SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Act of 1934

For the fiscal year ended December 31, ~~2014~~2015 Commission file #0-13545

JMB/245 Park Avenue Associates, Ltd.

(Exact name of registrant as specified in its charter)

Illinois

(State of organization)

36-3265541

(I.R.S. Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois

(Address of principal executive office)

60611

(Zip Code)

Registrant's telephone number, including area code 312-915-1987

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on

which registered

None

Securities registered pursuant to Section 12(g) of the Act:

Limited Partnership Interests

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	[ ]		Accelerated filer	[ ]
	Non-accelerated filer	[ X ]		Smaller reporting company	[ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [ X ]

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]

Indicate by check mark whether registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the proceeding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosures	4
Part II
Item 5.	Market for the Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Selected Financial Data	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	89
Item 8.	Financial Statements and Supplementary Data	910
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2123
Item 9A.	Controls and Procedures	2123
Part III
Item 10.	Directors and Executive Officers of the Registrant	2224
Item 11.	Executive Compensation	2426
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters	2426
Item 13.	Certain Relationships and Related Transactions	2527
Item 14.	Principal Accountant Fees and Services	2628
Part IV
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	2729
Signatures		2931

PART I

Item 1. Business

Unless otherwise indicated, all references to "Notes" are to Notes to Consolidated Financial Statements of JMB/245 Park Avenue Associates, Ltd. contained in this report. Capitalized terms used herein, but not defined, have the same meanings as used in the Notes.

The registrant, JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), is a limited partnership formed in 1983 and currently governed by the Revised Uniform Limited Partnership Act of the State of Illinois for the original purpose of acquiring and owning an approximate 48.25% interest in 245 Park Avenue Company, a New York general partnership, ("245 Park" or the "Joint Venture") which owned and operated an office building located at 245 Park Avenue, New York, New York (the "245 Park Avenue Building"). The Partnership was admitted to the Joint Venture through the purchase of one of the existing unaffiliated joint venture partner's interests. The unaffiliated venture partners (the "O&Y partners") were affiliates of Olympia & York Developments, Ltd. ("O&Y"). On May 7, 1984, the Partnership commenced a private offering of $124,300,000 in Limited Partnership Interests (the "Interests") pursuant to a Private Placement Memorandum (the "Private Placement Memorandum") in accordance with Rules 501-503 and 506 of Regulation D of the Securities Act of 1933. The offering closed on June 28, 1984. The holders of Interests (herein after "Holders" or "Holders of Interests" or “Limited Partners”) in the Partnership share in their portion of the benefits of ownership of the Partnership's real property investment according to the number of Interests held.

As a result of the financial difficulties of the O&Y partners, in October 1995 each of the O&Y partners and certain other O&Y affiliates (but not the Joint Venture) filed for bankruptcy protection from creditors under Chapter 11 of the United States Bankruptcy Code. As a result of the plan of restructuring (the "Plan"), which became effective on November 21, 1996 ("Effective Date"), the Partnership received through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding") an approximate 5.4% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P. On December 31, 2002 (the "Redemption Date"), 245 Park Holding entered into a redemption agreement (the "Partial Redemption") by and among 245 Park Holding, BFP Property GP Corp. ("BFP, GP") and BFP, LP pursuant to which 245 Park Holding transferred and BFP, LP thereby redeemed approximately 90% of its approximate 5.4% interest (the "Redeemed Interest") in BFP, LP. As a result, 245 Park Holding's remaining interest in BFP, LP iswas approximately 0.5% thereof, ~~represented~~ represented by 567.375 Class A Units (the "Retained Interest"). The managing general partner of BFP, LP iswas not affiliated with the Partnership and, subject to the partnership agreement of BFP, LP ~~has~~had full authority to manage its affairs. 245 Park Holding is is a limited liability company in which the Partnership is a 99% member and BFP, GP, which is an affiliate of the managing general partner of BFP, LP, is a 1% member.

On December 29, 2014, BFP, LP transferred 48.5% of the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park’s Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its interest in BFP/JMB.

~~Table~~(table of ~~Contents~~contents)

Upon execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership and $.03 million to BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference over any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.

BFP, LP can cause BFP/JMB to redeem all or any portion of the Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657.00, (ii) with respect to a redemption on or following December 29, 2015 and prior to December 29, 2016, $5,252,523.00, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394.00, (iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263.00, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131.00 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.

The ~~transaction described above is not expected to result in any material tax consequences to the Partnership. The~~ net proceeds of the $2.5 million distribution to the Partnership after payment of expenses related to the transaction were applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation.

Persons who are interested in obtaining information concerning BFP, LP should be aware that Brookfield Office Properties, Inc. (“BOP”), ~~formerly~~ formerly Brookfield Properties Corporation, filed periodic reports and other information, which included information about BFP, LP and its assets and operations, with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934. BOP’s filings with the SEC are available to the public through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system accessible through the SEC's web site at http://www.sec.gov. On June 20, 2014, BOP became a private company and is no longer required to file with the SEC. This description is provided for informational purposes only. The Partnership does not prepare, and is not responsible for the preparation of, any of BOP’s reports or other information it filed with the SEC including, but not limited to, those concerning the business and financial results of BFP, LP. Those reports and other information are not intended to be incorporated by reference into this report on Form 10-K, and the Partnership has no responsibility for the accuracy of any information included in BOP’s reports or other information.

The Partnership's indirect interest in BFP, LP was pledged as collateral for certain notes payable to JMB Realty Corporation ("JMB"), of of which one long-term note ("Replacement Note 1") and one demand note (the "Demand Note") remained unpaid as as of January 1, 2006. The security agreements for such notes required mandatory payment of principal and interest out of any net proceeds received upon the redemption, refinancing or other disposition of, or any distribution made with respect to, the Partnership's indirect interest in BFP, LP.

~~Table~~(table of ~~Contents~~contents)

Replacement Note 1, which was scheduled to mature in January 2006, was consolidated into the Demand Note, effective January 2, 2006. Replacement ~~Note~~ Note 1 accrued interest at 2% per annum, with interest compounded annually and included in principal, and had a balance of $3,962,194, including $479,910 of accrued interest, as of January 2, 2006.

The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,~~017~~107,000 as of December 31, ~~2014~~ 2015 ($~~160~~90,000 of which was funded in ~~2014~~2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $83,300 was made to the accrued interest on the Demand Note and no additional cash advances ~~totaling $90,000~~ were made by JMB under the Demand Note through March 1116, ~~2015~~2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, ~~2014~~ 2015 of $6,~~664~~827,~~871~~ 065 accrues interest at prime plus 1 percent, 4.2550% at December 31, ~~2014~~2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.

The outstanding balance of the Demand Note at December 31, ~~2014~~2015 is $6,~~664~~827,~~871~~065 and continues to accrue interest and be increased in principal amount by additional advances from JMB. ItUnless BFP, LP exercises its redemption rights discussed above, under current circumstances, it is unlikely that the Holders of Interests ever will receive any significant distributions from the Partnership. However, it is expected that Holders of Interests will be allocated a substantial amount of gain for Federal and state income tax purposes as a result of transactions which may occur over the remaining term of the Partnership. These transactions include (i) a sale or other disposition of the 245 Park Avenue property; (ii) a sale or other disposition of the Partnership's indirect interest in BFP/JMB; or (iii) a significant reduction in the indebtedness of the 245 Park Avenue property or other indebtedness of the Partnership for Federal and state income tax purposes. The amount of gain for Federal and state income tax purposes to be allocated to a Holder of Interests over the remaining term of the Partnership is expected to be, at a minimum, equal to all or most of the amount of such Holder's deficit capital account for tax purposes. Such gain may be offset by suspended losses from prior years (if any) that have been allocated to the Holder of Interests. The actual tax liability of each Holder of Interests will depend on such Holder's own tax situation.

The Partnership has no employees.

The terms of transactions between the Partnership and the General Partners and their affiliates are set forth in Items 11 and 13 below and in the Notes to the consolidated financial statements, to which reference is hereby made for a description of such transactions.

~~Table~~(table of ~~Contents~~contents)

Item 1A. Risk Factors

The Partnership is subject to significant risks, including factors related to its position in BFP/JMB, its dependency on JMB for continued advances, the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB, and its past history of operating losses. The Partnership is obligated under a Demand Note which significantly exceeds its assets and there is substantial doubt about its ability to continue as a going concern. Reference is made to Item 1. Business and Item 7. Management's Discussion and ~~Analysis~~ Analysis of Financial Condition and Results of Operations.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The Partnership owns an indirect, non controlling interest in 245 Park Avenue referred to under Item 1 above to which reference is hereby made. The Partnership's interest in BFP/JMB is pledged as collateral for the Demand Note payable to JMB.

Item 3. Legal Proceedings

The Partnership is not subject to any material pending legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

~~Table~~(table of ~~Contents~~contents)

PART II

As of January 1, 2015, there were 832 record holders of the remaining 906.34 Interests outstanding in the Partnership. To date, holders of 93.66 interests have abandoned such interests. There is no public market for Interests and itIssuer isPurchases not anticipated that a public market for Interests will develop. Consequently, a Holder may not be able to sell or otherwise liquidate his or her Interests. In addition, the Interests have not been registered under the Securities Act of ~~1933,~~Equity as amended, or (with certain exceptions) under state securities laws. Transfers of the Interests must be made in compliance with applicable federal and state securities laws and are subject to the restrictions on transfers set forth in Article 14 (pages 15-17) of the Amended and Restated Agreement of Limited Partnership of the Partnership, which are incorporated herein by reference to Exhibit 99 to this annual report. A sale or other transfer of an Interest may result in material adverse Federal income tax consequences.Securities

~~The~~As of January 1, 2016, ~~Partnership~~there ~~has~~were ~~not~~827 ~~made~~record ~~any~~holders ~~distributions~~of ~~since~~the ~~1989~~remaining 901.34 ~~The~~Interests ~~Partnership's~~outstanding ~~interest~~ in ~~BFP/JMB~~the isPartnership. ~~pledged~~To asdate, ~~collateral~~holders ~~for~~of ~~the~~98.66 ~~Demand~~interests ~~Note~~have ~~payable~~abandoned tosuch ~~JMB,~~interests. ~~which~~There ~~note~~is ~~requires~~no ~~mandatory~~public ~~payment~~market offor ~~principal~~Interests and ~~interest~~it ~~out~~is ofnot ~~(i)~~anticipated ~~any~~that ~~distributions~~a ~~received~~public ~~from~~market for Interests ~~BFP/JMB~~will develop. Consequently, ~~and~~a ~~(ii)~~Holder ~~any~~may ~~net~~not ~~proceeds~~be ~~received~~able ~~upon~~to ~~the~~sell ~~sale,~~or ~~refinancing~~otherwise liquidate his or ~~other~~her ~~disposition~~Interests. ofIn addition, the ~~Partnership's~~Interests have ~~interest~~not inbeen ~~BFP/JMB~~registered under the Securities Act of 1933, as amended, or (with certain exceptions) under state securities laws. ~~Reference~~Transfers isof the Interests must be made toin ~~the~~compliance ~~section~~with ~~entitled~~applicable ~~"Investment~~federal inand ~~Unconsolidated~~state ~~Venture"~~securities inlaws ~~the~~and ~~Notes~~are subject to the ~~consolidated~~ ~~financial~~restrictions ~~statements~~on ~~and~~transfers ~~Item~~set 7forth ~~for~~in aArticle ~~discussion~~14 (pages 15-17) of the ~~restrictions~~Amended onand ~~the~~Restated ~~distributions~~Agreement ~~(if~~of ~~any)~~Limited toPartnership of the Partnership, ~~from~~which ~~BFP/JMB~~are incorporated herein by reference to Exhibit 99 to this annual report. A sale or other transfer of an Interest may result in material adverse Federal income tax consequences.

5The Partnership has not made any distributions since 1989. The Partnership's interest in BFP/JMB is pledged as collateral for the Demand Note payable to JMB, which note requires mandatory payment of principal and interest out of (i) any distributions received from BFP/JMB, and (ii) any net proceeds received upon the sale, refinancing or other disposition of the Partnership's interest in BFP/JMB. Reference is made to the section entitled "Investment in Unconsolidated Venture" in the Notes to the consolidated financial statements and Item 7 for a discussion of the restrictions on the distributions (if any) to the Partnership from BFP/JMB.

~~Table of Contents~~5

~~Item 6.~~(table ~~Selected~~of ~~Financial Data~~contents)

~~JMB/245 Park~~Item ~~Avenue~~6. ~~Associates,~~Selected ~~Ltd.~~Financial Data

~~(A Limited~~JMB/245 ~~Partnership)~~Park Avenue Associates, Ltd.

~~and Consolidated~~(A ~~Venture~~Limited Partnership)

~~December 31, 2014, 2013, 2012, 2011~~ and ~~2010~~Consolidated Venture

~~(Not Covered~~December by31, ~~Report~~2015, of2014, ~~Independent~~2013, ~~Registered~~2012 and ~~Public Accounting Firm)~~2011

	2014		2013		2012		2011		2010
Total income	$	2,500,000	$	--	$	--	$	--	$	--
Net income (loss)	$	1,891,654	$	(542,233)	$	(498,295)	$	(451,220)	$	(493,499)
Net income (loss) per limited partnership interest(b)	$	1,943	$	(552)	$	(506)	$	(456)	$	(495)
Total assets	$	8,532	$	0	$	5,770	$	4,566	$	24,551
Demand note payable	$	6,664,871	$	8,628,532	$	8,099,502	$	7,587,217	$	7,160,255

(Not Covered by Report of Independent Registered Public Accounting Firm)

(a) The above financial information should be read in conjunction with the consolidated financial statements of the Partnership and the related Notes to the consolidated financial statements appearing elsewhere in this report. (b) The net loss per limited partnership interest is based upon the number of limited partnership interests outstanding at the end of the period before giving affect for any interests abandoned during the year.

	2015		2014		2013		2012		2011

Total income	$	377,519	$	2,500,000	$	--	$	--	$	--

Net income (loss)	$	(51,748)	$	1,891,654	$	(542,233)	$	(498,295)	$	(451,220)

Net income (loss) per limited partnership interest(b)	$	(54)	$	1,943	$	(552)	$	(506)	$	(456)

Total assets	$	35,119	$	8,532	$	0	$	5,770	$	4,566

Demand note payable	$	6,827,065	$	6,664,871	$	8,628,532	$	8,099,502	$	7,587,217

6(a) The above financial information should be read in conjunction with the consolidated financial statements of the Partnership and the related Notes to the consolidated financial statements appearing elsewhere in this report. (b) The net loss per limited partnership interest is based upon the number of limited partnership interests outstanding at the end of the period before giving affect for any interests abandoned during the year.

