Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
For calendar year 2023, or tax year beginning 07-01-2023 , and ending 06-30-2024
Name of foundation
THE LEWIS AND BUTLER FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)919 E MAIN STREET 950
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23219
A Employer identification number

54-6061170
B Telephone number (see instructions)

(804) 643-4080
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$2,246,201J 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 right arrow.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 54,676 54,676  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 64,582
b Gross sales price for all assets on line 6a 749,125
7 Capital gain net income (from Part IV, line 2)... 64,582
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........ 119,258 119,258  
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
List of Attached Documents:
// Content
5,735 0   0
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
8,157 8,157   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
6,626 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
77 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 20,595 8,157   0
25 Contributions, gifts, grants paid....... 389,600 389,600
26 Total expenses and disbursements. Add lines 24 and 25 410,195 8,157   389,600
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -290,937
b Net investment income (if negative, enter -0-) 111,101
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2023)
Form 990-PF (2023)
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.............   5 5
2 Savings and temporary cash investments......... 19,872 50,615 50,615
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
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) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule) 223,434 Click to see attachment
List of Attached Documents:
// Content
170,084 		172,583
b Investments—corporate stock (attach schedule)....... 942,304 Click to see attachment
List of Attached Documents:
// Content
709,339 		1,130,599
c Investments—corporate bonds (attach schedule)....... 52,381 0 0
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 826,642 Click to see attachment
List of Attached Documents:
// Content
843,653 		892,399
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,064,633 1,773,696 2,246,201
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 right arrow)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 2,064,633 1,773,696
29 Total net assets or fund balances (see instructions)..... 2,064,633 1,773,696
30 Total liabilities and net assets/fund balances (see instructions). 2,064,633 1,773,696
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
2,064,633
2
Enter amount from Part I, line 27a .....................
2
-290,937
3
Other increases not included in line 2 (itemize) right arrow
3
0
4
Add lines 1, 2, and 3 ..........................
4
1,773,696
5
Decreases not included in line 2 (itemize) right arrow
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
1,773,696
Form 990-PF (2023)
Form 990-PF (2023)
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 BATH & BODY WORK P 2016-06-07 2023-07-20
b CITIGROUP IN P 2015-08-10 2023-07-20
c HF SINCLAIR COR P 2016-11-16 2023-07-20
d ASPS SECTOR DIVIDEND P 2016-04-20 2023-07-21
e MAIDEN HOLDINGS LTD P 2014-02-28 2023-07-21
FRONTIER COMMUN P 2021-05-04 2023-07-24
US TREASURY P 2022-12-05 2023-08-04
NEWMONT CORP P 2020-04-20 2023-08-09
WALT DISNEY P 2020-04-24 2023-08-15
US TREASURY P 2022-12-05 2023-10-30
APPLE INC P 2014-02-13 2023-11-17
BERKSHIRE HATHAWAY P 2020-04-16 2023-11-17
ISHARES CORE MSCI EAFE P 2018-12-27 2023-11-17
MASTERCARD INC P 2021-12-07 2023-11-17
MICROSOFT CORP P 2014-02-13 2023-11-17
PEPSICO INC P 2020-04-24 2023-11-17
ISHARES RUSSELL P 2016-12-08 2024-02-07
MERCK & CO. INC P 2021-07-07 2024-02-07
US BANCORP P 2020-04-24 2024-02-07
US TREASURY - MATURED P 2023-04-21 2024-05-15
PROGRESSIVE CO OHIO P 2020-04-24 2024-05-28
RTX CORP P 2021-07-07 2024-05-28
UNION PACIFIC CORP P 2020-04-16 2024-05-28
UNITEDHEALTH GROP INC P 2021-07-07 2024-05-28
VANGUARD DIVIDEND P 2016-04-20 2024-05-28
MEDTRONIC PLC P 2020-04-28 2024-06-11
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 22,384   25,451 -3,067
b 20,229   22,090 -1,861
c 24,767   25,012 -245
d 24,518   19,276 5,242
e 5,760   24,960 -19,200
1,244   1,711 -467
1,966   1,910 56
44,528   68,668 -24,140
26,523   30,514 -3,991
146,352   140,403 5,949
27,146   2,761 24,385
17,940   11,365 6,575
22,090   17,744 4,346
20,009   16,912 3,097
25,722   2,644 23,078
25,857   22,727 3,130
11,088   7,922 3,166
36,975   22,736 14,239
20,022   17,009 3,013
85,000   85,000 0
30,698   13,542 17,156
23,209   18,823 4,386
8,009   4,988 3,021
10,056   8,193 1,863
9,895   4,544 5,351
56,499   67,638 -11,139
639     639
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       -3,067
b       -1,861
c       -245
d       5,242
e       -19,200
      -467
      56
      -24,140
      -3,991
      5,949
      24,385
      6,575
      4,346
      3,097
      23,078
      3,130
      3,166
      14,239
      3,013
      0
      17,156
      4,386
      3,021
      1,863
      5,351
      -11,139
      639
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 64,582
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
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 1,544
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 1,544
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 1,544
6 Credits/Payments:
a 2023 estimated tax payments and 2022 overpayment credited to 2023 6a 680
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 680
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9 864
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10  
11 Enter the amount of line 10 to be: Credited to 2024 estimated taxright arrow   Refundedright arrow 11  
Form 990-PF (2023)
Form 990-PF (2023)
Page 4
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. right arrow$ 0(2) On foundation managers.right arrow$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$ 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:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrowVA
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 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
9
 
