<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Urban Improvement Fund Limited--1973-II
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
IREMCO
INTERFINANCIAL REAL ESTATE MANAGEMENT COMPANY
1201 Third Avenue, Suite 5400
Seattle, Washington 98101
(206) 622-9900
October 20, 2000
Re: Special Meeting of Limited Partners - Urban Improvement Fund Limited-1973-II
Dear
This is notice that a special meeting of the Limited Partners of Urban
Improvement Fund Limited-1973-II ("Partnership") is scheduled to be held on
November 13, 2000, at 10:00 A.M. local time, at the offices of the General
Partner set out above. The special meeting has been called to consider and vote
upon an amendment to the partnership agreement for the Partnership which would
make two changes as described in the enclosed proxy statement. The two changes
will be voted on separately.
In case you do not plan to attend the special meeting in person, the enclosed
proxy statement fully describes the proposed amendment and contains a proxy for
your signature. Please sign the proxy to indicate whether you wish your units to
be voted for, against or abstained with respect to the two provisions of the
proposed amendment, and return the proxy in the enclosed envelope.
With the many mailings we all receive every day, it is easy to set aside
correspondence like this proxy to read at a later time. As a result, it is often
difficult for us to obtain a sufficient number of proxies from the limited
partners by the meeting date to establish a quorum. PLEASE TAKE A FEW MINUTES TO
REVIEW THE ENCLOSED PROXY STATEMENT, AND SIGN AND RETURN YOUR PROXY BY NOVEMBER
13, 2000, IN THE ENCLOSED PRE-PAID ENVELOPE ADDRESSED TO THE PARTNERSHIP'S
MANAGEMENT AGENT.
If you have any questions about the proxy, please call John Taylor at (206)
628-8018.
Sincerely,
Interfinancial Real Estate Management Company
General Partner
John Taylor
ENCLOSURES
<PAGE>
URBAN IMPROVEMENT FUND LIMITED-1973-II
----------------------------
PROXY STATEMENT
GENERAL.
This Proxy Statement is being furnished to the Limited Partners of Urban
Improvement Fund Limited-1973-II (the "Partnership") by Interfinancial Real
Estate Management Company, a Washington corporation and general partner of the
Partnership (the "General Partner"). THIS PROXY STATEMENT AND ACCOMPANYING PROXY
ARE FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE GENERAL
PARTNER FOR USE AT A SPECIAL MEETING OF LIMITED PARTNERS TO BE HELD NOVEMBER 13,
2000, AND AT ANY ADJOURNMENTS THEREOF. This Proxy Statement and form of proxy
are first being mailed to Limited Partners on or about October 20, 2000.
The Special Meeting of Limited Partners will be held on the date set forth
above at 10:00 A.M., local time, at the offices of the General Partner, 1201
Third Avenue, Suite 5400, Seattle, Washington 98101. The telephone number of the
General Partner is (206) 622-9900. The Special Meeting has been called to
consider and vote upon an amendment to the Partnership Agreement which would
make the following changes:
(i) revise the current provision that the Partnership will not sell or
lease any project or investment to the General Partner or its affiliates,
to allow a sale or lease of a project or investment to the General Partner
or its affiliates on the following conditions: (a) the General Partner or
its affiliates not receive a commission on the sale or lease, and (b) the
purchase or lease price at least equals the value of the properties as
determined by MAI appraisal; and
(ii) permit the General Partner or its affiliates to receive a real estate
commission or fee not to exceed 4% of the acquisition price with respect
to the acquisition of properties for the Partnership, on the following
conditions: (a) such commission or fee is payable by the seller(s) of the
properties, and (b) if the General Partner or its affiliates received a
commission or a fee from the Partnership on the transaction which
generated the funds for the Partnership's acquisition of the properties,
the total of the commissions and fees receivable by the General Partner
and its affiliates shall be limited to 5% of the purchase price of the
acquired properties.
The proposed amendment is attached hereto as Exhibit A.
