TY 2018 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

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0052

2018

Open to Public Inspection

For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018

Name of foundation
THE CHARLES C MATTHEWS FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)P O BOX 1138
Room/suite

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

A Employer identification number

75-2741045

B Telephone number (see instructions)

(903) 693-7837

C If exemption application is pending, check here bullet

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

$13,646,394J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments	312		312	312
4	Dividends and interest from securities...	298,874		210,307	298,874
5a	Gross rents............	9,500		9,500	9,500
b	Net rental income or (loss) 9,500
6a	Net gain or (loss) from sale of assets not on line 10		164,059
b	Gross sales price for all assets on line 6a 1,944,960
7	Capital gain net income (from Part IV, line 2)...			192,039
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).......		265,472	265,472	265,472
12	Total. Add lines 1 through 11........	738,217		677,630	574,158
13	Compensation of officers, directors, trustees, etc.	316,500		237,375		79,125
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		10,800	2,700		8,100
b	Accounting fees (attach schedule).......		10,250	9,225		1,025
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		14,177	1,471
19	Depreciation (attach schedule) and depletion...		32,999
20	Occupancy..............	1,995		1,995
21	Travel, conferences, and meetings.......	161
22	Printing and publications..........
23	Other expenses (attach schedule).......		58,483	46,957
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	445,365		299,723		88,250
25	Contributions, gifts, grants paid.......	635,164				635,164
26	Total expenses and disbursements. Add lines 24 and 25	1,080,529		299,723		723,414
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-342,312
b	Net investment income (if negative, enter -0-)			377,907
c	Adjusted net income (if negative, enter -0-)...				574,158

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2018)

Form 990-PF (2018)

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.........	717,683	736,122	736,122
	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..........	5,000	8,000	8,000
	10a	Investments—U.S. and state government obligations (attach schedule)	690,223	50,139	50,194
	b	Investments—corporate stock (attach schedule).......	1,909,483	2,461,039	3,025,203
	c	Investments—corporate bonds (attach schedule).......	57,813	85,511	71,923
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	8,292,381	8,227,010	7,676,901
	14	Land, buildings, and equipment: basis 2,144,516
		Less: accumulated depreciation (attach schedule) 211,829	2,175,405	1,932,687	1,932,687
	15	Other assets (describe )	147,739	145,364	145,364
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	13,995,727	13,645,872	13,646,394
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted..................
	25	Temporarily restricted...............
	26	Permanently restricted...............
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	13,995,727	13,645,872
	30	Total net assets or fund balances (see instructions).....	13,995,727	13,645,872
	31	Total liabilities and net assets/fund balances (see instructions).	13,995,727	13,645,872

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

13,995,727

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

-342,312

Other increases not included in line 2 (itemize) bullet

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

13,653,415

Decreases not included in line 2 (itemize) bullet

7,543

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

13,645,872

Form 990-PF (2018)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1a
b
c
d
e

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

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

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	192,039
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

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

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

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

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

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

1 Enter the appropriate amount in each column for each year; see 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))
2017	744,598	14,267,258	0.052189
2016	724,019	13,984,382	0.051773
2015	722,138	14,607,975	0.049435
2014	754,460	15,033,669	0.050185
2013	361,750	15,119,057	0.023927

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

0.227509

Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......

0.045502

Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......

14,048,562

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

639,238

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

3,779

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

643,017

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

723,414

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 (2018)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see 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	3,779
	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	3,779
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	3,779
6	Credits/Payments:

a	2018 estimated tax payments and 2017 overpayment credited to 2018	6a	8,000
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	8,000
8	Enter any penalty for underpayment of estimated tax. Check here 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.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	4,221
11	Enter the amount of line 10 to be: Credited to 2019 estimated tax4,221	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 2018 or the taxable year beginning in 2018? See the 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 (2018)

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

N/A

The books are in care of bullet

RAYMOND C SCHIEFFER PC CPA Telephone no. bullet

(903) 693-7837

Located at bullet

1146 W PANOLACARTHAGETX ZIP+4 bullet

75633

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

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

16 At any time during calendar year 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. 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 2018?.............

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 2018, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2018?.............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 2018 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 2018.)..................

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 2018?

