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
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 01-01-2019 , and ending 12-31-2019
Name of foundation
HERNDON FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)9030 STONY POINT PKWY NO 505
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23235
A Employer identification number

54-6060809
B Telephone number (see instructions)

(804) 560-4119
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$92,743,013J 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) 11,779
2 Check bullet.............
3 Interest on savings and temporary cash investments 86,200 86,200  
4 Dividends and interest from securities... 1,796,968 1,796,968  
5a Gross rents............ 19,058 19,058  
b Net rental income or (loss) -11,632
6a Net gain or (loss) from sale of assets not on line 10 1,137,375
b Gross sales price for all assets on line 6a 7,233,964
7 Capital gain net income (from Part IV, line 2)... 1,137,375
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 93,688 -128,405 0
12 Total. Add lines 1 through 11........ 3,145,068 2,911,196 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)......... Click to see attachment 528 0 0 528
b Accounting fees (attach schedule)....... Click to see attachment 6,000 3,000 0 3,000
c Other professional fees (attach schedule).... Click to see attachment 121,421 104,599 0 16,822
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 69,499 7,431 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 30,965 30,965 0 0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 228,413 145,995 0 20,350
25 Contributions, gifts, grants paid....... 4,602,500 4,602,500
26 Total expenses and disbursements. Add lines 24 and 25 4,830,913 145,995 0 4,622,850
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,685,845
b Net investment income (if negative, enter -0-) 2,765,201
c Adjusted net income (if negative, enter -0-)... 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............. 748,833 470,835 470,835
2 Savings and temporary cash investments.........      
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)....... 20,181,030 Click to see attachment20,729,926 85,407,740
c Investments—corporate bonds (attach schedule)....... 5,267,237 Click to see attachment2,742,662 2,662,309
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 3,120,079 Click to see attachment3,626,299 4,202,129
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) 29,317,179 27,569,722 92,743,013
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 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........ 2,067,323 2,067,323
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 27,249,856 25,502,399
29 Total net assets or fund balances (see instructions)..... 29,317,179 27,569,722
30 Total liabilities and net assets/fund balances (see instructions). 29,317,179 27,569,722
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
29,317,179
2
Enter amount from Part I, line 27a .....................
2
-1,685,845
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
27,631,334
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
61,612
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
27,569,722
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 PUBLICLY TRADED SECURITIES - ST P    
b PUBLICLY TRADED SECURITIES - LT P    
c CAPITAL GAINS FROM PASSTHROUGHS P    
d CAPITAL GAINS DIVIDENDS P    
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 672,466   741,996 -69,530
b 6,051,418   5,354,593 696,825
c 505,707     505,707
d 4,373     4,373
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       -69,530
b       696,825
c       505,707
d       4,373
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 1,137,375
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 4,802,268 90,487,768 0.053071
2017 4,078,350 97,444,400 0.041853
2016 3,732,450 85,158,678 0.043829
2015 3,228,503 72,494,899 0.044534
2014 3,718,138 79,295,949 0.046889
2
Total of line 1, column (d) .....................
2
0.230176
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
0.046035
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
86,473,382
5
Multiply line 4 by line 3......................
5
3,980,802
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
27,652
7
Add lines 5 and 6........................
7
4,008,454
8
Enter qualifying distributions from Part XII, line 4,.............
8
4,622,850
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 27,652
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 27,652
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 27,652
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 147,875
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.............. 7 147,875
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
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 10 120,223
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet120,223 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
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
     
    No
    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 addressbulletWWW.HERNDONFDN.ORG
    14
    The books are in care ofbulletWILLIAM M GOTTWALD Telephone no.bullet (804) 560-4119

    Located atbullet9030 STONY POINT PKWY NO 505RICHMONDVA ZIP+4bullet23235
    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
     
