. . .,

Form 990-PF Retum of Private Foundation OMB No 1545 W52

or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation '00A

Department of the Treasury Note: The organization may be able to use a co of this return to satis fy state Internal Revenue Service reporting requirements.

For calendar ear 2004 or tax ear be inntn 2004, and ending G Check all that app ly . Initial return Final return Amended return Address change , Name change Use the A Employer Identification number

IRS label . Elliott H . Matthews Foundation, Inc . 76-0364900 Olh9lwi30, 820 Richmond Ave . B 8 Telephone number (son instructions) pant ortype. Houston, TX 77006 713-529-2727

See Specific C If exemption application is pending, check here Instructions . D 1 Foreign organizations, check here H H Check type of organization : X Section 501(c)(3 exempt private foundation 2 Foreign or ganizntions meeting the 859'o test, check

Section 4947 (a)( 1 ) nonexempt charitable trust Other taxable private foundation here and attach computation I Fair market value of all assets at end of year J Accounting method X Cash Accrual E 11 private foundation status was terminated

(from Part fl, column (c), line 16) U U under section 507(b)( 1 )(A), check here Other (speedy) _ _ _ _ - _ - _ _ _ _ - _ F If the foundation is in a 60-month termination

~ $ 220 , 952 . art l, column d must be on cash basis under section 507 b 1 B), check here .art. .- Analysis of Revenue and (a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements Expenses (The total of amounts in expenses per books income income for charitable columns (b), (c), and (d) may not neces- sarily equal the amounts in column (a) (cash basis only) see instructions

purposes

1 Contributions, 911M, grants, etc, received (att sch) " ` ` " ` ; ~ ?~` ` :` ' \ yip` \7n ~+s. ̂ s n ; , \v` v > ~j+ s } `s sj` ti

s k ` ~ ~ ~ s.. 2 Ck ~ J1 ~ II the loundn Is not req to an Sch B 3 Interest on savings and temporary ~w.,~ . ti +` ̀s, Y"`k ,

cash investments 4 Dividends and interest from securities . 01 5 a Gross rents . . . . . b Net rental Ineumn

or Qoss) 68 Net pain/poss) from solo of assets not an line 10 \hy, &

R b G1`055 sales price for all assets on line 6a "~;~

1/ 2\~t~ti~~~~ C ~ ti ~~s s .ss,r p S y s,~c " ~tKk. a.r'~ c ~;t'x :tea " ;ca<> 7 Capital gain eel Income (from Part N, line 2) j . ::~~: 8 Net short-term capital gain ~`~ Q,.% \"W "a. : a:; ;̀,' :4%,

U . . . . . . R%-'574s ~'~"f l~kti \\~~Or . 9 Income modifications . . ~. x,~M a~~,� :, F'%7':-%"\" \ J2?

10a Gross sales less ~A+1£S~ kK,k 1'% r u rn ~ ; w ," x~,3.{,~r.,~f", t,.E ~ {"~ el sand r ">x . ,>

As,,"sn :

`

1 ,k., ., ski allowances ` : " " `}'\ s~' '~£,y\, ~~ ~ S <~s s s+ } ' Less : ~'O5~ Of :~. , ~ ~ Q;~:

,~ ,~ ~' 4 .h`yk ̀ \ <:%%% ," ,f . s.ik ~ s `.: k k~ \~ sCps i; ; < "+' s r~ y 'ss . ti ~ .}}\\.~ . ;\p 'rJ,' T ~~ :h~(:\ti~}: ~{'+

goods 5~~\/ i"`tsss Sr~s ~\{!v, "~\~24~ :s~ss\ks~v:

c Gross rolit/ loss ( all sch . . . . . . . ,;\ 11 Other income (attach schedule) . >&

See Statement 1 22 , 472 . 22 , 472 . 12 Total . Add lines 1 through 11 . . 22 , 472 . 22 , 472 . 0 . <13 Compensation of officers . directors, trustees, etc 6 , 000 . 500 . 5 , 500 . 1 ' and wages . . . . ~' i ~ s, em loyee benefits . ~t6`e'L ~~ le) .

i b Accounting fees (a GOi ch) . See . St 2 1 , 020 . 510 . 510 . uQ N U ~ ~~~h~ D~~AJ~(att ~ h) . .

17 Interest n ~n See Stmt 3 3 . T clout ch sch ule) and depletion

21 Travel, conferences, and meetings 2 , 606 . 2 606 . o N X 22 Panting and publications cv o P 23 Other expenses (attach schedule) 00 N See Statement 4 1,959 . 1,859 . 100 . Gam? E 24 Total operating and administrative

s expenses. Add lines 13 through 23 11 , 588 . 2 , 869 . 8 , 716 . LLJ 25 Contributions, gifts, grants paid Part XV 51 , 750 . 51 , 750 .

