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 07-01-2018 , and ending 06-30-2019

Name of foundation
THE CONOVER FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)HILLIARD LYONS TRUST PO BOX 32760
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
LOUISVILLE, KY402322760

A Employer identification number

35-6672841

B Telephone number (see instructions)

(615) 754-0564

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

$2,958,701J 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	17,201		17,201	17,201
4	Dividends and interest from securities...	36,372		36,372	36,372
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-2,894
b	Gross sales price for all assets on line 6a 181,443
7	Capital gain net income (from Part IV, line 2)...
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).......		44,721		44,721
12	Total. Add lines 1 through 11........	95,400		53,573	98,294
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		3,400
c	Other professional fees (attach schedule)....		19,112	19,112
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		21,405
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		3,300	2,619
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	47,217		21,731		0
25	Contributions, gifts, grants paid.......	130,000				130,000
26	Total expenses and disbursements. Add lines 24 and 25	177,217		21,731		130,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-81,817
b	Net investment income (if negative, enter -0-)			31,842
c	Adjusted net income (if negative, enter -0-)...				98,294

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.........	34,673	12,723	12,723
	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)
	b	Investments—corporate stock (attach schedule).......	1,744,989	1,746,992	2,543,684
	c	Investments—corporate bonds (attach schedule).......	458,884	396,187	402,294
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	4,833	5,660
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	2,243,379	2,161,562	2,958,701
	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..................	2,243,379	2,161,562
	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
	30	Total net assets or fund balances (see instructions).....	2,243,379	2,161,562
	31	Total liabilities and net assets/fund balances (see instructions).	2,243,379	2,161,562

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

2,243,379

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

-81,817

Other increases not included in line 2 (itemize) bullet

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

2,161,562

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 .

2,161,562

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.)
1 a	25,000 APPLE INC. SR. GLOBAL 2.1%	P	2014-06-30	2019-05-06
b	20,000 JOHN DEERE CORP. NOTE 2.25%	P	2013-05-02	2019-04-17
c	20,000 FEDERAL HOME LOAN BANKS 1.75%	P	2014-02-06	2018-11-15
d	305 SHS GENERAL ELECTRIC CO.	P	2007-04-26	2018-11-01
e	300 SHS GENERAL ELECTRIC CO.	P	2001-09-21	2018-11-01
	719 SHS GENERAL ELECTRIC CO.	P	2018-05-21	2018-11-01
	20,000 GENERAL ELECTRIC CORP 3.75%	P	2013-04-01	2018-11-28
	20 SHS IMB CORP.	P	2019-02-07	2019-04-11
	105 SHS IBM CORP.	P	2013-08-29	2019-04-11
	25,000 MICROSOFT CORP.	P	2016-01-19	2019-06-01
	20,000 GENNESSEE GO BONDS 2.676%	P	2013-05-02	2018-08-01

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	25,000	25,000
b	20,000	20,198	-198
c	19,967	20,002	-35
d	3,016	10,907	-7,891
e	2,967	9,503	-6,536
	7,111	11,051	-3,940
	19,131	20,476	-1,345
	2,876	2,656	220
	15,097	19,194	-4,097
	25,000	25,000
	20,000	20,350	-350

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
b			-198
c			-35
d			-7,891
e			-6,536
			-3,940
			-1,345
			220
			-4,097

			-350

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	-2,894
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	-3,720

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	133,000	2,825,296	0.047075
2016	147,628	2,716,851	0.054338
2015	138,417	2,687,228	0.051509
2014	136,400	2,861,852	0.047661
2013	126,754	2,792,510	0.045391

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

0.245974

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 ......

0.049195

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

2,801,456

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

137,818

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

318

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

138,136

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

130,000

If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (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	637
	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	637
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	637
6	Credits/Payments:

a	2018 estimated tax payments and 2017 overpayment credited to 2018	6a	3,320
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	3,320
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	2,683
11	Enter the amount of line 10 to be: Credited to 2019 estimated tax640	Refunded	11	2,043

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?........

Yes

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

Yes

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

HILLIARD LYONS TRUST COMPANY Telephone no. bullet

(502) 588-4110

Located at bullet

PO BOX 32760LOUISVILLEKY ZIP+4 bullet

402322760

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-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
CHERYL CONOVER STROUD	PRESIDENT 5.00	0	0	0
122 PAIXHAM PLACE MTJULIET,TN37122	PRESIDENT 5.00	0	0	0
JANET TOTTEN	SEC/TREAS 2.00	0	0	0
604 E MAIN CROSS ST EDINBURGH,IN46124	SEC/TREAS 2.00	0	0	0
CHRISTINE CONOVER STROUD	ASSIST SEC 2.00	0	0	0
1105 DRAUGHON AVENUE NASHVILLE,TN37204	ASSIST SEC 2.00	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...................

