TY 2010 Form 990PF

- TIN:

Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2010

For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
THE HENRY FORD II FUND

Number and street (or P.O. box number if mail is not delivered to street address)1901 ST ANTOINE STREET 6TH FLOOR Room/suite

City or town, state, and ZIP code
DETROIT, MI48226

A Employer identification number

38-6066332

B Telephone number (see page 10 of the instructions)

(313) 259-7777

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

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

$31,638,389J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

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

	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 page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	85,702		85,702
4	Dividends and interest from securities......	864,690		864,268
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		923,288
b	Gross sales price for all assets on line 6a 8,974,160
7	Capital gain net income (from Part IV, line 2)...			913,685
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).......		-5,725	-7,491
12	Total. Add lines 1 through 11........	1,867,955		1,856,164
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		3,844	1,922	1,922
b	Accounting fees (attach schedule).......		52,500	24,938	24,938
c	Other professional fees (attach schedule)....
17	Interest...............	39,934		39,934	0
18	Taxes (attach schedule) (see page 14 of the instructions)		53,481	18,506	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		74,926	74,887	10
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	224,685		160,187	26,870
25	Contributions, gifts, grants paid........	920,000			920,000
26	Total expenses and disbursements. Add lines 24 and 25	1,144,685		160,187	946,870
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	723,270
b	Net investment income (if negative, enter -0-)			1,695,977
c	Adjusted net income (if negative, enter -0-)...

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2010)

Form 990-PF (2010)

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...............	675,052	274,989	274,989
	2	Savings and temporary cash investments..........
	3	Accounts receivable 3,658
		Less: allowance for doubtful accounts	2,801,601	3,658	3,658
	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 page 15 of the
		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)........	1,705,391	2,911,368	3,432,754
	c	Investments—corporate bonds (attach schedule)........	980,307	1,363,814	1,383,691
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	19,824,393	22,147,052	26,543,297
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	25,986,744	26,700,881	31,638,389
	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 )	22,096	12,963
	23	Total liabilities (add lines 17 through 22)..........	22,096	12,963
		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.........	42,410,623	43,333,911
	28	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	29	Retained earnings, accumulated income, endowment, or other funds	-16,445,975	-16,645,993
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	25,964,648	26,687,918
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	25,986,744	26,700,881

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	25,964,648
2	Enter amount from Part I, line 27a......................	2	723,270
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	26,687,918
5	Decreases not included in line 2 (itemize)	5	0
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30..	6	26,687,918

Form 990-PF (2010)

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
1 a	FROM K-1: MONDRIAN INTL FIXED INCOME FUND, LP	P
b	FROM K-1: IRIDIAN PRIVATE BUSINESS VALUE EQUITY, LP	P
c	FROM K-1: SPRUCEGROVE US ITNL INVESTMENT FUND	P
d	FROM K-1: WELLINGTON TRUST COMPANY	P
e	115.949 UNITS OF WELLINGTON TRUST COMPANY	P
	ADDITIONAL GAIN ON LIQUIDATION OF ECF 1201 INDEX FUND, LP	P
	72,731 UNITS OF IRIDIAN PRIVATE BUSINESS VALUE FIND	P
	559.42 UNITS OF SPRUCEGROVE US INTERNATIONAL INVESTMENT FUND	P
	COMERICA BANK - EAGLE - PUBLICALY TRADED SECURITIES	P
	COMERICA BANK - RHB - PUBLICALY TRADED SECURITIES	P
	COMERICA BANK - RHB - PUBLICALY TRADED SECURITIES	P
	COMERICA BANK - BAIRD - PUBLICALY TRADED SECURITIES	P
	COMERICA BANK - ICIA - PUBLICALY TRADED SECURITIES	P
	COMERICA BANK - ICIA - PUBLICALY TRADED SECURITIES	P
	FROM K-1: BRUSH STREET H FUND, LLC	P
	FROM K-1: BRUSH STREET H FUND, LLC - UBTI	P
	276.277 UNITS OF MONDRIAN INTNL FIXED INCOME FUND, LP	P
	CAPITAL GAINS DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a			-2,140
b			167,692
c			5,881
d			66,581
e	1,262	1,092	170
	24,427		24,427
	500,000	214,961	285,039
	18,951	16,844	2,107
	348,941	322,312	26,629
	1,611,900	1,571,078	40,822
	136,625	128,765	7,860
	583,858	549,494	34,364
	3,157,158	3,231,081	-73,923
	2,502,897	2,270,033	232,864
			16,688
			-9,603
			86
	88,141		88,141