26 Total expenses and disbursements. Add lines 24 and 25 63 ( 338 . 2 1 869 . 0 . 60 , 466 .

27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements -40,866 .

b Net investment income (t negative . enter 0 ) 19 , 603 . C Adjusted eel income (if negative enter 0 )

~ BAA For Privacy Ad and Paperwork Reduction Ad Notice, see the instructions. TEEnoso3L otiosios Form 990-PF (2004)

Form ~ .,

990-PF (2004) Elliott H. Matthews Foundation, Inc . 76-0364900 Pa e 2

column should be for end ol~ ..8if~1l~ Balance Sheets '"`~`n~° "~'~~~~' °"~ ~~ ~ °°'~`y"~' (Sea Instructions .)

1 Cash - non -interest -bearing 2 Savings and temporary cash investments . . . . 3 Accounts receivable .

Less . allowance for doubtful accounts ~ 4 Pledges receivable . . . . ~_

Less : allowance for doubtful accounts 5 Grants receivable . . . . . . . . . . . . . . . . . . . . . 6 Raoivables due from officers, directors trustees, and other

disqualified persons (attach schedule) see instructions . , 7 Other notes and loons receivable (attach sch),

less allowance for doubtful accounts ~_ s 8 Inventories for sale or use . . . . . . . . . , .

9 Prepaid expenses and deferred charges t 10a Investments - U.S . and state government

obligations (attach schedule). . . . . . b Investments - corporate stock (attach schedule) c Investments - corporate bonds (attach schedule)

11 Investments - land, buildings, and equipment : basis Less accumulated depreciation (attach schedule) .

12 Investments - mortgage loans . , 13 Investments - other (attach schedule) Statement 5 14 Land, buildings, and equipment . basis ~

Less : accumulated depreciation (attach schedule) . . . . . . . . . . . .

15 Other assets describe 16 Total assets (to be completed by all flers -

see instructions . Also, see page 1 item I 17 Accounts payable and accrued expenses 18 Grants payable . . . . . . . . 19 Deferred revenue . . . . . . . . . . . 20 Loans from officers, directors, trustees, & other disqualified persons I 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe . 91

e s 23 Total IiabiIfNes add lines 17 throu gh 22 . . .

Organizations that follow SEAS 117, check here and complete lines 24 through 26 and lines 30 and 31 .

N F 24 Unrestricted e u t n 25 Temporarily restricted

26 Permanently restricted Organizations that do not follow SFAS 117, check here. ~ s B

s a and complete lines 27 through 31 .

27 Capital stock, trust principal, or current funds t a s n 28 Paid-in or capital surplus, or land, building, and equipment fund

29 Retained earning s, accumulated income, endowment, or other funds o e r s 30 Total net assets or fund balances (see instructions)

31 Total liabilities and net assetsl(und balances

0 . 0 . .kC' ;tg ,mix ; A ,Ati~~

w

r .u3

'+ . Z1, f . ` vv ~ vs? ;~

i ~ SY err ,

257,458 . 216,592 . 257 458 . 216,592 .

257,458 . 216,592 .

Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return)

2 Enter amount from Part I, line 27a 3 Other increases not included m line 2 (itemize) 4 Add tines 1, 2, and 3 5 Decreases not included in line 2 (itemize) 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30

BAA rEEna3on o7rz9ioa

257,458 . -40 .866 .

216,592 .

216, 592 . Form 990-PF (2004)

Beginning of year End of year (a) Book Value (b) Book Value (c) Fair Market Value

30 434 . 23 , 805 . 23 , 805 .

~ iC y2 .s` ~~ w '� IN kk N

~}kY~ ~~k~dSi~~

227,024 . 192,787 . 197,147 . ',U X~ Z jx~~ N %

257,458 .1 216,592 .1 220,952 .

Elliot on

(a) List and describe the kind(s) of property sold (e .g ., real estate, 2-story brick warehouse ; or common stock, 200 shares MLC Company)

i a N/A b c d 0

(o) Gross sales price (f) Depreciation allowed (g) Cost or other basis (or allowable) plus expense of sale

a b c d 0

(h) Gain or (loss) (e) plus (0 minus (g)

m lets only for assets showing gain m column and owned b the foundation on 12!31/69 (I) Gains (Column (h) (i) Fair Market Value (n Adjusted basis (k) Excess of column (Q gain minus column (k), but not less

as of 12/31/69 as of 12/31/69 over column 0), if any than -0-) or Losses (from column (h))

TEEA0303L o729106a

76-0364900 Paae 3

b) Mow acquired I (C) Date acquired I (d) Date sold P - Purchase (month day, yew) (month, day Year) D - Donation

a

c d e

2 Capital gam net income or (net capital loss) . If gam, also enter in Part I, line 7 {If (loss), enter ~0- in Part I, line 7

3 Net short-term capital gain or (loss) as defined m sections 1222(5) and (6)

If gain, also enter in Part I, line 8, column (c) (see instructions) . If (loss), enter ~0- ~- J in Part I, line 8 . . . . . . . . . . . . 3

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 organization liable for the section 4942 tax an the distnbutable amount of any year m the base period? aYes ~ No If 'Yes,' the organization does not quality under section 4940(e) . Do not complete this pan

