Return of Private Foundaticii OMB No 1545-0052 Form 990-P F or Section 4947( a)(1) Trust Treated as Private Foundation Do not enter Social Security numbers on this form as it may be made public. Department of the Treasury ► 2013 Internal Revenue Service ► Information about Form 990-PF and its separate instructions is at www. frs.gov/form990pf. • For calendar y ear 2013 or tax y ear be g inning , 2013 , and endin g , 20 Name of foundation A Employer identification number THE JOYCE FOUNDATI ON 36-6079185 Number and street (or P 0 box number if mail is not delivered to street address) Room / suite B Telephone number (see instructions) (312) 782-2464 321 N. CLARK STREET, SUITE 1500 City or town, state or province , country , and ZIP or foreign postal code

q C If exemption application is ► pending , check here • . . . . . , , IL 60654 all that G Check apply Initial return Initial return of a former public charity D 1 Foreign organizations, check here . ► Final return Amended return 2 Foreign organizations meeting the Address than a Name than e 85% test 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 ) nonexem pt charitable trust Other taxable p rivate foundation under section 507(b )(1)(A) El , check here . ► I Fair market value of all assets at J Accounting method L_J Cash X Accrual F If the foundation is in a 60-month terminati on Other undersectenhO7(b )(1)lB),theckhere end of year (from Part 11, col (c), line (specify) ------. ► El 936,451,953. 16) ► $ (Part 1, column (d) must be on cash basis) (d) Disbursements Analysis of Revenue and Expenses he (a ) Revenue and total of amounts columns and Net investment Adjusted net for charitable in (b), (c), (d) expenses per (b) (c) may not necessarily equal the amounts in income income purposes books column (a) (see instructions ( cash basis only)

1 Contributions its, grants , etc , received ( attach schedule) If the foundation is not required to 2 Check ► attach Sch B ...... 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 12 , 000, 551. 9, 592, 377. ATCH 1 0 GV 5a Gross rents ...... G+a b Net rental income or (loss) d 6a Net gain or ( loss) from sale of assets not on line 10 58,518,138. b Gross sales price for all 128,229,217. O d assets on line 6a d) 7 Capital gain net income (from Part IV, line 2) 66,191,580. C 8 Net short-term capital gain ...... LLJ 9 Income modifications ...... 10 a Gross sales less z and allowances Tins b Less Cost of goods sold

0 c Gross profit or ( loss) (attach schedule) . • u7 . ^. , a , 41 , / . l 11 Other income (attach schedule) ATCH• 2 4,958, 477. 3, 668 ,'085. L y .L U c-^ 12 Total Add lines 1 throu g h 11 75, 477, 166. 79, 452, 047... __-_------r 13 Compensation of officers, directors, trustees, etc 1,177, 132. 16 8;9 6-65 1 , 008,166. 14 Other employee salaries and wages . .. 2 , 25 3 , 133 . 312 33 5- 1 , 940 , 79 4. 15 Pension plans, employee benefits • • • • • 939, 741. 140, 961. 798, 780. 01 16a Legal fees (attach schedule) 113, 480. 51, 130. 62, 350. X b Accounting fees (attach schedule) • 73, 017. 19, 600. 53,417. °1 c Other professional fees (attach schedule).. * 2 , 538, 714. 1,979,490. 559,224. 17 Interest ...... •0 18 Taxes (attach schedule inswctans 2,339, 717. 99,481. E ) (see )ATC E 19 Depreciation ( attach schedule ) and depletion . 202,277 . Q 20 Occupancy ...... 576, 613. 73,093. 414, 193. 21 Travel, conferences , and meetings • 528, 040. 528, 040. f6 22 Printing and publications ...... 160, 829. 160, 829. 23 Other expenses (attach schedule)ATCH .5. 735, 973. 209, 350. 526, 623. 24 Total operating and administrative expenses O Add lines 13 through 23 ...... 11 , 638, 666. 3, 054, 410. 6,052,416. 25 Contributions , gifts, grants paid . . . . . 35, 175, 217. 35, 081, 737. 26 Totals ensesanddisbursements Add lines 24 and 25 46, 813, 883. 3, 054, 410. 41, 134, 153. 27 Subtract line 26 from line 12 a Excess of revenue over expenses and disbursements 2 8 , 663, 283. b Net investment income ( if negative, enter-0-) 76, 397, 632. c Ad j usted net income ( if negative, enter -0- ) . .ISA t-or vaperwork Reduction Act Notice, see instructions . *A'1'CH •i Form 990-PF(2013) 3E14101 000 1 8 4 6CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 1

3 Form 990-PF (2013) THE •CE FOUNDATION • 36-6079185 Pace 2 Attached schedules and amounts in the Beginning of year End of year B a l ance Sheets descr ipt ion col u mn should be for en d-of-year amounts only (See instructions) (a) Book Value (b) Book Value (c) Fair Market Value I Cash- non-interest-bearing ...... 614 , 217. 683, 656. 683,656 2 Savings and temporary cash investments ...... 11, 299, 112. 12, 853, 269. 12, 853, 269 3 Accounts receivable 2,756,858. ► ------Less allowance for doubtful accounts 45,586. 2, 756, 858. 2,756,858 ► ------4 Pledges receivable ► ______2,000,000. Less allowance for doubtful accounts ► -- 5 Grants receivable , , , , , , , , , , , , , , , 6 Receivables due from officers , directors, trustees, and other disqualified persons (attach schedule) ( see instructions) . , , , 7 Other notes and loans receivable (attach schedule) ► Less allowance for doubtful accounts ► _ _ - _ ------, 8 Inventories for sale or use ...... 9 Prepaid expenses and deferred charges . , 10 a Investments - US and state government obligations ( attach schedule ),** 31, 955, 755. 94, 099, 145. 94, 099, 145. b Investments - corporate stock (attach schedule) ATCH 7 212, 992, 236. 25-7,990,392. 257, 990, 392. c Investments - corporate bonds (attach schedule)ATCH 8 63, 375, 546. 11 Investments - land, buildings , and equipment basis ► ______ATCH 9 442f761. - Less accumulated depreciation ► 442,761. (attach schedule) ------442,761. 442,761. 12 Investments - mortgage loans ...... 13 Investments - other (attach schedule). ATCH10 508,258,368. 565,186,247. 565,186,247. 14 Land, buildings , and equipment basis 2,661,536. Less accumulated depreciation ► 256f838. (attach schedule ______ATCH 11 1, 156, 768. 2, 404, 698. 2, 404, 698. 15 Other assets (describe ► ----_----ATCH_12_-__) 24,521. 34f927. 341927. 16 Total assets (to be completed by all filers - see the instructions Also, see page 1, item 1) , 832, 164, 870. 936, 451, 953. 936, 451, 953. 17 Accounts payable and accrued expenses , , , , , , , , , , , .20,447. 40, 906. 18 Grants payable 85, 574. 12, 350, 773. 19 Deferred revenue

20 Loans from officers , directors , trustees , and other disqualified persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe ATCH13) 20, 182. 3, 915, 806.

23 Total liabilities ( add lines 17 through 22) 26, 203. 16, 307, 485. Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted ...... 20, 611. 918, 144, 892. 25 Temporarily restricted 18, 056. 1, 999, 576. 26 Permanently restricted ...... Foundations that do not follow SFAS 117, .. . q check here and complete lines 27 through 31. 27 Capital stock , trust principal , or current funds 28 Paid-in or capital surplus , or land, bldg , and equipment fund 29 Retained earnings, accumulated income , endowment, or other funds 30 Total net assets or fund balances (see instructions). 38,667. 920,144,468. 31 Total liabilities and net assets/fund balances (see instructions ) 64, 870. 936, 451, 953. 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 years return)... 1 817, 638, 667. 2 Enter amount from Part I, line 27a 2 28, 663, 283. 3 Other increases not included in line 2 ( Itemize) ATCH 14 3 73, 842, 518. ►------4 Add lines 1, 2, and 3 4 920, 144, 468. 5 Decreases not included in line 2 (itemize) 5 ► ------6 Total net assets or fund balances at end of ear Ilne 4 m in us Ilne 5 - Part II , column (b) , line 30 . 6 920, 144, 468. **ATCH 6 Form 990-PF (2013)

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3E14201 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 2 THE OYCE FOUNDATION • 36-6079185 Form 990-PF(2013) Page 3 Caoital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold (e g , real estate, ow (c) Date (d) Date sold acq-Purchase aC,dquired 2-story brick warehouse, or common stock, 200 shs MLC Co ) P ayday, mo, da y, r U Donation (mo, day, yr) ( y ) la SEE PART IV SCHEDULE b c d e Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (e) Gross sales price (f) (or allowable) plus expense of sale (e) plus (f) minus (g) a b c d e Com plete onl y for assets showing g ain in column ( h ) and owned by the foundation on 12/31/69 (I) Gains (Col (h) gain minus Adjusted basis (k) Excess of col (I) col (k), but not less than -0-) or (I) F M V as of 12/31/69 0) as of 12/31 /69 over col Q), if any Losses (from col (h)) a 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 66, 191, 580. 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6) If gain, also enter in Part I, line 8, column (c) (see instructions) If (loss), enter -0- in l Part I, line 8 J 3 0 ff9rdWA 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

Base period years Dlstrlbudt on ratio Calendar year (or tax year beginning in) Adj usted qualifying distributions Net value of noncharitable-use assets (col (b) divided by col (c)) 2012 41,965,074. 795,103,451. 0.052779 2011 38,437,721. 790,006,038. 0.048655 2010 38,635,461. 738,088,821. 0.052345 2009 40,811,276. 649,144,519. 0.062869 2008 43,970,753. 793,367,901. 0.055423

2 Total of line 1, column (d) ...... 2 0. 272071 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 . 054 414

4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5 4 870,261,784*

5 Multiply line 4 by line 3 ...... 5 47,354,425.

6 Enter 1 % of net investment income (1% of Part I, line 27b) ...... 6 763, 976.

7 Add lines 5 and 6 7 48, 118, 401.

8 Enter qualifying distributions from Part XII , line 4 8 42, 383, 163. If line 8 is eaual to or areater than line 7 . check the box In Part VL line 1b . and complete that D art usina a 1% tax rate See the Part VI Instructions JSA Form 990-PF(2013) 3E 1430 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.11F PAGE 3 Form 990-PF THE •CE FOUNDATION • 36-6079185 Page 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions)

1 a Exempt operating foundations described in section 4940(d)(2), check here ► 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 1 1, 527, 953. q here ► and enter 1 % of Part I, line 27b c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part I, line 12, col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) . . 2 3 Add lines 1 and 2 ...... 3 1,527,953. 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) , , 4 0 1,527,953. 5 Tax based on investment income. Subtract line 4 from line 3 If zero or less, enter -0 ...... 5 6 Credits/Payments a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 1, 387, 675. b Exempt foreign organizations - tax withheld at source , , , , , , , , , , , , , 6b c Tax paid with application for extension of time to file (Form 8868), . . , , , . 6c 500, 000. d Backup withholding erroneously withheld , , , , , , , , , , , , , , , , , , 6d 7 Total credits and payments Add lines 6a through 6d ...... 7 1, 8 87 , 67 5 . 8 Enter any penalty for underpayment of estimated tax Check here q 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 ► 9 359,722. 10 Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid , , , , , , ► 10 722 11 Enter the amount of line 10 to be Credited to 2014 estimated tax ► 359, . Refunded ► 11 Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in 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 X definition)? ...... lb If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any matenals published or distributed by the foundation in connection with the activities c Did the foundation file Form 1120-POL for this year? , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 1 c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year

(1) On the foundation ► $ (2) On foundation managers ► $ e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on

foundation managers ► $ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS?, , , , , , , , , , , , , , , , 2 X If "Yes, " attach a detailed descnption 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 4 a 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 Il, col (c), and Part XV 7 X 8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► IL, ------b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No, 'attach explanation ...... rb X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) or 4942())(5)PartXIV for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)' If 'Yes," complete ...... X 10 Did any persons become substantial contributors during the tax year? If 'Yes," attach a schedule listing their names and 10 X For, 990-PF (2013)

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3E 1440 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 4 Form 990 - PF(2013) THE OYCE FOUNDATION • 36-6079185 Page 5 Statements Regarding Activities (continued) 11 At any time during the year, did the foundation , directly or indirectly, own a controlled entity within the meaning of section 512 (b)(13)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 privileges? 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 WWW • JOYCEFDN . ORG ►------14 The books are in care of DEBORAH GILLESPIE ------Telephone no 312-782-2464 ► ► ------Locatedat . CLARKSTREET,SUITE1 500CHICAGO , IL___ ZIP+4 0. 60654 ___ __ 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 16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority Ye s No over a bank , securities, or other financial account in a foreign country' ...... 16 X See the instructions for exceptions and filing requirements for Form TD F 90-22 1 If "Yes," enter the name of the foreign country ► ISRAEL Statements Reg ardin g Activities for Which Form 4720 May Be Req uired File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes No 1 a During the year did the foundation (either directly or indirectly) (1) Engage in the sale or exchange, or leasing of property with a disqualified persons . . . , , , , , , q Yes q No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person'? ...... Yes X No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person'...... Yes X No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person'? ...... X Yes 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) q Yes No (6) Agree to pay money or property to a government official's (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 ) ...... q Yes q 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 q Organizations relying on a current notice regarding disaster assistance check here ...... ► 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 ...... 1 c 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 49420)(3) or 49420)(5)) a At the end of tax year 2013, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2013? ...... q Yes q 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) ...... 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? ...... q Yes q 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 penod? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2013) ...... 3b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes' ...... , 4a 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 beammna in 2013? 4b X Form 990 -PF(2013)

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3E14502000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 5 Form 990-PF THE •CE_FOUNDATION • 36-6079185 Page 6 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 drive? ...... q Yes X No (3) Provide a grant to an individual for travel, study, or other similar purposes? ...... Yes X 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)" (see instructions) ...... q Yes q 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? ...... q Yes No b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see instructions)? ...... 5b X q 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? ...... Yes q 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 contract?. . , , ...... q Yes No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ...... X 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? q Yes q No b If "Yes," did the foundation receive an y p roceeds or have an y net income attributable to the transaction? l7 b Information About Officers, Directors, Trustees, Foundation Managers, H ighly Paid Employees, and Contractors I List all officers. directors. trustees. foundation managers and their compensation (see instructions). (b) Title, and average (c) Compensation ( d) Contribut i ons to (e) Expense account, (a) Name and address hours per week ( If not paid , employee benefit plans other allowances devoted to P osition enter -0-) and deterred compensation

------ATCH 15 1,177,132 133,279.

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2 Compensation of five highest-paid employees (other than those included on line I - see instructions). If none, enter "NONE." (b) Title, and average (d) Contributions to employee benerd (e) Expense account, (a) Name and address of each employee paid more than $50 , 000 hours per week (c) Compensation devoted to positron plans and deferred other allowances compensation

------ATCH 16 775,345 200,690.

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Total number of other em p loyees paid over $50,000 . ► 13 Form 990 -PF (2013)

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3E1460 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 6 THE YCE FOUNDATION • 36-6079185 Form 990-PF (2013) Page 7 Information About Officers, Directors, Trustees, Foundation Managers , Highly Paid Employees, and Contractors (continued) 3 Five hinhest - nail independent contractors for professional services (see instructionsl _ If none - enter " NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation

------ATCH 17 287,286

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Total number of others receivin g over $50,000 for p rofessional services . . ► 0 Summary of Direct Charitable Activities

List the foundation 's four largest direct charitable activities during the tax year Include relevant statistical information such as the number of Expenses organizations and other beneficianes served, conferences convened , research papers produced, etc 1 N/A ------

2 ------

3 ------

4 ------

W97M a I Summary of Program -Related Investments (see instructions) Describe the two largest program - related investments made by the foundation during the tax year on lines 1 and 2 Amount 1 NONE ------

2 ------

All other program-related investments See instructions

3 - NONE------

Total. Add lines 1 through 3 . . ► Form 990-PF(2013)

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3E1465 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 7 THE •CE FOUNDATION • 36-6079185 Form 990-PF (2013) Page 8 13MW Minimum Investment Return (All domestic foundations must complete this part Foreign foundations, see instructions ) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, purposes

a Average monthly fair market value of securities .. . Ia 862, 410, 766.

b Average of monthly cash balances . . . , . . . . lb 21, 103, 736. c Fair market value of all other assets (see instructions) . ______d Total (add lines 1a , b, and c) 883, 514, 502. e Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) le 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line 1d 883, 514, 502. 4 Cash deemed held for charitable activities Enter 1 112 % of line 3 (for greater amount, see instructions ) 13, 252, 718. 5 Net value of noncharitable - use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 870, 261, 784 . 6 Minimum investment return. Enter 5 % of line 43, 513, 089. Distributable Amount (see instructions) (Section 49420 )(3) and 0)(5) private operating foundations and certain foreign organizations check here ► and do not complete this part ) 1 Minimum investment return from Part X , line 6 ...... 1 43, 513, 089. 2a Tax on investment income for 2013 from Part Vl, line 5 2a 1,527,953' b Income tax for 2013 (This does not include the tax from PartVl) _ 2b c Add lines 2a and 2b ...... 2c 1,527,953. 3 Distributable amount before adjustments Subtract line 2c from line 1 ...... 3 41, 985, 136. 4 Recoveries of amounts treated as qualifying distributions ...... 4 171, 719. 5 Add lines 3 and 4 ...... 5 42,156,855' 6 Deduction from distributable amount ( see instructions). . ______7 Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1 ...... 42, 156, 855. 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 41, 134, 153. b Program - related investments - total from Part IX-B ...... lb 2 Amounts paid to acquire assets used (or held for use ) directly in carrying out charitable, etc , purposes ...... 2 1,249,010. 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 1 a through 3b Enter here and on Part V, line 8 , and Part XIII, line 4. . . . 4 42,383,163. 5 Foundations that qualify under section 4940 (e) for the reduced rate of tax on net investment income Enter 1% of Part I, line 27b (see instructions ) ...... 5 0 6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 42, 383, 163. Note . The amount on line 6 will be used in Part V, column (b), in subsequent years when calcula ting whether the foundation qualifies fo r the section 4940 ( e) reduction of tax in those years Form 990-PF (2013)

JSA

3E 1470 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 8 THE •YCE FOUNDATION • 36-6079185

Form 990-PF 9 Undistributed Income (a) (b) (c) (d) Corpus Years prior to 2012 2012 2013 1 Distributable amount for 2013 from Part XI, 42,156,855. line 7 ...... 2 Undistributed income , if any, as of the end of 2013 a Enter amount for 2012 only , , , , , , , , , , 21,617,520. b Total for prior years 20 11 ,20 1 0 20 0 9 3 Excess distributions carryover , if any, to 2013 a From 2008 b From 2009 c From 2010 d From 2011 e From 2012 f Total of lines 3a through e , , , , , , , , , , , 4 Qualifying distributions for 2013 from Part XII, 42, 383, 163. line4 ► $ a Applied to 2012, but not more than line 2a , , , 21,617,520. b Applied to undistributed income of prior years (Election required - see instructions ) ...... c Treated as distributions out of corpus ( Election required - see instructions ) . . . _ ...... d Applied to 2013 distributable amount . . . . . 20,765,643. e Remaining amount distributed out of corpus , , 5 Excess distributions carryover applied to 2013 (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 b Prior years' undistributed income Subtract line 4b from line 2b 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 ...... d Subtract line 6c from line 6b Taxable amount - see instructions e Undistributed income for 2012 Subtract line 4a from line 2a Taxable amount - see instructions ......

f Undistributed income for 2013 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2014 ...... 21,391,212. 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions)

8 Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) , , , 9 Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a 10 Analysis of line 9 . a Excess from 2009 . b Excess from 2010 . . c Excess from 2011 . . d Excess from 2012.

Form 990-PF(2013)

JSA

3E 1480 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 9 Form 990-PF(2013) THE J YCE FOUNDATION • 36-6079185 Page 10 Off Private O peratin g Foundations ( see instructions and Part VII-A , q uestion 9 ) NOT APPLICABLE I 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 orivate ooeratlno foundation descnbed in section 4942(1)(3) or 4942(1)(5) Tax year Prior 3 years 2a Enter the lesser of the ad- (e) Total justed net income from Part (a) 2013 2012 (c) 2011 (d) 2010 1 or the minimum 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 49420)(3)(8)(,) . . . . . b 'Endowment' alternative test- enter 2/3 of minimum invest- ment 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 f)(3)(B)(n) ...... (3) Largest amount of sup- port from an exempt organization. . . . , (4 ) Gross investment income . Supplementary Information (Complete this part only if the foundation had $5,000 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) ) NOT APPLICABLE 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

NOT APPLICABLE 2 Information Regarding Contribution, Grant, Gift, Loan , Scholarship , etc., Programs: Check here ' q 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 instructions ) to individuals or organizations under other conditions , 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 ATCH 18 b The form in which applications should be submitted and information and materials they should include

ATTACHMENT 19 c Any submission deadlines

ATTACHMENT 19 d Any restrictions or limitations on awards , such as by geographical areas, charitable fields , kinds of institutions , or other factors ATTACHMENT 19

3E1490JS41 000 Form 990-PF (2013) 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 10 THE QYCE FOUNDATION • 36-6079185 Form 990-PF (2013) Page 11 ORM-Supplernentary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment I f i s an individual , Foundation Reci p ient show any relationship to Purpose of grant or st a tus of Amount any foundation manager tantial contribution Name and address (home or business ) or subs ial contributorbutor rec i pient a Paid dunng the year SEE PART XV (3) STATEMENT 35,081,737.

Total ...... ► 3a 35,081,737' b Approved for future payment SEE PART XV (3) STATEMENT 12,350,773.

Total ...... 0- 3b 12, 350, 773. Form 990-PF (2013) JSA 3E1491 1 000

1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 11 THE •YCE FOUNDATION • 36-6079185 Form 990-PF (2013) Page 12 Analysis of Income-Producing Activities Enter g ross amounts unless otherwise indicated Unrela ted business income Excluded by section 512 , 513, or 514 (e) Related or exempt (a) (b) (c) (d) function income Business code Amount Amount 1 Program service revenue Ezdusion code ( See instructions a b c d e f 9 Fees and contracts from government agencies 2 Membership dues and assessments . . . _ . 3 trite rest on savings and temporary cash investments 4 Dividends and interest from securities 14 12, 000, 551 . 5 Nett 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 Ot h er investment income 8 Gai n or (loss ) from sales of assets other than inventory 5 2 3 0 0 0 6 6, 7 3 8. 18 5 8, 4 51, 4 0 0. 9 Net income or ( loss) from special events , . 10 Gro ss profit or ( loss) from sales of inventory . 11 Oth er revenue a b ATCH 20 -274,294 5,232,771 c d e 12 Su btotal Add columns (b), (d), and (e) -207 , 556. 75, 684 , 722 . 13 Total. Add line 12, columns (b), (d), and (e) ...... 13 75,477,166. (See worksheet in line 13 instructions to verify calculations ) NOMPAN :_J 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 y accomplishment of-the foundation's exempt purposes (other than by providing funds for such purposes) (See Instructions )

JSA Form 990 -PF (2013)

3E1492 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 12 Form 990-PF (2013) THEY CE FOUNDATION • 36-6079185 Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exem pt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described Yes No in section 501(c) of 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 ...... a1 X (2) Other assets ...... 1a z X b Other transactions ( 1 ) Sales of assets to a nonchantable exempt organization , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 1b 1 X

(2) Purchases of assets from a nonchantable exempt organization , , , , , , , , , , , , , , , , , , , , , , , , , , . 1(b(2) X (3) Rental of facilities, equipment, or other assets , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 1 b ( 3 ) X (4) Reimbursement arrangements , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 1b (4) (5) Loans or loan guarantees ...... 1 b ( 5 ) (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

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? ...... q Yes E] No h If "Yes " cmmnlete the fnllnwinn schedule (a) Name of organization (b) Type of organization (c) Description of relationship

Under penalties of perjury , I declare that I have examined this return , including accompanying schedules and statements , and to the best of my knowledge and belief , it is true, correct , and complete Declaration of preparer ( other than taiayer) is based on all information of which preparer has any knowledge

Sign May the IRS discuss this return Here Signature of offiiceror trustee Date

Pnnt/Type preparers name Preparers signature Paid ^ REBEKUH ELEY

3E1493 1 000 1846CU 701R THE OYCE FOUNDATION 0 36-6079185 FORM 990-PF - PART IV CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME P Kind of Property Description Date Date sold D acquired Gross sale Depreciation Cost or FMV Add basis Excess of Gain price less allowed / other as of as of FMV over or expenses of sale allowable ad i basis (loss)

NT 26-36074 BARROW HAN CG ST P VAR VAR PROPERTY TYPE: SECURITIES 378,645. 288,975. 89,670.

