Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2012
Open to Public Inspection
For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012
Name of foundation
Thomas L Leivesley Jr Foundation
co The Trust Co of Virginia Trustee

Number and street (or P.O. box number if mail is not delivered to street address)204 South Jefferson St Suite 200   Room/suite
City or town, state, and ZIP code
Roanoke, VA24011
A Employer identification number

54-6471433
B Telephone number (see instructions)

(540) 343-1500
C bullet
G Check all that apply:

D 1. bullet
2. bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$2,514,058J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
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 259 259 259
4 Dividends and interest from securities...... 85,265 85,265 85,265
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -45,215
b Gross sales price for all assets on line 6a 530,764
7 Capital gain net income (from Part IV, line 2)...  
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 462    
12 Total. Add lines 1 through 11........ 40,771 85,524 85,524
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 25,696 25,696    
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 3,885      
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 4,838 1,738    
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 203 203    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 34,622 27,637   0
25 Contributions, gifts, grants paid........ 22,668 22,668
26 Total expenses and disbursements. Add lines 24 and 25 57,290 27,637   22,668
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -16,519
b Net investment income (if negative, enter -0-) 57,887
c Adjusted net income (if negative, enter -0-)... 85,524
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2012)
Form 990-PF (2012)
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.......... 32,341 163,895 163,895
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 page 15 of the
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) 404,897 Click to see attachment313,120 328,467
b Investments—corporate stock (attach schedule)........ 541,051 Click to see attachment703,469 795,304
c Investments—corporate bonds (attach schedule)........ 336,225 Click to see attachment234,753 256,187
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 1,038,944 Click to see attachment920,739 969,745
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment17 Click to see attachment460 Click to see attachment460
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,353,475 2,336,436 2,514,058
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 bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 2,321,942 2,262,898
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 31,533 73,538
30 Total net assets or fund balances (see page 17 of the
instructions).................... 2,353,475 2,336,436
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 2,353,475 2,336,436
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 2,353,475
2 Enter amount from Part I, line 27a..................... 2 -16,519
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 2,336,956
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 520
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 2,336,436
Form 990-PF (2012)
Form 990-PF (2012)
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        
b Capital Gain Dividends      
c LTCG on Sales of Publicly Traded Secs.- See Schedule P 2009-01-01 2012-08-02
d STCG on Sales of Publicly Traded Secs.- See Schedule P 2012-01-01 2012-05-23
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       614
b        
c 335,469   344,234 -8,765
d 194,681   231,745 -37,064
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        
b        
c       -8,765
d       -37,064
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 -45,215
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 -37,064
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 page 18 of the 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))
2011 117,762 2,485,361 0.04738
2010 99,471 2,397,744 0.04149
2009 75,000 2,157,807 0.03476
2008 85,245 2,526,864 0.03374
2007 88,800 2,808,091 0.03162
2 Total of line 1, column (d) ...................... 2 0.18898
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.03780
4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5..... 4 2,415,577
5 Multiply line 4 by line 3....................... 5 91,302
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 579
7 Add lines 5 and 6......................... 7 91,881
8 Enter qualifying distributions from Part XII, line 4.............. 8 22,668
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 (2012)
Form 990-PF (2012)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 1,158
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 1,158
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 1,158
6 Credits/Payments:
a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a 1,600
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 1,600
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 3
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 10 439
11 Enter the amount of line 10 to be: Credited to 2013 estimated taxBullet439 Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
No
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletVA
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see 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
    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 ofbulletThe Trust Company of Virginia Telephone no.bullet (540) 343-1500
    Located atbullet204 South Jefferson St Suite 200RoanokeVA ZIP+4bullet24011
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2012, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 5
    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 page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2012?.............
    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 2012, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2012?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see instructions.) ..............
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If “Yes,” did it have excess business holdings in 2012 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 2012.)....................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (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 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
    No
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
    No
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 6
    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
    The Trust Company of Virginia Trustee
    5.00     		25,696    
    204 S Jefferson St Suite 200
    Roanoke,VA24011
    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  
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 7
    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 page 24 of the instructions.
    3  
    Total. Add lines 1 through 3..........................bullet  
    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
    2,307,530
    b
    Average of monthly cash balances.......................
    1b
    144,832
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    2,452,362
    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
    2,452,362
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see
    instructions) .............................
    4
    36,785
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    2,415,577
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    120,779
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    120,779
    2a
    Tax on investment income for 2012 from Part VI, line 5......
    2a
    1,158
    b
    Income tax for 2012. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,158
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    119,621
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    119,621
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    119,621
    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
    22,668
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    22,668
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    22,668
    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 (2012)
    Form 990-PF (2012)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2011     		(c)
    2011     		(d)
    2012
    1 Distributable amount for 2012 from Part XI, line 7 119,621
    2 Undistributed income, if any, as of the end of 2012:
    a Enter amount for 2011 only....... 22,668
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2012:
    a From 2007.......  
    b From 2008.......  
    c From 2009.......  
    d From 2010.......  
    e From 2011.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2012 from Part
    XII, line 4: bullet$ 22,668
    a Applied to 2011, but not more than line 2a 22,668
    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 2012 distributable amount.....  
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2012.    
    (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 2011. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2012. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2013 ..........     		119,621
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		 
    8Excess distributions carryover from 2007 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2013.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2008....  
    b Excess from 2009....  
    c Excess from 2010....  
    d Excess from 2011....  
    e Excess from 2012....  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 9
    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 2012, 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) 2012 (b) 2011 (c) 2010 (d) 2009
             
