Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
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 or province, country, and ZIP or foreign postal code
DETROIT, MI48226
A Employer identification number

38-6066332
B Telephone number (see instructions)

(313) 259-7777
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$35,058,858J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 390,733 390,733  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 2,920,659
b Gross sales price for all assets on line 6a 11,123,759
7 Capital gain net income (from Part IV, line 2)... 2,884,493
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)....... Click to see attachment 217,600 200,820  
12 Total. Add lines 1 through 11........ 3,528,992 3,476,046  
Operating and Administrative Expenses 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)......... Click to see attachment 3,592 1,796   1,796
b Accounting fees (attach schedule)....... Click to see attachment 52,300 23,535   26,150
c Other professional fees (attach schedule).... Click to see attachment 45,226 45,226   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 47,886 7,323   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 20 0   20
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 149,024 77,880   27,966
25 Contributions, gifts, grants paid........ 1,525,000 1,525,000
26 Total expenses and disbursements. Add lines 24 and 25 1,674,024 77,880   1,552,966
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,854,968
b Net investment income (if negative, enter -0-) 3,398,166
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 449,015 368,222 368,222
3 Accounts receivable bullet13,955
Less: allowance for doubtful accounts bullet   2,024 13,955 13,955
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
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)........ 2,983,615 Click to see attachment4,520,677 6,857,185
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 23,944,517 Click to see attachment24,331,315 27,819,496
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 27,379,171 29,234,169 35,058,858
Liabilities 17 Accounts payable and accrued expenses.......... 6,565  
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 bullet) Click to see attachment0 Click to see attachment6,595
23 Total liabilities (add lines 17 through 22).......... 6,565 6,595
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 44,764,780 47,685,439
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds -17,392,174 -18,457,865
30 Total net assets or fund balances (see page 17 of the
instructions).................... 27,372,606 29,227,574
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 27,379,171 29,234,169
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 27,372,606
2 Enter amount from Part I, line 27a..................... 2 1,854,968
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 29,227,574
5 Decreases not included in line 2 (itemize) bullet 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 29,227,574
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a FROM K-1: BRUSH STREET H FUND, LLC P    
b FROM K-1: IRIDIAN PRIVATE BUSINESS VALUE EQUITY, LP P    
c FROM K-1: SPRUCEGROVE US INTL INVESTMENT FUND P    
d FROM K-1: WTC GLOBAL NATURAL RESOURCES PORTFOLIO P    
e CHILTON GLOBAL NATURAL RESOURCES INTERNATIONAL II (BVI) LTD. P    
MONDRIAN INTERNATIONAL FIXED INCOME FUND, L.P.      
17093.78 SHS SPRUCEGROVE US INTL INVESTMENT FUND P    
590.83 SHS SPRUCEGROVE US INTL INVESTMENT FUND P    
174024.491 SHS WTC GLOBAL NATURAL RESOURCES PORTFOLIO P    
COMERICA BANK (ICIA) - PUBLICLY TRADED SECURITIES P    
COMERICA BANK (BAIRD) - PUBLICLY TRADED SECURITIES P    
COMERICA BANK (EAGLE) - PUBLICLY TRADED SECURITIES P    
COMERICA BANK (MCD) - PUBLICLY TRADED SECURITIES P    
415.633 SHS WTC GLOBAL NATURAL RESOURCES PORTFOLIO P    
34852 SHS IRIDIAN PRIVATE BUSINESS VALUE EQUITY, L.P. P    
CAPITAL GAINS DIVIDENDS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a       173,629
b       784,041
c       221,219
d       -25,707
e 632,012   1,000,000 -367,988
1,453,815   1,456,900 -3,085
750,000   623,023 126,977
26,124   21,534 4,590
1,634,989   1,680,566 -45,577
4,812,227   3,580,430 1,231,797
469,416   343,549 125,867
611,439   366,460 244,979
97,298   87,911 9,387
4,248   3,868 380
500,000   228,207 271,793
132,191     132,191
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       173,629
b       784,041
c       221,219
d       -25,707
e       -367,988
      -3,085
      126,977
      4,590
      -45,577
      1,231,797
      125,867
      244,979
      9,387
      380
      271,793
      132,191
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 2,884,493
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 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?
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))
2012 1,006,773 31,090,502 0.032382
2011 942,474 31,121,407 0.030284
2010 946,870 29,193,468 0.032434
2009 1,440,016 25,602,071 0.056246
2008 1,685,145 32,663,976 0.051590
2 Total of line 1, column (d) ...................... 2 0.202936
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 0.040587
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 35,025,081
5 Multiply line 4 by line 3....................... 5 1,421,563
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 33,982
7 Add lines 5 and 6......................... 7 1,455,545
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,552,966
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 33,982
hereBulletand 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 33,982
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 33,982
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 30,965
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 12,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 42,965
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 8,983
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet8,983 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
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.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
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
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
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....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "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:
  • 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?................
    6
    Yes
     
