA 19107 Toward a series of pilot projects intended to promote innovation in the Planning Commission's business practices relating to zoning remapping, citizen engagement, and long-range capital planning and matching funds to assist in securing new nonlocal source

Greater Philadelphia Tourism Marketing Corp PC $400,000 00 30 South 17th Street Philadelphia, PA 19103 Toward supportfor a marketing initiative expanding on Philly Homegrown's local food focus, to raise visibility of Philadelphia's creative neighborhood assets, and increase participation and organizational capacity.

Heritage Conservancy PC $121, 500.00 85 Old Dublin Pike Doylestown , PA 18901-2489 Toward technical assistance to advance completion of priority gaps in the East Coast Greenway in Bucks County and increase public increase public access to the Delaware River adjacent to the trail.

National Audubon Society, Inc. PC $1,000,000 00 1201 Pawlings Road Audubon, PA 19403 Toward construction of a regional conservation and youth leadership center with Outward Bound Philadelphia, at the East Park Reservoir in Fairmount Park.

National Audubon Society, Inc. PC $275,000 00 1201 Pawlings Road Audubon, PA 19403 Toward education, outreach, and technical assistance to promote protection and stewardship of targeted critical habitat in Philadelphia and the Pennsylvania Highlands.

Natural Lands Trust, Inc. PC $170,000 00 Hildacy Farm 1031 Palmers Mill Road Media, PA 19063

Page 29 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Toward outreach, education, and technical assistance to advance land protection strategies in the Pennsylvania Highlands, South Jersey Bayshare, and Philadelphia

Natural Resources Defense Council PC $93,500 00 40 West 20th Street New York, NY 10011 To support the Philadelphia Water Department's effective implementation of its nationally significant Green City, Clean Waters plan to reduce urban storm water pollution.

Nature Conservancy, Inc. PC $110,000.00 200 Pottersville Road Chester, NJ 07930 Toward targeted outreach and technical assistance to promote conservation of priority watershed lands and rivers in the Delaware Bayshore in South Jersey

New Jersey Audubon Society PC $93,500.00 9 Hardscrabble Road Bernardsville, NJ 07924 Toward protection and restoration of critical habitat in priority watersheds in the South Jersey Bayshore and the Pin elands in New Jersey.

Open Space Institute, Inc. PC $9,900 00 1350 Broadway Suite 201 New York, NY 10025 For Phase 2 planning of strategies to protect the Delaware and Susquehanna watersheds, including ranking priority sub-watersheds for investment and developing restoration protection strategies and monitoring plans

Pennsylvania Horticultural Society PC $666,666.00 100 North 20th Street 5th Floor Philadelphia, PA 19103-1495 Toward re-branding PHS, and repositioning PHS, the Philadelphia Flower Show, and the city of Philadelphia as a notional center of horticulture design

Page 30 of 49 Statement D • •

Pew Charitable Trusts PC $107,764 00 One Commerce Square 2005 Market Street, Ste. 1700 Philadelphia, PA 19103-7077 A challenge grant toward a collaborative initiative to increase the capacity of regional land trusts and other agencies to accelerate agricultural land preservation and implementation of economically and environmentally sustainable food system practice

Preservation Alliance for Greater Philadelphia PC $120,000 00 1608 Walnut Street Philadelphia, PA 19103 Toward historic preservation advocacy, outreach, and technical assistance to advance neighborhood preservation and citywide economic development, and to initiate a citywide historic survey.

Sierra Club Foundation PC $100,000 00 85 2nd Street San Francisco, CA 94105 Toward expansion of a national campaign in the Delaware and Susquehanna watersheds to build supportfor adoption and implementation of natural gas drilling policies that are based on sound science and protective of ecological and human health.

University City District PC $250,000 00 3940 Chestnut Street Philadelphia, PA 19104-3111 To develop a fund for continued improvement and programming of The Porch at 30th Street Station.

Wildlands Conservancy, Inc. PC $66,000 00 3701 Orchid Place Emmaus, PA 18049-1637 Toward development of and programming for targeted trails and greenwoys connecting the Kittatinny Ridge, Pennsylvania Highlands, and Lehigh Valley to the Greater Philadelphia trail

Page 31 of 49 Statement D • •

Center City District PC $198,424 00 Public Ledger Building 660 Chestnut Street Philadelphia, PA 19106 For matching funds to secure individual and corporate contributions toward completing the renovation of Philadelphia's Dilworth Plaza.

Chestnut Hill Friends Meetinghouse Project SO I $100,000.00 100 East Mermaid Lane Philadelphia, PA 19118 Toward construction of the East Coast's only year-round, publicly accessible example of a "Skyspace" installation by contemporary artist James Turrell on a site directly adjacent to Fairmount Park and the proposed Cresheim Valley Trail

Committee of Seventy PC $300,000.00 8 Penn Center - Suite 1002 1628 John F Kennedy Boulevard Philadelphia, PA 19103 Toward enhancing the long-term financial sustainabdity of the organization

Community Foundation of New Jersey PC $137,500 00 P 0 Box 338 Morristown, NJ 07963 Toward expanding New Jersey Spotlight's civic engagement efforts and strengthening its long-term financial sustamabdity

Drexel University PC $600,000.00 3141 Chestnut Street Philadelphia, PA 19104-2875 Toward start-up costs for the creation of a new Department of Biodiversity, Earth and Environmental Sciences and staff transition support to institutionalize the merger of Drexel University and the Academy of Natural Sciences

Greater Philadelphia Chamber of Commerce SO I $137,500 00 Regional Foundation 200 South Broad Street

Page 32 of 49 Statement D E •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia, PA 19102-3896 Toward continued supportfor its business leader organizing and regional marketing and business attraction efforts.

Nonprofit Finance Fund PC $1,000,000.00 70 West 36th Street New York, NY 10018 Toward the ArtPlace Joint Funding Collaborative for the purpose of re-granting to arts organizations and arts-related projects that contribute to creative community placemaking in the Philadelphia region

Parkway Council Foundation PC $41,250.00 c/o Friends Select School 17th and Benjamin Franklin Parkway Philadelphia, PA 19103 For the development of a plan for the Parkway's centennial celebration

Penn Praxis, Inc. SO I $137,500 00 409 Duhring Wing University of Pennsylvania Philadelphia , PA 19104-6311 For implementation of a new revenue generating strategy and on -going reporting on planning, zoning, and development issues in Philadelphia.

Philadelphia Museum of Art PC $101,576 00 Box 7646 Philadelphia, PA 19101-7646 Toward constructing its Art Handling Facility.

Temple University PC $700,000.00 334 Annenberg Hall 2020 North 13th Street Philadelphia, PA 19122 Toward the creation of regional public interest Journalism collaborative to support increased public interest/accountability reporting and promote its broadest possible distribution.

Friends of Rittenhouse Square PC $18,784 00 210 West Rittenhouse Square Box 1308

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia , PA 19103 To support the Rittenhouse Square Restoration and Preservation project, commemorating the 100th anniversary of the Paul Cret design for the Square

National Center for Family Philanthropy, PC $82,500.00 1101 Connecticut Avenue, NW Suite 220 Washington, DC 20036 Toward "Trends in Family Philanthropy- A National Research Initiative, " a benchmarking study offamily foundations to be done in conjunction with the Urban Institute

Penn Praxis, Inc. SO I $250,000.00 409 Duhring Wing University of Pennsylvania Philadelphia, PA 19104-6311 To support operating costs during the transition of Planphilly operations from Penn Praxis to a new, permanent host organization or platform.

Philanthropy Network Greater Philadelphia PC $75,000.00 230 South Broad Street Suite 402 Philadelphia, PA 19102 Early implementation of its strategic plan, Sparking Solutions for Greater Philadelphia and enhanced communications around the new organization brand.

Philadelphia Orchestra Association PC $1,291,667.00 One South Broad Street 14th Floor Philadelphia, PA 19107 For the preservation and renewal of the Philadelphia Orchestra

Academy of Natural Sciences of Philadelphia PC $880,000 00 1900 Benjamin Franklin Parkway Philadelphia, PA 19103-1195 To support watershed protection and restoration through development of baseline water quality data with ongoing

Page 34 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid research, technical assistance, monitoring, and evaluation across the Delaware watershed and at specific sub-watershed sites

American Littoral Society PC $137,500.00 18 Hartshorne Drive, Suite 1 Highlands, NJ 07732 Research and advocacy to promote New Jersey policies that halt unsustainable groundwater use and consequent dewatering of wetlands and streams in the Delaware River watershed

American Rivers, Inc. PC $110,000.00 1101 14th Street N W. Suite 1400 Washington, DC 20005-5637 Toward continued state and federal advocacy for green infrastructure policies and programs

Appalachian Mountain Club PC $192,500 00 5 Joy Street Boston, MA 02108-1490 Toward coalition-building, planning, and education to advance development of the Pennsylvania Highlands Trail Network, and to promote protection of critical forested headwaters in the Highlands.

John Bartram Association PC $ 75,000 00 54th Street and Lindbergh Boulevard Philadelphia, PA 19143 To attract and engage local community members, capitalizing on the potential increase in visitation associated with completion of Bartram's Mile Trail and Carr Garden restoration

Berks County Conservancy PC $240,000.00 25 North 11th Street Reading, PA 19601 Toward technical assistance, outreach, and education to advance development of programs and places designed to build the constituency for watershed protection on the Angelica Creek and Schuylkill River in Berks County

Page 35 of 49 Statement 0 • •

WILLIAM PENN FOUNDATION EIN 23 - 1503488 Form 990 - PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Berks County Conservancy PC $71,000 00 25 North 11th Street Reading, PA 19601 To develop a targeted sub-watershed implementation plan for the Middle Schuylkill.

Bicycle Coalition of Greater Philadelphia PC $315,000 00 1500 Walnut Street Suite 1107 Philadelphia, PA 19102 For leadership of the Circuit coalition and to develop and implement campaigns and programs raise the visibility and advance completion of the regional trail network

Brandywine Conservancy, Inc. PC $79,500 00 P.O. Box 141-Route 1 Chadds Ford, PA 19317 To develop a targeted sub-watershed implementation plan for the Brandywine-Christina watershed.

Camden City Garden Club, Inc. PC $168,000 00 3 Riverside Drive Camden, NJ 08103 To develop and implement water-based pilot programs and exhibits

Chesapeake Bay Foundation, Inc. PC $330,000 00 Philip Merrill Environmental Center 6 Herndon Avenue Annapolis, MD 21403 For an education campaign and targeted technical assistance in Pennsylvania to increase adoption and implementation of storm water management practices and policies that protect and restore water quality

Citizens for Pennsylvania ' s Future PC $275,000.00 610 North 3rd Street Harrisburg, PA 17101 Reduce stormwater discharge into waterways and safeguard special protection waters by improving municipal storm water management plans and state permitting

Page 36 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23- 1503488 Form 990- PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Clean Air Council PC $200,000 00 135 South 19th Street Philadelphia, PA 19103 For research, outreach, and advocacy in coordination with other nonprofits, to minimize impacts from natural gas pipeline infrastructure in the Delaware River watershed.

Clean Water Fund - New Jersey PC $ 74,000 00 198 Brighton Avenue Long Beach , NJ 07740 For research, outreach, and advocacy in Surveys and outreach to identify outdoor enthusiasts, including Circuit trail users, and engage them to advance watershed protection in NJ's portion of the Delaware River watershed.

Community Foundation of New Jersey PC $550,000.00 P.O. Box 338 Morristown , NJ 07963 Toward collaborative grantmaking to advance targeted Hurricane Sandy recovery efforts in New Jersey, including restoration and conservation of critical habitat on the Delaware Bayshore and Bornegat Bay

Conservation Pennsylvania PC $77,000 00 P O Box 2125 Philadelphia , PA 19103 Conduct focus groups and public opinion polls to better understand the potential constituency for watershed protection, and to use the information to inform more effective communication and environmental practices by nonprofits in the region

Cooper's Ferry Partnership PC $720,000 00 One Port Center 2 Riverside Drive, Suite 501 Camden, NJ 08103 For planning, design, and development of priority interim and permanent trails and public parks on those trails in Camden, NJ.

D&R Greenway Land Trust, Inc. PC $121,000 00

Page 37 of 49 Statement D O •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid One Preservation Place Princeton, NJ 08540 To advance completion of the Circuit in Burlington and Mercer Counties, NJ, through coalition-building and the use of trails for water-related programming

Delaware and Lehigh National Heritage Corridor PC $165,000 00 2750 Hugh Moore Park Road Easton, PA 18042 Toward outreach, education and coalition building to promote coordinated stewardship, programming, and communications for the 165-mile D&L Trail, a key part of The Circuit, Greater Philadelphia's regional trail network

Delaware River Basin Commission PC $82,500 00 25 State Police Drive P 0. Box 7360 West Trenton, NJ 08628 Toward expanded baseline monitoring of water quality to address potential impacts of natural gas extraction in the Delaware River Basin

Delaware River City Corporation PC $124,500 00 Arsenal Business Center, Building 1 5301 Tacony Street, Box 215 Philadelphia, PA 19137 To advance construction and stewardship of the 11-mile North Delaware Greenway trail, a key part of the Circuit in Philadelphia.

Delaware Riverkeeper Network PC $290,000.00 925 Canal Street Suite 3701 Bristol, PA 19007 Toward education, advocacy, and outreach to secure policies that will protect the Delaware River's water quality

Delaware Valley Regional Planning Commission PC $82,500 00 ACP Building, 8th Floor 190 North Independence Mall West Philadelphia, PA 19106-1520 Purchase bike and pedestrian counting equipment to advance a comprehensive

Page 38 of 49 Statement D • •

EarthJustice PC $200,000.00 50 California Street Suite 500 San Francisco, CA 94111 Clean Air Council, Earthjustice, and Delaware Riverkeeper Network collaboration to minimize negative impacts from natural gas pipeline infrastructure in the Delaware River watershed.

Foundation for Pennsylvania Watersheds SO I $350,000.00 9697 Loop Road Alexandria, PA 16611 Development of a Conservation Trust Fund for Pennsylvania, as part of the Growing Greener Campaign.

