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.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
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$34,509,774J 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
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 517,705 517,705  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,099,519
b Gross sales price for all assets on line 6a 7,554,795
7 Capital gain net income (from Part IV, line 2)... 3,053,420
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 240,092 221,599  
12 Total. Add lines 1 through 11........ 3,857,316 3,792,724  
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 2,727 1,363   1,364
b Accounting fees (attach schedule)....... Click to see attachment 44,450 20,002   22,225
c Other professional fees (attach schedule).... Click to see attachment 66,952 66,952   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 54,871 9,640   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.......... 169,020 97,957   23,609
25 Contributions, gifts, grants paid........ 1,670,000 1,670,000
26 Total expenses and disbursements. Add lines 24 and 25 1,839,020 97,957   1,693,609
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 2,018,296
b Net investment income (if negative, enter -0-) 3,694,767
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
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.......... 368,222 326,972 326,972
3 Accounts receivable bullet6,196
Less: allowance for doubtful accounts bullet   13,955 6,196 6,196
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)........ 4,520,677 Click to see attachment4,227,381 6,326,752
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)........... 24,331,315 Click to see attachment26,687,513 27,840,066
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment9,788 Click to see attachment9,788
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 29,234,169 31,257,850 34,509,774
Liabilities 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 bullet) Click to see attachment6,595 Click to see attachment11,980
23 Total liabilities (add lines 17 through 22).......... 6,595 11,980
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......... 47,685,439 50,784,958
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds -18,457,865 -19,539,088
30 Total net assets or fund balances (see instructions)...... 29,227,574 31,245,870
31 Total liabilities and net assets/fund balances (see instructions).. 29,234,169 31,257,850
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 29,227,574
2 Enter amount from Part I, line 27a..................... 2 2,018,296
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 31,245,870
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 31,245,870
Form 990-PF (2014)
Form 990-PF (2014)
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 CHILTON GLOBAL NATURAL RESOURCES INTERNATIONAL II (BVI) LTD. P    
e 10467.11 SHS SPRUCEGROVE US INTL INVESTMENT FUND P    
528.24 SHS SPRUCEGROVE US INTL INVESTMENT FUND P    
COMERICA BANK (BAIRD) - PUBLICLY TRADED SECURITIES P    
COMERICA BANK (EAGLE) - PUBLICLY TRADED SECURITIES P    
COMERICA BANK (MCD) - PUBLICLY TRADED SECURITIES P    
COMERICA BANK (ICIA) - PUBLICLY TRADED SECURITIES 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       286,991
b       929,119
c       289,854
d       33,264
e 500,000   418,842 81,158
26,159   21,138 5,021
886,694   695,460 191,234
1,367,774   766,275 601,499
118,891   88,549 30,342
4,438,233   4,050,339 387,894
217,044     217,044
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       286,991
b       929,119
c       289,854
d       33,264
e       81,158
      5,021
      191,234
      601,499
      30,342
      387,894
      217,044
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 3,053,420
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 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))
2013 1,518,984 35,025,081 0.043368
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
2 Total of line 1, column (d) ...................... 2 0.194714
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 0.038943
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 35,392,474
5 Multiply line 4 by line 3....................... 5 1,378,289
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 36,948
7 Add lines 5 and 6......................... 7 1,415,237
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,693,609
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 (2014)
Form 990-PF (2014)
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 36,948
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 36,948
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 36,948
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 24,983
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 26,000
d Backup withholding erroneously withheld ........... 6d 126
7 Total credits and payments. Add lines 6a through 6d.............. 7 51,109
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 14,161
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet14,161 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 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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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 2014, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    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 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 2014?.............
    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 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    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 2014 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 2014.)....................
    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 2014?
    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 4945(d)(4)(A)? (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 (2014)
    Form 990-PF (2014)
    Page 7
    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 (2014)
    Form 990-PF (2014)
    Page 8
    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 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
    19,443,315
    b
    Average of monthly cash balances.......................
    1b
    751,135
    c
    Fair market value of all other assets (see instructions)................
    1c
    15,736,996
    d
    Total (add lines 1a, b, and c).........................
    1d
    35,931,446
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    35,931,446
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    538,972
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    35,392,474
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,769,624
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,769,624
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    36,948
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
    8,197
    c
    Add lines 2a and 2b............................
    2c
    45,145
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,724,479
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,724,479
    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
    1,724,479
    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
    1,693,609
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    1,693,609
    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
    36,948
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,656,661
    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 (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 1,724,479
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 1,650,792
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 1,693,609
    a Applied to 2013, but not more than line 2a 1,650,792
    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 2014 distributable amount..... 42,817
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2014. 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 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		1,681,662
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014....  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2014, 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) 2014 (b) 2013 (c) 2012 (d) 2011
             
