Form990-PF
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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. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 10-01-2021 , and ending 09-30-2022
Name of foundation
WALTER PAYNE FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)11405 HARCOURT TERRACE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23233
A Employer identification number

01-0626611
B Telephone number (see instructions)

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

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$3,497,794J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 886 886  
4 Dividends and interest from securities... 59,091 59,091  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 79,235
b Gross sales price for all assets on line 6a 785,878
7 Capital gain net income (from Part IV, line 2)... 79,235
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 8,155 202  
12 Total. Add lines 1 through 11........ 147,367 139,414  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 37,899 18,949   18,950
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 3,285      
c Other professional fees (attach schedule).... Click to see attachment 44,912 44,912    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 11,572 8,158    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 101 46    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 97,769 72,065   18,950
25 Contributions, gifts, grants paid....... 188,350 188,350
26 Total expenses and disbursements. Add lines 24 and 25 286,119 72,065   207,300
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -138,752
b Net investment income (if negative, enter -0-) 67,349
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 140,629 200,285 200,285
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 2,327,543 Click to see attachment2,129,268 3,297,509
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,468,172 2,329,553 3,497,794
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).........   0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 2,468,172 2,329,553
29 Total net assets or fund balances (see instructions)..... 2,468,172 2,329,553
30 Total liabilities and net assets/fund balances (see instructions). 2,468,172 2,329,553
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
2,468,172
2
Enter amount from Part I, line 27a .....................
2
-138,752
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
133
4
Add lines 1, 2, and 3 ..........................
4
2,329,553
5
Decreases not included in line 2 (itemize) bullet
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
2,329,553
Form 990-PF (2021)
Form 990-PF (2021)
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 58 SHRS SHERWIN WILLIAMS CO P 2017-08-30 2021-12-08
b SEE ATTACHED SCHEDULE A P 2022-01-01 2022-09-30
c SEE ATTACHED SCHEDULE A P 2002-01-01 2022-09-30
d SEE ATTACHED SCHEDULE B P 2022-01-01 2022-09-30
e SEE ATTACHED SCHEDULE B P 2002-01-01 2022-09-30
5.45 SHRS AMCAP FUND F3 P 2011-03-02 2021-10-08
5.80 SHRS DIAMOND HILL LARGE CAP P 2012-02-27 2021-10-08
5.04 SHRS HARTFORD CORE EQUITY P 2020-03-18 2021-10-08
57.66 SHRS LORD ABBETT SHORT DURATION P 2021-09-30 2021-10-08
14.60 SHRS LORD ABBETT SHORT DURATION P 2019-02-22 2021-10-08
6.05 SHRS MFS INTL DIVERSIFICATIOON P 2021-04-07 2021-10-08
3.46 SHRS VANGUARD EQUITY INCOME P 2021-04-07 2021-10-08
18.91 SHRS VANGUARD INTERMED TERM P 2020-10-02 2021-10-08
1.07 SHRS VANGUARD MID-CAP INDEX P 2016-08-25 2021-10-08
16.56 SHRS VANGUARD S/T INV GRADE P 2021-09-30 2021-10-08
11.09 SHRS VANGUARD S/T INV GRADE P 2010-01-07 2021-10-08
Capital Gain Dividends      
(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 19,764   6,513 13,251
b 177,344   182,981 -5,637
c 312,079   280,578 31,501
d 48,024   50,587 -2,563
e 205,132   184,179 20,953
242   106 136
209   94 115
242   136 106
242   242  
61   61  
152   150 2
320   304 16
228   239 -11
322   173 149
182   182  
121   118 3
      21,214
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       13,251
b       -5,637
c       31,501
d       -2,563
e       20,953
      136
      115
      106
       
       
      2
      16
      -11
      149
       
      3
       
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 79,235
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 -8,182
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 936
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 936
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 2,000
b Exempt foreign organizations—tax withheld at source...... 6b  
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 2,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8  
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 1,064
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet1,064 RefundedBullet 11  
Part VI-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 the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
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 XIV..................................
    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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletJAMES E CRAWLEY Telephone no.bullet (804) 780-2038