Friends of the Wissahickon, Inc. PC $220,000 00 8708 Germantown Avenue Philadelphia, PA 19118-2717 Toward support for sustainable trail initiatives and public engagement efforts

Fund for Philadelphia , Inc. PC $82,500 00 City Hall - Room 708 Philadelphia, PA 19107 To evaluate the feasibility of a Philadelphia "Urban Waters Institute" - a nonprofit research and policy initiative to provide sustainable water management research, data, and information

GreenTreks Network, Inc. PC $82,500.00 1420 Walnut Street Suite 1304 Philadelphia, PA 19102 Develop new media documenting strategic protection, restoration, and trail-related work in the Delaware River watershed, and connect public and nonprofit partners to existing media resources that support watershed protection

Heritage Conservancy PC $82,500.00 85 Old Dublin Pike

Page 39 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Doylestown, PA 18901-2489 Toward research and analysis to facilitate its acquisition of 31 acres of the Bristol Marsh, and for community outreach and planning to assess the feasibility of potential conservation, recreational, and educational uses of the site.

Keystone Conservation Trust PC $82,500 00 624 Willow Grove Avenue Glenside, PA 19038 For research, planning, and community outreach to advance design and implementation of trails in the Circuit that will connect SEPTA's Eastwick Regional Rail Station, the John Heinz National Wildlife Refuge, and the East Coast Greenway

Lancaster County Conservancy PC $132,000.00 117 South West End Avenue P 0 Box 716 Lancaster, PA 17608-0716 For programs and capital improvements to establish a regional environmental education and recreation center with access to a tributary of the Susquehanna River and the Enola Low Grade Trail.

Lancaster Farmland Trust PC $165, 000.00 125 Lancaster Avenue Strasburg , PA 17579 Demonstrate how best management practices on preserved agricultural lands can efficiently and effectively improve water quality

Manomet, Inc. PC $110,000.00 P.0 Box 1770 81 Stage Point Road Manomet, MA 02345-1770 Toward outreach, coalition building, data collection, and communications to improve water quality via increased stewardship of horseshoe crabs and migratory shorebirds, two of the Delaware Bay's key indicator species with a significant birder following

Page 40 of 49 Statement D • E

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid National Fish and Wildlife Foundation PC $82,500 00 1133 15th Street Suite 1100 Washington, DC 20005 For technical assistance and outreach to inform and develop five sub-watershed plans designed to improve water quality in the Delaware River Basin.

National Fish and Wildlife Foundation PC $3,250,000.00 1133 15th Street Suite 1100 Washington, DC 20005 Capital fund to restore targeted lands vital to water quality in the Delaware River watershed and share learning across a wider watershed community of conservation practitioners.

National Wildlife Federation PC $100,000 00 11100 Wildlife Center Drive Reston, VA 20190 To grow, coordinate, and convene a formal coalition of nonprofits working to advance strategic conservation initiatives and priorities for the Delaware River watershed

Natural Lands Trust, Inc. PC $56,000 00 Hildacy Farm 1031 Palmers Mill Road Media, PA 19063 To develop a targeted sub-watershed implementation plan for the Schuylkill Highlands

Nature Conservancy, Inc. PC $203,500 00 15 East Ridge Pike Suite 100 Conshohocken, PA 19428 Toward mapping, analysis of baseline conditions, outreach, and targeted technical assistance to advance conservation and restoration of key ecological functions in the Delaware and Susquehanna River Basins

Nature Conservancy, Inc. PC $82,500 00 15 East Ridge Pike

Page 41 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Lin e 3 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid Suite 100 Conshohocken, PA 19428 To develop a targeted sub-watershed implementation plan for the Poconos and Kittatinny

Nature Conservancy, Inc. PC $82,500.00 200 Pottersville Road Chester, NJ 07930 To develop a targeted sub-watershed implementation plan for the New Jersey Highlands.

New Jersey Audubon Society PC $75,000.00 9 Hardscrabble Road Bernardsville, NJ 07924 Support the Coalition for the Delaware River Watershed (CDRW) to plan and manage a Delaware River Watershed Forum in Fall 2013

New Jersey Conservation Foundation PC $275,000 00 Bamboo Brook 170 Longview Road Far Hills, NJ 07931 Toward outreach, education, and planning to advance and build support for protection and stewardship of the ecologically significant New Jersey Pine Barrens and Bayshore

New Jersey Conservation Foundation PC $122,500 00 Bamboo Brook 170 Longview Road Far Hills, NJ 07931 For technical assistance and education and outreach to advance completion of priority gaps in the Delaware River Heritage Trail and the Cooper River Trail in New Jersey, key elements of the Circuit, Greater Philadelphia's regional trail network.

New Jersey Conservation Foundation PC $82,500 00 Bamboo Brook 170 Longview Road Far Hills, NJ 07931 To develop a targeted sub-watershed implementation plan for the

Page 42 of 49 Statement D • C]

New Jersey Future, Inc. PC $82,500 00 137 West Hanover Street Trenton, NJ 08618 Toward data collection and analysis, policy reform, and outreach to address water quality impairment issues in regional growth areas in the NJ Pmelands, above the Kirkwood-Cohonsey Aquifer

New Manayunk Corporation PC $258,500 00 4312 Main Street Philadelphia, PA 19127 Programming and design work in Manayunk and nearby Schuylkill River communities to build a constituency for watershed protection and attract new resources to the area

Open Space Conservancy SO I $4,393,000.00 1350 Broadway Suite 201 New York, NY 10025 Capital fund to. permanently protect lands vital to water quality in the Delaware River watershed; attract additional capital for priority projects, and test, advance, and raise the visibility of innovative preservation practices

Open Space Institute , Inc. PC $165,000 00 1350 Broadway Suite 201 New York, NY 10025 For technical assistance and outreach to inform and develop eight sub-watershed plans designed to improve water quality in the Delaware River Basin

PennEnvironment Research and Policy Center PC $110,000.00 1420 Walnut Street Suite 650 Philadelphia, PA 19102 Toward outreach and education to promote protection and restoration of water quality in the Delaware River Basin, aligned with

Page 43 of 49 Statement D • •

Pennsylvania Environmental Council, Inc. PC $27,500 00 1315 Walnut Street Suite 532 Philadelphia, PA 19107 Toward organizational and financial planning led by the Pennsylvania Environmental Council, to develop a bikeshare program in Philadelphia, in partnership with the Mayor's Office of Transportation and Utilities.

Pennsylvania Environmental Council, Inc. PC $750,000 00 1315 Walnut Street Suite 532 Philadelphia, PA 19107 Toward completing and promoting the Circuit trail network's connections to and along the Delaware and Schuylkill Rivers

Pennsylvania Environmental Council, Inc. PC $82,500.00 1315 Walnut Street Suite 532 Philadelphia, PA 19107 To develop a targeted sub-watershed implementation plan for upstream suburban Philadelphia

Pennsylvania Land Trust Association PC $121,000.00 105 Locust Street Suite 300 Harrisburg, PA 17101 Toward policy development and advocacy to advance permanent protection of land in the commonwealth, and education and outreach and technical assistance to Pennsylvania land trusts and muncipalities to advance best practices

Pennsylvania Land Trust Association PC $82,500.00 105 Locust Street Suite 300 Harrisburg, PA 17101 To support the initial research phase of its Conservation Trust Concept Plan that will survey and analyze state mineral trust

Page 44 of 49 Statement D . •

Pennsylvania State University PC $100,000 00 238 Outreach Building 100 Innovation Boulevard University Park, PA 16802 To use a Philadelphia case story appearing in a national public broadcast documentary to engage and educate communities on green storm water infrastructure and to develop an evaluation that the measures impact on the Delaware River watershed

Philadelphia Outward Bound Center PC $82,500 00 3250 West Sedgeley Drive East Fairmount Park Philadelphia, PA 19130-9942 Toward building the watershed constituency base through outreach, education, and programs that promote the use and stewardship of the Circuit, the Greater Philadelphia regional trail network

Pinelands Preservation Alliance, Inc. PC $82,500 00 Bishop Farmstead 17 Pemberton Road Southampton, NJ 08088 For development and implementation of a rigorous analysis of the hydrologic health of the Kirkwood-Cohansey Aquifer in New Jersey using a tool developed by the US Geological Survey

Rails to Trails Conservancy PC $220,000.00 The Duke Ellington Building 2121 Ward Court, NW Washington, DC 20037 To build support for completion and use of the regional trail network, in collaboration with the Circuit Coalition, through targeted communications, outreach, programs, and data collection and analysis

Schuylkill River Development Corporation PC $82,500.00 129 Sourth 30th Street, Unit B

Page 45 of 49 Statement D . •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia, PA 19104 Toward technical assistance, outreach to new partners and development of a replicable series of innovative projects designed to increase use and engagement on the Circuit.

Schuylkill River Greenway Association PC $117,538 00 140 College Drive Pottstown, PA 19464 To secure rights-of-way for priority segments of the Schuylkill River Trail, and to develop and implement river- and trail-related programs to increase watershed stewardship

Sierra Club Foundation PC $250,000.00 85 2nd Street San Francisco, CA 94105 Research, organizing, education, advocacy, and possible legal intervention to prevent or limit shale gas development from degrading watershed forest cover and water quality by preserving forest cover on public lands and improving regulatory safeguards.

Temple University PC $ 82,500.00 Center for Sustainable Communities 580 Meetinghouse Road Ambler, PA 19002 Toward research into applied green infrastructure technologies and outreach to storm water managers in Philadelphia and upstream communities within the Delaware Basin

Tri-State Transportation Campaign, Inc. PC $165,000.00 350 West 31st Street New York, NY 10001 Toward coalition building, outreach, and technical assistance to advance implementation of priority projects in The Circuit, Greater Philadelphia's regional trail network.

Trout Unlimited PC $165,000 00 1300 North 17th Street Suite 500 Arlington, VA 22209 Toward educating, organizing, and

Page 46 of 49 Statement D • •

WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid mobilizing sportsmen and women to protect fish and wildlife habitat in regional watersheds from the impacts of shale gas development and other critical coldwater conservation issues

Trust for Public Land PC $198,000 00 20 Community Place, Suite 7 Morristown, NJ 07960 Advance public funding programs to permanently protect priority watershed lands in Pennsylvania and New Jersey

Villanova University PC $82,500.00 800 Lancaster Avenue Villanova, PA 19085 Toward research into applied green infrastructure technologies and outreach to storm water managers in Philadelphia and upstream communities within the Delaware Basin.

WHYY, Inc. PC $128,000.00 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 Toward building an informed constituency for watershed protection through targeted reporting and programming focused on fiscal and environmental impacts to regional watersheds.

Wildlands Conservancy, Inc. PC $64,500 00 3701 Orchid Place Emmaus, PA 18049-1637 To develop a targeted sub-watershed implementation plan for the Upper Lehigh.

YMCA of Burlington and Camden Counties PC $55,000 00 59 Centerton Road Mt. Laurel, NJ 08054 Toward building the watershed constituency base through expansion of a cycling program on The Circuit for Camden youth to encourage exploration of trails, green ways, and rivers, and to build an environmental ethic.

Central Philadelphia Development Corporation PC $3,500 Public Ledger Building

Page 47 of 49 Statement D WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid 660 Chestnut Street Philadelphia, PA 19106

City Parks Alliance PC $2,000 The Duke Ellington Building 2121 Ward Court, NW 5th Floor Washington, DC 20037

Council of New Jersey Grantmakers PC $15,500 101 W State St Trenton, NJ 08608

Council on Foundations PC $44,500 2121 Crystal Drive, Suite 700 Arlington, VA 22202

Delaware Valley Grantmakers PC $27,000 230 S Broad St, Ste 402 Philadelphia, PA 19102

Environmental Grantmakers Association PC $18,026 475 Riverside Dr Rm 900 New York, NY 10115

Free Library of Philadelphia - Regional Fdn Center PC $12,000 1901 Vine Street, 2nd Floor Philadelphia, PA 19103-1189

Funders Network for Smart Growth PC $29,500 1500 San Remo Avenue, Suite 249 Coral Gables, FL 33146

Grantmakers for Education PC $7,500 720 SW Washington St, Ste 605 Portland, OR 97205

Grantmakers for Effective Organizations PC $11,690 1725 DeSales Street, NW, Suite 404 Washington, DC 20036

Page 48 of 49 Statement D WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Name, Add ress and Purpose of Grant or Contribution of Recipient Amount Paid

Media Impact Funders (formerly GFEM ) PC $9,500 200 W Washington Square Philadelphia, PA 19106

Grantmakers in the Arts PC $24,500 4055 21st Ave W Ste 100 Seattle, WA 98199

Grants Managers Network PC $4,500 1666 K Street, NW, Suite 440 Washington, DC 20006

Guidestar USA PC $49,500 4801 Courthouse St, Ste 220 Williamsburg, VA 23188

Independent Sector PC $17,000 1602 L Street, N W , Suite 900 Washington, DC 20036

Philadelphia Social Innovations Journal/ PHMC PC $9,500 Centre Square East 1500 Market Street, Suite 1500 Philadelphia, PA 19102

Philanthropy Roundtable PC $4,500 1150 17th St NW, Ste 503 Washington, DC 20036

Technology Affinity Group PC $1,000 23 Briar Rd Wayne, PA 19087

Subtotal $78,821,512 Small & Matching Gifts (see Statement D-1) $1,277,948 Line 3a Grants and Contriutions Paid During Year: Total $80,099,460

Page 49 of 49 Statement D • •

Abington Township Public Library PC $500 1030 Old York Road Abington, PA 19001 Unrestricted gift AchieveAbility PC $5,000 21 South 61st Street Philadelphia, PA 19139 General operating support African Wildlife Foundation PC $500 1400 16th Street, N W Suite 120 Washington, DC 20036 For general operating support After School Activities Partnerships PC $500 1520 Locust Street Suite 1104 Philadelphia, PA 19102 For general operating support Alumni and Friends of Princeton University ROTC PC $250 P.O. Box 964 Princeton Junction, NJ 08550 Unrestricted gift American Civil Liberties Union Foundation PC $1,000 125 Broad Street 18th Floor New York, NY 10004 For general operating support. American National Red Cross PC $5,000 2 Maitland Street Concord, NH 03301 General support. American Society for Yad Vashem PC $1,000 500 Fifth Avenue Suite 4200 New York, NY 10110 For general operating support. AmeriCares Foundation PC $2,000 88 Hamilton Avenue Stamford, CT 06902 For general operating support Archbishop Curley High School PC $5,000 3701 Sinclair Lane Baltimore, MD 21213 For the Meyers-Mulheran-Perry Scholarship

