TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
OPEN SPACE INSTITUTE INC

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
1350 BROADWAY NO 201

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY100187799

D Employer identification number

52-1053406

E Telephone number

G Gross receipts $ 4,834,161

F Name and address of principal officer:
CHRISTOPHER J ELLIMAN
1350 BROADWAY NO 201
NEW YORK,NY100187799

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.OSINY.ORG

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1974

M State of legal domicile: NY

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO PROTECT SCENIC, NATURAL AND HISTORIC LANDSCAPES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	26
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	25
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	52
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	4,006,255	4,458,958
9	Program service revenue (Part VIII, line 2g) .........	110,676	180,257
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-20,777	26,625
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	98,146	136,121
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	4,194,300	4,801,961
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,580,380	3,706,264
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	993,596	844,024
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 58,048
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	2,113,922	2,262,310
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	4,687,898	6,812,598
19	Revenue less expenses. Subtract line 18 from line 12.......	-493,598	-2,010,637
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	9,867,611	5,983,243
21	Total liabilities (Part X, line 26).............	3,626,598	1,568,275
22	Net assets or fund balances. Subtract line 21 from line 20.....	6,241,013	4,414,968

Part II

Signature Block

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 officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: OPEN SPACE INSTITUTE PROTECTS SCENIC, NATURAL AND HISTORIC LANDSCAPES TO ENSURE PUBLIC ENJOYMENT, CONSERVE HABITATS AND SUSTAIN COMMUNITY CHARACTER.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 2,714,387 including grants of $ 2,684,479 ) (Revenue $ )
	OPEN SPACE INSTITUTE, INC. ("OSI") AND ITS SUPPORTING ORGANIZATION, OPEN SPACE INSTITUTE LAND TRUST, INC. ("OSILT") BOTH BUY LAND AND EASEMENTS IN NEW YORK STATE, ITS HOME AND HISTORIC BASE OF OPERATIONS. THIS PROGRAM FOCUSES ON PROTECTING SCENIC, HISTORIC, RECREATIONAL AND AGRICULTURAL LANDSCAPES IN THREE PRINCIPAL REGIONS - THE HUDSON RIVER VALLEY, THE CATSKILLS AND THE ADIRONDACKS. THIS PROGRAM INCLUDES THE SALE OR DONATION OF PROTECTED PROPERTIES TO CONSERVATION BUYERS, BOTH PUBLIC AND PRIVATE. IN 2013, OSI AND OSILT PROTECTED 3,098 ACRES HAVING A FAIR MARKET VALUE OF $5.3 MILLION

4b	(Code: ) (Expenses $ 587,662 including grants of $ 573,385 ) (Revenue $ )
	OSI AND OSILT BOTH ADMINISTER A CONSERVATION CAPITAL PROGRAM WHICH PROVIDES GRANTS AND LOANS, PRIMARILY TO OTHER LAND TRUSTS, TO PROTECT DIVERSE LANDSCAPES THAT INCLUDE PARKS AND PRESERVES, AS WELL AS WORKING FARMS AND FORESTS IN THE EASTERN UNITED STATES AND CANADA. THIS PROGRAM ALSO CONDUCTS RESEARCH AND EDUCATION ACTIVITIES TO IDENTIFY CONSERVATION PRIORITIES AND METHODS OF ATTRACTING OR DEVELOPING NEW FINANCING FOR PERMANENT CONSERVATION. IN 2013, OSI AND OSILT MADE 33 GRANTS AND 1 LOAN, TOTALING $4.4 MILLION RESULTING IN THE PROTECTION OF 26,573 ACRES IN 9 STATES AND PROVINCES WITH A FAIR MARKET VALUE OF $32 MILLION.

4c	(Code: ) (Expenses $ 1,735,458 including grants of $ 132,880 ) (Revenue $ 44,756 )
	OSI ADMINISTERS THE ENVIRONMENTAL PARTICIPATION AND EDUCATION PROGRAM. THIS PROGRAM INCLUDES THE ACTIVITIES OF THE CITIZEN ACTION PROGRAM, THE MALCOLM GORDON CHARITABLE FUND, AND THE BARNABAS MCHENRY HUDSON RIVER VALLEY AWARDS PROGRAM.A) THE ORGANIZATION HAS A FISCAL SPONSORSHIP PROGRAM, CITIZEN ACTION, FOR LOCAL COMMUNITY GROUPS WORKING TO PROTECT NATURAL HABITATS, MAKE CITIES MORE LIVABLE, ENHANCE LOCAL COMMUNITIES, PROVIDE ENVIRONMENTAL EDUCATION AND CONNECT PEOPLE WITH THE LAND. THROUGH THE ORGANIZATION'S BOARD OF TRUSTEES, STAFF AND CONSULTANTS, CITIZEN ACTION ALSO PROVIDES TECHNICAL, LEGAL AND ADMINISTRATIVE ASSISTANCE TO COMMUNITY GROUPS PARTICIPATING IN THE PROGRAM (SEE SCHEDULE O FOR MORE INFORMATION).B) THE MALCOLM GORDON CHARITABLE FUND MAKES GRANTS TO LOCAL ORGANIZATIONS TO FURTHER THE ENVIRONMENTAL EDUCATION PROGRAMS OF THE ORGANIZATION.C) THE BARNABAS MCHENRY HUDSON RIVER VALLEY AWARDS PROGRAM ANNUALLY GRANTS FUNDS TO PAIRINGS OF YOUNG LEADERS AND EXEMPLARY PROJECTS THAT MAKE SIGNIFICANT CONTRIBUTIONS IN ENVIRONMENTAL CONSERVATION, HISTORIC PRESERVATION, TOURISM, AND THE ARTS IN THE HUDSON RIVER VALLEY.

