TY 2015 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.
bullet

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

OMB No. 1545-0052

2015

Open to Public Inspection

For calendar year 2015, or tax year beginning 11-01-2015 , and ending 10-31-2016

Name of foundation
THE CHARLESS FOUNDATION

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

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

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

$8,559,282J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check Sch. B .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	160,719		160,719
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		288,105
b	Gross sales price for all assets on line 6a 3,035,999
7	Capital gain net income (from Part IV, line 2)...			288,105
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	448,824		448,824
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		208	208
b	Accounting fees (attach schedule).......		6,500
c	Other professional fees (attach schedule)....		37,394	37,394
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		10,094	10,094
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		65,887	63,423
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	120,083		111,119	0
25	Contributions, gifts, grants paid.......	0			0
26	Total expenses and disbursements. Add lines 24 and 25	120,083		111,119	0
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	328,741
b	Net investment income (if negative, enter -0-)			337,705
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2015)

Form 990-PF (2015)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	686,562	258,641	258,641
	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..........
	10a	Investments—U.S. and state government obligations (attach schedule)	49,873
	b	Investments—corporate stock (attach schedule).......	3,248,478	5,069,616	6,973,200
	c	Investments—corporate bonds (attach schedule).......	1,198,377	1,307,461	1,317,700
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)	950,000
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	20,077	9,741	9,741
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	6,153,367	6,645,459	8,559,282
	17	Accounts payable and accrued expenses..........
	18	Grants payable..................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )	286,649
	23	Total liabilities (add lines 17 through 22).........	286,649	0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted..................	5,402,787	6,181,528
	25	Temporarily restricted...............
	26	Permanently restricted...............	463,931	463,931
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see instructions).....	5,866,718	6,645,459
	31	Total liabilities and net assets/fund balances (see instructions).	6,153,367	6,645,459

Part III

Analysis of Changes in Net Assets or Fund Balances

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) ...............

5,866,718

Enter amount from Part I, line 27a .....................

328,741

Other increases not included in line 2 (itemize) bullet

450,000

Add lines 1, 2, and 3 ..........................

6,645,459

Decreases not included in line 2 (itemize) bullet

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .

6,645,459

Form 990-PF (2015)

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	SALE OF BUILDING - 4431 S BROADWAY	P	2012-10-31	2015-12-23
b	100SHS MICHAEL KORS	P	2014-02-13	2015-11-27
c	3200SHS BANK OF AMERICA PFD	P	2015-11-27	2016-10-11
d	1000SHS POLARIS INDS INC	P	2016-03-09	2015-05-11
e	1200SHS BANK OF AMERICA PFD	P	2015-03-20	2016-10-11
	800SHS POLARIS INDS INC	P	2012-12-20	2015-01-11
	50000SHSMICHIGAN FINANCIAL AUTHORITY	P	2011-02-23	2015-11-01
	2000SHS REALTY INCOME CORP	P	2013-12-06	2016-08-02
	3000SHS ARES MGMT 7% PFD	P	2016-06-08	2015-07-13
	2000SHS SKYWORKS SOLUTIONS	P	2014-02-21	2016-03-31
	100000SHS ORACLE CORP/OZARK HOLDING	P	2008-03-28	2015-01-15
	800SHS APPLE INC	P	2015-02-12	2015-05-11
	1000SHS BOEING	P	2013-06-27	2015-10-07
	1600SHS CONTINENTAL RESOURCES	P	2013-10-11	2015-08-25
	1000SHS EXPRESS SCRIPTS	P	2012-08-16	2015-02-09
	1000SHS FORTIVE CORP	P	2004-05-28	2015-07-14
	700SHS KANSAS CITY SOUTHERN	P	2012-10-26	2015-01-11
	1000SHS LEAR CORP	P	2013-05-21	2015-08-02
	400SHS MCKESSON CORP	P	2015-02-12	2015-01-11
	400SHS MICHAEL KORS	P	2015-02-12	2015-11-27