1 Enter the appropriate amount in each column for each year ; see instructions before making any entries

(a) (b) (c) (d) Base period years Adjusted qualifying distributions Net value of Distribution ratio

Calendar year (or tax year nonchantable-use assets (column (b) divided by column (c)) beginning in)

2003 36 , 810 . 231 932 . 0 .158710 2002 44 , 759 . 303 942 . 0 .147262 2001 40 , 133 . 295 500 . 0 .135814 2000 34 , 276 . 391 363 . 0 .087581 1999 33,318 . 329,209 . 0 .101206

2 Total of line 1, column (d) 2 0 .630573

3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years . 3 0 .126115

4 Enter the net value of noncharitable-use assets for 2004 from Part X, line 5 1 4 1 226,315 .

5 Multiply line 4 by line 3 1 5 1 28,542 .

6 Enter 1% of net investment income (1% of Part I, line 27b) 1 6 1 - - 196 .

7 Add lines 5 and 6 1 7 1 28 .738 .

8 Enter qualifying distributions from Part XII, line 4 1 8 1 60, 466 .

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

BAA Form 990-PF (2004)

TE=A0304L 01103105

Form ssaPF"ooa Elliott H . Matthews Foundation Inc . 76-0364900 Page a RMVVtEbExcise Tax Based on Investment Income section 4940(a ), 4 4940(e), or 4948 -see Instruc-ions

1 a Exempt operating foundations described in section 4940(d)(2), check here . . ~ and enter 'N/A' on line 1 . Date of ruling letter : _ _ _ ̂ - _ _ .(attach copy of ruling letter if necessary - see Instructions)

b Domestic organizations that meet the section 4940(e) requirements in Part V, 1 196 . check here ~ X and enter 1 % of Part I, line 27b . , ~ ;"

ME , c All other domestic organizations enter 296 of line 27b. Exempt foreign organizations enter 4°~ of Part I, line 12, column (b) ~ 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only . Others enter -0-) 2 0 . 3 Add lines 1 and 2 . . . . . . . . . . . . . . . . . . . . 3 196 . 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) . . 4 0 . 5 Tax based on Investment Income. Subtract line 4 from line 3 . If zero or less, enter ~0- . . 5 196 . 6 Credits/Payments : ,n 2004 estimated lax pmts and 2003 overpayment credited 101004 . . , . , . . . 6n y b Exempt foreign organizations - tax withheld at source . 6b , . ~ ;. c Tax paid with application (or extension of cline to file (Form 8868) , , . 6c d Backup withholding erroneously withheld . . . . . . 6d

7 Total credits and payments . Add lines 6a through 6d 7 0 . 8 Enter any penalty for underpayment of estimated tax . Check here El if Form 2220 is attached 8 9 Tax due . If the total of lines 5 and 8 is more than line 1, enter amount owed ~ 9 196 . 10 Overpayment If line 1 is more than the total of lines 5 and 8, enter the amount overpaid ~ 10 11 Enter the amount on line 10 to be: Credited to 2005 estimated tax ~ Refunded ~ 11 ~ .V1t4 Statements Regarding Activities

1 a During the tax year, did the organization attempt to influence any national, state, or local legislation or did it Yes No participate or intervene in any political campaign? 1 a X

b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? , 1 b X

If the answer is 'Yes' to la or lb, attach a decoded description of the activities and copies of any materials published ~ ~ >~ : .~ or distributed by the organization in connection with the activities

c Did the organization ale Form 1120-POL for this years S 1 c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year

(1) On the organization . . ~ $ 0 . (2) On organization managers ~ $ 0 ~~~ 'r e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on 1121: > ;2 organization managers . . . 11 $ 0 . ~~.4

2 Has the organization engaged in any activities that have not previously been reported to the IRS 2 X If 'Yes,' attach a detailed description of the activities I

3 Has the organization made any changes, not previously reported to the IRS, in ifs governing instrument, articles of incorporation, or bylaws, or other similar instruments? 11 'Yes,' attach a conformed copy o1 the changes 3 X

4a Did the organization have unrelated business gross income of $1,000 or more during the years 4a X b If 'Yes,' has it filed a tax return on Form 990-T for this years 4b N VA

5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X 11 'Yes,' attach the statement required by General Instruction T.

6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either . ~' s il, ii ,, 3. , SSl " By language in the governing instrument, or ~`z, ; £'-,

f . ,c ,r, 0 By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict r ' with the state law remain in the governing instrument? 6 }X

7 Did the organization have at least $5,000 m assets at any time during the years 11 'Yes,' complete Part/l, column (c), and Part XV 7 X 8a Enter the states to which the foundation reports or with which it is registered (see instructions) ~ ----- ;

Texas b If the answer is 'Yes' to line 1, has the organization furnished a copy of Form 990~PF to the Attorney General

(or designate) of each state as required by General Instruction G7 11 'No,'attach explanation 8b X 9 Is the organization claiming status as a private operating foundation within the meaning of section 49420(3) or 4942())0 for calendar year 2004 or

the taxable year beginning in 2004 (see instructions for Part XIV)? I('Yes,'completePart XIV 9 X 10 Did any persons become substantial contributors during the lax years 10 X