FORM OF PROXY.
A proxy form accompanies this Proxy Statement. By completing, executing
and returning the accompanying proxy, a Limited Partner appoints John M. Orehek
and John A. Taylor, or either of them, with full power of substitution, his
attorney-in-fact to vote his interest as a Limited Partner at the Special
Meeting and any adjournments thereof with respect to
Draft 6-13-00 1 of 10
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approval or disapproval or to abstain from voting, as the Limited Partner
specifies, with respect to the proposed amendment to the Partnership Agreement.
VOTING AT THE SPECIAL MEETING.
The General Partner has determined that Limited Partners of record as of
the close of business on October 1, 2000 are entitled to notice of and to vote
at the Special Meeting. Each Limited Partner is entitled to one vote for each
limited partnership unit held. The provisions of the proposed amendment are
subject to the approval of a majority in interest of the Limited Partners of the
Partnership. There are 12,011 units of limited partnership interest outstanding
as of October 1, 2000, and the number of Limited Partners of record as of such
date is 755.
All proxies will be voted in the manner indicated thereon by the Limited
Partner. Proxies executed and returned by Limited Partners that do not specify
whether the Limited Partner wishes to approve or disapprove the provisions of
the proposed amendment or to abstain from voting will be voted for approval of
both provisions of the amendment. If no proxy is received from a Limited Partner
and the Limited Partner does not vote in person at the Special Meeting, the
Limited Partner will be deemed to have voted against both provisions of the
amendment.
Limited Partners may revoke their proxies at any time prior to voting by
filing with the General Partner either an instrument revoking the proxy or a
duly executed proxy bearing a later date, or by attending the Special Meeting
and voting in person. Attendance at the Special Meeting, by itself, will not
revoke a proxy.
All questions as to the validity, form, eligibility, time of receipt, and
acceptance of any proxies will be determined by the General Partner in its sole
discretion, which determination will be final and binding.
There are no contracts, arrangements, understandings or relationships
between the General Partner or its affiliates and any Limited Partner regarding
the voting of proxies at the Special Meeting. The General Partner and its
affiliates own in total approximately 5.50% of the outstanding limited
partnership interests held by the Limited Partners in the Partnership, which
they intend to vote for both provisions of the proposed amendment. See "Voting
Securities and Principal Holders Thereof" below. In addition to the use of the
mail, proxies may be solicited by telephone or personally by the directors,
officers and employees of the General Partner, none of whom will receive any
extra compensation for such services. Apartment Investment and Management
Company has been retained by the General Partner to assist in investor relations
with respect to the Partnership, and may also solicit proxies by telephone or
personally at a nominal additional cost. The costs of the preparation of this
Proxy Statement and of the solicitation of proxies will be borne by the
Partnership.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.
The following table sets forth the Partnership interests owned by the
General Partner and its affiliates as of the date of this Proxy Statement:
Draft 6-13-00 2 of 10
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Title of Class Amount Percent of Class
-------------- ------ ----------------
General Partner 601 Units 100.00%
Interests (1)
Limited Partner 627 Units 5.22%
Interests (1)
----------
(1) No executive officer or director of the General Partner or its
affiliates owns individually any Partnership Interests, nor has any
executive officer or director of the General Partner or its
affiliates had any substantial interest, direct or indirect, in the
matters to be acted upon at any time since the beginning of the last
fiscal year.
OFFICERS AND DIRECTORS.
The following table sets forth the officers and directors of
Interfinancial Real Estate Management Company, the General Partner of the
Partnership, and their respective common stock ownership
interests in the General Partner.
Ownership Interest
------------------
Name Position No. of Shares Percent
---- -------- ------------- -------
Paul H. Pfleger Director and President 104,000 100%
John M. Orehek Senior Vice President -0- -0-
and Director
Roy Lee III Secretary -0- -0-
As stated above, no officer or director individually owns any interest in
the Partnership. Officers of the General Partner receive no compensation.
