UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010~~ 2011

Commission File Number: 000-51292

Behringer Harvard Mid-Term Value Enhancement

Liquidating Trust

(Exact name of registrant as specified in its charter)

Delaware

71-0897613

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer

Identification No.)

15601 Dallas Parkway, Suite 600, Addison, Texas 75001

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 655-1610

Securities registered pursuant to section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

None*

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨o No xo *

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 o No ¨o *

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.45 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨o No ¨o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xo *

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 ¨o Accelerated filer ¨o Non-accelerated filer ¨o (Do not check if a smaller reporting company) 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 ¨o No x

~~While~~State ~~there is no established market therefore,~~ the aggregate market value of ~~limited~~the ~~partnership~~voting ~~interests~~and non-voting common equity held by ~~nonaffiliates~~non-affiliates ofcomputed ~~the~~by ~~Behringer~~reference ~~Harvard~~to ~~Mid-Term~~the ~~Value~~price ~~Enhancement~~at ~~Fund~~which Ithe LPcommon asequity ofwas ~~June~~last 30sold, ~~2010~~or (the ~~last~~average bid ~~business~~and ~~day~~asked price of ~~its~~such ~~most~~common ~~recently~~equity ~~completed~~as ~~second~~of ~~fiscal~~June ~~quarter) was $27~~30,~~617,708,~~ ~~assuming a market value of $6~~2011.46 ~~per~~Not ~~unit of limited partnership interest~~applicable.*

As of ~~April~~March 82, ~~2011~~2012, there were 4,275,187 units of beneficial interest in Behringer Harvard Mid-Term Value Enhancement Liquidating Trust outstanding.

*Behringer Harvard Mid-Term Value Enhancement Liquidating Trust is the transferee of the assets and liabilities of Behringer Harvard Mid-Term Value Enhancement Fund I LP and files reports under the Commission file number for Behringer Harvard Mid-Term Value Enhancement Fund I LP. Behringer Harvard Mid-Term Value Enhancement Fund I LP filed a ~~form~~Form 15 on February 16, 2011 indicating its notice of termination of registration and filing requirements.

BEHRINGER HARVARD MID-TERM VALUE ENHANCEMENT LIQUIDATING TRUST

FORM 10-K

Year Ended December 31, ~~2010~~2011

		Page
~~PART I~~	PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	98
Item 1B.	Unresolved Staff Comments.	2522
Item 2.	Properties.	2522
Item 3.	Legal Proceedings.	2522
Item 4.	~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures.	2522
~~PART II~~	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2623
Item 6.	Selected Financial Data.	2724
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2824
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	3329
Item 8.	Financial Statements and Supplementary Data.	3329
Item 9.	Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure.	3329
Item 9A.	Controls and Procedures.	3329
Item 9B.	Other Information.	3430
~~PART III~~	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	3531
Item 11.	Executive Compensation.	3934
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3935
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3935
Item 14.	Principal Accountant Fees and Services.	4136
~~PART IV~~	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	4237
Signatures		4338

Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include discussion and analysis of the financial condition of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust (which may be referred to herein as the “Liquidating Trust,” “we,” “us,” or “our”) as successor in interest to Behringer Harvard Mid-Term Value Enhancement Fund I LP (which may be referred to herein as the “Partnership”) and our subsidiaries, including our ability to rent space on favorable terms and to fund our liquidity requirements, the value of our assets, our anticipated capital expenditures, the amount and timing of anticipated future cash distributions to our beneficiaries and other matters. Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution our beneficiaries not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in this Annual Report on Form 10-K and the factors described below:

adverse market and economic challenges experienced by the U.S. economy or real estate industry as a whole and the local economic conditions in the markets in which our properties are located;

· the availability of cash flow from operating activities for ~~distributions and~~ capital expenditures;

future increases in interest rates;

· impairment charges;

our ability to retain our executive officers and other key personnel of our advisor, our property manager and their affiliates;

· conflicts of interest arising out of our relationships with our advisor and its affiliates; and

· changes in the level of financial assistance or support provided by our sponsor or its affiliates: and

unfavorable changes in laws or regulations impacting our business or our assets.

Forward-looking statements in this Annual Report on Form 10-K reflect our management’s view only as of the date of this Report, and may ultimately prove to be incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

The representations, warranties and covenants made by us in any agreement filed as an exhibit to this Annual Report on Form 10-K are made solely for the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the agreement, and should not be deemed to be representations, warranties or covenants to or with any other parties. Moreover, these representations, warranties or covenants should not be relied upon as accurately describing or reflecting the current state of our affairs.

Cautionary Note

PART I

Explanatory Note:

As more fully described below, ~~subsequent~~on ~~to December 31~~February 16, ~~2010 but prior to the date of filing of this Annual Report on Form 10-K~~2011, the Behringer Harvard Mid-Term Value Enhancement Fund I LP (referred to herein as the “Partnership”) completed its liquidation pursuant to a Plan of Liquidation adopted by its general partners, which plan provided for the formation of a liquidating trust for the purpose of completing the liquidation of the assets of the Partnership. On February 16, 2011, the Behringer Harvard Mid-Term Value Enhancement Liquidating Trust (referred to herein as the “Liquidating Trust,” “we,” “us,” or “our”) was formed, and the Partnership transferred all of its remaining assets and liabilities to the Liquidating Trust. This Annual Report on Form 10-K, including the accompanying consolidated financial statements and notes thereto as of December 31, 2010 with respect to the Partnership, is being prepared and filed by the Liquidating Trust as successor in interest to the Partnership.

Item 1.

Business.

Overview

The Partnership was a limited partnership formed in Texas on July 30, 2002. Its general partners were Behringer Harvard Advisors I LP (“Behringer Advisors I”) and Robert M. Behringer (each a “General Partner” and collectively the “General Partners”). It was funded through capital contributions from ~~our~~its General Partners and an initial limited partner on September 20, 2002 (date of inception). It offered its limited partnership units pursuant to the public offering which commenced on February 19, 2003 and terminated on February 19, 2005 (the “Offering”). The Offering was a best efforts continuous offering and wethe Partnership admitted new investors until the termination of the Offering. As ofThe ~~December~~Partnership ~~31,~~used the ~~2010,~~proceeds from the ~~Partnership~~Offering, ~~had~~after 4deducting offering expenses,~~275,187~~ ~~limited~~primarily ~~partnership~~to ~~units~~acquire ~~outstanding~~six office building properties.

~~The~~On ~~Partnership~~February ~~used~~16, 2011, the ~~proceeds~~General ~~from~~Partners in their sole discretion organized us as a Delaware statutory trust for the ~~Offering~~purpose of winding up the Partnership’s affairs and liquidating the Partnership’s assets, ~~after~~including, ~~deducting~~but ~~offering~~not ~~expenses~~limited to, ~~primarily~~the sale of its remaining real estate assets, to ~~acquire~~make ~~six~~appropriate ~~office~~provision ~~building~~for ~~properties~~the Partnership’s remaining obligations and to make special distributions to our investors of available liquidation proceeds. As of December 31, ~~2010~~2011, ~~four~~two of the six properties remained in ~~the~~our ~~Partnership’s~~ portfolio. These properties combined contain approximately ~~206~~104,000 rentable square feet. We will not purchase any additional properties for our portfolio.

On February 16, 2011, the General Partners in their sole discretion organized us as a Delaware statutory trust for the purpose of winding up the Partnership’s affairs and liquidating the Partnership’s assets, including, but not limited to, the sale of its four remaining real estate assets, to make appropriate provision for the Partnership’s remaining obligations and to make special distributions to our investors of available liquidation proceeds.

Our office is located at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, and our toll-free telephone number is (866) 655-1610. The name Behringer Harvard is the property of Behringer Harvard Holdings, LLC (“Behringer Holdings”), and is used by permission.

Liquidation of the Partnership

On February 16, 2011 (the “Effective Date”), the Partnership completed its liquidation pursuant to a Plan of Liquidation (the “Plan”) adopted by its General Partners pursuant to their authority under the Partnership’s Agreement of Limited Partnership, as amended (the “Partnership Agreement”), which provided for our formation as a liquidating trust for the purpose of completing the liquidation of the assets of the Partnership.

In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) with one of the Partnership’s General Partners, Behringer Advisors I, as managing trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, as resident trustee (the “Resident Trustee”). As of the Effective Date, each of the holders of limited partnership units in the Partnership received a pro rata beneficial interest unit in the Liquidating Trust in exchange for such holder’s interest in the Partnership.

In accordance with the Plan and the Liquidating Trust Agreement, the Partnership ~~has~~ transferred all of its remaining assets and liabilities to the Liquidating Trust to be administered, disposed of or provided for in accordance with the terms and conditions set forth in the Liquidating Trust Agreement. On the Effective Date, the Partnership filed a Form 15 with the Securities and Exchange Commission (“SEC”) to terminate the registration of the limited partnership units in the Partnership under the Exchange Act and announced it would cease filing reports under that Act. On March 31, 2011 we were granted No-Action relief from the SEC regarding our proposed modified reporting. A copy of the No-Action letter is publicly available through the SEC’s website. ~~Accordingly~~ Accordingly our Managing Trustee will file with the SEC annual reports on Form 10-K that contain unaudited financial statements based on the liquidation basis of accounting and current reports on Form 8-K to disclose material events relating to us. For purposes of the financial statements included in this Annual Report on Form 10-K, under the liquidation basis of accounting, all assets were adjusted to their estimated fair value (on an undiscounted basis) and liabilities, including estimated costs associated with implementing the Plan, were adjusted to their estimated settlement amounts as of April 1, 2011. We chose to adjust items to their fair values as of April 1, 2011 as a matter of convergence, efficiency and materiality.

The Liquidating Trust will terminate upon the earliest of (i) the distribution of all of our assets in accordance with the terms of the Liquidating Trust Agreement, or (ii) the expiration of a period of three years from the Effective Date. The term may be extended beyond the three year term if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs.

Market Outlook

~~Although~~During ~~there have been recent signs of stabilization~~2011, the U.S. ~~and~~economy ~~global~~faced ~~economies~~one of ~~continue~~its tomost ~~experience~~volatile periods as the ~~effects~~economy ofwas ~~the~~interrupted ~~significant~~by ~~downturn~~domestic ~~that~~and ~~began~~international ineconomic ~~2008~~events. ~~This~~ ~~downturn~~The ~~continues~~year tobegan ~~disrupt~~with a ~~the~~view ~~broader~~toward ~~financial~~global and ~~credit~~domestic ~~markets~~recoveries, ~~weaken~~particularly ~~consumer~~in ~~confidence~~the ~~and impact unemployment rates~~U. ~~Due~~S. toin ~~the~~advance ~~struggling~~of ~~economy,~~quantitative ~~including~~easing ~~losses~~from in the ~~financial~~U.S. ~~and~~Federal Reserve. ~~professional~~This ~~services~~optimism ~~industries,~~was ~~overall~~soon ~~demand~~overcome ~~across~~as ~~most~~the ~~real~~Japanese ~~estate~~earthquake ~~sectors~~disrupted ~~remains~~world-wide ~~low. While~~industrial itsupply ischains, ~~unclear~~the ~~when~~political unrest in the ~~overall~~Middle ~~economy~~East ~~will~~led ~~recover~~to ~~from~~higher ~~these~~energy ~~weakened~~and ~~market~~commodity ~~conditions,~~prices weand dofinally ~~not~~the ~~expect~~European ~~conditions~~debt crisis appeared to ~~improve~~threaten ~~significantly~~international debt markets in ~~the~~a ~~near~~Lehman-like ~~future~~collapse. ~~Consequently,~~ ~~our~~Growth ~~primary~~in ~~objectives~~the ~~will~~economy bewas tofurther ~~continue~~shaken toduring ~~preserve~~the ~~capital,~~prolonged asU.S. ~~well~~debt asceiling ~~sustain~~ debate and ~~enhance~~the ~~property~~downgrade ~~values,~~of ~~while~~the ~~continuing~~U.S. togovernment’s ~~focus~~credit onrating ~~the~~in ~~disposition~~late ~~of our properties~~summer. ~~Our~~ ~~ability~~However, toglobal ~~dispose~~and ofdomestic ~~our~~markets ~~properties~~were ~~will~~surprisingly resilient beand ~~subject~~by tothe ~~various~~fourth ~~factors,~~quarter ~~including~~a ~~the~~number ~~ability~~ of ~~potential~~signs ~~purchasers~~pointed once again to ~~access~~a ~~capital~~modest ~~debt~~recovery ~~financing~~in the U. IfS. weeconomy. ~~are~~Leading ~~unable~~the improvements towere ~~sell~~fourth aquarter ~~property~~results ~~when~~for weGDP, ~~determine~~job tocreation, dounemployment soclaims, itconsumer ~~could~~spending ~~have~~and amanufacturing ~~significant~~indicators. The ~~adverse~~economy ~~effect~~has onnow ~~our~~added ~~cash~~more ~~flows~~than ~~and~~100,000 ~~results~~jobs ofper ~~operations. Given~~month ~~the~~for ~~disruptions~~six inmonths, the ~~capital~~longest ~~markets~~streak ~~and~~since ~~the~~2006. ~~current~~Unemployment ~~relative~~is ~~lack~~now ofdown 1.5% ~~available~~from ~~credit,~~its ~~our~~peak ~~ability~~in to2009. ~~dispose~~While ofthese ~~our~~figures ~~properties~~are ~~may~~still bemodest ~~delayed,~~and orthe weEuropean ~~may~~debt ~~receive~~crisis ~~lower~~still ~~than~~remains ~~anticipated~~not ~~returns. In~~fully ~~addition~~resolved, the ~~a double~~end ~~dip economic~~result ~~downturn~~is ~~could~~the ~~negatively~~economy ~~affect~~appears ~~our~~to ~~ability~~be tosimilarly ~~attract~~positioned ~~and~~for ~~retain~~slow ~~tenants. Given~~to ~~current~~moderate ~~market~~growth ~~conditions,~~at ~~this~~the ~~investment~~end ~~program’s~~of ~~life may~~2011 ~~extend~~as ~~beyond~~it ~~its~~was ~~original~~at ~~anticipated~~the beginning ~~liquidation~~of ~~date~~the year.

~~Three~~Our ofprimary ~~our~~objectives will ~~four~~be ~~real~~to ~~estate~~continue ~~assets~~to ~~are~~preserve ~~located~~capital, inas ~~Texas~~well as sustain and enhance property values, ~~all~~while continuing to focus on the disposition of ~~which~~our ~~are~~properties. ~~located~~Our inability ~~the~~to ~~Dallas-Fort~~dispose ~~Worth~~of ~~metropolitan~~our ~~area. Office~~properties ~~vacancy~~will ~~rates~~be insubject to various factors, including the ~~Dallas-Fort~~ability ~~Worth~~of ~~market~~potential purchasers ~~stood~~to ataccess 21capital debt financing.1% inIf ~~the~~we ~~fourth~~are ~~quarter~~unable ofto ~~2010. The~~sell ~~national~~a ~~vacancy~~property ~~percentage~~when ~~for~~we ~~office~~determine ~~space~~to ~~decreased~~do ~~from~~so, ~~19.4%~~it incould ~~the~~have ~~fourth~~a ~~quarter~~significant adverse effect on the timing of ~~2009~~our final liquidating distributions to 17our beneficiaries.4% Given the disruptions in the ~~fourth~~capital markets ~~quarter~~and ofthe ~~2010. The~~current ~~Dallas-Fort~~relative ~~Worth~~lack ~~area~~of isavailable ~~expected~~credit, our ability to ~~experience~~dispose ~~modest~~of ~~leasing~~our ~~volume~~properties inmay ~~the~~be ~~near~~delayed, ~~future. We~~or ~~believe~~we ~~that~~may ~~corresponding~~receive lower ~~rental~~than ~~rates~~anticipated ~~will~~returns. ~~increase~~In ~~slightly~~addition, ina ~~2011~~double ~~over~~dip ~~2010. To~~economic ~~date,~~downturn ~~neither~~could wenegatively ~~nor~~affect ~~the~~our ~~Partnership~~ability ~~have~~to ~~experienced~~attract and ~~any~~retain ~~significant~~tenants. ~~tenant~~Given ~~defaults~~current ~~resulting~~market inconditions, ~~the~~this ~~loss~~investment ofprogram’s ~~material~~life ~~rental~~may ~~income~~extend beyond its original anticipated liquidation date.

Unit Valuation

The Partnership Agreement required that beginning with the fiscal year ended December 31, 2009, the General Partners annually provide the Partnership’s limited partners with an estimate of the amount a holder of limited partnership units would receive if its properties were sold at their fair market values as of the close of the fiscal year, and the proceeds from the sale of the properties (without reduction for selling expenses), together with other funds of the Partnership, were distributed in a liquidation. As of December 31, 2009, the General Partners estimated a value of $7.09 per limited partnership unit. The estimated valuation was revised to $6.46 in May 2010 following the sale of Hopkins Building and a special distribution of $0.63 per unit to the limited partners.

On January 14, 2011, one of the Partnership’s General Partners, Behringer Advisors I, adopted a new estimated value per limited partnership unit as of December 31, 2010 of $5.05. As part of the General Partner’s valuation process, and as required by the Partnership Agreement, the General Partner obtained the opinion of an independent third party, Robert A. Stanger & Co., Inc., that the estimated valuation is reasonable and was prepared in accordance with appropriate methods for valuing real estate. Robert A. Stanger & Co., founded in 1978, is a nationally recognized investment banking firm specializing in real estate, REITs and direct participation programs such as the Partnership’s.

The General Partner estimated the value of the Partnership’s investments in improved operating real estate for purposes of calculating an estimated value per unit by using broker opinions of value, appraisals and discounted cash flow analyses. The time period for the discounted cash flow analyses varied based on the projected timing of rent stabilization for each property. The General Partner estimated the value of development assets by reviewing estimated periods to sell such assets or residential units in those developments, reviewed comparable sales in the markets in which the properties are located, and then used an applicable discount rate. The General Partner also reviewed appraisals of various properties.

The General Partner used internally prepared cash flow estimates, terminal capitalization rates within historical average ranges and discount rates that fall within ranges the General Partner believed were used by similar investors. The capitalization rate ranges and discount rate ranges were obtained from third-party service providers, and the capitalization rate ranges were gathered for specific metro areas and applied on a property-by-property basis. The cash flow estimates, capitalization rates and discount rates for each property were selected by the real estate professionals affiliated with the General Partner based on their expertise in managing commercial real estate.

As with any valuation methodology, the General Partner’s methodology was based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated value per unit, and these differences could be significant. The estimated value per unit did not represent the fair value according to accounting principles generally accepted in the United States of America (“GAAP”) of the Partnership’s assets less liabilities as of December 31, 2010, nor does it represent the amount our units would trade at on a national securities exchange.

Because there were only four assets remaining in the Partnership at December 31, 2010, a change in circumstance in any single asset can have a material impact on the December 31, 2010 valuation. Since the May 2010 valuation of the Partnership’s limited partnership units, the sole tenant occupying all 73,349 square feet of the 2800 Mockingbird property in Dallas, Texas chose to vacate the facility. The costs to pay expenses during the time of vacancy and the costs to re-lease the property negatively affected the December 2010 valuation. In addition, because of the decrease in rental income of the Partnership due to the 2800 W. Mockingbird vacancy, the Partnership also had to use more of its cash on deposit to operate, which also negatively affected the valuation. The Liquidating Trust is continuing its efforts to work to re-lease or sell 2800 W. Mockingbird. On March 22, 2011, we entered into a contract subject to certain conditions and contingencies, to sell 2800 W. Mockingbird to an unaffiliated buyer. Given the disruptions in the capital markets and the current lack of available credit, our ability to dispose of our properties may be delayed, or we may receive lower than anticipated returns. In addition, a more prolonged economic downturn could negatively affect our ability to attract and retain tenants. We are pleased to report that on November 1, 2010, we successfully secured the renewal of ASC, who renewed its lease for an additional 11 years at the 28,800 square foot facility at 1401 Plano Parkway in Richardson, Texas. Tenant improvement work is currently proceeding at the property, and this asset will be marketed for sale this year, and the net proceeds will be distributed to the unit holders.

On the Effective Date, when the Partnership’s assets and liabilities were transferred to us, the economic value of each beneficial interest unit was equivalent to the economic value of one limited partnership unit in the Partnership. The most recent estimated value per limited partnership unit as of December 31, 2010 should not be relied upon after such date, as we continue to sell our remaining assets. Because we are actively in the process of completing the disposition of our remaining properties as soon as practicable, we will not continue the Partnership’s practice of making annual estimated valuations under the terms of the Liquidating Trust Agreement.

Disposition Policies and Objectives

The Liquidating Trust Agreement provides for a three year period to liquidate our remaining ~~four~~ assets. Our Managing Trustee is working diligently to liquidate these assets in a manner that makes sense for our beneficiaries, and expects that the disposition of these assets will be completed before the end of this three year period. However, we intend to hold our various real properties until such time as sale or other disposition appears to be advantageous to achieve our disposition objectives or until it appears that such objectives will not be met. In deciding whether to sell properties, we will consider factors such as potential capital appreciation, cash flow and federal income tax ~~considerations~~consideration. We will also consider the current state of the general economy, and whether waiting to dispose of a property will allow us to realize additional value for our beneficiaries. Our Managing Trustee may exercise its discretion as to the timing of the sale of a property. We will have no obligation to sell properties at any particular time, except upon the termination of our existence on February 16, 2014, or, after such date if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs.

Pursuant to the Liquidating Trust Agreement, our primary objective is limited to conserving value, protecting and selling our remaining assets, providing for our liabilities and distributing the remaining proceeds therefrom. Thus, cash flow from operations will not be invested in the acquisition of properties. In addition, net sales proceeds will not be reinvested, but will be distributed to our beneficiaries. Thus, we are intended to be self-liquidating in nature. However, at the discretion of our Managing Trustee, cash flow and/or net sales proceeds may be held as working capital reserves or used to make capital improvements to existing properties.

The Liquidating Trust will not pay, directly or indirectly, any commission or fee, except as specifically permitted under Article Liquidating Trust Agreement, to our Managing Trustee or its affiliates in connection with the distribution of proceeds from the sale, exchange or financing of our properties.

Although not required to do so, we will generally seek to sell our real estate properties for cash. We may, however, accept terms of payment from a buyer that include purchase money obligations secured by mortgages as partial payment, depending upon then-prevailing economic conditions customary in the area in which the property being sold is located, credit of the buyer and available financing alternatives. Some properties we sell may be sold on the installment basis under which only a portion of the sale price will be received in the year of sale, with subsequent payments spread over a number of years. In such event, our full distribution of the net proceeds of any sale may be delayed until the notes are paid, sold or financed.

Generally, we do not anticipate selling our assets until we feel it is the right time to dispose of an asset, or we feel that the economy has improved, and we have the opportunity to realize additional value. Our Managing Trustee intends to use all reasonable efforts to realize value for our beneficiaries when commercial real estate prices have normalized. We are diligently working to renew current leases or secure new leases with quality tenants to increase net operating income and the ultimate value of our assets and to execute on other value creation strategies.

Liquidation Update

On May 26, 2011, Behringer Harvard 2800 Mockingbird LP, our wholly-owned subsidiary, sold a single-story office building containing approximately 73,349 rentable square feet located on approximately 3.9 acres of land at 2800 Mockingbird in Dallas, Texas (“2800 W. Mockingbird”) to an unaffiliated buyer for $5.5 million, exclusive of closing costs. We made a special distribution of $5.2 million of net sale proceeds, which is equal to $1.22 per unit, to our beneficial owners on August 15, 2011.

On October 26, 2011, Behringer Harvard 1401 Plano Road LP, our wholly-owned subsidiary, sold a single-story office building containing approximately 28,880 rentable square feet located on approximately 2.2 acres of land at 1401 North Plano Road in Richardson, Texas (the “ASC Building”), a suburb of Dallas to an unaffiliated buyer for $3.6 million, exclusive of closing costs. We made an initial distribution of $1.6 million, approximately one-half of the net sales proceeds, to our beneficial owners on November 14, 2011 via a special distribution of $0.38 per unit.

Conflicts of Interest

We are subject to various conflicts of interest arising out of our relationship with our Managing Trustee and its affiliates, including conflicts related to the arrangements pursuant to which our Managing Trustee and its affiliates will be compensated by us. All of our agreements and arrangements with our Managing Trustee and its affiliates, including those relating to compensation, are not the result of arm’s-length negotiations. Some of the conflicts of interest in our transactions with our Managing Trustee and its affiliates are described below.

Our Managing Trustee is Behringer Advisors I, one of the former General Partners of the Partnership. Mr. Robert M. Behringer, the other former General Partner of the Partnership, owns a controlling interest in Behringer Holdings, a Delaware limited liability company that indirectly owns all of the outstanding equity interests of Behringer Advisors I, our property managers and Behringer Securities LP (“Behringer Securities”), the dealer manager for the Offering. Mr. Behringer, Robert S. Aisner, Gerald J. Reihsen, III, Gary S. Bresky, M. Jason Mattox and Robert J. Chapman are executive officers of Harvard Property Trust, LLC (“HPT”), the sole general partner of Behringer Advisors I and Behringer Securities. In addition, Messrs. Behringer, Reihsen, Bresky and Mattox are executive officers of Behringer Securities.

Because we will be operated by our Managing Trustee, conflicts of interest will not be resolved through arm’s-length negotiations, but through the exercise of our Managing Trustee’s judgment consistent with its fiduciary responsibility to our beneficiaries and our disposition objectives and policies. For a description of some of the risks related to these conflicts of interest, see the Item 1A. “Risk Factors” section of this Annual Report on Form 10-K. For a discussion of the conflict resolution policies, see the Item 13, “Certain Relationships and Related Transactions, and Director Independence” section of this Annual Report on Form 10-K.

Interests in Other Real Estate Programs

~~Our~~Affiliates of our Managing Trustee ~~and its affiliates~~ are general partners of other Behringer Harvard programs, including real estate programs that have investment objectives similar to ours, and we expect that they will organize other such programs in the future. ~~Our~~ ~~Managing~~Affiliates ~~Trustee~~of ~~and~~our ~~such~~Managing ~~affiliates~~Trustee have legal and financial obligations with respect to these other programs that are similar to their obligations to us. As general partners of other programs, they may have contingent liabilities for the obligations of other programs structured as partnerships as well as our obligations, which, if such obligations were enforced against them, could result in substantial reduction of their net worth.

Other Activities of Our Managing Trustee and its Affiliates

We rely on our Managing Trustee and its affiliates for the day-to-day operation of our business. As a result of their interests in other Behringer Harvard programs, and the fact that they have also engaged and will continue to engage in other business activities, our Managing Trustee and its affiliates will have conflicts of interest in allocating their time between us and other Behringer Harvard programs and other activities in which they are involved. In addition, our Liquidating Trust Agreement does not specify any minimum amount of time or level of attention that our Managing Trustee must devote to us. However, our Managing Trustee believes that it and its affiliates have sufficient personnel to discharge fully their responsibilities to all of the Behringer Harvard programs and other ventures in which they are involved.

Competition in Leasing Properties

Conflicts of interest will exist to the extent that we own properties in the same geographic areas where properties owned by our Managing Trustee, its affiliates or other Behringer Harvard programs are located. In such a case, a conflict could arise in the leasing of our properties in the event that we and another Behringer Harvard program were to compete for the same tenants in negotiating leases, or a conflict could arise in connection with the resale of properties in the event that we and another Behringer Harvard program were to attempt to sell similar properties at the same time. Conflicts of interest may also exist at such time as we or our affiliates managing properties on our behalf seek to employ developers, contractors or building managers, and other circumstances. Our Managing Trustee will seek to reduce conflicts relating to the employment of developers, contractors or building managers by making prospective employees aware of all such properties seeking to employ such persons. In addition, our Managing Trustee will seek to reduce conflicts that may arise with respect to properties available for sale or rent by making prospective purchasers or tenants aware of all such properties. However, these conflicts cannot be fully avoided in that there may be differing compensation arrangements established for employees at different properties or differing terms for resale or leasing of the various properties.

Affiliated Property Manager

Our properties are managed and leased by Behringer Harvard Mid-Term Management Services, LLC, Behringer Harvard Real Estate Services, LLC and HPT Management Services LLC, our affiliated property managers or their affiliates (individually or collectively referred to as “Property Manager”). The Partnership’s agreements with our Property Manager expired in June 2010, but automatically extend for successive seven year terms. We succeeded to these agreements on the Effective Date. We can terminate the agreements only in the event of gross negligence or willful misconduct on the part of our Property Manager or upon sale of the property. Behringer Harvard Real Estate Services, LLC and HPT Management Services, LLC also serve, and will continue to serve, as property manager for properties owned by affiliated real estate programs, some of which may be in competition with our properties. Management fees to be paid to our Property Manager are based on a percentage of the rental income received by the managed properties.

Regulations

Our investments are subject to various federal, state and local laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all permits and approvals necessary under current law to operate our investments.

Environmental

As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on ~~the~~our ~~Partnership’s~~ financial condition or results of operations, and management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest.

Significant Tenants

AsFor ofthe period from April 1, 2011 through December 31, ~~2010~~2011, ~~three~~one of ~~the~~our ~~Partnership’s~~ tenants accounted for 10% or more of ~~its~~our aggregate ~~annual~~ rental revenues from our ~~its~~ properties. Raytheon Company, a major United States Government defense contractor, leases all of Tucson Way and accounted for rental revenue of approximately $10.7 million or approximately 4938% of ~~the~~our ~~Partnership’s~~operating ~~aggregate annual rental revenues for the year ended December 31, 2010~~income. The lease with Raytheon Company ~~on the Effective Date, which lease~~ expires on ~~April~~March 3031, 2012. ~~Government~~ ~~Records~~We ~~Services,~~have ~~Inc.,~~entered ~~part~~into ~~of Affiliated Computer Systems (“ACS”),~~ a ~~provider~~54 ofmonth ~~business~~lease ~~process~~agreement ~~and~~with ~~information~~Lockheed ~~technology~~Martin ~~outsourcing solutions~~ to commercial and government clients, leased 100% of 2800 W. Mockingbird and accounted for rental revenue of approximately $700,000, or approximately 20% of the Partnership’s aggregate annual rental revenues. The Partnership’s lease all ~~with ACS expired on September 30, 2010, which represented 35%~~ of ~~the~~Tucson ~~rentable~~Way ~~square~~effective ~~feet~~March ~~in its portfolio. Air Systems Components~~31, LP, which consists of a group of companies that are the largest manufacturer of air handling components in North America, leases 100% of the ASC Building and accounted for rental revenue of approximately $500,000, or approximately 14% of the Partnership’s aggregate annual rental revenues2012. ~~During 2010, the Partnership signed a long-term lease renewal with the single tenant at the ASC building for the 28,880 square feet facility.~~

Employees

We have no employees. The employees of our Managing Trustee, Behringer Advisors I, and other affiliates of Behringer Holdings perform a full range of real estate services for us, including property management, accounting, legal, asset management, wholesale brokerage and investor relations.

We are dependent on our affiliates for services that are essential to us, including property management and other general and administrative responsibilities. In the event that these companies were unable to provide these services to us, we would be required to obtain such services from other sources.

Financial Information About Industry Segments

Our current business consists only of owning, managing, operating, leasing and disposing of real estate assets. We internally evaluate all of our real estate assets as one industry segment, and, accordingly, we do not report segment information.

Available Information

We electronically file an Annual Report on Form 10-K and current reports on Form 8-K and all amendments to those reports with the SEC. Copies of our filings with the SEC, as well as the Partnership’s prior filings, may be obtained from the web site maintained for us by our advisor at http://www.behringerharvard.com or at the SEC’s web site, at http://www.sec.gov. Access to these filings is free of charge. As part of the creation of the Liquidating Trust, we requested, and on March 31, 2011 were granted, No-Action relief from the SEC regarding our proposed modified reporting. In accordance with this No-Action relief, we are not required to file Quarterly Reports on Form 10-Q with the SEC. A copy of the No-Action letter may also be obtained through the SEC’s website. We are not incorporating our website or any information from the website into this Form 10-K.

Item 1A.

Risk Factors.

The factors described below represent our principal risks. Other factors may exist that we do not consider to be significant based on information that is currently available or that we are not currently able to anticipate.

Risks Related to our Liquidation and your Investment in Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Our units have limited transferability and lack liquidity.

There is no established trading market for our units of beneficial interests, and we do not expect that one will develop. Except for certain transfers by will, intestate succession or operation of law, or from a qualified account to a non-qualified account if necessary to allow holders of beneficial interests to comply with certain IRA required minimum distribution requirements under the Internal Revenue Code, if applicable, beneficial interests in the Liquidating Trust are not transferable, and beneficiaries do not have authority or power to sell or in any other manner dispose of their beneficial interests.

We are limited in the number and type of properties in which we have invested and the value of the beneficiaries’ investments will fluctuate with the performance of the specific investments made.

Currently, we hold ~~four~~two real estate investments, resulting in less diversification in terms of the number of investments owned, the geographic regions in which our investments are located and the types of investments that we made. As a result, the likelihood of our profitability being affected by the performance of any one of our investments has increased. The investment in our units will be subject to greater risk to the extent that we lack a diversified portfolio of investments. In addition, our fixed operating expenses, as a percentage of gross income, are higher, and our financial condition and ability to pay distributions may be adversely affected.

Our beneficiaries should view their investments as long-term in nature.

Our units lack a public trading market and are subject to transfer restrictions. Although our Liquidating Trust Agreement provides for a three year period to liquidate the remaining ~~four~~ assets, the Managing Trustee is working diligently to liquidate these assets in a manner that makes sense for the beneficiaries, and expects that disposition of these assets will be completed before the end of this three year period. However, we may choose to wait to sell any or all of the properties we now hold and our existence may be extended beyond the three year term if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs. We expect that net proceeds from the sale of our properties will generally be distributed to our beneficiaries unless needed for working capital resources and capital improvements. For each of these reasons, beneficiaries should view their investment in units strictly as a long-term investment.