If 'Yes,' attach a schedule listing their names and addresses 11 Did the organization comply with the public inspection requirements for its annual returns and exemption applications 11 X

Web site address 1, None 12 The books are in care of w Terrance Bd Oft _ Telephone no . ~ 713-529-2727

Located ac - 820 Richmond, _ Ste_ B,-Houston_ - _ TX - _ _ - _ _ _ _ . ZIP + a ~ 77002-7360 13 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Forth 1041 - Check here N/A

and enter the amount of tax-exempt interest received or accrued during the year ~I 13 I N/A BAA Form 990-PF (2004)

b If 'Yes .' did it have excess business holdings in 2004 as a result of (1) any purchase by the organization : or disqualified persons after May 26, 1969 ; (2) the lapse of the 5-year period (or longer period approved b the Commissioner under section 4943(c)('7)) to dispose of holdings acquired by gift or bequest; or (~ the lapse of the 10-, 15-, or 20-year first pF~ase holding period? (Use Schedule C,Form 472 0, to determine if the organizati organization had excess business holdings in 2004 .) , . , . . 3 b N A

4a Did the organization invest during the year any amount in a manner that would jeopardize its ~;a~ ;~:.~i3 charitable purposes . . . . . . . . . . . . . . . ,

N MI X

b Did the organization make any investment in a prior year (but after December 31, 1969) that could ,r, jeopardize its charitable purpose that had not been removed from jeopardy before the first day of >; : .~ the tax year beginning in 2004?. . . . . 4b X

5a During the year did the organization pay or incur any amount to' :'A (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? Yes X No a ~ ~v,hr ; (2) Influence the outcome of any specific public election (see section 4955), or to carry

on, directly or indirectly, any voter registration drive? 8 Yes X8 No . (3) Provide a grant to an individual for travel, study, or other similar purposes' Yes X No

(4) Provide a grant to an organization other than a charitable, etc, organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? ~ Yes a No

(5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? ~ Yes X~ No

b If any answer is 'Yes' to Sa(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions) 5b N /A ---- Organizations relying on a current nonce regarding disaster assistance check here

c If the answer is 'Yes' to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grants N./A. a Yes a No If 'Yes,' attach the statement required by Regulations section 53 4945.5(d) .

6a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contracts 11 Yes N No

b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contracts 6b X -~ - It you answered 'Yes' to 6b, also (de Form 8870 1

BAA rEFaoaosL mrzsioa Form 990-PF (2004)

Form, ssaPF ooa Elliott H . Matthews Foundation Inc . 76-03 64900 Page 5 paWWWB Statements Regarding Activities for Which Form 4720 Ma Be Req uired

File Form 4720 if any Rem is checked in the 'Yes' column, unless an exception applies. Yes No 1 a During the year did the organization (either directly or indirectly) :

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ~ Lai Yes X No f ' > '~» >

(2) Borrow money from, tend money to, or otherwise extend credit to (or accept it from) a ^c;` disqualified person? . . . . . . . . . . . . , , . Yes X No ~'

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? Yes X No ~ (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? , Yes X No ~~

(5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of n disqualified person)? . , . . . . , . . . . Yes 21 No

(6) Agree to pay monoy or property to a government official? (Exception . Check 'No' if the X 'M organization agreed to make e grant to or to employ the official for a period after termination ~, of government service, if terminating within 90 days .) . , Yes X No `k D a

b If any answer is 'Yes' to 1 a(1)~(6), did any of the acts fail to qualify under the exceptions described m Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? . . 1 b N A Organizations relying on a current notice regarding disaster assistance check here . ~ y~1, {{; .,u~, yz~;~ ;, ,`{ `s `~, . ~ .~~` .

c Did the organization engage in a prior year in any of the acts described in 1 a, other than excepted acts, that were not corrected before the fist day of the tax year beginning in 2004? ` 41 c AS,X

v k .titi. 2 Taxes on failure to distribute income (section 4942) does not apply for years the organization was a

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

a At the end of tax year 2004, did the organization have any undistributed income (lines 6d . " and 6e, Part XIII) for tax year(s) beginning before 2004? . . a Yes n No ^> : ~ ~`` "~w ~~~' ~~ k ~ ,k.~ka ~. : ti, If 'Yes,' list the years ~ 20 , 20 , 20 , 20 k 'w~ " "<` "~'~

b Are there any years listed m 2a for which the organization is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer 'No' and attach statement - see instructions .) 2b N VA

c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here . ,, , ~ t)?~~̀,.. 20 20 20 20

3a Did the organization hold more than a 296 direct or indirect interest in any business enterprise at any time during the year? . . . . . . . . , ElYes 21 No r"~~;

FoRr, ssaPF"ooa Elliott H . Matthews Foundation Inc . 76-0364900 Page s FPa , iVltir Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,

and Contractors 1 List all officers directors trustees foundation managers and their com ensadon see Instructions

(D) Title and average (c) Compensation (d) Contributions to (e) Expense account, (a) Name and address hours per week I pf not paid, enter -0-) I employee benefit ~ other allowances

devoted to position plans and deferred

00 . 0 .

