TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2013

Open to Public Inspection

For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013

Name of foundation
Grace & Roy Jordan Scholarship Fund

Number and street (or P.O. box number if mail is not delivered to street address)Bay Trust Co PO Box 1958 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Kilmarnock, VA22482

A Employer identification number

54-1650493

B Telephone number (see instructions)

(804) 435-4137

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$364,646J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	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)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	12,204		12,204	12,204
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		23,396
b	Gross sales price for all assets on line 6a 111,174
7	Capital gain net income (from Part IV, line 2)...			23,396
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).......
12	Total. Add lines 1 through 11........	35,600		35,600	12,204
13	Compensation of officers, directors, trustees, etc.	4,289		4,289	4,289
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		450	450	450
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)		256	256
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		660	660
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	5,655		5,655	4,739	0
25	Contributions, gifts, grants paid........	17,000				17,000
26	Total expenses and disbursements. Add lines 24 and 25	22,655		5,655	4,739	17,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	12,945
b	Net investment income (if negative, enter -0-)			29,945
c	Adjusted net income (if negative, enter -0-)...				7,465

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2013)

Form 990-PF (2013)

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
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	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)........		364,646	377,500	364,646
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		364,646	377,500	364,646
		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 )
23		Total liabilities (add lines 17 through 22)..........			0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds		364,646	377,500
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		364,646	377,500
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		364,646	377,500

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	364,646
2	Enter amount from Part I, line 27a.....................	2	12,945
3	Other increases not included in line 2 (itemize)	3	-91
4	Add lines 1, 2, and 3..........................	4	377,500
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	377,500

Form 990-PF (2013)

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	321 shs Exelon	P	2013-08-07	2013-10-18
b	26 shs Air Products	P	2011-07-25	2013-08-07
c	19 shs Astra Zeneca	P	2011-07-25	2013-08-07
d	35 shs Autoamtic Data	P	2011-07-25	2013-08-07
e	40 shs Bristol Myers	P	2011-07-25	2013-08-07
	22 shs Chevron	P	2011-07-25	2013-08-07
	5 shs Chevron	P	2007-08-20	2013-08-07
	5 shs Chevron	P	2012-06-26	2013-08-07
	3 shs Chevron	P	2012-05-02	2013-08-07
	9 shs Dominion Resources	P	2011-07-25	2013-08-07
	20 shs DuPont	P	2011-07-25	2013-08-07
	19 shs Emerson	P	2006-12-05	2013-08-07
	23 shs Emerson	P	2012-06-26	2013-08-07
	4 shs Emerson	P	2012-05-02	2013-08-07
	64 shs General Electric	P	2005-10-28	2013-08-07
	10 shs Glaxo SmithKline	P	2011-07-25	2013-08-07
	94 shs Heinz	P	2011-07-25	2013-06-07
	1 sh Heinz	P	2012-05-02	2013-06-07
	19 shs Heinz	P	2012-02-13	2013-06-07
	57 shs Home Depot	P	2011-07-25	2013-08-07
	94 shs JP Morgan Chase	P	2012-05-02	2013-08-07
	1 sh Kellogg	P	2012-02-13	2013-08-07
	2 shs Kellogg	P	2012-05-02	2013-08-07
	33 shs Eli Lilly	P	2011-07-25	2013-08-07
	150 shs Eli Lilly	P	2011-07-25	2013-10-18
	64 shs Linear Tech	P	2006-05-04	2013-08-07
	1 sh McDonalds	P	2012-06-26	2013-08-07
	4 shs McDonalds	P	2012-05-02	2013-08-07
	31 shs Microsoft	P	2012-05-02	2013-08-07
	127 shs Nextera	P	2011-07-25	2013-08-07
	2 shs Norfolk Southern	P	2011-07-25	2013-08-07
	54 shs Paxchex	P	2011-07-25	2013-08-07
	18 shs Royal Dutch Petro	P	2011-07-25	2013-08-07
	199 shs Southern Co.	P	2011-07-25	2013-01-15
	88 shs Spectra	P	2011-07-25	2013-08-07
	30 shs Spectra	P	2012-06-26	2013-08-07
	17 shs Spectra	P	2012-05-02	2013-08-07
	26 shs Target	P	2012-02-13	2013-08-07
	9 shs United Parcel	P	2011-07-25	2013-08-07
	165.126 shs Vanguard Idx Smallcap	P	2006-03-09	2013-08-07
	275.179 shs Vanguard Idx Midcap	P	2006-03-09	2013-08-07
	16 shs Verizon	P	2011-07-25	2013-08-07
	12 shs Vodafone	P	2011-07-25	2013-08-07
	133 sh Weyerhaeuser	P	2012-05-02	2013-08-07

