Form990-PF

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
E NEWBOLD & MARGARET DUPONT SMITH
FOUNDATION (DBA THORNEDGE FDN)

Number and street (or P.O. box number if mail is not delivered to street address)STATION SQUARE ONE STE 205   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
PAOLI, PA19301
A Employer identification number

51-6015711
B Telephone number (see instructions)

(610) 647-5577
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$26,438,145J 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 15 15  
4 Dividends and interest from securities...... 719,452 719,452  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 253,443
b Gross sales price for all assets on line 6a 3,889,546
7 Capital gain net income (from Part IV, line 2)... 253,443
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).......      
12 Total. Add lines 1 through 11........ 972,910 972,910  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 36,040 36,040    
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 84,016 84,016    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 120,056 120,056   0
25 Contributions, gifts, grants paid........ 1,316,467 1,316,467
26 Total expenses and disbursements. Add lines 24 and 25 1,436,523 120,056   1,316,467
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -463,613
b Net investment income (if negative, enter -0-) 852,854
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.......... 225,951 1,155,234 1,155,234
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
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)........ 15,111,631 Click to see attachment13,718,735 25,282,911
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)...........      
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) 15,337,582 14,873,969 26,438,145
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
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......... 15,337,582 14,873,969
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)...... 15,337,582 14,873,969
31 Total liabilities and net assets/fund balances (see instructions).. 15,337,582 14,873,969
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 15,337,582
2 Enter amount from Part I, line 27a..................... 2 -463,613
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 14,873,969
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 14,873,969
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 EGSHARES EM CONSUMER ETF - 10000 SHS P 2015-05-18 2015-10-21
b KRAFT FOOD GROUP INC - 2000 SHS P 2013-05-02 2015-07-07
c AMERICAN EXPRESS CO - 2000 SHS P 2014-06-05 2015-10-21
d LEGGETT & PLATT INC - 7000 SHS P 2014-05-13 2015-09-02
e CANADIAN IMPERIAL BANK - 1500 SHS P 2012-09-26 2015-05-18
MATTEL INC - 3800 SHS P 2012-03-02 2015-05-18
CDK GLOBAL INC - 133 SHS P 2007-02-01 2015-05-18
QUALCOMM INC - 600 SHS P 2012-11-15 2015-09-02
CDK GLOBAL INC - 333 SHS P 2010-08-11 2015-05-18
QUALCOMM INC - 1400 SHS P 2011-04-29 2015-09-02
CDK GLOBAL INC - 667 SHS P 2003-03-24 2015-05-18
QUALCOMM INC - 2100 SHS P 2011-10-20 2015-09-02
CISCO SYS INC - 5000 SHS P 2012-05-30 2015-10-21
TOTAL FINA ELF S A SPON - 1200 SHS P 2012-02-01 2015-05-18
DISNEY WALT CO - 1700 SHS P 2008-02-19 2015-09-02
TOTAL FINA ELF S A SPON - 2300 SHS P 2010-05-25 2015-05-18
EATON CORPORATION - 5500 SHS P 2012-12-04 2015-10-21
VANGUARD MSCI EMERG MKT - 2000 SHS P 2012-02-01 2015-02-10
HAYLARD HEALTH INC - 62 SHS P 2010-08-11 2015-05-18
VANGUARD MSCI EMERG MKT - 2000 SHS P 2010-05-25 2015-02-10
HAYLARD HEALTH INC - 213 SHS P 2010-05-25 2015-05-18
VANGUARD MSCI EMERG MKT - 12000 SHS P 2010-05-25 2015-10-21
ISHARES DOW JONES EPAC SELECT DIV P 2012-02-01 2015-08-21
VANGURAD REIT ETF - 4500 SHS P 2010-12-31 2015-05-18
ISHARES MSCI CANADA IDX - 2000 SHS P 2012-05-25 2015-05-18
AMERICAN INTL GROUP CLASS ACTION P 2015-01-14 2015-01-14
JPMORGAN ALERIAN MLP IDX - 4500 SHS P 2013-06-13 2015-10-21
MEDTRONICS PLC CLASS ACTION P 2015-10-13 2015-10-13
JPMORGAN ALERIAN MLP IDX - 3500 SHS P 2013-05-02 2015-10-21
CITIGROUP INC CLASS ACTION P 2015-11-25 2015-11-25
(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 230,829   276,023 -45,194
b 135,584   102,584 33,000
c 153,860   183,341 -29,481
d 305,624   236,754 68,870
e 116,668   116,855 -187
99,457   118,665 -19,208
7,186   2,168 5,018
33,246   36,762 -3,516
18,011   5,040 12,971
77,574   80,897 -3,323
36,020   7,001 29,019
116,360   111,378 4,982
143,122   82,321 60,801
63,244   64,044 -800
172,317   55,558 116,759
121,201   103,015 18,186
288,769   280,658 8,111
81,032   86,080 -5,048
2,615   1,347 1,268
81,032   72,640 8,392
8,893   4,214 4,679
426,233   435,756 -9,523
472,799   507,931 -35,132
363,699   246,518 117,181
57,286   51,239 6,047
854     854
151,940   206,817 -54,877
309     309
118,165   160,497 -42,332
42     42
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       -45,194
b       33,000
c       -29,481
