UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended: June 30, 2008.
________________
/__/ 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: 33-26038
________
DSI REALTY INCOME FUND XI, A California Limited Partnership
__________________________________________________________________
(Exact name of registrant as specified in its charter)
California 33-0324161
__________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6700 E. Pacific Coast Hwy, Long Beach, California 90803
__________________________________________________________________
(Address of principal executive offices) (Zip Code)
(562)493-8881
__________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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 a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The issuer is a limited partnership. All 20,000 limited partnership units
originally sold for $500 per unit. There is no trading market for the limited
partnership units.
PART I - FINANCIAL INFORMATION
DSI REALTY INCOME FUND XI
(A Limited Partnership)
BALANCE SHEETS (UNAUDITED)
June 30, 2008 AND DECEMBER 31, 2007
June 30, December 31,
2008 2007
ASSETS
CASH AND CASH EQUIVALENTS $ 480,764 $ 470,456
PROPERTY,NET 2,699,822 2,874,304
OTHER ASSETS 134,912 145,491
---------- ----------
TOTAL $3,315,498 $3,490,251
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Distribution to Partners $202,020 $202,020
Property management fee payable 11,148 11,066
Customer deposits and
other liabilities 183,174 203,828
Capital lease obligation 41,527 59,204
-------- --------
Total liabilities 437,869 476,118
---------- ----------
PARTNERS' EQUITY (DEFICIT):
General Partners (60,891) (59,526)
Limited Partners (20,000
limited partnership units
outstanding at June 30,
2008 and December 31, 2007) 2,938,520 3,073,659
---------- ----------
Total partners' equity 2,877,629 3,014,133
---------- ----------
TOTAL $3,315,498 $3,490,251
========== ==========
See accompanying notes to financial statements (unaudited).
STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED June 30, 2008 AND 2007
June 30, June 30,
2008 2007
REVENUES:
Rental Income $ 540,033 $ 544,351
Ancillary operating revenue 39,541 38,587
Interest and other income 83 83
---------- ----------
Total revenues 579,657 583,021
EXPENSES:
Operating 364,269 328,037
General and administrative 80,133 80,958
---------- ----------
Total expenses 444,402 408,995
---------- ----------
INCOME BEFORE MINORITY
INTEREST IN INCOME OF
REAL ESTATE JOINT VENTURE 135,255 174,026
MINORITY INTEREST IN INCOME
OF REAL ESTATE JOINT VENTURE 0 0
---------- ----------
NET INCOME $ 135,255 $ 174,026
========== ==========
AGGREGATE NET INCOME ALLOCATED TO:
Limited partners $ 133,902 $ 172,286
General partners 1,353 1,740
---------- ----------
TOTAL $ 135,255 $ 174,026
========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 6.70 $ 8.61
========== ==========
LIMITED PARTNERSHIP UNITS
USED IN PER UNIT CALCULATION 20,000 20,000
====== ======
See accompanying notes to financial statements (unaudited).
STATEMENTS OF INCOME (UNAUDITED)
FOR THE SIX MONTHS ENDED June 30, 2008 AND 2007
June 30, June 30,
2008 2007
REVENUES:
Rental Income $1,084,571 $1,104,812
Ancillary operating revenue 77,571 75,942
Interest and other income 166 166
---------- ----------
Total revenues 1,162,308 1,180,920
EXPENSES:
Operating 749,832 652,931
General and administrative 144,940 145,315
---------- ----------
Total expenses 894,772 798,246
---------- ----------
INCOME BEFORE MINORITY
INTEREST IN INCOME OF
REAL ESTATE JOINT VENTURE 267,536 382,674
MINORITY INTEREST IN INCOME
OF REAL ESTATE JOINT VENTURE 0 0
---------- ----------
NET INCOME $ 267,536 $ 382,674
========== ==========
AGGREGATE NET INCOME ALLOCATED TO:
Limited partners $ 264,861 $ 378,847
General partners 2,675 3,827
---------- ----------
TOTAL $ 267,536 $ 382,674
========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 13.24 $ 18.94
========== ==========
LIMITED PARTNERSHIP UNITS
USED IN PER UNIT CALCULATION 20,000 20,000
====== ======
See accompanying notes to financial statements (unaudited).
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED)
FOR THE SIX MONTHS ENDED June 30, 2008
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
BALANCE AT JANUARY 1, 2008 ($59,526) $3,073,659 $3,014,133
NET INCOME 2,675 264,861 267,536
DISTRIBUTIONS (4,040) (400,000) (404,040)
-------- ---------- ----------
BALANCE AT June 30, 2008 ($60,891) $2,938,520 $2,877,629
======== ========== ==========
See accompanying notes to financial statements (unaudited).
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED June 30, 2008 AND 2007
June 30, June 30,
2008 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 267,536 $ 382,674
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 174,482 180,253
Changes in assets and liabilities:
Decrease(Increase) in other assets 10,579 (26,123)
Increase in property
management fee payable 82 202
(Decrease)increase in
customer deposits
and other liabilities (20,655) 3,368
--------- ---------
Net cash provided by
operating activities 432,024 540,374
CASH FLOWS FROM FINANCING ACTIVITIES -
Distributions to partners (404,040) (404,040)
Payment on capital
lease obligations (17,676) (14,052)
--------- ---------
Net cash used in
financing activities (421,716) (418,092)
--------- ---------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 10,308 122,282
CASH AND CASH EQUIVALENTS:
At beginning of period 470,456 475,705
--------- ---------
At end of period $ 480,764 $ 597,987
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INORMATION -
Cash paid for interest $ 2,141 $ 1,699
========= =========
NONCASH FINANCING ACTIVITIES -
Distributions due partners
included in partners' equity $ 404,040 $ 202,020
========= =========
See accompanying notes to financial statements (unaudited).
DSI REALTY INCOME FUND XI
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
DSI Realty Income Fund XI (the "Partnership"), a limited partnership, has
three general partners (DSI Properties, Inc., Robert J. Conway and
Joseph W. Conway) and limited partners owning 20,000 limited partnership
units. The Partnership was formed under the California Uniform Limited
Partnership Act for the primary purpose of acquiring and operating real
estate.
The Partnership has entered into four joint venture arrangements with
affiliates of Dahn Corporation ("Dahn"). The Partnership and its joint
venture partners have acquired four mini-storage properties located in
Whittier, California; Edgewater, New Jersey; Bloomingdale, Illinois; and
Sterling Heights, Michigan. The properties were acquired from Dahn.
Pursuant to the terms of each joint venture agreement, annual profits
(before depreciation) of each joint venture will be allocated to the Joint
Venture Partners on the basis of actual distributions received, while annual
losses (before depreciation) are to be allocated in proportion to the
ownership percentages as specified below. Cash distributions are to be
made to each Joint Venture Partner based upon each Joint Venture Partner's
ownership percentage. However, the Joint Venture Partners have subordinated
their rights to any distributions to the Partnership's receipt of an annual,
noncumulative, 8% return (7.75% for the Whittier Mini) from the operation
of the joint ventures. Requirements under the subordination agreement were
met during 2006, 2005 and 2004. A minority interest in real estate joint
venture is recorded to the extent of any distributions due to the Joint
Venture Partners. The Joint Venture Partners are also entitled to receive
a percentage, based upon a pre-determined formula, of the net proceeds from
the sale of the properties.
The accompanying interim financial statements have been prepared by the
Company's management in accordance with accounting principles generally
accepted in the United States of America ("GAAP") and in conjunction with
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures required for annual financial
statements have been condensed or excluded pursuant to SEC rules and regu-
lations. Accordingly, the interim financial statements do not include all
of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, the accompanying interim financial
statements reflect all adjustments of a normal and recurring nature which are
considered necessary for a fair presentation of the results for the interim
periods presented. However, the results of operations for the interim periods
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2008. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 2007.
2. PROPERTY
The Partnership holds a 90% interest in a joint venture that owns a mini-
storage facility in Whittier, California; an 85% interest in an operating
mini-storage in Edgewater Park, New Jersey; a 90% interest in an operating
mini-storage facility in Bloomingdale, Illinois; and a 75% interest in an
operating mini-storage in Sterling Heights, Michigan.
The total property cost and accumulated depreciation are as follows:
June 30, December 31,
2008 2007
Land $ 1,894,250 $ 1,894,250
Buildings and improvements 6,656,324 6,656,324
Rental trucks
under capital leases 163,382 163,382
------------ ------------
Total 8,713,956 8,713,956
Less: Accumulated Depreciation ( 6,014,134) (5,839,652)
------------ ------------
Property - Net $ 2,699,822 $ 2,874,304
============ ============
3. NET INCOME PER LIMITED PARTNERSHIP UNIT
Net income per limited partnership unit is calculated by dividing the
net income allocated to the limited partners by the number of limited
partnership units outstanding during the period.
4. ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNERS' INCENTIVE
MANAGEMENT FEE
Under the Agreement of limited Partnership, the general partners are to
be allocated 1% of the net profits or losses from operations, and the
limited partners are to be allocated the balance of the net profits or
losses from operations in proportion to their limited partnership
interests.
The General Partners are also entitled to receive a percentage, based on
a predetermined formula, of any cash distribution from the sale, other
disposition or refinancing of the project.
In addition, the General Partners are entitled to receive an incentive
management fee for supervising the operations of the Partnership. The
fee is to be paid in an amount equal to 9% per annum of the cash available
for distribution on a cumulative basis, calculated as cash generated from
operations less capital expenditures.
5. RELATED-PARTY TRANSACTIONS
The Partnership has entered into a management agreement with Dahn to
operate its mini-storage facilities. The management agreement provides
for a management fee equal to 6% of gross revenue from operations, which
is defined as the entire amount of all receipts from the renting or
leasing of storage compartments and sale of locks. The management
agreement is renewable annually. Dahn earned management fees equal to
$33,809 and $34,641 for the three month periods ended June 30, 2008
and 2007, respectively, $69,427 and $70,845 for the six month periods
ended June 30, 2008 and 2007, respectively. Amounts payable to Dahn at
June 30, 2008 and December 31, 2007, were $11,147 and $11,066, respectively.
In 2004, the Partnership entered into truck lease agreements with KMD
Trucks, LLC ("KMD"). The president of Dahn, Brian Dahn, is also a
member of KMD. Trucks are leased under 48-month leases with total
monthly payments in the amount of $3,750.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
We are pleased to enclose the Partnership's unaudited financial statements
for the period ended June 30, 2008. The following is Management's
discussion and analysis of the Partnership's financial condition and
results of its operations.
For the three-month periods ended June 30, 2008 and 2007, total revenues
decreased 0.6% from $583,021 to $579,657 and total expenses increased 8.7%
from $408,995 to $444,402. As a result, net income decreased 22.3% from
$174,026 for the three-month period ended June 30, 2007, to $135,255 for
the same period in 2008. Total revenue remained constant. Occupancy
levels for the Partnership's four mini-storage facilities averaged 81.3%
for the three-month period ended June 30, 2008 as compared to 80.5% for
the same period in 2007. The Partnership is continuing its marketing
efforts to attract and keep new tenats in its various mini-storage facili-
ties. Operating expenses increased approximately $36,200 11.0% primarily
as a result of increases in maintenance and repair and salaries and wages
expenses, partially offset by a decrease in office supplies expense.
General and administrative expenses remained constant.