If we lose or are unable to obtain key personnel, our ability to implement our disposition strategies could be delayed or hindered.

Our success depends to a significant degree upon the continued contributions of certain key personnel of the general partner of Behringer Advisors I, HPT, including Mr. Behringer, who would be difficult to replace. Although HPT has employment agreements with its key personnel, these agreements are terminable at will, and we cannot guarantee that such persons will remain affiliated with HPT or us. If any of HPT’s key personnel were to cease employment, our operating results could suffer. We believe that our future success depends, in large part, upon HPT’s ability to hire and retain highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we cannot assure beneficiaries that HPT will be successful in attracting and retaining such skilled personnel. Further, our Managing Trustee intends to establish strategic relationships with firms that have special expertise in certain services or as to real properties in certain geographic regions. Maintaining such relationships will be important for us to effectively compete. We cannot assure beneficiaries that our Managing Trustee will be successful in attracting and retaining such relationships. If we lose or are unable to obtain the services of key personnel or do not establish or maintain appropriate strategic relationships, our ability to implement our strategies could be delayed or hindered.

~~Robert M. Behringer has a dominant role in determining what is in our best interests and, therefore, we will not have the benefit of independent consideration of issues affecting our operations.~~8

~~Our~~Robert ~~Managing Trustee is Behringer Advisors I~~M. ~~Behringer~~ ~~Advisors I is managed by its general partner, HPT, for which Mr.~~ Behringer ~~serves as Chief Executive Officer~~ and ~~sole~~Robert ~~manager~~S. ~~Therefore,~~ ~~Mr. Behringer~~Aisner ~~has a~~ have dominant ~~role~~roles in determining what is in ~~the~~our best interests ~~of us~~ and, ~~our beneficiaries. Since no person other than Mr. Behringer has any direct control over our management~~therefore, we dowill not have the benefit of independent consideration of issues affecting our operations. ~~Therefore, Mr. Behringer alone will determine the propriety of his own actions, which could result in a conflict of interest when he is faced with any significant decision relating to our affairs.~~

9Our Managing Trustee is Behringer Advisors I. Behringer Advisors I is managed by its general partner, HPT, for which Mr. Behringer serves as Chairman and sole manager and Mr. Aisner serves as Vice Chairman. Therefore, Mr. Behringer and Mr. Aisner have dominant roles in determining what is in the best interests of us and our beneficiaries. Since no persons other than Mr. Behringer or Mr. Aisner have any direct control over our management, we do not have the benefit of independent consideration of issues affecting our operations. Therefore, Mr. Behringer and Mr. Aisner will determine the propriety of their own actions, which could result in a conflict of interest when they are faced with any significant decision relating to our affairs.

Our Managing Trustee has a limited net worth consisting of assets that are not liquid, which may adversely affect the ability of our Managing Trustee to fulfill its financial obligations to us.

The net worth of our Managing Trustee consists primarily of interests in real estate, partnerships and closely held businesses. Accordingly, the net worth of our Managing Trustee is illiquid and not readily marketable. This illiquidity, and the fact that our Managing Trustee and its affiliates have commitments to other Behringer Harvard programs, may adversely affect the ability of our Managing Trustee to fulfill its financial obligations to us.

Our rights and the rights of our beneficiaries to recover claims against our Managing Trustee are limited.

Our Liquidating Trust Agreement provides that our Managing Trustee will have no liability for any action or failure to act that the Managing Trustee in good faith determines was in our best interest, provided its action or failure to act did not constitute gross negligence, willful misconduct or fraud. As a result, we and our beneficiaries may have more limited rights against our Managing Trustee than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our Managing Trustee in some cases.

We have terminated our regular monthly distributions and future liquidating distributions will be determined at the sole discretion of our Managing Trustee.

The terms of the Liquidating Trust Agreement do not contemplate that we will make monthly distributions; rather, it is expected that from time to time we will make special cash distributions to our beneficiaries, including in connection with the disposition of our remaining assets, to the extent that such cash will not be needed to provide for our liabilities (including contingent liabilities), in the sole discretion of our Managing Trustee. As a result, regular monthly distributions to the Partnership’s limited partners were terminated on the Effective Date. Liquidating distribution amounts will generally depend on net proceeds received from the sale of our remaining asset, our anticipated cash needs to satisfy liquidation and other expenses, financial condition and capital requirements, and other factors our Managing Trustee may deem relevant. Our ability to pay distributions to our beneficiaries may be adversely affected by the risks described herein.

We may not successfully provide beneficiaries with a liquidity event.

Our current timeframe for liquidating is by 2014. Market conditions and other factors could cause us to delay liquidation beyond this period. If liquidation is delayed, your units will continue to be illiquid.

If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions to our beneficiaries may be delayed and/or reduced.

Before making the final liquidating distribution to our beneficiaries, we will need to pay or arrange for the payment of all of our transaction costs in the liquidation, and all other costs and all valid claims of our creditors. Our Managing Trustee may also decide to acquire one or more insurance policies covering unknown or contingent claims against us, for which we would pay a premium which has not yet been determined. Our Managing Trustee may also decide to establish a reserve fund to pay these contingent claims. The total amount of transaction costs in the liquidation is not yet known. In addition, if the claims of our creditors are greater than we have anticipated or we decide to acquire one or more insurance policies covering unknown or contingent claims against us, our liquidating distributions to our beneficiaries may be delayed and/or reduced. Further, if a reserve fund is established, payment of liquidating distributions to our beneficiaries may be delayed and/or reduced.

There can be no assurance that the plan of liquidation will result in greater returns to our beneficiaries on their investment within a reasonable period of time, than our beneficiaries would ~~receive~~have received through other alternatives that were reasonably available to usthe Partnership.

While the Partnership’s General Partners each believed that a liquidation of the Partnership through a transfer of assets and liabilities to a liquidating trust would be more likely to provide our beneficiaries with a greater return on their investment within a reasonable period of time than our beneficiaries would ~~receive~~have received through other alternatives reasonably available to usthe Partnership at the time, such belief relied upon certain assumptions and judgments concerning future events which may be unreliable or incorrect.

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The plan of liquidation may lead to litigation which could result in substantial costs and distract our Managing Trustee.

Historically, extraordinary company actions by a company, such as the plan of liquidation, may sometimes lead to securities class action lawsuits being filed against that company. We may become involved in this type of litigation as a result of the plan of liquidation. As of ~~April~~March 826, ~~2011~~2012, no such lawsuits relative to the plan of liquidation have been filed. However, if such a lawsuit is filed against us, the litigation is likely to be expensive and, even if we ultimately prevail, the process will divert our Managing Trustee’s attention from implementing the plan of liquidation and otherwise operating our business. If we do not prevail in any such lawsuit which may be filed against us in the future, we may be liable for damages. In such event, we cannot predict the amount of any such damages; however, they may be significant and may reduce our cash available for distribution to our beneficiaries.

Beneficiaries could be liable to the extent of liquidating distributions received from us if contingent reserves are insufficient to satisfy our liabilities.

IfSimilar to the liquation of any fund, including had we remained a partnership, if during the final liquidation of the liquidating trust we fail to create an adequate contingency reserve for payment of our expenses and liabilities, or if the contingency reserve and the assets held by us are less than the amount ultimately found payable in respect of expenses and liabilities, each of our beneficiaries could be held liable for the payment to creditors of such beneficiary’s pro rata portion of the excess, limited in all cases to the amounts previously received by each beneficiary in distributions from us.

If a court holds at any time that we have failed to make adequate provision for our expenses and liabilities or if the amount ultimately required to be paid in respect of such liabilities exceeds the amount available from contingency reserve and our assets, our creditors could seek an injunction to prevent us from making distributions under the plan of liquidation on the grounds that the amounts to be distributed are needed to provide for the payment of our expenses and liabilities. Any such action could delay or substantially diminish the cash distributions to be made to beneficiaries under the Liquidating Trust Agreement.

General Risks Related to Investments in Real Estate

Recent market disruptions will likely impact most aspects of our operating results and operating condition.

The global financial markets have undergone pervasive and fundamental disruptions. The disruption has had and may continue to have an adverse impact on the availability of credit to businesses, generally, and has resulted in and could lead to further weakening of the U.S. and global economies. Our business will likely be affected by market and economic challenges experienced by the U.S. economy or real estate industry as a whole or by the local economic conditions in the markets in which our properties are located, including the current dislocations in the credit markets and general global economic recession. Availability of debt financing secured by commercial real estate has declined, as a result of tightened underwriting standards. These conditions have and may continue to materially affect the value of our investment properties, and may continue to affect our ability to pay distributions and the availability or the terms of financing that we may anticipate utilizing. These challenging economic conditions will also continue to impact the ability of certain of our tenants to enter into new leasing transactions or satisfy rental payments under existing leases. Specifically, the current conditions, or similar conditions existing in the future, may have the following consequences:

· the financial condition of our tenants, ~~which include financial, legal and other professional firms,~~ may be adversely affected, which may result in us having to increase concessions, reduce rental rates or make capital improvements in order to maintain occupancy levels or to negotiate for reduced space needs, which could result in a decrease in our occupancy levels;

significant job losses in the financial and professional services industries have occurred and may continue to occur, which may decrease demand for our office space and result in lower occupancy levels, which could result in decreased revenues and which could diminish the value of our properties, which depend, in part, upon the cash flow generated by our properties;

credit spreads for major sources of capital may continue to widen, resulting in lenders increasing the cost for debt financing;

reduced values of our properties may limit our ability to dispose of assets at attractive prices and may reduce the availability of unsecured loans; and

the value and liquidity of our short-term investments and cash deposits could be reduced as a result of the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors.

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Recent disruptions in the financial markets and adverse economic conditions could adversely affect our ability to secure debt financing on attractive terms, dispose of our properties and the value of our investments.

We have not borrowed to acquire any of our properties. However, in order to give our Managing Trustee flexibility in our management, the Liquidating Trustee Agreement authorizes us to borrow funds. The Managing Trustee may determine that it is in our best interest to borrow funds for limited purposes such as 1) unexpected circumstances in which our cash resources become insufficient for the maintenance and repair of our properties or for the protection or replacement of assets, 2) improvement of properties when our Managing Trustee deems such improvements to be necessary or appropriate to protect the capital previously invested in the properties or to protect the value of our investment in a particular property and 3) to make a particular property ~~3) making a particular property~~ more attractive for sale or lease.

The commercial real estate debt markets have recently experienced volatility as a result of certain factors, including the tightening of underwriting standards by lenders and credit rating agencies and the significant inventory of unsold collateralized mortgage backed securities in the market. Credit spreads for major sources of capital widened significantly as investors have demanded a higher risk premium. This resulted in lenders increasing the cost for debt financing. An increase in the overall cost of borrowings, either by increases in the index rates or by increases in lender spreads, may result in our investment operations generating lower overall economic returns and a reduced level of cash flow. As a result of current economic conditions, potential purchasers may be unable to obtain financing on acceptable terms. In addition, the recent dislocations in the debt markets have reduced the amount of capital that is available to finance real estate, which, in turn: (1) has led to a decline in real estate values generally; (2) slowed real estate transaction activity; (3) reduced the loan to value upon which lenders are willing to extend debt; and (4) resulted in difficulty in refinancing debt as it becomes due.

Further, the recent market volatility will likely make the valuation of our investment properties more difficult. There may be significant uncertainty in the valuation, or in the stability of the value, of our properties that could result in a substantial decrease in the value of our properties. As a result, we may not be able to recover the carrying amount of our properties.

The pervasive and fundamental disruptions that the global financial markets have undergone have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Among measures proposed by legislators have been moratoriums on loan payments, limits on the ability of lenders to enforce loan provisions, including the collection of interest at rates agreed in the loan documents, and involuntary modification of loan agreements. It is impossible to predict what, if any, additional interim or permanent governmental restrictions may be imposed or the effect of such restrictions on us and our results of operations. There is likely to be increased regulation of the financial markets.

Future financing could be impacted by negative capital market conditions.

~~Recently,~~The ~~the~~ U.S. credit markets and the sub-prime residential mortgage market have experienced severe dislocations and liquidity disruptions. Sub-prime mortgage loans have experienced increasing rates of delinquency, foreclosure and loss. These and other related events have had a significant impact on the capital markets associated not only with sub-prime mortgage-backed securities, asset-backed securities and collateralized debt obligations, but also with the U.S. housing, credit and financial markets as a whole. Consequently, there is greater uncertainty regarding our ability to access the credit market in order to attract financing on reasonable terms. As of December 31, 2011, we had no debt.

Gains and distributions upon resale of our properties are uncertain.

Although gains from the sales of properties typically represent a substantial portion of any profits attributable to a real estate investment, we cannot assure investors that we will realize any gains on the resales of our properties. In addition, the amount of taxable gain allocated to investors with respect to the sale of a property could exceed the cash proceeds received from such sale.

Proceeds from the sale of a property will be distributed to investors if the Managing Trustee, in its sole discretion, has determined that such proceeds are not needed to:

create working capital reserves; or

make capital improvements to our existing properties.

Because we cannot be certain about the precise net realizable value of our assets and the ultimate amount of our liabilities, we are not able to predict accurately the aggregate cash amounts which will ultimately be distributed to our beneficiaries or the timing of any such distributions. The amount and timing of remaining distributions will be determined by our Managing trustee based on funds available, net proceeds realized from the remaining assets, the timing of asset sales, whether our total assets exceed total liabilities at such time, whether we have provided for the level of reserves deemed necessary or appropriate and other considerations.

The provisions of the Delaware Statutory Trust Act applicable to statutory trusts do not grant beneficiaries any voting rights, and beneficiaries’ rights are limited under our Liquidating Trust Agreement.

A vote of a majority of the units of beneficial interest is sufficient to take the following actions:

to amend our Liquidating Trust Agreement under certain circumstances;

to dissolve and terminate the Liquidating Trust; and

to remove our Managing Trustee.

These are the only significant voting rights granted to our beneficiaries under our Liquidating Trust Agreement. Therefore, beneficiaries’ voting rights in our operations are limited.

Our Managing Trustee will make all decisions with respect to our management and determine all of our major policies, including our financing, disposition strategies and distributions. Our Managing Trustee may revise these and other policies without a vote of the beneficiaries. Therefore, beneficiaries will be relying almost entirely on our Managing Trustee for our management and the operation of our business. Our Managing Trustee may only be removed under certain conditions, as set forth in our Liquidating Trust Agreement.

Payment of fees to our Managing Trustee and its affiliates will reduce cash available for distribution.

Our Managing Trustee and its affiliates will perform services for us in connection with the management and leasing of our properties and the administration of our other investments. It will be paid substantial fees for these services, which will reduce the amount of cash available for distribution to beneficiaries.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions.

We have diversified our cash and cash equivalents between several banking institutions in an attempt to minimize exposure to any one of these entities. We have cash and cash equivalents and restricted cash deposited in interest bearing transaction accounts at certain financial institutions in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over the federally insured levels. The loss of our deposits could reduce the amount of cash we have available to distribute and could result in a decline in the value of your investment.

Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.

We are not registered, and do not intend to register, as an investment company under the Investment Company Act of 1940, as amended, based on exclusions that we believe are available to us. If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:

limitations on capital structure;

restrictions on specified investments;

prohibitions on transactions with affiliates; and

compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

In order to be excluded from regulation under the Investment Company Act, we must engage primarily in the business of acquiring and owning real estate assets or real estate-related assets. We rely on exemptions or exclusions provided by the Investment Company Act for the direct ownership, or the functional equivalent thereof, of certain qualifying real estate assets or by engaging in business through one or more majority-owned subsidiaries, as well as other exemptions or exclusions. The position of the SEC staff generally requires us to maintain at least 55% of our assets directly in qualifying real estate interests in order for us to maintain our exemption. Mortgaged-backed securities may or may not constitute qualifying real estate assets, depending on the characteristics of the mortgage-backed securities, including the rights that we have with respect to the underlying loans.

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To maintain compliance with the Investment Company Act exemption, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional income or loss generating assets that we might not otherwise have acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and would be important to our investment strategy.

If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure investors that we will be profitable or that we will realize growth in the value of our real estate properties.

Our operating results will be subject to risks generally incident to the ownership of real estate, including:

changes in general economic or local conditions;

changes in supply of or demand for similar or competing properties in an area;

ability to collect rent from tenants;

increasing vacancy rates or ability to rent space on favorable terms;

changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive;

the illiquidity of real estate investments generally;

changes in tax, real estate, environmental and zoning laws; and

periods of high interest rates and tight money supply.

We may be limited in our ability to dispose of our portfolio in response to changes in economic, market or other conditions, including by restrictions on transfer imposed by future lenders, if any. Additionally, the return on our real estate assets also may be affected by a continued or exacerbated general economic slowdown experienced by the local economies where our properties are located, including:

poor economic conditions may result in defaults by tenants of our properties;

job transfers and layoffs may cause vacancies to increase; and

increasing concessions, reduced rental rates or capital improvements may be required to maintain or limit a decline in occupancy levels.

For these and other reasons, we cannot assure investors that we will be profitable or that we will realize growth in the value of our real estate properties.

We have acquired a number of our properties in the Southwest United States, particularly in the Dallas, Texas metropolitan area. As a result of this limited diversification of the geographic locations of our properties, our operating results will be affected by economic changes that have an adverse impact on the real estate market in that area.

Many of the properties that we have acquired using the proceeds of the Offering are located in the Southwest United States, more specifically, in the Dallas, Texas metropolitan area. Consequently, because of the lack of geographic diversity among our current assets, our operating results and ability to pay distributions are likely to be impacted by economic changes affecting the real estate market in the Dallas, Texas area and we will be subject to greater risk to the extent that we lack a geographically diversified portfolio of properties.

We may be unable to secure funds for future tenant improvements, which could adversely impact our ability to pay distributions to our beneficiaries.

When tenants do not renew their leases or otherwise vacate their space, it is usual that, in order to attract replacement tenants, we will be required to expend substantial funds for tenant improvements and tenant refurbishments to the vacated space. If we have insufficient working capital reserves, we will have to obtain financing from other sources. We generally maintain working capital reserves of 1% of the contract price of the properties we own. If these reserves or any reserves otherwise established are insufficient to meet our cash needs, we may have to obtain financing from either affiliated or unaffiliated sources to fund our cash requirements. We cannot assure investors that sufficient financing will be available or, if available, will be available on economically feasible terms or on terms acceptable to us. Our Liquidating Trust limits our ability to borrow money. Any borrowing for working capital purposes, if permitted, will cause us to incur interest expense, and therefore our financial condition and our ability to pay cash distributions to our beneficiaries may be adversely affected.

We may be unable to sell a property on acceptable terms and conditions, if at all.

We intend to hold our real properties and other investments until our Managing Trustee decides that a sale or other disposition is consistent with our disposition objectives or until it appears that these objectives will not be met. Otherwise, our Managing Trustee may exercise its discretion as to whether and when to sell a property, and we will have no obligation to sell properties at any particular time, except upon the termination of our existence on February 16, 2014, or, after such date if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs.

We may suffer adverse consequences due to the financial difficulties, bankruptcy or insolvency of our tenants.

The current economic conditions have caused, and may continue to cause, our tenants to experience financial difficulties, including bankruptcy, insolvency or a general downturn in their business. We cannot assure you that any tenant that files for bankruptcy protection will continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar efforts by us to collect pre-bankruptcy debts from that tenant or lease guarantor, or its property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant solely because of bankruptcy. The bankruptcy of a tenant or lease guarantor could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. If, however, a lease is rejected by a tenant in bankruptcy, we would have only a general, unsecured claim for damages. An unsecured claim would only be paid to the extent that funds are available and only in the same percentage as is paid to all other holders of general, unsecured claims. Restrictions under the bankruptcy laws further limit the amount of any other claims that we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of the remaining rent during the term.

Properties that have significant vacancies could be difficult to sell, which could diminish the return on an investment.

A property may incur vacancies either by the continued default of tenants under their leases or the expiration of tenant leases. If vacancies continue for a long period of time, we may suffer reduced revenues, resulting in less cash to be distributed to beneficiaries. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

We are dependent on tenants for our revenue and lease terminations could reduce or prevent our distributions to our beneficiaries.

The success of our investments, particularly properties occupied by a single tenant, is materially dependent on the financial stability of our tenants. Lease payment defaults by tenants could cause us to reduce the amount of distributions to beneficiaries. A default by a significant tenant on its lease payments to us would cause us to lose the revenue associated with such lease. In the event of a tenant default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. If significant leases are terminated, we cannot assure investors that we will be able to lease the property for the rent previously received or sell the property without incurring a loss.

If we sell any of our properties in tenant-in-common transactions, those sales may be viewed as sales of securities, and we would retain potential liability after the sale under applicable securities laws.

We may sell properties in tenant-in-common transactions. If we do make such sales, they may be viewed as sales of securities, and as a result if the purchasers in the tenant-in-common transaction had post-closing claims, they could bring claims under applicable securities laws. Those claims could have a material adverse effect upon our business and results of operations.

If we set aside insufficient working capital reserves, we may be required to defer necessary property improvements.

If we do not estimate enough reserves for working capital to supply needed funds for capital improvements throughout the life of the investment in a property, we may be required to defer necessary improvements to the property that may cause the property to suffer from a greater risk of obsolescence or a decline in value, or a greater risk of decreased cash flow as a result of fewer potential tenants being attracted to the property. If this happens, we may not be able to maintain projected rental rates for affected properties, and our results of operations may be negatively impacted.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect investor returns.

Our Managing Trustee will attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, which may be uninsurable, not economically insurable or insurable subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential terrorism acts could sharply increase the premiums we pay for coverage against property and casualty claims. It is uncertain whether such insurance policies will be available, or available at reasonable cost, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We cannot assure investors that we will have adequate coverage for such losses. In the event that any of our properties incurs a casualty loss which is not fully covered by insurance, the value of our assets will be reduced by any such uninsured loss. In addition, other than the working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured damaged property, and we cannot assure investors that any such sources of funding will be available to us for such purposes in the future. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in less cash available for distribution to beneficiaries.

A concentration of our investments in any one property class may leave our profitability vulnerable to a downturn in such sector.

AAll ~~significant portion~~ of our remaining investments are in one property class. As a result, we will be subject to risks inherent in investments in a single type of property. The potential effects on our revenues and corresponding cash available for distribution to our unit holders, resulting from a downturn in the businesses conducted in a single asset class could be more pronounced than if we had more fully diversified our investments.

The costs of compliance with environmental laws and other governmental laws and regulations may adversely affect our income and the cash available for any distributions.

All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. Some of these laws and regulations may impose joint and several liabilities on tenants, owners or operators for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of the original disposal. In addition, the presence of these substances, or the failure to properly remediate these substances, may adversely affect our ability to sell or rent such property or to use the property as collateral for future borrowing.

Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. We cannot assure investors that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our properties will not be affected by the operations of the tenants, by the existing condition of the land, by operations in the vicinity of the properties, such as the presence of underground storage tanks, or by the activities of unrelated third parties. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance.

Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. The costs of removal or remediation could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to beneficiaries.

Our costs associated with complying with the Americans with Disabilities Act may affect cash available for distributions.

Our properties may be subject to the Americans with Disabilities Act of 1990, as amended (the “Disabilities Act”). Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. We will attempt to place the burden on the seller or other third party, such as a tenant, to ensure compliance with the Disabilities Act. However, we cannot assure investors that we have acquired properties or will be able to allocate responsibilities in this manner. If we cannot, our funds used for Disabilities Act compliance may affect cash available for distributions and the amount of distributions to beneficiaries, if any.

A proposed change in U.S. accounting standards for leases could reduce the overall demand to lease our properties.

The existing accounting standards for leases require lessees to classify their leases as either capital or operating leases. Under a capital lease, both the leased asset and the contractual lease obligation are recorded on the tenant’s balance sheet if one of the following criteria are met: (i) the lease transfers ownership of the property to the lessee by the end of the lease term; (ii) the lease contains a bargain purchase option; (iii) the non-cancelable lease term is more than 75% of the useful life of the asset; or (iv) the present value of the minimum lease payments equals 90% or more of the leased property’s fair value. If the terms of the lease do not meet these criteria, the lease is considered an operating lease, and no leased asset or contractual lease obligation is recorded by the tenant.

In order to address concerns raised by the SEC regarding the transparency of contractual lease obligations under the existing accounting standards for operating leases, the U.S. Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) initiated a joint project to develop new guidelines for lease accounting. The FASB and IASB (collectively, the “Boards”) issued an Exposure Draft on August 17, 2010 (the “Exposure Draft”), which proposes substantial changes to the current lease accounting standards, primarily by eliminating the concept of operating lease accounting. Once the exposure draft becomes effective, a lease asset and obligation will be recorded on the tenant’s balance sheet for all lease arrangements. In addition, the Exposure Draft will impact the method in which contractual lease payments will be recorded. In order to mitigate the effect of the proposed lease accounting, tenants may seek to negotiate certain terms of new lease arrangements or modify terms in existing lease arrangements, such as shorter lease terms or fewer extension options, which would generally have less impact on tenants’ balance sheets. Also, tenants may reassess their lease-versus-buy strategies. This could result in a greater renewal risk or shorter lease terms, which may negatively impact our operations and ability to pay distributions.

The Exposure Draft does not include a proposed effective date; however, the Boards plan to issue a final standard regarding lease accounting in 2011.

If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser.

If we decide to sell any of our properties, we intend to use our best efforts to sell them for cash. However, in some instances we may sell our properties by providing financing to purchasers. When we provide financing to purchasers, we will bear the risk of default by the purchaser and will be subject to remedies provided by law, which could negatively impact our cash distributions to beneficiaries. There are no limitations or restrictions on our ability to take purchase money obligations. We may, therefore, take a purchase money obligation secured by a mortgage as part payment for the purchase price. The terms of payment to us generally will be affected by custom in the area where the property being sold is located and the then-prevailing economic conditions. If we receive promissory notes or other property in lieu of cash from property sales, the distribution of the proceeds of sales to our beneficiaries, or their reinvestment in other properties, will be delayed until the promissory notes or other property are actually paid, sold, refinanced or otherwise disposed of. In some cases, we may receive initial down payments in cash and other property in the year of sale in an amount less than the selling price and subsequent payments will be spread over a number of years. If any purchaser defaults under a financing arrangement with us, it could negatively impact our ability to pay cash distributions to beneficiaries.

Risks Related to Conflicts of Interest

We will be subject to conflicts of interest arising out of our relationships with our Managing Trustee and its affiliates, including the material conflicts discussed below.

Our Managing Trustee and certain of its key personnel will face competing demands relating to their time, and this may cause our investment returns to suffer.

Our Managing Trustee and certain of its key personnel and their respective affiliates are general partners and sponsors of other real estate programs having investment objectives and legal and financial obligations similar to ours and may have other business interests as well. Because these persons have competing interests on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities. During times of intense activity in other programs and ventures, they may devote less time and resources to our business than is necessary or appropriate. If this occurs, the returns on our investments may suffer.

Our Managing Trustee will face conflicts of interest relating to joint ventures, which could result in a disproportionate benefit to a Behringer Harvard program or third party other than us.

We may enter into joint ventures with other Behringer Harvard sponsored programs, as well as third parties, for the improvement of properties. We may also improve properties partnerships, co-tenancies or other co-ownership arrangements with developers or other persons. Such investments may involve risks not otherwise present with other methods of investment in real estate, including, for example:

· the possibility that our co-venturer, co-tenant or partner in an investment might become bankrupt;

· that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;

· that such co-venturer, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or

· the possibility that we may incur liabilities as the result of the action taken by our co-venturer, co-tenant or partner.

Actions by such a co-venturer, co-tenant or partner might have the result of subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing investors’ returns.

Affiliates of our Managing Trustee have sponsored or are currently sponsoring registered public offerings on behalf of Behringer Harvard REIT I, Inc. (“Behringer Harvard REIT I”), Behringer Harvard Opportunity REIT I, Inc. (“Behringer Harvard Opportunity REIT I”), Behringer Harvard Opportunity REIT II, Inc. (“Behringer Harvard Opportunity REIT II”), and Behringer Harvard Short-Term Opportunity Fund I, LP (“Behringer Harvard Short-Term Opportunity Fund I”). Mr. Behringer and his affiliate, Behringer Harvard Advisors II LP (an entity that is under common control with our Managing Trustee, Behringer Advisors I), act as general partners of Behringer Harvard Short-Term Opportunity Fund I, and Mr. Behringer serves as Chairman of the Board of Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II, Behringer Harvard Multifamily REIT and Behringer Harvard Multifamily REIT II, Inc. Because our Managing Trustee or its affiliates have advisory and management arrangements with other Behringer Harvard programs, it is likely that they will encounter opportunities to acquire or sell properties to the benefit of one of the Behringer Harvard programs, but not others. Our Managing Trustee or its affiliates may make decisions to buy or sell certain properties, which decisions might disproportionately benefit a Behringer Harvard program other than us. In such event, our results of operations and ability to pay distributions to our beneficiaries could be adversely affected.

If we enter into a joint venture with another Behringer Harvard program or joint venture, our Managing Trustee may have a conflict of interest when determining when and whether to buy or sell a particular real estate property and beneficiaries may face certain additional risks. For example, if we enter into a joint venture with a Behringer Harvard REIT that subsequently becomes listed on a national exchange, such REIT would automatically become a perpetual life entity at the time of listing and might not continue to have similar goals and objectives with respect to the resale of properties as it had prior to being listed. In addition, if that Behringer Harvard REIT was not listed on a securities exchange by the time set forth in its charter, its organizational documents might provide for an immediate liquidation of its assets. In the event of such liquidation, any joint venture between us and that Behringer Harvard REIT might also be required to sell its properties at such time even though we may not otherwise desire to do so. Although the terms of any joint venture agreement between us and another Behringer Harvard program would grant us a right of first refusal to buy such properties, it is unlikely that we would have sufficient funds to exercise our right of first refusal under these circumstances.

Since our Managing Trustee and its affiliates control us and either control or serve as advisor to other Behringer Harvard programs, agreements and transactions between the parties with respect to any joint venture between or among such parties will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. Under these joint venture arrangements, neither co-venturer may have the power to control the venture, and under certain circumstances, an impasse could be reached regarding matters pertaining to the joint venture, which might have a negative influence on the joint venture and decrease potential returns to the beneficiaries. In the event that a co-venturer has a right of first refusal to buy out the other co-venturer, it may be unable to finance such buy-out at that time. It may also be difficult for us to sell our interest in any such joint venture or partnership or as a co-tenant in property. In addition, to the extent that our co-venturer, partner or co-tenant is an affiliate of our Managing Trustee, certain conflicts of interest will exist.

The Managing Trustee and certain of their affiliates face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our beneficiaries.

Our Managing Trustee and certain of their affiliates, including our Property Manager, are entitled to substantial fees from us under the terms of our Liquidating Trust Agreement and property management agreement. These fees were not negotiated at arm’s length and reduce the amount of cash available for distributions.

These fees could influence our Managing Trustee’s advice to us as well as the judgment of their affiliates performing services for us. Among other matters, these compensation arrangements could affect their judgment with respect to:

continuing, renewing or enforcing our agreements with our Managing Trustee and its affiliates, including the Liquidating Trust Agreement and the property management agreement;

property sales, which reduce the asset management and property management fees payable to our Managing Trustee and its affiliates but also entitle them to real estate commissions;

determining the compensation paid to employees for services provided to us, which could be influenced in part by whether or not the Managing Trustee is reimbursed by us for the related salaries and benefits;

whether and when we seek to sell our assets, which sale could entitle our Managing Trustee to real estate commissions.

The fees our Managing Trustee receive in connection with transactions involving the management of an asset are based on the cost of the investment, including the amount budgeted for the development, construction, and improvement of each asset, and are not based on the quality of the investment or the quality of the services rendered to us. This may influence our Managing Trustee to recommend riskier transactions to us.

We may be restricted in our ability to replace our Property Manager under certain circumstances.

Under the terms of our property management agreement, we may terminate the agreement upon 30 days’ notice in the event of (and only in the event of) a showing of willful misconduct, gross negligence, or deliberate malfeasance by our Property Manager in the performance of their duties. Our Managing Trustee may find the performance of our Property Manager to be unsatisfactory. However, such performance by the Property Manager may not reach the level of “willful misconduct, gross negligence, or deliberate malfeasance.” As a result, we may be unable to terminate the property management agreement at the desired time, which may have an adverse effect on the management and profitability of our properties.

Our Managing Trustee and certain of its key personnel face conflicts of interest related to the positions they hold with affiliated entities, which could diminish the value of the services they provide to us.

Mr. Behringer and certain of the key personnel of Behringer Advisors I are also officers of our Property Manager, our dealer manager and other affiliated entities. As a result, these individuals owe fiduciary duties to these other entities, which may conflict with the fiduciary duties that they owe to us and our investors. Conflicts with our business and interests are most likely to arise from involvement in activities related to (1) allocation of management time and services between us and the other entities, (2) the timing and terms of the sale of an asset, (3) compensation to our Managing Trustee, and (4) our relationship with our dealer manager and Property Manager.

Because we rely on affiliates of Behringer Holdings for the provision of property management, if Behringer Holdings is unable to meet its obligations, we may be required to find alternative providers of these services, which could result in a significant and costly disruption of our business.

Behringer Holdings, through one or more of its subsidiaries, owns and controls our Property Manager. The operations of our Property Manager rely substantially on Behringer Holdings. In light of the common ownership of this entity and its reliance on Behringer Holdings, we consider the financial condition of Behringer Holdings when assessing the financial condition of our Property Manager. In the event that Behringer Holdings would be unable to meet its obligations as they become due, we might be required to find alternative service providers, which could result in a significant and costly disruption of our business.

