Form990-PF

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
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 12-01-2018 , and ending 11-30-2019
Name of foundation
MASSEY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)MASSEY BUILDING - 5002 MONUMENT AVE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23230
A Employer identification number

54-6049049
B Telephone number (see instructions)

(804) 648-1611
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$74,099,231J 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) 100,000
2 Check bullet.............
3 Interest on savings and temporary cash investments 36 36  
4 Dividends and interest from securities... 938,817 938,817  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,573,926
b Gross sales price for all assets on line 6a 15,086,031
7 Capital gain net income (from Part IV, line 2)... 4,573,926
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)....... Click to see attachment 377,856 377,856 0
12 Total. Add lines 1 through 11........ 5,990,635 5,890,635 0
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0 0 0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 61,000 61,000 0 0
c Other professional fees (attach schedule).... Click to see attachment 323,892 323,892 0 0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 114,103 16,438 0 0
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 attachment 156,621 156,621 0 0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 655,616 557,951 0 0
25 Contributions, gifts, grants paid....... 3,360,000 3,360,000
26 Total expenses and disbursements. Add lines 24 and 25 4,015,616 557,951 0 3,360,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,975,019
b Net investment income (if negative, enter -0-) 5,332,684
c Adjusted net income (if negative, enter -0-)... 0
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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............. 171,608 7,770 7,770
2 Savings and temporary cash investments......... 566,471 1,196,225 1,196,225
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).......      
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).......... 50,505,141 Click to see attachment51,857,777 72,895,236
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) 51,243,220 53,061,772 74,099,231
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 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 47,245,717 47,245,717
29 Retained earnings, accumulated income, endowment, or other funds 3,997,503 5,816,055
30 Total net assets or fund balances (see instructions)..... 51,243,220 53,061,772
31 Total liabilities and net assets/fund balances (see instructions). 51,243,220 53,061,772
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 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
51,243,220
2
Enter amount from Part I, line 27a .....................
2
1,975,019
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
53,218,239
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
156,467
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
53,061,772
Form 990-PF (2018)
Form 990-PF (2018)
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 ACCOLADE PARTNER V P    
b ACCOLADE PARTNER V P    
c HRE RETAIL INCOME FD I P    
d AXIOM ASIA PRIVATE CAP FUND II P    
e AXIOM ASIA PRIVATE CAP FUND II P    
LOCUST POINT CAP PRIVATE CREDIT FD P    
PAULSON REAL ESTATE (OFFSHORE) FD P    
RCAF VI AIV II P    
RIVERSIDE CAPITAL APPRECIATION FD VI P    
RIVERSIDE MICRO CAP FUN III P    
RIVERSIDE MICRO CAP FUN III P    
ARISAIG ASIA CONSUMER FUND P    
SCHWAB 0790 P    
SCHWAB 2379 P    
SCHWAB 9060 P    
SCHWAB 0082 P    
VIKING LONG FUND III P    
(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 656     656
b 94,468     94,468
c 111,250     111,250
d 11,776     11,776
e 379,239     379,239
5,489     5,489
48,591     48,591
447     447
240,855     240,855
    69,973 -69,973
1,523,662     1,523,662
993,563     993,563
590,252   515,827 74,425
371,641   306,232 65,409
9,156,093   8,604,073 552,020
58,049   65,973 -7,924
1,500,000   950,027 549,973
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       656
b       94,468
c       111,250
d       11,776
e       379,239
      5,489
      48,591
      447
      240,855
      -69,973
      1,523,662
      993,563
      74,425
      65,409
      552,020
      -7,924
      549,973
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 4,573,926
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 -52,052
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))
2017 3,075,000 68,922,850 0.044615
2016 3,018,450 64,650,598 0.046689
2015 3,055,752 60,231,087 0.050734
2014 2,864,892 63,132,486 0.045379
2013 2,600,462 61,773,475 0.042097
2
Total of line 1, column (d) .....................
2
0.229514
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
0.045903
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
70,631,231
5
Multiply line 4 by line 3......................
5
3,242,185
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
53,327
7
Add lines 5 and 6........................
7
3,295,512
8
Enter qualifying distributions from Part XII, line 4,.............
8
3,360,000
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 (2018)
Form 990-PF (2018)
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 53,327
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 0
3 Add lines 1 and 2........................... 3 53,327
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 53,327
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 64,967
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 64,967
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 120
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 11,520
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet11,520 RefundedBullet 11 0
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$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
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
 