    Located atbullet11405 HARCOURT TERRACERICHMONDVA ZIP+4bullet23233
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2021, 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 VI-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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
     
    No
    (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)? ......................
    1a(5)
     
    No
    (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.) ...............
    1a(6)
     
    No
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
    1b
     
    No
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    JAMES E CRAWLEY President
    5.00     		28,424    
    11405 HARCOURT TERRACE
    RICHMOND,VA23233
    MICHAEL CRAWLEY Vice President
    3.00     		9,475    
    103 LIDE PLACE
    CHARLOTTESVILLE,VA22902
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part VIII-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 VIII-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    4,220,972
    b
    Average of monthly cash balances.......................
    1b
    141,732
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    4,362,704
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    4,362,704
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    65,441
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    4,297,263
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    214,863
    Part X
    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 IX, line 6..................
    1
    214,863
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    936
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    936
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    213,927
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    213,927
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
    7
    213,927
    Part XI
    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
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 213,927
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 188,326
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2021:
    a From 2016......  
    b From 2017......  
    c From 2018......  
    d From 2019......  
    e From 2020......  
    f Total of lines 3a through e ........  
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 207,300
    a Applied to 2020, but not more than line 2a 188,326
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2021 distributable amount..... 18,974
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2021.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		194,953
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8 Excess distributions carryover from 2016 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020....  
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-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 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    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 IX, 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 XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    WALTER PAYNE FOUNDATION
    PO BOX 85678
    RICHMOND,VA232855678
    (804) 780-2038
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATIONS SHOULD INCLUDE A DETAILED DESCRIPTION OF THE PROJECT, THE GEOGRAPHIC LOCATION AND GENERAL DESCRIPTION OF INTENDED BENEFICIARIES OF THE PROJECT, AND THE FINANCIAL NEEDS OF APPLICANT FOR THE PROJECT.
    cAny submission deadlines:
    REQUESTS SHOULD BE SUBMITTED BY JUNE 1.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    CONTRIBUTIONS WILL ONLY BE CONSIDERED FOR CHARITABLE ORGANIZATIONS LOCATED IN THE VIRGINIA COUNTIES OF APPOMATTOX AND PRINCE EDWARD, OR TO CHARITABLE ORGANIZATIONS BENEFITING PERSONS RESIDING, WORKING AND/OR ATTENDING SCHOOL IN THE VIRGINIA COUNTIES OF APPOMATTOX AND PRINCE EDWARD. PREFERENCE WILL BE GIVEN TO THOSE ORGANIZATIONS THAT DO NOT RECEIVE GOVERNMENT FUNDING.
