FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
Commission file number 33-18756
ASSISTED HOUSING FUND L.P. I
(Exact name of registrant as specified in its charter)
Washington 91-1391150
(State of organization) (IRS Employer
Identification No.)
1191 Second Avenue, Suite 904, Seattle, WA 98101 (Address of
principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 461-4782
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(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 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
The Exhibit Index appears at page 14. There are 15 pages.
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES
BALANCE SHEETS
<CAPTION>
Sept 30, December 31,
2000 1999
(Unaudited)
----------- ------------
ASSETS
<S> <C> <C>
Rental property and equipment, at cost:
Buildings and equipment $15,790,382 $15,790,381
Less accumulated depreciation (6,591,912) (6,164,895)
------------- -------------
9,198,470 9,625,486
Land 723,111 723,111
------------- -------------
9,921,581 10,348,597
Cash and cash equivelents:
Rental operation 201,695 190,299
AHF reserves 13,036 25,101
------- -------
214,731 215,400
Restricted deposits:
Tenant trust - security deposits 114,891 116,122
Reserve accounts 758,003 699,706
----------- ----------
872,894 815,828
Other assets:
Accounts receivable 67,036 36,304
Accounts receivable - DGPs 14,503 1,072
Prepaid expenses 0 14,779
---------- -----------
81,539 52,155
----------- -----------
$11,090,745 $11,431,980
============= =============
</TABLE>
Continued on page 2A
See notes to financial statements 2
<PAGE>
<TABLE>
<CAPTION>
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES
BALANCE SHEETS - (CONTINUED)
<S> <C> <C>
Sept 30, December 31,
2000 1999
(Unaudited)
------------- -------------
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Mortgage notes payable $12,294,374 $12,319,268
LID assessment payable 41,141 41,141
Accounts payable 241,460 249,143
Due to affiliate 647,118 640,961
Accrued liabilities 148,408 129,615
Security deposits payable 114,336 113,902
------------- -------------
13,486,837 13,494,030
Minority interests in partnerships 448,481 467,452
Partners' equity (deficit):
Limited partners (2,784,919) (2,473,000)
General partner (59,654) (56,502)
------------- -------------
(2,844,573) (2,529,502)
------------- -------------
$11,090,745 $11,431,980
============= =============
</TABLE>
See notes to Financial Statements 2A
<PAGE>
<TABLE>
<CAPTION>
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
<S> <C> <C> <C>
Limited General
Partners Partner Total
----------- ------------ ------------
Balance - December 31, 1989 3,127,029 63 3,127,092
Net income (loss) for 1990 (491,129) (4,961) (496,090)
----------- ----------- ------------
Balance - December 31, 1990 2,635,900 (4,898) 2,631,002
Net income (loss) for 1991 (586,906) (5,928) (592,834)
------------ ------------ ------------
Balance - December 31, 1991 2,048,994 (10,826) 2,038,168
Net income (loss) for 1992 (559,355) (5,650) (565,005)
------------ ------------ ------------
Balance - December 31, 1992 1,489,639 (16,476) 1,473,163
Net income (loss) for 1993 (612,230) (6,184) (618,414)
------------ ------------ ------------
Balance - December 31, 1993 877,409 (22,660) 854,749
Net income (loss) for 1994 (594,986) (6,010) (600,996)
------------ ------------ ------------
Balance - December 31, 1994 282,423 (28,670) 253,753
Net income (loss) for 1995 (609,192) (6,153) (615,345)
------------ ------------ ------------
Balance - December 31, 1995 (326,768) (34,824) (361,592)
Net income (loss) 1996 (612,521) (6,187) (618,708)
------------ ------------ ------------
Balance - December 31, 1996 (939,289) (41,011) (980,300)
Net income (loss) for 1997 (529,997) (5,354) (535,351)
------------ ------------ ------------
Balance - December 31, 1997 (1,469,287) (46,364) (1,515,651)
Net income (loss) for 1998 (495,623) (5,006) (500,629)
------------ ------------ ------------
Balance - December 31, 1998 (1,964,909) (51,371) (2,016,280)
Net income (loss) for 1999 (508,090) (5,132) (513,222)
------------ ------------ ------------
Balance December 31, 1999 (2,472,999) (56,503) (2,529,502)
