Form990-PF
Click to see list of attachments

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 10-01-2017 , and ending 09-30-2018
Name of foundation
WALTER PAYNE FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)11405 HARCOURT TERRACE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23233
A Employer identification number

01-0626611
B Telephone number (see instructions)

(804) 780-2038
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$3,720,048J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 1,092 1,092  
4 Dividends and interest from securities... 58,324 58,324  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 172,034
b Gross sales price for all assets on line 6a 771,117
7 Capital gain net income (from Part IV, line 2)... 172,034
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 231,450 231,450  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 32,485 16,242   16,243
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 58      
b Accounting fees (attach schedule)....... Click to see attachment 3,160      
c Other professional fees (attach schedule).... Click to see attachment 36,391 36,391    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 3,991 2,749   1,242
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 70      
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 76,155 55,382   17,485
25 Contributions, gifts, grants paid....... 149,000 149,000
26 Total expenses and disbursements. Add lines 24 and 25 225,155 55,382   166,485
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 6,295
b Net investment income (if negative, enter -0-) 176,068
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2019)
Form 990-PF (2019)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 66,735 70,806 70,806
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
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) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 2,360,883 Click to see attachment2,363,148 3,649,242
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,427,618 2,433,954 3,720,048
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
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 bullet)    
23 Total liabilities (add lines 17 through 22).........   0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 2,427,618 2,433,954
29 Total net assets or fund balances (see instructions)..... 2,427,618 2,433,954
30 Total liabilities and net assets/fund balances (see instructions). 2,427,618 2,433,954
Part III
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
2,427,618
2
Enter amount from Part I, line 27a .....................
2
6,295
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
41
4
Add lines 1, 2, and 3 ..........................
4
2,433,954
5
Decreases not included in line 2 (itemize) bullet
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
2,433,954
Form 990-PF (2019)
Form 990-PF (2019)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a SEE ATTACHED SCHEDULE A P 2001-01-01 2018-06-01
b SEE ATTACHED SCHEDULE B P 2001-01-01 2018-06-01
c CLASS ACTION LAW SUITS P 2001-01-01 2018-06-01
d Capital Gain Dividends      
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 518,202   399,555 118,647
b 228,388   199,528 28,860
c 290     290
d       24,237
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       118,647
b       28,860
c       290
d        
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 172,034
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 Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
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 instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2018 162,297 3,416,281 0.04751
2017 165,458 3,218,315 0.05141
2016 158,484 3,407,093 0.04652
2015 142,984 3,291,024 0.04345
2014 125,550 2,930,881 0.04284
2
Total of line 1, column (d) .....................
2
0.231718
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.046344
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
3,646,878
5
Multiply line 4 by line 3......................
5
169,011
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
1,761
7
Add lines 5 and 6........................
7
170,772
8
Enter qualifying distributions from Part XII, line 4,.............
8
166,485
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2019)
Form 990-PF (2019)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
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 3,521
hereBulletand 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 3,521
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 3,521
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 1,200
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 1,200
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 2,321
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
No
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
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
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletVA
    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 .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2019 or the taxable year beginning in 2019? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 5
    Part VII-A
    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)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    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
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletJAMES E CRAWLEY Telephone no.bullet (804) 780-2038

    Located atbullet11405 HARCOURT TERRACERICHMONDVA ZIP+4bullet23233
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2019, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (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)?...............
    (6) Agree to pay money or property to a government official? (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.).......
    b
    If any answer is "Yes" to 1a(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 ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2019?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2019, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2019?.............
    If "Yes," list the years bullet20, 20, 20, 20
    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
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2019 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 period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2019.)..................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    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 jeopardy before the first day of the tax year beginning in 2019?
    4b
     
    No
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    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
     
