TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

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

OMB No. 1545-0052

2013

Open to Public Inspection

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

Name of foundation
THE CHARLES C MATTHEWS FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 427 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
CARTHAGE, TX75633

A Employer identification number

75-2741045

B Telephone number (see instructions)

(903) 693-7837

C If exemption application is pending, check here bullet

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

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

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

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

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

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

$15,357,856J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	1,574		1,574	1,574
4	Dividends and interest from securities......	363,522		186,011	363,522
5a	Gross rents..............	1,042		1,042	1,042
b	Net rental income or (loss) 1,042
6a	Net gain or (loss) from sale of assets not on line 10		228,152
b	Gross sales price for all assets on line 6a 2,227,796
7	Capital gain net income (from Part IV, line 2)...			35,921
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).......		772,408	772,398	772,408
12	Total. Add lines 1 through 11........	1,366,698		996,946	1,138,546
13	Compensation of officers, directors, trustees, etc.	234,000		93,600
14	Other employee salaries and wages......	13,312
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		11,024
b	Accounting fees (attach schedule).......		6,500	6,500
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)		22,612	948
19	Depreciation (attach schedule) and depletion...		15,814
20	Occupancy..............	1,833		733
21	Travel, conferences, and meetings.......	2,055
22	Printing and publications..........
23	Other expenses (attach schedule).......		67,578	55,170
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	374,728		156,951		0
25	Contributions, gifts, grants paid........	361,750				361,750
26	Total expenses and disbursements. Add lines 24 and 25	736,478		156,951		361,750
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	630,220
b	Net investment income (if negative, enter -0-)			839,995
c	Adjusted net income (if negative, enter -0-)...				1,138,546

For Paperwork Reduction Act Notice, see instructions.

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

Form 990-PF (2013)

Page 2

Part II		Balance Sheets	Attached schedules and amounts in the description column should be for end-of-year amounts only. (See instructions.)	Beginning of year	End of year
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........		2,433,143	849,954	849,954
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........			17,000	17,000
	10a	Investments—U.S. and state government obligations (attach schedule)		2,119,347	1,844,565	1,901,515
	b	Investments—corporate stock (attach schedule)........		1,236,259	1,437,852	1,829,347
	c	Investments—corporate bonds (attach schedule)........		450,675	104,326	112,202
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		7,156,370	8,298,595	8,507,555
	14	Land, buildings, and equipment: basis 2,021,012
		Less: accumulated depreciation (attach schedule) 30,468		669,888	1,990,544	1,990,544
	15	Other assets (describe )			149,739	149,739
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		14,065,682	14,692,575	15,357,856
		17	Accounts payable and accrued expenses..........
18		Grants payable...................
19		Deferred revenue..................
20		Loans from officers, directors, trustees, and other disqualified persons
21		Mortgages and other notes payable (attach schedule)......
22		Other liabilities (describe )
23		Total liabilities (add lines 17 through 22)..........			0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........		14,065,682
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds			14,692,575
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		14,065,682	14,692,575
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		14,065,682	14,692,575

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	14,065,682
2	Enter amount from Part I, line 27a.....................	2	630,220
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	14,695,902
5	Decreases not included in line 2 (itemize)	5	3,327
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	14,692,575

Form 990-PF (2013)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
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	35,921
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

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

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

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2012	356,545	12,992,047	0.027443
2011	335,000	11,165,408	0.030003
2010	390,004	5,484,857	0.071106
2009	1,014	20,303	0.049943
2008	963	19,303	0.049889

2	Total of line 1, column (d) ......................	2	0.228384
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	0.045677
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	15,119,057
5	Multiply line 4 by line 3.......................	5	690,593
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	8,400
7	Add lines 5 and 6.........................	7	698,993
8	Enter qualifying distributions from Part XII, line 4..............	8	361,750
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2013)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	16,800
	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	16,800
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	16,800
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	17,000
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	17,000
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	200
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax200	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

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

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

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

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

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

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

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

Yes

Website address bullet

N/A

The books are in care of bullet

RAYMOND C SCHIEFFER PC CPA Telephone no. bullet

(903) 693-7837

Located at bullet

1146 W PANOLACARTHAGETX ZIP+4 bullet

75633

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

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

16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo

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

16 No

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

foreign country bullet

Form 990-PF (2013)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

that were not corrected before the first day of the tax year beginning in 2013?.............