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	9,238	9,781	-543
b	2,761	2,393	368
c	956	946	10
d	2,517	1,859	658
e	1,750	1,176	574
	2,711	2,394	317
	616	425	191
	616	504	112
	370	322	48
	534	448	86
	1,187	1,088	99
	1,170	825	345
	1,416	1,016	400
	246	197	49
	1,541	2,181	-640
	517	444	73
	6,815	5,053	1,762
	73	53	20
	1,378	990	388
	4,490	2,108	2,382
	5,161	4,071	1,090
	65	50	15
	131	100	31
	1,753	1,274	479
	7,404	5,790	1,614
	2,558	2,294	264
	98	89	9
	394	389	5
	969	984	-15
	11,861	7,922	3,939
	147	153	-6
	2,171	1,613	558
	1,206	1,352	-146
	8,532	8,050	482
	3,069	2,433	636
	1,046	836	210
	593	532	61
	1,860	1,360	500
	788	666	122
	7,900	5,000	2,900
	7,573	5,000	2,573
	800	582	218
	369	318	51
	3,692	2,717	975

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			-543
b			368
c			10
d			658
e			574
			317
			191
			112
			48
			86
			99
			345
			400
			49
			-640
			73
			1,762
			20
			388
			2,382
			1,090
			15
			31
			479
			1,614
			264
			9
			5
			-15
			3,939
			-6
			558
			-146
			482
			636
			210
			61
			500
			122
			2,900
			2,573
			218
			51
			975

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	23,396
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 . . . . . . . . . . . . . . . .		3	-530

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? Yes No

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))
2012	8,160	356,878	000.022865
2011	13,940	347,477	000.040118
2010	14,421	342,926	000.042053
2009	21,740	348,004	000.062471
2008	8,987	350,128	000.025668

2	Total of line 1, column (d) ......................	2	000.193175
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	000.038635
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	365,507
5	Multiply line 4 by line 3.......................	5	14,121
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	299
7	Add lines 5 and 6.........................	7	14,420
8	Enter qualifying distributions from Part XII, line 4..............	8	17,000
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2013)

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	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	299
	hereand 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	299
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	299
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a
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
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	299
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

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.

Did the foundation file Form 1120-POL for this year?.....................

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

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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?................

Yes

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.

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.

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) .............

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).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Website address bullet

The books are in care of bullet

Telephone no. bullet

(804) 435-4137

Located at bullet

PO BOX 1958KILMARNOCKVA ZIP+4 bullet

22482

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

16 At any time during calendar year 2013, 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 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 (2013)

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

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?.................YesNo

(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.).........YesNo

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)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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 2013?.............

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)):

At the end of tax year 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?.........................YesNo

If "Yes," did it have excess business holdings in 2013 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 2013.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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 2013?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(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)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

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)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?........................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2013)

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
BAY TRUST COMPANY	TRUSTEE 002.00	4,289
PO BOX 1958 KILMARNOCK,VA22482	TRUSTEE 002.00	4,289

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










Total number of other employees paid over $50,000...................

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

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	Holding money for scholarship grants	4,289
2


3


4

Form 990-PF (2013)

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.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

Average of monthly cash balances.......................

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

Minimum investment return. Enter 5% of line 5..................

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

18,275

Tax on investment income for 2013 from Part VI, line 5......

299

Income tax for 2013. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

299

Distributable amount before adjustments. Subtract line 2c from line 1............