~~Table of Contents~~6

~~Item 7.~~(table ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~contents)

~~Liquidity~~ Item 7. Management’s Discussion and ~~Capital~~Analysis ~~Resources~~of Financial Condition and Results of Operations

~~Capitalized terms~~Liquidity ~~used~~and ~~but~~Capital ~~not~~Resources ~~defined in this Item 7 have the same meanings as used in Item 1. Business or in the Notes.~~

~~The Partnership's~~Capitalized ~~future liquidity and ability to continue as a going concern are dependent upon JMB for continued advances and the~~terms ~~receipt~~used ofbut ~~the~~not ~~cumulative~~defined ~~annual~~in ~~preferred~~this ~~return~~Item on7 ~~the~~have ~~Class J shares of BFP/JMB. This uncertainty and~~ the ~~fact~~same ~~that~~meanings ~~the Partnership has a net capital deficiency raise substantial doubt about the Partnership's ability to continue~~ as aused ~~going concern. The operations of the Partnership since 2004 have been funded entirely by cash advances from JMB which totaled $2,017,000 as of December 31, 2014 ($160,000 of which was funded~~ in 2014) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on DecemberItem 30, 2014. An additional payment of approximately $8,300 was made to the Demand Note and additional cash advances totaling $90,000 were made by JMB under the Demand Note through March 11, 2015, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2014 of $6,664,871, accrues interest at prime plus 1 ~~percent, 4~~.~~25%~~ atBusiness ~~December 31,~~or ~~2014, with interest compounded quarterly and included~~ in ~~principal, and is secured by~~ the ~~Partnership's interest in BFP/JMB~~Notes. ~~JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.~~

~~Under~~The Partnership's ~~certain~~future ~~circumstances,~~liquidity and ability to continue as a going concern are dependent upon JMB for continued advances and the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB. This uncertainty and the fact that the Partnership ~~may~~has a net capital deficiency raise substantial doubt about the Partnership's ability to continue as a going concern. The operations of the Partnership since 2005 have ~~obligations~~been ~~for~~funded ~~Federal~~entirely orby ~~state~~cash ~~withholding~~advances orfrom ~~estimated~~JMB, ~~tax~~which ~~payments~~have onbeen ~~behalf~~offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of ~~certain~~December 31, ~~Holders~~2015 ($90,000 of ~~Interests~~which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. ~~Notwithstanding~~The ~~any~~net ~~such~~proceeds ~~obligations~~of the $2,500,000 distribution to the Partnership ~~believes~~were ~~that~~applied to the ~~Holders~~accrued ofinterest ~~Interests~~on ~~have~~the Demand Note on December 30, 2014. The Partnership made payments in the ~~ultimate~~amount ~~responsibility~~of ~~for~~$217,433 to the ~~timely~~accrued ~~filing~~interest during the year ended December 31, 2015. An additional payment of ~~state~~approximately ~~and~~$3,300 ~~Federal~~was ~~tax~~made ~~returns~~to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the ~~payment~~Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of ~~all~~unpaid ~~related~~principal ~~taxes~~and accrued interest at December 31, ~~including~~2015 of $6,827,065, accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the ~~reimbursement~~Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the ~~Partnership~~right to require repayment of ~~all~~the ~~withholding~~Demand ~~tax~~Note ~~payments~~together orwith ~~estimated~~accrued ~~tax~~and ~~payments~~unpaid ~~made~~interest onat ~~their~~any ~~behalf~~time.

~~It is~~Under ~~unlikely~~certain ~~that the Holders of Interests will ever receive any significant portion of their original investment. However~~circumstances, ~~it is~~ ~~expected~~the ~~that~~Partnership ~~Holders~~may ofhave ~~Interests~~obligations ~~will be allocated a substantial amount of gain~~ for Federal ~~and~~or state ~~income~~withholding or estimated tax ~~purposes~~payments ~~as a~~on ~~result~~behalf of ~~transactions~~certain ~~which~~Holders ~~may occur over the remaining term~~ of ~~the Partnership~~ Interests. ~~These~~Notwithstanding ~~transactions~~any ~~include~~such ~~(i)~~obligations, ~~a sale or other disposition of~~ the ~~245 Park Avenue property; (ii) a sale or other disposition of the~~ Partnership's ~~indirect~~believes ~~interest~~that ~~in BFP/JMB; or (iii) a reduction in~~ the ~~indebtedness~~Holders of ~~the~~Interests ~~245~~have ~~Park Avenue property or other indebtedness of~~ the ~~Partnership~~ultimate responsibility for ~~Federal~~the ~~and state~~timely ~~income~~filing ~~tax purposes. The amount~~ of ~~gain~~state ~~for~~and Federal ~~and state income~~ tax ~~purposes~~returns toand ~~be allocated to a Holder of Interests over~~ the ~~remaining~~payment ~~term~~ of ~~the~~all ~~Partnership~~related ~~is expected to be~~taxes, atincluding athe ~~minimum,~~reimbursement ~~equal~~ to ~~all or most of~~ the Partnership ~~amount~~ of ~~such~~all ~~Holder's deficit~~withholding ~~capital account for~~ tax ~~purposes.~~payments ~~Such~~or ~~gain~~estimated ~~may be offset by suspended losses from prior years (if any) that have been allocated to the Holder of Interests. The actual~~ tax ~~liability~~payments ofmade ~~each Holder of Interests will depend~~ on ~~such~~their ~~Holder's own tax situation~~behalf.

7Unless BFP, LP exercises its redemption rights discussed above, under current circumstances, it is unlikely that the Holders of Interests will ever receive any significant portion of their original investment. However, it is expected that Holders of Interests will be allocated a substantial amount of gain for Federal and state income tax purposes as a result of transactions which may occur over the remaining term of the Partnership. These transactions include (i) a sale or other disposition of the 245 Park Avenue property; (ii) a sale or other disposition of the Partnership's indirect interest in BFP/JMB; or (iii) a reduction in the indebtedness of the 245 Park Avenue property or other indebtedness of the Partnership for Federal and state income tax purposes. The amount of gain for Federal and state income tax purposes to be allocated to a Holder of Interests over the remaining term of the Partnership is expected to be, at a minimum, equal to all or most of the amount of such Holder's deficit capital account for tax purposes. Such gain may be offset by suspended losses from prior years (if any) that have been allocated to the Holder of Interests. The actual tax liability of each Holder of Interests will depend on such Holder's own tax situation.

~~Table of Contents~~7

~~Results~~ (table of ~~Operations~~contents)

~~The Partnership~~Results ~~received a partnership redemption distribution~~ of ~~$2,500,000 in December 2014. All distributions received are recorded as income as the Partnership records its investment in BFP/JMB under the cost method of accounting.~~Operations

The Partnership received ~~increase~~a inpartnership ~~accounts~~redemption ~~payable~~distribution atof ~~December 31~~$2,500,000 in December 2014. asAll ~~compared~~distributions toreceived ~~December 31,~~are ~~2013~~recorded isas ~~primarily~~income ~~due~~as tothe Partnership ~~legal~~records ~~fees~~its ~~related to~~investment in BFP/JMB under the ~~Partnership~~cost ~~redemption~~method ~~and~~of ~~restructuring~~accounting.

The increase in accounts ~~operations~~receivable ofat ~~the~~December 31, ~~Partnership~~2015 ~~since~~as ~~2005~~compared ~~have~~to ~~been~~December 31, ~~funded~~2014 ~~entirely~~and bythe ~~cash~~increase ~~advances~~in ~~from~~annual ~~JMB~~preferred ~~which~~return ~~totaled~~income ~~$2,017,000~~for the asyear ofended December 31, ~~2014~~ ~~($160,000~~2015 ~~which~~as ~~was~~compared ~~funded~~to inthe years ended December 31, 2014) and ~~which,~~2013 ~~together~~is ~~with~~due to the ~~amount~~annual ~~owed~~preferred return ~~and~~on ~~rolled~~the ~~over~~Class J ~~from~~shares ~~Replacement~~of ~~Note~~BFP/JMB. 1,Accrual ~~are evidenced~~of by the ~~Demand~~annual ~~Note~~preferred atreturn ~~December~~commenced 31on January 1, ~~2014~~2015.

~~Advances~~The decrease in accounts ~~totaling~~payable ~~$160~~at December 31,~~000~~ ~~were~~2015 ~~made~~as bycompared ~~JMB~~to inDecember 31, 2014. Ais ~~significant~~primarily ~~portion~~due ofto ~~such~~payment ~~advances~~of ~~was~~legal ~~disbursed for~~ fees ~~for~~related ~~professional~~to ~~services~~the ~~and~~Partnership ~~for~~redemption ~~general~~ and ~~administrative expenses, a portion of which were payable at December 31, 2014~~restructuring.

The operations of ~~decrease~~the inPartnership ~~demand~~since ~~note~~2005 ~~payable~~have tobeen anfunded ~~affiliate~~entirely atby ~~December~~cash ~~31,~~advances ~~2014~~from asJMB ~~compared~~which tototaled $2,107,000 as of December 31, 2015 ~~2013~~($90,000 iswhich ~~due~~was tofunded ain $22015) and which,~~500,000 payment~~ totogether with the ~~accrued~~amount ~~interest~~owed onand ~~the~~rolled ~~Demand~~over ~~Note~~from ~~offset~~Replacement byNote ~~fundings~~1, ~~totaling~~are ~~$160,000~~evidenced by ~~and~~the ~~accrued~~Demand ~~interest~~Note ofat ~~approximately~~December ~~$376~~31,~~000~~ 2015.

~~The~~Advances totaling ~~increase~~$90,000 inwere ~~interest~~made ~~expense~~by ~~for~~JMB ~~the~~in ~~year~~2015. ~~ended~~A ~~December~~significant ~~31,~~portion ~~2014~~of assuch ~~compared~~advances towas ~~the~~disbursed ~~years~~for ~~ended~~fees ~~December 31,~~for ~~2013~~professional services and ~~2012~~for isgeneral ~~due~~and toadministrative ~~fundings totaling $160~~expenses,~~000~~ ~~and~~a ~~$175,000,~~portion ~~and~~of ~~previously~~which ~~accrued~~were ~~and~~payable ~~unpaid~~at ~~interest,~~December ~~added to the principal in 2014 and 2013~~31, ~~respectively~~2015.

The increase in ~~fees~~demand ~~for~~note ~~professional~~payable ~~services~~to ~~for~~an ~~the~~affiliate ~~year~~at ~~ended~~ December 31, ~~2013~~2015 as compared to ~~the year ended~~ December 31, ~~2012~~2014 is due to ~~the~~fundings ~~timing~~totaling of$90,000 ~~audit~~and ~~work~~accrual ~~performed.~~interest ~~The~~of ~~increase~~approximately in$290,000 ~~fees~~offset ~~for~~by ~~professional~~payments ~~services~~of ~~for~~approximately ~~the year ended December 31~~$217,000 ~~2014~~made ~~as compared to the year ended December 31, 2013 is due primarily to an increase~~ in ~~legal fees related to the Partnership redemption and restructurings~~2015.

~~Inflation~~The decrease in interest expense to an affiliate for the year ended December 31, 2015 as compared to the years ended December 31, 2014 and 2013 is due to an accrued interest payment of $2,500,000 on the Demand Note in 2014 which reduced the amount of debt accruing interest.

~~Due~~The decrease in professional services for the year ended December 31, 2015 as compared to the ~~low~~year ~~levels~~ended ofDecember 31, ~~inflation~~2014 and related increase in fees ~~recent~~for ~~years~~professional ~~and~~services for the ~~limited~~year ~~business~~ended ~~activity~~December 31, of2014 as compared to the ~~Partnership,~~year ~~inflation~~ended ~~generally~~December 31, ~~has~~2013 ~~not~~is ~~had~~due aprimarily ~~material~~to ~~effect~~an onincrease in legal fees related to the Partnership redemption and restructurings completed in 2014.

~~Use of Estimates and Critical Accounting Policies~~Inflation

~~The preparation~~Due ~~of financial statements in conformity with U.S. generally accepted accounting principles requires management~~ to ~~make estimates and assumptions. These estimates and assumptions affect~~ the ~~reported~~low ~~amounts of assets and liabilities and the disclosure~~levels of ~~contingent~~inflation ~~assets~~in ~~and~~recent ~~liabilities~~years ~~at the date of the financial statements~~ and the ~~reported~~limited ~~amounts~~business ofactivity ~~revenues and expenses during the reporting period. Critical accounting policies are those that are both significant to the overall presentation~~ of the ~~Partnership's~~ ~~financial condition and results of operations and require management to make difficult, complex or subjective judgments. The~~ Partnership ~~made no significant estimates or assumptions for the year ended December 31~~, ~~2014~~inflation ~~and~~generally ~~thus~~ has ~~concluded~~not ~~that~~had ~~there are~~a nomaterial ~~critical~~effect on ~~accounting~~the ~~policies~~Partnership.

~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk~~8

~~Not applicable.~~(table of contents)

8Use of Estimates and Critical Accounting Policies

~~Table~~The preparation of financial ~~Contents~~statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that are both significant to the overall presentation of the Partnership's financial condition and results of operations and require management to make difficult, complex or subjective judgments. The Partnership made no significant estimates or assumptions for the year ended December 31, 2015 and thus has concluded that there are no critical accounting policies.

Item 8 7A. ~~Financial~~Quantitative ~~Statements~~ and ~~Supplementary~~Qualitative ~~Data~~Disclosures about Market Risk

~~JMB/245 Park~~Not ~~Avenue Associates, Ltd~~applicable.

~~(A Limited Partnership)~~9

~~and Consolidated~~(table ~~Venture~~of contents)

~~Index~~Item 8. Financial Statements and Supplementary Data

~~Report of~~JMB/245 ~~Independent~~Park ~~Registered~~Avenue ~~Public~~Associates, ~~Accounting Firm~~Ltd.

~~Consolidated Balance~~(A ~~Sheets,~~Limited ~~December 31, 2014 and 2013~~Partnership)

~~Consolidated Statements of Operations, years ended December 31, 2014, 2013~~ and ~~2012~~Consolidated Venture

~~Consolidated Statements of Partners' Capital Accounts (Deficits), years ended December 31, 2014, 2013 and 2012~~Index

~~Consolidated Statements~~Report of ~~Cash~~Independent ~~Flows,~~Registered ~~years~~Public Accounting ~~ended December 31, 2014, 2013 and 2012~~Firm

~~Notes~~Consolidated Balance Sheets, December to31, ~~Consolidated~~2015 ~~Financial~~and ~~Statements~~2014

~~Schedules~~Consolidated Statements of Operations, ~~not~~years ~~filed:~~ended December 31, 2015, 2014 and 2013

~~All schedules~~Consolidated ~~have~~Statements ~~been~~of ~~omitted~~Partners' Capital asAccounts ~~the~~(Deficits), ~~required~~years ~~information~~ended isDecember ~~inapplicable~~31, or2015, ~~the~~2014 ~~information~~and ~~is presented in the consolidated financial statements or related notes.~~2013

9Consolidated Statements of Cash Flows, years ended December 31, 2015, 2014 and 2013

~~Table~~Notes ofto ~~Contents~~Consolidated Financial Statements

~~Report of~~Schedules ~~Independent~~not ~~Registered Public Accounting Firm~~filed:

~~The~~All schedules have ~~Partners~~been omitted as the required information is inapplicable, or the information is presented in the consolidated financial statements or related notes.