    7
    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.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMI
    b
    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 .
    8b
    Yes
     
    9
    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 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletRODNEY P WOOD Telephone no.bullet (313) 961-0500
    Located atbullet2000 BRUSH ST STE 440DETROITMI ZIP+4bullet482262251
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bullet  
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    No
    1a
    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?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (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)?.................
    (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.).........
    b
    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)?...
    1b
     
    No
    .........bullet
    c
    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 2013?.............
    1c
     
    No
    2
    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)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 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 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    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 2013?
    4b
     
    No
    5a
    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))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (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 instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    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?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 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 & MEMB
    0.25     		0 0 0
    2000 BRUSH STREET SUITE 440
    DETROIT,MI482262229
    RODNEY P WOOD TREASURER
    0.50     		0 0 0
    2000 BRUSH STREET SUITE 440
    DETROIT,MI482262229
    DAVID M HEMPSTEAD SECRETARY
    0.25     		0 0 0
    1901 ST ANTOINE STREET 6TH FLOOR
    DETROIT,MI48226
    CYNTHIA N FORD DIRECTOR & MEMBER
    0.25     		0 0 0
    2000 BRUSH STREET SUITE 440
    DETROIT,MI482262229
    HENRY FORD III DIRECTOR & MEMBER
    0.25     		0 0 0
    2000 BRUSH STREET SUITE 440
    DETROIT,MI48226
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    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 (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,751,254
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    33,982
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
    6,578
    c
    Add lines 2a and 2b............................
    2c
    40,560
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,710,694
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,710,694
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    1,710,694
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in 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 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    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 (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 1,710,694
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 1,493,064
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,552,966
    a Applied to 2012, but not more than line 2a 1,493,064
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 59,902
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2013. 0 0
    (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 instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		1,650,792
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    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) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address 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, AND COPY OF IRS DETERMINATION LETTER.
    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 (2013)
    Form 990-PF (2013)
    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)
    aPaid during the year
    CATCH
    3011 W GRAND BLVD
    DETROIT,MI48202     		NONE PUBLIC CHARITY PROGRAM SERVICES 5,000
    COLLEGE FOR CREATIVE STUDIES
    201 E KIRBY
