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
CARDINAL BROOK TRUST
 

Number and street (or P.O. box number if mail is not delivered to street address)C/O KLR 800 SOUTH STREET NO 300   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
WALTHAM, MA02453
A Employer identification number

04-3050557
B Telephone number (see instructions)

(781) 547-8800
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$6,454,514J 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 1,067 1,067  
4 Dividends and interest from securities...... 43,226 43,226  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 137,548
b Gross sales price for all assets on line 6a 1,801,969
7 Capital gain net income (from Part IV, line 2)... 137,548
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 150 150  
12 Total. Add lines 1 through 11........ 181,991 181,991  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 5,428 0   5,428
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 16,570 16,570   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 21,000 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 1,004 754   250
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 44,002 17,324   5,678
25 Contributions, gifts, grants paid........ 731,000 731,000
26 Total expenses and disbursements. Add lines 24 and 25 775,002 17,324   736,678
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -593,011
b Net investment income (if negative, enter -0-) 164,667
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.......... 675,225 855,724 855,724
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)........      
c Investments—corporate bonds (attach schedule)........ 754,297 Click to see attachment1,565,413 1,565,520
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 5,617,896 Click to see attachment4,033,270 4,033,270
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) 7,047,418 6,454,407 6,454,514
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted...................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 1,000,000 1,000,000
28 Paid-in or capital surplus, or land, bldg., and equipment fund 7,000,469 7,000,469
29 Retained earnings, accumulated income, endowment, or other funds -953,051 -1,546,062
30 Total net assets or fund balances (see instructions)...... 7,047,418 6,454,407
31 Total liabilities and net assets/fund balances (see instructions).. 7,047,418 6,454,407
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 7,047,418
2 Enter amount from Part I, line 27a..................... 2 -593,011
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 6,454,407
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 6,454,407
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 US TRUST - DETAIL AVAILABLE UPON REQUEST P 2014-01-01 2014-12-31
b FIR TREE INTERNATIONAL (MARK-TO-MARKET) P 2013-12-31 2014-12-31
c GRACIE CREDIT OPPORTUNITIES (MARK-TO-MARKET) P 2013-12-31 2014-12-31
d III SELECT CREDIT (MARK-TO-MARKET) P 2013-12-31 2014-12-31
e PALOMA INTERNATIONAL (MARK-TO-MARKET) P 2013-12-31 2014-12-31
STEELHEAD PATHFINDER FUND (MARK-TO-MARKET) P 2013-12-31 2014-12-31
ZAIS ATLAS FUND (MARK-TO-MARKET) P 2013-12-31 2014-12-31
FROM K-1 POWERSHARES DB COMMODITY INDEX TRACKING FUND P 2014-01-01 2014-12-31
FROM K-1 POWERSHARES DB COMMODITY INDEX TRACKING FUND P 2013-12-31 2014-12-31
CAPITAL GAINS DIVIDENDS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 1,660,251   1,644,540 15,711
b     16,538 -16,538
c 21,711     21,711
d 46,071     46,071
e 64,481     64,481
2,657     2,657
    3,343 -3,343
41     41
683     683
6,074     6,074
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       15,711
b       -16,538
c       21,711
d       46,071
e       64,481
      2,657
      -3,343
      41
      683
      6,074
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 2 137,548
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2013 78,589 6,366,001 0.012345
2012 69,770 5,925,015 0.011775
2011 185,195 7,193,587 0.025744
2010 426,335 5,928,243 0.071916