AMENDMENT TO THE PARTNERSHIP AGREEMENT.
Limited Partners at the Special Meeting will be asked to consider and vote
upon an amendment to the Partnership Agreement which would make the following
changes:
(i) revise the current provision that the Partnership will not sell or
lease any project or investment to the General Partner or its affiliates,
to allow a sale or lease of a project or investment to the General Partner
or its affiliates on the following conditions: (a) the General Partner or
its affiliates do not receive a commission on the sale or lease, and (b)
the purchase or lease price at least equals the value of the properties as
determined by independent MAI appraisal; and
Draft 6-13-00 3 of 10
<PAGE>
(ii) permit the General Partner and its affiliates to receive a real
estate commission or fee not to exceed 4% of the acquisition price with
respect to the acquisition of properties for the Partnership, on the
following conditions: (a) such commission or fee is payable by the
seller(s) of the properties, and (b) if the General Partner or its
affiliates received a commission or a fee from the Partnership on the
transaction which generated the funds for the Partnership's acquisition of
the properties, the combined total of the commissions and fees receivable
by the General Partner and its affiliates in connection with the sale and
purchase transactions shall not exceed 5% of the purchase price of the
acquired properties.
The amendment is being submitted to the Limited Partners as a single
amendment but the Limited Partners may vote separately on the two provisions of
the amendment. Limited Partners may vote either for or against either provision
of the amendment, or abstain from voting. In this manner, Limited Partners may
vote for one provision of the amendment and against the other. If the Limited
Partners approve one but not both provisions of the amendment, the amendment
shall be revised accordingly to include only the provision approved by the
Limited Partners.
If both provisions of the amendment are approved, the General Partner
would be able to sell or lease any of the properties in which the Partnership
has invested (each referred to as a "Property" and together as the "Properties")
to the General Partner or its affiliates, under certain conditions, and to earn
a real estate commission upon the acquisition of a new property by the
Partnership, also subject to certain conditions.
The General Partner does not have any current plans or intentions to sell
or lease any of the Partnership's Properties to the General Partner or its
affiliates, nor to acquire for the Partnership any new property and earn a real
estate brokerage commission or fee on the acquisition.
1. SALE OF PROPERTIES TO THE GENERAL PARTNER OR AN AFFILIATE.
a. CURRENT LIMITATION. Section 9.C(1)(xi) of the Partnership Agreement
presently provides that the Partnership may not sell or lease any project
or other investment to the General Partner or its affiliates.
b. REVISION OF LIMITATION. The General Partner proposes to revise this
sale and lease restriction, because it may impair the General Partner's
ability to maximize the value of a Property to the Partnership on a
disposition or lease, or to respond to changing market conditions that may
put a Property at risk. To assure that any such transaction with the
General Partner will not be financially detrimental to the Partnership,
the General Partner or its affiliates will be required to pay a purchase
or lease price at least equal to the value determined by independent MAI
appraisal.
c. ADVANTAGES OF PROPOSAL TO LIMITED PARTNERS. The General Partner is
familiar with the Partnership's Properties and may be in a better position
to understand the potential value of a Property than an unaffiliated
party, and therefor be able to provide greater value to the Partnership
and its partners. The ability of the General Partner to structure a
transaction with an affiliate can be particularly beneficial in the case
of a distressed Property, when there are few third parties interested in
the Property. With its knowledge of the strengths and weaknesses of a
distressed Property, the General Partner may be able to structure a
Draft 6-13-00 4 of 10
<PAGE>
transaction with an affiliate that has the effect of delaying or reducing
the negative impact on the Partnership and its partners that might occur
if forced to dispose of the Property to an outside party.
The Partnership may also realize cost savings in a sale of a Property
to the General Partner or an affiliate, primarily because the costs of
such sale payable by the Partnership will not include any real estate
brokerage commission or fee payable to the General Partner or its
affiliates, and it is unlikely that there would be an outside real estate
broker involved in such a transaction. This could result in greater net
sale proceeds to the Partnership, and thus to the Limited Partners, at a
given purchase price.