~~JMB/245 Park Avenue Associates, Ltd.:~~10

~~We have audited the accompanying consolidated balance sheets of JMB/245 Park Avenue Associates, Ltd., a limited partnership~~ (~~the~~table ~~Partnership), and consolidated venture as~~ of ~~December 31, 2014 and 2013 and the related consolidated statements of operations, partners’ capital accounts (deficits~~contents) ~~and cash flows for each of the years in the three-year period ended December~~ 31, 2014. These consolidated financial statements are the responsibility of the General Partner of the Partnership. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~We conducted~~Report ~~our audits in accordance with the standards~~ of ~~the~~Independent ~~Public~~Registered ~~Company~~ Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Firm

~~In our~~The opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of JMB/245 Park Avenue Associates, Ltd. and consolidated venture as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.Partners

~~The accompanying consolidated financial statements have been prepared assuming that~~ JMB/245 Park Avenue Associates, Ltd. will continue as a going concern. As discussed in the notes to the consolidated financial statements, the Partnership is dependent upon additional advances from JMB Realty Corporation under the demand note. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about its ability to continue as a going concern. The General Partners' plans in regard to these matters are also described in the notes to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.:

We have audited the accompanying consolidated balance sheets of JMB/s/245 Park Avenue Associates, Ltd., a limited partnership (the Partnership), and consolidated venture as of ~~KPMG~~December ~~LLP~~31, 2015 and 2014 and the related consolidated statements of operations, partners’ capital accounts (deficits) and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the General Partner of the Partnership. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Chicago~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes ~~Illinois~~assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~March~~In our opinion, the consolidated financial 11statements referred to above present fairly, in all material respects, the financial position of JMB/245 Park Avenue Associates, Ltd. and consolidated venture as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

10The accompanying consolidated financial statements have been prepared assuming that JMB/245 Park Avenue Associates, Ltd. will continue as a going concern. As discussed in the notes to the consolidated financial statements, the Partnership is dependent upon additional advances from JMB Realty Corporation under the demand note. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about its ability to continue as a going concern. The General Partners' plans in regard to these matters are also described in the notes to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~/s/ ofKPMG ~~Contents~~LLP

~~JMB/245 Park Avenue Associates~~Chicago, ~~Ltd.~~Illinois

~~(A Limited~~March ~~Partnership)~~16, 2016

~~and Consolidated Venture~~11

~~Consolidated Balance~~(table ~~Sheets~~of contents)

~~December 31,~~JMB/245 ~~2014~~Park ~~and~~Avenue ~~2013~~Associates, Ltd.

~~Assets~~(A Limited Partnership)

	2014		2013
Current assets:
Cash and cash equivalents	$	8,532		0
Total assets	$	8,532		0
Liabilities and Partners’ Capital Accounts (Deficits)
Current liabilities:
Accounts payable	$	90,669		10,130
Demand note payable to an affiliate, including accrued interest of $1,165,587 in 2014 and $3,289,248 in 2013		6,664,871		8,628,532
Commitments and contingencies
Total liabilities		6,755,540		8,638,662
Partners’ capital accounts (deficits):
General partners:
Capital contributions		26,664,247		26,664,247
Cumulative cash distributions		(480,000)		(480,000)
Cumulative net losses		(10,973,344)		(11,086,843)
		15,210,903		15,097,404
Limited partners (906 and 915 and interests at December 31, 2014 and 2013, respectively):
Capital contributions, net of offering costs		113,057,394		113,057,394
Cumulative cash distributions		(7,520,000)		(7,520,000)
Cumulative net losses		(127,495,305)		(129,273,460)
		(21,957,911)		(23,736,066)
Total partners’ capital accounts (deficits)		(6,747,008)		(8,638,662)
Total liabilities and partners’ capital accounts (deficits)	$	8,532		0

and Consolidated Venture

~~See accompanying~~Consolidated ~~notes~~Balance ~~to consolidated financial statements.~~Sheets

11December 31, 2015 and 2014

~~Table of Contents~~Assets

JMB/245 Park Avenue Associates, Ltd.

	2015		2014

Current assets:
Cash and cash equivalents	$	3,231		8,532
Accounts receivable		31,888		--

Total assets	$	35,119		8,532


Liabilities and Partners’ Capital Accounts (Deficits)

Current liabilities:
Accounts payable	$	6,810		90,669
Demand note payable to an affiliate, including accrued interest of $1,237,781 in 2015 and $1,165,587 in 2014		6,827,065		6,664,871

Commitments and contingencies

Total liabilities		6,833,875		6,755,540

Partners’ capital accounts (deficits):
General partners:
Capital contributions		26,664,247		26,664,247
Cumulative cash distributions		(480,000)		(480,000)
Cumulative net losses		(10,976,449)		(10,973,344)
		15,207,798		15,210,903
Limited partners (901 and 906 and interests at December 31, 2015 and 2014, respectively):
Capital contributions, net of offering costs		113,057,394		113,057,394
Cumulative cash distributions		(7,520,000)		(7,520,000)
Cumulative net losses		(127,543,948)		(127,495,305)
		(22,006,554)		(21,957,911)

Total partners’ capital accounts (deficits)		(6,798,756)		(6,747,008)

Total liabilities and partners’ capital accounts (deficits)	$	35,119		8,532

(ASee accompanying notes to consolidated ~~Limited~~financial ~~Partnership)~~statements.

~~and Consolidated Venture~~12

~~Consolidated Statements~~(table of ~~Operations~~contents)

~~Years Ended~~JMB/245 ~~December~~Park ~~31,~~Avenue ~~2014~~Associates, ~~2013 and 2012~~Ltd.

	2014		2013		2012
Income:
Partnership redemption distribution	$	2,500,000		0		0
Expenses:
Interest		376,339		354,030		332,285
Professional services		159,606		112,154		90,761
General and administrative		72,401		76,049		75,249
		608,346		542,233		498,295
Net income (loss)	$	1,891,654		(542,233)		(498,295)
Net income (loss) per limited partnership interest	$	1,943		(552)		(506)

(A Limited Partnership)

~~See accompanying~~and ~~notes~~Consolidated ~~to consolidated financial statements.~~Venture

12Consolidated Statements of Operations

~~Table~~Years ofEnded ~~Contents~~December 31, 2015, 2014 and 2013

JMB/245 Park Avenue Associates, Ltd.

	2015		2014		2013

Income:
Annual preferred return	$	377,519		--		--
Partnership redemption distribution		--		2,500,000		--
		377,519		2,500,000		--

Expenses:
Interest		289,628		376,339		354,030
Professional services		72,727		159,606		112,154
General and administrative		66,912		72,401		76,049
		429,267		608,346		542,233

Net income (loss)	$	(51,748)		1,891,654		(542,233)

Net income (loss) per limited partnership interest	$	(54)		1,943		(552)

(ASee accompanying notes to consolidated ~~Limited~~financial ~~Partnership)~~statements.

~~and Consolidated Venture~~13

~~Consolidated Statements~~(table of ~~Partners’ Capital Accounts (Deficits~~contents)

~~Years Ended~~JMB/245 ~~December~~Park ~~31,~~Avenue ~~2014~~Associates, ~~2013 and 2012~~Ltd.

	General Partners					Limited Partners
	Contri- butions		Net Income (Loss)	Cash Distributions	Total	Contributions Net of Offering Costs	Net Income (Loss)	Cash Distributions	Total
Balance (deficits) December 31, 2011	$	26,664,247	(11,024,411)	(480,000)	15,159,836	113,057,394	(128,295,364)	(7,520,000)	(22,757,970)
Net (loss)		--	(29,898)	--	(29,898)	--	(468,397)	--	(468,397)
Balance (deficits) December 31, 2012		26,664,247	(11,054,309)	(480,000)	15,129,938	113,057,394	(128,763,761)	(7,520,000)	(23,226,367)
Net (loss)		--	(32,534)	--	(32,534)	--	(509,699)	--	(509,699)
Balance (deficits) December 31, 2013		26,664,247	(11,086,843)	(480,000)	15,097,404	113,057,394	(129,273,460)	(7,520,000)	(23,736,066)
Net income		--	113,499	--	113,499	--	1,778,155	--	1,778,155
Balance (deficits) December 31, 2014	$	26,664,247	(10,973,344)	(480,000)	15,210,903	113,057,394	(127,495,305)	(7,520,000)	(21,957,911)

(A Limited Partnership)

~~See accompanying~~and ~~notes~~Consolidated ~~to consolidated financial statements.~~Venture

13Consolidated Statements of Partners’ Capital Accounts (Deficits)

~~Table~~Years ofEnded ~~Contents~~December 31, 2015, 2014 and 2013

JMB/245 Park Avenue Associates, Ltd.

	General Partners					Limited Partners
	Contri- butions		Net Income (Loss)	Cash Distributions	Total	Contributions Net of Offering Costs	Net Income (Loss)	Cash Distributions	Total

Balance (deficits) January 1, 2013	$	26,664,247	(11,054,309)	(480,000)	15,129,938	113,057,394	(128,763,761)	(7,520,000)	(23,226,367)

Net (loss)		--	(32,534)	--	(32,534)	--	(509,699)	--	(509,699)

Balance (deficits) December 31, 2013		26,664,247	(11,086,843)	(480,000)	15,097,404	113,057,394	(129,273,460)	(7,520,000)	(23,736,066)

Net income		--	113,499	--	113,499	--	1,778,155	--	1,778,155

Balance (deficits) December 31, 2014		26,664,247	(10,973,344)	(480,000)	15,210,903	113,057,394	(127,495,305)	(7,520,000)	(21,957,911)

Net (loss)		--	(3,105)	--	(3,105)	--	(48,643)	--	(48,643)

Balance (deficits) December 31, 2015	$	26,664,247	(10,976,449)	(480,000)	15,207,798	113,057,394	(127,543,948)	(7,520,000)	(22,006,554)

(ASee accompanying notes to consolidated ~~Limited~~financial ~~Partnership)~~statements.

~~and Consolidated Venture~~14

~~Consolidated Statements~~(table of ~~Cash Flows~~contents)

~~Years Ended~~JMB/245 ~~December~~Park ~~31,~~Avenue ~~2014~~Associates, ~~2013 and 2012~~Ltd.

	2014		2013		2012
Cash flows from operating activities
Net income (loss)	$	1,891,654		(542,233)		(498,295)
Changes in:
Accounts payable		80,539		7,433		(12,786)
Interest payable to an affiliate		376,339		354,030		332,285
Net cash provided by (used in) operating activities		2,348,532		(180,770)		(178,796)
Cash flows from financing activities:
Fundings of demand note payable		160,000		175,000		180,000
Payments to demand note payable		(2,500,000)		--		--
Net cash provided by (used in) financing activities		(2,340,000)		175,000		180,000
Net increase (decrease) in cash		8,532		(5,770)		1,204
Cash, beginning of year		--		5,770		4,566
Cash, end of year	$	8,532		0		5,770

(A Limited Partnership)

~~See accompanying~~and ~~notes~~Consolidated ~~to consolidated financial statements.~~Venture

14Consolidated Statements of Cash Flows

~~Table~~Years ofEnded ~~Contents~~December 31, 2015, 2014 and 2013

JMB/245 Park Avenue Associates, Ltd.

	2015		2014		2013

Cash flows from operating activities
Net income (loss)	$	(51,748)		1,891,654		(542,233)

Changes in:
Accounts receivable		(31,888)		--		--
Accounts payable		(83,859)		80,539		7,433
Interest payable to an affiliate		72,194		376,339		354,030

Net cash provided by (used in) operating activities		(95,301)		2,348,532		(180,770)

Cash flows from financing activities:
Fundings of demand note payable		90,000		160,000		175,000
Payments to demand note payable		--		(2,500,000)		--

Net cash provided by (used in) financing activities		90,000		(2,340,000)		175,000

Net increase (decrease) in cash		(5,301)		8,532		(5,770)
Cash, beginning of year		8,532		--		5,770

Cash, end of year	$	3,231		8,532		0

Supplemental cash flow disclosure:
Cash paid for interest	$	217,433		--		--

(ASee accompanying notes to consolidated ~~Limited~~financial ~~Partnership)~~statements.

~~and Consolidated Venture~~15

~~Notes to~~(table ~~Consolidated~~of ~~Financial Statements~~contents)

~~December 31,~~JMB/245 ~~2014,~~Park ~~2013~~Avenue ~~and~~Associates, ~~2012~~Ltd.

~~Operations and~~(A ~~Basis~~Limited ~~of Accounting~~Partnership)

~~General~~and Consolidated Venture

~~JMB/245 Park~~Notes ~~Avenue~~to ~~Associates,~~Consolidated ~~Ltd. (the "Partnership"), through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding"), owned an approximate .5% general partner interest in Brookfield~~ Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P until December 29, 2014. The ownership was represented by 567.375 Class A Units. Business activities consisted primarily of rentals to a variety of commercial companies and the ultimate sale or disposition of such real estate. 245 Park Holding is a limited liability company in which the Partnership is a 99% member and BFP Property GP Corp. ("BFP, GP"), which is an affiliate of the managing general partner of BFP, LP, is a 1% member.Statements

On December ~~29,~~ ~~2014~~31, ~~BFP~~2015, LP2014 transferred 48.5% of the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park’s Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and ~~its primary asset now consists of its interest in BFP/JMB.~~2013

~~Upon~~Operations ~~execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership~~ and ~~$0.3~~Basis ~~million to BFP, GP. BFP, LP owns all~~ of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference on any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.Accounting

15JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding"), owned an approximate .5% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P until December 29, 2014. The ownership was represented by 567.375 Class A Units. Business activities consisted primarily of rentals to a variety of commercial companies and the ultimate sale or disposition of such real estate. 245 Park Holding is a limited liability company in which the Partnership is a 99% member and BFP Property GP Corp. ("BFP, GP"), which is an affiliate of the managing general partner of BFP, LP, is a 1% member.

~~Table~~On December 29, 2014, BFP, LP transferred 48.5% of ~~Contents~~the membership interests in BFP 245 Park Co., LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L.P., a Delaware limited partnership (“BFP/JMB”). Immediately following such transfer, 245 Park’s Holdings’ interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for an interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its interest in BFP/JMB.

~~The~~Upon ~~transaction~~execution ~~described~~of ~~above~~the islimited ~~not~~partnership ~~expected~~agreement of BFP/JMB, BFP, LP made a distribution to ~~result~~245 Park Holding of approximately $2.53 million, which in ~~any~~turn ~~material~~distributed ~~tax~~$2.5 ~~consequences~~million to the Partnership and $0.3 ~~The~~million ~~net~~to ~~proceeds~~BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $27.5 million ~~distribution~~. toThe ~~the~~Class ~~Partnership~~J ~~after~~shares ~~payment~~will accrue a cumulative annual preferred return of ~~expenses~~5% ~~related~~which has a preference on any distributions by BFP/JMB to ~~the~~BFP, ~~transaction~~LP ~~were~~not ~~applied~~attributable to ~~reduce~~a ~~the~~capital ~~amount~~event. ~~outstanding~~The unpaid onpreferred ~~the~~return ~~demand~~and ~~note~~unpaid ~~payable~~investment attributable to the Class J shares have a preference on any distributions by BFP/JMB ~~Realty~~to BFP, ~~Corporation~~LP attributable to a capital event.