Page 1 of 48 Statement D-1 0 i

WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Ashoka PC $500 1700 North Moore Street Suite 2000 Arlington, VA 22209 Unrestricted gift Berks Youth Chorus PC $10,000 201 Washington Street Reading, PA 19601 To provide expanded opportunities for financially disadvantaged youth to participate in the chorus Bethel Community Ambulance PC $2,500 8170 Lancaster Avenue P.0 Box 32 Bethel, PA 19507 General support for emergency services in northwest Berks County Bethel-Tulpehocken Public Library PC $5,000 8601 Lancaster Avenue Bethel, PA 19507-0316 General operating support Bishop John T Walker School for Boys PC $2,000 3640 Martin Luther King Jr Ave SE Washington, DC 20032 For General Support Boy Scouts of America - Boy Scout Troop 21 PC $2,500 United Church of Christ East Goshen 1201 North Chester Road West Chester, PA 19380 General support for Boy Scout Troop 21 Venture Crew Boy Scouts of America - Cradle of Liberty Council PC $800 1485 Valley Forge Road Wayne, PA 19087 Friends of Scouting Calcutta House PC $1,000 1601 West Girard Avenue Philadelphia, PA 19130 In honor of Dr. Stephen J Gluckman Canine Partners For Life PC $1,000 P 0 Box 170 Cochranville, PA 19330 For general operating support Cardinal O'Hara High School PC $2,500 1701 South Sproul Road Springfield, PA 19064 General operating support Carleton College PC $40,000 Gift Accounting Office One North College Street Northfield, MN 55057 Unrestricted endowment

Page 2 of 48 Statement C-1 • E

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid CeaseFire Pennsylvania Education Fund PC $2,500 1518 Walnut Street Suite 502 Philadelphia, PA 19102 General operating support Chesapeake Bay Foundation, Inc PC $500 Philip Merrill Environmental Center 6 Herndon Avenue Annapolis, MD 21403 For general operating support. Citizens for Pennsylvania's Future PC $4,500 610 North 3rd Street Harrisburg, PA 17101 General support. Civic Ventures - Encore.org PC $500 P 0 Box 29542 The Presidio of San Francisco San Francisco, CA 94129 For general support Cocheco Valley Humane Society PC $4,000 262 County Farm Road Dover, NH 03820 General support College of Physicians of Philadelphia PC $2,500 19 South 22nd Street Philadelphia, PA 19103-3097 General support Committee of Seventy PC $1,000 8 Penn Center - Suite 1002 1628 John F Kennedy Boulevard Philadelphia, PA 19103 General Support Committee of Seventy PC $5,000 8 Penn Center - Suite 1002 1628 John F Kennedy Boulevard Philadelphia, PA 19103 For general support Community Legal Services, Inc. PC $1,000 1424 Chestnut Street 4th Floor Philadelphia, PA 19102 For general operating support. Confederation Of Union Generals PC $2,500 71 Long Hill Cross Road Shelton, CT 06484 For general support.

Page 3 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid CultureWorks Greater Philadelphia PC $15,000 1315 Walnut Street Suite 320 Philadelphia, PA 19107 To support the Marketing Collaborative Curtis Institute of Music PC $10,200 1726 Locust Street Philadelphia, PA 19103 Annual Fund Dartmouth College PC $2,000 6066 Development Office Hanover, NH 03755-3555 For general operating support. Doctors Without Borders USA, Inc PC $2,500 Payment Processing Center P.O. Box 5030 Hagerstown, MD 21741 For general operating support. Doctors Without Borders USA, Inc PC $5,000 Payment Processing Center P.O. Box 5030 Hagerstown, MD 21741 General support. Dominican Fathers Province of Saint Joseph, Inc PC $750 141 East 65th St New York, NY 10021-6618 Unrestricted gift Educating Communities for Parenting PC $500 919 Walnut Street 10th Floor Philadelphia, PA 10197 For general operating support English Speaking Union of the United States PC $1,500 Philadelphia Branch 215 South 16th Street Suite 14 Philadelphia, PA 19102 General operating support Environmental Defense Fund, Inc. PC $2,500 257 Park Avenue South New York, NY 10010 For general operating support. Episcopal Academy PC $5,000 1785 Bishop White Drive Newtown Square, PA 19073 For the Meyers Family Scholarship

Page 4 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Episcopal Community Services of the Diocese of Pennsylvania SO I $3,000 225 South 3rd Street Philadelphia, PA 19106 General support Equality Pennsylvania Educational Fund PC $10,000 1211 Chestnut Street Suite 605 Philadelphia, PA 19107 General Support Fairmount Park Conservancy PC $2,500 1617 John F Kennedy Boulevard Suite 1670 Philadelphia, PA 19103 General support Foreign Policy Research Institute PC $20,000 1528 Walnut Street Suite 610 Philadelphia, PA 19102 General operating expenses Friends of Casco Bay PC $6,000 43 Slocum Drive South Portland, ME 04106 General support Friends of Glenside Library PC $1,000 215 South Keswick Avenue Glenside, PA 19038 For general operating support Friends of Morrisville Dog Park PC $3,000 P.O Box 156 Morrisville, PA 19067 General support Friends of the Wissahickon, Inc PC $1,000 8708 Germantown Avenue Philadelphia, PA 19118-2717 For general operating support Fund for American Studies PC $2,500 1706 New Hampshire Avenue, NW Washington, DC 20009 General operating support Georgetown Presbyterian Church PC $1,000 3115 P Street, N W Washington, DC 20007 For general support GESU School PC $2,500 1700 West Thompson Street Philadelphia, PA 19121 In honor of Susan Shea

Page 5 of 48 Statement D-1 •

WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid PC $5,000 Gettysburg Battlefield Preservation Association P.0 Box 4087 Gettysburg, PA 17325 $2,000 General Support of the Organization, $500 Education activities, $ 2,500 The 150th Battle Anniversary'Triage' event at the Daniel Lady Farm Greater Philadelphia Cultural Alliance PC $10,000 1315 Walnut Street Suite 732 Philadelphia, PA 19107 Support the STAMP (Students at Museums of Philadelphia) program for high school students in Philadelphia Greener Partners PC $2,500 3215 Stump Hall Road Collegeville, PA 19426 General support Habitat for Humanity International PC $2,500 322 West Lamar Street Americus, GA 31709 General support. Heifer Project International PC $500 P.0 Box 8058 Little Rock, AR 72203 For general operating support. Heritage Foundation PC $10,000 214 Massachusetts Avenue, N.E. Washington, DC 20002 For general support of the organization. Institute for Responsible Citizenship PC $2,500 1227 25th Street, NW 6th Floor Washington, DC 20037 General operating support International Group for Historic Aircraft Recovery PC $7,500 2366 Hickory Hill Road Oxford, PA 19363 For the General Support of the Organization International Group for Historic Aircraft Recovery PC $5,000 2366 Hickory Hill Road Oxford, PA 19363 General Support of the Organization Jenkins Arboretum PC $2,000 631 Berwyn Baptist Road Devon, PA 19333 General operating support

Page 6 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Krempels Center PC $5,000 100 Campus Drive Suite 24 Portsmouth, NH 03801 General support PC $500 Lackawanna Historical Society The Catlin House 232 Monroe Avenue Scranton, PA 18510 Towards the support of traditional G A.R Memorial Day Services at the veterans graves in the cemeteries in the greater Scranton PA, Area. Lackawanna Historical Society PC $2,500 The Catlin House 232 Monroe Avenue Scranton, PA 18510 Towards the support of various Civil War Sesquicentennial events in the greater Scranton area Lantern Theater Company PC $2,500 P 0 Box 53428 Philadelphia, PA 19105-3428 General operating support LaSalle University PC $2,500 School of Business 1900 West Olney Street Philadelphia, PA 19141-1199 Support of Project Teamwork Library Company of Philadelphia PC $500 1314 Locust Street Philadelphia, PA 19107 Unrestricted gift Longport Historical Society Museum and Library PC $1,500 2301 Atlantic Avenue Borough Hall Longport, NJ 08403 General operating support. Main Line School Night PC $2,500 Creutzburg Center 260 Gulph Creek Road Radnor, PA 19087 75th Anniversary support Metropolitan Museum of Art PC $500 1000 Fifth Avenue New York, NY 10028 Unrestricted gift Metropolitan Opera Guild PC $500 70 Lincoln Center Plaza New York, NY 10133 Unrestricted gift

Page 7 of 48 Statement D-1 •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid National Audubon Society - Audubon Pennsylvania PC $5,000 1201 Pawlmgs Road Audubon, PA 19403 Support its Discovery Center Natural Resources Defense Council PC $2,000 40 West 20th Street 11th Floor New York, NY 10011 For general operating support. Nature Conservancy, Inc PC $1,000 4245 North Fairfax Drive Suite 100 Arlington, VA 22203 For general operating support Neighborhood Gardens Association - A Philadelphia Land Trust PC $1,000 100 North 20th Street 5th Floor Philadelphia, PA 19103 General support New Hampshire Aviation Historical Society PC $10,000 27 Navigator Road Londonderry, NH 03053 General support New Hampshire Fish and Game NC $10,000 11 Hazen Drive Concord, NH 03301 For its Search and Rescue programs New Leash on Life PC $1,000 924 Bryn Mawr Avenue Penn Valley, PA 19072 For general operating support Ocean Conservancy PC $1,000 1300 19th Street NW 8th Floor Washington, DC 20036 For general operating support. Opera Philadelphia PC $1,500 1420 Locust Street Suite 210 Philadelphia, PA 19102 General support of operations Our Piece of the Pie PC $1,000 20-28 Sargeant Street Hartford, CT 06105 For general operating support Painted Bride Art Center PC $35,000 230 Vine Street Philadelphia, PA 19106 To support programs

Page 8 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Patient Airlift Services PC $10,000 120 Adams Boulevard Farmingdale, NY 11735 General support Pennsylvania Ballet Association PC $2,500 1819 John F Kennedy Boulevard Suite 210 Philadelphia, PA 19103 In honor of Louise Reed Pennsylvania Horticultural Society PC $5,000 100 North 20th Street 5th Floor Philadelphia, PA 19103-1495 General support Pennsylvania Hospital PC $2,500 800 Spruce Street Philadelphia, PA 19107-6192 In honor of Dr R. Michael Buckley Philabundance PC $2,500 3616 South Galloway Street Philadelphia, PA 19148 General support Philabundance PC $2,500 3616 South Galloway Street Philadelphia, PA 19148 General Support Philadelphia Camp Sons of Union Veterans of the Civil War PC $1,500 4278 Griscom Street Philadelphia, PA 19124 General operating support Philadelphia Orchestra Association PC $4,000 One South Broad Street 14th Floor Philadelphia, PA 19107 General operating expenses Philadelphia Outward Bound Center PC $5,000 3250 West Sedgeley Drive East Fairmount Park Philadelphia, PA 19130-9942 Support its Discovery Center Philadelphia Ronald McDonald House PC $2,500 3925 Chestnut Street Philadelphia, PA 19104 General support Planned Parenthood of Southeastern Pennsylvania PC $2,000 1144 Locust Street Philadelphia, PA 19107 For general operating support

Page 9 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Presbyterian Church USA - Board of Pensions PC $5,000 2000 Market Street Philadelphia, PA 19103 unrestricted gift Princeton University Class of 1969 Community Services Fund PC $7,000 P 0 Box 261 Princeton, NJ 08542 Internships in community service Project Forward Leap Foundation PC $5,000 1706 Race Street 2nd Floor Philadelphia, PA 19103 General operating support Project Home PC $20,000 1515 Fairmount Avenue Philadelphia, PA 19130 Support the Teen Program and the College Access Program Public Citizens for Children and Youth PC $5,000 1709 Benjamin Franklin Parkway 6th Floor Philadelphia, PA 19103 General support Public Citizens for Children and Youth PC $1,000 1709 Benjamin Franklin Parkway 6th Floor Philadelphia, PA 19103 For general operating support. Radnor Conservancy PC $5,000 P 0. Box 48 Wayne, PA 19087 General support Reachout and Read Greater Philadelphia PC $2,500 Karabots Pediatric Care Center 4865 Market Street, #2046 Philadelphia, PA 19139 General support. Reading Symphony Orchestra Association PC $15,000 147 North Fifth Street Reading, PA 19601 General Support Resources for Human Development, Inc PC $2,500 4700 Wissahickon Avenue Suite 126 Philadelphia, PA 19144 For Healthy News Network operating support ROCA, Inc. PC $1,000 101 Park Avenue Chelsea, MA 02150 For general operating support

Page 10 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Saint Clement's Church PC $50,000 2013 Apple Street Philadelphia, PA 19103 To support excellence in the music programs of the church Scholar Academies PC $21,000 1714 Memphis Street Suite C-8 Philadelphia, PA 19125 Charter school operations and scholarships Sierra Club Foundation PC $2,000 85 2nd Street Suite 750 San Francisco, CA 94105 For general operating support. Storm Theatre Company PC $1,000 Attn• Peter Dobbins 32 West 72nd Street, 2B New York, NY 10023 Unrestricted gift Strive DC, Inc PC $2,000 715 I Street, NE Washington, DC 20002 For general support Surrey Services for Seniors PC $2,000 28 Bridge Avenue Berwyn, PA 19312 General operating support Temple University - Institute on Disabilities PC $50,000 Howard Gittes Student Center 1755 North 13th Street, Suite 411S Philadelphia, PA 19122 To support the production of, ' A Fierce Kind of Love Trust for Public Land PC $2,000 20 Community Place, Suite 7 Morristown, NJ 07960 Philadelphia Parks Trust for Public Land PC $2,500 20 Community Place, Suite 7 Morristown, NJ 07960 General support. Union of Concerned Scientists PC $1,000 2 Brattle Square Suite 6 Cambridge, MA 02138-3780 For general operating support Urbanpromise Ministries, Inc PC $50,000 P.O Box 1479 Camden, NJ 08105 General support.