In addition, the revised provision will expand the potential market for
a Property at the time of sale. The Partnership has invested in Properties
that are government-assisted housing projects. At the appropriate time for
a Property to be sold, it may be that the best use of the Property is to
continue as a government-assisted housing project. On a national level,
there are only a limited number of apartment portfolio owners who are
interested and experienced in the ownership and operation of such housing
projects, one of which is the General Partner (and its affiliates). The
General Partner believes it is in the best interest of the Partnership
that the Property be available for all potential buyers in this limited
niche of the apartment housing market. Otherwise the potential buying
market may be reduced by a significant portfolio owner. The General
Partner and its affiliates have owned and operated government-assisted
housing projects on a national basis for three decades, and are recognized
nationally for their affordable housing portfolio, currently consisting of
over 230 properties and approximately 30,000 housing units. According to a
survey published by the National Multi Housing Council dated January 1,
1998, the General Partner and its affiliates were the nation's 28th
largest owner of multi-family housing and rank among the top five owners
in the affordable multi-family housing industry.
d. DISADVANTAGE OF PROPOSAL TO LIMITED PARTNERS. The main disadvantage
of the proposal is that a Property may not be exposed to other potential
purchasers to allow the purchase price to be tested in a competitive
market environment. While the General Partner or its affiliates will be
required to pay a purchase price that will be at least equal to the value
determined by independent MAI appraisal, competitive bidding in a strong
real estate market could result in a purchase price to the Partnership
higher than the value established by an independent MAI appraisal.
e. CONDITIONS OF SALE OR LEASE TO GENERAL PARTNER OR AN AFFILIATE. The
General Partner intends to sell or lease the Properties to itself or its
affiliates only under the following conditions: (i) the General Partner
purchases or leases the Property at or above its then current fair market
value, as determined by an unaffiliated MAI appraiser, the cost of which
will be shared equally by the General Partner or its affiliate and the
Partnership; (ii) the proceeds from the sale of the Property must meet the
minimum amount that is distributable to the Limited Partners under the
terms of the Partnership
Draft 6-13-00 5 of 10
<PAGE>
Agreement; and (iii) the General Partner and its affiliates will not
receive a real estate brokerage commission or fee on the transaction.
2. AUTHORIZATION OF REAL ESTATE BROKERAGE COMMISSION OR FEE TO THE GENERAL
PARTNER OR AN AFFILIATE.
a. CURRENT LIMITATION. Section 9.C(1)(xiv) of the Partnership Agreement
presently provides that the Partnership may not pay the General Partner or
its affiliates any commission in connection with the reinvestment of the
proceeds of any resale, exchange or refinancing of any Property. Section
9.C(1)(xviii) of the Partnership Agreement presently provides that the
General Partner and its affiliates may not receive real estate fees or
commissions with respect to the purchase of properties by the Partnership.
b. REVISION OF LIMITATION. The General Partner proposes to revise the
Section 9.C(1)(xviii) restriction on the ability of the General Partner or
its affiliates to receive a real estate commission or fee on the purchase
of a property by the Partnership, because it may impair the General
Partner's ability to a effectively and efficiently acquire new properties
for the Partnership.
c. ADVANTAGES OF PROPOSAL TO LIMITED PARTNERS. The General Partner
believes that the Section 9.C(1)(xiv) restriction on the Partnership
paying a commission to the General Partner or its affiliated in connection
with reinvestment of Partnership proceeds is appropriate. The General
Partner also believes it is appropriate to allow the General Partner or
its affiliates to be compensated by the seller for real estate brokerage
services to the Partnership as a buyer of property, up to a maximum of a
4% commission and under other conditions imposed to protect the
Partnership. The General Partner believes the Partnership will be better
able to acquire quality properties at the most competitive price. Any such
fee or commission would be payable by the seller(s) of the acquired
properties.