    DETROIT,MI48202     		NONE PUBLIC CHARITY ADVANCING THE CREATIVE SPIRIT 300,000
    DETROIT PUBLIC LIBRARY FRIENDS FOUNDATION
    5201 WOODWARD AVENUE
    DETROIT,MI48202     		NONE PUBLIC CHARITY PROGRAM SERVICES 5,000
    DETROIT PUBLIC TELEVISION
    1 CLOVER COURT
    WIXOM,MI483932247     		NONE PUBLIC CHARITY SHIRLEE & BILL FOX FUND FOR LEADERSHIP & PUBLIC AFFAIRS 10,000
    DETROIT RIVERFRONT CONSERVANCY
    600 RENAISSANCE CENTER SUITE 1720
    DETROIT,MI48243     		NONE PUBLIC CHARITY PROGRAM SERVICES 5,000
    DETROIT SYMPHONY ORCHESTRA
    3711 WOODWARD AVENUE
    DETROIT,MI48201     		NONE PUBLIC CHARITY PROGRAM SERVICES 10,000
    DETROIT ZOOLOGICAL SOCIETY
    8450 WEST 10 MILE ROAD
    ROYAL OAK,MI48067     		NONE PUBLIC CHARITY PROGRAM SERVICES 10,000
    FOCUS HOPE
    1355 OAKMAN BOULEVARD
    DETROIT,MI482382881     		NONE PUBLIC CHARITY ELEANOR M. JOSAITIS FUND 50,000
    LINCOLN MOTOR CAR FOUNDATION
    5022 HARBORTOWN LN
    FORT MYERS,FL33919     		NONE PUBLIC CHARITY HERITAGE MUSEUM FUND 10,000
    NATIONAL CENTER FOR LEARNING DISABILITIES INC
    381 PARK AVE SOUTH STE 1401
    NEW YORK,NY10016     		NONE PUBLIC CHARITY PROGRAM SERVICES 50,000
    NY PRESBY HOSPWEILL CORNELL MED CNTR
    525 EAST 68TH STREET BOX 123
    NEW YORK,NY10065     		NONE PUBLIC CHARITY PROGRAM SERVICES 50,000
    OLD NEWSBOYS' GOODFELLOW FUND
    1058 AUDUBON
    GROSSE POINTE PARK,MI48230     		NONE PUBLIC CHARITY PROGRAM SERVICES 10,000
    THE EMPOWERMENT PLAN
    1401 VERMONT ST
    DETROIT,MI48216     		NONE PUBLIC CHARITY PROGRAM SERVICES 25,000
    THE GREENING OF DETROIT
    1418 MICHIGAN AVENUE
    DETROIT,MI48216     		NONE PUBLIC CHARITY PROGRAM SERVICES 10,000
    THE HENRY FORD ESTATE FAIRLANE
    PO BOX 1367
    DEARBORN,MI48121     		NONE PUBLIC CHARITY PROGRAM SERVICES 550,000
    THE HENRY FORD
    20900 OAKWOOD BOULEVARD
    DEARBORN,MI481245029     		NONE PUBLIC CHARITY RACING IN AMERICA 100,000
    THE SALVATION ARMY
    220 WHITE PLAINS ROAD 5TH FLOOR
    TARRTOWN,NY10591     		NONE PUBLIC CHARITY PROGRAM SERVICES 25,000
    UNIVERSITY LIGGETT SCHOOL
    1045 COOK ROAD
    GROSSE POINTE WOODS,MI482362509     		NONE PUBLIC CHARITY UNIVERSITY LIGGETT MERIT SCHOLARSIHP PROGRAM 100,000
    WAYNE STATE UNIVERSITY LAW SCHOOL
    5475 WOODWARD AVE
    DETROIT,MI48202     		NONE PUBLIC CHARITY DAMON J. KEITH CENTER FOR CIVIL RIGHTS 200,000
    Total .................................bullet 3a 1,525,000
    bApproved for future payment
    DETROIT PUBLIC TELEVISION
    1 CLOVER COURT
    WIXOM,MI483932247     		NONE PUBLIC CHARITY SHIRLEE & BILL FOX FUND FOR LEADERSHIP & PUBLIC AFFAIRS 40,000
    FOCUS HOPE
    1355 OAKMAN BOULEVARD
    DETROIT,MI482382881     		NONE PUBLIC CHARITY ELEANOR JOSAITIS FUND 150,000
    THE HENRY FORD ESTATE FAIRLANE
    PO BOX 1367
    DEARBORN,MI48121     		NONE PUBLIC CHARITY PROGRAM SERVICES 2,400,000
    THE HENRY FORD
    20900 OAKWOOD BOULEVARD
    DEARBORN,MI481245029     		NONE PUBLIC CHARITY RACING IN AMERICA 210,000
    UNIVERSITY LIGGETT SCHOOL
    201 E KIRBY
    GROSSE POINTE WOODS,MI482362509     		NONE PUBLIC CHARITY UNIVERSITY LIGGETT MERIT SCHOLARSIHP PROGRAM 200,000
    WAYNE STATE UNIVERSITY LAW SCHOOL
    5475 WOODWARD AVE
    DETROIT,MI48202     		NONE PUBLIC CHARITY DAMON J. KEITH CENTER FOR CIVIL RIGHTS 120,000
    Total .................................bullet 3b 3,120,000
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 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....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 390,733  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     14 217,600  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 2,920,659  
    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).. 0 3,528,992 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    133,528,992
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    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 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
    2a
    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?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 52,300 23,535   26,150

