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Home , Frederick College, Hampton Roads, Park Place (Norfolk)

History

Beazley Foundation, Incorporated was established in December 1948 with funds provided by the late Fred W. Beazley, his wife, Marie C. Beazley, and son, Fred W. Beazley, Jr., all of Portsmouth, . In February 1956, Mr. Beazley formed a companion entity, Foundation Boys Academy, to operate a private secondary school for boys, Frederick Military Academy, and, later, a college, Frederick College. The College was gifted to the Commonwealth of Virginia in 1968 to become a part of the Community College system and the Academy closed in 1985.

Shortly thereafter, in 1986, the Charter of Foundation Boys Academy was amended to change its name to Frederick Foundation and embrace an expanded mission, including charitable, religious and educational purposes, with the continued financial support of Mr. Beazley. In 1993, Frederick Foundation merged into the present Beazley Foundation.

From the Foundation’s inception, the needs of community and young people have been the primary focus of Mr. Beazley’s philanthropy. Healthcare, housing, education, recreation and like concerns have resulted in substantial Foundation grants to an array of organizations and programs serving southeastern Virginia, ranging from recreation centers for both adults and children to housing projects and endowed college scholarships. Today, the Foundation remains privately endowed and neither solicits nor accepts funds or contributions from others.

: 1 : President’s Message

In reviewing the pages that follow, I ask you to reflect upon the number and diversity of non-profits funded by the Beazley Foundation during 2006-07. Consider the array of individual and community needs served by the collective effort of the numerous governing boards, staff, volunteers and supporters, all freely giving of themselves, their talents and treasures to benefit others. Pause for a moment and imagine our without quality care for the sick and disabled, safe and sustenance for the displaced, educational and recreational opportunities for children and adults alike and a multitude of programs that otherwise assist our fellow citizens to a better life.

The operation of a non-profit is a daunting task. Fulfillment of the mission is forever challenged by the unrelenting demand for resources, oftentimes frustrated by an uninformed public, the vagaries and constraints of government funding and policies and the inescapable burden of the undertaking itself. Success results only from competent management, dedication to the cause and perseverance.

The Beazley Foundation is privileged to provide a measure of financial support to credible non-profits throughout Hampton Roads and salutes the extraordinary people that deliver those services critical to the effort. The tireless work of many evinces the selflessness of America’s Judeo-Christian ethic, a tradition that calls us to the aid of another and brings vitality to the vision and generosity of Mr. Fred W. Beazley and to the spirit of his Foundation.

Respectfully submitted,

Judge Richard S. Bray

: 2 : Board of Trustees

Judge Richard S. Bray, President & CEO

Judge Bray, a native of Portsmouth and a product of its public schools, graduated from Randolph-Macon College and the Marshall-Wythe School of Law at the College of William and Mary. Following a tenure as law clerk to Virginia Supreme Court Chief Justice Lawrence W. I’Anson, Judge Bray practiced law in the City of Chesapeake until 1989, when he was elected Judge of the Circuit Court of the City of Portsmouth. In 1991, he was elected a Judge of the Court of Appeals of Virginia. Named a Trustee of the Foundation in 1994, Judge Bray retired from the Court of Appeals in 2002 to become Foundation President and CEO.

Diane Pomeroy Griffin, Vice President

Mrs. Griffin’s service on the Foundation Board began in 1997. A graduate of the and Marshall-Wythe School of Law at the College of William and Mary, she commenced her legal career as an associate with the Legal Aid Society, later beginning a solo private practice in the City of Portsmouth. Mrs. Griffin was a founder of the Women’s Bar Association and the Virginia Women Attorneys Association and served as President of the Portsmouth Bar Association. She currently is a substitute Judge in the City’s General District Courts and a Commissioner in Chancery for the Third Judicial Circuit. In recognition of Mrs. Griffin’s extensive community service, Governor Gerald L. Baliles awarded her Virginia’s Gold Medal for Voluntary Excellence, and she was named Portsmouth’s First Citizen in 2002.