Page 11 of 48 Statement D-1 • •

Visiting Nurse Association of Greater Philadelphia PC $2,500 Falls Center 3300 Henry Avenue 5th Floor Philadelphia, PA 19129 General support Visiting Nurse Association of Greater Philadelphia PC $1,000 Falls Center 3300 Henry Avenue 5th Floor Philadelphia, PA 19129 General support Vox Ama Deus PC $2,500 P 0 Box 203 Gladwyne, PA 19035 General operating support Wesleyan University PC $5,000 318 High Street Middletown, CT 06459 Unrestricted endowment West Philadelphia Alliance for Children PC $20,000 3603 Hamilton Street Philadelphia, PA 19104 To open a run one library for a year ($13,500) and to support the classroom literacy program at one school ($6,500)

WHYY, Inc. PC $5,000 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 General Operating Support WHYY, Inc PC $1,000 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 For general operating support Wings for Kids PC $2,500 476 Meeting Street Suite E Charleston, SC 29403 For general operating support. WITF, Inc. PC $2,500 4801 Lindle Road Harrisburg, PA 17111 General Operating Support

Page 12 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid World Wildlife Fund, Inc PC $250 1250 24th Street, N W Washington, DC 20037 For general operating support. Youth Communication PC $250 224 West 29th Street 2nd Floor New York, NY 10001 For general operating support. Zoological Society of Philadelphia PC $1,000 3400 West Girard Avenue Philadelphia, PA 19104-1196 In honor of Jay H Calvert, Jr Abington Health Foundation PC $700 1200 Old York Road Abington, PA 19001-9989 Previous Contribution- 1/3/2012 Abington Health Foundation PC $700 1200 Old York Road Abington, PA 19001-9989

Achievement Center PC $100 2420 West 23rd Street P 0 Box 1506 Erie, PA 16506 Memorial Gift for Diana Bohl Alpha Phi Alpha Foundation of Manasota, Inc PC $200 7282 55th Avenue E PMG 188 Bradenton, FL 34203 General Support Alumni and Friends of Princeton University ROTC PC $250 P 0 Box 964 Princeton Junction, NJ 08550 General Support PC $70 Alzheimer' s Disease and Related Disorders Association 399 Market Street Suite 102 Philadelphia, PA 19106 Online Contribution - 04/18/2013 For Clubedventures team QUASH donation

Ambler Theater, Inc PC $80 108 East Butler Avenue P 0 Box 676 Ambler, PA 19002

Page 13 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid American Cancer Society PC $70 30 Speen Street Framingham, MA 01701 For Bike-a-thon -Tracey McVeigh Online Contribution - 06/25/2013 American Cancer Society PC $70 30 Speen Street Framingham, MA 01701 For Bike-a-thon - Amanda West Online Contribution - 06/25/2013 American Cancer Society PC $70 30 Speen Street Framingham, MA 01701 For Bike-a -thon - Jeri West Online Contribution - 06/25/2013 American Cancer Society PC $2,000 30 Speen Street Framingham, MA 01701 In Memory of Mrs Mehrer American Cancer Society PC $120 Payment Processing Center P 0 Box 22718 Oklahoma City, OK 73123-1718

American Friends of Hebrew University PC $72 P 0 Box 2035 New York City, NY 10021-0051 Support for Hebrew University (Jerusalem) American Littoral Society PC $300 18 Hartshorne Drive, Suite 1 Highlands, NJ 07732 Online Contribution - 12/18/2013 American National Red Cross - Southeastern Pennsylvania Chapter PC $1,000 2221 Chestnut Street Philadelphia, PA 19103 In Memory of Jane Diverty MacFarland American National Red Cross - Southeastern Pennsylvania Chapter PC $200 2221 Chestnut Street Philadelphia, PA 19103 Online Contribution - 05/21/2013 American Philosophical Society PC $200 104 South 5th Street Philadelphia , PA 19106-3387 Charitable Contribution Anonymous Bodies PC $50 1113 East Montgomery Avenue Philadelphia, PA 19125 Online Contribution - 02/07/2013

Page 14 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Archbishop Curley High School PC $5,000 3701 Sinclair Lane Baltimore, MD 21213 Meyers-Mulheran-Perry Scholarship Archbishop Curley High School PC $1,000 3701 Sinclair Lane Baltimore, MD 21213 Annual Fund Arden Theatre Company PC $6,000 40 North 2nd Street Philadelphia, PA 19106 Previous Contribution - 02/08/2013 Athenaeum of Philadelphia PC $300 219 South 6th Street East Washington Square Philadelphia, PA 19106-3794

Attic Youth Center PC $1,000 255 South 16th Street Philadelphia, PA 19102 General Support Awbury Arboretum Association, Inc PC $200 The Francis Cope House 1 Awbury Road Philadelphia, PA 19138-1505 Year-End Contribution Online Contribution - 12/02/2013 PC Back On My Feet $60 Land Title Building 100 S Broad Street Suite 1400 Philadelphia, PA 19110 For Kyle Jakubowki's Run Online Contribution - 07/12/2013 BalletX PC $1,500 265 South Broad Street Philadelphia, PA 19107-5659 Online Contribution - 05/15/2013 BalletX PC $190 265 South Broad Street Philadelphia, PA 19107-5659 in honor of Brent Thompson BalletX PC $120 265 South Broad Street Philadelphia, PA 19107-5659

Page 15 of 48 Statement D-1 •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Barnes Foundation PC $160 2025 Benjamin Franklin Parkway Philadelphia, PA 19130 Online Contribution - 06/07/2013 Barnes Foundation PC $2,000 2025 Benjamin Franklin Parkway Philadelphia, PA 19130 General Support Barnes Foundation PC $450 2025 Benjamin Franklin Parkway Philadelphia, PA 19130 Previous Contribution - 05/15/2012 Barnes Foundation PC $198 2025 Benjamin Franklin Parkway Philadelphia, PA 19130 Online Contribution - 03/22/2013 Barnes Foundation PC $180 2025 Benjamin Franklin Parkway Philadelphia, PA 19130

Barnes Foundation PC $400 2025 Benjamin Franklin Parkway Philadelphia, PA 19130 Previous Contribution - 06/17/2013 Bicycle Coalition of Greater Philadelphia PC $200 1500 Walnut Street Suite 1107 Philadelphia, PA 19102 Online Contribution - 07/23/2013 Blair Academy PC $600 P 0. Box 600 Blairstown, NJ 07825

Boy Scouts of America - Cradle of Liberty Council PC $1,740 1485 Valley Forge Road Wayne, PA 19087 Online Contribution - 10/27/2013 Breaking Ground PC $200 104 Neal Street Portland, ME 04102 In tribute to Lindsay and Sheaf On est ensemble! Breaking Ground PC $200 104 Neal Street Portland, ME 04102

Breakthrough of Greater Philadelphia PC $400 34 West Coulter Street Philadelphia, PA 19144

Page 16 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Bryn Mawr Presbyterian Church PC $36,000 625 Montgomery Avenue Bryn Mawr, PA 19010 contributions in 2013 Calvary Chapel Chester Springs PC $20,160 P 0 Box 595 Eagle, PA 19480

Calvary Presbyterian Church PC $5,200 217 Fernbrook Avenue Wyncote, PA 19095 First sheet has $1,000 from first half of year, second has $1,600 from second half Previous Contribution - 01/01/2013 Caring Bridge PC $50 P.O. Box 6032 Albert Lea, MN 56007

Carleton College PC $10,000 Gift Accounting Office One North College Street Northfield, MN 55057 Unrestricted Endowment Cathedral Soup Kitchen PC $300 1514 Federal Street Camden, NJ 08105 Online Contribution - 12/18/2013 Center for Effective Philanthropy PC $5,000 675 Massachusetts Avenue 7th Floor Cambridge, MA 02139 Previous Contribution - 02/08/2013 Center in the Park, Inc. PC $2,000 5818 Germantown Avenue Philadelphia, PA 19144-2187 Previous Contribution 1/4/12 Center in the Park, Inc PC $2,000 5818 Germantown Avenue Philadelphia, PA 19144-2187 General Operating Support Center in the Park, Inc PC $50 5818 Germantown Avenue Philadelphia, PA 19144-2187 Gospel Concert Center School PC $180 2450 Hamilton Avenue Abington, PA 19001 Previous Contribution - 03/11/2013 Fundraiser

Page 17 of 48 Statement D-1 • •

Chestnut Hill Health Care Foundation 50 1 $200 6 East Willow Grove Avenue Philadelphia, PA 19118 Donation Children of Uganda PC $1,008 P.O Box 659 Charles Town, WV 25414 For General Support Children's Tumor Foundation PC $500 95 Pine Street 16th Floor New York, NY 10005

Church World Service, Inc. PC $200 P.0 Box 968 28606 Phillips Street Elkhart, IN 46515

Committee of Seventy PC $2,000 8 Penn Center - Suite 1002 1628 John F Kennedy Boulevard Philadelphia, PA 19103 Previous Donation 2/22/12 Congreso de Latinos Unidos, Inc. PC $2,000 216 West Somerset Street Philadelphia, PA 19133 Previous Contribution - 02/08/2013 Connecticut College PC $10,000 270 Mohegan Avenue New London, CT 06320 General Operating Expenses Conservation International Foundation PC $100 2011 Crystal Drive, Suite 500 Arlington, VA 22202

Cornell University Foundation - Cornell Lab of Ornithology SO I $200 Membership Department P.O.Box 11 Ithaca, NY 14851

Cranbury Fire Company PC $200 2 South Main Street Cranbury, NJ 08512 General Support

Page 18 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Cranbury First Aid Squad, Inc PC $200 68 Maplewood Avenue Cranbury, NJ 08512 General Support Curtis Institute of Music PC $10,200 1726 Locust Street Philadelphia, PA 19103 Annual Fund Dartmouth College PC $500 6066 Development Office Hanover, NH 03755-3555 Highest Priorities Defenders of Wildlife PC $100 1130 17th Street Washington, DC 20036 Online Contribution - 06/18/2013 Delaware Valley Torah Institute PC $30,000 31 North Maple Avenue Cherry Hill, NJ 08002 Charitable Contribution DePaul Promise, Inc PC $3,100 44 West Logan Street Philadelphia, PA 19144 Scholarship Fund Previous Contribution - 10/31/2012 Doctors Without Borders USA, Inc PC $120 Payment Processing Center P 0 Box 5030 Hagerstown, MD 21741

Doctors Without Borders USA, Inc PC $100 Payment Processing Center P.O. Box 5030 Hagerstown, MD 21741 Online Contribution - 11/13/2013 Doctors Without Borders USA, Inc. PC $100 Payment Processing Center P 0 Box 5030 Hagerstown, MD 21741 online contribution of 11/20/13 Doctors Without Borders USA, Inc PC $60 Payment Processing Center P 0 Box 5030 Hagerstown, MD 21741

Doe Fund - Ready Willing and Able PC $500 1211 Bainbridge Philadelphia, PA 19147 General Support

Page 19 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Domestic Violence Center of Chester County, Inc. PC $200 P 0 Box 832 West Chester, PA 19381 Online Contribution - 11/21/2013 Eastern University PC $3,000 1300 Eagle Road St Davids, PA 19087-3696 Friends of the Library- Rich Merriman and John Crosby

English Speaking Union of the United States PC $150 Philadelphia Branch 215 South 16th Street Suite 14 Philadelphia, PA 19102 For general support of the organization Episcopal Academy PC $5,000 1785 Bishop White Drive Newtown Square, PA 19073 Meyers Family Scholarship Exeter Area Charitable Foundation PC $10,000 P 0 Box 278 Exeter, NH 03833 Festival of Trees - Chamber Children's Fund Fairmount Park Conservancy PC $100 1617 John F Kennedy Boulevard Suite 1670 Philadelphia, PA 19103 Online Contribution - 11/20/2013 Fairmount Park Conservancy PC $5,000 1617 John F Kennedy Boulevard Suite 1670 Philadelphia, PA 19103

FCNL Education Fund PC $10,560 245 Second Street, N E Washington, DC 20002-5795 Capital Campaign Feeding America PC $334 35 East Wacker Drive Suite 2000 Chicago, IL 60601

First Baptist Church PC $1,600 237 North Main Street Suffolk, VA 23434 Charitable Contribution First Baptist Church PC $1,600 237 North Main Street Suffolk, VA 23434 General Church Fund

Page 20 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid First Baptist Church PC $5,000 237 North Main Street Suffolk, VA 23434 For Building Fund First Baptist Church PC $1,600 237 North Main Street Suffolk, VA 23434 General Church Fund First Baptist Church at the Villages PC $3,000 16985 SE 79th Clearview Avenue The Villages, FL 32162 Building Fund First Presbyterian Church of Cranbury New Jersey PC $1,500 22 South Main Street Cranbury, NJ 08512 General Support First Presbyterian Church of Cranbury New Jersey PC $500 22 South Main Street Cranbury, NJ 08512 General Support First Presbyterian Church of Haddonfield PC $670 20 Kings Highway, East Haddonfield, NJ 08033 Online Contribution - 12/18/2013 PC $200 First Presbyterian Church of Haddonfield 20 Kings Highway, East Haddonfield, NJ 08033 Summer 2013 Mission Trip- per letter from Paul Hurd, who is participating Online Contribution - 07/23/2013 First United Methodist Church of Germantown PC $40 6001 Germantown Avenue Philadelphia, PA 19144 Scout Troop 1719 First United Methodist Church of Germantown PC $50 6001 Germantown Avenue Philadelphia, PA 19144 Memorial Gift-Previous Contribution - 05/09/2013 First United Methodist Church of Germantown PC $20 6001 Germantown Avenue Philadelphia, PA 19144 Communion Offering-Previous Contribution - 05/09/2013 First United Methodist Church of Germantown PC $14,300 6001 Germantown Avenue Philadelphia, PA 19144 Annual and Christmas Offering

Page 21 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid First United Methodist Church of Germantown PC $120 6001 Germantown Avenue Philadelphia, PA 19144 Previous Contribution - 07/16/2013 First United Methodist Church of Germantown PC $20 6001 Germantown Avenue Philadelphia, PA 19144 Previous Contribution - 07/14/2013 First United Methodist Church of Germantown PC $20 6001 Germantown Avenue Philadelphia, PA 19144 Previous Contribution - 08/04/2013 Communion First United Methodist Church of Germantown PC $70 6001 Germantown Avenue Philadelphia, PA 19144 Connect Project- Previous Contribution - 01/27/2013 First United Methodist Church of Germantown PC $20 6001 Germantown Avenue Philadelphia, PA 19144 Communion Offering - Previous Contribution - 02/13/2013 First United Methodist Church of Germantown PC $100 6001 Germantown Avenue Philadelphia, PA 19144 United Methodist Women First United Methodist Church of Germantown PC $300 6001 Germantown Avenue Philadelphia, PA 19144 Easter Offering First United Methodist Church of Germantown PC $100 6001 Germantown Avenue Philadelphia, PA 19144 Carrillon Concerts First United Methodist Church of Germantown PC $200 6001 Germantown Avenue Philadelphia, PA 19144

