TY 2011 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2011

For calendar year 2011, or tax year beginning 11-01-2011 , and ending 10-31-2012

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
THE CHARLESS FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)5353 SOUTH LINDBERGHROOM/SUITE 200Room/suite

City or town, state, and ZIP code
ST LOUIS, MO63126

A Employer identification number

43-0666753

B Telephone number (see page 10 of the instructions)

(314) 894-8400

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

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

$5,903,885J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	153,814		153,814
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-23,211
b	Gross sales price for all assets on line 6a 873,209
7	Capital gain net income (from Part IV, line 2)...
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		664,354
12	Total. Add lines 1 through 11........	794,957		153,814
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		130
b	Accounting fees (attach schedule).......		7,020
c	Other professional fees (attach schedule)....		27,820	26,320
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		42,636
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	77,606		26,320	0
25	Contributions, gifts, grants paid........	180,000			180,000
26	Total expenses and disbursements. Add lines 24 and 25	257,606		26,320	180,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	537,351
b	Net investment income (if negative, enter -0-)			127,494
c	Adjusted net income (if negative, enter -0-)...

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2011)

Form 990-PF (2011)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	625,653	131,823	131,823
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	3,145,514	3,795,912	5,009,587
	c	Investments—corporate bonds (attach schedule)........	1,000,762	693,576	762,475
	11	Investments—land, buildings, and equipment: basis 950,000
		Less: accumulated depreciation (attach schedule)		950,000
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	1,260	25,878
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	4,773,189	5,597,189	5,903,885
	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 )		286,649
	23	Total liabilities (add lines 17 through 22)..........		286,649
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................	4,309,258	4,846,609
	25	Temporarily restricted................
	26	Permanently restricted................	463,931	463,931
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	4,773,189	5,310,540
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	4,773,189	5,597,189

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	4,773,189
2	Enter amount from Part I, line 27a.....................	2	537,351
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	5,310,540
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	5,310,540

Form 990-PF (2011)

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.)
1a
b
c
d
e

(e) Gross sales price		(f) Depreciation allowed (or allowable)	(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2
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 pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		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? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010	4,077,545	5,784,635	0.704892
2009	1,629,034	10,028,470	0.162441
2008	361,586	10,091,629	0.035830
2007	1,416,738	11,485,373	0.123352
2006	1,121,530	12,648,326	0.088670

2	Total of line 1, column (d) ......................	2	1.115185
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	0.223037
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	5,809,698
5	Multiply line 4 by line 3.......................	5	1,295,778
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,275
7	Add lines 5 and 6.........................	7	1,297,053
8	Enter qualifying distributions from Part XII, line 4..............	8	180,000
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2011)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	2,550
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	2,550
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	2,550
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	58
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	2,608
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax0	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

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

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

If “Yes,” attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....

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

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

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

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

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV..........................

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

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

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

Yes

Website address bullet

WWW.GUIDESTAR.ORG

The books are in care of bullet

MADDOCK HENSON HABERSTROH PC Telephone no. bullet

(314) 894-8400

Located at bullet

5353 SOUTH LINDBERGH STE 200ST LOUISMO ZIP+4 bullet

63126

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

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

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

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

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

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

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

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2011?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2011, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2011?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

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

20, 20, 20, 20

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

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

If “Yes,” did it have excess business holdings in 2011 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 2011.)....................

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

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

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

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

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

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

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

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

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

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

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

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

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

premiums on a personal benefit contract?....................YesNo

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

If “Yes” to 6b, file Form 8870.