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			-2,140
b			167,692
c			5,881
d			66,581
e			170
			24,427
			285,039
			2,107
			26,629
			40,822
			7,860
			34,364
			-73,923
			232,864
			16,688
			-9,603
			86
			88,141

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	913,685
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 pages 13 and 17 of the 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 page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2009	1,440,016	25,602,071	0.056246
2008	1,685,145	32,663,976	0.051590
2007	1,338,713	36,201,343	0.036980
2006	1,110,689	31,941,962	0.034772
2005	2,078,500	30,193,545	0.068839

2	Total of line 1, column (d) ......................	2	0.248427
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	0.049685
4	Enter the net value of noncharitable-use assets for 2010 from Part X, line 5.....	4	29,193,468
5	Multiply line 4 by line 3.......................	5	1,450,477
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	16,960
7	Add lines 5 and 6.........................	7	1,467,437
8	Enter qualifying distributions from Part XII, line 4..............	8	946,870
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 on page 18.

Form 990-PF (2010)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand 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	33,920
	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	0
3	Add lines 1 and 2............................	3	33,920
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	33,920
6	Credits/Payments:

a	2010 estimated tax payments and 2009 overpayment credited to 2010	6a	22,000
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	21,500
d	Backup withholding erroneously withheld ...........	6d	12

7	Total credits and payments. Add lines 6a through 6d..............		7	43,512
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	38
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	9,554
11	Enter the amount of line 10 to be: Credited to 2011 estimated tax9,554	Refunded	11	0

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 page 19 of

the 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

$ 0(2) On foundation managers. bullet

$ 0

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

$ 0

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 page 19 of the

instructions) bullet

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 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on

page 27)? 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.

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 page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

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

RODNEY P WOOD Telephone no. bullet

(313) 961-0500

Located at bullet

2000 BRUSH ST STE 440DETROITMI ZIP+4 bullet

482262229

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

At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2010)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

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 page 20 of the 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 2010?.............

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 2010, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2010?...............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 page 20 of the 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 2010 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 2010.)....................

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 2010?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the 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 page 22 of the instructions)?

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2010)

Page 6

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
EDSEL B FORD II	PRESIDENT, DIRECTOR & MEMBER 0.25	0	0	0
2000 BRUSH STREET SUITE 440 DETROIT,MI482262229	PRESIDENT, DIRECTOR & MEMBER 0.25	0	0	0
RODNEY P WOOD	TREASURER 0.50	0	0	0
2000 BRUSH STREET SUITE 440 DETROIT,MI482262229	TREASURER 0.50	0	0	0
DAVID M HEMPSTEAD	SECRETARY 0.25	0	0	0
1901 ST ANTOINE STREET 6TH FLOOR DETROIT,MI48226	SECRETARY 0.25	0	0	0
CYNTHIA N FORD	DIRECTOR & MEMBER 0.25	0	0	0
2000 BRUSH STREET SUITE 440 DETROIT,MI482262229	DIRECTOR & MEMBER 0.25	0	0	0
HENRY FORD III	DIRECTOR & MEMBER 0.25	0	0	0
2000 BRUSH STREET SUITE 440 DETROIT,MI48226	DIRECTOR & MEMBER 0.25	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the 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...................				0

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

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

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

Form 990-PF (2010)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See page 24 of the instructions.
3

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

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the 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...................

28,154,665

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

1,483,374

Fair market value of all other assets (see page 24 of the instructions)............

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

29,638,039

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

29,638,039

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ............................

444,571

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

29,193,468

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

1,459,673

Part XI

Distributable Amount (see page 25 of the 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....................

1,459,673

Tax on investment income for 2010 from Part VI, line 5......

33,920

Income tax for 2010. (This does not include the tax from Part VI.)...

