TY 2024 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

Do not enter social security numbers on this form as it may be made public.
right arrow

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2024

Open to Public Inspection

For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024

Name of foundation
DENNIS & SMITH FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1441 BRICKELL AVENUE SUITE 1220
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
MIAMI, FL33131

A Employer identification number

30-6727133

B Telephone number (see instructions)

(786) 749-0876

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

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

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

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

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

$66,715,702J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	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)


1	Contributions, gifts, grants, etc., received (attach schedule)	3,500,000
2	Check .............
3	Interest on savings and temporary cash investments	681,904		681,904
4	Dividends and interest from securities...	777,939		777,939
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		4,008,737
b	Gross sales price for all assets on line 6a 35,213,896
7	Capital gain net income (from Part IV, line 2)...			4,008,737
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).......	List of Attached Documents: // Content	-30,884	-26,649	0
12	Total. Add lines 1 through 11........	8,937,696		5,441,931	0
13	Compensation of officers, directors, trustees, etc.	0		0	0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	18,560	9,280	0	9,280
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	222,448	222,448	0	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	10,171	10,171	0	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	955	955	0	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	252,134		242,854	0	9,280
25	Contributions, gifts, grants paid.......	2,075,000				2,075,000
26	Total expenses and disbursements. Add lines 24 and 25	2,327,134		242,854	0	2,084,280
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	6,610,562
b	Net investment income (if negative, enter -0-)			5,199,077
c	Adjusted net income (if negative, enter -0-)...				0

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2024)

Form 990-PF (2024)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	1
	2	Savings and temporary cash investments.........	730,020	1,587,621	1,587,621
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	10,064,533	List of Attached Documents: // Content 9,308,813	9,078,253
	b	Investments—corporate stock (attach schedule).......	31,752,123	List of Attached Documents: // Content 32,811,300	42,936,388
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	8,692,378	List of Attached Documents: // Content 12,735,431	13,113,440
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	51,239,055	56,443,165	66,715,702
	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 )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	0	0
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	51,239,055	56,443,165
	29	Total net assets or fund balances (see instructions).....	51,239,055	56,443,165
	30	Total liabilities and net assets/fund balances (see instructions).	51,239,055	56,443,165

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

51,239,055

Enter amount from Part I, line 27a .....................

6,610,562

Other increases not included in line 2 (itemize) right arrow

Add lines 1, 2, and 3 ..........................

57,849,617

Decreases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

1,406,452

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

56,443,165

Form 990-PF (2024)

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
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	35,213,896	31,457,723	4,008,737
b
c
d
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			4,008,737
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	4,008,737
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 ...................		3

Part V

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

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	72,267
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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	72,267
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	72,267
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	15,593
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	137,000
d	Backup withholding erroneously withheld ..........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	152,593
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	2,846
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	77,480
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax77,480	Refunded	11	0

Form 990-PF (2024)

Page 4

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

Yes

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Yes

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument? ................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2024 or the taxable year beginning in 2024? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

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

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

N/A

The books are in care of right arrow

DS FAMILY OFFICE Telephone no. right arrow

(786) 749-0876

Located at right arrow

1441 BRICKELL AVENUE SUITE 1220MIAMIFL ZIP+4 right arrow

33131

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... right arrow

and enter the amount of tax-exempt interest received or accrued during the year ........ right arrow

16 At any time during calendar year 2024, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow

Form 990-PF (2024)

Page 5

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

Yes

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(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)? ......................

1a(5)

(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.) ...............

1a(6)

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 ..........

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

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 2024? .............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2024, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2024?....................

If "Yes," list the years right arrow

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

If "Yes," did it have excess business holdings in 2024 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 2024.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2024? ..

Form 990-PF (2024)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

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

Yes

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

5a(1)

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

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

5a(2)

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

5a(3)

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

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

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 ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

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).

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

a personal benefit contract? .............................

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

If "Yes" to 6b, file Form 8870.

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

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

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .........................