There is no separate counsel for us and our affiliates, which could result in conflicts of interest.

DLA Piper, LLP (US) acts as legal counsel to us, and is also expected to represent our Managing Trustee and some of its affiliates from time to time. There is a possibility in the future that the interests of the various parties may become adverse and, under the Code of Professional Responsibility of the legal profession, DLA Piper, LLP (US) may be precluded from representing any one or all of such parties. If any situation arises in which our interests appear to be in conflict with those of our Managing Trustee or its affiliates, additional counsel may be retained by one or more of the parties to assure that their interests are adequately protected. Moreover, should such a conflict not be readily apparent, DLA Piper, LLP (US), may inadvertently act in derogation of the interest of the parties which could affect us and, therefore, our beneficiaries’ ability to meet our investment objectives.

Federal Income Tax Risks

There can be no assurance that the Liquidating Trust will be treated as a partnership for federal income tax purposes.

The Liquidating Trust is intending to be treated as a continuation of the Partnership and classified as a partnership for federal income tax purposes, and therefore income, gains, losses, deductions and credits (if any) realized by the Liquidating Trust will be allocated among the beneficiaries for federal tax purposes in the same manner as previously allocated by the Partnership. Further, with the transfer of all of the Partnership’s remaining assets to the Liquidating Trust and the assumption by the Liquidating Trust of all of the Partnership’s remaining liabilities, it is contemplated that there will be no change to the adjusted basis of any beneficiary’s interest in the Liquidating Trust and the beneficiaries will each have an adjusted basis with respect to such beneficiary’s beneficial interest in the Liquidating Trust equal to the adjusted basis of such beneficiary’s limited partnership interest in the Partnership immediately prior to the Effective Date. On a yearly basis, the Managing Trustee will cause the Liquidating Trust to continue to issue a schedule K-1 to each beneficiary. However, there can be no assurance that the Liquidating Trust will be treated as a partnership for federal income tax purposes. We will advise you if we learn that the tax treatment of the Liquidating Trust is other than as described herein.

The state and local tax consequences of the transfer of assets to the Liquidating Trust may be different from the federal income tax consequences of such transfer. In addition, any items of income, gain, loss, deduction or credit of the Liquidating Trust, and any distribution made by the Liquidating Trust, may be treated differently for state and local tax purposes than for federal income tax purposes.

The Internal Revenue Service may challenge our characterization of material tax aspects of your investment in our units of beneficial interest.

An investment in units involves material income tax risks. Investors are urged to consult with their own tax advisor with respect to the federal, state and foreign tax considerations of an investment in our units. We will not seek any rulings from the Internal Revenue Service regarding any of the tax issues discussed herein. Further, although we have obtained an opinion from our counsel, regarding the material federal income tax issues relating to an investment in our units, investors should be aware that this opinion represents only our counsel’s best legal judgment, based upon representations and assumptions referred to therein and conditioned upon the existence of certain facts. Our counsel’s tax opinion has no binding effect on the Internal Revenue Service or any court. Accordingly, we cannot assure investors that the conclusions reached in the tax opinion, if contested, would be sustained by any court. In addition, our counsel is unable to form an opinion as to the probable outcome of the contest of certain material tax aspects, including whether we will be characterized as a “dealer” so that sales of our assets would give rise to ordinary income rather than capital gain and whether we are required to qualify as a tax shelter under the Internal Revenue Code. Our counsel also gives no opinion as to the tax considerations to investors of tax issues that have an impact at the individual or beneficiary level. Accordingly, investors are urged to consult with and rely upon their own tax advisors with respect to tax issues that have an impact at the beneficiary or individual level.

Investors may realize taxable income without cash distributions, and they may have to use funds from other sources to pay their tax liabilities.

Beneficiaries will be required to report their allocable share of our taxable income on their personal income tax return regardless of whether they have received any cash distributions from us. It is possible that units of beneficial interest will be allocated taxable income in excess of their cash distributions. We cannot assure beneficiaries that cash flow will be available for distribution in any year. As a result, beneficiaries may have to use funds from other sources to pay their tax liability.

We could be characterized as a publicly traded partnership, which would have an adverse tax effect on investors.

If the Internal Revenue Service were to classify us as a publicly traded partnership, we could be taxable as a corporation, and distributions made to beneficiaries could be treated as portfolio income to them rather than passive income. Our counsel has given its opinion that we will not be classified as a publicly traded partnership, which is defined generally as a partnership whose interests are publicly traded or frequently transferred. However, this opinion is based only upon certain representations of our former General Partners and the provisions in our Liquidating Agreement that attempt to comply with certain safe harbor standards adopted by the Internal Revenue Service. We cannot assure beneficiaries that the Internal Revenue Service will not challenge this conclusion or that we will not, at some time in the future, be treated as a publicly traded partnership due to the following factors:

the complex nature of the Internal Revenue Service safe harbors;

the lack of interpretive guidance with respect to such provisions; and

the fact that any determination in this regard will necessarily be based upon facts that have not yet occurred.

The deductibility of losses will be subject to passive loss limitations, and therefore, their deductibility will be limited.

Units of beneficial interest will be allocated their pro rata share of our tax losses. Section 469 of the Internal Revenue Code limits the allowance of deductions for losses attributable to passive activities, which are defined generally as activities in which the taxpayer does not materially participate. Any tax losses allocated to investors will be characterized as passive losses, and accordingly, the deductibility of such losses will be subject to these limitations. Losses from passive activities are generally deductible only to the extent of a taxpayer’s income or gains from passive activities and will not be allowed as an offset against other income, including salary or other compensation for personal services, active business income or “portfolio income,” which includes non-business income derived from dividends, interest, royalties, annuities and gains from the sale of property held for investment. Accordingly, beneficiaries may receive no current benefit from their share of tax losses unless they are currently being allocated passive income from other sources.

The Internal Revenue Service may challenge our allocations of profit and loss, and any reallocation of items of income, gain, deduction and credit could reduce anticipated tax benefits.

Counsel has given its opinion that it is more likely than not that partnership items of income, gain, loss, deduction and credit will be allocated among our beneficiaries substantially in accordance with the allocation provisions of the Liquidating Trust Agreement. We cannot assure investors, however, that the Internal Revenue Service will not successfully challenge the allocations in the Liquidating Trust Agreement and reallocate items of income, gain, loss, deduction and credit in a manner that reduces anticipated tax benefits. The tax rules applicable to allocation of items of taxable income and loss are complex. The ultimate determination of whether allocations adopted by us will be respected by the Internal Revenue Service will depend upon facts which will occur in the future and which cannot be predicted with certainty or completely controlled by us. If the allocations we use are not recognized, beneficiaries could be required to report greater taxable income or less taxable loss with respect to an investment in us and, as a result, pay more tax and associated interest and penalties. Our beneficiaries might also be required to incur the costs of amending their individual returns.

We may be characterized as a dealer, and if so, any gain recognized upon a sale of real property would be taxable to investors as ordinary income.

If we were deemed for tax purposes to be a dealer, defined as one who holds property primarily for sale to customers in the ordinary course of business, with respect to one or more of our properties, any gain recognized upon a sale of such real property would be taxable to investors as ordinary income and would also constitute UBTI to investors who are tax-exempt entities. The resolution of our status in this regard is dependent upon facts that will not be known until the time a property is sold or held for sale. Under existing law, whether property is held primarily for sale to customers in the ordinary course of business must be determined from all the facts and circumstances surrounding the particular property at the time of disposition. These include the number, frequency, regularity and nature of dispositions of real estate by the holder and activities of the holder of the property in selling the property or preparing the property for sale. Accordingly, our counsel is unable to render an opinion as to whether we will be considered to hold any or all of our properties primarily for sale to customers in the ordinary course of business.

We may be audited by the Internal Revenue Service, which could result in the imposition of additional tax, interest and penalties.

Our federal income tax returns may be audited by the Internal Revenue Service. Any audit of us could result in an audit of beneficiaries’ tax returns that may require adjustments of items unrelated to their investment in us, in addition to adjustments to various items. In the event of any such adjustments, beneficiaries might incur attorneys’ fees, court costs and other expenses contesting deficiencies asserted by the Internal Revenue Service. Beneficiaries may also be liable for interest on any underpayment and penalties from the date their tax was originally due. The tax treatment of all items will generally be determined at the Liquidating Trust level in a single proceeding rather than in separate proceedings with each partner, and our Managing Trustee is primarily responsible for contesting federal income tax adjustments proposed by the Internal Revenue Service. In this connection, our Managing Trustee may extend the statute of limitations as to all beneficiaries and, in certain circumstances, may bind the beneficiaries to a settlement with the Internal Revenue Service. Further, our Managing Trustee may cause us to elect to be treated as an electing large partnership. If they do, we could take advantage of simplified flow-through reporting of items. Adjustments to items would continue to be determined at the Liquidating Trust level, however, and any such adjustments would be accounted for in the year they take effect, rather than in the year to which such adjustments relate. Our Managing Trustee will have the discretion in such circumstances either to pass along any such adjustments to the beneficiaries or to bear such adjustments at the Liquidating Trust level.

State and local taxes and a requirement to withhold state taxes may apply, and if so, the amount of net cash from operations payable to investors would be reduced.

The state in which a beneficiary resides may impose an income tax upon such beneficiary’s share of our taxable income. Further, states in which we will own our properties may impose income taxes upon beneficiaries’ share of our taxable income allocable to any property located in that state. Many states have also implemented or are implementing programs to require entities classified as partnerships for federal income tax purposes to withhold and pay state income taxes owed by non-resident partners relating to income-producing properties located in their states, and we may be required to withhold state taxes from cash distributions otherwise payable to beneficiaries. Beneficiaries may also be required to file income tax returns in some states and report their share of income attributable to ownership and operation by the Liquidating Trust of properties in those states. Moreover, despite our pass-through treatment for U.S. federal income tax purposes, certain states may impose income or franchise taxes upon our income and not treat us as a pass-through entity. The imposition of such taxes will reduce the amounts distributable to our beneficiaries. In the event we are required to withhold state taxes from beneficiaries’ cash distributions, the amount of the net cash from operations otherwise payable to beneficiaries would be reduced. In addition, such collection and filing requirements at the state level may result in increases in our administrative expenses that would have the effect of reducing cash available for distribution to beneficiaries. Beneficiaries are urged to consult with their own tax advisors with respect to the impact of applicable state and local taxes and state tax withholding requirements on an investment in our units.

Legislative or regulatory action could adversely affect investors.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in our units. Additional changes to the tax laws are likely to continue to occur, and we cannot assure investors that any such changes will not adversely affect the taxation of a beneficiary. Any such changes could have an adverse effect on an investment in our units or on the market value or the resale potential of our properties. Investors are urged to consult with their own tax advisor with respect to the impact of recent legislation on their investment in units and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our units. Investors should also note that our counsel’s tax opinion ~~assumes~~assumed that no legislation that will be applicable to an investment in our units ~~will~~would be enacted after the commencement of the Offering on February 19, 2003.

Congress has passed major federal tax legislation regarding taxes applicable to recipients of dividends. One of the changes reduced the tax rate to certain recipients of dividends paid by corporations to individuals to a maximum of 15% through 2012. The tax changes did not, however, reduce the corporate tax rates. Therefore, the maximum corporate tax rate of 35% has not been affected. Even with the reduction of the rate on dividends received by the individuals, the combined maximum corporate federal tax rate and individual tax rate on qualified corporate dividends is 44.75% and, with the effect of state income taxes, can exceed 50%.

Although entities classified as partnerships for federal income tax purposes continue to receive substantially better tax treatment than entities taxed as corporations, it is possible that future legislation would make a partnership structure a less advantageous organizational form for investment in real estate, or that it could become more advantageous for us to elect to be taxed for federal income tax purposes as a corporation or a REIT. Pursuant to our Liquidating Trust Agreement, our Managing Trustee has the authority to make any tax elections on our behalf that, in its sole judgment, are in our best interest. This authority includes the ability to elect to cause us to be taxed as a corporation or to qualify as a REIT for federal income tax purposes. Our Managing Trustee has the authority under our Liquidating Trust Agreement to make those elections without the necessity of obtaining the approval of our beneficiaries. In addition, our Managing Trustee has the authority to amend our Liquidating Trust Agreement without the consent of beneficiaries in order to facilitate our operations so as to be able to qualify us as a REIT, corporation or other tax status that it elects for us. Our Managing Trustee has fiduciary duties to us and to all investors and would only cause such changes in our organizational structure or tax treatment if it determines in good faith that such changes are in the best interest of our investors.

Under recently enacted legislation, for taxable years beginning after December 31, 2012, a U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, generally will be subject to a 3.8% tax (the "Medicare tax") on the lesser of (1) the U.S. person's "net investment income" for the relevant taxable year and (2) the excess of the U.S. person's modified adjusted gross income for the taxable year over a certain threshold. A U.S. person's net investment income for these purposes will generally include income and gain allocable to such U.S. person and/or any gain realized with respect to a disposition of our units of beneficial interest. If you are a U.S. person that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your investment in the ordinary shares.

In addition, for taxable years beginning before January 1, 2013, the maximum stated U.S. federal income tax rate applicable to individuals generally is 35% for ordinary income and 15% for net long-term capital gain (with lower rates applying to taxpayers in the 10% and 15% rate brackets), except that the portion of such gain that is attributable to certain depreciation recapture will be taxable at the maximum rate of 25%.

There are special considerations that apply to pension or profit sharing trusts or IRAs investing in our units.

If investors are investing the assets of a pension, profit sharing, 401(k), Keogh or other qualified retirement plan or the assets of an IRA in our units of beneficial interest, they should satisfy themselves that, among other things:

their investment is consistent with their fiduciary obligations under ERISA and the Internal Revenue Code;

their investment is made in accordance with the documents and instruments governing their plan or IRA, including their plan’s investment policy;

their investment satisfies the prudence and diversification requirements of ERISA;

their investment will not impair the liquidity of the plan or IRA;

their investment will not produce UBTI for the plan or IRA;

they will be able to value the assets of the plan annually in accordance with ERISA requirements; and

their investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

We may dissolve the Liquidating Trust if our assets are deemed to be “plan assets” or if we engage in prohibited transactions.

If our assets were deemed to be assets of qualified plans investing as limited partners, known as “plan assets,” our Managing Trustee would be considered to be a plan fiduciary and certain contemplated transactions between our Managing Trustee or its affiliates and us may be deemed to be prohibited transactions subject to excise taxation under Section 4975 of the Internal Revenue Code. Additionally, if our assets were deemed to be plan assets, ERISA’s fiduciary standards would extend to the Managing Trustee as a plan fiduciary with respect to our investments. We have not requested an opinion of our counsel regarding whether or not our assets would constitute plan assets under ERISA, nor have we sought any rulings from the U.S. Department of Labor (“Department of Labor”) regarding classification of our assets.

Department of Labor regulations defining plan assets for purposes of ERISA contain exemptions that, if satisfied, would preclude assets of an entity such as ours from being treated as plan assets. We cannot assure investors that our Liquidating Trust Agreement and the Offering have been structured so that the exemptions in such regulations would apply to us, and although our Managing Trustee intends that an investment by a qualified plan in units will not be deemed an investment in our assets, we can make no representations or warranties of any kind regarding the consequences of an investment in our units by qualified plans in this regard. Plan fiduciaries are urged to consult with and rely upon their own advisors with respect to this and other ERISA issues which, if decided adversely to us, could result in prohibited transactions, which would cause the imposition of excise taxation and the imposition of co-fiduciary liability under Section 405 of ERISA in the event actions undertaken by us are deemed to be non-prudent investments or prohibited transactions.

In the event our assets are deemed to constitute plan assets, or if certain transactions undertaken by us are deemed to constitute prohibited transactions under ERISA or the Internal Revenue Code and no exemption for such transactions applies or is obtainable by us, our Managing Trustee has the right, but not the obligation, upon notice to all beneficiaries, but without the consent of any beneficiary to:

compel a termination and dissolution of the Liquidating Trust; or

restructure our activities to the extent necessary to comply with any exemption in the Department of Labor regulations or any prohibited transaction exemption granted by the Department of Labor or any condition that the Department of Labor might impose as a condition to granting a prohibited transaction exemption.

Adverse tax considerations may result because of minimum distribution requirements.

If ~~a person intends to purchase~~ units are held through an IRA, or ~~if that person is a trustee of an IRA or~~ other ~~fiduciary of a~~ retirement plan considering an investment in units, such person must consider the limited liquidity of an investment in our units as it relates to applicable minimum distribution requirements under the Internal Revenue Code. If units are held and our properties have not yet been sold at such time as mandatory distributions are required to begin to an IRA beneficiary or qualified plan participant, Sections 408(a)(6) and 401(a)(9) of the Internal Revenue Code will likely require that a distribution-in-kind of the units be made to the IRA beneficiary or qualified plan participant. Any such distribution-in-kind of units must be included in the taxable income of the IRA beneficiary or qualified plan participant for the year in which the units are received at the fair market value of the units without any corresponding cash distributions with which to pay the income tax liability attributable to any such distribution. Also, fiduciaries of a retirement plan should consider that, for distributions subject to mandatory income tax withholding under Section 3405 of the Internal Revenue Code, the fiduciary may have an obligation, even in situations involving in-kind distributions of units, to liquidate a portion of the in-kind units distributed in order to satisfy such withholding obligations. There may also be similar state and/or local tax withholding or other obligations that should be considered.

UBTI may be generated with respect to tax-exempt investors.

We do not intend or anticipate that our tax-exempt investors will be allocated income deemed to be derived from an unrelated trade or business, which is generally referred to as UBTI. Notwithstanding this prohibition, our Managing Trustee does have limited authority to borrow funds deemed necessary including:

for Liquidating Trust purposes in the event of unexpected circumstances in which our cash resources become insufficient for the maintenance and repair of our properties or for the protection or replacement of assets;

in order to finance improvement of properties when our General Partners deem such improvements to be necessary or appropriate to protect the capital previously invested in the properties;

to protect the value of our investment in a particular property; and

to make a particular property more attractive for sale or lease.

Our Managing Trustee has represented that they will not cause us to incur indebtedness unless it obtains an opinion of our counsel or an opinion from our tax accountants that the proposed indebtedness more likely than not will not cause the income allocable to tax-exempt investors to be characterized as UBTI. Any such opinion will have no binding effect on the Internal Revenue Service or any court. Therefore, some risk remains that we may generate UBTI for our tax-exempt investors in the event that it becomes necessary for us to borrow funds.

Further, in the event we are deemed to be a “dealer” in real property, defined as one who holds real estate primarily for sale to customers in the ordinary course of business, the gain realized on the sale of our properties that is allocable to tax-exempt investors would be characterized as UBTI. If we generate UBTI, a trustee of a charitable remainder trust that has invested in us will lose its exemption from income taxation with respect to all of its income for the tax year in question. A tax-exempt limited partner other than a charitable remainder trust that has UBTI in any tax year from all sources of more than $1,000 will be subject to taxation on such income and be required to file tax returns reporting such income.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

At December 31, ~~2010~~2011, the ~~Partnership~~Liquidating Trust wholly owned the following properties:

Property Name	Location	Approximate Rentable Square Footage	Description
		Approximate
		Rentable Square
Property Name	Location	Footage	Description
Tucson Way	Denver, Colorado	70,660	Two-story office building
2800 W. Mockingbird	Dallas, Texas	73,349	One-story office building
Parkway Vista	Dallas, Texas	33,467	Two-story office building
ASC Building	Dallas, Texas	28,880	One-story office building

Each of the properties was transferred to us on the Effective Date. The following information generally applies to all of our properties:

· we believe ~~all~~both of our properties are adequately covered by insurance and suitable for their intended purposes; and

· our properties are located in markets where we are subject to competition in attracting new tenants and retaining current tenants~~; and~~.

· depreciation is provided on a straight-line basis over the estimated useful lives of the buildings.

Item 3.

Legal Proceedings.

We are not party to, and none of our properties are subject to, any material pending legal proceedings.

Item 4. ~~Removed~~ ~~and~~Mine ~~Reserved~~Safety Disclosures.

25None.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Holders

As of ~~April~~March 82, ~~2011~~2012, we had 4,275,187 of beneficial interest units outstanding that were held by a total of approximately 1,300 beneficiaries.

Distributions

~~The~~On ~~timing~~August ~~and~~15, ~~amount~~2011, ofthe ~~cash~~Liquidating ~~previously~~Trust made ~~distributed~~a bydistribution ~~the~~of ~~Partnership~~$5.2 million to its ~~limited~~beneficial ~~partners~~interest ~~was~~unit ~~determined~~holders byof ~~the~~record ~~General~~as ~~Partners~~of ~~and~~July ~~was~~15, ~~dependent~~2011, onvia a ~~number~~special distribution of ~~factors,~~$1.22 ~~including~~per ~~funds available for payment of distributions~~unit, ~~financial~~representing ~~condition~~all ~~and~~the ~~capital~~net ~~expenditures. The~~sales ~~following~~proceeds ~~table~~from ~~shows~~ the ~~distributions~~sale ~~declared~~of by the ~~Partnership~~2800 inW. ~~the~~Mockingbird ~~years~~property ~~ended~~on ~~December~~May 3126, ~~2010 and 2009 (in thousands):~~2011.

	2010		2009
Fourth Quarter	$	323	$	647
Third Quarter		323		646
Second Quarter		3,227		640
First Quarter		633		632
	$	4,506	$	2,565

On November 14, 2011, the Liquidating Trust made a distribution of $1.6 million; approximately one-half of the net sales proceeds of the ASC Building to our unit holders of record as of November 1, 2011 via an initial special distribution of $0.38 per unit. We returned one half of the sales proceeds of the ASC Building in order to preserve sufficient cash for operations and projects at Tucson Way. As the Liquidating Trust winds down, it is prudent to maintain adequate cash reserves to facilitate the re-tenanting of the Liquidating Trust’s Tucson Way property, which is currently 100% leased to a single tenant whose lease expires on March 31, 2012. We have entered into 54 month lease agreement with Lockheed Martin to lease all of Tucson Valley effective March 31, 2012.

The amount of distributions payable at December 31, 2010 and 2009 were approximately $109,000 and $218,000, respectively.

As is common in real estate related direct investments, when a fund enters its final disposition phase and sells assets, thereby reducing the asset base available to generate distributable cash, it is normal for monthly distributions to cease, and for further distributions to come in the form of special distributions as assets are sold. As a result, the terms of the Liquidating Trust Agreement do not contemplate that we will make monthly distributions; rather, it is expected that from time to time we will make special cash distributions to our beneficiaries, including in connection with the disposition of our remaining assets, to the extent that such cash will not be needed to provide for our liabilities (including contingent liabilities). Because we cannot be certain about the precise net realizable value of our assets and the ultimate amount of our liabilities, we are not able to predict accurately the aggregate cash amounts which will ultimately be distributed to our beneficiaries or the timing of any such distributions. The amount and timing of remaining distributions will be determined by our Managing Trustee based on funds available, net proceeds realized from the remaining assets, the timing of asset sales, whether our total assets exceed total liabilities at such time, whether we have provided for the level of reserves deemed necessary or appropriate and other considerations.

Recent Sales of Unregistered Securities

None.

2623

Item 6.

Selected Financial Data.

AsThe of December 31, 2010, the Partnership owned four properties and as of December 31, 2009, 2008, 2007 and, 2006, it owned five properties. During 2006, the Partnership sold the Northpoint Property and during 2010 the Partnership sold the Hopkins Building, which are shown as discontinued operations in the table below. Accordingly, the following selected financial data ~~may not be comparable. The following data~~ should be read in conjunction with the ~~consolidated~~sections ~~financial~~titled ~~statements~~“Risk ~~and~~Factors,” ~~the notes thereto and~~ “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~appearing~~and ~~elsewhere~~the inconsolidated ~~this~~financial ~~Annual~~statements ~~Report~~and onthe ~~Form~~notes ~~10-K~~thereto. The ~~selected~~results for ~~financial~~the ~~data~~period ~~presented~~from ~~below~~April as1, of2011 ~~and~~(a ~~for~~date ~~each~~we ofused ~~the~~as ~~five~~a ~~years~~matter inof ~~the~~convergence, ~~period~~efficiency ~~ended~~and materiality) through December 31, 2011 ~~2010~~are ~~has~~not ~~been~~comparable ~~derived~~to ~~from~~any ~~such~~prior ~~consolidated~~period ~~financial~~because ~~statements~~we ~~(in~~began ~~thousands,~~operations ~~except~~as ~~per~~of ~~unit~~an effective date of February 16, 2011 (amounts in thousands):.

	2010			2009		2008		2007			2006
	December 31,
Total assets	$	20,896		$	27,587	$	30,105	$	32,992		$	35,585
Selected Financial Data	2011
Total liabilities	$	1,165		$	1,384	$	1,502	$	1,607		$	2,370
STATEMENT OF NET ASSETS:
Partners' capital		19,731			26,203		28,603		31,385			33,215
Total Assets	$	14,380
Total liabilities and partners' capital	$	20,896		$	27,587	$	30,105	$	32,992		$	35,585
Net assets in liquidation (1)	$	12,119
Rental revenue	$	3,449		$	3,491	$	3,495	$	3,760		$	3,888
Net asset value per unit (1)	$	2.83
Income (loss) from continuing operations		(1,594	)		34		12		670			1,247
Income (loss) from discontinued operations		(372	)		131		129		137			257
Loss on sale of discontinued operations		-			-		-		(51	)		(494	)
Net income (loss)	$	(1,966	)	$	165	$	141	$	756		$	1,010
Basic and diluted per limited partnership unit data:
Income (loss) from continuing operations	$	(0.37	)	$	0.01	$	-	$	0.17		$	0.09
Income (loss) from discontinued operations		(0.09	)		0.03		0.03		-			0.14
Basic and diluted net income per limited partnership unit	$	(0.46	)	$	0.04	$	0.03	$	0.17		$	0.23
Distributions declared per limited partnership unit	$	1.05		$	0.60	$	0.60	$	0.60		$	0.60

27(1) The net assets in liquidation as of December 31, 2011 of $12.1 million plus cumulative liquidating distributions paid through December 31, 2011 of $25.3 million (which includes $18.4 million paid to stockholders prior to the transfer of assets and liabilities to the Liquidating Trust), would result in liquidating distributions paid to our beneficiaries per unit of approximately $9.02 per unit (of which $6.19 has been paid, which includes $4.59 per share paid to stockholders prior to the transfer of assets and liabilities to the Liquidating Trust).

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Period from
	April 1, 2011
	Through
	December 31, 2011

Statement of Changes in Net Assets:
Net assets contributed to Mid-Term Liquidating Trust on April 1, 2011	$	19,094
Change in estimated receipts in excess of estimated costs during liquidation		316
Net decrease in fair value		(433	)
Liquidating distributions to beneficiaries		(6,858	)
Change in net assets in liquidation		(6,975	)
Net assets in liquidation at December 31, 2011	$	12,119

~~The~~Item ~~following~~7. ~~discussion~~Management’s Discussion and ~~analysis~~Analysis ~~should~~of beFinancial ~~read~~Condition ~~in conjunction with the accompanying consolidated financial statements~~ and ~~the~~Results ~~notes thereto with respect to our predecessor in interest, the Partnership, as~~ of ~~December 31, 2010~~Operations.

~~Critical~~The ~~Accounting~~following ~~Policies~~discussion and ~~Estimates~~analysis should be read in conjunction with Item 6. “Selected Financial Data” and our consolidated financial statements and related notes included elsewhere in this report.

Management’s discussion and analysis of financial condition and results of operations of the Partnership are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we will evaluate these estimates. These estimates will be based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.24

~~Principles~~Overview ~~of Consolidation~~ and ~~Basis of Presentation~~Background

~~The~~On ~~consolidated~~February ~~financial~~16, 2011, ~~statements~~the ~~include~~General Partners in their sole discretion organized us as a Delaware statutory trust for the purpose of winding up the Partnership’s ~~accounts~~affairs and liquidating the ~~accounts~~Partnership’s assets, including, but not limited to, the sale of its ~~wholly~~remaining real ~~owned~~estate ~~subsidiaries~~assets, asto make appropriate provision for the Partnership’s remaining obligations and to make special distributions to our investors of available liquidation proceeds. As of December 31, ~~2010~~2011, two of the six properties remained in our portfolio. ~~All~~ These ~~inter-company~~properties ~~transactions~~combined contain approximately 104,000 ~~balances~~rentable ~~and~~square ~~profits~~feet. ~~have~~We ~~been~~will ~~eliminated~~not inpurchase ~~consolidation~~any additional properties for our portfolio.

~~Impairment~~On February 16, 2011, the Partnership completed its liquidation pursuant to a Plan of ~~Long-Lived~~Liquidation ~~Assets~~adopted by its General Partners pursuant to their authority under the Partnership’s Agreement of Limited Partnership, as amended, which provided for our formation as a liquidating trust for the purpose of completing the liquidation of the assets of the Partnership.

~~Prior~~In toaccordance with the ~~Effective~~Plan ~~Date, management monitored events~~ and ~~changes~~the inLiquidating Trust ~~circumstances~~Agreement, ~~indicating that~~ the ~~carrying~~Partnership ~~amounts~~transferred all of ~~real~~its ~~estate~~remaining assets ~~may~~and ~~not~~liabilities beto ~~recoverable. Examples of~~ the ~~types~~Liquidating ofTrust ~~events and circumstances that would have caused management~~ to ~~assess~~be ~~assets for potential impairment include~~administered, disposed ~~but~~of ~~were~~or ~~not~~provided ~~limited~~for ~~to, major vacancies resulting~~ in ~~loss~~accordance ofwith ~~revenues,~~the ~~natural~~terms ~~disasters,~~and ~~bona~~conditions ~~fide~~set ~~purchase~~forth ~~offers and changes~~ in the ~~economic~~Liquidating ~~climate~~Trust Agreement. ~~When~~ ~~such~~On ~~events~~the ~~or changes in circumstances occurred~~Effective Date, ~~management~~the ~~assessed~~Partnership ~~potential~~filed ~~impairment~~a byForm ~~comparing~~15 ~~estimated~~with ~~future~~the ~~undiscounted~~SEC ~~operating cash flows expected~~ to beterminate ~~generated over~~ the ~~estimated~~registration ~~period~~of ~~that it expected to hold~~ the ~~asset,~~limited ~~including~~partnership ~~its~~units ~~eventual~~in ~~disposition, to~~ the ~~carrying~~Partnership under ~~amount of~~ the ~~asset. In~~Exchange ~~the~~Act ~~event~~and ~~that~~announced ~~the~~it ~~carrying~~would ~~amount~~cease ~~exceeded~~filing ~~the~~reports ~~estimated~~under ~~future~~that ~~undiscounted~~Act. ~~operating~~On ~~cash~~March ~~flows~~31, ~~management~~2011 ~~recognized~~we anwere ~~impairment~~granted ~~loss~~No-Action relief tofrom ~~adjust~~ the ~~carrying~~SEC ~~value~~regarding ofour ~~the~~proposed ~~asset~~modified ~~to estimated fair value~~reporting. ~~The~~ ~~estimated~~A ~~fair~~copy ~~value~~of ~~was~~the ~~based~~No-Action onletter ~~discounted~~is ~~cash~~publicly ~~flow~~available ~~streams~~through ~~using~~the SEC’s ~~various~~website. ~~factors~~Accordingly ~~including~~our ~~estimated~~Managing ~~future~~Trustee ~~selling~~will ~~prices,~~file ~~costs~~with ~~spent~~the toSEC ~~date,~~annual ~~remaining~~reports ~~budgeted~~on ~~costs~~Form ~~and~~10-K ~~selling~~that ~~costs.~~contain Asunaudited financial astatements ~~result~~based ofon the ~~general~~liquidation ~~economic~~basis ~~downturn~~of ~~that~~accounting ~~began in 2008, management has expanded its impairment analysis,~~ and ~~has~~current ~~been~~reports ~~performing~~on anForm ~~analysis~~8-K ofto ~~the~~disclose ~~value~~material ofevents ~~each~~relating to ~~of its real estate assets at each reporting date~~us.

InThe ~~evaluating~~Liquidating ~~real~~Trust ~~estate~~will ~~for~~terminate ~~impairment,~~upon the ~~management~~earliest ~~used~~of ~~appraisals~~(i) ~~and made several estimates and assumptions, including, but not limited to,~~ the ~~projected~~distribution ~~date~~ of ~~disposition~~all of ~~the~~our ~~properties,~~assets ~~the~~in ~~estimated~~accordance ~~future~~with ~~cash~~the ~~flows~~terms of the ~~properties~~Liquidating ~~during~~Trust ~~our~~Agreement, ~~ownership~~or ~~and~~ (ii) the ~~projected~~expiration ~~sales~~of ~~price~~a period of ~~each~~three ofyears from the ~~properties~~Effective Date. A ~~change~~The interm ~~these~~may ~~estimates~~be ~~and~~extended ~~assumptions~~beyond ~~could~~the ~~result~~three inyear ~~understating~~term orif ~~overstating~~our ~~the~~Managing Trustee ~~book~~determines ~~value~~that ofan ~~our~~extension ~~investments,~~is ~~which~~reasonably ~~could~~necessary beto ~~material~~wind toup our ~~financial statements~~affairs.