d       68,870
e       -187
      -19,208
      5,018
      -3,516
      12,971
      -3,323
      29,019
      4,982
      60,801
      -800
      116,759
      18,186
      8,111
      -5,048
      1,268
      8,392
      4,679
      -9,523
      -35,132
      117,181
      6,047
      854
      -54,877
      309
      -42,332
      42
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 2 253,443
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 -43,989
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 1,141,939 26,954,037 0.042366
2012 940,000 23,363,040 0.040234
2011 841,137 18,967,551 0.044346
2010 684,750 17,926,198 0.038198
2009 294,500 14,626,784 0.020134
2 Total of line 1, column (d) ...................... 2 0.185278
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 0.037056
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 26,996,732
5 Multiply line 4 by line 3....................... 5 1,000,391
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 8,529
7 Add lines 5 and 6......................... 7 1,008,920
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,316,467
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 8,529
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  
3 Add lines 1 and 2........................... 3 8,529
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 8,529
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 30,000
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 30,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 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 21,471
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet21,471 RefundedBullet 11  
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$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
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)
    bulletDE
    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 ofbulletMICHELLE HUGHES Telephone no.bullet (610) 647-5577
    Located atbulletSTATION SQUARE ONE STE 205PAOLIPA ZIP+4bullet19301
    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
     
     
    .........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
     
     
    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
    ELEUTHERA S GRASSI PRESIDENT, C
    1.00     		0 0 0
    STATION SQUARE ONE STE 205
    PAOLI,PA19301
    STOCKTON N SMITH VICE PRESIDE
    1.00     		0 0 0
    STATION SQUARE ONE STE 205
    PAOLI,PA19301
    HENRY B DUPONT SMITH VICE PRESIDE
    1.00     		0 0 0
    STATION SQUARE ONE STE 205
    PAOLI,PA19301
    MICHELLE HUGHES TREASURER, S
    1.00     		0 0 0
    STATION SQUARE ONE STE 205
    PAOLI,PA19301
    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  
    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.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (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 N/A  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    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
    26,694,647
    b
    Average of monthly cash balances.......................
    1b
    713,203
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    27,407,850
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    27,407,850
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    411,118
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    26,996,732
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,349,837
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,349,837
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    8,529
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    8,529
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,341,308
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    1,341,308
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,341,308
    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
    1,316,467
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,316,467
    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
    8,529
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,307,938
    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 1,341,308
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 1,315,380
    b Total for prior years:20, 20, 20  
    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.........  
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 1,316,467
    a Applied to 2013, but not more than line 2a 1,315,380
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2014 distributable amount..... 1,087
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2014.    
    (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  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    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......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		1,340,221
    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) .......     		 