    TY 2013 GeneralExplanationAttachment
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Identifier Return Reference Explanation
    SERVICES ACCEPTED FROM A DISQUALIFIED PERSON PART VII-B, QUESTION 1A(3) FORD ESTATES, LLC (2000 BRUSH ST., SUITE 440, DETROIT, MICHIGAN 48226-2251), 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 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 2013, THE HENRY FORD II FUND PAID $52,300 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 2013, HENRY FORD II FUND PAID $3,592 TO SAID ATTORNEYS FOR FEES (AND EXPENSES) FOR THE SERVICES REFERRED TO IN THIS PARAGRAPH.

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Name of Stock End of Year Book Value End of Year Fair Market Value
    725 SHS ACTUANT CORP-CL A 18,794 26,564
    204 SHS AFFILIATED MANAGERS GROUP 21,769 44,244
    200 SHS AIRGAS INC 12,281 22,370
    141 SHS ALLIANCE DATA SYSTEMS CORP 9,099 37,073
    2350 SHS ALTERA CORP 61,236 76,401
    375 SHS ANSYS INC 16,371 32,700
    385 SHS APTARGROUP INC 14,196 26,107
    99 SHS BUFFALO WILD WINGS INC 4,053 14,573
    475 SHS CABOT OIL & GAS CORP 0 0
    275 SHS CERNER CORP 8,704 15,329
    570 SHS CHURCH & DWIGHT CO INC 18,299 37,780
    335 SHS CITRIX SYS INC 19,573 21,189
    85 SHS CORE LABORATORIES N.V. 7,518 16,231
    600 SHS DICK'S SPORTING GOODS INC 14,997 34,860
    450 SHS DIGITAL REALTY TRUST 0 0
    575 SHS DOLLAR TREE STORES INC 33,345 32,442
    1025 SHS EAST WEST BANCORP INC 21,677 35,844
    485 SHS FASTENAL CO 11,327 23,042
    700 SHS GREENHILL & CO INC 30,624 40,558
    450 SHS HUNT (JB) TRANSPORT SERVICES, INC 15,125 34,785
    625 SHS INVESCO LTD 12,648 22,750
    275 SHS JOY GLOBAL INC 0 0
    375 SHS MANPOWER INC 16,589 32,198
    525 SHS MCCORMICK & CO 23,358 36,183
    375 SHS MICROCHIP TECHNOLOGY INC 8,593 16,781
    272 SHS O'REILLY AUTOMOTIVE INC 10,425 35,009
    370 SHS OCEANEERING INTERNATIONAL 10,498 29,186
    187 SHS PERRIGO CO 28,462 28,697
    350 SHS PLANTRONICS INC 0 0
    600 SHS PLEXUS CORP 0 0
    575 SHS RIVERBED TECHNOLOGY INC 0 0
    300 SHS ROCKWELL AUTOMATION INC 21,512 35,448
    184 SHS ROPER INDS INC NEW 9,589 25,517
    325 SHS STERICYCLE INC 21,137 37,755
    450 SHS TERADATA COPR 23,815 20,471
    340 SHS TRACTOR SUPPLY COMPANY 4,495 26,377
    975 SHS TRIMBLE NAVIGATION LTD 20,650 33,832
    259 SHS ULTA SALON COSMETICS & FRAGRANCE, INC 0 0
    400 SHS UNDER ARMOUR INC CLASS A 9,468 34,920
    675 SHS URBAN OUTFITTERS INC 22,183 25,042
    350 SHS WABCO HOLDINGS INC 12,728 32,694
    255 SHS WATSCO INC 12,811 24,495
    550 SHS WHITING PETROLEUM CORP 28,127 34,028
    400 SHS ZEBRA TECHNOLOGIES CORP-CL A 0 0
    850 SHS ICON PLC 20,051 34,354
    723 SHS INTERCONTINENTAL CORP-CL A 0 0
    350 SHS 3M COMPANY 29,160 49,088
    2200 SHS AON CORPORATION 107,976 184,558
    300 SHS APACHE CORP 0 0
    1600 SHS BERKLEY W R 39,136 69,424
    3200 SHS COCA COLA CO 91,548 132,192