 
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 2018 or the taxable year beginning in 2018? 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 (2018)
    Form 990-PF (2018)
    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 ofbulletJOSE MENDOZA Telephone no.bullet (804) 648-1611

    Located atbullet5002 MONUMENT AVENUERICHMONDVA ZIP+4bullet23230
    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 2018, 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
     
     
    ........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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    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
     
     
    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 2018 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 2018.)..................
    3b
     
     
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
     
     
    .........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
     
     
    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
    WILLIAM E MASSEY JR PRESIDENT/DIRECTOR
    1.00     		0 0 0
    5002 MONUMENT AVENUE
    RICHMOND,VA23230
    A TRAVIS MASSEY DIRECTOR
    1.00     		0 0 0
    5002 MONUMENT AVENUE
    RICHMOND,VA23230
    E MORGAN MASSEY VP & SECR/DIRECTOR
    1.00     		0 0 0
    5002 MONUMENT AVENUE
    RICHMOND,VA23230
    CRAIG L MASSEY DIRECTOR
    1.00     		0 0 0
    5002 MONUMENT AVENUE
    RICHMOND,VA23230
    WILLIAM BLAIR MASSEY JR TREASURER/DIRECTOR
    1.00     		0 0 0
    5002 MONUMENT AVENUE
    RICHMOND,VA23230
    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 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    SILVERCREST ASSET MANAGEMENT GROUP LLC INVESTMENT ADVISORY 142,700
    9030 STONY POINT PARKWAY SUITE 570
    RICHMOND,VA23235
    Total number of others receiving over $50,000 for professional services.............bullet0
    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.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    70,894,462
    b
    Average of monthly cash balances.......................
    1b
    812,371
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    71,706,833
    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
    0
    3
    Subtract line 2 from line 1d.........................
    3
    71,706,833
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,075,602
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    70,631,231
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    3,531,562
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    3,531,562
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    53,327
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    53,327
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,478,235
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    3,478,235
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    3,478,235
    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
    3,360,000
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    3,360,000
    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
    53,327
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    3,306,673
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 3,478,235
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 3,293,444
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 3,360,000
    a Applied to 2017, but not more than line 2a 3,293,444
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 66,556
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (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 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		3,411,679
    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) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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:
    WILLIAM E MASSEY JR
    5002 MONUMENT AVENUE
    RICHMOND,VA23230
    (804) 648-1611
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER STATING REASON FOR REQUEST
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    MUST BE A QUALIFYING CHARITABLE ORGANIZATION
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    ACTIVE SOUTHERN WEST VIRGINIA
    116 N HEBER STREET