1,043

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

34,963

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

1,424,710

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

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

1,424,710

Deduction from distributable amount (see page 25 of the instructions)...........

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

line 1.................................

1,424,710

Part XII

Qualifying Distributions (see page 25 of the instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

946,870

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

946,870

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 page 26 of the instructions)............

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

946,870

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 (2010)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(b) Years prior to 2009	(c) 2009	(d) 2010
1 Distributable amount for 2010 from Part XI, line 7					1,424,710
2 Undistributed income, if any, as of the end of 2010:
a Enter amount for 2009 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2010:
a From 2005.......
b From 2006.......
c From 2007.......
d From 2008.......
e From 2009.......	87,997
fTotal of lines 3a through e.........		87,997
4Qualifying distributions for 2010 from Part
XII, line 4: $ 946,870
a Applied to 2009, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)			0
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...		0
d Applied to 2010 distributable amount.....					946,870
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2010.		87,997			87,997
(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		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........			0
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......			0
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...			0
e Undistributed income for 2009. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........				0
f Undistributed income for 2010. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........					389,843
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........		0
8Excess distributions carryover from 2005 not applied on line 5 or line 7 (see page 27 of the instructions) .............		0
9Excess distributions carryover to 2011. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2006....
b Excess from 2007....
c Excess from 2008....
d Excess from 2009....
e Excess from 2010....

Form 990-PF (2010)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the 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 2010, 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) 2010	(b) 2009	(c) 2008	(d) 2007	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

DAVID M HEMPSTEAD 1901 ST ANTOINE S
1901 ST ANTOINE ST 6TH FLOOR
DETROIT,MI48226
(313) 259-7777

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

BRIEF LETTER, FINANCIAL STATEMENT, COPY OF IRS LETTER DETERMINING TAX STATUS (UNLESS ALREADY LISTED IN CUMULATIVE LIST).

cAny submission deadlines:

NONE

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

AWARDS GENERALLY LIMITED TO CHARITABLE ORGANIZATIONS ALREADY FAVORABLY KNOWN TO, AND OF INTEREST TO, THE SUBSTANTIAL CONTRIBUTORS OF THIS FOUNDATION. NO GRANTS TO INDIVIDUALS.

Form 990-PF (2010)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
CHILDREN'S HOSPITAL OF MICH FOUNDATION 3901 BEAUBIEN RD DETROIT,MI48201		PUBLIC CHARITY	PROGRAM SERVICES	50,000
COLLEGE FOR CREATIVE STUDIES 201 E KIRBY DETROIT,MI48202		PUBLIC CHARITY	PROGRAM SERVICES	200,000
FOCUS HOPE 1355 OAKMAN BLVD DETROIT,MI48238		PUBLIC CHARITY	PROGRAM SERVICES	50,000
JUVENILE DIABETES RESEARCH FOUNDATION 26 BROADWAY 14TH FLOOR NEW YORK,NY10004		PUBLIC CHARITY	PROGRAM SERVICES	25,000
JUVENILE DIABETES RESEARCH FOUNDATION 24359 NORTHWESTERN HWY STE 225 SOUTHFIELD,MI48075		PUBLIC CHARITY	PROGRAM SERVICES	25,000
MIAMI UNIVERSITY FOUNDATION 725 E CHESTNUT ST OXFORD,OH45056		PUBLIC CHARITY	PROGRAM SERVICES	250,000
NATIONAL CENTER FOR LEARNING DISABILITIES INC 381 PARK AVE SOUTH STE 1401 NEW YORK,NY10016		PUBLIC CHARITY	PROGRAM SERVICES	50,000
NY PRESBY HOSPWEILL CORNELL MED CNTR 525 EAST 68TH STREET BOX 123 NEW YORK,NY10065		PUBLIC CHARITY	PROGRAM SERVICES	25,000
OLD NEWSBOYS' GOODFELLOW FUND 1058 AUDUBON GROSSE POINTE PARK,MI48230		PUBLIC CHARITY	PROGRAM SERVICES	10,000
SALVATION ARMY 16130 NORTHLAND DRIVE SOUTHFIELD,MI48075		PUBLIC CHARITY	PROGRAM SERVICES	25,000
UNIVERSITY LIGGETT SCHOOL 1045 COOK ROAD GROSSE POINTE WOODS,MI48236		PUBLIC CHARITY	PROGRAM SERVICES	15,000
WAYNE STATE UNIVERSITY LAW SCHOOL - DAMON J KEITH CENTER FOR CIVIL RIGHTS 5475 WOODWARD AVE DETROIT,MI48202		PUBLIC CHARITY	PROGRAM SERVICES	195,000
Total ................................. 3a				920,000