NT 26-36074 BARROW HAN CG LT P VAR VAR PROPERTY TYPE: SECURITIES 11655144. 8,660,846. 2,994,298.

NT 26-36074 BARROW HAN CGD LT P VAR VAR PROPERTY TYPE: SECURITIES 28,869. 28,869.

BLACKROCK RUSSELL 1000 ST DISTRIBUTION P VAR VAR PROPERTY TYPE: SECURITIES 3,944,594. 3,944,594.

NT 26-36079 BLACKROCK LTCG P VAR VAR PROPERTY TYPE: SECURITIES 26,750. 17,847. 8,903.

BLACKROCK SUPERFUND ST DISTRIBUTION P VAR VAR PROPERTY TYPE: SECURITIES 4,256,045. 4,256,045.

NT 26-36252 BLACKROCK SUPERFUND LTCG P VAR VAR PROPERTY TYPE: SECURITIES 42,233. 44,909. -2,676.

CAPITAL GUARDIAN - ST P VAR VAR PROPERTY TYPE: SECURITIES -169,575. -169,575.

CAPITAL GUARDIAN - LT P VAR VAR PROPERTY TYPE: SECURITIES -48,319. -48,319.

NT 26-36103 LTCGD P VAR VAR PROPERTY TYPE: SECURITIES 37,004. 37,004.

NT 26-82161 GMO QUAL FUND III LTCGD P VAR VAR PROPERTY TYPE: SECURITIES 5,199,116. 5,199,116.

NT 26-63869 LONG LEAF PARTNERS LTCGD P VAR VAR PROPERTY TYPE: SECURITIES 4,994,000. 4,994,000.

JSA 3E1730 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 14 THE OYCE FOUNDATION 36-6079185 FORM 990-PF - PART IV CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME

Kind of Property Description Date Date sold D acquired Gross sale Depreciation Cost or FMV Add basis Excess of Gain price less allowed / other as of as of FMV over or e enses of sale allow abl e ad i basis ( loss)

NT 26-36077 PIMCO CGD LT P VAR VAR PROPERTY TYPE: SECURITIES 523,611. 523,611.

NT 26-36077 PIMCO OTH ST P VAR VAR PROPERTY TYPE: SECURITIES 9,616,118. 9,627,480. -11,362.

NT 26-36077 PIMCO OTH LT P VAR VAR PROPERTY TYPE: SECURITIES 86785311. 84341923. 2,443,388.

NT 26-39179 WILLIAM BLAIR LTCG P VAR VAR PROPERTY TYPE: SECURITIES 719,665. 719,665.

PARTNERSHIPS - LONG TERM P VAR VAR PROPERTY TYPE: SECURITIES 27450726. 27450726.

PARTNERSHIPS - SHORT TERM P VAR VAR PROPERTY TYPE: SECURITIES 10621174. 10621174.

PIMCO DISTRESSED MRTG FUND I P VAR VAR PROPERTY TYPE: SECURITIES -52. -52.

PIMCO DISTRESSED MRTG FUND II P VAR VAR PROPERTY TYPE: SECURITIES 226,112. 226,112.

WTC-CTF MICRO CAP EQUITY P VAR VAR PROPERTY TYPE: SECURITIES 52,047. 52,047.

AG SECURITIZED ASSET RECOVERY P VAR VAR 267,963.

ETON PARK OVERSEAS FUND LTD P VAR VAR 661,249.

CONVEXITY CAPITAL OFFSHORE LP P VAR VAR 491,903.

JSA 3E 1730 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 15 THE gYCE FOUNDATION • 36-6079185 FORM 990-PF - PART IV CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME P Kind of Property Description Date Date sold D acquired Gross sale Depreciation Cost or FMV Add basis Excess of Gain price less allowed/11= other as of as of FMV over or e enses of sale ble ad i basis (loss)

ADDISON CLARK OFFSHORE FUND P VAR VAR 157,063.

JARISLOWSKY P VAR VAR 1,163,179.

VIKING GLOBAL P VAR VAR 369,251.

MAVERICK FUND P VAR VAR 76,059.

PEQUOT ENDOWMENT LIQUIDATING TRUST LT P VAR VAR -390,207.

FORTRESS PARTNERS P VAR VAR 37,882.

TOTAL GAIN(L SS) ...... 66191580.

JSA 3E1730 1 000 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 16 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 1

FORM 990PF, PART I - DIVIDENDS AND INTEREST FROM SECURITIES

REVENUE AND NET EXPENSES INVESTMENT DESCRIPTION PER BOOKS INCOME

DIVIDENDS 10,509,402. 7,835,354. INTEREST 1, 491, 149. 1,757,023. • TOTAL 12,000,551. 9,592,377.

ATTACHMENT 1 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 17 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 2

FORM 990PF, PART I - OTHER INCOME

REVENUE AND NET EXPENSES INVESTMENT DESCRIPTION PER BOOKS INCOME OTHER INCOME 467, 490. 467, 490. NET INVESTMENT PARTNERSHIP INCOME 4,490,987. 3,200,595.

TOTALS 4,958 ,477. 3 ,668,085. •

r- I L

ATTACHMENT 2 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 18 • ATTACHMENT 3

THE JOYCE FOUNDATION - 36-6079185 2013 - 990-PF , PART I, LINE 16

Name and Address Type of Service Compensation

LINE 16(a): Locke Lord Bissell & Liddell General legal counsel to Joyce Foundation, services in connection with $ 78,844 111 South Wacker Drive various corporate matters and investment issues Suite 4400 Chicago, IL 60606

Caplin & Drysdale Corporate matters and contracts $ 34,636 One Thomas Circle, NW Suite 1100 Washington, DC 20005

TOTAL - LINE 16(a) $ 113,480

LINE 16(b)• BOO Seidman, LLP Audit of financial statements and tax return preparation $ 73,017 233 N Michigan Avenue, Suite 2500 Chicago, IL 60601

TOTAL -- LINE 16 (b) $ 73,017

LINE 16(c):

Monticello Associates Investment consultant $ 400,000 One Tabor Center 1200 17th Street, Suite 2600 Denver, CO 80202

Silchester International Investors, Inc Investment management $ 438,788 780 Third Avenue, 42nd Floor New York, NY 10017

Pacific Investment Management Corporation Investment management $ 72,555 840 Newport Center Drive Newport Beach, CA 92660

Barrow, Hanley, Mewhinney & Strauss, Inc Investment management $ 238,391 3232 McKinney Avenue - Dallas, TX 75204

Janslowsky, Fraser Limited Investment management $ 271,169 1010 Sherbrooke West Suite 2005 Montreal, Qc H3A 2R7 Canada

Capital Guardian Trust Company Investment management $ 150,793 P O Box 659518 San Antonio, TX 78265-9088

Blackrock Investment management $ 93,398 45 Fremont Street San Francisco, CA 94105

Wellington Trust Company, NA Investment management $ 304,396 75 State Street Boston, Massachusetts 02109

Crowe Horwath LLP Software license and consulting on investments $ 10,000 70 W Madison Street, Ste 700 Chicago, IL 60602

SUBTOTAL - LINE 16 ( c) $ 1,979,490

Absolute Video Services Consulting services $ 2,500 715 South Euclid Oak Park, IL 60304

Alex Agosta Program Development $ 500 123 West 93rd Street, Apt 5A New York, NY 10025 • • ATTACHMENT 3

Atphagraphics Consulting services $ 1,193 645 N Michigan Avenue , Suite 227 Chicago , IL 60611

Amdur Spitz & Associates Program development $ 24,800 100 North LaSalle Street Suite 30 Chicago, IL 60602

Arabella Philnathropic Investment Advisors , LLC Program development $ 6,667 1201 Connecticut Avenue NW, Ste 300 Washington , DC 20036

William Baugh Program development $ 500 1767 NW 58th Street, Apt 6 Seattle WA, 98107

Roberto Bedoya Program Development $ 500 100 North Stone Avenue Tucson , AZ 85701

Chicago Scenic Studios , Inc Consulting services $ 4,261 1315 North Branch Street Chicago , IL 60642

Chimniak Court Reporting & Video Consulting services $ 1,275 33 North Dearborn Street, Suite 1301 Chicago, IL 60602

Command P Consulting Services $ 14,045 2650 North Lakeview , Suite 3809 Chicago , IL 60614

Cunningham Communications , LLC Consulting Services $ 5,250 2723 West Logan Boulevard Chicago, IL 60647

Consultive Group on Biological Diversity Program Development $ 5,000 Presidio Building 1016 P O Box 29361 San Francisco , CA 94129

Engage Program development $ 2,500 725 8th Street SE Washington, DC 20003

Teresa Eynng Program Development $ 500 520 8th Avenue , 24th Floor New York, NY 10018

Funders' Network for Smart Growth and Livable Communities , Inc Program Development $ 5,000 1500 San Remo Avenue, Suite 249 Coral Gables , FL 33146

Mark German Program Development $ 1,576 325 1 /2 North Stanley Avenue Los Angeles , CA 90036

GMMB Program development $ 45,230 - 1010 Wisconsin Ave NW Suite 800 Washington , DC 20007

Grassroots Solutions Program development $ 3,000 2828 University Avenue, Suite 150 Minneapolis , MN 55414

Illinois Campaign for Politcal Reform Program development $ 2,000 325 W Huron , Ste 304 Chicago, IL 60610

Innocentive Program Development $ 48,000 245 Winter Street , 2nd Floor Watham , MA 02451

Fidelity Investments Institutional Operations Company, Inc Pension plan services $ 4,000 P 0 Box 73307 Chicago, IL 60673 • • ATTACHMENT 3

Gayle Isa Program Development $ 500 4819 Beeaumont Avenue Philadelphia, PA 19143

Jasculca/Terman & Associates Professional public affairs services $ 207 730 N Franklin St Suite 510 Chicago, IL 60610

Elizabeth King Consulting services $ 500 7335 S Carvers Rock Road Clinton, WI 53525

Russell Kohn Program Development $ 500 200 East Randolph Drive, Suite 2900 Chicago IL 60601

Crystle Martin Consulting services $ 500 304 E Almond Ave #9 Orange, CA 92866

Christine Martin Records retention $ 23,653 9016 N Washington #2d Des Plaines, IL 60016

James Mintz Group Program Development $ 10,000 110 Fifth Avenue, 8th Floor New York, MY 10011

Moox + Haddon Program Development $ 1,335 5800 Washington Stree Downers Grove, IL 60516

Patricia Nedeau Consulting Services $ 4,840 914 West Ainslie, 1 W Chicago, IL 60640

Mary O'Connell Consulting services $ 16,503 6454 N Wayne Avenue Chicago, IL 60626

Jane L Polin Program Development $ 12,000 67 Riverside Drive, Apt 7D New Tork, NY 10024

Sheetai Prajapati Program Development $ 500 11 West 53rd Street New York, NY 10019

Precision Strategies Consulting Services $ 80,000 1421 S Street NW Washington, DC 20009

RMZ Holdings, LLC Consulting services $ 25,000 5009 Belt Road NW Washington, DC 20016

Rush Powers Media Program Development $ 2,730 6432 North Hermitage Avenue #1W Chicago, IL 60626

Scrappers Film Group, LLC Consulting Services $ 12,800 400 N May street, Suite 204 Chicago, IL 60642

Sentinel Technologies Inc IT services $ 44,235 2550 Warrenville Road Downers Grove, IL 60515

Siskel/Jacobs Productions Consulting Services $ 12,500 1807 West Sunnyside Avenue 2A Chicago, IL 60640

Michael Slaby Program Development $ 12,500 55 East Ene #4801 Chicago, IL 60611 • • ATTACHMENT 3

Spark Program Development $ 2,500 4224 North Hazel Street Chicago, IL 60613

Strategic Consulting Group Program Development $ 5,000 4318 N Elston Avenue, Suite 200 Chicago, IL 60641

Caitlin Strokosch Program Development $ 500 255 South Main Street Providence, RI 02903

The Ballot Initiative Strategy Program Development $ 5,000 1825 K Street NW, Suite 411 Washington, DC 20006

Thirdwave Consulting Services $ 750 15 West Hubbard Street Suite 411 Chicago, IL 60654

Carlton Turner Program Development $ 500 1785 Lebanon Pinegrove Road Utica, MS 39175

West Wing Writers Consulting Services $ 15,000 1150 Connecticut Avenue NW, Suite 505 Washington, DC 20036

Buffy Wicks Consulting services $ 80,000 1425 P Street NW, Apt 511 Washington, DC 20005

World Business Chicago Program Development $ 10,875 177 N State Street, Suite 500 Chicago, IL 60601

SUBTOTAL -- LINE 16(c) $ 559,224

TOTAL -- LINE 16(c) $ 2,538,714 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 3

FORM 990PF, PART I - OTHER PROFESSIONAL FEES

REVENUE AND NET EXPENSES INVESTMENT CHARITABLE DESCRIPTION PER BOOKS INCOME PURPOSES

PENSION ADMINISTRATION 4,000. 4,000. PROGRAM DEVELOPMENT 210,213. 210,213. • INVESTMENT MANAGEMENT 1,579,490. 1,579,490. INVESTMENT CONSULTANT 400,000. 400,000. IT SERVICES 44,235. 44,235. CONSULTANTS 276,917. 276, 917. PUBLIC AFFAIRS 206. 206. RECORDS RETENTION 23,653. 23, 653.

TOTALS 2,538,714. 1,979,490. 559,224.

ATTACHMENT 3 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 19 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 4

FORM 990PF, PART I - TAXES

REVENUE AND NET EXPENSES INVESTMENT CHARITABLE DESCRIPTION PER B OOKS INCOME PURPO SES

FEDERAL EXCISE TAX 2,339,717. FOREIGN TAXES 99, 481. • TOTALS 2,339,717. 99,481.

ATTACHMENT 4 1846CU 701R 10/3/2014 12 :21:49 PM V 13-7.1F PAGE 20 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 5

FORM 990PF, PART I - OTHER EXPENSES

REVENUE AND NET EXPENSES INVESTMENT CHARITABLE DESCRIPTION PER BOOKS INCOME PURPOSES BUSINESS CONTINUITY 12,002. 1,800. 10,202. COMMUNICATION 7,185. 7,185. FURNITURE AND EQUIPMENT 3,455. 518. 2,936. • INFORMATION TECHNOLOGY 80,102. 12,015. 68,086. INSURANCE 64,275. 9,641. 54,634. MAINTENANCE & UTILITIES 24,556. 3,683. 20,872. MISCELLANEOUS 111,085. 111,085. OFFICE RELOCATION 52,243. 52,243. OFFICE SUPPLIES 56,867. 8,530. 48,337. PAYROLL ADMIN FEES 5,105. 5,106. POSTAGE AND DELIVERY 9,430. 1,415. 8,016. PROGRAM DEVELOPMENT 448. 448. RECORDS RETENTION 41,690. 6,254. 35,437. RECRUITMENT 26,728. 26,728. TELEPHONE & TELECOMMUNICATIONS 42,993. 6,449. 36,544. TEMPORARY OFFICE HELP 38,764. 38,764. BANK CHARGES 159,045. 159,045. EXEMPT INTEREST

TOTALS 735,973. 209,350. 526,623. •

ATTACHMENT 5 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 21 THE JOYCE FOUNDATION 36-6079165

FORM 990PF , PART II - U.S. AND STATE OBLIGATIONS ATTACHMENT 6

BEGINNING ENDING ENDING DESCRIPTION BOOK VALUE BOOK VALUE FMV

PIMCO 31,955,755. 94, 099, 145. 94,099,145.

US OBLIGATIONS TOTAL 31,955,755. 94, 099, 145. 94, 099, 145.

ATTACHMENT 6 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 22 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT - 7

FORM 990PF, PART II - CORPORATE STOCK

BEGINNING ENDING ENDING DESCRIPTION BOOK VALUE BOOK VALUE FMV

BARROW HANLEY (BHMS) 53,211,584. 64,857,150. 64,857,150. OFFICE STOCK -58. -58. -58. PIMCO FIXED 665,450. JARISLOWSKY 46,695,752. 55,141,722. 55,141,722. LONGLEAF PARTNERS 30,660,445. 39,996,362. 39, 996, 362. • I W BLAIR SMALL CAP MF 14,640,598. 18,518,400. 18,518,400. CAPITAL GUARDIAN 18,320,305. 17,664,748. 17, 664, 748. GMO QUALITY FUND 48,798,160. 61,174,834. 61,174,834. PIMCO ACTIVE FIXED 637,234. 637,234.

TOTALS 212,992,236. 257,990,392. 257,990,392.

ATTACHMENT 7 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 23 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 8

FORM 990PF, PART II - CORPORATE BONDS

BEGINNING ENDING ENDING DESCRIPTION BOOK VALUE BOOK VALUE FMV

PIMCO 63,375,546.

TOTALS 63,375,546.

ATTACHMENT 8 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 24 • •

THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 9

FORM 990-PF, PART II, LINE 11

ACCUMULATED BOOK COST DEPRECIATION VALUE

MINERAL RIGHTS 442,761 NONE 442,761 TOTALS 442,761 NONE 442,761 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 10

FORM 990PF, PART II - OTHER INVESTMENTS

BEGINNING ENDING ENDING DESCRIPTION BOOK VALUE BOOK VALUE FMV

SILCHESTER FUND 49,499,485. 63,798,725. 63,798,725. CD & R FUND IX 1,475,721. 1,475,721. BLACKROCK AWCI 27,749,811. 31,980,897. 31,980,897. CAPITAL FUND II, L.P. 16,181. 4,925. 4,925. CITY OF LONDON 25,151,692. 25,587,821. 25,587,821. • BLACKROCK RUSSELL 1000 41,806,539. 55,776,519. 55,776,519. CAPITAL FUND III, L.P. 592,884. 400,842. 400,842. NEWPORT ASIA 20,276,532. 22,161,204. 22,161,204. CAPITAL FUND IV, L.P. 2,360,496. 2,220,128. 2,220,128. FISHER LYNCH VENTURE L.P. 8,427,640. 9,356,298. 9,356,298. FISHER LYNCH BUY OUT L.P 8,675,962. 8,140,408. 8,140,408. LEXINGTON MIDDLE MARKET 1,486,000. 1,486,000. FRONTENAC VIII, L.P. 1,448,390. 865,783. 865,783. GTCR FUND IV, L.P. 48,513. 57,755. 57,755. GREY MOUNTAIN L.P. -63,314. -63,314. GTCR FUND VI, L.P. 77,852. 255,896. 255,896. GTCR FUND VII, L.P. 31,282. 36,978. 36,978. GTCR FUND VII/A, L.P. 9,982. 9,806. 9,806. GTCR FUND VIII 1,672,924. 1,284,024. 1,284,024. PIMCO STOCKPLUS, L.P. 48,986,483. 65,752,765. 65,752,765. GTCR FUND VIII/AIV 878,543. 637,961. 637,961. GTCR FUND IX/A 11,399,682. 10,014,371. 10,014,371. HIGHFIELDS CAPITAL, LTD 16,852,493. 18,771,427. 18,771,427. WALTON STREET REAL ESTATE 4,014,835. 4,798,528. 4,798,528. FISHER LYNCH VENTURE II LP 3,832,936. 4,497,546. 4,497,546. FISHER LYNCH VENTURE II-A LP 599,017. 981,983. 981,983. GRAHAM PARTNERS III 3,101,467. 2,796,424. 2,796,424. PIMCO DISTRESSED MORTGAGE FUND 1,370. PIMCO DISTRESSED MORTGAGE FUND 11,813,075. FARALLON CAPITAL INSTITUTIONAL 22,960,000. 21,557,735. 21,557,735. FORTESS PARTNERS OFFSHORE FUND 3,305,577. 3,346,036. 3,346,036. KING STREET CAPITAL LP 21,778,642. 24,227,590. 24,227,590. EATON PARK OVERSEAS FUND 20,226,652. 19,600,533. 19,600,533.

ATTACHMENT 10 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 25 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 10 (CONT'D)

FORM 990PF, PART II - OTHER INVESTMENTS

BEGINNING ENDING ENDING DESCRIPTION BOOK VALUE BOOK VALUE FMV

VIKING GLOBAL EQUITIES III LTD 17,664,366. 20,432,445. 20,432,445. MAVERICK FUND LTD 15,405,857. 15,683,946. 15,683,946. ADDISON CLARK OFFSHORE FUND 16,753,640. 17,129,967. 17,129,967. PEQUOT ENDOWMENT FUND 24,218. • CLAYTON, DUBILIER & RICE FUND 5,730,435. 8,760,194. 8,760,194. AXIOM ASIA PRIVATE CAP FD II 2,552,993. 3,135,782. 3,135,782. GTCR FUND IXA AIV 1,326,982. 1,423,691. 1,423,691. GTCR FUND XB 613,577. 1,019,792. 1,019,792. GTCR FUND XA 5,351,423. 6,047,538. 6,047,538. GTCR FUND X/A AIV 512,992. 532,303. 532,303. CONVEXITY CAPITAL OFFSHORE 22,089,759. 16,903,504. 16,903,504. CCP IX LP NO.2 2,313,067. 2,676,715. 2,676,715. WELLINGTON MICROCAP 24,515,775. 25,974,300. 25,974,300. FORTRESS CREDIT OPPORTUNITIES 7,724,850. 6,172,765. 6,172,765. ENERGY SPECTRUM PARTNERS VI 806,616. 2,122,682. 2,122,682. CD & R FUND VIII 652,799. 652,789. 652,789. AG SECURITIZED ASSET RECOVERY 4,013,788. 8,029,479. 8,029,479. DENHAM COMMODITY PARTNERS VI 372,637. 782,464. 782,464. FISHER LYNCH VENTURE FUND III 527,687. 1,246,886. 1,246,886. ASIOM ASIA PRIVATE CAPITAL III 127,412. 623,989. 623,989. DAVIDSON KEMPNER INSTITUTIONAL 21,580,558. 23,634,924. 23,634,924. • KING STREET CAPITAL LTD 39,992. 39,992. DENHAM CAPITAL VI FUND LP 124,482. 124,482. GEM REALTY FUND V, LP 216,303. 216,303.

