Foundations are increasingly emphasizing “place-based” approaches as critical in achieving ambitious, complex goals such as reducing poverty, improving community health and advancing racial justice. Place-based philanthropy involves extensive, long-term investments in a defined geographic community (e.g., city, county, town, neighborhood). While conventional philanthropy provides support for individual programs or organizations, a place-based approach supports multiple lines of complementary work that are expected to add up to a comprehensive approach to community change. Up until the early 2010s, the most common approach for place-based philanthropy was for the foundation to convene a representative group of local stakeholders and charge them with developing a shared strategy for addressing a large, cross-cutting community issue. That strategy would involve complementary lines of work from a variety of local groups. The foundation would fund all of some of the work specified in the plan and would continue to support and connect with the planning group over the life of the initiative. This approach sometimes led to positive community change, but in other cases the groups became absorbed in unproductive processes or splintered into factions. “Cultivation” is an alternative model for place-based philanthropy. Rather than expecting local leaders to come together and develop a new strategy, the cultivation approach presumes that the seeds of high-payoff solutions already exist somewhere in the community. A foundation can add value by finding those ideas and then supporting their development and implementation. Rather than monitoring the work of a coalition, foundation staff become on-the-ground explorers, activators, connectors, supporters, coaches, etc. This approach was first implemented by Kate B. Reynolds Charitable Trust within its Healthy Places NC initiative. That initiative was jointly designed by Allen Smart and Doug Easterling. Subsequently, Doug partnered with Jehan Benton-Clark to replicate the approach at the Colorado Health Foundation. In both cases, the foundation stimulated local institutions and systems to become more inclusive and responsive, while also building the power and influence of grassroots leaders. Those results, in combination with the experience of other foundations that incorporated cultivation into their place-based strategies, indicate that deploying foundation staff as cultivators adds value well beyond what occurs when foundations act in passive or transactional roles. However, cultivation also requires a set of competencies that extends well beyond what most foundations expect of their program officers.