~~The~~BFP, LP can ~~accompanying~~cause ~~consolidated~~BFP/JMB ~~financial~~to ~~statements~~redeem ~~include~~all ~~the~~or ~~accounts~~any portion of the ~~Partnership~~Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657.00, (ii) with respect to a redemption on or following December 29, 2015 and ~~its~~prior ~~majority-owned~~to ~~limited~~December 29, ~~liability~~2016, $5,252,523.00, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394.00, ~~company~~(iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263.00, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131.00 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding. ~~The~~can ~~effect~~cause ofBFP/JMB to redeem all ~~transactions~~or ~~between~~any portion of the ~~Partnership~~Class ~~and~~J ~~its~~shares ~~consolidated~~at ~~venture~~any ~~has~~time ~~been~~for ~~eliminated~~a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.

The Partnership discontinued the application of the equity method of accounting, recorded its investment at zero and no longer recognizes its share of earnings or losses from BFP, LP or BFP/JMB, because the Partnership has no future funding obligations to BFP, LP or BFP/JMB and has no influence or control over the day-to-day affairs of BFP, LP or BFP/JMB.16

The Partnership's records are maintained on the accrual basis of accounting as adjusted for Federal income tax reporting purposes. The accompanying consolidated financial statements have been prepared from such records after making appropriate adjustments to reflect the Partnership's accounts in accordance with U.S. generally accepted accounting principles (~~"GAAP")~~table ~~and to consolidate the accounts~~ of ~~245 Park Holding as described above. Such GAAP and consolidation adjustments are not recorded on the records of the Partnership.~~contents)

The net ~~gain or loss per limited partnership interest is based upon the number of limited partnership interests outstanding at the~~proceeds ~~end~~ of the ~~period before giving affect for any interests abandoned during the year~~$2.5 ~~Deficit~~million ~~capital~~distribution ~~accounts~~to ~~will remain through~~ the ~~duration of the~~ Partnership. ~~Upon~~after ~~termination~~payment of ~~the~~expenses ~~Partnership,~~related ato ~~net~~the ~~gain~~transaction ~~will~~were beapplied ~~attributed~~ to reduce the ~~General~~amount ~~Partners~~outstanding ~~and Limited~~on ~~Partners,~~the ~~with~~demand ~~deficit~~note ~~capital~~payable ~~positions,~~to ~~for~~JMB ~~financial~~Realty ~~reporting and Federal and state income tax purposes~~Corporation.

The ~~preparation~~ ofaccompanying consolidated financial statements ininclude ~~accordance~~the ~~with~~accounts ~~GAAP~~of ~~requires~~ the Partnership ~~to make estimates~~ and ~~assumptions~~its ~~that~~majority-owned ~~affect the~~limited ~~reported~~liability orcompany, ~~disclosed~~245 ~~amount~~Park ofHolding. The ~~assets~~effect ~~and liabilities at the date~~ of ~~the~~all ~~financial~~transactions ~~statements~~between ~~and~~ the ~~reported~~Partnership ~~amounts of revenues~~ and ~~expenses~~its ~~during~~consolidated ~~the~~venture ~~reporting~~have ~~period.~~been ~~Actual results could differ from those estimates~~eliminated.

NoThe Partnership discontinued ~~provision~~the ~~for~~application ~~Federal~~of orthe ~~state~~equity ~~income~~method ~~taxes~~of ~~has~~accounting, ~~been~~recorded ~~made~~its asinvestment ~~the~~at ~~liability~~zero ~~for~~and ~~such~~no ~~taxes~~longer isrecognizes ~~that~~its share of ~~the~~earnings or ~~partners~~losses ~~rather~~from ~~than~~BFP, LP or BFP/JMB, because the Partnership has no future funding obligations to BFP, LP or BFP/JMB and has no influence or control over the day-to-day affairs of BFP, LP or BFP/JMB.

The Partnership's ~~future liquidity and ability to continue as a going concern is dependent upon JMB for continued advances and the~~ ~~receipt~~records ofare ~~the~~maintained ~~cumulative annual preferred return~~ on the ~~Class~~accrual Jbasis ~~shares~~ of ~~BFP/JMB.~~accounting ~~JMB's advances,~~ as ~~well~~adjusted asfor ~~consolidated~~Federal ~~balances from~~income ~~prior~~tax ~~notes,~~reporting ~~are~~purposes. ~~evidenced~~The byaccompanying consolidated afinancial ~~demand~~statements ~~note~~have ~~(the~~been ~~"Demand~~prepared ~~Note"),~~from ~~dated~~such ~~December~~records 1,after ~~2004,~~making ~~which~~appropriate ~~Demand~~adjustments ~~Note~~to isreflect ~~secured by~~ the Partnership's accounts ~~indirect~~in ~~interest~~accordance inwith ~~BFP/JMB~~U.S. ~~JMB~~generally isaccepted ~~under~~accounting noprinciples ~~obligation~~("GAAP") ~~to make further advances~~ and ~~has the right~~ to ~~require repayment~~consolidate of the ~~Demand~~accounts ~~Note~~of 245 ~~together~~Park ~~with~~Holding ~~accrued~~as ~~and~~described ~~unpaid interest at any time~~above. ~~This~~Such ~~uncertainty~~GAAP and ~~the~~consolidation ~~fact~~adjustments ~~that~~are ~~the~~not ~~Partnership has~~recorded aon ~~net~~the ~~capital~~records ~~deficiency~~of ~~raise substantial doubt about~~ the Partnership~~'s ability to continue as a going concern~~. ~~No adjustments to these consolidated financial statements for this uncertainty have been made.~~

16The net gain or loss per limited partnership interest is based upon the number of limited partnership interests outstanding at the end of the period before giving affect for any interests abandoned during the year. Deficit capital accounts will remain through the duration of the Partnership. Upon termination of the Partnership, a net gain will be attributed to the General Partners and Limited Partners, with deficit capital positions, for financial reporting and Federal and state income tax purposes.

~~Table~~The preparation of financial ~~Contents~~statements in accordance with GAAP requires the Partnership to make estimates and assumptions that affect the reported or disclosed amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The Financial~~No ~~Accounting~~provision ~~Standards~~for ~~Board recently issued new accounting guidance on when and how an entity should apply the liquidation~~Federal ~~basis~~or ofstate ~~accounting.~~income ~~Under~~taxes ~~the~~has ~~new~~been ~~guidance,~~made ~~liquidation basis of accounting should only be used when liquidation is imminent,~~ as ~~defined in~~ the ~~guidance.~~liability ~~Liquidation~~for ~~basis~~such oftaxes ~~accounting~~is ~~requires an entity to measure its assets at the estimated amount of cash or other consideration~~ that ~~it expects to collect and its liabilities at the amount otherwise prescribed under U.S. GAAP. The Partnership has assessed the new guidance and concluded that the liquidation~~ of the ~~Partnership~~partners israther ~~not~~than ~~imminent, as defined in~~ the ~~guidance. The~~ Partnership ~~will continue to monitor whether liquidation is imminent and, thereby, evaluate whether liquidation basis of accounting is required~~.

~~Investment~~The Partnership's future liquidity and ability to continue as a going concern is dependent upon JMB for continued advances and the receipt of the cumulative annual preferred return on the Class J shares of BFP/JMB. JMB's advances, as well as consolidated balances from prior notes, are evidenced by a demand note (the "Demand Note"), dated December 1, 2004, which Demand Note is secured by the Partnership's indirect interest in ~~Unconsolidated~~BFP/JMB. ~~Venture~~JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time. This uncertainty and the fact that the Partnership has a net capital deficiency raise substantial doubt about the Partnership's ability to continue as a going concern. No adjustments to these consolidated financial statements for this uncertainty have been made.

In December 1983, the Partnership acquired an approximate 48.25% interest in 245 Park Avenue Company, a New York general partnership ("245 Park" or the "Joint Venture), which owned and operated a 46-story office building located at 245 Park Avenue, New York, New York. The Partnership was admitted to the Joint Venture through the purchase of one of the existing unaffiliated joint venture partner's interests for approximately $63,927,000. The unaffiliated venture partners (the "O&Y partners") were affiliates of Olympia & York Developments, Ltd. ("O&Y").17

~~As a result of the financial difficulties of the O&Y partners, in October 1995 each of the O&Y partners and certain other O&Y affiliates~~ (~~but~~table ~~not the Joint Venture) filed for bankruptcy protection from creditors under Chapter 11~~ of ~~the United States Bankruptcy Code. As a result of the plan of restructuring (the "Plan"~~contents), which became effective on November 21, 1996 ("Effective Date"), the Partnership received through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding") an approximate 5.4% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties, L.P. On December 31, 2002 (the "Redemption Date"), 245 Park Holding entered into a redemption agreement (the "Partial Redemption") by and among 245 Park Holding, BFP Property GP Corp. ("BFP, GP") and BFP, LP pursuant to which 245 Park Holding transferred and BFP, LP thereby redeemed approximately 90% of its approximate 5.4% interest (the "Redeemed Interest") in BFP, LP. 245 Park Holding's remaining interest in BFP, LP is approximately 0.5% thereof, represented by 567.375 Class A Units (the "Retained Interest"). The managing general partner of BFP, LP is not affiliated with the Partnership and, subject to the partnership agreement of BFP, LP has full authority to manage its affairs.

OnThe ~~December~~Financial Accounting ~~29,~~Standards ~~2014,~~Board ~~BFP,~~recently LPissued ~~transferred~~new ~~48.5%~~accounting ofguidance ~~the~~on ~~membership~~when ~~interests~~and inhow ~~BFP~~an ~~245~~entity ~~Park~~should Coapply the liquidation basis of accounting., Under ~~LLC~~the new guidance, ~~which~~liquidation ~~owns~~basis anof ~~indirect~~accounting ~~interest~~should only be used when liquidation is imminent, as defined in the guidance. ~~property~~Liquidation ~~commonly~~basis ~~known~~of asaccounting ~~245~~requires ~~Park~~an ~~Avenue,~~entity ~~New~~to ~~York,~~measure ~~NY,~~its toassets ~~BFP-JMB~~at ~~245,~~the ~~L.P.,~~estimated aamount ~~Delaware~~of ~~limited~~cash ~~partnership~~or ~~(“BFP/JMB”).~~other consideration ~~Immediately~~that ~~following~~it ~~such~~expects ~~transfer,~~to ~~245~~collect ~~Park~~and ~~Holdings’~~its ~~interest~~liabilities inat ~~BFP,~~the ~~LP,~~amount asotherwise ~~represented~~prescribed byunder ~~the~~U.S. ~~Class~~GAAP. AThe ~~Units~~Partnership inhas ~~BFP,~~assessed ~~LP,~~the ~~was~~new ~~redeemed~~guidance inand ~~exchange~~concluded ~~for~~that anthe ~~interest~~liquidation inof ~~BFP/JMB~~the ~~represented~~Partnership byis ~~Class~~not Jimminent, ~~shares~~as ofdefined ~~BFP/JMB~~in the guidance. ~~245~~The ~~Park~~Partnership will ~~Holding~~continue noto ~~longer~~monitor ~~holds any~~whether ~~interest~~liquidation inis ~~BFP~~imminent and, LPthereby, ~~and~~evaluate ~~its~~whether ~~primary~~liquidation ~~asset~~basis ~~now consists~~ of ~~its~~accounting ~~interest~~is ~~in BFP/JMB~~required.

~~Upon~~In ~~execution of~~February 2015, the ~~limited~~FASB issued ~~partnership~~ASU ~~agreement~~No. ~~of BFP/JMB~~2015-02, ~~BFP,~~Amendments LPto ~~made~~the aConsolidation ~~distribution~~Analysis. toThe ~~245~~ASU ~~Park~~changes ~~Holding~~the ofway ~~approximately~~reporting ~~$2.53~~entities ~~million, which~~evaluate inwhether ~~turn~~(a) they ~~distributed~~should ~~$2.5~~consolidate ~~million~~limited topartnerships ~~the~~and ~~Partnership~~similar ~~and~~entities, ~~$0.3~~(b) ~~million~~fees paid to ~~BFP,~~a ~~GP.~~decision ~~BFP,~~maker LPor ~~owns~~service ~~all~~provider ofare ~~the~~variable interests ~~common~~in ~~shares~~a variable interest entity (“VIE”), and ~~245~~ ~~Park~~(c) ~~Holding~~variable ~~owns~~interest ~~all~~in ofa ~~the~~VIE ~~Class~~held Jby ~~shares~~related parties of ~~BFP/JMB.~~the reporting ~~245~~entity ~~Park~~require ~~Holding~~the ~~has~~reporting ~~been~~entity ~~deemed~~ to ~~have~~consolidate ~~made~~the aVIE. ~~capital~~It ~~contribution and~~also ~~investment~~eliminates ~~for~~ the ~~Class~~VIE Jconsolidation ~~shares~~model ofbased ~~approximately~~on ~~$7.5~~a majority ~~million.~~exposure ~~The~~to ~~Class~~variability Jthat ~~shares~~applied ~~will~~to ~~accrue~~certain ainvestment ~~cumulative~~companies ~~annual~~and ~~preferred return~~similar ofentities. 5%This ~~which~~ASU ~~has~~is aeffective ~~preference~~for onpublic entities ~~any~~for ~~distributions~~annual byand ~~BFP/JMB~~interim toperiods ~~BFP,~~in LPfiscal ~~not~~years ~~attributable~~beginning toafter aDecember 15, ~~capital event~~2015. ~~The~~Early ~~unpaid preferred~~adoption ~~return~~is ~~and~~permitted, ~~unpaid~~including early ~~investment~~adoption ~~attributable~~in toan ~~the~~interim ~~Class~~period. JThe ~~shares~~Partnership ~~have~~has adetermined ~~preference~~that onthis ~~any~~ASU ~~distributions~~will byhave ~~BFP/JMB~~no ~~to BFP,~~effect LPon ~~attributable~~its toconsolidated afinancial statements ~~capital~~and ~~event~~related disclosures.

17In August 2014, the FASB issued ASU No. 2014-15. The amendments in this ASU provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in order to reduce diversity in the timing and content of footnote disclosure. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Partnership will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

~~Table~~Investment ofin ~~Contents~~Unconsolidated Venture

~~BFP,~~In LPDecember ~~can~~1983, ~~cause~~the ~~BFP/JMB~~Partnership toacquired ~~redeem~~an ~~all~~approximate or48.25% ~~any~~interest ~~portion~~in ~~of the Class J shares held by~~ 245 Park ~~Holding~~Avenue atCompany, ~~any time for~~ a ~~payment~~New ~~equal~~York togeneral ~~any cumulative~~partnership ~~unpaid~~("245 ~~preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus,~~Park" ~~during~~or the ~~initial~~"Joint ~~five years following the transaction~~Venture), anwhich ~~additional~~owned ~~payment~~and asoperated ~~follows: (i) with respect to~~ a ~~redemption~~46-story ~~prior to~~office ~~December~~building ~~29,~~located ~~2015,~~at ~~$6,565,657.00,~~245 ~~(ii)~~Park ~~with respect to a redemption on or following December 29~~Avenue, ~~2015~~New ~~and prior to December 29~~York, ~~2016,~~New ~~$5,252,523~~York.~~00,~~ The ~~(iii)~~Partnership ~~with~~was ~~respect~~admitted to athe ~~redemption~~Joint onVenture orthrough ~~following~~the ~~December~~purchase ~~29,~~of ~~2016~~one ~~and~~of ~~prior~~the toexisting ~~December~~unaffiliated ~~29,~~joint ~~2017,~~venture ~~$3,939,394.00,~~partner's ~~(iv)~~interests ~~with~~for ~~respect~~approximately ~~to a redemption on or following December 29, 2017 and prior to December 29, 2018,~~ $263,~~626~~927,~~263~~000.~~00,~~ ~~(v)~~The ~~with~~unaffiliated ~~respect to~~venture apartners ~~redemption~~(the on"O&Y orpartners") ~~following~~were ~~December~~affiliates ~~29,~~of Olympia ~~2018~~& ~~and~~York ~~prior to December 29~~Developments, ~~2019, $1,313,131~~Ltd.00 ~~and~~ (vi"O&Y") ~~with respect to a redemption on or following December 29, 2019, $0~~. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.