P. Ward Robinett, Jr., Secretary

A native of Portsmouth, Mr. Robinett has served as a Foundation Trustee since 1992. Following graduation from Churchland High School and Wesleyan College, he began a career in banking that has spanned 36 years. The City of Portsmouth recognized Mr. Robinett’s unselfish service to the community, including election to the City Council and leadership on numerous City and regional boards and commissions, by honoring him as First Citizen in 1989. Today, Mr. Robinett is President of TowneBank/Portsmouth.

: 3 : Board of Trustees

Leroy T. Canoles, Jr., Trustee

Mr. Canoles, a graduate of the College of William & Mary and the University of Virginia School of Law, joined the Foundation Board in 1991. Both an attorney and CPA, he is a founding partner of Kaufman & Canoles, a prominent Virginia law firm. His lifetime of civic and professional activities, including former Director and Chairman of the Federal Reserve Bank of Richmond, together with his grace, integrity and unselfish service to others, have earned Mr. Canoles the respect and affection of the entire region.

Judge William H. Hodges, Trustee

Judge Hodges, a native of Chesapeake, Virginia, and graduate of Randolph-Macon College and Washington & Lee University School of Law, joined the Foundation Board in 1998. Entering the private practice of law in Chesapeake upon completion of his studies, he soon distinguished himself, serving two terms in both the House of Delegates and Senate of Virginia, followed by election as Judge of the Circuit Court of the City of Chesapeake and, later, to the Court of Appeals of Virginia. In tribute to a lifetime of public service, Judge Hodges was selected as Chesapeake’s First Citizen in 1981. Today, he continues to serve as a Senior Judge of the Court of Appeals.

Lawrence W. I’Anson, Jr., Captain, USN (Ret.), Trustee

Mr. I’Anson, elected a Foundation Trustee in 1974, graduated from Duke University and pursued a career in the , which included several commands and an M.S. degree in Physical Oceanography. Following his retirement as Captain, he was elected President and CEO of the Foundation in 1988, succeeding his father, former Virginia Supreme Court Chief Justice Lawrence W. I’Anson. In addition to his commitment to the philanthropic work of the Foundation, Mr. I’Anson has an exemplary record of community service, including election to the Portsmouth School Board, which he chaired. He retired as Foundation President in 2002 but continues to provide leadership as an active Trustee. : 4 : Board of Trustees

Whitney G. Saunders, Trustee

A practicing attorney in the City of Suffolk, his native city, Mr. Saunders became a Foundation Trustee in 1998. A graduate of Swarthmore College and University of Virginia School of Law, he has chaired the boards of Edmarc Hospice for Children, the YMCA of , the Planning Council and Nansemond-Suffolk Academy. In recognition of Mr. Saunders’ exceptional record of service to numerous civic organizations and related volunteerism, he was honored as Suffolk’s First Citizen in 2006. He currently is a partner in the firm of Saunders, Barlow, Riddick and Babineau.

W. Ashton Lewis, Trustee

Mr. Lewis, a lifelong resident of Hampton Roads, was educated in the public schools of Chesapeake and graduated from Randolph-Macon College in 1968. Returning home, he joined his father in the family automobile business, Bill Lewis Chevrolet. As a result of Mr. Lewis’ record of commitment to community, including gratuitous service as President of Eastern Virginia Medical School, he was chosen Portsmouth’s First Citizen in 1988. Elected to the Foundation Board in 1990, he is currently an active principal in the First Team Auto group.

: 5 : Beazley Foundation Staff

Patricia A. Carlson, Comptroller

Ms. Carlson graduated from Harrisburg Area Community College in Harrisburg, PA with a degree in accounting. In 1999, she joined the Foundation’s administrative staff in her present capacity, which includes financial oversight, accounting, reporting and related internal controls.

Donna M. Russell, Associate Director

Mrs. Russell, a Midwesterner, received a B.S. degree from Minnesota’s Mankato State University in 1984 and made Hampton Roads her home in 1987. Her career with the Foundation began in 1992 as Administrative Assistant and she was named Associate Director in 2003.

