Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation 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 11-01-2013 , and ending 10-31-2014
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 or province, country, and ZIP or foreign postal code
ST LOUIS, MO63126
A Employer identification number

43-0666753
B Telephone number (see instructions)

(314) 894-8400
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$8,153,754J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 128,207 128,207  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 281,749
b Gross sales price for all assets on line 6a 986,708
7 Capital gain net income (from Part IV, line 2)... 281,749
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 12,913 12,584  
12 Total. Add lines 1 through 11........ 422,869 422,540  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 4,830 4,830    
b Accounting fees (attach schedule)....... Click to see attachment 7,750      
c Other professional fees (attach schedule).... Click to see attachment 30,687 30,687    
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 1,578 1,578    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 306,559 306,559    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 351,404 343,654   0
25 Contributions, gifts, grants paid........ 1,000 1,000
26 Total expenses and disbursements. Add lines 24 and 25 352,404 343,654   1,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 70,465
b Net investment income (if negative, enter -0-) 78,886
c Adjusted net income (if negative, enter -0-)...  
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
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 722,399 99,493 99,493
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule) 49,873 Click to see attachment49,873 51,380
b Investments—corporate stock (attach schedule)........ 3,808,700 Click to see attachment4,327,048 6,524,546
c Investments—corporate bonds (attach schedule)........ 349,762 Click to see attachment522,437 528,335
11 Investments—land, buildings, and equipment: basis bullet950,000
Less: accumulated depreciation (attach schedule) bullet   950,000 Click to see attachment950,000 950,000
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment23,179 Click to see attachment21,773  
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 5,903,913 5,970,624 8,153,754
Liabilities 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 bullet) Click to see attachment286,649 Click to see attachment286,649
23 Total liabilities (add lines 17 through 22).......... 290,403 286,649
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 5,149,579 5,220,044
25 Temporarily restricted................    
26 Permanently restricted................ 463,931 463,931
bullet
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).................... 5,613,510 5,683,975
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 5,903,913 5,970,624
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 5,613,510
2 Enter amount from Part I, line 27a..................... 2 70,465
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 5,683,975
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 5,683,975
Form 990-PF (2013)
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.)
1 a 2000SHS - ON ASSIGNMENT INC P 2013-10-11 2014-02-10
b 360SHS - EXXON P 2004-02-11 2014-09-04
c 300SHS - PANERA BREAD P 2013-11-21 2014-08-01
d 2000SHS - KINDER MORGAN INC P 2013-07-05 2014-06-02
e 1500SHS - RESMED INC P 2011-02-10 2014-07-09
500SHS - KNOWLES CORP P 2010-12-01 2014-06-17
700SHS - STANLEY BLACK & DECKER P 2011-02-10 2014-07-09
250SHS - NOW INC P 2012-12-20 2014-06-17
500SHS - STATE STREET CORP P 2009-03-23 2014-09-04
50000SHS - MEDTRONIC P 2009-03-11 2014-03-15
500 SHS - UNITED THERAPEUTICS P 2014-02-21 2014-08-01
.68SHS - VERITIV P 2014-06-02 2014-07-02
28SHS - VERITIV P 2014-06-02 2014-09-04
10000SHS - PFIZER P 2008-12-02 2013-12-16
500SHS - AFLAC P 2009-03-23 2014-06-17
1500SHS - AFLAC P 2009-03-23 2014-09-04
400SHS - AMPHENOL CORP P 2009-04-14 2014-02-21
4400SHS - BANK OF AMERICA P 2009-05-18 2014-06-02
.21SHS - ENBRIDGE ENERGY P 2004-03-29 2013-12-06
1640SHS - EXXON P 1999-03-17 2014-09-04
(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 59,705   65,680 -5,975
b 35,487   15,126 20,361
c 44,833   52,683 -7,850
d 67,356   76,591 -9,235
e 73,885   48,427 25,458
15,703   9,353 6,350
60,905   51,315 9,590
8,219   7,022 1,197
36,343   14,297 22,046
50,000   50,000  
44,820   51,740 -6,920
23   24 -1
1,272   975 297
100,651   99,775 876
31,456   10,282 21,174
91,971   30,845 61,126
35,305   11,972 23,333
67,112   51,472 15,640
    2 -2
161,662   57,378 104,284
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       -5,975
b       20,361
c       -7,850
d       -9,235
e       25,458
      6,350
      9,590
      1,197
      22,046
       
      -6,920
      -1
      297
      876
      21,174
      61,126
      23,333
      15,640
      -2
      104,284
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 281,749
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3 -29,684
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see 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   7,207,096  
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
2 Total of line 1, column (d) ...................... 2 0.934146
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 0.233537
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 7,898,448
5 Multiply line 4 by line 3....................... 5 1,844,580
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 789
7 Add lines 5 and 6......................... 7 1,845,369
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,000
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 1,578
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 1,578
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 1,578
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 3,000
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 3,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 1,422
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet1,422 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
 
d
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$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMO
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.GUIDESTAR.ORG
    14
    The books are in care ofbulletMADDOCK HENSON HABERSTROH PC Telephone no.bullet (314) 894-8400
    Located atbullet5353 SOUTH LINDBERGH STE 200ST LOUISMO ZIP+4bullet63126
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
     