    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 organization 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 of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 10
    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
    United Way of Roanoke Valley
    325 Campbell Avenue SW
    Roanoke,VA24016     		None N/A To aid many charitable organizations in the Roanoke Valley 13,600
    Western VA Fdn - ArtsSciences
    1 Market Square 5th Floor
    Roanoke,VA24011     		None N/A To support arts and sciences in Western Virginia 2,267
    League of Older Americans
    706 Campbell Avenue SW
    Roanoke,VA24016     		None N/A To provide assistance to elderly individuals 1,133
    Bradley Free Clinic
    1240 Third Street SW
    Roanoke,VA24016     		None N/A To provide health care for low-income people 2,267
    Habitat for Humanity
    403 Salem Ave SW
    Roanoke,VA24016     		None N/A To provide affordable housing for low-income people 2,267
    Rescue Mission of Roanoke
    402 4th Street SE
    Roanoke,VA24013     		None N/A To aid homeless and indigent families 1,134
    Total .................................bullet 3a 22,668
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 11
    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....          
    3Interest on savings and temporary cash investments     14 259  
    4 Dividends and interest from securities....     14 85,265  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8Gain or (loss) from sales of assets other than inventory     18 -45,215  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aFederal income tax refund       462  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   40,771  
    13Total. Add line 12, columns (b), (d), and (e)..................
    1340,771
    (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 (2012)
    Form 990-PF (2012)
    Page 12
    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
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    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) of the Code (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 or fiduciary) 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 namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2012)
    Additional Data


    Software ID: 12000229
    Software Version: 2012v2.0


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2012 AccountingFeesSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Michael W. Johnson, CPA, P.C. 3,885 0 0 0

    TY 2012 InvestmentsCorpBondsSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    Natl. Rural Util. Coop 5.45% due 4/10/17 25,992 29,288
    McCormick & Co. Note, 5.2%, due 12/15/15 41,388 45,057
    Consolidated Edison Co, 5.5% due 9/15/16 51,719 58,022
    Allergan, Inc. 5.75% due 4/1/16 14,804 17,260
    Consolidated Edison, 5.375%-due 12/15/15 50,850 56,342
    Credit Suisse, 6.50%, due 1/15/2012    
    GE Capital Corp., 4.85%, due 2/15/13 50,000 50,218
    Bank of America Corp., 5.4%, due 2/15/18    