~~Overview~~Property Dispositions

~~Although~~On ~~there~~May ~~have been recent signs of stabilization~~26, ~~the U.S. and global economies continue to experience the effects of the significant downturn that began in 2008. This downturn continues to disrupt the broader financial and credit markets~~2011, ~~weaken~~Behringer ~~consumer~~Harvard ~~confidence~~2800 Mockingbird ~~and impact unemployment rates. Due to the struggling economy~~LP, ~~including~~a ~~losses~~wholly-owned insubsidiary ~~the~~of ~~financial~~Behringer ~~and~~Harvard ~~professional~~Mid-Term ~~services~~Value ~~industries,~~Enhancement ~~overall~~Liquidating ~~demand~~Trust ~~across~~sold 2800 ~~most real estate sectors remains low~~W. ~~While~~ itMockingbird ~~is unclear when the overall economy will recover from these weakened market conditions, we do not expect conditions~~ to ~~improve~~an ~~significantly~~unaffiliated ~~in the near future. Consequently~~buyer, ~~our~~Stinson ~~primary~~FLP ~~objectives~~TX ~~will be to continue to preserve capital~~Property, ~~as well as sustain and enhance property values~~LLC, ~~while~~an ~~continuing~~affiliate ~~to focus on the disposition~~ of ~~our~~Roundtree Automotive ~~properties. Our ability to dispose of our properties will be subject to various factors~~Group, ~~including~~LLC. ~~the~~The ~~ability~~contract ofsales ~~potential~~price ~~purchasers~~for to2800 ~~access capital debt financing~~W. If weMockingbird ~~are~~was ~~unable to sell a property when we determine to do so, it could have a significant adverse effect on our cash flows and results of operations~~$5. ~~Given~~5 ~~the disruptions in the capital markets and the current lack of available credit~~million, ~~our~~exclusive ~~ability to dispose~~ of ~~our~~closing ~~properties may be delayed, or we may receive lower than anticipated returns~~costs. ~~In addition, a more prolonged economic downturn could negatively affect our ability to attract and retain tenants.~~

28On October 26, 2011, Behringer Harvard 1401 Plano Road LP, a wholly-owned subsidiary of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust sold the ASC Building to an unaffiliated buyer, 31009 San Antonio Realty, LP, a California limited partnership. The contract sales price for the ASC Building was $3.6 million, exclusive of closing costs.

Three of our four real estate assets are located in Texas, all of which are located in the Dallas-Fort Worth metropolitan area. Office vacancy rates in the Dallas-Fort Worth market stood at 21.1% in the fourth quarter of 2010. The national vacancy percentage for office space decreased from 19.4% in the fourth quarter of 2009 to 17.4% in the fourth quarter of 2010. The Dallas-Fort Worth area is expected to experience modest leasing volume in the near future, with corresponding rental rates increasing slightly in 2011 over 2010. To date, we have not experienced any significant tenant defaults resulting in the loss of material rental income.25

~~Current~~Critical ~~economic~~Accounting conditions discussed above make it difficult to predict future operating results. There can be no assurance that we will not experience further declines in revenues or earnings for a number of reasons, including, but not limited to the possibility of greater than anticipated weakness in the economy Policies and ~~the continued impact of the trends mentioned above.~~Estimates

~~Results~~Use of ~~Operations~~Estimates in the Preparation of Financial Statements

AtThe ~~December~~preparation ~~31,~~of ~~2010~~our ~~and~~financial ~~2009,~~statements in ~~the~~conformity ~~Partnership~~with ~~wholly~~GAAP ~~owned four~~ and ~~five~~under ~~properties, respectively. The remaining four properties transferred to us by~~ the ~~Partnership~~liquidation ~~combined~~basis ~~contain~~of ~~approximately~~accounting ~~206,000~~requires ~~rentable~~management ~~square~~to ~~feet. Denver~~make estimates and ~~Dallas,~~assumptions ~~together~~that affect ~~with its surrounding areas, represent our geographic exposure. As of December 31, 2010,~~ the ~~Partnership’s~~reported ~~portfolio~~amounts ~~was 61% leased as compared to 96% as~~ of ~~December~~assets ~~31,~~(including ~~2009.~~net ~~The~~assets ~~major tenants~~ in ~~its~~liquidation) ~~portfolio~~and ~~as of December 31~~liabilities, ~~2010~~revenues ~~included Raytheon Company~~ and ~~Air System Components LP (“ASC”). Effective November 1~~expenses, ~~2010,~~and ~~the~~related disclosure ~~Partnership~~of ~~signed~~contingent aassets ~~long-term~~and ~~lease~~liabilities ~~renewal with a single tenant~~ at the ~~ASC building~~date ~~for the 28,880 square feet facility. As a result, it recognized an asset impairment loss~~ of ~~approximately $1.4 million during~~ the ~~third~~financial ~~quarter~~statements ofand ~~2010 to adjust~~ the ~~carrying~~reported ~~value~~amounts of ~~the~~revenues ~~asset~~and expenses toduring ~~estimated fair value. Also, on April 15, 2010,~~ the ~~Partnership~~reporting ~~sold the Hopkins Building and its results are not included in amounts discussed below, but are reflected in discontinued operations for all periods presented~~period. ~~Additionally,~~ ~~Government~~On ~~Records~~a ~~Services,~~regular ~~Inc.~~basis, ~~part~~we ofwill ~~Affiliated~~evaluate ~~Computer~~these ~~Systems (“ACS”), the single tenant at 2800 W~~estimates. ~~Mockingbird,~~These ~~did~~estimates ~~not~~will ~~renew~~be ~~their~~based ~~lease~~on ~~which expired in September 2010 and represents approximately 35% of the rentable square feet in the Partnership~~management’s historical ~~portfolio. On~~industry ~~March~~experience ~~22, 2011, we entered into a contract subject to certain conditions~~ and ~~contingencies,~~on tovarious ~~sell 2800~~other W.assumptions ~~Mockingbird~~that ~~to an unaffiliated buyer. Unless we~~ are ~~able~~believed to ~~lease-up~~be ~~other~~reasonable ~~available~~under ~~space or complete a sale of~~ the ~~building,~~circumstances. ~~management~~Actual results ~~expects~~could ~~decreases~~differ infrom ~~most~~those ~~operating categories in the near future~~estimates.

~~Fiscal~~Liquidation ~~year~~Basis ~~ended~~of ~~December 31, 2010 as compared to fiscal year ended December 31, 2009~~Accounting

~~Rental~~Under ~~Revenue. Rental~~the ~~revenue~~liquidation ~~for~~basis ~~the~~of ~~years~~accounting, all ~~ended~~assets ~~December~~were ~~31,~~adjusted ~~2010~~to ~~and~~their ~~2009~~estimated ~~was~~fair ~~approximately~~value ~~$3.4~~(on ~~million~~an undiscounted basis) and ~~$3.5~~liabilities, ~~million~~including estimated costs associated with implementing the plan of liquidation, ~~respectively~~were adjusted to their estimated settlement amounts as of April 1, ~~and~~2011. ~~was~~We ~~comprised~~chose to adjust items to their fair values as of ~~revenue~~April 1, ~~including~~2011 ~~adjustments~~as a matter of convergence, efficiency and materiality. Actual values realized for ~~straight-line~~assets ~~rent~~and settlements of liabilities may differ materially from the amounts estimated. Estimated future cash flows from property operations were made based on the anticipated sales dates of our remaining assets. Due to the uncertainty in the timing of the anticipated sales dates and ~~amortization~~the cash flows therefrom, operations may differ materially from amounts estimated. These amounts are presented in the accompanying statement of ~~above-market~~net assets included in the consolidated financial statements. The net assets represent the estimated liquidation value of our remaining assets available to our beneficiaries upon liquidation. The actual settlement amounts realized for assets and ~~below-market~~liabilities ~~leases~~may differ materially, perhaps in adverse ways, from the ~~Partnership’s~~amounts ~~properties~~estimated.

~~Property~~In ~~Operating~~accordance ~~Expenses. Property~~with ~~operating~~our ~~expenses~~Liquidating ~~for~~Trust Agreement, ~~the~~we ~~years~~continue ~~ended~~to ~~December~~actively ~~31,~~manage ~~2010~~our ~~and~~property ~~2009~~portfolio ~~were~~to ~~approximately~~seek ~~$847~~to achieve higher occupancy rates,~~000~~ and ~~$868,000,~~control ~~respectively,~~operating expenses. We continually evaluate our existing portfolio and ~~were~~adjust ~~comprised~~our net real estate liquidation value accordingly. When we become aware of ~~expenses~~market ~~related~~conditions toor ~~the~~other ~~daily~~circumstances ~~operations~~that ~~from~~indicate that the ~~Partnership’s~~present value of our properties~~. The~~ ~~decrease~~materially indiffers from ~~property~~our ~~operating~~expected ~~expenses~~net ~~for~~sales price, we will adjust our liquidation value accordingly. Under the ~~year~~terms ~~ended~~of ~~December~~our 31Liquidating Trust Agreement, we ~~2010~~will isnot ~~primarily~~acquire ~~due~~any tonew ~~nonrecurring~~properties ~~maintenance~~and ~~expenses~~are ~~during~~focused ~~2009~~on liquidating our remaining assets.

~~Real~~Asset ~~Estate~~(Liability) ~~Taxes. Real estate taxes~~ for ~~the~~Estimated ~~years~~Receipts ~~ended December 31, 2010 and 2009 were approximately $524,000 and $459,000, respectively. The increase~~ (Costs) in ~~real~~Excess ~~estate~~of ~~taxes~~Estimated ~~for~~Costs ~~the~~(Receipts) ~~year~~during ~~ended December 31, 2010 is primarily due to an increase in valuations by taxing authorities.~~Liquidation

~~Property~~Under the liquidation basis of accounting, we are required to estimate the cash flows from operations and ~~Asset~~accrue ~~Management~~the ~~Fees. Property~~costs associated with implementing the liquidation of our remaining assets in compliance with the Plan and ~~asset~~our ~~management~~Liquidating ~~fees~~Trust ~~for~~Agreement. We currently estimate that we will have estimated costs of liquidation in excess of operating cash flows from our estimated receipts. We believe that our projected sales proceeds will cover the ~~years~~deficit. ~~ended December~~These 31amounts can vary significantly due to, ~~2010~~among other things, the timing and ~~2009~~estimates ~~were~~for ~~approximately~~executing and ~~$261~~renewing leases,~~000~~ along with the estimates of tenant improvements incurred and ~~$259~~paid,~~000~~ the timing of property sales, ~~respectively~~the timing and amounts associated with discharging known and contingent liabilities and the costs associated with winding up our operations. These costs are estimated and are expected to be paid over the liquidation period.

Asset Impairment Loss. Asset impairment loss for the year ended December 31, 2010, was approximately $1.4 million. During 2010, the Partnership signed a long-term lease renewal with a single tenant at the ASC building for the 28,880 square feet facility with certain incentives, which we do not expect to recover over the life of the projected holding period. As a result, it recognized an asset impairment loss. There was no asset impairment loss for the year ended December 31, 2009.26

~~General~~The ~~and~~change ~~Administrative~~in ~~Expenses. General~~the ~~and~~asset ~~administrative~~(liability) ~~expenses~~ for estimated ~~the~~receipts ~~years~~(costs) ~~ended December~~in ~~31,~~excess ~~2010 and 2009 were approximately $546,000 and $604,000, respectively, and were comprised~~ of ~~corporate~~estimated ~~general~~costs ~~and~~(receipts) ~~administrative~~during ~~expenses,~~liquidation ~~including~~for ~~auditing~~the ~~fees,~~period ~~directors’~~from ~~and~~April ~~officers’ insurance premiums~~1, ~~advisor’s~~2011 ~~administrative~~to ~~services~~December 31, ~~tax~~2011 ~~preparation~~was ~~fees,~~as ~~legal~~follows ~~fees,~~(amounts ~~transfer agent fees and other general and administrative expenses. The decrease~~ in ~~general and administrative expenses is primarily due to a reduction in the cost of administrative services provided by the Partnership’s advisor and co-General Partner Behringer Advisors I.~~thousands):

Depreciation and Amortization Expense. Depreciation and amortization expense for the years ended December 31, 2010 and 2009 was approximately $1.5 million and $1.3 million respectively.

	April 1,			Cash Payments			Change in			December 31,
	2011			and (Receipts)			Estimates			2011

Assets:
Estimated net inflows from consolidated operating activities	$	1,346		$	733		$	(1,763	)	$	316
Liabilities:
Liquidatiion costs		(700	)		160			100			(440	)
Capital expenditures		(1,492	)		(1,026	)		1,023			(1,495	)
Total liabilities		(2,192	)		(866	)		1,123			(1,935	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(846	)	$	(133	)	$	(640	)	$	(1,619	)

29Net Assets in Liquidation

~~Interest~~The ~~Income~~net assets in liquidation as of December 31, 2011 of $12. ~~Interest~~1 ~~income~~million ~~for~~plus ~~the~~cumulative ~~years~~liquidating ~~ended~~distributions paid through December 31, ~~2010~~2011 of $25.3 million (which includes $18.4 million paid to the Partnership’s limited partners prior to the transfer of its assets and ~~2009~~liabilities ~~was~~to the Liquidating Trust), would result in liquidating distributions paid to our beneficiaries per unit of approximately $~~35,000~~9.02 ~~and~~per unit (of which $~~49,000~~6.19 ~~respectively~~has been paid, including $4.59 per unit paid to the Partnership’s limited partners prior to the transfer its of assets and ~~was~~liabilities ~~comprised~~to the Liquidating Trust). These estimates for liquidating distributions per unit include projections of ~~interest~~costs and ~~income~~expenses ~~associated~~expected ~~with~~to ~~funds~~be onincurred ~~deposit~~during the period required to complete liquidation of our remaining assets in compliance with the ~~banks~~Plan and our Liquidating Trust Agreement. ~~The~~ ~~decrease~~These inprojections ~~interest~~could ~~income~~change ismaterially ~~due~~based toon athe ~~decrease~~timing of sales, the performance of underlying assets and any changes in the underlying assumptions of projected cash ~~balances~~flows.

~~Fiscal~~Factors ~~year~~Which ~~ended~~May ~~December~~Influence Future ~~31,~~Changes ~~2009~~in asNet ~~compared~~Assets toin ~~fiscal year ended December 31, 2008~~Liquidation

AsRental of December 31, 2009 and 2008, the Partnership wholly owned five properties. These properties combined contain approximately 236,000 rentable square feet. Also, on April 15, 2010, the Partnership sold the Hopkins Building and its results are included in discontinued operations for all periods presented.Income

~~Rental~~The ~~Revenue. Rental~~amount ~~revenue~~of ~~for~~rental ~~each~~income generated ofby our properties depends on our ability to maintain the ~~years~~occupancy ~~ended~~rates ~~December~~of ~~31,~~currently ~~2009~~leased space and ~~2008~~to ~~was~~lease ~~approximately~~currently available ~~$3.5~~space ~~million,~~ and ~~was~~space ~~comprised~~available offrom ~~revenue,~~unscheduled ~~including~~lease ~~adjustments~~terminations ~~for~~at ~~straight-line~~the ~~rent~~existing ~~and~~rental ~~amortization~~rates. Negative trends in one or more of ~~above-market~~these ~~and~~factors ~~below-market~~could ~~leases,~~adversely ~~from~~affect our ~~properties~~rental income in future period.

~~Property~~Scheduled ~~Operating~~Lease Expenses. Property operating expenses for the years ended December 31, 2009 and 2008 were approximately $868,000 and $812,000, respectively, and were comprised of expenses related to the daily operations from the Partnership’s properties. The increase in property operating expenses for the year ended December 31, 2009 is primarily due to nonrecurring maintenance expenses during 2009.Expirations

~~Real~~As ~~Estate~~of ~~Taxes. Real~~December ~~estate~~31, ~~taxes~~2011, ~~for~~our ~~the~~consolidated properties ~~years~~were ~~ended~~91% ~~December 31~~leased, ~~2009~~with ~~and~~74% ~~2008~~of ~~were~~the ~~approximately~~leased ~~$459,000~~square ~~and~~footage ~~$619~~expiring during 2012,~~000,~~ ~~respectively.~~which ~~The~~includes ~~decrease~~the expiration of 100% of our Tucson Way property in ~~real~~April ~~estate~~2011. ~~taxes~~We ~~for~~have ~~the~~entered ~~year~~into ~~ended~~54 ~~December~~month ~~31,~~lease ~~2009~~agreement iswith ~~primarily~~Lockheed ~~due~~Martin to alease ~~decrease~~all inof ~~valuations~~Tucson Valley byeffective ~~taxing~~March ~~authorities~~31, 2012..

~~Property~~Our ~~and~~leasing ~~Asset~~strategy ~~Management~~through the ~~Fees. Property~~period ~~and~~of ~~asset~~liquidation ~~management~~focuses ~~fees~~on negotiating renewals for ~~the~~leases ~~each~~scheduled ofto expire during the ~~years~~year ~~ended December~~and ~~31,~~identifying ~~2009~~new ~~and~~tenants or ~~2008~~existing ~~were~~tenants ~~approximately~~seeking ~~$259,000~~additional space.

~~General~~Transfer ~~and~~to ~~Administrative Expenses. General and administrative expenses for~~ the years ended December 31, 2009 and 2008 were approximately $604,000 and $574,000, respectively, and were comprised of corporate general and administrative expenses, including auditing fees, directors’ and officers’ insurance premiums, advisor’s administrative services, tax preparation fees, legal fees, transfer agent fees, and other administrative expenses. The increase was primarily due to increased legal fees, tax preparation fees and advisors administrative services.Liquidating Trust

~~Depreciation~~Pursuant ~~and~~to ~~Amortization~~the ~~Expense. Depreciation~~Plan, on ~~and~~February ~~amortization~~16, ~~expense~~2011, ~~for~~the Partnership transferred the ~~years~~following ~~ended~~remaining ~~December 31~~assets and liabilities, ~~2009~~which ~~and~~were ~~2008~~valued ~~was~~as ~~approximately~~of $April 1.3, ~~million~~2011, ~~and~~to ~~$1.4~~the ~~million~~Liquidating ~~respectively.~~Trust (amounts in thousands):

Interest Income. Interest income for the years ended December 31, 2009 and 2008 was approximately $49,000 and $162,000 respectively, and was comprised of interest income associated with funds on deposit with banks. The decrease in interest income is due to a decrease in cash balances and interest rates on cash deposits.

	April 1,
	2011

Real estate investments:
Real estate held for sale	$	16,503
Cash and cash equivalents		2,987
Accounts receivable, net		135
Prepaid expenses and other assets		17
Accounts payable		(51	)
Net payables to related parties		(67	)
Accrued and other liabilities		(430	)

Net assets in liquidation	$	19,094

~~Cash Flow Analysis~~27

~~Fiscal~~Changes ~~year~~in ~~ended~~Net ~~December~~Assets in ~~31, 2010 as compared to the fiscal year ended December 31, 2009~~Liquidation

~~Cash~~For ~~provided by operating activities for~~ the ~~year~~period ~~ended~~from ~~December~~April ~~31, 2010 was approximately $~~1~~.1 million and was primarily comprised of the net loss of approximately $2.0 million~~, ~~adjusted~~2011 ~~for~~to asset impairment loss of approximately $1.8 million and depreciation and amortization of approximately $1.5 million, partially offset by the changes in lease intangibles of $247,000. Cash provided by operating activities for the year ended December 31, 2009 was $964,000 and was primarily comprised of the net income of $165,000, adjusted for depreciation and amortization of approximately $1.4 million, partially offset by the changes in lease intangibles of approximately $361,000 and changes in working capital accounts of approximately $267,000.2011

~~Cash~~Net ~~provided~~assets byin ~~investing~~liquidation decreased ~~activities for the year ended December 31, 2010 was approximately~~ $~~2.3~~7 million ~~and~~during ~~was~~the ~~comprised~~period ~~of proceeds~~ from ~~the~~April ~~sale of the Hopkins Building of approximately $2.5 million~~1, ~~partially~~2011 ~~offset~~to byDecember ~~purchases of personal property and equipment of $173~~31,~~000~~ 2011. ~~Cash~~The ~~used~~primary inreason ~~investing activities~~ for the ~~year~~decrease ~~ended December~~in ~~31,~~net ~~2009~~ assets was ~~$181,000~~liquidating ~~and~~distributions ~~was~~paid ~~comprised~~to ofbeneficiaries ~~purchases~~ of ~~property~~$6.9 ~~and equipment~~million.

~~Cash~~Liquidity ~~used in financing activities consisted of distributions to the Partnership’s limited partners of approximately for the years ended December 31, 2010~~ and ~~2009 was approximately $4.6 million and $2.6 million, respectively.~~Capital Resources

~~Fiscal~~Our ~~year~~total ~~ended~~assets and net assets in liquidation were $14.4 million and $12.1 million, respectively at December 31, ~~2009~~2011. asOur ~~compared~~ability to meet our obligations is contingent upon the ~~fiscal~~sale ~~year~~of ~~ended~~our ~~December~~remaining ~~31,~~assets. ~~2008~~We estimate that the net proceeds from the sale of our remaining assets will be adequate to pay our obligations; however we cannot provide any assurance as to the prices we will receive for the disposition of our remaining assets or the net proceeds therefrom.

~~Cash~~Current ~~provided~~Sources ~~by operating activities for the year ended December 31, 2009 was approximately $964,000 and was primarily comprised~~ of ~~net~~Capital ~~income of approximately $165,000, adjusted for depreciation~~ and amortization of approximately $1.4 million, partially offset by the changes in lease intangibles of approximately $361,000 and changes in working capital accounts of approximately $267,000. Cash provided by operating activities for the year ended December 31, 2008 was approximately $1.6 million and was primarily comprised of the net income of approximately $141,000, adjusted for depreciation and amortization of approximately $1.5 million.Liquidity

30We anticipate, but cannot assure, that our cash flow from operations and sale of or remaining assets will be sufficient during the liquidation period to fund our cash needs for payment of expenses and capital expenditures. Although we can provide no assurances, we currently expect to sell all of our assets by February 16, 2014.

~~Cash~~Other ~~used~~Liquidity in investing activities for the year ended December 31, 2009 was approximately $181,000 and was comprised of purchases of property and equipment for our properties. There was no cash provided by or used in investing activities during the year ended December 31, 2008.Needs

~~Cash~~We ~~used~~believe inthat ~~financing~~we ~~activities~~will have ~~consisted~~sufficient ofcapital ~~distributions~~resources to ~~the~~satisfy ~~Partnership’s~~our ~~limited~~liquidity ~~partners~~needs ofduring ~~approximately~~the $2liquidation period.6 ~~million~~We ~~for~~made ~~the~~cash ~~year~~distributions ~~ended~~of ~~December 31, 2009~~approximately $6. ~~For~~9 ~~the~~million ~~year~~to ~~ended~~our ~~December~~beneficiaries ~~31,~~during ~~2008,~~the ~~cash~~period ~~used~~from inApril ~~financing~~1, ~~activities~~2011 ~~was~~to ~~approximately~~December $231, 2011.9 ~~million~~The ~~and~~source ~~consisted~~ of ~~distributions~~payment of ~~approximately~~these ~~$2.6~~distributions was ~~million~~net ~~and~~proceeds ~~redemptions~~from ofthe ~~approximately~~sale ~~$342,000~~of properties.

~~Liquidity~~As of December 31, 2011, we estimate that we will have approximately $1.9 million of commitments and ~~Capital~~expenditures ~~Resources~~during the liquidation period. However, there can be no assurance that we will not exceed the amounts of these estimated expenditures or that we will be able to obtain additional sources of financing on commercially favorable terms, or at all. A material adverse change in the net cash provided by operating activities or net proceeds expected from the liquidation of our remaining assets may affect our ability to fund these items.

~~The~~Liquidating ~~Partnership’s cash and cash equivalents were approximately $3.3 million at December 31, 2010. Going forward, our principal demands for funds~~ distributions will be ~~for~~determined ~~the~~in ~~payment~~our ofManaging ~~operating expenses. Generally, cash needs are expected to be met from operations and from cash on hand. The timing and amount of cash previously distributed to the Partnership~~Trustee’s ~~limited~~sole ~~partners~~discretion ~~was determined by its General Partners~~ and ~~was~~are dependent on a number of factors, including the amount of funds available for ~~payment of distributions~~distribution, our financial condition, ~~and~~our capital expenditures, and other factors our Managing Trustee may deem relevant.

OnWe ~~April 15~~anticipate, ~~2010~~but cannot assure, ~~the~~that ~~Partnership~~our ~~sold~~cash ~~the~~flow ~~Hopkins~~from ~~Building~~operations and ~~with the successful~~ sale of ~~this~~or ~~asset,~~remaining ~~management~~assets ~~decided~~will tobe ~~distribute~~sufficient ~~proceeds~~during ofthe ~~approximately~~liquidation ~~$2.7~~period ~~million in May 2010~~ to fund ~~the~~our ~~Partnership’s~~cash ~~unit~~needs ~~holders~~for ~~through~~payment ~~a special distribution~~ of ~~$0.63 per unit. With the previous sale of the Northpoint Property in December 2006 and now with the sale of the Hopkins Building, there were fewer properties to support the Partnership’s fixed~~ expenses and ~~regular~~capital ~~monthly distributions~~expenditures. As aAlthough ~~result,~~we ~~the~~can ~~General~~provide ~~Partners~~no ~~determined~~assurances, towe ~~reduce~~currently ~~the normal distribution rate from 6%~~ expect to 3%sell ~~effective~~all ~~June 1, 2010 to reflect the reduction~~ of ~~income~~our ~~resulting~~assets ~~from~~by ~~the~~February ~~disposition of this asset and resulting higher general and administrative costs relative to revenues. As of December 31~~16, ~~2010, and through the Effective Date, the distribution rate for the Partnership remained unchanged~~2014.

OnThe ~~February~~turbulent ~~16,~~financial markets ~~2011,~~and ~~the~~disruption ~~Partnership’s~~in ~~General~~the ~~Partners~~banking ~~elected~~system, toas ~~liquidate~~well as the ~~Partnership~~nationwide ~~and~~economic ~~transfer~~downturn, ~~its~~has ~~remaining~~created ~~assets~~a ~~and~~severe ~~liabilities~~lack toof ~~the~~credit and ~~Liquidating~~rising ~~Trust~~costs asof aany ~~cost~~debt ~~saving alternative~~ that ~~the~~is ~~General~~available. ~~Partners~~Fortunately, ~~believed~~we tohave belimited inexposure to the ~~best~~currently ~~interests~~volatile ofcredit ~~the investors~~markets. The ~~expenses~~current ~~associated~~lack ~~with~~of ~~operating~~available acredit ~~public~~may ~~reporting~~affect ~~entity,~~our ~~like~~ability ~~the~~to ~~Partnership,~~dispose ~~are~~of ~~comparatively high~~additional ~~and~~properties ~~therefore~~due ~~detract~~to ~~from~~potential ~~distributable~~purchasers ~~proceeds~~being unable ~~and returns it can make~~ to ~~its~~obtain ~~investors~~financing. ~~The~~ ~~reorganization~~We ~~into~~have ano ~~liquidating~~exposure ~~trust enables us~~ to ~~reduce~~money ~~costs~~market ~~associated~~mutual ~~with~~funds ~~public~~and ~~reporting~~we ~~obligations~~monitor ~~and~~the ~~related~~depository ~~audit~~institutions ~~expenses~~ that ~~are~~hold our ~~not~~cash ~~applicable~~and tocash ~~the~~equivalents ~~Liquidating~~on ~~Trust,~~a ~~helping~~regular tobasis ~~preserve~~and ~~capital~~believe ~~throughout~~that ~~our~~we ~~disposition~~have ~~phase~~placed ~~for~~our ~~the~~deposits ~~benefit~~with ofcreditworthy ~~our~~financial ~~investors~~institutions. We ~~Cutting~~also ~~expenses~~do ~~and~~not ~~maximizing~~own ~~investor~~any ~~returns~~loans isor adebt ~~primary focus in this disposition phase~~instruments.

InAs ~~accordance with the terms~~ of ~~the~~December ~~Liquidating Trust Agreement~~31, ~~the Liquidating Trust discontinued payment of monthly distribution on February 16,~~ 2011~~. As is common in real estate related direct investments~~, ~~when a fund enters its final disposition phase and sells assets, thereby reducing~~ the ~~asset~~portfolio ~~base~~was 91% ~~available~~leased. toDenver ~~generate distributable cash, it is normal for monthly distributions to cease,~~ and ~~for further distributions to come in the form of special distributions as assets are sold. As a result~~Dallas, ~~the~~together terms of the Liquidating Trust Agreement do not contemplate that we will make monthly distributions; rather, it is expected that from time to time we will make special cash distributions to our beneficiaries, including in connection with ~~the~~their ~~disposition~~surrounding ~~of our remaining assets~~areas, torepresent ~~the extent that such cash will not be needed to provide for~~ our ~~liabilities~~geographic ~~(including contingent liabilities)~~exposure. Because we cannot be certain about the precise net realizable value of our assets and the ultimate amount of our liabilities, we are not able to predict accurately the aggregate cash amounts which will ultimately be distributed to our beneficiaries or the timing of any such distributions. The amount and timing of remaining distributions will be determined by our Managing Trustee based on funds available, net proceeds realized from the remaining assets, the timing of asset sales, whether our total assets exceed total liabilities at such time, whether we have provided for the level of reserves deemed necessary or appropriate and other considerations.

~~The~~Off-Balance ~~turbulent~~Sheet financial markets and disruption in the banking system, as well as the nationwide economic downturn, has created a severe lack of credit and rising costs of any debt that is available. Fortunately, we have limited exposure to the currently volatile credit markets. The current lack of available credit may affect our ability to dispose of additional properties due to potential purchasers being unable to obtain financing. We have no exposure to money market mutual funds and we monitor the depository institutions that hold our cash and cash equivalents on a regular basis and believe that we have placed our deposits with creditworthy financial institutions. We also do not own any loans or debt instruments.Arrangements

AsThere ofare ~~December~~no ~~31,~~off-balance ~~2010,~~sheet ~~the~~arrangements that ~~Partnership’s~~are ~~portfolio~~reasonably ~~was~~likely ~~61% leased as compared~~ to ~~96%~~have ~~as of December 31, 2009. The major tenants in the Partnership’s portfolio as of December 31, 2010 included Raytheon Company and ASC. During 2010 the Partnership signed~~ a ~~long-term~~current ~~lease~~or ~~renewal~~future ~~with~~material aeffect ~~single~~on ~~tenant~~our atfinancial ~~the ASC building for the 28~~condition,~~880~~ ~~square~~changes ~~foot~~in ~~property. Denver~~financial ~~and Dallas~~condition, ~~together~~ revenues ~~with its~~or ~~surrounding areas~~expenses, ~~represent~~results ~~our~~of ~~geographic exposure. In addition~~operations, ~~it collected 100% of its base rent from our tenants for the year 2010~~liquidity, ~~which~~capital isexpenditures aor ~~good~~capital ~~indication of credit quality and stability~~resources.

WeContractual expect to meet our future short-term operating liquidity requirements through cash provided by the operations of our current properties and available cash on hand. Management expects that our properties will generate sufficient cash flow to cover operating expenses. During the year ended December 31, 2010, distributions by the Partnership were paid from available cash on hand and cash provided by the operations of the Partnership’s properties. Other potential future sources of capital include proceeds from the sale of properties and undistributed funds from operations. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures subject to limitations discussed in Item 1 of Form 10-K.Obligations

The Liquidating Trust had no contractual obligations as of December 31, 2011.

~~Net Operating Income~~28

~~Net~~New ~~operating~~Accounting ~~income~~Pronouncements (“NOI”) is a non-GAAP financial measure that is defined as rental revenue less property operating expenses, real estate taxes and property management fees. Management believes that NOI provides an accurate measure of our operating performance because NOI reflects the operating performance of our properties and excludes certain items that are not associated with management of the properties. NOI should not be considered as an alternative to net income (loss), or an indication of our liquidity. NOI is not indicative of funds available to fund our cash needs or our ability to make distributions and should be reviewed in connection with other GAAP measurements. To facilitate understanding of this financial measure, a reconciliation of NOI to net income (loss) has been provided in accordance with GAAP. Our calculations of the Partnership’s NOI for the years ended December 31, 2010, 2009 and 2008 are presented below (in thousands):

	2010			2009			2008
Rental revenue	$	3,449		$	3,491		$	3,495
Operating expenses
Property operating expenses		847			868			812
Real estate taxes		524			459			619
Property and asset management fees		261			259			259
Less: Asset management fees		(123	)		(123	)		(123	)
Total operating expenses		1,509			1,463			1,567
Net operating income	$	1,940		$	2,028		$	1,928
Reconciliation of NOI to Net Income
Net operating income	$	1,940		$	2,028		$	1,928
Less: General and administrative		(546	)		(604	)		(574	)
Depreciation and amortization		(1,489	)		(1,307	)		(1,368	)
Asset management fees		(123	)		(123	)		(123	)
Asset impairment loss		(1,404	)		-			-
Provision for income taxes		(7	)		(9	)		(13	)
Add: Interest income		35			49			162
Income (loss) from discontinued operations		(372	)		131			129
Net income (loss)	$	(1,966	)	$	165		$	141

In May 2011, the FASB issued updated guidance for fair value measurements. The guidance amends existing guidance to provide common fair value measurements and related disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”). This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We are evaluating this guidance and currently do not believe that it will have a material impact on our consolidated financial statements or disclosures.