	(Code: ) (Expenses $ 1,130,793 including grants of $ 315,520 ) (Revenue $ 135,501 )
	UNDER THE STEWARDSHIP PROGRAM, OSI AND OSILT ARE BOTH RESPONSIBLE FOR MONITORING AND ENFORCING MORE THAN 330 CONSERVATION EASEMENTS, IMPLEMENTING COMPLEX DISPOSITION PLANS, OVERSEEING THE MANAGEMENT OF DOZENS OF CONSERVATION PROPERTIES BY THIRD-PARTY PARTNERS AND PROVIDING INTERIM MANAGEMENT FOR PROPERTIES THAT ARE BEING CONVEYED TO THIRD PARTIES, SUCH AS THE STATE OF NEW YORK. THIS PROGRAM ALSO INCLUDES THE ACTIVITIES OF BEAVERKILL VALLEY LAND TRUST, INC. OSI AND OSILT'S PUBLIC POLICY PROGRAM INCLUDES BOTH THE OUTDOORS AMERICA CAMPAIGN AND THE ALLIANCE FOR NEW YORK STATE PARKS. OUTDOORS AMERICA WAS FORMED TO EDUCATE AND ADVOCATE FOR INCREASED SUPPORT FOR THE FEDERAL LAND AND WATER CONSERVATION FUND. THE ALLIANCE FOR NEW YORK STATE PARKS ADVOCATES FOR GREATER PUBLIC SUPPORT FOR THE NEW YORK STATE PARKS SYSTEM, AND WORKS TO MARSHAL PRIVATE DOLLARS IN SUPPORT OF IMPROVED NEW YORK STATE PARKS MAINTENANCE AND DEVELOPMENT.ALL PROGRAM ACTIVITIES ARE SUPPORTED BY CONTRIBUTIONS AND INCOME AS DISCLOSED IN PART I.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 1,130,793 including grants of $ 315,520 ) (Revenue $ 135,501 )
4e	Total program service expenses6,168,300

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II Click to see attachment

........

Yes

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III Click to see attachment

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

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

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

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Yes

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

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

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

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

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

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

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

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

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

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

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions).... Click to see attachment

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............ Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........ Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I................... Click to see attachment

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II.................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV..................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I........................... Click to see attachment

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II...................... Click to see attachment

Yes

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

189

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

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

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

Yes

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

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

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

NY , CA , CT , GA , MA , ME , NC , NH , NJ , PA , SC , TN , WA

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

JOSEPH HOLLAND1350 BROADWAY SUITE 201NEW YORKNY100187799 (212) 290-8200

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) JOHN H ADAMS........................................................................ CHAIRMAN	3.00 .......................3.00	X	X	0	0	0
(2) PETER A BIENSTOCK........................................................................ VICE-CHAIR	3.00 .......................3.00	X	X	0	0	0
(3) CAROLINE NIEMCZYK........................................................................ VICE-CHAIR	3.00 .......................3.00	X	X	0	0	0
(4) ELIZABETH BORDEN........................................................................ TREASURER	3.00 .......................3.00	X	X	0	0	0
(5) EDWARD A AMES........................................................................ SECRETARY	3.00 .......................3.00	X	X	0	0	0
(6) CAROL ASH........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(7) SUSAN BABCOCK........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(8) DALE S BRYK........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(9) GILMAN S BURKE........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(10) JOHN CAHILL........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(11) STEPHEN J CLEARMAN........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(12) T JEFFERSON CUNNINGHAM III........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(13) J MATTHEW DAVIDSON........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(14) PAUL J ELSTON........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(15) JOHN ERNST........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(16) JOSHUA GINSBERG........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0
(17) JEREMY GUTH........................................................................ BOARD MEMBER	3.00 .......................3.00	X		0	0	0

