TY 2012 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

2012

Open to Public Inspection

For calendar year 2012, or tax year beginning 11-01-2012 , and ending 10-31-2013

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 instructions)

(314) 894-8400

C If exemption application is pending, check here bullet

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

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

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

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

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

$6,783,478J 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 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......	132,400		132,400
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		436,455
b	Gross sales price for all assets on line 6a 2,198,920
7	Capital gain net income (from Part IV, line 2)...			436,455
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).......		199
12	Total. Add lines 1 through 11........	569,054		568,855
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		3,205	3,205
b	Accounting fees (attach schedule).......		7,750
c	Other professional fees (attach schedule)....		28,397	28,397
17	Interest...............
18	Taxes (attach schedule) (see instructions)		10,454	10,454
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		216,278	216,169
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	266,084		258,225	0
25	Contributions, gifts, grants paid........	0			0
26	Total expenses and disbursements. Add lines 24 and 25	266,084		258,225	0
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	302,970
b	Net investment income (if negative, enter -0-)			310,630
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2012)

Form 990-PF (2012)

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..........	131,823	722,399	722,399
	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)		49,873	49,746
	b	Investments—corporate stock (attach schedule)........	3,795,912	3,808,700	5,643,667
	c	Investments—corporate bonds (attach schedule)........	693,576	349,762	367,666
	11	Investments—land, buildings, and equipment: basis 950,000
		Less: accumulated depreciation (attach schedule)	950,000	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 )	25,878	23,179
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	5,597,189	5,903,913	6,783,478
	17	Accounts payable and accrued expenses..........		3,754
	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	286,649
	23	Total liabilities (add lines 17 through 22)..........	286,649	290,403
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................	4,846,609	5,149,579
	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)....................	5,310,540	5,613,510
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	5,597,189	5,903,913

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	5,310,540
2	Enter amount from Part I, line 27a.....................	2	302,970
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	5,613,510
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	5,613,510

Form 990-PF (2012)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	1055SHS HOSP PPTY TR 7% SR C	P	2007-02-16	2013-07-01
b	100,000SHS GE CAP CORP MTN 4.80%	P	2008-11-03	2013-05-01
c	2000SHS WELLS FARGO CAP VII PRFD	P	2012-09-14	2013-02-04
d	600SHS JP MORGAN CHASE PFD	P	2009-01-27	2013-09-01
e	1200SHS HARRIS CORP	P	2006-11-17	2012-11-15
	1000SHS YUM BRANDS	P	2012-03-26	2013-01-14
	100,000SHS ABBOTT LABORATORIES	P	2008-12-05	2012-12-10
	1000SHS HESS CORP	P	2011-04-01	2012-12-20
	900SHS ACTAVIS INC	P	2013-03-05	2013-10-01
	600SHS ISHARES S&P MIDCAP 400 INDEX	P	2007-03-21	2013-06-24
	800SHS ADVANCED AUTO PARTS	P	2009-12-17	2013-01-14
	2000SHS JPMORGAN CHASE CAP 6.35%	P	2012-02-10	2013-05-08
	100,000SHS AMEX 4.875%	P	2008-03-27	2013-07-15
	1886.49SHS KINDER MORGAN MGMT	P	2004-03-29	2013-07-05
	1600SHS APEI	P	2009-08-14	2013-06-06
	800SHS LABORATORY CORP OF AMERICA	P	2007-12-06	2013-06-24
	1000SHS CATERPILLAR	P	2013-05-21	2013-09-30
	400SHS NIKE	P	2007-09-19	2013-06-06
	1000SHS COACH INC	P	2008-08-06	2013-08-16
	2000SHS PEABODY ENERGY	P	2012-09-14	2012-11-15
	1100SHS DARDEN RESTAURANTS	P	2011-08-30	2013-01-14
	1000SHS SIGMA ALDRICH	P	2011-09-13	2013-04-16
	1000SHS DEER & CO	P	2012-02-17	2013-05-24
	3000SHS ST JOE CO	P	2012-04-11	2013-06-06
	400SHS DIRECTV INC	P	2009-06-19	2013-06-06
	1000SHS STRYKER CORP	P	2011-06-14	2013-03-05
	2800SHS EMC CORP	P	2009-04-14	2013-04-16
	400SHS THERMO FISHER SCIENTIFIC	P	2005-01-11	2013-06-24
	5816SHS ENBRIDGE ENERGY MGMT	P	2004-03-29	2013-06-27
	1000SHS TRIUMPH GROUP	P	2013-06-27	2013-09-20
	1200SHS EXPEDITORS INTL WASH	P	2006-11-17	2012-11-15
	2000SHS WELLS FARGO CAP VII PRFD	P	2012-02-10	2013-02-04

