Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
THE WILLOW TREE FUND
 
Number and street (or P.O. box number if mail is not delivered to street address)C/O HEMENWAY BARNESPO BOX 961209
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BOSTON, MA021961209
A Employer identification number

46-7468137
B Telephone number (see instructions)

(617) 227-7940
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$9,527,487J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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 94 94  
4 Dividends and interest from securities... 117,082 116,853  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 252,016
b Gross sales price for all assets on line 6a 1,622,746
7 Capital gain net income (from Part IV, line 2)... 252,016
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 369,192 368,963  
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 4,493 4,493   0
b Accounting fees (attach schedule)....... Click to see attachment 1,200 1,200   0
c Other professional fees (attach schedule).... Click to see attachment 48,128 48,128   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 151,090 1,806   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 2,840 1,740   1,100
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 207,751 57,367   1,100
25 Contributions, gifts, grants paid....... 147,204 147,204
26 Total expenses and disbursements. Add lines 24 and 25 354,955 57,367   148,304
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 14,237
b Net investment income (if negative, enter -0-) 311,596
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
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............. 214,169 107,380 107,380
2 Savings and temporary cash investments......... 13,780 1,506 1,506
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)....... 4,378,298 Click to see attachment3,517,818 3,510,633
c Investments—corporate bonds (attach schedule)....... 1,117,654 Click to see attachment1,986,451 1,659,399
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 4,552,044 Click to see attachment4,651,121 4,248,569
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) 10,275,945 10,264,276 9,527,487
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 10,275,945 10,264,276
30 Total net assets or fund balances (see instructions)..... 10,275,945 10,264,276
31 Total liabilities and net assets/fund balances (see instructions). 10,275,945 10,264,276
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
10,275,945
2
Enter amount from Part I, line 27a .....................
2
14,237
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
26,328
4
Add lines 1, 2, and 3 ..........................
4
10,316,510
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
52,234
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
10,264,276
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES P    
b CAPITAL GAINS DIVIDENDS P    
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 1,466,694   1,370,730 95,964
b 156,052     156,052
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       95,964
b       156,052
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 252,016
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))
2014 10,982 9,922,899 0.001107
2013      
2012      
2011      
2010      
2
Total of line 1, column (d) .....................
20.001107
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
0.001107
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
9,831,107
5
Multiply line 4 by line 3......................
5
10,883
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
3,116
7
Add lines 5 and 6........................
7
13,999
8
Enter qualifying distributions from Part XII, line 4.............
8
148,304
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 (2015)
Form 990-PF (2015)
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 Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 3,116
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 3,116
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 3,116
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 9,000
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 9,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 5,884
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet5,884 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 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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
    Yes
     
    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 ofbulletHEMENWAY BARNES LLP Telephone no.bullet (617) 227-7940

    Located atbullet75 STATE STREET 16TH FLOORBOSTONMA ZIP+4bullet021091466
    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 2015, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    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 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    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 2015 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 2015.)..................
    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 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    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 (2015)
    Form 990-PF (2015)
    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
    TRACY WILLIAMS BARRON TRUSTEE
    0.00     		0 0 0
    C/O HEMENWAY BARNES PO BOX 961209
    BOSTON,MA021961209
    PERSIS LEVY TRUSTEE
    0.00     		0 0 0
    C/O HEMENWAY BARNES PO BOX 961209
    BOSTON,MA021961209
    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  
    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
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    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
    9,851,484
    b
    Average of monthly cash balances.......................
    1b
    129,335
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    9,980,819
    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
    9,980,819
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    149,712
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    9,831,107
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    491,555
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    491,555
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    3,116
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    3,116
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    488,439
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    488,439
    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
    488,439
    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
    148,304
    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
    148,304
    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
    3,116
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    145,188
    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 (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 488,439
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 145,989
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013......  
    e From 2014......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 148,304
    a Applied to 2014, but not more than line 2a 145,989
    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 2015 distributable amount..... 2,315
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2015. 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 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		486,124
    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 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013....  
    d Excess from 2014....  
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    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 2015, 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) 2015 (b) 2014 (c) 2013 (d) 2012
             