Form 990-PF (2018)

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:

Yes

(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? ....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .................YesNo

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-)
ROBERT M UNDERWOOD	TRUSTEE 8.00	53,500
PO BOX 1138 CARTHAGE,TX75633	TRUSTEE 8.00	53,500
RICHARD BALLENGER	TRUSTEE 6.00	53,500
1276 STATE HWY 149 CARTHAGE,TX75633	TRUSTEE 6.00	53,500
JOHN W CONWAY	TRUSTEE 0.50	52,000
508 WESTPARKN LANE CARTHAGE,TX75633	TRUSTEE 0.50	52,000
JIMMY D PAYNE	TRUSTEE 2.50	52,000
CR 304 CARTHAGE,TX75633	TRUSTEE 2.50	52,000
DAVID BUSH	TRUSTEE 6.00	53,500
665 CR 403 CARTHAGE,TX75633	TRUSTEE 6.00	53,500
VERMOYN D REEDER	TRUSTEE 2.50	52,000
110 CR 1081 CARTHAGE,TX75633	TRUSTEE 2.50	52,000

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

Form 990-PF (2018)

Page 7

Part VIII

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

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 (2018)

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

12,129,116

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

206,081

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

1,927,302

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

14,262,499

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

14,262,499

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

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

213,937

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

14,048,562

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

702,428

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

702,428

Tax on investment income for 2018 from Part VI, line 5......

3,779

Income tax for 2018. (This does not include the tax from Part VI.)...

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

3,779

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

698,649

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

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

698,649

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

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

698,649

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 ..........

723,414

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

723,414

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

3,779

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

719,635

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 (2018)

Page 9

Part XIII

Undistributed Income (see instructions)

	(c) 2017	(d) 2018
1 Distributable amount for 2018 from Part XI, line 7		698,649
2 Undistributed income, if any, as of the end of 2018:
a Enter amount for 2017 only.......	635,163
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2018:
a From 2013......
b From 2014......
c From 2015......
d From 2016......
e From 2017......
fTotal of lines 3a through e........
4Qualifying distributions for 2018 from Part
XII, line 4: $ 723,414
a Applied to 2017, but not more than line 2a	635,163
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 2018 distributable amount.....		88,251
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2018.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2017. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2018. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2019 ..........		610,398
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) .......
8 Excess distributions carryover from 2013 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2019. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2014....
b Excess from 2015....
c Excess from 2016....
d Excess from 2017....
e Excess from 2018....

Form 990-PF (2018)

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 2018, 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) 2018	(b) 2017	(c) 2016	(d) 2015	(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 foundation 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. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

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 (2018)