~~Performance Reporting Required by the Partnership Agreement~~Inflation

~~Section~~The ~~15.2~~real ofestate ~~the~~market ~~Partnership~~has ~~Agreement~~not ~~required~~been ~~the~~affected significantly ~~Partnership~~by toinflation ~~provide~~in ~~its~~the ~~limited~~past ~~partners~~several ~~with~~years ~~its~~due ~~net~~to ~~cash~~the ~~from~~relatively ~~operations,~~low ainflation ~~non-GAAP~~rate. ~~financial~~The ~~measure~~majority ~~which~~of isour ~~defined~~leases ascontain inflation ~~net~~protection ~~income,~~provisions ~~computed~~applicable into ~~accordance~~reimbursement ~~with~~billings ~~GAAP,~~for ~~plus~~common ~~depreciation~~area ~~and~~maintenance ~~amortization~~charges, on real estate ~~assets,~~tax ~~non-cash impairment charges~~ and ~~adjustments~~insurance reimbursements ~~for~~on ~~gain~~a onper ~~sale~~square offoot ~~assets~~basis, ~~gain~~or onin ~~sale~~some ofcases, ~~discontinued~~annual ~~operations~~reimbursement ~~and capital improvements (“Net Cash From Operations”). Our calculations~~ of ~~the~~operating ~~Partnership’s~~expenses ~~Net~~above ~~Cash~~a ~~From~~certain ~~Operations~~per ~~for~~square foot ~~the years ended December 31, 2010, 2009 and 2008 are presented below (in thousands):~~allowance.

	2010			2009			2008
Net income (loss)	$	(1,966	)	$	165		$	141
Asset impairment loss		1,813			-			-
Depreciation and amortization		1,548			1,427			1,455
Capital improvements		(173	)		(181	)		-
Net cash from operations	$	1,222		$	1,411		$	1,596

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

32We have limited exposure to financial market risks, including changes in interest rates and other relevant market prices. We have no investments or obligations that would be affected by an increase or decrease in interest rates. At December 31, 2011, the Liquidating Trust did not have any foreign operations and thus was not exposed to foreign currency fluctuations.

~~Off-Balance~~Item ~~Sheet~~8. ~~Arrangements~~Financial Statements and Supplementary Data.

The ~~Partnership~~information ~~had~~required noby ~~off-balance~~this ~~sheet~~Item ~~arrangements~~8 is ~~that~~provided ~~are~~in ~~reasonably~~our ~~likely~~Financial toStatements ~~have~~beginning ~~a current or future material effect~~ on ~~the~~page ~~financial~~F-1 ~~condition, changes in financial condition, revenues or expenses, results~~ of ~~operations,~~this ~~liquidity,~~Annual ~~capital~~Report ~~expenditures~~on orForm ~~capital resources of the Partnership or the Liquidating Trust, as successor in interest~~10-K.

~~Contractual~~Item ~~Obligations~~9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

~~The~~We ~~Partnership~~did ~~had~~not noemploy ~~contractual~~an ~~obligations~~independent asregistered public ofaccounting ~~December~~firm ~~31,~~to ~~2010~~perform an audit on the financial statements contained in this Annual Report on Form 10-K.

~~New~~Item ~~Accounting~~9A. ~~Pronouncements~~Controls and Procedures.

InEvaluation ~~January 2010, the FASB updated the disclosure requirements for fair value measurements. The updated guidance requires companies to disclose separately the investments that transfer in and out~~ of ~~Levels~~Disclosure 1Controls and 2 and the reasons for those transfers. Additionally, in the reconciliation for fair value measurements using significant observable inputs (Level 3), companies should present separately information about purchases, sales, issuances and settlements. The Partnership adopted the guidance on January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which are effective for fiscal years beginning after December 15, 2010. The adoption of the required guidance did not have a material impact on the Partnership’s financial statements or disclosures. The Partnership adopted the remaining guidance on January 1, 2011. The Partnership adopted the remaining guidance on January 1, 2011 and we do not expect that the adoption of the remaining guidance will have an impact on our financial statements or disclosures.Procedures

~~Inflation~~As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the management of Behringer Advisors I, as Managing Trustee of the Liquidating Trust, including its Chief Executive Officer and Chief Financial Officer, evaluated as of December 31, 2011 the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of Behringer Advisors I concluded that our disclosure controls and procedures, as of December 31, 2011, were effective for the purpose of ensuring that information required to be disclosed by us in this report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to the management of Behringer Advisors I, as our Managing Trustee, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

~~The~~We ~~real~~believe, ~~estate~~however, ~~market~~that ~~has~~a ~~not~~controls ~~been~~system, no ~~affected~~matter ~~significantly~~how bywell ~~inflation~~designed inand ~~the~~operated, ~~past~~cannot ~~several~~provide ~~years~~absolute ~~due~~assurance tothat the ~~relatively~~objectives ~~low inflation rate. The majority~~ of ~~our~~the ~~leases~~controls ~~contain~~systems ~~inflation~~are ~~protection~~met, and ~~provisions~~no ~~applicable~~evaluation toof ~~reimbursement~~controls ~~billings~~can ~~for~~provide ~~common~~absolute ~~area~~assurance ~~maintenance~~that ~~charges,~~all ~~real~~control ~~estate~~issues ~~tax~~ and ~~insurance~~instances ~~reimbursements~~of onfraud aor ~~per square foot basis~~error, orif ~~in some cases~~any, ~~annual~~within an ~~reimbursement~~entity ofhave ~~operating~~been ~~expenses above a certain per square foot allowance~~detected.

~~Item~~Management’s ~~7A. Quantitative~~Annual ~~and~~Report ~~Qualitative~~on ~~Disclosures~~Internal ~~About~~Control ~~Market~~over Financial ~~Risk.~~Reporting

WeOur ~~have~~Trustees ~~limited~~are ~~exposure~~responsible tofor establishing and maintaining adequate internal control over financial ~~market~~reporting ~~risks~~(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The Liquidating Trust’s management, including ~~changes~~the inChief ~~interest~~Executive ~~rates~~Officer and ~~other~~Chief ~~relevant~~Financial ~~market~~Officer ~~prices. We~~of ~~have~~Behringer noAdvisors I, ~~investments~~as orManaging ~~obligations~~Trustee ~~that~~of ~~would~~the beLiquidating ~~affected~~Trust, byevaluated anas ~~increase~~of orDecember ~~decrease~~31, 2011 the effectiveness of our internal control over financial reporting using the framework in ~~interest~~Internal ~~rates~~Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. At ~~December~~Based ~~31,~~on ~~2010~~that evaluation, the ~~Partnership~~Chief ~~did~~Executive ~~not~~Officer ~~have~~and ~~any~~Chief ~~foreign~~Financial ~~operations~~Officer ~~and~~of Behringer ~~thus~~Advisors I concluded that the Liquidating Trust’s internal controls, as of December 31, 2011, were ~~not~~effective ~~exposed~~in providing toreasonable ~~foreign~~assurance ~~currency~~regarding ~~fluctuations~~reliability of financial reporting.

~~Item 8. Financial Statements and Supplementary Data.~~29

~~The~~Changes ~~information~~in ~~required~~Internal byControl ~~this~~over ~~Item 8 is provided in our~~ Financial ~~Statements beginning on page F-1 of this Annual Report on Form 10-K.~~Reporting

~~Item~~There 9.has ~~Changes~~been no change in ~~and~~internal ~~Disagreements~~control over ~~With~~financial ~~Accountants~~reporting onthat ~~Accounting~~occurred ~~and~~during ~~Financial~~the ~~Disclosure~~period from April 1, 2011 to December 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~None~~Item 9B. Other Information.

~~Item~~On 9AMarch 26, 2012, our Managing Trustee Behringer, Harvard Advisors I, appointed S. ~~Controls~~ Jason Hall as Treasurer of the Managing Trustee and, ~~Procedures~~in such capacity, Mr. Hall also serves as principal accounting officer of the Behringer Harvard Mid-Term Value Enhancement Liquidating Trust.

~~Evaluation of Disclosure Controls and Procedures~~30

AsPART required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the management of Behringer Advisors I, as General Partner of the Partnership, including its Chief Executive Officer and Chief Financial Officer, evaluated as of December 31, 2010 the effectiveness of the Partnership’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of Behringer Advisors I concluded that the Partnership’s disclosure controls and procedures, as of December 31, 2010, were effective for the purpose of ensuring that information required to be disclosed by us in this report as successor in interest to the Partnership is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to the management of Behringer Advisors I, as our Managing Trustee, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.III

WeItem ~~believe,~~10. ~~however~~Directors, ~~that~~Executive aOfficers ~~controls system, no matter how well designed~~ and ~~operated,~~Corporate cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a partnership have been detectedGovernance.

33Managing Trustee

~~Management’s~~Prior to ~~Annual~~the ~~Report~~Effective onDate, ~~Internal~~the ~~Control~~Partnership ~~over~~operated ~~Financial~~under ~~Reporting~~the direction of its General Partners, Behringer Advisors I and Mr. Robert M. Behringer. Since the Effective Date, the Liquidating Trust operates under the direction of our Managing Trustee, Behringer Advisors I, which was formerly one of the General Partners. The Managing Trustee is assisted by the employees of HPT, the general partner of Behringer Advisors I. We do not employ our own management personnel; but instead we pay fees and expense allocations to our Managing Trustee for its services. The Managing Trustee is responsible for the management and control of our affairs, including acquisitions in the past, capital improvements, construction and property management.

~~Management~~Our Managing isTrustee ~~responsible~~Behringer ~~for~~Advisors I is ~~establishing~~a ~~and~~Texas ~~maintaining~~limited ~~adequate~~partnership ~~internal~~formed ~~control~~in ~~over~~July ~~financial~~2002. ~~reporting~~The ~~(as~~executive ~~defined~~office inof ~~Exchange~~Behringer Advisors ~~Act~~I ~~Rules~~is ~~13a-15(f)~~located ~~and~~at ~~15d-15(f)). The~~15601 ~~Partnership’s~~Dallas ~~management~~Parkway, ~~including~~Suite ~~the~~600, ~~Chief~~Addison, ~~Executive~~Texas ~~Officer~~75001. ~~and Chief Financial Officer of~~ Behringer Advisors I, asis ~~General~~owned ~~Partner~~by ofHPT, ~~the~~its sole ~~Partnership~~general partner, ~~evaluated~~and asBehringer ofHarvard ~~December 31~~Partners, ~~2010~~LLC ~~the~~(“Behringer ~~effectiveness~~Partners”), ofits ~~our~~sole ~~internal~~limited ~~control~~partner. ~~over~~Behringer Holdings ~~financial~~is ~~reporting~~the ~~using~~sole ~~the~~owner ~~framework~~of inHPT ~~Internal~~and ~~Control~~Behringer –Partners. ~~Integrated~~Mr. ~~Framework~~Robert ~~issued~~M. byBehringer is the ~~Committee~~Chairman of ~~Sponsoring~~each ~~Organizations~~ of ~~the~~these ~~Treadway Commission~~companies. ~~Based~~ Mr. Behringer onis ~~that~~the ~~evaluation~~founder, ~~the~~Chairman ~~Chief Executive Officer~~ and ~~Chief~~sole ~~Financial~~manager ~~Officer~~ of Behringer ~~Advisors~~Holdings. IBehringer ~~concluded~~Holdings ~~that~~also is the ~~Partnership’s~~indirect ~~internal~~owner of ~~controls,~~our asProperty ofManager, ~~December~~Behringer 31Development, ~~2010,~~a ~~were~~real ~~effective~~estate indevelopment ~~providing~~company, ~~reasonable~~and ~~assurance~~Behringer ~~regarding~~Securities, ~~reliability~~our ofdealer ~~financial reporting~~manager.

~~Changes~~Behringer Advisors I was created in ~~Internal~~2002 ~~Control~~for ~~over~~the ~~Financial~~sole ~~Reporting~~purpose of acting as one of the Partnership’s General Partners. It is managed by its executive officers, namely:

There has been no change in internal control over financial reporting that occurred during the quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Name	Age	Position(s)

Robert M. Behringer	63	Chairman
Robert S. Aisner	65	Vice Chairman
Michael J. O'Hanlon	60	Chief Executive Officer and President
Samuel A. Gillespie	53	Chief Operating Officer
Gerald J. Reihsen, III	53	Executive Vice President - Corporate Development
		and Legal and Assistant Secretary
Gary S. Bresky	44	Chief Financial Officer
M. Jason Mattox	36	Executive Vice President

~~Item~~Robert 9BM. ~~Other~~ ~~Information~~Behringer is the Chairman of Behringer Advisors I. He has also served as the Chairman of the Board of Directors of Behringer Harvard REIT I since June 2002, Behringer Harvard Opportunity REIT I since June 2006, Behringer Harvard Multifamily REIT I since December 2007, and Behringer Harvard Opportunity REIT II since January 2007, each a publicly registered real estate investment trust, and Behringer Harvard Multifamily REIT II, Inc. (“Behringer Harvard Multifamily REIT II”), a REIT that is still in registration with the SEC. He is also the founder, sole manager and Chairman of Behringer Holdings, the indirect parent company of Behringer Advisors I. Since 2002, Mr. Behringer has been a general partner of ours and Behringer Harvard Short-Term Opportunity Fund I, each a publicly registered real estate limited partnership. Mr. Behringer also controls the general partners of Behringer Harvard Strategic Opportunity Fund I LP and Behringer Harvard Strategic Opportunity Fund II LP, both private real estate limited partnerships.

~~None~~From 1995 until 2001, Mr. Behringer was Chief Executive Officer of Harvard Property Trust, Inc., a privately held REIT formed by Mr. Behringer that was liquidated and that had an asset value of approximately $174 million before liquidation. Before forming Harvard Property Trust, Inc., Mr. Behringer invested in commercial real estate as Behringer Partners, a sole proprietorship formed in 1989 that invested in single asset limited partnerships. From 1985 until 1993, Mr. Behringer was Vice President and Investment Officer of Equitable Real Estate Investment Management, Inc. (since acquired by, an now known as Lend Lease Real Estate Investments, Inc.), one of the largest real estate pension managers and advisors in the United States. While at Equitable, Mr. Behringer was responsible for its General Account Real Estate Assets located in the south central United States. The portfolio included institutional quality office, industrial, retail, apartment and hotel properties exceeding 17 million square feet with a value of approximately $2.8 billion. Although Mr. Behringer was a significant participant in acquisitions, management, leasing, redevelopment and dispositions, his primary responsibility was to increase net operating income and the overall value of the portfolio.

3431

~~PART~~Mr. ~~III~~Behringer has over 25 years of experience in real estate investment, management and finance activities, including experience with approximately 158 different properties with over 34 million square feet of office, retail, industrial, apartment, hotel and recreational properties. In addition to being the Chief Investment Officer of Behringer Advisors I, he is currently the general partner or a co-general partner in several real estate limited partnerships formed for the purpose of acquiring, developing and operating office buildings and other commercial properties located in the United States and other countries, including Germany, the Netherlands, England and Australia. Mr. Behringer is a Certified Property Manager, Real Property Administrator and Certified Hotel Administrator, holds FINRA Series 7, 24 and 63 registrations and is a member of the Institute of Real Estate Management, the Building Owners and Managers Association, the Urban Land Institute (ULI) and the Real Estate Council. Mr. Behringer also was a licensed certified public accountant for over 20 years. Mr. Behringer received a Bachelor of Science degree from the University of Minnesota.

~~Item~~Robert 10S. ~~Directors~~ Aisner is the Vice Chairman of Behringer Advisors I. Mr. Aisner also serves as President (since May 2005), Chief Executive ~~Officers~~Officer (since June 2008) and ~~Corporate~~a director ~~Governance~~of Behringer Harvard REIT I. In addition, Mr. Aisner serves as Vice Chairman (since January 2012) and a director (since June 2006) of Behringer Harvard Opportunity REIT I. Mr. Aisner also has served as Vice Chairman since (January 2012) and a director of Behringer Harvard Opportunity REIT II (since January 2007), as Chief Executive Officer and a director of Behringer Harvard Multifamily REIT I (since August 2006) and as President (since April 2007) and Chief Executive Officer of Behringer Harvard Multifamily REIT II, currently in registration. Mr. Aisner is also Chief Executive Officer and President of the other Behringer Harvard companies.

~~Managing~~Mr. ~~Trustee~~Aisner has over 30 years of commercial real estate experience with acquiring, managing and disposing of properties located in the United States and other countries, including Germany, the Netherlands, England, the Bahamas and Australia. From 1996 until joining Behringer Harvard REIT I in 2003, Mr. Aisner served as (i) Executive Vice President of AMLI Residential Properties Trust, formerly a New York Stock Exchange listed REIT focused on the development, acquisition and management of upscale apartment communities, which serves as advisor and asset manager for institutional investors with respect to their multifamily real estate investment activities, (ii) President of AMLI Management Company, that oversees all of AMLI’s apartment operations in 80 communities, (iii) President of the AMLI Corporate Homes division that manages AMLI’s corporate housing properties, (iv) Vice President of AMLI Residential Construction, a division of AMLI that performs real estate construction services, and (v) Vice President of AMLI Institutional Advisors, the AMLI division that serves as institutional advisor and asset manager for institutional investors with respect to their multifamily real estate activities. Mr. Aisner also served on AMLI’s Executive Committee and Investment Committee from 1999 until 2003. From 1994 until 1996, Mr. Aisner owned and operated Regents Management, Inc., which had both a multifamily development and construction group, and a general commercial property management group. From 1984 to 1994, he was employed by HRW Resources, Inc., a real estate development and management company, where he served as Vice President.

~~Prior to the Effective Date, the Partnership operated under the direction of its General Partners, Behringer Advisors I and~~ Mr. ~~Robert~~Aisner M.served ~~Behringer. Since~~as ~~the~~an ~~Effective~~independent ~~Date, the Liquidating Trust operates under the direction~~ director of ~~our Managing Trustee,~~ Behringer ~~Advisors~~Harvard REIT I, ~~which~~from ~~was~~June ~~formerly~~2002 ~~one~~until ofFebruary ~~the~~2003 ~~General~~and ~~Partners. The~~as ~~Managing~~a ~~Trustee~~management isdirector ~~assisted~~from byJune ~~the~~2003 ~~employees~~until ~~of HPT,~~ the ~~general partner of Behringer Advisors I~~present. We Mr. doAisner ~~not~~received ~~employ~~a ~~our~~Bachelor ~~own~~of ~~management~~Arts ~~personnel;~~degree ~~but~~from ~~instead~~Colby weCollege ~~pay fees~~ and ~~expense~~a ~~allocations~~Masters toof ~~our~~Business ~~Managing~~Administration ~~Trustee~~degree ~~for~~from ~~its services. The Managing Trustee is responsible for~~ the ~~management and control~~ University of ~~our~~New ~~affairs, including acquisitions in the past, capital improvements, construction and property management~~Hampshire.

~~Our~~Michael ~~Managing~~J. ~~Trustee~~O’Hanlon has served as Chief Executive Officer and President of Behringer Advisors I since January 2012. Mr. isO’Hanlon aalso ~~Texas~~serves ~~limited~~as ~~partnership~~Chief Executive ~~formed~~Officer inand ~~July~~President ~~2002~~of several other Behringer Harvard–sponsored programs, including Behringer Harvard Opportunity REIT I and Behringer Harvard Opportunity REIT II, effective January 2012. ~~The~~ ~~executive~~Prior ~~office~~to his appointment, Mr. O’Hanlon was an independent director of Behringer ~~Advisors~~Harvard IMultifamily isREIT ~~located~~II atfrom ~~15601~~September ~~Dallas~~2011 ~~Parkway~~through December 2011. From September 2010 to December 2011, ~~Suite~~Mr. O’Hanlon ~~600~~was President and Chief Operating Officer of Billingsley Company, ~~Addison~~a major Dallas, Texas based ~~75001. Behringer~~owner, ~~Advisors I~~operator isand ~~owned~~developer bythat ~~HPT~~has interests in commercial office, ~~its~~industrial, ~~sole~~retail, ~~general~~and ~~partner~~multifamily properties. From November 2007 to October 2009, Mr. O’Hanlon served as Chief Executive Officer and ~~Behringer~~President ~~Harvard~~for ~~Partners~~Inland Western Retail Real Estate Trust, ~~LLC~~Inc., ~~(“Behringer~~a ~~Partners”)~~public non-traded REIT, ~~its~~where ~~sole~~he ~~limited~~was ~~partner~~responsible for an $8. ~~Behringer~~5 ~~Holdings~~billion isnational ~~the~~retail ~~sole~~and ~~owner~~office portfolio consisting of ~~HPT~~335 properties and ~~Behringer~~51 ~~Partners~~million square feet. From January 2005 to October 2007, Mr. O’Hanlon ~~Robert~~served M.as head ~~Behringer~~of isAsset ~~the~~Management ~~Chief~~for ~~Executive~~Inland ~~Officer~~Real ofEstate ~~each~~Group of ~~these companies~~Companies. In total, Mr. ~~Behringer~~O’Hanlon ishas ~~the~~over ~~founder,~~30 ~~Chief~~years ~~Executive~~of ~~Officer~~management experience with public and ~~sole~~private ~~manager~~firms ofwith ~~Behringer~~commercial ~~Holdings. Behringer~~real ~~Holdings~~estate ~~also~~portfolios, iswith ~~the~~a ~~indirect~~broad ~~owner~~range of ~~our~~responsibilities ~~Property~~including overseeing ~~Manager~~acquisitions, ~~Behringer~~dispositions, ~~Development~~restructurings, joint ventures and capital raising, and with experience with a diverse group of real estate-related ~~development~~investments ~~company~~including multifamily and debt-related investments. Mr. O’Hanlon received a Masters of Business Administration, Finance-Money and ~~Behringer~~Financial ~~Securities~~Markets degree in 1979 from Columbia University Graduate School of Business. Mr. O’Hanlon has also received a Bachelor of Science, ~~our~~Accounting ~~dealer~~degree ~~manager~~in 1973 from Fordham University. Mr. O’Hanlon has served and been an active member of the Real Estate Roundtable, NAREIT, ICSC and ULI.

Samuel A. Gillespie has served as Chief Operating Officer of Behringer Advisors I ~~was~~since ~~created~~June in2008. In ~~2002~~addition, ~~for~~Mr. ~~the~~Gillespie ~~sole~~has ~~purpose~~served as Senior Vice President of ~~acting~~Harvard asProperty ~~one~~Trust, the managing member of ~~the~~Behringer ~~Partnership’s~~Advisors ~~General~~I ~~Partners~~since March 2006. It Mr. isGillespie ~~managed~~also byserves ~~its~~as ~~executive~~Chief Operating ~~officers~~Officer for Behringer Harvard Opportunity REIT I, ~~namely:~~Behringer Harvard Opportunity REIT II, and for the general partner of Behringer Harvard Short-Term Opportunity Fund I (since July 2008).

Name	Age	Position(s)
Robert M. Behringer	62	Chairman
Robert S. Aisner	64	Chief Executive Officer and President
Samuel A. Gillespie	52	Chief Operating Officer
Gerald J. Reihsen, III	52	Executive Vice President - Corporate Development and Legal and Assistant Secretary
Gary S. Bresky	44	Chief Financial Officer
M. Jason Mattox	35	Executive Vice President
Kymberlyn Janney	49	Senior Vice President - Finance

~~Robert M~~Mr. ~~Behringer~~Gillespie ~~is the Chairman of Behringer Advisors I. He~~ has ~~also~~over ~~served~~25 asyears ~~the Chairman~~ of experience in the ~~Board~~commercial ofreal ~~Directors~~estate ofindustry ~~Behringer~~guiding ~~Harvard~~diverse ~~REIT~~and Isophisticated ~~since~~portfolios. Prior ~~June~~to ~~2002,~~joining Behringer Harvard in ~~Opportunity~~November ~~REIT I since June 2006~~2004, ~~Behringer~~Mr. ~~Harvard~~Gillespie ~~Multifamily~~was ~~REIT~~with Ithe ~~since~~Trammell ~~December~~Crow ~~2007,~~Company ~~and~~for ~~Behringer~~21 ~~Harvard~~years. At ~~Opportunity~~Trammell ~~REIT II since January 2007~~Crow, ~~each~~he aheld ~~publicly~~the ~~registered~~position of ~~real~~Managing ~~estate~~Director ~~investment~~of ~~trust,~~National Accounts and ~~Behringer~~was ~~Harvard~~responsible ~~Multifamily REIT~~for ~~II,~~Trammell ~~Inc.,~~Crow aCompany’s ~~REIT~~largest ~~that~~institutional ~~is still in registration with the SEC~~customers. He Prior isto ~~also the founder~~that, ~~sole~~Mr. ~~manager~~Gillespie ~~and~~was ~~Chief~~partner ~~Executive~~in ~~Officer~~charge of ~~Behringer~~Trammell ~~Holdings,~~Crow’s ~~the~~Indianapolis ~~indirect~~office ~~parent~~from ~~company~~1986 ofto ~~Behringer Advisors I~~1997. ~~Since~~ He ~~2002,~~began his ~~Mr.~~career ~~Behringer~~with ~~has~~Trammell ~~been~~Crow aas ~~general partner of ours and Behringer Harvard Short-Term Opportunity Fund I, each~~ a ~~publicly~~leasing ~~registered~~agent ~~real~~in ~~estate~~Oklahoma ~~limited~~City ~~partnership~~in 1983. Mr. ~~Behringer~~Gillespie ~~also~~holds ~~controls~~a ~~the~~Bachelor ~~general partners~~ of ~~Behringer~~Science ~~Harvard~~degree, summa ~~Strategic~~cum ~~Opportunity~~laude, ~~Fund~~in Iaccounting LPfrom ~~and~~Texas ~~Behringer~~A&M ~~Harvard Strategic Opportunity Fund II LP~~University, ~~both~~and ~~private~~holds ~~real~~the ~~estate~~CCIM ~~limited partnerships~~designation.

~~From~~Gerald J. ~~1995 until 2001~~Reihsen, ~~Mr.~~III ~~Behringer~~is ~~was~~the ~~Chief~~ Executive ~~Officer~~Vice ofPresident ~~Harvard~~– ~~Property~~Corporate ~~Trust,~~Development ~~Inc.,~~and aLegal ~~privately held REIT formed by Mr. Behringer that was liquidated~~ and ~~that~~Secretary ~~had an asset value~~ of ~~approximately $174 million before liquidation. Before forming Harvard Property Trust, Inc., Mr.~~ Behringer ~~invested in commercial real estate as Behringer Partners, a sole proprietorship formed in 1989 that invested in single asset limited partnerships. From 1985 until 1993, Mr.~~Advisors ~~Behringer was Vice President and Investment Officer of Equitable Real Estate Investment Management, Inc~~I. Since ~~(since acquired by~~2001, ~~an now known as Lend Lease Real Estate Investments, Inc.), one of the largest real estate pension managers and advisors in the United States. While at Equitable,~~ Mr. ~~Behringer~~Reihsen ~~was~~has ~~responsible~~served ~~for its General Account Real Estate Assets located~~ in ~~the~~this ~~south central United States. The portfolio included institutional quality office, industrial, retail, apartment~~ and ~~hotel~~similar ~~properties~~executive ~~exceeding~~capacities ~~17 million square feet~~ with athe ~~value~~other ~~of approximately $2.8 billion. Although Mr.~~ Behringer ~~was~~Harvard ~~a significant participant in acquisitions~~companies, including ~~management,~~serving ~~leasing,~~as ~~redevelopment~~President ~~and dispositions, his primary responsibility was to increase net operating income and the overall value~~ of ~~the~~Behringer ~~portfolio~~Securities.

35For over 20 years, Mr. Reihsen’s business and legal background has centered on sophisticated financial and transactional matters, including commercial real estate transactions, real estate partnerships, and public and private securities offerings. For the period from 1985 to 2000, Mr. Reihsen practiced as an outside corporate securities attorney. After serving from 1986 to 1995 in the corporate department of Gibson, Dunn & Crutcher, a leading international commercial law firm, Mr. Reihsen established his own firm, Travis & Reihsen, where he served as a corporate/securities partner until 1998. In 1998, Mr. Reihsen became the lead partner in the corporate/securities section of the law firm Novakov Davis, where he served until 2000. In 2000, he practiced law as a principal of Block & Balestri, a corporate and securities law firm. In 2000 and 2001, Mr. Reihsen was employed as the Vice President – Corporate Development and Legal of Xybridge Technologies, Inc., a telecommunications software company that Mr. Reihsen helped guide through venture funding, strategic alliances with international telecommunications leaders and its ultimate sale to Zhone Technologies, Inc. Mr. Reihsen holds FINRA Series 7, 24, 27 and 63 registrations. Mr. Reihsen received a Bachelor of Arts degree, magna cum laude, from the University of Mississippi and a Juris Doctorate degree, cum laude, from the University of Wisconsin.

MrGary S. ~~Behringer~~Bresky ~~has~~is ~~over~~the 25Chief ~~years~~Financial Officer of ~~experience~~Behringer inAdvisors ~~real~~I. ~~estate~~Mr. ~~investment,~~Bresky ~~management~~also ~~and~~serves ~~finance~~as ~~activities,~~Executive ~~including~~Vice ~~experience~~President and ~~with~~Chief ~~approximately~~Financial ~~158~~Officer ~~different~~or ~~properties~~in ~~with~~similar ~~over~~executive 34capacities ~~million~~with ~~square~~other ~~feet~~entities ofsponsored ~~office,~~by ~~retail,~~Behringer ~~industrial,~~Harvard ~~apartment~~Holdings, ~~hotel and recreational properties. In addition to being the Chief Investment Officer of~~ including Behringer Harvard Advisors II, heLP who is ~~currently the general partner or a~~ co-general partner inof ~~several~~Behringer ~~real~~Harvard ~~estate~~Short-Term ~~limited~~Opportunity ~~partnerships~~Fund ~~formed~~I ~~for~~LP. ~~the~~Mr. ~~purpose~~Bresky ofalso serves ~~acquiring,~~as ~~developing~~Executive ~~and~~Vice ~~operating~~President ~~office~~of ~~buildings~~Behringer ~~and~~Harvard ~~other~~REIT ~~commercial~~I ~~properties~~(since ~~located~~June in2002), ~~the~~Behringer ~~United~~Harvard ~~States~~Opportunity ~~and~~REIT ~~other~~I ~~countries,~~(since June ~~including Germany~~2007), ~~the Netherlands, England and Australia. Mr.~~ Behringer isHarvard aOpportunity ~~Certified~~REIT ~~Property~~II ~~Manager,~~(since ~~Real~~January ~~Property~~2007) ~~Administrator~~ and ~~Certified~~Behringer ~~Hotel~~Harvard ~~Administrator,~~Multifamily ~~holds~~REIT ~~FINRA Series~~I 7,(since 24August 2006). ~~and~~He 63previously ~~registrations~~served ~~and~~as isChief aFinancial ~~member~~Officer of ~~the~~Behringer ~~Institute~~Harvard ofREIT ~~Real~~I ~~Estate~~(from ~~Management,~~June ~~the~~2002 ~~Building~~to ~~Owners~~May ~~and Managers Association~~2009), ~~the~~Behringer ~~Urban~~Harvard Opportunity ~~Land~~REIT ~~Institute~~I ~~and~~(from ~~the~~November ~~Real~~2004 ~~Estate~~to ~~Council. Mr.~~November 2010), Behringer ~~also~~Harvard ~~was~~Opportunity aREIT ~~licensed~~II ~~certified~~(from ~~public~~January ~~accountant~~2007 ~~for~~to ~~over~~November 2010) 20and ~~years. Mr.~~ Behringer ~~received~~Harvard aMultifamily ~~Bachelor~~REIT ofI ~~Science degree~~ (from ~~the~~August ~~University~~2006 ofto ~~Minnesota~~September 2009).

~~Robert S. Aisner is the Chief Executive Officer and President of Behringer Advisors I.~~ Mr. Bresky ~~Aisner~~has ~~also~~been ~~serves~~active asin ~~President~~commercial ~~(since~~real ~~May~~estate ~~2005),~~and ~~Chief~~related ~~Executive~~activities ~~Officer~~for ~~(since~~over ~~June~~15 ~~2008)~~years. ~~and~~Prior ato ~~director~~his ofemployment ~~Behringer~~with ~~Harvard REIT~~ Behringer Advisors I~~. In addition~~, Mr. ~~Aisner~~Bresky ~~serves~~served, asfrom ~~President~~1997 ~~(since~~to ~~November 2004)~~2001, ~~Chief~~as ~~Executive Officer (since June 2008) and~~ a ~~director~~Senior ~~(since~~Vice ~~June~~President ~~2006)~~ of ~~Behringer~~Finance with Harvard ~~Opportunity~~Property ~~REIT~~Trust, IInc. ~~Mr.~~ In ~~Aisner~~this ~~also has served as President~~capacity, ~~Chief~~Mr. ~~Executive~~Bresky ~~Officer~~was ~~and~~responsible afor ~~director~~directing ofall ~~Behringer~~accounting ~~Harvard~~and ~~Opportunity~~financial ~~REIT~~reporting IIfunctions ~~(since~~and ~~January~~overseeing all ~~2007),~~treasury asmanagement ~~Chief Executive Officer~~ and abanking ~~director~~functions offor ~~Behringer~~the ~~Harvard~~company. ~~Multifamily~~Mr. ~~REIT~~Bresky Iwas ~~(since~~also ~~August~~integral ~~2006)~~in ~~and~~analyzing asdeal ~~President (since April 2007)~~ and ~~Chief~~capital ~~Executive~~structures as ~~Officer~~well ofas ~~Behringer~~participating ~~Harvard~~in ~~Multifamily~~all ~~REIT~~major ~~II,~~decisions ~~Inc.,~~related ~~currently~~to inany ~~registration. Mr.~~acquisition ~~Aisner~~or issale ~~also President~~ of ~~the other Behringer Harvard companies~~assets.