'other than those Included on line 1- see Instructions ). If none, enter'NONE .' (b) Title and average (c) Compensation I (d) Contributions to I (e) Expense account,

hours per week employee benefit other allowances devoted to position plans and deferred

------------------------

ation

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

art IX-A Summary of Direct Charitable Activities

List the foundation's four targ est direct charitable activities during the tax year . Include relevant statistical information such as the number of I Expenses organizations and other ben efic iaries served, conferences convened, research papers produced, etc t N/A ------------------------------------------------------

2

------------------------------------------------------

3

------------------------------------------------------

4

------------------------------------------------------

rEEao306L 01/03/05 BAA Form 990-PF (2004)

- ----------------------See Statement 6

------------------------

------------------------

------------------------

2 Compensation of five highest-paid empi (a) Name and address of each employee

paid more than $50,000

None

------------------------

------------------------

------------------------

Total number of other employees paid over $50,000 . . 3 Five highest-paid Independent contractors (or professional services - see Instructions) . Ii none, enter'NONE .'

a Name and address of each arson aid more than $50,000 b) Type of service None

------------------------------------- ------------------------------------- ------------------------------------- -------------------------------------

rea0307L 01114105

Form ssaPF(2OOa) Elliott H . Matthews Foundation, Inc . 76-0364900 Page 7

:Par~~tX=g< Summary of Program-Related Investments see instructions)

Describe the two largest pro gram-related investments made b the foundation during the tax ear on lines 1 and 2 . Amount t N/A

------------------------------------------------------

2

------------------------------------------------------

All other program-related investments . See instructions . 3

------------------------------------------------------

Total. Add lines 1 through 3 . . . . . . . . . . . . . . . . . . . . . . . . ~ 0 .

~1'~J}(` ~` Minimum investment Return (All domestic foundations must complete this part . Foreign foundations, see instructions )

1 Fair market value of assets not used (or held (or use) directly in carrying out charitable, etc, purposes ""k

a Average monthly fair market value of securities . . ` ,1 a b Average of monthly cash balances . . . . . . . 1 b 12 , 803 . c Fair market value of all other assets (see instructions) 1 c 216,958 . d Total (add lines 1a, b and c) . . . . . . . . . . 1 d 229 , 761 . e Reduction claimed for blockage or other factors reported on lines la and lc

(attach detailed explanation) . . . . . . . . . . 1 e 0 . 2 Acquisition indebtedness applicable to line 1 assets 2 0 . 3 Subtract line 2 from line ld . . . 3 229 , 761 . 4 Cash deemed held for charitable activities . Enter 1-11296 of line 3 (for greater amount, see instructions) . 4 3,446 . 5 Net value of noncharitable-use assets. Subtract line 4 from line 3 . Enter here and on Part V, line 4 5 226,315 . 6 Minimum investment return . Enter 5% of line 5 . . . . . 6 11,316 .

k`k Distributable Amount (see instructions) (Section 49420(3) and (j)(5) private operating foundations and certain foreign organizations check here ~ and do not corn lets this art

1 Minimum investment return from Part X, line 6 . 11 , 316 . 2a Tax on investment income for 2004 from Part VI, line 5 . . . 2a 196 . ~`}~ b Income tax for 2004. (This does not include the tax from Part VI .) . . . 2b c Add lines 2a and 2b . . . . . . . . . . . 2c 196 .

3 Distnbutable amount before adjustments . Subtract line 2c from line 1 3 11 120 . 4 Recoveries of amounts treated as qualifying distributions . 4 5 Add lines 3 and 4 . . . . . . . . . . . . . . . . . . . . . 5 11 120 . 6 Deduction from distributable amount (see instructions) . . 6 7 Distributable amount as adjusted . Subtract line 6 from line 5 . Enter here and on Part XI 11, line 1 7 J 11, 120 .

Par! Xtt Qualifying Distributions (see instructions)

1 Amounts paid ( including administrative expenses) to accomplish charitable, etc, purposes . f a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 1 a 60,466 . b Program-related investments - total from Part IX-B 1 b

2 Amounts paid to acquire assets used (or held for use) directly m carrying out charitable, etc, purposes 2

3 Amounts set aside for specific charitable projects that satisfy the a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b

4 Qualifying distributions . Add lines la through 3b . Enter here and on Part V, line 8, and Part XIII, line 4 4 60,466 .

5 Organizations that , l ine

under section 494D(e) for the reduced rate of tax on net investment income . Enter 1% of Part I, Iine 27b (see instructions) 5 196 .