bApproved for future payment
COLLEGE FOR CREATIVE STUDIES 201 E KIRBY DETROIT,MI48202	PUBLIC CHARITY	PROGRAM SERVICES	800,000
THE HENRY FORD - RACING IN AMERICA 20900 OAKWOOD BLVD DEARBORN,MI48124	PUBLIC CHARITY	PROGRAM SERVICES	486,404
MIAMI UNIVERSITY FOUNDATION 725 E CHESTNUT ST OXFORD,OH45056	PUBLIC CHARITY	PROGRAM SERVICES	250,000
UNIVERSITY LIGGETT SCHOOL - THE LIGGETT MERIT SCHOLARSHIP PROGRAM 1045 COOK ROAD GROSSE POINTE PARK,MI48236	PUBLIC CHARITY	PROGRAM SERVICES	500,000
WAYNE STATE UNIVERSITY LAW SCHOOL - DAMON J KEITH CENTER FOR CIVIL RIGHTS 5475 WOODWARD AVE DETROIT,MI48202	PUBLIC CHARITY	PROGRAM SERVICES	640,000
Total .................................. 3b			2,676,404

Form 990-PF (2010)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See page 28 of the instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	85,702
4 Dividends and interest from securities....			14	857,200
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....	523000	1,765	14
8Gain or (loss) from sales of assets other than inventory	523000	9,603	18	913,685
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		11,368		1,856,587	0

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

131,867,955

(See worksheet in line 13 instructions on page 28 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 organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2010)

Page 12

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

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash....................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements............................

1b(4)

(5) Loans or loan guarantees..............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2010)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2010 AccountingFeesSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	52,500	24,938		24,938

- TIN:

TY 2010 GeneralExplanationAttachment

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Identifier	Return Reference	Explanation
		THE PURPOSE OF EACH GRANT OR CONTRIBUTION IS TO PROVIDE FINANCIAL SUPPORT TO CORPORATIONS, TRUSTS, COMMUNITY CHESTS, FUNDS OR FOUNDATIONS, ORGANIZED AND OPERATED SOLELY FOR RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES, OR FOR THE PREVENTION OF CRUELTY TO CHILDREN OR ANIMALS.
SERVICES ACCEPTED FROM A DISQUALIFIED PERSON	PART VII-B, QUESTION 1A(3)	FORD ESTATES, LLC (2000 BRUSH ST., SUITE 440, DETROIT, MICHIGAN 48226-2229), IS A BUSINESS OFFICE MAINTAINED FOR, AND AT THE EXPENSE OF, VARIOUS MEMBERS OF THE FORD FAMILY WHO, WITH RESPECT TO THIS FUND, ARE "DISQUALIFIED PERSONS", INCLUDING PARTICULARLY CHARLOTTE M. FORD, ANNE FORD, EDSEL B. FORD II, CYNTHIA N. FORD AND HENRY FORD III.FORD ESTATES, LLC SUPPLIES ACCOUNTING SERVICES AND OFFICE SERVICES (COLLECTING INCOME, DISTRIBUTION OF CONTRIBUTIONS, MAINTENANCE OF ACCOUNTS AND RECORDS, HANDLING CORRESPONDENCE, PREPARATION OF TAX RETURNS AND ANNUAL REPORTS, AND SIMILAR MATTERS) PERTAINING TO THE OFFICE OF TREASURER. SUCH SERVICES ARE PERFORMED BY RODNEY P. WOOD AND BY OTHERS IN FORD ESTATES, LLC UNDER HIS SUPERVISION. NO COMPENSATION IS PAID BY THE HENRY FORD II FUND DIRECTLY TO RODNEY P. WOOD AS COMPENSATION FOR HIS SERVICES IN ANY OF THE CAPACITIES LISTED ABOVE OR OTHERWISE. DURING 2010, THE HENRY FORD II FUND PAID $52,500 TO FORD ESTATES, LLC FOR FEES (AND EXPENSES) FOR THE SERVICES REFERRED TO IN THIS PARAGRAPH.
COMPENSATION PAID TO A DISQUALIFIED PERSON	PART VII-B, QUESTION 1A(4)	DAVID M. HEMPSTEAD, LISTED AS SECRETARY, IS A PARTNER IN THE LAW FIRM OF BODMAN LLP, 1901 ST. ANTOINE STREET, 6TH FLOOR, DETROIT, MICHIGAN 48226, WHICH FIRM ACTS AS THE ATTORNEYS FOR THE HENRY FORD II FUND. MR. HEMPSTEAD IS THE PERSON IN THE FIRM PRINCIPALLY CONCERNED WITH SUCH LEGAL SERVICES TO THE FUND, BUT OTHERS IN THE FIRM ALSO RENDER LEGAL SERVICES TO THE FUND UNDER HIS SUPERVISION. THE TIME SPENT BY MR. HEMPSTEAD STRICTLY IN THE LISTED OFFICIAL CAPACITIES CANNOT READILY BE SEPARATED FROM THAT SPENT IN PERFORMING THE LEGAL SERVICES REFERRED TO. DURING 2010, HENRY FORD II FUND PAID $3,844.40 TO SAID ATTORNEYS FOR FEES (AND EXPENSES) FOR THE SERVICES REFERRED TO IN THIS PARAGRAPH.