No
10
Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
and addresses. ...............................
10
 
No
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 addressright arrowN/A
14
The books are in care ofright arrowHERITAGE WEALTH ADVISORS Telephone no.right arrow (804) 643-4080

Located atright arrow919 EAST MAIN STREET SUITE 950RICHMONDVA ZIP+4right arrow23219
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........right arrow
and enter the amount of tax-exempt interest received or accrued during the year ........right arrow
15
 
16 At any time during calendar year 2023, did the foundation have an interest in or a signature or other authority over YesNo
a bank, securities, or other financial account in a foreign country? .................
16   No
See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow
Form 990-PF (2023)
Form 990-PF (2023)
Page 5
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required
File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
Yes
No
1a
During the year did the foundation (either directly or indirectly):
(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
 
No
(5) Transfer any income or assets to a disqualified person (or make any of either available
for the benefit or use of a disqualified person)? ......................
1a(5)
 
No
(6) Agree to pay money or property to a government official? (Exception. Check "No"
if the foundation agreed to make a grant to or to employ the official for a period
after termination of government service, if terminating within 90 days.) ...............
1a(6)
 
No
b
If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
1b
 
 
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
d
Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
that were not corrected before the first day of the tax year beginning in 2023? .............
1d
 
No
2
Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
a
At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2023?....................
2a
 
No
If "Yes," list the years right arrow20, 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.
right arrow20, 20, 20, 20
3a
Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
any time during the year? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 2023 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 2023.) .....................
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 2023? ..
4b
 
No
Form 990-PF (2023)
Form 990-PF (2023)
Page 6
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required (continued)
5a
During the year did the foundation pay or incur any amount to:
Yes
No
(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
 
No
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
 
No
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
b
If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
5b
 
 
c
Organizations relying on a current notice regarding disaster assistance check .........right arrow
d
If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
tax because it maintained expenditure responsibility for the grant? .................
5d
 
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d).
6a
Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
a personal benefit contract? .............................
6a
 
No
b
Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
6b
 
No
If "Yes" to 6b, file Form 8870.
7a
At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
7a
 
No
b
If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
7b
 
 
8
Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
excess parachute payment during the year? .........................
8
 