Net income (loss) for September 30,
2000 (Unaudited) (311,920) (3,151) (315,071)
------------ ------------ ------------
Balance - september 30, 2000
(Unaudited) ($2,784,919) ($59,654) ($2,844,573)
============ ============ ============
</TABLE>
See notes to Financial Statements 3
<PAGE>
<TABLE>
<CAPTION>
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
<S> <C> <C> <C> <C>
Quarter Nine Months Quarter Nine Months
Ended Ended Ended Ended
Sept 30, Sept 30, Sept 30, Sept 30,
2000 2000 1999 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
Revenue:
Rental $394,164 $1,197,041 $380,850 $1,140,665
Miscellaneous 13,622 42,389 11,375 45,453
-------- -------- -------- --------
407,786 1,239,430 392,225 1,186,118
Expenses:
Operating & maintenance 75,295 191,130 83,626 237,304
Utilities 63,303 195,582 60,082 192,869
General & administrative 99,335 313,617 93,045 268,485
Taxes 39,511 165,180 58,149 189,751
Insurance 11,118 23,622 14,218 28,967
Interest on mortgage notes 78,400 223,504 77,422 231,284
Depreciation 142,399 427,020 119,875 406,841
Miscellaneous 222 1,472 (1,970) (7,794)
---------- ---------- -------- --------
509,583 1,541,127 504,447 1,547,707
(101,797) (301,697) (112,222) (361,589)
Other income (expenses):
Interest earned on escrow
accounts & cash reserves 80 392 135 257
Minority Interest 6,300 18,875 6,405 19,453
General & administrative (2,405) (29,655) (2,590) (29,772)
Partnership management
fees (724) (2,986) 0 0
Amortization of organi-
zation & start-up costs 0 0 0 0
----------- --------- -------- --------
3,251 (13,374) 3,950 (10,062)
----------- --------- -------- --------
Net income (loss) (98,546) (315,071) (108,272) (371,651)
=========== =========== ======== ========
Net income (loss) per unit of
limited partnership interest (139) (444) (152) (523)
=========== =========== ======== ========
</TABLE>
See notes to Financial Statements 4
<PAGE>
<TABLE>
<CAPTION>
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
<S> <C> <C>
Nine Months Nine Months
Ended Ended
Sept 30, Sept 30,
2000 1999
(Unaudited) (Unaudited)
------------ ----------
Cash flows from operating activities:
Net Income (loss) (315,071) (371,651)
Adjustments to reconcile net (loss) to net
cash provided by operating activities:
Depreciation 427,020 406,841
Amortization of organization and
start-up costs 0 0
Minority interest in operations (18,875) (19,453)
Decrease (increase) in:
Accounts receivable (29,662) (11,711)
Prepaid expenses 276 (10,098)
Increase (decrease) in:
Accounts payable (7,683) 2,562
Accrued liabilities 18,793 47,191
Due to affiliates 6,156 29,772
----------- ----------
Net cash provided by operating activities 80,954 73,453
Cash flows from investing activities:
Acquisition and construction of rental property 0 0
Decrease (increase) in restricted deposits (58,297) 467
Security deposits payable 1,665 (638)
------------ ----------
Net cash provided (used) in investing activities (56,632) (171)
Financing activities:
Minority partners' capital contributions (96) (88)
Mortgage principal payments (24,895) (19,914)
------------ ----------
Net cash provided by financing activities (24,991) (20,002)
------------ ----------
Net increase (decrease) in cash and cash equivalents (669) 53,280
Cash and cash equivalents - beginning of year 215,400 164,032
------------ ----------
Cash and cash equivalents - end of period $214,731 $217,312
============ ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
(net of amounts capitalized) $223,504 $231,284
============ ==========
</TABLE>
See notes to Financial Statements 5
<PAGE>
(Unaudited)
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Quarter Ended September 30, 2000
1. General
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with financial
statements and notes thereto included with the Partnership's Form 10-K for the
year ended December 31, 1999. In the opinion of management, these financial
statements include all adjustments, consisting only of normal recurring
adjustements, necessary to present fairly the Partnership's financial position
and results of operations. The results of operations for the periods may not be
indicative of the results to be expected for the year.