- TIN:

TY 2010 InvestmentsCorpBondsSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Name of Bond	End of Year Book Value	End of Year Fair Market Value
900,000 UNITS - FORD MOTOR CREDIT CO 7.25% 10/25/2011 7.250% DUE 10-25-11	921,017	930,195
200,000 UNITS - FORD MOTOR CREDIT CO 7.5% 08/01/2012 7.500% DUE 08-01-12	212,218	212,642
150,000 UNITS - FORD MOTOR CREDIT CO 7% 10/01/2013 7.000% DUE 10-01-13	153,375	160,815
75,000 UNITS - NOVARTIS CAP CORP GTD NT 4.125% 02/10/2014 4.125% DUE 02-10-1	77,204	80,039
100,000 UNITS - PEPSICO INC 3.75% 03/01/2014 3.750% DUE 03-01-14	0	0
100,000 UNITS - LILLY ELI & CO NT 4.2% 03/06/2014 4.200% DUE 03-06-14	0	0
150,000 UNITS - PFIZER INC 5.35% 03/15/2015 5.350% DUE 03-15-15	0	0
225,000 UNITS - MERCK & CO INC 4% 06/30/2015 4.000% DUE 06-30-15	0	0
100,000 UNITS - JOHNSON & JOHNSON 5.55% 08/15/2017 5.550% DUE 08-15-17	0	0
150,000 UNITS - COCA COLA CO 5.35% 11/15/2017 5.350% DUE 11-15-17	0	0

- TIN:

TY 2010 InvestmentsCorpStockSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Name of Stock	End of Year Book Value	End of Year Fair Market Value
1,525 UNITS - 99 CENTS ONLY STORES	21,356	24,308
475 UNITS - ACTUANT CORP-CL A	12,076	12,644
500 UNITS - AGILENT TECHNOLOGIES INC	17,790	20,715
175 UNITS - AIRGAS INC	10,711	10,930
325 UNITS - AKAMAI TECHNOLOGIES	8,622	15,291
405 UNITS - ALLIANCE DATA SYSTEMS CORP	26,845	28,767
535 UNITS - ANSYS INC	23,356	27,857
605 UNITS - APTARGROUP INC	22,796	28,780
235 UNITS - BUCYRUS INTERNATIONAL INC - A	14,907	21,009
455 UNITS - BUFFALO WILD WINGS INC	18,630	19,952
775 UNITS - CABOT OIL & GAS CORP	28,920	29,334
175 UNITS - CAPELLA EDUCATION CO	15,195	11,651
410 UNITS - CHURCH & DWIGHT CO INC	24,619	28,298
175 UNITS - CITRIX SYS INC	10,322	11,972
700 UNITS - DICK'S SPORTING GOODS INC	17,596	26,250
275 UNITS - DIGITAL REALTY TRUST	15,904	14,173
385 UNITS - DOLBY LABORATORIES INC - CL A	20,015	25,679
650 UNITS - DRESSER-RAND GROUP INC	22,634	27,684
450 UNITS - EATON VANCE	14,294	13,604
360 UNITS - ECOLAB INC	16,231	18,151
375 UNITS - EXPEDITORS INTL INC	14,021	20,475
430 UNITS - FASTENAL CO	20,086	25,761
800 UNITS - GENTEX	15,780	23,648
285 UNITS - GLOBAL PAYMENTS INC	13,368	13,170
200 UNITS - GREENHILL & CO INC	16,407	16,336
670 UNITS - HUNT (JB) TRANSPORT SERVICES, INC	22,856	27,343
1,165 UNITS - INVESCO LTD	24,964	28,030
435 UNITS - LIFE TECHNOLOGIES CORP	22,385	24,143
1,225 UNITS - LKQ CORP	22,787	27,832
435 UNITS - MANPOWER INC	25,091	27,301
500 UNITS - MCCORMICK & CO	18,616	23,265
155 UNITS - METTLER-TOLEDO INTERNATIONAL	15,828	23,438
880 UNITS - MICROCHIP TECHNOLOGY INC	23,990	30,105
245 UNITS - NETAPP INC	8,154	13,465
310 UNITS - O'REILLY AUTOMOTIVE INC	11,881	18,730
460 UNITS - OCEANEERING INTERNATIONAL	28,112	33,870
300 UNITS - PERRIGO CO	17,811	18,999
590 UNITS - PLANTRONICS INC	15,433	21,960
865 UNITS - PLEXUS CORP	25,969	26,763
550 UNITS - RESMED INC	14,292	19,052
175 UNITS - ROCKWELL AUTOMATION INC	12,000	12,549
365 UNITS - ROPER INDS INC NEW	19,022	27,897
92 UNITS - SALESFORCE.COM, INC	6,523	12,144
555 UNITS - SCRIPPS NETWORKS INTER CL A	24,222	28,721
355 UNITS - STERICYCLE INC	19,669	28,727
535 UNITS - THORATEC LABS CORP	13,803	15,151
320 UNITS - TRACTOR SUPPLY COMPANY	8,462	15,517
325 UNITS - TRIMBLE NAVIGATION LTD	12,628	12,977
625 UNITS - ULTA SALON COSMETICS & FRAGRANCE, INC	14,815	21,250
150 UNITS - UNDER ARMOUR INC - CLASS A	4,571	8,226
585 UNITS - URBAN OUTFITTERS INC	19,322	20,949
175 UNITS - VARIAN MEDICAL SYSTEMS INC	9,515	12,124
630 UNITS - VARIAN SEMICONDUCTOR EQUIP	22,867	23,291
475 UNITS - WABCO HOLDINGS INC	17,523	28,942
285 UNITS - WATSCO INC	14,394	17,978
475 UNITS - ZEBRA TECHNOLOGIES CORP-CL A	17,305	18,045
715 UNITS - ICON PLC	17,274	15,659
1,000 UNITS - 3M COMPANY	83,313	86,300
2,500 UNITS - ALTERA CORP	56,517	88,950
1,000 UNITS - AMERICAN EXPRESS CR	0	0
2,600 UNITS - AON CORPORATION	94,699	119,626
500 UNITS - APACHE CORP	52,367	59,615
2,400 UNITS - BERKLEY W R	59,204	65,712
1,900 UNITS - COCA COLA CO	108,912	124,963
6,700 UNITS - COMCAST CORP SPECIAL CLASS A	108,072	139,427
1,400 UNITS - CVS CORPORATION (DEL)	43,515	48,678
1,800 UNITS - DIRECTV - CLASS A	0	0
900 UNITS - DRESSER-RAND GROUP INC	0	0
2,300 UNITS - ECOLAB INC	103,679	115,966
1,700 UNITS - FIDELITY NATIONAL INFORMATION SERVICES INC	40,324	46,563
2,100 UNITS - KRAFT FOODS INC-A	62,093	66,171
500 UNITS - L-3 COMMUNICATIONS HLDGS INC	42,985	35,245
300 UNITS - LIBERTY GLOBAL INC - A	6,969	10,614
3,900 UNITS - LIBERTY GLOBAL INC-SERIES C	88,502	132,171
1,200 UNITS - LOEWS CORP	38,709	46,692
300 UNITS - MCDONALDS CORP	19,110	23,028
3,500 UNITS - MICROSOFT CORP	108,162	97,685
1,390 UNITS - NEWFIELD EXPLORATION COMPANY	68,373	100,233
4,600 UNITS - NEWS CORP-CL A	61,711	66,976
700 UNITS - NOBLE ENERGY	50,617	60,256
1,300 UNITS - PRAXAIR INC	104,574	124,111
2,200 UNITS - PROGRESSIVE CORP	39,710	43,714
1,100 UNITS - THERMO FISHER SCIENTIFIC INC	52,817	60,896
2,000 UNITS - UNITEDHEALTH GROUP INC	61,937	72,220
2,100 UNITS - WAL MART STORES INC	113,655	113,253
1,800 UNITS - WASTE MANAGEMENT INC	61,134	66,366
1,200 UNITS - NESTLE SA REP RG SH ADR	58,159	70,485
1,000 UNITS - TEVA PHARMACEUTICAL INDS LTD ADR	57,341	52,130
2,200 UNITS - VODAFONE GROP PLC SP ADR	50,939	58,168
700 UNITS - WILLIS GROUP HOLDINGS PLC	18,655	24,241
680 UNITS - FORD COMMON	49	11,417
100 UNITS - ASKMEKNOW INC	0	0
125 UNITS - ATMOSPHERIC GLOW TECHNOLOGIES - WRTHLSS 13510	0	0
1 UNITS - MONOGENESIS CORP	0	0