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	26,375	26,379	-4
b	100,000	90,765	9,235
c	50,000	51,610	-1,610
d	15,000	13,950	1,050
e	55,779	51,008	4,771
	66,433	71,001	-4,568
	123,017	104,522	18,495
	53,391	86,957	-33,566
	129,600	77,891	51,709
	67,033	51,047	15,986
	57,845	32,677	25,168
	50,000	50,980	-980
	100,000	99,989	11
	157,910	39,986	117,924
	61,005	54,530	6,475
	79,675	58,540	21,135
	83,383	88,406	-5,023
	24,768	11,705	13,063
	51,874	27,870	24,004
	50,309	51,204	-895
	49,108	53,412	-4,304
	75,494	59,543	15,951
	86,052	83,418	2,634
	59,281	52,656	6,625
	24,643	9,462	15,181
	66,106	58,909	7,197
	64,168	36,295	27,873
	32,761	12,138	20,623
	174,599	68,769	105,830
	69,939	79,794	-9,855
	43,372	56,372	-13,000
	50,000	50,680	-680

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			-4
b			9,235
c			-1,610
d			1,050
e			4,771
			-4,568
			18,495
			-33,566
			51,709
			15,986
			25,168
			-980
			11
			117,924
			6,475
			21,135
			-5,023
			13,063
			24,004
			-895
			-4,304
			15,951
			2,634
			6,625
			15,181
			7,197
			27,873
			20,623
			105,830
			-9,855
			-13,000
			-680

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	436,455
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3	29,078

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))
2011	180,000	5,809,698	0.030983
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

2	Total of line 1, column (d) ......................	2	1.057498
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	0.211500
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	7,207,096
5	Multiply line 4 by line 3.......................	5	1,524,301
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	3,106
7	Add lines 5 and 6.........................	7	1,527,407
8	Enter qualifying distributions from Part XII, line 4..............	8	0
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2012)

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	6,213
	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	6,213
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	6,213
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	2,550
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	2,550
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	7
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	3,670
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 2013 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?

If “Yes,” complete Part XIV.............................

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

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

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

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

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

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 2012, did the foundation have an interest in or a signature or other authority over

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

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

Form 990-PF (2012)

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 2012?.............

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 2012, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2012?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If “Yes,” did it have excess business holdings in 2012 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2012.)....................

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 2012?

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

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

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

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

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

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

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

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

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

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

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

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

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

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

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

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

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

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

If “Yes” to 6b, file Form 8870.

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

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

Form 990-PF (2012)

Page 6

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
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	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
MARY LOPINOT	DIRECTOR 1.00	0	0	0
3917 FILMORE ST LOUIS,MO63116	DIRECTOR 1.00	0	0	0
ANN MCCANDLESS	PRESIDENT 5.00	0	0	0
750 S HANLEY ROAD UNIT 16 ST LOUIS,MO63105	PRESIDENT 5.00	0	0	0
DESSA MORROW	DIRECTOR 1.00	0	0	0
13309 KINGS 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	TREASURER 1.00	0	0	0
1815 CRITTENDEN ST ST LOUIS,MO63118	TREASURER 1.00	0	0	0
DAVID STREETT	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 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 instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

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

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

Form 990-PF (2012)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

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

5,894,164

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

472,685

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

950,000

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

7,316,849

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.........................