: 6 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Arts, Culture and Humanities Education

Chesapeake School Board $2,000.00 The Academy of Music $43,284.88 $33,500.00 Chesapeake, VA Norfolk, VA Children’s art exhibit at Courthouse Park View Elementary Strings Program Providence Presbyterian Church $2,500.00 Virginia Beach, VA ACCESS College Foundation $95,000.00 $75,000.00 Chapel choir, The Queen’s College, Oxford, Norfolk, VA performed at Trinity Episcopal Church for Operating expenses for Portsmouth Portsmouth students ACCESS program and College Retention Study Tidewater Chapter of the $1,500.00 $1,000.00 American Guild of Organists An Achievable Dream $50,000.00 Virginia Beach, VA Newport News, VA Organ recitals at Monumental New Achievable Dream United Methodist Church and middle and high schools Trinity Episcopal Church Atlantic Shores Christian Schools $25,000.00 The Tidewater Winds $7,500.00 $7,500.00 Virginia Beach, VA Norfolk, VA Capital campaign Operating expenses Barrier Islands Museum $25,000.00 $25,000.00 Virginia Symphony $2,500.00 Machipongo, VA Norfolk, VA Meeting room renovation and “Super Heroes” Super Symphony Young People’s Concert, Willet educational program Hall Collegiate School $25,000.00 Virginia Beach, VA Crime & Delinquency Increase Beazley Scholarship endowment Friends of the Portsmouth $8,370.00 $40,347.00 Juvenile Court, Inc. Academy $50,000.00 Portsmouth, VA Virginia Beach, VA Community Service Program, Capital campaign operating expenses and client, donor and volunteer database Chesapeake Bay Foundation $35,000.00 Annapolis, MD Virginia Legal Aid Society $50,000.00 $7,500.00 “On-the-Water” field experiences for Lynchburg, VA Portsmouth public school students Capital campaign and computer equipment/ upgrades for Suffolk Office Children’s Resources $4,600.00 Portsmouth, VA “Aggression Replacement Training” : 7 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Christ the King School $50,000.00 Jamestown-Yorktown Foundation, Inc. $50,000.00 Norfolk, VA Williamsburg, VA Capital campaign Capital funding - “Campaign for ” University $10,000.00 $50,000.00 Newport News, VA Lynchburg College $10,000.00 Beazley Scholarship Endowment Lynchburg, VA Funding for Claytor Cornerstone Christian School $27,000.00 Nature Study Center Chesapeake, VA Purchase new activity bus The Mariners’ Museum $50,000.00 Newport News, VA Crispus Attucks Cultural Center, Inc. $10,000.00 Capital campaign for Norfolk, VA USS Monitor Center Fund Technology Center Nansemond-Suffolk Academy $125,000.00 Suffolk, VA The Elizabeth River Project $50,000.00 $50,000.00 Renovation of gymnasium Portsmouth, VA Phase I of capital campaign and – National Maritime $20,000.00 Portsmouth Schools Center Foundation Educational Program Norfolk, VA “OceanQuest” Oceanography Elon University $15,000.00 Residential Camp Elon College, NC F.W. Beazley Leadership Scholarship Norfolk Botanical Gardens $50,000.00 Norfolk, VA General Douglas MacArthur $25,000.00 Capital campaign Foundation Norfolk, VA Norfolk Christian Schools $50,000.00 Capital campaign Norfolk, VA Improve and expand $50,000.00 science program Hampton, VA Beazley Scholarship Endowment $50,000.00 at School of Business Norfolk, VA Beazley Scholarship Endowment Jacob’s Ladder $36,850.00 $23,600.00 at Dozoretz National Institute in Urbanna, VA Mathematics and Applied Sciences Tuition for at-risk gifted students from Portsmouth Child Life Center $20,000.00 $15,000.00 Classroom equipment and Facility Assessment Project