~~The~~As ~~transaction~~a result of the ~~described~~financial ~~above~~difficulties isof the O&Y partners, in October 1995 each of the O&Y partners and certain other O&Y affiliates (but not ~~expected~~the toJoint ~~result~~Venture) infiled ~~any~~for ~~material~~bankruptcy ~~tax~~protection ~~consequences~~from tocreditors under Chapter 11 of the ~~Partnership~~United States Bankruptcy Code. ~~The~~As ~~net~~a ~~proceeds~~result of the ~~$2.~~plan of restructuring (the "Plan"), which became effective on November 21, 1996 ("Effective Date"), the Partnership received through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding") an approximate 5.4% ~~million~~general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"), formerly known as World Financial ~~distribution~~Properties, toL.P. On December 31, 2002 (the ~~Partnership~~"Redemption ~~after~~Date"), ~~payment~~245 ofPark ~~expenses~~Holding ~~related~~entered tointo a redemption agreement (the "Partial ~~transaction~~Redemption") ~~were~~by ~~applied~~and among 245 Park Holding, BFP Property GP Corp. ("BFP, GP") and BFP, LP pursuant to ~~reduce~~which 245 Park Holding transferred and BFP, LP thereby redeemed approximately 90% of its approximate 5.4% interest (the ~~amount~~"Redeemed Interest") ~~outstanding~~in BFP, LP. As a result, 245 Park Holding's remaining interest in BFP, LP was approximately 0.5% thereof, represented onby 567.375 Class A Units (the ~~demand~~"Retained ~~note~~Interest"). ~~payable~~The managing general partner of BFP, LP was not affiliated with the Partnership and, subject to ~~JMB~~the ~~Realty~~partnership ~~Corporation~~agreement of BFP, LP had full authority to manage its affairs.

Persons who are interested in obtaining information concerning BFP, LP should be aware that Brookfield Office Properties, Inc. (“BOP”), formerly Brookfield Properties Corporation, filed periodic reports and other information, which included information about BFP, LP and its assets and operations, with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934. BOP’s filings with the SEC are available to the public through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system accessible through the SEC's web site at http://www.sec.gov. On June18 20, 2014, BOP became a private company and is no longer required to file with the SEC. This description is provided for informational purposes only. The Partnership does not prepare, and is not responsible for the preparation of, any of BOP’s reports or other information it filed with the SEC including, but not limited to, those concerning the business and financial results of BFP, LP. Those reports and other information are not intended to be incorporated by reference into this report on Form 10-K, and the Partnership has no responsibility for the accuracy of any information included in BOP’s reports or other information.

~~The Partnership's indirect interest in BFP/JMB was pledged as collateral for certain notes payable to JMB, of which one long-term note~~ (~~"Replacement~~table ~~Note 1") and one demand note (the "Demand Note") remained unpaid as~~ of January 1, 2006. Reference is made to Notes Payable to an Affiliate below. The security agreements for such notes required mandatory payment of principal and interest out of any net proceeds received upon the redemption, refinancing or other disposition of, or any distribution made with respect to, the Partnership's indirect interest in BFP, LP.contents)

~~The outstanding~~On ~~balance of the Demand Note at~~ December 31 29, 2014, ~~is $6~~BFP,~~664,871~~ ~~and~~LP ~~continues~~transferred ~~to accrue interest and be increased in principal amount by additional advances from JMB~~48.5% Itof ~~is unlikely that~~ the ~~Holders~~membership ofinterests ~~Interests~~in ~~ever~~BFP ~~will~~245 ~~receive~~Park ~~any significant distributions from the Partnership~~Co., ~~However~~LLC, itwhich isowns ~~expected~~an ~~that~~indirect ~~Holders~~interest ofin ~~Interests will be allocated a substantial amount of~~the ~~additional~~property ~~gain~~commonly ~~for~~known ~~Federal and state income tax purposes~~ as ~~a result of transactions which may occur over the remaining term of the Partnership. These transactions include (i) a sale or other disposition of the~~ 245 Park Avenue, ~~property;~~New ~~(ii)~~York, aNY, ~~sale~~to orBFP-JMB ~~other disposition~~245, ofL.P., ~~the~~a ~~Partnership's~~Delaware ~~indirect~~limited ~~interest~~partnership in (“BFP/JMB~~; or (iii~~”). Immediately afollowing ~~reduction~~such intransfer, ~~the indebtedness of the~~ 245 Park ~~Avenue property~~Holdings’ orinterest ~~other~~in ~~indebtedness~~BFP, ofLP, ~~the~~as ~~Partnership~~represented ~~for~~by ~~Federal and state income tax purposes. The amount of gain for Federal and state income tax purposes to be allocated to a Holder of Interests over~~ the ~~remaining~~Class ~~term~~A ofUnits ~~the~~in ~~Partnership is expected to be~~BFP, ~~at a minimum~~LP, ~~equal~~was toredeemed ~~all~~in orexchange ~~most~~for ofan ~~the~~interest ~~amount~~in ofBFP/JMB ~~such~~represented ~~Holder's~~by ~~deficit~~Class ~~capital~~J ~~account~~shares ~~for~~of ~~tax purposes~~BFP/JMB. ~~Such~~245 ~~gain~~Park ~~may~~Holding beno ~~offset by~~longer ~~suspended losses from prior years (if~~ holds any) ~~that~~interest ~~have~~in ~~been~~BFP, ~~allocated~~LP, toand ~~the~~its ~~Holder~~primary ofasset ~~Interests.~~now ~~The~~consists ~~actual tax liability~~ of ~~each~~ ~~Holder~~its ofinterest ~~Interests~~in ~~will depend on such Holder's own tax situation~~BFP/JMB.

18Upon execution of the limited partnership agreement of BFP/JMB, BFP, LP made a distribution to 245 Park Holding of approximately $2.53 million, which in turn distributed $2.5 million to the Partnership and $0.3 million to BFP, GP. BFP, LP owns all of the common shares and 245 Park Holding owns all of the Class J shares of BFP/JMB. 245 Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately $7.5 million. The Class J shares will accrue a cumulative annual preferred return of 5% which has a preference on any distributions by BFP/JMB to BFP, LP not attributable to a capital event. The unpaid preferred return and unpaid investment attributable to the Class J shares have a preference on any distributions by BFP/JMB to BFP, LP attributable to a capital event.

~~Table~~BFP, LP can cause BFP/JMB to redeem all or any portion of ~~Contents~~the Class J shares held by 245 Park Holding at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares, plus, during the initial five years following the transaction, an additional payment as follows: (i) with respect to a redemption prior to December 29, 2015, $6,565,657.00, (ii) with respect to a redemption on or following December 29, 2015 and prior to December 29, 2016, $5,252,523.00, (iii) with respect to a redemption on or following December 29, 2016 and prior to December 29, 2017, $3,939,394.00, (iv) with respect to a redemption on or following December 29, 2017 and prior to December 29, 2018, $2,626,263.00, (v) with respect to a redemption on or following December 29, 2018 and prior to December 29, 2019, $1,313,131.00 and (vi) with respect to a redemption on or following December 29, 2019, $0. At any time thereafter, 245 Park Holding can cause BFP/JMB to redeem all or any portion of the Class J shares at any time for a payment equal to any cumulative unpaid preferred return plus the proportionate remaining unpaid investment attributable to the Class J shares.

~~Notes~~The net proceeds ~~Payable~~of the $2.5 million distribution to anthe ~~Affiliate~~Partnership after payment of expenses related to the transaction were applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation.

~~Replacement~~Persons who are interested ~~Note~~in 1obtaining information concerning BFP, ~~which~~LP ~~was~~should ~~secured~~be byaware ~~the~~that ~~Partnership's~~Brookfield ~~indirect~~Office ~~interest~~Properties, inInc. (“BOP”), formerly Brookfield Properties Corporation, filed periodic reports and other information, which included information about BFP, LP and ~~was~~its assets ~~scheduled~~and tooperations, ~~mature~~with inthe ~~January~~U.S. ~~2006,~~Securities ~~was~~and ~~consolidated~~Exchange Commission ("SEC") pursuant to the Securities Exchange Act ~~into~~of 1934. BOP’s filings with the ~~Demand~~SEC ~~Note,~~are ~~effective~~available ~~January~~to 2the public through the SEC's Electronic Data Gathering, ~~2006.~~Analysis ~~Replacement~~and Retrieval ~~Note~~(EDGAR) 1system ~~accrued~~accessible ~~interest~~through the SEC's web site at 2%http://www.sec.gov. On ~~per~~June 20, ~~annum~~2014, BOP became a private company and is no longer required to file with ~~interest~~the ~~compounded~~SEC. This description is provided ~~annually~~for ~~and~~informational ~~included~~purposes inonly. ~~principal~~The Partnership does not prepare, and ~~had~~is anot ~~balance~~responsible offor $3the preparation of,~~962,194,~~ any of BOP’s reports or other information it filed with the SEC including, ~~$479~~but not limited to,~~910~~ those concerning the business and financial results of ~~accrued~~BFP, ~~interest~~LP. Those reports and other information are not intended to be incorporated by reference into this report on Form 10-K, and asthe Partnership has no responsibility for the accuracy of ~~January~~any 2,information ~~2006~~included in BOP’s reports or other information.

~~The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB which totaled $2,017,000 as of December~~19 31, 2014 ($160,000 of which was funded in 2014) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership was applied to the Demand Note on December 30, 2014. An additional payment of approximately $8,300 was made to the accrued interest on the Demand Note and additional cash advances totaling $90,000 were made by JMB under the Demand Note through March 11, 2015, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2014 of $6,664,871, accrues interest at prime plus 1 percent, 4.25% at December 31, 2014, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.

~~Accrued and unpaid interest due to an affiliate was $1,165,587~~ (oftable ~~which $376,339 was accrued for 2014) and $3,289,248 (~~of ~~which $354,080 was accrued for 2013~~contents) ~~as of December 31, 2014 and 2013, respectively.~~

The Partnership's ~~Agreement~~indirect interest in BFP/JMB was pledged as collateral for certain notes payable to JMB, of which one long-term note ("Replacement Note 1") and one demand note (the "Demand Note") remained unpaid as of January 1, 2006. Reference is made to Notes Payable to an Affiliate below. The security agreements for such notes required mandatory payment of principal and interest out of any net proceeds received upon the redemption, refinancing or other disposition of, or any distribution made with respect to, the Partnership's indirect interest in BFP, LP.

~~Pursuant~~The outstanding balance toof the ~~terms~~Demand ofNote ~~the~~at ~~Partnership~~December ~~Agreement~~31, ~~net~~2015 ~~profits~~is $6,827,065 and ~~losses~~continues ofto ~~the~~accrue ~~Partnership~~interest ~~from~~and ~~operations~~be ~~are~~increased ~~generally~~in ~~allocated~~principal ~~94%~~amount by toadditional ~~the~~advances ~~Holders~~from ~~and~~JMB. 6%Unless toBFP, ~~the~~LP ~~General~~exercises ~~Partners.~~its ~~Profits~~redemption ~~from~~rights ~~the~~discussed ~~sale~~above, orunder ~~other~~current ~~disposition~~circumstances, ofit ~~all~~is unlikely orthat ~~substantially~~the ~~all~~Holders of Interests ever will receive any significant distributions from the Partnership~~'s indirect~~. ~~interest~~However, init ~~BFP/JMB~~is orexpected that Holders of ~~all~~Interests orwill ~~substantially~~be ~~all~~allocated ofa ~~the~~substantial ~~245~~amount ~~Park~~of ~~Avenue~~additional ~~office~~gain ~~building~~for ~~will~~Federal beand ~~allocated~~state toincome ~~the~~tax ~~General~~purposes as ~~Partners~~a inresult anof ~~amount~~transactions ~~equal~~which tomay occur over the ~~greater~~remaining term of 1%the ofPartnership. ~~such~~These ~~profits~~transactions orinclude ~~any~~(i) ~~cash~~a ~~from~~sale ~~the~~or ~~proceeds~~other disposition of ~~such~~the 245 Park Avenue property; (ii) a sale or other disposition ~~distributed~~ toof the ~~General~~Partnership's ~~Partners,~~indirect ~~plus~~interest anin ~~additional~~BFP/JMB; or ~~amount~~(iii) a reduction in the indebtedness of ~~such~~the ~~profits~~245 toPark ~~eliminate~~Avenue ~~deficits,~~property ifor ~~any,~~other inindebtedness of the ~~General~~Partnership ~~Partners'~~for Federal and ~~capital~~state ~~accounts~~income tax purposes. The ~~remainder~~amount of ~~such~~gain ~~profits~~for ~~will~~Federal beand ~~allocated~~state toincome ~~the~~tax ~~Holders~~purposes ofto ~~Interest.~~be ~~All~~allocated ~~losses~~to ~~from~~a ~~the~~Holder ~~sale~~ of ~~all or~~Interests ~~substantially~~over ~~all~~the remaining term of the Partnership's ~~indirect~~is ~~interest~~expected into ~~BFP/JMB~~be, ~~will~~at bea ~~allocated~~minimum, ~~99%~~equal to ~~the~~all ~~Holders~~or ~~and~~most 1%of to the ~~General~~amount of such Holder's ~~Partners~~deficit capital account for tax purposes. ~~All~~Such ~~such~~gain ~~profits~~may orbe offset by suspended losses ~~will~~from beprior ~~allocated~~years ~~among~~(if ~~the~~any) ~~Holders~~that inhave ~~proportion~~been allocated to the ~~number~~Holder of Interests ~~held~~. ~~For~~The ~~Federal income~~actual tax ~~purposes,~~liability ~~all~~of ~~interest~~each ~~expense~~Holder ~~recognized~~of onInterests ~~the~~will ~~Demand~~depend ~~Note~~on issuch ~~allocated~~Holder's toown ~~a General Partner~~tax situation.

~~The General~~Notes ~~Partners~~Payable ~~are not required~~ to make any additional capital contributions except under certain limited circumstances upon dissolution and termination of the Partnership. Distributions of "Distributable Cash" (as defined) of the Partnership generally will be made 94% to the Holders of Interest and 6% to the General Partners. Distributions of "Sale Proceeds" or "Financing Proceeds" (as defined) will be made first to the Holders in an amount equal to their contributed capital, next to the General Partners in an amount equal to their capital contributions, and the balance 70% to the Holders and 30% to the General Partners. Distributions would be made to the General Partners and Holders of Interests generally only after the satisfaction of all Partnership liabilities, including, but not limited to, the Demand Note.Affiliate

19Replacement Note 1, which was secured by the Partnership's indirect interest in BFP, LP and was scheduled to mature in January 2006, was consolidated into the Demand Note, effective January 2, 2006. Replacement Note 1 accrued interest at 2% per annum, with interest compounded annually and included in principal, and had a balance of $3,962,194, including $479,910 of accrued interest, as of January 2, 2006.