TOTALS 508,258,368. 565,186,247. 565,186,247.

ATTACHMENT 10 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 26 • •

THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 11

FORM 990-PF, PART II, LINE 14

ACCUMULATED BOOK COST DEPRECIATION VALUE

COMPUTER EQUIPMENT 146,815 (62,664) 84,151 OFFICE EQUIPMENT 743,495 (53,010) 690,485 LEASEHOLD IMPROVEMENTS 1,691,826 (101,464) 1,590,362 WEBSITE DEVELOPMENT COSTS 79,400 (39,700) 39,700 TOTALS 2,661,536 (256,838) 2,404,698 THE JOYCE FOUNDATION 36-6079185

ATTACHMENT 12

FORM 990PF, PART II - OTHER ASSETS

BEGINNING ENDING ENDING DESCRIPTION BOOK VALUE BOOK VALUE FMV

OTHER ASSETS 4,421. 2,825. 2,825. STATE INCOME TAX RECEIVABLE 20,100. 32,102. 32, 102.

TOTALS 24,521. 34,927. 34,927. •

ATTACHMENT 12 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 27 THE YCE FOUNDATION is 36-6079185

ATTACHMENT 13

FORM 990PF, PART II - OTHER LIABILITIES

R X TNNTNC, F'NIITNI DESCRIPTION

DEFERRED FEDERAL EXCISE TAX 2,066,000. 3,498,000. DUE TO BROKERS FOR PURCHASES 74,650. 265,8 09. FEDERAL EXCISE TAXES PAYABLE 279,532. 62,670. DEFERRED RENT 89,327.

TOTALS 2,420,182. 3,915,8 06.

1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 28 THE •CE FOUNDATION • 36-6079185

ATTACHMENT 14

FORM 990PF, PART III - OTHER INCREASES IN NET WORTH OR FUND BALANCES

DESCRIPTION AMOUNT

PARTNERSHIP UNREALIZED GAIN 19,673,367. INCREASE IN MARKET VALUE OF INVESTMENTS 54,169,151.

TOTAL 73,842,518.

1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 29 fJ L -A

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(l) Grantee: Abt Associates Inc. 4550 Montgomery Avenue, Suite 800 Bethesda, MD 20814-5341

(2) Amount and Date Paid : $20,000 paid on May 30, 2013

(3) Purpose: To support a career pathways research conference.

(4) Amount of Grant Spent by Grantee: $20,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnishcd by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Final Standard Narrative and Financial Report - March 28, 2014 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(7) Grantee: Brandon Roberts + Associates 4818 Drummond Avenue Chevy Chase, 1VID 20815

(2) Amount and Date Paid : $183,000 paid on December 20, 2012 $183,000 paid on December 19, 2013

(3) Purpose: For continued funding of the Working Poor Families Project.

(4) Amount of Grant Spent by Grantee: $183,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - December 13, 2013 Financial Report - January 11, 2014 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-R, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee: Brandon Roberts + Associates 4818 Drummond Avenue Chevy Chase, MD 20815

(2) Amount and Date Paid : $75,000 paid on April 30, 2013 $75,000 paid on April 30, 2014

(3) Purpose: To document the final outcomes from the three Shifting Gears continuation states.

(4) Amount of Grant Spent by Grantee : $75,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Financial Report - January 11, 2014 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee : Business Roundtable 300 New Jersey Avenue, N.W., Suite 800 Washington, D.C. 20001

(2) Amount and Date- Paid: $35,000 paid on March 19, 2013

(3) Purpose: To support increased efforts to inform and accelerate much needed reforms on workforce development.

(4) Amount of Grant Spent by Grantee: $35,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee , no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Final Standard Narrative and Financial Report - May 7, 2014 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee : Carnegie Foundation 51 Vista Lane Stanford, CA 94305

(2) Amount and Date Paid : $242,000 paid on April 30, 2013

(3) Purpose: To support research, analysis, and communications to ensure that the next wave of teacher evaluation systems 1Pnd to the improvement of teachers and tcaching.

(4) Amount of Grant Spent by Grantee: $134,986

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - August 14, 2013 Interim Standard Narrative and Financial Report - l'Iarch 31, 2014 • 1 is

The Joyce Foundation 36-G079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee: Chicago Votes 114 North Aberdeen Chicago, IL 60608

(2) Amount and Date Paid: $25,000 paid on December 19, 2013

(3) Purpose: To increase digital capacity to achieve policy objectives.

(4) Amount of Grant Spent by Grantee: $3,900

(5) Diversions: To the knowledge of the foundation,! and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - April 4, 2014 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and ProgramRelated Investments Subject to Expenditure Responsibility

i (1) Grantee: The Collaboratory LLC S East Schuyler Road Silver Spring. MD 20901

(2) Amount and Date Paid : $100,000 paid on December 20, 2012

(3) Purpose: To support the Community College Transformative Change Initiative.

(4) Amount of Grant Spent by Grantee: $100,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose. 1 (6) Date of Reports Received from Grantee: Final Standard Narrative and Financial Report - February 17, 2014 • •

The Joyiee Foundation 36-6079185 2013 - 990-PF I Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee : The Collaboratory LL;C 8 East Schuyler Road Silver Spring. MD 20901

(2) Amount and Date Paid: $150,000 paid on December 19, 2013

(3) Purpose: For continued funding of the Community College Transformative Change Initiative.

(4) Amount of Grant Spent by Grantee_

(5) Diversions: To the know]edge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose. i (6) Date of Reports Received from Grantee: 11 •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee : Earth Vision Trust 4780 Sterling Drive Boulder , CO 80301

(2) Amount and Date Paid : $99,095 paid on August 14, 2012

(3) Purpose: To support a climate change education campaign at O'Hare International Airport in Chicago.

(4) Amount of Grant Spent by Grantee: $99,095 i (5) Diversions: To the knowledge of the foundation,I and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report -July 16, 2013 Final Standard Narrative and Financial Report - July 29, 2014 1 • I •

The Jo ce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility i

(1) Grantee: EducationCounsel LLC 101 Constitution Avenue, NW, Suite 900 Washington, DC 20001

(2) Amount and Date Paid: $200,000 paid on August 14, 2012

(3) Purpose: To support the Teacher Leader Evaluation Multi-State Network, a collaborative to accelerate state policy reform on teacher and leader effectiveness in , Indiana, Minnesota, and several other states.

(4) Amount of Grant Spent by Grantee: $200,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - January 23, 2013 Final Standard Narrative and Financial Report - November 15, 2013 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and ProgramRelated Investments Subject to Expenditure Responsibility

(1) Grantee : EducationCounsel LLC 101 Constitution Avenue , NW , Suite 900 Washington , DC 20001

(2) Amount and Date Paid: $200,000 paid on August 27, 2013

(3) Purpose: To assist Illinois and Minnesota in developing and implementing new, high-quality systems of teacher evaluation through the Teacher and Leader Effectiveness Multi- State Network.

(4) Amount of Grant Spent by Grantee: $49,998

(5) Diversions: To the knowledge of the foundation,) and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - February 19, 2014 The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee: Edfiurge 1801 Murchison Drive Burlingame, CA 94010

(2) Amount and Date Paid: $165,000 paid on December 19, 2013

(3) Purpose: To support Adult Learning Literacy, Numeracy, Basic Job Skills writing and research project to identify leading tools and programs, hosted on www.edsurge.com.

(4) Amount of Grant Spent by Grantee: $4,050 1 (5) Diversions:. To the knowledge of the foundation,I, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - March 30, 2014 O ( •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

( 1) Grantee : Environmental Defence Canada Inc. 116 Spadina Avenue,' Suite 300 Toronto, Ontario M5V 2K6 Canada

(2) Amount and Date Paid: $50,0010 paid on April 30, 2012 $50,000 paid on April 30, 2013

(3) Purpose: To protect and restore Lake Superior and its tributaries.

(4) Amount of Grant Spent by Grantee: $100,000

(5) Diversions: To the knowledge of the foundation,' and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - April 1, 2013 Final Standard Narrative ,and Financial Report - July 31, 2014 • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1 } Grantee : Illinois State Charter School Commission 160 N. LaSalle Street, Suite S-601 Chicago, IL 60601

(2) Amount and Date Paid : $115,000 paid on December 20, 2012

(3) Purpose: To aid in the development of the new Illinois State Charter School Commission as the first high-quality statewide authorizer established in Illinois.

(4) Amount of Grant Spent by Grantee : $115,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - August 19, 2013 Final Standard Narrative and Finangial Report - August 20, 2014 LJ

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee : Local Energy Aggregation Network P. O. Box 961 Mill Valley, CA 94941

(2) Amount and Date Paid : $154, 689 paid on April 30, 2013

(3) Purpose: To develop and disseminate new policy tools so that the growing number of municipalities purchasing power on behalf of their residents may simultaneously secure energy efficiency resources for them-

(4) Amount of Grant Spent by Grantee : $73,901

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Financial Report - July 21, 2014 On January 25, 2014, Local Energy Aggregation Network received notification of tax exempt status 170 (h) (1) (A) (vi), effective February 9, 2011. The Joyce Foundation received notice of Local Energy Aggregation Network's tax exempt status after the grant was paid, therefore the grant does not require expenditure responsibility. • •

The Joyce Foundation 36-6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5 , Information on Grants and Program-Related Investments Subject to Fxpenaditure Responsibility

(1) Grantee: Public Impact 504 Dogwood Drive Chapcl Hill, NC 2751G

(2) Amount and Date Paid : $200,000 paid on August 14, 2012

(3) Purpose: To develop and disseminate resources to help policy makers in Great Lakes states and beyond to create an Opportunity Culture and extend the reach of cxcellent teachers.

(4) Amount of Grant Spent by Grantee: $200,000

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, nu part of the grant has been used for other than its intended purpose.

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - February 21, 2013 Final Narrative and Financial Report - December 2, 2013 • •

The Joyce Foundation 36!6079185 2013 - 990-PF

Part VII-B, Statements Regarding Activities Question 5, Information on Grants and Program-Related Investments Subject to Expenditure Responsibility

(1) Grantee: Public Impact 504 Dogwood Drive Chapel Hill, NC 27516

(2) Amount and Date 'Paid : $222,100 paid on August 27, 2013

(3) Purpose: To support publications, engagement, and dissemination to promote policies that suppurL the creation of an "Opportunity Culture" where high-quality teachers reach more students and have access to nPw instructional roles.

(4) Amount of Grant Spent by Grantee: $192,750.30

(5) Diversions: To the knowledge of the foundation, and based on the report furnished by the grantee, no part of the grant has been used for other than its intended purpose..

(6) Date of Reports Received from Grantee: Interim Standard Narrative and Financial Report - February 14, 2014 THE JOYCE FOUNDATION 36-6079185

FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES ATTACHMENT 15

CONTRIBUTIONS TITLE AND AVERAGE HOURS PER TO EMPLOYEE NAME AND ADDRESS WEEK DEVOTED TO POSITION COMPENSATION BENEFIT PLANS

ELLEN ALBERDING PRESIDENT/DIRECTOR 498,932. 39,720. 321 N. CLARK STREET, SUITE 1500 40.00 CHICAGO, IL 60654

• DEBORAH J. GILLESPIE VP FIN & ADMIN/TREASURER 230,600. 40,561. 321 N. CLARK STREET, SUITE 1500 40.00 CHICAGO, IL 60654

GRETCHEN CROSBY SIMS VICE PRESIDENT OF PROGRAMS 225,600. 52,998. 321 N. CLARK STREET, SUITE 1500 40.00 CHICAGO, IL 60654

JOHN T. ANDERSON CHAIRMAN/DIRECTOR 15,700. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

JOSE B. ALVAREZ DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 • CHICAGO, IL 60654

MICHAEL F. BREWER DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

ATTACHMENT 15 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 30 THE JOYCE FOUNDATION 36-6079185

FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES ATTACHMENT 15 (CONT'D)

CONTRIBUTIONS TITLE AND AVERAGE HOURS PER TO EMPLOYEE NAME AND ADDRESS WEEK DEVOTED TO POSITION COMPENSATION BENEFIT PLANS

CHARLES U. DALY DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

ANTHONY S. EARL DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

ROGER R. FROSS DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

CARLTON L. GUTHRIE DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

DANIEL KEARNEY DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 C J CHICAGO, IL 60654

TRACEY L. MEARES DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

ATTACHMENT 15 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 31 THE JOYCE FOUNDATION 36-6079185

FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES ATTACHMENT 15 (CONT'D)

CONTRIBUTIONS TITLE AND AVERAGE HOURS PER TO EMPLOYEE NAME AND ADDRESS WEEK DEVOTED TO POSITION COMPENSATION BENEFIT PLANS

MARGOT M. ROGERS DIRECTOR 18,900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

• PAULA WOLFF DIRECTOR 17,300. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

ROBERT G. BOTTOMS DIRECTOR 18, 900. 321 N. CLARK STREET, SUITE 1500 2.00 CHICAGO, IL 60654

GRAND TOTALS 1,177,132. 133,279.

CJ

ATTACHMENT 15 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 32 THE JOYCE FOUNDATION 36-6079185

990PF, PART VIII - COMPENSATION OF THE FIVE HIGHEST PAID EMPLOYEES ATTACHMENT 16

TITLE AND AVERAGE CONTRIBUTIONS HOURS PER WEEK TO EMPLOYEE NAME AND ADDRESS DEVOTED TO POSITION COMPENSATION BENEFIT PLANS

CATHERINE M. LELYVELD DIR OF COMMUNICATION 165,898. 45,700. 0 321 N. CLARK STREET 40.00 SUITE 1500 CHICAGO, IL 60654

JANE PATTERSON CHIEF INV. OFFICER 160,300. 23, 881. 0 el 321 N. CLARK STREET 27.00 SUITE 1500 CHICAGO, IL 60654

ED MILLER PROGRAM MANAGER 158,547. 44,811. 0 321 N. CLARK STREET 40.00 SUITE 1500 CHICAGO, IL 60654

WHITNEY SMITH PROGRAM MANAGER 145,300. 43,121. 0 321 N. CLARK STREET 40.00 SUITE 1500 CHICAGO, IL 60654

NINA VINIK PROGRAM MANAGER 145,300. 43,177. 0 • 321 N. CLARK STREET 40.00 SUITE 1500 CHICAGO, IL 60654

TOTAL COMPENSATION 775,345. 200,690.

ATTACHMENT 16 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 33 THE JO CE FOUNDATION 36-6079185

990PF, PART VIII- COMPENSATION OF THE FIVE HIGHEST PAID PROFESSIONALS

ATTACHMENT 17

NAME AND ADDRESS TYPE OF SERVICE COMPENSATION

BDO USA, LLP ACCOUNTING SERVICES 73,017. 330 NORTH WABASH AVE., SUITE 3200 CHICAGO, IL 60601

BUFFY WICKS CONSULTING 80,000. 1425 P STREET NW WASHINGTON, DC 20005

LOCKE, LORD, BISSELL, & LIDDELL LLP LEGAL COUNSEL 78,844. 111 S. WACKER DRIVE, SUITE 4400 CHICAGO, IL 60606

CHRISTINE MARTIN RECORDS RETENTION 55,425. 9016 N. WASHINGTON, #2D DES PLAINES, IL 60016

TOTAL COMPENSATION 287,286.

1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 34 THE • CE FOUNDATION • 36-6079185

ATTACHMENT 18

FORM 990PF, PART XV - NAME, ADDRESS AND PHONE FOR APPLICATIONS

PROGRAM OFFICER 321 N. CLARK STREET, SUITE 1500 CHICAGO, IL 60654 312-7.82-2464

1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 35 • 0 The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

GUIDELINES

PROGRAMS

The Joyce Foundation's program areas are Education, Employment, Environment, Culture, Democracy and Gun Violence Prevention. Grant making focuses on initiatives that promise to have an impact on the Great Lakes region, specifically the states of Illinois, Indiana, Michigan, Minnesota, Ohio, and Wisconsin. A limited number of environment grants are made to organizations in Canada. Education grant making in K-12 focuses on Chicago, Indianapolis, and Minneapolis. The Employment Program primarily focuses on federal and state policy grants, but will make some grants to support targeted metro-level progress in Chicago, Indianapolis, and Minneapolis/St. Paul. Culture grants are primarily focused in the City of Chicago, except for the Joyce Awards, which extend to other Midwest cities. The Foundation does not generally support capital proposals, endowment campaigns, religious activities, commercial ventures, direct-service programs, or scholarships.

The Joyce Foundation is committed to improving public policy through its grant program. Accordingly, the Foundation welcomes grant requests from organizations that engage in public policy advocacy. Federal tax law prohibits private foundations from funding lobbying activities. The Foundation may support organizations engaged in public policy advocacy by either providing general operating support or by funding educational advocacy such as nonpartisan research, technical assistance, or examinations of broad social issues. The Foundation encourages grant applicants to describe the nature of advocacy activities in their grant applications and reports, so the Foundation can ensure that it is in compliance with federal tax laws. For further information on the relevant federal tax laws, grant applicants should consult their tax advisors.

EDUCATION

The Education Program works to close the achievement gaps that separate low-income students and communities of color from their peers by improving the quality of teachers they encounter in school, enhancing early reading policies, and exploring such innovations as charter schools.

Program priorities are:

Teacher Quality : The Foundation supports efforts to improve federal, state, and district policies so that high-need schools in Chicago, Indianapolis, and Minneapolis can attract and retain first-rate teachers. Efforts include research, policy development, advocacy, and evaluation related to reform of recruiting and hiring systems,

1 lb 0 0 The Joyce Foundation Form 990-PF - Attachment 19 36-6079185 alternative routes into teaching, teacher support, reform of teacher and principal evaluation and tenure systems, and reform of teacher compensation and pension systems.

Early Reading : The Foundation supports policy initiatives to ensure that students read well by the end of third grade to help close the achievement gap. Efforts include research, public education, policy development, and advocacy designed to.

• Create more effective policies and measures of student and teacher performance on important reading skills in grades pre-K- 3. • Provide pre-K-3 teachers with more training before and after they enter the classroom on how to most effectively teach reading. • Integrate effective early reading policies with other Joyce Foundation teacher quality strategies.

Innovation Grants : A small portion of program funds is reserved for other outstanding opportunities to close the achievement gap, especially policy-oriented efforts to expand the supply of high- quality charter schools in Chicago, Indianapolis, and Minneapolis.

EMPLOYMENT

The overarching goal of the Employment Program is to establish the Midwest as the leader of the most innovative and effective employment education and training strategies in the country. Grant making specifically supports efforts to increase skill and credential attainment by low-income adult workers in three primary program areas:

Basic Foundational Skills : In order to provide underprepared adults in the region with the basic foundational skills needed to be successful in 21st century work and technical training, the Foundation supports the evaluation and scaling efforts of promising adult education programs that build basic foundational skills, particularly in the context of work and occupations.

Industry Training Partnerships : In order to ensure that occupational education and training for underprepared adults is valuable in the labor market, the Foundation supports efforts to:

• Expand partnerships between industry associations and educational organizations to create certifications, promote them within the industry, and build them into educational programs; • Research return on investment from employer policies promoting employee education and skill development, particularly among entry-level and low-wage workers; • Reform federal and state policy around enabling and incentivizing such policies ; and

2 • 0 The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

• Align economic and workforce development and make workforce programs demand-driven through planning and coordination.

Innovation Fund : In order to create step-change improvement in pursuit of the program's goals, the Foundation supports the development, testing, and promotion of new ideas.

The Employment Program supports some cross-cutting efforts such as those that aim to improve workforce data collection and use, and city level strategies that would support progress on the program's overarching goal. Target metropolitan regions include Chicago, Indianapolis, and Minneapolis/St. Paul.

The program does not accept proposals to support direct-service programs.

ENVIRONMENT

Great Lakes : The Joyce Foundation will seek and support funding opportunities to protect and restore the Great Lakes by considering proposals at the local, state, regional, and national levels that address the following areas:

• The introduction and spread of aquatic invasive species in and around the Great Lakes Basin; • Polluted, non-point source runoff from agricultural lands and cities. Watershed-based investments related to reducing nonpoint source pollution will continue to focus on the Greater Milwaukee River Watersheds and the Western Lake Erie Basin. The use of green infrastructure as a way to better manage stormwater and reduce combined sewer overflows in urban areas; and • Funding of and support for Great Lakes restoration and protection policies. This includes implementation of the Great Lakes-St. Lawrence River Basin Water Resources Compact and Great Lakes Restoration Initiative related work. Support for state and regional work to defend and advance policies to protect and restore the Great Lakes with an emphasis on reducing polluted runoff from cities and farms, promoting the use of green infrastructure and making the case for maintained or increased state and federal investment in Great Lakes restoration.

Energy Efficiency : The Joyce Foundation will seek and support funding opportunities to put the Midwest on a path to adopt all energy efficiency measures that are cheaper than generating more power by 2020. Proposals will be considered for work at the local, state, regional and, on a very limited basis, national levels that address the following opportunities:

3 0 The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

• Leveraging state policies-including energy efficiency resource standards, smart grid deployment plans, and decoupling measures- to drive increased and more effectively targeted utility investments in building energy efficiency; and • Identifying, testing, and replicating the most effective building energy efficiency delivery models, whether those are focused at the community level, on a particular type of building, or a group of energy consumers with shared characteristics.

GUN VIOLENCE PREVENTION

Gun violence claims 30,000 persons in the United States every year, including lives lost in gun homicides, suicides, and accidental shootings. An additional 60,000 Americans are injured by guns annually. This public health and public safety crisis takes an enormous toll on families, and offends the right of all Americans to be safe in their communities. Evidence-based policies and practices that limit easy access to illegal firearms, and curb the lethality of firearms can help reduce gun deaths and injuries.

The Foundation supports local, state, regional, and national projects that:

• Advance state-based policy advocacy and organizing to secure effective gun violence prevention policies and practices; • Improve public engagement in support of effective gun violence prevention policies and practices; • Build effective coalitions to secure support for gun violence prevention policy reform among groups most impacted by gun violence; • Support Second Amendment legal strategies to uphold effective gun violence prevention policies and practices; and • Encourage policy-oriented research and data collection to support effective gun violence prevention policies and practices.

DEMOCRACY

The overriding goal of the Democracy Program is to preserve and strengthen those values and qualities that are the foundation of a healthy democratic political system: honesty, fairness, transparency, accountability, competition, and maximizing informed citizen participation. Accordingly, the Foundation seeks to create political cultures in Illinois, Michigan, Minnesota, Ohio and Wisconsin which make it possible for more citizens, not just those who are wealthy and well-connected, to run for public office; offer voters real candidate and policy choices at election time; protect voting rights; respect the independence and impartiality of the courts; guarantee the fairness and reliability of elections; and provide citizens with the information needed to make reasoned decisions.

4 0 # The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

To promote these ends, the Foundation supports organizations and coalitions in the Midwest that are willing and have the skills to:

• Contribute to the development and promotion of broad, multi-issue political reform agendas within the target states, including improvements in the laws and practices governing campaign finance, elections, government ethics, redistricting, lobbying, judicial selection, government openness, and local news coverage of government and politics • Engage in activities necessary for effective advocacy--policy research and development, public and policy-maker education, coalition-building, news media outreach, and participation in official proceedings, including litigation • Work collaboratively with other reform groups, academic and legal experts, and policy makers to advance shared goals within their states and across the region • Participate in activities designed to enhance their capacities in the areas of strategic planning, organizing, coalition-building, fund-raising, advocacy, and communications.