: 8 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Park Place School $15,000.00 $50,000.00 Norfolk, VA Virginia Beach, VA Expansion of 2nd grade programs Beazley Scholarship Endowment at Regent University Law School Portsmouth Catholic Elementary School $29,420.00 Portsmouth, VA $5,000.00 $5,000.00 Renovations and repairs Winchester, VA Increase Fred W. Portsmouth Christian Schools $47,696.00 Beazley Scholarship Portsmouth, VA Facility expansion and Southampton Academy $20,000.00 equipment updates Courtland, VA Computer upgrades Portsmouth Museums $100,000.00 Portsmouth, VA St. Matthew’s School $20,000.00 Children’s Museum Virginia Beach, VA Capital campaign Capital funding for Media Center/Library Portsmouth Public Schools $18,372.00 $14,596.25 Portsmouth, VA StarBase-Atlantis $26,800.00 “First College” program Portsmouth, VA Capital funding for Promethean Portsmouth Public Schools $20,000.00 Systems (ACTIVE Boards) Portsmouth, VA “First Robotics” program $125,000.00 Richmond, VA Portsmouth Public Schools $16,500.00 Capital funding for the new Portsmouth, VA Young MacDonald’s Farm Exhibit Girls softball and boys football equipment, uniforms and awards Stonebridge School $20,000.00 Chesapeake, VA Portsmouth Schools Foundation* $94,000.00 $106,000.00 Kitchen fire suppression system and Portsmouth, VA automated stair lifts Beazley Scholarships for Portsmouth public school students Suffolk Center for $1,500.00 Cultural Arts Foundation Railroad Museum of Virginia, Inc. $125,000.00 Suffolk, VA Portsmouth, VA Children’s programming Capital campaign Tidewater Builders Association $52,000.00 Recording for the Blind & Dyslexic $7,500.00 Chesapeake, VA Charlottesville, VA Operating expenses for Training Academy Portsmouth Literacy Initiative * Each year, the Foundation provides nine $3,000 college scholarships to Portsmouth public school students, each renewable for four or five years, depending upon course of studies. : 9 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Tidewater Community College $15,000.00 $15,000.00 Virginia Arts Festival $7,500.00 Norfolk, VA Norfolk, VA Beazley School of Nursing Portsmouth Public Schools scholarships for Portsmouth students educational initiative

Tidewater Community College $294,174.00 $335,878.00 Virginia Wesleyan College $10,000.00 $100,000.00 Norfolk, VA Virginia Beach, VA Enhancement and expansion of Capital campaign for new Beazley School of Nursing “Green Science” building and increase Beazley Scholarship endowment United Way of South Hampton Roads $50,000.00 Norfolk, VA The Virginia Zoological Society $125,000.00 Raising a Reader program Norfolk, VA Capital campaign Virginia Air & Space Center $50,000.00 Hampton, VA The Williams School $75,000.00 “Space Bound” capital campaign Norfolk, VA Capital campaign funding and $75,000.00 Marine Science Center Virginia Beach, VA Employment/Jobs “Windows to the World” capital campaign and endowment Chesapeake Service Systems, Inc. $20,000.00 $40,000.00 Chesapeake, VA Virginia College Fund* $50,000.00 $50,000.00 Project HOPE – Phase II Richmond, VA (employment for handicapped) Increase Beazley Scholarship and blanket folder for laundry endowments at each member college or university Food/Nutrition Virginia Foundation for $125,000.00 Independent Colleges Foodbank of Southeastern Virginia $14,000.00 $24,000.00 Richmond, VA Norfolk, VA Funding Beazley Scholarships at Food purchases, four electric pallet member colleges and universities jacks, refurbish parking lot and electric garage door openers for distribution center Virginia Maritime $8,000.00 Heritage Foundation Salvation Army $10,000.00 Norfolk, VA Norfolk, VA “Youth Sail” program Food Distribution Center

* In addition, existing Foundation endowments at 23 colleges and universities total $4,042,957. : 10 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Society of St. Andrew $7,000.00 $5,000.00 Eastern Virginia Medical School $10,000.00 Big Island, VA Norfolk, VA Operating expenses Annual Fund – gleaning program Edmarc Hospice for Children $50,000.00 $10,000.00 Suffolk Meals on Wheels $7,500.00 $7,500.00 Portsmouth, VA Suffolk, VA Pediatric Nursing Care Program Operating expense and Clinical staff funding