~~Mr.~~From ~~Aisner~~1995 ~~has~~until ~~over~~1996, Mr. 30Bresky ~~years~~worked ofin ~~commercial~~the ~~real~~Real ~~estate~~Estate ~~experience~~Group ~~with~~at ~~acquiring,~~Coopers ~~managing~~& ~~and~~Lybrand ~~disposing~~LLP ~~of properties located~~ in ~~the United States and other countries~~Dallas, ~~including Germany~~Texas, ~~the~~where ~~Netherlands,~~he ~~England,~~focused ~~the~~on ~~Bahamas~~finance and ~~Australia. From~~accounting for ~~1996~~both ~~until~~public ~~joining~~and ~~Behringer~~private ~~Harvard REIT I in 2003, Mr~~REITs. ~~Aisner~~His ~~served~~experience asincluded ~~(i)~~conducting ~~Executive~~annual ~~Vice President of AMLI Residential Properties Trust~~audits, ~~formerly~~preparing aquarterly ~~New~~and ~~York~~annual ~~Stock~~public ~~Exchange~~securities reporting ~~listed~~compliance ~~REIT~~filings ~~focused on the development, acquisition~~ and ~~management~~public ofreal ~~upscale~~estate ~~apartment~~securities ~~communities,~~registration ~~which~~statements ~~serves as advisor and asset manager~~ for ~~institutional~~his ~~investors~~clients. ~~with~~From ~~respect~~1989 to ~~their multifamily real estate investment activities~~1994, ~~(ii)~~Mr. Bresky ~~President~~worked ofwith ~~AMLI~~Ten ~~Management~~West ~~Company~~Associates, ~~that~~LTD ~~oversees~~and ~~all~~Westwood ofFinancial ~~AMLI’s~~Corporation ~~apartment operations~~ in 80Los ~~communities~~Angeles, ~~(iii)~~California ~~President~~as ofa ~~the~~real ~~AMLI~~estate ~~Corporate~~analyst and ~~Homes~~asset ~~division~~manager ~~that~~for ~~manages~~two ~~AMLI’s~~commercial ~~corporate~~real ~~housing~~estate ~~properties,~~portfolios ~~(iv)~~totaling ~~Vice~~in ~~President~~excess of ~~AMLI~~$185 ~~Residential~~million. ~~Construction,~~From a1988 ~~division~~until of1989, ~~AMLI~~Mr. ~~that~~Bresky worked ~~performs~~as ~~real~~an ~~estate~~analysts’ ~~construction~~assistant ~~services,~~for ~~and~~both ~~(v)~~Shearson-Lehman ~~Vice President of AMLI Institutional Advisors~~Bros., ~~the~~Inc. ~~AMLI~~and ~~division~~Hambrecht ~~that~~and ~~serves~~Quist asInc. ~~institutional~~assisting ~~advisor~~brokers ~~and~~in portfolio ~~asset~~management. ~~manager~~Mr. Bresky ~~for~~has ~~institutional~~been ~~investors~~active ~~with~~in ~~respect~~commercial ~~to their multifamily~~ real estate ~~activities. Mr.~~and ~~Aisner~~related ~~also~~financial ~~served~~activities onfor ~~AMLI’s~~over ~~Executive~~15 ~~Committee~~ years and ~~Investment~~holds ~~Committee~~FINRA ~~from~~Series ~~1999~~7, ~~until 2003. From 1994 until 1996~~24, ~~Mr.~~27 ~~Aisner owned~~ and ~~operated~~63 ~~Regents~~registrations. ~~Management, Inc~~Mr., ~~which~~Bresky ~~had~~received ~~both~~ a ~~multifamily~~Bachelor ~~development~~of ~~and~~Arts ~~construction~~degree ~~group,~~from ~~and~~the aUniversity ~~general~~of ~~commercial~~California – ~~property~~Berkeley ~~management~~and ~~group. From 1984 to 1994, he was employed by HRW Resources, Inc.,~~ a ~~real~~Masters ~~estate~~of ~~development~~Business ~~and~~Administration ~~management~~degree ~~company,~~from ~~where~~the heUniversity ~~served~~of asTexas ~~Vice~~at ~~President~~Austin.

MrM. Jason ~~Aisner~~Mattox ~~served~~is asthe anExecutive ~~independent~~Vice ~~director~~President of Behringer ~~Harvard REIT~~ Advisors I ~~from~~and ~~June~~serves ~~2002~~in ~~until~~a ~~February~~similar ~~2003~~capacity ~~and~~with asother Behringer aHarvard ~~management~~companies. ~~director~~From ~~from~~2002 ~~June 2003~~ until ~~the~~March ~~present.~~ 2006, Mr. ~~Aisner~~Mattox ~~received~~served aas ~~Bachelor~~the ofSenior ~~Arts~~Vice ~~degree~~President ~~from Colby College and a Masters~~ of ~~Business~~Behringer ~~Administration degree from the University of New Hampshire~~Advisors I.

~~Samuel~~From A.1997 ~~Gillespie~~until ~~has~~joining Behringer Advisors I in 2002, Mr. Mattox served as ~~Chief~~a ~~Operating~~Vice ~~Officer~~President of ~~Behringer~~Harvard ~~Advisors~~Property ITrust, ~~since~~Inc. ~~June~~and ~~2008~~became a member of its Investment Committee in 1998. In ~~addition~~From 1999 until 2001, Mr. ~~Gillespie~~Mattox ~~has~~ served as ~~Senior~~ Vice President of ~~Harvard~~Sun ~~Property~~Resorts ~~Trust~~International, ~~the~~Inc., ~~managing~~a ~~member~~recreational ofproperty investment ~~Behringer~~company, ~~Advisors~~coordinating Imarina ~~since~~acquisitions ~~March~~throughout ~~2006~~the southern United States and the U. MrS. ~~Gillespie~~Virgin ~~also~~Islands. ~~serves~~From as1999 until ~~Chief~~2001, ~~Operating~~in ~~Officer~~addition ~~for~~to ~~Behringer~~providing ~~Harvard~~services ~~Opportunity~~related ~~REIT~~to Iinvesting, ~~Behringer~~acquisition, ~~Harvard~~disposition ~~Opportunity~~and ~~REIT~~operational IIactivities, ~~and~~Mr. Mattox served as an asset manager with responsibility for ~~the~~over ~~general~~one ~~partner~~million ofsquare ~~Behringer~~feet of Harvard ~~Short-Term~~Property ~~Opportunity~~Trust, ~~Fund~~Inc.’s Icommercial office ~~(since~~assets ~~July~~in ~~2008)~~Texas and Minnesota, overseeing property performance, management offices, personnel and outsourcing relationships.

Mr. Gillespie has over 25 years of experience in the commercial real estate industry guiding diverse and sophisticated portfolios. Prior to joining Behringer Harvard in November 2004, Mr. Gillespie was with the Trammell Crow Company for 21 years. At Trammell Crow, he held the position of Managing Director of National Accounts and was responsible for Trammell Crow Company’s largest institutional customers. Prior to that, Mr. Gillespie was partner in charge of Trammell Crow’s Indianapolis office from 1986 to 1997. He began his career with Trammell Crow as a leasing agent in Oklahoma City in 1983. Mr. Gillespie holds a Bachelor of Science degree, summa cum laude, in accounting from Texas A&M University, and holds the CCIM designation.33

~~Gerald J~~Mr. ~~Reihsen,~~Mattox ~~III~~ is ~~the~~a ~~Executive~~continuing member ~~Vice~~of ~~President~~the –Building ~~Corporate~~Owners ~~Development~~ and ~~Legal~~Managers Association and ~~Secretary~~the National Association of ~~Behringer~~Industrial ~~Advisors I. Since~~and ~~2001,~~Office Properties. Mr. ~~Reihsen~~Mattox holds ~~has~~FINRA ~~served~~Series in7, ~~this~~24 and ~~similar~~63 ~~executive~~registrations. ~~capacities~~Mr. ~~with~~Mattox ~~the~~received ~~other~~a ~~Behringer~~Bachelor ~~Harvard~~of ~~companies~~Business Administration degree, ~~including~~with ~~serving~~honors, and asa ~~President~~Bachelor of ~~Behringer~~Science ~~Securities~~degree, cum laude, from Southern Methodist University.

36Other Personnel

~~For~~The Managing ~~over 20 years~~Trustee, ~~Mr.~~Behringer ~~Reihsen’s~~Advisors ~~business and legal background has centered on sophisticated financial and transactional matters~~I, ~~including~~is ~~commercial~~assisted ~~real~~by ~~estate~~the ~~transactions,~~officers ~~real estate partnerships,~~ and ~~public~~employees ~~and private securities offerings. For the period from 1985 to 2000, Mr. Reihsen practiced as an outside corporate securities attorney. After serving from 1986 to 1995 in the corporate department~~ of ~~Gibson~~HPT, ~~Dunn~~which &is Crutcher, a leading international commercial law firm, Mr. Reihsen established his own firm, Travis & Reihsen, where he served as a corporate/securities partner until 1998. In 1998, Mr. Reihsen became the ~~lead~~general partner ~~in the corporate/securities section~~ of ~~the law firm Novakov Davis, where he served until 2000~~Behringer Advisors II. In ~~2000,~~HPT ~~he practiced law as a principal of Block & Balestri, a corporate~~ and ~~securities~~its ~~law~~affiliates ~~firm. In~~will ~~2000~~continue ~~and~~to ~~2001,~~hire ~~Mr.~~employees ~~Reihsen was employed~~ as ~~the Vice President – Corporate Development and Legal of Xybridge Technologies, Inc~~needed., aHPT ~~telecommunications software company that Mr. Reihsen helped guide through venture funding, strategic alliances with international telecommunications leaders~~ and its ~~ultimate~~affiliates ~~sale~~also towill ~~Zhone~~engage ~~Technologies,~~the services ~~Inc. Mr. Reihsen holds FINRA Series 7, 24, 27 and 63 registrations. Mr. Reihsen received a Bachelor~~ of ~~Arts~~non-affiliated ~~degree,~~third ~~magna~~parties ~~cum~~to ~~laude,~~assist ~~from~~with the ~~University~~identification of ~~Mississippi~~properties ~~and~~for apossible ~~Juris~~acquisition ~~Doctorate~~and ~~degree, cum laude, from the University~~ management of ~~Wisconsin~~our operations.

Gary S. Bresky is the Chief Financial Officer of Behringer Advisors I. Mr. Bresky also serves as Executive Vice President and Chief Financial Officer or similar executive capacities with other entities sponsored by Behringer Harvard Holdings, including Behringer Harvard Advisors II LP who is co-general partner of Behringer Harvard Short-Term Opportunity Fund I LP. Mr. Bresky also serves as Executive Vice President of Behringer Harvard REIT I (since June 2002), Behringer Harvard Opportunity REIT I (since June 2007), Behringer Harvard Opportunity REIT II (since January 2007) and Behringer Harvard Multifamily REIT I (since August 2006). He previously served as Chief Financial Officer of Behringer Harvard REIT I (from June 2002 to May 2009), Behringer Harvard Opportunity REIT I (from November 2004 to November 2010), Behringer Harvard Opportunity REIT II (from January 2007 to November 2010) and Behringer Harvard Multifamily REIT I (from August 2006 to September 2009).Advisory Board

~~Mr.~~The Liquidating ~~Bresky~~Trust ~~has~~does ~~been~~not ~~active~~have ~~in commercial real estate and related activities for over 15 years. Prior to his employment with Behringer Advisors I, Mr. Bresky served, from 1997 to 2001, as~~ a ~~Senior~~board ~~Vice President~~ of ~~Finance with Harvard Property Trust, Inc~~directors. In ~~this~~The ~~capacity,~~Partnership’s ~~Mr.~~General ~~Bresky~~Partners ~~was~~were ~~responsible~~initially ~~for~~assisted ~~directing~~by ~~all~~an ~~accounting~~advisory board, ~~and~~which ~~financial reporting functions and overseeing all treasury management and banking functions for the company. Mr. Bresky~~ was ~~also~~dissolved ~~integral~~on inMarch ~~analyzing~~31, ~~deal and capital structures as well as participating in all major decisions related to any acquisition or sale of assets~~2008.

~~From~~No Audit ~~1995~~Committee; ~~until~~No ~~1996,~~“Audit ~~Mr.~~Committee Bresky worked in the Real Estate Group at Coopers & Lybrand LLP in Dallas, Texas, where he focused on finance and accounting for both public and private REITs. His experience included conducting annual audits, preparing quarterly and annual public securities reporting compliance filings and public real estate securities registration statements for his clients. From 1989 to 1994, Mr. Bresky worked with Ten West Associates, LTD and Westwood Financial Corporation in Los Angeles, California as a real estate analyst and asset manager for two commercial real estate portfolios totaling in excess of $185 million. From 1988 until 1989, Mr. Bresky worked as an analysts’ assistant for both Shearson-Lehman Bros., Inc. and Hambrecht and Quist Inc. assisting brokers in portfolio management. Mr. Bresky has been active in commercial real estate and related financial activities for over 15 years and holds FINRA Series 7, 24, 27 and 63 registrations. Mr. Bresky received a Bachelor of Arts degree from the University of California – Berkeley and a Masters of Business Administration degree from the University of Texas at Austin.Expert”

M.The Liquidating ~~Jason~~Trust ~~Mattox~~does isnot ~~the~~have ~~Executive~~a ~~Vice~~board ~~President~~ of ~~Behringer~~directors ~~Advisors I~~ and, ~~serves~~as insuch, ahas ~~similar~~no ~~capacity~~board ~~with~~committees ~~other~~such ~~Behringer~~as ~~Harvard~~an ~~companies~~audit committee. ~~From~~ ~~2002~~Because we ~~until~~do ~~March~~not ~~2006~~have an audit committee, Mrwe do not have an “audit committee financial expert.” ~~Mattox~~The ~~served~~Managing asTrustee is responsible for managing the ~~Senior~~relationship ~~Vice~~with ~~President~~our ofIndependent ~~Behringer~~Registered ~~Advisors~~Public IAccounting Firm.

~~From~~Section ~~1997 until joining Behringer Advisors I in 2002, Mr. Mattox served as~~ 16(a) Beneficial ~~Vice~~Ownership ~~President~~Reporting of Harvard Property Trust, Inc. and became a member of its Investment Committee in 1998. From 1999 until 2001, Mr. Mattox served as Vice President of Sun Resorts International, Inc., a recreational property investment company, coordinating marina acquisitions throughout the southern United States and the U.S. Virgin Islands. From 1999 until 2001, in addition to providing services related to investing, acquisition, disposition and operational activities, Mr. Mattox served as an asset manager with responsibility for over one million square feet of Harvard Property Trust, Inc.’s commercial office assets in Texas and Minnesota, overseeing property performance, management offices, personnel and outsourcing relationships.Compliance

~~Mr.~~Section 16(a) ~~Mattox~~of isthe aExchange ~~continuing~~Act, ~~member~~as ofamended, ~~the~~requires ~~Building~~each ~~Owners~~director, officer, and ~~Managers~~individual ~~Association~~beneficially ~~and~~owning more than 10% of a registered security of the ~~National~~Partnership ~~Association~~to file with the SEC reports of ~~Industrial~~security ownership and ~~Office~~reports ~~Properties~~on subsequent changes in ownership of their securities within specified time frames. ~~Mr.~~ ~~Mattox~~These ~~holds~~specified ~~FINRA~~time ~~Series~~frames 7,require 24the ~~and~~reporting 63of ~~registrations~~changes in ownership within two business days of the transaction giving rise to the reporting obligation. ~~Mr.~~ ~~Mattox~~Reporting ~~received~~persons are required to furnish the Partnership with copies of all Section 16(a) ~~Bachelor~~forms filed with the SEC. Based upon our review of ~~Business~~the ~~Administration~~reports ~~degree~~furnished to the Partnership pursuant to Section 16(a) of the Exchange Act, ~~with~~to ~~honors~~the best of our knowledge, ~~and~~all required Section 16(a) ~~Bachelor~~filings with respect to the securities of ~~Science~~the ~~degree,~~Partnership ~~cum~~were ~~laude,~~timely ~~from~~and ~~Southern~~correctly ~~Methodist~~made ~~University~~by reporting persons during 2011 prior to the Effective Date when the Partnership filed a Form 15 with the SEC to terminate the registration of its limited partnership under the Exchange Act.

37Code of Ethics

~~Kymberlyn Janney is the Senior Vice President of Finance for~~ Behringer Advisors I, ~~and~~both ~~also~~formerly ~~serves~~ as ~~the~~a ~~principal~~General ~~accounting~~Partner ~~officer. Ms.~~of ~~Janney~~the ~~also~~Partnership ~~serves~~and now as ~~Senior~~Managing ~~Vice~~Trustee ~~President~~ of ~~Finance and~~ the ~~principal~~Liquidating ~~accounting~~Trust, ~~officer~~adopted a ~~for~~code ~~Behringer~~of ~~Harvard~~ethics ~~Advisors~~applicable IIto ~~LP,~~its ~~another~~principal ~~Behringer~~executive ~~Holdings sponsored program~~officer, ~~who~~principal isfinancial ~~co-general~~officer, ~~partners~~principal ofaccounting ~~Behringer Harvard Short-Term Opportunity Fund~~officer, ~~another~~controller and ~~Behringer~~other ~~Holdings~~employees. ~~sponsored~~A ~~program. As~~copy of ~~November~~the ~~23,~~code ~~2010,~~of ~~Ms.~~ethics ~~Janney also serves as Chief Financial Officer and Treasurer~~ of Behringer ~~Harvard~~Advisors ~~Opportunity~~I ~~REIT~~may Ibe ~~and~~obtained ~~Behringer~~from ~~Harvard~~our ~~Opportunity~~website ~~REIT~~at IIhttp://www. ~~She~~behringerharvard.com. The ~~has~~web ~~also~~site ~~served~~will asbe ~~the~~updated ~~Senior~~to ~~Vice~~include ~~President~~any –material ~~Financial~~waivers ~~Administration~~or ofmodifications to the ~~advisors~~code ~~for~~of ~~Behringer Harvard Opportunity REIT I and Behringer Harvard Opportunity REIT II since July 2010~~ethics.

~~Ms.~~Item ~~Janney has over 25 years of experience in commercial real estate related accounting and financial activities, including over 20 years of management-level experience~~11. ~~Prior~~ to joining Behringer Harvard, from October 2009 until July 2010, Ms. Janney served as a consultant for Meridian Realty Advisors, a full service real estate management and advisory company focused on senior living and healthcare related real estate investment opportunities. From February 2007 to September 2009, Ms. Janney was Executive Vice President and Chief Financial Officer for Direct Development, where she was responsible for accounting and reporting systems, internal controls and policies and procedures for the commercial retail development company, brokerage company and related project entitiesCompensation. From October 2004 to January 2007, Ms. Janney was Managing Director and Chief Financial Officer of Hawkeye Partners, LP, a start-up real estate private equity fund. From December 1994 to October 2004, Ms. Janney was with the Hampstead Group, a privately held real estate investment company, where she served as Controller from 1994 to 1999 and as Chief Financial Officer from 2000 to 2004. Ms. Janney received a Bachelor of Business Administration degree from Baylor University. Ms. Janney is a Certified Public Accountant in the State of Texas.

~~Other~~Prior ~~Personnel~~to the Effective Date, the Partnership operated under the direction of its General Partners. Since the Effective Date, the Liquidating Trust operates under the direction of our Managing Trustee, Behringer Advisors I, which was formerly one of the General Partners. As of December 31, 2011, neither the Partnership not the Liquidating Trust had made any payments to Mr. Behringer as compensation for serving as a General Partner of the Partnership. The officers and employees of HPT assist the Managing Trustee. The officers and employees of HPT do not devote all of their time to managing us, and they do not receive any compensation from us for their services. We pay fees to our Managing Trustee, Behringer Advisors I, and its other affiliates, as provided for in our Liquidating Trust Agreement, which fees are the same as those paid by the Partnership to Behringer Advisors I as General Partner. We do not directly compensate the executive officers of our Managing Trustee, nor do we reimburse our Managing Trustee for compensation paid to the executive officers, for services rendered to us. Reimbursement for the costs of salaries and benefits of the employees of our Managing Trustee relate to compensation paid to the Managing Trustee’s employees that provide services to us such as accounting, administrative or legal, for which our Managing Trustee or its affiliates are not entitled to a separate fee. Accordingly, we do not have, and our Managing Trustee has not considered, a compensation policy or program for itself, its affiliates, any of its employees or any employees of affiliates of our Managing Trustee and have not included a Compensation Discussion and Analysis in this Annual Report on Form 10-K. See Item 13. “Certain Relationships and Related Transactions, and Director Independence” for a description of the fees payable and expenses reimbursed to our affiliates.

The Managing Trustee, Behringer Advisors I, is assisted by the officers and employees of HPT, which is the general partner of Behringer Advisors I. HPT and its affiliates employed approximately 435 full-time persons at December 31, 2010, including the executive officers listed above. HPT and its affiliates will continue to hire employees as needed. HPT and its affiliates also will engage the services of non-affiliated third parties to assist with the identification of properties for possible acquisition and management of our operations.34

~~Advisory~~Item ~~Board~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~The~~There ~~Liquidating~~were ~~Trust~~no ~~does~~beneficiaries ~~not~~known ~~have~~by aus who ~~board~~owned ofmore ~~directors. The~~than ~~Partnership’s~~5% ~~General~~of ~~Partners~~our ~~were~~outstanding ~~initially~~beneficial ~~assisted~~interests byunits anas ~~advisory~~of ~~board, which was dissolved on~~ March 3123, ~~2008~~2012.

NoWe do ~~Audit~~not ~~Committee;~~have Noany ~~“Audit~~officers ~~Committee~~or ~~Financial~~directors. ~~Expert”~~The Partnership’s two General Partners, Robert M. Behringer and Behringer Harvard Advisors I, each owned 50% of the general partnership interests of the Partnership. Behringer Advisors I, in its capacity as our Managing Trustee does not own any beneficial interest in the Liquidating Trust. We do not maintain any equity compensation plans, and no arrangements exist that would, upon operation, result in a change in control for us.

The following ~~Liquidating~~table ~~Trust~~sets ~~does~~forth ~~not~~information ~~have~~as aof ~~board~~March 23, 2012 regarding the beneficial ownership of ~~directors~~units ~~and,~~of asour ~~such~~beneficial interest by each person known by us to own 5% or more of the outstanding beneficial interests, ~~has~~each noof ~~board~~our ~~committees~~directors ~~such~~or asthose anof ~~audit~~our ~~committee. Because~~Managing weTrustee, doeach ~~not~~of ~~have~~our anexecutive ~~audit~~officers ~~committee~~or those of our Managing Trustee, weand doour ~~not~~directors ~~have~~and anexecutive ~~“audit~~officers, ~~committee~~or ~~financial~~those ~~expert.” The~~of our Managing Trustee, isas ~~responsible~~a ~~for~~group. ~~managing~~The ~~the~~percentage ~~relationship~~of ~~with~~beneficial ownership ~~our~~is ~~Independent~~calculated ~~Registered~~based ~~Public~~on ~~Accounting~~4,275,187 ~~Firm~~units of beneficial interest.

Section 16(a) Beneficial Ownership Reporting Compliance

		Beneficial Interest	Percent
		Units Beneficially	of
Title of class	Beneficial owner	Owned	Class
Beneficial interest	Behringer Advisors I (1)(3)	-	*
Beneficial interest	Robert M. Behringer (1)(2)	2,762.43	*
Beneficial interest	Robert S. Aisner (1)(2)	1,104.97	*
Beneficial interest	Michael J. O'Hanlon(1)(2)	-	*
Beneficial interest	Samuel A. Gillespie (1)(2)	-	*
Beneficial interest	Gerald J. Reihsen, III (1)(2)	-	*
Beneficial interest	Gary S. Bresky (1)(2)	-	*
Beneficial interest	M. Jason Mattox (1)(2)	-	*
Beneficial interest	All current executive officers
	as a group (7 persons)	3,867.40	*

~~Section~~*Denotes ~~16(a)~~less ~~of the Exchange Act, as amended, requires each director, officer, and individual beneficially owning more~~ than 101% of a registered security of the Partnership to file with the SEC reports of security ownership and reports on subsequent changes in ownership of their securities within specified time frames. These specified time frames require the reporting of changes in ownership within two business days of the transaction giving rise to the reporting obligation. Reporting persons are required to furnish the Partnership with copies of all Section 16(a) forms filed with the SEC. Based upon our review of the reports furnished to the Partnership pursuant to Section 16(a) of the Exchange Act, to the best of our knowledge, all required Section 16(a) filings with respect to the securities of the Partnership were timely and correctly made by reporting persons during 2010.

~~Code~~(1) The address of ~~Ethics~~Messrs. Behringer, Aisner, O’Hanlon, Gillespie, Reihsen, Bresky, Mattox, and Behringer Harvard Advisors I is 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

~~Behringer~~(2) Executive Officers ~~Advisors I, both formerly as a General Partner~~ of ~~the~~our ~~Partnership and now as~~ Managing Trustee ~~of the Liquidating Trust~~, ~~adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer, controller and other employees. A copy of the code of ethics of~~ Behringer Advisors I ~~may be obtained from our website at http://www~~.~~behringerharvard.com. The web site will be updated to include any material waivers or modifications to the code of ethics.~~

38(3) Managing Trustee.

Item 1113. ~~Executive~~ ~~Compensation~~Certain Relationships and Related Transactions, and Director Independence.

Prior to the Effective Date, the Partnership operated under the direction of its General Partners. Since the Effective Date, the Liquidating Trust operates under the direction of our Managing Trustee, Behringer Advisors I, which was formerly one of the General Partners. As of December 31, 2010, the Partnership had not made any payments to Mr. Behringer as compensation for serving as a General Partner. The officers and employees of HPT assist the Managing Trustee. The officers and employees of HPT do not devote all of their time to managing us, and they do not receive any compensation from us for their services. We pay fees to our Managing Trustee, Behringer Advisors I, and its other affiliates, as provided for in our Liquidating Trust Agreement, which fees are the same as those paid by the Partnership to Behringer Advisors I as General Partner. We do not directly compensate the executive officers of our Managing Trustee, nor do we reimburse our Managing Trustee for compensation paid to the executive officers, for services rendered to us. Reimbursement for the costs of salaries and benefits of the employees of our Managing Trustee relate to compensation paid to the Managing Trustee’s employees that provide services to us such as accounting, administrative or legal, for which our Managing Trustee or its affiliates are not entitled to a separate fee. Accordingly, we do not have, and our Managing Trustee has not considered, a compensation policy or program for itself, its affiliates, any of its employees or any employees of affiliates of our Managing Trustee and have not included a Compensation Discussion and Analysis in this Annual Report on Form 10-K. See Item 13. “Certain Relationships and Related Transactions, ~~and~~with ~~Director Independence” for a description of the fees payable and expenses reimbursed to our affiliates.~~Related Persons

~~Item~~The ~~12.~~Managing ~~Security~~Trustee and ~~Ownership~~certain of ~~Certain~~its ~~Beneficial~~affiliates ~~Owners~~are entitled to receive fees and ~~Management~~compensation in connection with the management and ~~Related~~sale ~~Stockholder~~of ~~Matters~~our assets, which fees are the same as those previously paid by the Partnership to Behringer Advisors I as General Partner, and in its former capacity as General Partner of the Partnership, Behringer Advisors I and certain of its affiliates have also received fees in the past in connection with the Partnership’s Offering and acquisitions.

~~There~~For ~~were~~the nomanagement ~~beneficiaries~~and leasing ~~known~~of our properties, we will pay Behringer Harvard Mid-Term Management Services, LLC, Behringer Harvard Real Estate Services, LLC or HPT Management Services, LLC, our affiliated property managers or their affiliates (individually or collectively referred to as "Property Manager"), property management and leasing fees equal to the lesser of: (A) the amounts charged by usunaffiliated ~~who~~persons ~~owned~~rendering ~~more~~comparable ~~than~~services in the same geographic area or (B)(1) for commercial properties that are not leased on a long-term net lease basis, 4% of gross revenues, plus separate leasing fees of up to 1.5% of gross revenues based upon the customary leasing fees applicable to the geographic location of the properties, and (2) in the case of commercial properties that are leased on a long-term net lease basis (10 or more years), 1% of gross revenues plus a one-time initial leasing fee of 3% of gross revenues payable over the first five years of the lease term. We will reimburse the costs and expenses incurred by our ~~outstanding~~Property ~~beneficial~~Manager ~~interests~~on ~~units~~our asbehalf, including the wages and salaries and other employee-related expenses of all on-site employees of our Property Manager who are engaged in the operation, management, maintenance and leasing or access control of our properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties. For the period from April 81, 2011 to December 31, 2011, the Liquidating Trust incurred property management fees payable to the Property Manager or its affiliates of approximately $89,000.

We do not have any officers or directors. The Partnership’s two General Partners, Robert M. Behringer and Behringer Harvard Advisors I, each owned 50% of the general partnership interests of the Partnership. Behringer Advisors I, in its capacity as our Managing Trustee does not own any beneficial interest in the Liquidating Trust. We do not maintain any equity compensation plans, and no arrangements exist that would, upon operation, result in a change in control for us.35

~~The~~We ~~following~~may ~~table~~pay ~~sets~~Behringer ~~forth~~Advisors ~~information~~I, asor ~~of April 8~~its affiliates, ~~2011~~an ~~regarding~~annual ~~the~~asset ~~beneficial~~management ~~ownership~~fee of ~~units of our beneficial interest by each person known by us to own~~ 0.5% ~~or more~~ of the ~~outstanding~~contract ~~beneficial~~purchase ~~interests,~~price ~~each~~ of our ~~directors~~assets. orAny ~~those~~portion of ~~our~~the ~~Managing~~asset ~~Trustee,~~management fee ~~each~~may ofbe ~~our~~deferred ~~executive~~and ~~officers~~paid orin ~~those~~a ofsubsequent ~~our~~year. ~~Managing~~For ~~Trustee,~~the ~~and~~period ~~our~~from ~~directors~~April ~~and executive officers~~1, or2011 ~~those~~to ofDecember ~~our~~31, ~~Managing Trustee~~2011, asthe aLiquidating ~~group. The~~Trust incurred ~~percentage~~asset ofmanagement ~~beneficial~~fees ~~ownership is calculated based on 4,275,187 units~~ of ~~beneficial~~approximately ~~interest~~$70,000.

		Beneficial Interest		Percent
		Units Beneficially		of
Title of class	Beneficial owner	Owned		Class
Beneficial interest	Behringer Advisors I (1)(3)		-		*
Beneficial interest	Robert M. Behringer (1)(2)		2,762.43		*
Beneficial interest	Robert S. Aisner (1)(2)		1,104.97		*
Beneficial interest	Samuel A. Gillespie (1)(2)		-		*
Beneficial interest	Gerald J. Reihsen, III (1)(2)		-		*
Beneficial interest	Gary S. Bresky (1)(2)		-		*
Beneficial interest	M. Jason Mattox (1)(2)		-		*
Beneficial interest	Kymberlyn Janney (1)(2)		-		*
Beneficial interest	All current executive officers as a group (7 persons)		3,867.40		*

We may reimburse Behringer Advisors I for costs and expenses paid or incurred to provide services to us including direct expenses and the costs of salaries and benefits of certain persons employed by those entities and performing services for us. For the period from April 1, 2011 to December 31, 2011 the Liquidating Trust incurred such costs for administrative services totaling approximately $40,000.

At December 31, 2011, the Liquidating Trust had payables to related parties of approximately $55,000, which consisted of approximately $48,000 for direct expenses and services *Denotesand ~~less~~approximately ~~than~~$7,000 1%for management fees payable to Behringer Advisors I and our Property Manager.

As the Partnership did previously, in connection with the sale of our properties, we will pay our Managing Trustee, Behringer Advisors I, or its affiliates a subordinated disposition fee in an amount not exceeding the lesser of: (1A) ~~The~~ ~~address~~50% of ~~Messrs.~~the ~~Behringer~~reasonable, ~~Aisner~~customary and competitive real estate brokerage commissions customarily paid for the sale of a comparable property in light of the size, ~~Gillespie~~type and location of the property, ~~Reihsen~~or (B) 3% of the gross sales price of each property, ~~Bresky~~subordinated to distributions to beneficiaries from the sale proceeds of an amount which, together ~~Mattox~~with distributions to Partnership’s limited partners prior to the Effective Date, Mswill equal (1) 100% of their capital contributions plus (2) an 8% annual cumulative (noncompounded) return of their net capital contributions. ~~Janney~~Subordinated disposition fees that are not payable at the date of sale, because beneficiaries have not yet received their required minimum distributions, will be deferred and ~~Behringer~~paid ~~Harvard~~at such time as these subordination conditions have been satisfied. In addition, after the beneficiaries have received a return of their net capital contributions and an 8% annual cumulative (noncompounded) return on their net capital contributions, then Behringer Advisors I is ~~15601~~entitled ~~Dallas~~to ~~Parkway~~receive 15% of the remaining residual proceeds available for distribution (a subordinated participation in net sale proceeds and distributions); provided, ~~Suite~~however, ~~600~~that in no event will Behringer Advisors I receive in the aggregate more than 15% of sale proceeds remaining after the beneficiaries have received a return of their net capital contributions. Since such conditions have not been met for the Liquidating Trust, ~~Addison~~the Liquidating Trust incurred no such disposition fees for the period from April 1, ~~Texas~~2011 ~~75001~~to December 31, 2011.

~~(2) Executive~~We ~~Officers~~are ofdependent on Behringer Advisors I and our ~~Managing~~Property ~~Trustee~~Manager for certain services that are essential to us, ~~Behringer~~including ~~Advisors~~asset Idisposition decisions, property management and leasing services and other general and administrative responsibilities. In the event that these companies were unable to provide the respective services to us, we would be required to obtain such services from other sources.