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) HOLLY HEGENER........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(19) SAMUEL G HUBER........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(20) SAMUEL W LAMBERT III........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(21) YUKI MOORE LAURENTI........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(22) W BARNABAS MCHENRY........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(23) KATHERINE O ROBERTS........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(24) AMELIA SALZMAN........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(25) HUME R STEYER........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(26) PATRICIA F SULLIVAN........................................................................ BOARD MEMBER	3.00 .......................3.00	X			0	0	0
(27) CHRISTOPHER ELLIMAN........................................................................ PRESIDENT & CEO	.20 .......................34.80		X		8,815	390,955	60,569
(28) PETER HOWELL........................................................................ EXECUTIVE VP, CONSERVATION CAPITAL	1.50 .......................33.50		X		8,049	204,292	35,709
(29) ROBERT K ANDERBERG........................................................................ VP & GENERAL COUNSEL	2.30 .......................32.70		X		11,412	183,843	35,682
(30) ALICE GLEASON........................................................................ SENIOR VP, FINANCE & CFO	7.00 .......................28.00		X		2,092	150,136	28,043
(31) ANTONIA BOWRING LEFT 62013........................................................................ VP, CHIEF OPERATING OFFICER	17.10 .......................17.90		X		35,315	52,618	21,122
(32) JOSEPH HOLLAND........................................................................ ASSISTANT TREASURER & CONTROLLER	.60 .......................34.40		X		0	106,863	10,352
(33) SAMAYLA DEUTCH........................................................................ VP & ASSOCIATE GENERAL COUNSEL	.80 .......................34.20		X		3,381	165,409	33,248
(34) TALLY BLUMBERG........................................................................ SENIOR VP OF PROGRAMS	2.70 .......................32.30		X		13,594	172,220	36,730
(35) ERIK KULLESEID........................................................................ VP, DIR. ALLIANCE FOR NYS PARKS	0.00 .......................35.00		X		0	176,849	42,369
(36) TERRENCE NOLAN........................................................................ SENIOR VP, CONSERVATION	0.00 .......................35.00		X		0	173,304	41,277
(37) JENNIFER MELVILLE........................................................................ VP, CONSERVATION GRANTS & LOANS	.30 .......................34.70		X		764	91,140	30,338
(38) NATE BERRY........................................................................ VICE PRESIDENT	0.00 .......................35.00		X		0	90,181	35,460
(39) JEAN CHEN........................................................................ ASST. SECRETARY & ASSOCIATE COUNSEL	6.10 .......................28.90		X		26,284	88,991	26,569
(40) SUSAN BARBARISI........................................................................ ASST. SECRETARY & DIR. OF ADMIN.	.20 .......................34.80		X		269	89,152	16,974
(41) LESLIE KANE SZYNAL........................................................................ DIRECTOR OF OUTDOORS AMERICA	35.00 .......................0.00			X	203,372	0	43,777

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	313,347	2,135,953	498,219

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		145,500
d	Related organizations...1d
e	Government grants (contributions)1e		608,831

f	All other contributions, gifts, grants, and similar amounts not included above1f		3,704,627

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			4,458,958
			Business Code
2a	MANAGEMENT FEES		900099	135,251	135,251
b	SERVICE INCOME		900099	38,137	38,137
c	ADMISSION FEES		900099	6,869	6,869
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			180,257
3	Investment income (including dividends, interest, and other similar amounts).......			13,738			13,738
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents	77,039
b	Less: rental expenses	0
c	Rental income or (loss)	77,039
d	Net rental income or (loss).......			77,039			77,039
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	12,887
b	Less: cost or other basis and sales expenses	0
c	Gain or (loss)	12,887
d	Net gain or (loss)..........			12,887			12,887
8a	Gross income from fundraising events (not including $ 145,500 of contributions reported on line 1c). See Part IV, line 18 ..
	a		32,200
b	Less: direct expenses ...b		32,200
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	MISCELLANEOUS		900099	59,082			59,082
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			59,082
12	Total revenue. See Instructions......			4,801,961	180,257	0	162,746

Form 990 (2013)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	3,706,264	3,706,264
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	114,271	109,083	4,777	411
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	493,748	471,333	20,641	1,774
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	45,118	43,070	1,886	162
9	Other employee benefits .......	147,849	141,138	6,181	530
10	Payroll taxes ...........	43,038	41,084	1,799	155
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	41,535	30,020	11,515
c	Accounting ...........	17,804		17,804
d	Lobbying ...........	233,628	233,628
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	3,054		3,054
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	830,617	789,534	41,083
12	Advertising and promotion ....	69,993	51,617	18,376
13	Office expenses .......	214,349	73,560	140,789
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	156,316	151,617	4,382	317
17	Travel ............	175,358	113,008	59,992	2,358
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........	8,444	8,444
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	191,159	1,174	189,985
23	Insurance ..............	33,123	1,496	31,627
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MISCELLANEOUS	253,332	169,341	31,650	52,341
b	PROPERTY MAINTENANCE	30,314	29,605	709
c	REAL ESTATE TAXES	3,284	3,284
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	6,812,598	6,168,300	586,250	58,048
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			2,177	1	3,175
2	Savings and temporary cash investments .........			4,492,559	2	2,877,085
3	Pledges and grants receivable, net ...........			70,000	3	0
4	Accounts receivable, net .............			83,002	4	57,532
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............			587,000	7	0
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........			363,397	9	532,876
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,471,974
b	Less: accumulated depreciation .....	10b	1,930,739	1,602,810	10c	541,235
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			2,666,666	15	1,971,340
16	Total assets. Add lines 1 through 15 (must equal line 34)......			9,867,611	16	5,983,243
17	Accounts payable and accrued expenses .........			1,379,585	17	1,567,075
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			2,247,013	23	1,200
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................				25
26	Total liabilities. Add lines 17 through 25.........			3,626,598	26	1,568,275
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			2,719,487	27	1,142,329
28	Temporarily restricted net assets ...........			3,521,526	28	3,272,639
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			6,241,013	33	4,414,968
34	Total liabilities and net assets/fund balances ........			9,867,611	34	5,983,243

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

4,801,961

Total expenses (must equal Part IX, column (A), line 25) ............

6,812,598

Revenue less expenses. Subtract line 2 from line 1 ..............

-2,010,637

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

6,241,013

Net unrealized gains (losses) on investments ...............

201,120

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

-16,528

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

4,414,968

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	3,908,524	13,100,132	14,269,485	4,006,255	4,458,958	39,743,354
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3	3,908,524	13,100,132	14,269,485	4,006,255	4,458,958	39,743,354
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.						39,743,354

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..	3,908,524	13,100,132	14,269,485	4,006,255	4,458,958	39,743,354
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	865,243	489,077	121,666	96,771	90,777	1,663,534
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	365,075	288,289	32,530	16,413	59,082	761,389
11	Total support (Add lines 7 through 10).						42,168,277

Gross receipts from related activities, etc. (see instructions) ..................