The Partnership Agreement does not require the use of a real estate
broker for property acquisition. However, it is not practical to purchase
properties for the Partnership without using the services of an
experienced broker. The current restriction in the Partnership Agreement
forces the General Partner to use third parties as the Partnership's real
estate broker in the acquisition of a property because it is not
economically feasible for the General Partner to devote the considerable
time and resources necessary to provide effective brokerage services to
the Partnership without receipt of reasonable compensation. An affiliate
of the General Partner, Security Properties Real Estate Services, Inc.
("SPRESI"), is actively involved in real estate brokerage. The principals
of the General Partner and SPRESI have more than 30 years of experience in
the real estate industry, including extensive experience in the purchase,
development, syndication and sale of subsidized and conventional
multi-family residential real estate. The General Partner believes this
experience can be of benefit to the Partnership. The General Partner also
believes the use of third party brokers is often inefficient, because the
broker must be educated with respect to the particulars of each
transaction, and communication between buyer, seller and real estate
broker is often subject to difficulties and time-consuming delays. In
addition, the General Partner
Draft 6-13-00 6 of 10
<PAGE>
believes that third party brokers will likely receive a commission of at
least 4% and many brokers may require an even larger commission. The
General Partner therefore believes that by allowing it to receive a 4%
real estate commission for its services, project knowledge would be
assured, and communication would be enhanced. The General Partner will
also restrict its potential real estate commission or fee on the purchase
of a property by the Partnership if the General Partner or an affiliate
has received a commission or fee on the transaction that generated the
funds to be used for the Partnership's acquisition of the property or
properties. In such event, the General Partner will limit the combined
total of the real estate commissions and fees payable by the Partnership
and the seller(s) to 5% of the purchase price of the acquired properties.
d. DISADVANTAGE OF PROPOSAL TO LIMITED PARTNERS. One disadvantage of
the proposal is that the General Partner could be motivated to purchase a
property on behalf of the Partnership in order to make a commission on the
transaction, when it may not be in the best interests of the Partnership
or Limited Partners to purchase a property at that time, or for the
Partnership to purchase that particular property.
RECOMMENDATION OF THE GENERAL PARTNER.
Pursuant to Section 18 of the Partnership Agreement, each provision of the
proposed amendment must be consented to by a majority in interest of the Limited
Partners. The General Partner, for the reasons set forth above, recommends
approval of both provisions of the proposed amendment to the Partnership
Agreement to be considered at the Special Meeting of Limited Partners.
LEGAL MATTERS.
Riddell Williams P.S., special counsel to the General Partner, is of the
opinion that the amendment proposed herein, containing either or both of the
proposed provisions, when adopted by the requisite number of Limited Partners,
will constitute a legal amendment to the Partnership Agreement under the laws of
the State of California. A copy of their opinion is attached hereto as Exhibit
B.
Draft 6-13-00 7 of 10
<PAGE>
EXHIBIT A
AMENDMENT TO
AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
URBAN IMPROVEMENT FUND LIMITED-1973-II
The Amended Certificate and Agreement of Limited Partnership (the "Partnership
Agreement") of Urban Improvement Fund Limited-1973-II (the "Partnership") is
further amended as follows:
1. Section 9.C(1)(xi) of the Partnership Agreement is amended to read as
follows:
(xi) The Partnership may sell or lease any project or other
investment to the General Partner or its affiliates, at a
purchase or lease price that is equal to or greater than
the value of the project or investment as established by an
independent MAI appraisal; provided that the General
Partner and its affiliates will not receive any real estate
brokerage fee or commission with respect to such sale or
lease.
2. Section 9.C(1)(xviii) of the Partnership Agreement is amended to read as
follows:
(xviii) The General Partner and its affiliates may receive real estate fees
or commissions on the sale of properties to the Partnership; provided
that: (a) such fees or commissions do not exceed 4% of the purchase
price of the acquired properties, (b) such commissions or fees are
payable by the seller(s) of the properties, and (c) if the General
Partner or its affiliates have received a commission or a fee from the
Partnership on the transaction which generated the funds for the
Partnership's acquisition of the properties, the combined total of the
commissions and fees receivable by the General Partner and its
affiliates in connection with the sale and purchase transactions shall
not exceed 5% of the purchase price of the acquired properties.
