Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
SAUER LEWIS FOUNDATION
C/O JANET LEWIS SAUER
Number and street (or P.O. box number if mail is not delivered to street address)204 S ERLWOOD COURT
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23229
A Employer identification number

20-0059321
B Telephone number (see instructions)

(804) 553-1900
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$7,776,891J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments 22 22  
4 Dividends and interest from securities... 162,076 162,076  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 67,147
b Gross sales price for all assets on line 6a 2,261,343
7 Capital gain net income (from Part IV, line 2)... 67,147
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 272 272  
12 Total. Add lines 1 through 11........ 229,517 229,517  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
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 5,780 2,890   2,890
c Other professional fees (attach schedule).... Click to see attachment 22,249 22,249   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 10,499 10,499   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 38,528 35,638   2,890
25 Contributions, gifts, grants paid....... 417,456 417,456
26 Total expenses and disbursements. Add lines 24 and 25 455,984 35,638   420,346
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -226,467
b Net investment income (if negative, enter -0-) 193,879
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
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............. 1,455 7,924 7,924
2 Savings and temporary cash investments......... 115,250 200,061 200,061
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 5,760,235 Click to see attachment4,853,292 4,751,767
c Investments—corporate bonds (attach schedule)....... 2,042,732 Click to see attachment1,341,463 1,298,545
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 423,625 Click to see attachment1,714,090 1,518,594
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 8,343,297 8,116,830 7,776,891
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances 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........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 8,343,297 8,116,830
30 Total net assets or fund balances (see instructions)..... 8,343,297 8,116,830
31 Total liabilities and net assets/fund balances (see instructions). 8,343,297 8,116,830
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
8,343,297
2
Enter amount from Part I, line 27a .....................
2
-226,467
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
8,116,830
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
8,116,830
Form 990-PF (2015)
Form 990-PF (2015)
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 61,977.275 SHARES MANNING & NAPIER WORLD OPPOR P 2014-01-01 2015-04-17
b 15,790.536 SHARES PIMCO EMERGING LOCAL BOND INST P 2014-01-01 2015-06-23
c 718.735 SHARES CAMBIAR SMALL CAP-INS P 2014-01-01 2015-07-07
d 381.356 SHARES DFA L/C INTERNATIONAL PORTF P 2014-01-01 2015-07-07
e 1,165.138 SHARES DOUBLELINE TOTAL RET BD-I P 2014-01-01 2015-07-07
2,889.211 SHARES EATON VANCE ATLANTA CAPITAL SMID-I P 2014-01-01 2015-07-07
19,313.303 SHARES EATON VANCE FLOATING RATE-I P 2014-01-01 2015-07-07
217.14 SHARES MAINSTAY ICAP INTERNATIONAL I P 2014-01-01 2015-07-07
494.905 SHARES OPPENHEIMER DEVELOPING MKT-Y P 2014-01-01 2015-07-07
4,369.017 SHARES OSTERWEIS STRATEGIC INC FD I P 2014-01-01 2015-07-07
728.905 SHARES T ROWE PRICE DIVERS S/C GRTH P 2014-01-01 2015-07-07
280 SHARES ISHARES DJ SELECT DIVIDEND ETF P 2014-01-01 2015-07-09
3,243 SHARES ISHARES RUSSELL 1000 GROWTH ETF P 2014-01-01 2015-07-09
1,664 SHARES ISHARES BARCLAYS 3-7 YEAR ETF P 2014-01-01 2015-07-09
2,597 SHARES PIMCO 1-5 YEAR US TIPS INDEX ETF P 2014-01-01 2015-07-09
1,617.647 SHARES CAMBIAR SMALL CAP-INS P 2014-01-01 2015-10-26
1,125.122 SHARES BLACKSTONE ALT MULTI-STRAT-I P 2014-01-01 2015-10-26
754.148 SHARES BRANDES INTL S/C EQUITY-I P 2014-01-01 2015-10-26