587,373

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) .........

94.250 %

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

90.190 %

16a

33 1/3% support test—2013. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2012. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 4

Part IV

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

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

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

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization OPEN SPACE INSTITUTE INC

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization OPEN SPACE INSTITUTE INC

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions. SchCMd Bullet

Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

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

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2013

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures). Click to see list of attachments

B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing organization's totals	(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......	128,698	171,046
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......	104,930	124,723
c	Total lobbying expenditures (add lines 1a and 1b) ...................	233,628	295,769
d	Other exempt purpose expenditures ........................	7,328,172	22,837,317
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............	7,561,800	23,133,086
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	528,090	1,000,000
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................	132,023	250,000
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................	0	0
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................	0	0
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................		Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) Total

2a	Lobbying nontaxable amount	892,949	1,000,000	1,000,000	1,000,000	3,892,949

b	Lobbying ceiling amount (150% of line 2a, column(e))					5,839,424

c	Total lobbying expenditures	580,820	394,248	242,187	295,769	1,513,024

d	Grassroots nontaxable amount	223,327	250,000	250,000	250,000	973,327

e	Grassroots ceiling amount (150% of line 2d, column (e))					1,459,991

f	Grassroots lobbying expenditures	176,819	122,278	121,227	171,046	591,370

Schedule C (Form 990 or 990-EZ) 2013

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.

			Held at the End of the Year
a	Total number of conservation easements .......................	2a	1
b	Total acreage restricted by conservation easements ..................	2b	8.00
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

624.00

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

$ 38,351

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	155,092,616	141,803,316	144,825,486	133,520,698	116,475,276
b	Contributions ........
c	Net investment earnings, gains, and losses	21,719,924	21,817,706	1,454,134	16,083,197	20,769,161
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	8,634,227	8,528,406	4,476,304	4,778,409	3,723,739
f	Administrative expenses ....
g	End of year balance ......	168,178,313	155,092,616	141,803,316	144,825,486	133,520,698

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

100.000 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

Yes

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Yes

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	2,203,701	1,683,402	520,299
d	Equipment ................	85,785	77,322	8,463
e	Other .................	182,488	170,015	12,473
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				541,235

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) DUE FROM RELATED ORGANIZATIONS				134,606
(2) DUE FROM RELATED ORGANIZATIONS - UNITIZED INVESTMENT POOL				1,836,734







Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				1,971,340

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART II, LINE 9:	PURCHASED EASEMENTS THAT HAVE A RESALE VALUE ARE RECORDED AT THE LOWER OF COST OR MARKET. DONATED EASEMENTS THAT HAVE A RESALE VALUE ARE RECORDED AT THE LOWER OF THE DONATED VALUE OR MARKET. CONSERVATION EASEMENTS DETERMINED BY OSI TO HAVE NO RESALE VALUE ARE WRITTEN DOWN TO A $1 CARRYING VALUE.
PART V, LINE 4:	THE WALLACE ENDOWMENT IS HELD BY OPEN SPACE INSTITUTE LAND TRUST, INC., A SUPPORTING ORGANIZATION OF OSI, AND IS INTENDED TO BE USED FOR THE PURPOSE OF ACQUIRING AND/OR HOLDING LAND IN THE HUDSON RIVER VALLEY, CATSKILLS AND ADIRONDACKS IN ORDER TO PRESERVE AND PROTECT SUCH LAND FOR THE BENEFIT OF THE PUBLIC, AND SECONDARILY FOR OTHER PURPOSES THAT ARE IN FURTHERANCE OF THE CONSERVATION OF THE SCENIC BEAUTY, HISTORIC VALUES AND RESOURCES OF THE REGIONS. THE MALCOLM GORDON CHARITABLE TRUST (THE "TRUST") ENDOWMENT FUNDS ARE CLASSIFIED AS TEMPORARILY RESTRICTED BECAUSE THE GRANTOR WHO ESTABLISHED THE TRUST REQUIRED THAT THE FUNDS BE DEVOTED TO ENVIRONMENTAL EDUCATION GRANTS. AFTER THE TRUST WAS DISSOLVED IN AUGUST 2012, THE ORGANIZATION CONTINUED TO CONSIDER THESE FUNDS TO BE TEMPORARILY RESTRICTED.
PART X, LINE 2:	THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2013 AND 2012 IN ACCORDANCE WITH ACCOUNTING STANDARDS CODIFICATION ("ASC") TOPIC 740, "INCOME TAXES," WHICH PROVIDES STANDARDS FOR ESTABLISHING AND CLASSIFYING ANY TAX PROVISIONS FOR UNCERTAIN TAX POSITIONS. WITH FEW EXCEPTIONS, THE ORGANIZATION IS NO LONGER SUBJECT TO FEDERAL OR STATE AND LOCAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR THE YEAR ENDED DECEMBER 31, 2010 AND PRIOR YEARS.

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

Information about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)	(iii) Did fundraiser have custody or control of contributions?
	Yes	No










Total .................