No
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors
1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
(a) Name and address (b) Title, and average
hours per week
devoted to position 		(c) Compensation
 (If not paid, enter
-0-) 		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
other allowances
FRANCES A LEWIS PRESIDENT / DIRECTOR
0.00 		0 0 0
2601 MONUMENT AVE
RICHMOND,VA23220
SUSAN L BUTLER VP / DIRECTOR
0.00 		0 0 0
1920 QUINCY STREET NW
WASHINGTON,DC20011
ANDREW M LEWIS SECRETARY / DIRECTOR
0.00 		0 0 0
512 LIBBIE AVE APT 7
RICHMOND,VA23226
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...................right arrow 0
Form 990-PF (2023)
Form 990-PF (2023)
Page 7
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)
3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
NONE
Total number of others receiving over $50,000 for professional services.............right arrow0
Part VIII-A
Summary of Direct Charitable Activities
List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
1 THE FOUNDATION MAKES GRANTS TO PUBLIC CHARITIES AND DOES NOT CARRY ON ANY DIRECT CHARITABLE ACTS ITSELF. 0
2  
3  
4  
Part VIII-B
Summary of Program-Related Investments (see instructions)
Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow0
Form 990-PF (2023)
Form 990-PF (2023)
Page 8
Part IX
Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
1
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
purposes:
a
Average monthly fair market value of securities...................
1a
2,301,394
b
Average of monthly cash balances.......................
1b
32,738
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
2,334,132
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
2,334,132
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
35,012
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
2,299,120
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
114,956
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
114,956
2a
Tax on investment income for 2022 from Part V, line 5.......
2a
1,544
b
Income tax for 2022. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
1,544
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
113,412
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
113,412
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 XII, line 1 ...
7
113,412
Part XI
Qualifying Distributions (see instructions)
1
Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
a
Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
1a
389,600
b
Program-related investments—total from Part VIII-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 XII, line 4. .......
4
389,600
Form 990-PF (2023)
Form 990-PF (2023)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2022 		(c)
2022 		(d)
2023
1 Distributable amount for 2023 from Part X, line 7 113,412
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only....... 0
b Total for prior years:20 , 20, 20 0
3 Excess distributions carryover, if any, to 2022:
a From 2018...... 193,168
b From 2019...... 206,674
c From 2020...... 166,555
d From 2021...... 209,620
e From 2022...... 235,436
f Total of lines 3a through e ........ 1,011,453
4Qualifying distributions for 2023 from Part
XI, line 4: right arrow$ 389,600
a Applied to 2022, but not more than line 2a 0
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 2023 distributable amount..... 113,412
e Remaining amount distributed out of corpus 276,188
5 Excess distributions carryover applied to 2023. 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 1,287,641
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 2022. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		0
f Undistributed income for 2023. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2024 .......... 		0
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
8 Excess distributions carryover from 2018 not
applied on line 5 or line 7 (see instructions) ... 		193,168
9 Excess distributions carryover to 2024.
Subtract lines 7 and 8 from line 6a ...... 		1,094,473
10 Analysis of line 9:
a Excess from 2019.... 206,674
b Excess from 2020.... 166,555
c Excess from 2021.... 209,620
d Excess from 2022.... 235,436
e Excess from 2023.... 276,188
Form 990-PF (2023)
Form 990-PF (2023)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-A, question 9)
1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2023, enter the date of the ruling ...... right arrow
 
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 IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2023 (b) 2022 (c) 2021 (d) 2020
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
line 4 for each year listed ..... 		         
d Amounts included in line 2c not used directly
for active conduct of exempt activities .......... 		         
e Qualifying distributions made directly
for active conduct of exempt activities.
Subtract line 2d from line 2c .... 		         
3 Complete 3a, b, or c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......          
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)		          
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed .. 		         
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) .... 		         
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii).... 		         
(3) Largest amount of support
from an exempt organization		          
(4) Gross investment income          
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
FRANCES A LEWIS
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 right arrow
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 (2023)
Form 990-PF (2023)
Page 11
Part XIV
Supplementary Information (continued)
3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient If recipient is an individual,
show any relationship to
any foundation manager
or substantial contributor
 Foundation
status of
recipient 		Purpose of grant or
contribution 		Amount
Name and address (home or business)
aPaid during the year