    No
    .........bullet
    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?..........
    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?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    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?
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
    No
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    JAMES E CRAWLEY President
    5.00     		32,485    
    11405 HARCOURT TERRACE
    RICHMOND,VA23233
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    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 organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    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  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 8
    Part X
    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...................
    1a
    3,623,724
    b
    Average of monthly cash balances.......................
    1b
    78,690
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    3,702,414
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    3,702,414
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    55,536
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    3,646,878
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    182,344
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    182,344
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    3,521
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    3,521
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    178,823
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    178,823
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    178,823
    Part XII
    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
    166,485
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    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 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    166,485
    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
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    166,485
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2018     		(c)
    2018     		(d)
    2019
    1 Distributable amount for 2019 from Part XI, line 7 178,823
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only....... 148,268
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2019:
    a From 2014......  
    b From 2015......  
    c From 2016......  
    d From 2017......  
    e From 2018......  
    fTotal of lines 3a through e........  
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 166,485
    a Applied to 2018, but not more than line 2a 148,268
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2019 distributable amount..... 18,217
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2019.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter 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 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		160,606
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8 Excess distributions carryover from 2014 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2015....  
    b Excess from 2016....  
    c Excess from 2017....  
    d Excess from 2018....  
    e Excess from 2019....  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2019, enter the date of the ruling....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2019 (b) 2018 (c) 2017 (d) 2016
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList 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).)
    bList 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.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    WALTER PAYNE FOUNDATION
    PO BOX 85678
    RICHMOND,VA232855678
    (804) 780-2038
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATIONS SHOULD INCLUDE A DETAILED DESCRIPTION OF THE PROJECT, THE GEOGRAPHIC LOCATION AND GENERAL DESCRIPTION OF INTENDED BENEFICIARIES OF THE PROJECT, AND THE FINANCIAL NEEDS OF APPLICANT FOR THE PROJECT.
    cAny submission deadlines:
    REQUESTS SHOULD BE SUBMITTED BY JUNE 1.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    CONTRIBUTIONS WILL ONLY BE CONSIDERED FOR CHARITABLE ORGANIZATIONS LOCATED IN THE VIRGINIA COUNTIES OF APPOMATTOX AND PRINCE EDWARD, OR TO CHARITABLE ORGANIZATIONS BENEFITING PERSONS RESIDING, WORKING AND/OR ATTENDING SCHOOL IN THE VIRGINIA COUNTIES OF APPOMATTOX AND PRINCE EDWARD. PREFERENCE WILL BE GIVEN TO THOSE ORGANIZATIONS THAT DO NOT RECEIVE GOVERNMENT FUNDING.