17,976

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

17,976

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

17,976

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

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).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

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 (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7		17,976
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......	9,217
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......
b From 2009.......
c From 2010.......
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2013 from Part
XII, line 4: $ 17,000
a Applied to 2012, but not more than line 2a	9,217
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2013 distributable amount.....		7,783
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.
(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 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........		10,193
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 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....
c Excess from 2011....
d Excess from 2012....
e Excess from 2013....

Form 990-PF (2013)

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 2013, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

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) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

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 (2013)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
Christopher Newport Univeristy FBO Lauren Hudnall 1 Avenue of the Arts Newport News,VA23606	None		Scholarship	500
Christopher Newport Univeristy FBO Michael Nonnemacker Jr 1 Avenue of the Arts Newport News,VA23606	None		Scholarship	500
Liberty Univeristy FBO Colby Bishop 1971 University Blvd Lynchburg,VA24502	None		Scholarship	500
Old Dominion Univeristy FBO Shaquille Coles 5115 Hampton Blvd Norfolk,VA23529	None		Scholarship	1,000
Univ Mary Washingon FBO Colton Hayden 1301 College Ave Fredericksburg,VA22401	None		Scholarship	500
Univeristy of Virginia FBO Elizabeth Shelton PO Box 400228 Charlottesville,VA22904	None		Scholarship	500
Ferrum College FBO Heather Smith PO Box 1000 Ferrum,VA24088	None		Scholarship	750
Houston Comm College FBO Danielle Menzies 3100 Main Street Houston,TX77002	None		Scholarship	1,000
Virginia Tech FBO Danielle Shelton 965 Prices Fork Road Blacksburg,VA24061	None		Scholarship	500
Old Dominion Univeristy FBO La'Terron Jones 5115 Hampton Blvd Norfolk,VA23529	None		Scholarship	1,000
Old Dominion Univeristy FBO Gerquel Owens 5115 Hampton Blvd Norfolk,VA23529	None		Scholarship	1,000
Rappahannock Comm College FBO William Abbott 12745 College Drive Glenns,VA23149	None		Scholarship	500
Rappahannock Comm College FBO Tikoya Henderson 12745 College Drive Glenns,VA23149	None		Scholarship	2,000
Blue Ridge Community College FBO Samantha Parks One College Lane Weyers Cave,VA24486	None		Scholarship	750
Rappahannock Comm College FBO Shamerah Taylor 12745 College Drive Glenns,VA23149	None		Scholarship	1,000
Univeristy of N FL FBO Thomas Morning 1 UNF Drive Jacksonville,FL32224	None		Scholarship	2,000
Virginia Commonwealth U FBO Daniel Alderks PO Box 842527 Richmond,VA23284	None		Scholarship	500
Virginia State Univ FBO Keondra Owens 1 Hayden Drive Petersburg,VA23806	None		Scholarship	500
Virginia Union Univ FBO Tyler Colding 1500 North Lombardy Street Richmond,VA23220	None		Scholarship	500
Virginia Union Univ FBO Tyleisha Lucas 1500 North Lombardy Street Richmond,VA23220	None		Scholarship	500
Radford University FBO Brian Moody PO Box 6890 Radford,VA24142	None		Scholarship	1,000
Total ................................. 3a				17,000

bApproved for future payment

Total ................................. 3b

Form 990-PF (2013)

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	(e) Related or exempt function income (See instructions.)
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 ............
4 Dividends and interest from securities....					12,204
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 .............					23,396
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..					35,600

13Total. Add line 12, columns (b), (d), and (e)..................

1335,600

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	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.)
4	INTEREST AND CAPITAL GAINS EARNED ON ENDOWED FUNDS ARE USED TO FUND THE SCHOLARSHIPS
4	THAT ARE THE PRIMARY PURPOSE OF THE ORGANIZATION.