Assisted Housing Fund L.P. I (the Partnership) is a limited partnership which
was organized November 2, 1987 under the laws of the state of Washington to
acquire limited partnership interests in other partnerships (the Property
Partnerships), each of which has been organized to develop or purchase a low- or
moderate-income apartment complex. The Partnership's general partner is Murphey
Favre Properties, Inc. (MFP), a wholly-owned subsidiary of WM Financial, Inc.,
which is a wholly-owned subsidiary of Washington Mutual Bank (WMB).
The Partnership completed its public offering of limited partnership interests
and commenced operations on April 14, 1989. Prior to that date, the
Partnership's activities consisted solely of purchasing limited partnership
interests in Property Partnerships which were in the development process. As of
December 31, 1999, limited partners held the 703 units of limited partnership
interests outstanding.
The Partnership has invested as a limited partner in eleven Property
Partnerships. The developer of each apartment complex serves as the general
partner (DGP) of the respective Property Partnership. Additionally, a
wholly-owned subsidiary of MFP, Murphey Favre Housing Managers (MFHM), is a
special limited partner in each Property Partnership. MFHM has the right to
oversee the management of each Property Partnership and has certain approval
rights over the actions of each DGP. The Partnership Agreement for each Property
Partnership sets forth the allocations of profits, losses and distributions of
net cash flow from operations or from sale or refinancing of the rental
property.
The properties owned by the Property Partnerships were financed and constructed
under Section 515 of the National Housing Act, as amended (administered by
Farmer's Home Administration, now known as Rural Housing Services (RHS)). Under
this program, the Property Partnerships provide housing to low- and
moderate-income families. Lower rental charges to tenants are recovered by the
Property Partnerships through an interest reduction program which reduces the
effective interest rate over the lives of the mortgages to 1 percent and a
rental assistance program whereby RHS pays the Property Partnerships for a
portion of qualified tenant rents.
Construction of the rental properties began in June, 1988 and all were completed
by January 31, 1991. Rental operations began in April, 1989.
<PAGE>
(Unaudited)
2. Summary of Significant Accounting Policies
a. The Partnership's financial statements are reported on a consolidated basis
with the Property Partnerships in which it has invested because the Partnership
(as a limited partner) holds approximately 99% profit and loss interests and
approximately 55% of the equity interests in each Property Partnership and
because of the aforementioned rights of MFHM to restrict the authority of each
DGP.
The consolidated financial statements, include the financial statements of the
Partnership and eleven Property Partnerships: Fairview Apartments Company
Limited Partnership (Fairview); Ionia Limited Dividend Housing Association
Limited Partnership (Ionia); Logan Apartments Company Limited Partnership
(Logan); Rolling Brook II Limited Dividend Housing Association Limited
Partnership (Rolling Brook); Wexford Manor Limited Dividend Housing Association
Limited Partnership (Wexford); Blue Heron Apartment Associates Limited
Partnership (Blue Heron); Glenwood Apartment Associates Limited Partnership
(Glenwood); Pacific Place Apartment Associates Limited Partnership (Pacific
Place); Cove Limited Dividend Housing Association Limited Partnership (Cove);
Washington Street Limited Dividend Housing Association Limited Partnership
(Washington); and, Fayette Hills Limited Partnership (Fayette).
All material interpartnership transactions and balances have been eliminated.