Planned Parenthood of $25,150.00 Health Southeastern Virginia Norfolk, VA Angel Flight of Virginia $25,000.00 Women’s Shelter and Response Virginia Beach, VA Health Care Program Mission coordination Western Tidewater Free Clinic $25,000.00 Bon Secours Maryview Foundation $125,000.00 Suffolk, VA Portsmouth, VA “Bridge funding” for Equipment for Women’s Wellness medication delivery Program at Churchland YMCA

Chesapeake Care Free Clinic $17,293.00 Housing Chesapeake, VA Capital needs and renovation Hope House Foundation $60,000.00 Norfolk, VA Chesapeake Health Foundation $100,000.00 Renovation needs Chesapeake, VA Capital campaign South Hampton Roads $100,000.00 (respiratory equipment for newborns) Habitat for Humanity, Inc. Norfolk, VA Children’s Hospital of $111,700.00 “Home Builders Blitz Build” in the King’s Daughters Portsmouth’s Brighton Norfolk, VA neighborhood BV Ulsera Mobile C-Arm System for infant surgery and facility Suffolk Shelter for the Homeless $25,000.00 enhancements for the peripheral stem cell Suffolk, VA transplant program in cancer treatment Health and Housing Program

CHIP/Healthy Families Chesapeake $37,528.00 Virginia Supportive Housing $9,000.00 Chesapeake, VA Richmond, VA Expansion of prenatal services “Adopt-A-Room” program – Gosnold Apartments, Norfolk, VA

: 11 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Human Services Lee’s Friends $8,000.00 Norfolk, VA Catholic Charities of $20,000.00 Relocation expenses Hampton Roads, Inc. Norfolk, VA Make-A-Wish $12,500.00 In-Home Respite Care Services for Foundation of Eastern Virginia Portsmouth Residents Virginia Beach, VA Funding wishes for ill Cerebral Palsy of Virginia $15,000.00 children in Hampton Roads Virginia Beach, VA Matching grant for a Norfolk Senior Center $25,000.00 handicapped accessible van Norfolk, VA Adult day services The Up Center $20,000.00 $39,800.00 Norfolk, VA Onesimus Ministries of Norfolk, Inc. $10,000.00 “Families and Schools Norfolk, VA Together (FAST)” program Renovations to transitional home for released prisoners The Children’s Center $34,220.00 Franklin, VA Places and Programs $69,896.00 Improve and renovate for Children, Inc. the Suffolk Center Portsmouth, VA Technology upgrade at all centers Ecumenical Family Shelter, Inc. $30,000.00 Norfolk, VA The Planning Council $30,000.00 Case management services Norfolk, VA “2006 Investment in Priorities” The Genieve Shelter $25,000.00 Suffolk, VA Portsmouth Self-Sufficiency Project $68,879.00 Capital campaign Portsmouth, VA Oasis Opportunity Center and Hampton Roads Youth Center, Inc. $7,500.00 PARC “SABRE” program Suffolk, VA Generator Project Lifesaver International, Inc. $15,000.00 Chesapeake, VA Help and Emergency Response, Inc. $2,348.00 Equipment upgrades Portsmouth, VA Televisions for shelter bedrooms Samaritan House $25,000.00 Virginia Beach, VA Holiday House of Portsmouth, Inc. $50,000.00 Children’s aftercare program Portsmouth, VA Expansion of housing Seton Youth Shelters $25,000.00 for handicapped residents Virginia Beach, VA Operating expenses : 12 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

St. Mary’s Home for $25,000.00 $50,000.00 Philanthropy Disabled Children Norfolk, VA The Foundation Center $1,500.00 $1,500.00 Capital campaign New York, NY Operating expenses Tidewater Pastoral $7,500.00 Counseling Services Portsmouth Community Foundation $2,000.00 Norfolk, VA Portsmouth, VA Relocation expenses “National Standards for Community Foundations” funding The Union Mission Ministries $125,000.00 $10,000.00 Norfolk, VA Southeastern Council of Foundations $6,000.00 $5,000.00 Food assistance for homeless and Atlanta, GA capital campaign for new location Operating expenses

United Way of South $30,000.00 Suffolk Foundation $10,000.00 Hampton Roads Suffolk, VA Norfolk, VA Operating expenses Annual campaign