Except as expressly amended by this amendment, the Partnership Agreement shall
remain in full force and effect.
DATED: ________, 2000 INTERFINANCIAL REAL ESTATE
MANAGEMENT COMPANY (for itself as
General Partner of the Partnership, and as
attorney-in-fact for each Limited Partner
of the Partnership)
By:_________________________________________
Its ______________________________________
Draft 6-13-00 8 of 10
<PAGE>
mlarson
@riddellwilliams.com
(206) 389 1798
EXHIBIT B
November _____, 2000
Interfinancial Real Estate Management Company
c/o Security Properties, Inc.
1201 Third Avenue, Suite 5400
Seattle, Washington 98101
RE: URBAN IMPROVEMENT FUND LIMITED - 1973-II
AMENDMENT TO THE PARTNERSHIP AGREEMENT
Ladies and Gentlemen:
The undersigned is counsel to Interfinancial Real Estate Management Company, a
Washington corporation (formerly a Georgia corporation), general partner
("General Partner") of Urban Improvement Fund Limited - 1973-II, a California
limited partnership (the "Partnership"). This opinion is delivered to you
pursuant to Section 18 of that certain Certificate and Agreement of Limited
Partnership of the Partnership, dated as of July 1, 1973, as amended
("Partnership Agreement"). Capitalized terms not otherwise defined herein are
defined as set forth in the Partnership Agreement.
We have examined originals or copies of only the following documents, records
and instruments:
(a) The Partnership Agreement.
(b) A proposed amendment to the Partnership Agreement, a copy of which is
attached to this opinion (the "Amendment").
(c) A certificate from the General Partner setting forth various
representations concerning factual matters relating to various aspects of
the matters covered by this opinion.
The agreements and certificate referred to above will be referred to herein
as the "Documents."
ASSUMPTIONS
For purposes of rendering this opinion, we have assumed the following:
A. The Partnership is a limited partnership duly organized, validly existing,
<PAGE>
Interfinancial Real Estate Management Company
c/o Security Properties, Inc.
November _____, 2000
Page 2
and in good standing under the laws of the State of California and has
full power and authority to carry on its business as it is now being
conducted and to own, lease and operate the properties and assets it now
owns, leases and operates.
B. In connection with the adoption of the Amendment, the General Partner will
comply with the written notice requirements set forth in Section 21 of the
Partnership Agreement.
C. The Amendment will be approved by the General Partner with the requisite
consent of holders of outstanding Partnership Interests, as required under
Section 18 of the Partnership Agreement.
Except to the extent otherwise set forth herein, we have not examined our
internal files, we do not imply that we have conducted or are required to
conduct legal research, and we have not undertaken any other investigation.
OPINION
Based solely upon the foregoing and on our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
subject to the assumptions and qualifications set forth herein, we are of the
opinion that the Amendment, upon due execution by the General Partner pursuant
to the power of attorney granted it under the Partnership Agreement, will be
legal within the meaning of Section 18 of the Partnership Agreement.
The opinion rendered herein is limited to the laws of the State of California
presently in force on the persons and transactions herein described, and we
express no opinion as to the applicability or effect of the laws of any other
jurisdiction. We express no opinion as to the requisite consent of holders of
Partnership Interests required by the Partnership Agreement in connection with
the Amendment.
This opinion is rendered to you in connection with the Amendment and is for your
exclusive benefit. This opinion may not be relied upon by you for any other
purpose and, without our prior written consent, may not be relied upon or
furnished or quoted to any other person, firm or corporation for any purpose,
other than as may be required in response to the order of a court of competent
jurisdiction, or in connection with the Proxy Statement submitted by you to the
Limited Partners of the Partnership.