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
BECKVILLE ISD FOUNDATION BECKVILLE ISD FOUNDATION 1 BEARCAT DR 1 BEARCAT DR BECKVILLE,TX75631	NONE	PC	DONATION	40,000
BROTHER'S KEEPERS MC BROTHER'S KEEPERS MC 2119 FM 450 2119 FM 450 HALLSVILLE,TX75650	NONE	PC	DONATION	5,000
CITY OF CARTHAGE FIRE DEPT CITY OF CARTHAGE FIRE DEPT 321 W PANOLA 321 W PANOLA CARTHAGE,TX75633	NONE	GOV	DONATION	13,350
CARTHAGE ISD ATHLETIC DEPT CARTHAGE ISD ATHLETIC DEPT 1 BULLDOG DR 1 BULLDOG DR CARTHAGE,TX75633	NONE	PC	DONATION	3,500
CARTHAGE ISD FOUNDATION CARTHAGE ISD FOUNDATION 1 BULLDOG DR 1 BULLDOG DR CARTHAGE,TX75633	NONE	PC	DONATION	100,000
CITY OF CARTHAGE POLICE DEPT CITY OF CARTHAGE POLICE DEPT 321 W PANOLA 321 W PANOLA CARTHAGE,TX75633	NONE	GOV	13 RADIOS	4,935
CLAYTON VOLUNTEER FIRE DEPT CLAYTON VOLUNTEER FIRE DEPT 4588 HWY 315 4588 HWY 315 CLAYTON,TX75637	NON	PC	PLAYGROUND EQUIPMENT	2,500
FIRST UNITED METHODIST CHURCH FIRST UNITED METHODIST CHURCH 201 S SHELBY 201 S SHELBY CARTHAGE,TX75633	NONE	RELIGIOUS	DONATION	20,000
GARY INDEPENDENT SCHOOL DISTRICT GARY INDEPENDENT SCHOOL DISTRICT 132 BOBCAT TRAIL 132 BOBCAT TRAIL GARY,TX75643	NONE	PC	SCHOLARSHIPS	24,000
PANOLA CNTY HIST & GENELOGICAL SCTY PANOLA CNTY HIST & GENELOCIAL SOCIETY 100 EAST SABINE 100 EAST SABINE CARTHAGE,TX75633	NONE	PC	DONATION	5,000
PANOLA CO CATTLEMAN'S ASSOC PANOLA CO CATTLEMAN'S ASSOC 173 ROE ST 173 ROE ST CARTHAGE,TX75633	NONE	SO III FI	DONATION	3,000
PANOLA COLLEGE PANOLA COLLEGE 1109 W PANOLA 1109 W PANOLA CARTHAGE,TX75633	NONE	PC	ROBIOTIC MACHINE	79,400
PANOLA COLLEGE PANOLA COLLEGE 1109 W PANOLA 1109 W PANOLA CARTHAGE,TX75633	NONE	PC	SCHOLARSHIP	108,678
PANOLA COLLEGE PANOLA COLLEGE 1109 W PANOLA 1109 W PANOLA CARTHAGE,TX75633	NONE	PC	PIANO	28,000
PANOLA COLLEGE PANOLA COLLEGE 1109 W PANOLA 1109 W PANOLA CARTHAGE,TX75633	NONE	PC	42 HP TRACTOR	24,350
PANOLA COLLEGE PANOLA COLLEGE 1109 W PANOLA 1109 W PANOLA CARTHAGE,TX75633	NONE	PC	STUDY PODS	102,275
PANOLA COUNTY 4-H PANOLA COUNTY 4-H 522 W COLLEGE ST 522 W COLLEGE ST CARTHAGE,TX75633	NONE	PC	DONATION	4,000
PANOLA COUNTY SHRINE CLUB PANOLA COUNTY SHRINE CLUB 10027 STATE HWY 31 E 10027 STATE HWY 31 E TYLER,TX75705	NONE	PC	DONATION	5,000
PROJECT STRING POWER PROJECT STRING POWER 1128 OAKWOOD DRIVE 1128 OAKWOOD DRIVE CARTHAGE,TX75633	NONE	PC	DONATION	1,000
ST JUDE'S CHILDREN RESEARCH CENTER ST JUDE'S CHILDREN RESEARCH CENTER 501 ST JUDE PLACE 501 ST JUDE PLACE MEMPHIS,TN38105	NONE	PC	DONATION	27,518
STILL WATER COWBOY CHURCH STILL WATER COWBOY CHURCH PO BOX 166 PO BOX 166 CARTHAGE,TX75633	NONE	RELIGIOUS	DONATION	5,000
TYLER JUNIOR COLLEGE TYLER JUNIOR COLLEGE 1327 S BAXTER AVE 1327 S BAXTER AVE TYLER,TX75701	NONE	PC	SCHOLARSHIP	5,654
UNIVERSITY OF TX AT ARLINGTON UNIVERSITY OF TX AT ARLINGTON 701 S NEDDERMAN DR 701 S NEDDERMAN DR ARLINGTON,TX76019	NONE	PC	SCHOLARSHIP	5,504
PANOLA CO YOUTH BASKETBALL PANOLA CO YOUTH BASKETBALL 1502 W PANOLA 1502 W PANOLA CARTHAGE,TX75633	NONE	PC	DONATION	2,000
PANOLA CO CANCER COALITION PANOLA CO CANCER COALITION PO BOX 70 PO BOX 70 CARTHAGE,TX75633	NONE	PC	DONATION	10,000
MT CALVERY BAPTIST CHURCH MT CALVERY BAPTIST CHURCH 1759 HWY 59 S 1759 HWY 59 S CARTHAGE,TX75633	NONE	RELIGIOUS	DONATION	5,000
FIRST BAPTIST CHURCH CARTHAGE FIRST BAPTIST CHURCH CARTHAGE 256 S MARKET 256 S MARKET CARTHAGE,TX75633	NONE	RELIGIOUS	DONATION	500
Total ................................. 3a				635,164

bApproved for future payment

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

Form 990-PF (2018)