6 Adjusted qualifying distributions. Subtract line 5 from line 4 ~ 6 ~ 60 , 270 .

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

BAA Form 990-PF (2004)

Form 990-PF(2OOa) Elliott H . Matthews Foundation, Inc . 76-0364900 Page s

FPBit;Xilf Undistributed Income see instructions)

c ) ( Copus I Years prop to 2003 I 263 I 2004

1 Oislnbutable amount for 2004 from Part XI, line 7 . .

2 Undistributed income, if any, as of the and of 2003: a Enter amount toy 2003 only . . . . . . ?~:>, ' . \1 b Total far prior years : 20 _, 20 -, 20

.. . . n 3 Excess distributions carryover if any, to 2004 : a From 1999 . b From 2000 15 , 144 . . . . r~ ~, >;' : ,~` qy;w

~`Y(i~s` s~~i t`V`

s{~ c From 2001 . . . . 25 , 358 .

d From 2002 . . 29 562 . w . ~Y~~'s~{~~Y+s1 e From 2003 25 , 046 . t'" n . 2 v i . sin \~ w v s A

f Total of lines 3a through e s112 082 4 Qualifying distributions for 2004 from Part

~\i Y .C$ . H v pti4 X11, line 4 . 01 $ 60 466 . a Applied to 2003, but not more than line 2a . 's}~°'Y `~ ~'S

77 b Applied to undistributed income of prior years °;xv{k (election required - see instructions) .

c Treated as distributions out of corpus (Election required - see instructions) 0 . ` %

d Applied to 2004 distributable amount ~ t k`~ `7%

e Remaining amount distributed out of corpus 49,346 . S k4s " ~q\l ck~ .%%" 5 Excess distributions carryover applied to 2004 0 .

~ ~~y; (!1 an amount appears in column (d), the P111, same amount must be shown in column (a) )

s t ` ` .

~2~` s ;s ~ kvs t

~;w" c,w~

` k r ,`\~'

+ ^

.

'i~" tits s~++~~sktis z

.k , . " kv3 S t`: _ : ',v sYv ~s~ kv` vv ~ AL t. s ̀ SY.'. .. .

11,120 . S%,J -1,111

0 . " rk~` ~ ~s~ .,. ~ s

\\\, 1 a .sks~"ipaX\~ "\9 Vrti v �vt ",y "`~ thvs~""o- ~

I NA*,

6 E below:

nter the net ~l

01 each column as ~; ``s~;~ ~,`~M~ . . �~~~~t~T\~~ Ay ,,` ~.,,, s s,~,~, Indicated ,vs tiw. .~''Vn2~w'A~e ~'s ~~,~,, ~,~SY`~~ ,k ,~wk~s`ti2~C,

a Corpus Add lines 3f, 4c, and 4e . Subtract line S . . 161,428 . K''h~i;;z;~S 77771, 7 7%

,'",' ; n b Prior years' undistributed income . Subtract < line 4b from line 2b . . . . . . . . . . . . 0 .

.y< -s~7~ th . . .~ . r s c Enter the amount of prior years' undistribut- ;%% 77? ed income for which a notice of deficiency i has been issued, or on which the section v' 4942(a) tax has been previously assessed 0

k~ i ~Gs

F%73 < F:

eR

\ \S

1,21 \

.?wa~~~.

~. 3 ; .

0 .

0 . v s

Form 990-PF (2004)

TEEA0308L 07129104

0 .

11,12

d Subtract line 6c from line 6b Taxable amount - see instructions

. , .. :. . e Undistributed income for 2003 . Subtract line 4a from ;; ̀ f {~~ ,'~~~,33s'~

S r ry v+ line 2a Taxable amount - see instructions v , » ; s, h= " "

f Undistributed income for 2004 . Subtract lines `: :'<¬ ~ f ` :r 4d and 5 from line 1 . This amount must be distributed in 2005 . ` 'f {'

7 Amounts treated as distributions out of corpus to satisfy requirements imposed s < `r by section 170(b)(1)(E) or 4942(9)(3) (see instructions) 0 . .

8 Excess distributions carryover from 1999 not r applied on line 5 or line 7 (see instructions) 16 , 972 .

9 Excess distributions carryover to 2005 . Subtract lines 7 and 8 from line 6a 144,456 .

10 Analysis of line 9 a Excess from 2000 15,144 . b Excess from 2001 25, 358 . c Excess from 2002 29,562 . d Excess from 2003 25, 046 . e Excess from 2004 49,346 .

BAA

Paae 9

Total

(2) Support from general public and 5 or mare exempt organizations as provided in section 494Z())(3)(B)(iii) .

(3) Largest amount of support from an exempt organization . . . .

4) Gross investment income . . .

,Su lementa Information (complete this art only if the org anization had $5,000 or more in assets at any time during the XUR

Information Regarding Foundation Managers :

BAA tEEao3osL o7nsioa Form 990-PF (2004)

Form ssaPF oov Elliott H . Matthews Foundation Inc . 76-0364900 Patt~XM Private Operating Foundations see instructions and Part VII-A , q uestion 9)

1 a It the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2004, enter the date of the ruling . .

b Check box to indicate whether the organization is a private o eratin foundation described in section 4942 or 2a Enter the lesser of the adjusted net Tax ear Prior 3 ears

income from Part I or the minimum ( a ) 2004 2003 c 2002 2001 investment return from Part X for each year listed . . . . . . . . . . . . . . . . . . . .

b 85% of line 2a . . . . . . . . . . . . . . . c Qualifying distributions from Part XII,

line 4 for each year listed . . . . . . . . . . . . . d Amounts included in line 1c 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 lest 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'EndowmenY 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) . . . . . . .