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	1,615,000	1,513,157	101,843
b	4,275	9,851	-5,576
c	81,501	69,604	11,897
d	86,049	95,668	-9,619
e	30,563	25,799	4,764
	64,086	67,611	-3,525
	50,000	49,873	127
	140,078	72,655	67,423
	77,496	75,009	2,487
	143,446	65,870	77,576
	100,000	101,274	-1,274
	74,232	100,951	-26,719
	133,476	103,125	30,351
	77,858	89,503	-11,645
	66,984	60,787	6,197
	50,744	11,142	39,602
	48,862	56,716	-7,854
	109,003	61,197	47,806
	65,248	89,301	-24,053
	17,098	28,801	-11,703

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			101,843
b			-5,576
c			11,897
d			-9,619
e			4,764
			-3,525
			127
			67,423
			2,487
			77,576
			-1,274
			-26,719
			30,351
			-11,645
			6,197
			39,602
			-7,854
			47,806
			-24,053
			-11,703

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	288,105
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	-57,710

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 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))
2014		8,200,128
2013	1,000	7,898,448	0.000127
2012		7,207,096
2011	180,000	5,809,698	0.030983
2010	4,077,545	5,784,635	0.704892

Total of line 1, column (d) .....................

20.736002

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 . . .

0.245334

Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....

8,397,517

Multiply line 4 by line 3......................

2,060,196

Enter 1% of net investment income (1% of Part I, line 27b)...........

3,377

Add lines 5 and 6........................

2,063,573

Enter qualifying distributions from Part XII, line 4.............

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 (2015)

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 here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	6,754
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	6,754
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	6,754
6	Credits/Payments:

a	2015 estimated tax payments and 2014 overpayment credited to 2015	6a	1,600
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	1,600
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	79
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	5,233
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see 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 2015 or the taxable year beginning in 2015 (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. ...............................

Form 990-PF (2015)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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

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

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

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

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

Yes

Website address bullet

WWW.GUIDESTAR.ORG

The books are in care of bullet

MADDOCKHENSON PC Telephone no. bullet

(314) 894-8400

Located at bullet

5353 SOUTH LINDBERGH STE 200ST LOUISMO ZIP+4 bullet

63126

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

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

16 At any time during calendar year 2015, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet

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 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 2015?.............

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 2015, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2015?.............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 2015 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 2015.)..................

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 2015?

Form 990-PF (2015)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required (Continued)

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 4945(d)(4)(A)? (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 (2015)

Page 7

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
CAROL GASKIN	DIRECTOR 1.00	0	0	0
11 ST ANDREWS DR ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
JANE BRYAN	DIRECTOR 1.00	0	0	0
200 S BRENTWOOD BLVD ST LOUIS,MO63105	DIRECTOR 1.00	0	0	0
BETSY PHELAN	DIRECTOR 1.00	0	0	0
75 POINTER LANE ST LOUIS,MO63124	DIRECTOR 1.00	0	0	0
STACEY MCKINNEY	DIRECTOR 1.00	0	0	0
23 BROOKMILL LANE ST LOUIS,MO63017	DIRECTOR 1.00	0	0	0
SUE MOORE	PRESIDENT 1.00	0	0	0
7 LINDWORTH LANE ST LOUIS,MO63124	PRESIDENT 1.00	0	0	0
SALLY LILLY	DIRECTOR 1.00	0	0	0
230 S BRENTWOOD BLVD UNIT 17A ST LOUIS,MO63105	DIRECTOR 1.00	0	0	0
ANN MCCANDLESS	DIRECTOR 1.00	0	0	0
750 S HANLEY ROAD UNIT 16 ST LOUIS,MO63105	DIRECTOR 1.00	0	0	0
DESSA MORROW	DIRECTOR 1.00	0	0	0
13309 KINGS GLEN DR ST LOUIS,MO63131	DIRECTOR 1.00	0	0	0
DAVID STREETT	TREASURER 1.00	0	0	0
439 S KIRKWOOD RD STE 204 KIRKWOOD,MO63122	TREASURER 1.00	0	0	0
JOHN ROWE	DIRECTOR 1.00	0	0	0
1630 DES PERES RD ST LOUIS,MO63131	DIRECTOR 1.00	0	0	0
JIM FULLINWIDER	SECRETARY 1.00	0	0	0
1815 CRITTENDEN ST ST LOUIS,MO63118	SECRETARY 1.00	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................