     
    ........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
     
     
    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
     
     
    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
     
     
    .........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 M GOTTWALD TRUSTEE
    15.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    JAMES T GOTTWALD TRUSTEE
    5.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    JOHN D GOTTWALD TRUSTEE
    1.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    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 (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.............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 (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
    82,636,934
    b
    Average of monthly cash balances.......................
    1b
    1,230,738
    c
    Fair market value of all other assets (see instructions)................
    1c
    3,922,564
    d
    Total (add lines 1a, b, and c).........................
    1d
    87,790,236
    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
    87,790,236
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,316,854
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    86,473,382
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    4,323,669
    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
    4,323,669
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    27,652
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
    20,090
    c
    Add lines 2a and 2b............................
    2c
    47,742
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    4,275,927
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    4,275,927
    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
    4,275,927
    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
    4,622,850
    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
    4,622,850
    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
    27,652
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    4,595,198
    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 4,275,927
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only....... 4,417,326
    b Total for prior years:20, 20, 20 0
    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........ 0
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 4,622,850
    a Applied to 2018, but not more than line 2a 4,417,326
    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 2019 distributable amount..... 205,524
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2019. 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 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		4,070,403
    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 2014 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		0
    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:
    HERNDON FOUNDATION
    9030 STONY POINT PKWY STE 505
    RICHMOND,VA23235
    (804) 560-4119
    INFO@HERNDONFDN.ORG
    bThe form in which applications should be submitted and information and materials they should include:
    VISIT HERNDONFDN.ORG
    cAny submission deadlines:
    AUGUST 1ST
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOUNDATION AWARDS GRANTS TO ORGANIZATIONS WHICH ARE TAX-EXEMPT UNDER IRS SECTION 501(C)(3) AND ARE NOT PRIVATE FOUNDATIONS AS DESCRIBED UNDER SECTION 509(A). QUALIFIED NONPROFIT ORGANIZATIONS THROUGHOUT THE COMMONWEALTH OF VIRGINIA ARE ELIGIBLE FOR SUPPORT; HOWEVER, MAJOR PREFERENCE WILL BE GIVEN TO AGENCIES IN THE RICHMOND METROPOLITAN REGION. THE FOUNDATION REQUIRES ALL PROSPECTIVE APPLICANTS TO HAVE A CURRENT PORTRAIT ON CONNECTVA.
    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
    ACTS (AREA CONGREGATIONS TOGETHER IN SERVICE)
    1518 WILLOW LAWN DRIVE SUITE 301
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    ALZHEIMER'S ASSOCIATION
    4600 COX ROAD SUITE 130
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    AMERICAN BATTLEFIELD TRUST
    1156 15TH STREET NW 900
    WASHINGTON,DC20005     		  PC TO SUPPORT PROGRAM OPERATIONS 100,000
    AMERICAN CANCER SOCIETY
    4240 PARK PLACE CT
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 750
    AMERICAN HEART ASSOCIATION
    4217 PARK PLACE CT
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 750
    ANNA JULIA COOPER EPISCOPAL SCHOOL
    2124 N 29TH ST
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    ART 180 INC
    114 W MARSHALL STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    BETTER HOUSING COALITION
    23 WEST BROAD STREET SUITE 100
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    BLINDED VETERANS ASSOCIATION
    125 N WEST STREET 3RD FLOOR
    ALEXANDRIA,VA22314     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    BLUE SKY FUND
    2900 Q STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    BONEFISH & TARPON TRUST INC