7,316,849

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

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

109,753

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

7,207,096

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

360,355

Part XI

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

and do not complete this part.)

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

360,355

Tax on investment income for 2012 from Part VI, line 5......

6,213

Income tax for 2012. (This does not include the tax from Part VI.)...

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

6,213

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

354,142

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

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

354,142

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

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

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

354,142

Part XII

Qualifying Distributions (see instructions)

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

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

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

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

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2012)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7			354,142
2 Undistributed income, if any, as of the end of 2012:
a Enter amount for 2011 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2012:
a From 2007.......
b From 2008.......
c From 2009.......
d From 2010.......	3,681,985
e From 2011.......
fTotal of lines 3a through e.........		3,681,985
4Qualifying distributions for 2012 from Part
XII, line 4: $
a Applied to 2011, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2012 distributable amount.....
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2012.		354,142	354,142
(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		3,327,843
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2011. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2012. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2013 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......		3,327,843
10 Analysis of line 9:
a Excess from 2008....
b Excess from 2009....
c Excess from 2010....	3,327,843
d Excess from 2011....
e Excess from 2012....

Form 990-PF (2012)

Page 9

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2012, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in 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) 2012	(b) 2011	(c) 2010	(d) 2009	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (2012)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year

Total ................................. 3a

bApproved for future payment

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

Form 990-PF (2012)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....			14	132,400
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory			18	436,455
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aSECURITIES LITIGATION SETTLEM			41	128
bMISCELLANEOUS			41	71
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				569,054

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

13569,054

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2012)

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

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

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

Form 990-PF (2012)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2012 AccountingFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
MADDOCK HENSON & HABERSTROH PC	7,750

- TIN:

TY 2012 CompensationExplanation

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

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

- TIN:

TY 2012 InvestmentsCorpBondsSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Name of Bond	End of Year Book Value	End of Year Fair Market Value
50,000S MICHIGAN FIN 4.75%
50,000S MEDTRONIC INC	50,167	50,740
100,000S GENERAL ELEC CAP CORP
100,000S WYETH	98,683	101,304
100,000S GENERAL ELEC CAP CORP	99,638	105,712
100,000S AMERICAN EXPRESS
100,000S ORACLE CORP / OZARK HLDG	101,274	109,910
100,000S ABBOTT LABORATORIES

- TIN:

TY 2012 InvestmentsCorpStockSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Name of Stock	End of Year Book Value	End of Year Fair Market Value
600S JP MORGAN CHASE & CO
1500S MORGAN STANLEY INCOME SEC INC	25,822	25,200
1055S HOSPITALITY PPTYS TR PFD
2,000S COACH, INC
1200S ADVANCE AUTO PARTS INC
1,200S AMPHENOL CORP	35,916	96,348
2,800S EMC CORPORATION
1200S DIRECT TV GROUP	28,385	74,988
1800S KINDER MORGAN MGMT
3000S GLOBAL HIGH INCOME DOLLAR	40,119	31,470
2,000S AFLAC INCORPORATED	41,127	129,960
700S VF CORPORATION	41,792	150,500
1,500S STATE STREET CORP	42,890	105,105
1,500S ACCENTURE LTD	47,046	110,250
1,200S ILLINOIS TOOL WORKS	47,949	94,548
1500S RESMED INC	48,427	77,610
1300S QUALCOMM, INCORPORATED	49,955	90,337
1,200S AMETEK	50,017	129,141
2,000S MORGAN STANLEY CP VII PFD	50,328	49,220
2000S JPMORGAN CHASE CAP 6.35%
1,200S HARRIS CORP
600S ISHARES S&P MIDCAP 400 INDEX
2000S PEABODY ENERGY CORP
700S STANLEY BLACK & DECKER INC	51,315	55,363
4,400S BANK OF AMERICA	51,472	61,468
3000S ST JOE CO
1100S DARDEN RESTAURANTS
1,600S AMERICAN PUBLIC ED INC
2000S US BANCORP DEL DEPOSITORY	54,765	54,260
1,000S HENRY SCHEIN, INC	55,578	112,430
1,200S EXPEDITORS INT'L
700S KANSAS CITY SOUTHERN	56,716	85,064
1000S DOVER CORP	56,785	91,790
800S LAB CORP OF AM HOLDINGS
1000S STRYKER CORP
1000S SIGMA ALDRICH CORP
1000S EXPRESS SCRIPTS	60,787	62,520
1,000S UNITED TECHNOLOGIES CORP	62,149	106,250
1,400S ECOLAB INC	62,230	148,400
1,500S CHEVRON CORP	66,475	179,940
4000S GENERAL ELECTRIC COMPANY	66,489	104,560
1500S JP MORGAN CHASE	68,109	77,310
.211S ENBRIDGE ENERGY MGMT	2	6
2000S NIKE	58,527	151,520
3,000S DANAHER CORP	70,431	216,270
1000S YUML BRANDS INC
2,000S EXXON MOBIL	72,504	179,240
2,000S THERMO FISHER SCIENTIFIC	60,688	195,560
1000S MONSANTO CO	76,819	104,880
2000S SPDR BARCLAYS HIGH YIELD	78,994	81,260
2,400S CVS / CAREMARK CORP	80,941	149,424
1000S DEERE & COMPANY
1000S HESS CORP
4000S WELLS FARGO CAP VII GLD TR
3000S ISHARES S&P US PREFERRED	116,332	114,600
1500S ISHARES BARCLAYS INTERMEDIATE	166,029	163,395
2400S ISHARES TR BARCLYS 1-3 YR	247,701	253,044
3000S ISHARES BARCLAYS 1-3 YR	314,915	316,305
2000S STATE STR CORP DEP PRFD SHS	50,480	43,440
4000S GOLDMAN SCHS 6.2% NON-CUM PRF	102,398	97,520
800S CONTINENTAL RESOURCES	89,503	91,120
2000S KINDER MORGAN	76,591	70,620
1000S NATIONAL OILWELL VARCO	69,466	81,180
1000S BOEING CO	103,125	130,500
2000S ON ASSIGNMENT INC	65,680	67,580
100S GOOGLE INC	71,579	103,058
1400S DISCOVER FINANCIAL SVCS	55,125	72,632
1500S METLIFE INC	72,994	70,965
1000S HOME DEPOT	63,606	77,890
1000S LEAR CORPORATION	61,197	77,390
800S POLARIS INDS INC	67,611	104,760
1200S STARBUCKS	64,987	97,260
900S ACTAVIS INC	129,600	139,122
600S CELGENE CORP	58,232	89,094

- TIN:

TY 2012 InvestmentsGovtObligationsSch

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

US Government Securities - End of Year Book Value:

US Government Securities - End of Year Fair Market Value:

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

49,873

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

49,746

- TIN:

TY 2012 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 2012 LegalFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
PASTER, WEST, & KRANER, P.C.	3,205	3,205

- TIN:

TY 2012 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	13,266
ACCRUED INTEREST	11,352	8,653

- TIN:

TY 2012 OtherExpensesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
SECURITY SERVICES	164,438	164,438
REPAIRS AND MAINTENANCE	1,803	1,803
UTILITIES	44,436	44,436
INSURANCE	5,492	5,492
PENALTIES - 10/31/11	44
PENALTIES - 10/31/12	58
PENALTIES - 10/31/13	7

- TIN:

TY 2012 OtherIncomeSchedule2

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
SECURITIES LITIGATION SETTLEM	128
MISCELLANEOUS	71

- TIN:

TY 2012 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	286,649

- TIN:

TY 2012 OtherProfessionalFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEE	28,397	28,397

- TIN:

TY 2012 TaxesSchedule

Name:

THE CHARLESS FOUNDATION

EIN: 43-0666753

Category	Amount	Net Investment Income
EXCISE TAX - 10/31/12	2,550	2,550
EXCISE TAX - 10/31/11	1,607	1,607
EXCISE TAX - 10/31/13	6,297	6,297