CULTURE

Promoting Access : To encourage mid-sized and major cultural institutions to increase the participation of people of color in their audiences, boards, and staff

Community -based arts : To strengthen the infrastructure and leadership of culturally-specific and community-based arts organizations.

Supporting Creativity : To stimulate the commissioning and production of new works that would be relevant to audiences of color, and support the artistic development of artists of color.

Innovation : To seek and test new ideas emerging in the arts field that heighten digital engagement, use compelling storytelling vehicles to relay the power of art and create partnerships outside of the typical art realm leading to diverse arts audiences.

SPECIAL OPPORTUNITIES

The Special Opportunities Program supports communications-oriented projects that enhance public understanding of the Foundation's issues, projects that bridge two or more of the Foundation's programs, or projects that reflect concern for social equity or regional cooperation.

5 0 0 The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

PRESIDENT'S DISCRETIONARY FUND

The President's Discretionary Fund is used to make small, expeditious grants that advance the Foundation's priorities, and to support other activities of interest to the Foundation. Competition for discretionary funds is very high.

HOW TO APPLY

The Joyce Foundation accepts grant inquiries throughout the year. Applicants should anticipate the application process to take approximately four to six months from the initial submission of the letter of inquiry to the receipt of funding.

When applying for financial support, grant seekers can expect a four- step application process:

1. Letter of Inquiry: The applicant submits a two- to three-page letter of inquiry to the appropriate program officer six to eight weeks before the proposal deadline. 2. Initial Review: The program officer reviews the letter of inquiry and determines whether or not the project fits within the Foundation's guidelines. o If the project does not fit within the guidelines, the program officer writes to the applicant declining the proposal. o If the project does fit within the guidelines, the program officer may invite the applicant to submit a full proposal. 3. Review and Recommendation: Once the program officer receives the full proposal, an internal review process begins. o If the proposal is not recommended for funding, the program officer sends the applicant a decline letter. o If the proposal is recommended for funding, the program officer prepares a recommendation for consideration by the Joyce Foundation's Board of Directors. 4. Board Action: The Joyce Foundation Board of Directors meets and votes on recommended grants. o If the proposal is not approved for funding, a letter is sent declining the proposed grant. o If the proposal is approved for funding, the program officer sends a grant contract to grantee.

Grant payments are normally made at the end of the month following the board meeting at which the funding decision was made.

6 0 • The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

Letters of Inquiry

Before submitting a formal proposal to the Foundation, prospective applicants should write a two- or three-page letter of inquiry outlining the proposed project to the appropriate program officer. The letter should describe the goals of the project, how it relates to the Foundation's interests, the target audience and beneficiaries, the estimated budget and duration, and plans for evaluation and dissemination of findings.

Letters of inquiry should be submitted at least six to eight weeks prior to the proposal deadline for a given grant cycle. Program officers endeavor to respond in a timely manner and to advance all grant proposals expeditiously. However, program officers have discretion in scheduling review of a proposal.

Formal Proposals

The proposal should include the following information:

• Application cover sheet; • Executive summary or overview (1-2 pages) that includes why this project is important, relevant, etc.; • Information on the project for which funding is requested, including the issue to be addressed, how the proposed project would address it, and plans for implementation, evaluation, and dissemination of findings; • Description of the organization , including its background, purpose, objectives, and experience in the area for which funds are sought; • Itemized project budget with narrative and proposed funding sources, amount of funds requested from Joyce, the proposed use, and the time period over which funds will be expended; • Names and qualifications of people involved in the project; • Board members , their titles, outside affiliations, and telephone numbers; • Organizational expenses and income for previous, current, and coming fiscal year; • Audited financial statements and Internal Revenue Service Form 990 plus attachments for the most recently completed fiscal year; • Internal Revenue Service verification that the organization is a 501(c)(3) tax exempt organization and qualifies as a public charity as defined in IRS Code section 509 (a)(1), (2), or (3). A copy of the IRS tax-exempt determination letter must accompany the proposal.

Electronic copies of grant proposal narratives and budgets (without attachments) should be sent to [email protected]. Microsoft

7 9 S The Joyce Foundation Form 990-PF - Attachment 19 36-6079185

Word documents are preferred. If you wish, feel free to copy your program officer.

Deadlines

Grant proposals are considered at meetings of the Foundation's Board of Directors in April, July, and December. Deadline dates are:

Proposal Deadline Board Meeting August 13, 2014 December 2014 December 3, 2014 April 2015

Applicants are strongly encouraged to plan their application and proposal submission process for the April or July meetings, since most grant funds will be distributed at those times. Artists and organizations interested in applying for Joyce Awards should contact [email protected] for special deadlines for the application process.

8 THE JOYCE FOUNDATION 36-6079185

FORM 990-PF, PART XVI-A - ANALYSIS OF OTHER REVENUE ATTACHMENT 20

BUSINESS EXCLUSION RELATED OR EXEMPT DESCRIPTION CODE AMOUNT CODE AMOUNT FUNCTION INCOME

PARTNERSHIP INCOME 523000 -274,294. 14 5,232,771.

TOTALS -274,294. 5,232,771. 0

ATTACHMENT 20 1846CU 701R 10/3/2014 12:21:49 PM V 13-7.1F PAGE 36 0 •

THE JOYCE FOUNDATION 36-6079185 2013 - 990-PF Part XV, Lines 3(a) and 3 (b)

Unpaid 2013 2013 2013 Unpaid Category 12/31 / 2012 Grants Approved Recissions Grants Paid 12/31/2013

CULTURE $897,500 $1,054,600 ($50,000) ($1,792,100) $110,000

EDUCATION $942,593 $11,591,002 $0 ($7,484,711) $5,048,884

EMPLOYMENT $3,647,637 $5,450,500 $0 ($6,383,137) $2,715,000

ENVIRONMENT $4,396,470 $6,115,189 $0 ($7,524,659) $2,987,000

GUN VIOLENCE PREVENTION $425,000 $2,761,843 $0 ($2,776,843) $410,000

GUN VIOLENCE INITIATIVE $0 $863,500 $0 ($863,500) $0

ILLEGAL GUN INITIATIVES $984,023 $1,034,033 $0 ($1,926,500) $91,556

SPECIAL OPPORTUNITIES $502,351 $3,440,500 ($20,000) ($3,437,851) $485,000

DEMOCRACY $290,000 $3,110,000 ($170,858) ($2,725,809) $503,333

EMPLOYEE MATCHING $0 $40,910 $0 ($40,910) $0

MEMBERSHIP GRANTS $0 $125,717 $0 ($125,717) $0

TOTAL $12, 085,574 $35 , 587,794 ($240,858 ) ($35,081 ,737) $12 ,350,773 Schedule of Appropriations and Payments, by Program Area Fiscal Year 2013 12131/2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andior Purpose Tax Status 2013 2013 2013 2013 2013 Culture 3Arts PC $0.00 $20,000.00 $0.00 $10,000.00 $10,000.00 180 North Michigan, Suite 305 Chicago, IL 60601 for 3A P, an online crowdfunding program $20,000.00 2013 Alliance of Artists Communities PC $62,500.00 $0.00 $0.00 $62,500.00 $0.00 • 255 South Main Street Providence, RI 02903 for continued support ofthe Midwestern Yokes and Visions project. The grant continues the program launched between the Joyce Foundation and the Alliance in 2006 that increases minority artists' participation at Midwestern artist residence spaces. $200,000.00 2011 The Art Institute of Chicago PC $0.00 $17,100.00 $0.00 $17,100.00 $0.00 I I 1 South Michigan Avenue Chicago, IL 60603 For support ofPL URAL: A Report on the Support Systems and Needs of Culturally Specifrec Arts Organizations in the United States and Canada. n $17,100.00 2013

1 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recip ie nt andlor Pu rp ose Tax Status 2013 2013 2013 2013 201 3 Arts & Business Council of Chicago PC $000 $35,000.00 $0.00 $35,000.00 $0.00 70 East Lake Street, Suite 1200 Chicago, IL 60601-5907 To strengthen and diversify Chicago's cultural sector through its On BOARD and Business Volunteers for the Arts programs.

$35,000.00 2013 Asian Improv aRts Midwest PC $30,000.00 $0.00 $0.00 $30,000.00 $0.00 • c/o JASC 4427 North Clark Street Chicago, IL 60640 For continued support oforganizational capacity building and the implementation of initiatives andprogram enhancements to reach a broader audience. $60,000.00 2012 Audience Architects PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 70 East Lake Street, Suite 1200 Chicago, IL 60601 To hire a community engagement manager, bolster the board's development and diversification project, and host a discussion series about diversity and dance.

$30,000.00 • 2013

2 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Black Ensemble Theater Corporation PC $75,000.00 $0.00 $0.00 $75,000.00 $0.00 4450 North Clark Street Chicago, IL 60640 for continuedfinding ofthe general manager position. $150,000.00 2012

Chicago Artists' Coalition PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 217 North Carpenter Street Chicago, IL 60607 • to support audience diversity initiatives through strategic development ofthe Chicago Artist Resource website and programming. $30,000.00 2013

Chicago Cultural Alliance PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 70 East Lake Street, Suite 1200 Chicago, IL 60601 For support ofthe new Experience Chicago program.

$50,000.00 2013

Chicago Jazz Philharmonic PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 1111 North Wells Street, Suite 501 Chicago, IL 60610 • For capacity development and performance production $30,000.00 2013

3 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Chicago Sinfonietta Inc. PC $87,500.00 $0.00 $000 $87,500.00 $0.00 70 East Lake Street, Suite 226 Chicago, IL 60601 to support audience development and engagement, infrastructure and board development, and the Project lnclusron p rogrrnm S 175,000.00 2012 Chicago Theatre Group Inc. PC $150,000.00 50.00 $0.00 $ 150,00000 $0.00 Goodman Theatre Center E 170 North Dearborn Street Chicago, IL 60601-3205 to support artistic development and diversity initiatives. $300,000.00 2012 The Chinese Fine Arts Society PC S0.00 $25,000.00 $0.00 S25,000.00 $0.00 Sherwood Conservatory Building 1312 South Michigan Avenue Chicago, IL 60605 For a co runny engagement pilot and staffsupport $25,000.00 2013

City of Chicago Department of Cultural PC $0.00 $35,000.00 $0.00 $35,000.00 $0.00 Affairs and Special Events 78 East Washington Street J Chicago, IL 60602 To support for the 2013 Made in Chicago World Class Jags Concert Series. $35,000.00 2013

4 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Cleveland Modern Dance Association PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 131 10 Shaker Square, Suite 106 Cleveland, OH 44120-2381 To commission a new multimedia dancework, "Black Girl" by Camille A. Brown. $50,000.00 2013 Columbia College Chicago PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 600 South Michigan Avenue • Chicago, IL 60605 To support RISK. Empathy, Art, and Social Practice. $25,000.00 2013

Congo Square Theatre Company PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 2936 North Southport Avenue, Suite 210 Chicago, IL 60657 For salary support ofthe executive director and marketing!public relations associate. $30,000.00 2013 Court Theatre Fund PC $0.00 $75, 000.00 $0 .00 $75 ,000.00 $0.00 5535 South Ellis Chicago, IL 60637 For renewed support o'the artist residency of Ron OJ Parson. • $75,000.00 2013

5 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 EMBARC Inc. PC $0.00 $35,000.00 $0.00 $35,000.00 $0.00 P.O. Box 221450 Chicago, IL 60622 To support thefirst paid executive director position. $35,000.00 2013 Gilloury Institute PC $50,000.00 $0.00 $0.00 $50,000.00 $0.00 Silk Road Rising 6 East Monroe Street, Suite 801 Chicago, IL 60603 • To strengthen organizational capacity through funding the positions of artistic director and executive director, implementation ofa new strategic direction, and continuing online arts engagement initiatives. $100,000.00 2012 Grantmakers in the Arts PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 4055 21st Avenue West, Suite 100 Seattle, WA 98199-1247 To renew supportfor the 2013 annual conference $10,000.00 2013 Guthrie Theatre Foundation PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 818 South 2nd Street Minneapolis, MN 55415 To commission Pulitzer Prize-whning playwright Lynn Nottagefor a new work entitled Reading Play. $50,000.00 2013

6 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Hyde Park Art Center PC $40,000.00 $0.00 $0.00 $40,000.00 $0.00 5020 South Cornell Avenue Chicago, IL 60615 to further engage participants ofcolor.

$80,000.00 2012 Illinois Arts Alliance Foundation PC $0.00 $20,000.00 $0.00 $20,000.00 $0.00 70 East Lake Street, Suite 420 Chicago, IL 60601 to create expanded opportunitiesfor arts i administrators of color, and stafand board members from ethnic arts institutions in Illinois, to lead and participate in the 2013 One State conference. $20,000 00 2013 Illinois Humanities Council PC $0.00 $20,000.00 $0.00 $20,000.00 $0.00 17 North State Street , Suite 1400 Chicago, IL 60602-3296 To support Public Square programs, which feature theater, spoken word, dance, comedy, and storytelling as springboards for community conversations. $20,000.00 2013 Indiana Arts Commission PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 • 100 North Senate Avenue, Roon,N505 Indianapolis, IN 46204 To fund the 2013 Tri-State Diversity Colloquium and Consultancy $10,000.00 2013

7 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 - 2013 2013 2013 2013 International Latino Cultural Center of PC $0.00 $100,000.00 $0.00 $50,000.00 $50,000.00 Chicago 676 North LaSalle Street, Suite 520 Chicago, IL 60654 for multiyear support ofthe Latrno Music Festival Recommended amount is less than requested to conserve dollars in the Culture Program budget. $100,000.00 2013

The Jazz Institute of Chicago, Inc. PC $0.00 $20,000.00 $0.00 $20,000.00 $0.00 • 410 South Michigan, Suite 500 Chicago, IL 60605 To document its 45year history in Chicago's jazz community wish an aim to use these stories to launch nsfirst mafor donor campaign, strengthen board capacity, and expand audience. $20,000.00 2013

Ma'at Production Association of Afrikan PC $30,000.00 $0.00 $0.00 $30,000.00 $0.00 Centered Theatre (MPAACT) P.O. Box 10039 Chicago, IL 60610 For continued salary support ofits executive director as it creates more sustainable sources offendingfor personnel. $60,000.00 • 2012

B Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2 013 2013 2013 20 1 3 2013 National Museum of Mexican Art PC $75,000.00 $0.00 $0.00 $75,000.00 $0.00 1852 West 19th Street Chicago, IL 60608-2706 to continue support of capacity-building strategies $150,000.00 2012 Muntu Dance Theatre PC $25,000.00 $0.00 $0.00 $25,000.00 $0.00 1809 East 71st Street, Suite 203 Chicago, IL 60649 to support staffsalaries. • $50,000.00 2012 Old Town School of Folk Music PC $40,000.00 $0.00 $0.00 $40,000.00 $0.00 4544 North Lincoln Avenue Chicago, IL 60625 to support the continued evolution ofthe School 's Cultural Heritage Project. $80,000.00 2012 Pillsbury United Communities PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 3501 Chicago Avenue South Minneapolis , MN 55412 To commission a new work by playwright Tracey Scott Wilson, $50,000.00 2013

9 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 20 1 3 2013 National Public Housing Museum PC $0.00 $8,500.00 $0.00 $8,500.00 $0.00 & The Center for the Study of Housing & Society University of Illinois at Chicago 750 South Halsted Street, Suite 843, MC 117 Chicago, IL 60607 To support the "Afternoon of Good Times" benefit honoring Commissioner Michelle T. Boone. $8,500.00 2013 • Puerto Rican Arts Alliance PC $60,000.00 $0.00 $0.00 $60,000.00 $0 00 3000 N Elbridge Ave Chicago, IL 60618 To support continued capacity building in the areas of resource development, marketing/branding, staff/board development, and audience development.

$120,000.00 2012 Sphinx Organization , Inc. PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 400 Renaissance Center, Suite 2550 Detroit, MI 48243 To -commission a new workfor string quartet by the young African American composer Jessie Montgomery. $50,000.00 • 2013

10 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Steppenwolf Theater Co. PC $62,500.00 $0.00 $0.00 $62,500.00 $0.00 758 West North Avenue, 4th Floor Chicago, IL 60610 for con!inued support ofthe Multicultural Fellowship program $125,000.00 2012 Teatro Vista Theatre with A View PC $0.00 $100,000.00 $0.00 $50,000.00 $50,000.00 2936 North Southport, Suite 210 Chicago, IL 60657 to support programs and strengthen • organizational capacity. $100,000.00 2013 Theatre Communications Group PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 520 8th Avenue , 24th Floor New York, NY 10018 for the expansion of the Young Leaders of Color program aimed at changing both the careers ofyoung art leaders ofcolor and the theaterfield as a whole. $30,000.00 2013 Theatre Communications Group PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 520,8th Avenue, 24th Floor New York, NY 10018 To support the publication of The Happiest Song Plays Last by playwright and 2009 • Joyce Award winner Quiara Alegria Nudes. $10,000.00 2013

11 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 The University of Chicago Division of the PC $0.00 $40,000 00 $0.00 $40,000.00 $0.00 Humanities 1115 East 58th Street, Walker Suite 213 Chicago, IL 60637 To support the thirdyear ofthe Southside Arts and Humanities Network's board leadership series. $40,000.00 2013 The University of Chicago PC $0.00 $29,000.00 $0.00 $29,000.00 $0.00 • 6030 South Ellis Avenue, Room 114 Chicago, IL 60637 for its Cultural Policy Center to help identify the key challenges currentlyfacing Chicago arts organizations and to propose a research agenda that will best serve the Information needs ofarts organizations in our community. $29,000.00 2013 Victory Gardens Theater PC $60,000.00 $0.00 $0.00 $60,000.00 $0.00 2445 North Lincoln Avenue Chicago, IL 60614 To support organizational transformation and capacity building under the leadership ofnew Artistic Director Chay Yew. $120,000.00 2012 •

Young Chicago Authors PC $0.00 $20,000.00 $0.00 $20,000.00 $0.00 1180 North Milwaukee Avenue, 2nd Floor Chicago, IL 60642 To support the Artist Cultivation Program.

$20,000.00 2013

12 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Total Culture (44 items) $897,500.00 $1,054,600.00 -50 , 000 $1,792,100. 00 $110,000.00 Democracy Asian Americans Advancing Justice- PC $0.00 $55,000.00 $0.00 $55,000.00 $0.00 Chicago 4753 North Broadway, Suite 502 Chicago, IL 60640 For the development of a multiyear, multi-issue plan on advancing political reform in Illinois with four other constituent-based organizations. • $55,000.00 2013 Business and Professional People for the PC $0.00 $175,000.00 $0.00 $175,00 0.00 $0.00 Public Interest 25 East Washington Street, Suite 1515 Chicago, IL 60602 to help Its program, CHANGE Illinois I, build organizational capacity and raise public awareness on redistricting and reforming the electoral system. $175,000.00 2013 The Campaign Legal Center PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 215 E Street, NE Washington, DC 20002 to engage in a broad-based litigation strategy to hold the line on existing C reasonable campaign finance laws, while at the same time employing the above-described strategy to develop a newjurisprudence based on equal participation $100,000.00 2013

13 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Rec ipient andtor Purpose Tax Status 2013 2013 2013 2013 20-13 Center for Community Change PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 1536 U Street, NW Washington , DC 20009 for the development of an "Illinors Next Generation Leadership Agenda "pilot project. $150,000.00 2013 Chicago Lawyers ' Committee for Civil PC $0.00 $95,000.00 $0.00 $95,000.00 $0.00 Rights Under Law, Inc. 100 North LaSalle Street, Suite 600 • Chicago, IL 60602-2403 To support the Voting Rights Project. $95,000.00 2013 Citizen Advocacy Center PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 182 North York Street Elmhurst, IL 60126 for work to promote alternative electoral systems. $50,000.00 2013 Common Cause Education Fund PC $0.00 $250,000.00 $0.00 $250,000.00 $0.00 1133 19th Street NW, 9th Floor Washington, DC 20036 For membership development andpublic education on redistricting, election administration, andjudicial independence • in Illinois, Ohio, Michigan, Minnesota, and Wisconsin. $250,000.00 2013

14 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Rec ipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 FairVote Minnesota Foundation PC 9;0.00 $100,000.00 $0.00 $100,000.00 $0.00 P.O. Box 19440 Minneapolis, MN 55149-0440 For public education to promote ranked choice voting in Minnesota to be structured as an initial payment of$50, 000 and a dollar-for-dollar match up to $50, 000from new sources raised by December 31, 2013.

$100,000.00 2013 • Illinois Campaign for Political Reform PC $ 175,000.00 $0.00 -$170,858.00 $4,142.00 $ 0.00 325 West Huron, Suite 706 Chicago, IL 60654 To support the Midwest Democracy Network in order to coordinate a multi-stale political reform agenda and build a sustainable organization. $179,142.00 2012 Illinois Campaign for Political Reform PC $0.00 $75,000.00 $0.00 $75,000.00 $0.00 325 West Huron, Suite 706 Chicago, IL 60654 For support to merge with another organization. $75,000.00 2013 •

15 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Justice at Stake PC $75,000.00 $0.00 $0.00 $75,000.00 $0.00 717 D Street N.W., Suite 203 Washington, DC 20004 To build on its work to keep Midwest courts fair and independent by insulating them from political pressure through public education and reform $350,000.00 2012

League of Women Voters of Ohio PC $0.00 $75,000.00 $0.00 $75,000.00 $0.00 • Education Fund 17 South High Street, Suite 650 Columbus, OH 43215 For its advocacy and public education work onjudicial independence and election administration. $75,000.00 2013

League of Women Voters of Wisconsin PC $0.00 $120,000.00 $0.00 $60,000.00 $60,000.00 Education Network 612 West Main Street, Suite 200 Madison, WI 53703-2500 to continue its work on developing and promoting a reform agenda that includes redistricting, judicial independence, and voting rights. $120,000.00 2013 •

16 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Mexican American Legal Defense and PC $0.00 $95,000.00 $0.00 $95,000.00 $0.00 Educational Fund 634 South Spring Street, 11th Floor Los Angeles, CA 90014 for project support to enable MALDEF to advance reforms for more equitable political access for Latinos in Illinois and the Great Lakes area. $95,000.00 2013

Michigan Campaign Finance Network PC $0.00 $160,000.00 $0.00 $80,000.00 $80,000.00 • 600 West St. Joseph Street, Suite 3G Lansing. Ml 48933 to support its campaignfinance research, analysis, and public education efforts.

$160,000.00 2013

Minnesota Community Action Association PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 Resource Fund 100 Empire Drive, Suite 202 St. Paul, MN 55103 For a public education program on judicial selection in Minnesota. $100,000.00 2013

17 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Minnesota Council of Nonprofits Inc. PC $0.00 $110,000.00 $0.00 $110,000.00 $0.00 2314 University Avenue West, Suite 20 St. Paul, MN 55114 For convening a multi-organization, multi-issue planning group to develop a strategic and coordinated approach to slren.thening democracy in Minnesota.

$110,000.00 2013

National Association of Latino Elected PC $0.00 $200,000.00 $0.00 $66,667.00 $133,333.00 • Officials Educational Fund 1122 West Washington Boulevard, Third Floor Los Angeles, CA 90015 to develop a political reform agenda for Latinos in the Great Lakes region. $200,000.00 2013

Bipartisan Policy Center Inc. PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 1225 Eye Street N W, Suite 1000 Washington, DC 20005 to support redistricting and modernizing election administration in Ohio $150,000.00 2013

The FEW Charitable Trusts PC $0.00 $400,000.00 $0.00 $220,000.00 $180,000.00 • 901 E Street, N W, 10th Floor Washington, DC 20004-2008 To support efforts to modernize voter registration systems in Illinois and Ohio.