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

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

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

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

If "Yes," list the years bullet

2012, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation

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

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

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

if the foundation had excess business holdings in 2013.)....................

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

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

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form 990-PF (2013)

Page 6

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
ROBERT M UNDERWOOD	TRUSTEE 2.00	39,000	0	0
PO BOX 1138 CARTHAGE,TX75633	TRUSTEE 2.00	39,000	0	0
RICHARD BALLENGER	TRUSTEE 2.00	39,000	0	0
1276 STATE HWY 149 CARTHAGE,TX75633	TRUSTEE 2.00	39,000	0	0
JOHN W CONWAY	TRUSTEE 2.00	39,000	0	0
508 WESTPARKN LANE CARTHAGE,TX75633	TRUSTEE 2.00	39,000	0	0
JIMMY D PAYNE	TRUSTEE 2.00	39,000	0	0
CR 304 CARTHAGE,TX75633	TRUSTEE 2.00	39,000	0	0
DAVID BUSH	TRUSTEE 2.00	39,000	0	0
665 CR 403 CARTHAGE,TX75633	TRUSTEE 2.00	39,000	0	0
VERMOYN D REEDER	TRUSTEE 2.00	39,000	0	0
110 CR 1081 CARTHAGE,TX75633	TRUSTEE 2.00	39,000	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 (2013)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

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

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

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

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

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

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

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

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

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

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

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

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

Part XI

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

and do not complete this part.)

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

755,953

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

16,800

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

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

16,800

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

739,153

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

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

739,153

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

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

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

739,153

Part XII

Qualifying Distributions (see instructions)

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

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

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

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

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

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

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

Form 990-PF (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7		739,153
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......	361,597
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......
b From 2009.......
c From 2010.......
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2013 from Part
XII, line 4: $ 361,750
a Applied to 2012, but not more than line 2a	361,597
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2013 distributable amount.....		153
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........		739,000
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....
c Excess from 2011....
d Excess from 2012....
e Excess from 2013....

Form 990-PF (2013)

Page 9

Part XIV

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

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2013, enter the date of the ruling....... bullet