    TY 2012 InvestmentsCorpStockSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Unitedhealth Group, Inc. 9,796 9,763
    Mondelez International, Inc. 12,505 11,963
    Accenture PLC Ireland 10,052 9,842
    Emerson Electric Company 20,047 22,508
    Walt Disney Co. 20,379 20,165
    ConocoPhillips 16,383 17,397
    Bank of Montreal 16,947 18,390
    Ingersoll-Rand PLC 12,501 13,189
    Wisdomtree Emerging Markets Eq Inc Fund 207,651 211,889
    Wellpoint, Inc.    
    Waste Management, Inc. 12,836 13,665
    United Technologies Corp.    
    TEVA Pharmaceutical Indus. Ltd ADR 17,415 14,002
    Philip Morris International, Inc. 11,164 12,546
    Marathon Petroleum Corp. 7,602 14,175
    Intel Corp. 10,405 10,310
    Ameriprise Financial, Inc. 10,506 12,526
    Sysco Corp.    
    Paychex, Inc. 13,086 13,995
    Merck & Co., Inc. 9,410 11,258
    Gallagher Arthur J & Co. 10,192 13,860
    AT&T, Inc. 18,615 21,912
    Walmart Stores, Inc. 13,558 17,057
    Kellogg Company 2,852 4,189
    Chevron Texaco Corp. 6,303 10,814
    Campbell Soup Co.    
    Baker Hughes, Inc. 3,783 5,106
    Pepsico, Inc. 4,048 5,132
    V F Corp. 11,006 18,871
    U.S. Bancorp 8,366 13,575
    Sonoco Products Co. 13,886 13,081
    Prudential Financial, Inc. 9,135 10,666
    Oracle Corp. 9,785 14,161
    Microchip Technology, Inc. 20,614 25,257
    McDonalds Corp. 11,102 13,232
    International Business Machines Corp. 21,917 28,732
    Glaxo Smithkline Spons. PLC ADR 12,308 14,128
    Becton Dickinson & Co. 9,275 9,774
    Abbott Labs 8,345 11,462
    Total FINA SA ADR 10,127 9,102
    Wells Fargo & Co. 8,711 13,672
    SPDR Sector - Materials 14,756 16,893
    Procter & Gamble Co. 2,471 5,092
    Microsoft Corp. 28,981 28,045
    General Electric Co. 16,945 23,089
    Exxon Mobil Corp. 7,703 10,819

    TY 2012 InvestmentsGovtObligationsSch
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    US Government Securities - End of Year Book Value:

    132,155
    US Government Securities - End of Year Fair Market Value:

    127,366
    State & Local Government Securities - End of Year Book Value:


    180,965
    State & Local Government Securities - End of Year Fair Market Value:


    201,101


    TY 2012 InvestmentsOtherSchedule2
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Alerian MLP ETF AT COST 46,403 48,010
    Ishares Dow Jones Epac Sel Div Indx Fund AT COST    
    DNP Select Income Fund AT COST 23,866 22,908
    CRB Global Commodity Equity Index Fund AT COST 101,403 100,622
    Wisdomtree Trust Defa Fund AT COST 346,437 355,496
    Vanguard Index Funds Small Cap ETF AT COST 62,177 76,855
    Vanguard Index Funds Mid Cap ETF AT COST 58,840 76,257
    Ishares MSCI EAFE Index AT COST 151,117 136,464
    Vanguard Index Trust REIT Vipers AT COST 92,487 111,860
    Vanguard Intl. Equity Index Fund AT COST 38,009 41,273

    TY 2012 OtherAssetsSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Mutual Fund dividends received after Y/E   442 442
    Taxable M/M Fund int. received after Y/E 17 18 18


    TY 2012 OtherDecreasesSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Description Amount
    Accrued int. paid on bond purchases in 2012 deducted in 2013 520


    TY 2012 OtherExpensesSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DNP Select Inc. Fund- Stk Rts Exchanged 203 203    


    TY 2012 OtherIncomeSchedule2
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Federal income tax refund 462    


    TY 2012 TaxesSchedule
    Name:
    Thomas L Leivesley Jr Foundation
    co The Trust Co of Virginia Trustee
    EIN: 54-6471433
    Software ID:12000229
    Software Version:2012v2.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Excise taxes- 2011 extension payment 1,500      
    Excise taxes- 2012 estimate payments 1,600      
    Foreign taxes 1,738 1,738