2009 485,195 4,386,026 0.110623
2 Total of line 1, column (d) ...................... 2 0.232403
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 0.046481
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 6,876,499
5 Multiply line 4 by line 3....................... 5 319,627
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 1,647
7 Add lines 5 and 6......................... 7 321,274
8 Enter qualifying distributions from Part XII, line 4.............. 8 736,678
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 1,647
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 1,647
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 1,647
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 14,482
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 14,482
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 12,835
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet12,835 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMA
    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 ofbulletKAREN DAVIS Telephone no.bullet (781) 547-8800
    Located atbulletC/O KLR 800 SOUTH STREET STE 300WALTHAMMA ZIP+4bullet02453
    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?
    16Yes  
    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 bulletOC
    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
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2014.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    HANNAH JOHNSON TRUSTEE
    1.00     		0 0 0
    C/O KLR 800 SOUTH STREET STE 300
    WALTHAM,MA02453
    NATHAN DAVIS TRUSTEE
    1.00     		0 0 0
    C/O KLR 800 SOUTH STREET STE 300
    WALTHAM,MA02453
    JACOB DAVIS TRUSTEE
    1.00     		0 0 0
    C/O KLR 800 SOUTH STREET STE 300
    WALTHAM,MA02453
    REBECCA KOHLBERG-DAVIS TRUSTEE
    1.00     		0 0 0
    C/O KLR 800 SOUTH STREET STE 300
    WALTHAM,MA02453
    KAREN DAVIS TRUSTEE
    1.00     		0 0 0
    C/O KLR 800 SOUTH STREET STE 300
    WALTHAM,MA02453
    DAVID DAVIS TRUSTEE
    1.00     		0 0 0
    C/O KLR 800 SOUTH STREET STE 300
    WALTHAM,MA02453
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    6,364,809
    b
    Average of monthly cash balances.......................
    1b
    616,408
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    6,981,217
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    6,981,217
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    104,718
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    6,876,499
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    343,825
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    343,825
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    1,647
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,647
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    342,178
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    342,178
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    342,178
    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
    736,678
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    736,678
    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
    1,647
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    735,031
    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 7 342,178
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009....... 266,884
    b From 2010....... 133,269
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e......... 400,153
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 736,678
    a Applied to 2013, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2014 distributable amount..... 342,178
    e Remaining amount distributed out of corpus 394,500
    5 Excess distributions carryover applied to 2014. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 794,653
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		266,884
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		527,769
    10 Analysis of line 9:
    a Excess from 2010.... 133,269