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 ...........			14	312
4 Dividends and interest from securities....			14	298,874
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....			16	9,500
6 Net rental income or (loss) from personal property
7 Other investment income.....
8 Gain or (loss) from sales of assets other than inventory ............		16	14	192,039	-27,996
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aROYALTY INCOME			15	264,741
bOTHER INCOME - CHEVRON USA			15	4
cENERGY TRANSFER PTR K-1 LOS			1	-2,833
dENTPRISE PP LP K-1 ORD INC			1	620
eMPLX LP K-1 ORD LOSS			1	-588
fMISC INCOME			1	728
gETP K-1 OTHER RENTAL			16	1
hETP K-1 OTHER INCOME			1	2,799
12 Subtotal. Add columns (b), (d), and (e)..		16		766,197	-27,996

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

738,217

(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 (2018)

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) (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) (other than section 501(c)(3)) or in section 527? ...........Yes No

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 (2018)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2018 AccountingFeesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	10,250	9,225		1,025

- TIN:

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

TY 2018 AmortizationSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Description of Amortized Expenses	Date Acquired, Completed, or Expended	Amount Amortized	Deduction for Prior Years	Amortization Method	Current Year Amortization	Net Investment Income	Adjusted Net Income	Total Amount of Amortization
REFORESTATION	2011-12-31	43,524	43,524	7.0000				43,524

- TIN:

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

TY 2018 DepreciationSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense
RANCH BUILDING	2010-04-28	42,530	7,769	S/L	39.0000	1,091
RANCH LAND -- 715.63 AC	2010-04-28	530,146
WATER WELL	2011-12-11	983	861	S/L	7.0000	122
SMITH RANCH HOUSE	2013-04-16	255,700	29,504	S/L	39.0000	6,556
FENCING & GATES	2013-04-16	102,121	65,649	S/L	7.0000	14,589
JW SMITH PONDS -- CONSV EXP	2013-01-01	150,000	7,261		20.0000	2,375
J W SMITH LAND -- 432.197 AC	2013-04-16	829,638
FENCING & GATES	2014-12-16	12,000	5,357	S/L	7.0000	1,714
BREVARD TRACT LAND	2014-12-16	108,613
PONDS - BREVARD LAND CONSERVATION	2014-12-16	5,000			20.0000
CAMP HOUSE	2015-06-09	4,000	667	S/L	15.0000	266
CORRAL	2015-06-09	3,500	1,250	S/L	7.0000	500
FENCING	2015-06-09	30,000	10,714	S/L	7.0000	4,286
JE METCALF LAND - 270.755 ACRS	2015-06-09	210,005
BARN W/SHED	2013-04-16	15,000	6,750	S/L	10.0000	1,500

- TIN:

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

TY 2018 GainLossSaleOtherAssetsSch

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
TIMBER SALES		PURCHASE	2018-09	68,892	68,892
MIDCOAST PIPELINE - DAMAGES		PURCHASE	2018-03	141,370	141,370
CASH IN LIEU - HD VEST-FRAC	2018-09	PURCHASE	2018-09	5		5
WF CLEARING SVCS (HD VEST) S/T		PURCHASE	2018-12	3,511	3,544	-33
NATL FINANICAL SCS (HD VEST) S/T		PURCHASE	2018-12	12,617	13,024	-407
WF CLEARING SVCS (HD VEST) L/T		PURCHASE	2018-12	982,585	999,616	-17,031
UBOC CD (WFCS - HD VEST) L/T	2011-07	PURCHASE	2018-02	100,000	100,000
NATL FINANCIAL SVCS (HD VEST) L/T		PURCHASE	2018-12	443,925	454,455	-10,530
LONG-TERM GAIN/LOSS FROM PASS-THROUGH ENTITY				16		16

- TIN:

TY 2018 InvestmentsCorpBondsSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BARCLAY BK NOTE 8-31-28	25,000	22,388
MORGAN STANLEY 6% STOXX NOTE	60,511	49,535

- TIN:

TY 2018 InvestmentsCorpStockSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABS	22,078	54,257
ABBVIE INC	40,714	80,679
ALTRIA GROUP	49,482	58,033
AMERICAN ELECTRIC POWER	60,110	65,445
ANADARKO PETROLEUM	35,073	32,880
APPLE INC	83,706	112,074
APPLIED MATERIALS	108,248	97,912
AT&T	70,079	60,639
BERKSHIRE HATHAWAY	65,266	115,362
BRISTOL-MYERS	60,496	90,965
CATERPILLAR	64,835	88,949
CHEVRONTEXACO	120,386	135,988
COCA COLA ENTERPRISES	34,052	47,350
CONOCOPHILLIPS	56,379	62,350
CVS CORP	25,081	19,656
DELL TECHNOLOGIES	2,630	4,838
ENERGY TRANSFER LP (MERGER)	7,223	13,240
ENTERPRISE PROD PTRS LP	1,332	29,754
EXXONMOBIL	96,063	85,260
FORD MOTOR CO	16,432	9,562
FORTUNE BRANDS HOME & SEC INC	20,285	19,945
GENERAL ELECTRIC	52,847	21,577
INTEL	64,786	94,836
JP MORGAN CHASE	65,825	121,548
I SHARES SILVER TRUST	10,565	7,260
KRAFT FOODS GROUP	27,003	30,128
KINDER MORGAN INC	15,718	12,827
MEDTRONIC INC	16,683	27,288
MICROSOFT	22,449	61,040
MONDELEZ INTL (KRAFT SPINOFF)	33,844	42,040
MPLX LP COM PTR	8,179	33,027
ORACLE	93,429	126,414
PAYCHEX	22,281	32,575
PEPSICO	37,175	52,435
PIEDMONT OFFICE REALTY	47,164	51,120
PROCTOR & GAMBLE	67,199	91,920
ROYAL DUTCH SHELL PLC	54,700	49,567
SCHLUMBERGERLTD	26,196	13,629
SOUTHERN CO	46,714	54,900
SPDR DOW JONES	10,305	20,988
SPDR UTILITIES SELECT	39,296	52,920
SPDR GOLD TR GOLD SH	26,805	24,250
TENNECO INC	15,039	6,876
UNITEDHEALTH GROUP	22,147	124,588
US AEROSPACE & DEFENSE	71,475	62,750
VERIZON	16,040	19,677
VODAFONE	20,776	14,460
WALMART	55,034	71,260
WELLS FARGO	60,082	62,893
ZIMMER HOLDINGS	56,629	66,381
ALLSTATE 6.75% - PREFERRED
ALLSTATE 6.625% - PREFERRED	57,915	58,064
METLIFE 5.625% - PREFERRED	101,577	95,660
OAKTREE CAP 6.625% - PREFERRED	50,617	45,880
PUBLIC STORAGE 5.05% - PREFERRED	104,595	89,287

- TIN:

TY 2018 InvestmentsGovtObligationsSch

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

US Government Securities - End of Year Book Value:

US Government Securities - End of Year Fair Market Value:

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

50,139

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

50,194

- TIN:

TY 2018 InvestmentsOtherSchedule2

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
HSBC BANK 11-25-20 GH6	AT COST	54,601	60,955
JP MORGAN CHASE BANK 10-31-18	AT COST
JP MORGAN CHASE BANK 1-30-19	AT COST	153,509	147,345
UNION BANK 2-2-18	AT COST
JACKSON NATL -- PERSPECTIVE II	AT COST	1,395,125	1,259,764
NATIONWIDE -- DESTINATION	AT COST	1,111,872	1,101,497
INVESCO TAX FREE INTER A3	AT COST	100,105	99,269
INVESCO SELECT REAL ESTATE/A	AT COST	95,264	89,338
AM FUNDS AMCAP/A	AT COST	58,200	59,326
AM FUNDS - BALANCED/A	AT COST	55,072	55,784
AM FUNDS - AMERICAN MUTUAL/A	AT COST	61,380	62,157
AM FUNDS - WASH MUTUAL INVESTORS/A	AT COST	87,113	85,558
AM FUNDS - CAPITAL INCOME BLDR/A	AT COST	39,462	42,016
AM FUNDS - GROWTH FD OF AMER/A	AT COST	121,459	132,793
AM FUNDS - INCOME FD/A	AT COST	55,512	52,341
AM FUNDS - INV CO AM/A	AT COST	59,211	52,149
AM FUNDS - NEW WORLD FUND/A	AT COST	26,947	27,541
AM FUNDS - NEW PERSPECTIVE FD/A	AT COST	108,778	116,495
AM FUNDS - NEW ECONOMY/A	AT COST	83,127	84,067
AM FUNDS - SMALL CAP WORLD/A	AT COST	56,785	53,862
AM FUNDS - CAPITAL WLD G&I FD/A	AT COST	66,776	68,942
AM FUNDS - EUROPACIFIC GR FD/A	AT COST	37,755	33,649
COLUMBIA TAX EXEMPT/A	AT COST	61,488	58,371
DWS CORE EQUITY/A	AT COST	95,281	86,296
DWS GLOBAL SM CAP/A	AT COST	38,862	26,230
DWS HEALTH & WELLNESS/A	AT COST	33,502	25,502
DWS MANAGED MUNI BD/A	AT COST
DWS RREEF GLOBAL INFR FD/A	AT COST	168,315	185,781
DWS REAL ESTATE SEC/A	AT COST	33,193	27,041
DWS STRATEGIC HY TAX FREE FD/A	AT COST	59,668	54,472
DWS TECHNOLOGY/A	AT COST	55,248	42,418
FRANKLIN DYNATECH/A	AT COST	51,239	43,559
FRANKLIN CUST GROWTH/A	AT COST	53,099	50,996
FRANKLIN CUST UTIL/A	AT COST	68,041	73,431
FRANKLIN FEDERAL TAX-FREE INC/A	AT COST	648,709	540,523
FRANKLIN FEDERAL TAX-FREE INC/ C	AT COST	14,173	26,570
FRANKLIN FED INTERM TAX FREE/A	AT COST	60,213	59,107
FRANKLIN FED T/F INC CL A	AT COST	27,069	51,111
FRANKLIN MGD TR RISING/A	AT COST	29,725	30,590
HARTFORD CAPITAL APP FD/A	AT COST	66,013	56,759
MFS EMERGING MARKET FD/A	AT COST	74,355	64,264
MFS MODERATE ALLOC/A	AT COST	12,532	12,479
MFS DIVERSIFIED INC/A	AT COST	32,228	31,188
MFS UTILITIES/A	AT COST
MFS GROWTH/A	AT COST	58,414	58,951
MFS CONSV ALLOC/A	AT COST	13,591	13,561
OPPENHEIMER EQ INC/C	AT COST	48,213	38,129
OPPENHEIMER INTL SMALL CO/C	AT COST	13,006	18,470
OPPENHEIMER AMT FREE MUNI/A	AT COST	50,457	48,437
OPPENHEIMER CAP INC/C	AT COST
OPPNHMR EQ INC/A	AT COST	35,622	30,989
OPPNHMR GLBL OPPOR A	AT COST	109,650	84,562
OPPNHMR SR FLOAT RATE/A	AT COST	26,635	24,433
OPPNHMR INTL SM CO/A	AT COST	89,225	107,483
OPPNHMR STEELPATH ALPHA/A	AT COST	42,056	28,155
ALLIANZ CONVERTIBLE/A	AT COST	41,586	31,677
ALLIANZ RCM GLBL WATER/A	AT COST	54,271	55,020
ALLIANZ RCM GLBL SMCAP/A	AT COST	16,609	13,164
ALLIANZ GL FOCUS GRW/A	AT COST	28,955	27,710
PUTNAM AMT FREE INS/A	AT COST	390,621	266,179
PUTNAM GLOBAL INCOME FD/A	AT COST	198,318	190,363
PUTNAM SUSTAINABLE LEADERS	AT COST	183,669	186,575
PUTNAM EQ INC/A	AT COST	102,714	102,826
PUTNAM FLOATING INC/A	AT COST	146,562	133,694
PUTNAM CAP SPECTRUM/A	AT COST
PUTNAM GROWTH OPPORT/A	AT COST	69,012	59,365
SELIGMAN GLOBAL TECH A	AT COST	183,881	146,930
STATE FARM BLKRK SM CAP CORE/A	AT COST	26,387	19,394
STATE FARM BLKRK 500 INDEX/P	AT COST	87,796	129,413
STATE FARM BLKRK CORE ALPHA BD/A	AT COST	111,232	107,429
STATE FARM BLKRK INTL INDEX/P	AT COST	29,441	25,523
TEMPLETON GLOBAL BOND FD/A	AT COST	129,762	111,587
ADT 1741 AEROSPACE-DEF SER 2016-3R	AT COST
ADT 1757 AMER RENASSIANCE-2016	AT COST
ADT 1809 UBQUITOUS 2017-3	AT COST	100,955	109,000
ADT 327 INSURED TE MUNI SER 2	AT COST	192,190	156,842
ADT 1852 AERO/DEF 2018-1	AT COST	35,167	28,268
ADT 1902 AERO/DEF 2018-4	AT COST	100,007	91,236