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	CONTRIBUTIONS TO VARIOUS LOCAL ORGANIZATIONS 27 ORGANIZATIONS WERE SERVED DURING THE 2018/2019 FISCAL YEAR.	130,000
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...................

2,811,579

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

32,539

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

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

2,844,118

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

2,844,118

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

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

42,662

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

2,801,456

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

140,073

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

140,073

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

637

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

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

637

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

139,436

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

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

139,436

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

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

139,436

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 ..........

130,000

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

130,000

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

130,000

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		139,436
2 Undistributed income, if any, as of the end of 2018:
a Enter amount for 2017 only.......	126,949
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: $ 130,000
a Applied to 2017, but not more than line 2a	126,949
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.....		3,051
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 ..........		136,385
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.

CHERYL CONOVER STROUD - OWNS 1058 O

INVESTMENT CORP

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 e-mail address of the person to whom applications should be addressed:

HILLIARD LYONS TRUST COMPANY
PO BOX 32760
LOUISVILLE,KY402322760
(502) 588-4110

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

WRITTEN STATEMENT OF PURPOSE AND USE OF FUNDS

cAny submission deadlines:

NONE

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

NONE

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
BARTHOLOMEW COUNTY HUMANE SOCIETY 4110 EAST 200 SOUTH COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	15,000
COLUMBUS FIREMAN'S CHEER FUND 1101 JACKSON STREET COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	2,500
ECUMENICAL ASSEMBLY PO BOX 1421 COLUMBUS,IN47202	NONE	PUBLIC	CHARITABLE	4,500
EDINBURGH DOLLARS FOR SCHOLARS PO BOX 305 EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	3,000
EDINBURGH PUBLIC LIBRARY 119 W MAIN CROSS ST EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	3,000
FOP - SHOP WITH A COP 543 SECOND STREET COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	2,500
HABITAT FOR HUMANITY 98 S EDWARDS FRANKLIN,IN46131	NONE	PUBLIC	CHARITABLE	5,000
JOHNSON COUNTY HISTORICAL SOCIETY 135 N MAIN STREET FRANKLIN,IN46131	NONE	PUBLIC	CHARITABLE	10,000
KAPPA KAPPA KAPPA INC 618 MEMORIAL DRIVE EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	4,000
SALVATION ARMY 3100 NORTH MERIDIAN INDIANAPOLIS,IN46208	NONE	PUBLIC	CHARITABLE	2,000
TURNING POINT 745 WASHINGTON ST COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	5,000
MILL RACE CENTER INC 900 LINDSEY STREET COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	10,000
EDINBURGH MINISTERIAL ASSOCATION PO BOX 83 EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	4,000
EASTSIDE ELEMENTARY CLOTHE-A-CHILD 810 E MAIN CROSS ST EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	4,000
EDINBURGH FIRE RESUCE CHEER FUND 203 S WALNUT ST EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	2,500
FAMILY SERVICE 1531 13TH STREET COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	3,000
THE NEXT DOOR 402 22ND AVENUE NORTH NASHVILLE,TN37203	NONE	PUBLIC	CHARITABLE	5,000
HUMANE SOCIETY OF JOHNSON CNTY 3827 N GRAHAM ROAD FRANKLIN,IN46131	NONE	PUBLIC	CHARITABLE	11,000
EDINBURGH UNITED METHODIST CHURCH 107 W CAMPBELL ST EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	1,500
JOHNSON COUNTY 4-H COUNCIL 484 N MORTON ST FRANKLIN,IN46131	NONE	PUBLIC	CHARITABLE	1,500
FRANKLIN SYMPHONIC COUNCIL PO BOX 988 FRANKLIN,IN46131	NONE	PUBLIC	CHARITABLE	4,000
NEW SONG MISSION PO BOX 488 NASHVILLE,IN47448	NONE	PUBLIC	CHARITABLE	5,000
HOSPICE OF SOUTH CENTRAL INDIANA 2626 EAST 17TH STREET COLUMBUS,IN47201	NONE	PUBLIC	CHARITABLE	3,000
TOWN OF EDINBURGH 107 S HOLLAND STREET EDINBURGH,IN46124	NONE	PUBLIC	CHARITABLE	3,000
SERVANT GROUP INTERNATIONAL 506 TANKSLEY AVENUE NASHVILLE,TN37211	NONE	PUBLIC	CHARITABLE	2,000
JOHNSON COUNTY COMMUNITY FONDATION 398 S MAIN ST FRANKLIN,IN46131	NONE	PUBLIC	CHARITABLE	10,000
CUREPSP 1216 BROADWAY 2ND FLOOR NEW YORK,NY10001	NONE	PUBLIC	CHARITABLE	4,000
Total ................................. 3a				130,000