    135 SAN LORENZO AVE
    CORAL GABLES,FL33146     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    BONEFISH & TARPON TRUST INC
    135 SAN LORENZO AVE
    CORAL GABLES,FL33146     		  PC PROGRAM SUPPORT - HURRICANE DORIAN RELIEF AND RECOVERY FUND 10,000
    BOYS & GIRLS CLUBS OF METRO RICHMOND
    5511 STAPLES MILL ROAD 301
    RICHMOND,VA23228     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    CANCERLINC
    200 SOUTH 3RD STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    CAPITAL TREES
    200 SOUTH THIRD STREET SUITE 101
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    CHILDREN'S HOME SOCIETY OF VIRGINIA
    4200 FITZHUGH AVENUE
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    CHILDREN'S HOSPITAL OF RICHMOND
    2924 BROOK ROAD
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    CHILDSAVERS
    200 NORTH 22ND STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    COMMONWEALTH CATHOLIC CHARITIES
    1601 ROLLING HILLS DRIVE
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    COMMUNITIES IN SCHOOLS RICHMOND INC
    2922 W MARSHALL STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    CRISTO REY RICHMOND HIGH SCHOOL INC
    304 N SHEPPARD STREET
    RICHMOND,VA23221     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    CULTUREWORKS
    1906 A NORTH HAMILTON STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    DAILY PLANET HEALTH SERVICES
    517 W GRACE STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    ELIJAH HOUSE ACADEMY
    6627-B JAHNKE ROAD
    RICHMOND,VA23225     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    ELK HILL FARM INC
    1975 ELK HILL ROAD
    GOOCHLAND,VA23063     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    FEEDMORE
    1415 RHOADMILLER STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    FOCUSED ULTRASOUND FOUNDATION
    1230 CEDARS COURT
    CHARLOTTESVILLE,VA22903     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    FREDERIC REMINGTON ART MUSEUM
    303 WASHINGTON STREET
    OGDENSBURG,NY13669     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    FRIENDS OF HOLLYWOOD CEMETERY
    412 SOUTH CHERRY STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    GATEWAY HOMES
    4901 LIBBIE MILL EAST BOULEVARD
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    GEORGE C MARSHALL FOUNDATION
    PO BOX 1600
    LEXINGTON,VA24450     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GIRL SCOUTS OF THE COMMONWEALTH OF VIRGINIA INC
    PO BOX 11166
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    GOOCHLAND CASA
    2999 RIVER RD W
    GOOCHLAND,VA23063     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GOOCHLAND CASA
    PO BOX 910
    GOOCHLAND,VA23063     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GOODWILL OF CENTRAL & COASTAL VA
    6301 MIDLOTHIAN TURNPIKE
    RICHMOND,VA23225     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GRASP
    4551 COX ROAD SUITE 115
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    GREATER RICHMOND FIT4KIDS
    1111 N 25TH STREET FIRST FLOOR
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GREATER RICHMOND SCAN
    103 E GRACE STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    HEART OF VIRGINIA COUNCIL - BOY SCOUTS OF AMERICA
    4015 FITZHUGH AVENUE
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    HENRICO CHRISTMAS MOTHER
    PO BOX 70338
    HENRICO,VA232550338     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    HENRICO EDUCATION FOUNDATION
    8401 PATTERSON AVENUE SUITE 203
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    HENRICO EDUCATION FOUNDATION
    8401 PATTERSON AVENUE SUITE 203
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    HENRY FLAGLER MUSEUM
    1 WHITEHALL WAY
    PALM BEACH,FL33480     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    HIGHER ACHIEVEMENT
    4009 FITZHUGH AVENUE SUITE 200
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    HISTORIC RICHMOND FOUNDATION
    4 EAST MAIN STREET SUITE 1C
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    HOMEAGAIN
    2 E MAIN STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    HOUSING OPPORTUNITIES MADE EQUAL OF VIRGINIA INC
    626 EAST BROAD STREET SUITE 400
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    HUMANKIND
    800 WEST GRAHAM ROAD
    RICHMOND,VA23222     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    HUNTERS FOR THE HUNGRY
    1108 SEDALIA SCHOOL ROAD
    BIG ISLAND,VA24526     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    INTERNATIONAL GAME FISH ASSOCIATION
    300 GULF STREAM WAY
    DANIA BEACH,FL33004     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    J SARGEANT REYNOLDS COMMUNITY COLLEGE EDUCATIONAL FOUNDATION
    PO BOX 26924
    RICHMOND,VA232616924     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    J SARGEANT REYNOLDS COMMUNITY COLLEGE EDUCATIONAL FOUNDATION