N/A

a list any managers of the foundation who have contributed more than 290 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) .) None

b List 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 . None

2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc, Programs : Check here 11 N if the organization only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds . If the organization makes gifts, grants, etc, (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d .

a The name, address, and telephone number of the person to whom applications should be addressed .

b The form in which applications should be submitted and information and materials they should include .

c Any submission deadlines .

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors .

Fom; 990-PF~ ooa Elliott H . Matthews Foundation Inc . 76-0364900 Page io ~r#fXV~~ Supplementary Information (continued)

BAA TEenosioL mrzsroa Form 990-PF (2004)

a b c d 0 f g Fees and contracts from government agencies . . . .

2 Membership dues and assessments . . 3 Interest on savings and temporary cash Investments . . . . .

4 Dividends and interest from securities . x\,~ n A (v {C .s ,2(. di \}A't is~\v :y~: . r`Su .«+skK \+~;,n":ii4 `k; ,,F' s\~ .

vsV, 7~~ti 5 Net rental income or (loss) from real estate ` " ; .tc. a Debt-financed property . . . .

b Not debt-financed property . 6 Net rental income or (loss) from personal properly . 7 Other investment income 8 Gam or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events

10 Gross profit or (loss) from sales of inventory ~, s ,: k." ~

." y~ ; . . . .s ti .~ .,, . .ti . . . . . 11 Other revenue. .".h. ". ` h; :~ . k.)

.

a Annuit withdrawal 14 22 , 472 . b c d e

12 Subtotal . Add columns (b), (d), and (e) . . MIACA ~,~Z`~~~?z 22,472 .1 . . 13 Total . Add line 12, columns (b), (d), and (e) 13 22,432 .

(See worksheet m the instructions for line 13 to verify calculations .)

Park` ~ .~= ~~ Relationship of Activities to the Accomplishment of Exempt Purposes

BAA rEEnosotL mrzsioa Form 990-PF (2004)

Form,99o-PF J2aoa) Elliott H . Matthews Foundation, Inc . 76-0364900 Page ii

ParVXVt-~A~ Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated . Unrelated business income Excluded section 512, 513, w 514 cep (b) W (d) cep

Business Amount Exclu- Amount Related or exempt code son function income

1 Program service revenue' code see instruction

d If the answer to any of the above is 'Yes,' complete the following schedule . Column (b) should always show the fair market value of

2a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527 a Yes X~ No

b If 'Yes,' complete the followin g schedule . (a) Name of organization (b) Type of organization (c) Description of relationship

Under penalties of penury I declare that I have examined this return, including xcorr complete Declaration or preparer (other than taxpayer or fiduciary)arbased on

i

S 1111N-

G Signature of officer or trustee N

p Preparer's . / ~. g Paid signature R Pre- E p8ret'S Firm's name (or B1aGiek & Vetterlinq H

U58 yours if sell only

addreossand 2900 Weslayan, Suite 2

I ZIP code Houston, TX 77027-5132 BAA

Form 990-PF ooa Elliott H . Matthews Foundation Inc . 76-0364900 Page 12 "°' XVtt¬~ Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Exempt Organizations WMM Yes I No

1 Did the organization directly or indirectly engage in any of the following with any other organization ^ ^^x described m section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, ,~ ` JM' relating to political organizations?

o Transfers from the reporting organization to a noncharitable exempt organization of . ,(1) Cash . . . . . . 1 o X

Other assets . . . . . . . . . . . . . . . 1a X b Other transactions : (1) Saes of assets to a nonthnritnble exempt organization . . . . . . . . . . . 1 b X (2) Purchases of assets from a noncharitable exempt organization . . . 1 b X (3) Rental of facilities, equipment, or other assets . . . . . . . 1 b X (4) Reimbursement arrangements . . . . . . . . . . . . , . . . 1 b X (S) Loans or loan guarantees . . . . . . . . . . . . . . . 1 b X (6) Performance of services or membership or fundraising solicitations . 1 b X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1 c X

N/A

Elliott H . Matthews Foundation, Inc .

22 , 472 . Total 7-2 , 477-

(a) (b) Net (c) (d) Expenses Investment Adjusted Charitable per Books Income Net Income Purposes

$ 149 . $ 149 . 100 . $ 100 .

1 , 710 . 1 710 . Total 1,959 . ,859 . 0 . 00 .

Bank Charges/Fees Other expenses Surrender fees

12004

Statement 1 Form 990-PF, Part I, Line 11 Other Income

Annuity withdrawal

Statement 2 Form 990-PF Part I, Line 16b Accounting bees

Bookkeeping Tax compliance

Statement 3 Form 990-PF, Part I, Line 18 Taxes

Excise Tax

Statement 4 Form 990-PF, Part I, Line 23 Other Expenses

Federal Statements Page 1

76-0364900

(a) (b) Net (c) (d) Expenses Investment Adjusted Charitable per Books Income Net Income Purposes

. $ 40 . $ 20 . $ 20 . 980 . 490 . 490 .