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	17,201
4 Dividends and interest from securities....			14	36,372
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 ............			18	-2,894
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aAMOS INV. CORP-ORDINARY INC	523000	-5,894
bAMOS INV. CORP-RENTAL INC.	523000	2,879
cAMOS INV. CORP-DIVIDENDS	523000	1,104
dAMOS INV. CORP-ST CAPITAL G	523000	-321
eAMOS INV. CORP-LT CAPITAL G	523000	46,781
fAMOS INV CORP-INTEREST INCO	523000	172
12 Subtotal. Add columns (b), (d), and (e)..		44,721		50,679

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

95,400

(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 CONOVER FOUNDATION INC

EIN:

35-6672841

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	3,400

- TIN:

TY 2018 InvestmentsCorpBondsSchedule

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Name of Bond	End of Year Book Value	End of Year Fair Market Value
20,000 FEDERAL FARM CREDIT 3.9%	20,251	20,104
20,000 JOHN DEERE CAPITAL CORP 2.25%
20,000 GE CAPITAL CORP. 3.75%
25,000 PEPSICO SR. NOTE 3.125%	25,478	25,343
20,000 TENN STATE GO BOND 2.67%
20,000 WELLS FARGO 3.5%	20,570	20,578
20,000 FEDERAL FARM CR BKS CONS 2.5%	20,058	20,079
20,000 FEDERAL HOME LOAN BKS 1.75%
25,000 APPLE INC. SR. GLOBAL 2.1%
25,000 INTEL SR. NOTE 3.3%	25,338	25,701
40,000 IBM NOTE 3.375%	40,500	41,445
25,000 MICROSOFT CORP. NOTE 4.20%
25,000 US BANCORP MTNS 3.70%	26,028	26,497
25,000 FEDERAL FARM CREDIT 2.24%	25,000	25,000
25,000 CISCO SYS. INC. 3.0%	25,549	25,703
25,000 JPMORGAN CHASE & CO. 3.90%	25,583	26,696
25,000 HOME DEPOT SR. NOTE 3.0%	25,365	25,880
25,000 NORTHERN TRUST SR NOTE 3.375%	25,526	25,657
20,000 O'REILLY AUTOMOTIVE NOTE 3.6%	20,127	20,564
20,000 OMNICOM GROUP INC. SR. 4.45%	20,316	20,448
25,000 PFIZER INC. NOTE 3.40%	25,181	26,296
25,000 SCHLUMBERGER INVT SR NT 3.65%	25,317	26,303

- TIN:

TY 2018 InvestmentsCorpStockSchedule

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Name of Stock	End of Year Book Value	End of Year Fair Market Value
25 US BANCORP	1,277	1,310
25 CVS HEALTH CORP.	1,673	1,362
120 CISCO SYSTEMS INC.	2,210	6,568
80 GENERAL ELECTRIC - SOLD
50 VANGUARD REAL ESTATE ETF	3,402	4,370
20 APPLE INC.	3,572	3,958
80 WELLS FARGO & CO.	4,063	3,786
80 JPMORGAN CHASE & CO.	4,373	8,944
25 HOME DEPOT INC.	4,379	5,199
335 TJX COMPANIES	4,551	35,430
100 JPMORGAN CHASE & CO.	4,664	11,180
55 TE CONNECTIVITY LTD	5,565	5,268
80 BERKSHIRE HATHAWAY	5,785	17,054
225 GENERAL ELECTRIC - SOLD
326.645 ARTISAN INTL. FUND 661	7,000	10,554
120 PROGRESSIVE CORP.	7,504	9,592
500 CISCO SYSTEMS INC.	8,701	27,365
153 HARLEY DAVIDSON INC.	9,577	5,482
150 BERKSHIRE HATHAWAY	9,960	31,976
315.657 DODGE & COX INTL. FUND 1048	10,000	13,150
355 HOME DEPOT INC.	10,099	73,829
67 ALLERGAN PLC	10,496	11,218
300 GENERAL ELECTRIC CO. - SOLD
65 ALLERGAN PLC	10,850	10,883
719 GENERAL ELECTRIC INC. - SOLD
580 FASTENAL CO.	12,400	18,902
255 NORTHERN TRUST CO.	12,668	22,950
875 PFIZER INC.	13,491	37,905
670 FASTENAL CO.	13,643	21,835
379.507 DODGE & COX INTL. FUND 1048	14,000	15,810
500 WALT DISNEY CO.	14,145	69,820
227 HARLEY DAVIDSON INC.	14,492	8,133
422.416 DODGE & COX INTL. FUND 1048	15,000	17,598
688.073 ARTISAN FUNDS INTL. 661	15,000	22,232
425 EXPEDITORS INTL. INC.	15,716	32,241
650 WELLS FARGO & CO.	17,394	30,758
825 MICROSOFT CORP.	17,488	92,432
500 TE CONNECTIVITY LTD.	18,205	47,890
405 OMNICOM GROUP INC.	18,444	33,190
105 ALLERGAN PLC	18,751	17,580
105 IBM CORP. - SOLD
850 PROGRESSIVE CORP.	19,771	67,941
550 CVS HEALTH CORP.	19,943	29,969
1001.502 ARTISAN INTL. FUND 661	20,000	32,359
621.311 DODGE & COX INTL. FUND 1048	20,000	25,884
235 UNION PACIFIC CORP.	22,582	39,741
400 APPLE INC.	23,389	79,168
475 JPMORGAN CHASE & CO.	23,821	53,105
45 ALPHABET INC.	24,927	48,641
395 JOHNSON & JOHNSON	25,402	55,016
165 O'REILLY AUTOMOTIVE INC.	29,093	60,938
850 US BANCORP	29,410	44,540
665 VANGUARD REAL ESTATE ETF	50,193	58,121
5699.556 VIRTUS EMERGING MKTS 1736	69,592	64,975
1696.109 DODGE & COX INTL. FUND 1048	71,542	70,660
2673.662 ARTISAN INTL. FUND 661	78,299	86,386
9645.444 VIRTUS EMERGING MKTS 1736	87,484	109,958
4,345 JANUS HENDERSON SMALL CP VALUE	104,737	93,418
1941 AMOS INVESTMENT CORPORATION	134,567	134,567
88 ALLERGAN PLC	11,676	14,734
170 TE CONNECTIVITY LTD.	13,763	16,283
15 ALPHABET INC.	16,335	16,214
180 APPLE INC.	30,744	35,626
1,412.928 ARTISAN INTL. FUND 2458	40,000	45,652
70 BERKSHIRE HATHAWAY INC. CL B	14,085	14,922
175 CVS HEALTH CORP.	11,437	9,536
700 CARMAX INC.	41,937	60,781
205 CISCO SYSTEMS INC.	9,571	11,220
150 WALT DISNEY CO.	16,514	20,946
1,011.122 DODGE & COX INTL. 1048	40,000	42,123
125 EXPEDITORS INTL. WASH INC.	8,895	9,483
400 FASTENAL CO.	12,148	13,036
120 HARLEY DAVIDSON	4,265	4,300
120 HOME DEPOT INC.	21,925	24,956
195 JPMORGAN CHASE & CO.	19,800	21,801
1,981.179 JANUS HENDERSON SMALL CAP	40,000	42,595
130 JOHNSON & JOHNSON	17,105	18,106
235 MICROSOFT CORP.	24,586	31,481
70 NORTHERN TRUST CO.	6,240	6,300
35 O'REILLY AUTOMOTIVE INC.	12,625	12,926
120 OMNICOM GROUP INC.	8,882	9,834
275 PFIZER INC.	11,368	11,913
305 PROGRESSIVE CORP.	20,511	24,379
230 TJX COS. INC.	11,100	12,162
175 US BANCORP	8,860	9,170
65 UNION PACIFIC CORP.	10,433	10,992
150 VANGUARD REAL ESTATE ETF	12,583	13,110
2,345.216 VIRUTS EMERGMING MKT 1736	25,000	26,735
195 WELLS FARGO & CO.	9,314	9,227

- TIN:

TY 2018 OtherAssetsSchedule

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ACC INTEREST PURCHASED, NOT RECEIVED	4,833	5,660

- TIN:

TY 2018 OtherExpensesSchedule

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
PORTFOLIO DEDUCTIONS	2,619	2,619
ACCRUED INTEREST PAID	650
FILING FEES	20
MISC.	11

- TIN:

TY 2018 OtherIncomeSchedule2

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Description	Revenue And Expenses Per Books	Adjusted Net Income
AMOS INV. CORP-ORDINARY INC.	-5,894	-5,894
AMOS INV. CORP-RENTAL INC.	2,879	2,879
AMOS INV. CORP-DIVIDENDS	1,104	1,104
AMOS INV. CORP-ST CAPITAL G/L	-321	-321
AMOS INV. CORP-LT CAPITAL G/L	46,781	46,781
AMOS INV CORP-INTEREST INCOME	172	172

- TIN:

TY 2018 OtherProfessionalFeesSchedule

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISOR FEES	19,112	19,112

- TIN:

TY 2018 TaxesSchedule

Name:

THE CONOVER FOUNDATION INC

EIN:

35-6672841

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FEDERAL EXCISE TAX	6,052
INDIANA EXCISE TAX	2,228
FEDERAL UNRELATED INCOME TAXES	13,125