~~Table~~The operations of the ~~Contents~~Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of December 31, 2015 ($90,000 of which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $3,300 was made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2015 of $6,827,065 accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.

~~Transactions~~Accrued and unpaid ~~with~~interest ~~Affiliates~~due to an affiliate was $1,237,781 (of which $72,194 was accrued for 2015) and $1,165,587 (of which $376,339 was accrued for 2014) as of December 31, 2015 and 2014, respectively.

The Partnership, pursuant to the Partnership Agreement, is permitted to engage in various transactions involving JMB Park Avenue, Inc., the Corporate General Partner, and its affiliates including the reimbursement for salaries and salary-related expenses of its employees, certain of its officers, and other direct expenses relating to the administration of the Partnership and the operation of the Partnership's real property investments. Fees, commissions and other expenses required to be paid by the Partnership to the General Partners and their affiliates as of and for the years ended December 31, 2014, 2013 and 2012 are as follows:20

	2014		2013	2012	Unpaid at December 31, 2014
Reimbursement (at cost) for financial reporting services	$	31,041	29,987	28,305	2,601
Reimbursement (at cost) for legal services		0	1,332	3,038	0
	$	31,041	31,319	31,343	2,601

(table of contents)

~~Any reimbursable~~Partnership ~~amounts~~Agreement ~~currently payable to the General Partners and its affiliates do not bear interest.~~

~~Reference~~Pursuant to the terms isof ~~made~~the Partnership Agreement, net profits and losses of the Partnership from operations are generally allocated 94% to the ~~Notes,~~Holders and ~~"Investment~~6% to the General Partners. Profits from the sale or other disposition of all or substantially all of the Partnership's indirect interest in ~~Unconsolidated~~BFP/JMB ~~Venture"~~or ~~and~~of ~~"Notes~~all ~~Payable~~or substantially all of the 245 Park Avenue office building will be allocated to the General Partners in an ~~Affiliate"~~amount equal to the greater of 1% of such profits or any cash from the proceeds of such sale or other disposition distributed ~~above~~to ~~for~~the aGeneral ~~discussion~~Partners, plus an additional amount of ~~certain~~such ~~loans~~profits ~~and~~to ~~notes~~eliminate ~~payable~~deficits, byif any, in the ~~Partnership~~General Partners' capital accounts. The remainder of such profits will be allocated to the Holders of Interest. All losses from the sale of all or substantially all of the Partnership's indirect interest in BFP/JMB will be allocated 99% to the Holders and ~~related~~1% ~~collateral~~to the General Partners. All such profits or losses will be allocated among the Holders in proportion to the number of Interests held. byFor ~~JMB~~Federal income tax purposes, all interest expense recognized on the Demand Note is allocated to a General Partner.

~~Supplementary~~The General Partners ~~Quarterly~~are ~~Data~~not required to make any additional capital contributions except under certain limited circumstances upon dissolution and termination of the Partnership. Distributions of "Distributable Cash" (~~Unaudited~~as defined) of the Partnership generally will be made 94% to the Holders of Interest and 6% to the General Partners. Distributions of "Sale Proceeds" or "Financing Proceeds" (as defined) will be made first to the Holders in an amount equal to their contributed capital, next to the General Partners in an amount equal to their capital contributions, and the balance 70% to the Holders and 30% to the General Partners. Distributions would be made to the General Partners and Holders of Interests generally only after the satisfaction of all Partnership liabilities, including, but not limited to, the Demand Note.

	2014
	At 3/31		At 6/30	At 9/30	At 12/31
Total income	$	--	--	--	2,500,000
Net income (loss)	$	(154,490)	(122,583)	(123,421)	2,292,148
Net income (loss) per limited partnership interest	$	(159)	(126)	(126)	2,354

Transactions with Affiliates

	2013
	At 3/31		At 6/30	At 9/30	At 12/31
Total income	$	--	--	--	--
Net loss	$	(172,728)	(114,006)	(119,927)	(135,572)
Net loss per limited partnership interest	$	(177)	(116)	(122)	(137)

	2015		2014	2013	Unpaid at December 31, 2015
Reimbursement (at cost) for financial reporting services	$	31,214	31,041	29,987	5,202
Reimbursement (at cost) for legal services		--	--	1,332	--
	$	31,214	31,041	31,319	5,202

~~Table~~Any ofreimbursable ~~Contents~~amounts currently payable to the General Partners and its affiliates do not bear interest.

~~Item~~Reference is made ~~9. Changes~~to Inthe Notes, "Investment in Unconsolidated Venture" and ~~Disagreements~~"Notes ~~With~~Payable ~~Accountants~~to onan ~~Accounting~~Affiliate" above for a discussion of certain loans and ~~Financial~~notes ~~Disclosure~~payable by the Partnership to JMB and related collateral held by JMB.

~~There were no changes in, or disagreements with, accountants during 2014, 2013 and 2012.~~21

~~Item 9A.~~(table ~~Controls~~of ~~and Procedures~~contents)

~~Evaluation of~~Supplementary ~~Disclosure~~Quarterly ~~Controls~~Data ~~and Procedures~~(Unaudited)

The principal executive officer and the principal financial officer of the Partnership have evaluated the effectiveness of the Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and the principal financial officer have concluded that the Partnership's disclosure controls and procedures were effective.

	2015
	At 3/31		At 6/30	At 9/30	At 12/31
Total income	$	94,637	94,242	94,325	94,315

Net income (loss)	$	(43,316)	693	3,628	(12,753)

Net income (loss) per limited partnership interest	$	(45)	1	4	(14)

Management’s Report on Internal Control Over Financial Reporting

	2014
	At 3/31		At 6/30	At 9/30	At 12/31
Total income	$	--	--	--	2,500,000

Net income (loss)	$	(154,490)	(122,583)	(123,421)	2,292,148

Net income (loss) per limited partnership interest	$	(159)	(126)	(126)	2,354

The Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management including the principal executive officer and the principal financial officer management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.22

~~Because~~ (table of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurances with respect to financial statement preparation and presentation.contents)

~~Based on~~Item ~~the~~9. ~~Partnership's~~Changes ~~evaluation~~In ~~under~~and ~~the~~Disagreements ~~framework~~With inAccountants ~~Internal~~on ~~Control~~Accounting -and ~~Integrated~~Financial ~~Framework (1992), management concluded that its internal control over financial reporting was effective as of December 31, 2014.~~Disclosure

~~Changes~~There were no changes in, ~~Internal~~or ~~Control~~disagreements ~~over~~with, ~~Financial~~accountants ~~Reporting~~during 2015, 2014 and 2013.

~~There were~~Item no9A. ~~significant~~Controls ~~changes~~and to our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Securities Exchange Act of 1934) during the three months ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Procedures

21Evaluation of Disclosure Controls and Procedures

~~Table~~The principal executive officer and the principal financial officer of ~~Contents~~the Partnership have evaluated the effectiveness of the Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and the principal financial officer have concluded that the Partnership's disclosure controls and procedures were effective.

~~Part~~Management’s Report on Internal ~~III~~Control Over Financial Reporting

~~Item~~The Partnership's 10management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. ~~Directors~~Under the supervision and ~~Executive~~with ~~Officers~~the participation of management including the ~~Registrant~~principal executive officer and the principal financial officer management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

~~The Corporate~~Because ~~General Partner~~ of ~~the~~its ~~Partnership, JMB Park Avenue, Inc., an Illinois corporation, is a wholly-owned subsidiary of JMB~~inherent ~~Investment Holdings - I~~limitations, ~~Inc.,~~internal acontrol ~~Delaware~~over ~~corporation.~~financial ~~All~~reporting ofmay ~~the~~not ~~outstanding~~prevent ~~shares~~or ofdetect ~~stock of JMB Investment Holdings - I, Inc~~misstatements. ~~are~~ ~~owned~~Therefore, ~~indirectly,~~even bythose ~~JMB~~systems ~~Realty Corporation, a Delaware corporation ("JMB") in the business of real estate investment.~~determined Substantially all of the shares of JMB are owned, directly or indirectly, by certain of its current and former officers and directors, members of their families and their affiliates. The Corporate General Partner has responsibility for all aspects of the Partnership's operations, subject to ~~the requirement that the sale of all or substantially all of the Partnership's indirect interest in BFP/JMB, unless required by the terms of the BFP/JMB venture agreement, must~~ be ~~approved~~effective bycan ~~the~~only ~~Associate~~provide ~~General~~reasonable ~~Partner~~assurances ~~of the Partnership, Park Associates, L.P., an Illinois limited partnership~~ with ~~JMB~~respect ~~Park~~to ~~Avenue,~~financial ~~Inc.~~statement aspreparation ~~the sole general partner. The limited partners of the Associate General Partner are generally JMB, current or former officers~~ and ~~directors of JMB, their affiliates and current or former officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated~~presentation.

~~The Partnership~~Based is subject to certain conflicts of interest arising out of its relationships with the General Partners and their affiliates as well as the fact that affiliates of the General Partners are engaged in a range of real estate activities. Certain services have been and may in the future be provided to the Partnership by affiliates of the General Partners, including administrative services. In general, such services are to be provided on ~~terms no less favorable to~~ the Partnership ~~than could be obtained from~~'s ~~independent~~evaluation ~~third~~under ~~parties and are otherwise subject to conditions and restrictions contained in~~ the ~~Partnership~~framework ~~Agreement. The Partnership Agreement permits the General Partners and their affiliates to provide services to, and otherwise deal and do business with, persons who may be engaged~~ in ~~transactions~~Internal ~~with~~Control ~~the~~- ~~Partnership,~~Integrated ~~and~~Framework ~~permits the Partnership to borrow from~~(2013), ~~purchase~~management ~~goods and~~concluded ~~services~~that ~~from, and otherwise to do business with, persons doing business with the General Partners or their affiliates. The General Partners and their affiliates may be in competition with the Partnership or~~ its ~~investment~~internal ~~properties under certain circumstances,~~control ~~including~~over ~~for~~financial ~~tenants~~reporting ~~for~~was ~~properties~~effective ~~and/or~~as ~~for the sale~~ of properties. Because the timing and amount of cash distributions and profits and losses of the Partnership may be affected by various determinations by the General Partners under the Partnership AgreementDecember 31, ~~including~~ the establishment and maintenance of reasonable reserves, the timing of expenditures and the allocation of certain tax items under the Partnership Agreement, the General Partners may have a conflict of interest with respect to such determinations2015. The General Partners and their affiliates may also have a conflict of interest with respect to matters relating to the remaining JMB Demand Note, including, among other things, the enforcement of repayment of that note and the remedies available to JMB in the event of a default under that note, as well as with respect to matters concerning whether to continue to advance funds to the Partnership to permit it to pay its expenses. Reference is made to the discussions under "Investment in Unconsolidated Venture" and "Notes Payable to an Affiliate" in the Notes for further information concerning the term loan and demand note.

22Changes in Internal Control over Financial Reporting

~~Table~~There were no significant changes to our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of ~~Contents~~the Securities Exchange Act of 1934) during the three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The names, current positions and length of service therein of the director and executive officers of the Corporate General Partner of the Partnership are as follows:~~23

Name	Office	Served in Office Since
Gary Nickele	Vice President	12/18/90
Patrick J. Meara	President and Director	12/22/00
H. Rigel Barber	Vice President	03/26/84
Gailen J. Hull	Vice President	03/26/84

(table of contents)

~~There is~~Part no family relationship among any of the foregoing director or officers. The foregoing director has been elected to serve a term until the annual meeting of the Corporate General Partner to be held on August 11, 2015. All of the foregoing officers have been elected to serve terms until the first meeting of the Board of Directors held after the annual meeting of the Corporate General Partner held on August 12, 2014. There are no arrangements or understandings between or among any of said director or officers and any other person pursuant to which any director or officer was elected as such.III

~~The foregoing~~Item ~~director~~10. ~~and~~Directors ~~officers are also officers~~ and~~/or~~ ~~directors~~Executive Officers of ~~JMB~~the ~~and various companies affiliated with JMB.~~Registrant

The Corporate General Partner of the Partnership, JMB Park Avenue, Inc., an Illinois corporation, is a wholly-owned subsidiary of JMB Investment Holdings - I, Inc., a Delaware corporation. All of the outstanding shares of stock of JMB Investment Holdings - I, Inc. are owned, indirectly, by JMB Realty Corporation, a Delaware corporation ("JMB") in the business ~~experience~~of ~~during~~real estate investment. Substantially all of the ~~past~~shares ~~five~~of ~~years~~JMB are owned, directly or indirectly, by certain of ~~each~~its ~~such~~current ~~director~~and former officers and ~~officer~~directors, members of their ~~the~~families and their affiliates. The Corporate General Partner has responsibility for all aspects of the Partnership's operations, ~~includes~~subject to the ~~following:~~requirement that the sale of all or substantially all of the Partnership's indirect interest in BFP/JMB, unless required by the terms of the BFP/JMB venture agreement, must be approved by the Associate General Partner of the Partnership, Park Associates, L.P., an Illinois limited partnership with JMB Park Avenue, Inc. as the sole general partner. The limited partners of the Associate General Partner are generally JMB, current or former officers and directors of JMB, their affiliates and current or former officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

~~Gary~~The Partnership is ~~Nickele~~subject ~~(age~~to ~~62)~~certain isconflicts ~~Executive~~of ~~Vice~~interest ~~President~~arising out of its relationships with the General Partners and their affiliates as well as the fact that affiliates of the General ~~Counsel~~Partners are engaged in a range of ~~JMB~~real ~~and~~estate anactivities. ~~officer~~Certain services have been and~~/or~~ ~~director~~may ofin ~~various~~the ~~JMB~~future be provided to the Partnership by affiliates of the General Partners, including administrative services. MrIn general, such services are to be provided on terms no less favorable to the Partnership than could be obtained from independent third parties and are otherwise subject to conditions and restrictions contained in the Partnership Agreement. ~~Nickele~~The ~~has~~Partnership Agreement ~~been~~permits ~~associated~~the General Partners and their affiliates to provide services to, and otherwise deal and do business with, ~~JMB~~persons who ~~since~~may ~~February~~be ~~1984~~engaged in transactions with the Partnership, and permits the Partnership to borrow from, purchase goods and services from, and otherwise to do business with, persons doing business with the General Partners or their affiliates. HeThe ~~holds~~General aPartners and Jtheir affiliates may be in competition with the Partnership or its investment properties under certain circumstances, including for tenants for properties and/or for the sale of properties.D. ~~degree~~Because ~~from~~the timing and amount of cash distributions and profits and losses of the ~~University~~Partnership may be affected by various determinations by the General Partners under the Partnership Agreement, including the establishment and maintenance of ~~Michigan~~reasonable ~~Law~~reserves, ~~School~~the timing of expenditures and the allocation of certain tax items under the Partnership Agreement, the General Partners may have a conflict of interest with respect to such determinations. The General Partners and istheir affiliates may also have a ~~member~~conflict of interest with respect to matters relating to the ~~Bar~~remaining JMB Demand Note, including, among other things, the enforcement of repayment of that note and the ~~State~~remedies available to JMB in the event of a ~~Illinois~~default under that note, as well as with respect to matters concerning whether to continue to advance funds to the Partnership to permit it to pay its expenses. Reference is made to the discussions under "Investment in Unconsolidated Venture" and "Notes Payable to an Affiliate" in the Notes for further information concerning the term loan and demand note.