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    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
    CAROL GASKINClick to see attachment DIRECTOR
    1.00     		0 0 0
    11 ST ANDREWS DR
    ST LOUIS,MO63124
    JANE BRYANClick to see attachment DIRECTOR
    1.00     		0 0 0
    200 S BRENTWOOD BLVD
    ST LOUIS,MO63105
    BETSY PHELANClick to see attachment DIRECTOR
    1.00     		0 0 0
    75 POINTER LANE
    ST LOUIS,MO63124
    STACEY MCKINNEYClick to see attachment DIRECTOR
    1.00     		0 0 0
    23 BROOKMILL LANE
    ST LOUIS,MO63017
    SUE MOOREClick to see attachment PRESIDENT
    1.00     		0 0 0
    7 LINDWORTH LANE
    ST LOUIS,MO63124
    SALLY LILLYClick to see attachment DIRECTOR
    1.00     		0 0 0
    230 S BRENTWOOD BLVD UNIT 17A
    ST LOUIS,MO63105
    MARY LOPINOTClick to see attachment DIRECTOR
    1.00     		0 0 0
    3917 FILMORE
    ST LOUIS,MO63116
    ANN MCCANDLESSClick to see attachment DIRECTOR
    1.00     		0 0 0
    750 S HANLEY ROAD UNIT 16
    ST LOUIS,MO63105
    DESSA MORROWClick to see attachment DIRECTOR
    1.00     		0 0 0
    13309 KINGS GLEN DR
    ST LOUIS,MO63131
    DAVID STREETTClick to see attachment TREASURER
    1.00     		0 0 0
    439 S KIRKWOOD RD STE 204
    KIRKWOOD,MO63122
    JOHN ROWEClick to see attachment DIRECTOR
    1.00     		0 0 0
    1630 DES PERES RD
    ST LOUIS,MO63131
    JIM FULLINWIDERClick to see attachment SECRETARY
    1.00     		0 0 0
    1815 CRITTENDEN ST
    ST LOUIS,MO63118
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    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)
    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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    394,922
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    1,578
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,578
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    393,344
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    393,344
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    393,344
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    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)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 393,344
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only.......  
    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....... 3,327,843
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 3,327,843
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,000
    a Applied to 2012, 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 2013 distributable amount..... 1,000
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2013. 392,344 392,344
    (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 2,935,499
    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 ..........     		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 2008 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		2,935,499
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010.... 2,935,499
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (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 section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number 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)
    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)
    aPaid during the year
    CHURCH OF ST MICHAEL & ST GEORGE
    6345 WYDOWN
    ST LOUIS,MO63105     		    MEAL PROGRAMS FOR THE AGED AND NEEDY 1,000
    Total .................................bullet 3a 1,000
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2013)
    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
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 128,207  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    14 281,749  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aSECURITIES LITIGATION SETTLEM     41 237  
    bFORFEITED EARNEST MONEY     41 12,500  
    cMISCELLANEOUS     41 92  
    dOTHER INVESTMENT INCOME     41 84  
    e
    12 Subtotal. Add columns (b), (d), and (e)..   422,869  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13422,869
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 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      

    TY 2013 CompensationExplanation
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Person Name Explanation
    CAROL GASKIN  
    JANE BRYAN  
    BETSY PHELAN  
    STACEY MCKINNEY  
    SUE MOORE  
    SALLY LILLY  
    MARY LOPINOT  
    ANN MCCANDLESS  
    DESSA MORROW  
    DAVID STREETT  
    JOHN ROWE  
    JIM FULLINWIDER  

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Name of Bond End of Year Book Value End of Year Fair Market Value
    50,000S MEDTRONIC INC    
    100,000S WYETH    
    100,000S GENERAL ELEC CAP CORP 99,638 101,504
    100,000S ORACLE CORP / OZARK HLDG 101,274 105,591
    4000S VANGUARD SHORT TERM BOND 321,525 321,240