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2013

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 ANNUAL LUNCH (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	177,700	177,700
2	Less: Contributions . .	145,500	145,500
3	Gross income (line 1 minus line 2) . . .	32,200	32,200
4	Cash prizes . . .	824	824
5	Noncash prizes . .
6	Rent/facility costs . .	21,835	21,835
7	Food and beverages .
8	Entertainment . . .	9,541	9,541
9	Other direct expenses .
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		32,200
11	Net income summary. Subtract line 10 from line 3, column (d)...........		0

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2013

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
OPEN SPACE INSTITUTE INC

Employer identification number
52-1053406

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) APPALACHIAN MOUNTAIN CLUB 5 JOY STREET BOSTON,MA02108	04-6001677	501(C)(3)	24,000		N/A	N/A	ENVIRONMENTAL SUPPORT GRANT
(2) CONSTITUTION ISLAND ASSOC BOX 41 WEST POINT,NY10996	51-0243889	501(C)(3)	5,000		N/A	N/A	ENVIRONMENTAL EDUCATION GRANT
(3) CARY INSTITUTE OF ECOSYSTEM STUDIES BOX AB SHARON TURNPIKE MILLBROOK,NY12545	22-3232968	501(C)(3)	10,000		N/A	N/A	ENVIRONMENTAL RESEARCH GRANT
(4) CONSTITUTION MARSH 127 WARREN LANDING RD GARRISON,NY10524	13-1624102	501(C)(3)	7,000		N/A	N/A	ENVIRONMENTAL RESEARCH GRANT
(5) CORBIN HILL FOOD PROJECT 119 WEST 120TH ST NYC,NY10027	46-1206478	501(C)(3)	109,132		N/A	N/A	TO PROVIDE FOOD TO UNDERSERVED AREAS
(6) GARRISON UNION FREE SCHOOL DISTRICT 110 RTE 9D BOX 193 GARRISON,NY10524	14-6001817	N/A	5,000		N/A	N/A	MALCOLM GORDON CHARITABLE FUND - ENVIRONMENTAL EDUCATION
(7) HUDSON RIVER SLOOP CLEARWATER INC 724 WOLCOTT AVE BEACON,NY12508	14-6049022	501(C)(3)	10,000		N/A	N/A	MALCOLM GORDON CHARITABLE FUND - ENVIRONMENTAL EDUCATION
(8) HUDSON HIGHLANDS LAND TRUST PO BOX 226 GARRISON,NY10524	13-3528266	501(C)(3)	7,500		N/A	N/A	MALCOLM GORDON CHARITABLE FUND - ENVIRONMENTAL EDUCATION
(9) HUDSON RIVER VALLEY INSTITUTE 3399 NORTH ROAD POUGHKEEPSIE,NY12601	14-1442493	501(C)(3)	5,750		N/A	N/A	MCHENRY HUDSON RIVER VALLEY AWARD
(10) NORTH CAROLINA WILDLIFE FEDERATION 2155 MCCLINTOCK ROAD CHARLOTTE,NC28205	56-1564376	501(C)(3)	22,500		N/A	N/A	LAND CONSERVATION EDUCATION
(11) NY-NJ TRAIL CONFERENCE 156 RAMAPO VALLEY ROAD MAHWAH,NJ07430	22-6042838	501(C)(3)	5,750		N/A	N/A	MCHENRY HUDSON RIVER VALLEY AWARD
(12) SOUTHERN APPALACHIAN HIGHLANDS CONSERVANCY 34 WALL STREET SUITE 502 ASHEVILLE,NC28801	62-1098890	501(C)(3)	25,000		N/A	N/A	ENVIRONMENTAL SUPPORT GRANT
(13) STORM KING ART CENTER OLD PLEASANT HILL RD MOUNTAINVILLE,NY10953	14-1457573	501(C)(3)	8,000		N/A	N/A	MALCOLM GORDON CHARITABLE FUND - ENVIRONMENTAL EDUCATION
(14) SOUTH CAROLINA WILDLIFE FEDERATION 215 PICKENS ST COLUMBIA,SC29205	57-0602549	501(C)(3)	22,500		N/A	N/A	LAND CONSERVATION EDUCATION
(15) TRUST FOR PUBLIC LAND 116 NEW MONTGOMERY ST SAN FRANCISCO,CA94105	23-7222333	501(C)(3)	24,740		N/A	N/A	LAND CONSERVATION EDUCATION
(16) WINNAKEE LAND TRUST PO BOX 610 RHINEBECK,NY12572	14-1722963	501(C)(3)	5,000		N/A	N/A	MALCOLM GORDON CHARITABLE FUND - ENVIRONMENTAL EDUCATION
(17) WOODSTOCK LAND CONSERVANCY PO BOX 864 WOODSTOCK,NY12498	22-2950482	501(C)(3)	5,750		N/A	N/A	MCHENRY HUDSON RIVER VALLEY AWARD
(18) OPEN SPACE INSTITUTE LAND TRUST INC 1350 BROADWAY SUITE 201 NEW YORK,NY10018	13-3028060	501(C)(3)	3,155,940	200,915	NET BOOK VALUE	SEE SCHEDULE N, PART III	LAND ACQUISITION AND RELATED PROGRAMS

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	GRANTEES EXECUTE A WRITTEN AGREEMENT WHICH REQUIRES THEM TO SUBMIT WRITTEN REPORTS TO OSI FOR THE PERIOD OF THE AGREEMENT.

