Duties of Supervisor of Associates
EXHIBIT A
Duties of Supervisor of Associates
Wien & Malkin has from the inception of Associates to the current date performed the
following supervisory services on behalf of Associates:
• receives rent from, and monitors Operating Sublease performance by, Operating Sublessee
• inspects the Building and issues reports detailing the physical condition of the Building
• recommends development of capital improvement programs and oversees implementation of
such programs
• makes distributions to the Participants
• pays mortgage debt service as and when the Leasehold is subject to a mortgage
• recommends whether and how to adjust debt financing on the Leasehold
• manages and temporarily invests funds from earnings prior to distribution
• oversees arrangements for insurance for the Building and reviews the coverage
• maintains Associates' books and records, including bank accounts
• retains and supervises the accountants for the Building and Associates
• pays from Supervisor's funds certain fees of independent accountants
• reviews and comments on financial statements and tax returns prepared by Associates'
independent accountants
• distributes financial reports
• reviews and distributes Overage Rent reports
• coordinates the preparation and filing of annual income tax returns for Associates and tax
information forms for the partners and Participants
• prepares and files periodic reports with the Securities and Exchange Commission
• prepares and distributes Form SD-l
corresponds and communicates with Participants
Wien & Malkin is designated in the partnership agreement of Associates as Supervisor
for Associates. To this end, Wien & Malkin maintains accounting (both tax and financial),
bookkeeping, legal, and asset management staffs.
•
EXHIBIT B
Duties of Supervisor of Operating Sublessee
Wien & Malkin has from the inception of Operating Sublessee to the current date
performed the following supervisory services on behalf of Operating Sublessee:
• initiates refinancings, net lease modifications, and sales and recommends whether and how to
adjust debt financing
• reviews and approves business terms of all space lease transactions presented by the
managing agent (including the proposed tenants, rents, work allowances and other financial
terms)
• reviews and approves all bids presented to it by the managing agent for work to be done at
the Building and oversees and reviews managing agent's procurement and contracting for
work and supplies
• conducts partnership staff meetings and hosts and conducts annual and quarterly meetings
concerning and to review the management and operation of the Building and prepares and
issues the minutes for each meeting
• makes all distributions to and coordinates the preparation and filing of annual income tax
returns for Operating Sublessee and tax information forms for the partners
• inspects the Building and issues reports detailing the physical condition of the Building
• invests partnership funds
• solicits, corresponds and communicates with the partners
• structures investment programs and oversees the implementation of such programs
• recommends development of marketing programs
• oversees arrangements for insurance for the Building and reviews the coverage
• pays net rent to Fee Owner or its designee and real estate taxes
• retains and supervises the accountants for Operating Sublessee
• reviews and comments on financial statements and tax returns prepared by Operating
Sublessee' independent accountants
prepares and distributes financial reports
Wien & Malkin is designated in the joint venture agreement of Operating
Sublessee as Supervisor for Operating Sublessee. To this end, Wien & Malkin maintainsaccounting (both tax and financial), bookkeeping, legal, and asset management staffs.