1,303.294 SHARES DFA L/C INTERNATIONAL PORTF P 2014-01-01 2015-10-26
6,694.064 SHARES DOUBLELINE TOTAL RET BD-I P 2014-01-01 2015-10-26
368.748 SHARES EATON VANCE ATLANTA CAPITAL SMID-I P 2014-01-01 2015-10-26
1,383.399 SHARES GOTHAM NEUTRAL FUND-INSTL P 2014-01-01 2015-10-26
407.533 SHARES MAINSTAY ICAP INTERNATIONAL I P 2014-01-01 2015-10-26
175.439 SHARES OPPENHEIMER DEVELOPING MKT-Y P 2014-01-01 2015-10-26
6,750.675 SHARES OSTERWEIS STRATEGIC INC FD I P 2014-01-01 2015-10-26
1,325.758 SHARES T ROWE PRICE DIVERS S/C GRTH P 2014-01-01 2015-10-26
418.47 SHARES VAN ECK EMERGING MARKETS-I P 2014-01-01 2015-10-26
772.727 SHARES WASATCH LONG/SHORT FUND-INS P 2014-01-01 2015-10-26
944.287 SHARES WFA ABSOLUTE RETURN FUND-INS P 2014-01-01 2015-10-26
541 SHARES ISHARES DJ SELECT DIVIDEND ETF P 2014-01-01 2015-10-28
221 SHARES ISHARES CORE U.S. AGGREGATE BO P 2014-01-01 2015-10-28
948 SHARES ISHARES RUSSELL 1000 VALUE ETF P 2014-01-01 2015-10-28
77 SHARES ISHARES BARCLAYS MBS BOND ETF P 2014-01-01 2015-10-28
53 SHARES ISHARES CORE MSCI PACIFIC ETF P 2014-01-01 2015-10-28
CAPITAL GAINS DIVIDENDS P    
(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 486,522   494,117 -7,595
b 124,272   164,732 -40,460
c 15,000   15,214 -214
d 8,100   8,588 -488
e 12,700   12,994 -294
79,800   53,697 26,103
172,468   177,490 -5,022
7,500   7,461 39
17,000   16,592 408
50,200   51,365 -1,165
20,300   15,749 4,551
21,141   21,297 -156
322,107   302,702 19,405
204,883   201,504 3,379
135,583   138,216 -2,633
30,800   34,241 -3,441
11,600   11,341 259
10,000   10,268 -268
26,900   29,331 -2,431
73,300   74,640 -1,340
10,100   6,853 3,247
14,000   15,666 -1,666
13,200   14,003 -803
5,600   5,882 -282
75,000   79,310 -4,310
35,000   28,645 6,355
5,800   6,664 -864
10,200   11,467 -1,267
10,000   10,666 -666
41,716   41,148 568
24,250   24,042 208
95,045   97,169 -2,124
8,440   8,413 27
2,599   2,729 -130
80,217     80,217
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       -7,595
b       -40,460
c       -214
d       -488
e       -294
      26,103
      -5,022
      39
      408
      -1,165
      4,551
      -156
      19,405
      3,379
      -2,633
      -3,441
      259
      -268
      -2,431
      -1,340
      3,247
      -1,666
      -803
      -282
      -4,310
      6,355
      -864
      -1,267
      -666
      568
      208
      -2,124
      27
      -130
      80,217
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 67,147
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 379,352 8,573,492 0.044247
2013 219,063 7,974,690 0.027470
2012 160,670 4,403,223 0.036489
2011 142,497 3,252,734 0.043808
2010 39,029 2,973,648 0.013125
2
Total of line 1, column (d) .....................
20.165139
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
0.033028
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
8,222,950
5
Multiply line 4 by line 3......................
5
271,588
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
1,939
7
Add lines 5 and 6........................
7
273,527
8
Enter qualifying distributions from Part XII, line 4.............
8
420,346
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 (2015)
Form 990-PF (2015)
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 Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 1,939
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 1,939
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 1,939
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 11,240
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 11,240
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 9,301
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet1,960 RefundedBullet 11 7,341
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part 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 2015 or the taxable year beginning in 2015 (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
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletYOUNT HYDE BARBOUR PC Telephone no.bullet (804) 553-1900

