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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 quarterly period ended June 30, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from ___________________ to ________________________
Commission file number
0-21558
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CNL Income Fund XII, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3078856
- ------------------------------------ -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
-------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 ____ ---------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X
CONTENTS
Part I Page
----
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 8
Item 4. Controls and Procedures 8
Part II
Other Information 9-10
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 23,435,714 $ 22,884,036
Net investment in direct financing leases 7,056,074 7,958,519
Investment in joint ventures 4,396,570 4,434,559
Cash and cash equivalents 1,133,886 1,263,592
Certificates of deposit 548,268 541,162
Receivables, less allowance for doubtful accounts
of $104,495 and $49,248, respectively 11,787 460
Accrued rental income, less allowance for doubtful
accounts of $9,061 in 2003 and 2002 2,693,978 2,675,582
Other assets 66,597 69,794
------------------ -------------------
$ 39,342,874 $ 39,827,704
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 23,521 $ 7,127
Real estate taxes payable 28,352 18,488
Distributions payable 956,252 1,068,752
Due to related parties 19,766 20,984
Rents paid in advance and deposits 140,970 224,979
------------------ -------------------
Total liabilities 1,168,861 1,340,330
Partners' capital 38,174,013 38,487,374
------------------ -------------------
$ 39,342,874 $ 39,827,704
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- ---------------- -------------- ----------------
Revenues:
Rental income from operating leases $ 728,890 $ 674,787 $ 1,448,686 $ 1,358,504
Earned income from direct financing leases 200,418 236,757 410,169 460,412
Contingent rental income 10,858 7,896 16,022 14,214
Interest and other income 7,263 10,503 15,177 14,124
------------- ---------------- -------------- ----------------
947,429 929,943 1,890,054 1,847,254
------------- ---------------- -------------- ----------------
Expenses:
General operating and administrative 67,808 77,724 153,733 167,466
Property related 6,318 11,199 23,960 18,018
Management fees to related parties 11,220 11,473 22,028 21,899
State and other taxes -- 446 42,995 49,763
Depreciation and amortization 127,721 110,394 252,131 218,786
------------- ---------------- -------------- ----------------
213,067 211,236 494,847 475,932
------------- ---------------- -------------- ----------------
Income Before Equity in Earnings of Joint
Ventures 734,362 718,707 1,395,207 1,371,322
Equity in Earnings of Joint Ventures 101,662 104,279 203,936 206,215
--------------- ---------------- -------------- ----------------
Income from Continuing Operations 836,024 822,986 1,599,143 1,577,537
------------- ---------------- -------------- ----------------
Discontinued Operations:
Income from discontinued operations -- 19,828 -- 56,869
Gain on disposal of discontinued operations -- 334,000 -- 334,000
------------- ---------------- -------------- ----------------
-- 353,828 -- 390,869
------------- ---------------- -------------- ----------------
Net Income $ 836,024 $ 1,176,814 $ 1,599,143 $ 1,968,406
============= ================ ============== ================
Income Per Limited Partner Unit
Continuing operations $ 0.19 $ 0.18 $ 0.36 $ 0.35
Discontinued operations -- 0.08 -- 0.09
------------- ---------------- -------------- ----------------
$ 0.19 $ 0.26 $ 0.36 $ 0.44
============= ================ ============== ================
Weighted Average Number of Limited
Partner Units Outstanding 4,500,000 4,500,000 4,500,000 4,500,000
============= ================ ============== ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2003 2002
-------------------- ------------------
General partners:
Beginning balance $ 259,109 $ 259,109
Net income -- --
-------------------- ------------------
259,109 259,109
-------------------- ------------------
Limited partners:
Beginning balance 38,228,265 38,390,217
Net income 1,599,143 3,775,556
Distributions ($0.43 and $0.88 per
limited partner unit, respectively) (1,912,504 ) (3,937,508 )
-------------------- ------------------
37,914,904 38,228,265
-------------------- ------------------
Total partners' capital $ 38,174,013 $ 38,487,374
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
---------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,895,298 $ 1,815,495
---------------- ---------------
Cash Flows from Investing Activities:
Additions to real estate properties with
operating leases -- (1,287,713 )
Proceeds from sale of assets -- 1,248,203
---------------- ---------------
Net cash used in investing activities -- (39,510 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,025,004 ) (1,912,504 )
---------------- ---------------
Net cash used in financing activities (2,025,004 ) (1,912,504 )
---------------- ---------------
Net Decrease in Cash and Cash Equivalents (129,706 ) (136,519 )
Cash and Cash Equivalents at Beginning of Period 1,263,592 1,281,855
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,133,886 $ 1,145,336
================ ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 956,252 $ 956,252
================ ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements 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. The financial statements reflect all
adjustments, consisting of normal recurring adjustments, which are, in the
opinion of the general partners, necessary for a fair statement of the
results for the interim periods presented. Operating results for the
quarter and six months ended June 30, 2003, may not be indicative of the
results that may be expected for the year ending December 31, 2003. Amounts
as of December 31, 2002, included in the financial statements, have been
derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with the
financial statements and notes thereto included in Form 10-K of CNL Income
Fund XII, Ltd. (the "Partnership") for the year ended December 31, 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include
the assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with
variable interest entities (more commonly referred to as special-purpose
entities or off-balance sheet structures), FIN 46 requires that a variable
interest entity be consolidated by a company if that company is subject to
a majority risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both.