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    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
    VA COOP EXTENSION
    PO BOX 488
    APPOMATTOX,VA24522     		NONE PUBLIC CHARITABLE 2,000
    HOLIDAY LAKE 4-H EDUCATIONAL CENTER
    1267 4-H CAMP ROAD
    APPOMATTOX,VA24522     		NONE PUBLIC SUPPORT NATURAL RESOURCES EDUCATIONAL PROGRAM 10,000
    PROSPECT VOL FIRE DEPARTMENT
    PO BOX 145
    FARMVILLE,VA23960     		NONE PUBLIC UPGRADE PROTECTIVE EQUIPMENT 8,000
    CONCORD VOL FIRE DEPARTMENT
    PO BOX 26
    CONCORD,VA24538     		NONE PUBLIC FUND PURCHASE OF PPE 6,140
    PAMPLIN VOL FIRE DEPARTMENT
    PO BOX 1099
    PAMPLIN,VA23958     		NONE PUBLIC UPGRADE EMERGENCY EQUIPMENT 8,000
    LONGWOOD CENTER FOR THE VISUAL ARTS
    129 NORTH MAIN STREET
    FARMVILLE,VA23901     		NONE PUBLIC SUPPORT COMMUNITY ARTS PROGRAMS 8,000
    DARLINGTON HEIGHTS VOL FIRE DE
    3348 MORRIS CREEK RD
    PAMPLIN,VA23958     		NONE PUBLIC FUND BLDG IMPR AND PPE 8,000
    FARMVILLE AREA HABITAT FOR HUMANITY
    PO BOX 816
    FARMVILLE,VA23901     		NONE PUBLIC FUND HOUSING NEEDS 10,000
    FACES FOOD PANTRY
    PO BOX 644
    FARMVILLE,VA23901     		NONE PUBLIC SUPPORT FOOD PROG FOR THE PROVISHED 10,000
    PROSPECT HISTORICAL SOCIETY
    1024 SULPHUR SPRING RD
    PROSPECT,VA23960     		NONE PC SUPPORT RESTORATION OF HISTORICAL BUILDINGS 1,500
    APPOMATTOX COUNTY COMMUNITY PARK
    PO BOX 863
    APPOMATTOX,VA24522     		NONE PC PARK FACILITIES 10,000
    PREGNANCY SUPPORT CENTER
    PO BOX 281
    FARMVILLE,VA23901     		NONE PC SUPPORT PREGNANCY EDUCATION PROGRAM 8,000
    VIRGINIA LEGAL AID SOCIETY
    PO BOX 6200
    LYNCHBURG,VA24505     		NONE PC FUND LEGAL AIDE FOR THE POOR 11,000
    HUMANKIND
    150 LINDEN AVE
    LYNCHBURG,VA24503     		NONE PC SUPPORT CHILD ABUSE PREVENTION 8,000
    QUICKSTART TENNIS OF CENTRAL VIRGIN
    PO BOX 422
    IVY,VA22945     		NONE PC EDUCATIONAL 5,000
    MISSIONARY FOOD BANK
    394 GUM BRANCH DRIVE
    APPOMATTOX,VA24522     		NONE PC SUPPORT FOOD BANK 6,000
    LYNCHBURG DAILY BREAD
    721 CLAY STREET
    LYNCHBURG,VA24504     		NONE PC SUPPORT FOOD MINISTRY FOR THE HUNGRY 12,000
    WOLFBANE PRODUCTIONS
    524 COUNTRY CLUB ROAD
    APPOMATTOX,VA24522     		NONE PC SUPPORT EDUCATIONAL PROJECT 11,000
    PAMPLIN AREA LEGACY SUPPORTERS
    51 ROSSER MILL ROAD
    PAMPLIN,VA23958     		NONE PC SUPPORT 5,510
    APPOMATTOX LITERACY INTERVENTION
    197 BREEZY HILL ROAD
    SPOUT SPRING,VA24593     		NONE PC EDUCATIONAL 10,000
    CASA OF CENTRAL VIRGINIA
    PO BOX 11373
    LYNCHBURG,VA24506     		NONE PC CHARITY 10,000
    VIRGINIA CHILDREN'S BOOK FESTIVAL
    1166 MORTON ROAD
    KEYSVILLE,VA23947     		NONE PC EDUCATION 10,200
    CENTRAL VIRGINIA REGIONAL LIBRARY
    1303 W THIRD STREET
    FARMVILLE,VA23901     		NONE PC EDUCATION 5,000
    COURTLAND PARK FOUNDATION
    153-A MORTON LANE
    APPOMATTOX,VA24522     		NONE EOF CHARITY 5,000
    Total .................................bullet 3a 188,350
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-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 ...........     		    14 886  
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 79,235  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aLITIGATION CLAIM     		    14 202  
    btax refunds     1 7,953  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) ..   147,367  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    147,367
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-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 (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 instructions.
    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 (2021)
    Additional Data