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

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (2013)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
MISSION CARTHAGE INC 940 E SABINE CARTHAGE,TX75633	NONE	PBLC CHARITY	DONATION	33,000
BECKVILLE ISD FOUNDATION 1 BEARCAT DR BECKVILLE,TX75631	NONE	ED FDN	DONATION	38,500
CARTHAGE ATHLETIC DEPT 1 BULLDOG DR CARTHAGE,TX75633	NONE	PUB CHARITY	DONATION	5,000
CARTHAGE ISD FOUNDATION 1 BULLDOG DR CARTHAGE,TX75633	NONE	ED FDN	DONATION	137,500
FIRST UNITED METHODIST CHURCH 201 S SHELBY CARTHAGE,TX75633	NONE	RELIGIOUS	DONATION	33,000
GARY INDEPENDENT SCHOOL DISTRICT 132 BOBCAT TRAIL GARY,TX75643	NONE	EDUCATION	SCHOLARSHIPS	6,300
PANOLA COLLEGE 1109 W PANOLA CARTHAGE,TX75633	NONE	EDUCATION	ENDOWED SCHOLARSHIPS	55,000
NEW DESTINATIONS INC PO BOX 1515 CARTHAGE,TX75633	NONE	PUB CHARITY	DONATION	5,500
ST JUDE'S CHILDREN RESEARCH CENTER 501 ST JUDE PLACE MEMPHIS,TN38105	NONE	PUB CHARITY	DONATION	1,000
STILL WATER COWBOY CHURCH PO BOX 166 CARTHAGE,TX75633	NONE	RELIGIOUS	DONATION	11,000
CARTHAGE ROTARY CLUB PO BOX 653 CARTHAGE,TX75633	NONE	PUB CHARITY	DONATION	1,100
PANOLA CNTY HIST & GENELOGICAL SCTY 100 EAST SABINE CARTHAGE,TX75633	NONE	PUB CHARITY	DONATION	5,500
WELCOME HOME SOLDIERS 3828 DRIFTWOOD LANE TYLER,TX75701	NONE	PUB CHARITY	DONATION	1,500
AMERICAN RED CROSS 2025 E STREET NW WASHINGTON,DC20006	NONE	PUB CHARITY	DONATION	5,000
PANOLA COUNTY SHRINE CLUB 10027 STATE HWY 31 E TYLER,TX75705	NONE	PUB CHARITY	DONATION	5,000
PROJECT STRING POWER 1128 OAKWOOD DRIVE CARTHAGE,TX75633	NONE	PUB CHARITY	DONATION	2,500
NORTHSIDE CHRISTIAN ACADEMY 108 E ASH STREET CARTHAGE,TX75633	NONE	ED FDN	DONATION	2,500
LANGLEY CEMETERY HWY 149 EAST BECKVILLE,TX75631	NONE		DONATION	3,500
AGAINST ALL ODDS MINISTRIES INC 510 GARLAND ST CARTHAGE,TX75633	NONE		DONATION	500
FIRST TEE OF EAST TEXAS 504 W 32ND STREET TYLER,TX75702	NONE		DONATION	1,000
THE UNIVERSITY OF TEXAS AT AUSTIN 1800 MANOR ROAD AUSTIN,TX78722	NONE	EDUCATION	DONATION	250
SAMARITAN HOUSE 324 S SHELBY CARTHAGE,TX75633	NONE	CHARITY	DONATION	5,500
CISD -- PROJECT GRADUATION BULLDOG DR CARTHAGE,TX75633	NONE	EDUCATIONAL	DONATION	1,000
CARTHAGE ROTARY CLUB PO BOX 653 CARTHAGE,TX75633	NONE	CHARITY	DONATION	1,100
Total ................................. 3a				361,750

bApproved for future payment

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

Form 990-PF (2013)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	1,574
4 Dividends and interest from securities....			14	363,522
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....			16	1,042
6 Net rental income or (loss) from personal property .............
7 Other investment income.....
8 Gain or (loss) from sales of assets other than inventory .............		111	14	35,921	192,120
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aINV CLASS ACTION SUIT					10
bROYALTY INCOME - ANADARKO			15	123,619
cROYALTY INCOME - CHEVRON US			15	447,089
dOTHER INCOME - CHEVRON USA			15	872
eROYALTY INCOME - COMSTOCK			15	3,084
fROYALTY INCOME - EXXONMOBIL			15	1,099
gROYALTY INCOME - HARLETON O			15	64
hROYALTY INCOME - KABCO			15	2,365
iROYALTY INCOME - R LACY SVC			15	24,767
jROYALTY INCOME - SILVER OAK			15	62
kROYALTY INCOME - SAMSON LNS			15	25,260
lROYALTY INCOME - XTO			15	1,250
mKINDER MORGAN LP K-1 ROYALT			15	17
nKINDER MORGAN LP K-1 ORD LO			1	-2,568
oMARKWEST LP K-1 ORD LOSS			1	-6,133
pENTPRISE PP LP K-1 ORD LOSS			1	-1,985
qENERGY TRANSFER PTR K-1 LOS			1	-1,816
rBOARDWALK PIPELINE K-1 LOSS			1	-995
sJACKSON NATL LIFE INS 1099-			14	156,347
12 Subtotal. Add columns (b), (d), and (e)..		111		1,174,457	192,130

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

131,366,698

(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 (2013)

Page 12

Part XVII

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

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

Yes

organizations?

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If "Yes," complete the following schedule.