~~(3) Managing~~Policies ~~Trustee.~~and Procedures for Transactions with Related Persons

~~Item~~The ~~13. Certain~~agreements ~~Relationships~~and arrangements among the Liquidating Trust, our Managing Trustee and ~~Related~~its ~~Transactions~~affiliates have been established by our Managing Trustee, and ~~Director~~our ~~Independence~~Managing Trustee believes the amounts to be paid thereunder to be reasonable and customary under the circumstances. Additionally, our Managing Trustee has a fiduciary obligation to act in the best interests of both our beneficiaries and the investors in other affiliated programs and will use its best efforts to assure that we will be treated at least as favorably as any other affiliated program.

~~Transactions~~Item ~~with~~14. ~~Related~~Principal ~~Persons~~Accountant Fees and Services.

The Managing Trustee and certain of its affiliates are entitled to receive fees and compensation in connection with the management and sale of our assets, which fees are the same as those previously paid by the Partnership to Behringer Advisors I as General Partner, and in its former capacity as General Partner of the Partnership, Behringer Advisors I and certain of its affiliates have also received fees in the past in connection with the Partnership’s Offering and acquisitionsNone.

3936

~~For~~PART the management and leasing of our properties, we will pay Behringer Harvard Mid-Term Management Services, LLC, Behringer Harvard Real Estate Services, LLC or HPT Management Services, LLC, our affiliated property managers or their affiliates (individually or collectively referred to as "Property Manager"), property management and leasing fees equal to the lesser of: (A) the amounts charged by unaffiliated persons rendering comparable services in the same geographic area or (B)(1) for commercial properties that are not leased on a long-term net lease basis, 4% of gross revenues, plus separate leasing fees of up to 1.5% of gross revenues based upon the customary leasing fees applicable to the geographic location of the properties, and (2) in the case of commercial properties that are leased on a long-term net lease basis (10 or more years), 1% of gross revenues plus a one-time initial leasing fee of 3% of gross revenues payable over the first five years of the lease term. We will reimburse the costs and expenses incurred by our Property Manager on our behalf, including the wages and salaries and other employee-related expenses of all on-site employees of our Property Manager who are engaged in the operation, management, maintenance and leasing or access control of our properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties. During the years ended December 31, 2010, 2009 and 2008, the Partnership incurred property management fees payable to the Property Manager or its affiliates of approximately $139,000, $141,000, and $145,000, respectively of which approximately $1,500, $5,500 and $8,800, respectively was included in discontinued operations.IV

WeItem ~~may pay Behringer Advisors I, or its affiliates, an annual asset management fee of 0~~15.5% ~~of the contract purchase price of our assets. Any portion of the asset management fee may be deferred and paid in a subsequent year. During the year ended December 31~~Exhibits, ~~2010,~~Financial ~~the~~Statement ~~Partnership incurred asset management fees of approximately $127,000 of which approximately $4,000 was included in discontinued operations~~Schedules. ~~During each of the years ended December 31, 2009 and 2008, the Partnership incurred asset management fees of approximately $138,000 of which $15,000 was included in discontinued operations.~~

We(a) ~~may~~List ~~reimburse Behringer Advisors I for costs and expenses paid or incurred to provide services to us including direct expenses and the costs~~ of ~~salaries~~Documents ~~and benefits of certain persons employed by those entities and performing services for us~~Filed. ~~For the year ended December 31, 2010 and 2009 and 2008 the Partnership incurred such costs for administrative services totaling approximately $126,000, $178,000 and $120,000, respectively.~~

At December 31, 2010, the Partnership had payables to related parties of approximately $75,000, which consisted of approximately $63,000 for direct expenses and services and approximately $12,000 for management fees payable to Behringer Advisors I and our Property Manager1. AtUnaudited ~~December~~Financial 31, 2009, the Partnership had payables to related parties of approximately $72,000, which consisted of approximately $52,000 for direct expenses and services and approximately $20,000 for management fees payable to Behringer Advisors I and our Property Manager.Statements

AsThe ~~the~~list ~~Partnership did previously, in connection with the sale~~ of ~~our properties, we will pay our Managing Trustee, Behringer Advisors I, or its affiliates a subordinated disposition fee in an amount not exceeding~~ the ~~lesser~~financial ~~of:~~statements ~~(A)~~filed 50% of the reasonable, customary and competitive real estate brokerage commissions customarily paid for the sale of a comparable property in light of the size, type and location of the property, or (B) 3% of the gross sales price of each property, subordinated to distributions to beneficiaries from the sale proceeds of an amount which, together with distributions to Partnership’s limited partners prior to the Effective Date, will equal (1) 100% of their capital contributions plus (2) an 8% annual cumulative (noncompounded) return of their net capital contributions. Subordinated disposition fees that are not payable at the date of sale, because beneficiaries have not yet received their required minimum distributions, will be deferred and paid at such time as ~~these subordination conditions have been satisfied. In addition, after the beneficiaries have received a return~~ part of ~~their~~this ~~net~~Annual ~~capital~~Report ~~contributions and an 8% annual cumulative (noncompounded) return~~ on ~~their~~Form ~~net~~10-K ~~capital contributions, then Behringer Advisors I~~ is ~~entitled~~set toforth ~~receive~~on ~~15%~~page ofF-1 the remaining residual proceeds available for distribution (a subordinated participation in net sale proceeds and distributions); provided, however, that in no event will Behringer Advisors I receive in the aggregate more than 15% of sale proceeds remaining after the beneficiaries have received a return of their net capital contributionsherein. ~~Since the Partnership was subject to the same conditions and such conditions had not been met, the Partnership incurred no such disposition fees for the years ended December 31, 2010, 2009 or 2008.~~

We are dependent on Behringer Advisors I and our Property Manager for certain services that are essential to us, including asset disposition decisions, property management and leasing services and other general and administrative responsibilities2. InUnaudited ~~the~~Financial ~~event~~Statement ~~that these companies were unable to provide the respective services to us, we would be required to obtain such services from other sources.~~Schedules

40Schedule III - Real Estate and Accumulated Depreciation

~~Policies~~3. ~~and Procedures for Transactions with Related Persons~~Exhibits

The ~~agreements~~list ~~and~~of ~~arrangements~~exhibits ~~among~~filed ~~the~~as ~~Liquidating~~part ~~Trust,~~of ~~our~~this ~~Managing~~Annual ~~Trustee~~Report on ~~and~~Form ~~its~~10-K ~~affiliates~~is ~~have~~submitted ~~been~~in ~~established by our Managing Trustee, and our Managing Trustee believes~~ the ~~amounts~~Exhibit toIndex befollowing ~~paid thereunder to be reasonable and customary under~~ the ~~circumstances.~~financial ~~Additionally,~~statements ~~our~~in ~~Managing~~response ~~Trustee has a fiduciary obligation~~ to ~~act~~Item in601 ~~the best interests~~ of ~~both~~Regulation ~~our beneficiaries and the investors in other affiliated programs and will use its best efforts to assure that we will be treated at least as favorably as any other affiliated program~~S-K.

~~Item~~(b) 14Exhibits. ~~Principal Accountant Fees and Services.~~

Because the Partnership did not have a board of directors or any board committees, including an audit committee, the General Partners pre-approved all auditing and permissible non-auditing services that may be provided by an independent registered public accounting firm, if any. The ~~independent~~exhibits ~~public~~filed ~~accountants~~in ~~may not be retained~~ response to ~~perform~~Item ~~the~~601 ~~non-auditing services specified in Section 10A(g)~~ of ~~the~~Regulation ~~Exchange~~S-K ~~Act.~~are ~~Because~~listed ~~we requested, and~~ on ~~March 31, 2011 were granted, No-Action relief from~~ the ~~SEC~~Exhibit ~~regarding~~Index ~~our~~attached ~~proposed modified reporting described elsewhere herein, we have not engaged an independent registered public accounting firm to provide auditing services~~hereto. ~~A copy of the No-Action letter is publicly available through the SEC’s website.~~

~~Fees~~(c) ~~Paid~~Financial toStatement ~~Principal Independent Registered Public Accounting Firm~~Schedules.

~~The~~All ~~following~~other ~~table~~financial ~~presents~~statement ~~aggregate~~schedules ~~fees~~have ~~for~~been ~~professional~~omitted ~~review~~because ~~services billed to~~ the ~~Partnership~~required ~~for~~information ~~the fiscal years ended December 31, 2010 and 2009 by its independent registered public accounting firm, Deloitte & Touche LLP, the member firms~~ of ~~Deloitte~~such ~~Touche~~schedules ~~Tohmatsu,~~is ~~and~~not ~~their~~present ~~respective~~or ~~affiliates~~not ~~(collectively, “Deloitte & Touche”) (in thousands):~~applicable.

	2010		2009
Audit related fees (1)	$	150	$	165
Tax related fees (2)		33		21
Total Fees	$	183	$	186

1) Audit related fees consisted of professional services performed in connection with the review of the annual consolidated financial statements in 2010 and the audit of the Partnership’s annual consolidated financial statements in 2009, and review of consolidated financial statements included in the Partnership’s Forms 10-Q.SIGNATURES

2Pursuant to the requirements of Section 13 or 15(d) ~~Tax~~of ~~fees~~the ~~were~~Securities ~~for~~Exchange ~~assistance~~Act ~~with~~of ~~matters~~1934, ~~related~~the registrant has duly caused this report to ~~tax~~be ~~compliance,~~signed ~~tax~~on ~~planning~~its behalf ~~and~~by ~~tax~~the ~~advice~~undersigned, thereunto duly authorized.

March 29, 2012	Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

	By:	/s/ Michael J. O’Hanlon

		Michael J. O’Hanlon
		Chief Executive Officer and President of Behringer Harvard Advisors I LP

~~PART~~Pursuant IVto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Item 15. Exhibits, Financial Statement Schedules.

March 29, 2012	/s/ Michael J. O’Hanlon

	Michael J. O’Hanlon
	Chief Executive Officer and President of Behringer Harvard Advisors I LP
	(Principal Executive Officer)

March 29, 2012	/s/ Gary S. Bresky

	Gary S. Bresky
	Chief Financial Officer of Behringer Harvard Advisors I LP (Principal Financial Officer)

March 29, 2012	/s/ S. Jason Hall
	S. Jason Hall
	Treasurer of Behringer Harvard Advisors I LP
	(Principal Accounting Officer)

~~(a) List of Documents Filed.~~38

1.INDEX ~~Unaudited~~TO ~~Financial~~UNAUDITED ~~Statements~~FINANCIAL STATEMENTS

The list of the financial statements filed as part of this Annual Report on Form 10-K is set forth on page F-1 herein.

	Page

Unaudited Financial Statements

Unaudited Consolidated Statement of Net Assets as of December 31, 2011 (Liquidation Basis)	F-2

Unaudited Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the period from April 1, 2011 through December 31, 2011	F-3

Notes to Unaudited Consolidated Financial Statements	F-4

Unaudited Financial Statement Schedules

Schedule III – Real Estate and Accumulated Depreciation for the period from April 1, 2011 through December 31, 2011	F-9

~~2. Unaudited Financial Statement Schedules~~F-1

~~Schedule~~Behringer IIHarvard Mid-Term ~~Valuation~~Value ~~and~~Enhancement Liquidating ~~Qualifying Accounts~~Trust

~~Schedule~~Consolidated ~~III~~Statement -of ~~Real~~Net ~~Estate and Accumulated Depreciation~~Assets

3.(Liquidation ~~Exhibits~~Basis)

~~The~~December ~~list~~31, ~~of exhibits filed as part of this Annual Report on Form 10-K is submitted in the Exhibit Index following the financial statements in response to Item 601 of Regulation S-K.~~2011

(bunaudited) ~~Exhibits.~~

~~The exhibits filed~~ (in ~~response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.~~thousands)

	December 31,
	2011

Real estate investments:
Real estate held for sale	$	10,109
Cash and cash equivalents		4,238
Accounts receivable, net		17
Prepaid expenses and other assets		16
Total assets	$	14,380

Liabilities
Accounts payable	$	22
Payables to related parties		55
Accrued liabilities		565
Liability for estimated costs in excess of estimated receipts during liquidation		1,619
Total liabilities		2,261
Net assets in liquidation	$	12,119

~~All~~See ~~other~~Notes ~~financial~~to ~~statement~~Consolidated ~~schedules~~Financial ~~have been omitted because the required information of such schedules is not present or not applicable~~Statements.

42F-2

~~SIGNATURES~~Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

~~Pursuant~~Consolidated toStatement ~~the requirements~~ of ~~Section~~Changes 13in Net ~~or 15(d) 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.~~Assets

April 15, 2011	Behringer Harvard Mid-Term Value Enhancement Liquidating Trust
	By:	/s/ Robert S. Aisner
		Robert S. Aisner
		Chief Executive Officer and President of Behringer Harvard Advisors I LP

(Liquidation Basis)

~~Pursuant~~For to the ~~requirements~~Period offrom ~~the~~April ~~Securities~~1, ~~Exchange~~2011 ~~Act~~through December ~~of 1934~~31, ~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~2011

April 15, 2011	/s/ Robert S. Aisner
	Robert S. Aisner
	Chief Executive Officer and President of Behringer Harvard Advisors I LP
	(Principal Executive Officer)
April 15, 2011	/s/ Gary S. Bresky
	Gary S. Bresky
	Chief Financial Officer of Behringer Harvard Advisors I LP (Principal Financial Officer)
April 15, 2011	/s/ Kymberlyn Janney
	Kymberlyn Janney
	Senior Vice President - Finance of Behringer Harvard Advisors I LP (Principal Accounting Officer)

(Unaudited)

43(in thousands)

INDEX TO UNAUDITED FINANCIAL STATEMENTS

	Period from
	April 1, 2011
	Through
	December 31, 2011

Statement of Changes in Net Assets:
Net assets contributed to Mid-Term Liquidating Trust on April 1, 2011	$	19,094
Change in estimated receipts in excess of estimated costs during liquidation		316
Net decrease in fair value		(433	)
Liquidating distributions to beneficiaries		(6,858	)
Change in net assets in liquidation		(6,975	)
Net assets in liquidation at December 31, 2011	$	12,119

	Page
Unaudited Financial Statements
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-2
Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008	F-3
Consolidated Statements of Partners’ Capital for the Years Ended December 31, 2010, 2009 and 2008	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	F-5
Notes to Consolidated Financial Statements	F-6
Unaudited Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts	F-16
Schedule III – Real Estate and Accumulated Depreciation	F-17

See Notes to Consolidated Financial Statements

F - 13

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated ~~Balance~~Financial ~~Sheets~~Statements

~~As of December 31, 2010 and 2009~~(Unaudited)

~~(in~~1. ~~thousands,~~Business ~~except~~and ~~unit amounts)~~Organization

~~(Unaudited)~~Business

	2010		2009
Assets
Real estate
Land	$	4,631	$	5,682
Buildings and improvements, net		11,284		14,590
Total real estate		15,915		20,272
Cash and cash equivalents		3,329		4,465
Accounts receivable, net		407		601
Prepaid expenses and other assets		18		35
Lease intangibles, net		1,227		2,214
Total assets	$	20,896	$	27,587
Liabilities and partners' capital
Liabilities
Accounts payable	$	3	$	141
Payables to related parties		75		72
Acquired below-market leases, net		-		53
Distributions payable		109		218
Accrued liabilities		978		900
Total liabilities		1,165		1,384
Commitments and contingencies
Partners' capital
Limited partners, 44,000,000 units authorized; 4,275,187 units issued and outstanding at December 31, 2010 and 2009, respectively		19,730		26,202
General partners		1		1
Total partners' capital		19,731		26,203
Total liabilities and partners' capital	$	20,896	$	27,587

Behringer Harvard Mid-Term Value Enhancement Fund I LP (which may be referred to as the “Partnership”) was a limited partnership formed in Texas on July 30, 2002 governed by an Agreement of Limited Partnership, as amended (the “Partnership Agreement”). Its general partners were Behringer Harvard Advisors I LP (“Behringer Advisors I”) and Robert M. Behringer (collectively, the “General Partners”). The Partnership was funded through capital contributions from the General Partners and initial limited partner on September 20, 2002 (date of inception) and offered our limited partnership units pursuant to the public offering which commenced on February 19, 2003 and was terminated on February 19, 2005 (the “Offering”). It offered its limited partnership units pursuant to the public offering which commenced on February 19, 2003 and terminated on February 19, 2005 (the “Offering”). The Offering was a best efforts continuous offering and we admitted new investors until the termination of the Offering.

~~See~~The ~~Notes~~Partnership used the proceeds from the Offering, after deducting offering expenses, primarily to ~~Consolidated~~acquire ~~Financial~~six ~~Statements~~office building properties. As of December 31, 2011, two of the six properties remained in the portfolio. These properties combined contain approximately 104,000 rentable square feet. We will not purchase any additional properties for our portfolio.

FOn -February 216, 2011, the General Partners in their sole discretion organized us as a Delaware statutory trust for the purpose of winding up the Partnership’s affairs and liquidating the Partnership’s assets, including, but not limited to, the sale of its remaining real estate assets, to make appropriate provision for the Partnership’s remaining obligations and to make special distributions to our investors of available liquidation proceeds.

~~Behringer~~2. ~~Harvard~~Plan ~~Mid-Term~~of ~~Value Enhancement Liquidating Trust~~Liquidation

~~Consolidated~~On ~~Statements~~February 16, 2011. The Behringer Harvard Mid-Term Value Enhancement Liquidating Trust (referred to herein as the “Liquidating Trust”, “we”, “us”, or “our”) was formed, and the Partnership transferred all of ~~Operations~~its remaining assets and liabilities to the Liquidating Trust.

~~For~~Also ~~the~~on ~~Years~~February ~~Ended~~16, ~~December~~2011 31(the “Effective Date”), ~~2010~~the Partnership completed its liquidation pursuant to a Plan of Liquidation (the “Plan”) adopted by its General Partners pursuant to their authority under the Partnership’s Agreement of Limited Partnership, ~~2009~~as amended (the “Partnership Agreement”), ~~and~~which ~~2008~~provided for our formation as a liquidating trust for the purpose of completing the liquidation of the assets of the Partnership.

In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (inthe ~~thousands~~“Liquidating Trust Agreement”) with one of the Partnership’s General Partners, ~~except~~Behringer ~~per~~Advisors ~~unit~~I, ~~amounts~~as managing trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, as resident trustee (the “Resident Trustee”). As of the Effective Date, each of the holders of limited partnership units in the Partnership received a pro rata beneficial interest unit in the Liquidating Trust in exchange for such holder’s interest in the Partnership.

On the Effective Date, the Partnership filed a Form 15 with the Securities and Exchange Commission (~~Unaudited~~“SEC”) to terminate the registration of the limited partnership units in the Partnership under the Exchange Act and announced it would cease filing reports under that Act. On March 31, 2011 we were granted No-Action relief from the SEC regarding our proposed modified reporting. A copy of the No-Action letter is publicly available through the SEC’s website. Accordingly our Managing Trustee will file with the SEC annual reports on Form 10-K that contain unaudited financial statements based on the liquidation basis of accounting and current reports on Form 8-K to disclose material events relating to us.

	2010			2009		2008
Rental revenue	$	3,449		$	3,491	$	3,495
Expenses
Property operating expenses		847			868		812
Real estate taxes		524			459		619
Property and asset management fees		261			259		259
Asset impairment loss		1,404			-		-
General and administrative		546			604		574
Depreciation and amortization		1,489			1,307		1,368
Total expenses		5,071			3,497		3,632
Interest income		35			49		162
Income (loss) from continuing operations before income taxes		(1,587	)		43		25
Provision for income taxes		7			9		13
Income (loss) from continuing operations		(1,594	)		34		12
Income (loss) from discontinued operations		(372	)		131		129
Net income (loss)	$	(1,966	)	$	165	$	141
Net income (loss) allocated to limited partners	$	(1,966	)	$	165	$	141
Weighted average number of limited partnership units outstanding		4,275			4,275		4,289
Basic and diluted net income (loss) per limited partnership unit
Income (loss) from continuing operations	$	(0.37	)	$	0.01	$	0.00
Income (loss) from discontinued operations		(0.09	)		0.03		0.03
Basic and diluted net income (loss) per limited partnership unit	$	(0.46	)	$	0.04	$	0.03

~~See~~3. ~~Notes~~Summary toof ~~Consolidated~~Significant ~~Financial~~Accounting ~~Statements.~~Policies

FThe -summary 3of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. Such financial statements and accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. The following accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP), in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

~~Behringer Harvard Mid~~F-~~Term Value Enhancement Liquidating Trust~~4

~~Consolidated~~Behringer ~~Statements~~Harvard ofMid-Term ~~Partners'~~Value ~~Capital~~Enhancement Liquidating Trust

~~For~~Notes ~~the~~to ~~Years~~Consolidated ~~Ended~~Financial ~~December 31, 2010, 2009, and 2008~~Statements

(~~in thousands~~Unaudited)

~~(Unaudited)~~Use of Estimates in the Preparation of Financial Statements

	Limited Partners									General Partners
	Contributions/			Accumulated			Number of					Accumulated
	(Distributions)			Income (Losses)			Units			Contributions		Income		Total
Balance as of January 1, 2008	$	31,384		$	-			4,309		$	1	$	-	$	31,385
Redemption of units of limited partnership interest		(342	)					(34	)						(342	)
Distributions to limited partners		(2,440	)		(141	)									(2,581	)
Net income					141								-		141
Balance as of December 31, 2008	$	28,602		$	-			4,275		$	1	$	-	$	28,603
Distributions to limited partners		(2,400	)		(165	)									(2,565	)
Net income					165								-		165
Balance as of December 31, 2009		26,202			-			4,275			1		-		26,203
Distributions to limited partners		(4,506	)												(4,506	)
Net loss					(1,966	)							-		(1,966	)
Balance as of December 31, 2010	$	21,696		$	(1,966	)		4,275		$	1	$	-	$	19,731

The preparation of our financial statements in conformity with GAAP and the liquidation basis of accounting requires management to make estimates and assumptions that affect the reported amounts of the assets, including net assets in liquidation, and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions from those estimates.

~~See~~Principles ~~Notes~~of toConsolidation ~~Consolidated~~and Basis ~~Financial~~of ~~Statements.~~Presentation

FThe consolidated financial statements include the accounts of the Liquidating Trust and the accounts of all of its wholly owned subsidiaries. All inter-company 4transactions, balances and profits have been eliminated in consolidation. These consolidated financial statements have been prepared according to the liquidation basis of accounting. We have evaluated subsequent events for recognition or disclosure in the consolidated financial statements. In the Notes to Consolidated Financial Statements, all dollar and share amounts in tabulation are in thousands of dollars and units, respectively, unless otherwise noted.

~~Behringer~~Liquidation ~~Harvard~~Basis ~~Mid-Term~~of ~~Value Enhancement Liquidating Trust~~Accounting

~~Consolidated~~Under ~~Statements~~the liquidation basis of ~~Cash~~accounting, all ~~Flows~~assets were adjusted to their estimated fair value (on an undiscounted basis) and liabilities, including estimated costs associated with implementing the plan of liquidation, were adjusted to their estimated settlement amounts on April 1, 2011. We adjusted items to their fair values as of April 1, 2011 as a matter of convergence, efficiency and materiality. Actual values realized for assets and settlements of liabilities may differ materially from the amounts estimated. Estimated future cash flows from property operations were made based on the anticipated sales dates of our remaining assets. Due to the uncertainty in the timing of the anticipated sales dates and the cash flows therefrom, operations may differ materially from amounts estimated. These amounts are presented in the accompanying statement of net assets included in the consolidated financial statements. The net assets represent the estimated liquidation value of our remaining assets available to our beneficiaries upon liquidation. The actual settlement amounts realized for assets and liabilities may differ materially, perhaps in adverse ways, from the amounts estimated.

~~For~~In ~~the~~accordance ~~Years~~with ~~Ended~~the ~~December~~plan 31of liquidation, we ~~2010~~continue to actively manager our property portfolio to seek to achieve higher occupancy rates and control operating expenses. We continually evaluate our existing portfolio and adjust our net real estate liquidation value accordingly. When we become aware of market conditions or other circumstances that indicate that the present value of our properties materially differs from our expected net sales price, ~~2009~~we will adjust our liquidation value accordingly. Under the adoption of our plan of liquidation, we will not acquire any new properties and ~~2008~~are focused on liquidating our remaining assets.

~~(in~~Cash ~~thousands)~~and Cash Equivalents

~~(Unaudited)~~We consider investments in highly-liquid money market funds or investments with original maturities of three months or less are considered to be cash equivalents.

	2010			2009			2008
Cash flows from operating activities
Net income (loss)	$	(1,966	)	$	165		$	141
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Asset impairment loss		1,813			-			-
Depreciation and amortization		1,548			1,427			1,455
Change in accounts receivable		10			(231	)		-
Change in prepaid expenses and other assets		17			10			(1	)
Additions to lease intangibles		(247	)		(361	)		(19	)
Change in accounts payable		(138	)		118			18
Change in payables to related parties		3			(22	)		69
Change in accrued liabilities		97			(142	)		(106	)
Cash provided by operating activities		1,137			964			1,557
Cash flows from investing activities
Purchases of property and equipment		(173	)		(181	)		-
Proceeds from sale of asset		2,516			-			-
Cash provided by (used in) investing activities		2,343			(181	)		-
Cash flows from financing activities
Distributions		(4,616	)		(2,565	)		(2,582	)
Redemption of limited partnership units		-			-			(342	)
Cash used in financing activities		(4,616	)		(2,565	)		(2,924	)
Net change in cash and cash equivalents		(1,136	)		(1,782	)		(1,367	)
Cash and cash equivalents at beginning of year		4,465			6,247			7,614
Cash and cash equivalents at end of year	$	3,329		$	4,465		$	6,247
Supplemental disclosure:
Taxes paid	$	9		$	10		$	14
Non-cash investing activities:
Capital expenditures for real estate in accrued liabilities	$	17		$	-		$	-

Income Taxes

~~See~~The ~~Notes~~Liquidating Trust is intended to ~~Consolidated~~be treated ~~Financial~~as ~~Statements~~a continuation of the Partnership and classified as a partnership for federal income tax purposes. Therefore, the Liquidating Trust is generally not subject to income tax. However, legal entities that conduct business in Texas are subject to the Texas margin tax, including previously non-taxable entities such as limited partnerships and limited liability partnerships. The tax is assessed on Texas sourced taxable margin, which is defined as the lesser of (1) 70% of total revenue or (2) total revenue less (a) the cost of goods sold or (b) compensation and benefits. Although the law states that the margin tax is not an income tax, it has the characteristics of an income tax since it is determined by applying a tax rate to a base that considers both revenues and expenses. For the period from April 1, 2011 to December 31, 2011, the Liquidating Trust did not recognize a provision for current tax expense. The Liquidating Trust did not have any entity level uncertain tax positions.

FCertain -of 5transactions may be subject to accounting methods for income tax purposes that differ from the accounting methods used in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Accordingly, net income or loss and the resulting balances in the partners’ capital accounts reported for income tax purposes may differ from the balances reported for those same items in the accompanying financial statements.

~~Behringer Harvard Mid~~F-~~Term Value Enhancement Liquidating Trust~~5

~~Notes~~Behringer toHarvard ~~Consolidated~~Mid-Term ~~Financial~~Value ~~Statements~~Enhancement Liquidating Trust

~~(Unaudited)~~Notes to Consolidated Financial Statements

~~1. Business and Organization~~(Unaudited)

~~Business~~Concentration of Credit Risk

~~Behringer~~We ~~Harvard~~had ~~Mid-Term~~cash ~~Value~~and ~~Enhancement~~cash ~~Fund I LP (which may be referred to as the “Partnership”) was a limited partnership formed~~ equivalents in ~~Texas~~excess ~~on July 30, 2002 governed by an Agreement~~ of ~~Limited~~federally ~~Partnership,~~insured aslevels ~~amended~~on ~~(the~~deposit ~~“Partnership~~in ~~Agreement”).~~financial ~~Its~~institutions ~~general partners were Behringer Harvard Advisors I LP (“Behringer Advisors I”)~~ and ~~Robert~~has M.diversified ~~Behringer~~its ~~(collectively,~~cash ~~the “General Partners”). The Partnership was funded through capital contributions from the General Partners~~ and ~~initial~~cash ~~limited~~equivalents ~~partner~~between several onbanking ~~September~~institutions ~~20,~~in ~~2002~~an ~~(date~~attempt ofto ~~inception)~~minimize ~~and~~exposure ~~offered our limited partnership units pursuant~~ to ~~the~~any ~~public~~one ~~offering which~~of ~~commenced~~these ~~on February 19, 2003 and was terminated on February 19, 2005 (the “Offering”)~~entities. ~~The~~We ~~Offering~~regularly ~~was~~monitor ~~a best efforts continuous offering, and new investors were admitted until~~ the ~~termination~~financial stability of ~~the~~these ~~Offering~~financial ininstitutions ~~February~~and ~~2005.~~believe Asthat ofwe ~~December~~are ~~31, 2010, the Partnership had 4,275,187 limited partnership units outstanding which were~~ not ~~listed~~exposed ~~on a national exchange. The Partnership used the proceeds from the Offering, after deducting offering expenses,~~ to ~~acquire~~any ~~six~~significant ~~office~~credit ~~building~~risk ~~properties, of which four remained~~ in ~~its~~cash ~~portfolio~~and ~~at December 31, 2010~~cash equivalents.

~~2. Summary~~Revenue ofRecognition ~~Significant Accounting Policies~~

~~Use~~Rental ofrevenue ~~Estimates~~is inrecorded on the ~~Preparation~~contractual basis ofunder ~~Financial~~the ~~Statements~~liquidation basis of accounting.

~~The~~Reportable preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include such items as purchase price allocation for real estate acquisitions, impairment of long-lived assets, depreciation and amortization and allowance for doubtful accounts. Actual results could differ from those estimates.Segments

~~Principles~~The ofLiquidating ~~Consolidation~~Trust has determined that it has one reportable segment, with activities related to the ownership, development and ~~Basis~~management of ~~Presentation~~real estate. Income producing properties generated 100% of the Liquidating Trust’s consolidated revenues for the period from April 1, 2011 to December 31, 2011. The chief operating decision maker evaluates operating performance on an individual property level. Therefore, the properties are aggregated into one reportable segment.

~~The consolidated financial statements include the accounts of the Partnership and the accounts of all of its wholly owned subsidiaries~~3. ~~All~~New ~~inter-company~~Accounting transactions, balances and profits have been eliminated in consolidation. These consolidated financial statements have been prepared according to the going concern basis of accounting. Subsequent to the Effective Date, our consolidated financial statements will be prepared on the liquidation basis of accounting. We have evaluated subsequent events for recognition or disclosure in the consolidated financial statements. In the Notes to Consolidated Financial Statements, all dollar and share amounts in tabulation are in thousands of dollars and units, respectively, unless otherwise noted. Pronouncements

FIn -May 62011, the FASB issued updated guidance for fair value measurements. The guidance amends existing guidance to provide common fair value measurements and related disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”). This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We are evaluating this guidance and currently do not believe that it will have a material impact on our consolidated financial statements or disclosures.

~~Behringer~~4. ~~Harvard~~Asset ~~Mid-Term~~(Liability) ~~Value~~for ~~Enhancement~~Estimated ~~Liquidating~~Receipts ~~Trust~~(Costs) in Excess of Estimated Costs (Receipts) during Liquidation

~~Notes~~Under the liquidation basis of accounting, we are required to ~~Consolidated~~estimate ~~Financial~~the ~~Statements~~cash flows from operations and accrue the costs associated with implementing and complying with the plan of liquidation. We currently estimate that we will have estimated costs of liquidation in excess of operating cash flows from our estimated receipts. These amounts can vary significantly due to, among other things, the timing and estimates for executing and renewing leases, along with the estimates of tenant improvements incurred and paid, the timing of property sales, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with winding up our operations. These costs are estimated and are expected to be paid over the liquidation period.

The change in the asset (~~Unaudited~~liability) for estimated receipts (costs) in excess of estimated costs (receipts) during liquidation for the period from April 1, 2011 to December 31, 2011 was as follows (amounts in thousands):

Real Estate

	April 1,			Cash Payments			Change in			December 31,
	2011			and (Receipts)			Estimates			2011

Assets:
Estimated net inflows from consolidated operating activities	$	1,346		$	733		$	(1,763	)	$	316
Liabilities:
Liquidatiion costs		(700	)		160			100			(440	)
Capital expenditures		(1,492	)		(1,026	)		1,023			(1,495	)
Total liabilities		(2,192	)		(866	)		1,123			(1,935	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(846	)	$	(133	)	$	(640	)	$	(1,619	)

Prior to the Effective Date, upon the acquisition of real estate properties, we allocate the purchase price of those properties to the assets acquired, consisting of land, inclusive of associated rights, and buildings, any assumed liabilities, identified intangible assets and asset retirement obligations based on their relative fair values5. Net ~~Identified~~Assets ~~intangible assets consisted of the fair value of above-market and below-market leases,~~ in~~-place~~ ~~leases, in-place tenant improvements, in-place leasing commissions and tenant relationships.~~Liquidation

The ~~fair~~net ~~value~~assets ofin ~~the~~liquidation ~~tangible~~as ~~assets~~of ~~acquired~~December 31, ~~consisting~~2011 of ~~land~~$12.1 ~~and~~million ~~buildings~~plus cumulative liquidating distributions paid through December 31, is2011 ~~determined~~of by$25.3 ~~valuing~~million ~~the~~(which ~~property~~includes $18.4 asmillion) ifpaid itto ~~were~~stockholders ~~vacant,~~prior to the transfer of assets and liabilities to the ~~“as-if-vacant”~~Liquidating ~~value~~Trust), ~~was~~would ~~then~~result ~~allocated~~in liquidating distributions paid to ~~land~~our ~~and~~beneficiaries ~~buildings~~per unit of approximately $9.02 ~~Land~~per ~~values~~unit ~~were~~(of ~~derived~~which ~~from~~$6.19 ~~appraisals,~~has ~~and~~been ~~building~~paid, ~~values~~which includes ~~were~~$4.59 ~~calculated~~per asshare ~~replacement~~paid ~~cost~~to ~~less~~stockholders ~~depreciation~~prior orto ~~management’s~~the ~~estimates~~transfer of assets and liabilities to the ~~relative~~Liquidating ~~fair~~Trust). ~~value~~These estimates for liquidating distributions per unit include projections of ~~these~~costs ~~assets~~and ~~using~~expenses ~~discounted~~expected ~~cash~~to ~~flow~~be ~~analyses~~incurred orduring ~~similar~~the period ~~methods.~~required ~~The~~to ~~value~~complete the plan of ~~buildings~~liquidation. ~~was~~These ~~depreciated~~projections ~~over~~could change materially based on the ~~estimated~~timing ~~useful~~of ~~life~~sales, the performance of 25underlying ~~years~~assets ~~using~~and any changes in the ~~straight-line~~underlying ~~method~~assumptions of projected cash flows.

