UNITED STATES

         SECURITIES AND EXCHANGE COMMISSION

               Washington, D.C. 20549

                    FORM 10-QSB

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended March 31, 2003

                              OR

[   ]  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 0-8071

             URBAN IMPROVEMENT FUND LIMITED - 1974
(Exact name of small business issuer (Issuer) as specified
in its charter)

          California                        95-6504946
State or other jurisdiction of            (I.R.S. Employer
incorporation or organization	Identification No.)

1201 Third Avenue, Suite 5400, Seattle, Washington
                                              98101-3076
(Address of principal executive offices)      (ZIP code)

Issuer's telephone number, including area code:
(206) 622-9900


Indicate by check mark whether the issuer (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 and (2) has been subject to such filing requirements
for the past 90 days.  Yes   X     No      .

             PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                   BALANCE SHEETS

        URBAN IMPROVEMENT FUND LIMITED - 1974
               (A Limited Partnership)


                   ASSETS

                                March 31,     December 31,
                                  2003            2002

Cash and cash equivalents     $ 2,338,389      $ 2,144,432
Prepaid expenses                    1,000            9,320
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method                          9,511,820        9,352,336
Deposit                           189,710          390,000

Total Assets                  $12,040,919      $11,896,088


               LIABILITIES AND PARTNERS' CAPITAL

Management fee payable        $    36,408      $         0
Distribution payable                2,096            2,096
                                   38,504            2,096

Partners' Capital:
General Partner - 115
Partnership units
authorized, issued
and outstanding                   120,024          118,940

Limited Partners -
11,394 Partnership
units authorized,
issued and outstanding         11,882,391       11,775,052
                               12,002,415       11,893,992

Total Liabilities and
Partners' Capital             $12,040,919      $11,896,088


Unaudited.  See accompanying notes to financial statements.


             CAPITALIZATION AND PARTNERS' CAPITAL

            URBAN IMPROVEMENT FUND LIMITED - 1974
                   (A Limited Partnership)



                              March 31,       December 31,
                                2003              2002

General Partner Interest
 - 115 Partnership units
issued and outstanding        $   115,192      $   115,192

Limited Partners' Interest
- 11,394 Partnership units
issued and outstanding         11,404,000       11,404,000
                               11,519,192       11,519,192

Offering Expenses              (1,315,039)      (1,315,039)

Distributions to Partners      (2,681,501)      (2,681,501)

Accumulated earnings through
December 31, 2002               4,371,340        4,371,340

Income for three-month
period ended March 31, 2003       108,423                0
                                4,479,763        4,371,340

Partners' Capital at
End of Period                 $12,002,415      $11,893,992



Unaudited.  See accompanying notes to financial statements.


                     STATEMENTS OF INCOME
           URBAN IMPROVEMENT FUND LIMITED - 1974
                  (A Limited Partnership)

                                      For the Three-Month
                                          Period Ended
                                           March 31,
                                      2003          2002

Revenues                            $   3,883    $     508

Cost and expenses:

Professional fees                       5,500        5,255

Management fee                         45,729       14,255

Other expenses                          3,716          806

Amortization                            1,129          503
                                       56,074       20,819

Loss before equity of
Local Limited Partnerships            (52,191)     (20,311)
Equity in net income of
Local Limited Partnerships            160,614      242,097

Net Income (loss)                  $  108,423   $  221,786

Allocation of net income:

Net income (loss) allocated
to General Partner                 $    1,084   $    2,218

Net income (loss) allocated
to Limited Partners                   107,339      219,568

                                   $  108,423   $  221,786

Net income (loss) allocated
to Limited Partners per
Limited Partnerships Unit
(11,394 units outstanding
at March 31, 2003 and 2002)        $       10   $       19




Unaudited.  See accompanying notes to financial statements.