$400,000.00 2013

18 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purp ose Tax Status 2013 2013 2013 2013 2013 Proteus Fund Inc. PC $0.00 $100,000.00 $0.00 $50,000.00 $50,000.00 15 Research Drive, Suite B Amherst, MA 01002 To increase the communications capacity offair courts and money in politics reform organizations in the Great Lakes region.

$100,000.00 2013 The Franklin And Eleanor Roosevelt PC $0.00 $190,000.00 $0.00 $190,000.00 $0.00 • Institute 570 Lexington Avenue, 5th Floor New York, NY 10022 To support the Government By and For Millennial America initiative. $190,000.00 2013 State Voices PC $0.00 $95,000.00 $0.00 $95,000.00 $0.00 500 Griswold Street, Suite 2850 Detroit, Ml 48226 to develop a strategic progressive community plan fcr increasing and erpanding democracy and civic engagement in Ohio $95,000.00 2013 State Voices PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 500 Griswold Street, Suite 2850 • Detroit, MI 43226 For two convenings ofJoyce grantees in the Democracy, Gun Violence Prevention and Environment Programs $50,000.00 2013

19 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Pu rpose Tax Status 2013 2013 2013 2013 2013 The UpTake Institute PC $0.00 $105,000.00 $0.00 $105,000.00 $0.00 213 E Fourth Street Suite 417 St Paul, MN 55101 TheUpTake. org is requesting infunding to conduct a social media and on-line video education campaign about Ranked Choice Voting (RCY) and how it played out in she Minneapolis mayoral race. $105,000.00 2013 • William J. Brennan Jr. Center for Justice PC $40,000.00 $0.00 $0.00 $40,000.00 $0.00 161 Avenue of the Americas, 12th Floor New York, NY 10013 For its Midwest policy and legal work in the areas ofredistricting, campaign finance, fair courts, and voting rights.

$455,000.00 2012 Wisconsin Voices PC $0.00 $110,000.00 $0.00 5110,000.00 $0.00 633 West Wisconsin Avenue, Suite 1930 Milwaukee, W153203 to support the Our Democracy 2020 program, an innovative long-term strategy aimed at building a youth-led movement that reclaims and aligns our democracy with the interests and policy objectives of • Wisconsin 's Rising American Electorate (RAE). $110,000.00 2013 Total Democracy (27 items) $ 290000.00 $3,110,000.00 -$170,858.00 $2,725,809.00 $503,333. 00

20 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Education

SOCAN PC $0.00 $200,000.00 $0.00 $200,000.00 $0.00 115 East 23rd Street, 3rd Floor New York, NY 10010 To support the 2014 teacher quality-related advocacy activities of MinnCAN, its Minnesota office $200,000.00 2013 Advance Illinois PC $0.00 $1,050,000.00 $0.00 $550,000.00 $500,000.00 • 50 East Washington Street, Suite 410 Chicago, 1L 60602 to provide general support to Advance Illinois to continue its statepolicy advocacy and leadership in Illinois' education community $1,050,000.00 2013

American Enterprise Institute for Public PC $0.00 $180,550 00. $0.00 $180,550.00 $0.00 Policy Research 1150 17th Street, N.W. Washington , DC 20036 to support its efforts to iiform the next generation ofK-12 education human capital policymaking and research. $180,550.00 2013 •

21 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipien t and/or Purpose Tax Status 2013 2013 201 3 2013 2013 The Aspen Institute Inc: PC S0.00 $500,000.00 $0.00 $250,000.00 $250,000.00 1 Dupont Circle, N.W., Suite 700 Washington, DC 20036 To support the development ofpolicies to help states and districts align teacher evaluation and Common Core implementation, develop teacher leadership models, and establish cultures ofconti urous improvement $500,000.00 2013 C7A Bellwether Education Partners PC $0.00 $272,500.00 $0.00 $272,500.00 $0.00 37 Royalston Rd Wellesley, MA 02481 To support expansion of its work on teacher pension reform issues through key policy reports and the engagement of teachers and other education reform stakeholders. $272,500.00 2013 Carnegie Foundation for the Advancement EOF SO 00 $370,243.00 $0.00 $242,000 00 S128,243.00 of Teaching 51 Vista Lane Stanford, CA 94305 to support research, analysis, and communications to ensure that the next Ci wave ofteacher evaluation systems lead to the improvement ofteachers and teaching

$370,243.00 2013

22 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 201 3 2013 Center for American Progress PC $0.00 $300,000.00 $0.00 $150,000.00 $150,000.00 1333 H Street, NW, 10th Floor Washington, DC 20005 To support development and advancement ofpolicy changes that support improvements in human capital systems that align with other reforms in teaching and learning and tackle inherent inequities in the system. $300,000.00 2013 • Charter School Partners PC $0 00 $75,000.00 $0.00 $75,000.00 $0.00 2800 University Avenue S.E, Suite 201 Minneapolis , MN 55414 to support the launch ofa parent engagement initiative as part ofthe organization 's Charters 2.0 state advocacy strategy $75,000.00 2013

The Chicago Public Education Fund PC $0.00 $500,000.00 $0.00 $250,000.00 $250,000.00 200 West Adams Street , Suite 2150 Chicago, IL 60606 To provide support and programming to assist Chicago Public Schools ' efforts to grow the number ofhigh-quality principals in the district along with other human capital projects $500,000.00 2013

23 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Community Renewal Society PC $0.00 $90,000.00 $0.00 $90,000.00 $0.00 11 West Jackson, Suite 820 Chicago, IL 60604 To support the reporting and analysis of Catalyst Chicago. $90,000.00 2013

Editorial Projects in Education PC $0.00 $275,000.00 $0.00 $150,000.00 S 125,000.00 6935 Arlington Road, Suite 100 Bethesda, MD 20814 To underwrite news coverage ofteacher • quality-related policy in Education Week, on edweek.org, and on the Teacher website

$275,000.00 2013

Education Pioneers PC S100,712.00 $0.00 $0.00 $100,712.00 $0.00 1625 Clay Street, Suite 300 Oakland, CA 94612 for continued support to increase the number ofhigh-quality leaders working on critical education policy projects in Chicago and throughout the state, $200,000.00 2012 Education Reform Now PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 928 Broadway, Suite 505 New York, NY 10010 • To support its engagement ofcommunity andfaith leaders, elected officials, and youth on issues related to the needfor high-quality school options in Chicago $150,000.00 2013

24 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 The Education Trust PC $0.00 $626,000.00 $0.00 $313,000.00 $313,000.00 1250 H Street, NW, Suite 700 Washington, DC 20005 To support efforts that build and expand on teacher effectiveness and education equity work previously supported by the Foundation $626,000.00 2013

EducationCounsel LLC NC $0 .00 $200,000.00 $0 . 00 $200 , 000.00 $0.00 • 101 Constitution Avenue, NW, Suite 900 Washington, DC 20001 To assist Illinois and Minnesota in developing and implementing new, high-quality systems ofteacher evaluation through the Teacher and Leader Effectiveness Multi-State Network $200,000.00 2013 Erikson Institute PC $0.00 $450,000.00 $0.00 $225,000.00 $225,000.00 451 North LaSalle Street Chicago, IL 60654 For continued support of its work to improve the effectiveness ofearly grade teachers In high-need Chicago schools with the goal ofensuring that children can read well by third grade • $450,000.00 2013

25 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 GreatSchools PC $0.00 $200,000.00 $0.00 $100,000.00 $100,000.00 160 Spear Street, Suite 1020 San Francisco, CA 94105 to educate parents about school options in Indianapolis and drive dewandfor high-quality schools, including charters.

$200,000.00 2013 Illinois Network of Charter Schools PC $0.00 $700,000.00 $0 . 00 $350,000.00 $350,000.00 • 205 West Randolph Street, Suite 1340 Chicago, IL 60606 to support Its policy and advocacy efforts to increase the demandfor high -quality school options in communities and establish optimal conditions and standards for charter schools to raise student achievement $700,000.00 2013 Latino Policy Forum PC $0.00 $250,000.00 $0.00 $250,000.00 $0.00 180 North Michigan Avenue, Suite 1250 Chicago, IL 60601 to strengthen state policies that impact early reading experiences for students across Illinois, particularly English language learners. • $250,000.00 2013

26 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 The Mind Trust Inc. Sol $000 $162,500.00 $0.00 $162,500 00 $0.00 1630 North Meridian Street, Suite 330 Indianapolis, IN 46202 To develop strategiesfor accessing and financing charter schoolfrci(uies. S162,50000 2013

National Center on Time and Learning PC $0 00 S115.000.00 $000 5115,000.00 $000 24 School Street 3rd Floor Boston, MA 02108 to support the completion ofthe Tune for • Teachers report highlighting how expanded school daps can be leveraged to strengthern instruction. $115,000.00 2013

National Council on Teacher Quality PC $200,000.00 50,00 50.00 $200,000.00 $0.00 1 120 G Street, N W, Suite 800 Washington, DC 20005 To support the research and of the 2013 and 2014 State Teacher Palic3r 1'earbo'k and two convenirigs o/senior state officials, which would include personnelfrom our priority stales, based on data from the Yearbook $400,000.00 2012 •

27 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 New Teacher Center PC $376,060.00 $0.00 $0 00 $376,060.00 $0.00 725 Front Street, Suite 400 Santa Cruz, CA 95060 To (1) strengthen evaluation policies, systems, and data to support teacher and principal development in Illinois, Indiana, and Michigan and (2) create a strategic infrastructure to support new and struggling teachers within Chicago Public... $751,282.00 • 2012 The New Teacher Project Inc. PC $0.00 $170,000.00 $0.00 $170,000.00 $0.00 186 Joralemon Street, Suite 300 Brooklyn, NY 11201 To continue its work with Minneapolis Public Schools to provide consulting and technical assistance around the design, implementation, integration, and support ofthe new district-wide educator evaluation system. $170,000.00 2013 The New Teacher Project Inc. PC $0.00 $800,000.00 $0.00 $0.00 $800,000.00 186 Joralemon Street, Suite 300 Brooklyn, NY 11201 To provide support for its work in Chicago, Indianapolis, and Minneapolis to leverage • new teacher evaluation systems for professional growth and retention of highly effective educators . $800,000.00 2013

28 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Ounce of Prevention Fund PC $100,000.00 $0.00 $0.00 $100,000.00 $0.00 33 West Monroe, Suite 2400 Chicago, IL 60603-5400 to support policy reform efforts to ensure that Illinois's education system promotes students' reading achievement by third grade through strengthening support far teacher training and effectiveness and improving measurements ofstudent perf..

$200,000.00 2012 •

The PIE Network PC $0.00 $300,000.00 $0.00 $150,000.00 $150,000.00 1 10 N. 5th Street Suite 410 Minneapolis, MN 55403 To build the capacity ofAfichvest-based education advocacy organizations to develop and implement state policies and reform initiatives. $300,000.00 2013 Public Impact NC $0.00 $222,100.00 $0.00 $222,100.00 $0.00 504 Dogwood Drive Chapel Hill, NC 27516 To support publications, engagement, and dissemination to promote policies that support the creation of an "Opportunity Culture"where high-quality teachers reach • more students and have access to, new instructional roles. $222,100.00 2013

29 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Board of Trustees of Southern Illinois PC $0.00 51 58.086,00 $000 $84,000.00 $74,086.00 University Illinois Education Research Council Box 1064 Edwardsville, IL 62026-1064 to support the Illinois Education Research Council's analysis ofcharter school human resource ntanageinen,'. $158,086.00 2013 Stand for Children Leadership Center PC $0.00 $450,000.00 $0.00 $450,000 00 50.00 • 1732 NW Quimby St. Suite 200 Portland . OR 97209 to support education rgfowu ad'ocacy and parent outreach in Il(inorr and Indiana Recommendedfunding is less than the requested amount to align the grant with progrrnu priorities. $450,000.00 2013

Stanford University PC S0.00 $50,000.00 $0.00 $5 0,000.00 $0 00 434 Galvcz Mall Stanford, CA 94305 To support research cn charter school sector peiforunance in Illinois $50,000.00, 2013 •

30 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Teach Plus PC $0.00 $500,000.00 $0.00 $250,000.00 $250,000.00 27-43 Wormwood St Tower Point Suite 410 Boston , MA 02210 to support the implementation ofpolicv changes through teacher-led activities and increase teacher retention through educator leadership opportunities. $500,000.00 2013 Teachers College, Columbia University PC $139,408.00 $0.00 $0.00 $139,408.00 $0.00 • 525 West 120th Street, Box 306 New York, NY 10027 for its Hechinger Institute on Education and the Media to support media coverage ofteacher effectiveness and other innovations in Illinois, Indiana, and Minnesota. $275,000.00 2012 The Thomas B. Fordham Institute PC $0.00 $148,000.00 $000 $30,000.00 $118,000.00 1016 16th Street, NW, Eighth Floor Washington , DC 20036 to conduct a state-by-state comparison of how effective each state has been at managing its teacher pension system and increasing pension costs. $146,000.00 • 2013

31 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purp ose Tax Status 2013 2013 2013 2013 201 3 The University of Chicago Consortium on PC $0.00 $437,731.00 $0.00 $162,232.00 $275,499.00 Chicago School Research 1313 East 60th Street Chicago, IL 60637 To study REACH Students, Chicago's new teacher evaluation system. $437,731.00 2013 University of Illinois at Chicago PC $26,413.00 $0.00 $0.00 $0.00 $26,413.00 1040 West Harrison • M/C 147 Room 3404 Chicago, IL 60607-7133 To conduct an analysis ofalternative certification programs in Chicago. $434,500.00 2004 Regents of the University of Minnesota PC $0.00 $230,150.00 $0.00 $172,613.00 $57,537.00 College of Education and Human Development 1954 Buford Avenue, Suite 425 St. Paul, MN 55108 For its Centerfor Applied Research and Educational Improvement at the University ofMinnesota-Twin Cities for a study ofthe 2013-2014 pilot ofthe Minnesota State Teacher Development, Evaluation, and • Peer Support Model. $230,150.00 2013

32 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recip ient and/or Purpose Tax Status 2013 2013 20 13 20 13 201 3 University of Washington PC $0.00 $250,000.00 $0.00 $250,000.00 $0.00 Center on Reinventing Public Education 425 Pontius Avenue N, 11410 Seattle. WA 98105 To support the Centerfor Reinventing Public Education's Portfolio School District Network activities S250,000.00 2013 WestEd PC $0.00 $1,208,142.00 $0.00 $302,036.00 $906,106.00 730 Harrison Street • San Francisco, CA 94107-1242 to support its training ofregional Certified Coach Trainers as part ofscalrng the impleure tatlon of the Kindergarten Individual Development Survey (KIDS) in Illinois to support earl)' literacy Instruction $1,208,142.00 2013 Total Education (39 items) S942,59300 51 1,591.002.00 $0.00 $7,484,711.00 $5.048.834.00 Employee Matching The Joyce Foundation Employee PC $0.00 $40,910.00 $0.00 S40,910.00 $0.00 Matching Grants Program 321 N Clark Street Suite 1500 Chicago, IL 60654 • The Joyce Foundation Employee Matching Grans Program. $40,910.00 2013

Total Employee Matching (1 item) SO 00 $40,910.00 $0.00 $40,910 00 $000

33 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Employment

Abt Associates Inc. NC $0.00 $20,000.00 $0.00 S20,000.00 $0.00 4550 Montgomery Avenue, Suite 800 North Bethesda , MD 20814-5341 To support a career pathways research conference. $20,000.00 2013

ACT Foundation SO I S0.00 $150,000.00 $0.00 $150,000.00 50.00 3267 Bee Cave Road, Suite #107-84 Austin, TX 78746-6700 0 To launch the National Network of Business and Indust), Associations in partnership with the Business Roundtable. $150,000.00 2013

American Association of Community PC 50.00 S135,000.00 $0.00 S45,000.00 $90,000.00 Colleges One Dupont Circle NW, Suite 410 Washington , DC 20036 To support a strategic partnership with Skdls,for America's Future to expand effieclive indusliy -conru niiy college training partnerships S 135,000.00 2013

The Aspen Institute Inc. PC $500,000.00 $0.00 $0.00 $500,000.00 $0.00 0 I Dupont Circle, N.W., Suite 700 Washington , DC 20036 for continued support'for the Aspen Prize for Community College £ cellence. $1,000,000 00 2012

34 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 The Aspen Institute Inc. PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 1 Dupont Circle, N.W., Suite 700 Washington, DC 20036 to support Skills for America's Future.

$100,000.00 2013 Brandon Roberts + Associates NC $183,000.00 $0.00 $0.00 $183,000.00 $0.00 4818 Drummond Avenue Chevy Chase, MD 20815 for continuedfunding ofthe Working Poor • Families Project. $366,000.00 2012 Brandon Roberts + Associates NC $0.00 $150,000.00 $0.00 $75,000.00 $75,000.00 4818 Drummond Avenue Chevy Chase, MD 20815 to document thefinal outcomesfrom The three Shrfiin. Gears continuation states.

$150,000.00 2013 Business Roundtable NC $0.00 $35,000.00 $0.00 $35,000.00 $0.00 300 New Jersey Avenue NW, Suite 800 Washington, DC 20001 to suppport increased efforts to inform and accelerate much needed reforms on workforce development. • $35,000.00 2013

35 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Center for Energy Workforce PC $65,000.00 $0.00 $0.00 $65,000.00 $0.00 Development 701 Pennsylvania Avenue N.W., 3rd floor Washington , DC 20004-2696 To build the capacity and sustainability of energy industry workforce consortia in the six Joyce states. $225,000.00 2012 Center for Labor and Community PC $75,000.00 $0.00 $0.00 $75,000.00 $0.00 • Research 3411 West Diversey, Room 10 Chicago, IL 60647 To advocatefor expanded and improved advanced manufacturing ivorkforce development in the Chicago area, and to support expansion ofsuch work beyond the Chicago area. $150,000.00 2012

Center for Law and Social Policy PC $250,000.00 $0.00 $0.00 $250,000.00 $0.00 1200 18th Street NW Suite 200 Washington , DC 20036 to support federal policy advocacy on workforce and education Issues affecting low-income adults and related communications efforts. • $500,000.00 2012

36 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Center for Law and Social Policy PC $0.00 $48,000.00 $0.00 $48,000.00 $0.00 1200 18th Street NW Suite 200 Washington, DC 20036 To design andfacilitate a cross-site meeting ofthe three Shifting Gears teams. $48,000.00 2013 Chicago Community Foundation PC $0.00 $400,000.00 $0.00 $200,000.00 $200,000.00 225 N. Michigan Ave, Ste. 2200 Chicago, IL 60601-7672 To support the Chicagoland Workforce • Funders Alliance. $400,000.00 2013 Chicago Community Foundation PC $0.00 $2,500. 00 $0.00 $2,500 . 00 $0.00 225 N. Michigan Ave, Ste. 2200 Chicago, IL 60601-7672 to support the Time for the U.S. to Reskil Forum. $2,500.00 2013 The Collaboratory LLC NC $0.00 $300,000.00 $0.00 $150,000.00 $150,000.00 8 East Schuyler Road Silver Spring , MD 20901 For continuedfunding ofthe Community College Transfornrative Change Initiative. $300,000.00 2013

37 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2 013 2013 20 1 3 2013 Council for Adult and Experiential PC $100,000.00 $0.00 $0.00 $100,000.00 $0.00 Learning 55 East Monroe Street, Suite 1930 Chicago, IL 60603 To support employer outreach related to f earningCounts org, C.4EL's comprehensive online prior learning assessment resource. $200,000.00 2012 EdSurge NC $0.00 $165,000.00 $0.00 $165,000.00 $0.00 • 1801 Murchison Drive Burlingame, CA 94010 To support Adult Learning Literacy, Numeracy, Basic Job Skills writing and research project to identify leading tools and programs, hosted on www.edsurge.com. $165 ,000.00 2013 E m ploy l ndy PC $0.00 $700,000.00 $0.00 $350,000.00 $350,000.00 115 W. Washington St., Ste 450 South Indianapolis, IN 46204-3462 To launch Hire Up Indy. $700,000.00 2013

38 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Georgetown University Center on PC $200.000.00 $0.00 $0.00 $200,000.00 $0.00 Education and the Workforce 3300 Whitehaven Street, NW, Suite 5000 Washington, DC 20007 To support research and the development ofnew data analysis tools to help institutions and policy makers align education and training with labor market demand $400,000.00 2012 • Heartland Alliance for Human Needs & PC $0.00 $45,000.00 $0.00 $45,000.00 $0.00 Human Rights 208 South LaSalle Street, Suite 1818 Chicago, IL 60604 to support the National Transitional Jobs Network $45,000.00 2013

Hope Street Group PC $0.00 $110,000.00 $0.00 $110,000.00 $0.00 P.O. Box 10506 Prescott, AZ 86304 To begin development ofan interactive labor market information platform to help young adults withoutfouryear degrees gel on a path to middle skilljobs with family-sustaining wages. $110,000.00 • 2013

39 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Indiana Slate Chamber of Commerce SOH $000 $100,000.00 $0.00 $100,000.00 $0.00 Foundation Inc. 115 West Washington Street, Suite 850 S Indianapolis, IN 46244-0926 To support phase three of (he Indiana Skills Protect. $100,000.00 2013 Indiana Community Action Association PC $100,000.00 $0.00 $0.00 $100,000.00 50.00 1845 West 18th Street Indianapolis , IN 46202 is to support the Indiana Skills2Compete Coalition. $200,000.00 2012 Indiana Education Roundtable PC $75,000.00 $0.00 $0.00 $0 00 S75,000.00 143 W Market Street , Suite 500 Indianapolis, IN 46204 to support a iieiv Indiana Education and 14"orkforce Innovation Network. S 150.000.00 2012 Indianapolis Congregation Action Network PC $ 0.00 $50,000.00 $0.00 $50,000.00 $0.00 (IndyCAN) 337 North Warman Avenue Indianapolis, IN 46222 For continued support of its Career • Pipelines Project. $50.000 00 2013

40 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Innovate+ Educate PC $0.00 $20,000.00 $0.00 $20,000.00 $0.00 P.O. Box 9919 Santa Fe, NM 87504 to support a landscape analysis and outreach effort to determine ifa Midwest city is poised to launch and test a skill-based hiring initiative. $20,000.00 2013 Jobs for the Future PC $250,000.00 $0.00 $0.00 $0.00 $250,000.00 88 Broad Street, 8th Floor • Boston, MA 02110 To support the Accelerating Opportunity initiative. $750,000.00 2012 Jobs for the Future PC $140,000.00 $0.00 $0.00 $140,000.00 $0.00 88 Broad Street, 8th Floor Boston , MA 02110 To continue nmanagentent of the Congressional StaffNetworkfor Workforce Development and Economic Security.

