Securities Exchange Act of 1934
Section 12(g) and 13(a)

March 28, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Liquidating Trust, in reliance on your opinion of counsel that the Liquidating Trust is not an issuer of “equity securities” within the meaning of Section 12(g) of the Exchange Act, operates as described in your letter without compliance with the registration and reporting requirements of the Exchange Act.  Capitalized terms used in this response have the same meaning as defined in your letter.

In arriving at this position, we note that:

• the Partnership’s General Partner approved the Plan of Liquidation to pursue the orderly disposition of the Partnership’s remaining assets and wind down the Partnership’s business;
   
• prior to its dissolution, the Partnership was current in its reporting obligations under the Exchange Act;
   
• the Partnership filed a Certificate of Termination with the Secretary of State of Texas and the effective date of the termination was February 11, 2013;
   
• the beneficial interests in the Liquidating Trust are not transferable or assignable except by will, intestate succession, or operation of law;
   
• the beneficial interests in the Liquidating Trust are not and will not be represented by certificates;
   
• the purpose of the Liquidating Trust is to liquidate and distribute the assets transferred to it;
   
• the Liquidating Trust will terminate upon the earlier of the distribution of all of its assets in accordance with the terms of the Liquidating Trust Agreement or three years from the date assets were first transferred to it (provided that if the Liquidating Trust’s existence is extended beyond such three year period, the Liquidating Trust will request and receive additional no-action assurance from the Division prior to such extension);
• neither the Managing Trustee, the Liquidating Trust, the Partnership nor other persons affiliated with them will, take any actions to facilitate or encourage any trading in the beneficial interests in the Liquidating Trust or any instrument or interest tied to the value of the beneficial interests in the Liquidating Trust;
   
• the Managing Trustee will file annual reports containing unaudited financial statements and certain other information on Form 10-K and will file current reports on Form 8-K; and
   
• the Form 10-K will include as an exhibit a certification in the form set forth in your letter.

This position is based on the representations made to the Division in your letter.  Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only.  It does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/behringerharvard032613-12g.htm