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014.... 394,500
    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).)
    KAREN DAVIS
    DAVID DAVIS
    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 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 (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
    1794 MEETING HOUSE
    BOX 8
    NEW SALEM,MA01355     		NONE PUBLIC CHARITY FOR PERFORMING ARTS 2,000
    ATHOL AREA YMCA
    545 MAIN STREET
    ATHOL,MA01331     		NONE PUBLIC CHARITY FOR COMMUNITY PROGRAMS 1,000
    CALCUTTA KIDS
    PO BOX 465
    MARLBORO,VT05344     		NONE PUBLIC CHARITY FOR DISADVANTAGED COMMUNITIES 1,000
    CISA
    ONE SUGAR STREET
    SOUTH DEERFIELD,MA01373     		NONE PUBLIC CHARITY FOR SUPPORT OF FARMING 5,000
    COMMUNITY ROWING OF SAN DIEGO
    1750 FIESTA ISLAND DRIVE
    SAN DIEGO,CA92109     		NONE PUBLIC CHARITY FOR EDUCATION OF DISADVANTAGED GROUPS 3,000
    CT CHILDRENS MEDICAL CENTER FOUND
    282 WASHINGTON STREET
    HARTFORD,CT06106     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 10,000
    DHAMMA VIHARA FOUNDATION INC
    1230 PLEASANT STREET
    BARRE,MA01005     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 1,000
    EAST QUABBIN LAND TRUST
    PO BOX 5
    HARDWICK,MA01037     		NONE PUBLIC CHARITY FOR LAND CONSERVATION 100,000
    ERRACE
    80 FISHER DRIVE
    AVON,CT06001     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 1,000
    FORWARD IN HEALTH
    192 LAWRENCE STREET
    GARDNER,MA01440     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 10,000
    HARVARD COLLEGE SCHOOLYARD PROJECT
    324 NORTH MAIN STREET
    PETERSHAM,MA01366     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 30,000
    HEIFER PROJECT INTERNATIONAL
    1 WORLD AVENUE
    LITTLE ROCK,AR72202     		NONE PUBLIC CHARITY TO PROVIDE FAMILIES IN NEED WITH A SOURCE OF FOOD 10,000
    IMS INSIGHT MEDITATION SOCIETY
    1230 PLEASANT STREET
    BARRE,MA01005     		NONE PUBLIC CHARITY GENERAL SUPPORT 17,000
    ISLAND GROWN SCHOOLS
    PO BOX 622
    VINEYARD HAVEN,MA02568     		NONE PUBLIC CHARITY FOR SUPPORT OF FARMING 2,500
    LISTENING FOR QUABBIN COMPOSTING
    94 HALE ROAD
    HUBBARDSTON,MA01452     		NONE PUBLIC CHARITY FOR QUABBIN COMPOSTING 30,000
    MARLBORO COLLEGE
    2582 SOUTH ROAD
    MARLBORO,VT05344     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 274,000
    MARTHA'S VINEYARD SHELLFISH GROUP INC
    BOX 1552
    OAK BLUFFS,MA02557     		NONE PUBLIC CHARITY FOR EDUCATIONAL PURPOSES 1,000
    MASSACHUSETTS AUDUBON
    113 GOODNOW RD
    PRINCETON,MA01541     		NONE PUBLIC CHARITY FOR GENERAL MAINTENANCE AT THE MEADOW 1,000
    MILLER'S RIVER EDUCATION COOPERATIVE
    255 S ROYALSTON ROAD
    ROYALSTON,MA01368     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 15,000
    MILLER'S RIVER WATERSHED COUNCIL
    100 MAIN STREET
    ATHOL,MA01331     		NONE PUBLIC CHARITY FOR STORM WATER PROJECT AND OPERATING BUDGET 2,000
    MOUNT WACHUSETT CC FOUNDATION
    444 GREEN STREET
    GARDNER,MA01440     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 10,000
    MT GRACE LAND TRUST
    1461 OLD KEENE ROAD
    ATHOL,MA01331     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 100,000
    NATIONAL FALLEN FIREFIGHTERS ASSOCIATION
    PO DRAWER 498
    EMMITSBURG,PA21727     		NONE PUBLIC CHARITY TO ASSIST THE FAMILIES AND COWORKERS OF FALLEN FIRE FIGHTERS 5,000
    NORTHEAST ORGANIC FARMERS ASSOCIATION
    411 SHELDON RD
    BARRE,MA01005     		NONE PUBLIC CHARITY FOR SUPPORT OF FARMING IN NEW ENGLAND 3,000
    PETERSHAM ARTS COUNCIL
    PO BOX 53
    PETERSHAM,MA01366     		NONE PUBLIC CHARITY FOR COMMUNITY ART COUNCIL 1,000
    PETERSHAM CRAFT CENTER
    NORTH MAIN STREET
    PETERSHAM,MA01366     		NONE PUBLIC CHARITY FOR COMMUNITY ART CENTER 1,000
    PETERSHAM MEMORIAL LIBRARY
    ON THE COMMON
    PETERSHAM,MA01366     		NONE PUBLIC CHARITY GENERAL SUPPORT 3,000
    PETERSHAM UNITARIAN CHURCH
    ON THE COMMON