Virginia Supportive Housing $25,000.00 Public Safety/Disaster Relief Richmond, VA New handicapped accessible van American Red Cross of $27,000.00 Southeastern Virginia Norfolk, VA Leadership Development 2006 “Tropical Storm and Hurricane Action Plan” Suffolk Foundation $944.60 Suffolk, VA Recreation SECF annual conference fee and related costs Beazley Senior Center $371,602.00 $376,376.00 Portsmouth, VA Volunteer Hampton Roads $102,500.00 $17,000.00 Operating expenses Norfolk, VA Anniversary capital campaign, Camp Holiday Trails $5,000.00 $20,000.00 nonprofit training program and Charlottesville, VA Hampton Roads Institute for Renovation and renewal project and Nonprofit Leadership Conference camperships for Portsmouth students

Cavalier Manor Little League, Inc. $500.00 $500.00 Portsmouth, VA Assist in purchasing uniforms, equipment and supplies

: 13 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Churchland High School $2,000.00 Religion Portsmouth, VA Replacement uniforms Churchland Baptist Church $50.00 Portsmouth, VA Equi-Kids Therapeutic $25,000.00 In memory of Helen M. Kavanaugh Riding Program Virginia Beach, VA Capital campaign Youth Development

Hoffler Creek Wildlife Foundation $10,000.00 The 200 Plus Men Foundation, Inc. $15,000.00 $10,000.00 Portsmouth, VA Norfolk, VA Boating program “Brother to Brother Camp”

Society for American $1,500.00 Big Brothers Big Sisters of $15,000.00 Baseball Research South Hampton Roads Cleveland, OH Chesapeake, VA “10th Annual Jerry Malloy Negro “High School Bigs School League Conference” in Portsmouth Based Mentoring Program”

Southeast 4-H Educational Center $20,000.00 Boy Scout Troop 207 $1,500.00 Wakefield, VA Portsmouth, VA Scholarships and programming needs Utility trailer

Special Olympics – Virginia $7,500.00 Boy Scout Troop 219 $5,000.00 Richmond, VA Portsmouth, VA Scholarships for athletes in the Renovation of Simonsdale 2007 Virginia Special Olympics Boy Scout cabin

Tidewater Bombers $500.00 Boys & Girls Club of $100,000.00 $100,000.00 Chesapeake, VA Southeast Virginia Operating expenses for children’s baseball program Portsmouth, VA Douglass Park and Hodges Tidewater Drillers 10U Baseball $1,000.00 $1,500.00 Manor Elementary Chesapeake, VA afterschool programs Children’s baseball league tournament and equipment and uniforms Girl Scout Council of Colonial Coast $7,500.00 Chesapeake, VA YMCA of Portsmouth $125,000.00 Portsmouth’s Cross Creek Portsmouth, VA community first girl scout program Capital campaign, Beazley Preschool

: 14 : Grants Report

Grants Grants Grants Grants Organization/Purpose Paid in 2007 Paid in 2006 Organization/Purpose Paid in 2007 Paid in 2006

Girls, Inc. $54,525.00 $71,010.00 Portsmouth, VA Renovations to the centers and new vans

Help and Emergency Response, Inc. $21,000.00 Portsmouth, VA Fund child therapist

Ida Barbour Early Learning Center $2,500.00 Portsmouth, VA Van repairs

Portsmouth Service League $1,250.00 $630.00 Portsmouth, VA Funding for 18 Portsmouth children to attend “Points of View” lecture series

Total for 2007 $ 3,751,234.48 Total for 2006 $ 3,225,955.25

“My activities have not been for gain but to give back to this community that which it gave me.”

—Fred W. Beazley 1958

: 15 : Programmatic Distributions of Grants Paid January 1, 2006– December 31, 2007

During 2006–07, Foundation grants totaled $6,977,190, including $750,000 to fully fund the Beazley Senior Center.

: 16 : Geographical Distribution of Grants Paid January 1, 2006– December 31, 2007

* South Hampton Roads (SHR) category includes organizations headquartered in a specific city but serving other cities as well ** Includes Beazley Senior Center

Since inception, grants from the Beazley Foundation, and its predecessors, the former Frederick Foundation and Foundation Boys Academy, Inc., have aggregated $67,480,223.