Schedule I (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2013

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)CHRISTOPHER ELLIMANPRESIDENT & CEO	(i) (ii)	8,815 390,955	0 0	0 0	718 31,824	618 27,409	10,151 450,188	0 0
(2)PETER HOWELLEXECUTIVE VP, CONSERVATION CAPITAL	(i) (ii)	8,049 204,292	0 0	0 0	664 16,856	690 17,499	9,403 238,647	0 0
(3)ROBERT K ANDERBERGVP & GENERAL COUNSEL	(i) (ii)	11,412 183,843	0 0	0 0	921 14,834	1,165 18,762	13,498 217,439	0 0
(4)ALICE GLEASONSENIOR VP, FINANCE & CFO	(i) (ii)	2,092 150,136	0 0	0 0	157 11,243	229 16,414	2,478 177,793	0 0
(5)SAMAYLA DEUTCHVP & ASSOCIATE GENERAL COUNSEL	(i) (ii)	3,381 165,409	0 0	0 0	273 13,374	393 19,208	4,047 197,991	0 0
(6)TALLY BLUMBERGSENIOR VP OF PROGRAMS	(i) (ii)	13,594 172,220	0 0	0 0	637 8,067	2,050 25,976	16,281 206,263	0 0
(7)ERIK KULLESEIDVP, DIR. ALLIANCE FOR NYS PARKS	(i) (ii)	0 176,849	0 0	0 0	0 14,343	0 28,026	0 219,218	0 0
(8)TERRENCE NOLANSENIOR VP, CONSERVATION	(i) (ii)	0 173,304	0 0	0 0	0 13,251	0 28,026	0 214,581	0 0
(9)LESLIE KANE SZYNALDIRECTOR OF OUTDOORS AMERICA	(i) (ii)	203,372 0	0 0	0 0	15,751 0	28,026 0	247,149 0	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2013

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) STEPHEN CLEARMAN	SEE PART V	193,089	SEE PART V		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation
SCHEDULE L, PART IV:	STEPHEN CLEARMAN, AN OSI/OSILT BOARD MEMBER, IS ALSO A MANAGING PARTNER OF KINDERHOOK, L.P. IN WHICH OSI/OSILT IS AN INVESTOR. MANAGEMENT FEES PAID BY OSI/OSILT TO KINDERHOOK, L.P. DURING THE YEAR ENDED DECEMBER 31, 2013 AMOUNTED TO $193,089.

Schedule L (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE N
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

Complete if the organization answered "Yes" to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.
bullet

Attach certified copies of any articles of dissolution, resolutions, or plans.
bullet

Attach to Form 990 or 990-EZ.
bullet

Information about Schedule N (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
OPEN SPACE INSTITUTE INC

Employer identification number
52-1053406

Part I

Liquidation, Termination, or Dissolution. Complete this part if the organization answered "Yes" to Form 990, Part IV, line 31, or Form 990-EZ, line 36.
Part I can be duplicated if additional space is needed.

1(a)Description of asset(s) distributed or transaction expenses paid	(b)Date of distribution	(c)Fair market value of asset(s) distributed or amount of transaction expenses	(d)Method of determining FMV for asset(s) distributed or transaction expenses	(e)EIN of recipient	(f)Name and address of recipient	(g)IRC section of recipient(s) (if tax-exempt) or type of entity

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . .

Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . .

Receive, or become entitled to, compensation or other similar payments as a result of the organization's liquidation, termination, or dissolution? . . . . .

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

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

Cat. No. 50087Z

Schedule N (Form 990 or 990-EZ) (2013)

Page 2

Part I

Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26 (Total liabilities), should equal -0-.

Yes

Did the organization distribute its assets in accordance with its governing instrument(s)? If "No," describe in Part III . . . . . . . . . . .

Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate? . . . . . .

If "Yes," did the organization provide such notice? . . . . . . . . . . . . . . . . . . . . . . . . . .

Did the organization discharge or pay all of its liabilities in accordance with state laws? . . . . . . . . . . . . . . . . .

Did the organization have any tax-exempt bonds outstanding during the year? . . . . . . . . . . . . . . . . . . . .

Did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws? .

If "Yes" to line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If "No," explain in Part III.

Part II

Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization's Assets. Complete this part if the organization answered "Yes" to Form 990, Part IV, line 32, or Form 990-EZ, line 36. Part II can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity
SEE PART III	12-31-2013	3,356,855	NET BOOK VALUE	13-3028060	OPEN SPACE INSTITUTE LAND TRUST INC 1350 BROADWAY SUITE 201 NEW YORK,NY100187799	501(C)(3)

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . .

Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Receive, or become entitled to, compensation or other similar payments as a result of the organization’s significant disposition of assets? . . . . . . .

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

Schedule N(Form 990 or 990-EZ) (2013)

Schedule N (Form 990 or 990-EZ) (2013)

Page 3

Part III

Supplemental Information. Provide the information required by Part I, lines 2e and 6c, and Part II, line 2e. Also complete this part to provide any additional information.

Return Reference

Explanation

PART II, LINE 2E:

EXPLANATION OF INVOLVEMENT: OPEN SPACE INSTITUTE, INC. AND THE OPEN SPACE INSTITUTE LAND TRUST, INC. SHARE A COMMON BOARD OF TRUSTEES AND MANAGEMENT.