    PO BOX 26924
    RICHMOND,VA232616924     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    J SARGEANT REYNOLDS COMMUNITY COLLEGE EDUCATIONAL FOUNDATION
    PO BOX 26924
    RICHMOND,VA232616924     		  PC TO SUPPORT PROGRAM OPERATIONS - SCHOLARSHIPS 630,000
    JAMES RIVER ASSOCIATION
    4833 OLD MAIN STREET
    RICHMOND,VA23231     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    JAMESTOWN REDISCOVERY FOUNDATION
    1365 COLONIAL PARKWAY
    JAMESTOWN,VA23081     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    JEWISH FAMILY SERVICES
    6718 PATTERSON AVE
    RICHMOND,VA23226     		  PC TO SUPPORT PROGRAM OPERATIONS 3,000
    JUNIOR ACHIEVEMENT OF CENTRAL VA
    1801 LIBBIE AVE SUITE 203
    RICHMOND,VA23226     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    LACKEY CLINIC (OLIVET MEDICAL MINISTRY INC)
    1620 OLD WILLIAMSBURG RD
    YORKTOWN,VA23690     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    LEARNING ALLY (FKA RECORDING FOR THE BLIND & DYSLEXIC)
    20 ROSZEL ROAD
    PRINCETON,NJ08540     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    MAKE-A-WISH
    2810 N PARHAM ROAD SUITE 302
    RICHMOND,VA23294     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    MAYMONT FOUNDATION
    1700 HAMPTON STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    MCV FOUNDATION
    PO BOX 980234
    RICHMOND,VA23298     		  PC TO SUPPORT PROGRAM OPERATIONS 75,000
    MCV FOUNDATION
    PO BOX 980234
    RICHMOND,VA23298     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    MCV FOUNDATION
    PO BOX 980234
    RICHMOND,VA23298     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    MCV FOUNDATION (MCV MLP RICHMOND)
    PO BOX 980234
    RICHMOND,VA23298     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    MISSION GAIT
    8191 STAPLES MILL ROAD
    RICHMOND,VA23228     		  PC TO SUPPORT PROGRAM OPERATIONS 30,000
    NEIGHBORHOOD RESOURCE CENTER
    1519 WILLIAMSBURG ROAD
    RICHMOND,VA23231     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    NEXTUP
    3409 MOORE STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    OAKWOOD ARTS
    3511 P STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    PALM BEACH COMMUNITY CHEST
    PO BOX 1141
    PALM BEACH,FL33480     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    PARTNERSHIP FOR THE FUTURE
    1156 15TH STREET NW 900
    WASHINGTON,DC20005     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    PARTNERSHIP FOR THE FUTURE
    4521 HIGHLANDS PARKWAY
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    PETER PAUL DEVELOPMENT CENTER
    1708 NORTH 22ND STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    POSITIVE VIBE FOUNDATION
    2825 HATHAWAY ROAD
    RICHMOND,VA23225     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    PROJECT HEALING WATERS
    PO BOX 695
    LA PLATA,MD20646     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    READ TO THEM
    2201 W BROAD STREET SUITE 206
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    RE-ESTABLISH RICHMOND
    2920 W BROAD STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    REMOTE AREA MEDICAL
    1834 BEECH STREET
    KNOXVILLE,TN37920     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    REWORK RICHMOND
    1719 N 22ND STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    RICHMOND CHRISTMAS MOTHER FUND
    300 E FRANKLIN STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    RICHMOND SYMPHONY
    612 E GRACE STREET 401
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    RICHMOND VOLUNTEER RESCUE SQUAD
    1802 CHANTILLY STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    RIVER ROAD BAPTIST CHURCH
    8000 RIVER ROAD
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 24,000
    RX PARTNERSHIP
    919 EAST MAIN STREET SUITE 1800
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    SALVATION ARMY
    PO BOX 12400
    RICHMOND,VA23241     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    SENIOR CONNECTIONS - THE CAPITAL AREA AGENCY ON AGING
    24 EAST CARY STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    SHALOM FARMS
    1010 W LABURNUM AVE
    RICHMOND,VA23227     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    SHELTERING ARMS FOUNDATION
    8254 ATLEE ROAD
    MECHANICSVILLE,VA23116     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    SPARC
    2106 NORTH HAMILTON STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 7,500
    ST ANDREWS SCHOOL
    227 SOUTH CHERRY STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    ST JAMES'S CHILDREN'S CENTER
    1205 W FRANKLIN STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    SWIMRVA
    5050 RIDGEDALE PARKWAY
    RICHMOND,VA23234     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    THE AMERICAN CIVIL WAR MUSEUM - HISTORIC TREDEGAR