Patrick J. Meara (age 52) has been a Senior Vice President of JMB since January 1997. Prior to becoming President and Director of the Corporate General Partner, Mr. Meara was a Vice President of the Corporate General Partner from August 8, 2000 to December 22, 2000. He is also an officer and/or director of various other JMB affiliates. He has been associated with JMB, JMB Institutional Realty Corporation or their affiliates since 1987. Mr. Meara is a Certified Public Accountant.24

~~H. Rigel Barber~~ (~~age~~table ~~66) is Executive Vice President and Chief Executive Officer~~ of ~~JMB and an officer of various JMB affiliates. Mr.~~contents) ~~Barber has been associated with JMB since March, 1982. He holds a J.D. degree from the Northwestern Law School and is a member of the Bar of the State of Illinois.~~

~~Gailen J.~~The ~~Hull (age 66)~~names, incurrent positions ~~addition~~and tolength ~~being a Vice President~~ of ~~JMB~~service ~~Park~~therein ~~Avenue, Inc., has acted as the Chief Financial Officer~~ of the ~~Partnership~~ ~~since~~director ~~August 2002. He also is Senior Vice President~~ and, ~~since~~executive ~~August~~officers ~~2002, Chief Financial Officer~~ of ~~JMB~~the ~~and~~Corporate anGeneral ~~officer~~ Partner of ~~various~~the ~~JMB affiliates. Mr. Hull has been associated with JMB since March, 1982. He holds a Masters degree in Business Administration~~Partnership ~~from~~are ~~Northern~~as ~~Illinois University and is a Certified Public Accountant.~~follows:

The Partnership is a limited partnership organized under the laws of the State of Illinois, and the rights of its partners and Holders of Interests are governed by its Partnership Agreement. Moreover, the Interests are not publicly traded. In view of these facts, as well as the limited business activity of the Partnership, the Corporate General Partner has determined that it is not necessary for the Partnership to have either an "audit committee financial expert" or a "code of ethics" as those terms are defined in the rules and regulations of the Securities and Exchange Commission.

Name	Office	Served in Office Since
Gary Nickele	Vice President	12/18/90
Patrick J. Meara	President and Director	12/22/00
H. Rigel Barber	Vice President	03/26/84
Gailen J. Hull	Vice President	03/26/84

23There is no family relationship among any of the foregoing director or officers. The foregoing director has been elected to serve a term until the annual meeting of the Corporate General Partner to be held on August 9, 2016. All of the foregoing officers have been elected to serve terms until the first meeting of the Board of Directors held after the annual meeting of the Corporate General Partner held on August 11, 2015. There are no arrangements or understandings between or among any of said director or officers and any other person pursuant to which any director or officer was elected as such.

~~Table~~The foregoing director and officers are also officers and/or directors of ~~Contents~~JMB and various companies affiliated with JMB.

~~Item~~The business experience ~~11.~~during ~~Executive~~the ~~Compensation~~past five years of each such director and officer of the Corporate General Partner of the Partnership includes the following:

~~The officers~~Gary ~~and~~Nickele ~~the~~(age 63) ~~director~~is ofExecutive ~~the~~Vice ~~Corporate~~President ~~General~~and ~~Partner receive no direct remuneration in such capacities from the Partnership. The~~ General ~~Partners~~Counsel ~~are entitled to receive a share~~ of ~~cash~~JMB ~~distributions, when~~ and asan ~~cash~~officer ~~distributions are made to the Holders of Interests,~~ and/or adirector ~~share~~ of ~~profits~~various orJMB ~~losses~~affiliates. asMr. ~~described~~Nickele has ~~under~~been ~~the~~associated ~~section~~with ~~entitled~~JMB ~~"Partnership~~since ~~Agreement" in~~February ~~the Notes~~1984. NoHe ~~such~~holds ~~cash~~a ~~distributions~~J.D. ~~were~~degree ~~paid~~from to the ~~General~~University ~~Partners~~of inMichigan ~~2014.~~Law ~~The~~School ~~General~~and ~~Partners~~is ~~are~~a ~~expected~~member of tothe beBar ~~allocated losses~~of ~~for~~the ~~tax~~State ~~purposes~~of ~~in 2014~~Illinois.

~~Item 12~~Patrick J. ~~Security~~ ~~Ownership~~Meara (age 53) has been a Senior Vice President of ~~Certain~~JMB ~~Beneficial~~since ~~Owners~~January 1997. Prior to becoming President and ~~Management~~Director of the Corporate General Partner, Mr. Meara was a Vice President of the Corporate General Partner from August 8, 2000 to December 22, 2000. He is also an officer and/or ~~Related~~director of various other JMB affiliates. He has been associated with JMB, JMB Institutional Realty Corporation ~~Security~~or ~~Holder~~their ~~Matters~~affiliates since 1987. Mr. Meara is a Certified Public Accountant.

H. Rigel Barber (~~a) No~~age ~~person~~67) oris ~~group~~Executive isVice ~~known~~President byand ~~the~~Chief ~~Partnership~~Executive toOfficer ~~own~~of ~~beneficially~~JMB ~~more~~and ~~than~~an 5%officer of various JMB affiliates. Mr. Barber has been associated with JMB since March, 1982. He holds a J.D. degree from the ~~outstanding~~Northwestern ~~Interests~~Law School and is a member of the ~~Partnership~~Bar of the State of Illinois.

Gailen J. Hull (~~b) The~~age ~~Corporate~~67), ~~General~~in ~~Partner,~~addition ~~its~~to ~~executive~~being ~~officers~~a ~~and~~Vice ~~director~~President ~~and~~of ~~the~~JMB ~~Associate~~Park ~~General~~Avenue, ~~Partner~~Inc., ~~beneficially~~has ~~own~~acted as the ~~following Interests~~Chief Financial Officer of the Partnership since August 2002. He also is Senior Vice President and, since August 2002, Chief Financial Officer of JMB and an officer of various JMB affiliates. Mr. Hull has been associated with JMB since March, 1982. He holds a Masters degree in Business Administration from Northern Illinois University and is a Certified Public Accountant.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Limited Partnership Interests	Corporate General Partner, its executive officers and director and the Associate General Partner as a group	0.5 Interests (1)	less than 1%

~~(1) Includes 0.5 Interest owned by an executive officer for which he has sole investment and voting power.~~25

~~No executive~~(table ~~officer or director~~ of ~~the Corporate General Partner of the Partnership possesses a right to acquire beneficial ownership of Interests of the Partnership.~~contents)

~~Reference is made to~~ Item 1011. ~~for~~Executive ~~information concerning ownership of the Corporate General Partner.~~Compensation

~~(c) There~~The officers and the ~~exists~~director of the Corporate General Partner receive no ~~arrangement,~~direct ~~known~~remuneration toin such capacities from the Partnership. The General Partners are entitled to receive a share of cash distributions, when and as cash distributions are made to the ~~operation~~Holders of ~~which~~Interests, ~~may~~and a atshare aof ~~subsequent~~profits ~~date~~or ~~result~~losses inas adescribed ~~change~~under the section entitled "Partnership Agreement" in ~~control~~the Notes. No ofsuch cash distributions were paid to the ~~Partnership~~General Partners in 2015. The General Partners are expected to be allocated losses for tax purposes in 2015.

~~(d) The Partnership~~Item ~~has~~12. noSecurity ~~compensation~~Ownership ~~plans~~of orCertain ~~individual~~Beneficial ~~compensation~~Owners ~~arrangements~~and ~~under~~Management ~~which~~and ~~equity~~Related ~~securities~~Security ofHolder ~~the Partnership are authorized for issuance to any person.~~Matters

24(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Interests of the Partnership.

~~Table~~(b) The Corporate General Partner, its executive officers and director and the Associate General Partner beneficially own the following Interests of ~~Contents~~the Partnership.

Item 13. Certain Relationships and Related Transactions

Title of Class

Name of

Beneficial Owner

Amount and

Nature of

Beneficial

Ownership

Percent

of Class

Limited Partnership Interests

Corporate General Partner, its

executive officers and director

and the Associate General

Partner as a group

0.5 Interests ⁽¹⁾

less than 1%

~~Pursuant~~(1) Includes ~~to the Partnership Agreement, the Partnership is permitted to engage in various transactions involving affiliates of the Corporate General Partner of the Partnership~~0.5 ~~Such~~Interest ~~transactions~~owned ~~may~~by ~~involve~~an ~~conflicts~~executive ofofficer ~~interest~~ for ~~the~~which ~~General~~he ~~Partners~~has orsole ~~their~~investment ~~affiliates, including, among others, those discussed in Item 10 above. Various relationships of the Partnership to the Corporate General Partner (~~and ~~its~~voting ~~director and executive officers) and its affiliates are also set forth above in Item 10~~power.

~~The General~~No ~~Partners~~executive ~~of the Partnership~~ officer or ~~their~~director ~~affiliates may be reimbursed for their direct expenses and out-~~of~~-pocket~~ ~~expenses relating~~the toCorporate ~~the~~General ~~administration~~Partner of the Partnership ~~and~~possesses ~~operation~~a ofright ~~the~~to ~~Partnership's~~acquire ~~real~~beneficial ~~property~~ownership ~~investments.~~of ~~There were no such~~Interests ~~reimbursable~~of ~~expenses~~the ~~in 2014~~Partnership.

~~The General~~Reference ~~Partners~~is ~~and their affiliates are entitled to reimbursements of salary and salary related expenses for legal, accounting~~made ~~and certain other services. Such reimbursements will not exceed the lesser of the actual cost of such services or the amount which the Partnership would be required~~ to ~~pay~~Item ~~independent~~10 ~~parties~~ for ~~comparable~~information ~~services.~~concerning ~~Affiliates~~ownership of the Corporate General ~~Partners were entitled to reimbursements for such expenses in the amount of $31,041 and $31,319 in 2014 and 2013 respectively, of which $2,601 was payable at December 31, 2014~~Partner.

~~Replacement Note~~(c) There 1,exists ~~which~~no ~~was~~arrangement, known ~~secured~~to by the Partnership~~'s indirect interest in BFP~~, ~~LP and was scheduled to mature in January 2006, was consolidated into~~ the ~~Demand~~operation ~~Note,~~of ~~effective~~which ~~January 2,~~may ~~2006. Replacement Note 1 accrued interest~~ at 2%a ~~per~~subsequent ~~annum,~~date ~~with~~result ~~interest compounded annually and included~~ in ~~principal, and had~~ a ~~balance~~change ofin ~~$3,962,194,~~control ~~including $479,910~~ of ~~accrued~~the ~~interest, as of January 2, 2006~~Partnership.

~~The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB which totaled $2,017,000 as of December 31, 2014~~ (~~$160,000 of which was funded in 2014~~d) ~~and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note.~~ The ~~net proceeds of the $2,500,000 distribution to the~~ Partnership ~~were~~has ~~applied~~no ~~to the accrued interest~~compensation onplans ~~the~~or ~~Demand~~individual ~~Note~~compensation onarrangements ~~December 30, 2014. An additional payment of approximately $8,300 was made to the Demand Note and additional cash advances totaling $90,000 were made by JMB~~ under ~~the Demand Note through March 11, 2015, the date this report was filed. The Demand Note,~~ which ~~had~~equity ansecurities ~~outstanding balance~~ of unpaid principal and accrued interest at December 31, 2014 of $6,664,871, accrues interest at prime plus 1 percent, 4.25% at December 31, 2014, with interest compounded quarterly and included in principal, and is secured by the Partnership's ~~interest~~are inauthorized ~~BFP/JMB.~~for ~~JMB~~issuance ~~is under no obligation~~ to ~~make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at~~ any ~~time~~ person.

2526

~~Table~~(table of ~~Contents~~contents)

~~The~~Pursuant to the Partnership Agreement, the Partnership ~~has~~is ~~not~~permitted ~~adopted~~to ~~any~~engage ~~pre-approval~~in ~~policies~~various ~~and~~transactions ~~procedures~~involving affiliates of the Corporate General Partner of the Partnership. ~~All~~Such ~~audit~~transactions ~~and~~may ~~permitted~~involve ~~non-audit~~conflicts ~~services~~of ~~are~~interest ~~approved~~for by the ~~sole~~General ~~director~~Partners or their affiliates, including, among others, those discussed in Item 10 above. Various relationships of the Partnership to the Corporate General Partner of(and its ~~the~~director ~~Partnership~~and ~~before~~executive ~~the~~officers) ~~service~~and isits ~~undertaken~~affiliates are also set forth above in Item 10.

The General Partners ~~aggregate~~of ~~fees~~the ~~billed~~Partnership ~~for~~or ~~professional~~their ~~services~~affiliates bymay ~~KPMG~~be ~~LLP~~reimbursed for ~~2014~~their direct expenses and ~~2013~~out-of-pocket ~~for~~expenses ~~these~~relating ~~various~~to ~~services~~the administration of the Partnership and operation of the Partnership's real property investments. There were: no such reimbursable expenses in 2015.

	2014		2013
Type of Fees
Audit Fees	$	57,690	69,000
Tax Fees		34,700	33,050
	$	92,390	102,050

The General Partners and their affiliates are entitled to reimbursements of salary and salary related expenses for legal, accounting and certain other services. Such reimbursements will not exceed the lesser of the actual cost of such services or the amount which the Partnership would be required to pay independent parties for comparable services. Affiliates of the General Partners were entitled to reimbursements for such expenses in the amount of $31,214 and $31,041 in 2015 and 2014 respectively, of which $5,202 was payable at December 31, 2015.

~~In the~~Replacement ~~above~~Note ~~table~~1, which inwas ~~accordance~~secured ~~with~~by the ~~SEC’~~Partnership's ~~definitions~~indirect ~~and~~interest ~~rules~~in BFP, ~~“audit~~LP ~~fees”~~and ~~are~~was ~~fees~~scheduled ~~KPMG~~to ~~LLP~~mature ~~invoiced the~~in ~~Partnership~~January ~~for~~2006, ~~professional~~was ~~services~~consolidated into ~~for~~ the ~~audit~~Demand ofNote, ~~the~~effective ~~Partnership’s~~January 2, ~~consolidated~~2006. ~~financial~~Replacement ~~statements~~Note ~~included~~1 ~~in Form~~accrued ~~10-K~~interest ~~and~~at ~~review~~2% ofper ~~consolidated financial statements included in Form 10-Qs~~annum, ~~and~~with ~~for~~interest ~~services that are normally provided~~compounded byannually ~~the~~and ~~accountant~~included in ~~connection~~principal, ~~with statutory~~ and ~~regulatory~~had ~~filings~~a orbalance ~~engagements;~~of ~~“tax~~$3,962,194, ~~fees”~~including ~~are~~$479,910 ~~fees~~of ~~for~~accrued ~~tax compliance~~interest, ~~tax~~ ~~advice~~as ~~and~~of ~~tax planning~~January 2, 2006.