$280,000.00 2012 Jobs for the Future PC $170,000.00 $0.00 $0.00 $170,000.00, $0.00 88 Broad Street, 8th Floor Boston, MA 02110 • To support the Credentials that Work initiative. $340,000.00 2012

41 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Jobs for the Future PC $0.00 $600,000.00 $0.00 $300,000.00 $300,000.00 88 Broad Street , 8th Floor Boston, MA 02110 For continued support ofthe CareerSTAT initiative and the National Fundfor Workforce Solutions. $600,000.00 2013 Madison Area Technical College PC S153,237.00 $0.00 $0.00 $153,237.00 $0.00 Foundation • 1701 Wright Street Madison, WI 53704-2599 To support its participation in the federal Innovative Strategies for Increasing Self-Sifciency (ISIS) research demonstration. $300,000.00 2012 Massachusetts Institute of Technology PC $0.00 $610,000.00 $0.00 $305,000.00 $305,000.00 Media Lab 77 Massachusetts Avenue, EI4IE15 Cambridge, MA 02139-4307 To develop new technology-.enabled approachesfor helping adult learners acquire essential skills and expand their learning capacity. $610,000.00 2013 •

42 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 National Center for Research in Advanced PC $0.00 $650,000.00 $0.00 $180,000.00 $470,000.00 Information and Digital Technologies 1731 Connecticut Avenue, NW 4th Floor Washington, DC 20009 To establish itselfas the leading intermediary organization working to promote quality digital learning opportunities for adults. $650,000.00 2013 National Employment Law Project Inc. PC $200,000.00 $0.00 $0.00 $200,000 00 $0.00 s 75 Maiden Lane , Suite 601 New York, NY 10038 to support technical assistance and policy efforts on Midwestfocuse4 state-level unemployment insurance reform; implementation ofthe Trade Adjustment Assistance program; and advocacyfor federal policies that support economic security for workingTamil $400,000.00 2012

National Skills Coalition PC $425,000.00 $0.00 $0.00 $425,000.00 $0.00 1730 Rhode Island Avenue NW, Suite 712 Washington, DC 20036 To support federal policy efforts, technical assistance to Midwest state advocates, strategic communications, and a national Workforce Data Quality Campaign 01 $850,000.00 2012

43 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 New America Foundation PC $0.00 $300,000.00 $0.00 $150,000.00 $150,000.00 1899 L Street, N.W., Suite 400 Washington, DC 20036 for research, policy analysis, and a public education effort to improve the way that college-level learning is recognized, credited, andfinanced. $300,000.00 2013

Nonprofit Finance Fund PC $0.00 $60,000.00 $0.00 $60,000.00 $0.00 89 South Street, Suite 402 Boston, MA 02111 to organize andfacilitate a convening to identify key learnings from a recent U.S Department ofLabor grant related to innovativefinancing structuresfor workforce programs, and to produce a white paper capturing said learnings.

$60,000.00 2013

The Public Agenda Foundation PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 6 East 39th Street New York, NY 10016-0112 To support work with key stakeholders to help develop a more coordinated approach to adult education delivery in Chicago. • $100,000.00 2013

44 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipien t a nd/o r Purpose Tax Statu s 2013 2013 2013 2013 20 13 The Saint Paul Foundation PC $0.00 $300,000.00 $0.00 $150,00000 $150,000.00 55 Fifth Street East, Suite 600 Saint Paul , MN 55101-1797 to support the launch ofthe Twin Cities Workforce Funders Collaborative, contingent upon an additional 5800.000 being commuted by other fundeis. $300,000.00 2013 Skills For Chicagoland ' s Future PC $150,000.00 $0.00 $0.00 $150,000.00 $0 00 • 191 North Wacker Drive, Suite 1 150 Chicago, IL 60606 To launch Skills for Chrcagoland's_Future (SCF) $300,000.00 2012 State of Wisconsin Department of PC $286,400.00 $0.00 $0.00 $286,400.00 $0.00 Workforce Development Office of Economic Initiatives Division of Workforce Solutions 201 East Washington Avenue P.O. Box 7972 Madison , WI 53707-7972 To support the ,it please ofthe It'isconsin RISE Initiative, a stale polrc)y reform effort designed to create career pathways for low-skilled adults that will lead to • employment in high-demandjobs S576, 800.00 2012

45 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 University of Wisconsin - Madison PC $0.00 $300,000 00 $000 S150,00000 $150,000.00 1 180 Observatory Drive, #7122 Madison, WI 53706 To support ajoint initiative with the Health Care Advancement Program (11-CAP) to advance practice and polic}y in health-care workforce development through labor-management partnerships. 5300,000.00 2013 Women Employed Institute PC S325, 00000 $0 00 $0.00 $325,000.00 - $0.00 • 65 East Wacker Place, Suite 1500 Chicago, IL 60601 For system reform efforts to ensure that loin-income, low-skilled adults can obtain posrsecondrny credentials with economic t'alxe. (2 yis) $650,000.00 2012 Total Employment (43 items) $3,647 ,637.00 S5,450 ,500 00 $000 S6 .383.1337 .00 $2,715,000.00 Environment Advanced Energy Economy PC $0.00 S6,000.00 $0.00 S6,000.00 $0.00 San Francisco Office 135 Main Street, Suite 1320 San Francisco, CA 94105 for travel, lodging and related expenses for Public Utility Commission Advanced • Lnvgi , Forums commissioners and staff fi om the 6 Joyce states. S6,000.00 2013

46 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andtor Purpose Tax Status 2013 2013 2013 20 13 2013 Alliance for the Great Lakes PC $200,000.00 $0.00 $0.00 $200,000.00 $0.00 150 N. Michigan Ave., Suite 700 Chicago, IL 60601 to support work related to Great Lakes restoration and protection and improved water quality, $400,000.00 2012 Alliance for the Great Lakes PC $0.00 $300,000.00 $000 $150,000.00 $150,000.00 150 N. Michigan Ave., Suite 700 Chicago , 1L 60601 in collaboration with three Illinois-based organizations to implement years three and four ofafive year Illinois strategy to stop Asian carp and other invasive species from entering the Great Lakes. $300,000.00 2013 Center for Neighborhood Technology PC $175,000.00 $0.00 $0.00 $175,000.00 $0.00 2125 West North Avenue Chicago, IL 60647 To support a project that will encourage better stormwater, wastewater, and drinking water management in the Great Lakes. $350,000.00 2012 Center for Neighborhood Technology PC $150,000.00 $0.00 $0.00 $150,000.00 $0.00 • 2125 West North Avenue Chicago, IL 60647 for the CNT Energy initiative, Delivering Energy Efficiency Benefits to Households in the Mldwest. $250,000.00 2012

47 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Ceres Inc. PC $0.00 $300,000.00 $0.00 $150,000.00 $150.000.00 99 Chauncy Street Boston, MA 02111-1703 For mobiliz ing businesses and investors to advance clean energy policies in the Midwest. $300,000.00 2013

Clean Energy Trust PC $0.00 $250,000.00 $0.00 $125,000.00 $125,000.00 2 N. LaSalle, Suite 1601 Chicago, IL 60602 • To continue the Jobs Census and the Policy Digest and to launch a new grassroots social media and crowdfunding program with the aim ofengaging a ni uch broader base ofsupporters on clean energy issues beyond venture companies. $250,000.00 2013

Clean Wisconsin Inc. PC $283,250.00 $0.00 $0.00 $283,250.00 $0.00 634 West Main Street, Suite 300 Madison, WI 53703 To support the work ofthree organizarions to protect and restore the Great Lakes basin waters of Wisconsin. $566,500.00 2012

Clean Wisconsin Inc. PC $190,000.00 $0.00 $0.00 $190,000.00 $0.00 0 634 West Main Street, Suite 300 Madison, WI 53703 To leverage key opportunities to advance energy eciency in Wisconsin and the region. $380,000.00 2012

48 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Council of Great Lakes Governors Inc. PC $0.00 $50,000.00 $0.00 $50,000.00 50.00 20 North Wacker Drive, Suite 2700 Chicago, IL 60606 to support the Great Lakes Governors/Premiers Summit. $50,000.00 2013 Council of Michigan Foundations Inc. PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 One South Harbor Avenue, Suite 3 Grand Haven , MI 49417 to research enero) ofciency policy options 0 for the State ofMichigan. $150,000.00 2013 Council or Michigan Foundations Inc. PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 One South Harbor Avenue, Suite 3 Grand Haven , MI 49417 to continue support of a consultant team and related expenses for activities during for the second year ofthe Steering Committeefor Great Lakes Fender Collaboration. $25,000.00 2013 Council of State Governments PC $0.00 $150,000.00 $0.00 $75,000.00 $75,000.00 701 East 22nd Street, Suite 110 Lombard, IL 60148 to support the Great Lakes Legislative • Caucus. $150,000.00 2013

49 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Ecology Center Inc. PC $0.00 $160,000.00 $0.00 $160,000.00 $0.00 339 East Liberty, Suite 300 Ann Arbor, MI 48104 to engage key constituencies in Michigan in the state's energy efficiency policy debate. $160,000.00 2013

Ecology Center Inc. PC $0.00 $172,000.00 $0.00 $0.00 S 172,000.00 339 East Liberty, Suite 300 Ann Arbor, MI 48104 To support the "Advancing Energy Efficiency in Michigan "project. $172,000.00 2013

Environmental Defence Canada Inc. NC $50,000 00 $0.00 $0.00 $50,000.00 $0.00 116 Spadina Avenue, Suite 300 Toronto, Ontario M5V 2K6 Canada To protect and restore Lake Superior and its tributaries. $100,000.00 2012

Environmental Defense Fund Inc. PC S375,000.00 $0.00 $0.00 $375,000.00 $0.00 257 Park Avenue South New York, NY 10010 For Maximizing Energy Efficiency Benefits through Intelligent Smart Grid Deployment • in the Midwest. $750,000.00 2012

50 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andfor Purpose Tax Status 2013 2013 2013 2013 2013 Environmental Defense Fund inc. PC $0.00 $500,000.00 $0.00 $250,000.00 $250,000.00 257 Park Avenue South New York, NY 10010 for work to improve water quality in the Western Lake Erie basin. $500,000.00 2013

Fresh Energy PC S200,000.00 $0.00 $0.00 $200,000.00 $0.00 408 St. Peter Street, Suite 220 St. Paul, MN 55102 To expand the reach and impact of i Midwest Energy News and strengthen the communications efforts ofRE-AMP member organizations. $450,000.00 2012

Fresh Energy PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 408 St. Peter Street, Suite 220 St. Paul, MN 55102 to protect and expand energy efficiency policies in Minnesota. $150,000.00 2013

Georgetown University PC $0.00 $200,000.00 $0.00 $0.00 $200,000.00 State-Federal Climate Resource Center 37th and 0 Streets, NW Washington, DC 20057 Support Midwest communities' participation in the Georgetown University Energy Prize. $200,000.00 2013

51 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andtor Purpose Tax Status 2013 2013 2013 2013 2013 Global Philanthropy Partnership PC '$0.00 $150,000.00 $0.00 $150,000.00 $0.00 643 West Arlington Place Chicago, IL 60614 To scale up energy efficiency retrofits in the health care and higher education sectors in Chicago. $150,000.00 2013 Great Lakes and St. Lawrence Cities PC $125,000.00 $0.00 $0.00 $125,000.00 $0.00 0 Initiative Inc. 20 North Wacker Drive, Suite 2700 Chicago, IL 60601 To continue supporting cities' engagement in Great Lakes protection and restoration issues and advancing its water program.

$250,000.00 2012 Great Lakes Aquatic Habitat Network and PC $0.00 $100,000.00 $0.00 $50,000.00 $50,000.00 Fund, Inc. P.O. Box 2479 Petoskey, MI 49770 For Its Binational Coordination on Great Lakes Issues project. $100,000.00 2013 Great Lakes Commission PC $0.00 $25,000.00 $0.00 $0.00 $25,000.00 2805 South Industrial Highway, Suite 100 0 Ann Arbor, MI 48104-6791 To support the development of recommendations to the Council of Great Lake Governors on a water monitoring program for the Great Lakes. $25,000.00 2013

52 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Great Plains Institute for Sustainable PC $225,000.00 $0.00 $0.00 $225,000.00 $0.00 Development Inc. 280121 st Avenue South, Suite 220 Minneapolis , MN 55407 To boos! commercial and industrial energy efficiency in Minnesota and throughout the Midwest, and to strengthen regional markets for the demand-reducing services energy efficiency contributes to the electric grid. $450,000.00 • 2012

Hispanic Housing Development PC $0.00 $75 , 000.00 $0.00 $75,000.00 $0.00 Corporation 325 North Wells Street, Eighth Floor Chicago, IL 60654 To complete start-up ofAffordable Community Energy, an innovative enterprise to deliver energy efficiency retrofits in affordable housing $75,000.00 2013

Illinois Environmental Council Education PC $0.00 $75,000.00 $0.00 $75,000.00 $0.00 Fund 230 Broadway, Suite 150 Springfield, IL 62701 For its Energy Efficiency Initiative. • $75,000.00 2013

53 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Institutes for Journalism and Natural PC $0.00 $187,500.00 $0.00 $125,000.00 $62,500.00 Resources P.O. Box 1996 Missoula, MT 59806 to advance public awareness and understanding ofcomplex natural resource issues that impact the entire Great Lakes, region, and to serve the professional needs ofjournalists who care about the Great Lakes and who are motivated to improve their coverage. 0 $187,500.00 2013

Izaak Walton League of America Inc. PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 707 Conservation Lane Gaithersburg, MD 20878 For new opportunities to advance energy efficiency in Minnesota. $100,000.00 2013

Local Energy A ggregation Network PC $0.00 $154 ,689.00 $0.00 $154,689.00 $0.00 P.O. Box 961 Mill Valley, CA 94941 to develop and disseminate new policy tools so that the growing number of municipalities purchasing power on behalf oftheir residents may simultaneously secure energy ofciency resources for them. 0 $154,689.00 2013

54 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Metropolitan Planning Council PC $100,000.00 $0.00 $0.00 $100,000.00 $0.00 140 South Dearborn Street, Suite 1400 Chicago, IL 60603 To support its Coordinated Community-Driven Stormwater Solutions project. $200,000.00 2012

Michigan Environmental Council PC $230,000.00 $0.00 $0.00 $230,000.00 $0.00 119 Pere Marquette Drive, Suite 2A Lansing, MI 48912 • To support the work offour organizations to advance Great Lakes protection and restoration priorities in Michigan. $460,000.00 2012

Michigan Environmental Council PC $0.00 $300,000.00 $0.00 $200,000.00 $100,000.00 119 Pere Marquette Drive, Suite 2A Lansing, MI 48912 for a renewed support to build on recent successes and lead Michigan in embracing af Lure where the vast majority ofneeds are met through energy efficiency and renewable power. $300,000.00 2013 Michigan Land Use Institute PC $100,000.00 $0.00 $0.00 $100,000.00 $0.00 148 East Front Street, Suite 301 Traverse City, Ml 49684-5725 For Accelerating Northern Michigan's Move to Energy Efficiency. $200,000.00 2012

55 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Midwest Energy Efficiency Alliance PC $250,000.00 $0.00 $0.00 $250,000.00 $0.00 20 North Wacker Drive, Suite 1301 Chicago, IL 60606 for its Regional Energy Policy Program.

$500,000.00 2012 Midwest Energy Efficiency Alliance PC $0.00 $10,000.00 $0.00 S 10,000.00 $0.00 20 North Wacker Drive, Suite 1301 Chicago, IL 60606 to cover the cost ofa 4-page story in the • State & Local Energy Report on the growth ofenergy efficiency in the Midwestfor the 5vinter' edition (which will be published in February 2014). $10,000.00 2013 Minnesota Environmental Partnership PC $0.00 $250,000.00 $000 $125,000.00 $125,000.00 546 Rice Street, Suite 100 St. Paul, MN 55103 to protect and restore Lake Superior.

$250,000.00 2013 National Caucus of Environmental PC $0.00 $250,000.00 $0.00 $125,000.00 $125,000.00 Legislators 218 D Street SE, 1st floor Washington, DC 20003 • to support its Midwest Environmental Legislators project. $250,000.00 2013

56 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 National Fish and Wildlife Foundation PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 8011 34th Avenue South, Suite 444 Bloomington, MN 55425 The Chi-Cal Rivers Fund will increase stormwater storage capacity through green infrastructure, enhancefish and wildi ffe habitat and improve public-use opportunities in the Chicago and Calumet River watersheds. $50,000.00 2013 • National Parks Conservation Association PC $0.00 $415,000.00 $0.00 $207,500.00 $207,500.00 777 6th Street NW, Suite 700 Washington, DC 2000] to support the Healing Our Waters Coalition $415,000.00 2013 National Wildlife Federation PC $233,220.00 $0.00 $0.00 $233,220.00 $0.00 11 100 Wildlife Center Drive Reston, VA 20190-5362 To support its work on Great Lakes restoration support and implementation, battling Asian carp, addressing ballast water discharges, and reducing nutrient pollution. $460,000.00 2012 • National Wildlife Federation PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 11100 Wildlife Center Drive Reston , VA 20190-5362 For the Ohio Energy Efficiency Project.

$50,000.00 2013

57 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Ta x Status 2013 2013 2013 2013 2013 Natural Resources Defense Council Inc. PC $300,000.00 $0.00 S0.00 $300,000.00 $0.00 40 West 20th Street New York, NY 10011 fcr its Midwest Energy Efficiency Program. $600,000.00 2012 Natural Resources Defense Council Inc. PC $0.00 $350,000.00 $0.00 $175,000.00 $175,000.00 40 West 20th Street New York, NY 1001 ] For its efforts to protect the health ofthe Great Lakes ecosystem. $350,000.00 2013 The Nature Conservancy in Indiana PC $000 S300 .00000 $0 .00 $150, 000.00 $150,000.00 Efroymson Conservation Center 620 East Ohio Street Indianapolis , IN 46202-3811 to cornr1nrre supporting its *'estern Lake Erie basin project. $300,000.00 2013 Oberlin College PC S0.00 $150,000.00 $0.00 $75,000.00 $75.000.00 Cox Administration Building 70 North Professor Street, Room 100 Oberlin, OH 44074-1090 For community-vide energy efficiency E initiatives tivtthun the Oberlin Project.

S 150,000.00 2013

58 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Ohio Environmental Council PC $240,000.00 $0.00 $0.00 $240,000.00 $0.00 1207 Grandview Avenue, Suite 201 Columbus, OH 43212 for the energy eiciency elements ofthe Campuignfor Ohio's Clean Enerp ' Future. (2 yrs) $480,000.00 2012 Ohio Environmental Council PC $0.00 $300,000.00 $0.00 S 150,000.00 $150,000.00 1207 Grandview Avenue, Suite 201 Columbus, OH 43212 • To support its initiatives to protect, conserve, and restore Ohio's portion ofthe Lake Erie basin. (2 yrs) $300,000 00 2013 Ohio State University Foundation PC $0.00 $100,000.00 $0.00 $50,000.00 $50,000.00 Area 100 Research Center 1314 Kinnear Road Columbus, OH 43212 to support Ohio Sea Grant. (2 yrs) $100,000.00 2013 The Regents of the University of Michigan PC 50.00 $50,000.00 $0.00 $50,000.00 $0.00 Wolverine Tower 3003 South State Street Ann Arbor, MI 48108-1274 • For renewed support ofthe Multicultural Environmental Leadership Development Initiative (MELD!) for its Enhancing Cross-Cultural Collaboration in Environmental Advocacy in the Great Lakes Region project. $50,000 00 2013

5s Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Rec ipi ent an d/or Purpose Tax Status 201 3 2013 2013 2013 2013 Southeastern Wisconsin Watersheds Trust PC $970,000.00 $0.00 $0.00 $500,000.00 $470,000.00 600 East Greenfield Avenue Milwaukee, WI 53204-2944 To support its project to achieve clean water in the Greater Miht'aukee watersheds. (3 yrs) $1,500,000.00 2012 Union of Concerned Scientists Inc. PC $0.00 $200,000.00 S0.00 $100,000.00 $100,00000 • Two Brattle Square Cambridge. MA 02238-9105 For promoting energy efficiency in the Midwest. (I yi) $200,000 00 2013 University of Wisconsin -Madison PC $0.00 $10,000.00 $0.00 S10,000.00 $0.00 1180 Observatory Drive, #7122 Madison, WI 53706 To support the Mayon s Innovation Project. $10,000.00 2013 Wisconsin Academy of Sciences , Arts and PC $0.00 $50,000 00 S000 $50,000.00 $000 Letters 1922 University Avenue Madison, WI 53726 To support the new steps in its lYaters of Wisconsin 11 project. (I yr) • $50,000.00 2013 Total Environment (55 items) $4,396,470.00 $6,115,189 . 00 $0.00 $7,524 ,659.00 $2,987,000 00

60 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 20 13 2013 2013 2013 2013 Gun Violence Prevention American College of Preventive Medicine I'C $0.00 $239,843.00 $0.00 5239,843 00 50.00 455 Massachusetts Avenue, NW, Suite 200 Washington, DC 20001 for continued efforts to build supportfor the National Violent Death Reporting Systenrprogram (I p) 5239,843 00 2013 Association of Prosecuting Attorneys PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 1615 L Street NW, Suite 1100 Washington, DC 20036 To suppot t a rapid-response public education campaign around gun violence prevention. $30,000.00 2013 Center for American Progress PC $100,000.00 $0.00 $0.00 $100,000.00 50.00 1333 H Street, NW, 10th Floor Washington , DC 20005 Staffrecommends a one year gi ant of 5100, 000 to the Centerfor American Progress to suppar t a seniorfelloi+ on gun polio' issues. (/ yr) S 100,000.00 2012 • Center for American Progress PC $0.00 $250,000.00 $0.00 $250,000.00 50.00 1333 H Street, NW, 10th Floor Washington , DC 20005 To support a seniorfellow working on gun polic3' issues (1 yr) $250,000.00 2013

61 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 City of Chicago, Office of the Mayor EOF 50.00 $150,000.00 50.00 $150,000.00 $0.00 121 North LaSalle Street , Room 509 Chicago. IL 60602 To support a project to advance the Crty efforts to reduce gun crime in Chicago and build s upport for commonsense gun laws at the local, state, andfederal levels. $150,000.00 2013

City of Minneapolis Police Department PC $000 $30,000.00 $0.00 $30,000.00 $0.00 350 South Fifth Street,'Room 130 Minneapolis , MN 55415-1389 To support a community engagement and outreach par to address youth violence. S30,000.00 2013 CT Against Gun Violence Education Fund PC 50.00 S10,000.00 $0.00 $10,000.00 $0.00 P.O. Box 523 Southport , Cl' 06890 To support the Newtown Foundation's activities to commemorate the one year amnversaty ofthe Sandy Hook shooting. $10,000 00 2013

The Educational Fund to Stop Gun PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 Violence 805 15th Street NW, Suite 700 0 Washington , DC 20005 To conduct research and training in support ofa publ ic education and engagement effort in Delaware. $50,000.00 2013

62 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2D13 2013 2013 The Educational Fund to Stop Gun PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 Violence 805 15th Street NW, Suite 700 Washington, DC 20005 to support developing expertise on the link between mental illness and gun violence, building a national coalition ofgun violence prevention and mental health organizations, and organizing survivors of gun violence to advocatefor... I' 1 $150,000 00 2013

The Educational Fund to Stop Gun PC $0.00 $15,000.00 $0.00 $15,000.00 $0.00 Violence 805 15th Street NW, Suite 700 Washington, DC 20005 to support a municipal buying power campaign in South Florida. $15,000.00 2013

Experimental Station PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 6100 S. Blackstone Avenue Chicago, IL 60637 To support a project to engage artists and designers in interpreting the new concealed carry law in Illinois, and to hold two public conversations to discuss the implications of1he law. • $10,000.00 2013

63 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Illinois Council Against Handgun Violence PC $0.00 $37,000.00 $0.00 $37,000.00 $0.00 223 West Jackson Boulevard, Suite 802 Chicago, IL 60606 For general support. $37,000.00 2013

Illinois Council Against Handgun Violence PC $0.00 $250,000.00 $0.00 $250,000.00 $0.00 223 West Jackson Boulevard , Suite 802 Chicago, IL 60606 For building statewide awareness ofpublic policies that will improve the safety of • communities. $250,000.00 2013

National Foundation for the Centers for PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 Disease Control & Prevention, Inc. 55 Park Place, Suite 400 Atlanta, GA 30303 To support the creation ofa research agenda for preventing firearm-related violence $50,000.00 2013 The National Organization of Black Law PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 Enforcement Executives (NOBLE) 4609 Pinecrest Office Park Drive, Suite F Alexandria, VA 22312 To support the Chief executive Roundtable • on Gun Violence. $30,000.00 2013

64 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 National Physicians Alliance Foundation , PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 Inc 888 16th Street NW, Suite 800, PMB11835 Washington, DC 20006 To support a public education campaign around gun violence prevenrlon.