The minority partners' interests in the losses of the Property Partnerships,
which aggregate $51,347 and $48,549 as of September 30, 2000 and December 31,
1999, respectively, are included in other income.
b. The accrual method of accounting is used for both financial statement and
income tax purposes.
c. Rental property and equipment is stated at cost including interest of
$387,000, capitalized during construction.
The partnership agreements for the Property Partnerships require the DGP's to
fund cost overruns on the development of the rental properties. As of September
30, 2000 and December 31, 1999, $589,462 of such cost overruns have been
recorded as capital contributions from DGP's and have been included in the cost
basis of the rental property. All depreciation related thereto has been
specially allocated to the respective DGP's.
d. Depreciation is computed for financial statement purposes using the
straight-line method over the estimated useful lives of the related assets as
follows:
Building shell and components.................... 27.5 years
Land improvements.................................. 15 years
Appliances......................................... 10 years
Carpets and draperies.............................. 10 years
Depreciation is computed for income tax purposes using the
modified-accelerated-cost-recovery-system (MACRS).
<PAGE>
(Unaudited)
e. No income tax provision has been included in the financial Statements since
income or loss of a Partnership is required to be reported by the respective
partners on their income tax returns.
f. For purposes of the statement of cash flows, all investment instruments
purchased with a maturity of three months or less are considered to be cash
equivalents.
g. The unaudited interim financial statements include all adjustments which are,
in the opinion of management, necessary to fairly state the results for the
interim periods presented. These adjustments are all of a normal recurring
nature.
3. Transactions with Affiliates
In connection with the offering of units of limited partnership interest, the
acquisition and development of rental property and the management of both the
rental property and the Partnership, the Partnership and Property Partnerships
have paid or accrued the following amounts to certain affiliates:
Quarter Ended Year Ended
Sept 30, 2000 Dec 31, 1999
Murphey Favre Properties, Inc.
Partnership Service Fee $ 1,875 $ 7,500
Developer general partners and affiliates
Property management fees 33,650 126,573
The Partnership maintains deposits in certain of WMB's interest-bearing accounts
which aggregated $13,036 and $25,101 at September 30, 2000 and December 31,
1999, respectively. Interest earned on such deposits totaled $392 and $414
during the quarter ended September 30, 2000 and year ended December 31, 1999,
respectively. Terms of the RHS Loan Agreements require each DGP to provide
interest-free advances of stipulated amounts as initial operating capital to the
Property Partnerships. Due to affiliates includes $152,107 and $152,107 of such
advances at September 30, 2000 and December 31, 1999, respectively. The balance
includes DGP advances of $35,468 for land improvements and $14,209 to fund
operating deficits. The remaining balance due to affiliates includes program
management fees and reimbursements payable to MFP.
Under the terms of management services agreements, affiliates of the DGP's
provide management services for the rental properties and receive compensation
for such services in amounts approximating 8% of gross rental revenue.
<PAGE>
(Unaudited)
4. Cash in Reserve Accounts
The Loan Agreements between the Property Partnerships and RHS require the
Property Partnerships to deposit into separate reserve accounts (savings
accounts) $126,889 annually until the reserve accounts reach $1,268,211. With
the prior approval of RHS, these funds can be used for: (1) loan debt service,
if operating funds cannot meet these obligations: (2) repairs and replacements
caused by catastrophe or long-range depreciation; (3) improvements or extensions
to the buildings; and, (4) any other reason RHS determines will promote or be
beneficial to the purpose of the loans.
5. Mortgage Notes Payable
The mortgage notes are payable to RHS in monthly installments stated in the
table below. In accordance with provisions of Interest Credit Agreements, RHS
provides monthly interest credits which reduce the interest rates stated in the
mortgage notes to effective rates of 1 percent over the lives of the mortgages.
Amortization of principal is based on the stated rates of 8.75% to 10.75% under
RHS's Predetermined Amortization Schedule System (PASS). Substantially all of
the rental property and equipment is pledged as collateral on the mortgages. No
partner is personally liable on the mortgage notes.