    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).)
    TRACY WILLIAMS BARRON
    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 (2015)
    Form 990-PF (2015)
    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
    BOSTON LYRIC OPERA
    PO BOX 847897
    BOSTON,MA022847897     		N/A PUBLIC CHARITY GENERAL PURPOSE/ UNRESTRICTED 5,000
    FIDELITY CHARITABLE FUND
    PO BOX 770001
    CINCINNATI,OH452770053     		N/A DONOR ADVISED FUND GENERAL PURPOSE/ UNRESTRICTED 140,989
    THE BOSTON EDUCATIONAL DEVELOPMENT FNDN - MCCORMACK MIDDLE SCHOOL LIBRARY
    315 MT VERNON ST
    DORCHESTER,MA02125     		N/A PUBLIC CHARITY LIBRARY BOOKS 1,215
    Total .................................bullet 3a 147,204
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    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 94  
    4 Dividends and interest from securities....     14 117,082  
    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 ............     		    18 252,016  
    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).. 0 369,192 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13369,192
    (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 (2015)
    Form 990-PF (2015)
    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 organizations?
    Yes
    No
    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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AccountingFeesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MAUREEN MARA - ACCOUNTING FEES 1,200 1,200   0

    TY 2015 GeneralExplanationAttachment
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Identifier Return Reference Explanation
      FORM 990-PF, PART VII-A, LINE 12 THE FOLLOWING EXPLANATION PROVIDES THE DETAIL OR DISTRIBUTIONS PAID BY THE ORGANIZATION DURING THE 2015 TAX PERIOD TO THE DONOR ADVISED FUND REFERENCED BELOW OVER WHICH THE FOUNDATION OR A DISQUALIFIED PERSON HAD ADVISORY PRIVILEGES.RECIPIENT: FIDELITY CHARITABLE FUND - THE WILLOW TREE FUNDAMOUNT TREATED AS QUALIFYING DISTRIBUTION: 140,989HOW THE DISTRIBUTION ACCOMPLISHES THE CHARITABLE PURPOSE: THE FIDELITY CHARITABLE FUND HAS EXCLUSIVE LEGAL CONTROL OVER THE ASSETS CONTRIBUTED AND ALL DISTRIBUTIONS WILL BE USED TO ACCOMPLISH A PURPOSE DESCRIBED IN SECTION 170(C)(2)(B).

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Name of Bond End of Year Book Value End of Year Fair Market Value
    55065.039 AB GLOBAL BOND FUND- ADV(1) 466,484 449,656
    23031.82 BERNSTEIN INTERMEDIATE DURATION PORTFOLIO(1) 315,459 299,889
    29380.028 AB BOND INFLATION STRATEGY CLASS 1(1) 319,633 299,089
    83781.139 ALLIANCEBERNSTEIN ALL MARKET R CLASS 1(1) 884,875 610,765