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

Sign Here

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

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

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2013 AccountingFeesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	6,500	6,500

- TIN:

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

TY 2013 AmortizationSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Description of Amortized Expenses	Date Acquired, Completed, or Expended	Amount Amortized	Deduction for Prior Years	Amortization Method	Current Year Amortization	Net Investment Income	Adjusted Net Income	Total Amount of Amortization
REFORESTATION	2011-12-31	43,524	6,220	7	6,220			12,440

- TIN:

TY 2013 CompensationExplanation

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Person Name	Explanation
ROBERT M UNDERWOOD
RICHARD BALLENGER
JOHN W CONWAY
JIMMY D PAYNE
DAVID BUSH
VERMOYN D REEDER

- TIN:

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TY 2013 DepreciationSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense
RANCH BUILDING	2010-04-28	42,530	2,317	S/L	39.0000	1,090
RANCH LAND -- 715.63 AC	2010-04-28	530,146
WATER WELL	2011-12-11	983	158	S/L	7.0000	141
SMITH RANCH HOUSE	2013-04-16	255,700		S/L	39.0000	3,278
BARNS	2013-04-16	75,000		S/L	10.0000	3,750
FENCING & GATES	2013-04-16	102,121		S/L	7.0000	7,294
PONDS -- CONSV EXP	2013-01-01	150,000			20.0000	261
J W SMITH LAND -- 432.197 AC	2013-04-16	971,008

- TIN:

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TY 2013 GainLossSaleOtherAssetsSch

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
HD VEST	2013-01	PURCHASE	2013-12	2,174,750	1,980,735	194,015
EDWARD JONES	2013-01	PURCHASE	2013-12	17,014	18,909	-1,895
LONG-TERM GAIN/LOSS FROM PASS-THROUGH ENTITY				111		111

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Name of Bond	End of Year Book Value	End of Year Fair Market Value
GECC INTERNOTE
GMAC SMARTNOTE 11-15-24
GMAC SMARTNOTE 1-15-25
MORGAN STANLEY STEPUP NOTE
BCM 1999 B-A2	20,798	21,940
BCM 1999 B-A3	33,528	39,882
MORGAN STANLEY 6% STOXX NOTE	50,000	50,380

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABS	22,078	28,753
ABBVIE INC	13,334	26,412
ACCUSPHERE INC
ALTRIA GROUP	12,424	19,195
AMERICAN ELECTRIC POWER	24,856	32,748
ANADARKO PETROLEUM	35,073	39,660
APPLE INC	39,986	36,466
APPLIED MATERIALS	15,873	20,343
AT&T	51,597	55,402
BEAM INC	8,630	15,314
BERKSHIRE HATHAWAY	27,034	35,568
BOARDWALK PIPELINE PTR LP	12,092	13,526
BOEING
BRISTOL-MYERS	38,075	58,465
CATERPILLAR	39,848	45,405
CHEVRONTEXACO	78,022	110,420
COCA COLA	34,052	41,310
COLUMBIA PPTY TRUST INC	56,020	41,300
CONOCOPHILLIPS	38,579	52,988
CORNING INC
DNP SELECT INCOME	18,422	18,846
DOW CHEMICAL
EMC CORP	11,723	12,575
ENERGY TRANSFER PARTNERS	17,537	28,625
ENTERPRISE PROD PTRS LP	14,569	40,112
EOG RESOURCES
EXXONMOBIL	71,541	96,174
FORD MOTOR CO	32,220	38,575
FORTUNE BRANDS HOME & SEC INC	2,400	10,283
FRANKLIN BANK CORP
GENERAL ELECTRIC	29,929	45,417
GILEAD SCIENCES
HOME DEPOT
INTEL	22,436	25,976
JP MORGAN CHASE	40,853	58,487
I SHARES SILVER TRUST	10,565	9,355
KRAFT FOODS GROUP	10,322	13,478
MARKWEST ENERGY PTRS	41,834	66,130
MEDTRONIC INC	9,999	12,624
MICROSOFT	14,317	18,367
MONDELEZ INTL (KRAFT SPINOFF)	11,101	17,657
ORACLE	46,257	69,399
PAYCHEX	7,974	11,382
PEPSICO	25,044	29,080
PHILLIPS 66 (CONOCO SPINOFF)
PIEDMONT OFFICE REALTY	49,226	49,560
PROCTOR & GAMBLE	55,028	70,338
ROYAL DUTCH SHELL PLC	54,700	60,626
RR DONNELLEY & SONS
SOUTHERN CO	34,810	41,110
SPDR DOW JONES	10,305	14,892
SPDR UTILITIES SELECT	24,987	27,149
SPDR GOLD TR GOLD SH	26,805	23,224
TOTAL SA
TRANSOCEAN LTD ZUG	17,457	14,826
UNITEDHEALTH GROUP	22,147	37,659
VODAFONE	25,132	36,755
WALMART	22,204	31,476
WASH MUTUTAL HOLDINGS	40	23
WELLS FARGO	15,398	22,285
ZIMMER HOLDINGS	17,997	27,957
ALLSTATE 6.75% - PREFERRED	25,000	25,650
ALLSTATE 6.625% - PREFERRED	50,000	50,000