    500 TREDEGAR STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    THE BOLLING HAXALL HOUSE FOUNDATION
    211 EAST FRANKLIN STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    THE COMMUNITY FOUNDATION MARTIN - ST LUCIE
    851 SE MONTEREY COMMONS BOULEVARD
    STUART,FL34996     		  PC PROGRAM SUPPORT - BAHAMAS DISASTER RELIEF 10,000
    THE COMMUNITY FOUNDATION MARTIN - ST LUCIE
    851 SE MONTEREY COMMONS BOULEVARD
    STUART,FL34996     		  PC PROGRAM SUPPORT - BAHAMAS DISASTER RELIEF 10,000
    THE DOORWAYS
    612 E MARSHALL STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 7,500
    THE FIRST TEE OF GREATER RICHMOND
    9211 FOREST HILL AVENUE SUITE 104
    RICHMOND,VA23235     		  PC TO SUPPORT PROGRAM OPERATIONS 7,500
    THE MCSHIN FOUNDATION
    2300 DUMBARTON ROAD
    HENRICO,VA23228     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    THE NEW COMMUNITY SCHOOL
    4211 HERMITAGE ROAD
    RICHMOND,VA23227     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    THE READ CENTER
    4915 RADFORD AVE SUITE 204
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    THE RICHMOND BALLET
    407 EAST CANAL STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    THE RICHMOND BALLET
    407 EAST CANAL STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    THE VALENTINE
    1015 E CLAY STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    THE VIRGINIA HOME
    1101 HAMPTON ST
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    THE VIRGINIA LEAGUE FOR PLANNED PARENTHOOD
    201 N HAMILTON STREET
    RICHMOND,VA23221     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    TUCKAHOE VOLUNTEER RESCUE SQUAD
    11001 HORESPEN ROAD
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    UNITED WAY OF GREATER RICHMOND
    2001 MAYWILL STREET 201
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    UNIVERSITY OF RICHMOND
    410 WESTHAMPTON WAY
    RICHMOND,VA23173     		  PC TO SUPPORT PROGRAM OPERATIONS 584,000
    UP RVA
    4609 WYTHE AVENUE
    RICHMOND,VA23226     		  PC TO SUPPORT PROGRAM OPERATIONS 37,500
    URBAN HOPE
    103 E GRACE STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VCU RICE RIVERS CENTER
    3701 JOHN TYLER MEMORIAL HWY
    CHARLES COUNTY,VA23030     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VCU-SCHOOL OF ENGINEERING FOUNDATION
    PO BOX 843068
    RICHMOND,VA232843068     		  PC TO SUPPORT PROGRAM OPERATIONS 350,000
    VIRGINIA BEACH VOLUNTEER RESCUE SQUAD INC
    740 VIRGINIA BEACH BLVD
    VIRGINIA BEACH,VA23451     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    VIRGINIA CENTER FOR CREATIVE ARTS
    154 SAN ANGELO DRIVE
    AMHERST,VA24521     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    VIRGINIA CENTER FOR INCLUSIVE COMMUNITIES
    5511 STAPLES MILL ROAD SUITE 202
    RICHMOND,VA23228     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    VIRGINIA DENTAL ASSOCIATION FOUNDATION
    3460 MARYLAND COURT SUITE 110
    RICHMOND,VA23233     		  SO I TO SUPPORT PROGRAM OPERATIONS 5,000
    VIRGINIA HOME FOR BOYS AND GIRLS
    8716 WEST BROAD STREET
    RICHMOND,VA23294     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VIRGINIA MENTORING PARTNERSHIP
    4900 AUGUSTA AVENUE SUITE 140
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    VIRGINIA MUSEUM OF HISTORY AND CULTURE
    428 N BOULEVARD
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 500,000
    VIRGINIA SUPPORTIVE HOUSING
    8002 DISCOVERY DRIVE 201
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VISUAL ARTS CENTER
    1812 W MAIN STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    VMI FOUNDATION
    304 LETCHER AVE
    LEXINGTON,VA24450     		  PC TO SUPPORT PROGRAM OPERATIONS 625,000
    WALKERTON COMMUNITY FIRE ASSO
    2874 WALKERTON LANDING ROAD
    WALKERTON,VA23177     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    YMCA OF GREATER RICHMOND
    2 W FRANKLIN STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    YWCA
    6 N 5TH STREET
    RICHMOND,VA23219     		  PC IN SUPPORT OF THE SPROUT SCHOOL 20,000
    Total .................................bullet 3a 4,602,500
    bApproved for future payment
    Total .................................bullet 3b 0
    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 86,200  
    4 Dividends and interest from securities....     14 1,796,968  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 -11,632  
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....     18 93,688  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,137,375  
    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 3,102,599 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    3,102,599
    (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


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    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description