    2500 SHS COMCAST CORP SPECIAL CLASS A 39,600 124,700
    3275 SHS ECOLAB INC 226,140 341,484
    1400 SHS FIDELITY NATIONAL INFORMATION SERVICES INC 33,208 75,152
    415 SHS GOLDMAN SACHS GROUP INC 45,161 73,563
    130 SHS GOOGLE INC-CL A 70,067 145,692
    300 SHS LIBERTY GLOBAL INC CL A 6,969 26,700
    2000 SHS LIBERTY GLOBAL INC CL C 43,955 168,640
    1200 SHS LOEWS CORP 38,709 57,888
    300 SHS MCDONALDS CORP 0 0
    6715 SHS MICROSOFT CORP 199,188 251,208
    1225 SHS NEWS CORP CL A 7,607 22,074
    2200 SHS NOBLE ENERGY 87,537 149,842
    7200 SHS ORACLE CORPORATION 213,940 275,472
    1200 SHS PEPSICO INC 78,139 99,528
    1000 SHS PRAXAIR INC 80,259 130,030
    700 SHS THERMO FISHER SCIENTIFIC INC 33,337 77,945
    1700 SHS UNITEDHEALTH GROUP INC 52,636 128,010
    1800 SHS WAL MART STORES INC 97,329 141,642
    1200 SHS NESTLE SA REP RG SH ADR 58,159 88,109
    680 SHS FORD COMMON 49 10,492
    300 SHS ACUITY BRANDS INC 17,838 32,796
    521 SHS CATAMARAN CORP 25,627 24,738
    98 SHS F5 NETWORKS INC. 0 0
    350 SHS FLUOR CORP 20,348 28,102
    650 SHS HMS HOLDINGS CORP 0 0
    400 SHS ILLUMINA INC 15,575 44,236
    1000 SHS LKQ CORP 20,864 32,900
    152 SHS POLARIS INDUSTRIES INC 12,885 22,137
    264 SHS PVH CORP. 28,058 35,909
    800 SHS SKYWORKS SOLUTIONS INC 20,078 22,848
    300 SHS TIFFANY & CO NEW COM 19,595 27,834
    2150 SHS BERKSHIRE HATHAWAY INC CL B 172,551 254,904
    3200 SHS MONDELEZ INTERNATIONAL INC 68,969 112,960
    4300 SHS MORGAN STANLEY 57,902 134,848
    4000 SHS 21ST CENTURY FOX CLASS A 47,264 140,680
    650 SHS ACADIA HEALTHCARE COMPANY INC 22,362 30,764
    150 SHS ALEXION PHARMACEUTICALS INC 13,822 19,933
    400 SHS ANADARKO PETE CORP 31,528 31,728
    100 SHS ASKMEKNOW INC 0 0
    125 SHS ATMOSPHERIC GLOW 0 0
    2100 SHS BED BATH & BEYOND INC 142,527 168,630
    1475 SHS CARDINAL HEALTH INC 68,230 98,545
    2500 SHS COMCAST CORP CL A 105,223 129,913
    200 SHS CONCUR TECHNOLOGIES INC 13,717 20,636
    1200 SHS CONSTELLATION BRANDS INC - A 51,936 84,456
    1700 SHS DISH NETWORK CORPORATION 63,842 98,464
    147 EDWARDS LIFESCIENCES CORP 13,544 9,667
    3700 SHS EXPEDITORS INTL INC 142,453 163,725
    700 SHS FORTINET INC 14,833 13,391
    800 SHS FORTUNE BRANDS HOME & SECURITY INC 30,531 36,560
    625 SHS FRESH MARKET INC 26,499 25,312
    1 SH MONOGENESIS CORP 0 0
    3400 SHS NIKE INC CL B 217,290 267,376
    4375 SHS PAYCHEX INC 160,674 199,194
    6675 SHS PROGRESSIVE CORP 167,008 182,027
    475 SHS QLIKTECH 15,911 12,649
    175 SHS REGAL BELOIT CORP 13,930 12,901
    825 SHS SOUTHWESTERN ENERGY CO 31,743 32,447
    111 SHS ULTIMATE SOFTWARE GROUP INC 15,364 17,007
    74 SHS THE MIDDELBY CORP 16,512 17,740
    525 UNITED PARCEL SERVICE CL B 45,187 55,167
    550 SHS WATERS CORP 54,274 55,000
    4225 SHS WELLS FARGO & CO 174,328 191,815
    179 SHS INTERCONTINENTAL HOTELS GROUP PLC NEW 3,919 5,984