26The operations of the Partnership since 2005 have been funded entirely by cash advances from JMB, which have been offset more recently with receipts from the annual preferred return. Since 2005, such advances have totaled $2,107,000 as of December 31, 2015 ($90,000 of which was funded in 2015) and which, together with the amount owed and rolled over from Replacement Note 1, are evidenced by the Demand Note. The net proceeds of the $2,500,000 distribution to the Partnership were applied to the accrued interest on the Demand Note on December 30, 2014. The Partnership made payments in the amount of $217,433 to the accrued interest during the year ended December 31, 2015. An additional payment of approximately $3,300 was made to the accrued interest on the Demand Note and no additional cash advances were made by JMB under the Demand Note through March 16, 2016, the date this report was filed. The Demand Note, which had an outstanding balance of unpaid principal and accrued interest at December 31, 2015 of $6,827,065 accrues interest at prime plus 1 percent, 4.50% at December 31, 2015, with interest compounded quarterly and included in principal, and is secured by the Partnership's interest in BFP/JMB. JMB is under no obligation to make further advances and has the right to require repayment of the Demand Note together with accrued and unpaid interest at any time.

~~Table of Contents~~27

~~PART IV~~(table of contents)

Item 15 14. ~~Exhibits,~~Principal ~~Financial~~Accountant ~~Statement~~Fees ~~Schedules,~~ and ~~Reports on Form 8-K~~Services

~~(a)~~ The Partnership has ~~following~~not ~~documents~~adopted any pre-approval policies and procedures. All audit and permitted non-audit services are ~~filed~~approved asby ~~part~~the sole director of ~~this~~the ~~report~~Corporate General Partner of the Partnership before the service is undertaken.

(1)	Financial Statements (See Index to Financial Statements and Supplementary Data filed with this report).
(2)	Exhibits.
	3-A.	Amended and Restated Agreement of Limited Partnership of the Partnership is hereby incorporated by reference to Exhibit 3-A to the Partnership’s Report for June 30, 2002 on Form 10-Q (File No. 0-13545) dated August 21, 2002.
	3-B.	Amendment to the Amended and Restated Agreement of Limited Partnership of JMB/245 Park Avenue Associates, Ltd. By and between JMB Park Avenue, Inc. and Park Associates, L.P. dated January 1, 1994 is hereby incorporated by reference to Exhibit 3-B to the Partnership’s Form 10-Q Report for March 31, 1995 (File No. 0-13545) filed May 11, 1995.
	4-A.	Security Agreement, dated May 7, 2001, by JMB/245 Park Avenue Associates, Ltd. In favor of JMB Realty Corporation is hereby incorporated herein by reference to the Partnership’s Report for September 30, 2004 on Form 10-Q (File No. 0-13545) dated November 10, 2004.
	4-B.	Note Split Agreement, dated October 8, 2004, by and between JMB Realty Corporation and JMB/245 Park Avenue Associates, Ltd. Is hereby incorporated herein by reference to the Partnership’s Report for September 30, 2004 on Form 10-Q (File No. 0-13545) dated November 10, 2004.
	4-C.	Replacement Note #1 to Second Amended and Restated Promissory Note, dated October 8, 2004, in the original principal amount of $3,482,283.71 is hereby incorporated herein by reference to the Partnership’s Report for September 30, 2004 on Form 10-Q (File No. 0-13545) dated November 10, 2004.
	4-D.	Promissory Note, payable on demand, dated December 1, 2004, in the original amount of $172,000, is hereby incorporated herein by reference to the Partnership’s Report for December 1, 2004 on Form 8-K (File No. 0-13545), dated December 7, 2004.
	10-A.	Limited Liability Company Agreement of JMB 245 Park Avenue Holding Company, LLC dated as of November 12, 1996 is hereby incorporated by reference to the Partnership’s Report for November 21, 1996 on Form 8-K (File No. 0-13545) filed on December 6, 1996.
	10-B.	Redemption Agreement between JMB 245 Park Avenue Holding Company, LLC, WFP Property G.P. Corp. and Brookfield Financial Properties, L.P., dated December 31, 2002 is hereby incorporated herein by reference to Exhibit 10.1 to the Partnership’s Report for December 31, 2002 on Form 8-K (File No. 0-13545) filed on January 15, 2003.

The aggregate fees billed for professional services by KPMG LLP for 2015 and 2014 for these various services were:

	2015		2014
Type of Fees
Audit Fees	$	29,900	48,750
Tax Fees		36,400	43,640
	$	66,300	92,390

~~Table~~In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees KPMG LLP invoiced the Partnership for professional services for the audit of ~~Contents~~the Partnership’s consolidated financial statements included in Form 10-K and review of consolidated financial statements included in Form 10-Qs, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “tax fees” are fees for tax compliance, tax advice and tax planning.

	10-C.	Fourth Amended and Restated Agreement of Limited Partnership of Brookfield Financial Properties, L.P. dated as of December 31, 2002 is hereby incorporated herein by reference to Exhibit 10.2 to the Partnership’s Report for December 31, 2002 on Form 8-K (File No. 0-13545) filed on January 15, 2003.
	10-D.	Limited Partnership Agreement of BFP-JMB 245 Park, L.P. dated as of December 29, 2014 is hereby incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 0-13545) filed on December 31, 2014.
	10-E.	Assignment and Redemption Agreement between Brookfield Financial Properties, L.P. and JMB 245 Park Avenue Holding Company, LLC dated December 29, 2014 is hereby incorporated herein by reference to Exhibit 10.2 on Form 8-K (File No. 0-13545) filed on December 31, 2014.
	21.	List of Subsidiaries of the Partnership.
	31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	32.	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1850, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
	99.	Article 14 (pages 15-17) of the Partnership's Amended and Restated Agreement of Limited Partnership is filed herewith.
(b)	Form 8-K was filed on December 29, 2014.

~~No annual~~(table ~~report or proxy material for the fiscal year 2014 has been sent to the Partners~~ of ~~the Partnership. An annual report will be sent to the Partners subsequent to this filing.~~contents)

28PART IV

~~Table~~Item of15. ~~Contents~~Exhibits, Financial Statement Schedules, and Reports on Form 8-K

~~SIGNATURES~~(a) The following documents are filed as part of this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(1)	Financial Statements (See Index to Financial Statements and Supplementary Data filed with this report).

(2)	Exhibits.
	3-A.	Amended and Restated Agreement of Limited Partnership of the Partnership is hereby incorporated by reference to Exhibit 3-A to the Partnership’s Report for June 30, 2002 on Form 10-Q (File No. 0-13545) dated August 21, 2002.

	3-B.	Amendment to the Amended and Restated Agreement of Limited Partnership of JMB/245 Park Avenue Associates, Ltd. By and between JMB Park Avenue, Inc. and Park Associates, L.P. dated January 1, 1994 is hereby incorporated by reference to Exhibit 3-B to the Partnership’s Form 10-Q Report for March 31, 1995 (File No. 0-13545) filed May 11, 1995.

	4-A.	Security Agreement, dated May 7, 2001, by JMB/245 Park Avenue Associates, Ltd. In favor of JMB Realty Corporation is hereby incorporated herein by reference to the Partnership’s Report for September 30, 2004 on Form 10-Q (File No. 0-13545) dated November 10, 2004.

	4-B.	Note Split Agreement, dated October 8, 2004, by and between JMB Realty Corporation and JMB/245 Park Avenue Associates, Ltd. Is hereby incorporated herein by reference to the Partnership’s Report for September 30, 2004 on Form 10-Q (File No. 0-13545) dated November 10, 2004.

	4-C.	Replacement Note #1 to Second Amended and Restated Promissory Note, dated October 8, 2004, in the original principal amount of $3,482,283.71 is hereby incorporated herein by reference to the Partnership’s Report for September 30, 2004 on Form 10-Q (File No. 0-13545) dated November 10, 2004.

	4-D.	Promissory Note, payable on demand, dated December 1, 2004, in the original amount of $172,000, is hereby incorporated herein by reference to the Partnership’s Report for December 1, 2004 on Form 8-K (File No. 0-13545), dated December 7, 2004.

	10-A.	Limited Liability Company Agreement of JMB 245 Park Avenue Holding Company, LLC dated as of November 12, 1996 is hereby incorporated by reference to the Partnership’s Report for November 21, 1996 on Form 8-K (File No. 0-13545) filed on December 6, 1996.

	10-B.	Redemption Agreement between JMB 245 Park Avenue Holding Company, LLC, WFP Property G.P. Corp. and Brookfield Financial Properties, L.P., dated December 31, 2002 is hereby incorporated herein by reference to Exhibit 10.1 to the Partnership’s Report for December 31, 2002 on Form 8-K (File No. 0-13545) filed on January 15, 2003.

	JMB/245 Park Avenue Associates, Ltd.
	By:	JMB Park Avenue, Inc. Corporate General Partner
		GAILEN J. HULL
	By:	Gailen J. Hull, Vice President
	Date:	March 11, 2015

~~Pursuant to~~(table ~~the requirements~~ of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~contents)

By: JMB Park Avenue, Inc. Corporate General Partner PATRICK J. MEARA By: Patrick J. Meara, President and Director Chief Executive Officer Date: March 11, 2015 GAILEN J. HULL By: Gailen J. Hull, Chief Financial Officer and Principal Accounting Officer Date: March 11, 2015


	10-C.	Fourth Amended and Restated Agreement of Limited Partnership of Brookfield Financial Properties, L.P. dated as of December 31, 2002 is hereby incorporated herein by reference to Exhibit 10.2 to the Partnership’s Report for December 31, 2002 on Form 8-K (File No. 0-13545) filed on January 15, 2003.

	10-D.	Limited Partnership Agreement of BFP-JMB 245 Park, L.P. dated as of December 29, 2014 is hereby incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 0-13545) filed on December 31, 2014.

	10-E.	Assignment and Redemption Agreement between Brookfield Financial Properties, L.P. and JMB 245 Park Avenue Holding Company, LLC dated December 29, 2014 is hereby incorporated herein by reference to Exhibit 10.2 on Form 8-K (File No. 0-13545) filed on December 31, 2014.

	21.	List of Subsidiaries of the Partnership.

	31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

	31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

	32.	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1850, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

	99.	Article 14 (pages 15-17) of the Partnership's Amended and Restated Agreement of Limited Partnership is filed herewith.

(b)	Form 8-K was filed on December 29, 2014.

29No annual report or proxy material for the fiscal year 2015 has been sent to the Partners of the Partnership. An annual report will be sent to the Partners subsequent to this filing.

~~Table of Contents~~30

~~JMB/245 Park~~(table ~~Avenue~~of ~~Associates, Ltd.~~contents)

~~Exhibit Index~~SIGNATURES

		Document Incorporated by Reference
3-A.	Amended and Restated Agreement of Limited Partnership of the Partnership.	Yes
3-B.	Amendment to the Amended and Restated Limited Partnership Agreement of Partnership of JMB/245 Park Avenue Associates, Ltd.	Yes
4-A.	Security Agreement, dated May 7, 2001, by JMB/245 Park Avenue Associates, Ltd. in favor of JMB Realty Corporation	Yes
4-B.	Note Split Agreement, dated October 8, 2004, by and between JMB Realty Corporation and JMB/245 Park Avenue Associates, Ltd.	Yes
4-C.	Replacement Note #1 to Second Amended and Restated Promissory Note, dated October 8, 2004, in the original principal amount of $3,482,283.71	Yes
4-D.	Promissory Note, dated December 1, 2004, by and between JMB/245 Park Avenue Associates and JMB Realty Corporation	Yes
10-A.	Limited Liability Company Agreement of JMB 245 Park Avenue Holding Company, LLC dated as of November 12, 1996.	Yes
10-B.	Redemption Agreement between JMB 245 Park Avenue Holding Company, LLC, WFP Property G.P. Corp. and Brookfield Financial Properties, L.P.	Yes
10-C.	Fourth Amended and Restated Agreement of Limited Partnership of Brookfield Financial Properties, L.P.	Yes
10-D.	Limited Partnership Agreement of BFP-JMB 245 Park, L.P. dated as of December 29, 2014.	Yes
10-E.	Assignment and Redemption Agreement between Brookfield Financial Properties, L.P. and JMB 245 Park Avenue Holding Company, LLC.	Yes
21.	List of Subsidiaries of the Partnership.	No
31.1.	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.	No
31.2.	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/ Rule 15d-14(a) of the Securities 15d-14(a) of the Securities Exchange Act of 1934, as amended.	No
32.	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1850, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	No
99.	Article 14 (pages 15-17) of the Partnership's Amended and Restated Agreement of Limited Partnership	No

	JMB/245 Park Avenue Associates, Ltd.

	By:	JMB Park Avenue, Inc. Corporate General Partner

		GAILEN J. HULL
	By:	Gailen J. Hull, Vice President
	Date:	March 16, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By:	JMB Park Avenue, Inc.
		Corporate General Partner

		PATRICK J. MEARA
	By:	Patrick J. Meara, President and Director Chief Executive Officer
	Date:	March 16, 2016



		GAILEN J. HULL
	By:	Gailen J. Hull, Chief Financial Officer and Principal Accounting Officer
	Date:	March 16, 2016

(table of contents)

JMB/245 Park Avenue Associates, Ltd.

Exhibit Index

		Document Incorporated by Reference
3-A.	Amended and Restated Agreement of Limited Partnership of the Partnership.	Yes

3-B.	Amendment to the Amended and Restated Limited Partnership Agreement of Partnership of JMB/245 Park Avenue Associates, Ltd.	Yes

4-A.	Security Agreement, dated May 7, 2001, by JMB/245 Park Avenue Associates, Ltd. in favor of JMB Realty Corporation	Yes

4-B.	Note Split Agreement, dated October 8, 2004, by and between JMB Realty Corporation and JMB/245 Park Avenue Associates, Ltd.	Yes

4-C.	Replacement Note #1 to Second Amended and Restated Promissory Note, dated October 8, 2004, in the original principal amount of $3,482,283.71	Yes

4-D.	Promissory Note, dated December 1, 2004, by and between JMB/245 Park Avenue Associates and JMB Realty Corporation	Yes

10-A.	Limited Liability Company Agreement of JMB 245 Park Avenue Holding Company, LLC dated as of November 12, 1996.	Yes

10-B.	Redemption Agreement between JMB 245 Park Avenue Holding Company, LLC, WFP Property G.P. Corp. and Brookfield Financial Properties, L.P.	Yes

10-C.	Fourth Amended and Restated Agreement of Limited Partnership of Brookfield Financial Properties, L.P.	Yes

10-D.	Limited Partnership Agreement of BFP-JMB 245 Park, L.P. dated as of December 29, 2014.	Yes

10-E.	Assignment and Redemption Agreement between Brookfield Financial Properties, L.P. and JMB 245 Park Avenue Holding Company, LLC.	Yes

21.	List of Subsidiaries of the Partnership.	No

31.1.	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.	No

31.2.	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities 15d-14(a) of the Securities Exchange Act of 1934, as amended.	No

32.	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1850, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	No

99.	Article 14 (pages 15-17) of the Partnership's Amended and Restated Agreement of Limited Partnership	No

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