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

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:

1,844,565

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

1,901,515

- TIN:

TY 2013 InvestmentsOtherSchedule2

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
BANK OF THE WEST	AT COST	250,007	278,525
BARCLAYS BANK 10-27-14	AT COST	49,190	50,160
BARCLAYS BANK 1-27-15	AT COST	145,770	157,635
BARCLAYS BANK 9-28-15	AT COST	50,007	48,310
HARRIS BANK	AT COST	255,456	262,575
HSBC BANK 10-31-13 ARQ7	AT COST
HSBC BANK 12-24-13 ATV4	AT COST
HSBC BANK 1-29-16 AY63	AT COST	54,076	49,060
HSBC BANK 9-29-16 GER6	AT COST	74,521	66,836
HSBC BANK 1-29-16 AY89	AT COST	54,020	48,570
HSBC BANK 11-25-20 GH6	AT COST	50,088	47,650
JP MORGAN CHASE BANK 10-31-18	AT COST	102,721	101,930
JP MORGAN CHASE BANK 1-30-19	AT COST	153,509	131,835
UNION BANK 7-5-17	AT COST	108,416	108,550
UNION BANK 2-2-18	AT COST	107,956	111,960
UNION BANK 10-28-16	AT COST	53,149	48,200
WELLS FARGO BANK 3-9-15	AT COST	106,896	98,500
WELLS FARGO BANK 6-7-17	AT COST	106,348	116,875
WEST BANK	AT COST	262,206	256,650
KINDER MORGAN PARTNERS	AT COST	11,560	20,165
WELLS REIT II PARTNERS	AT COST
JACKSON NATL -- PERSPECTIVE II	AT COST	906,347	892,073
NATIONWIDE -- DESTINATION	AT COST	629,598	865,870
INVESCO TAX FREE INTER A3	AT COST	112,960	115,290
INVESCO SELECT REAL ESTATE/A	AT COST	52,801	50,461
AM FUNDS AMCAP/A	AT COST	21,580	23,280
AM FUNDS - HIGH INCOME/A	AT COST	37,716	37,848
AM FUNDS - MUTUAL/A	AT COST	15,457	16,269
AM FUNDS - WASHINGTON/A	AT COST	15,521	16,400
AM FUNDS - CAPITAL INCOME BLDR/A	AT COST	28,099	32,504
AM FUNDS - GROWTH FD OF AMER/A	AT COST	54,829	68,621
AM FUNDS - NEW WORLD FUND/A	AT COST	21,267	24,797
AM FUNDS - NEW PERSPECTIVE FD/A	AT COST	48,094	56,077
AM FUNDS - NEW ECONOMY/A	AT COST	26,877	30,292
AM FUNDS - SM WORLD/A	AT COST	21,059	22,468
AM FUNDS - CAPITAL WLD G&I FD/A	AT COST	41,779	49,103
AM FUNDS - CAPITAL WLD BOND FD/A	AT COST	21,518	11,849
AM FUNDS - EUROPACIFIC GR FD/A	AT COST	31,155	37,975
COLUMBIA TAX EXEMPT/A	AT COST	112,015	107,089
DWS CORE EQUITY/A	AT COST	26,907	28,931
DWS GLOBAL SM CAP/A	AT COST	27,565	28,911
DWS FLOATING RATE PLUS/A	AT COST	15,288	15,273
DWS MANAGED MUNI BD/A	AT COST	76,040	69,115
DWS RREEF GLOBAL INFR FD/A	AT COST	126,899	155,613
DWS STRATEGIC HY TAX FREE FD/A	AT COST	54,125	44,363