- TIN:

TY 2018 LandEtcSchedule2

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
RANCH BUILDING	42,530	8,860	33,670	33,670
WATER WELL	983	983
REFORESTATION	43,524	43,524
REFORESTATION - METCALF TRACT	25,648	9,160	16,488	16,488
SMITH RANCH HOUSE	255,700	36,060	219,640	219,640
FENCING & GATES	102,121	80,238	21,883	21,883
BARN WITH SHED	15,000	8,250	6,750	6,750
FENCING & GATES -- BREVARD TRACT	12,000	7,071	4,929	4,929
CAMP HOUSE -- METCALF TRACT	4,000	933	3,067	3,067
CORRAL -- METCALF TRACT	3,500	1,750	1,750	1,750
FENCING -- METCALF TRACT	30,000	15,000	15,000	15,000
RANCH LAND - 715.63 ACRES	530,146		530,146	530,146
J W SMITH LAND - 432.197 ACRES	829,638		829,638	829,638
BREVARD TRACT LAND - 21 ACRES	108,613		108,613	108,613
J E METCALF LAND - 270.755 ACRES	141,113		141,113	141,113

- TIN:

TY 2018 LegalFeesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ATTORNEY FEES	10,800	2,700		8,100

- TIN:

TY 2018 OtherAssetsSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
PONDS - JW SMITH ESTATE	150,000	150,000	150,000
PONDS - BREVARD TRACT	5,000	5,000	5,000
LESS CONSV EXP	-7,261	-9,636	-9,636

- TIN:

TY 2018 OtherDecreasesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Description	Amount
2017 INCOME TAX	7,543

- TIN:

TY 2018 OtherExpensesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
ENERGY TRSFR PTRS K-1 INVTMT	106	106
ENTERPRISE PP LP K-1 NON DEDU	1	1
ENTERPRISE PP LP K-1 SEC 1231	2	2
MPLX LP K-1 CASH CONTRIBUTION	1	1
MPLX LP K-1 NON DEDUCTBLE EXP	13	13
REPAIRS & MAINTENANCE - RANCH	5,000
ROYALTY OTHER DEDUCTIONS	40,018	40,018
ROYALTY SEVERANCE TAX	6,447	6,447
SAFE DEPOSIT BOX RENTAL	95
INVESTMENT FEES -- HD VEST	197	197
INSURANCE	4,564
BANK CHARGES	35
ENERGY TRSFR PTRS K-1 SEC 123	169	169
ENERGY TRSFR PTRS K-1 CASH CO	3	3

- TIN:

TY 2018 OtherIncomeSchedule2

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
ROYALTY INCOME	264,741	264,741	264,741
OTHER INCOME - CHEVRON USA	4	4	4
ENERGY TRANSFER PTR K-1 LOSS	-2,833	-2,833	-2,833
ENTPRISE PP LP K-1 ORD INC	620	620	620
MPLX LP K-1 ORD LOSS	-588	-588	-588
MISC INCOME	728	728	728
ETP K-1 OTHER RENTAL	1	1	1
ETP K-1 OTHER INCOME	2,799	2,799	2,799

- TIN:

TY 2018 TaxesSchedule

Name:

THE CHARLES C MATTHEWS FOUNDATION

EIN:

75-2741045

Category	Amount	Net Investment Income
PROPERTY TAXES - RANCH	6,703
PROPERTY TAXES - ROYALTY	6,003
FOREIGN TAX - HD VEST	1,471	1,471