Prior to FIN 46, a company generally included another entity in its
consolidated financial statements only if it controlled the entity through
voting interests. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003,
and to older entities, in the first fiscal year or interim period beginning
after June 15, 2003. The general partners believe adoption of this standard
may result in either consolidation or additional disclosure requirements
with respect to the Partnership's unconsolidated joint ventures, which are
currently accounted for under the equity method. However, such
consolidation is not expected to significantly impact the Partnership's
results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications had
no effect on total partners' capital or net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund XII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 20, 1991, to acquire for cash, either
directly or through joint venture and tenancy in common arrangements, both newly
constructed and existing restaurants, as well as Properties upon which
restaurants were to be constructed (the "Properties"), which are leased
primarily to operators of national and regional fast-food and family-style
restaurant chains. The leases are generally triple-net leases, with the lessees
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of June 30, 2003 and 2002, the Partnership owned 41 Properties
directly and owned seven Properties indirectly through joint venture or tenancy
in common arrangements.
Capital Resources
For the six months ended June 30, 2003 and 2002, cash from operating
activities was $1,895,298 and $1,815,495, respectively. At June 30, 2003, the
Partnership had $1,133,886 in cash and cash equivalents, as compared to
$1,263,592 at December 31, 2002. At June 30, 2003, these funds were held in
demand deposit accounts at commercial banks. The decrease in cash and cash
equivalents at June 30, 2003 was primarily the result of the Partnership making
a special distribution to the limited partners in 2003, which was accrued at
December 31, 2002, of $112,500 of cumulative excess operating reserves. The
funds remaining at June 30, 2003 will be used to pay distributions and other
liabilities of the Partnership.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who meet specified
financial standards minimizes the Partnership's operating expenses. The general
partners believe that the leases will continue to generate cash flow in excess
of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that funds are available for distribution. Based
on current and future anticipated cash from operations the Partnership declared
distributions to the limited partners of $1,912,504 for each of the six months
ended June 30, 2003 and 2002 ($956,252 for each applicable quarter.) This
represents distributions for each of the six months of $0.43 per unit ($0.21per
unit for each applicable quarter). No distributions were made to the general
partners for the quarters and six months ended June 30, 2003 and 2002. No
amounts distributed to the limited partners for the six months ended June 30,
2003 and 2002 are required to be or have been treated by the Partnership as a
return of capital for purposes of calculating the limited partners' return on
their adjusted capital contributions. The Partnership intends to continue to
make distributions of cash available for distribution to the limited partners on
a quarterly basis.
Total liabilities, including distributions payable, were $1,168,861 at
June 30, 2003, as compared to $1,340,330 at December 31, 2002. The decrease in
liabilities was primarily the result of the payment of a special distribution to
the limited partners during the six months ended June 30, 2003, that was accrued
at December 31, 2002. The special distribution of $112,500 represented
cumulative excess operating reserves. The decrease in liabilities during the six
months ended June 30, 2003 was also due to a decrease in rents paid in advance
and deposits. The decrease was partially offset by an increase in accounts
payable and real estate taxes payable. Total liabilities at June 30, 2003, to
the extent they exceed cash and cash equivalents at June 30, 2003, will be paid
from future cash from operations, and in the event the general partners elect to
make additional contributions, from general partners' contributions.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,858,855 during the six months ended June
30, 2003, as compared to $1,818,916 during the same period of 2002, $929,308 and
$911,544 of which were earned during the second quarter of 2003 and 2002,
respectively. Rental revenues increased during the quarter and six months ended
June 30, 2003 because the Partnership acquired a Property in San Antonio, Texas
in June 2002 and a Property in Clive, Iowa in September 2002. The increase in
rental revenues during 2003 was partially offset because Castles in the Sky,
LLC, a tenant of the Partnership, experienced financial difficulties and ceased
making rental payments to the Partnership in October 2002. As a result, the
Partnership stopped recording rental revenue relating to this Property located
in Tempe, Arizona. The lost revenues from this Property will have an adverse
effect on the results of operations of the Partnership if the Partnership is not
able to sell or re-lease the Property in a timely manner. The Partnership is
currently seeking a replacement tenant or purchaser for the Property.