    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 (2014)
    Form 990-PF (2014)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    CATCH
    3011 W GRAND BLVD
    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 15,000
    DETROIT SYMPHONY ORCHESTRA
    3711 WOODWARD AVENUE
    DETROIT,MI48201     		NONE PUBLIC CHARITY PROGRAM SERVICES 5,000
    DETROIT ZOOLOGICAL SOCIETY
    8450 WEST 10 MILE ROAD
    ROYAL OAK,MI48067     		NONE PUBLIC CHARITY ANNUAL FUND 10,000
    FOCUS HOPE
    1355 OAKMAN BOULEVARD
    DETROIT,MI482382881     		NONE PUBLIC CHARITY ELEANOR M. JOSAITIS FUND 50,000
    FORGOTTEN HARVEST
    21800 GREENFIELD ROAD
    OAK PARK,MI48237     		NONE PUBLIC CHARITY PROGRAM SERVICES 10,000
    GROSSE POINTE MEMORIAL CHURCH
    16 LAKE SHORE DRIVE
    GROSSE POINTE FARMS,MI482363783     		NONE PUBLIC CHARITY ANNUAL GIVING 20,000
    MOSAIC YOUTH THEATER OF DETROIT
    2251 ANTIETAM AVENUE
    DETROIT,MI48207     		NONE PUBLIC CHARITY PROGRAM SERVICES 10,000
    NATIONAL CENTER FOR LEARNING DISABILITIES INC
    381 PARK AVE SOUTH STE 1401
    NEW YORK,NY10016     		NONE PUBLIC CHARITY PROGRAM SERVICES 50,000
    NEW YORK PRESBYTERIAN FUND INC
    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 HENRY FORD ESTATE FAIRLANE
    PO BOX 1367
    DEARBORN,MI48121     		NONE PUBLIC CHARITY PROGRAM SERVICES 900,000
    THE HENRY FORD
    20900 OAKWOOD BOULEVARD
    DEARBORN,MI481245029     		NONE PUBLIC CHARITY RACING IN AMERICA 210,000
    UNIVERSITY LIGGETT SCHOOL
    1045 COOK ROAD
    GROSSE POINTE WOODS,MI482362509     		NONE PUBLIC CHARITY UNIVERSITY LIGGETT MERIT SCHOLARSIHP PROGRAM 100,000
    WAYNE STATE UNIVERSITY
    5475 WOODWARD AVE
    DETROIT,MI48202     		NONE PUBLIC CHARITY DAMON J. KEITH CENTER FOR CIVIL RIGHTS 200,000
    Total .................................bullet 3a 1,670,000
    bApproved for future payment
    DETROIT PUBLIC TELEVISION
    1 CLOVER COURT
    WIXOM,MI483932247     		NONE PUBLIC CHARITY SHIRLEE & BILL FOX FUND FOR LEADERSHIP & PUBLIC AFFAIRS 30,000
    FOCUS HOPE
    1355 OAKMAN BOULEVARD
    DETROIT,MI482382881     		NONE PUBLIC CHARITY ELEANOR JOSAITIS FUND 100,000
    THE EMPOWERMENT PLAN
    1401 VERMONT ST
    DETROIT,MI48216     		NONE PUBLIC CHARITY PROGRAM SERVICES 50,000
    THE HENRY FORD ESTATE FAIRLANE
    PO BOX 1367
    DEARBORN,MI48121     		NONE PUBLIC CHARITY PROGRAM SERVICES 1,500,000
    UNIVERSITY LIGGETT SCHOOL
    201 E KIRBY
    GROSSE POINTE WOODS,MI482362509     		NONE PUBLIC CHARITY UNIVERSITY LIGGETT MERIT SCHOLARSIHP PROGRAM 100,000
    Total .................................bullet 3b 1,780,000
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    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....     14 517,705  
    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.....     14 240,092  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 3,099,519  
    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 3,857,316 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    133,857,316
    (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 (2014)
    Form 990-PF (2014)
    Page 13
    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) 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 (2014)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2014 AccountingFeesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 44,450 20,002   22,225