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

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

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

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 instructions.
3

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

Form 990-PF (2015)

Page 8

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

7,821,691

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

703,707

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

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

8,525,398

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

8,525,398

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

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

127,881

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

8,397,517

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

419,876

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

419,876

Tax on investment income for 2015 from Part VI, line 5......

6,754

Income tax for 2015. (This does not include the tax from Part VI.)...

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

6,754

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

413,122

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

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

413,122

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

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

413,122

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 (2015)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2015
1 Distributable amount for 2015 from Part XI, line 7			413,122
2 Undistributed income, if any, as of the end of 2015:
a Enter amount for 2014 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2015:
a From 2010......	2,525,493
b From 2011......
c From 2012......
d From 2013......
e From 2014......
fTotal of lines 3a through e........		2,525,493
4Qualifying distributions for 2015 from Part
XII, line 4: $
a Applied to 2014, 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 2015 distributable amount.....
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2015.		413,122	413,122
(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		2,112,371
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 2014. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2016. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2015 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8Excess distributions carryover from 2010 not applied on line 5 or line 7 (see instructions) ...		2,112,371
9Excess distributions carryover to 2016. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2011....
b Excess from 2012....
c Excess from 2013....
d Excess from 2014....
e Excess from 2015....

Form 990-PF (2015)

Page 10

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 2015, 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) 2015	(b) 2014	(c) 2013	(d) 2012	(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 or email address of the person to whom applications should be addressed:

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

cAny submission deadlines:

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

Form 990-PF (2015)

Page 11

Part XV

Supplementary Information (continued)

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

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

bApproved for future payment

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

Form 990-PF (2015)

Page 12

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 ...........
4 Dividends and interest from securities....			14	160,719
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	288,105
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				448,824

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

13448,824

(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 (2015)

Page 13

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 organizations?

Yes

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) 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 EIN
	Firm's address				Phone no.

Form 990-PF (2015)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2015 AccountingFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
MADDOCKHENSON PC	6,500

- TIN:

TY 2015 InvestmentsCorpBondsSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Name of Bond	End of Year Book Value	End of Year Fair Market Value
100,000S ORACLE CORP / OZARK HLDG
4000S VANGUARD SHORT TERM BOND	321,525	322,080
5000S ISHARES 1-3 YR CREDIT BOND	525,273	527,750
1500S ISHARES BARCLAYS INTMD CREDIT	166,029	166,005
2600S ISHARES TR BARCLYS 1-3 YR	268,812	274,430
1500S MORGAN STANLEY INCOME SEC INC	25,822	27,435

- TIN:

TY 2015 InvestmentsCorpStockSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Name of Stock	End of Year Book Value	End of Year Fair Market Value
5000S ISHARES S&P US PREFERRED	189,446	194,750
6000S CITIGROUP 6.875% PREFERRED	157,923	172,140
1400SHS WALT DISNEY	153,655	129,766
2500SHS COMCAST CORP A	152,556	154,550
150000SHS SCHWAB CORP BOND PERP 4.62	150,000	149,250
1500S EOG RESOURCES	130,433	135,630
800SHS MCKESSON CORP	130,344	101,736
900S ACTAVIS INC	129,600	188,046
1500S WALGREENS BOOTS ALLIANCE	127,059	124,095
6000SHS KINDER MORGAN INC	124,984	122,580
1800SHS LOWES	123,824	119,970
800S ADVANCED AUTO PARTS	121,537	112,064
2500SHS WELLS FARGO	121,069	115,025
1500S MASTERCARD	119,861	160,530
700SHS GOLDMAN SACHS GROUP	119,606	124,768
1700S ABBVIE INC	114,043	94,826
1500SHS SCHLUMBERGER LTD	112,347	117,345
1000SHS MONSANTO	103,725	100,770
2000SHS MICROSOFT	102,827	119,840
4000S GOLDMAN SCHS 6.2% NON-CUM PRF	102,398	103,280
4000S WELLS FARGO 5.85% PREFERRED	102,030	106,560
2400S DISCOVER FINANCIAL SVCS	101,739	135,192
4000SHS STATE STREET 5.90% PFD	101,441	112,200
700SHS SNAP-ON INC	100,624	107,870
7000SHS BANK OF AMERICA	100,572	115,500
2000S JP MORGAN CHASE	97,422	138,520
800SHS FACEBOOK	87,566	104,792
1000S GILEAD SCIENCES	81,467	73,630
2,400S CVS / CAREMARK CORP	80,942	201,840
100SHS AMAZON.COM	80,507	78,982
1200SHS BRISTOL-MYERS SQUIBB	74,403	61,092
2000SHS LINCOLN FINANCIAL	73,302	98,180
1200S STARBUCKS	64,987	127,368
1000S HOME DEPOT	63,606	122,010
1,400S ECOLAB INC	62,230	159,838
1,000S UNITED TECHNOLOGIES CORP	62,149	102,200
2500SHS SPROUTS FARMERS MARKET	61,673	55,375
2,000S THERMO FISHER SCIENTIFIC	60,688	294,060
2000S NIKE	58,527	200,720
1200S CELGENE CORP	58,232	122,616
2000S PNC FINL SVCS GROUP	56,250	56,400
1,000S HENRY SCHEIN, INC	55,578	149,200
2000S MORGAN STANLEY 6.875 PFD	55,255	58,120
2000S US BANCORP DEL DEPOSITORY	54,765	51,220
2000SHS MORGAN STANLEY 6.875 PFD	54,024	58,120
2000S WELLS FARGO PREFERRED	51,569	53,280
2000SHS US BANCORP 6.00% PFD	51,407	51,220
2000S MORGAN STANLEY 6.625 PFD	50,654	54,700
2000S STATE STR CORP DEP PRFD SHS	50,480	50,800
1,200S AMETEK	50,017	119,070
2000SHS GOLDMAN SACHS PFD	49,573	52,140
1,200S ILLINOIS TOOL WORKS	47,949	136,284
1,500S ACCENTURE LTD	47,046	174,360
700S VF CORPORATION	41,792	151,788
100S ALPHABET INC GLASS A	35,847	80,990
2,000S DANAHER CORP	35,812	157,100
100S ALPHABET INC GLASS C	35,634	78,454
1,500S CHEVRON CORP	32,083	104,750
1000S STATE STREET	28,593	70,210
1,600S AMPHENOL CORP	23,944	105,488
1200S BANK OF AMERICA PFD E
500S MICHAEL KORS HOLDINGS
700S KANSAS CITY SOUTHERN
1000S EXPRESS SCRIPTS
1000S LEAR CORPORATION
2000S SKYWORKS SOLUTIONS
800S POLARIS INDS INC
2000 REALTY INCOME CORP
400S MCKESSON CORP
800S CONTINENTAL RESOURCES
800S APPLE INC
1000S BOEING CO

- TIN:

TY 2015 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

- TIN:

TY 2015 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.	208	208

- TIN:

TY 2015 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	1,260
UTILITY DEPOSITS	9,896
ACCRUED INTEREST	7,321	6,881	6,881
FEDERAL TAX DEPOSITS	1,600	1,600	1,600

- TIN:

TY 2015 OtherExpensesSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
OFFICE SUPPLIES	201
REPAIRS AND MAINTENANCE	2,066	2,066
UTILITIES	10,659	10,659
SECURITY SERVICES	47,063	47,063
MISCELLANEOUS	5,898	3,635

- TIN:

TY 2015 OtherIncreasesSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Description	Amount
INCREASE COST OF BUILDING TO APPRAISAL	450,000

- TIN:

TY 2015 OtherLiabilitiesSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

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

- TIN:

TY 2015 OtherProfessionalFeesSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEE	37,394	37,394

- TIN:

TY 2015 TaxesSchedule

Name:

THE CHARLESS FOUNDATION

EIN:

43-0666753

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
REAL ESTATE TAXES	10,094	10,094