TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES

9 Months Ended

Sep. 30, 2013

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, 2013, 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 “Base Fee”). The PMA also provides that the Partnership is responsible for reimbursement of the General Partner for office rent and related office overhead (collectively, the “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, 2013, the minimum annual Base Fee and the maximum Expense reimbursement increased by 2.07% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2013, the minimum monthly Base Fee paid by the Partnership was raised to $21,578 and the maximum monthly Expense reimbursement was increased to $1,741.

For purposes of computing the four percent overall fees 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 2013 and 2012 of $0 and $40, 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 nine month periods ended September 30, 2013 and 2012 are as follows:

	Incurred for the		Incurred for the		Incurred for the		Incurred for the
	Three Month		Three Month		Nine Month		Nine Month
	Period ended		Period ended		Period ended		Period ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
General Partner
Management fees	$	64,734	$	63,420	$	193,326	$	188,924
Restoration fees		0		0		0		40
Overhead allowance		5,223		5,115		15,597		15,241
Other outsourced administrative fees		525		0		5,475		6,200
Leasing Commission		6,160		0		6,160		0
Sales Commission		0		0		16,296		0
Reimbursement for out-of-pocket expenses		1,240		1,369		4,164		5,237
Cash distribution		1,146		1,102		2,949		1,546
	$	79,028	$	71,006	$	243,967	$	217,188

At September 30, 2013 and December 31, 2012, $1,146 and $1,332, respectively, was payable to the General Partner.

As of September 30, 2013 and December 31, 2012, 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 September 30, 2013, 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 holding any Limited Partnership Interests:

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 September 30, 2013.