    Located atbullet9954 MAYLAND DRIVE SUITE 2300RICHMONDVA ZIP+4bullet23233
    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 2015, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    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 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 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 2015.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    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
    JANET LEWIS SAUER PRESIDENT/DIRECTOR
    1.00     		0 0 0
    204 S ERLWOOD COURT
    RICHMOND,VA23229
    BRADFORD B SAUER SECRETARY/DIRECTOR
    1.00     		0 0 0
    2000 WEST BROAD STREET
    RICHMOND,VA23220
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    8,343,163
    b
    Average of monthly cash balances.......................
    1b
    5,010
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    8,348,173
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    8,348,173
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    125,223
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    8,222,950
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    411,148
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    411,148
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    1,939
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,939
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    409,209
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    409,209
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    409,209
    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
    420,346
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    420,346
    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
    1,939
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    418,407
    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 (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 409,209
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 219,038
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013......  
    e From 2014......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 420,346
    a Applied to 2014, but not more than line 2a 219,038
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 201,308
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2015. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		207,901
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013....  
    d Excess from 2014....  
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2015, 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) 2015 (b) 2014 (c) 2013 (d) 2012
             
    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 or email address 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 (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ST CATHERINE'S SCHOOL
    6001 GROVE AVENUE
    RICHMOND,VA23226     		NONE   EDUCATION 55,000
    ST CHRISTOPHER'S SCHOOL
    711 ST CHRISTOPHERS ROAD
    RICHMOND,VA23226     		NONE   EDUCATION 55,000
    STEWARD SCHOOL
    11600 GAYTON ROAD
    RICHMOND,VA23238     		NONE   EDUCATION 45,000
    GRACE & HOLY TRINITY CHURCH
    8 NORTH LAUREL STREET
    RICHMOND,VA23220     		NONE   RELIGIOUS 70,000
    THE HEALING PLACE
    700 DINWIDDIE AVENUE
    RICHMOND,VA23224     		NONE   SOCIAL SERVICES 10,000
    BOAZ & RUTH INC
    3001 MEADOWBRIDGE ROAD
    RICHMOND,VA23222     		NONE   SOCIAL SERVICES 10,000
    HOLLINS UNIVERSITY
    7916 WILLIAMSON ROAD
    ROANOKE,VA24019     		NONE   EDUCATION 10,000
    FLAGLER HOME
    8000 BROOK ROAD
    RICHMOND,VA23227     		NONE   SOCIAL SERVICES 50,000
    WORLD PEDIATRIC PROJECT
    7201 GLEN FOREST DRIVE SUITE 304
    RICHMOND,VA23226     		NONE   SOCIAL SERVICES 20,000
    FOODBANK
    PO BOX 1530
    MERRIFIELD,VA221161530     		NONE   SOCIAL SERVICES 5,456
    CARITAS
    PO BOX 25790
    RICHMOND,VA232605790     		NONE   SOCIAL SERVICES 8,000
    HEARTS WITH HAITI
    27 HORNE STREET
    RALEIGH,NC27607     		NONE   SOCIAL SERVICES 2,000
    SERVANTS IN FELLOWSHIP
    PO BOX 227
    FREDERICKTOWN,OH43019     		NONE   RELIGIOUS 2,000
    RICHMOND BALLET
    407 E CANAL ST
    RICHMOND,VA23219     		NONE   EDUCATION 20,000
    ANNA JULIA COOPER EPISCOPAL SCHOOL
    2124 N 29TH STREET
    RICHMOND,VA23223     		NONE   EDUCATION 5,000
    GOODWILL INDUSTRIES
    6301 MIDLOTHIAN TURNPIKE
    RICHMOND,VA23225     		NONE   SOCIAL SERVICES 50,000
    Total .................................bullet 3a 417,456
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		    14 22  
    4 Dividends and interest from securities....     14 162,076  
    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.....     14 272  
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 67,147  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 229,517 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13229,517
    (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 (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) 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) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AccountingFeesSchedule
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,240 2,620   2,620
    BOOKKEEPING 540 270   270

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Name of Bond End of Year Book Value End of Year Fair Market Value
    24300.961 SHARES DOUBLELINE TOTAL RETURN BOND FUND 270,914 261,964
    1453 SHARES ISHARES BARCLAYS MBS BOND ETF 158,755 156,488
    3141 SHARES ISHARES CORE TOTAL U.S. AGGREGATE 341,697 339,259
    3161 SHARES ISHARES IBOXX INV GRD CORP BOND ETF 371,539 360,386
    16927.558 SHARES OSTERWEIS STRATEGIC INCOME FUND 198,558 180,448

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Name of Stock End of Year Book Value End of Year Fair Market Value
    11861.755 SHARES BRANDES INTERNATIONAL SMALL CAP 161,400 151,356
    4457.659 SHARES CAMBIAR SMALL CAP FUND 93,013 74,532
    20380.753 SHARES DFA LARGE CAP INTERNATIONAL 458,250 399,055
    9043.676 SHARES EATON VANCE ATLANTA CAPITAL SMID 172,242 234,412
    3154 SHARES ISHARES CORE MSCI PACIFIC ETF 162,412 150,509
    6936 SHARES ISHARES CORE MSCI EUROPE ETF 315,940 292,977
    4837 SHARES ISHARES DJ SELECT DIVIDEND ETF 367,902 363,501
    12518 SHARES ISHARES RUSSELL 1000 VALUE ETF 1,283,079 1,225,011
    9311 SHARES ISHARES RUSSELL 1000 GROWTH ETF 870,993 926,258
    4167.593 SHARES JANUS OVERSEAS FUND 148,621 114,734
    8182.445 SHARES MAINSTAY ICAP INTERNATIONAL FUND 280,764 252,019
    9406.394 SHARES MATTHEWS PACIFIC TIGER FUND 159,252 221,427
    4507.171 SHARES OPPENHEIMER DEVELOPING MARKETS 151,017 135,170
    3028.614 SHARES T ROWE PRICE DIVERSIFIED SMALL-CAP 65,644 77,835
    10220.688 SHARES VAN ECK EMERGING MARKETS FUND 162,763 132,971

    TY 2015 InvestmentsOtherSchedule2
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    42048.038 SHARES BLACKSTONE ALTERNATIVE AT COST 423,835 425,526
    36524.126 SHARES GOTHAM NEUTRAL FUND AT COST 413,247 358,302
    30858.847 SHARES WASATCH LONG/SHORT FUND AT COST 447,259 347,471
    38119.573 SHARES WELLS FARGO ADVANTAGE ABSOLUTE AT COST 429,749 387,295

    TY 2015 OtherIncomeSchedule2
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    SECURITIES LITIGATION PROCEEDS 272 272 272


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEE 22,249 22,249   0


    TY 2015 TaxesSchedule
    Name:
    SAUER LEWIS FOUNDATION
     
    C/O JANET LEWIS SAUER
    EIN:
    20-0059321
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAXES 10,499 10,499   0