First United Methodist Church of Germantown PC $50 6001 Germantown Avenue Philadelphia, PA 19144 Boy Scouts First United Methodist Church of Germantown PC $300 6001 Germantown Avenue Philadelphia, PA 19144 Support Fondwa, Haiti Florida West Coast Public Broadcasting PC $200 1300 North Boulevard Tampa, FL 33607 Charitable Contribution

Page 22 of 48 Statement D-1 •

Food Trust PC $40 One Penn Center, Suite 900 1617 John F. Kennedy Boulevard Philadelphia, PA 19103 Previous Contribution - 07/20/2013 Foreign Policy Research Institute PC $15,000 1528 Walnut Street Suite 610 Philadelphia, PA 19102 Previous Reocurring Contribution Foundation for Enhancing Communities PC $300 200 North Third Street P 0 Box 678 Harrisburg, PA 17108 To Support Distinguished Daughters of PA Free Library of Philadelphia Foundation PC $3,000 1901 Vine Street Philadelphia, PA 19103-1189 Online Contribution - 07/10/2013 Free Library of Philadelphia Foundation PC $100 1901 Vine Street Philadelphia, PA 19103-1189 Online Contribution - 06/19/2013 Free Library of Philadelphia Foundation PC $480 1901 Vine Street Philadelphia, PA 19103-1189

Free Library of Philadelphia Foundation PC $300 1901 Vine Street Philadelphia, PA 19103-1189 Support of library services in Philadelphia Friends of Louis Kahn Park PC $200 P 0 Box 1830 Philadelphia, PA 19105 General Support Friends of Louis Kahn Park PC $200 P 0 Box 1830 Philadelphia, PA 19105

Friends of North Sarasota Public Library PC $700 2701 Newtown Estates Boulevard Sarasota, Florida 34234 Matching Gift - Charitable Contribution

Page 23 of 48 Statement D-1 • •

George Washington University PC $200 Center for Civic Engagement and Public Service 800 21st Street, NW Marvin Center, Suite 505 Washington, DC 20052 ASB Alabama Georgetown Presbyterian Church PC $1,000 3115 P Street, N.W. Washington, DC 20007 For General Support Germantown Friends School PC $100 31 West Coulter Street Philadelphia, PA 19144

Germantown Friends School PC $800 31 West Coulter Street Philadelphia, PA 19144 Community Scholars Program Germantown Friends School PC $6,000 31 West Coulter Street Philadelphia, PA 19144 General Support Gettysburg Battlefield Preservation Association PC $70 P 0 Box 4087 Gettysburg, PA 17325

Girl Scouts of Eastern Pennsylvania PC $500 P 0 Box 309 Lafayette Hill, PA 19444-0309 Online Contribution - 10/27/2013 Girls Rock Philly PC $100 1867 Frankford Avenue Philadelphia, PA 19125 Online Contribution - 12/02/2013 Greater Glenside Patriotic Association PC $50 P 0 Box 72 Jenkintown, PA 19038 Glenside July 4th Event PC $10,000 Greater Haverhill Chamber of Commerce Community Arts and Education 80 Merrimack Street Haverhill, MA 01830 General support

Page 24 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Greater Philadelphia Cultural Alliance PC $2,000 1315 Walnut Street Suite 732 Philadelphia, PA 19107 Online Contribution - 07/10/2013 Greene Street Friends School PC $100 5511 Greene Street Philadelphia, PA 19144 Symonette Memorial Gift- Previous Contribution - 02/23/2013 Greenpeace Fund, Inc. PC $100 702 H Street, NW Suite 300 Washington, DC 20001 Online Contribution - 07/15/2013 Greensgrow Philadelphia Project PC $800 2503 East Firth Street Philadelphia, PA 19125 Year End Contribution- Online Contribution - 11/30/2013 Guidestar USA PC $500 4801 Courthouse Street Suite 220 Williamsburg, VA 23188 Online Contribution - 12/17/2013 Habitat for Humanity International PC $100 322 West Lamar Street Americus, GA 31709 Online Contribution - 11/27/2013 Haddonfield Friends of the Library PC $80 60 Haddon Avenue Haddonfield, NJ 08033

Haddonfield Monthly Meeting of the Religious Society of Friends PC $800 45 Friends Ave Haddonfield, NJ 08033 A donation from the Lahr-Vivaz and Thompson Family Harris Stowe State College - Alumni Association PC $6,668 Historic Book Fund P.O. Box 775484 St Louis, MO 63177 Historic Book Fund Harvard University - Harvard Business School PC $10,000 Soldiers Field Boston, MA 02163 General operating expenses

Page 25 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Harvard University - John F Kennedy School of Government PC $500 79 JFK Street Cambridge, MA 02138-5800 Unrestricted Harvard University - John F Kennedy School of Government PC $100 79 JFK Street Cambridge, MA 02138-5800 Online Contribution - 12/18/2013 Haverhill Historical Society PC $10,000 240 Water Street Haverhill, MA 01830 Costs for a new furnace Hearts Without Boundaries PC $200 744 Redondo Avenue Long Beach, CA 90804 Charitable Contribution Helen Kate Furness Free Library PC $100 100 North Providence Road Wallingford, PA 19086 General Support Hiway Theatre PC $130 212 Old York Road Jenkintown, PA 19046 Online Contribution - 10/02/2013 Holy Family Regional Catholic School PC $350 2447 Trenton Road Levittown, PA 19056-1486 Holy Family Fund Burgundy & Gray Club Idiopathic Ridiculopathy Consortium PC $200 833 Kimball Street Philadelphia, PA 19147 Online Contribution - 09/19/2013 Immaculate Conception Church PC $1,580 602 West Avenue Jenkintown, PA 19046 Previous Contribution - 04/07/2013 Impact Network PC $500 P 0 Box 231301 New York, NY 10023 Building schools in rural Zambia - Online Contribution - 12/11/2013 In Our Backyards, Inc PC $50 540 President Street 3rd Floor Brooklyn, NY 11215 online contribution of 12/31/12 Innabah Camp and Retreat Center PC $50 712 Pughtown Road Spring City, PA 19415 In honor of Lacy McIntyre

Page 26 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Interfaith Hospitality Network of the Main Line PC $2,000 1449 DeKalb Street Norristown, PA 19401 2013 Annual Fundraiser, Opening Hearts Opening Doors International Group for Historic Aircraft Recovery PC $110 2366 Hickory Hill Road Oxford, PA 19363 General Support of the organization International Snow Leopard Trust PC $60 4649 Sunnyside Avenue North Suite 325 Seattle, WA 98103

Investigative News Network - Public School Notebook PC $100 699 Ranstead Street, 3rd Floor Philadelphia, PA 19106

Isles, Inc PC $400 10 Wood Street Trenton, NJ 08618 General support Jarrettown United Methodist Church PC $3,000 1460 Limekiln Pike Dresher, PA 19025-1116 In memory of Dorothy Tong Jewish Federation of Greater Philadelphia PC $800 P.0 Box 95000 Philadelphia, PA 19195 Social services in Greater Philadelphia Jewish National Fund- Karen Kayemeth Lelsrael-Inc PC $360 42 East 69th Street New York, NY 10021 Online Contribution - 12/12/2013 Planting Trees in Israel Johnson House Historic Site, Inc PC $200 6306 Germantown Avenue Philadelphia, PA 19144

Juvenile Diabetes Research Foundation - North Central Connecticut/Western PC $10,000 MA Chapter 20 Batterson Park Road Third Floor Farmington, CT 06032

Juvenile Law Center PC $500 1315 Walnut Street Suite 400 Philadelphia, PA 19107 General Support

Page 27 of 48 Statement D-1 •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Juvenile Law Center PC $3,000 1315 Walnut Street Suite 400 Philadelphia, PA 19107 Previous Contribution - 02/08/2013 La Comunidad Hispana, Inc PC $120 731 West Cypress Street Kennett Square, PA 19348

Lafayette College PC $5,000 307 Markle Hall Easton, PA 18042 To Friends of Skillman Library Online Contribution - 12/01/2013 Lafayette College PC $1,500 307 Markle Hall Easton, PA 18042

Lake George Music Festival PC $400 7 Stone Pine Lane Queensbury, NY 12804-9067 For support of the festival - Previous Contribution - 02/01/2013 LearnServe International PC $300 P.O. Box 6203 Washington, DC 20015 End of year contribution Online Contribution - 11/30/2013

Legacy Youth Tennis and Education PC $200 4842 Ridge Avenue Philadelphia, PA 19129-1739

Legal Clinic for the Disabled PC $100 1513 Race Street Philadelphia, PA 19102 General Operating Support Library Company of Philadelphia PC $400 1314 Locust Street Philadelphia, PA 19107 Online Contribution - 10/30/2013 Links Foundation, Phoenix Chapter PC $200 P 0 Box 67237 Phoenix, AZ 85082 Memorial gift in honor of Barbara Watson Riley Links, Inc - Bradenton/Sarasota PC $150 P 0 Box 50941 Sarasota, FL 34232 Charitable Contribution

Page 28 of 48 Statement D-1 • •

Longport Historical Society Museum and Library PC $50 2301 Atlantic Avenue Borough Hall Longport, NJ 08403 Annual Dues Make A Wish Foundation of America PC $20 100 W Clarendon, 2200 Phoenix, AZ 85013 Online Contribution - 10/09/2013 Manhattanville College PC $500 2900 Purchase Street Purchase, NY 10577 Online Contribution - 10/27/2013 Scholarships Manna on Main Street PC $100 713 W Main Street P 0 Box 763 Lansdale, PA 19446 Gift of Honor MEC Leukemia Survivorship Foundation PC $180 23 Revere Street Trevose, PA 19053 Cash Donation For MEC Leukemia Run Media Impact Funders PC $15,300 200 West Washington Square Suite 220 Philadelphia, PA 19106 General Support Melrose B'nai Israel Emanu-El PC $72 8339 Old York Road Elkins Park, PA 19027-1515 Religious services Memorial Sloan-Kettering Cancer Center PC $1,000 1275 York Avenue New York, NY 10065 Online Contribution - 10/21/2013 Pettrone for Fred's Team Memorial Sloan- Kettering Cancer Center PC $100 1275 York Avenue New York, NY 10065 Cycle For Survival- In Support of Marisa Morgan - Online Contribution - 02/05/2013

Page 29 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid PC $300 Mercer County Community College Foundation - WWFM Classical Network 1200 Old Trenton Rd West Windsor, NJ 08550 Previous Contribution - 11/30/2012 PC $300 Mercer County Community College Foundation - WWFM Classical Network 1200 Old Trenton Rd West Windsor, NJ 08550 Previous Contribution 3/11/13 PC $120 Mercer County Community College Foundation - WWFM Classical Network 1200 Old Trenton Rd West Windsor, NJ 08550 Online Contribution - 10/27/2013 PC $500 Mercer County Community College Foundation - WWFM Classical Network 1200 Old Trenton Rd West Windsor, NJ 08550 General Support Methodist Federation for Social Action PC $100 4 Seammell Drive Yardley, PA 19067

PC $210 Metropolitan Aids Neighborhood Nutrition Alliance P.0 Box 30181 Philadelphia, PA 19103 Fair market values of 25 pies is $10, so contribution for each (of 7) is $15 Metropolitan Opera PC $250 Lincoln Center New York, NY 10023 Online Contribution - 06/25/2013 Middle States Tennis Patrons Foundation PC $200 1288 Valley Forge Road, Suite 74 P.0 Box 987 Valley Forge, PA 19482

Montgomery County SPCA PC $1,500 19 East Ridge Pike P 0 Box 222 Conshohocken, PA 19428 Previous Contribution - 10/27/2013 Moore College of Art and Design PC $200 20th Street and The Parkway Philadelphia, PA 19103-1179 Previous Contribution - 05/22/2012

Page 30 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Mount Carmel Baptist Church PC $400 5732 Race Street Philadelphia, PA 19139 D W. Hoggard Scholarship Guild' PC $70 Multiple Sclerosis Foundation, Inc. 6520 North Andrews Avenue For Lauderdale, FL 33309 Tyler State Park Walk - Team Ann's Clan - online contribution 2/17/13 NAACP Legal Defense and Education Fund PC $100 99 Hudson Street Suite 1600 New York, NY 10013 Charitable Contribution NAACP Special Contribution Fund PC $100 4805 Mount Hope Drive Baltimore, MD 21215 Charitable Contribution National Alliance on Mental Illness of Massachusetts PC $10,000 43 Glouster Ave Gloucester, MA 01930 General support National Audubon Society PC $260 225 Varick Street 7th Floor New York, NY 10014 Online Contribution - 11/05/2013 National Audubon Society PC $100 225 Varick Street 7th Floor New York, NY 10014 Online Contribution - 11/20/2013 National Multiple Sclerosis Society - Greater Delaware Valley Chapter PC $400 30 South 17th Street Suite 800 Philadelphia, PA 19147 Multiple Sclerosis Walk 5/5/13 National Multiple Sclerosis Society - Greater Delaware Valley Chapter PC $70 30 South 17th Street Suite 800 Philadelphia, PA 19147 Online Contribution - 04/23/2013 National Multiple Sclerosis Society - Greater Delaware Valley Chapter PC $70 30 South 17th Street Suite 800 Philadelphia, PA 19147 Online Contribution - 04/24/2013

Page 31 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION ^ EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution ^ of Recipient Amount Paid National Parks Conservation Association PC $400 777 6th Street, NW Suite 700 Washington, DC 20001 Online Contribution - 10/27/2013 National Parks Conservation Association PC $70 777 6th Street, NW Suite 700 Washington, DC 20001 Online Contribution - 12/17/2013 National Trust for Historic Preservation PC $70 1785 Massachusetts Avenue, NW Washington, DC 20036 Online Contribution - 10/27/2013 National Trust for Historic Preservation PC $420 1785 Massachusetts Avenue, NW Washington, DC 20036 General Support National Wildlife Federation PC $200 11100 Wildlife Center Drive Reston, VA 20190 Online Contribution - 10/27/2013 National Wildlife Federation PC $100 11100 Wildlife Center Drive Reston, VA 20190 Online Contribution - 11/27/2013 Natural Lands Trust, Inc PC $100 Hildacy Farm 1031 Palmers Mill Road Media, PA 19063