Part VII

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
OMAR DENNIS	TRUSTEE 1.00	0	0	0
500 MARQUESA DR CORAL GABLES,FL33156	TRUSTEE 1.00	0	0	0
NANCY SMITH	TRUSTEE 1.00	0	0	0
500 MARQUESA DR CORAL GABLES,FL33156	TRUSTEE 1.00	0	0	0

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...................				0

Form 990-PF (2024)

Page 7

Part VII

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

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
BESSEMER TRUST COMPANY OF FLORIDA	ADVISORY FEES	222,448
100 WOODBRIDGE CENTER DRIVE NJ,NJ070951191	ADVISORY FEES	222,448

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

Part VIII-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	NONE	0
2


3


4

Part VIII-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	NONE	0
2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2024)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

61,355,997

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

968,521

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

9,447

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

62,333,965

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

62,333,965

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

935,009

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

61,398,956

Minimum investment return. Enter 5% (0.05) of line 5................

3,069,948

Part X

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part IX, line 6..................

3,069,948

Tax on investment income for 2024 from Part V, line 5 .......

72,267

Income tax for 2024. (This does not include the tax from Part V.) ...

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

72,267

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

2,997,681

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

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

2,997,681

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

2,997,681

Part XI

Qualifying Distributions (see instructions)

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

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

2,084,280

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

2,084,280

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

	(a) Corpus	(b) Years prior to 2023	(c) 2023	(d) 2024
1 Distributable amount for 2024 from Part X, line 7				2,997,681
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......			2,045,349
b Total for prior years:20 , 20, 20		0
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........	0
4Qualifying distributions for 2024 from Part
XI, line 4: $ 2,084,280
a Applied to 2023, but not more than line 2a			2,045,349
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 2024 distributable amount.....				38,931
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2024.	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 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........				2,958,750
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
8 Excess distributions carryover from 2019 not applied on line 5 or line 7 (see instructions) ...	0
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2020....
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....

Form 990-PF (2024)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-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 2024, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2024	(b) 2023	(c) 2022	(d) 2021	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, 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 IX, 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 XIV

Supplementary Information (Complete this part only if the foundation 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).)

OMAR DENNIS

NANCY SMITH

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 right arrow

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

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

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

cAny submission deadlines:

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

Form 990-PF (2024)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
AREA STAGE 5701 SUNSET DR STE 286 SOUTH MIAMI,FL33143		PC	GENERAL DONATION	125,000
CORAL RESTORATION FOUNDATION 5 SEAGATE BLVD KEY LARGO,FL33037		PC	GENERAL DONATION	125,000
ENTRELLIANCE FOUNDATION 1121 E BROADWAY ST MISSOULA,MT59802		PC	FOR MONTANA TECHNOLOGY ACCELERATION	125,000
GULLIVER PREPARATORY SCHOOL INC 9350 S DIXIE HWY FL 11 MIAMI,FL33156		PC	GENERAL DONATION	200,000
LOGGERHEAD MARINE LIFE CENTER 14200 US HIGHWAY ONE JUNO BEACH,FL33408		PC	GENERAL DONATION	125,000
MIAMI LIGHTHOUSE FOR THE BLIND 601 SW 8TH AVENUE MIAMI,FL33130		PC	GENERAL DONATION	125,000
MIAMI MUSIC PROJECT INC 101 NW 8TH ST STE 200 MIAMI,FL33136		PC	GENERAL DONATION	125,000
NETWORK FOR TEACHING ENTREPRENEURSHIP 120 WALL ST FL 18 NEW YORK CITY,NY10005		PC	GENERAL DONATION	125,000
PELICAN HARBOR SEABIRD STATION 1279 NE 79 ST MIAMI,FL33138		PC	GENERAL DONATION	125,000
THE EVERGLADES FOUNDATION 18001 OLD CUTLER RD STE 625 PALMETTO BAY,FL33157		PC	GENERAL DONATION	125,000
UNIVERSITY OF MIAMI PO BOX 248106 CORAL GABLES,FL33124		PC	BUSINESS TECHNOLOGY	500,000
WOUNDED VETERANS RELIEF FUND 300 PROSPERITY FARMS ROAD SUITE F NORTH PALM BEACH,FL33408		PC	GENERAL DONATION	125,000
ZOO MIAMI FOUNDATION 12400 SW 152ND ST MIAMI,FL33177		PC	GENERAL DONATION	125,000
Total ................................. 3a				2,075,000

bApproved for future payment

Total ................................. 3b				0

Form 990-PF (2024)

Page 12

Part XV-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	(e) Related or exempt function income (See instructions.)
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	681,904
4 Dividends and interest from securities ....			14	777,939
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	4,008,737
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aPARTNERSHIP INCOME	901101	-4,235	01	-26,649
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		-4,235		5,441,931	0

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

5,437,696

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-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 (2024)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

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.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990)
(Rev. January 2025)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

Name of the organization

DENNIS & SMITH FOUNDATION

Employer identification number

30-6727133

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Right Arrow

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (Rev. 1-2025)

Schedule B (Form 990) (Rev. 1-2025) Page 2

Name of organization DENNIS & SMITH FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	OMAR DENNIS AND NANCY SMITH 500 MARQUESA DR CORAL GABLES, FL33156	$ 3,500,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (Rev. 1-2025)

Schedule B (Form 990) (Rev. 1-2025)

Page 3

Name of organization DENNIS & SMITH FOUNDATION		Employer identification number 30-6727133

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
1	PUBLICLY TRADED SECURITIES	$ 3,500,000	2024-11-13
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (Rev. 1-2025)

Schedule B (Form 990) (Rev. 1-2025)

Page 4


Name of organization DENNIS & SMITH FOUNDATION			Employer identification number 30-6727133
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c) (7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (Rev. 1-2025)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2024 AccountingFeesSchedule

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREP FEES	18,560	9,280	0	9,280

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABORATORIES	99,202	103,428
ABBVIE INC	118,607	134,429
ADYEN NV ADR	79,838	98,238
AGILENT TECHNOLOGIES	105,037	97,853
AIR LEASE CORP	128,952	131,231
AIRBNB INC	18,043	21,686
ALEXANDRIA REAL EST EQ INC	46,703	32,354
ALIMENTATION COUCHE-TARD I	150,964	166,602
ALPHABET INC CLASS C	806,882	1,306,216
ALPHABET INC. CLASS A	58,466	106,151
AMAZON.COM INC	796,030	1,578,768
AMEREN CORP	134,433	138,543
AMERICAN TOWER CORP	179,778	171,818
AMETEK INC NEW	64,848	76,286
APPLE INC	1,204,517	1,893,709
ASHTEAD GROUP	119,487	110,610
ASM INTERNATIONAL NV	17,561	30,596
ASML HOLDING	211,688	227,474
ASML HOLDING NV ADR	103,102	107,757
ASTRAZENECA PLC	194,697	178,481
ATLASSIAN CORP PLC	44,599	69,375
AUTOMATIC DATA PROCESSING	35,704	43,347
AUTOZONE INC	37,391	44,788
AVANTOR INC	95,971	91,717
AXON ENTERPRISE INC	47,443	131,340
BANK OF AMERICA CORP	444,978	555,210
BERKSHIRE HATHAWAY CL B	141,541	199,650
BHP BILLITON FIN USA LTD	122,637	124,158
BHP GROUP LIMITED	72,527	54,688
BJ'S WHOLESALE CLUB HOLDINGS INC	74,132	94,185
BLACKSTONE INC	104,700	203,910
BLOCK INC	60,844	74,745
BOOZ ALLEN HAMILTON HLDGS	77,865	92,624
BP CAP MARKETS AMERICA	129,595	125,433
BROADCOM INC	529,407	1,066,440
BROOKFIELD CORPORATION	106,623	150,694
CADENCE DESIGN SYSTEMS INC	59,673	99,769
CAPITAL ONE FINANCIAL CORP	131,237	135,312
CARLISLE COS	68,058	103,730
CATERPILLAR INC	81,342	94,948
CDW CORP/DE	114,024	104,114
CENCORA INC	255,813	308,819
CHARLES SCHWAB CORP	127,705	131,960
CHEVRON CORP	347,291	296,598
CHIPOTLE MEXICAN GRILL	82,646	150,725
CITIGROUP INC	126,196	131,669
CLEAN HARBORS INC	89,523	146,588
CLOUDFLARE INC	30,413	60,055
COCA-COLA COMPANY	66,226	66,215
COMCAST CORP CL A NEW	44,603	43,476
CONOCOPHILLIPS	190,097	171,752
CONSTELLATION SOFTWARE	125,842	148,936
COOPER COS INC	75,364	79,677
COPART INC	66,734	101,376
COREBRIDGE FINANCIAL INC	181,904	182,331
CORTEVA INC	127,178	120,714
COSTCO WHSL CORP NEW	251,716	461,157
CRH PLC	186,727	239,359
CSL	155,935	136,928
DANAHER CORP	411,928	378,206
DEERE & CO	35,246	35,244
DEXCOM INC	97,887	68,766
DOLLARAMA INC	115,932	167,733
DOORDASH INC	35,755	97,832
DUKE ENERGY HLDG CORP	98,163	104,743
EATON CORP PLC	121,374	242,480
ELEVANCE HEALTH INC	187,143	172,731
ENERGY TRANSFER PARTNERS	127,948	130,782
ENTEGRIS INC	116,544	109,663
EQUIFAX INC	70,824	85,529
FISERV INC	289,685	438,848
FORTINET INC	216,270	281,957
GALLAGER ARTHUR J & CO	82,860	118,543
GARTNER INC CL A	157,259	198,754
GENERAL MOTORS FINL CO	130,317	133,434
GENUINE PARTS CO	77,256	53,364
HDFC BANK LTD ADR REPS3	136,377	140,851
HILTON WORLDWIDE HOLDINGS	94,696	175,338
HOME DEPOT	89,606	107,469
HONEYWELL INTL INC	84,385	99,918
HOWMET AEROSPACE INC	132,985	349,228
ICON PLC	144,020	119,615
ILLINOIS TOOL WORKS INC	33,130	36,058
IMCD NV	53,468	47,586
ING GROEP NV	106,882	119,264
INTERCONTINENTAL EXCHG INC	193,675	256,429
INTUITIVE SURGICAL	69,124	132,802
JOHNSON & JOHNSON	55,537	49,101
JPMORGAN CHASE & CO	782,425	1,090,772
KENVUE INC	35,413	35,058
KEYENCE CORP	82,742	91,563
KEYSIGHT TECHNOLOGIES INC	110,204	106,727
KLA CORPORATION	66,460	96,153
L3HARRIS TECH INC	133,012	133,176
LILLY ELI & CO	113,914	149,206
LIVE NATION ENTERTMNT INC	53,683	84,812
LONDON STOCK EXCHANGE	135,643	198,881
LOWES COS INC	250,132	291,948
LVMH MOET HENNESSY VUITTON	305,925	250,014
MANHATTAN ASSOCIATES INC	73,838	100,673
MARVELL TECHNOLOGY INC	97,233	227,046
MASTERCARD CL A	160,319	227,826
MCDONALD'S CORP	56,079	59,142
MEDPACE HOLDINGS	94,701	102,117
MEDTRONIC PLC	31,975	31,204
MERCADOLIBRE INC	166,085	262,227
MERCK & CO INC NEW	130,990	111,652
META PLATFORMS INC	388,913	991,724
METLIFE INC COM	111,098	130,768
MICROSOFT CORP	1,313,442	1,998,993
MORGAN STANLEY	131,378	124,357
MOTOROLA SOLUTIONS INC	243,839	416,409
NASDAQ INC.	90,438	115,062
NATIONAL RURAL UTIL COOPERATIVE FINANCIAL CORP	129,262	129,906
NETFLIX INC	41,308	137,099
NEXTERA ENERGY INC	387,222	363,192
NICE LTD ADR	112,798	94,385
NIKE INC CL B	76,975	49,582
NORTHROP GRUMMAN CORP	196,087	190,441
NVIDIA CORP	437,099	2,207,828
ORACLE CORP	147,773	278,338
O'REILLY AUTO INC NEW	209,826	269,232
PAYPAL HOLDINGS INC	127,132	131,586
PEPSICO INC	39,785	33,298
PFIZER INVESTMENT ENTERPRISE	127,810	126,880