    Software ID: 21013475
    Software Version: 2021v4.1


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 AccountingFeesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
      3,285 0 0 0

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Name of Stock End of Year Book Value End of Year Fair Market Value
    1,000 SHRS AMAZON 66,274 113,000
    1,610.69 SHRS AMCAP 31,380 46,356
    1,552.024 SHRS DIAMOND HILL LARGE CAP 25,158 43,224
    8,060.219 SHRS VANGUARD SHORT TERM 85,302 79,313
    648 SHRS CARMAX 13,976 42,781
    305 SHRS BERKSHIRE HATHAWAY 10,506 81,441
    2398 SHRS BROOKFIELD ASSET MGMT 29,051 98,054
    465 SHRS JP MORGAN CHASE 21,612 48,592
    90 SHRS MARKEL 40,642 97,580
    627 SHRS JOHNSON & JOHNSON 52,996 102,427
    449 SHRS DANAHER 8,873 115,972
    288 SHRS ACCENTURE PLC 11,100 74,102
    638 SHRS APPLE 1,695 88,172
    357 SHRS VISA 6,801 63,421
    362 SHRS AMERICAN TOWER 10,827 77,721
    274.646 SHRS VANGUARD MID CAP INDEX 43,972 63,951
    283 SHRS UNION PACIFIC 26,811 55,134
    541.742 SHRS VANGUARD EMERGING MKTS 16,926 16,491
    5,635.411 SHRS VANGUARD INTER TERM INVES 62,800 56,129
    255 SHRS ADOBE SYSTEMS 34,081 70,176
    680 SHRS ALPHABET INC CL C 6,030 65,382
    700 SHRS ALPHABET INC CL A 6,232 66,955
    273 SHRS MASTERCARD 28,406 77,625
    255 SHRS MARTIN MARIETTA MATERIALS INC 61,591 82,133
    339 SHRS SHERWIN WILLIAMS 53,673 69,410
    157 SHRS HOME DEPOT 27,661 43,323
    383 SHRS HONEYWELL INTL 62,764 63,950
    125 SHRS BROADCOM 32,677 55,501
    436 SHRS MICROSOFT 47,214 101,544
    469 SHRS WALT DISNEY 57,814 44,241
    1418 SHRS TJX COS INC 85,195 88,086
    357 SHRS AIR PRODUCTS & CHEMICALS 77,268 83,085
    1,280.435 SHRS HARTFORD CORE EQUITY 34,482 48,861
    20,833.911 SHRS LORD ABBOTT SHORT 86,628 79,794
    1,773.485 SHRS MFS INTL DIVERSIFICATION 31,171 32,100
    885.244 SHRS VANGUARD EQUITY INCOME 66,580 70,182
    734 SHRS T MOBILE 65,657 98,481
    217 SHRS AON 42,504 58,128
    167 SHRS MOODY'S CORP 34,681 40,599
    468 SHRS ABBOTT LABS 36,415 45,284
    572.28 SHRS FULLER&THALER SM CAP FUND 20,928 17,924
    15 SHRS BOOKING HOLDINGS INC 33,453 24,648
    222 SHRS CONSTELLATION BRANDS INC 47,537 50,989
    442 SHRS ELECTRONIC ARTS INC 55,963 51,144
    325 SHRS META PLATFORMS INC 80,787 44,096
    103 SHRS SERVICENOW INC 53,286 38,894
    134 SHRS UNITEDHEALTH GROUP INC 50,099 67,675
    551 SHRS PIONEER NAT RES CO 93,290 119,308
    605.106 SHRS SCHWAB SMALL-CAP INDEX FUND 18,922 16,283
    1,220 SHRS BANK AMER CORP 51,727 36,844
    309 SHRS EOG RES INC 31,085 34,525
    120 SHRS INTUIT 46,765 46,478

    TY 2021 OtherExpensesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK FEES 30      
    OTHER FEES 46 46    
    SCC REGISTRATION FEE 25      


    TY 2021 OtherIncomeSchedule2
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    LITIGATION CLAIM 202 202  
    tax refunds 7,953    


    TY 2021 OtherIncreasesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Description Amount
    PRIOR PERIOD ADJUSTMENT 133


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEES 44,912 44,912 0 0


    TY 2021 TaxesSchedule
    Name:
    WALTER PAYNE FOUNDATION
    EIN:
    01-0626611
    Software ID:
    21013475
    Software Version:
    2021v4.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES 235 235    
    INCOME TAX 7,923 7,923    
    PAYROLL TAXES 3,414