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    THE APPOMATTOX COUNTY ASSEMBLY
    PO BOX 2169
    APPOMATTOX,VA24522     		NONE PUBLIC CHARITABLE 1,000
    HOLIDAY LAKE 4-H EDUCATIONAL CENTER
    1267 4-H CAMP ROAD
    APPOMATTOX,VA24522     		NONE PUBLIC SUPPORT NATURAL RESOURCES EDUCATIONAL PROGRAM 9,000
    PROSPECT VOL FIRE DEPARTMENT
    PO BOX 145
    FARMVILLE,VA23960     		NONE PUBLIC UPGRADE PROTECTIVE EQUIPMENT 6,000
    APPOMATTOX COUNTY HISTORICAL SOCIET
    PO BOX 253
    APPOMATTOX,VA24522     		NONE PUBLIC SUPPORT HISTORICAL EDUCATION PROGRAMS 7,500
    UNITED WAY OF PRINCE EDWARD
    PO BOX 122
    FARMVILLE,VA23901     		NONE PUBLIC CHARITABLE 9,000
    SCOPE MEALS ON WHEELS
    PO BOX 758
    FARMVILLE,VA23901     		NONE PUBLIC SUPPORT MEALS PROGRAM 6,500
    CONCORD VOL FIRE DEPARTMENT
    PO BOX 26
    CONCORD,VA24538     		NONE PUBLIC FUND PURCHASE OF PPE 6,000
    PAMPLIN VOL FIRE DEPARTMENT
    PO BOX 1099
    PAMPLIN,VA23958     		NONE PUBLIC UPGRADE EMERGENCY EQUIPMENT 6,000
    UNITED DAUGHTERS OF THE CONFED
    855 PRICE RD
    PAMPLIN,VA23958     		NONE PUBLIC SUPPORT HISTORICAL PROGRAMS 1,000
    LONGWOOD CENTER FOR THE VISUAL ARTS
    129 NORTH MAIN STREET
    FARMVILLE,VA23901     		NONE PUBLIC SUPPORT COMMUNITY ARTS PROGRAMS 6,000
    DARLINGTON HEIGHTS VOL FIRE DE
    3348 MORRIS CREEK RD
    PAMPLIN,VA23958     		NONE PUBLIC FUND BLDG IMPR AND PPE 6,000
    FACES FOOD PANTRY
    PO BOX 644
    FARMVILLE,VA23901     		NONE PUBLIC SUPPORT FOOD PROG FOR THE PROVISHED 10,000
    HABITAT FOR HUMANITY
    PO BOX 816
    FARMVILLE,VA23901     		NONE PC FUND HOUSING PROJECTS 7,500
    PROSPECT HISTORICAL SOCIETY
    1024 SULPHUR SPRING RD
    PROSPECT,VA23960     		NONE PC SUPPORT RESTORATION OF HISTORICAL BUILDINGS 1,000
    APPOMATTOX COUNTY COMMUNITY PARK
    PO BOX 863
    APPOMATTOX,VA24522     		NONE PC PARK FACILITIES 7,000
    GOOD SAMARITAN CLOTHING EXCHANGE
    PO BOX 2790
    APPOMATTOX,VA24522     		NONE PC FACILITY UPGRADES 1,000
    VIRGINIA LEGAL AID SOCIETY
    PO BOX 6200
    LYNCHBURG,VA24505     		NONE PC FUND LEGAL AIDE FOR THE POOR 7,000
    HUMANKIND
    150 LINDEN AVE
    LYNCHBURG,VA24503     		NONE PC SUPPORT CHILD ABUSE PREVENTION 6,000
    CARVER PRICE LEGACY MUSEUM
    PO BOX 833
    APPOMATTOX,VA24522     		NONE PC EDUCATIONAL 1,000
    VIRGINIA TECH -VA APPOMATTOX COOP E
    PO BOX 488
    APPOMMATTOX,VA24522     		NONE PC SUPPORT EDUCATIONAL CAMPS 1,500
    APPOMATTOX 1865 FOUNDATION
    827 WOLF CREEK LANE
    APPOMATTOX,VA24522     		NONE PC fund educational programs 2,000
    MISSIONARY FOOD BANK
    394 GUM BRANCH DRIVE
    APPOMATTOX,VA24522     		NONE PC SUPPORT FOOD BANK 2,000
    HEART OF VIRGINIA FREE CLINIC
    PO BOX 142
    FARMVILLE,VA23901     		NONE PC MEDICAL CARE FOR THE WORKING POOR 5,000
    LYNCHBURG DAILY BREAD
    721 CLAY STREET
    LYNCHBURG,VA24504     		NONE PC SUPPORT FOOD MINISTRY FOR THE HUNGRY 7,500
    THE ARC OFCENTRAL VIRGINIA
    1508 BEDFORD AVE
    LYNCHBURG,VA24504     		NONE PC FUND SCHOLARSHIPS FOR CAMP MEADOWLARK 4,000
    WOLFBANE PRODUCTIONS
    524 COUNTRY CLUB ROAD
    APPOMATTOX,VA24522     		NONE PC SUPPORT EDUCATIONAL PROJECT 5,500
    PAMPLIN AREA LEGACY SUPPORTERS
    51 ROSSER MILL ROAD
    PAMPLIN,VA23958     		NONE PC SUPPORT 3,000
    APPOMATTOX POST 9855 AUXILIARY
    PO BOX 1312
    PAMPLIN,VA23958     		NONE PC SUPPORT 1,000
    APPOMATTOX LITERACY INTERVENTION
    197 BREEZY HILL ROAD
    SPOUT SPRING,VA24593     		NONE PC EDUCATIONAL 6,500
    CASA OF CENTRAL VIRGINIA
    PO BOX 11373
    LYNCHBURG,VA24506     		NONE PC CHARITY 2,500
    LIONS INTERNATIONAL
    104 LAKASIE DRIVE
    FARMVILLE,VA23901     		NONE PC CHARITY 4,000
    Total .................................bullet 3a 149,000
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 1,092  
    4 Dividends and interest from securities....     14 58,324  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 172,034  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   231,450  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    231,450
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    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 taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2019)
    Additional Data