Amendments enacted in 1979 and 1987 to Section 515 of the National Housing Act
contain restrictive provisions for prepayment of Section 515 loans. In summary,
RHS may refuse offers to prepay the mortgage notes and require that the projects
be used for the purpose of housing those eligible, as provided in Section 515,
for a period of 20 years.
<PAGE>
(Unaudited)
The loan balances, net monthly payments, and due dates for each Property
Partnership are as follows:
Net Monthly Loan Balance
Payment Sept 30, 2000 Due Date
Fairview $ 2,744 $ 1,271,483 April, 2040
Ionia 1,532 709,155 October, 2040
Logan 2,142 993,817 March, 2041
Rolling Brook 1,614 746,239 June, 2040
Wexford 1,567 724,444 April, 2040
Blue Heron 3,173 1,467,038 June, 2040
Glenwood 3,111 1,436,872 May, 2039
Pacific Place 1,632 756,317 June, 2039
Cove 3,092 1,429,000 April, 2040
Washington 1,545 713,973 May, 2040
Fayette 4,398 2,046,035 December, 2039
Total $26,550 $12,294,373
Principal Payments on the mortgage notes for the next 5 years are as follows:
Year Amounts
2000 7,219
2001 35,129
2002 38,422
2003 42,029
2004 46,303
2005 and later years 12,125,271
$12,294,373
6. Limited Distributions to Partner
Limited distributions payable from funds provided by rental operations of the
Property Partnerships are limited by the Loan Agreements to eight percent per
year of the Property Partnerships' initial equity, as determined by the RHS.
Current RHS regulations limit the distribution payments in any year to a maximum
of the annual distribution for the current year and the prior year. Distribution
payments are also subject to approval by RHS. Prerequisites to limited
distributions being paid by each Property Partnership are: (a) funding of the
reserve account must be current and (b) the mortgage note must be current.
7. Assessments Payable
In September, 1995 the city of Winslow issued a L.I.D. assessment for Blue
Heron's share of street and utility improvements in the amount of $68,569. The
assessment is payable in 10 equal annual installments together with interest at
the rate of 6.25 percent. At December 31, 1999, the fair value of the L.I.D.
assessment approximates the amount recorded in the financial statements.
<PAGE>
(Unaudited)
Principal payments on the assessment for the next 5 years are as follows:
Year Amounts
2000 6,857
2001 6,857
2002 6,857
2003 6,857
2004 6,857
2005 6,856
$41,141
8. Contingency
The Partnership has ceased accrual of the annual partnership administration fee,
payable in part to the general partner. Management has determined that the
source of payent, a future sale or refinance of one or more of the Property
Partnerships, may not be sufficient to pay fees accrued in excess of the
$544,540 payable at December 31. 1996. Management has elected to treat fees for
years subsequent to 1996 as a contingent liability. At December 31, 1999 and
1998 the contingent liability for partnership administration fees totaled
$223,551 and $149,034, respectively.
9. Guarantees
Each of the DGP's has made certain guarantees to the respective Property
Partnership which include the following: (i) the rental property will be
completed in accordance with the approved plans and specifications; (ii) they
will fund construction cost overruns; (iii) they will fund operating deficits of
the rental property through December 31, 1991 or 1992, by providing
interest-free loans to the Property Partnership amounting to between $30,000 and
$50,000; and, (iv) they will compensate the Partnership in the event the actual
low-income housing tax credit is less than 85% to 90% of the available credit.
Advances made pursuant to this guarantee shall be repayable from proceeds of
future sale or dissolution.
Item 2. Management's Discussion and Analysis
Assisted Housing Fund L.P. I (the Partnership) is a limited partnership
organized under the laws of the state of Washington.
The Partnership has invested as a limited partner in eleven other limited
partnerships (Property Partnerships) which develop, own, and operate residential
apartment complexes which benefit from some form of federal assistance programs
and which qualify for low-income housing credits (Tax Credits) pursuant to the
Internal Revenue Code by the Tax Reform Act of 1986.