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		 
    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:
    HENRY B DUPONT SMITH
    STATION SQUARE ONE STE 205
    PAOLI,PA19301
    (610) 647-5577
    bThe form in which applications should be submitted and information and materials they should include:
    ONE-PAGE LETTER DESCRIBING REASON FOR THE GRANT ALONG WITH FINANCIAL STATEMENTS. ALSO INCLUDE A COPY OF IRS EXEMPTION APPROVAL.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    GREATER PHILADEPHIA AREA AND BOARD APPROVAL OF THE APPLICATIONS
    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
    ACADEMY OF MUSIC
    240 S BROAD ST
    PHILADELPHIA,PA19102     		N/A OPERATING FURTHER CHARITABLE PURPOSES 3,750
    ALS ASSOCIATION
    321 NORRISTOWN RD
    AMBLER,PA19002     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    AMERICAN HORTICULTURAL SOCIETY
    7931 E BOULEVARD DR
    ALEXANDRIA,VA22308     		N/A OPERATING FURTHER CHARITIABLE PURPOSES 250
    ANDALUSIA FOUNDATION
    PO BOX 158
    ANDALUSIA,PA19020     		N/A OPERATING FURTHER CHARITABLE PURPOSES 6,800
    AOPA FOUNDATION
    421 AVIATION WAY
    FREDERICK,MD21701     		N/A OPERATING FURTHER CHARITABLE PURPOSES 10,000
    AVALON THEATRE
    5505 CONNECTICUT AVE NW
    STE 226
    WASHINGTON,DC20015     		N/A OPERATING FURTHER CHARIABLE PURPOSES 500
    AVON OLD FARMS SCHOOL
    500 OLD FARMS RD
    AVON,CT06001     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 65,000
    BARNES FOUNDATION
    2025 BENJAMIN FRANKLIN PK
    PHILADELPHIA,PA19130     		N/A OPERATING FURTHER CHARITABLE PURPOSES 4,667
    BETHESDA - CHEVY CHASE RESCUE SQ
    5020 BATTERY LN
    BETHESDA,MD20814     		N/A OPERATING FURTHER CHARITABLE PURPOSES 500
    BROADWAY DREAMS
    8965 BROCKHAM WAY
    ALPHARETTA,GA30022     		N/A OPERATING FURTHER CHARIABLE PURPOSES 5,000
    BUILDON
    800 LONG RIDGE RD 2ND FL
    STAMFORD,CT06902     		N/A OPERATING FURTHER CHARITABLE PURPOSES 3,000
    CAMP TECUMSEH
    813 MALIN RD
    NEWTOWN SQUARE,PA19073     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 50,000
    CANCER SUPPORT COMMUNITY
    4100 CHAMOUNIX DR
    PHILADELPHIA,PA19131     		N/A OPERATING FURTHER CHARITABLE PURPOSES 500
    CEASAR RODNEY INSTITUTE
    420 CORPORATE BLVD
    NEWARK,DE19702     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 5,000
    CHEVY CHASE HISTORICAL SOCIETY
    PO BOX 15145
    CHEVY CHASE,MD20815     		N/A OPERATING FURTHER CHARITABLE PURPOSES 500
    CHRIST CHURCH GEORGETOWN
    3116 O STREET NW
    WASHINGTON,DC20007     		N/A OPERATING FURTHER RELIGIOUS PURPOSES 5,000
    CIVIL WAR TRUST
    PO BOX 17686
    BALTIMORE,MD21298     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    COMMEMORATIVE AIR FORCE
    PO BOX 1944
    DELAND,FL32721     		N/A OPERATING FURTHER CHARITABLE PURPOSES 15,000
    COMMUNITY CLOTHES CHARITY
    PO BOX 153
    WAYNE,PA19087     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    COMMUNITY COALITION
    174 BRIDGE ST
    PHOENIXVILLE,PA19460     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    CORINTHIAN HISTORICAL FOUNDATION
    295 UPPER GULPH RD
    WAYNE,PA19087     		N/A OPERATING FURTHER CHARITABLE PURPOSES 2,500
    CRADLE OF LIB ROBERT MORRIS RECEPT
    1485 VALLEY FORGE RD
    WAYNE,PA19087     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,500
    DEERFIELD ACADEMY
    7 BOYDEN RD
    DEERFIELD,MA01342     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    DELAWARE COUNTY SPCA
    555 SANDY BARK RD
    MEDIA,PA19063     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    DUPONT DE NEMOURS CEMETARY CO
    PO BOX 243
    MONTCHANIN,DE19719     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    ELEPHANT SANCTUARY
    PO BOX 393
    HOHANWALD,TN38462     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    ELEUTHERIAN MILLS ENDOWMENT FD
    PO BOX 3630
    WILMINGTON,DE198070630     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    EPISCOPAL ACADEMY
    1785 BISHOP WHITE DR
    NEWTOWN SQUARE,PA19073     		N/A OPERATING FURTHER EDCATIONAL PURPOSES 100,000
    EPISCOPAL HIGH SCHOOL
    1200 NORTH QUAKER LN
    ALEXANDRIA,VA22302     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    FLITE
    PO BOX 806
    SOUTHEASTERN,PA19399     		N/A OPERATING FURTHER CHARITABLE PURPOSES 500
    FOXCROFT SCHOOL
    PO BOX 5555
    MIDDLEBURG,VA20118     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 15,000
