Over 20 weeks, I partnered Bay Ed Fund, a philanthropy that seeks to partner with and improve local, suburban school districts. Through a trust-based or power-shifting philanthropic model, the Bay Ed Fund looks to empower the district stakeholders to engage in a long term, change making process over seven to ten years for the sake of student-centered, district improvements. During my time with the Bay Ed Fund, I worked on two congruent projects: first with the consulting company Estrada Darley Miller Group and next with the Bay Ed Fund itself. In partnership with South San Francisco Unified School District, both projects focused on aspects of district change. I began by examining the literature on community driven, K-12, district change efforts. I also led a project regarding the acquisition and retention of talented individuals at key district leadership positions, that can be leveraged for long-term change. My time with the Bay Ed Fund exposed me to the intricacies and challenges involved in educational philanthropic work, and I am equipped with new skills in research, literature reviews, interviewing, and systems thinking. Among the materials, you will find a visualization of the artifacts, a district profile, a literature review, the themes from the Talent Project, and a team strategy meeting agenda.