                     STATEMENTS OF CASH FLOWS

              URBAN IMPROVEMENT FUND LIMITED - 1974
                     (A Limited Partnership)



                                    For the Three-Month
                                        Period Ended
                                          March 31,
                                     2003          2002

CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)                $  108,423     $  221,786
Adjustments to reconcile
net income to net cash
used by operating activities:
Amortization of initial and
rent-up fees                          1,129            503
Equity in net (income)
loss of local Limited
partnerships                       (160,614)      (242,097)
Increase (decrease) in
trade accounts payable
and accrued management fees          44,729           255
 Total adjustments                 (114,756)     (241,339)
 Net cash used by operating
 Activities                          (6,333)      (19,553)

CASH FLOWS FROM INVESTING
ACTIVITIES:
Decrease in deposits                200,290             0
Distribution from local
limited partnership                       0        10,653
 Net cash provided by
 investing activities               200,290        10,653

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS           193,957        (8,900)

CASH BALANCE AT BEGINNING
OF PERIOD                         2,144,432       179,382

CASH BALANCE AT END
OF PERIOD                        $2,338,389     $ 170,482




Unaudited.  See accompanying notes to financial statements


           NOTES TO SUMMARIZE FINANCIAL INFORMATION

           URBAN IMPROVEMENT FUND LIMITED - 1974
                     (A Limited Partnership)

Note 1 - Organization - Urban Improvement Fund Limited
(the Partnership) was formed under the California Uniform
Limited Partnership Act on January 13, 1974, for the
principal purpose of investing in other limited
partnerships (Local Limited Partnerships), which own
federal and state-assisted housing projects.  The
Partnership issued 11,404 units of limited partnership
interest pursuant to a public offering of such units which
terminated on December 31, 1974.  The Partnership also
issued 115 units of general partnership interest to
Interfinancial Real Estate Management Company (the General
Partner).

The Urban Improvement Fund Limited - 1974 prospectus, dated
July 23, 1974, specified that the General Partner will have
at least a one percent interest in profits, losses and
special allocations, and the limited partners will share
the remainder of the interest in profits, losses and
special allocations in proportion to their respective units
of limited partnership interests.  It is the General
Partners' intention to allocate, for income tax and
financial reporting purposes, the profits, losses and
special allocations in the ratio of ninety-nine percent to
the limited partners and one percent to the General
Partner.

Basis of Presentation

The accompanying unaudited interim financial statements
reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the
financial condition and results of operations for the
interim periods presented.  All such adjustments are of a
normal and recurring nature.  Operating results for the
three-month period ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the
fiscal year ending December 31, 2003.

While the General Partner believes that the disclosures
presented are adequate to make the information not
misleading, it is suggested that these financial statements
be read in conjunction with the financial statements and
notes included in the Partnership's Annual Report filed on
Form 10-KSB for the fiscal year ended December 31, 2002.

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46
("FIN46"), Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51.  FIN 46 requires certain
variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors
in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities
without additional subordinated financial support from
other parties.  FIN 46 is effective for all new variable
interest entities created or acquired after January 31,
2003.  For variable interest entities created or acquired
prior to February 1, 2003, the provisions of FIN 46 must be
applied for the first interim or annual period beginning
after June 15, 2003.  The Partnership is currently
evaluating the effect, if any, that the adoption of FIN 46
will have on its results of operations and financial
condition.

Note 2 - Method of accounting - As of March 31, 2003, the
Partnership has investments in eight active real estate
limited partnerships (Local Limited Partnerships).  Since
the Partnership, as a limited partner, does not exercise
control over the activities of the Local Limited
Partnerships in accordance with the Partnership agreements,
these investments are accounted for using the equity
method. The investment account represents the sum of the
capital investment and unamortized cost of acquisition less
the Partnership's share in losses since the date of
acquisition. The Partnership discontinues recognizing
losses and amortizing cost of acquisition under the equity
method when losses have been incurred which equal the cost
of the investment and the unamortized cost of acquisition
in a particular Local Limited Partnership, thus reducing
the investment to zero.  Repayment of advances and cash
distributions by the Local Limited Partnerships, after the
Partnership investment has been reduced to zero, are
recognized as income by the Partnership in the year
received.  Additional advances to a Local Limited
Partnership, after an investment is reduced to zero, are
recognized as losses.

Initial rent-up fees paid by the Partnership to the General
Partner, deducted when paid for income tax purposes, are
capitalized as acquisition costs of the Local Limited
Partnerships for financial reporting purposes.  These costs
and other costs of acquisition are amortized using the
straight-line method over the lives (fifteen to forty
years) of the Local Limited Partnership Properties.
Amortization is discontinued when the investment is reduced
to zero.

Taxes on Income

No provision for taxes on income is required since all
taxable income or loss of the Partnership is allocated to
the partners for inclusion in their respective tax returns.

Fair Value of Financial Instruments and Use of Estimates

The Partnership estimates that the aggregate fair value of
all financial instruments at March 31, 2003 does not differ
materially from the aggregate carrying values of its
financial instruments recorded in the balance sheet.  These
estimates are not necessarily indicative of the amounts
that the Partnership could realize in a current market
exchange.  The preparation of financial statements requires
the use of estimates and assumptions.  Actual results could
differ from those estimates.

Cash Equivalents

Marketable securities that are highly liquid and have
maturities of three months or less at the date of purchase
are classified as cash equivalents.

Management of Urban Improvement Fund Limited - 1974

Under the terms of the Limited Partnership Agreement, the
Partnership is required to pay the General Partner an
annual management fee equal to one-quarter of one percent
of invested assets or $182,919.  (The fee will not be more
than fifty percent of the Partnership's annual net cash
flow, as defined, subject to an annual minimum of  57,020.)
In 2003, the maximum annual management fee of $182,919 was
earned and recorded as an expense of the Partnership.

The Partnership will also pay the General Partner a
liquidation fee for the sale of projects.  The liquidation
fee is the lesser of (i) ten percent of the net proceeds to
the Partnership from the sale of a project(s) or (ii) one
percent of the sales price plus three percent of the net
proceeds after deducting an amount sufficient to pay long-
term capital gains taxes.  No part of such fee shall accrue
or be paid unless:  (i) the Limited Partners' share of the
proceeds has been distributed to them, (ii) the Limited
Partners shall have first received an amount equal to their
invested capital attributable to the project(s) sold, and
(iii) the Limited Partners have received an amount
sufficient to pay long-term capital gains taxes from the
sale of the project(s), if any, calculated at the maximum
rate then in effect.

The General Partner of the Partnership is a corporation in
which Paul H. Pfleger is the sole shareholder.  Partnership
Services, Inc. (PSI), another corporation in which Paul H.
Pfleger is the sole shareholder, has contracted with the
General Partner and the Partnership to provide certain
management and other services to any projects in which the
Partnership has an interest.  No fees were paid to PSI
during 2003 or 2002.  In addition, as shown in the
following table, PSI has become the General Partner in one
of the Local Limited Partnerships in which the Partnership
has or had investments:

                                    Date PSI Became
Local Limited Partnership           General Partner

Notre Dame Apartments                March 1977 to
                                       December 2002
Capitol Hill Associates              December 1978

The General Partner of the following partnerships has been
replaced with an entity which is controlled by Paul H.
Pfleger:

Local Limited Partnership                  Date

Notre Dame Apartments                 December 2000
Monatiquot Village                    February 2000

Note 3 - Investments in Local Limited Partnerships - As of
March 31, 2003, the Partnership has investments in eight
active real estate Limited Partnerships (Local Limited
Partnerships), which are accounted for on the equity
method.  The investment account represents the sum of the
capital investment and unamortized costs of acquisitions
less the Partnership's share in losses since the date of
acquisition.

The Partnership discontinues recognizing losses and
amortizing cost of acquisition under the equity method when
the investment in a particular Local Limited Partnership is
reduced to zero unless the Partnership intends to commit
additional funds to the Local Limited Partnership.  The
investments in Local Limited Partnerships are comprised of:

                        March 31, 2003    December 31, 2002

Capital contributions    $ 8,240,996         $ 8,240,996

Distributions             (4,759,563)         (4,759,563)