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

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

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
CAROL GASKIN	DIRECTOR 1.00	0	0	0
11 ST ANDREWS DR ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
JANE BRYANT	DIRECTOR 1.00	0	0	0
200 S BRENTWOOD BLVD ST LOUIS,MO63105	DIRECTOR 1.00	0	0	0
BETSY PHELAN	DIRECTOR 1.00	0	0	0
75 POINTER LANE ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
MARION CLIFFORD	DIRECTOR 1.00	0	0	0
44 GRANADA WAY ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
MARION CLIFFORD	SECRETARY 1.00	0	0	0
44 GRANADA WAY ST LOUIS,MO63124	SECRETARY 1.00	0	0	0
SUE MOORE	DIRECTOR 1.00	0	0	0
7 LINDWORTH LANE ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
SALLY LILLY	VICE PRESIDE 1.00	0	0	0
230 S BRENTWOOD BLVD UNIT 17A ST LOUIS,MO63105	VICE PRESIDE 1.00	0	0	0
SALLY LILLY	DIRECTOR 1.00	0	0	0
230 S BRENTWOOD BLVD UNIT 17A ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
MARY LOPINOT	DIRECTOR 1.00	0	0	0
3917 FILMORE ST LOUIS,MO63116	DIRECTOR 1.00	0	0	0
ANN MCCANDLESS	DIRECTOR 1.00	0	0	0
750 S HANLEY ROAD UNIT 16 ST LOUIS,MO63105	DIRECTOR 1.00	0	0	0
ANN MCCANDLESS	PRESIDENT 1.00	0	0	0
750 S HANLEY ROAD UNIT 16 ST LOUIS,MO63105	PRESIDENT 1.00	0	0	0
DESSA MORROW	DIRECTOR 1.00	0	0	0
13309 KING GLEN DR ST LOUIS,MO63131	DIRECTOR 1.00	0	0	0
FRED PERABO	DIRECTOR 1.00	0	0	0
854 SHERILIN DR ST LOUIS,MO63122	DIRECTOR 1.00	0	0	0
JOHN ROWE	DIRECTOR 1.00	0	0	0
1630 DES PERES RD ST LOUIS,MO63131	DIRECTOR 1.00	0	0	0
JIM FULLINWIDER	DIRECTOR 1.00	0	0	0
1815 CRITTENDEN ST ST LOUIS,MO63118	DIRECTOR 1.00	0	0	0
JIM FULLINWIDER	TREASURER 1.00	0	0	0
1815 CRITTENDEN ST ST LOUIS,MO63118	TREASURER 1.00	0	0	0
DAVID STREET	DIRECTOR 1.00	0	0	0
1051 N HARRISON AVE ST LOUIS,MO63122	DIRECTOR 1.00	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the 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...................

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

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

purposes:

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

5,439,940

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

458,231

Fair market value of all other assets (see page 24 of the instructions)............

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

5,898,171

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

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

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

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

5,898,171

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ...........................

88,473

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

5,809,698

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

290,485

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

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

290,485

Tax on investment income for 2011 from Part VI, line 5......

2,550

Income tax for 2011. (This does not include the tax from Part VI.)...

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

2,550

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

287,935

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

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

287,935

Deduction from distributable amount (see page 25 of the instructions)...........

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

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

287,935

Part XII

Qualifying Distributions (see page 25 of the instructions)

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

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

180,000

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

180,000

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 page 26 of the instructions)............

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

180,000

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 (2011)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7			287,935
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2011:
a From 2006.......
b From 2007.......
c From 2008.......
d From 2009.......
e From 2010.......	3,789,920
fTotal of lines 3a through e.........		3,789,920
4Qualifying distributions for 2011 from Part
XII, line 4: $ 180,000
a Applied to 2010, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2011 distributable amount.....			180,000
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2011.		107,935	107,935
(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		3,681,985
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......		3,681,985
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....
d Excess from 2010....	3,681,985
e Excess from 2011....

Form 990-PF (2011)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the 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 2011, enter the date of the ruling....... bullet

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

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2011)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
BETHESDA HEALTH GROUP INC 1630 DES PERES ROAD ST LOUIS,MO63131	NONE	501(C)(3)	CHARITABLE	180,000
Total ................................. 3a				180,000

bApproved for future payment

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

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See page 28 of the instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....			14	153,814
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory					-23,211
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aSECURITIES LITIGATION SETTL			41	852
bMISCELLANEOUS			41	151
cRETURN OF GIFT TO BETHESDA
dHEALTH GROUP DATED 4/21/06
eNET OF INVESTMENT BY BETHES			34	663,351
12 Subtotal. Add columns (b), (d), and (e)..				818,168	-23,211

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

13794,957

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2011)