PG & E CORP	164,862	198,779
PHILIP MORRIS INTL INC	94,307	112,685
POOL CORP	26,408	24,611
PROCTER & GAMBLE CO	56,511	62,918
PROLOGIS INC	55,972	47,942
PRUDENTIAL FINANCIAL	71,198	76,218
PUBLIC SERVICE ENTERPRISE GROUP INC	128,620	132,030
PUBLIC STORAGE	127,684	134,074
QUALCOMM INC	83,838	99,978
QUANTA SERVICES INC	62,468	123,974
REPLIGEN CORP	39,841	32,408
ROLLS-ROYCE HOLDINGS PLC	33,398	140,657
ROSS STORES INC	27,876	36,400
RYAN SPECIALTY HOLDNGS INC	77,934	100,315
S&P GLOBAL INC.	80,015	110,626
SABINE PASS LIQUEFACTION	124,900	124,191
SAIA INC COM	55,595	84,592
SCHLUMBERGER LTD	204,008	148,035
SDART 2023-1 B	153,051	165,152
SERVICENOW INC	93,742	87,184
SHOPIFY INC	34,176	101,598
SIEMENS AG AKTIEN	44,193	88,271
SIKA AG ADR	74,003	63,221
SIMON PROP GROUP	81,282	111,153
SNOWFLAKE INC	46,579	47,550
SOUTHERN CAL EDISON	128,672	131,037
SOUTHWEST AIRLINES CO	125,543	126,658
STERIS PLC	106,732	110,571
SUMITOMO MITSUI FINL GRP	129,267	134,772
TAKE-2 INTERACTIVE	129,985	203,178
TARGET CORP	64,455	52,415
TE CONNECTIVITY LTD	44,216	49,788
TENCENT HOLDINGS LTD	191,130	223,959
TEXAS INSTRUMENTS INC	193,034	191,729
THE HERSHEY COMPANY	34,280	24,292
THERMO FISHER SCIENTIFIC	192,381	178,164
TOYOTA MOTOR CREDIT CORP	126,312	124,873
TRADEWEB MARKETS INC	81,542	152,926
TRANSUNION	176,609	232,832
TRUIST FINANCIAL CORP	198,944	200,323
UNION PACIFIC CORP	81,885	83,758
UNITED RENTALS INC	50,557	110,851
UNITEDHEALTH GROUP INC	605,271	595,418
US FOODS HOLDING CORP	87,325	183,467
VERIZON COMMUNICATIONS	105,965	105,603
VISA INC	525,227	742,333
WALMART INC	205,942	392,669
WASTE MANAGEMENT INC NEW	69,223	84,309
WEC ENERGY GROUP INC	66,954	67,077
WEX INC	58,774	57,594
WILLSCOT MOBILE MINI HOLDINGS	84,968	63,479
AIA GROUP LTD	67,862	66,058
APOLLO GLOBAL MANAGEMENT INC	133,977	140,494
APPLIED MATERIALS	84,891	85,059
AVI LTD	39,855	47,281
BANCO BRADESCO ADR PFD	68,517	47,614
BANCO DE CHILE ADR	50,517	49,227
BANK CENTRAL ASIA TBK PT	64,015	60,939
BID CORP LTD	46,969	44,243
BOOKING HLDGS INC	159,669	219,351
BUILDERS FIRSTSOURCE INC	48,787	35,159
BWX TECHNOLOGIES INC	43,708	53,074
CAPITEC BANK HOLDINGS LTD	26,745	38,760
CBRE GROUP INC	81,139	80,852
CCC INTELLIGENT SOLUTIONS	61,447	61,063
CHINA MEIDONG AUTO HOLDINGS LTD	48,900	35,156
CLICKS GROUP LTD	12,749	11,819
CME GROUP INC	152,287	146,870
CNH 2024-B A3	199,982	202,654
CORE & MAIN INC	75,910	82,531
DELTA ELECTRONICS INC	43,631	54,429
DIAMONDBACK ENERGY INC	125,653	101,547
DR. REDDY'S LAB ADR	61,292	66,301
EPAM SYSTEMS INC	40,689	39,065
FLUTTER ENTERTAINMENT PLC	79,993	95,341
FOMENTO ECONOMICO MEXICANO	101,648	75,089
GE VERNOVA LLC	67,529	64,408
HITACHI LTD	71,366	73,660
IDEXX LABS CORP	53,364	49,388
ILLUMINA INC	130,742	126,214
INFOSYS LTD ADR	52,300	62,851
IRHYTHM TECHNOLOGIES INC	40,435	46,319
ITOCHU CORP	107,941	120,660
JERONIMO MARTINS	56,754	53,966
KANSAI PAINT CO LTD	32,737	30,968
KINDER MORGAN INC	101,934	132,629
KKR & CO INC	107,748	165,212
LG ELECTRONICS INC	46,025	35,734
MAHINDRA & MAHINDRA LTD	46,202	67,695
MCKESSON CORP	169,093	177,287
MEITUAN	52,905	81,814
MITSUBISHI UFJ FINL GRP	137,252	147,827
MSCI INC	240,974	243,280
NETEASE INC	72,044	64,040
NXP SEMICONDUCTORS NV	112,432	95,224
OLD DOMINION FREIGHT	52,090	42,698
PACIFIC GAS & ELECTRIC	131,562	134,138
PANDORA A/S	51,896	60,150
PENTAIR PLC	77,770	80,592
RAIA DROGASIL SA ADR	72,911	53,472
SBA COMMUNICATIONS CORP	59,739	57,249
SF HOLDING CO LTD	16,903	17,062
SGS SA	28,811	30,390
SPOTIFY TECHNOLOGY SA	54,559	63,402
TAIWAN SEMI MFG CO ADR	157,075	165,843
TETRA TECH INC	27,801	26,202
UNICHARM	59,339	45,925
UNILEVER PLC GBP.03111	104,603	110,671
UNI-PRESIDENT CHINA HOLDINGS LTD	73,450	95,515
VITASOY INTL HOLDINGS LTD	49,718	73,374
WABTEC CORP	92,800	109,727
WEG SA ADR	28,930	31,298
WOART 2024-A A3	269,964	271,283
WYNDHAM HOTELS & RESORTS	56,819	65,637
AERCAP IRELAND CAP/GLOBAL	149,210	146,646
CHENIERE CORP CHRISTI HD	130,984	133,298
EXXON MOBIL CORP	93,837	88,036
GEORGIA POWER CO	134,852	132,805
GOLDMAN SACHS GROUP INC	134,904	132,237
HUNTINGTON BANCSHARES	135,173	135,009
L3 HARRIS TECHNOLOGIES INC	175,761	163,469
LABORATORY CORP OF AMERICA HOLDINGS	139,180	133,899
MARRIOTT INTERNATIONAL	144,599	145,554
MORGAN STANLEY GRP INC	67,524	90,731

