Transactions with General Partner and Its Affiliates

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES

6. TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES:

Pursuant to the terms of the Permanent Manager Agreement (“PMA”) executed in 1993 and renewed for an additional two year term as of January 1, 2011, the General Partner receives a Base Fee for managing the Partnership equal to four percent of gross receipts, subject to an initial annual minimum amount of $159,000. The PMA also provides that the Partnership is responsible for reimbursement of the General Partner for office rent and related office overhead (“Expenses”) up to an initial annual maximum of $13,250. Both the Base Fee and Expense reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2012, the minimum annual Base Fee and the maximum Expense reimbursement increased by 3.16% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2012, the minimum monthly Base Fee paid by the Partnership was raised to $21,140 and the maximum monthly Expense reimbursement was increased to $1,705.

For purposes of computing the four percent overall fee paid to the General Partner, gross receipts include amounts recovered in connection with the misappropriation of assets by the former general partners and their affiliates. To date, TPG has received fees from the Partnership totaling $59,729 on the amounts recovered, which includes restoration fees received for 2012 and 2011 of $40 and $124, respectively. The fee received from the Partnership on the amounts recovered reduces the minimum monthly Base Fee by that same amount.

Amounts paid and/or accrued to the General Partner and its affiliates for the three and six month periods ended June 30, 2012 and 2011 are as follows:

	Incurred for the Three Month Period ended June 30, 2012		Incurred for the Three Month Period ended June 30, 2011		Incurred for the Six Month Period ended June 30, 2012		Incurred for the Six Month Period ended June 30, 2011
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
General Partner
Management fees	$	63,420	$	61,352	$	125,504	$	122,041
Restoration fees		0		124		40		249
Overhead allowance		5,115		4,959		10,126		9,864
Other outsourced administrative fees		4,400		0		6,200		0
Lease Commissions		0		5,346		0		5,346
Reimbursement for out-of-pocket expenses		2,033		1,682		3,868		3,019
Cash distribution		227		459		444		712
	$	75,195	$	73,922	$	146,182	$	141,231

At June 30, 2012 and December 31, 2011, $227 and $1,757, respectively, was payable to the General Partner.

As of June 30, 2012 and December 31, 2011, TPG Finance Corp. owned 200 limited partnership units of the Partnership. The President of the General Partner, Bruce A. Provo, is also the President of TPG Finance Corp., but he is not a shareholder of TPG Finance Corp.

As of June 30, 2012, the General Partner did not own any Limited Partnership Interests in the Partnership. The following chart identifies the security ownership of the Partnership’s principal executive officer and principal financial officer as the sole named executive officer:

Title of Class	Name of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership			Percentage of Interests Outstanding(4)
Limited Partnership Interest	Bruce A. Provo		200	(2)(3)		0.43	%

(1) A beneficial owner of a security includes a person who, directly or indirectly, has or shares voting or investment power with respect to such security. Voting power is the power to vote or direct the voting of the security and investment power is the power to dispose or direct the disposition of the security.

(2) Bruce A. Provo is deemed to have beneficial ownership of all of TPG Finance Corp.’s Limited Partnership interests in the Partnership due to his control as President of TPG Finance Corp.

(3) Bruce A. Provo may be deemed to beneficially own with such voting and investment power the Interests listed above.

(4) Based on 46,280.3 Limited Partnership Interests outstanding as of June 30, 2012.