Equity in losses           5,363,676           5,203,063

Advances                     166,256             166,256

Unamortized costs
of acquisitions              500,455             501,584

                         $ 9,511,820         $ 9,352,336

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations

The matters discussed in this report contain certain
forward-looking statements, including, without limitation,
statements regarding future financial performance and the
effect of government regulations.  The discussions of the
Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, do
not take into account the effects of any changes to the
Registrant's business and results of operations.  Actual
results may differ materially from those described in the
forward-looking statements and will be affected by a
variety of risks and factors including, without limitation:
national and local economic conditions; the terms of
governmental regulations that affect the Registrant and
interpretations of those regulations; the competitive
environment in which the Registrant operates; financing
risks, including the risk that cash flows from operations
may be insufficient to meet required payments of principal
and interest; real estate risks, including variation of
real estate values and the general economic climate in
local markets and competition for tenants in such markets;
and possible environmental liabilities.  Readers should
carefully review the Registrant's financial statements and
the notes thereto, as well as the risk factors described in
the documents the Registrant files from time-to-time with
the Securities and Exchange Commission.

This item should be read in conjunction with the financial
statements and other items contained elsewhere in this
report.

Liquidity

The Partnership's only source of cash flow is from
distributions from its investments in Local Limited
Partnerships or the sale or refinancing of the Local
Limited Partnerships.  There are no current discussions
with potential buyers or properties being actively
marketed.

Six of the Local Limited Partnerships have regulatory
agreements which restrict distributions to the computation
of surplus cash.  The computation of surplus cash is
calculated by subtracting accounts payable and accrued
expenses from cash on hand at the end of the year.
Monatiquot Village Associates and Notre Dame Apartments
have no restriction on distributions and their General
Partner is an affiliate of the General Partner of the
Issuer.

The General Partner anticipates it will receive adequate
distributions from the Local Limited Partnerships to
maintain operations.

The Partnership has followed the practice of investing
available funds not used in the purchase of properties or
in operations into short-term investments.  Interest income
resulted from such short-term investments.  The Partnership
is dependent upon interest earned and the distributions and
repayment of advances from Local Limited Partners for cash
flow.

Under the terms of the Limited Partnership Agreement, the
Partnership is required to pay the General Partner an
annual management fee equal to one-quarter of one percent
of invested assets or $182,919 (the fee will not be more
than fifty percent of the Partnership's annual net cash
flow as defined, subject to an annual minimum of $57,020).
The Partnership recorded management fee expense of $45,729
for the three months ended March 31, 2003 (maximum fee) and
$14,255 for the three months ended March 31, 2002 (minimum
fee).


The components of the Partnership's equity in income of the
Local Limited Partnerships for the nine months ended March
31, 2003 and 2002, is summarized as follows:

                                   For the Three-Month
                                       Period Ended
                                         March 31,
                                   2003            2002

Income (loss from investments
with non-zero investment:
 Norway Housing                 $        0     $  56,100
 Notre Dame                        (47,027)       94,700
 Capitol Hill                       29,177       (19,703)
 Monatiquot Village
 Associates                        178,464       111,000

                                $  160,614     $ 242,097

Capital Resources

The General Partner believes that situations may arise
where it would be advantageous to the Partnership to
exchange properties in a tax-free transaction.  The
Partnership's basis in its properties has been reduced
through depreciation deductions and other losses to levels
substantially below the amount of debt secured by the
properties.  Additionally, the rental properties owned and
operated by the Local Limited Partnerships have typically
computed depreciation for financial reporting purposes
using the straight-line method over the estimated economic
useful life of the property.  For income tax reporting
purposes, depreciation generally has been computed over the
same or shorter periods using accelerated methods.  As a
result, the carrying values of the Partnership's
investments in Local Limited Partnerships are substantially
greater for financial reporting purposes than for income
tax reporting purposes.  Upon sale or other disposition of
a property by the Local Limited Partnership, the gain
recognized by the Partnership for income tax reporting
purposes may be substantially greater than the gain
recorded for financial reporting purposes.

Accordingly, if the properties are sold, the Partnership
may recognize taxable gain in excess of the cash available
for distribution.  If sale proceeds are reinvested in a
manner which permits the original sale to be treated as a
like-kind exchange, the Partnership can defer this gain
until the new property is sold.  Additionally, the
Partnership will receive the benefit of any cash flow or
appreciation in value of the new property.  If
reinvestments are made, it is likely that the acquired
properties will be conventional, multi-family residential
projects.