Page 12

Part XVII

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

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2011 AccountingFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
MADDOCK HENSON & HABERSTROH PC	7,020

- TIN:

TY 2011 CompensationExplanation

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Person Name	Explanation
CAROL GASKIN
JANE BRYANT
BETSY PHELAN
MARION CLIFFORD
MARION CLIFFORD
SUE MOORE
SALLY LILLY
SALLY LILLY
MARY LOPINOT
ANN MCCANDLESS
ANN MCCANDLESS
DESSA MORROW
FRED PERABO
JOHN ROWE
JIM FULLINWIDER
JIM FULLINWIDER
DAVID STREET

- TIN:

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

TY 2011 GainLossSaleOtherAssetsSch

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
1200 BOEING CO	2010-01	PURCHASE	2012-04	86,718	73,293	13,425
3000 EL PASO CORP	2006-07	PURCHASE	2012-02	81,893	46,840	35,053
236.2 GE INTERNATIONAL EQUITY	2011-12	PURCHASE	2012-05	2,216	2,194	22
9191.41 GE INTERNATIONAL EQUITY	2010-01	PURCHASE	2012-05	86,165	128,236	-42,071
2000 HEALTHCARE PROPERTY INV	2007-09	PURCHASE	2012-04	50,000	48,477	1,523
250000 HERSHEY COITTLE CAP	1997-09	PURCHASE	2012-08	250,000	257,178	-7,178
1000 JACOBS ENGINEERING	2009-03	PURCHASE	2012-05	36,174	39,056	-2,882
51.97 LAUDUS ROSENBERG INTL	2011-12	PURCHASE	2012-05	868	826	42
4681.14 LAUDUS ROSENBERG INTL	2010-01	PURCHASE	2012-05	78,175	112,901	-34,726
2000 ORACLE CORPORATION	2009-04	PURCHASE	2012-05	51,000	37,548	13,452
2000 VIACOM INC	2007-01	PURCHASE	2012-01	50,000	49,855	145
2000 WACHOVIA CAP TR IV	2007-02	PURCHASE	2012-04	50,000	50,008	-8
50000 GENERAL ELEC CAP CORP	2006-11	PURCHASE	2011-11	50,000	50,008	-8

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Name of Bond	End of Year Book Value	End of Year Fair Market Value
40M SBC COMMUNICATIONS 6.25
50M GEN ELEC 5.5% DUE 11-15-11
50,000S MEDTRONIC INC	50,167	52,646
50M BOEING CORP 6.1%
100M GENERAL ELEC CAP CORP	90,765	102,201
100M WYETH	98,374	106,359
100M GENERAL ELEC CAP CORP	98,831	108,944
100M AMERICAN EXPRESS	99,885	103,035
100M ORACLE CORP / OZARK HLDG	101,274	114,282
100M ABBOTT LABORATORIES	104,522	122,520
250M HERSHEY FOODS 6.95%
50,000S MICHIGAN FIN 4.75%	49,758	52,488