$50,000.00 2013 New Venture Fund PC $0.00 $30,000.00 $0.00 $30,000.00 $0.00 • 1201 Connecticut Ave NW, Suite 300 Washington, DC 20036 For strategic planning assistance to One Million Momsfor gun control initiatives

$30,000.00 2013 New Venture Fund PC $0 00 $200,000.00 $0.00 $200,000.00 $0.00 1201 Connecticut Ave NW, Suite 300 Washington, DC 20036 To support general charitable operations

$200,000.00 2013 New Venture Fund PC $0.00 $26,500.00 $0.00 $26,500.00 $0.00 1201 Connecticut Ave NW, Suite 300 • Washington, DC 20036 To support general charitable operations

$26,500.00 2013

65 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 New Venture Fund PC $0.00 $125,000.00 $0.00 $125,000.00 $0.00 1201 Connecticut Ave NW, Suite 300 Washington, DC 20036 To support the new grassroots organization Moms Demand Action for Gun Sense in America $125,000.00 2013 Ohio Coalition Against Gun Violence PC $0.00 $80,000.00 $0.00 $80,000.00 ,$0.00 P.O. Box 1078 Toledo, OH 43697 • To support gun violence prevention organizing activities. $80,000.00 2013 MomsRising Education Fund PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 12011 Bel Red Road, Suite 1008 Bellevue, WA 98005 For support of a public education campaign around gun policy reform. $50,000.00 2013

MomsRising Education Fund PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 12011 Bel Red Road, Suite 100E Bellevue, WA 98005 To support a gun safety campaign. $50,000.00 2013 0

66 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipientandlor Purpose Tax Status 2013 2013 2D13 2013 2013 Police Executive Research Forum PC $0.00 $40,000.00 $0.00 $40,000.00 $0.00 1120 Connecticut Avenue, NW Suite 930 Washington, DC 20036 To commence a project to hold two law enforcement summits in the western United States. $40,000.00 2013 Police Executive Research Forum PC $0.00 $247,000.00 $0.00 $177,000.00 $70,000.00 1120 Connecticut Avenue, NW Suite 930 Washington , DC 20036 to To support state-based gun policy summits for law enforcement, and a suburban Cook County firearms trace data project. $247,000.00 2013

President and Fellows of Harvard College PC $325,000.00 $0.00 $0.00 $325,000.00 $0.00 Harvard University 677 Huntington Avenue Boston , MA 02115 To conductfirearms research, disseminate findings, and conduct the "Means Matter" campaign. $650,000.00 2012 President and Fellows of Harvard College PC $0.00 $500,000.00 $0.00 $500,000.00 $0.00 Harvard University 677 Huntington Avenue • Boston, MA 02115 To support the Preventing Firearm Violence project. $500,000.00 2013

67 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Sandy Hook Promise PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 P.O. Box 3489 Newtown, CT 06470 To .support activities to commemorate the one year anniversary ofthe Sandy Hook shooting. $10,000.00 2013 Sojourners PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 3333 14th St NW, Suite 200 Washington, DC 20010 • To support a public education campaign to engage moderate and conservative faith leaders around gun violence prevention. $50,000.00 2013

Sojourners PC $0.00 $60,000.00 $0.00 $60,000.00 $0.00 3333 14th St NW, Suite 200 Washington, DC 20010 To support public education campaigns to engage moderate and conservativefaith leaders around gun violence prevention. $60,000.00 2013

St. Sabina Church dba The Faith PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 Community of St. Sabina 1210 West 78th Place • Chicago, IL 60620 For program work by Purpose Over Pain. $25,000.00 2013

68 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2 01 3 2013 2013 States United to Prevent Gun Violence PC $0.00 $40,000.00 $0.00 $40,000.00 $0.00 P.O. Box 1359 New York, NY 10276-2298 to continue web and technical support to state-based gun violence prevention organizations. $40,000.00 2013 The University of Chicago PC $0.00 $150,000. 00 $0.00 $150,000.00 $0.00 5801 South Ellis Avenue, Suite 503 Chicago , IL 60637 is for the University ofChicago Crime Lab to support a new project to analyze secondary underground gun markets in Chicago and other cities. S 150,000.00 2013 PC $0.00 $250,000.00 $0.00 $250,000.00 $0.00 1730 Rhode Island Ave., N \V, Suite 1014 Washington , DC 20036 To support research, public education, communications, advocacy, and coalition efforts in support ofeJjective gun violence prevention policies. $250,000.00 2013

WAVE Educational Fund PC $0.00 $340,000.00 $0.00 $0.00 $340,000.00 • P.O. Box 170393 Milwaukee, \VI 53217-8031 To support tire Wisconsin Gun Violence Prevention Project. $340,000.00 2013

Total Gun Violence Prevention (35 items) $425,000.00 $3,625,343 .00 $0.00 $3,640,343.00 $410,000.00

69 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andtor Purpose Tax Status 201 3 2013 2013 2013 2013 Illegal Gun Initiative

Ceasefire Pennsylvania Education Fund PC $0.00 $325 ,000.00 $0.00 $325,000.00 $0.00 1518 Walnut Street, Suite 502 Philadelphia, PA 19102 for renewed support ofits public engagement and policy education work

$325,000.00 2013

Citizens for a Safer Minnesota Education PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 • Fund 2395 University Avenue West, Suite 317 St. Paul, MN 551 14 for support ofeducation and organizing activities around gun violence prevention policy reform. $100,000.00 2013

Johns Hopkins Center for Gun Policy and PC $1 14,023.00 $0.00 $0.00 $114,023.00 $0.00 Research Johns Hopkins Bloomberg School of Public Health 624 North Broadway Baltimore, MD 21205 For support ofresearch to evaluate the impact ofpermit-topurchase handgun licensing laws on violent crime. $222,424.00 is 2012

70 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Legal Community Against Violence PC $260,000.00 $0.00 $0.00 $260,000.00 $0.00 268 Bush Street, Suite 555 San Francisco, CA 94104 for legal and educational programs to reduce gun violence through gun regulation. $520,000.00 2012

New Venture Fund PC $0.00 $155,000.00 $0.00 $155,000.00 $0.00 1201 Connecticut Ave NW, Suite 300 • Washington, DC 20036 To support the national organizing director for gun violence prevention and a public education campaign around the dangers of guns on college campuses. $155,000.00 2013

New Venture Fund PC $0.00 $154,033.00 $0.00 $62,477.00 $91,556.00 1201 Connecticut Ave NW, Suite 300 Washington, DC 20036 To support a media watchdog project around gun violence and public safety issues $154,033.00 2013

PICO National Network PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 171 Santa Rosa Avenue • Oakland, CA 94610 To engage religious congregations to advocatefor state and national policies to stem gun violence in urban neighborhoods.

$150,000.00 2013

71 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid EndJng Balance Recipient and/or Purpose Tax Status 2013 2013 2D13 2013 2013 Police Executive Research Forum PC $250.000.00 $0.00 $0.00 $250,000.00 $0.00 1120 Connecticut Avenue, NW Suite 930 Washington, DC 20036 to establish a National Gun Violence Research Center. $500,000.00 2012

The Police Foundation PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 1201 Connecticut Avenue NW, Suite 200 Washington, DC 20036-2636 To support non-partisan educational • I activities ofthe National Law Enforcement Partnership to Prevent Gun Violence. $150,000.00 2013

WAVE Educational Fund PC S360,000.00 $0.00 $0.00 $360,000.00 $0.00 P.O. Box 170393 Milwaukee, W1 53217-8031 to support the Wisconsin Gun Violence Prevention Project. $360,000.00 2012 Total Illegal Gun Initiative (10 items) $984,023.00 $1,034,033.00 $0.00 $1,926,500.00 $91,556.00 Membership Grants

Council on Foundations Inc. PC $0.00 $39,500.00 $0.00 $39,500.00 $0.00 2121 Crystal Drive, Suite 700 Arlington, VA 22202 • 1 2013 Membership Grant $39,500.00 2013

72 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose - Tax Status 2013 2013 2013 2013 2013 Donors Forum PC $0.00 $25,230.00 $0.00 $25,230:00 $0.00 208 South LaSalle Street, Suite 1540 Chicago, 1 L 60604-1006 2013 Membership Grant $25,230.00 2013

Environmental Grantmakers Association PC $0.00 $13,187.00 $0.00 $13,187.00 $0.00 475 Riverside Drive, Suite 960 New York, NY 10115 2013 Membership Grant • $13,187.00 2013

Foundation Center PC $0.00 $10,00000 $0.00 $10,000.00 $0.00 79 Fifth Avenue New York, NY 10003 2013 Membership Grant $10,000.00 2013

Grantmakers for Education PC $0.00 $6,300.00 $0.00 $6,300.00 $0.00 720 SW Washington Street, Suite 605 Portland, OR 97205 2013 Membership Grant $6,300.00 2013

Grantmakers in the Arts PC $0.00 $2,500.00 $0.00 $2,500.00 $0.00 4055 21st Avenue West, Suite 100 • Seattle, WA 98199-1247 2013 Membership Grant $2,500.00 2013

73 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Grants Managers Network PC $0.00 $1,000.00 $0.00 $1,000.00 $0.00 1666 K Street, NW Suite 440 Washington, DC 20006 2013 Membership Grant $1,000.00 2013

GuideStar PC $0.00 $5,000.00 $0.00 $5,000.00 $0.00 4801 Courthouse Street, Suite 220 Williamsburg, VA 23188 2013 Membership Grant $5,000.00 2013

Independent Sector PC $0.00 $15,000.00 $0.00 515,000.00 $0.00 1602 L Street NW, Suite 900 Washington, DC 20036 2013 Membership Grant $15,000.00 2013

The Philanthropy Roundtable PC $0.00 $1,000.00 $0.00 $1,000.00 $0.00 1730 M Street, NW, Suite 601 Washington, DC 20036 2013 Membership Grant $1,000.00 2013

Public Interest Projects Inc. PC $0.00 $5,000.00 $0.00 $5,000.00 $0.00 • 45 West 36th Street, 6th Floor New York, NY 10018 2013 Membership Grant $5,000.00 2013

74 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Technology Affinity Group PC $0.00 $2,000.00 $0.00 $2,000.00 $0.00 23 Briar Road Wayne, PA 19087 2013 Membership Grant $2,000.00 2013

Total Membership Grants (12 items) $0.00 $125,717.00 $0.00 $125,717.00 $0.00 Special Opportunities

3Arts PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 180 North Michigan, Suite 305 • Chicago, IL 60601 To increase digital capacity on a platform tofund artists ofcolor in Chicago. $25,000.00 2013

Advance Illinois PC $0.00 S25,000.00 $0.00 $25,000.00 $0.00 50 East Washington Street, Suite 410 Chicago, IL 60602 To increase new media capacity to achieve policy objectives. $25,000.00 2013

75 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 The American Association for the PC S182,351.00 $0.00 $0.00 $182,351.00 $0.00 Advancement of Science 1200 New York Avenue NW Washington, DC 20005 Staffrecommends a one-year grant of $182,351 to the American Association for the Advancement ofScience's White House Fellowship to advance prizes as a tool to spur innovation in priority domestic policy areas, such as workforce, education, and energy • $182,351.00 2012

The American Association for the PC $0.00 $167,000.00 $0.00 $167,000.00 $0.00 Advancement of Science 1200 New York Avenue NW Washington, DC 20005 To advance prizes as a fool to spur innovation in priority domestic policy areas, such as workforce development, education, and environment $167,000.00 2013

American Red Cross National PC $0.00 $5,000.00 $0.00 $5,000.00 $0.00 Headquarters 430 - 17th Street N.W. Washington, DC 20006 • For Central Illinois Chapter disaster relief $5,000.00 2013

76 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 The Aspen Institute Inc. PC $0.00 $150,000.00 $0.00 $150,000.00 $0.00 Dupont Circle, N.W., Suite 700 Washington, DC 20036 to support the Aspen Forum for Community Solutions and the Opportunity Youth Incentive Fund $150,000.00 2013

Center for Community Change PC $0.00 $100,000. 00 $000 $100,000 .00 $0.00 • 1536 U Street, NW Washington, DC 20009 To support plansfor the launch of Young Invincibles Midwest Office. $100,000.00 2013

Center on Budget and Policy Priorities PC $0.00 $300 ,000.00 $0. 00 $150,000 . 00 $150,000.00 820 First Street NE, Suite 510 Washington, DC 20002 to support research and policy analysis on fiscal policy matters affecting low-income families, federally and in the Midwest. (2 yrs) $300,000.00 2013

Chicago Metro History Education Center PC $0.00 $10,000.00 $0.00 $ 10,000 00 $0.00 60 West Walton Street Chicago, IL 60610 • for general programs ofthe History Farr $10,000.00 2013

77 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 20 1 3 Chicago Public Media Inc. PC $0.00 $175,000.00 $0.00 $175,000.00 $0.00 Navy Pier 848 East Giand Avenue Chicago, IL 60611 for in-depth regional reporting on educauon, employment, environment, anI gun violence prevention. $175,000.00 2013 Chicago Public Media Inc. PC SO 00 $135, 000.00 $0 00 $135 ,000.00 50.00 Navy Pier • 848 East Grand Avenue Chicago, IL 60611 To support a reporter who will provide in-depth coverage ofSprhngfieldpolicy debates $135,000.00 2013 Chicago Run PC S0.00 $ 5,000.00 $0 . 00 $5,000 . 00 $0.00 3611 N. Kedzie Chicago, IL 60618 to support the Chicago Run program in one Ch;cago Public School $5,000.00 2013 Chicago Votes NC $0 00 $25,000.00 $0 00 $25,000.00 $0.00 114 North Aberdeen • Chicago, IL 60608 To increase digital capacity to achn•e policy objectives. $25,000.00 2013

78 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Civic Consulting Alliance SOIL $0.00 $300,000.00 $0.00 5190,000.00 $110,000.00 21 South Clark Street, Suite 4301 Chicago, IL 60603 To provide strategic consulting to the City ofChicago and the Stale ofIllinois in the areas ofeducation and u'crkforce development $300,000.00 2013 Civic Consulting Alliance SO 11 $ 000 $200,000 .00 S0.00 $100,000.00 $100 , 000.00 • 21 South Claik Street, Su i:e43.01 Chicago, IL 60603 To support a mayoral initiative, Thrive Chicago. $200,000.00 2013 Clean Wisconsin Inc. PC $0.00 $ 20,000.00 $0.00 $20,000.00 $0.00 634 West Main Street, Suite 300 Madison , WI 53703 to support a new m ed.,'a aid public engagement list-building project $20,000.00 2013 Clean Wisconsin Inc. PC S0.00 $25,000.00 $0.00 $25,000.00 $0.00 634 West Main Street , Suite 300 Madison, WI 53703 To increase new media capacity, to achieve • policy objectives. $25,000 00 2013

79 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Statu s 2013 2013 2013 2013 201 3 Concerned Christian Men PC $000 $10,000.00 $0.00 $10,000.00 50.00 820 East 87th Street Suite 202 Chicago, IL 60619 for general support $10,000.00 2013 Democracy a Journal of Ideas PC 50.00 $25,000.00 $0.00 $25,000.00 $0.00 818 l 8th Street, NW Suite 750 Washington, DC 20006 • For general support $25,000.00 2013 Demos PC 50.00 S 10,000.00 $000 S10,00000 SO 00 220 Fifth Avenue 5th Floor New York, NY 10001 to support the "Did Deinocract- Win or Lose hr 20! 2"A, nerican Prospect Report $10,000.00 2013 Donors Forum PC 50.00 5100,000.00 $0.00 $50,000.00 $50.000.00 208 South LaSalle Street, Suite 1540 Chicago, IL 60604-1006 To serve as a leading voice and coordinator ofphilanthropic and nonprofit advocacy in Illinois • $100,000.00 2013 Greater Chicago Food Depository PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 4100 West Ann Lurie Place Chicago, IL 60632 10 support hanger relief cjorts $25,000.00 2013

80 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 President and Fellows of Harvard College PC $0.00 $75,000.00 $0.00 $75,000.00 $0.00 John F. Kennedy School of Government 79 John F. Kennedy Street Box 9143 Cambridge, MA 02138 for the launch ofthe Initiativefor Sustainable Arts in America (SustainArts).

$75,000.00 2013

Heartland Alliance for Human Needs & PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 Human Rights • 208 South LaSalle Street, Suite 1818 Chicago, IL 60604 to support its National Immigrant Justice Center program $25,000.00 2013 Human Rights Watch PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 Chicago Office 440 North Wells, Suite 200 Chicago, IL 60654 to support its Chicago office $25,000.00 2013 iCivics PC $0.00 $20,000.00 $0.00 $20,000.00 $0.00 2001 S Street NW, Suite 400 Washington, DC 20009 To expand iCivics'reach into the Midwest. • $20,000.00 2013

81 Fiscal Year 2013 Beginning Balance 'Newly Allocated Amended Amount Paid Ending Balance Recipient andior Pu rp ose Tax Status 2013 2013 2013 201 3 2013 Illinois Arts Alliance Foundation PC $0.00 $3,500.00 $0.00 $3,500.00 $0.00 70 East Lake Street, Suite 420 Chicago, IL 60601 to support the Voices ofa Creative State inaugural benefit luncheon. $3,500.00 2013 Illinois Arts Alliance Foundation PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 70 East Lake Street, Suite 420 Chicago, IL 60601 To support new media capacity-building • that will advance the organization 's policy agenda. $25,000.00 2013 Illinois Council Against Handgun Violence PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 223 West Jackson Boulevard, Suite 802 Chicago, IL 60606 To increase digital capacity to achieve policy goals. $25,000.00 2013 Independent Sector PC $0.00 $25,000.00 $0.00 $25,000 .00 $0.00 1602 L Street NW, Suite 900 Washington , DC 20036 to support its 2013 Annual Conference.

P

$25,000.00 2013

82 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Independent Sector PC $0.00 $15,000.00 $0.00 $15,000.00 $0.00 1602 L Street NW, Suite 900 Washington , DC 20036 supportfor a new educational campaign $15,000.00 2013 Innovation Foundation Inc. PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 dlb!a Chicago Ideas Week 600 West Chicago Avenue, Suite 700 Chicago, IL 60654 • to support Chicago Ideas Week, a week-long series ofpublic presentations, events, lectures, and workshops presented by scholars, artists, educators, scientists, writers, and other thought leaders from around the world in Chicago in October 2013. $50,000.00 2013 John F. Kennedy Library Foundation PC $0.00 $15,000.00 $0.00 $15,000.00 $0.00 Columbia Point Boston , MA 02125 To support educational programs. $15,000.00 2013 Marwen Foundation PC $0.00 $5,000.00 $0.00 $5,000 00 $0.00 833 North Orleans Street Chicago, IL 60610 • to support Marwen's programs. $5,000.00 2013

83 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recip ient a n d/or Purpose Tax Status 2013 2013 2013 2013 201 3 National Association for Urban Debate PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 Leagues 200 South Michigan Avenue, Suite 1040 Chicago, IL 60604 to support ongoing pro/ectsfor urban debate $10,000.00 2013 National Park Foundation PC $0.00 $50,000.00 $0 00 $50,000.00 $0.00 1201 Eye Street, NW, Suite 550B Washington, DC 20005 • to support 501h Anniversary ofMarch on Washington $50,000.00 2013 National Public Radio inc. PC $150,000.00 $0.00 $0.00 $150,000.00 $0.00 I 111 North Capitol St, NE Washington, DC 20002 for support ofNPR's coverage of education, energy, and employment issues in the Midwest, as well as for two reporter trainings. $300,000.00 2012 National Skills Coalition PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 1730 Rhode Island Avenue NW, Suite 712 Washington , DC 20036 To increase digital capacity to achieve • policy goals. $25,000.00 2013

84 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status . 2013 2013 2013 2013 2013 New Organizing Institute Education Fund PC $0.00 $75,000.00 $0.00 S75,000.00 $0.00 1133 19th Street NW, Suite 850 Washington, DC 20036 to support two new media trainings for Joyce grantees in Chicago. $75,000.00 2013

New Venture Fund PC $0.00 $75,000.00 $0.00 $75,000.00 $0.00 1201 Connecticut Ave NW, Suite 300 Washington, DC 20036 To develop a new guide to incentive prizes is for government leaders $75,000.00 2013

Northwestern University PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 2040 Sheridan Road Evanston , IL 60208-4100 To support year two ofthe evaluation of reform initiatives of the Chicago Police Department. $100,000.00 2013

Ohio Environmental Council PC $0.00 $25,000.00 $0.00 $25,000 00 $0.00 1207 Grandview Avenue, Suite 201 Columbus, OH 43212 To Increase digital capacity to achieve p olicy goals. $25,000.00 2013

85 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 The Posse Foundation Inc. PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 11 I West Jackson Boulevard, Suite 1900 Chicago, IL 60604 to support Posse Chicago $25,000.00 2013 Rebuild Foundation PC $0.00 $75,000.00 $0.00 $75,000.00 $0.00 6918 South Dorchester Avenue Chicago, IL 60637 To support strategic planning and leadership development to boost the • organization's long-term impact. $75,000.00 2013 Rockefeller Philanthropy Advisors inc. PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 6 West 48th Street IOth Floor New York, NY 10036 to support the National Purpose Initiative $50,000.00 2013 Sargent Shriver National Center on PC $0.00 $10,000.00 $0.00 $10,000 00 $0.00 Poverty Law Inc. 50 East Washington Street, Suite 500 Chicago, IL 60602 to support the publication ofa Clearinghouse Review Special Issue. $10,000.00 41 1 2013

86 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andfor Purpose Tax Status 2013 2013 2013 201 3 2013 Midwest Lumber Museum Inc. PC $0.00 $5,000.00 $0.00 $5,000.00 $0.00 P.O. Box 3191 Clinton, IA 52732 To support an interactive portrait gallery ofClinton, lows s lumber barons, including David Joyce. $5,000.00 2013 State Voices PC $0.00 $75, 000.00 $0.00 $75 ,000.00 $0.00 500 Griswold Street, Suite 2850 Detroit, MI 48226 • For data services and technology to increase the effectiveness ofpolicy advocacy by Illinois nonprofits through greater constituent mobilization and cross-organizational collaboration.

