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 March 31, 2004
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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
0-26216
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CNL Income Fund XV, Ltd.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3198888
- ---------------------------------------- --------------------------
(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 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 9
Part II
Other Information 10-11
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 19,653,960 $ 19,730,205
Net investment in direct financing leases 2,318,498 2,336,717
Real estate held for sale 1,405,962 2,941,065
Investment in joint ventures 5,749,536 5,776,721
Cash and cash equivalents 3,466,014 1,446,341
Receivables 271,981 310,398
Accrued rental income less allowance for doubtful
accounts of $4,410 and $27,005, respectively, 1,760,744 1,731,269
Other assets 32,226 38,255
---------------- ---------------
$ 34,658,921 $ 34,310,971
================ ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 52,584 $ 15,983
Real estate taxes payable 5,467 9,590
Distributions payable 800,000 800,000
Due to related parties 40,019 16,989
Rents paid in advance and deposits 143,799 178,746
---------------- ----------------
Total liabilities 1,041,869 1,021,308
Commitment (Note 4)
Partners' capital 33,617,052 33,289,663
---------------- ----------------
$ 34,658,921 $ 34,310,971
================ ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
--------------- ---------------
Revenues:
Rental income from operating leases $ 594,583 $ 600,736
Earned income from direct financing leases 69,089 71,156
Contingent rental income 1,074 297
Interest and other income 1,026 1,437
--------------- ---------------
665,772 673,626
--------------- ---------------
Expenses:
General operating and administrative 115,436 82,276
Property related 165 2,846
Management fees to related parties 9,145 8,995
State and other taxes 45,166 38,343
Depreciation and amortization 76,983 80,034
--------------- ---------------
246,895 212,494
--------------- ---------------
Income before equity in earnings of unconsolidated
joint ventures 418,877 461,132
Equity in earnings of unconsolidated joint ventures 130,788 109,281
--------------- ---------------
Income from continuing operations 549,665 570,413
--------------- ---------------
Discontinued operations:
Income from discontinued operations 75,930 97,561
Gain on disposal of discontinued operations 501,794 --
--------------- ---------------
577,724 97,561
--------------- ---------------
Net income $ 1,127,389 $ 667,974
=============== ===============
Income per limited partner unit:
Continuing operations $ 0.14 $ 0.14
Discontinued operations 0.14 0.03
--------------- ---------------
$ 0.28 $ 0.17
=============== ===============
Weighted average number of limited
partner units outstanding 4,000,000 4,000,000
=============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2004 2003
---------------- ----------------
General partners:
Beginning balance $ 174,788 $ 174,788
Net income -- --
---------------- ----------------
174,788 174,788
---------------- ----------------
Limited partners:
Beginning balance 33,114,875 33,459,848
Net income 1,127,389 2,855,027
Distributions ($0.20 and $0.80 per limited
partner unit, respectively) (800,000) (3,200,000)
---------------- ----------------
33,442,264 33,114,875
---------------- ----------------
Total partners' capital $ 33,617,052 $ 33,289,663
================ ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
-------------- --------------
Net cash provided by operating activities $ 783,886 $ 776,437
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of assets 2,035,787 --
-------------- --------------
Net cash provided by investing activities 2,035,787 --
-------------- --------------
Cash flows from financing activities:
Distributions to limited partners (800,000) (900,000)
-------------- --------------
Net cash used in financing activities (800,000) (900,000)
-------------- --------------
Net increase (decrease) in cash and cash equivalents 2,019,673 (123,563)
Cash and cash equivalents at beginning of quarter 1,446,341 2,317,004
-------------- --------------
Cash and cash equivalents at end of quarter $ 3,466,014 $ 2,193,441
============== ==============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
quarter $ 800,000 $ 800,000
============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
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 ended March 31, 2004, may not be indicative of
the results that may be expected for the year ending December 31, 2004.
Amounts as of December 31, 2003, 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 XV, Ltd. (the "Partnership") for the year ended December
31, 2003.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have interests
in variable interest entities for periods ending after March 15, 2004.
The Partnership has adopted FIN 46R as of March 31, 2004. The
Partnership was not the primary beneficiary of a variable interest
entity at the time of adoption of FIN 46R, therefore the adoption had
no effect on the balance sheet, partners' capital or net income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations
During 2003, the Partnership identified for sale three properties that
were classified as discontinued operations in the accompanying
financial statements. The Partnership sold the property in
Bartlesville, Oklahoma in June 2003. During the quarter ended March 31,
2004, the Partnership identified two additional properties for sale.
The assets were reclassified from real estate properties with operating
leases and net investment in direct financing leases to real estate
held for sale and were recorded at the lower of their carrying amount
or fair value less cost to sell. In March 2004, the Partnership sold
the properties in Piney Flats, Tennessee and Huntsville, Texas to
separate third parties and received aggregate net sales proceeds of
approximately $2,035,800 resulting in a gain on disposal of
discontinued operations of approximately $501,800.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations - Continued
The operating results of these properties reflected as discontinued
operations are as follows:
Quarter Ended March 31,
2004 2003
-------------- ----------------
Rental revenues $ 78,581 $ 105,685
Expenses (2,651) (8,124)
-------------- ----------------
Income from discontinued operations $ 75,930 $ 97,561
============== ================
4. Commitments
In January and March 2004, the Partnership entered into agreements with
separate third parties to sell the properties in Cookeville, Tennessee
and Columbia, South Carolina, respectively.