    TY 2014 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 2014, THE HENRY FORD II FUND PAID $44,450 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 2014, HENRY FORD II FUND PAID $2,727 TO SAID ATTORNEYS FOR FEES (AND EXPENSES) FOR THE SERVICES REFERRED TO IN THIS PARAGRAPH.

    TY 2014 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 0 0
    167 SHS AFFILIATED MANAGERS GROUP 15,895 35,444
    201 SHS AIRGAS INC 12,383 23,151
    115 SHS ALLIANCE DATA SYSTEMS CORP 9,094 32,896
    1400 SHS ALTERA CORP 31,650 51,716
    197 SHS ANSYS INC 8,600 16,154
    385 SHS APTARGROUP INC 0 0
    153 SHS BUFFALO WILD WINGS INC 11,539 27,598
    461 SHS CERNER CORP 19,527 29,808
    374 SHS CHURCH & DWIGHT CO INC 11,229 29,475
    335 SHS CITRIX SYS INC 0 0
    69 SHS CORE LABORATORIES N.V. 6,103 8,303
    485 SHS DICK'S SPORTING GOODS INC 12,008 24,080
    212 SHS DOLLAR TREE STORES INC 11,541 14,921
    678 SHS EAST WEST BANCORP INC 12,362 26,245
    509 SHS FASTENAL CO 12,498 24,208
    561 SHS GREENHILL & CO INC 23,077 24,460
    358 SHS HUNT (JB) TRANSPORT SERVICES, INC 12,033 30,161
    314 SHS INVESCO LTD 5,807 12,409
    375 SHS MANPOWER INC 0 0
    420 SHS MCCORMICK & CO 16,088 31,206
    375 SHS MICROCHIP TECHNOLOGY INC 0 0
    193 SHS O'REILLY AUTOMOTIVE INC 7,397 37,176
    378 SHS OCEANEERING INTERNATIONAL 12,109 22,230
    189 SHS PERRIGO CO 28,369 31,593
    131 SHS ROCKWELL AUTOMATION INC 8,983 14,567
    184 SHS ROPER INDS INC NEW 0 0
    266 SHS STERICYCLE INC 15,611 34,867
    450 SHS TERADATA COPR 0 0
    413 SHS TRACTOR SUPPLY COMPANY 8,713 32,553
    780 SHS TRIMBLE NAVIGATION LTD 15,298 20,701
    299 SHS UNDER ARMOUR INC CLASS A 2,278 20,302
    726 SHS URBAN OUTFITTERS INC 23,781 25,504
    278 SHS WABCO HOLDINGS INC 10,109 29,129
    241 SHS WATSCO INC 12,073 25,787
    292 SHS WHITING PETROLEUM CORP 13,967 9,636
    321 SHS ICON PLC ADR 7,270 16,368
    275 SHS 3M COMPANY 22,911 45,188
    1800 SHS AON CORPORATION 88,344 170,694
    1250 SHS BERKLEY W R 25,071 52,541
    2500 SHS COCA COLA CO 71,290 105,550
    550 SHS COMCAST CORP SPECIAL CLASS A 8,069 31,661
    1025 SHS ECOLAB INC 45,881 107,133
    1400 SHS FIDELITY NATIONAL INFORMATION SERVICES INC 0 0
    415 SHS GOLDMAN SACHS GROUP INC 45,161 80,439
    90 SHS GOOGLE INC-CL A 23,639 47,759
    300 SHS LIBERTY GLOBAL INC CL A 0 0
    4300 SHS LIBERTY GLOBAL PLC SHS CL C 47,388 207,733
    1200 SHS LOEWS CORP 0 0
    3350 SHS MICROSOFT CORP 94,291 155,607
    1225 SHS NEWS CORP CL A 0 0
    1700 SHS NOBLE ENERGY 64,463 80,631
    5175 SHS ORACLE CORPORATION 147,743 232,720
    900 SHS PEPSICO INC 58,360 85,104
    550 SHS PRAXAIR INC 43,854 71,258
    500 SHS THERMO FISHER SCIENTIFIC INC 23,597 62,645
    1225 SHS UNITEDHEALTH GROUP INC 37,910 123,835
    525 SHS WAL MART STORES INC 28,270 45,087
    1200 SHS NESTLE SA REP RG SH ADR 58,159 88,099
    680 SHS FORD COMMON 49 10,540
    241 SHS ACUITY BRANDS INC 14,130 33,757
    521 SHS CATAMARAN CORP 0 0
    350 SHS FLUOR CORP 0 0