    FRANKLIN & MARSHALL COLLEGE
    PO BOX 3003
    LANCASTER,PA176043003     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 25,000
    FRIENDS OF ACADIA
    PO BOX 45
    BAR HARBOR,ME04609     		N/A OPERATING FURTHER CONSERVATIONAL PURPOSES 100,000
    GETHSEMANE
    1035 E GUADALUPE RD
    TEMPE,AZ85283     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,500
    GILMAN SCHOOL
    PO BOX 17216
    BALTIMORE,MD212988527     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    HAGLEY MUSEUM & LIBRARY
    PO BOX 3630
    WILMINGTON,DE19807     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    THE HAVERFORD SCHOOL
    450 LANCASTER AVE
    HAVERFORD,PA19041     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 30,000
    HILL SCHOOL
    717 EAST HIGH ST
    POTTSTOWN,PA19464     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 15,000
    ISLAND HOUSING TRUST
    PO BOX 851
    MOUNT DESERT,ME04660     		N/A OPERATING FURTHER CHARITABLE PURPOSES 3,000
    JEFFERSON HOSPITAL
    125 S 9TH ST STE 700
    PHILADELPHIA,PA19107     		N/A OPERATING FURTHER CHARITABLE PURPOSES 10,000
    JOURNEY THROUGH HALLOWED GROUND
    PARTNERSHIP
    15481 SECOND ST PO BOX 77
    WATERFORD,VA20197     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    KIEVE-WAVUS ANNUAL FUND
    PO BOX 169
    NOBLEBORO,ME045550169     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    KINGSWOOD OXFORD SCHOOL
    170 KINGSWOOD RD
    WEST HARTFORD,CT06119     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 5,000
    LANKENAU MEDICAL CENTER
    100 E LANCASTER AVE
    MOB EAST STE 564
    WYNNEWOOD,PA19096     		N/A OPERATING FURTHER CHARITABLE PURPOSES 50,000
    LAWRENCEVILLE SCHOOL
    PO BOX 6125
    LAWRENCEVILLE,NJ08648     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    LITTLE FOLKS SCHOOL
    3247 Q ST NW
    WASHINGTON,DC20007     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    MAINE COAST HERITAGE TRUST
    PO BOX 426
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CONSERVATIONAL PURPOSES 17,000
    MAINE MARITIME ACADEMY
    DEV OFFICE PLEASANT ST
    CASTLINE,ME04420     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 20,000
    MARET SCHOOL
    3000 CATHEDRAL AVE NW
    WASHINGTON,DC200083498     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 3,000
    MCNAMEE SCHOLARS
    6332 WOODBINE AVE
    PHILADELPHIA,PA19151     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    METROPOLITAN CLUB
    1700 H ST NW
    WASHINGTON,DC20006     		N/A OPERATING FURTHER CHARITABLE PURPOSES 3,000
    MIDDLEBURG SPRING RACE ASSOC
    PO BOX 1173
    MIDDLEBURG,VA20118     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    MILL REEF FUND
    140 BROADWAY 5TH FLOOR
    NEW YORK,NY100051101     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    MILLBROOK SCHOOL
    131 MILLBROOK SCHOOL RD
    MILLBROOK,NY12545     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 20,000
    MOUNT DESERT FIRE & RESCUE ASSOC
    PO BOX 248
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    MOUNT DESERT ISLAND HISTORICAL SOC
    PO BOX 653 SOUND DR
    MOUNT DESERT,ME04660     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    MOUNT DESERT ISLAND HOSPITAL
    10 WAYMAN LN
    BAR HARBOR,ME04609     		N/A OPERATING FURTHER CHARITABLE PURPOSES 10,000
    MOUNT DESERT LAND & GARDEN PRESERVE
    PO BOX 208
    SEAL HARBOR,ME04675     		N/A OPERATING FURTHER CONSERVATIONAL PURPOSES 2,000
    MOUNT DESERT NURSING ASSOC
    PO BOX 397
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    MOUNT VERNON LADIES' ASSN
    PO BOX 110
    MOUNT VERNON,VA22121     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    NATIONAL GALLERY OF ART
    2000B S CLUB DR
    LANDOVER,MD20785     		N/A OPERATING FURTHER CHARITABLE PURPOSES 12,000
    NATIONAL OUTDOOR LEADERSHIP
    284 LINCOLN ST
    LANDER,WY82520     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    NEIGHBORHOOD HOUSE
    PO BOX 332
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 5,500
    NORTHEAST HARBOR AMBULANCE SERVICE
    PO BOX 122
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    NORTHEAST HARBOR LIBRARY
    PO BOX 279
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CHARITABLE PURPOSES 6,500
    NORTHEAST HARBOR SAILING SCHOOL
    PO BOX 12
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    NURTURING MINDS
    PO BOX 144
    VALLEY FORGE,PA19481     		N/A OPERATING FURTHER CHARITABLE PURPOSES 2,500
    OUR CLOSET
    300 CONSHOHOCKEN STATE RD
    STE 360
    WEST CONSHOHOCKEN,PA19428     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    PAOLI HOSPITAL FOUNDATION
    255 W LANCASTER AVE
    PAOLI,PA19301     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    PA ACADEMY OF THE FINE ARTS
    118 N BROAD ST
    PHILADELPHIA,PA19102     		N/A OPERATING FURTHER CHARITABLE PURPOSES 42,000
    PA SPCA BARK AND WHINE
    350 E ERIE AVE
    PHILADELPHIA,PA19134     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    RECTORY SCHOOL
    PO BOX 68
    POMFRET,CT06258     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 50,000
    RENBROOK SCHOOL
    2865 ALBANY AVE
    WEST HARTFORD,CT06117     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 5,000
    ROCKEND ART BARN
    PO BOX 1093
    NORTHEAST HARBOR,ME04662     		N/A OPERATING FURTHER CHARITABLE PURPOSES 2,000
    SALVATION ARMY
    PO BOX 269
    ALEXANDRIA,VA22314     		N/A OPERATING FURTHER CHARITABLE PURPOSES 3,000
    SCH ACADEMY
    500 W WILLOW GROVE AVE
    PHILADELPHIA,PA19118     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 10,000
    SIBLEY FOUNDATION
    5255 LOUGHBORO RD NW
    WASHINGTON,DC20016     		N/A OPERATING FURTHER CHARITABLE PURPOSES 5,000
    ST JAMES SCHOOL
    17641 COLLEGE RD
    ST JAMES,MD21781     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 200,000
    ST JOHN'S COMMUNITY SERV
    2201 WISCONSIN AVE NW
    STE C-150
    WASHINGTON,DC20016     		N/A OPERATING FURTHER CHARITABLE PURPOSES 500
    ST JUDE CHILDREN'S RESEARCH HOSP
    501 ST JUDE PLACE
    MEMPHIS,TN38105     		N/A OPERATING FURTHER CHARITABLE PURPOSES 3,000
    ST ROSE OF LIMA SCHOOL
    1522 N WANAMAKER ST
    PHILADELPHIA,PA19131     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 500
    STUDENT CONSERVATION ASSN
    PO BOX 550
    CHARLESTOWN,NH03603     		N/A OPERATING FURTHER CONSERVATIONAL PURPOSES 5,000
    TE CARE
    PO BOX 2111
    SOUTHEASTERN,PA19399     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 1,000
    UBUNTU EDUCATION FUND
    32 BROADWAY STE 414
    NEW YORK,NY10004     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 2,500
    US COURT TENNIS PRESERVATION FDN
    PO BOX 232
    NEWPORT,RI02840     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 115,000
    VOX AMA DEUS
    PO BOX 203
    GLADWYNE,PA19035     		N/A OPERATING FURTHER RELIGIOUS PURPOSES 65,000
    WADSWORTH PRESERVATION FD
    1801 MASSACHUSETTS AVE
    WASHINGTON,DC20036     		N/A OPERATING FURTHER CONSERVATIONAL PURPOSES 4,000
    WALDORF SCHOOL
    7500 GERMANTOWN AVE
    PHILADELPHIA,PA19119     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 75,000
    WOODBERRY FOREST SCHOOL
    898 WOODBERRY FOREST RD
    WOODBERRY FOREST,VA22989     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 5,000
    WOUNDED WARRIER PROJECT
    PO BOX 758517
    TOPEKA,KS66675     		N/A OPERATING FURTHER EDUCATIONAL PURPOSES 25,000
    WXPN
    3025 WALNUT ST
    PHILADELPHIA,PA19104     		N/A OPERATING FURTHER CHARITABLE PURPOSES 1,000
    Total .................................bullet 3a 1,316,467
    bApproved for future payment
    Total .................................bullet 3b  
    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 15  
    4 Dividends and interest from securities....     14 719,452  
    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.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 253,443  
    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)..   972,910  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13972,910
    (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 InvestmentsCorpStockSchedule
    Name:
    E NEWBOLD & MARGARET DUPONT SMITH
    FOUNDATION (DBA THORNEDGE FDN)
    EIN: 51-6015711
    Name of Stock End of Year Book Value End of Year Fair Market Value
    HAVERFORD TRUST 13,718,735 25,282,911

    TY 2014 OtherExpensesSchedule
    Name:
    E NEWBOLD & MARGARET DUPONT SMITH
    FOUNDATION (DBA THORNEDGE FDN)
    EIN: 51-6015711
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    INVESTMENT FEES 69,540 69,540    
    ADMINSTRATIVE FEES 14,476 14,476    


    TY 2014 TaxesSchedule
    Name:
    E NEWBOLD & MARGARET DUPONT SMITH
    FOUNDATION (DBA THORNEDGE FDN)
    EIN: 51-6015711
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAXES 36,015 36,015    
    DE TAXES 25 25