: 17 : Beazley Foundation, Incorporated

Statements of Financial Position

(Unaudited) (Audited) December 31, 2007 2006

Assets

Investments, held by bank and broker trustee

Cash equivalents $ 2,213,958 $ 1,862,679 U.S. government securities 149,953 — Mutual funds and Corporate securities 61,237,255 61,327,031 63,601,166 63,189,710

Assets held by Foundation Cash and cash equivalents 997,552 838,956 Investments, managed by Foundation 1,219,826 1,219,978 Distributions receivable on investments 70,065 162,411 Prepaid expenses 4,271 6,082 Property and equipment—net 311,206 315,859 Cash surrender value of life insurance 14,074 13,134 Annuity 457 5,310 Deferred tax asset—unrelated business taxable income 84,926 81,905 2,702,377 2,643,635

$ 66,303,543 $ 65,833,345

Liabilities and Net Assets

Accounts payable and accrued expenses $ 26,849 $ 104,432 Gifts and grants payable 1,011,701 930,875 Deferred compensation 1,502,668 1,585,460 Excise taxes payable 42,559 3,344 Deferred tax liability—excise tax 52,154 128,854 Total liabilities 2,635,931 2,752,965

Net assets—unrestricted 63,667,612 63,080,380

$ 66,303,543 $ 65,833,345

: 18 : Beazley Foundation, Incorporated

Statements of Activities

(Unaudited) (Audited) December 31, 2007 2006

Changes in unrestricted net assets

Revenues, gains and losses Net realized gain on sale of investment $ 7,409,714 $ 3,376,741 Interest and dividends 1,491,246 1,541,668 Net unrealized gain (loss) on investments (3,769,532) (1,338,814) Other 40,193 (122,938) 5,171,621 6,134,285

Expenses Program services: Gifts and grants 3,460,459 2,398,701 Charitable program expenses 371,602 376,376 Administrative expenses 739,959 908,129 Income and excise tax expense (benefit) 12,369 (8,052) 4,584,389 3,675,154

Change in unrestricted net assets 587,232 2,459,131

Unrestricted net assets—beginning of year 63,080,380 60,621,249

Unrestricted net assets—end of year $ 63,667,612 $ 63,080,380

: 19 : Grant Making Policy

In keeping with policy established by Mr. Beazley, the Beazley Foundation awards grants only to organizations tax exempt pursuant to Section 501(c)(3) of the Internal Revenue Code and engaged in educational, charitable and religious activities.

Although there are no predetermined allocations to the three areas of gifting, it is contemplated that the Foundation will continue to emphasize grants to education, with the balance allocated to those charitable and ecumenical religious purposes consistent with Foundation policy.

Geographically, although awards have historically favored projects serving the City of Portsmouth, the Foundation funds activities throughout South Hampton Roads.

The Foundation does not support:

1. Conferences, symposia, publications, media, public information or like projects 2. International programs, institutions or similar organizations 3. National programs, institutions or like undertakings 4. Environmental protection generally 5. The Arts, with infrequent exceptions for compelling, credible programs that are focused, sustained and dedicated solely to educational purposes.

However, the Board reserves the right to depart from Foundation grantmaking policy in the exercise of its sole discretion.

Updated July 3, 2008

Guidelines for Grant Submission

The Board of Trustees meets in February, April, July and November to consider grant requests. Proposals may be submitted at any time to the Beazley Foundation, 3720 Brighton Street, Portsmouth, Virginia 23707. Requests received not later than the first (1st) day of January, March, June and October will be considered at the next meeting. Should the final date for submission fall on a weekend or holiday, the proposal must be submitted on the immediately preceding last working day. However, due to holiday interruptions, all applicants should telephone the Foundation office to confirm final submission dates.

Grantmakers in Portsmouth have adopted a uniform grant application format, which is available on the Foundation website, www.beazleyfoundation.org, or by calling the Foundation office at (757) 393-1605.

: 20 :