The Partnership also earned $203,936 attributable to net income earned
by joint ventures during the six months ended June 30, 2003, as compared to
$206,215 during the same period of 2002, $101,662 and $104,279 of which were
earned during the quarters ended June 30, 2003 and 2002, respectively. Net
income earned by joint ventures during the six months ended June 30, 2003, as
compared to the same period of 2002, remained constant as there was no change in
the leased Property portfolio owned by the joint ventures and tenancies in
common.
Operating expenses, including depreciation and amortization expense,
were $494,847 during the six months ended June 30, 2003, as compared to $475,932
during the same period of 2002, $213,067 and $211,236 of which were incurred
during the quarters ended June 30, 2003 and 2002, respectively. The increase in
operating expenses during the quarter and six months ended June 30, 2003 was
primarily attributable to an increase in depreciation expense as a result of the
acquisition of the Properties in San Antonio, Texas and Clive, Iowa, as
described above. In addition, operating expenses increased because the
Partnership incurred property related expenses such as legal fees, repairs and
maintenance and real estate taxes for the Property in Tempe, Arizona. The tenant
of the Property experienced financial difficulties and ceased making rental
payments to the Partnership in October 2002. The Partnership expects to continue
to incur operating expenses relating to the Property until the Property is sold
or re-leased. The Partnership is currently seeking a replacement tenant or
purchaser for the Property. The increase in operating expenses during 2003 was
partially offset by a decrease in the costs incurred for administrative expenses
for servicing the Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties that were classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized net rental income
from discontinued operations (rental revenues less property related expenses) of
$19,828 and $56,869 during the quarter and six months ended June 30, 2002,
respectively, relating to these Properties. In April 2002, the Partnership sold
its Property in Arlington, Texas resulting in a gain on disposal of discontinued
operations of $334,000. The Partnership sold the Property in Valdosta, Georgia
in August 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003, and to older entities, in the first fiscal year or
interim period beginning after June 15, 2003. The general partners believe
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method. However,
such consolidation is not expected to significantly impact the Partnership's
results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-43278-01 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-43278-01 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XII, Ltd. (Included
as Exhibit 4.2 to Form 10-K filed with the
Securities and Exchange Commission on April 15,
1993, and incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XII,
Ltd. and CNL Investment Company (Included as
Exhibit 10.1 to Form 10-K filed with the Securities
and Exchange Commission on April 15, 1993, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors,
Inc. (Included as Exhibit 10.2 to Form 10-K filed
with the Securities and Exchange Commission on
March 31, 1995, and incorporated herein by
reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with
the Securities and Exchange Commission on April 1,
1996, and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL
Advisors, Inc. to CNL APF Partners, LP. (Included
as Exhibit 10.4 to Form 10-Q filed with the
Securities and Exchange Commission on August 13,
2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc.
(Included as Exhibit 10.5 to Form 10-Q filed with
the Securities and Exchange Commission on August
13, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to Rule 13a-14
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to Rule 13a-14
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
June 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of August, 2003.
CNL INCOME FUND XII, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
-----------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
-----------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-43278-01 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-43278-01 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XII, Ltd. (Included
as Exhibit 4.2 to Form 10-K filed with the
Securities and Exchange Commission on April 15,
1993, and incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XII,
Ltd. and CNL Investment Company (Included as
Exhibit 10.1 to Form 10-K filed with the Securities
and Exchange Commission on April 15, 1993, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors,
Inc. (Included as Exhibit 10.2 to Form 10-K filed
with the Securities and Exchange Commission on
March 31, 1995, and incorporated herein by
reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with
the Securities and Exchange Commission on April 1,
1996, and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL
Advisors, Inc. to CNL APF Partners, LP. (Included
as Exhibit 10.4 to Form 10-Q filed with the
Securities and Exchange Commission on August 13,
2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc.
(Included as Exhibit 10.5 to Form 10-Q filed with
the Securities and Exchange Commission on August
13, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to Rule 13a-14
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to Rule 13a-14
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2