FRANKLIN INSURED TAX FREE A&C	AT COST	555,617	509,039
FRANKLIN FLR RATE DLY/A	AT COST	151,833	151,782
FRANKLIN FED INTERM TAX FREE/A	AT COST	53,986	52,239
HARTFORD CAPITAL APP FD/A	AT COST	23,808	34,269
HARTFORD FLOATING RATE FD/A	AT COST	11,308	11,009
MFS EMERGING MARKET FD/A	AT COST	60,685	54,992
MFS MODERATE ALLOC/A	AT COST	10,112	10,364
MFS DIVERSIFIED INC/A	AT COST	35,674	25,655
MFS UTILITIES/A	AT COST	10,549	10,303
MFS GROWTH/A	AT COST	10,165	10,951
MFS CONSV ALLOC/A	AT COST	15,362	26,037
OPPENHEIMER INTL BOND FD/A	AT COST	82,177	77,308
OPPENHEIMER EQ INC/C	AT COST	11,584	11,152
OPPENHEIMER INTL SMALL CO/C	AT COST	10,634	13,414
OPPENHEIMER CAP INC/C	AT COST	10,214	10,447
OPPNHMR SR FLOAT RATE/C	AT COST	113,038	113,709
OPPNHMR EQ INC/A	AT COST	25,488	27,013
OPPNHMR SR FLOAT RATE/A	AT COST	120,965	121,541
OPPNHMR INTL SM CO/A	AT COST	25,202	29,161
OPPNHMR STEELPATH ALPHA/A	AT COST	9,854	10,532
ALLIANZ CONVERTIBLE/A	AT COST	12,700	12,355
ALLIANZ RCM GLBL WATER/A	AT COST	25,037	25,245
ALLIANZ RCM GLBL SMCAP/A	AT COST	12,500	12,394
OPPENHEIMER LTD TERM MUNI/A	AT COST
OPPENHEIMER LTD TERM MUNI/C	AT COST
PUTNAM AMT FREE INS/A	AT COST	352,046	231,886
PUTNAM GLOBAL INCOME FD/A	AT COST	210,641	217,376
PUTNAM MULTI CAP GROWTH (NEW OPP)	AT COST	50,140	58,526
PUTNAM EQ INC/A	AT COST	54,141	54,035
PUTNAM FLOATING INC/A	AT COST	202,749	203,278
PUTNAM CAP SPECTRUM/A	AT COST	25,525	27,408
STATE FARM SM MID CAL EQUITY/A	AT COST	17,476	17,506
STATE FARM 500 INDEX FUND/A	AT COST	68,644	89,283
STATE FARM BOND FUND/A	AT COST	97,546	95,842
STATE FARM INTL INDEX FD/A	AT COST	25,017	25,682
TEMPLETON GLOBAL BOND FD/A	AT COST	263,032	264,571
TEMPLETON GLBL TTL RET/A	AT COST	51,415	49,468
ADT 980 DOW 10 5-12-2014	AT COST	51,661	58,339
ADT 1073 HEALTH CARE 13-2	AT COST	50,099	51,653
ADT 1014 BRAND FAV 7-2014	AT COST	100,519	114,501
ADT 1092 HI 50 DIV 2013-4QTR	AT COST	50,147	51,668
ADT 1077 HI 50 3RDQTR 2013	AT COST	59,867	61,786
ADT 1124 PERONI GR 2014	AT COST	24,998	26,000
ADT 327 INSURED TE MUNI SER 2	AT COST	497,529	496,889
ADT 863 HI 50 DIVIDEND 2012-2Q	AT COST
ADT 886 BLUE CHIP 2012-2Q	AT COST	25,446	32,285
ADT 900 AGRI BUS 2012-2Q	AT COST	29,957	34,058
ADT 901 HI 50 DIVIDEND 2012-3Q	AT COST
ADT 954 HARTFORD GL DIV 2012-4Q	AT COST	52,706	58,957
FT INFLATION HEDGE OPP 7	AT COST
FT CAP STRENGTH SER 18	AT COST	17,410	21,189