    100 SHS ILLUMINA INC 3,248 18,458
    983 SHS LKQ CORP 20,468 27,642
    187 SHS POLARIS INDUSTRIES INC 17,978 28,282
    223 SHS PVH CORP. 23,246 28,582
    289 SHS SKYWORKS SOLUTIONS INC 5,959 21,013
    304 SHS TIFFANY & CO NEW COM 21,276 32,485
    1250 SHS BERKSHIRE HATHAWAY INC CL B 99,225 187,687
    2700 SHS MONDELEZ INTERNATIONAL INC 55,940 98,077
    2525 SHS MORGAN STANLEY 33,096 97,970
    4100 SHS 21ST CENTURY FOX CLASS A 126,620 151,249
    524 SHS ACADIA HEALTHCARE COMPANY INC 17,433 32,074
    150 SHS ALEXION PHARMACEUTICALS INC 0 0
    400 SHS ANADARKO PETE CORP 31,528 33,000
    2100 SHS BED BATH & BEYOND INC 142,527 159,957
    1475 SHS CARDINAL HEALTH INC 68,230 119,077
    2500 SHS COMCAST CORP CL A 105,223 145,025
    200 SHS CONCUR TECHNOLOGIES INC 0 0
    550 SHS CONSTELLATION BRANDS INC - A 23,804 53,993
    1000 SHS DISH NETWORK CORPORATION 39,896 72,890
    147 SHS EDWARDS LIFESCIENCES CORP 0 0
    3925 SHS EXPEDITORS INTL INC 151,226 175,094
    700 SHS FORTINET INC 0 0
    800 SHS FORTUNE BRANDS HOME & SECURITY INC 0 0
    625 SHS FRESH MARKET INC 0 0
    3125 SHS NIKE INC CL B 199,589 300,469
    4375 SHS PAYCHEX INC 160,674 201,994
    6675 SHS PROGRESSIVE CORP 167,008 180,158
    475 SHS QLIKTECH 0 0
    175 SHS REGAL BELOIT CORP 0 0
    825 SHS SOUTHWESTERN ENERGY CO 0 0
    111 SHS ULTIMATE SOFTWARE GROUP INC 0 0
    74 SHS THE MIDDELBY CORP 0 0
    525 SHS UNITED PARCEL SERVICE CL B 45,187 58,364
    325 SHS WATERS CORP 32,050 36,634
    4225 SHS WELLS FARGO & CO 174,328 231,614
    179 SHS INTERCONTINENTAL HOTELS GROUP PLC NEW 0 0
    1 SH MONOGENESIS CORP 0 0
    100 SHS AMAZON COM INC 28,847 31,035
    3075 SHS CITIGROUP INC 145,474 166,388
    900 SHS DISCOVERY COMMUNICATIONS - A 30,345 31,005
    90 SHS GOOGLE INC-CL C 23,579 47,376
    500 SHS JPMORGAN CHASE & CO. 30,669 31,290
    575 SHS VALEANT PHARMACEUTICALS INTL (NEW) 75,201 82,288
    127 SHS CONCHO RESOURCES INC 14,092 12,668
    441 SHS ENVESTNET INC 20,243 21,671
    729 SHS ENVISION HEALTHCARE HOLDINGS INC 25,786 25,289
    207 SHS FISERV INC 14,785 14,691
    1087 SHS FORTINET INC 23,496 33,327
    657 SHS FORTUNE BRANDS HOME & SECURITY INC 24,856 29,742
    501 SHS FRESH MARKET INC, THE 21,022 20,641
    282 SHS GARTNER INC 20,027 23,747
    574 SHS GLOBUS MEDICAL INC 13,923 13,644
    785 SHS HOMEAWAY INC 25,784 23,377
    1832 SHS INTEGRATED DEVICE TECH INC 29,103 35,907
    344 SHS MEAD JOHNSON NUTRITION CO 31,062 34,586
    558 SHS PANDORA MEDIA INC 15,746 9,949
    139 SHS REGAL BELOIT CORP 11,044 10,453
    160 SHS ROSS STORES INC 14,533 15,082
    237 SHS SERVICENOW INC 14,693 16,080
    857 SHS SOUTHWESTERN ENERGY CO 31,689 23,388
    247 SHS STRATASYS LTD 29,173 20,528
    300 SHS THE MIDDELBY CORP 23,011 29,730
    514 SHS TRINITY INDUSTRIES 16,154 14,397
    166 SHS ULTIMATE SOFTWARE GROUP INC 23,644 24,371
    194 SHS UNITED RENTALS 22,444 19,790
    1975 SHS ECOLAB INC 167,841 206,427
    3025 FASTENOL CO 132,797 143,869
    465 SHS MICROSOFT CORP 14,587 21,599