CHESAPEAKE BAY FOUNDATION

6 HERNDON AVENUE
ANNAPOLIS,MD21403 		NONE   OPERATING SUPPORT 5,000

CINDY NEUSCHWANDER SCHOLARSHIP FUND

309 WEST BROAD STREET
RICHMOND,VA23241 		NONE   OPERATING SUPPORT 5,000

DAILY PLANET HEALTH SERVICES

517 W GRACE STREET
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 5,000

FRIENDS ASSOCIATION FOR CHILDREN

1004 SAINT JOHN STREET
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 500

JEWISH COMMUNITY FEDERATION OF RICHMOND

5403 MONUMENT AVE
RICHMOND,VA23226 		NONE   OPERATING SUPPORT 68,500

THE STUDIO THEATRE

1501 14TH STREET NW
WASHINGTON,DC20005 		NONE   OPERATING SUPPORT 10,000

WEINSTEIN JEWISH COMMUNITY CENTER

5403 MONUMENT AVE
RICHMOND,VA23226 		NONE   OPERATING SUPPORT 20,000

FEED THE CHILDREN

333 N MERIDIAN AVENUE
OKLAHOMA CITY,OK731076507 		NONE   OPERATING SUPPORT 7,500

ST PATRICK'S CATHOLIC CHURCH

3716 GARDEN AVENUE
MIARMI BEACH,FL31140 		NONE   OPERATING SUPPORT 17,000

SUCESS IN LEARNING MATH CENTER

1301 CLARITY DRIVE APT 1317
CROFTON,MD21114 		NONE   OPERATING SUPPORT 10,000

UNITED NATIONS CHILDREN'S FUND

125 MAIDEN LANE 10TH FLOOR
NEW YORK,NY10038 		NONE   OPERATING SUPPORT 10,000

WASHINGTON AND LEE UNIVERSITY

204 W WASHINGTON ST
LEXINGTON,VA24450 		NONE   OPERATING SUPPORT 2,500

RICHMOND FOOD BANK

1415 RHOADMILLER STREET
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 4,500

RICHMOND SPCA

2519 HERMITAGE ROAD
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 7,500

VIRIGNIA MUSEUM OF FINE ARTS

200 N ARTHUR ASHE BOULEVARD
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 105,000

VISUAL ARTS OF RICHMOND

1812 WEST MAIN STREET
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 10,000

YOUTH LEARNING AS CITIZENS ENVIRONMENTAL SCIENTIST

PO BOX 42558
WASHINGTON,DC20015 		NONE   OPERATING SUPPORT 15,000

WOOLLY MAMMOTH THEATRE COMPANY

641 D STREET NW
WASHINGTON,DC20004 		NONE   OPERATING SUPPORT 10,000

COMMUNITY IDEA STATION

23 SESAME STREET
RICHMOND,VA23235 		NONE   OPERATIONAL SUPPORT 1,000

CONGREGATION BETH AHABAH

1121 WEST FRANKLIN STREET
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 10,000

FIREHOUSE THATRE

1609 W BROAD STREET
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 5,000

K DANCE

212 SLEEPY HOLLOW ROAD
RICHMOND,VA23229 		NONE   OPERATING SUPPORT 5,000

METROPOLITAN MUSEUM OF ART

1000 FIFTH AVENUE
NEW YORK,NY10028 		NONE   OPERATIONG SUPPORT 600

THE RICHMOND BALLET

407 EAST CANAL STREET
RICHMOND,VA23219 		NONE   OPERATING SUPPORT 5,000

UNITED WAY OF GREATER RICHMOND

7814 CAROUSEL LANE 400
RICHMOND,VA23294 		NONE   OPERATING SUPPORT 10,000

VIRGINIA REPERTORY THEATRE

114 WEST BROAD ST
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 12,000

VCU SCHOOL OF ARTS POLLACK SOCIETY

325 N HARRISON STREET
RICHMOND,VA23284 		NONE   OPERATING SUPPORT 1,000

BRANCH HOUSE

2501 MONUMENT AVENUE
RICHMOND,VA23220 		NONE   OPERATING SUPPORT 7,500

PROJECT INNOCENCE

40 WORTH STREET
NEW YORK,NY10013 		NONE   OPERATING SUPPORT 2,500

ISRAEL EMERGENCY FUND

5540 FALMOUTH ST 201
RICHMOND,VA23230 		NONE   OPERATING SUPPORT 10,000

HARRY YOUNG CHAIR AT VCU SCHOOL OF MEDICINE

1200 E MARSHALL STREET
RCIHMODN,VA23219 		NONE   OPERATING SUPPORT 2,000

CHRYSLER MUSEUM OF ART

1 MEMORIAL PL
NORFOLK,VA23510 		    OPERATIONAL SUPPORT 5,000
Total .................................right arrow 3a 389,600
bApproved for future payment
Total ................................. right arrow 3b 0
Form 990-PF (2023)
Form 990-PF (2023)
Page 12
Part XV-A
Analysis of Income-Producing Activities
Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
Related or exempt
function income
(See instructions.)
1Program service revenue: (a)
Business code 		(b)
Amount 		(c)
Exclusion code 		(d)
Amount
a
b
c
d
e
f
gFees and contracts from government agencies          
2 Membership dues and assessments ....          
3 Interest on savings and temporary cash
investments ........... 		         
4 Dividends and interest from securities ....     14 54,676  
5 Net rental income or (loss) from real estate:
aDebt-financed property......          
bNot debt-financed property.....          
6 Net rental income or (loss) from personal property          
7 Other investment income .....          
8 Gain or (loss) from sales of assets other than
inventory ............ 		    18 64,582  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
aFEDERAL TAX REFUND 		    14    
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 119,258 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
119,258
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow 		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2023)
Form 990-PF (2023)
Page 13
Part XVI
Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
1
Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
Yes
No
a
Transfers from the reporting foundation to a noncharitable exempt organization of:
(1) Cash...................................
1a(1)
 