- TIN:

TY 2010 InvestmentsOtherSchedule2

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
FORD MOTOR MONEY MARKET	AT COST	41,260	41,260
720,445.021 UNITS - PIMCO TOTAL RETURN FD INST CLASS	AT COST	0	0
16,363 UNITS - ISHARES MSCI EAFE INDEX FUND	AT COST	0	0
FUND REINVESTMENT (DIVIDENDS)	AT COST	0	0
GOLDMAN SACHS FS PRIME OBLIGATIONS	AT COST	0	0
GOLDMAN SACHS FS PRIME OBLIGATIONS	AT COST	0	0
FORD MOTOR MONEY MARKET	AT COST	132,613	132,613
GOLDMAN SACHS FS PRIME OBLIGATIONS	AT COST	0	0
25,197.281 UNITS - VANGUARD 500 INDEX FUND SIGNAL	AT COST	2,105,155	2,410,876
12,300 UNITS - VANGUARD ENERGY ETF	AT COST	0	0
57,466.71 UNITS - PIMCO DEVELOPING LOCAL MARKETS FUND	AT COST	578,870	609,147
525,659.198 UNITS - PIMCO TOTAL RETURN FD INST CLASS	AT COST	5,199,344	5,703,402
32,535 UNITS - ISHARES MSCI EAFE INDEX FUND	AT COST	1,559,371	1,894,188
88,499.192 UNITS - LAUDUS MONDRIAN EMERGING MARKETS INTL	AT COST	766,686	853,132
12,280 UNITS - VANGUARD EMERGING MARKET ETF	AT COST	0	0
ACCRUED INTEREST	AT COST	0	18,062
FORD MOTOR MONEY MARKET	AT COST	24,221	24,221
320,533 UNITS - IRIDIAN PRIVATE BUSIN VALUE EQ FD LP	AT COST	1,125,348	2,725,877
83,192.91 UNITS - SPRUCEGROVE DELAWARE TRUST INTL FUND	AT COST	3,495,603	4,480,385
88,501.138 UNITS - MONDRIAN INTERNATIONAL FIXED INCOME FUND	AT COST	1,326,870	1,386,857
148,814.715 UNITS - WELLINGTON GLOBAL NATURAL RESOURCES CTF	AT COST	1,466,113	1,808,099
BRUSH STREET H FUND, LLC (2.2854420% INTEREST)	AT COST	4,306,080	4,435,660
FUND REINVESTMENT (DIVIDENDS)	AT COST	19,518	19,518

