TY 2015 Form 990

- 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

2015

Name of the organization

WILLOWSFORD CONSERVANCY

Employer identification number

45-0609461

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... 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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2

Name of organization WILLOWSFORD CONSERVANCY

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	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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 3

Name of organization WILLOWSFORD CONSERVANCY		Employer identification number 45-0609461

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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 4


Name of organization WILLOWSFORD CONSERVANCY			Employer identification number 45-0609461
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

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

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

WILLOWSFORD CONSERVANCY

Employer identification number

45-0609461

Part I

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

			(a) Donor advised funds	(b) Funds and other accounts

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of 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" on 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.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

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

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" on 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)

Revenue included on 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:

Revenue included on 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) 2015

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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, for escrow or custodial account liability?

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" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

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

The percentages on 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)

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

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' on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land ...
b	Buildings	651,831	79,352	572,479
c	Leasehold improvements
d	Equipment ...	452,039	149,790	302,249
e	Other ...	246,065	79,954	166,111
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				1,040,839

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on 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
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

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

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

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

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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
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) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on 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 (losses) 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' on 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

Schedule D (Form 990) 2015

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 990-EZ 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

2015

Open to Public
Inspection

Name of the organization

WILLOWSFORD CONSERVANCY

Employer identification number

45-0609461

Return Reference	Explanation
PART III, LINE 1: ORGANIZATION'S MISSION	THE WILLOWSFORD CONSERVANCY PROTECTS, MAINTAINS, AND PROMOTES THE VIABLE, LONG-TERM USE OF THE LAND, INTEGRATING FARMING, RECREATION, CONSERVATION AND EDUCATION TO ENHANCE THE QUALITY OF LIFE FOR THE RESIDENTS OF WILLOWSFORD AND LOUDOUN COUNTY. GUIDING PRINCIPLES STEWARDSHIP (RESPECT FOR THE LAND) CONSIDERING OUR COMMUNITY'S IMPACTS ON THE LAND: ON SOIL, WATER, VEGETATION, WILDLIFE AND ON WHOLE NATURAL SYSTEMS; CELEBRATING LOCAL MATERIALS AND HUMAN RESOURCES AND UTILIZING APPROPRIATE TECHNOLOGIES REALIZING A POSITIVE, REGENERATIVE EFFECT ON THE LAND THROUGH ALL ASPECTS OF OUR OPERATIONS, INCLUDING LAND USE AND AGRICULTURAL PRODUCTION, SHELTER AND STRUCTURES, MATERIALS USE, ENERGY, AND HUMAN RESOURCES. COMMUNITY (WHO WE ARE) CREATING AN AUTHENTIC SENSE OF PLACE AND SHARED PURPOSE BY CONNECTING PEOPLE TO THE LAND AND TO EACH OTHER THROUGH CULTURAL, ARTISTIC, MUSICIAL, RECREATIONAL, AND SOCIAL PROGRAMS, ACTIVITES, AND SERVICES THAT ENHANCE THE LIFESTYLE WITHIN, AND CONTRIBUTE TO THE BETTERMENT OF, WILLOWSFORD ADN THE SURROUNDING COMMUNITY. HEALTH AND RECREATION (GO PLAY OUTSIDE) INSPIRING AND PROMOTING A HEALTHY LIFESTYLE THROUGH ENGAGING OUTDOOR RECREATIONAL OPPORTUNITIES AND ACTIVITIES TO ENRICH MIND, BODY, AND SPIRIT WHILE ENHANCING LIFELONG LEARNING. CONSERVATION (LOVE OF NATURE) CREATING PROGRAMS THAT HELP FOSTER A PASSION AND COMMITMENT TO THE CONSERVATION OF WILDLIFE AND NATURAL HABITATS ENSURING THAT THEY CAN BE APPRECIATED BY FUTURE GENERATIONS. QUALITY AND INTEGRITY (BEING GREAT) STRIVING TO DO OUR BEST AND BE OUR BEST IN ALL THAT WE DO, AND TO PRODUCE HIGH QUALITY, SAFE PRODUCTS, EVENTS, AND INTERACTIONS; CREATING AN OUTSTANDING WORK AND PLAY ENVIRONMENT THAT CULTIVATES SAFE, FRIENDLY, AND ETHICAL PRACTICES BASED ON RESPECT AND DIGNITY. EDUCATION (EXPLORATION, DISCOVERY AND UNDERSTANDING) TEACHING, MODELING AND SHARINGI IDEAS ABOUT ECOLOGICAL LITERACY, SOCIAL LITERACY AND OTHER TOOLS FOR CRITICAL THINKING, TO CULTIVATE ENGAGED CITIZENS AND COMMUNITY MEMBERS. FARMING (GOOD FOOD) SUPPORTING OUR COMMUNITY WITH FOOD THAT IS FRESH, CLEAN AND HEALTHY AND THAT TASTES GREAT. INTEGRATING THE FARM INTO THE FABRIC OF WILLOWSFORD TO SERVE AS A SOCIAL AND EDUCATIONAL RESOURCE FOR THE COMMUNITY. SUSTAINABILITY (THE LONG HAUL) PLACING HIGH VALUE ON ECOLOGICAL AND SOCIAL HEALTH AND RECOGNIZING THAT ECONOMIC VIABILITY IS AN EQUAL PRECURSOR TO SUCCESS.
PART III LINE 4: PROGRAM SERVICE ACCOMPLISHMENTS	THE WILLOWSFORD CONSERVANCY IS THE STEWARD OF 2,000 ACRES OF OPEN SPACE (PROGRESSIVELY DEDICATED AS THE COMMUITY DEVELOPS), INTEGRATED WITHIHN THE WILLOWSFORD NEIGHBORHOOD, AND SET ASIDE FOR CONSERVATION, RECREATION, EDUCATION AND AGRICULTURAL USE. ITS LOCATION WITHIN LOUDOUN COUNTY, NEAR FAST-GROWING NORTHERN VIRGINIA RESIDENTIAL AND BUSINESS AREAS, MAKE IT AN IMPORTANT RESOURCE IN PROTECTING AND ENHANCING THE REGION'S NATURAL, AGRICULTURAL AND SCENIC LANDSCAPE RESOURCES. FRESH FOOD PRODUCTION FROM SUSTAINABLE FARMING; RECREATION OPPORTUNITIES WITH NATURE TRAILS, CAMPSITES, FORESTS AND WETLANDS THAT SUPPORT DIVERSE NATIVE WILDLIFE AND VEGETATION; AND THE CONSERVANCY'S LAND STEWARDSHIP PROGRAMS-INCLUDING HABITAT RESTORATION, WILDLIFE MANAGEMENT, AND INVASIVE SPECIES CONTROL-WILL HAVE SIGNIFICANT POSITIVE IMPACTS ON THE REGION'S QUALITY OF LIFE. IN 2015, THE CONSERVANCY CONTINUED TO CONDUCT AND EXPAND THE NUMBER OF ACTIVITIES SPECIFICALLY RELATED TO ITS MISSION. ADDITIONALLY, THE CONSERVANCY MAINTAINED EXISTING AND CREATED NEW RELATIONSHIPS AND PARTNERSHIPS WITH ORGANIZATIONS IN THE SURROUNDING COMMUNITY FOR VARIOUS PROGRAMS IN LINE WITH THE MISSION. FARMING IN SUPPORT OF ITS MISSION FOR LONG-TERM PROTECTION AND VIABLE USE OF THE LAND, THE CONSERVANCY FOLLOWS SUSTAINABLE FARMING PRACTICES THAT ENHANCE THE ECOLOGICAL, AGRICULTURAL AND SOCIAL RESOURCES OF THE LAND AND ARE INTEGRATED WITH THE RESIDENTIAL LIFE OF THE COMMUNITY, EDUCATION, AND CONSERVATION ACTIVITES. SUSTAINABLE AGRICULTURE PROVIDES FRESH, NOURISHING FOOD FOR WILLOWSFORD RESIDENTS AND THE LOCAL COMMUNITY, AND SUPPORTS THE CONSERVANCY'S CONSERVATION EFFORTS. THE FARM ALSO PLAYS AN ACTIVE ROLE IN THE GREATER COMMUNITY, SUPPORTING LOCAL AGRICULTURE AND ARTISINAL FOOD PRODUCTION, FOOD LITERACY, HEALTHY NUTRITION, AND A VIBRANT COMMUNITY LIFE. IN 2015, THE CONSERVANCY EXPANDED THE NUMBER OF SHARES IN ITS COMMUNITY SUPPORTED AGRICULTURE (CSA) PROGRAM TO PRODUCE 215 VEGETABLE SHARES, A 34% INCREASE OVER THE NUMBER OF SHARES IN 2014. IN TOTAL, THE CONSERVANCY FARM SUPPORTED OVER 400 FAMILIES THROUGH THE VEGETABLE SHARES, OTHER CSA SHARES AND SALES AT THE FARM STAND. THE MAJORITY (54% IN 2015) OF THE CSA MEMBERS CONTINUE TO BE NON-RESIDENTS FROM OUTSIDE WILLOWSFORD. IN ADDITION, THE CONSERVANCY DONATED NEARLY ONE TON OF FRESH FARM FOOD TO TWO AREA FOOD BANKS VIA WEEKLY DONATIONS. THE CONSERVANCY FARM CONTINUED ITS LAND MANAGEMENT PROGRAM WITH A HERD OF GOATS USED FOR ENVIRONMENTALLY SAFE VEGETATION CLEARING ENGAGEMENTS AS WELL AS EDUCATIONAL VISITS TO STUDENTS THROUGHOUT NORTHERN VIRGINIA. ALSO, SEVERAL GROUPS OF DEVELOPERS, FARMERS, ORGANIZATIONAL BOARDS AND PROFESSIONALS WERE HOSTED BY THE FARM MANAGEMENT IN EVENTS AND TOURS TO DISCUSS LAND USE, DEVELOPMENT AND AGRICULTURE. WEEKLY FARM VOLUNTEER HOURS ENCOURAGE TEENAGERS AND ADULTS TO ENGAGE HANDS-ON AND LEARN ABOUT SUSTAINABLE AGRICULTURE AND FOOD PRODUCTION. A TOTAL OF ABOUT 80 INDIVIDUALS PARTICIPATED IN THE WEEKLY FARM VOLUNTEER HOURS BETWEEN MAY - OCTOBER. EDUCATION PARTNERING WITH OTHER NON-PROFITS AND GOVERNMENT AGENCIES, THE CONSERVANCY CONTINUES TO OFFER HANDS-ON, SITE-SPECIFIC EDUCATION PROGRAMS AND EVENTS FOR ADULTS AND CHILDREN RELATED TO ENVIRONMENTAL STEWARDSHIP, LAND USE AND DEVELOPMENT, FOOD SYSTEMS, NUTRITION AND CULINARY ARTS, AND RESPONSIBLE OUTDOOR RECREATION. THROUGH THESE ACTIVITIES, THE CONSERVANCY AIMS TO FACILITATE INFORMED DECISION-MAKING AND INSPIRE PEOPLE TO BECOME LIFELONG ADVOCATES FOR ENVIRONMENTAL SUSTAINABILITY, CONSERVATION AND HEALTHY LIFESTYLES. THE WILLOWSFORD CONSERVANCY OFFERS OUTDOOR ENVIRONMENTAL EDUCATION PROGRAMS FOR ALL AGES TO CULTIVATE CITIZEN STEWARDSHIP, ENVIRONMENTAL LITERACY AND A DEEP EMOTIONAL CONNECTION TO THE NATURAL WORLD. RESIDENTS OF WILLOWSFORD AND SURROUNDING COMMUNITIES ARE IMPORTANT AUDIENCES FOR CONSERVANCY ENVIRONMENTAL EDUCATION PROGRAMS. PROVIDING HOMEOWNERS WITH INFORMATION AND RESOURCES TO CREATE AND MANAGE ENVIRONMENTALLY FRIENDLY HOME LANDSCAPES CONTRIBUTES POSITIVELY TO OVERALL HABITAT HEALTH AND CONNECTIVITY NOT ONLY AT WILLOWSFORD BUT IN THE GREATER REGION. THROUGH PARTNERSHIPS WITH ORGANIZATIONS INCLUDING BANSHEE REEKS NATURE PRESERVE, THE VIRGINIA DEPARTMENT OF GAME AND INLAND FISHERIES, LOUDOUN WILDLIFE CONSERVANCY (LWC) AND OTHERS, THE CONSERVANCY RECEIVES INSIGHTS AND ADVICE ON HOW THE CONSERVANCY CAN BEST PROMOTE THE PRESERVATION AND PROLIFERATION OF HEALTHY WILDLIFE HABITATS IN THE COMMUNITY. THROUGHOUT 2015, THE WILLOWSFORD CONSERVANCY DELIVERED VARIOUS PROGRAMS. WITH LWC, THE BLUEBIRD NEST BOX MONITORING PROGRAM CONTINUED WITH THE ESTABLISHED BLUEBIRD NEST BOX TRAIL AROUND THE FARM LOOP TRAIL IN THE GRANGE TO LEARN ABOUT OUR LOCAL CAVITY NESTERS, ESPECIALLY BLUEBIRDS, AND TO ENCOURAGE THEM TO BUILD THEIR NEST, LAY EGGS, AND FLEDGE YOUNG. IN 2015, THE PROGRAM EXPANDED WITH A SECOND NEST BOX TRAIL AT THE GROVE, FLETCHING BLUEBIRDS, ALONG WITH TREE SWALLOWS AND OTHER BIRD SPECIES. RESIDENTS AND LWC VOLUNTEERS VOLUNTEERED THEIR TIME MONITORING AND MAINTAINING THE TRAILS AND NEST BOXES. WITH LWC, THE BRINGING BACK THE MONARCH PROGRAM EDUCATED ADULTS AND CHILDREN ON HOW BUTTERFLIES ARE GOOD INDICATORS OF HABITAT AND THE HEALTH OF OUR ENVIRONMENT BECAUSE THEY NEED SUCH A DIVERSITY OF PLANTS TO DEVELOP AND SURVIVE. MONARCH BUTTERFLY POPULATIONS ARE DECREASING RAPIDLY AS MILKWEEDS AND NECTAR SOURCES ARE DECLINING DUE TO URBANIZATION AND THE WIDESPREAD USE OF HERBICIDES IN CROPLANDS, PASTURES AND ROADSIDES. THE PROGRAM IS AIMED AT INCREASING THE MONARCH POPULATION BY ESTABLISHING MONARCH WAY STATIONS AT WILLOWSFORD AS WELL AS EDUCATING RESIDENTS AND THE GREATER COMMUNITY ON HOW THEY CAN CREATE, CONSERVE, AND PROTECT MILKWEED/MONARCH HABITATS THROUGH THEIR OWN HOME GARDENS. THROUGHOUT 2015, TEN FAMILY EVENTS ENGAGED MORE THAN 260 CHILDREN AND ADULTS THROUGH PRESENTATIONS, HANDS-ON WORKSHOPS, CRAFT ACTIVITIES, AND MONARCH WAY STATION PLANTINGS. PARTICIPANTS ALSO RECEIVED BUTTERFLY EGGS, CATERPILLARS, MILK WEED AND LITERATURE TO RAISE ADULT BUTTERFLIES. THE WET MEADOW HABITAT RESTORATION PROJECT CONTINUED THE CREATION OF A NATIVE WILDFLOWER MEADOW CONSISTING OF WILDFLOWERS AND GRASSES WHICH HAVE ADAPTED TO OUR REGION. ONCE STABILIZED, THE WET MEADOW WILL PROVIDE AN EVER-CHANGING DISPLAY OF FLOWERS, FOLIAGE, AND POLLINATORS, ENHANCING THE COMMUNITY WITH A BEAUTIFUL AND APPEALING LANDSCAPE THAT IS ALSO BENEFICIAL TO WILDLIFE, AND SERVES AS A RESOURCE AND DEMONSTRATION SITE FOR EDUCATIONAL PROGRAMMING. ON FAMILY-FRIENDLY NATURE WALKS THROUGH THE CONSERVANCY LANDS LED BY VOLUNTEER NATURALISTS, PARTICIPANTS EXPLORED THE WOODS AND FIELDS, IDENTIFIED WILDLIFE, AND TALKED ABOUT THE RELATIONSHIPS BETWEEN THESE VARIED HABITATS AND WILDLIFE. DURING THE WEEKLONG CAMP WILLOWSFORD, YOUNG NATURALISTS EXPLORED NATURE AND LEARNED TO KAYAK, CANOE AND FISH. IN PARTNERSHIP WITH THE WILLOWSFORD HOMEOWNERS ASSOCIATION AND THE WILLOWSFORD KITCHEN, THE CONSERVANCY WORKS TO ENCOURAGE HEALTHY NUTRITION, CULINARY CONFIDENCE, AND GREATER UNDERSTANDING OF AND SUPPORT FOR SUSTAINABLE FOOD PRODUCTION. IN 2015, FOOD AND CULINARY RELATED EVENTS ENCOURAGED CHILDREN AND ADULTS TO COOK, EAT HEALTHY, AND ENGAGE WITH THE FARM AND COMMUNITY. EVENTS INCLUDED COOKING CLASSES AND DEMONSTRATIONS USING FARM-GROWN INGREDIENTS, AND FARM-TO-KITCHEN EDUCATION AND SUMMER CAMP ACTIVITIES. IN AUGUST, LOUDOUN COUNTY AND FAIRFAX COUNTY PUBLIC SCHOOL CULINARY ARTS TEACHERS SPENT A PROFESSIONAL DEVELOPMENT DAY AT THE WILLOWSFORD FARM AND KITCHEN, FOLLOWED BY TWO KNIFE SKILLS TRAINING CLASSES IN SEPTEMBER FOR MORE THAN 70 LOUDOUN COUNTY PUBLIC SCHOOL CAFETERIA MANAGERS. CONSERVANCY STAFF PARTICIPATED IN TRAINING SESSIONS WITH DC GREENS (A NON-PROFIT ORGANIZATION) AND CONDUCTED A TOUR OF WASHINGTON, DC, SCHOOL GARDENS AND A FOCUS GROUP WITH LOUDOUN COUNTY AND FAIRFAX COUNTY PUBLIC SCHOOL TEACHERS IN OCTOBER, NOVEMBER AND DECEMBER, TO EXPLORE OPPORTUNITIES AND PARTNERSHIPS FOR CREATING A TEACHING GARDEN AT WILLOWSFORD.
PART III LINE 4: PROGRAM SERVICE ACCOMPLISHMENTS (CONTINUED)	OUTDOOR RECREATION AND LAND CONSERVATION OUTDOOR RECREATION PROGRAMS AND EVENTS ENRICH WILLOWSFORD'S SENSE OF COMMUNITY AND HEALTHY LIFESTYLE, AND HELP RESIDENTS BECOME CONFIDENT AND PROFICIENT IN OUTDOOR EXPLORATION AND RECREATION SKILLS. THE CONSERVANCY CONTINUES TO MAKE SIGNIFICANT INVESTMENTS IN THE CONSTRUCTION AND MANAGEMENT OF ITS TRAIL SYSTEM FOR RECREATIONAL AND EDUCATIONAL USE, INCLUDING SIGNAGE, MAPS FOR ORIENTATION AND INFORMATION, TRAIL WALKS, AND AMENITIES THAT FACILITATE USE OF THE TRAILS. THE TRAIL SYSTEM IS AN INTEGRAL PART IN SUPPORTING HEALTH, RECREATION AND ENVIRONMENTAL CONSERVATION AT WILLOWSFORD. A GUIDED CONSERVANCY TRAIL WALK MARKED THE OPENING OF A NEW TRAIL PORTION IN THE GROVE IN OCTOBER. THE CONSERVANCY PARTNERS WITH REV3 ADVENTURE TO OFFER ADVENTURE RACES ON THE CONSERVANCY TRAILS THROUGHOUT THE YEAR. ADVENTURE RACING MIXES CERTAIN OUTDOOR SPORTS INTO A CHALLENGING AND EXCITING EXPERIENCE TO ENCOURAGE COMMUNITY MEMBERS TO BECOME AND STAY ACTIVE. MOUNTAIN BIKING, TRAIL RUNNING, TREKKING, AND WATER SPORTS ARE BUILT OFF A NAVIGATION FOUNDATION, MAKING FOR AN OUTDOOR MULTISPORT EXPERIENCE THAT FACILITATES INDIVIDUAL ACTIVITY AND TEAM WORK. THE FAMILY-FRIENDLY RACES CATER TO BOTH BEGINNER AND EXPERIENCED PARTICIPANTS, AND HELP ESTABLISH THE CONSERVANCY'S NASCENT TRAILS. IN 2015, THE PARTNERSHIP PRESENTED EIGHT EVENTS IN THE SPRING, SUMMER AND FALL. THE CONSERVANCY PARTNERS WITH LOCAL CHAPTERS OF THE BOY SCOUTS OF AMERICA (BSA) TO PROMOTE OUTDOOR ETHICS AND CONSERVATION. ONE OF THE MAIN TENETS IN SCOUTING IS TO GIVE BACK TO THE COMMUNITY IN THE FORM OF SERVICE. THE CONSERVANCY TEAMS UP WITH THE SCOUTS TO PROVIDE OPPORTUNITIES TO PERFORM TRAIL MAINTENANCE, WILDLIFE HABITAT RESTORATION AND CONSERVATION PROJECTS. FURTHER EXPANDING ON THE ANNUAL CONSERVANCY COMMUNITY CAMPOUT EVENTS, PLANNING BEGAN FOR A THREE-SEASON COMMUNITY CAMPSITE TO OPEN IN SUMMER OF 2016. IN PARTNERSHIP WITH THE VIRGINIA DEPARTMENT OF GAME AND INLAND FISHERIES, PLANNING ALSO BEGAN FOR A CONSERVANCY-MANAGED PROGRAM TO MANAGE THE OVERABUNDANT WHITE-TAILED DEER POPULATION IN AN EFFORT TO PROTECT THE CONSERVANCY'S NATURAL FOREST ECOSYSTEMS AND NATIVE PLANT COMMUNITIES AND THE WILDLIFE THAT DEPENDS ON THEM. THE PROGRAM IS SCHEDULED TO BEGIN IN 2016. ORGANIZATIONAL DEVELOPMENT AND CAPACITY BUILDING IN JULY, THE CONSERVANCY HIRED ITS FIRST, FULL-TIME EXECUTIVE DIRECTOR. IN DECEMBER, A BUSINESS PLAN WAS COMPLETED, OUTLINING CONSERVANCY GOALS FOR THE NEXT FIVE YEARS.
FORM 990, PART VI, SECTION A, LINE 7A	WILLOWSFORD, LLC (FOUNDER), IS AUTHORIZED TO APPOINT, REMOVE, AND REPLACE ALL OF THE TRUSTEES FOR SO LONG AS IT, ANY OF ITS AFFILIATES, OR ANY CONSENTING OWNERS OWN REAL PROPERTY IN WILLOWSFORD, OR THE FOUNDER HAS AN UNEXPIRED OPTION TO EXPAND WILLOWSFORD PURSUANT TO COMMUNITY COVENANT, OR UNTIL SUCH EARLIER TIME AS IT RELINQUISHES SUCH RIGHT. IN ADDITION, THE FOUNDER RETAINS THE FOLLOWING RIGHTS: -FOR SO LONG AS THE FOUNDER, OR ANY FOUNDER AFFILIATE, OWNS REAL PROPERTY IN WILLOWSFORD, OR THE FOUNDER HAS AN UNEXPIRED OPTION TO EXPAND WILLOWSFORD PURSUANT TO A COMMUNITY COVENANT, THE FOUNDER'S CONSENT IS REQUIRED TO DISSOLVE THE CONSERVANCY, OR FOR ANY MERGER OR CONSOLIDATION OF THE CONSERVANCY. -NO AMENDMENT TO THE CONSERVANCY'S BYLAWS MAY REMOVE, REVOKE, OR MODIFY ANY RIGHT OR PRIVILEGE OF THE FOUNDER WITHOUT THE WRITTEN CONSENT OF THE FOUNDER (OR THE ASSIGNEE OF SUCH RIGHT OR PRIVILEGE).
FORM 990, PART VI, SECTION A, LINE 7B	WILLOWSFORD, LLC (FOUNDER), IS AUTHORIZED TO APPOINT, REMOVE, AND REPLACE ALL OF THE TRUSTEES FOR SO LONG AS IT, ANY OF ITS AFFILIATES, OR ANY CONSENTING OWNERS OWN REAL PROPERTY IN WILLOWSFORD, OR THE FOUNDER HAS AN UNEXPIRED OPTION TO EXPAND WILLOWSFORD PURSUANT TO COMMUNITY COVENANT, OR UNTIL SUCH EARLIER TIME AS IT RELINQUISHES SUCH RIGHT. IN ADDITION, THE FOUNDER RETAINS THE FOLLOWING RIGHTS: -FOR SO LONG AS THE FOUNDER, OR ANY FOUNDER AFFILIATE, OWNS REAL PROPERTY IN WILLOWSFORD, OR THE FOUNDER HAS AN UNEXPIRED OPTION TO EXPAND WILLOWSFORD PURSUANT TO A COMMUNITY COVENANT, THE FOUNDER'S CONSENT IS REQUIRED TO DISSOLVE THE CONSERVANCY, OR FOR ANY MERGER OR CONSOLIDATION OF THE CONSERVANCY. -NO AMENDMENT TO THE CONSERVANCY'S BYLAWS MAY REMOVE, REVOKE, OR MODIFY ANY RIGHT OR PRIVILEGE OF THE FOUNDER WITHOUT THE WRITTEN CONSENT OF THE FOUNDER (OR THE ASSIGNEE OF SUCH RIGHT OR PRIVILEGE).
FORM 990, PART VI, SECTION A, LINE 8B	THE ORGANIZATION DOES NOT HAVE ANY COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE BOARD OF TRUSTEES, AND AS SUCH NO COMMITTEE MINUTES ARE REQUIRED.
FORM 990, PART VI, SECTION B, LINE 11	THE ORGANIZATION ENGAGES A PAID PREPARER EXPERIENCED IN THE PREPARATION OF TEH FORM 990 TO PREPARE THE FORM. THE ORGANIZATION'S TREASURER REVIEWS THE RETURN AS PREPARED BY THE PREPARER. ACOPY OF THE RETURN IS THEN PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO FILING.
FORM 990, PART VI, SECTION C, LINE 18	THE ORGANIZATION'S GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST.
FORM 990, PART VI, SECTION C, LINE 19	FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

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

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

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

WILLOWSFORD CONSERVANCY

Employer identification number

45-0609461

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)WILLOWSFORD HOME OWNER'S ASSOCIATION INC 44095 PIPELINE PLAZA SUITE 140 ASHBURN,VA20147 45-0645880	HOA	VA	528	N/A	WILLOWSFORD LLC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2015

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
(1) ROCKPOINT LAND INVESTMENTS I DOWNTOWN DALLAS,TX75219 20-0815514	REAL ESTATE	DE					No			No
(2) RP BAYROCK I LLC DOWNTOWN EMERYVILLE,CA94608 35-2244928	REAL ESTATE	DE					No			No
(3) ROCKPOINTPLC AZUSA LLC DOWNTOWN NEWPORT BEACH,CA92660 20-4673567	REAL ESTATE	DE					No			No
(4) HERITAGE FIELDS CAPITAL CO-INV DOWNTOWN DALLAS,TX75219 20-3022537	REAL ESTATE	DE					No			No
(5) ROCKPOINT REAL ESTATE FUND II DOWNTOWN DALLAS,TX75219 20-3033146	REAL ESTATE	DE					No			No
(6) ROCKPOINT PLC HOMES LLC DOWNTOWN NEWPORT BEACH,CA92660 11-3727373	REAL ESTATE	DE					No			No
(7) PARKMERCED INVESTORS LLC DOWNTOWN NEW YORK,NY10038 20-3218929	REAL ESTATE	DE					No			No
(8) ROCKPOINT LAND INVESTMENTS II DOWNTOWN DALLAS,TX75219 20-8801387	REAL ESTATE	DE					No			No
(9) RP ASPEN FARMS LLC DOWNTOWN SCOTTSDALE,AZ85253 71-0989630	CONSTRUCTION	DE					No			No
(10) ROCKPOINT LAND INV II GP LLC DOWNTOWN DALLAS,TX75219 20-8801183	REAL ESTATE	DE					No			No
(11) HELIOS CAPITAL YK TK 2-3 KANDA AWAJICHO TOKYO JA	RENTAL REAL ESTATE	JA					No			No
(12) ROSE ORCHARD MEZZ LLC DOWNTOWN DALLAS,TX75219 33-1145455	REAL ESTATE	DE					No			No
(13) RPHH ROSSLYN HOTEL INVESTORS DOWNTOWN DALLAS,TX75219 33-1145453	HOTEL	DE					No			No
(14) RE MRP COURTHOUSE JV LLC DOWNTOWN WASHINGTON,DC20007 83-0506590	RENTAL	DE					No			No
(15) RP PMG MANHATTAN HOTELS LLC DOWNTOWN DALLAS,TX75219 20-8846112	HOTEL	DE					No			No
(16) RPKINETIC SF PORTFOLIO HOLDCO DOWNTOWN DALLAS,TX75219 51-0606207	INVESTMENT	DE					No			No
(17) RPKINETIC PARC 55 JUNIOR MEZZ DOWNTOWN DALLAS,TX75219 51-0606213	HOTEL	DE					No			No
(18) ONE AMERICA SQUARE INVESTORS DOWNTOWN DALLAS,TX75219 74-3188267	RENTAL REAL ESTATE	DE					No			No
(19) BROWARD MULTIFAMILY MEMBER LLC DOWNTOWN MIAMI BEACH,FL33137 61-1508555	REAL ESTATE	DE					No			No
(20) RP MRP TYSONS LLC DOWNTOWN DALLAS,TX75219 41-2229054	DEVELOPMENT	DE					No			No
(21) RPHH 22ND STREET INVESTORS DOWNTOWN DALLAS,TX75219 76-0844396	HOTEL	DE					No			No
(22) RP SARL DOWNTOWN HAMBURG 20459 GM 98-0575982	RENTAL REAL ESTATE	GM					No			No
(23) RP SAWYER MD APARTMENT HOLDING DOWNTOWN NEEDHAM,MA02494 42-1719319	REAL ESTATE	DE					No			No
(24) RP SAWYER PE HOLDINGS LLC DOWNTOWN NEEDHAM,MA02494 42-1719320	REAL ESTATE	DE					No			No
(25) IMMOBILIENFONDS NR1 FUHLENTWIETE 12 D-20355 GM 20-8836118	REAL ESTATE P	GM					No			No
(26) SCM 29 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(27) SCM 27 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(28) SCM 28 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(29) SCM 31 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(30) SCM 33 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(31) SCM 26 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(32) SCM 25 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(33) SCM 22 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(34) SCM 18 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(35) SCM 17 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(36) SCM 16 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(37) SCM 15 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(38) SCM 14 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(39) SCM 13 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(40) SCM 12 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(41) SCM 11 HANDELSOBJEKTE GMBH & C DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(42) SCM 1 HANDELSOBJEKTE GMBH & CO DOWNTOWN HAMBURG 20459 GM	RENTAL REAL ESTATE	GM					No			No
(43) ROCKPOINT REAL ESTATE FUND II DOWNTOWN DALLAS,TX75219 26-0302858	RENTAL REAL ESTATE	DE					No			No
(44) RC BERLIN ROHRDAMM GMBH & CO K POHLSTR 20 BERLIN GM	REAL ESTATE	GM					No			No
(45) RP STELLAR MILK LLC DOWNTOWN DALLAS,TX75219 37-1556974	RENTAL REAL ESTATE	DE					No			No
(46) RESIDENTIAL ASSEMBLY JV SARL D DOWNTOWN MUNSBACH L-5365 LU 98-0619687	REAL ESTATE	LU					No			No
(47) JAPAN MEZZ JV LLC DOWNTOWN DALLAS,TX75219 26-3161746	MEZZANINE LOAN	DE					No			No
(48) RC HOLDING SARL DOWNTOWN MUNSBACH L-5365 LU 75-3267561	REAL ESTATE	LU					No			No
(49) PARCOY SARL 21 ALLEE SCHEFFER L-2520 LU	REAL ESTATE	LU					No			No
(50) ROCKPOINT LAND INVESTMENTS III DOWNTOWN DALLAS,TX75219 27-2282756		DE					No			No
(51) ROCKPOINT LAND INVESTMENTS III DOWNTOWN DALLAS,TX75219 27-2282670	REAL ESTATE	DE					No			No
(52) RP-13 TMK DOWNTOWN TOKYO,CHIYODA-KU JA	REA ESTATE	JA					No			No
(53) RPS REAL ESTATE LLP DOWNTOWN LONDON UK 98-0661821	REAL ESTATE	UK					No			No
(54) RPAP HOTEL FINANCE LLC DOWNTOWN NEW YORK,NY10017 01-0969484	INVESTMENT	DE					No			No
(55) RP SBH SUNCOR LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2983737	INVESTMENT	DE					No			No
(56) RP PV 303 HOLDCO LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2991856	INVESTMENT	DE					No			No
(57) RP PV I LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2999378	DEVELOPMENT	DE					No			No
(58) RP PV II LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2999419	INVESTMENT	DE					No			No
(59) RP PV III LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2999461	INVESTMENT	DE					No			No
(60) RP PV IV LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2999492	INVESTMENT	DE					No			No
(61) RP PV V LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2999532	INVESTMENT	DE					No			No
(62) RP PV VI LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2999586	INVESTMENT	DE					No			No
(63) RP HFL LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2991811	INVESTMENT	DE					No			No
(64) RP PALM VALLEY LLV DOWNTOWN SCOTTSDALE,AZ85253 27-2991668	DEVELOPMENT	DE					No			No
(65) RP SARIVAL LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2991773	INVESTMENT	DE					No			No
(66) RP WATER LLC DOWNTOWN SCOTTSDALE,AZ85253 27-2991715	DEVELOPMENT	DE					No			No
(67) RP MRP PLAZA EAST HOLDCO LLC DOWNTOWN WASHINGTON,DC20007 80-0634015	REAL ESTATE	DE					No			No
(68) MILFORD PLAZA LP DOWNTOWN DALLAS,TX75219 27-3172463	HOTESL	DE					No			No
(69) RPPLC BLUE CANVAS LLC DOWNTOWN NEWPORT BEACH,CA92660 27-2179085	REAL ESTATE	DE					No			No
(70) RP PARK PLAZA LLC DOWNTOWN DALLAS,TX75219 45-0668614	HOTELS	DE					No			No
(71) RPHH PARK PLAZA GP LLC DOWNTOWN DALLAS,TX75219 45-0668741	HOTELS	DE					No			No
(72) RPSR B-MEZZ LOAN PORTFOLIO L DOWNTOWN DALLAS,TX75219 45-0649631	INVESTMENT	DE					No			No
(73) RPPRESIDIO CENTRALCAMPUS LL DOWNTOWN DALLAS,TX75219 27-4516300	REAL ESTATE	DE					No			No
(74) RP CLEARVIEW OLD TOWN LLC DOWNTOWN DALLAS,TX75219 27-5319601	HOTEL	DE					No			No
(75) RP SCS WSD HOTEL LLC DOWNTOWN DALLAS,TX75219 45-1537567	HOTEL	DE					No			No
(76) RPEMBARCADERO SILICON VALLEY DOWNTOWN BELMONT,CA94002 80-0715940	REAL ESTATE	DE					No			No
(77) SB HOLDCO LLC DOWNTOWN DALLAS,TX75219 45-2743603	HOTEL	DE					No			No
(78) RPR MARIN LLC DOWNTOWN NEW YORK,NY10038 27-4879081	REAL ESTATE IN.	DE					No			No
(79) RPWG CABANA LLC DOWNTOWN NEW YORK,NY10022 45-1476257	REAL ESTATE	DE					No			No
(80) SCI FOCH VUE DOWNTOWN PARIS F-75001 FR 98-0653690	REAL ESTATE	FR					No			No
(81) MVC I IMMOBILIEN SARL & COKG DOWNTOWN DUSSELDORF 40213 GM	REAL ESTATE EST.	GM					No			No
(82) MVC II IMMOBILIEN SARL & COKG DOWNTOWN DUSSELDORF 40213 GM	RENTAL REAL EST.	GM					No			No
(83) MVC III IMMOBILIEN SARL & COKG DOWNTOWN DUSSELDORF 40213 GM	RENTAL REAL EST.	GM					No			No
(84) MVC IV IMMOBILIEN SARL & COKG DOWNTOWN DUSSELDORF 40213 GM	RENTAL REAL EST.	GM					No			No
(85) MVC V IMMOBILIEN SARL & COKG DOWNTOWN DUSSELDORF 40213 GM	RENTAL REAL EST.	GM					No			No
(86) KOENIGSALLE LP III SARL DOWNTOWN LUXEMBOURG L-1114 LU	RENTAL REAL EST.	LU					No			No
(87) KOENIGSALLE LP II SARL DOWNTOWN LUXEMBOURG L-1114 LU	RENTAL REAL EST.	LU					No			No
(88) KOENIGSALLE LP IV SARL DOWNTOWN LUXEMBOURG L-1114 LU	RENTAL REAL EST.	LU					No			No
(89) KOENIGSALLE LP V SARL DOWNTOWN LUXEMBOURG L-1114 LU	RENTAL REAL EST.	LU					No			No
(90) KOENIGSALLE LP I SARL DOWNTOWN LUXEMBOURG L-1114 LU	RENTAL REAL EST.	LU					No			No
(91) ROCKPOINT REAL ESTATE FUND IV DOWNTOWN DALLAS,TX75219 45-2763333	REAL ESTATE	DE					No			No
(92) MARCUS AVENUE PROPERTY PARENT DOWNTOWN WOODBURY,NY11797 45-3391296	REAL ESTATE	DE					No			No
(93) RP PREMIUM RMBS INVESTMENTS L DOWNTOWN DALLAS,TX75219 80-0482913	REAL ESTATE	DE					No			No
(94) RPHH ROSSLYN HOTEL MEZZ LP DOWNTOWN DALLAS,TX75219 90-0819491	HOTEL OPERATIONS	DE					No			No
(95) ASB MRP 900 G STREET LLC DOWNTOWN DALLAS,TX75219	REAL ESTATE	DE					No			No
(96) ROCKPOINT REF IV-OFFSHORE (US) DOWNTOWN DALLAS,TX75219 46-1990011	REAL ESTATE	DE					No			No
(97) ROCKPOINT REF IV-OFFSHORE DOWNTOWN DALLAS,TX75219 46-1991420	REAL ESTATE	DE					No			No
(98) ROCKPOINT REF IV-OFFSHORE AND DOWNTOWN DALLAS,TX75219 46-1992163	REAL ESTATE	DE					No			No
(99) RP PAC BELAMAR LLC DOWNTOWN DALLAS,TX75219 32-0366287	HOTEL OPERATIONS	DE					No			No
(100) MTS HOLDCO LP DOWNTOWN DALLAS,TX75219 38-3876708	REAL ESTATE	DE					No			No
(101) RP HH MTS POCONOS LP DOWNTOWN DALLAS,TX75219 98-0850015	HOTEL	DE					No			No
(102) RP HH MTS POCONOS GP LLC DOWNTOWN DALLAS,TX75219 32-0378721	HOTEL	DE					No			No
(103) RP HH MTS LESSEE PARENT LP DOWNTOWN DALLAS,TX75219 90-0885634	HOTEL	DE					No			No
(104) RPR HIGHLAND GARDENS LLC DOWNTOWN DALLAS,TX75219 35-2447450	REAL ESTATE	DE					No			No
(105) RPAP EASTGATE LLC DOWNTOWN NEW YORK,NY10017 90-0822611	HOTEL OPERATIONS	DE					No			No
(106) 1440 JV PARTNERS LLC DOWNTOWN NEW YORK,NY10169 26-0177117	REAL ESTATE	DE					No			No
(107) RP MRP AIR RIGHTS PARENT LLC DOWNTOWN DALLAS,TX75219 32-0397242	REAL ESTATE	DE					No			No
(108) RPHH PARK PLAZA HOLDCO LP DOWNTOWN DALLAS,TX75219 46-1689231	HOTEL	DE					No			No
(109) RP COLUMBUS CIRCLE FINANCE LL DOWNTOWN DALLAS,TX75219 30-0440721	REAL ESTATE	DE					No			No
(110) RP MRP G STREET LLC DOWNTOWN DALLAS,TX75219 46-1922399	REAL ESTATE	DE					No			No
(111) MILFORD PLAZA LESSEE LP DOWNTOWN DALLAS,TX75219 80-0771996	HOTEL	DE					No			No
(112) MPNS LESSEE LP DOWNTOWN DALLAS,TX75219 46-4867528	HOTEL	DE					No			No
(113) MPNS GROUND TENANT LP DOWNTOWN DALLAS,TX75219 46-2814473	REAL ESTATE	DE					No			No
(114) MPNS RETAIL LP DOWNTOWN DALLAS,TX75219 30-0809675	RETAIL/REAL EST.	DE					No			No
(115) RP NYC CIP INVESTORS LP DOWNTOWN DALLAS,TX75219 35-2477065	INVESTMENT	DE					No			No
(116) RP NYC CIP INVESTORS GP LLC DOWNTOWN DALLAS,TX75219 30-0783237	INVESTMENT	DE					No			No
(117) RP BELAMAR LLC DOWNTOWN DALLAS,TX75219 61-1671687	HOTEL OPERATIONS	DE					No			No
(118) RP MTS LLC DOWNTOWN DALLAS,TX75219 80-0819772	REAL ESTATE	DE					No			No
(119) RP HIGHLAND GARDENS MEMBER LL DOWNTOWN DALLAS,TX75219 30-0739540	REAL ESTATE	DE					No			No
(120) RP SOHO LLC DOWNTOWN DALLAS,TX75219 80-0813169	REAL ESTATE	DE					No			No
(121) RP EASTGATE MEMBER LLC DOWNTOWN DALLAS,TX75219 46-5063333	HOTEL OPERATIONS	DE					No			No
(122) RPRAP EASTGATE MESNE HOLDINGS DOWNTOWN DALLAS,TX75219 45-5595268	HOTEL OPERATIONS	DE					No			No
(123) RP 1440 BROADWAY LLC DOWNTOWN DALLAS,TX75219 47-1454895	REAL ESTATE	DE					No			No
(124) RP PROVIDENCE MEMBER LLC DOWNTOWN DALLAS,TX75219 35-2488070	HOTEL OPERATIONS	DE					No			No
(125) RPTPG PROVIDENCE LLC DOWNTOWN DALLAS,TX75219 61-1723209	HOTEL OPERATIONS	DE					No			No
(126) RP WATERFORD LANDING ACQUISITIONS DOWNTOWN DALLAS,TX75219 90-0919269	INVESTMENT	DE					No			No
(127) WATERFORD LANDING ACQUISITIONS DOWNTOWN DALLAS,TX75219 37-1709202	INVESTMENT	DE					No			No
(128) RP AIR RIGHTS CENTER LLC DOWNTOWN DALLAS,TX75219 35-2460939	REAL ESTATE	DE					No			No
(129) RP 46TH STREET MEMBER LLC DOWNTOWN DALLAS,TX75219 61-1720662	REAL ESTATE	DE					No			No
(130) RP60G 46TH STREET LLC DOWNTOWN DALLAS,TX75219 32-0419232	REAL ESTATE	DE					No			No
(131) RP BOYNTON LLC DOWNTOWN DALLAS,TX75219 38-3900264	INVESTMENT	DE					No			No
(132) PRH BOYNTON BEACH LLC DOWNTOWN DALLAS,TX75219 80-0894493	REAL ESTATE	DE					No			No
(133) RP PACIFIC BUILDING LLC DOWNTOWN DALLAS,TX75219 80-0878862	REAL ESTATE	DE					No			No
(134) RPMW PACIFIC BUILDING LLC DOWNTOWN DALLAS,TX75219 46-1616128	REAL ESTATE	DE					No			No
(135) RP MEMBER 1050 NW 15TH STREET DOWNTOWN DALLAS,TX75219 80-0925574	REAL ESTATE	DE					No			No
(136) 1050 NW 14TH STREET HOLDINGS DOWNTOWN DALLAS,TX75219 46-2823288	INVESTMENT	DE					No			No
(137) RP 9SMA LLC DOWNTOWN DALLAS,TX75219 32-0411683	INVESTMENT	DE					No			No
(138) 9SMA LLC DOWNTOWN DALLAS,TX75219 61-1714257	REAL ESTATE	DE					No			No
(139) RP WAIKIKI WEST LLC DOWNTOWN DALLAS,TX75219 37-1737966	HOTEL	DE					No			No
(140) RP BS EVO WAIKIKI WEST LLC DOWNTOWN DALLAS,TX75219 46-3372020	HOTEL	DE					No			No
(141) RP COVE LLC DOWNTOWN DALLAS,TX75219 61-1723420	REAL ESTATE	DE					No			No
(142) RP MAXIMUS COVE LLC DOWNTOWN DALLAS,TX75219 90-0975889	REAL ESTATE	DE					No			No
(143) RP 1345605 OWNER LP DOWNTOWN DALLAS,TX75219 61-1714273	REAL ESTATE	DE					No			No
(144) RP 1345605 HOLDINGS LP DOWNTOWN DALLAS,TX75219 32-0412752	REAL ESTATE	DE					No			No
(145) RP 1345 ACQUISITION LLC DOWNTOWN DALLAS,TX75219 80-0935462	REAL ESTATE	DE					No			No
(146) RP 605 ACQUISITION LLC DOWNTOWN DALLAS,TX75219 80-0934962	REAL ESTATE	DE					No			No
(147) 1345 LEASEHOLD LIMITED PARTNER DOWNTOWN DALLAS,TX75219 13-3890080	REAL ESTATE	DE					No			No
(148) 1345 FEE LIMITED PARTNERSHIP DOWNTOWN DALLAS,TX75219 13-3890082	REAL ESTATE	DE					No			No
(149) RP 15TH STREET LLC DOWNTOWN DALLAS,TX75219 30-0808539	INVESTMENT	DE					No			No
(150) RPA 15TH STREET LLC DOWNTOWN DALLAS,TX75219 80-0943278	REAL ESTATE	DE					No			No
(151) AMCO PRH 801 SOUTH MIAMI AVENU DOWNTOWN DALLAS,TX75219 46-4022361	REAL ESTATE	DE					No			No
(152) PR 801 SMA LLC DOWNTOWN DALLAS,TX75219 32-0421575	REAL ESTATE	DE					No			No
(153) RP 801 SMA MEMBER LLC DOWNTOWN DALLAS,TX75219 46-4999722	REAL ESTATE	DE					No			No
(154) RP SEASHORE LLC DOWNTOWN DALLAS,TX75219 46-5075111	REAL ESTATE	DE					No			No
(155) RDR SEACHORE LLC DOWNTOWN DALLAS,TX75219 90-1023210	REAL ESTATE	DE					No			No
(156) ROCKPOINT FUND IV HOLDINGS LL DOWNTOWN DALLAS,TX75219 61-1701264	REAL ESTATE	DE					No			No
(157) CACHET - MONTEREY RIDGE LLC DOWNTOWN DALLAS,TX75219 61-1706559	REAL ESTATE DEV.	DE					No			No
(158) MARYLAND APARTMENT HOLDINGS 10 DOWNTOWN FLORHAM PARK,NJ07932 90-0938509	REAL ESTATE	DE					No			No
(159) RPWG CABANA OWNER LLC DOWNTOWN DALLAS,TX75219 37-1692373	REAL ESTATE	DE					No			No
(160) RPWG CABANA OWNER GP LLC DOWNTOWN DALLAS,TX75219 30-0732908	REAL ESTATE	DE					No			No
(161) WILLOWSFORD LLC DOWNTOWN DALLAS,TX75219 01-0937048	REAL ESTATE	DE					No			No
(162) RP MRP 1333H PARENT LLC DOWNTOWN DALLAS,TX75219 47-1442509	REAL ESTATE	DE					No			No
(163) RP 1333H LLC DOWNTOWN DALLAS,TX75219 47-1132037	REAL ESTATE	DE					No			No
(164) RP OCEAN WALK KEY WEST LLC DOWNTOWN DALLAS,TX75219 47-1382313	REAL ESTATE	DE					No			No
(165) OCEAN WALK KEY WEST LLC DOWNTOWN DALLAS,TX75219 47-1509108	REAL ESTATE	DE					No			No
(166) RP SMBC LLC DOWNTOWN DALLAS,TX75219 47-1473822	REAL ESTATE	DE					No			No
(167) RP 15TH STREET HOTEL LLC DOWNTOWN DALLAS,TX75219 30-0805939	REAL ESTATE	DE					No			No
(168) RP 15TH STREET GP LLC DOWNTOWN DALLAS,TX75219 32-0431538	REAL ESTATE	DE					No			No
(169) RP 15TH STREET LP DOWNTOWN DALLAS,TX75219 46-4619081	REAL ESTATE	DE					No			No
(170) RP 15TH STREET JV LP DOWNTOWN DALLAS,TX75219 32-0431841	REAL ESTATE	DE					No			No
(171) RP WEST ISLE LLC DOWNTOWN DALLAS,TX75219 46-5581597	REAL ESTATE	DE					No			No
(172) RPM WEST ISLE OWNER LLC DOWNTOWN DALLAS,TX75219 47-1070954	REAL ESTATE	DE					No			No
(173) RP DORAL VIEW I LLC DOWNTOWN DALLAS,TX75219 47-1917886	REAL ESTATE	DE					No			No
(174) RR DORAL VIEW 1 HOLDINGS LLC DOWNTOWN DALLAS,TX75219 47-2022251	REAL ESTATE	DE					No			No
(175) RP DORAL VIEW II LLC DOWNTOWN DALLAS,TX75219 47-1858664	REAL ESTATE	DE					No			No
(176) RR DORAL VIEW 2 HOLDINGS LLC DOWNTOWN DALLAS,TX75219 47-1893980	REAL ESTATE	DE					No			No
(177) RP PRUNEYARD LLC DOWNTOWN DALLAS,TX75219 47-2061784	REAL ESTATE	DE					No			No
(178) RP PRUNEYARD FINANCE LLC DOWNTOWN DALLAS,TX75219 37-1775433	INVESTMENTS	DE					No			No
(179) RP MAXIMUS PRUNEYARD LLC DOWNTOWN DALLAS,TX75219 47-2061869	REAL ESTATE	DE					No			No
(180) RP SHORELINE LLC DOWNTOWN DALLAS,TX75219 47-1089464	REAL ESTATE	DE					No			No
(181) RPPREMIA SHORELINE LLC DOWNTOWN DALLAS,TX75219 47-1036400	REAL ESTATE	DE					No			No
(182) RP MIRAMONTE LLC DOWNTOWN DALLAS,TX75219 46-5655486	REAL ESTATE	DE					No			No
(183) RPCWG MIRAMONTE LLC DOWNTOWN DALLAS,TX75219 47-1058108	REAL ESTATE	DE					No			No
(184) RP ORANGE BLOSSOM LLC DOWNTOWN DALLAS,TX75219 46-5549528	REAL ESTATE	DE					No			No
(185) RP ORANGE BLOSSOM OWNER LLC DOWNTOWN DALLAS,TX75219 46-5561655	REAL ESTATE	DE					No			No
(186) RP KALAELOA LLC DOWNTOWN DALLAS,TX75219 47-2019319	REAL ESTATE	DE					No			No
(187) RP LA MED OFFICE LLC DOWNTOWN DALLAS,TX75219 46-5766027	REAL ESTATE	DE					No			No
(188) RP WIP LA MED OFFICE LLC DOWNTOWN DALLAS,TX75219 47-1011891	REAL ESTATE	DE					No			No
(189) ROCKPOINT CORE PLUS REAL ESTATE DOWNTOWN DALLAS,TX75219 46-4669860	REAL ESTATE	DE					No			No
(190) ROCKPOINT CORE PLUS REAL ESTATE DOWNTOWN DALLAS,TX75219 47-1925288	REAL ESTATE	DE					No			No
(191) ROCKPOINT CORE PLUS SIDE CAR A DOWNTOWN DALLAS,TX75219 47-2211383	REAL ESTATE	DE					No			No
(192) ROCKPOINT CORE PLUS SIDE CAR I DOWNTOWN DALLAS,TX75219 47-2257698	REAL ESTATE	DE					No			No
(193) ROCKPOINT CORE PLUS SIDE CAR I DOWNTOWN DALLAS,TX75219 47-2381616	REAL ESTATE	DE					No			No
(194) RP WIMBLEDON LLC DOWNTOWN DALLAS,TX75219 47-2388992	REAL ESTATE	DE					No			No
(195) RP 275 BATTERY LLC DOWNTOWN DALLAS,TX75219 47-2263748	REAL ESTATE	DE					No			No
(196) ONAWAY INVESTMENTS LP DOWNTOWN WOODSIDE,CA94062 20-2896073	INVESTMENTS	DE					No			No
(197) ROCKPOINT GROUP LLC DOWNTOWN DALLAS,TX75219 16-1679061	INVESTMENTS	DE					No			No
(198) LF MANAGER LLC DOWNTOWN DALLAS,TX75219 20-5517623	INVESTMENTS	DE					No			No
(199) ROCKPOINT FINANCE FUND I LP DOWNTOWN DALLAS,TX75219 20-4969902	FINANCING	DE					No			No
(200) ROCKPOINT MANAGEMENT LLC DOWNTOWN DALLAS,TX75219 16-1680492	REAL ESTATE	DE					No			No
(201) ROCKPOINT LAND MANAGEMENT LLC DOWNTOWN DALLAS,TX75219 20-8848549	REAL ESTATE	DE					No			No
(202) ROCKPOINT REAL ESTATE FUND I L DOWNTOWN DALLAS,TX75219 83-0369455	REAL ESTATE	DE					No			No
(203) RPWG CABANA GP LLC DOWNTOWN NEW YORK,NY10022 45-1476257	REAL ESTATE	DE					No			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) ROCKPOINT INVESTORS III LTD SHIN AOYAMA BUILDING EAST 1-1-1 TOKYO,SHINAGAWA-KI JA	INVESTMENT	JA		C				No
(2) GK FLOWERING PEACH ARK-MORI BUILDING 12-32 TOKYO,MINATO-KU JA	REAL ESTATE	JA		C				No
(3) RP RESIDENTIAL ASSEMBLY SARL 6C PARC DACTIVITIES SYRDALL TOKYO,AKASAKA1-CHOME LU JA 98-0619686	REAL ESTATE I	JA		C				No
(4) SANMON PARIS SAS 55-59 AV RAYMOND POINCARE L-5365 MUNSBACH GM	REAL ESTATE	OC		C				No
(5) GK J23 INVESTMENT 1-4 YOTSUYA PARIS 75116 JA 98-0690037	REAL ESTATE	JA		C				No
(6) RP SBH SUNCOR INC 6720 N SCOTTSDALE RD SUITE 160 SCOTTSDALE,AZ85253 27-2991903	INVESTMENT	DE		C				No
(7) BCRA FOOD & BEVERAGE INC 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 22-3697930	HOTEL LIQUOR	DE		C				No
(8) BCRA RESORT SERVICES INC 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 22-3697931	HOTEL MANAGEMENT	DE		C				No
(9) ROCKPOINT REF IV-OFFSHORE CORP LLC 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 32-0401476	REAL ESTATE	DE		C				No
(10) POCONOS HOLDCO LLC 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 36-4734014	HOTEL	DE		C				No
(11) RC ERNST REUTER HAUS PROJEKT CONTROL GMB UNTER DEN LINDEN 14 BERLIN 10117 GM	HOLDING COMPANY	DE		C				No
(12) RP 900 G LLC 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 27-2106735	REAL ESTATE	DE		C				No
(13) ROCKPOINT CORE PLUS REAL ESTATE PARALLEL 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 47-2388879	REAL ESTATE	DE		C				No
(14) ROCKPOINT CORE PLUS REAL ESTATE PARALLEL 3953 MAPLE AVENUE SUITE 300 DALLAS,TX75219 47-2382569	REAL ESTATE	DE		C				No
(15) THE KEITH B GELB FAMILY GIFT TRUST 2008 500 WEST CUMMINGS PARK SUITE 4900 WOBURN,MA01801 26-6254961	REAL ESTATE I	MA		T				No
(16) JONATHAN H PAUL 2005 IRREVOCABLE TRUST 192 MEADOWBROOK ROAD WESTON,MA02493 20-6549555	REAL ESTATE I	MA		T				No
(17) THEODORA D & WILLIAM H WALTON III 1998 ONE INDEPENDENT DRIVE SUITE 1600 JACKSONVILLE,FL32202 13-7162813	REAL ESTATE I	FL		T				No
(18) THE WALTON FAMILY IRREVOCABLE TRUST ONE INDEPENDENT DRIVE SUITE 1600 JACKSONVILLE,FL32202 20-7429927	REAL ESTATE I	FL		T				No
(19) ROCKPOINT INVESTORS I LTD SHIN AOYAMA BLDG E 1-1-1 TOKYO,MINAMI MINATO-KU JA	HOLDING COMPANY	CJ		C				No
(20) RP LIMERICK INVESTORS HOLDINGS GP LTD 87 MARY STREET KY1-9002 GEORGE TOWN GRAND CAYMAN ISLA CJ	HOLDING COMPANY	CJ		C				No
(21) ROCKPOINT INVESTORS II LTD SHIN AOYAMA BLDG E 1-1-1 160-0004 TOKYO,MINAMI MINATO-KU JA	HOLDING COMPANY	JA		C				No

Schedule R (Form 990) 2015

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) ............................

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

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

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) ...................

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

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

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

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

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

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

Schedule R (Form 990) 2015

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) 2015

Page 5

Part VII

Supplemental Information

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

Return Reference	Explanation

Schedule R (Form 990) 2015

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO GENERATE, PRESERVE & ENHANCE THE WILLOWSFORD COMMUNITY THROUGH PROGRAMS, ACTIVITIES & SERVICES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	4
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	4
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	13
6	Total number of volunteers (estimate if necessary) .............	6	80
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	-14,748
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-39,448

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	659,059	924,434
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	33,459	120,189
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	692,518	1,044,623
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
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)	278,136	376,245
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	264,370	334,237
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	542,506	710,482
19	Revenue less expenses. Subtract line 18 from line 12.......	150,012	334,141
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	848,973	1,236,517
21	Total liabilities (Part X, line 26).............	62,485	115,888
22	Net assets or fund balances. Subtract line 21 from line 20.....	786,488	1,120,629

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 645,119 including grants of $ ) (Revenue $ 134,937 )
	SEE SCHEDULE O FOR DETAIL STATEMENT

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses645,119

(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) BRIAN CULLEN...................................................................... PRESIDENT	1.00 .................	X	X	0	0	0
(2) LAURA COLE...................................................................... VICE PRESIDENT, MARKETING	1.00 .................	X	X	0	0	0
(3) JEFFREY T SCHNEIDER...................................................................... VICE PRESIDENT, FINANCE	1.00 .................	X	X	0	0	0
(4) MARK TROSTLE...................................................................... EXECUTIVE VICE PRESIDENT	1.00 .................	X	X	0	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	0	0	0

(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

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d	912,112
e	Government grants (contributions)		1e	11,651

f	All other contributions, gifts, grants, and similar amounts not included above		1f	671

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......		924,434

		Business Code
2a
b
c
d
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....

3 Investment income (including dividends, interest, and othersimilar amounts) ..........
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss).....
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
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		363,548
b	Less: cost of goods sold ..b		379,943
c	Net income or (loss) from sales of inventory..			-16,395	-1,647	-14,748
Business Code			Miscellaneous Revenue
11a	TRANSFER FEE INCOME		900099	114,829	114,829
b	RESIDENT ASSESSMENTS		900099	19,880	19,880
c	REIMBURSEMENT		900099	1,875	1,875
d	All other revenue ....
e	Total. Add lines 11a–11d ......			136,584
12	Total revenue. See Instructions......			1,044,623	134,937	-14,748	0

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
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 ....
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	270,577	229,354	41,223
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......	85,301	70,102	15,199
10	Payroll taxes ...........	20,367	17,233	3,134
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	30,285	30,151	134
12	Advertising and promotion ....	4,973	4,973
13	Office expenses .......	26,883	26,712	171
14	Information technology ......	2,760	2,760
15	Royalties ..
16	Occupancy ...........
17	Travel ............	2,605	2,605
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	2,320	2,320
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	98,388	98,388
23	Insurance ...	22,008	16,506	5,502
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	SUPPLIES, TOOLS, & EQUI	68,790	68,790
b	MAINTENANCE	59,556	59,556
c	SOIL CONSERVATION	12,046	12,046
d	EVENTS	3,623	3,623
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	710,482	645,119	65,363	0
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).

1	Cash–non-interest-bearing ........			27,969	1	68,443
2	Savings and temporary cash investments .........				2
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			44,200	4	126,835
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 ....				7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,349,935
b	Less: accumulated depreciation	10b	309,096	776,404	10c	1,040,839
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 ...........			400	15	400
16	Total assets. Add lines 1 through 15 (must equal line 34)...			848,973	16	1,236,517

17	Accounts payable and accrued expenses .....	44,235	17	110,826
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 ..		23
24	Unsecured notes and loans payable to unrelated third parties ..	18,250	24	5,062
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..	62,485	26	115,888

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	786,488	27	1,120,629
28	Temporarily restricted net assets ...........		28
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 ...........	786,488	33	1,120,629
34	Total liabilities and net assets/fund balances ........	848,973	34	1,236,517