    BECKLEY,WV25801     		NONE PC UNRESTRICTED 150,000
    BECKLEY AREA FOUNDATION
    129 MAIN STREET
    BECKLEY,WV25801     		NONE PC UNRESTRICTED 25,000
    BEREA COLLEGE
    101 CHESTNUT STREET
    BEREA,KY40404     		NONE PC UNRESTRICTED 15,000
    BLUE RIDGE SCHOOL
    273 MAYO DRIVE
    DYKE,VA22935     		NONE PC UNRESTRICTED 25,000
    BLUEFIELD COLLEGE
    3000 COLLEGE AVENUE
    BLUEFIELD,VA24605     		NONE PC UNRESTRICTED 15,000
    BLUEFIELD STATE FOUNDATION
    219 ROCK STREET
    BLUEFIELD,VA24605     		NONE PC UNRESTRICTED 15,000
    BOY SCOUTS OF AMERICA - HEART OF VIRGINIA COUNCIL
    PO BOX 6809
    RICHMOND,VA23230     		NONE PC UNRESTRICTED 50,000
    BOYS AND GIRLS CLUBS OF METRO RICHMOND
    5511 STAPLES MILL ROAD
    RICHMOND,VA23228     		NONE PC UNRESTRICTED 10,000
    CANCERLINC
    1423 JOHNSTON WILLIS DRIVE
    NORTH CHESTERFIELD,VA23235     		NONE PC UNRESTRICTED 10,000
    CHILD SAVERS
    200 N 22ND STREET
    RICHMOND,VA23223     		NONE PC UNRESTRICTED 15,000
    CHILDREN'S HOSPITAL FOUNDATION
    2924 BROOK ROAD
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 15,000
    COLLEGIATE SCHOOL
    103 N MOORELAND ROAD
    HENRICO,VA23229     		NONE PC UNRESTRICTED 25,000
    CROSS OVER MINISTRY
    8600 QUIOCCASIN ROAD SUITE 101
    RICHMOND,VA23229     		NONE PC UNRESTRICTED 50,000
    CUMBERLAND COLLEGE
    6178 COLLEGE STATION DRIVE
    WILLIAMSBURG,KY40769     		NONE PC UNRESTRICTED 15,000
    DAVIDSON COLLEGE
    102 N MAIN STREET
    DAVIDSON,NC28035     		NONE PC UNRESTRICTED 15,000
    ELIJAH HOUSE ACADEMY
    6627-B JAHNKE ROAD
    RICHMOND,VA23225     		NONE PC UNRESTRICTED 40,000
    ELK HILL FARM INC
    1975 ELK HILL ROAD
    GOOCHLAND,VA23063     		NONE PC UNRESTRICTED 25,000
    FEEDMORE
    1415 RHOADMILLER STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 50,000
    FORWARD SOUTHERN WEST VIRGINIA
    325 NEVILLE STREET
    BECKLEY,WV25801     		NONE PC NEW RIVER GORGE REGIONAL BUSINESS ACCELERATOR 50,000
    GOOCHLAND CARES
    2999 RIVER ROAD WEST
    GOOCHLAND,VA23063     		NONE PC UNRESTRICTED 10,000
    HAMPDEN-SYDNEY COLLEGE
    PO BOX 127
    HAMPDENSYDNEY,VA23943     		NONE PC UNRESTRICTED 25,000
    HAMPTON UNIVERSITY
    100 CEMETERY ROAD
    HAMPTON,VA23668     		NONE PC UNRESTRICTED 50,000
    REYNOLDS C OMMUNITY COLLEGE EDUCATIONAL FUND
    PO BOX 85622
    RICHMOND,VA23285     		NONE PC UNRESTRICTED 15,000
    LEWIS GINTER BOTANICAL GARDEN
    1800 LAKESIDE AVENUE
    HENRICO,VA23228     		NONE PC UNRESTRICTED 100,000
    MARSHALL UNIVERSITY
    ONE JOHN MARSHALL DRIVE
    HUNTINGTON,WV25755     		NONE PC UNRESTRICTED 25,000
    MAYMONT FOUNDATION
    1700 HAMPTON STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 50,000
    MCV FOUNDATION
    1228 E BROAD STREET
    RICHMOND,VA23298     		NONE PC FOR THE PARKINSON'S CENTER 25,000
    MCV FOUNDATION
    1228 E BROAD STREET
    RICHMOND,VA23298     		NONE PC MASSEY CANCER CENTER 750,000
    NATIONAL COAL HERITAGE AREA AUTHORITY
    100 KELLYL AVENUE
    OAK HILL,WV25901     		NONE PC UNRESTRICTED 10,000
    NEEDLE'S EYE MINISTRIES INC
    104 BERRINGTON COURT
    RICHMOND,VA23221     		NONE PC UNRESTRICTED 30,000
    NEW COMMUNITY SCHOOL
    4211 HERMITAGE ROAD
    RICHMOND,VA23227     		NONE PC UNRESTRICTED 160,000
    NEW LIFE FOR YOUTH
    2320 BROAD ROCK BLVD
    RICHMOND,VA23224     		NONE PC UNRESTRICTED 30,000
    RICHMOND BALLET
    407 EAST CANAL STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 35,000
    RICHMOND CHAPTER AMERICAN RED CROSS
    420 EAST CARY STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 50,000
    RICHMOND MONTESSORI SCHOOL
    499 N PARHAM ROAD
    HENRICO,VA23229     		NONE PC UNRESTRICTED 5,000
    RICHMOND SPORTS BACKERS
    100 AVENUE OF CHAMPIONS
    RICHMOND,VA23230     		NONE PC UNRESTRICTED 30,000
    RICHMOND SYMPHONY
    612 EAST GRACE STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 10,000
    RIVERSIDE SCHOOL
    2110 MCRAE ROAD
    RICHMOND,VA23235     		NONE PC UNRESTRICTED 5,000
    SCIENCE MUSEUM OF VIRGINIA FOUNDATION
    2500 W BROAD STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 25,000
    SEMPER FI FUND
    715 BROADWAY STREET
    QUANTICO,VA22134     		NONE PC UNRESTRICTED 10,000
    ST ANDREWS SCHOOL
    227 S CHERRY STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 25,000
    ST CATHERINE'S FOUNDATION
    6001 GROVE AVENUE
    RICHMOND,VA23226     		NONE PC UNRESTRICTED 25,000
    ST CHRISTOPHER'S FOUNDATION
    711 ST CHRISTOPHERS ROAD
    RICHMOND,VA23226     		NONE PC UNRESTRICTED 25,000
    STARTUP VIRGINIA
    1717 E CARY STREET
    RICHMOND,VA23223     		NONE PC UNRESTRICTED 10,000
    STEWARD SCHOOL
    11600 GAYTON ROAD
    HENRICO,VA23229     		NONE PC UNRESTRICTED 25,000
    THE DOORWAYS
    612 E MARSHALL STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 25,000
    THE HEALING PLACE
    700 DINWIDDIE AVENUE
    RICHMOND,VA23224     		NONE PC UNRESTRICTED 30,000
    THE VIRGINIA HOME
    1101 HAMPTON STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 25,000
    TRICYCLE URBAN AG
    2314 JEFFERSON AVENUE
    RICHMOND,VA23223     		NONE PC UNRESTRICTED 10,000
    UNITED WAY OF SOUTHERN WEST VIRGINIA
    110 CROFT STREET
    BECKLEY,WV25801     		NONE PC UNRESTRICTED 25,000
    UNIVERSITY OF PIKEVILLE
    147 SYCAMORE STREET
    PIKEVILLE,KY41501     		NONE PC UNRESTRICTED 25,000
    UNIVERSITY OF RICHMOND
    28 WESTHAMPTON WAY
    RICHMOND,VA23173     		NONE PC UNRESTRICTED 50,000
    UNIVERSITY OF VIRGINIA AT WISE
    1 COLLEGE AVENUE
    WISE,VA24293     		NONE PC UNRESTRICTED 15,000
    UNOS
    700 N 4TH STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 15,000
    UVA DARDEN SCHOOL
    100 DARDEN BOULEVARD
    CHARLOTTESVILLE,VA22903     		NONE PC UNRESTRICTED 25,000
    UVA ENGINEERING FOUNDATION
    PO BOX 400256
    CHARLOTTESVILLE,VA22904     		NONE PC UNRESTRICTED 100,000
    UVA MCINTIRE SCHOOL OF COMMERCE
    PO BOX 400173
    CHARLOTTESVILLE,VA22904     		NONE PC UNRESTRICTED 75,000
    VALENTINE RICHMOND HISTORY CENTER
    1015 EAST CLAY STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 10,000
    VCU ENGINEERING SCHOOL FOUNDATION
    601 WEST MAIN STREET
    RICHMOND,VA23284     		NONE PC UNRESTRICTED 50,000
    VIRGINIA COLLEGE FUND
    4900 AUGUSTA AVENUE
    RICHMOND,VA23230     		NONE PC UNRESTRICTED 15,000
    VIRGINIA FOUNDATION FOR INDEPENDENT COLLEGES
    901 EAST BYRD STREET
    RICHMOND,VA23219     		NONE PC UNRESTRICTED 40,000
    VIRGINIA MUSEUM OF HISTORY AND CULTURE
    428 NORTH BOULEVARD
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 10,000
    VIRGINIA HOME FOR BOYS & GIRLS
    8716 W BROAD STREET
    HENRICO,VA23294     		NONE PC UNRESTRICTED 25,000
    VIRGINIA INSTITUTE FOR MARINE SCIENCE
    1208 GREATE ROAD
    GLOUCESTER POINT,VA23062     		NONE PC UNRESTRICTED 100,000
    VIRGINIA MILITARY INSTITUTE
    319 LETCHER AVENUE
    LEXINGTON,VA24450     		NONE PC UNRESTRICTED 50,000
    VIRGINIA MUSEUM OF FINE ARTS
    200 N BOULEVARD
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 50,000
    VIRGINIA TECH FOUNDATION INC
    902 PRICES FORK ROAD
    BLACKSBURG,VA24061     		NONE PC UNRESTRICTED 50,000
    VIRGINIA UNION UNIVERSITY
    1500 N LOMBARDY STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 15,000
    WEST VIRGINIA UNIVERSITY
    PO BOX 6201
    MORGANTOWN,WV26506     		NONE PC UNRESTRICTED 50,000
    YMCA OF RICHMOND
    2 WEST FRANKLIN STREET
    RICHMOND,VA23220     		NONE PC UNRESTRICTED 25,000
    YMCA OF SOUTHERN WEST VIRGINIA
    121 E MAIN STREET
    BECKLEY,WV25801     		NONE PC UNRESTRICTED 25,000
    MASSEY CANCER CENTER
    401 COLLEGE ST
    RICHMOND,VA23298     		NONE PC UNRESTRICTED 250,000
    Total .................................bullet 3a 3,360,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 36  
    4 Dividends and interest from securities....     14 938,817  
    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.....     14 377,856  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 4,573,926  
    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).. 0 5,890,635 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    5,890,635
    (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 (2018)
    Form 990-PF (2018)
    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 (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    MASSEY FOUNDATION
     
