[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(a) On September 16, 2004, the audit committee of the Registrant's general partner terminated the engagement of KPMG LLP (the "Former Accountant") as the principal independent accountant of the Registrant. The Former Accountant's reports for the past two (2) fiscal years did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of the Former Accountant's audit report, dated April 14, 2004, on the financial statements of the Registrant as of December 31, 2003 and 2002 and for each of the years in the three-year period ended December 31, 2003, which was modified to include a paragraph stating the following, "As discussed in note 2 to the financial statements, the Partnership has restated its balance sheet as of December 31, 2002 and its statements of income and comprehensive income, partners' capital and cash flows for the year then ended." The modification to the Former Accountant's opinion referred to the restatement resulting from the Registrant's accounting for its derivative instruments.

In connection with the Former Accountant's audits of the Registrant for the two (2) most recent fiscal years and through September 16, 2004, there have been no disagreements between the Registrant and the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused the Former Accountant to make reference thereto in its report on the financial statements for such years. No "reportable events" (as defined by Item 304(a)(1)(v) of Regulation S-K) occurred during the two (2) most recent fiscal years and through September 16, 2004, with the exception of the following: (1) during the completion of the audit of the Registrant's annual financial statements for the year ended December 31, 2003, the Registrant and its' external auditors identified a material weakness in the operation of its internal controls over financial reporting with respect to the accounting for its derivative instruments. In response to this material weakness, the Registrant now obtains fair market value quotations from independent sources as of the end of each reporting period to ensure that the proper mark to market adjustment is recorded for the derivative instruments owned by the Registrant; (2) a reportable condition was also noted over the impairment evaluation of the Registrant's taxable loans. In response to this reportable condition, the Registrant modified its valuation model used to test for impairment of its taxable loans; and (3) during the quarter June 30, 2004, the Registrant and its' external auditors identified a material weakness in internal control over the consolidation of variable interest entities. In response to this material weakness, the Registrant has modified its disclosure controls and procedures to place additional emphasis on the review of the consolidation of variable interest entities.

The Registrant has requested the Former Accountant to furnish the Registrant with a letter addressed to the U.S. Securities and Exchange Commission stating whether the Former Accountant agrees with the above statements and, if not, identifying the respects in which the Former Accountant does not agree. A copy of such letter is attached hereto as Exhibit 16.

(b) On September 16, 2004, the audit committee of the Registrant's general partner engaged Deloitte & Touche LLP (the "New Accountant") as the Registrant's principal independent accountant. The Registrant did not, nor did anyone on its behalf, consult the New Accountant during the Registrant's two (2) most recent fiscal years and during the subsequent interim period prior to the Registrant's engagement of the New Accountant regarding the application of accounting principles to a specified transaction (completed or proposed), the type of audit opinion that might be rendered on the Registrant's financial statements, any matter being the subject of a disagreement or "reportable event" or any other matter described in Item 304(a)(2) of Regulation S-K.