No
(2) Other assets.................................
1a(2)
 
No
b
Other transactions:
(1) Sales of assets to a noncharitable exempt organization....................
1b(1)
 
No
(2) Purchases of assets from a noncharitable exempt organization..................
1b(2)
 
No
(3) Rental of facilities, equipment, or other assets.......................
1b(3)
 
No
(4) Reimbursement arrangements...........................
1b(4)
 
No
(5) Loans or loan guarantees.............................
1b(5)
 
No
(6) Performance of services or membership or fundraising solicitations................
1b(6)
 
No
c
Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
1c
 
No
d
If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
(a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
2a
Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
b
If "Yes," complete the following schedule.

(a) Name of organization (b) Type of organization (c) Description of relationship
Sign Here
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name SmallBullet
 Firm's EIN SmallBullet
Firm's address SmallBullet


 Phone no.
Form 990-PF (2023)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2023 AccountingFeesSchedule
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
TAX PREPARATION & CONSULTING 5,735 0   0

TY 2023 InvestmentsCorpStockSchedule
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
Name of Stock End of Year Book Value End of Year Fair Market Value
ALPHABET INC. CLASS C 14,759 62,363
APPLE COMPUTER INC 3,340 36,437
AUTO DATA PROCESSING 42,158 40,100
BERKSHIRE HATHAWAY CL B 23,909 52,070
BROOKFIELD CORPORATION 36,865 57,824
COMCAST CORP NEW CL A 59,059 56,234
CONOCOPHILLIPS 27,181 51,128
DUKE ENERGY NEW 33,502 32,875
HOME DEPOT INC 33,993 37,178
JOHNSON & JOHNSON 28,164 62,118
MASTERCARD INC 34,235 56,910
MC DONALDS CORP 26,195 23,190
MERCK & CO INC 37,479 59,795
MICROSOFT CORP 5,213 61,679
PEPSICO INCORPORATED 34,706 42,882
PNC FINL SERVICES GP INC 20,746 21,767
PROGRESSIVE CORP OHIO 17,615 44,450
RTX CORP 43,350 57,222
SPROTT PHYSICAL GOLD TRUST UNIT 118,342 144,588
UNION PACIFIC CORP 18,409 42,763
UNITEDHEALTH GROUP INC 44,078 66,713
WAL-MART STORES INC 6,041 20,313

TY 2023 InvestmentsGovtObligationsSch
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
US Government Securities - End of Year Book Value:

170,084
US Government Securities - End of Year Fair Market Value:

172,583
State & Local Government Securities - End of Year Book Value:


0
State & Local Government Securities - End of Year Fair Market Value:


0


TY 2023 InvestmentsOtherSchedule2
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
GMO RESOURCES I FMV 90,025 66,467
ISHARES CORE MSCI EAFE FMV 87,593 118,331
ISHARES CORE MSCI EMERGING MARKETS ETF FMV 54,556 57,973
ISHARES RUSSELL MIDCAP VALUE FMV 32,762 48,175
JOHNSON INSTITUTIONAL INTERMEDIATE BOND FMV 268,400 254,809
VANGUARD DIVIDEND APPRECIATION FMV 28,340 62,615
VANGUARD SHORT-TERM INFL-PROT SECS ETF FMV 250,502 252,554
SCHWAB US MONEY MARKET FMV 31,475 31,475

TY 2023 OtherExpensesSchedule
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
OTHER EXPENSES 77 0   0


TY 2023 OtherProfessionalFeesSchedule
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEES 8,157 8,157   0


TY 2023 TaxesSchedule
Name:
THE LEWIS AND BUTLER FOUNDATION
EIN:
54-6061170
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FEDERAL TAX PAYMENTS 6,626 0   0