Neither you nor any other person to whom we may grant our consent to rely upon
this opinion may rely upon any portion of this opinion which such person knows
to be false or has information which would make reliance upon such portion of
the opinion unreasonable in the circumstances. We expressly disclaim any
obligation to advise you
<PAGE>
Interfinancial Real Estate Management Company
c/o Security Properties, Inc.
November _____, 2000
Page 3
of any changes or developments in matters of law or fact covered by this opinion
that occur after the date hereof.
Very truly yours,
Marion V. Larson
of
RIDDELL WILLIAMS P.S.
MVL/gh
Our File: 46573.38
<PAGE>
URBAN IMPROVEMENT FUND LIMITED-1973-II
PROXY
PLEASE COMPLETE, SIGN AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
For delivery at the Special Meeting of Limited Partners to be held
November 13, 2000 and adjournments thereof.
SOLICITED ON BEHALF OF THE GENERAL PARTNER:
The undersigned Limited Partner hereby:
1. Acknowledges receipt of the Notice of Special Meeting of Limited Partners
of Urban Improvement Fund Limited-1973-II, and the accompanying Proxy Statement,
all dated October 20, 2000 ("Proxy Materials");
2. Appoints John M. Orehek and John A. Taylor, or either of them, as proxies,
each with full power to appoint his substitute;
3. Represents that the undersigned holds of record ______ units of limited
partnership interest as of October 1, 2000 (You will find the number of your
units shown on the Partnership records as part of your address on the envelope
enclosing these Proxy Materials. If you leave the space blank, the General
Partner will assume you intend that all your units will be voted according to
this proxy);
4. Authorizes the proxies to represent and to vote all of the interest in
Urban Improvement Fund Limited-1973-II held of record by the undersigned on
October 1, 2000, at the Special Meeting of Limited Partners to be held on
November 13, 2000 or any adjournments thereof in accordance with the direction
set forth herein;
5. ON THE PROPOSAL TO ALLOW THE PARTNERSHIP TO SELL OR LEASE A PROJECT OR
INVESTMENT TO THE GENERAL PARTNER OR AN AFFILIATE ON CERTAIN CONDITIONS, directs
the proxies to:
Approve__________ Disapprove__________ Abstain__________
with respect to amending the Amended Certificate and Agreement of Limited
Partnership of Urban Improvement Fund Limited-1973-II as set forth in Exhibit A
to the Proxy Materials to provide that the Partnership may sell or lease any
project or other investment to the General Partner or its affiliates on the
conditions set forth in Exhibit A; and
Draft 6-13-00 9 of 10
<PAGE>
6. ON THE PROPOSAL TO ALLOW THE GENERAL PARTNER OR ITS AFFILIATES TO RECEIVE
A REAL ESTATE COMMISSION OR FEE ON THE SALE OF PROPERTIES TO THE PARTNERSHIP ON
CERTAIN CONDITIONS, directs the proxies to:
Approve__________ Disapprove__________ Abstain__________
with respect to amending the Amended Certificate and Agreement of Limited
Partnership of Urban Improvement Fund Limited-1973-II as set forth in Exhibit A
to the Proxy Materials to permit the General Partner or its affiliates to
receive a real estate commission or fee not to exceed 4% of the acquisition
price with respect to the acquisition of Partnership properties, on the
conditions set forth in Exhibit A.
This proxy will be voted as directed by the undersigned. If this proxy is
executed and returned and no direction is indicated, this proxy will be voted to
APPROVE both of the above-referenced provisions of the amendment to the
Partnership Agreement.
When units of limited partnership interest are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in full partnership name by authorized
person.
DATED: _____________, 2000
--------------------------------------------
(Signature)
--------------------------------------------
(Signature if held jointly)
PLEASE PROMPTLY MARK, SIGN,
DATE AND RETURN THE PROXY
IN THE ENCLOSED ENVELOPE.
Draft 6-13-00 10 of 10