The Partnership's general partner is Murphey Favre Properties, Inc., (MFP), a
wholly-owned subsidiary of WM Financial, Inc. which is a wholly-owned subsidiary
of Washington Mutual Bank (WMB).
The Partnership completed its public offering of units of limited partnership on
April 14, 1989 with proceeds totaling $3,511,000 through the sale of 703 units.
There are 332 limited partners and one General Partner in the Partnership.
Each Property Partnership has, as its general partner, one or more individuals
or an entity not affiliated with the Partnership or MFP. In accordance with the
Partnership Agreements under which such entities are organized, the Partnership
depends on the DGP's for the management of each Property Partnership.
<PAGE>
(Unaudited)
During the quarter, management's emphasis was on the continued operation of
eleven properties placed in service. At September 30, 2000, five properties were
100% occupied, five properties were between 83% and 97% occupied, and one
property was 68% occupied.
The two properties with the lowest occupancy, located in Michigan and Wisconsin,
will continue to be closely monitored by management.
Results of Operations
On a consolidated basis, net income before depreciation and amortization for the
third quarter 2000 was $40,602 compared with net income before depreciation and
amortization in the third quarter of 1999 of $7,653. Rental revenues for the
third quarter of 2000 were up 3.5% from the third quarter 1999 while the third
quarter 2000 expenses including depreciation were up 1.0% from the third quarter
1999.
Liquidity and Capital Resources
The Partnership completed its public offering of units of limited partnership on
April 14, 1989, with proceeds totaling $3,511,000 from 339 limited partners. The
Partnership invested $2,542,000 of offering proceeds in eleven Property
Partnerships.
Offering proceeds equal to $175,750 were reserved by the Partnership to fund its
operating expenses. As of September 30, 2000, the cash reserves of the
Partnership totaled $13,036. It is expected that the Partnership will draw on
the reserves in future quarters to fund accounting and other operating expenses
of the Partnership. Nominal cash distributions from the Property Partnerships
will supplement the cash reserves. It is expected that all cash distributions
received from the Property Partnerships will be used to defray the operating
expenses of the Partnership and thus it is not likely any distribution will be
made to the limited partners.
The Partnership is not required to fund additional amounts to the Property
Partnerships based on each Property Partnership agreement. Additionally, each
Property Partnership is operated as an individual project, and without any
contractual arrangements of any kind between the Property Partnerships. In the
third quarter 2000, two properties generated deficit cash flow and nine
generated positive cash flow. The deficits were funded by cash reserves of the
Property Partnerships.
Included in cash deposits on the consolidated balance sheets were $13,036 and
$25,101, held as deposits by the Partnership in Washington Mutual Bank accounts
as of September 30, 2000 and December 31, 1999, respectively. Washington Mutual
Bank is affiliated with MFP, the general partner of the Partnership.
There are no additional acquisitions nor any dispositions planned.
Impact of Year 2000
There was no significant impact from consequences of the Year 2000 to the
Partnership or the Property Partnerships. Management will continue to monitor
throughout he remainder of 2000.
<PAGE>
PART II. OTHER INFORMATION
Except for the disclosures set forth below, all items under Part II are
inapplicable or have a negative response and are therefore omitted.
Item 6. Exhibits and Reports on Form 10-Q
a.) Listing of Exhibits.
Exhibit Incorporated by
No. Reference From
3 Certificate of Exhibit C to Form S-11
Limited Partnership Registration Statement
No. 91.1391150
10 Material Contracts Exhibit 10 to Form 10-K
filed for year ended
December 31, 1989
13 Annual Report to Exhibit 13 to Form 10-K
Security Holders filed for year ended
December 31, 1999
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated this ___th day of November, 2000.
Assisted Housing Fund L.P. I
By: Murphey Favre Properties, Inc.
Its Managing General Partner
Herbert F. Fox, Vice President /s/
Herbert F. Fox, Vice President
and Principal Financial Officer