Natural Lands Trust, Inc. PC $100 Hildacy Farm 1031 Palmers Mill Road Media, PA 19063 Online Contribution - 06/14/2013 Natural Resources Defense Council PC $100 40 West 20th Street 11th Floor New York, NY 10011

Nature Conservancy, Inc. PC $100 4245 North Fairfax Drive Suite 100 Arlington, VA 22203 Online Contribution - 12/17/2013

Page 32 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid Nature Conservancy, Inc. PC $200 4245 North Fairfax Drive Suite 100 Arlington, VA 22203 Online Contribution - 10/27/2013 Nature Conservancy, Inc (New Jersey Field Office) PC $300 200 Pottersville Road Chester, NJ 07930

Nature Conservancy, Inc (Pennsylvania Field Office) PC $500 15 East Ridge Pike Suite 100 Conshohocken, PA 19428 General Support Nature Conservancy, Inc. (Pennsylvania Field Office) PC $100 15 East Ridge Pike Suite 100 Conshohocken, PA 19428

NephCure Foundation PC $150 15 Waterloo Avenue Berwyn, PA 19312 Online Contribution - 09/11/2013 Rebecca Schulmann, Team Jackson Nether Providence Township Fire Department NC $50 214 Sykes Lane Wallingford, PA 19086

New Jersey Audubon Society PC $300 9 Hardscrabble Road Bernardsville, NJ 07924 Online Contribution - 12/18/2013 New Jersey Audubon Society PC $1,000 9 Hardscrabble Road Bernardsville, NJ 07924 General Support for Plainsboro Preserve New Jersey Conservation Foundation PC $500 Bamboo Brook 170 Longview Road Far Hills, NJ 07931 Online Contribution - 12/18/2013 New Jersey Future, Inc. PC $300 137 West Hanover Street Trenton, NJ 08618 Online Contribution - 12/18/2013

Page 33 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid New Life Temple Church of Christ PC $20 968 Amosland Road PO Box 323 Morton, PA 19070 Previous Contribution - 07/28/2013 New York Botanical Garden PC $170 2900 Southern Boulevard Bronx, NY 10458 Online Contribution - 04/23/2013 PC $334 New York Public Library - Schomburg Center for Research in Black Culture 515 Malcom X Boulevard New York, NY 10037-1801

Nichole Canuso Dance Company, Inc PC $500 913 Federal Street Philadelphia, PA 19147 Online Contribution - 03/22/2013

Nichole Canuso Dance Company, Inc. PC $1,600 913 Federal Street Philadelphia, PA 19147

Norristown Zoological Society PC $150 Elmwood Park Zoo 1661 Harding Boulevard Norristown, PA 19401 Online Contribution - 10/27/2013 Northwest Philadelphia Interfaith Hospitality Network, Inc. PC $700 7047 Germantown Avenue Philadelphia, PA 19119 Christmas contribution Opera Philadelphia PC $200 1420 Locust Street Suite 210 Philadelphia, PA 19102 Online Contribution - 04/05/2013 Opera Philadelphia PC $3,600 1420 Locust Street Suite 210 Philadelphia, PA 19102 Previous Contribution 5/11/12 Opera Philadelphia PC $20,000 1420 Locust Street Suite 210 Philadelphia, PA 19102 Online Contribution - 07/25/2013

Page 34 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Opera Philadelphia PC $3,500 1420 Locust Street Suite 210 Philadelphia, PA 19102 Online Contribution - 11/04/2013

Opportunity Finance Network PC $100 Public Ledger Building 620 Chestnut Street Suite 572 Philadelphia, PA 19106 Create Jobs for USA Fund Oxfam America, Inc. PC $200 226 Causeway Street, 5th Floor Boston, MA 02114-2206

Partners In Health PC $100 888 Commonwealth Avenue 3rd Floor Boston, MA 02215 Online Contribution - 11/13/2013 Paws Crossed Rescue PC $80 2037 Chestnut Street Suite # 30472 Philadelphia, PA 19103 Online Contribution - 09/17/2013 Pewter's Medical Expenses Paws Crossed Rescue PC $100 2037 Chestnut Street Suite # 30472 Philadelphia, PA 19103

Pennsylvania Academy of the Fine Arts PC $300 128 North Broad Street Philadelphia, PA 19102-1424 Online Contribution - 06/16/2013 Pennsylvania Association for Sustainable Agriculture PC $100 P 0 Box 419 Millheim, PA 16854 Online Contribution - 11/13/2013 Pennsylvania Association for Sustainable Agriculture PC $150 P 0. Box 419 Millheim, PA 16854

Pennsylvania Environmental Council, Inc. PC $500 1315 Walnut Street Suite 532 Philadelphia, PA 19107 Online Contribution - 12/18/2013

Page 35 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION I EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Pennsylvania Environmental Council, Inc PC $260 1315 Walnut Street Suite 532 Philadelphia, PA 19107 Online Contribution - 05/16/2013 Bike Ride Fundraiser for Peter Kellepourey Pennsylvania Environmental Council, Inc PC $200 1315 Walnut Street Suite 532 Philadelphia, PA 19107 Online Contribution - 03/25/2013 Pennsylvania Horticultural Society PC $7,000 100 North 20th Street 5th Floor Philadelphia, PA 19103-1495 Previous Contribution 11/9/12 Pennsylvania Horticultural Society PC $200 100 North 20th Street 5th Floor Philadelphia, PA 19103-1495 Previous Contribution - 01/29/2013 Pennsylvania Horticultural Society PC $5,000 100 North 20th Street 5th Floor Philadelphia, PA 19103-1495 General Support Pennsylvania Hospital PC $2,000 800 Spruce Street Philadelphia, PA 19107-6192 Joan Karnell Cancer Center Pennsylvanians for Modern Courts PC $200 3 Parkway, Suite 1320 1601 Cherry Street Philadelphia, PA 19102-1321 Online Contribution - 10/25/2013 People for the Ethical Treatment of Animals PC $100 501 Front Street Norfolk, VA 23510 Online Contribution - 11/27/2013 Philabundance PC $200 3616 South Galloway Street Philadelphia, PA 19148 General Support Philabundance PC $150 3616 South Galloway Street Philadelphia, PA 19148 Nutritional support for people in need

Page 36 of 48 Statement D-1 F-1 L C]

Philabundance PC $200 3616 South Galloway Street Philadelphia, PA 19148 General Operating Support Philadelphia Chamber Music Society PC $20,000 1528 Walnut Street Suite 301 Philadelphia, PA 19102 Previous Contribution - 02/08/2013 Philadelphia Chamber Music Society PC $3,000 1528 Walnut Street Suite 301 Philadelphia, PA 19102 Online Contribution - 04/23/2013 Philadelphia Dance Company PC $334 9 North Preston Street, PHILADANCO Way Philadelphia, PA 19104 General Support Philadelphia Fringe Festival PC $110 P.0 Box 30393 Philadelphia, PA 19103

Philadelphia Fringe Festival PC $2,000 P 0 Box 30393 Philadelphia, PA 19103

Philadelphia Museum of Art PC $274 Box 7646 Philadelphia, PA 19101-7646 Online Contribution - 08/21/2013 Philadelphia Museum of Art PC $174 Box 7646 Philadelphia, PA 19101-7646 Online Contribution - 04/02/2013 Philadelphia Orchestra Association PC $200 One South Broad Street 14th Floor Philadelphia, PA 19107 Online Contribution - 04/19/2013 PC $40 Philadelphia Pickwick Club 1112 Perry Lane Collegeville, PA 19426 Previous Contribution 4/9/13 Hoping to hand deliver original and matching checks to April 26th meeting.

Page 37 of 48 Statement D-1 •

WILLIAM PENN FOUNDATION EIN 23 - 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Philadelphia Pickwick Club PC $220 1112 Perry Lane Collegeville, PA 19426 Previous Contribution 11/30/12 Philadelphia Suns PC $1,000 1018 Winter Street Philadelphia, PA 19107 annual donation - Previous Contribution - 12/04/2013 Philadelphia VIP, Inc PC $300 42 South 15th Street 4th Floor Philadelphia, PA 19102

Philadelphia Young Playwrights, Inc PC $100 1709 Benjamin Franklin Parkway Floor 2 Philadelphia, PA 19103-1208 Online Contribution - 11/06/2013 PhilaSoup PC $600 330 South Juniper Street, Apt 2C Philadelphia, PA 19107

Philly Fellows PC $150 1515 Market Street Suite 830 Philadelphia, PA 19102 Online Contribution - 06/24/2013 Phoenix Bikes PC $100 4200 South Four Mile Run Drive Arlington, VA 22206

Pinelands Preservation Alliance, Inc. PC $500 Bishop Farmstead 17 Pemberton Road Southampton, NJ 08088 Online Contribution - 12/18/2013 Pinelands Preservation Alliance, Inc PC $300 Bishop Farmstead 17 Pemberton Road Southampton, NJ 08088 General Support Pinelands Preservation Alliance, Inc. PC $270 Bishop Farmstead 17 Pemberton Road Southampton, NJ 08088 in honor of Brent Thompson

Page 38 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Planned Parenthood of Southeastern Pennsylvania PC $200 1144 Locust Street Philadelphia, PA 19107 Charitable Contribution Planned Parenthood of Southeastern Pennsylvania PC $500 1144 Locust Street Philadelphia, PA 19107 General Support Please Touch Museum PC $100 Memorial Hall in Fairmount Park 4231 Avenue of the Republic Philadelphia, PA 19131 Online Contribution - 08/02/2013 Fundraising Event Presbyterian Children's Village Foundation soil $100 452 South Roberts Road Rosemont, PA 19010 Online Contribution - 12/17/2013 Preservation Alliance for Greater Philadelphia PC $100 1608 Walnut Street Suite 1300 Philadelphia, PA 19103 Online Contribution - 07/23/2013 Princeton University PC $200 The Helm Building 330 Alexander Street Princeton, NJ 08540 Online Contribution - 04/26/2013 Princeton University Class of 1969 PC $250 2207 North Grant Avenue Wilmington, DE 19806-08543 Online Contribution - 10/27/2013 Princeton University Class of 1969 Community Services Fund PC $3,000 P.O Box 261 Princeton, NJ 08542 Online Contribution - 11/04/2013 Princeton University Class of 1969 Community Services Fund PC $1,600 P.O. Box 261 Princeton, NJ 08542 Onli ne Cont ri butio n - 11/ 12/2013 Prisoner Visitation and Support PC $100 1501 Cherry Street Philadelphia , PA 19102 Contribution honoring Eileen Gilkenson Project Home PC $50 1515 Fairmount Avenue Philadelphia, PA 19130 Year-end contribution

Page 39 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Project Home PC $500 1515 Fairmount Avenue Philadelphia, PA 19130 Services for people who are homeless Public Citizens for Children and Youth PC $334 1709 Benjamin Franklin Parkway 6th Floor Philadelphia, PA 19103 Charitable Contribution Public Media New Jersey PC $80 825 8th Avenue Floor 14 New York, NY 10019 Annual Renewal Reading Terminal Market Corporation PC $800 51 North 12th Street Philadelphia, PA 19107 Previous Contribution - 03/08/2013 PC $200 Resources for Human Development, Inc 4700 Wissahickon Avenue Suite 126 Philadelphia, PA 19144 For the Women's Medical Fund--Financial assistance for low-income women in need of medical assistance--Online Contribution - 12/12/2013

Resources for Human Development, Inc. PC $400 4700 Wissahickon Avenue Suite 126 Philadelphia, PA 19144 For the Women's Medical Fund--Financial assistance for low-income women in need of medical assistance Rutgers University Foundation PC $1,000 7 College Avenue, Winants Hall New Brunswick, NJ 08901 Liberal Studies Program Saint David's Episcopal Church PC $7,000 763 South Valley Forge Road Wayne, PA 19087 $10,000 to 'Raising the Roof' and $500 credited to annual pledge. Saint Joseph's University PC $2,000 5600 City Avenue Philadelphia, PA 19131 Joseph W. Mahoney'76 Leadership Scholars Program Saint Jude Children's Research Hospital PC $200 501 St Jude Place Memphis, TN 38105 Charitable Contribution

Page 40 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Samuel S Fleisher Art Memorial, Inc PC $5,000 719 Catherine Street Philadelphia, PA 19147 Online Contribution - 04/05/2013 Sarasota County Arts Council, Inc. PC $334 1226 North Tamiami Trail Suite 300 Sarasota, FL 34236 Charitable Contribution Save the Frogs PC $60 P.0 Box 2429 Berkeley, CA 94702

Scenic Philadelphia PC $500 1315 Walnut Street Suite 1605 Philadelphia, PA 19107 General Support Scholar Academies PC $200 1714 Memphis Street Suite C-8 Philadelphia, PA 19125 Year-end contribution

Septembeard PC $100 1955 Mountain Boulevard Suite 111 Oakland, CA 94611 Online Contribution - 10/01/2013 For Nicholas Ventrola Team Settlement Music School PC $100 P 0 Box 63966 416 Queen Street Philadelphia, PA 19147

Share Our Strength, Inc - Community Wealth Ventures PC $6,000 1730 M Street, NW Suite 700 Washington, DC 20036 Previous Contribution - 02/08/2013 Sierra Club Foundation PC $100 85 2nd Street Suite 750 San Francisco , CA 94105 Online Contribution - 06/18/2013 Simpson House PC $150 150 Monument Road Suite 105 Bala Cynwyd, PA 19004 Embracing Life donation

Page 41 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name , Address and Purpose of Grant or Contribution of Recipient Amount Paid Singing City PC $100 123 South 17th Street Philadelphia, PA 19103 Birmingham Concert

Single Stop USA PC $200 1825 Park Avenue Suite 503 New York, NY 10035 Previous Contribution - 10/28/2013--match for a donation made at the Philadelphia launch event Smith Memorial Playground and Playhouse, Inc. PC $100 3504 East Reservoir Drive East Fairmount Park Philadelphia, PA 19121

Society of the Cincinnati PC $500 2118 Masschusetts Avenue, NW Wasahington, DC 20008 Match Contribution to PA Society Southern Poverty Law Center PC $334 400 Washington Avenue Montgomery, AL 36104 Charitable Contribution Special Olympics Pennsylvania, Inc. PC $100 2570 Blvd of the Generals, Inc. Suite 124 Norristown, PA 19464 Online Contribution - 10/27/2013 Springfield Township Ambulance Association PC $50 P.O. Box 142 Flourtown, PA 19031 annual contribution Sunshine Arts PC $200 41 Sunshine Road Upper Darby, PA 19082 Previous Contribution 3/15/13 Sunshine Arts PC $2,000 41 Sunshine Road Upper Darby, PA 19082

Sunshine Arts PC $200 41 Sunshine Road Upper Darby, PA 19082

Page 42 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Susan G Komen Breast Cancer Foundation, Inc PC $200 The Sheridan Building 125 South 9th Street Suite 202 Philadelphia, PA 19107 Support breast cancer research - Online Contribution - 02/11/2013 Symphony in C PC $300 P.O. Box 8610 Collingswood, NJ 08108 Online Contribution - 12/18/2013 Temple University - Charles L Blockson Collection PC $200 Sullivan Hall 1330 West Berks Street, 1st Floor Philadelphia, PA 19122 Charitable Contribution Temple University - WRTI PC $100 1509 Cecil B. Moore Avenue 063-00 Philadelphia, PA 19121 Charitable Contribution Temple University - WRTI PC $120 1509 Cecil B Moore Avenue 063-00 Philadelphia, PA 19121 Online Contribution - 10/27/2013 Temple University - WRTI PC $362 1509 Cecil B. Moore Avenue 063-00 Philadelphia, PA 19121 Online Contribution - 11/16/2013 The Joseph Fund PC $4,000 2907 Federal Street Camden, NJ 08105

The School District of Philadelphia NC $50 440 North Broad Street Philadelphia, PA 19130

Theatre Exile Company PC $200 1340 South 13th Street Philadelphia, PA 19147 Online Contribution - 06/21/2013 Thomas Jefferson Foundation PC $4,000 P O Box 316 Charlottesville, VA 22902 Monticello Cabinet Thomas Jefferson University- The Jefferson Foundation PC $1,000 925 Chestnut Street Suite 110 Philadelphia, PA 19107 Honoring Doctor Crimm and Breecker

Page 43 of 48 Statement D-1 WILLIAM PENN FOUNDATION EIN 23- 1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grantor Contribution of Recipient Amount Paid Tower Hill School PC $100 2813 West 17th Street Wilmington, DE 19806

United Methodist Church of the Redeemer PC $20 1128 Cottman Avenue Philadelphia, PA 19111 Worship-Previous Contribution - 06/02/2013 United Negro College Fund PC $200 1805 7th Street, NW Washington, DC 20001 Washington, DC 20001 Charitable Contribution University of Chicago PC $334 Graduate Fund for Social Sciences 1427 East 60th Street, Suite 120 Chicago, IL 60637

University of Delaware - Weinberg Center for Corporate Governance PC $2,000 Alfred Lerner College of Business and Economics Alfred Lerner Hall, Room 103 20 Orchard Road Newark , DE 19716 Weinberg Center for Corporate Governance University of Pennsylvania - Graduate School of Education PC $80 3700 Walnut Street Philadelphia, PA 19104-6216 General support for Penn's Grad School of Education University of Pennsylvania - Law School PC $200 3501 Sansom Street Philadelphia, PA 19104

University of Pennsylvania - Morris Arboretum PC $200 100 East Northwestern Avenue Philadelphia, PA 19118

University of Pennsylvania - Morris Arboretum PC $94 100 East Northwestern Avenue Philadelphia, PA 19118 Previous Contribution - 11/25/2013 University of Pennsylvania - Penn Fund PC $2,200 601 Franklin Building 3451 Walnut Street Philadelphia, PA 19104

Page 44 of 48 Statement D-1 9

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid University of Pennsylvania - Penn Fund PC $200 601 Franklin Building 3451 Walnut Street Philadelphia, PA 19104 Previous Donation 5/25/12 University of Pennsylvania - Penn Fund PC $1,700 601 Franklin Building 3451 Walnut Street Philadelphia, PA 19104

University of Pennsylvania - The Wharton School PC $100 344 Vance Hall 3733 Spruce Street Philadelphia, PA 19104-6360 Public Interest Loan Forgiveness Program University of Pennsylvania - WXPN-FM PC $120 3025 Walnut Street Philadelphia, PA 19104-0626

University of Pennsylvania- Penn Athletics Department PC $200 P.0 Box 70259 Philadelphia, PA 19176-9885

University of Virginia Law School Foundation PC $10,000 580 Massie Road Charlottesville, VA 22907 Class of 1973 Reunion GIft Urbanpromise Ministries, Inc. PC $50,000 P 0 Box 1479 Camden, NJ 08105

Wallingford Presbyterian Church PC $1,200 110 East Brookhaven Road Wallingford, PA 19086 Match November and December contributions Previous Contribution - 11/24/2013 Wallingford Presbyterian Church PC $200 110 East Brookhaven Road Wallingford, PA 19086 Philippines Disaster Assistance Wallingford Presbyterian Church PC $2,000 110 East Brookhaven Road Wallingford, PA 19086 Previous Contribution - 02/10/2013 Wallingford Presbyterian Church PC $3,000 110 East Brookhaven Road Wallingford, PA 19086 Match Contributions of 5/19, 6/16, 7/28, 8/4, and 9/18

Page 45 of 48 Statement D-1 . •

Wesleyan University PC $10,000 318 High Street Middletown, CT 06459 General Operating Expenses West Coast Black Theatre Troupe PC $500 1343 Main Street Suite 300B Sarasota, FL 34230-1086 Building Fund West Coast Black Theatre Troupe PC $2,000 1343 Main Street Suite 300B Sarasota, FL 34230-1086

Westmont Emergency Medical Services PC $52 120 Haddon Avenue Westmont, NJ 08108 Charitable Contribution Westtown School PC $100 975 Westtown Road West Chester, PA

WHYY, Inc PC $200 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 Online Contribution - 10/27/2013 WHYY, Inc PC $200 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 General Support WHYY, Inc. PC $200 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 General support - FM WHYY, Inc PC $62 Independence Mall West 150 North 6th Street Philadelphia, PA 19106

Page 46 of 48 Statement D-1 • •

WHYY, Inc. PC $100 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 Online Contribution - 04/06/2013 WHYY, Inc. PC $150 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 Online Contribution - 01/25/2013 Wikimedia Foundation PC $200 149 New Montgomery 3rd floor San Francisco, CA 94105 General Support Online Contribution - 12/07/2013 Wilderness Society PC $100 1615 M Street, NW Washington, DC 20006 Online Contribution - 11/20/2013 Witness to Innocence PC $400 1501 Cherry St Philadelphia, PA 19102 General Operating Woodrow Wilson National Fellowship Foundation PC $300 5 Vaughn Drive Suite 300 Princeton, NJ 08540 Online Contribution - 10/27/2013 Yale Alumni Fund PC $200 P 0 Box 803 New Haven, CT 06503-0803 General support for Yale College Yale University - Yale Law School Fund PC $2,000 P 0 Box 208341 New Haven, CT 06520 Previous Contribution - 02/08/2013 YMCA of Philadelphia & Vicinity PC $100 2000 Market Street Suite 750 Philadelphia, PA 19103 In memory of Nathaniel Washington

Page 47 of 48 Statement D-1 •

WILLIAM PENN FOUNDATION EIN 23-1503488 DIRECTOR DISCRETIONARY GIFTS AND MATCHING GIFTS 12/31/2013 Foundation Status Name, Address and Purpose of Grant or Contribution of Recipient Amount Paid Zoological Society of Philadelphia PC $194 3400 West Girard Avenue Philadelphia, PA 19104-1196 Online Contribution - 09/24/2013

Total Small & Matching Gifts $1,277,948

Page 48 of 48 Statement D-1 • •

WILLIAM PENN FOUNDATION EIN 23- 1503488 Form 990- PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments 1812 Productions, Inc. PC $150,000.00 2329 South 3rd Street Philadelphia, PA 19148 Toward implementing its strategic plan in fiscal years 2013, 2014, and 2015

Arden Theatre Company PC $220,000 00 40 North 2nd Street Philadelphia, PA 19106 Toward implementing its strategic plan in fiscal 2013, 2014, and 2015

BalletX PC $100,000 00 265 South Broad Street Philadelphia, PA 19107-5659 Toward its programming and operations in fiscal years 2013, 2014, and 2015

Christ Church Preservation Trust SO I $77,380.00 20 North American Street Philadelphia, PA 19106-4592 Toward operating the thirdfloor performance venue at Christ Church Neighborhood House

Cultural Data Project PC $250,000.00 400 Market Street Philadelphia, PA 19106 Toward supportfor the transition of the Cultural Data Project into an independent nonprofit corporation

Dance USA PC $380,526.00 1111 16th Street, NW Washington, DC 20036 Toward the work of Dance/USA Philadelphia in fiscal years 2012, 2013, & 2014

Friends of the Japanese House and Garden PC $78,000.00 5070 Parkside Avenue #2104 Philadelphia, PA 19131 Toward implementation of its strategic plan, and updating the plan in fiscal 2013.

Network for New Music PC $33,301 00 6757 Greene Street Suite 400 Philadelphia, PA 19119 Toward artistic programming and building audiences in fiscal years 2013, 2014, and 2015

Philadelphia Museum of Art PC $600,000.00 P O. Box 7646 Philadelphia, PA 19103 Toward constructing its Art Handling Facility

Page 1 of 15 Statement E • •

Print Center PC $83,333 00 1614 Latimer Street Philadelphia , PA 19103 Toward its ongoing programs and operations in fiscal years 2013, 2014, and 2015

Rutgers University Foundation PC $71,803 00 325 Cooper Street Camden, NJ 08102 To test the reliability and validity of the Quality Rating and Improvement System Assessment Tool, which is used to measure the quality level of early childhood education centers in New Jersey

Delaware Valley Association for the Education PC $23,792 00 of Young Children Suite 300 Philadelphia , PA 19103 Support development of the Philadelphia Early Learning Alliance (PELA) to make provision of high- quality early childhood programs more affordable

Philadelphia Academies, Inc. PC $712,500.00 230 South Broad Street Philadelphia, PA 19102-4104 Expansion of the evidence-based career academy model to serve 5,000 students in eight Philadelphia high schools

Philadelphia Education Fund PC $200,000.00 1709 Benjamin Franklin Parkway Philadelphia, PA 19103-1208 Preparation and retention of highly-qualified math and science teachers through the Philadelphia Teacher Residency (PTR)

Philadelphia School Partnership PC $5,251,563 00 Public Ledger Building 150 South Independence Mall West Philadelphia, PA 19106 Toward the Great Schools Fund, to invest in the creation, expansion, and maintenance of high- quality schools in Philadelphia

Page 2 of 15 Statement E • •

Turning Points for Children PC $300,000 00 415 South 15th Street Philadelphia, PA 19146 Implement and evaluate the Families and Schools Together program in 60 elementary schools in Philadelphia in order to improve parent engagement to support student learning

Philadelphia Youth Network Inc . PC $1,087,500.00 714 Market Street Philadelphia, PA 19106 Toward improving educational opportunities for at-risk students through Project U-Turn, Philadelphia's successful, multi-stakeholder dropout prevention and reengagement initiative.

United Way of Greater Philadelphia and PC $1,950,000 00 Southern New Jersey 1709 Benjamin Franklin Parkway Philadelphia, PA 19103 Implement a statewide advocacy campaign to promote the value of and need for universal pre-kindergarten in Pennsylvania

AI-Bustan Seeds of Culture (AI-Bustan ) PC $180,000 00 526 South 46th Street Philadelphia, PA 19143 Improved capacity to produce its Arab Music Concert series

American Composers Forum PC $145,000 00 522 Landmark Center 75 West 5th Street Saint Paul, MN 55102-1439 For the work of the Philadelphia Chapter in support of local composers

American University PC $114,633.00 4400 Massachusetts Avenue, N.W Washington, DC 20016-8066 For case studies documenting the progress of three performing arts institutions working to improve their capitalization and their audience building and retention

ArtPride New Jersey Foundation , Inc. PC $100,000 00 432 High Street Burlington , NJ 08016 Toward supportfor the launch and operations of the New Jersey Cultural Data Project, an online resource designed

Page 3 of 15 Statement E • •

Astral Artistic Services PC $165,000.00 230 South Broad Street Suite 300 Philadelphia, PA 19102 Professional development of emerging classical music artists through career-building opportunities

Awbury Arboretum Association , Inc. PC $150,000 00 The Francis Cope House 1 Awbury Road Philadelphia, PA 19138-1505 For a one-time investment to enhance the financial sustainability of the Arboretum through expanded earned income, a 100th Anniversary endowment campaign, and the sale of a conservation easement

John Bartram Association PC $250,000 00 54th Street and Lindbergh Boulevard Philadelphia, PA 19143 To attract and engage local community members, capitalizing on the potential increase in visitation associated with completion of Bartram's Mile Trail and Carr Garden restoration

Bristol Riverside Theater Company, Inc. PC $410,000 00 120 Radcliffe Street P 0. Box 1250 Bristol, PA 19007 Theatre productions and related costs through fiscal 2016, and pursuing a capitalization strategy to support its artistic mission.

Center for Emerging Visual Artists, Ltd. PC $220,000 00 237 South 18th Street, Suite 3A Philadelphia, PA 19103 Career-building resources for visual artists

Central Philadelphia Development Corporation PC $750,000 00 Public Ledger Building 660 Chestnut Street Philadelphia, PA 19106 Toward the construction of the first phase of the Reading Viaduct Rail Park

Clay Studio PC $280,00000 137-139 North 2nd Street Philadelphia , PA 19106

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Concerto Soloists of Philadelphia PC $350,000 00 1520 Locust Street Suite 500 Philadelphia, PA 19102 Toward an audience-building and revenue-generating initiative using new media and customer/donor management technology in fiscal 2014, 2015, and 2016

Conservation Center for Art and Historic Artifacts PC $305,250 00 264 South 23rd Street Philadelphia, PA 19103 Through its Philadelphia Stewardship Resource Center, CCAHA will help local cultural institutions meet their collections care goals.

Delaware River Waterfront Corporation PC $2,936,000 00 121 North Columbus Boulevard Philadelphia, PA 19106 Trail and park improvements designed to increase public access to the Delaware Riverfront.

Free Library of Philadelphia PC $375,000.00 1901 Vine Street Philadelphia, PA 19103-1189 Toward design for the "Common"; anew civic and community space in the Parkway Central Branch of the Free Library of Philadelphia.

Interact, Inc. PC $272,000 00 2030 Sansom Street Philadelphia, PA 19103 Strengthen its programmatic and financial position for the future as it moves past its 25th anniversary season.

Koresh Dance Company PC $390,000 00 2002 Rittehouse Square

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments Philadelphia, PA 19103 Helping improve the company's capitalization as it assumes management of a new building

KYL Dancers, Inc. PC $60,000.00 1316 South Ninth Street Philadelphia, PA 19147 Strengthening staff capacity as the company explores a viable business model

Lantern Theater Company PC $90,000 00 P 0 Box 53428 Philadelphia, PA 19105-3428 Plan and pilot redesign of Illumination program, from an arts integration residency to a model that includes both the residency and a new teacher training component

Montgomery County Community College Fdn PC $70,000.00 340 DeKalb Pike Blue Bell , PA 19422 Programming in jazz, folk, and world music genres, showcasing a diverse selection of established and emerging artists as part of College's Lively Arts series. series

New Paradise Laboratories Theatre, Inc. PC $80,000.00 P 0 Box 14037 Philadelphia, PA 19122 Expanding awareness of its work to connect with and build audiences.

Nichole Canuso Dance Company, Inc. PC $60,000.00 913 Federal Street Philadelphia, PA 19147 Premiere CoPresence, a multi-disciplinary project comprising two dancers performing simultaneously in separate cities Philadelphia/TBD), conjoined in a singled video

Opera Philadelphia PC $800,000.00 1420 Locust Street Philadelphia, PA 19102 Toward continued investment in market expansion through product development that grows audience and donor bases, and for planning for a comprehensive endowment campaign, in fiscal 2014, 2015, 2016

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WILLIAM PENN FOUNDATION EIN 23- 1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments Orchestra 2001, Incorporated PC $160,000 00 26 South 20th Street Philadelphia, PA 19103 Three seasons of local concerts, regional tours, and other artistic programming in fiscal years 2014 through 2016

Painted Bride Art Center PC $336,000 00 230 Vine Street Philadelphia, PA 19106 Undertaking strategies to improve capitalization and better engage audiences.

Pennsylvania Ballet Association PC $1,100,000.00 1819 John F Kennedy Boulevard Philadelphia, PA 19103 Toward support of a financial restructuring and new initiatives designed to grow audiences, increase contributed revenue, and diversity earned income in fiscal 2014, 2015, and 2016.

Pennsylvania Horticultural Society PC $250,000 00 100 North 20th Street Philadelphia, PA 19103-1495 Pilot projects to improve community connections to Fairmount Park, including a new link between Laurel Hill Cemetery and the Schuylkill River Trail and plans to restore the Welsh Fountain at the Please Touch Museum as a new attraction for Parkside and Man

People 's Light and Theatre Company PC $500,000 00 39 Conestoga Road Malvern , PA 19355 Strengthening new operating structure for audience growth

Philadelphia Chamber Music Society PC $296,700 00 1528 Walnut Street Philadelphia, PA 19102 Concert programs and audience development in fiscal years 2014, 2015, and 2016.

Philadelphia Fringe Festival PC $1,303,000 00 P 0 Box 30393 Philadelphia, PA 19103 Support FringeArts' transition to a sited, year-round producing and presenting organization.

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WILLIAM PENN FOUNDATION EIN 23- 1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments Philadelphia Museum of Art PC $447,000 00 Box 7646 Philadelphia, PA 19101-7646 Attract younger, more diverse audiences by extending Pay-What-You-Wish Wednesday Nights.

Philadelphia Theatre Company PC $525,000 00 230 South Broad Street Suite 1105 Philadelphia, PA 19102 Helping sustain the Philadelphia Theatre Company as it undertakes a financial turnaround plan.

Playpenn , Inc. PC $92,500.00 220 West Evergreen Avenue, #D2 Philadelphia, PA 19118 Strengthen operations as it transitions from an annual summer conference to year-round programming model

Settlement Music School PC $470,000 00 P 0 Box 63966 416 Queen Street Philadelphia, PA 19147 Pilot and launch an in-school music program, bringing its music instruction into four school new to SMS, in communities adjacent to their city branches

Taller Puertorriqueno , Inc. PC $250,000.00 2721 North 5th Street Philadelphia, PA 19133 To restore Visitenos in-school arts residency to 12 schools over the next 3 academic years.

Walnut Street Theatre Corporation PC $120,000 00 825 Walnut Street Philadelphia, PA 19107 Pilot Adopt-a-School program as a two-year program in two new schools

Walnut Street Theatre Corporation PC $80,000 00 825 Walnut Street Philadelphia, PA 19107 Subsidize Walnut Street Theatre's Studio 5 rental space to maximize affordability for local emerging theatre companies and individual artists

Woodlands Trust for Historic Preservation PC $100,000 00

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments 4000 Woodland Avenue Philadelphia, PA 19104 Master plan for Woodlands Historic Cemetery to promote public access and use.

Woodmere Art Museum, Inc. PC $195,000 00 9201 Germantown Avenue Philadelphia, PA 19118 Three landmark exhibitions showcasing the work of local artists.

Zoological Society of Philadelphia PC $3,250,000.00 3400 West Girard Avenue Philadelphia, PA 19104-1196 Toward implementation of the its Transformation Plan to increase visitation, financial sustainability, and connection to surrounding neighborhood

Pew Charitable Trusts PC $565,823 00 One Commerce Square 2005 Market Street, Ste. 1700 Philadelphia, PA 19103-7077 A challenge grant toward a collaborative initiative to increase the capacity of regional land trusts and other agencies to accelerate agricultural land preservation and implementation of economically and environmentally sustainable food system practice

Center City District PC $501,576 00 Public Ledger Building 660 Chestnut Street Philadelphia, PA 19106 For matching funds to secure individual and corporate contributions toward completing the renovation of Philadelphia's Dilworth Plaza

Philadelphia Museum of Art PC $498,424.00 Box 7646 Philadelphia, PA 19101-7646 Toward constructing its Art Handling Facility

Friends of Rittenhouse Square PC $36,216 00 210 West Rittenhouse Square Box 1308 Philadelphia, PA 19103 To support the Rittenhouse Square Restoration and Preservation project, commemorating the 100th anniversary of the Paul Cret design for the Square.

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments Temple University PC $82,500 00 840 Anderson Hall 1114 Polett Walk Philadelphia, PA 19122 Research on policy solutions and strategies for key city, regional, and statewide issues

American Littoral Society PC $137,500 00 18 Hartshorne Drive, Suite 1 Highlands, NJ 07732 Research and advocacy to promote New Jersey policies that halt unsustainable groundwater use and consequent dewatering of wetlands and streams in the Delaware River watershed.

American Rivers, Inc. PC $110,000 00 1101 14th Street N W Suite 1400 Washington, DC 20005-5637 Toward continued state and federal advocacy for green infrastructure policies and programs.

Berks County Conservancy PC $200,000 00 25 North 11th Street Reading, PA 19601 Toward technical assistance, outreach, and education to advance development of programs and places designed to build the constituency for watershed protection on the Angelica Creek and Schuylkill River in Berks County.

Bicycle Coalition of Greater Philadelphia PC $285,000.00 1500 Walnut Street Suite 1107 Philadelphia, PA 19102 For leadership of the Circuit coalition and to develop and implement campaigns and programs raise the visibility and advance completion of the regional trod network.

Camden City Garden Club, Inc. PC $165,000.00 3 Riverside Drive

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Citizens for Pennsylvania 's Future PC $110,000 00 610 North 3rd Street Harrisburg, PA 17101 Reduce storm water discharge into waterways and safeguard special protection waters by improving municipal storm water management plans and state permitting

Clean Air Council PC $145,000.00 135 South 19th Street Philadelphia, PA 19103 For research, outreach, and advocacy in coordination with other nonprofits, to minimize impacts from natural gas pipeline infrastructure in the Delaware River watershed.

Cooper's Ferry Partnership PC $370,000 00 One Port Center 2 Riverside Drive, Suite 501 Camden, NJ 08103 For planning, design, and development of priority interim and permanent trails and public parks on those trails in Camden, NJ.

D&R Greenway Land Trust, Inc. PC $121,000 00 One Preservation Place Princeton, NJ 08540 To advance completion of the Circuit in Burlington and Mercer Counties, NJ, through coalition-building and the use of trails for water-related programming

Delaware River City Corporation PC $245,500 00 Arsenal Business Center, Building 1 5301 Tacony Street, Box 215 Philadelphia, PA 19137 To advance construction and stewardship of the 11-mile North Delaware Green way trail, a key part of the Circuit in Philadelphia

Delaware Riverkeeper Network PC $290,000 00 925 Canal Street Suite 3701 Bristol, PA 19007 Toward education, advocacy, and outreach to secure policies that will protect the Delaware River's water quality.

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990- PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments EarthJustice PC $53,000.00 50 California Street Suite 500 San Francisco, CA 94111 Clean Air Council, Earthjustice, and Delaware Riverkeeper Network collaboration to minimize negative impacts from natural gas pipeline infrastructure in the Delaware River watershed.

Foundation for Pennsylvania Watersheds SO I $194,500 00 9697 Loop Road Alexandria, PA 16611 Development of a Conservation Trust Fund for Pennsylvania, as part of the Growing Greener Campaign.

Friends of the Wissahickon, Inc. PC $220,000.00 8708 Germantown Avenue Philadelphia, PA 19118-2717 Toward supportfor sustainable trail initiatives and public engagement efforts.

Manomet, Inc. PC $110,000 00 P.O Box 1770 81 Stage Point Road Manomet, MA 02345-1770 Toward outreach, coalition building, data collection, and communications to improve water quality via increased stewardship of horseshoe crabs and migratory shorebirds, two of the Delaware Bay's key indicator species with a significant birder following

National Fish and Wildlife Foundation PC $3,750,000 00 1133 15th Street Suite 1100 Washington, DC 20005 Capital fund to restore targeted lands vital to water quality in the Delaware River watershed and share learning across a wider watershed community of conservation practitioners

National Wildlife Federation PC $155,000.00 11100 Wildlife Center Drive Reston , VA 20190 To grow, coordinate, and convene a formal coalition of nonprofits working to advance strategic conservation initiatives and priorities for the Delaware River watershed

Nature Conservancy, Inc. PC $176,000 00

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WILLIAM PENN FOUNDATION EIN 23- 1503488 Form 990-PF, Part XV Supplementary Information , Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments 15 East Ridge Pike Suite 100 Conshohocken, PA 19428 Toward mapping, analysis of baseline conditions, outreach, and targeted technical assistance to advance conservation and restoration of key ecological functions in the Delaware and Susquehanna River Basins.

New Jersey Audubon Society PC $7,500 00 9 Hardscrabble Road Bernardsville , NJ 07924 Support the Coalition for the Delaware River Watershed (CDRW) to plan and manage a Delaware River Watershed Forum in Foil 2013

New Jersey Conservation Foundation PC $122,500.00 Bamboo Brook 170 Longview Road Far Hills, NJ 07931 For technical assistance and education and outreach to advance completion of priority gaps in the Delaware River Heritage Trail and the Cooper River Trail in New Jersey, key elements of the Circuit, Greater Philadelphia's regional trail network

New Manayunk Corporation PC $181,500 00 4312 Main Street Philadelphia, PA 19127 Programming and design work in Manayunk and nearby Schuylkill River communities to build a constituency for watershed protection and attract new resources to the area

Open Space Conservancy SO I $4,773,160 00 1350 Broadway Suite 201 New York, NY 10025 Capital fund to permanently protect lands vital to water quality in the Delaware River watershed, attract additional capital for priority projects, and test, advance, and raise the visibility of innovative preservation practices

PennEnvironment Research and Policy Center PC $110,000 00 1420 Walnut Street Suite 650

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WILLIAM PENN FOUNDATION EIN 23-1503488 Form 990-PF, Part XV Supplementary Information, Line 3 12/31/2013 Foundation Status Approved for Name, Address and Purpose of Grant or Contribution of Recipient Future Payments Philadelphia , PA 19102 Toward outreach and education to promote protection and restoration of water quality in the Delaware River Basin, aligned with efforts in New Jersey and New York

Pennsylvania Environmental Council , Inc. PC $750,000 00 1315 Walnut Street Suite 532 Philadelphia, PA 19107 Toward completing and promoting the Circuit trail network's connections to and along the Delaware and Schuylkill Rivers.

Pennsylvania State University PC $91,000 00 238 Outreach Building 100 Innovation Boulevard University Park, PA 16802 To use a Philadelphia case story appearing in a national public broadcast documentary to engage and educate communities on green storm water infrastructure and to develop an evaluation that the measures impact on the Delaware River watershed

Schuylkill River Greenway Association PC $276,700 00 140 College Drive Pottstown , PA 19464 To secure rights -of-way for priority segments of the Schuylkill River Trail, and to develop and implement river- and trail-related programs to

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Trust for Public Land PC $82,500.00 20 Community Place, Suite 7 Morristown, NJ 07960 Advance public funding programs to permanently protect priority watershed lands in Pennsylvania and New Jersey.

WHYY, Inc. PC $125,000 00 Independence Mall West 150 North 6th Street Philadelphia, PA 19106 Toward building an informed constituency for watershed protection through targeted reporting and programming focused on fiscal and environmental impacts to regional watersheds

Wildlands Conservancy, Inc. PC $180,000.00 3701 Orchid Place Emmaus, PA 18049-1637 Toward building the watershed constituency base through expansion of its river and trail programs in the Lehigh Valley, which combine recreation and environmental education to build stewardship.

Line 3b Grants and Contriutions Approved for Future Payments: Total $45,888,180.00

Page 15 of 15 Statement E