For the six-month periods ended June 30, 2008, and 2007, total revenues
decreased 1.6% from $1,180,920 to $1,162,308 and total expenses increased
12.1% from $798,246 to $894,772. As a result, net income decreased 30.1%
from $382,674 for the six-month period ended June 30, 2007, to $267,536
for the same period in 2008. Revenue decreased as a result of lower rental
income. Occupancy levels for the Partnership's four mini-storage facili-
ties averaged 80.7% for the six-month period ended June 30, 2008 as compared
to 79.8% for the same period in 2007. Operating expenses increased approx-
imately $96,900 14.8% primarily as a result of increases in advertising,
maintenance and repair, salaries and wages and depreciation expenses,
partially offset by a decrease in office supplies expense. General and
administrative expenses remained constant.
The General Partners plan to continue their policy of funding the continuing
improvement and maintenance of Partnership properties with cash generated
from operations. The Partnership's financial resources appear to be adequate
to meet its needs.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
NONE
Item 4T. CONTROLS AND PROCEDURES
Evaluation of Effectiveness of Disclosure Controls and Procedures
The Partnership evaluated the effectiveness of its disclosure controls and
procedures. This evaluation was performed by the Partnership's Controller
with the assistance of the Partnership's President and the Chief Executive
Officer. These disclosure controls and procedures are designed to ensure
that the information required to be disclosed by the Partnership in its
periodic reports filed with the Securities and Exchange Commission (the
Commission) is recorded, processed, summarized and reported, within the time
periods specified by the Commission's rules and forms, and that the informa-
tion is communicated to the certifying officers on a timely basis. Based on
this evaluation, the Partnership concluded that its disclosure controls and
procedures were effective. There have been no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect the internal controls subsequent to the date of their evaluation.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Partnership's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Registrant is not a party to any material pending legal proceedings.
Item 1A. Risk Factors
Please refer to the risk factors disclosed by the partnership in
response to Item 1A, part I of the Form 10-KSB filed on April 15,
2008. There has been no material change to the risk factors
disclosed therein.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
Officer
32.1 Section 1350 Certification by Chief Executive Officer
32.2 Section 1350 Certification by Principal Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DSI REALTY INCOME FUND XI,
a California Limited Partnership
by: DSI Properties, Inc., a
California corporation,
as General Partner
/s/ ROBERT J. CONWAY
By_____________________________
Dated: August 14, 2008
ROBERT J. CONWAY, President,
Chief Executive Officer, Chief
Financial Officer, and Director
/s/ JOSEPH W. CONWAY
By_____________________________
Dated: August 14, 2008
JOSEPH W. CONWAY, Executive
Vice President and Director
EXHIBIT 31.1
RULE 13A-14(A)/15D-14(A) CERTIFICATION
BY CHIEF EXECUTIVE OFFICER
I, Robert J. Conway, certify that:
1. I have reviewed this quarterly report of DSI Realty Income
Fund XI;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effective-
ness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: August 14, 2008
/s/ ROBERT J. CONWAY
By_____________________________
ROBERT J. CONWAY, President,
Chief Executive Officer, Chief
Financial Officer, and Director
EXHIBIT 31.2
RULE 13A-14(A)/15D-14(A) CERTIFICATION
BY PRINCIPAL FINANCIAL OFFICER
I, Richard P. Conway, certify that:
1. I have reviewed this quarterly report of DSI Realty Income
Fund XI;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effective-
ness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: August 14, 2008
/s/ RICHARD P. CONWAY
By_____________________________
RICHARD P. CONWAY, SR. VICE PRESIDENT
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of DSI Realty Income Fund XI (the
"Partnership") on Form 10-Q for the period ending June 30, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Robert J. Conway, Chief Executive Officer of the Corporate General Partner,
certify,pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
/s/ ROBERT J. CONWAY
By_____________________________
ROBERT J. CONWAY,
Chief Executive Officer
August 14, 2008
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of DSI Realty Income Fund XI (the
"Partnership") on Form 10-Q for the period ending June 30, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Richard P. Conway, Senior Vice President of the Corporate General Partner,
certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
/s/ RICHARD P. CONWAY
By_____________________________
Richard P. Conway
Senior Vice President
(Principal Financial and Accounting Officer)
August 14, 2008