$75,000.00 2013 StoryCorps PC $150,000.00 $0.00 $0.00 $75,000.00 $75,000.00 80 Hanson Place, 2nd Floor Brooklyn, NY 11217 to launch and maintain a StoryBooth within the Chicago Cultural Center, establishing the site as StoryCorps' midwestern hub ofoperations. $225,000.00 2012 0

87 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Tides Center PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 P.O. Box 29907 San Francisco, CA 94129-0907 to support general operating expenses-for the Young Centerfor Immigrant Children's Rights. $10,000.00 2013

Uhlich Children ' s Advantage Network PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 3737 North Mozart Street Chicago, IL 60618-3689 • to support the Hands Without Guns program $25,000.00 2013 The University of Chicago The Harris PC $0.00 $75 ,000.00 $0.00 $75,000.00 $0.00 School 1155 East 60th Street Chicago, IL 60637 To provide staffsupport to the Richard A4. Daley Distinguished Senior Fellowship. $75,000.00 2013

The University of Chicago PC $0.00 $300,000.00 $0.00 $300,000.00 $0.00 Administration Building 5801 South Ellis Avenue Chicago, IL 60637 to support programming aligned with • Joyce's interests. $300,000.00 2013

88 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient andlor Purpose Tax Status 2013 2013 2013 2013 2013 Urban Alliance Foundation PC $0.00 $10,000.00 $0.00 $10,000.00 $0.00 29 S. LaSalle Street Suite 610 Chicago, IL 60603 to support second program year rn Chicago $10,000.00 2013

Window to the World Communications PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 inc. 5400 North St. Louis Avenue is Chicago, IL 60625-0698 To support reporting on environment, education, and employment issues on Chicago Tonight and the PBS iVewsHour.

$100,000.00 2013

Wisconsin Center for Investigative PC $0.00 $100,000.00 $0.00 $100,000.00 $0.00 Journalism 5006 Vilas Communication Hall 821 University Avenue Madison, WI 53706 to cover stories in Wisconsin related to political reform, environmental protection, and gun violence prevention and, in partnership with MinnPosi, to cover • stories in Minnesota on political reform, with an emphasis onfair courts. $100,000.00 2013

89 Fiscal Year 2013 Beginning Balance Newly Allocated Amended Amount Paid Ending Balance Recipient and/or Purpose Tax Status 2013 2013 2013 2013 2013 Women Employed Institute PC $0.00 $25,000.00 $0.00 $25,000.00 $0.00 65 East Wacker Place, Suite 1500 Chicago, IL 60601 To build new media capacity to advance its policy objectives. $25,000.00 2013 Year Up PC $0.00 $50,000.00 $0.00 $50,000.00 $0.00 223 W. Jackson Suite 400 Chicago, IL 60601 to support the Year Up Chicago program $50,000.00 2013 Total Special Opportunities (58 items) $ 502,351.00 $3,440,500.00 - $•20,000 $3,437,851.00 $485,000.00

Grand Totals (324 Items) $12,085,574 $35,587,794.00 -$ 240,853.00 $35,081,737.00 $ 12,350,773.00

90 • •

BY-LAWS of THE JOYCE FOUNDATION

ARTICLE I

Purposes

The purposes of the corporation as stated in its certificate of incorporation are charitable, scientific, literary and educational purposes, no part of the net earnings of which shall inure to the benefit of any member or individual.

The corporation also has such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.

ARTICLE II

Offices

The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the board of directors may from time to time determine.

ARTICLE III

Members

SECTION 1. MEMBERSHIP . The corporation shall have one class of members, to be designated Regular Members.

SECTION 2. ELECTION AND TENURE OF MEMBERS . Applicants for membership shall be nominated by a member and shall be elected and reelected to full status as a regular member of the corporation by an affirmative vote of a majority of members . All members shall serve terms of three years.

SECTION 3. VOTING RIGHTS . Each member shall be entitled to one vote on each matter submitted to a vote of the members.

(Includes all amendments through December 5, 2013)

CHIT 1565064v 10 • •

SECTION 4. TERMINATION OF MEMBERSHIP . The members by affirmative vote of two-thirds of all of the members may suspend or expel a member with or without cause.

SECTION 5. RESIGNATION . Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues , assessments , or other charges theretofore accrued and unpaid.

SECTION 6. REINSTATEMENT . Upon written request signed by a former member and filed with the Secretary, the members may by the affirmative vote of two-thirds of the members reinstate such former member to membership upon such terms as the members may deem appropriate.

SECTION 7. TRANSFER OF MEMBERSHIP . Membership in this corporation is not transferable or assignable.

ARTICLE IV

Meetings of Members

SECTION 1. ANNUAL MEETING AND ELECTION AND REMOVAL OF DIRECTORS . An annual meeting of the members shall be held on the second Tuesday in December of each year beginning with the year 1980, at the hour of 9:15 o'clock A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If such day be a legal holiday , the meeting shall be held at the same hour on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the members shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently may be. Members shall elect and reelect directors by a majority vote and by a two-thirds vote may remove directors with or without cause.

SECTION 2. SPECIAL MEETING . Special meetings of the members may be called either by the president or not less than one-third of the members having voting rights.

SECTION 3. PLACE OF MEETING. The president may designate any place, either within or without the State of Illinois , as the place of meeting for any annual meeting or for any special meeting of the members. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Illinois, provided, however, that if all of the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 4. NOTICE OF MEETINGS . Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meetings, not less than five nor more than forty days before the date of such meeting, by or at the direction of the president , or the secretary, or the officers or persons calling the meeting . In case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice . If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail,

-2- CM 11565064v 10 • • addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5. INFORMAL ACTION BY MEMBERS . Any action required to be taken at a meeting of the members of the corporation , or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM . The members holding one-half of the votes which may be cast at any meeting shall constitute a quorum at such meeting . If a quorum is not present at any meeting of members , a majority of the members present may adjourn the meeting from time to time without further notice.

SECTION 7. PROXIES . At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

ARTICLE V

Board of Directors

SECTION 1. GENERAL POWERS . The affairs of the corporation shall be managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS . The number of directors shall be not less than nine and not more than fourteen . Each director except the Chairman shall hold office until the next annual meeting of members and until his or her successor shall have been elected and qualified . The Chairman's term is governed by Article VI. 6. Directors need not be residents of Illinois or members of the corporation . Except for persons who are directors on July 20, 1994, after a director shall have served eight consecutive one-year terms, he or she shall be ineligible for re-election as a director until one year has elapsed after the expiration of the last of such terms ; provided, however, that such limitation shall not be applicable to a director during his or her service as chairman, president or as a member of the corporation, but shall become applicable immediately after such service if such person has served eight or more consecutive one-year terms as a director at such time.

SECTION 3. REGULAR MEETINGS . A regular annual meeting of the board of directors shall be held without other notice other than this by- law, immediately after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the board without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS . Special meetings of the board of directors may be called by or at the request of the president or any two directors . The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Illinois , as the place for holding any special meeting of the board called by them.

- 3-CI-[l1 1565064v 10 • •

SECTION 5. NOTICE . Notice of any special meeting of the board of directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

SECTION 6. QUORUM . A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. MANNER OF ACTING . The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these by-laws.

SECTION 8. VACANCIES . Any vacancy occurring in the board of directors or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the members. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 9. COMPENSATION . In the discretion of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid an annual or other periodic retainer and/or a fixed sum for attendance at each meeting of the board of directors. No such payment shall preclude any director who is not a governmental official (as defined in Section 4946(c) of the Internal Revenue Code) from serving the corporation in any other capacity and receiving compensation therefor. Furthermore, directors who are governmental officials shall not be paid any compensation for any services they have in the past or may in the future furnish the corporation, nor shall their travel expenses be reimbursed except to the extent described in Section 4941(b)(2)(G)(vii) of the Internal Revenue Code, nor shall the corporation enter into any agreement to make any payments for such services or unpermitted expenses. Members of special or standing committees who are not governmental officials may be allowed additional compensation for service on such committee.

ARTTCT.V VT

Officers

SECTION 1. OFFICERS . The officers of the corporation shall be a chairman of the board of directors, a vice-chairman of the board of directors, a president, one or more vice presidents (the number thereof to be determined by the board of directors), a treasurer, a secretary, a chairman emeritus and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem -4- CHI 11565064v.10 • •

desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

SECTION 2. ELECTION AND TERM OF OFFICE . The officers of the corporation shall be elected annually by the boaid of directors at the regular annual meeting of the board of directors, except for the chairman whose term is governed by Article VI.6. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

SECTION 3. REMOVAL . Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

SECTION 5. SELECTION AND NOMINATION PROCESS Whenever there is an officer vacancy or a need for selection of an officer, the Governance and Nominating Committee shall promptly identify nominees for such position(s). The nominees shall have demonstrated accomplishments, leadership qualities and high ethical standards and shall bring a range of skills, diverse perspectives and backgrounds to the position. The Committee shall establish and share with the board a process and criteria for evaluation of the candidates and their suitability for service as an officer. The Committee shall evaluate candidates and their suitability for services as an officer in whatever fashion the committee deems appropriate.

(a) For officers to be selected at the regular annual meeting of the board of directors, the Committee shall convene in person, by telephone or by electronic conferencing no later than 90 days prior to the regular annual meeting. At the initial meeting, the Committee shall review a list of the current officers, potential candidates and any additional information the chairman of the committee shall deem appropriate. At the initial meeting, the Committee shall also adopt a schedule for its deliberations so as to submit to the board no later than 30 days prior to the regular annual meeting a slate of nominees for the board's consideration. The Chairman of the board shall in turn advise the entire board of the names of the nominees.

(b) The Committee schedule and a solicitation of comments or suggestions shall be distributed to the members of the board of directors promptly after the initial meeting of the Committee.

(c) In the event of a selection of officers to fill vacancies at other times, the same procedures shall be followed except the timeframe may be adjusted as deemed suitable by the Committee.

(d) The Committee shall consult with the Chairman of the board in determining its slate of nominees.

-5- CHI 11565064v.10 • •

SECTION 6. CHAIRMAN OF THE BOARD . The chairman of the board shall preside at all meetings of the members and of the board of directors and shall perform such other duties as may from time to time be prescribed by the members or the board of directors. The term of the chairman of the board shall be six (6) years and until his or her successor shall have been elected and qualified . The chairman may be elected to a maximum of two six (6) year terms. The six (6) year term for the first chairman subject to this term limit shall be deemed to have begun with his election at the 2011 regular annual meeting, and the expiration of the chairman's first six year term shall occur at the end of the 2017 regular annual meeting.

SECTION 7. VICE-CHAIRMAN OF THE BOARD . The vice-chairman of the board shall preside at meetings of the members and of the board of directors in the absence of the chairman of the board and shall perform such other duties as may from time to time be prescribed by the members or the board of directors.

SECTION 8. PRESIDENT . The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

SECTION 9. VICE PRESIDENT . In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents, in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president . Any vice president shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 10. TREASURER. If required by the board of directors , the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine . He shall have charge and custody of and be responsible for all funds and securities of the corporation ; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks , trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 11. SECRETARY . The secretary shall keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law ; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents , the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and in general perform all duties incident to the office of secretary -6- CHII 1565064v 10 • • and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES . If required by the board of directors , the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine . The assistant treasurers and assistant secretaries , in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the board of directors.

SECTION 13. CHAIRMAN EMERITUS . The board of directors may elect a chairman emeritus. The chairman emeritus shall be entitled to receive notice of all meetings of the board of directors and attend and participate in all meetings and shall have the right to vote. The chairman emeritus may be appointed to sit as a voting member of any committee. Election of chairman emeritus shall be by a majority of the members of the board of directors and shall be elected for a one year term renewable for as many terms as the board shall choose.

ARTICLE VII

Committees

SECTION 1. EXECUTIVE COMMITTEE . The chairman of the board, with the approval of the majority of the board, shall establish an executive committee, which shall consist of two or more directors who shall be appointed by the chairman of the board and approved by a majority of the board of directors. Between meetings of the board of directors, the executive committee shall have and may exercise all of the authority of the board of directors in the management of the corporation, but the designation of such committee shall not operate to relieve the board of directors or any individual director of responsibility imposed on him by law. The chairman of the board shall chair the executive committee. The executive committee members shall serve at the pleasure of the board of directors. Action taken by the executive committee shall be reported to the board of directors promptly after adoption. The executive committee may not:

(1) Adopt a plan for the distribution of the assets of the corporation, or for dissolution;

(2) Approve or recommend to members any act the General Not For Profit Corporation Act or these by-laws requires to be approved by members;

(3) Fill vacancies on the board or on any of its committees;

(4) Elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee;

(5) Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or

(6) Amend, alter, repeal or take action inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors

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provides by its terms that it shall not be amended, altered or repealed by action of a committee.

SECTION 2. OTHER COMMITTEES . The chairman of the board, with the approval of the majority of the board, may create one or more other committees to serve such purpose or perform such functions as the chairman of the board specifies. The chairman of the board, with the approval of the majority of the board of directors shall appoint the committee chairs and shall appoint directors or such other persons to serve on the committee or committees. Each committee shall have two or more members, who serve at the pleasure of the board.

SECTION 3. PROCEDURE . Unless the appointment by the board of directors requires a greater number, a majority of any committee shall constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the action of the board of directors , the committee by majority vote of its members shall determine the time and place of its meetings and the notice required therefor.

ARTICLE VIII

Contracts, Checks, Deposits and Funds

SECTION 1. CONTRACTS . The board of directors may authorize any officer or officers , agent or agents of the corporation, in addition to the officers so authorized by these by- laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money , notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors , such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.

SECTION 3. DEPOSITS . All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

SECTION 4. GIFTS . The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

ARTICLE IX

Certificates of Membership

SECTION 1. CERTIFICATES OF MEMBERSHIP . The board of directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the board. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and shall be sealed with the seal of

-8- CM 1 1565064v.10 • • the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the board of directors may determine.

SECTION 2. ISSUANCE OF CERTIFICATES . When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the secretary, if the board of directors shall have provided for the issuance of certificates of membership under the provisions of Section I of this Article.

ARTICLE X

Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI

Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XII

Seal

The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, "Corporate Seal, Illinois."

ARTICLE XIII

Waiver of Notice

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provision of the articles of incorporation or the by- laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE XIV

Amendments to By-laws

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the members present at any regular meeting or at any special meeting, provided that at least two days' written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.

ARTICLE XV

Indemnification of Directors and Officers

SECTION 1. RIGHT TO INDEMNIFICATION . Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, (including, without limitation, an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative ("Proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or, as a director or officer of the corporation, is or was serving at the request of the corporation's Board of Directors or its designee as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity, shall be indemnified and held harmless by the corporation to the fullest extent not prohibited by law, including but not limited to Section 108.75 of the Illinois General Not For Profit Act of 1986 (the "Act"), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said Act permitted the corporation to provide prior to such amendment), against all expenses, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding ( or part thereof) initiated by such person was authorized by the board of directors of the corporation.

SECTION 2. RIGHT TO ADVANCEMENT OF EXPENSES . The right to indemnification granted in Section I shall include the right to be paid by the corporation expenses (including reasonable attorneys' fees) incurred in defending any such Proceeding in advance of its final disposition ; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made only upon delivery to the corporation of an undertaking , by or on behalf of such director or officer, in which such director or officer agrees to repay all amounts so advanced if it should be ultimately determined that such person is not entitled to be indemnified under Section 1 or otherwise.

SECTION 3. RIGHT OF CLAIMANT TO BRING SUIT .

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(a) If a claim under Sections 1 or 2 is not paid in full by the corporation within thirty days after a written claim therefor has been received by the corporation, the claimant may any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim (including reasonable attorneys' fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has engaged in conduct which prohibits the corporation under the applicable law from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.

(b) None of (i) the failure of the corporation (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met any required standard of conduct, (ii) an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its members) that the claimant has not met any required standard of conduct, nor (iii) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent shall be a defense to the action or create a presumption that the claimant has not met any required standard of conduct.

SECTION 4. CONTRACTUAL RIGHTS: APPLICABILITY . The right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

SECTION 5. NON-EXCLUSIVITY OF RIGHTS . The rights conferred on any person by Sections 1, 2 and 3 shall not be exclusive of and shall be in addition to any other right which such person may have or may hereafter acquire under any statute, provision of the Articles of Incorporation, bylaw, agreement, vote of members or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such person.

SECTION 6. NOTICE TO MEMBERS . If the corporation has paid indemnity or has advanced expenses under this Article to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.

SECTION 7. AUTHORITY TO INSURE . The corporation is authorized to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article or otherwise, provided the purchase or maintenance of such insurance shall not be prohibited by law, including but not limited to Section 108.75 of the Act. -11- CHIl 1565064v 10 * i

SECTION 8. SAVINGS CLAUSE . If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each person afforded indemnification under this Article as to expenses, liability and loss (including attorneys ' fees reasonably incurred , judgments , fines and amounts paid in settlement) with respect to any Proceeding or appeal to the full extent permitted by any applicable portion of this Article which shall not have been invalidated by the Act or by any other applicable law.

(Includes all amendments through December 5, 2013)

-12- CHII 1565064v 10 0 6 F.8868 Application for Extension of Time To File an (Rev January2014) Exempt Organization Return OMB No 1545-1709 Department of the Treasury File a separate application for each return ► www. irs gov/form8868. Internal Revenue Service ► Information about Form 8868 and its instructions is at • If you are filing for an Automatic 3-Month Extension , complete only Part I and check this box , , , , , , , , . , , , , , ► K • If you are filing for an Additional ( Not Automatic ) 3-Month Extension , complete only Part II (on page 2 of this form) Do not complete Partll unless you have already been granted an automatic 3-month extension on a previously filed Form 8868

Electronic filing (e-file). You can electronically file Form 8868 if you need a 3-month automatic extension of time to file (6 months for a corporation required to file Form 990-T), or an additional (not automatic) 3-month extension of time You can electronically file Form 8868 to request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (see instructions) For more details on the electronic filing of this form, visit www irs gov/efde and click on e-fi/e for Charities & Nonprofits Automatic 3-Month Extension of Time. Only submit original (no copies needed) A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Part Ionly q All other corporations (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of time to file income tax returns Enter filer's identifying number, see instructions I Name of exempt organization or other filer, see instructions Employer identification number (EIN) or Type or print I THE JOYCE FOUNDATION 36-6079185 File by the Number, street, and room or suite no If a P 0 box, see instructions Social security number (SSN) due date for filing your 321 N. CLARK STREET, SUITE 1500 return See City, town or post office, state, and ZIP code For a foreign address, see instructions instructions CHICAGO, IL 60654 Enter the Return code for the return that this application is for (file a separate application for each return) ......

Application Return Application Return Is For Code Is For Code Form 990 or Form 990-EZ 01 Form 990-T ( corp oration ) 07 Form 990-BL 02 Form 1041-A 08 Form 4720 ( individual ) 03 Form 4720 ( other than individual ) 09 Form 990-PF 04 Form 5227 10 Form 990-T ( sec 401 a or 408 (a) trust ) 05 Form 6069 11 Form 990-T ( trust other thaabove ) 06 Form 8870 12

• The books are in the care of DEBORAH GILLESPIE ► ------

312 782-2464 Telephone No ► FAX No ► q • If the organization does not have an office or place of business in the United States , check this box , , , , , , , , , , , , , , , ► • If this is for a Group Return , enter the organization's four digit Group Exemption Number (GEN) If this is q for the whole group , check this box , , , , , , ► If it is for part of the group , check this box, , . , , , , ► E^j and attach a list with the names and EINS of all members the extension is for 1 I request an automatic 3- month (6 months for a corporation required to file Form 990-T) extension of time until 08 /15_, 20 1 4 -, to file the exempt organization return for the organization named above . The extension Is for the organization ' s return for ► calendar year 20 13 or ______, ► tax year beginning 20- - _, and ending ------______, 20 _

2 If the tax year entered in line 1 is for less than 12 months , check reason q Initial return q Final return q Change in accounting period 3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069 enter the tentative tax, less any nonrefundable credits See instructions 1,8 87 ,675. b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made Include any prior year overpayment allowed as a credit 3b $ 1, 387, 675. c Balance due. Subtract line 3b from line 3a Include your payment with this form, if required, by using EFTPS (Electronic Federal Tax Payment System) See instructions 3c $ 500 , 000. Caution If you are going to make an electronic funds withdrawal (direct debit) with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions For Privacy Act and Paperwork Reduction Act Notice , see instructions . Form 8868 (Rev 1-2014)

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Form 8868 (Rev 1-2014) Page 2 • If you are filing for an Additional ( Not Automatic ) 3-Month Extension , complete only Part II and check this box...... ► U Note . Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868 • If ou are film for an Automatic 3-Month Extension , com p lete only Part I (on pa ge 1 ) Additional ( Not Automatic ) 3-Month Extension of Time. Only file the original (no copies needed) Enter filer' s identify ing number, see instructions Name of exempt organization or other filer, see instructions Employer identification number (EIN) or Type or print I T HE JOYCE FOUNDATION 1 36-6079185 Number , street, and room or suite no If a P 0 box, see instructions Social security number (SSN) File by the due date for 321 N. CLARK STREET, SUITE 1500 filing your City , town or post office, state, and ZIP code For a foreign address , see instructions return See instructions CHICAGO, IL 60654 Enter the Return code for the return that th is application is for (file a separate aoDlication for each return) - Ili Application Return Application Return Is For Code Is For Code Form 990 or Form 990-EZ 01 Form 990-BL 02 Form 1041-A 08 Form 4720 ( individual ) 03 Form 4720 other than Ind!v a 09 Form 990-PF 04 Form 5227 10 Form 990-T sec 401 a or 408 (a ) trust) 05 Form 6069 11 Form 990-T ( trust other than above ) 06 Form 8870 12 S I car! uo not complete tart II It you were not already granted an automatic 3-mo gth ion on a previously filed Form 8868. • The books are in the care of ► 'Ova Telephone No 312 782-2464 ► Fax No ► • If the organization does not have an office or place of business in the Urn d Stat , check this box q ...... ► • If this is for a Group Return, enter the organization's four digit Group E empp 1G umber (GEN) If this is for the whole group, check this box ...... q If it is for part up, check this ► box...... ► and attach a list with the names and EINs of all members the extension is for 4 I request an additional 3-month extension of time until 11/17 , 20 14 5 For calendar year 2013 , or other tax year beginning 00, , 20 , and ending 1 20 6 If the tax year entered i n line 5 is for less than 12 mom reason Initial return Final return q Change i n accounting period 7 State in detail why you need the extension T A} YER HAS NOT YET RECEIVED THIRD PARTY INFORMATION NECESSARY TO FILE L AND ACCURATE RETURN.

8a If this application is for Forms 990-PF, 990-T, 4720 , or 6069, enter the tentative tax, less any nonrefundable credits See Instru s 8a $ 1, 887, 675. b If this appl ication is for F s -PF, 990-T, 4720, or 6069 , enter any refundable credits and estimated tax payments nclude any prior year overpayment allowed as a credit and any amount paid previously wit 8868 8b $ 1, 887, 675. c Balance Due . Subtract line 8b from line 8a Include your payment with this form , if required, by us ing EFTPS (Electronic Federal Tax Payment System ) See instructions 8c $ 0 Signature and Verification must be completed for Part II only. Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete, and that I am authorized to prepare this form

Signature Title ► Date ► Form 8868 (Rev 1-2014)

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