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Name of Stock	End of Year Book Value	End of Year Fair Market Value
2,000S ORACLE CORPORATION
1,000S JACOBS ENGINEERING GROUP
3,000S EL PASO CORP
2,000S HEALTH CARE PPTY INV PFD
2,000S VIACOM PFD
2,000S WACHOVIA CORP PFD
1200S BOEING COMPANY
4,681S SCHWAB CAP TR LAUNDS INTL
9191S GE INST'L FUNDS INT'L EQUITY
600S JP MORGAN CHASE & CO	13,950	15,732
1500S MORGAN STANLEY INCOME SEC INC	25,822	28,245
1055S HOSPITALITY PPTYS TR PFD	26,379	26,586
2,000S COACH, INC	27,870	56,050
1200S ADVANCE AUTO PARTS INC	32,677	56,752
1,200S AMPHENOL CORP	35,916	72,156
2,800S EMC CORPORATION	36,295	68,376
2,600S DIRECT TV GROUP	37,847	81,824
1800S KINDER MORGAN MGMT	39,867	134,502
3000S GLOBAL HIGH INCOME DOLLAR	40,119	38,220
2,000S AFLAC INCORPORATED	41,127	99,560
700S VF CORPORATION	41,792	109,536
1,500S STATE STREET CORP	42,890	66,855
1,500S ACCENTURE LTD	47,046	101,115
1,200S ILLINOIS TOOL WORKS	47,949	73,596
1500S RESMED INC	48,427	59,910
1300S QUALCOMM, INCORPORATED	49,955	76,193
1,200S AMETEK	50,017	95,985
2,000S MORGAN STANLEY CP VII PFD	50,328	50,020
2000S JPMORGAN CHASE CAP 6.35%	50,980	51,340
1,200S HARRIS CORP	51,008	54,936
600S ISHARES S&P MIDCAP 400 INDEX	51,047	58,764
2000S PEABODY ENERGY CORP	51,204	55,800
700S STANLEY BLACK & DECKER INC	51,315	48,510
4,400S BANK OF AMERICA	51,472	41,008
3000S ST JOE CO	52,656	59,400
1100S DARDEN RESTAURANTS	53,412	57,882
1,600S AMERICAN PUBLIC ED INC	54,530	58,288
2000S US BANCORP DEL DEPOSITORY	54,765	57,400
1,000S HENRY SCHEIN, INC	55,578	73,750
1,200S EXPEDITORS INT'L	56,372	43,932
700S KANSAS CITY SOUTHERN	56,716	56,322
1000S DOVER CORP	56,785	58,220
800S LAB CORP OF AM HOLDINGS	58,540	67,784
1000S STRYKER CORP	58,909	52,600
1000S SIGMA ALDRICH CORP	59,543	70,180
1000S EXPRESS SCRIPTS	60,787	61,545
1,000S UNITED TECHNOLOGIES CORP	62,149	78,160
1,400S ECOLAB INC	62,230	97,440
1,500S CHEVRON CORP	66,475	165,361
4000S GENERAL ELECTRIC COMPANY	66,489	84,240
1500S JP MORGAN CHASE	68,109	62,520
5,516S ENBRIDGE ENERGY MGMT	68,759	172,986
1,200S NIKE	70,232	109,656
3,000S DANAHER CORP	70,431	155,190
1000S YUML BRANDS INC	71,001	70,110
2,000S EXXON MOBIL	72,504	182,340
2,400S THERMO FISHER SCIENTIFIC	72,826	146,544
1000S MONSANTO CO	76,819	86,070
2000S SPDR BARCLAYS HIGH YIELD	78,994	80,680
2,400S CVS / CAREMARK CORP	80,942	111,360
1000S DEERE & COMPANY	83,418	85,440
1000S HESS CORP	86,957	52,260
4000S WELLS FARGO CAP VII GLD TR	102,290	102,600
3000S ISHARES S&P US PREFERRED	116,332	120,180
1500S ISHARES BARCLAYS INTERMEDIATE	166,029	167,940
3000S ISHARES TR BARCLYS 1-3 YR	216,119	222,203
3000S ISHARES BARCLAYS 1-3 YR	314,915	317,433

- TIN:

TY 2011 InvestmentsLandSchedule2

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category/ Item	Cost/Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
4431 SOUTH BROADWAY	950,000		950,000

- TIN:

TY 2011 LegalFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEWIS RICE & FINGERSH, L.C.	130

- TIN:

TY 2011 OtherAssetsSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Description	Beginning of Year - Book Value	End of Year - Book Value
CEMETARY LOTS	1,260	1,260
UTILITY DEPOSITS		13,266
ACCRUED INTEREST		11,352

- TIN:

TY 2011 OtherExpensesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXPENSES
MISCELLANEOUS INCOME	25
SECURITY SERVICES	30,136
REPAIRS AND MAINTENANCE	725
UTILITIES	7,439
INSURANCE	4,311

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
SECURITIES LITIGATION SETTLEM	852
MISCELLANEOUS	151
NET OF INVESTMENT BY BETHESDA	663,351

- TIN:

TY 2011 OtherLiabilitiesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Description	Beginning of Year - Book Value	End of Year - Book Value
DUE TO BETHESDA HEALTH GROUP		286,649

- TIN:

TY 2011 OtherProfessionalFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEE	26,320	26,320
APPRAISER FEE	1,500