    Employer identification number

    54-6049049
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2
    Name of organization
    MASSEY FOUNDATION
          		Employer identification number
    54-6049049
    Part I
    Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    BLAIR MASSEY  
    C/O 5002 MONUMENT AVE
     
    RICHMOND, VA23230

    		$ 100,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    MASSEY FOUNDATION
          		Employer identification number

    54-6049049
    Part II
    Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    MASSEY FOUNDATION
          		Employer identification number

    54-6049049
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2018 AccountingFeesSchedule
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 61,000 61,000 0 0

    TY 2018 InvestmentsOtherSchedule2
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    INVESTMENTS SCHWAB #2379 AT COST 4,294,155 5,067,405
    AXIOM ASIA PRIVATE CAPITAL FUND II, LP AT COST 2,775,323 3,805,230
    1,586.711337 SHS VIKING LONG FUND III AT COST 0 5,016,959
    14,862.1799 SHS STEADFAST INTERNATIONAL LTD, CLASSES I & K AT COST 2,000,964 4,328,329
    PAULSON REAL ESTATE RECOVERY FUND AT COST 1,394,162 1,705,940
    66,065 SHS ARISAIG ASIA CONSUMER FUND LTD AT COST 5,182,722 6,288,727
    PAULSON REAL ESTATE (OFFSHORE) II, LP AT COST 2,608,007 2,780,556
    HRE RETAIL INCOME FUND I, LP AT COST 2,223,423 3,280,049
    HRE RETAIL FUND II, LP AT COST 2,639,611 3,734,458
    RIVERSIDE MICRO-CAP FUND III, LP AT COST 1,296,514 3,163,232
    RIVERSIDE MICRO-CAP FUND IV AIV-I AT COST 416,496 0
    RIVERSIDE MICRO-CAP FUND IV, LP AT COST 1,655,376 2,276,052
    RCAF VI AIV II AT COST 328,275 0
    RIVERSIDE CAPITAL APPRECIATION FUND VI LP AT COST 401,399 1,114,209
    MILLENIUM INTERNATIONAL LTD AT COST 3,000,000 4,173,903
    ACCOLADE PARTNERS V LP AT COST 2,178,961 2,904,984
    ARTISAN INTL VALUE FUND AT COST 3,700,100 3,588,733
    BROWN CAP MGMT SMALL CO AT COST 1,787,413 2,857,839
    MATTHEWS ASIA DIVIDEND FUND AT COST 1,706,486 2,013,625
    INVESCO KBW BANK ETF AT COST 749,973 1,049,421
    VANGUARD GROWTH ETF AT COST 871,811 2,169,425
    VANGUARD TOTAL STOCK AT COST 897,802 1,296,162
    ACI WORLDWIDE INC AT COST 64,820 113,250
    ALTRA INDUSTRIAL MOT AT COST 81,271 76,751
    AMN HEALTHCARE AT COST 52,818 77,311
    BANCORPSOUTH INC AT COST 92,161 110,094
    BRUNSWICK CORP AT COST 64,358 79,046
    CVB FINANCIAL CORP AT COST 78,289 88,537
    CALLON PETROLEUM CO AT COST 87,908 30,477
    FULLER H B CO AT COST 72,069 77,064
    GLATFELTER AT COST 84,761 81,574
    HORACE MANN EDUCATOR AT COST 54,257 65,549
    I C U MEDICAL INC AT COST 55,018 63,181
    IBERIABANK CORP AT COST 102,291 104,740
    INDEPENDENT BANK CO AT COST 75,525 109,039
    J & J SNACK FOOD COR AT COST 59,945 88,985
    KNOLL INC AT COST 77,419 101,421
    LA-Z-BOY INC AT COST 77,854 94,642
    LANCASTER COLONY CO AT COST 31,728 39,033