- TIN:

TY 2013 LandEtcSchedule2

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
RANCH BUILDING	42,530	3,407	39,123	39,123
WATER WELL	983	299	684	684
REFORESTATION	43,524	12,440	31,084	31,084
SMITH RANCH HOUSE	255,700	3,278	252,422	252,422
FENCING & GATES	102,121	7,294	94,827	94,827
BARNS	75,000	3,750	71,250	71,250
RANCH LAND	530,146		530,146	530,146
J W SMITH LAND	971,008		971,008	971,008

- TIN:

TY 2013 LegalFeesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ATTORNEY FEES	11,024

- TIN:

TY 2013 OtherAssetsSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
PONDS		150,000	150,000
LESS CONSV EXP		-261	-261

- TIN:

TY 2013 OtherDecreasesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Description	Amount
FEDERAL INCOME TAX OVRPYMT FOR 2013	3,327

- TIN:

TY 2013 OtherExpensesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
BOARDWALK K-1 NON DEDUCTIBLE	3	3
BOARDWALK K-1 OTHER DEDUCTION	1	1
DUES & MEMBERSHIPS	37
ENERGY TRSFR PTRS K-1 INVTMT	62	62
ENERGY TRSFR PTRS K-1 NON DED	3	3
ENERGY TRSFR PTRS K-1 SEC 123	-60	-60
ENTERPRISE PP LP K-1 NON DEDU	2	2
ENTERPRISE PP LP K-1 SEC 1231	-18	-18
FORESTRY SERVICES	878
INVESTMENT FEES - ED JONES	10	10
KINDER MORGAN LP K-1 INTNG DR	174	174
KINDER MORGAN LP K-1 INVESTMT	15	15
KINDER MORGAN LP K-1 NON DEDU	3	3
KINDER MORGAN LP K-1 SEC 1231	32	32
MARKWEST LP K-1 NON DEDUCTBLE	4	4
MARKWEST LP K-1 SEC 1231 EXP	1	1
OFFICE SUPPLIES	110
POST OFFICE BOX RENTAL	58
REPAIRS & MAINTENANCE - RANCH	1,816
ROYALTY OTHER DEDUCTIONS	12,297	12,297
ROYALTY SEVERANCE TAX	42,641	42,641
SAFE DEPOSIT BOX RENTAL	65
SUPPLIES	3,224

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
INV CLASS ACTION SUIT	10		10
ROYALTY INCOME - ANADARKO	123,619	123,619	123,619
ROYALTY INCOME - CHEVRON USA	447,089	447,089	447,089
OTHER INCOME - CHEVRON USA	872	872	872
ROYALTY INCOME - COMSTOCK	3,084	3,084	3,084
ROYALTY INCOME - EXXONMOBIL	1,099	1,099	1,099
ROYALTY INCOME - HARLETON O&G	64	64	64
ROYALTY INCOME - KABCO	2,365	2,365	2,365
ROYALTY INCOME - R LACY SVCS	24,767	24,767	24,767
ROYALTY INCOME - SILVER OAK	62	62	62
ROYALTY INCOME - SAMSON LNSTR	25,260	25,260	25,260
ROYALTY INCOME - XTO	1,250	1,250	1,250
KINDER MORGAN LP K-1 ROYALTY	17	17	17
KINDER MORGAN LP K-1 ORD LOSS	-2,568	-2,568	-2,568
MARKWEST LP K-1 ORD LOSS	-6,133	-6,133	-6,133
ENTPRISE PP LP K-1 ORD LOSS	-1,985	-1,985	-1,985
ENERGY TRANSFER PTR K-1 LOSS	-1,816	-1,816	-1,816
BOARDWALK PIPELINE K-1 LOSS	-995	-995	-995
JACKSON NATL LIFE INS 1099-4	156,347	156,347	156,347

- TIN:

TY 2013 TaxesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN: 75-2741045

Category	Amount	Net Investment Income
PROPERTY TAXES - RANCH	4,352
PROPERTY TAXES - ROYALTY	17,312
FOREIGN TAX - HD VEST	946	946
FOREIGN TAX - K. MORGAN K-1	2	2