    TY 2014 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
    379805.578 SHS PIMCO TOTAL RETURN FD INST CLASS AT COST 0 0
    207069.203 SHS LAUDUS MONDRIAN INSTL EMERGING MARKETS AT COST 1,886,099 1,656,554
    249820 SHS IRIDIAN PRIVATE BUSIN VALUE EQ FD LP AT COST 2,827,670 4,243,035
    94347.65 SHS SPRUCEGROVE DELAWARE TRUST INTL FUND AT COST 3,446,432 3,935,554
    BRUSH STREET H FUND, LLC (2.1123394% INTEREST) AT COST 7,024,574 7,372,087
    224334.098 SHS PIMCO UNCONSTRAINED BOND FD INSTL AT COST 2,588,116 2,508,055
    201951.645 SHS PIMCO ALL ASSET ALL AUTHORITY FUND INSTL AT COST 2,193,950 1,843,819
    126784.853 SHS MANNING & NAPIER OVERSEAS AT COST 3,136,721 2,739,821
    256976.828 SHS DODGE & COX INCOME FUND AT COST 3,583,951 3,541,141

    TY 2014 LegalFeesSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 2,727 1,363   1,364


    TY 2014 OtherAssetsSchedule
    Name:
    THE HENRY FORD II FUND
    EIN: 38-6066332
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    UNRELATED BUSINESS TAX RECEIVABLE 0 9,788 9,788


    TY 2014 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 2014 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 6,566 6,566 6,566
    FROM K-1: BRUSH STREET H FUND, LLC 157,638 139,145 157,638
    FROM K-1: SPRUCEGROVE US INTL INVESTMENT FUND 75,888 75,888 75,888


    TY 2014 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 3,017 11,965
    UNRELATED BUSINESS TAX PAYABLE 3,578 15


    TY 2014 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) 15,695 15,695   0
    INVESTMENT FEES (CAMA) 10,439 10,439   0
    INVESTMENT FEES (EAGLE) 28,576 28,576   0
    INVESTMENT FEES (BAIRD) 8,292 8,292   0
    INVESTMENT FEES (CAMBRIDGE) 3,950 3,950   0


    TY 2014 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 36,948 0   0
    FOREIGN TAX (ICIA) 9,171 9,171   0
    FOREIGN TAX (EAGLE) 435 435   0
    FOREIGN TAX (BAIRD) 34 34   0
    UNRELATED BUSINESS TAX 8,197 0   0
    UNRELATED BUSINESS TAX PENALTY & INTEREST (PY) 86 0   0