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Transactions with General Partner and Its Affiliates

9 Months Ended

Sep. 30, 2017

Transactions with General Partner and Its Affiliates

5. 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, 2017, the General Partner receives a base fee (the “Base Fee”) for managing the Partnership equal to four percent of gross receipts, subject initially to a minimum annual Base Fee. 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 Expenses reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2017, the minimum annual Base Fee and the maximum Expenses reimbursement increased by 1.26% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2017, the minimum annual Base Fee paid by the Partnership was raised to $270,672 and the maximum annual Expenses reimbursement was increased to $21,840.

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. The fee received by the General Partner from the Partnership on any amounts recovered reduce the four percent minimum 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, 2017 and 2016 are as follows:

	Incurred for the		Incurred for the		Incurred for the		Incurred for the
	Three Months Ended September 30, 2017		Three Months Ended September 30, 2016		Nine Months Ended September 30, 2017		Nine Months Ended September 30, 2016
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
General Partner
Management fees	$	67,668	$	66,825	$	202,442	$	200,421
Overhead allowance		5,460		5,391		16,334		16,169
Leasing commissions		36,055		9,099		126,820		9,099
Reimbursement for out-of-pocket expenses		-		-		2,500		2,500
Cash distribution		1,009		1,252		1,513		1,764
	$	110,192	$	82,567	$	349,609	$	229,953

At September 30, 2017 and December 31, 2016, $1,009 and $1,242, respectively, was payable to the General Partner.

As of September 30, 2017 and December 31, 2016, TPG Finance Corp. owned 200 limited partnership interests 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, 2017, the General Partner did not own any limited partnership interests in the Partnership. The following table identifies the beneficial ownership of Mr. Provo, who controls the General Partner and performs the functions of the Partnership’s principal executive officer. Mr. Provo is the only person performing the function of an executive officer of the Partnership who beneficially owns any limited partnership interests.

Title of
Class

Name of

Beneficial Owner(1)

Amount and
Nature of
Beneficial
Ownership

Percentage of

Class

Outstanding(3)

Limited Partnership Interest

Bruce A. Provo

200 (2)

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)	Based on 46,280.3 limited partnership interests outstanding as of September 30, 2017.