    MATADOR RESOURCES CO AT COST 76,185 45,338
    METHODE ELECTRONICS AT COST 88,732 91,164
    MGE ENERGY INC AT COST 37,590 49,225
    MINERALS TECH INC AT COST 46,995 37,800
    MKS INSTRUMENTS INC AT COST 22,916 45,700
    NATUS MEDICAL AT COST 52,166 44,146
    ROGERS INC AT COST 38,455 42,517
    SELECTIVE INS GROUP AT COST 74,015 94,364
    US ECOLOGY INC AT COST 54,225 67,088
    WOLVERINE WORLD WIDE AT COST 45,408 67,410
    EASTGROUP PROPERTIES AT COST 22,424 45,624
    PEBBLEBROOK HOTEL TR AT COST 80,714 75,587
    PHYSICIANS REALTY TR AT COST 69,822 72,922
    LOCUST POINT AT COST 1,836,739 1,877,153
    BIOINNOVATION AT COST 868,787 859,248
    ALLSCRIPTS HEALTH AT COST 94,399 72,334
    ESCO TECHNOLOGIES AT COST 67,752 95,116
    MAGNOLIA OIL & GAS AT COST 61,736 53,648
    BROOKS AUTOMATION AT COST 85,059 149,532
    ONE GAS INC AT COST 65,322 79,094
    SEMTECH CORP AT COST 39,102 47,491
    SYNNEX CORP AT COST 77,572 106,845
    INVESTMENTS SCHWAB #0082 AT COST 2,458,297 2,581,837
    CASELLA WASTE SYSTEMS AT COST 60,509 74,736
    DANA HOLDING AT COST 58,104 68,306
    FOWARD AIR CORP AT COST 64,912 68,980
    ICF INTERNATIONAL AT COST 72,952 79,859
    INTEGER HOLDINGS GROUP AT COST 71,694 72,058
    QTS REALTY TRUST AT COST 60,067 75,625
    ANGEL OAK MULTI STRATEGY AT COST 1,200,025 1,200,000
    RIVERSIDE MICRO CAP V FUND AT COST 314,616 285,854
    RIVERSIDE ACCELERATION CAPITAL FUND II AT COST 49,021 49,021
    ACCOLADE PARTNERS GROWTH I LP AT COST 220,000 203,682

    TY 2018 OtherDecreasesSchedule
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Description Amount
    BOOK TAX ADJUSTMENT TO BASIS OF INVESTMENTS 156,467


    TY 2018 OtherExpensesSchedule
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOLADE PARTNERS V LP K-1 - OTHER DEDUCTIONS 64,442 64,442 0 0
    ACCOLADE PARTNERS V LP K-1 - OTHER PORTFOLIO DEDUCTIONS 19 19 0 0
    HRE RETAIL FUND II K-1 - OTHER PORTFOLIO DEDUCTIONS 1,172 1,172 0 0
    BANK CHARGES -20 -20 0 0
    BIOINNOVATION CAPITAL K-1 - OTHER DEDUCTIONS 5,156 5,156 0 0
    HRE RETAIL FUND II K-1 - OTHER DEDUCTIONS 4,045 4,045 0 0
    PAULSON REAL ESTATE (OFFSHORE) K-1 - OTHER DEDUCTIONS 3,078 3,078 0 0
    PAULSON REAL ESTATE RECOVERY K-1 - OTHER DEDUCTIONS 1,723 1,723 0 0
    RCAF VI AIV II LP K-1 - OTHER DEDUCTIONS 85 85 0 0
    RVCF V AIV I LP K-1 - OTHER DEDUCTIONS 9,996 9,996 0 0
    RIVERSIDE MICRO-CAP FUND III LP K-1 - OTHER DEDUCTIONS 43,550 43,550 0 0
    RIVERSIDE MICRO-CAP FUND IV AIV-I K-1 - OTHER DEDUCTIONS 2,085 2,085 0 0
    RIVERSIDE MICRO-CAP FUND IV AIV-I K-1 - OTHER PORTFOLIO DEDUCTIONS 1,986 1,986 0 0
    RIVERSIDE MICRO-CAP FUND IV K-1 - OTHER DEDUCTIONS 3,278 3,278 0 0
    RIVERSIDE MICRO-CAP FUND V LP K-1 - OTHER DEDUCTIONS 2,501 2,501 0 0
    ASIA AXIOM PRIVATE CAPITAL FUND II K-1 - OTHER DEDUCTIONS 13,447 13,447 0 0
    LOCUST POINT CAPITAL PRIVATE CREDIT FD K-1 - OTHER DEDUCTIONS 78 78 0 0
      0 0 0 0