    PETERSHAM,MA01366     		NONE PUBLIC CHARITY FOR BUILDING MAINTENANCE 3,000
    SEEDS OF SOLIDARITY
    165 CHESTNUT HILL RD
    ORANGE,MA01364     		NONE PUBLIC CHARITY FOR SUPPORT OF FARMING 1,000
    SHERIFF'S MEADOW FOUNDATION
    57 DAVID AVENUE
    VINEYARD HAVEN,MA02568     		NONE PUBLIC CHARITY FOR LAND CONSERVATION 1,000
    ST ANDREWS SCHOOL
    350 NOXONTOWN RD
    MIDDLETOWN,DE19709     		NONE PUBLIC CHARITY FOR EDUCATIONAL PURPOSES 1,500
    SWARTHMORE COLLEGE
    500 COLLEGE AVE
    SWARTHMORE,PA19081     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 5,000
    TAPESTRY HEALTH SYS
    296 NONOTUCK STREET
    FLORENCE,MA01062     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 10,000
    TEMPLE ISREAL
    107 WALNUT STREET
    ATHOL,MA01331     		NONE PUBLIC CHARITY FOR OPERATIONAL FUNDS 1,000
    THE FARM SCHOOL INC
    488 MOORE HILL ROAD
    ATHOL,MA01331     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT 25,000
    THE MARTHA'S VINEYARD FILM FESTIVAL
    PO BOX 592
    CHILMARK,MA02535     		NONE PUBLIC CHARITY FOR SUPPORT OF THE ARTS 1,000
    THE TRUSTEES OF RESERVATIONS
    572 ESSEX ST
    BEVERLY,MA01915     		NONE PUBLIC CHARITY FOR GENERAL SUPPORT IN PETERSHAM AND THE SURROUNDING TOWNS 1,000
    VCS VINEYARD CONSERVATION SOCIETY
    LAMBERTS COVE ROAD
    VINEYARD HAVEN,MA02568     		NONE PUBLIC CHARITY FOR RESEARCH 30,000
    VIPASSANA HAWAII
    PO BOX 551681
    KAPAAU,HI96755     		NONE PUBLIC CHARITY FOR METTA DANA PROJECT 5,000
    WAMC
    318 CENTRAL AVE
    ALBANY,NY12206     		NONE PUBLIC CHARITY FOR NORTHEAST PUBLIC RADIO 500
    WBUR
    630 COMMONWEALTH AVE
    BOSTON,MA02225     		NONE PUBLIC CHARITY FOR BOSTON PUBLIC RADIO PROGRAMS 500
    WENDY WEISMAN JENKINSON CULINARY ARTS FUND
    PO BOX 1182
    OAK BLUFFS,MA02557     		NONE PUBLIC CHARITY FOR EDUCATIONAL PURPOSES 500
    WFCR FOUNDATION INC
    131 COUNTY CIRCLE
    AMHERST,MA01003     		NONE PUBLIC CHARITY FOR NEW ENGLAND PUBLIC RADIO PROGRAMS 2,000
    WGBH
    PO BOX 55875
    BOSTON,MA02205     		NONE PUBLIC CHARITY FOR PUBLIC BROADCASTING 500
    WORCESTER ROOTS
    4 KING STREET
    WORCESTER,MA01610     		NONE PUBLIC CHARITY FOR EDUCATIONAL PURPOSES 3,000
    Total .................................bullet 3a 731,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 1,067  
    4 Dividends and interest from securities....     14 43,226  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     14 150  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 137,548  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 181,991 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13181,991
    (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 InvestmentsCorpBondsSchedule
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Name of Bond End of Year Book Value End of Year Fair Market Value
    US TRUST 1,565,413 1,565,520

    TY 2014 InvestmentsOtherSchedule2
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    FIR TREE INTERNATIONAL FUND FMV 770,589 770,589
    GRACIE CREDIT OPPORTUNITIES FUND FMV 483,290 483,290
    III SELECT CREDIT FUND FMV 811,952 811,952
    PALOMA INTERNATIONAL FUND FMV 1,277,134 1,277,134
    STEELHEAD PATHFINDER FUND FMV 623,701 623,701
    ZAIS ATLAS FUND, LTD. FMV 66,604 66,604

    TY 2014 LegalFeesSchedule
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 5,428 0   5,428


    TY 2014 OtherExpensesSchedule
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MA PC ANNUAL FILING FEE 250 0   250
    PARTNERSHIP EXPENSES 754 754   0


    TY 2014 OtherIncomeSchedule2
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    CLASS ACTION PROCEEDS 150 150 150


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    US TRUST - INVESTMENT MGMT FEES 16,570 16,570   0


    TY 2014 TaxesSchedule
    Name:
    CARDINAL BROOK TRUST
    EIN: 04-3050557
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    2013 FEDERAL EXTENSION PAYMENT 16,000 0   0
    2014 FEDERAL ESTIMATED EXCISE TAX PAYMENT 5,000 0   0