    Software ID: 17005038
    Software Version: 2017v2.2


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2017 AccountingFeesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
      3,160 0 0 0

    TY 2017 InvestmentsCorpStockSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Name of Stock End of Year Book Value End of Year Fair Market Value
    29 SHRS AMAZON 5,346 58,087
    3,611.998 SHRS AMCAP 70,402 127,503
    4,163.817 SHRS DIAMOND HILL LARGE CAP 67,495 115,879
    5,761.724 SHRS FMI FDS LARGE CAP 93,271 131,655
    21,024.489 SHRS VANGUARD SHORT TERM 223,652 219,706
    730 SHRS CARMAX 15,745 54,509
    371 SHRS ANHEUSER BUSCH INBEV 28,848 32,488
    625 SHRS NESTLE S A SPNSD ADR 39,130 52,000
    315 SHRS PEPSICO 17,845 35,217
    320 SHRS CHEVRON 22,050 39,130
    369 SHRS BERKSHIRE HATHAWAY 18,294 79,007
    1860 SHRS BROOKFIELD ASSET MGMT 32,845 82,826
    679 SHRS CAPITAL ONE 32,753 64,457
    440 SHRS JP MORGAN 18,789 49,650
    75 SHRS MARKEL 21,959 89,137
    476 SHRS JOHNSON & JOHNSON 25,669 65,769
    665 SHRS DANAHER 18,344 72,259
    455 SHRS ACCENTURE PLC 18,554 77,441
    207 SHRS APPLE 2,200 46,728
    566 SHRS VISA 11,909 84,951
    545 SHRS AMERICAN TOWER 24,428 79,188
    994.176 SHRS DODGE&COX INTL STOCK FUND 36,288 43,107
    12,480.36 SHRS HARTFORD FLOATING RATE CL 107,560 108,954
    1,368.49 SHRS MFS INTL NEW DISCOVERY 35,334 49,348
    1,379.59 SHRS FMI INTL 38,696 46,713
    590 SHRS SCHLUMBERGER 53,401 35,943
    245 SHRS CME GROUP 18,020 41,701
    950 SHRS CITIGROUP INC 49,380 68,153
    1,694.529 SHRS JOHN HANCOCK SMALL CAP VA 34,170 38,449
    775.91 SHRS VANGUARD MID CAP INDEX 125,137 157,774
    467 SHRS LIBERTY BROADBAND SER C 26,560 39,368
    770 SHRS MONDELEZ INTERNATIONAL 28,182 33,079
    640 SHRS MERCK 38,611 45,402
    410 SHRS UNION PACIFIC 39,120 66,760
    2,693.379 SHRS TOUCHSTONE SANDS CAP 27,580 32,105
    938.736 SHRS VANGUARD EMERGING MKTS 29,386 32,030
    10,870.89 SHRS VANGUARD INTER TERM INVES 109,238 101,860
    975 SHRS ISHARES US HOME CONTRUCTION 27,541 34,457
    305 SHRS ECOLAB 36,923 47,818
    674 SHRS MARATHON PETROLEUM CORP 29,867 53,900
    255 SHRS FEDEX 43,650 61,401
    195 SHRS GENERAL DYNAMICS 26,156 39,920
    765 SHRS SOUTHWEEST AIRLINES 33,230 47,774
    289 SHRS ADOBE SYSTEMS 25,877 78,016
    35 SHRS ALPHABET INC CL C 6,212 41,771
    35 SHRS ALPHABET INC CL A 6,232 42,248
    565 SHRS NIKE 29,698 47,867
    245 SHRS FACEBOOK 31,264 40,293
    275 SHRS MASTERCARD 28,117 61,218
    186 SHRS MARTIN MARIETTA MATERIALS INC 39,694 33,843
    92 SHRS SHERWIN WILLIAMS 41,039 53,260
    187 SHRS HOME DEPOT 32,947 38,737
    810 SHRS STARBUCKS 45,148 46,040
    680 SHRS MONSTER BEVERAGE 35,208 39,630
    151 SHRS BECTON DICKINSON 32,542 39,411
    225 SHRS HONEYWELL INTL 32,313 37,440
    183 SHRS ALIBABA 35,037 30,151
    135 SHRS BROADCOM 35,291 33,308
    278 SHRS ELECTRONIC ARTS INC 35,298 33,496
    340 SHRS MICROSOFT 33,842 38,886
    270 VULCAN MATERIALS 33,831 30,024

    TY 2017 LegalFeesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 58 0 0 0


    TY 2017 OtherExpensesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    bank fees 45      
    SCC REGISTRATION FEE 25      


    TY 2017 OtherIncreasesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Description Amount
    DIFFERENCE IN BASIS OF ASSETS 41


    TY 2017 OtherProfessionalFeesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEES 36,391 36,391 0 0


    TY 2017 TaxesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    17005038
    Software Version:
    2017v2.2
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAXES 626 626    
    FOREIGN TAXES 880 880    
    PAYROLL TAXES 2,485 1,243   1,242