    TY 2013 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
    21973.238 SHS VANGUARD 500 INDEX FUND SIGNAL AT COST 0 0
    379805.578 SHS PIMCO TOTAL RETURN FD INST CLASS AT COST 3,753,119 4,060,122
    32535 SHS ISHARES MSCI EAFE INDEX FUND AT COST 0 0
    149948.47 SHS LAUDUS MONDRIAN EMERGING MARKETS INTL AT COST 1,376,193 1,304,552
    249820 SHS IRIDIAN PRIVATE BUSIN VALUE EQ FD LP AT COST 1,891,985 3,743,271
    94347.65 SHS SPRUCEGROVE DELAWARE TRUST INTL FUND AT COST 3,494,510 4,603,194
    87681.2514 SHS MONDRIAN INTERNATIONAL FIXED INCOME FUND AT COST 0 0
    174672.559 SHS WELLINGTON GLOBAL NATURAL RESOURCES CTF AT COST 0 0
    100 UNITS CHILTON GLOBAL NATL RES INTL II BVI LTD AT COST 0 0
    BRUSH STREET H FUND, LLC (2.1123394% INTEREST) AT COST 6,033,846 6,510,671
    242571.83 SHS PIMCO UNCONSTRAINED BOND FD INSTL AT COST 2,805,073 2,690,122
    190721.129 SHS PIMCO ALL ASSET ALL AUTHORITY FUND INSTL AT COST 2,087,390 1,888,139
    114763.401 SHS MANNING & NAPIER OVERSEAS AT COST 2,889,199 3,019,425

    TY 2013 LegalFeesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 3,592 1,796   1,796


    TY 2013 OtherExpensesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MICHIGAN ANNUAL REPORT 20 0   20


    TY 2013 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: IRIDIAN PRIVATE BUSINESS VALUE EQUITY, LP 11,865 11,865 11,865
    FROM K-1: BRUSH STREET H FUND, LLC 111,515 94,735 111,515
    FROM K-1: SPRUCEGROVE US INTL INVESTMENT FUND 89,259 89,259 89,259
    FROM K-1: WTC GLOBAL NATURAL RESOURCES PORTFOLIO 4,961 4,961 4,961


    TY 2013 OtherLiabilitiesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Description Beginning of Year - Book Value End of Year - Book Value
    FEDERAL EXCISE TAX PAYABLE 0 3,017
    UNRELATED BUSINESS TAX PAYABLE 0 3,578


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES (MCDONALD) 5,892 5,892   0
    INVESTMENT FEES (CAMA) 5,269 5,269   0
    INVESTMENT FEES (EAGLE) 27,213 27,213   0
    INVESTMENT FEES (BAIRD) 6,852 6,852   0


    TY 2013 TaxesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 33,982 0   0
    FOREIGN TAX (ICIA) 6,904 6,904   0
    FOREIGN TAX (EAGLE) 389 389   0
    FOREIGN TAX (BAIRD) 30 30   0
    UNRELATED BUSINESS TAX 6,578 0   0
    UNRELATED BUSINESS TAX PENALTY 3 0   0