SCHEDULE N, PART II, LINE 1(A):

SEVERAL OVERLAPPING PROGRAMS OF OPEN SPACE INSTITUTE, INC. WERE TRANSFERRED TO OPEN SPACE INSTITUTE LAND TRUST, INC. DURING 2013 TO CONSOLIDATE SIMILAR PROGRAMS INTO ONE ENTITY. THE NET ASSETS OF $3,356,855 TRANSFERRED TO OPEN SPACE INSTITUTE LAND TRUST, INC. CONSISTED OF THE FOLLOWING:1) NATURAL LAND AREAS AND IMPROVEMENTS WITH A NET BOOK VALUE OF $873,882 AND TOTAL ACREAGE OF 111.56 ACRES,2) CONSERVATION EASEMENTS WITH A NET BOOK VALUE OF $33 AND TOTAL ACREAGE OF 9,459.15 ACRES,3) LOANS RECEIVABLE WITH A NET BOOK VALUE OF $587,000,4) LOANS PAYABLE WITH A NET BOOK VALUE OF ($1,260,000),5) OTHER DONOR-RESTRICTED FUNDS FOR SPECIFIC PROGRAMS WITH A NET BOOK VALUE OF $2,348,426, AND6) A GRANT TO SETTLE THE YEAR-END RECEIVABLE BALANCE OWED BY OPEN SPACE INSTITUTE LAND TRUST, INC. TO OPEN SPACE INSTITUTE, INC. OF $807,514.

Schedule N (Form 990 or 990-EZ) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Return Reference	Explanation
FORM 990, PART III, LINE 3	SEVERAL OVERLAPPING PROGRAMS OF OPEN SPACE INSTITUTE, INC. WERE TRANSFERRED TO OPEN SPACE INSTITUTE LAND TRUST, INC. DURING 2013 TO CONSOLIDATE SIMILAR PROGRAMS INTO ONE ENTITY (SEE SCHEDULE N FOR MORE INFORMATION).
FORM 990, PART VI, SECTION B, LINE 11	OUR 990 IS PREPARED BY AN OUTSIDE INDEPENDENT ACCOUNTING FIRM. THE DRAFT FORM 990 IS REVIEWED BY THE CONTROLLER, CHIEF FINANCIAL OFFICER & GENERAL COUNSEL. AFTER THE STAFF REVIEW THE RETURN, IT IS THEN REVIEWED BY THE AUDIT COMMITTEE. THE REVIEWED AND CORRECTED 990 FORM IS THEN SENT OUT TO ALL THE BOARD MEMBERS OF THE ORGANIZATION FOR THEIR REVIEW AND COMMENTS. THE RETURN IS FILED ONCE ALL PARTIES HAVE COMPLETED THEIR REVIEW AND REQUIRED EDITS HAVE BEEN MADE.
FORM 990, PART VI, SECTION B, LINE 12C	OPEN SPACE INSTITUTE, INC. HAS A CONFLICT OF INTEREST POLICY WHICH REQUIRES ALL INTERESTED PERSONS TO DISCLOSE CONFLICTS AND POTENTIAL CONFLICTS AS SOON AS THEY ARISE. ONCE A CONFLICT OR POTENTIAL CONFLICT HAS BEEN DISCLOSED, THE INTERESTED PERSON MAY NOT DISCUSS THE TRANSACTION THAT IS THE BASIS OF SUCH CONFLICT, AND MUST RECUSE HIMSELF OR HERSELF FROM ANY VOTE ON SUCH TRANSACTION. THE PRESIDENT EACH YEAR REPORTS TO THE BOARD OF TRUSTEES ALL CONFLICT TRANSACTIONS AND HOW THEY WERE HANDLED. THE BOARD OF OPEN SPACE INSTITUTE, INC. HAS THE POWER TO TAKE REMEDIAL ACTION IF THE CONFLICT POLICY IS VIOLATED.
FORM 990, PART VI, SECTION B, LINE 15	THE PROCESS OF DETERMINING COMPENSATION FOR TOP MANAGEMENT AND KEY EMPLOYEES INVOLVES OUR COMPENSATION COMMITTEE WORKING WITH AN INDEPENDENT COMPENSATION CONSULTANT. THE COMMITTEE PERFORMS AN ANNUAL ASSESSMENT OF THE RESPONSIBILITIES AND PERFORMANCE OF THE CEO/PRESIDENT (OTHER TOP MANAGEMENT AND KEY EMPLOYEES ARE REVIEWED AT LEAST ANNUALLY BY THE CEO/PRESIDENT). THE COMMITTEE ALSO UTILIZES COMPENSATION SURVEYS AND INFORMATION GLEANED FROM FORM 990S OF COMPARABLE ORGANIZATIONS TO DETERMINE APPLICABLE COMPENSATION RATES. ONCE REASONABLE AND COMPETITIVE COMPENSATION RATES ARE ESTABLISHED, THEY ARE APPROVED BY THE COMPENSATION COMMITTEE.
FORM 990, PART VI, SECTION C, LINE 19	OPEN SPACE INSTITUTE, INC. MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, WHISTLEBLOWER POLICY, DOCUMENT RETENTION AND DESTRUCTION POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC. THESE DOCUMENTS ARE SENT TO ANYONE WHO CONTACTS OUR ORGANIZATION AND REQUESTS SUCH INFORMATION.
FORM 990, PART IX, LINE 11G	CONSULTANTS: PROGRAM SERVICE EXPENSES 654,253. MANAGEMENT AND GENERAL EXPENSES 41,083. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 695,336. CITAC MANAGEMENT FEES: PROGRAM SERVICE EXPENSES 135,281. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 135,281.
FORM 990, PART XI, LINE 9:	IN-KIND INTEREST EXPENSE -16,528.
FORM 990, PART XII, LINE 2C:	DESCRIPTION OF THE ORGANIZATION'S AUDIT COMMITTEE: THE AUDIT COMMITTEE OF THE OPEN SPACE INSTITUTE, INC. IS RESPONSIBLE FOR THE OVERSIGHT OF OSI'S FINANCIAL STATEMENTS AND SELECTION OF OSI'S INDEPENDENT ACCOUNTANT. THE COMMITTEE MEETS QUARTERLY TO REVIEW COMPLEX TRANSACTIONS AND INTERIM FINANCIAL STATEMENTS TO OBTAIN A BETTER UNDERSTANDING OF THE CURRENT FINANCIAL CONDITION OF THE ORGANIZATION. ON AN ANNUAL BASIS OSI'S AUDIT COMMITTEE REVIEWS THE REPORT TO THE AUDIT COMMITTEE PREPARED BY OSI'S OUTSIDE AUDITORS AND THE CONSOLIDATED FINANCIAL STATEMENTS OF OUR ORGANIZATION. THE AUDIT COMMITTEE PERIODICALLY REVIEWS, NOT LESS THAN EVERY FIVE YEARS, THE NEED TO REPLACE OSI'S INDEPENDENT ACCOUNTANT BASED ON CERTAIN CRITERIA. THE CRITERIA CONSIDERED INCLUDE DETERMINING IF THE INDEPENDENT ACCOUNTANT POSSESSES A HIGH LEVEL OF KNOWLEDGE OF ACCOUNTING STANDARDS AND PRINCIPLES, GENERALLY, AND NOT FOR PROFIT ACCOUNTING KNOWLEDGE, SPECIFICALLY, AND IF THEY CAN COMPLETE THE REQUIRED WORK IN A TIMELY MANNER AT A COMPETITIVE PRICE.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