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

US Government Securities - End of Year Book Value:

9,308,813

US Government Securities - End of Year Fair Market Value:

9,078,253

State & Local Government Securities - End of Year Book Value:

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

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
OW CREDIT INCOME FUND	AT COST	4,239,616	4,079,436
OW SMALL & MIDCAP STRAT FD	AT COST	7,133,001	7,701,686
UTILITIES SELECT SECT SPDR	AT COST	36,446	36,353
ISHARES CORE MSCI INTERNATIONAL DEVELOPED MARKETS ETF	AT COST	1,193,250	1,145,187
SPDR S&P OIL & GAS EXPLORATION & PRODUCTION ETF	AT COST	33,362	32,824
SPDR S&P REGIONAL BK ETF	AT COST	29,192	26,654
FIFTH AVE REAL ASSSETS 6 LLC	AT COST	70,564	91,300

- TIN:

TY 2024 OtherDecreasesSchedule

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Description	Amount
BOOK TO TAX TIMING DIFFERENCES	44,286
FMV TO COST BASIS ADJUSTMENT ON DONATED SECURITIES	1,362,166

- TIN:

TY 2024 OtherExpensesSchedule

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT INTEREST EXPENSE	955	955	0	0

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
PARTNERSHIP INCOME	-30,884	-26,649	0

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEE	222,448	222,448	0	0

- TIN:

TY 2024 TaxesSchedule

Name:

DENNIS & SMITH FOUNDATION

EIN:

30-6727133

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAXES PAID	10,171	10,171	0	0