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Name of Stock End of Year Book Value End of Year Fair Market Value
    5516.321 BERNSTEIN EMERGING MARKETS PORTFOLIO(1) 163,147 123,952
    5652.189 AB DISCOVERY VALUE FUND- ADV 122,728 103,435
    11625.832 AB DISCOVERY GRWTH FUND- ADV 112,603 102,772
    802 APPLE INC 81,097 84,419
    107 ALPHABET INC-CL C 61,382 81,200
    1299 MICROSOFT CORP 59,432 72,069
    1236 WELLS FARGO & COMPANY 64,414 67,189
    906 ALTRIA GROUP INC 45,983 53,250
    3084 BANK OF AMERICA CORP 50,406 51,904
    811 ALLSTATE CORP 55,573 50,598
    370 HOME DEPOT INC 29,883 48,933
    465 FACEBOOK INC-A 33,597 48,667
    474 CVS HEALTH CORP 38,790 46,343
    590 VISA INC - CLASS A SHRS 31,402 45,755
    383 UNITEDHEALTH GROUP INC 43,306 45,056
    439 PEPSICO INC 41,324 44,173
    450 DANAHER CORP 36,884 41,857
    401 GILEAD SCIENCES INC 33,844 40,577
    703 COMCAST CORP-CLASS A 39,023 39,670
    209 NORTHROP GRUMMAN CORP 33,294 39,461
    616 NIKE INC -CL B 24,670 38,599
    1191 PFIZER INC 35,099 38,445
    2024 APPLIED MATERIALS INC 38,373 37,788
    346 JOHNSON & JOHNSON 35,640 35,541
    475 DOLLAR GENERAL CORP 30,457 34,243
    284 L-3 COMMUNICATIONS HOLDINGS 33,655 33,941
    319 WALT DISNEY CO/THE 27,714 33,747
    384 LYONDELLBASELL INDU-CL A 36,418 33,370
    358 DR PEPPER SNAPPLE GROUP INC 21,701 33,538
    803 CF INDUSTRIES HOLDINGS INC 43,982 32,770
    609 ROSS STORES INC 30,785 32,770
    531 STARBUCKS CORP 20,065 31,876
    731 US BANCORP 31,675 31,378
    427 BALL CORP 26,392 31,056
    212 ANTHEM INC 24,629 29,561
    269 AETNA INC 21,152 29,084
    844 PPL CORPORATION 28,376 29,125
    537 DELTA AIR LINES INC 21,543 27,221
    649 KROGER CO 16,528 27,148
    503 DISCOVER FINANCIAL SERVICES 29,652 26,971
    88 BIOGEN INC 27,903 26,959
    350 CAPITAL ONE FINANCIAL CORP 28,229 25,263
    425 EDISON INTERNATIONAL 23,973 25,368
    153 COSTCO WHOLESALE CORP 18,223 24,710
    45 INTUITIVE SURGICAL INC 17,464 24,577
    204 MCDONALD'S CORP 19,488 24,101
    641 ITT CORP 27,363 23,281
    299 MEDTRONIC PLC 22,317 23,113
    18 PRICELINE GROUP INC/THE 21,678 22,949
    247 ANSYS INC 18,833 22,848
    382 AMERICAN ELECTRIC POWER 21,234 22,259
    250 ESTEE LAUDER COMPANIES-CL A 18,912 22,015
    237 FISERV INC 15,976 21,676
    78 SHERWIN-WILLIAMS CO/THE 16,670 20,249
    554 ORACLE CORP 21,643 20,238
    453 SEALED AIR CORP 23,543 20,204
    285 VALERO ENERGY CORP 13,990 20,152
    1892 XEROX CORP 23,331 20,244
    731 EBAY INC 17,828 20,088
    96 MCKESSON CORP 20,244 18,961
    265 EOG RESOURCES INC 22,433 18,759
    508 VOYA FINANCIAL INC 21,454 18,750
    1200 HEWLETT PACKARD ENTERPRIS 22,208 18,306
    333 AMDOCS LTD 16,078 18,229
    345 AMPHENOL CORP-CL A 16,796 18,067
    363 HESS CORP 33,889 17,598
    169 UNITED TECHNOLOGIES CORP 20,042 16,236
    120 KIMBERLY-CLARK CORP 13,146 15,382
    680 MURPHY OIL CORP 28,838 15,266
    193 UNION PACIFIC CORP 19,404 15,093
    214 SCHLUMBERGER LTD 22,599 15,034
    97 MONSTER BEVERAGE CORP 6,596 14,449
    1200 HP INC 18,466 14,357
    266 MERCK & CO. INC. 15,469 14,172
    475 GAMESTOP CORP-CLASS A 17,721 13,319
    562 JETBLUE AIRWAYS 12,917 12,729
    51 PUBLIC STORAGE 10,964 12,633
    123 L BRANDS INC 11,644 11,786
    285 MAGNA INTERNATIONAL INC 15,287 11,560
    125 SERVICENOW INC 7,169 10,820
    229 MOBILEYE NV 8,470 9,682
    93 ROCKWELL COLLINS INC. 8,703 8,584
    229 CITIZENS FINANCIAL GROUP 6,092 5,998
    54 F5 NETWORKS INC 6,008 5,236
    55839.732 BERNSTEIN INTERNATIONAL PORTFOLIO 959,965 849,881

    TY 2015 InvestmentsOtherSchedule2
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    183380.148 AB MULTI- MANAGER ALTERNATIVE FUND FMV 2,123,176 1,989,436
    195765.413 OVERLAY A PORTFOLIO CLASS 2 FMV 2,527,945 2,259,133

    TY 2015 LegalFeesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    HEMENWAY & BARNES - LEGAL FEES 4,493 4,493   0


    TY 2015 OtherDecreasesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Description Amount
    INCOME POSTED IN 2016 REPORTED IN 2015 52,234


    TY 2015 OtherExpensesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    COMMONWEALTH OF MASSACHUSETTS - FILING FEE 1,000 0   1,000
    COMMONWEALTH OF MASSACHUSETTS - REGISTRATION FEE 100 0   100
    SUPPLIES/ OFFICE-RELATED EXPENSES 1,740 1,740   0


    TY 2015 OtherIncreasesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Description Amount
    INCOME POSTED IN 2015 REPORTED IN 2014 24,436
    ADJUST BOOK VALUE TO REFLECT ACTUAL CARRYING VALUES 1,892


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BERNSTEIN - INVESTMENT MANAGEMENT FEES 42,886 42,886   0
    HEMENWAY & BARNES - TAX PREPARATION 5,242 5,242   0


    TY 2015 TaxesSchedule
    Name:
    THE WILLOW TREE FUND
    EIN:
    46-7468137
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES WITHHELD ON FOREIGN DIVIDENDS 1,806 1,806   0
    FEDERAL EXCISE TAX (BALANCE OF 2014 TAX) 140,284 0   0
    FEDERAL EXCISE TAX (2015 ESTIMATED TAXES) 9,000 0   0