Total ,

(a) (b) Net (c) (d) Expenses Investment Adjusted Charitable per Books Income Net Income _ Purposes

. . . . . 3 . Total

u

76-0364900/ Elliott H. Matthews Foundation, Inc.

Statement 5 Form 990-PF, Part II, Line 13 Investments - Other

Valuation Fair Market Method Value Value

Total 1-92,=r9 7, iT77.

Statement 6 Form 990-PF, Part VIII, Line 1 List of Officers, Directors, Trustees, and Key Employees

Title and Contri- Expense Average Hours Compen- button to Account/

Name and Address Per Week Devoted sation EBP & DC Other K . Wayne Bockman Vice Chairman $ 0 . $ 0 . $ 0 . 820 Richmond Ave, Suite B <1 hr/week Houston, TX 77006

Total 6 1000 . $ 0. 0 .

Statement 7 Form 990-PF, Part XV, Line 3a Recipient Paid During the Year

Montrose Clinic N/A Public Underwrite 6,500 . 215 Westheimer travel expenses Houston, TX 77006 for AIDS

conference in Phoenix & help cover cost of flu vaccine

12004 Federal Statements Page 20

Other Securities Fortis Variable Annuity Cost $ 192,787 . $ 197,147 .

Floyd Robinson Secretary 820 Richmond Ave ., Suite B <1 hr/week Houston, TX 77006

Terrance P . Baggott Chairman 820 Richmond Ave ., Suite B >2 hrs/week Houston, TX 77006

0 . 0 . 0 .

6,000 . 0 . 0 .

Found-Donee ation Purpose of

Name and Address Relationship Status Grant Amount

AIDS Action N/A Public General Support $ 10,000 . 1906 Sunderland Place Washington, DC 20036

8868 O:Wv December 2004)

Department of the Treasury Internal Revenue Service

Application for Extension of Time to file an Exempt Organization Return

010113 No 1545 . 1709

O' File a lion for each return . If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box ~ }( If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form) .

Donofcomplete Pnrt//unlessyou have already been granted an automatic 3-month extension on a previously fled Form 8868 . 1 W 4MIM -Month Extension of Time - Only submit original (no copies needed) I Automatic 3 Form 990-T corporations requesting an automatic 6-month extension - check this box and complete Part I only . All other corporations (including Form 990"C filers) must use Form 7004 to request on extension of time to file income tax returns Partnerships, REMICs and trusts must use Form 8736 to request an extension of time to file Form 1065 . 1066, or 1041 Electronic Filing (e-file) . Form 8868 can be filed electronically if you want o 3-month automatic extension of time to file one of the returns noted below (6-months for corporate Form 990~T filers) . However, you cannot file it electronically if you want the additional (not automatic) 3-month extension, instead you must submit the fully completed signed page 2 (Part II) of Form 8868 For more details on the electronic filing of this form, visit www.irS .gOV/elite.

Employer Identification number

76-0364900

stat e ZIP code

Type or Pnot File by the due date for filing your return . See instructions .

Elliott H . Matthews Foundation, Inc . Number, street, end room or suits number If o P 0 box, see instructions

820 Richmond Ave . S city, town or post office. Fog a foreign address, see instructions

Houston, TX 77 Check type of return to be flied (file a separate application for each return) .

Form 990 Form 990-T (corporation) Form 4720 Form 990-BL Form 990-T (section 401(a) or 408(a) trust) Form 5227 Form 990-EZ Form 990-T (trust other than above) Form 6069

7 Form 990-PF Form 1041-A n Form 8870

=1,=Z050IL 01/07105

Name of

~ The books are m the care of " Terrance Bd Oft

Telephone No - 713-529-2727 _-- FAX No . 11 If the organization does not have an office or place of business in the United States, check this box If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) If this is (or the whole group, check this box " a . If it is for part of the group, check this box ~ ~ and attach a list with the names and EINs of all members the extension will cover .

1 I request an automatic 3-month (6-months for a Form 990-7 corporation) extension of time until 8/15 , 20 05 - , to file the exempt organization return for the organization named above The extension is for the organization's return for

X or calendar year 20 04_ 8 tax year beginning 20 and ending _ _ -

- _ , 20

2 If this tax year is for less than 12 months, check reason . ~ Initial return ~Fmal return a Change in accounting period

3a If this application is for Form 990-BL . 990-PF, 990~T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits . See instructions $ Q ,

b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made Include any prior year overpayment allowed as a credit $ 1,000 .

c Balance Due. Subtract line 3b from line 3a . Include your payment with this form, or, if required, deposit with FAD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) . See instructions $ p ,

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions . BAA For Privacy Ad and Paperwork Reduction Act Notice, see instructions. Form 8868 (Rev 12.2004)