The partnership has made no material commitments for
capital expenditures.

Item 3 - Controls and Procedures

The principle executive officer and principal financial
officer of the General Partner, who are the equivalent of
the Partnership's principal executive officer and principal
financial officer, respectively, have, within 90 days of
the filing date of this quarterly report, evaluated the
effectiveness of the Partnership's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c)) and have determined that such disclosure
controls and procedures are adequate.  There have been no
significant changes in the Partnership's internal controls
or in other factors that could significantly affect the
Partnership's internal controls since the date of
evaluation.  The Partnership does not believe any
significant deficiencies or material weaknesses exist in
the Partnership's internal controls.  Accordingly, no
corrective actions have been taken.

               PART II - OTHER INFORMATION

Items 1 through 5 not applicable

Item 6 Exhibits and Reports on Form 8-K

       a) Exhibits
          99   Certification pursuant to 18 U.S.C. Section
               1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

       b) Reports on Form 8-K
          The registrant has not filed a report on Form 8-K
          during the quarter ending March 31, 2003.


                          SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Issuer has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


            URBAN IMPROVEMENT FUND LIMITED - 1974
                           (Issuer)
          By:  Interfinancial Real Estate Management
                    Company, General Partner





Date:  August 27, 2003
/s/Paul H. Pfleger
Paul H. Pfleger
Chairman of the Board
Interfinancial Real Estate Company,
equivalent of the
Chief Executive Officer of the Partnership




Date:  August 27, 2003
/s/John M. Orehek
John M. Orehek
Senior Vice President
Interfinancial Real Estate Company,
equivalent of the
Chief Financial Officer of the Partnership


                       Certification


            I Paul H. Pfleger, certify that:

1) I have reviewed this quarterly report on Form 10-QSB of
Urban Improvement Fund Limited - 1974;

2) Based on my knowledge, this annual 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 the light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;

3) Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial
condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this
quarterly report;

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:

a. Designed such disclosure controls and procedures 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 quarterly
report is being prepared;

b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

c. Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent functions):

a. All significant deficiencies in the design or operation
of internal controls which would adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

b. Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls;

6) The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  August 27, 2003
/s/Paul H. Pfleger
Paul H. Pfleger
Chairman of the Board
Interfinancial Real Estate Company,
equivalent of the
Chief Executive Officer of the Partnership


                        Certification


                 I John M. Orehek, certify that:

1) I have reviewed this quarterly report on Form 10-QSB of
Urban Improvement Fund Limited - 1974;

2) Based on my knowledge, this annual 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 the light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;

3) Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial
condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this
quarterly report;

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:

a. Designed such disclosure controls and procedures 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 quarterly
report is being prepared;

b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

c. Presented in this annual report our conclusions about
        the effectiveness of the disclosure controls and procedures
        based on our evaluation as of the Evaluation Date;

5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent functions):

a. All significant deficiencies in the design or operation
of internal controls which would adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

b. Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls;

6) The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  August 27, 2003
/s/John M. Orehek
John M. Orehek
Senior Vice President
Interfinancial Real Estate Company,
equivalent of the
Chief Financial Officer of the Partnership


                  Certification of CEO and CFO
              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 on Form 10-QSB of
Urban Improvement Fund - 1974 (the "Partnership"), for the
quarterly period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), Paul H. Pfleger, as the equivalent of the Chief
Executive Officer of the Partnership, and John M. Orehek as
the equivalent of the Chief Financial Officer of the
Partnership, each hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his
knowledge:

1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities and Exchange Act
of 1934; and

2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.




/s/Paul H. Pfleger
Name:  Paul H. Pfleger




/s/John M. Orehek
Name:  John M. Orehek


This certification accompanies the Report pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley
Act of 2002, be deemed filed by the Partnership for
purposes of Section 18 of the Securities and Exchange Act
of 1934, as amended.