- TIN:

TY 2010 LegalFeesSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	3,844	1,922		1,922

- TIN:

TY 2010 OtherExpensesSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
INVESTMENT FEES (EAGLE)	13,570	13,570	0
INVESTMENT FEES (ICIA)	4,106	4,106	0
INVESTMENT FEES (CAMBRIDGE)	319	319	0
INVESTMENT FEES (FORTIS)	31	31	0
INVESTMENT FEES (BAIRD)	4,887	4,887	0
INVESTMENT FEES (RHB)	3,138	3,138	0
FILING FEE	20	10	10
FROM K-1: BRUSH STREET H FUND - NDE	29	0	0
FROM K-1: BRUSH STREET H FUND - PORTFOLIO DEDUCTIONS	21,306	21,306	0
MANAGEMENT FEES: WELLINGTON TRUST COMPANY	1,262	1,262	0
FROM K-1 - SPRUCEGROVE US INTNL INV FUND - PORTFOLIO DEDUCTIONS	2,165	2,165	0
MANAGEMENT FEES: SPRUCEGROVE US INTNL INV FUND	18,951	18,951	0
FROM K-1: BRUSH STREET H FUND - CHARITABLE CONTRIBUTIONS	5	5	0
FROM K-1: WELLINGTON TRUST COMPANY - PORTFOLIO DEDUCTIONS	195	195	0
MANAGEMENT FEES: MONDRIAN INTNL FIXED INCOME FUNS, LP	4,132	4,132	0
FROM K-1: MONDRIAN INTNL FIXED INCOME FUND, LP - PORTFOLIO DEDUCTIONS	810	810	0

- TIN:

TY 2010 OtherIncomeSchedule2

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
FROM K-1: MONDRIAN INTL FIXED INCOME FUND, LP	1,206	1,206	1,206
FROM K-1: IRIDIAN PRIVATE BUSINESS VALUE EQUITY, LP	-26,669	-26,669	-26,669
FROM K-1: BRUSH STREET H FUND, LLC	17,173	17,173	17,173
FROM K-1: BRUSH STREET H FUND, LLC - UBTI	1,766	0	1,766
FROM K-1: SPRUCEGROVE US ITNL INVESTMENT FUND	1,153	1,153	1,153
FROM K-1: WELLINGTON TRUST COMPANY	-354	-354	-354

- TIN:

TY 2010 OtherLiabilitiesSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Description	Beginning of Year - Book Value	End of Year - Book Value
FEDERAL EXCISE TAX ACCRUAL	22,096	11,920
FEDERAL UNRELATED BUSINESS TAX ACCRUAL	0	1,043

- TIN:

TY 2010 TaxesSchedule

Name:

THE HENRY FORD II FUND

EIN: 38-6066332

Category	Amount	Net Investment Income
FEDERAL EXCISE TAX	33,920	0
FOREIGN TAX (ICIA)	6,548	6,548
FOREIGN TAX (EAGLE)	312	312
FROM K-1: SPRUCEGROVE US INTNL INV FUND - FOREIGN TAX	7,299	7,299
FROM K-1: BRUSH STREET H FUND, LLC - FOREIGN TAX	578	578
FROM K-1: BRUSH STREET H FUND, LLC - FEDERAL TAX WITHHOLDING	12	0
FROM K-1: WELLINGTON TRUST COMPANY - FOREIGN TAX	962	962
FROM K-1: MONDRIAN INTNL FIXED INCOME FUND, LP - FOREIGN TAX	357	357
FROM K-1: IRIDIAN PRIVATE BUSINESS VALUE EQUITY, LP - FOREIGN TAX	2,450	2,450
FEDERAL UNRELATED BUSINESS TAX	1,043	0