Form 990-PF (2013)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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?...........YesNo

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2013)

Additional Data

Software ID:	13000230
Software Version:	13.4.0.0

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2013 GainLossSaleOtherAssetsSch

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
321 shs Exelon	2013-08	P	2013-10	9,238	9,781	-543
26 shs Air Products	2011-07	P	2013-08	2,761	2,393	368
19 shs Astra Zeneca	2011-07	P	2013-08	956	946	10
35 shs Autoamtic Data	2011-07	P	2013-08	2,517	1,859	658
40 shs Bristol Myers	2011-07	P	2013-08	1,750	1,176	574
22 shs Chevron	2011-07	P	2013-08	2,711	2,394	317
5 shs Chevron	2007-08	P	2013-08	616	425	191
5 shs Chevron	2012-06	P	2013-08	616	504	112
3 shs Chevron	2012-05	P	2013-08	370	322	48
9 shs Dominion Resources	2011-07	P	2013-08	534	448	86
20 shs DuPont	2011-07	P	2013-08	1,187	1,088	99
19 shs Emerson	2006-12	P	2013-08	1,170	825	345
23 shs Emerson	2012-06	P	2013-08	1,416	1,016	400
4 shs Emerson	2012-05	P	2013-08	246	197	49
64 shs General Electric	2005-10	P	2013-08	1,541	2,181	-640
10 shs Glaxo SmithKline	2011-07	P	2013-08	517	444	73
94 shs Heinz	2011-07	P	2013-06	6,815	5,053	1,762
1 sh Heinz	2012-05	P	2013-06	73	53	20
19 shs Heinz	2012-02	P	2013-06	1,378	990	388
57 shs Home Depot	2011-07	P	2013-08	4,490	2,108	2,382
94 shs JP Morgan Chase	2012-05	P	2013-08	5,161	4,071	1,090
1 sh Kellogg	2012-02	P	2013-08	65	50	15
2 shs Kellogg	2012-05	P	2013-08	131	100	31
33 shs Eli Lilly	2011-07	P	2013-08	1,753	1,274	479
150 shs Eli Lilly	2011-07	P	2013-10	7,404	5,790	1,614
64 shs Linear Tech	2006-05	P	2013-08	2,558	2,294	264
1 sh McDonalds	2012-06	P	2013-08	98	89	9
4 shs McDonalds	2012-05	P	2013-08	394	389	5
31 shs Microsoft	2012-05	P	2013-08	969	984	-15
127 shs Nextera	2011-07	P	2013-08	11,861	7,922	3,939
2 shs Norfolk Southern	2011-07	P	2013-08	147	153	-6
54 shs Paxchex	2011-07	P	2013-08	2,171	1,613	558
18 shs Royal Dutch Petro	2011-07	P	2013-08	1,206	1,352	-146
199 shs Southern Co.	2011-07	P	2013-01	8,532	8,050	482
88 shs Spectra	2011-07	P	2013-08	3,069	2,433	636
30 shs Spectra	2012-06	P	2013-08	1,046	836	210
17 shs Spectra	2012-05	P	2013-08	593	532	61
26 shs Target	2012-02	P	2013-08	1,860	1,360	500
9 shs United Parcel	2011-07	P	2013-08	788	666	122
165.126 shs Vanguard Idx Smallcap	2006-03	P	2013-08	7,900	5,000	2,900
275.179 shs Vanguard Idx Midcap	2006-03	P	2013-08	7,573	5,000	2,573
16 shs Verizon	2011-07	P	2013-08	800	582	218
12 shs Vodafone	2011-07	P	2013-08	369	318	51
133 sh Weyerhaeuser	2012-05	P	2013-08	3,692	2,717	975

- TIN:

TY 2013 GeneralExplanationAttachment

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Identifier	Return Reference	Explanation

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Name of Stock	End of Year Book Value	End of Year Fair Market Value
Trust Assets	377,500	364,646

- TIN:

TY 2013 LegalFeesSchedule

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
DUNTON, SIMMONS DUNTON, LLP	450	450	450

- TIN:

TY 2013 OtherExpensesSchedule

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Commissoner of Accounts	660	660

- TIN:

TY 2013 OtherIncreasesSchedule

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Description	Amount
NET ANNUAL FUNDS	-91

- TIN:

TY 2013 TaxesSchedule

Name:

Grace & Roy Jordan Scholarship Fund

EIN: 54-1650493

Software ID:13000230

Software Version:13.4.0.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Income tax	256	256