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Name of Stock End of Year Book Value End of Year Fair Market Value
    .211S ENBRIDGE ENERGY MGMT    
    2,000S AFLAC INCORPORATED    
    1,500S STATE STREET CORP    
    1500S RESMED INC    
    700S STANLEY BLACK & DECKER INC    
    4,400S BANK OF AMERICA    
    2000S ON ASSIGNMENT INC    
    2,000S EXXON MOBIL    
    2000S KINDER MORGAN    
    1,600S AMPHENOL CORP 23,944 80,928
    1000S WELLS FARGO PREFERRED 25,577 25,960
    1500S MORGAN STANLEY INCOME SEC INC 25,822 26,580
    1200S DIRECT TV GROUP 28,385 104,148
    1000S STATE STREET 28,593 75,460
    100S GOOGLE INC GLASS C 35,732 55,908
    100S GOOGLE INC GLASS A 35,847 56,787
    3000S GLOBAL HIGH INCOME DOLLAR 38,195 29,040
    700S VF CORPORATION 41,792 189,504
    1,500S ACCENTURE LTD 47,046 121,680
    1000S DOVER CORP 47,433 79,440
    1,200S ILLINOIS TOOL WORKS 47,949 109,260
    1300S QUALCOMM, INCORPORATED 49,955 102,063
    1,200S AMETEK 50,017 140,805
    2,000S MORGAN STANLEY CP VII PFD 50,328 50,940
    2000S STATE STR CORP DEP PRFD SHS 50,480 48,820
    2000S MORGAN STANLEY 6.625 PFD 50,654 50,960
    2000S US BANCORP DEL DEPOSITORY 54,765 54,120
    1400S DISCOVER FINANCIAL SVCS 55,125 89,292
    1,000S HENRY SCHEIN, INC 55,578 120,030
    700S KANSAS CITY SOUTHERN 56,716 85,953
    1200S CELGENE CORP 58,232 128,508
    2000S NIKE 58,527 185,940
    600S MICHAEL KORS HOLDINGS 59,103 47,154
    2,000S THERMO FISHER SCIENTIFIC 60,688 235,140
    1000S EXPRESS SCRIPTS 60,787 76,820
    1000S LEAR CORPORATION 61,197 92,500
    1800S QUANTA SERVCIES 61,726 61,344
    1,000S UNITED TECHNOLOGIES CORP 62,149 107,000
    1,400S ECOLAB INC 62,230 155,722
    1000S NATIONAL OILWELL VARCO 62,444 72,640
    1000S HOME DEPOT 63,606 97,520
    1200S STARBUCKS 64,987 90,672
    2000S SKYWORKS SOLUTIONS 65,870 116,480
    1,500S CHEVRON CORP 66,475 179,925
    4000S GENERAL ELECTRIC COMPANY 66,489 103,240
    800S POLARIS INDS INC 67,611 120,688
    1500S JP MORGAN CHASE 68,109 90,720
    1500S INTERNATIONAL PAPER 69,581 75,930
    3,000S DANAHER CORP 70,431 241,200
    1500S METLIFE INC 72,994 81,360
    2000 REALTY INCOME CORP 73,742 92,060
    1000S MASTERCARD 76,386 83,750
    1000S MONSANTO CO 76,819 115,040
    2000S SPDR BARCLAYS HIGH YIELD 78,994 80,720
    2,400S CVS / CAREMARK CORP 80,941 205,944
    1000S GILEAD SCIENCES 81,467 112,000
    800S CONTINENTAL RESOURCES 89,503 90,192
    4000S WELLS FARGO 5.85% PREFERRED 102,030 103,840
    4000S GOLDMAN SCHS 6.2% NON-CUM PRF 102,398 99,800
    1000S BOEING CO 103,125 124,910
    4000S CITIGROUP 6.875% PREFERRED 106,713 107,040
    3000S ISHARES S&P US PREFERRED 116,332 119,250
    900S ACTAVIS INC 129,600 218,466
    1500S ISHARES BARCLAYS INTERMEDIATE 166,029 164,865
    1600S SCHLUMBERGER 176,074 157,856
    2600S ISHARES TR BARCLYS 1-3 YR 268,811 274,222
    3000S ISHARES BARCLAYS 1-3 YR 314,915 316,410

    TY 2013 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:


    51,380


    TY 2013 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   950,000 950,000

    TY 2013 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. 4,830 4,830    


    TY 2013 OtherAssetsSchedule
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    CEMETARY LOTS 1,260 1,260  
    UTILITY DEPOSITS 13,266 13,266  
    ACCRUED INTEREST 8,653 5,825  
    FEDERAL TAX DEPOSITS   1,422  


    TY 2013 OtherExpensesSchedule
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    SECURITY SERVICES 235,413 235,413    
    REPAIRS AND MAINTENANCE 11,310 11,310    
    UTILITIES 56,630 56,630    
    INSURANCE 3,144 3,144    
    MISCELLANEOUS 62 62    


    TY 2013 OtherIncomeSchedule2
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    SECURITIES LITIGATION SETTLEM 237    
    FORFEITED EARNEST MONEY 12,500 12,500  
    MISCELLANEOUS 92    
    OTHER INVESTMENT INCOME 84 84  


    TY 2013 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


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEE 30,687 30,687    


    TY 2013 TaxesSchedule
    Name:
    THE CHARLESS FOUNDATION
    EIN: 43-0666753
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX - 10/31/14 1,578 1,578