    TY 2018 OtherIncomeSchedule2
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    HRE RETAIL INCOME FUND I LP K-1 - INTEREST 88 88 0
    HRE RETAIL FUND II K-1 - INTEREST & DIVIDENDS 1 1 0
    AXIOM ASIA PRIVATE CAPITAL FUND II LP K-1 - INTEREST & DIVIDENDS 46,395 46,395 0
    PAULSON REAL ESTATE (OFFSHORE) FUND II K-1 - INTEREST 366,065 366,065 0
    PAULSON REAL ESTATE RECOVER (OFFSHORE) FUND K-1 - INTEREST & DIVIDENDS 290,432 290,432 0
    RIVERSIDE CAPITAL APPRECIATION FUND VI LP K-1 - INTEREST & DIVIDENDS 969 969 0
    RIVERSIDE MICRO-CAP FUND III LP K-1 - INTEREST 53,965 53,965 0
    RIVERSIDE MICRO-CAP FUND IV AIV-I LP K-1 - INTEREST 78 78 0
    LOCUST POINT CAPITAL -19,711 -19,711 0
    HRE RETAIL INCOME FUND I LP K-1 - INCOME 186,144 186,144 0
    HRE RETAIL FUND II K-1 - INCOME -549,816 -549,816 0
    RIVERSIDE MICRO-CAP FUND IV AIV-I LP K-1 - INCOME -110,770 -110,770 0
    HRE RETAIL INCOME FUND I K-1 - OTHER INCOME 84,362 84,362 0
    RIVERSIDE CAPITAL APPRECIATION FUND VI, LP - OTHER INCOME 1,986 1,986 0
    RCAF VI AIV II K-1 - INTEREST 2 2 0
    BIOINNOVATION CAPITAL K-1 - INTEREST 3,183 3,183 0
    ACCOLADE PARTNERS V K-1 - INTEREST & DIVIDENDS 1,618 1,618 0
    ACCOLADE PARTNERS K-1 - INCOME -5,600 -5,600 0
    ARISAIG ASIA CONSUMER FUND LIMITED - OTHER INCOME 28,465 28,465 0


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOLADE PARTNERS V LP - INVESTMENT MANAGEMENT FEES 25,000 25,000 0 0
    AXIOM ASIA PRIVATE CAPITAL FUND II LP - INVESTMENT MANAGEMENT FEES 39,366 39,366 0 0
    RIVERSIDE CAPITAL APPRECIATION FUND - INVESTMENT MANAGEMENT FEES 26,228 26,228 0 0
    RIVERSIDE MICRO-CAP FUND III LP - INVESTMENT MANAGEMENT FEES 48,773 48,773 0 0
    RIVERSIDE MICRO-CAP FUND IV LP - INVESTMENT MANAGEMENT FEES 4,056 4,056 0 0
    BIOINNOVATION CAPITAL - INVESTMENT MANAGEMENT FEES 37,769 37,769 0 0
    SILVERCREST ASSET MANAGEMENT GROUP - INVESTMENT ADVISORY FEES 142,700 142,700 0 0


    TY 2018 TaxesSchedule
    Name:
    MASSEY FOUNDATION
    EIN:
    54-6049049
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES PAID ON DIVIDENDS 16,438 16,438 0 0
    EXCISE TAXES 97,665 0 0 0