5. Subsequent Event
In April 2004, the Partnership sold the property in Cookeville,
Tennessee for approximately $932,400 and received net sales proceeds of
approximately $909,800 resulting in a gain of approximately $149,100,
which will be recognized in the second quarter of 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund XV, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on September 2, 1993, to acquire for cash, either
directly or through joint venture and tenancy in common arrangements, both newly
constructed and existing restaurants, as well as land 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 generally are triple-net leases, with the lessee responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of March
31, 2003, the Partnership owned 36 Properties directly and ten Properties
indirectly through joint venture or tenancy in common arrangements. As of March
31, 2004, the Partnership owned 33 Properties directly and twelve Properties
indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Net cash provided by operating activities was $783,886 and $776,437 for
the quarters ended March 31, 2004 and 2003, respectively.
During the quarter ended March 31, 2004, the Partnership sold its
Properties in Huntsville, Texas and Piney Flats, Tennessee to separate third
parties and received aggregate net sales proceeds of approximately $2,035,800
resulting in an aggregate gain on disposal of discontinued operations of
approximately $501,800. The general partners intend to reinvest the net sales
proceeds in additional Properties or to pay liabilities.
At March 31, 2004, the Partnership had $3,466,014 in cash and cash
equivalents, as compared to $1,446,341 at December 31, 2003. At March 31, 2004,
these funds were held in a demand deposit account at a commercial bank. The
increase in cash and cash equivalents at March 31, 2004 is due to the fact that
the Partnership has held net sales proceeds from the sales of the Properties in
Piney Flats, Tennessee and Huntsville, Texas. The funds remaining at March 31,
2004, after payment of distributions and other liabilities, will be used to
invest in additional Properties and to meet the Partnership's working capital
needs.
In January 2004, the Partnership entered into an agreement with a third
party to sell its Property in Cookeville, Tennessee. In April 2004, the
Partnership sold the Property and received net sales proceeds of approximately
$909,800 resulting in a gain on disposal of discontinued operations of
approximately $149,100 which will be recognized in the second quarter of 2004.
The general partners intend to reinvest the net sales proceeds in an additional
Property or to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally 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 such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to limited partners of $800,000 for each of the quarters
ended March 31, 2004 and 2003. This represents distributions for each applicable
quarter of $0.20 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2004 and 2003. No amounts distributed to the
limited partners for the quarters ended March 31, 2004 and 2003 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 $1,041,869 at
March 31, 2004, as compared to $1,021,308 at December 31, 2003. The increase was
primarily due an increase in accounts payable and accrued expenses and amounts
due to related parties, which was partially offset by a decrease in rents paid
in advance and deposits. The general partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.
Contractual Obligations, Contingent Liabilities, and Commitments
In January and March 2004, the Partnership entered into separate
agreements to sell the Properties in Cookeville, Tennessee and Columbia, South
Carolina, respectively. In April 2004, the Partnership sold the Property in
Cookeville, Tennessee. As of May 3, 2004, the Partnership had not sold the
Property in Columbia, South Carolina.
The Partnership has no contractual obligations or contingent
liabilities as of March 31, 2004.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Rental revenues from continuing operations were $663,672 during the
quarter ended March 31, 2004, as compared to $671,892 during the same period of
2003. In March 2004, the Partnership entered into an agreement, effective
January 2004, to provide temporary and partial rent deferral to a tenant who is
experiencing liquidity difficulties. The Partnership anticipates that deferring
a portion of monthly rent through December 2004 on the one lease the tenant has
with the Partnership will provide the necessary relief to the tenant. Rental
payment terms revert to the original terms beginning in January 2005. Repayment
of the deferred amounts is secured by letters of credit and scheduled to begin
in January 2005 and continue for 60 months. The general partners do not believe
that this temporary decline in cash flows will have a material adverse effect on
the operating results of the Partnership.
The Partnership earned $130,788 attributable to net income earned by
unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $109,281 during the same period of 2003. The increase in net income
earned by unconsolidated joint ventures was primarily due to the fact that in
November 2003, the Partnership invested in a Property in Tucker, Georgia with
CNL Income Fund X, Ltd., CNL Income Fund XIII, Ltd. and CNL Income Fund XIV,
Ltd. as tenants-in-common, and in a Property in Dalton, Georgia with CNL Income
Fund VI, Ltd., CNL Income Fund XI, Ltd., and CNL Income Fund XVI, Ltd. Each of
the CNL Income Funds is a Florida limited partnership pursuant to the laws of
the state of Florida and an affiliate of the general partners.
Operating expenses, including depreciation and amortization expense,
were $246,895 during the quarter ended March 31, 2004, as compared to $212,494
during the same period of 2003. The increase in operating expenses during the
quarter ended March 31, 2004, was primarily due to the Partnership incurring
additional general operating and administrative expenses, including legal fees.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $97,561 during the quarter ended
March 31, 2003, relating to the Properties in Bartlesville, Oklahoma; Piney
Flats and Cookeville, Tennessee; Huntsville, Texas; and Columbia, South
Carolina. The Partnership sold the Bartlesville, Oklahoma Property in June 2003.
The Partnership recognized income from discontinued operations of $75,930 during
the quarter ended March 31, 2004. The Partnership sold the Piney Flats,
Tennessee and Huntsville, Texas Properties in March 2004 and recorded an
aggregate gain on disposal of discontinued operations of approximately $501,800.
As of May 3, 2004, the Partnership had not sold the Property in Columbia, South
Carolina.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. The Partnership has adopted FIN 46R as of March 31,
2004. The Partnership was not the primary beneficiary of a variable interest
entity at the time of adoption of FIN 46R, therefore the adoption had no effect
on the balance sheet, partners' capital or net income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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 XV, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.1 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
March 30, 1995, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 30, 1995, 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 30, 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 Fund
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 7, 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 entered
March 31, 2004.
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 11th day of May, 2004.
CNL INCOME FUND XV, 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 XV, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.1 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
March 30, 1995, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 30, 1995, 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 30, 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 Fund
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 7, 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
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