OPEN SPACE INSTITUTE INC

Employer identification number

52-1053406

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) OPEN SPACE INSTITUTE LAND TRUST INC 1350 BROADWAY NEW YORK,NY10018 13-3028060	LAND CONSERVATION	NY	501(C)(3)	11	OPEN SPACE INSTITUTE INC	Yes
(2) BEAVERKILL VALLEY LAND TRUST INC 1350 BROADWAY NEW YORK,NY10018 13-3545322	LAND CONSERVATION	NY	501(C)(3)	11	OPEN SPACE INSTITUTE INC	Yes
(3)			501(C)(3)				No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) JOHNSON HILL ASSOCIATES INC 1350 BROADWAY SUITE 201 NEW YORK,NY10018 14-1644926	HOLDING LAND	NY	OPEN SPACE INSTITUTE LAND TRUST INC	C				No

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) OPEN SPACE INSTITUTE LAND TRUST INC	R	3,356,855	NET BOOK VALUE

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation
SCHEDULE R, PART IV:	IDENTIFICATION OF RELATED ORGANIZATIONS TAXABLE AS A CORPORATION: JOHNSON HILL ASSOCIATES, INC. WAS DISSOLVED AS OF 12/31/2013.

Schedule R (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 AffiliatedGroupAttachment

Name:

OPEN SPACE INSTITUTE INC

EIN: 52-1053406

Explanation:

PURSUANT TO REGULATIONS SECTION 56.4911-8(B) AND IRC SECTION 4911(F), AN AFFILIATED GROUP OF ORGANIZATIONS IS TREATED AS A SINGLE ORGANIZATION FOR THE PURPOSES OF THE TAX IMPOSED BY IRC SECTION 4911(A). THEREFORE, SINCE THE AFFILIATED GROUP DID NOT HAVE ANY EXCESS LOBBYING EXPENDITURES OR EXCESS GRASSROOTS LOBBYING EXPENDITURES, THE FILING ORGANIZATION IS DEEMED TO NOT HAVE EXCESS LOBBYING EXPENDITURES OR EXCESS GRASSROOTS LOBBYING EXPENDITURES FOR THE PURPOSES OF THE DISCLOSURE ON PART II-A, LINE 1(H) AND 1(I), COLUMN A.AFFILIATED GROUP MEMBER:OPEN SPACE INSTITUTE LAND TRUST, INC. (EIN 13-3028060)1350 BROADWAY, SUITE 201NEW YORK, NY 10018

- TIN:

TY 2013 AffiliatedGroupSchedule

Name:

OPEN SPACE INSTITUTE INC

EIN: 52-1053406

Affiliated Group Business Name:

OPEN SPACE INSTITUTE LAND TRUST INC

Address. Either US or Foreign Type:

1350 BROADWAY SUITE 201

NEW YORK,

10018

EIN:

13-3028060

Electing Organization Checkbox:

Total Grassroots Lobbying:

42,348

Total Direct Lobbying:

19,793

Total Lobbying Expenditures:

62,141

Other Exempt Purpose Expenditures:

16,338,294

Total Exempt Purpose Expenditures:

16,400,435

Lobbying Nontaxable Amount:

970,022

Grassroots Nontaxable Amount:

242,506

Tot Lobbying Grassroot Minus Non Tx:

Tot Lobby Expend Mns Lobbying Non Tx:

Share Of Excess Lobbying: