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
VIVIAN L SMITH FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)1900 WEST LOOP SOUTH NO 1050   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
HOUSTON, TX770273207
A Employer identification number

76-0101380
B Telephone number (see instructions)

(713) 986-8030
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$86,652,764J 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 9 9  
4 Dividends and interest from securities...... 2,084,721 2,084,721  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,961,795
b Gross sales price for all assets on line 6a 17,088,370
7 Capital gain net income (from Part IV, line 2)... 3,961,795
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 21,467 21,467  
12 Total. Add lines 1 through 11........ 6,067,992 6,067,992  
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).........        
b Accounting fees (attach schedule)....... Click to see attachment 11,800 5,900   5,900
c Other professional fees (attach schedule).... Click to see attachment 562,433 512,433   50,000
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 214,130 49,130   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 6,517 4,745   1,772
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 794,880 572,208   57,672
25 Contributions, gifts, grants paid........ 4,125,000 4,125,000
26 Total expenses and disbursements. Add lines 24 and 25 4,919,880 572,208   4,182,672
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,148,112
b Net investment income (if negative, enter -0-) 5,495,784
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............... 5,339 5,286 5,286
2 Savings and temporary cash investments.......... 5,798 5,023 5,023
3 Accounts receivable bullet12,760
Less: allowance for doubtful accounts bullet     12,760 12,760
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) 4,889,337 Click to see attachment5,525,868 4,830,795
b Investments—corporate stock (attach schedule)........ 42,561,651 Click to see attachment51,396,995 62,673,814
c Investments—corporate bonds (attach schedule)........ 16,627,539 Click to see attachment8,474,782 9,039,276
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 8,976,599 Click to see attachment8,793,661 10,085,810
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) 73,066,263 74,214,375 86,652,764
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)    
23 Total liabilities (add lines 17 through 22).......... 0 0
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......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 73,066,263 74,214,375
30 Total net assets or fund balances (see instructions)...... 73,066,263 74,214,375
31 Total liabilities and net assets/fund balances (see instructions).. 73,066,263 74,214,375
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 73,066,263
2 Enter amount from Part I, line 27a..................... 2 1,148,112
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 74,214,375
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 74,214,375
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 PUBLICLY TRADED SECURITIES P    
b PASSTHROUGH K-1 CAPITAL GAIN P   2014-12-31
c CAPITAL GAINS DISTRIBUTIONS P    
d CAPITAL GAINS DIVIDENDS P    
e
(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 15,536,408   13,126,575 2,409,833
b 690,508     690,508
c 861,339     861,339
d 115     115
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       2,409,833
b       690,508
c       861,339
d       115
e
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 3,961,795
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 3,946,699 86,137,956 0.045818
2012 3,971,247 80,113,173 0.049570
2011 3,734,678 81,291,432 0.045942
2010 3,369,172 76,093,496 0.044277
2009 4,165,552 69,415,189 0.060009
2 Total of line 1, column (d) ...................... 2 0.245616
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 0.049123
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 88,160,761
5 Multiply line 4 by line 3....................... 5 4,330,721
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 54,958
7 Add lines 5 and 6......................... 7 4,385,679
8 Enter qualifying distributions from Part XII, line 4.............. 8 4,182,672
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 1 109,916
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........................... 3 109,916
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- ..... 5 109,916
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 148,193
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 148,193
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 38,277
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet38,277 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
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
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)
    bulletTX
    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 ofbulletR E SMITH INTERESTS INC Telephone no.bullet (713) 986-8030
    Located atbullet1900 WEST LOOP SOUTH 1050HOUSTONTX ZIP+4bullet770273207
    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
    RICHARD H SKINNER TRUSTEE
    2.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    SUZANNE R BENSON PRESIDENT/TRUSTEE
    2.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    SANDRA SMITH DOMPIER TRUSTEE
    1.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    H DEVON GRAHAM JR VICE PRESIDENT
    8.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    AMY M MECKEL SEC/TREA
    10.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    CYNTHIA J ADKINS TRUSTEE
    2.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    RANSOM C LUMMIS TRUSTEE
    2.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    KIRBY COHN MCCOOL TRUSTEE
    2.00     		0 0 0
    1900 WEST LOOP SOUTH STE 1050
    HOUSTON,TX77027
    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
    SILCHESTER INTERNATIONAL INVESTORS INVESTMENT MANAGEMENT 81,109
    780 THIRD AVE 42ND FLOOR
    NEW YORK,NY10017
    FAYEZ SAROFIM & CO INVESTMENT MANAGEMENT 76,989
    PO BOX 973701
    DALLAS,TX75397
    THE MITCHELL GROUP INVESTMENT MANAGEMENT 64,799
    1100 LOUISIANA SUITE 5000
    HOUSTON,TX77002
    LOWERY ASSET CONSULTING LLC INVESTMENT MANAGEMENT 53,744
    20 NORTH WACKER DR STE 1475
    CHICAGO,IL60606
    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 N/A 0
    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
    77,932,037
    b
    Average of monthly cash balances.......................
    1b
    1,472,704
    c
    Fair market value of all other assets (see instructions)................
    1c
    10,098,570
    d
    Total (add lines 1a, b, and c).........................
    1d
    89,503,311
    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
    89,503,311
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,342,550
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    88,160,761
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    4,408,038
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    4,408,038
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    109,916
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    109,916
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    4,298,122
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    4,298,122
    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
    4,298,122
    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
    4,182,672
    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
    4,182,672
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    4,182,672
    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 4,298,122
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 4,109,266
    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$ 4,182,672
    a Applied to 2013, but not more than line 2a 4,109,266
    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..... 73,406
    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 ..........     		4,224,716
    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:
    AMY MECKEL VIVIAN L SMITH FOUNDATIO
    1900 WEST LOOP SOUTH SUITE 1050
    HOUSTON,TX770273207
    (713) 986-8030
    bThe form in which applications should be submitted and information and materials they should include:
    NO SPECIFIC FORM REQUIRED. APPLICANTS MUST SPECIFY PURPOSE AND INCLUDE PROOF THAT THEY ARE QUALIFYING SEC 509(A)(1),(2) OR (3) ORGANIZATIONS.
    cAny submission deadlines:
    GRANTS MUST BE SUBMITTED BY FEB 15,MAY 15,AUG 15,AND OCT 25 PRECEDING THE QUARTERLY MEETINGS.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOUNDATION DOES NOT MAKE GRANTS TO INDIVIDUALS. ALL RECEIPIENTS MUST BE QUALIFYING SEC 509(A)(1),(2), OR (3) ORGANIZATIONS. THERE ARE NO RESTRICTIONS TO GEOGRAPHICAL AREAS OR CHARITABLE FIELDS.
    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
    AMAZING PLACE INC
    3735 DREXEL DR
    HOUSTON,TX77027     		N/A PC GENERAL SUPPORT 25,000
    THE CENTER FOUNDATION
    3550 WEST DALLAS ST
    HOUSTON,TX77019     		N/A PC GENERAL SUPPORT 50,000
    ARCHWAY ACADEMY
    6221 MAIN ST
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 10,000
    CHISHOLM TRAIL HERITAGE MUSEUM
    307 N ESPLANADE ST
    CUERO,TX77954     		N/A PC GENERAL SUPPORT 5,000
    BAYLOR COLLEGE OF MEDICINE
    ONE BAYLOR PLAZA BCM160
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 135,000
    COVENANT HOUSE TEXAS
    1111 LOVETT BLVD
    HOUSTON,TX77006     		N/A PC GENERAL SUPPORT 15,000
    CROSSROADS SCHOOL INC
    5002 MORNINGSIDE DR
    HOUSTON,TX77005     		N/A PC GENERAL SUPPORT 10,000
    BO'S PLACE
    10050 BUFFALO SPEEDWAY
    HOUSTON,TX77054     		N/A PC GENERAL SUPPORT 15,000
    BOYS AND GIRLS COUNTRY
    18806 ROBERTS ROAD
    HOCKLEY,TX77447     		N/A PC GENERAL SUPPORT 10,000
    BREAKTHROUGH HOUSTON
    2401 CLAREMONT LANE
    HOUSTON,TX77019     		N/A PC GENERAL SUPPORT 25,000
    CAMP FOR ALL FOUNDATION
    10500 NW FREEWAY
    HOUSTON,TX77092     		N/A PC GENERAL SUPPORT 50,000
    CANCARE INC
    PO BOX 79362
    HOUSTON,TX77279     		N/A PC GENERAL SUPPORT 10,000
    CASA DE ESPERANZA DE LOS NINOS
    PO BOX 66581
    HOUSTON,TX77266     		N/A PC GENERAL SUPPORT 10,000
    GIRL SCOUTS OF SAN JACINTO COUNCIL
    3110 SOUTHWEST FREEWAY
    HOUSTON,TX77098     		N/A PC GENERAL SUPPORT 25,000
    CHILD ADVOCATES INC
    2401 PORTSMOUTH
    HOUSTON,TX77098     		N/A PC GENERAL SUPPORT 20,000
    CHILDREN'S DEFENSE FUND TEXAS
    5410 BELLAIRE BLVD 203
    BELLAIRE,TX77401     		N/A PC GENERAL SUPPORT 5,000
    CHILDREN'S MUSEUM OF HOUSTON
    1500 BINZ ST
    HOUSTON,TX77004     		N/A PC GENERAL SUPPORT 25,000
    CHILDREN'S ASSESSMENT CENTER FOUNDATION
    2500 BOLSOVER
    HOUSTON,TX77005     		N/A PC GENERAL SUPPORT 50,000
    CHRIST CHURCH CATHEDRAL
    1117 TEXAS ST
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 5,000
    SACRED HEART CATHOLIC CHURCH
    1111 ST JOSEPH PKWY
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 16,000
    COMMUNITIES IN SCHOOLS INC
    1235 N LOOP WEST STE 300
    HOUSTON,TX77008     		N/A PC GENERAL SUPPORT 100,000
    CORNERSTONE RECOVERY
    6699 PORTWEST DRIVE SUITE 140
    HOUSTON,TX77024     		N/A PC GENERAL SUPPORT 25,000
    CRIME STOPPERS OF HOUSTON INC
    PO BOX 541654
    HOUSTON,TX77254     		N/A PC GENERAL SUPPORT 25,000
    CYSTIC FIBROSIS FOUNDATION
    6931 ARLINGTON RD
    BETHESDA,MD20814     		N/A PC GENERAL SUPPORT 50,000
    DEPELCHIN CHILDREN'S CENTER
    4950 MEMORIAL DR
    HOUSTON,TX77007     		N/A PC GENERAL SUPPORT 15,000
    DEPRESSION AND BIPOLAR SUPPORT ALLIANCE
    PO BOX 27607
    HOUSTON,TX77227     		N/A PC GENERAL SUPPORT 10,000
    HOUSTON HABITAT FOR HUMANITY
    3750 N MCCARTY
    HOUSTON,TX77029     		N/A PC GENERAL SUPPORT 10,000
    EPILEPSEY FOUNDATION
    8301 PROFESSIONAL PLACE EAST
    LANDOVER,MD20785     		N/A PC GENERAL SUPPORT 15,000
    EPISCOPAL HIGH SCHOOL
    4650 BISSONET ST
    BELLAIRE,TX77401     		N/A PC GENERAL SUPPORT 1,000
    GATEWAY ACADEMY
    7310 BOWIE ST
    HOUSTON,TX77012     		N/A PC GENERAL SUPPORT 10,000
    GOOD SAMARITAN FOUNDATION
    5615 KIRBY DR STE 610
    HOUSTON,TX77005     		N/A PC GENERAL SUPPORT 50,000
    GOODWILL INDUSTRIES OF HOUSTON
    1140 WEST LOOP NORTH
    HOUSTON,TX77055     		N/A PC GENERAL SUPPORT 50,000
    HEALTHCARE FOR THE HOMELESS-HOUSTON
    PO BOX 66690
    HOUSTON,TX77266     		N/A PC GENERAL SUPPORT 5,000
    TEACH FOR AMERICA
    315 WEST 36TH STREET 7TH FLOOR
    NEW YORK,NY10018     		N/A PC GENERAL SUPPORT 50,000
    HERMANN PARK CONSERVANCY
    6201 A HERMANN PARK DRIVE
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 50,000
    HOUSTON ACHIEVEMENT PLACE
    245 W 17TH STREET
    HOUSTON,TX77008     		N/A PC GENERAL SUPPORT 10,000
    HOUSTON CENTER FOR LITERACY
    2401 PORTSMOUTH 230
    HOUSTON,TX77098     		N/A PC GENERAL SUPPORT 10,000
    HOUSTON FOOD BANK
    535 PORTWALL ST
    HOUSTON,TX77029     		N/A PC GENERAL SUPPORT 30,000
    HOUSTON HOSPICE
    1905 HOLCOMBE BLVD
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 100,000
    HOUSTON JUNIOR FORUM INC
    PO BOX 7941
    HOUSTON,TX77270     		N/A PC GENERAL SUPPORT 15,000
    HOUSTON SYMPHONY
    615 LOUISIANA SUITE 102
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 10,000
    HOUSTON ZOO INC
    1513 CAMBRIDGE STREET
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 200,000
    HSPVA FRIENDS
    4119 MONTROSE BLVD STE 210
    HOUSTON,TX77006     		N/A PC GENERAL SUPPORT 10,000
    HOUSTON AREA WOMENS CENTER
    1010 WAUGH DR
    HOUSTON,TX77019     		N/A PC GENERAL SUPPORT 15,000
    TEXAS MEDICAL CENTER LIBRARY
    1133 JOHN FREEMAN BLVD
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 50,000
    LORD OF THE STREETS EPISCOPAL CHURCH
    3401 FANNIN ST
    HOUSTON,TX77004     		N/A PC GENERAL SUPPORT 5,000
    JONES GRADUATE SCHOOL AT RICE UNIVERSITY
    6100 MAIN ST
    HOUSTON,TX77005     		N/A PC GENERAL SUPPORT 5,000
    JULIE ROGERS GIFT OF LIFE PROGRAM
    2390 DOWLEN RD
    BEAUMONT,TX77706     		N/A PC GENERAL SUPPORT 10,000
    KARL YOUNG BASEBALL (SUMMER BASEBALL LEAGUE INC)
    9977 W SAM HOUSTON PKWY 150
    HOUSTON,TX77064     		N/A PC GENERAL SUPPORT 10,000
    KELSEY RESEARCH FOUNDATION
    5615 KIRBY DR STE 660
    HOUSTON,TX77005     		N/A PC GENERAL SUPPORT 105,000
    KINKAID SCHOOL
    201 KINKAID SCHOOL DR
    HOUSTON,TX77024     		N/A PC GENERAL SUPPORT 5,000
    MAKE A WISH FOUNDATION
    4741 M 24TH STREET SUITE 400
    PHEONIX,AZ85016     		N/A PC GENERAL SUPPORT 15,000
    MATCH MIDTOWN ARTS THEATRE CENTER
    3400 MAIN ST
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 100,000
    MEMORIAL HERMANN FOUNDATION
    929 GESSNER SUITE 2650
    HOUSTON,TX77024     		N/A PC GENERAL SUPPORT 100,000
    MENIL FOUNDATION INC
    1519 BRANARD ST
    HOUSTON,TX77006     		N/A PC GENERAL SUPPORT 150,000
    MENNINGER CLINIC
    12301 MAIN STREET
    HOUSTON,TX77035     		N/A PC GENERAL SUPPORT 100,000
    METHODIST HOSPITAL FOUNDATION
    600 GRANT STREET
    GARY,IN46402     		N/A PC GENERAL SUPPORT 200,000
    MUSEUM OF FINE ARTS HOUSTON
    PO BOX 6826
    HOUSTON,TX77265     		N/A PC GENERAL SUPPORT 125,000
    NEIGHBORHOOD CENTERS INC
    PO BOX 271389
    HOUSTON,TX77277     		N/A PC GENERAL SUPPORT 50,000
    HOUSTON MUSEUM OF NATURAL SCIENCE
    5555 HERMANN PARK DRIVE
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 25,000
    NEW HOPE HOUSING INC
    1117 TEXAS AVE
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 25,000
    PALMER DRUG ABUSE PROGRAM
    THREE MEMORIAL CITY PLAZA
    HOUSTON,TX77024     		N/A PC GENERAL SUPPORT 15,000
    PROJECT GRAD HOUSTON
    3000 RICHMOND AVE
    HOUSTON,TX77098     		N/A PC GENERAL SUPPORT 50,000
    REGIS SCHOOL OF THE SACRED HEART
    7330 WESTVIEW DR
    HOUSTON,TX77055     		N/A PC GENERAL SUPPORT 30,000
    RISE SCHOOL OF HOUSTON
    5618 H MARK CROSSWELL JR ST
    HOUSTON,TX77021     		N/A PC GENERAL SUPPORT 25,000
    HOUSTON BALLET FOUNDATION
    601 PRESTON STREET
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 10,000
    SHRINERS HOSPITALS FOR CHILDREN
    PO BOX 31356
    TAMPA,FL33631     		N/A PC GENERAL SUPPORT 50,000
    SMALL STEPS NURTURING CENTER
    2902 JENSEN DRIVE
    HOUSTON,TX77026     		N/A PC GENERAL SUPPORT 20,000
    SPAY NEUTER ASSISTANCE PROGRAM
    PO BOX 70286
    HOUSTON,TX77270     		N/A PC GENERAL SUPPORT 15,000
    SPECIAL OLYMPICS TEXAS
    7715 CHEVY CHASE DR STE 120
    AUSTIN,TX78752     		N/A PC GENERAL SUPPORT 25,000
    HERITAGE SOCIETY AT SAM HOUSTON PARK
    1100 BAGBY ST
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 10,000
    ST JOHN'S SCHOOL
    2401 CLAREMONT LANE
    HOUSTON,TX77019     		N/A PC GENERAL SUPPORT 125,000
    ST JOHN'S UNITED METHODIST CHURCH
    2019 CRAWFORD ST
    HOUSTON,TX77002     		N/A PC GENERAL SUPPORT 25,000
    THE JOY SCHOOL
    1 CHELSEA BLVD
    HOUSTON,TX77006     		N/A PC GENERAL SUPPORT 1,000
    ST LUKE'S UNITED METHODIST CHURCH
    3471 WESTHEIMER RD
    HOUSTON,TX77027     		N/A PC GENERAL SUPPORT 50,000
    STAR OF HOPE MISSION
    6897 ARDMORE
    HOUSTON,TX77054     		N/A PC GENERAL SUPPORT 5,000
    SUNSHINE KIDS FOUNDATION
    2814 VIRGINIA ST
    HOUSTON,TX77098     		N/A PC GENERAL SUPPORT 25,000
    TEXAS CHILDREN'S HOSPITAL
    6621 FANNIN STREET
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 100,000
    TEXAS EXES ALUMNI ASSOCIATION
    2110 SAN JACINTO BLVD
    AUSTIN,TX78712     		N/A PC GENERAL SUPPORT 2,000
    TEXAS HEART INSTITUTE
    6770 BERTNER
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 210,000
    THE BEACON
    199 MAIN ST
    BEACON,NY12508     		N/A PC GENERAL SUPPORT 15,000
    THE ROSE FOUNDATION
    1970 BROADWAY SUITE 600
    OAKLAND,CA94612     		N/A PC GENERAL SUPPORT 50,000
    TIRR FOUNDATION
    4605 POST OAK PLACE SUITE 222
    HOUSTON,TX77027     		N/A PC GENERAL SUPPORT 100,000
    TREES FOR HOUSTON
    PO BOX 270477
    HOUSTON,TX77277     		N/A PC GENERAL SUPPORT 5,000
    UNITY THEATRE COMPANY
    300 CHURCH ST
    BRENHAM,TX77833     		N/A PC GENERAL SUPPORT 5,000
    UNIVERSITY OF HOUSTON SUGAR LAND
    14000 UNIVERSITY BLVD
    SUGAR LAND,TX77479     		N/A PC GENERAL SUPPORT 50,000
    UNIVERSITY OF ST THOMAS
    3800 MONTROSE BLVD
    HOUSTON,TX77006     		N/A PC GENERAL SUPPORT 50,000
    UNIVERSITY OF TEXAS
    215 E 24TH ST
    AUSTIN,TX78712     		N/A PC GENERAL SUPPORT 200,000
    JUNIOR LEAGUE OF HOUSTON INC
    1811 BRIAR OAKS LN
    HOUSTON,TX77027     		N/A PC GENERAL SUPPORT 2,500
    UT HEALTH SCIENCE CENTER
    7000 FANNIN STREET
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 70,000
    UT HEALTH SCIENCE CENTER
    7000 FANNIN STREET
    HOUSTON,TX77030     		N/A PC GENERAL SUPPORT 34,000
    WAY STATION
    PO BOX 3826
    FREDERICK,MD21705     		N/A PC GENERAL SUPPORT 15,000
    PRO-VISION
    4590 WILMINGTON ST
    HOUSTON,TX77051     		N/A PC GENERAL SUPPORT 10,000
    YELLOWSTONE ACADEMY
    3000 TRULLEY
    HOUSTON,TX77004     		N/A PC GENERAL SUPPORT 10,000
    YES PREP PUBLIC SCHOOLS INC
    6201 BONHOMME STE 168N
    HOUSTON,TX77036     		N/A PC GENERAL SUPPORT 100,000
    YMCA OF GREATER HOUSTON
    PO BOX 3007
    HOUSTON,TX77253     		N/A PC GENERAL SUPPORT 50,000
    UNIVERSITY OF TEXAS AT AUSTIN
    2268 SAN JACINTO
    AUSTIN,TX78712     		N/A PC GENERAL SUPPORT 11,000
    UNIVERSITY OF TEXAS MEDICAL BRANCH
    301 UNIVERSITY BLVD
    GALVESTON,TX77555     		N/A PC GENERAL SUPPORT 5,000
    RICE UNIVERSITY
    6100 MAIN ST
    HOUSTON,TX77005     		N/A PC GENERAL SUPPORT 5,000
    ST MARTIN'S EPISCOPAL CHURCH
    717 SAGE RD
    HOUSTON,TX77056     		N/A PC GENERAL SUPPORT 5,000
    HARRIS COUNTY HOSPITAL DISTRICT FOUNDATION
    2525 HOLLY HALL SUITE 292
    HOUSTON,TX77054     		N/A PC GENERAL SUPPORT 2,500
    KIDS MEALS INC
    330 GARDEN OAKS BLVD
    HOUSTON,TX77018     		N/A PC GENERAL SUPPORT 20,000
    SALVATION ARMY
    615 SLATERS LANE
    ALEXANDERIA,VA22313     		N/A PC GENERAL SUPPORT 50,000
    YOUTH DEVELOPMENT CENTER
    7725 SANDRA STREET
    HOUSTON,TX77016     		N/A PC GENERAL SUPPORT 5,000
    Total .................................bullet 3a 4,125,000
    bApproved for future payment
    Total .................................bullet 3b 0
    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 ............     		    14 9  
    4 Dividends and interest from securities....     14 2,084,721  
    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 21,467  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 3,961,795  
    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 6,067,992 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    136,067,992
    (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 (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:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX COMPLIANCE SERVICES 11,800 5,900   5,900

    TY 2014 GeneralExplanationAttachment
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Identifier Return Reference Explanation
      FORM 990PF, PART VII-B, LINE 1A (2)(3)(4) AND LINE 1B THE FOUNDATION'S BOOKKEEPING, CASH AND PROPERTY MANAGEMENT FUNCTIONS ARE PERFORMED BY R.E. SMITH INTERESTS INC., A MANAGEMENT COMPANY OWNED BY THE R.E. SMITH TESTAMENTARY TRUST PARTNERSHIP, A DISQUALIFIED PERSON. IN THIS CAPACITY, THE MANAGEMENT COMPANY PAYS EXPENSES ON THE FOUNDATION'S BEHALF WHICH ARE LATER REIMBURSED FROM THE FOUNDATION'S FUNDS. IN EXCHANGE FOR THESE SERVICES, THE FOUNDATION REMITTED TO R.E. SMITH INTERESTS, INC. A MANAGEMENT FEE IN THE AMOUNT OF $100,000 WHICH REPRESENTS REASONABLE PAYMENT FOR SUCH SERVICES.THE FOUNDATION HAS ANSWERED "YES" TO QUESTIONS 1A (2), (3) AND (4) SINCE IT PAYS FOR SERVICES PROVIDED EITHER DIRECTLY OR INDIRECTLY BY A DISQUALIFIED PERSON AS DESCRIBED ABOVE. HOWEVER, THE PAYMENT FOR THESE SERVICES IS AN EXCEPTED ACT UNDER SEC. 4941(D)(2)(E) SINCE THE PAYMENTS ARE FOR "PERSONAL SERVICES" WHICH ARE NECESSARY TO CARRY OUT THE EXEMPT PURPOSES OF THE FOUNDATION AND ARE "REASONABLE" IN AMOUNT AS THOSE TERMS ARE USED IN THE REGULATIONS AND OTHER AUTHORITATIVE PRONOUNCEMENTS.

    TY 2014 InvestmentsCorpBondsSchedule
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Name of Bond End of Year Book Value End of Year Fair Market Value
    FRANKLIN TEMPLETON BONDS 3,113,268 2,824,704
    FX STRATEGY GLOBAL 2,030,415 2,170,640
    INVESTMENT - EATON VANCE 3,331,099 4,043,932
    PIMCO 0 0

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Name of Stock End of Year Book Value End of Year Fair Market Value
    DANA 5,171,160 6,982,376
    DENT GROWTH FUND 2,000,000 2,400,871
    DRIEHAUS ACTIVE INCOME 1,781,420 1,609,836
    FORWARD TACTICAL GROWTH 0 0
    INVESTMENT - FAYEZ SAROFIM 7,166,450 14,139,341
    INVESTMENT - INVESTORS TREASURY 631,326 631,326
    IVY ASSET STRATEGY 2,549,961 2,869,309
    LEUTHOLD CORE INVESTMENT 2,685,198 3,021,054
    LUTHER KING 4,098,241 4,713,142
    MANNING OVERSEAS 0 0
    MITCHELL 6,664,219 7,345,514
    WCM 1,645,538 2,296,178
    CHARLES SCHWAB 125 125
    ARTISAN INTERNATIONAL 5,521,075 5,459,434
    DODGE & COX 4,163,066 4,136,504
    DOUBLELINE TOTAL 4,192,793 4,188,994
    GARGOYLE HEDGE VALUE 3,126,423 2,879,810

    TY 2014 InvestmentsGovtObligationsSch
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    US Government Securities - End of Year Book Value:

    5,525,868
    US Government Securities - End of Year Fair Market Value:

    4,830,795
    State & Local Government Securities - End of Year Book Value:


    0
    State & Local Government Securities - End of Year Fair Market Value:


    0


    TY 2014 InvestmentsOtherSchedule2
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    RANGER AT COST 1,870,316 2,324,100
    SILCHESTER INTERNATIONAL AT COST 6,923,345 7,761,710

    TY 2014 OtherExpensesSchedule
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES 725 0   725
    DELIVERY SERVICE AND OTHER EXPENSES 1,047 0   1,047
    OTHER INVESTMENT EXPENSES 4,745 4,745   0


    TY 2014 OtherIncomeSchedule2
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    K-1 PASSTHROUGH OTHER INCOME 19,657 19,657 19,657
    OTHER INVESTMENT INCOME 1,810 1,810 1,810


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 100,000 50,000   50,000
    INVESTMENT MANAGEMENT FEES 462,433 462,433   0


    TY 2014 TaxesSchedule
    Name:
    VIVIAN L SMITH FOUNDATION
    EIN: 76-0101380
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAX 49,130 49,130   0
    FEDERAL EXCISE TAX 165,000 0   0