~~The value of above~~F-market and below-market in-place leases for acquired properties were determined based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) management’s estimate of current market lease rates for the corresponding in-place leases, measured over a period equal to (a) the remaining non-cancelable lease term for above-market leases, or (b) the remaining non-cancelable lease term plus any fixed rate renewal options for below-market leases. The fair value of above-market and below-market leases was recorded as intangible assets or intangible liabilities, respectively, and the Partnership amortized them as an adjustment to rental income over the above determined lease term.6

~~The~~Behringer ~~total~~Harvard ~~value of identified real estate intangible assets acquired was further allocated to in~~Mid-~~place~~Term ~~lease~~Value ~~values,~~Enhancement Liquidating in-place tenant improvements, in-place leasing commissions and tenant relationships based on management’s evaluation of the specific characteristics of each tenant’s lease and the Partnership’s overall relationship with that respective tenant. The aggregate value for tenant improvements and leasing commissions was based on estimates of these costs incurred at inception of the acquired leases, amortized through the date of acquisition. The aggregate value of in-place leases acquired and tenant relationships was determined by applying a fair value model. The estimates of fair value of in-place leases include an estimate of carrying costs during the expected lease-up periods for the respective spaces considering current market conditions. In estimating the carrying costs that would have otherwise been incurred had the leases not been in place, management included such items as real estate taxes, insurance and other operating expenses as well as lost rental revenue during the expected lease-up period based on current market conditions. The estimates of fair value of tenant relationships also include costs to execute similar leases including leasing commissions, legal costs and tenant improvements as well as an estimate of the likelihood of renewal as determined by management on a tenant-by-tenant basis.Trust

~~The~~Notes ~~value of in-place leases and in-place tenant improvements were amortized~~ to ~~expense~~Consolidated ~~over~~Financial the initial term of the respective leases. The value of tenant relationship intangibles was amortized to expense over the initial term and any anticipated renewal periods, but in no event did the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the related real estate intangibles was expensed.Statements

~~Anticipated amortization associated with acquired lease intangibles for each of the following five years ended December 31 is as follows:~~(Unaudited)

2011	$	393
2012		185
2013		72
2014		72
2015		68

6. Real Estate Investments

Our real estate investments are comprised of two consolidated properties. As of December 31, ~~2010~~2011, ~~and~~both ~~2009,~~of ~~respectively,~~our ~~accumulated~~consolidated ~~depreciation~~properties ~~and~~are ~~amortization~~considered ~~related~~held for tosale ~~Partnership’s~~in ~~consolidated~~accordance ~~investments~~with inthe ~~real~~plan ~~estate~~of ~~assets~~liquidation. ~~and~~Under ~~related~~the ~~lease~~liquidation ~~intangibles~~basis ~~were~~of asaccounting, ~~follows:~~our properties are recorded at fair value less costs to sell.

F Dispositions during -the 7Period from April 1, 2011 through December 31, 2011

On May 26, 2011, Behringer Harvard 2800 Mockingbird LP, a wholly-owned subsidiary of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust sold a single-story office building containing approximately 73,349 rentable square feet located on approximately 3.9 acres of land at 2800 Mockingbird Lane in Dallas, Texas (“2800 W. Mockingbird”) to an unaffiliated buyer, Stinson FLP TX Property, LLC, an affiliate of Roundtree Automotive Group, LLC. The contract sales price for 2800 W. Mockingbird was $5.5 million, exclusive of closing costs.

~~Notes~~On October 26, 2011, Behringer Harvard 1401 Plano Road LP, a wholly-owned subsidiary of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust sold a single-story office building containing approximately 28,880 rentable square feet located on approximately 2.2 acres of land at 1401 North Plano Road in Richardson, Texas, a suburb of Dallas (the “ASC Building”) to ~~Consolidated~~an ~~Financial~~unaffiliated ~~Statements~~buyer, 31009 San Antonio Realty, LP, a California limited partnership. The contract sales price for the ASC Building was $3.6 million, exclusive of closing costs.

~~(Unaudited)~~7. Leasing Activity

	Buildings and			Lease
As of December 31, 2010	Improvements			Intangibles
Cost	$	14,916		$	3,763
Less: depreciation and amortization		(3,632	)		(2,536	)
Net	$	11,284		$	1,227

Future minimum base rental payments due to us over the next five years and thereafter under non-cancelable leases in effect as of December 31, 2011 were as follows (amounts in thousands):

							Acquired
2012		$	847
	Buildings and			Lease			Below-Market
2013			381
As of December 31, 2009	Improvements			Intangibles			Leases
2014			319
Cost	$	18,081		$	5,687		$	(358	)
2015			229
Less: depreciation and amortization		(3,491	)		(3,473	)		305
2016			169
Net	$	14,590		$	2,214		$	(53	)
Thereafter			80
		$	2,025

~~Impairment~~The future base rental payments above are exclusive of ~~Long-Lived~~contingent ~~Assets~~rental payments.

~~Prior~~For to the ~~Effective~~period ~~Date,~~from ~~management~~April ~~monitored~~1, ~~events~~2011 ~~and~~through December ~~changes~~31, in2011, ~~circumstances~~one ~~indicating that the carrying amounts~~ of ~~real~~our ~~estate~~tenants ~~assets~~accounted ~~may~~for ~~not~~10% beor ~~recoverable.~~more ~~Examples~~ of ~~the~~its ~~types~~aggregate ofrental ~~events~~revenues ~~and~~from ~~circumstances~~its ~~that~~properties. ~~would have caused management to assess assets for potential impairment include~~Raytheon Company, ~~but~~a ~~were not limited to,~~ major ~~vacancies~~United ~~resulting~~States inGovernment ~~loss~~defense ~~of revenues~~contractor, ~~natural~~leases ~~disasters,~~all ~~bona~~of ~~fide~~Tucson ~~purchase~~Way ~~offers~~ and ~~changes~~accounted infor ~~the~~rental ~~economic~~revenue ~~climate~~of approximately $0.7 ~~When~~million ~~such events~~ or ~~changes~~approximately in64% ~~circumstances~~of ~~occurred,~~our ~~management~~’s ~~assessed~~aggregate ~~potential~~rental ~~impairment~~revenues byfor ~~comparing estimated future undiscounted operating cash flows expected to be generated over~~ the ~~estimated~~ period ~~that~~from itApril ~~expected to hold the asset~~1, ~~including~~2011 ~~its eventual disposition,~~ to ~~the~~December ~~carrying amount of the asset. In the event that the carrying amount exceeded the estimated future undiscounted operating cash flows~~31, ~~management recognized an impairment loss to adjust the carrying value of the asset to estimated fair value~~ 2011. The ~~estimated~~lease ~~fair~~with ~~value~~Raytheon ~~was~~Company ~~based~~expires on ~~discounted~~March ~~cash~~31, ~~flow~~2012. ~~streams~~We ~~using~~have ~~various~~entered ~~factors~~into ~~including~~a ~~estimated~~54 ~~future~~month ~~selling~~lease ~~prices,~~agreement ~~costs~~with ~~spent~~Lockheed Martin to ~~date,~~lease ~~remaining~~all ~~budgeted costs and selling costs. As a result~~ of ~~the~~Tucson ~~general~~Way ~~economic~~effective ~~downturn~~March ~~that began in 2008~~31, ~~management has expanded its impairment analysis, and has been performing an analysis of the value of each of its real estate assets at each reporting date~~2012.

In evaluating real estate for impairment, management used appraisals and made several estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership and the projected sales price of each of the properties8. ARelated ~~change~~Party ~~in these estimates and assumptions could result in understating or overstating the book value of our investments, which could be material to our financial statements.~~Arrangements

InThe ~~early~~Managing ~~2010,~~Trustee and ~~the~~certain ~~Partnership~~of ~~was~~its ~~contemplating~~affiliates ~~purchase~~are ~~offers~~entitled ~~from~~to ~~unaffiliated~~receive ~~third~~fees ~~parties~~and ~~for~~compensation ain ~~one-story~~connection ~~office~~with ~~building~~the ~~containing~~management ~~approximately~~and ~~29,660~~sale ~~square feet located on approximately 2.5 acres~~ of ~~land in Hopkins~~our assets, ~~Minnesota,~~which afees ~~suburb~~are ~~of Minneapolis, Minnesota (~~the ~~“Hopkins~~same ~~Building”)~~as ~~which~~those ~~were~~previously ~~less~~paid ~~than~~by the ~~carrying~~Partnership ~~value~~to ofBehringer ~~the~~Advisors ~~asset.~~I Asas aGeneral ~~result~~Partner, ~~the~~and ~~Partnership~~in its ~~recognized~~former ancapacity ~~asset~~as ~~impairment~~General ~~loss~~Partner of ~~approximately $0.4 million during~~ the ~~three months ended March 31~~Partnership, ~~2010~~Behringer toAdvisors ~~adjust~~I ~~the~~and ~~carrying~~certain ~~value~~ of ~~the~~its ~~asset~~affiliates tohave ~~estimated~~also ~~fair~~received fees ~~value.~~in ~~The asset was subsequently sold during~~ the ~~second~~past ~~quarter of 2010, and as a result, the impairment loss is included~~ in ~~discontinued~~connection ~~operations~~with in the ~~consolidated~~Partnership’s ~~statement~~Offering ofand ~~operations for the year ended December 31, 2010~~acquisitions.

InFor ~~September~~the ~~2010~~management and leasing of our properties, we will pay Behringer Harvard Mid-Term Management Services, LLC, Behringer Harvard Real Estate Services, LLC or HPT Management Services, LLC, our affiliated property managers or their affiliates (individually or collectively referred to as "Property Manager"), property management and leasing fees equal to the lesser of: (A) the amounts charged by unaffiliated persons rendering comparable services in the same geographic area or (B)(1) for commercial properties that are not leased on a long-term net lease ~~renewal~~basis, ~~was~~4% ~~signed~~of ~~with~~gross revenues, plus separate leasing fees of up to 1.5% of gross revenues based upon the ~~single~~customary ~~tenant~~leasing atfees applicable to the ~~Affiliated~~geographic ~~Computer~~location ~~Systems~~of the properties, and (~~“ACS”~~2) in ~~building~~the ~~with~~case ~~certain~~of ~~incentives~~commercial properties ~~which~~that ~~were~~are ~~not~~leased ~~expected~~on toa belong-term ~~recovered~~net lease basis (10 or more years), 1% of gross revenues plus a one-time initial leasing fee of 3% of gross revenues payable over the ~~projected~~first ~~holding~~five ~~period~~years of the lease term. AsWe awill ~~result~~reimburse the costs and expenses incurred by our Property Manager on our behalf, anincluding ~~asset~~the ~~impairment~~wages ~~loss~~and salaries and other employee-related expenses of ~~approximately~~all ~~$1.4~~on-site ~~million~~employees of ~~was~~our ~~recognized~~Property ~~during~~Manager who are engaged in the ~~year~~operation, ~~ended~~management, ~~December~~maintenance 31and leasing or access control of our properties, including ~~2010~~taxes, insurance and benefits relating to ~~adjust~~such ~~the~~employees, ~~carrying~~and ~~value~~legal, travel and other out-of-pocket ~~the~~expenses ~~asset~~that are directly related to ~~estimated~~the ~~fair~~management ~~value.~~of ~~There~~specific ~~was~~properties. noFor ~~asset~~the ~~impairment~~period ~~loss~~from ~~for~~April ~~the~~1, ~~years~~2011 ~~ended~~to December 31, ~~2009~~2011, ~~and~~the ~~2008~~Liquidating Trust incurred property management fees payable to the Property Manager or its affiliates of approximately $89,000.

In the event that market conditions decline in the future or the current difficult market conditions extend beyond our expectations, additional adjustments may be necessary in the future. Any such charges could have an adverse effect on our consolidated financial position and operations.F-7

~~Cash~~Behringer ~~and~~Harvard ~~Cash~~Mid-Term ~~Equivalents~~Value Enhancement Liquidating Trust

WeNotes ~~consider investments in highly-liquid money market funds or investments with original maturities of three months or less are considered~~ to beConsolidated ~~cash~~Financial ~~equivalents.~~Statements

~~F - 8~~(Unaudited)

We may pay Behringer ~~Harvard~~Advisors ~~Mid-Term~~I, ~~Value~~or ~~Enhancement~~its affiliates, an annual asset management fee of 0.5% of the contract purchase price of our assets. Any portion of the asset management fee may be deferred and paid in a subsequent year. For the period from April 1, 2011 to December 31, 2011, the Liquidating Trust incurred asset management fees of approximately $70,000.

~~Notes~~We may reimburse Behringer Advisors I for costs and expenses paid or incurred to ~~Consolidated~~provide ~~Financial~~services ~~Statements~~to us including direct expenses and the costs of salaries and benefits of certain persons employed by those entities and performing services for us. For the period from April 1, 2011 to December 31, 2011 the Liquidating Trust incurred such costs for administrative services totaling approximately $40,000.

~~(Unaudited)~~At December 31, 2011, the Liquidating Trust had payables to related parties of approximately $55,000, which consisted of approximately $48,000 for direct expenses and services and approximately $7,000 for management fees payable to Behringer Advisors I and our Property Manager.

~~Accounts~~As ~~Receivable~~the Partnership did previously, in connection with the sale of our properties, we will pay our Managing Trustee, Behringer Advisors I, or its affiliates a subordinated disposition fee in an amount not exceeding the lesser of: (A) 50% of the reasonable, customary and competitive real estate brokerage commissions customarily paid for the sale of a comparable property in light of the size, type and location of the property, or (B) 3% of the gross sales price of each property, subordinated to distributions to beneficiaries from the sale proceeds of an amount which, together with distributions to Partnership’s limited partners prior to the Effective Date, will equal (1) 100% of their capital contributions plus (2) an 8% annual cumulative (noncompounded) return of their net capital contributions. Subordinated disposition fees that are not payable at the date of sale, because beneficiaries have not yet received their required minimum distributions, will be deferred and paid at such time as these subordination conditions have been satisfied. In addition, after the beneficiaries have received a return of their net capital contributions and an 8% annual cumulative (noncompounded) return on their net capital contributions, then Behringer Advisors I is entitled to receive 15% of the remaining residual proceeds available for distribution (a subordinated participation in net sale proceeds and distributions); provided, however, that in no event will Behringer Advisors I receive in the aggregate more than 15% of sale proceeds remaining after the beneficiaries have received a return of their net capital contributions. Since such conditions have not been met for the Liquidating Trust, the Liquidating Trust incurred no such disposition fees for the period from April 1, 2011 to December 31, 2011.

~~Accounts~~We ~~receivable~~are ~~primarily~~dependent ~~consists~~on ofBehringer Advisors ~~receivables~~I ~~from~~and ~~tenants~~our ~~related~~Property toManager ~~the~~for ~~Partnership’s~~certain ~~properties.~~services ~~The~~that ~~Partnership~~are ~~had~~essential ~~allowance~~to ~~for~~us, ~~doubtful~~including ~~accounts~~asset ofdisposition ~~approximately $5~~decisions,~~000~~ property management and ~~$2,700,~~leasing atservices ~~December~~and ~~31,~~other ~~2010~~general and ~~2009~~administrative responsibilities. In the event that these companies were unable to provide the respective services to us, ~~respectively~~we would be required to obtain such services from other sources.

~~Prepaid~~9. ~~Expenses~~Subsequent ~~and Other Assets~~Event

~~Prepaid~~We ~~expenses~~have ~~and~~entered ~~other~~into ~~assets~~a ~~include~~54 ~~prepaid~~month ~~directors’~~lease ~~and~~agreement with ~~officers’~~Lockheed ~~insurance~~Martin asto ~~well~~lease asall ~~prepaid~~of ~~insurance~~Tucson ~~for~~Way ~~our~~effective ~~real~~March ~~estate~~31, ~~properties~~2012.

~~Revenue Recognition~~F-8

~~The~~Behringer ~~Partnership~~Harvard ~~recognized~~Mid ~~rental~~Term ~~income~~Value ~~generated~~Enhancement Liquidating from leases on real estate assets on the straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. For the years ended December 31, 2010 and 2009, the total net increase to rental revenue due to straight line rent adjustment was approximately $72,000 and $59,000, respectively. For the year ended December 31, 2008, the total net decrease to rental revenue due to straight line rent adjustment was approximately $9,400. Rental revenue also includes amortization of above and below market leases of approximately $64,000 and $40,000, respectively. Any payments made to tenants that are considered lease incentives or inducements were amortized to revenue over the life of the respective leases. The revenues were recognized when earned. Revenues relating to lease termination fees were recognized at the time that a tenant’s right to occupy the space terminated and when we satisfied all obligations under the agreement.Trust

~~Cash~~Real ~~Flow~~Estate ~~Distributions~~and Accumulated Depreciation

~~With~~December ~~respect to periods prior to the Effective Date~~31, ~~net cash distributions, as defined in the Partnership Agreement, are to be distributed to the partners as follows:~~2011

a)Schedule To the limited partners, on a per unit basis, until each of such limited partners has received distributions of net cash from operations with respect to such fiscal year, or applicable portion thereof, equal to eight percent (8%) per annum of their net capital contribution;III

~~b) Then to the limited partners, on a per unit basis, until each limited partner has received or has been deemed to have received one hundred percent~~ (~~100%)~~in ~~of their net capital contribution; and~~thousands)

c) Thereafter, eighty-five percent (85%) to the limited partners, on a per unit basis, and fifteen percent (15%) to the General Partners.

		Initial cost										Gross amount
						Adjustments		Net Liquidation		Accumulated		carried at		Year of		Date	Depreciable
Property Name	Market	Land		Buildings		to basis		Adjustment		depreciation (2)		close of period		construction		acquired	life (2)
Tucson Way	Denver, CO	$	800	$	5,654	$	67	$	-	$	1,467	$	5,054		1985	10/19/04		(1	)
Parkway Vista	Dallas, TX		952		3,725		417		-		977	$	4,117		2002	6/8/05		(1	)
Net Liquidation Adjustment (3)			-		-		-		709		-		709
Totals		$	1,752	$	9,379	$	484	$	709	$	2,444	$	9,880

~~Other~~(1) ~~limitations~~Prior ofto ~~allocated~~inclusion orin ~~received~~the ~~distributions~~liquidating ~~are~~trust, ~~defined~~each ~~within~~of ~~the~~our ~~Partnership~~buildings ~~Agreement~~had a depreciable life of 25 years.

~~Income~~ (~~Loss~~2) ~~Allocations~~Depreciation expense has not been recorded subsequent to March 31, 2012 as a result of the plan of liquidation, because all assets are considered held for sale.

~~With~~(3) ~~respect~~Under tothe ~~periods~~liquidation ~~prior~~basis toof ~~the~~accounting, ~~Effective~~our ~~Date,~~real ~~net~~estate ~~income~~investments ~~for~~are ~~each~~carried ~~applicable~~at ~~accounting~~their ~~period~~estimated fair values. The net liquidation adjustment is ~~allocated~~the cumulative net liquidation adjustment that we made to the ~~partners~~remaining asreal ~~follows:~~estate investments since we adopted the liquidation basis of accounting on April 1, 2011.

a)The Tochanges ~~the~~in ~~partners~~total toreal ~~the~~estate ~~extent~~for ofthe ~~and~~period infrom April ~~proportion~~1, 2011 to ~~allocations~~December of31, ~~net~~2011 ~~loss~~is as ~~noted~~follows ~~below;~~(in ~~and~~thousands):

b) Then, so as to cause the capital accounts of all partners to permit liquidating distributions to be made in the same manner and priority as set forth in the Partnership Agreement with respect to net cash distributions.

	Period from April 1, 2011
	to December 31, 2011
Real estate investments contributed to the Liquidating Trust on April 1, 2011 (liquidation basis)	$	16,101
Capital expenditures		1,027
Liquidation adjustment (1)		(587	)
Disposals		(6,661	)
Balance as of December 31, 2011 (liquidation basis)	$	9,880

~~With~~(1) ~~respect~~Represents tothe ~~periods~~net ~~prior~~liquidation adjustment we made to the ~~Effective~~carrying ~~Date,~~value ~~net~~of ~~loss~~our ~~for~~remaining ~~each~~real ~~applicable~~estate ~~accounting~~investments during the period isfrom ~~allocated~~April to1, ~~the~~2011 ~~partners~~to asDecember ~~follows:~~31, 2011.

a) To the partners having positive balances in their capital accounts (in proportion to the aggregate positive balances in all capital accounts) in an amount not to exceed such positive balance as of the last day of the fiscal year; andF-9

b)Index ~~Then, eighty-five percent (85%)~~ to ~~the limited partners and fifteen percent (15%) to the General Partners.~~Exhibits

The Partnership would distribute to our General Partners a share of net cash from operations, a 15% distribution after the limited partners had received distributions equal to their net capital contributions, plus an 8% annual cumulative (noncompounded) return on their net capital contributions; provided, however, that in no event would the General Partners receive more than 10% of cash available for distribution.

Exhibit Number		Description

2.1		Behringer Harvard Mid-Term Value Enhancement Fund I LP Plan of Liquidation dated February 16, 2011 (previously filed in and incorporated by reference to Form 8-K filed on February 16, 2011)
3.1		Certificate of Trust of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust dated February 16, 2011 (previously filed in and incorporated by reference to Form 10-K filed on April 15, 2011)
10.1		Liquidating Trust Agreement amount Behringer Harvard Mid-Term Value Enhancement Fund 1 LP, as grantor, Behringer Harvard Advisors I LP, as managing trustee and CSC Trust Company of Delaware, a resident trustee, dated February 16, 2011 (previously filed in and incorporated by reference to Form 8-K filed on February 16, 2011)
10.2		Amendment No. 1 Liquidating Trust Agreement among Behringer Harvard Mid-Term Value Enhancement Fund I LP, as grantor, Behringer Harvard Advisors I LP, as managing trustee, and CSC Trust Company of Delaware, as resident trustee, dated March 28, 2011 (previously filed and incorporated by reference to Form 8-K filed on March 28, 2011)
10.3		Purchase Agreement between Behringer Harvard 1401 Plano Rd., LP, as seller, and 31009 San Antonio Realty, LP, as purchaser, regarding the ASC Building (previously filed and incorporated by reference to Form 8-K filed on November 1, 2011)
10.4		Purchase Agreement between Behringer Harvard 1401 Plano Rd., LP, as seller, and 31009 San Antonio Realty, LP, as purchaser, regarding the ASC Building (previously filed and incorporated by reference to Form 8-K filed on November 1, 2011)
21.1*		List of Subsidiaries
31.1*		Rule 13a-14(a) or Rule 15d-14(a) Certification
31.2*		Rule 13a-14(a) or Rule 15d-14(a) Certification
32.1*		Section 1350 Certifications

F* -filed 9herewith

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

Income Taxes

As a limited partnership, the Partnership is generally not subject to income tax. However, legal entities that conduct business in Texas are subject to the Texas margin tax, including previously non-taxable entities such as limited partnerships and limited liability partnerships. The tax is assessed on Texas sourced taxable margin, which is defined as the lesser of (1) 70% of total revenue or (2) total revenue less (a) the cost of goods sold or (b) compensation and benefits. Although the law states that the margin tax is not an income tax, it has the characteristics of an income tax since it is determined by applying a tax rate to a base that considers both revenues and expenses. For the years ended December 31, 2010 and 2009, the Partnership recognized a provision for current tax expense of approximately $7,000 and $8,000, respectively, and for the year ended December 31, 2009, a deferred tax expense of approximately $800, related to the Texas margin tax. During the year ended December 31, 2008, the Partnership recognized a provision for current tax expense of approximately $13,000 and a deferred tax benefit of approximately $400 related to the Texas margin tax. The Partnership did not have any entity level uncertain tax positions.

Certain of transactions may be subject to accounting methods for income tax purposes that differ from the accounting methods used in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Accordingly, net income or loss and the resulting balances in the partners’ capital accounts reported for income tax purposes may differ from the balances reported for those same items in the accompanying financial statements.

Concentration of Credit Risk

The Partnership had cash and cash equivalents in excess of federally insured levels on deposit in financial institutions and has diversified its cash and cash equivalents between several banking institutions in an attempt to minimize exposure to any one of these entities. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents.

Reportable Segments

The Partnership has determined that it has one reportable segment, with activities related to the ownership, development and management of real estate. Income producing properties generated 100% of the Partnership’s consolidated revenues for the years ended December 31, 2010, 2009 and 2008. The chief operating decision maker evaluates operating performance on an individual property level. Therefore, the properties are aggregated into one reportable segment.

Net Income Per Limited Partnership Unit

Net income per limited partnership unit is calculated by dividing the net income allocated to limited partners for each period by the weighted average number of limited partnership units outstanding during such period. Net income per limited partnership unit on a basic and diluted basis is the same because the Partnership has no potential dilutive limited partnership units outstanding.

3. New Accounting Pronouncements

In January 2010, the FASB updated the disclosure requirements for fair value measurements. The updated guidance requires companies to disclose separately the investments that transfer in and out of Levels 1 and 2 and the reasons for those transfers. Additionally, in the reconciliation for fair value measurements using significant observable inputs (Level 3), companies should present separately information about purchases, sales, issuances and settlements. The Partnership adopted the guidance on January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which are effective for fiscal years beginning after December 15, 2010. The adoption of the required guidance did not have a material impact on the financial statements or disclosures. The Partnership adopted the remaining guidance on January 1, 2011 and we do not expect that the adoption of the remaining guidance will have an impact on our financial statements or disclosures.

4. Leasing Activity

Future minimum base rental payments due to us or the Partnership over the next five years and thereafter under non-cancelable leases in effect as of December 31, 2010 were as follows:

2011	$	1,555
2012		1,259
2013		793
2014		734
2015		662
Thereafter		2,891
	$	7,894

F - 10

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

The future base rental payments above are exclusive of contingent rental payments. Rental revenue in 2010, 2009 and 2008 did not include any contingent revenue.

As of December 31, 2010, three tenants accounted for 10% or more of the Partnership’s aggregate annual rental revenues. Raytheon Company, a major United States Government defense contractor, leases all of Tucson Way and accounted for rental revenue of approximately $1.7 million or approximately 49% of the aggregate annual rental revenues for the year ended December 31, 2010. The lease with Raytheon Company expires on April 30, 2012. Government Records Services, Inc., part of Affiliated Computer Systems (“ACS”), a provider of business process and information technology outsourcing solutions to commercial and government clients, leased 100% of 2800 W. Mockingbird and accounted for rental revenue of approximately $700,000, or approximately 20% of the Partnership’s aggregate annual rental revenues. The lease with ACS expired on September 30, 2010 which represents 35% of the rentable square feet in the portfolio. Air Systems Components, LP, which consists of a group of companies that are the largest manufacturer of air handling components in North America, leases 100% of the ASC Building and accounted for rental revenue of approximately $500,000, or approximately 14% of the Partnership’s aggregate annual rental revenues. During 2010, a long-term lease renewal was signed with the single tenant at the ASC building for the entire 28,880 square foot facility.

5. Accrued Liabilities

Accrued liabilities consisted of the following as of December 31, 2010 and 2009:

	2010		2009
Property taxes	$	558	$	480
Tenant escrows		216		206
Accounting and audit fees		62		62
Tax preparation fees		55		57
Accrued operating expenses		50		32
Miscellaneous		37		63
	$	978	$	900

6. General and Administrative Expenses

General and administrative expenses for the years ended December 31, 2010, 2009 and 2008 consisted of the following:

	2010		2009		2008
Accounting and auditing expense	$	184	$	113	$	205
Advisor administrative services		126		178		120
Tax preparation fees		58		102		27
Directors' and officers' insurance		51		48		26
Legal expense		44		53		35
Transfer agent fees		36		46		55
Printing fees		20		35		57
Sarbanes-Oxley fees		12		22		16
Other		15		7		33
	$	546	$	604	$	574

7. Partners’ Capital

The Partnership initiated the declaration of monthly distributions in March 2004 in the amount of a 6% annualized rate of return, based on an investment in its limited partnership units of $10.00 per unit. On April 15, 2010, the Partnership sold the Hopkins Building and with the successful sale of this asset, management decided to distribute proceeds of approximately $2.7 million in May 2010 to the Partnership’s unit holders through a special distribution of $0.63 per unit. With the previous sale of the Northpoint Property in December 2006 and now with the sale of the Hopkins Building, there were fewer properties to support fixed expenses and regular monthly distributions. As a result, the General Partners determined to reduce the normal distribution rate to 3% effective June 1, 2010 to reflect the reduction of income resulting from the disposition of this asset, and resulting higher general and administrative costs including the continuing costs of being a public reporting entity relative to revenues. All distributions are recorded when declared. As of December 31, 2010, and through the Effective Date, the distribution rate remained unchanged. Payments of monthly distributions were discontinued on February 16, 2011, the Effective Date.

F - 11

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

The following table shows the distributions declared in the years ended December 31, 2010 and 2009:

	2010		2009
Fourth Quarter	$	323	$	647
Third Quarter		323		646
Second Quarter		3,227		640
First Quarter		633		632
	$	4,506	$	2,565

The special distributions we pay to our our beneficial interest unit holders are not necessarily indicative of our current or future operating results. As is common in real estate related direct investments, when a fund enters its final disposition phase and sells assets, thereby reducing the asset base available to generate distributable cash, it is normal for monthly distributions to cease, and for further distributions to come in the form of special distributions as assets are sold. As a result, the terms of the Liquidating Trust Agreement do not contemplate that we will make monthly distributions; rather, it is expected that from time to time we will make special cash distributions to our beneficiaries, including in connection with the disposition of our remaining assets, to the extent that such cash will not be needed to provide for our liabilities (including contingent liabilities). Because we cannot be certain about the precise net realizable value of our assets and the ultimate amount of our liabilities, we are not able to predict accurately the aggregate cash amounts which will ultimately be distributed to our beneficiaries or the timing of any such distributions. The amount and timing of remaining distributions will be determined by our Managing Trustee based on funds available, net proceeds realized from the remaining assets, the timing of asset sales, whether our total assets exceed total liabilities at such time, whether we have provided for the level of reserves deemed necessary or appropriate and other considerations.

8. Related Party Arrangements

For the management and leasing of our properties, we will pay Behringer Harvard Mid-Term Management Services, LLC, Behringer Harvard Real Estate Services, LLC or HPT Management Services, LLC, our affiliated property managers or their affiliates (individually or collectively referred to as "Property Manager"), property management and leasing fees equal to the lesser of: (A) the amounts charged by unaffiliated persons rendering comparable services in the same geographic area or (B)(1) for commercial properties that are not leased on a long-term net lease basis, 4% of gross revenues, plus separate leasing fees of up to 1.5% of gross revenues based upon the customary leasing fees applicable to the geographic location of the properties, and (2) in the case of commercial properties that are leased on a long-term net lease basis (10 or more years), 1% of gross revenues plus a one-time initial leasing fee of 3% of gross revenues payable over the first five years of the lease term. We will reimburse the costs and expenses incurred by our Property Manager on our behalf, including the wages and salaries and other employee-related expenses of all on-site employees of our Property Manager who are engaged in the operation, management, maintenance and leasing or access control of our properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties. During the years ended December 31, 2010, 2009 and 2008, the Partnership incurred property management fees payable to the Property Manager or its affiliates of approximately $139,000, $141,000, and $145,000, respectively of which approximately $1,500, $5,500 and $8,800, respectively was included in discontinued operations.

We may pay Behringer Advisors I, or its affiliates, an annual asset management fee of 0.5% of the contract purchase price of our assets. Any portion of the asset management fee may be deferred and paid in a subsequent year. During the year ended December 31, 2010, the Partnership incurred asset management fees of approximately $127,000 of which approximately $4,000 was included in discontinued operations. During each of the years ended December 31, 2009 and 2008, the Partnership incurred asset management fees of approximately $138,000 of which $15,000 was included in discontinued operations.

F - 12

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

We may reimburse Behringer Advisors I for costs and expenses paid or incurred to provide services to us including direct expenses and the costs of salaries and benefits of certain persons employed by those entities and performing services for us. For the year ended December 31, 2010 and 2009 and 2008 the Partnership incurred such costs for administrative services totaling approximately $126,000, $178,000 and $120,000, respectively.

At December 31, 2010, the Partnership had payables to related parties of approximately $75,000, which consisted of approximately $63,000 for direct expenses and services and approximately $12,000 for management fees payable to Behringer Advisors I and our Property Manager. At December 31, 2009, the Partnership had payables to related parties of approximately $72,000, which consisted of approximately $52,000 for direct expenses and services and approximately $20,000 for management fees payable to Behringer Advisors I and our Property Manager.

As the Partnership did previously, in connection with the sale of our properties, we will pay our Managing Trustee, Behringer Advisors I, or its affiliates a subordinated disposition fee in an amount not exceeding the lesser of: (A) 50% of the reasonable, customary and competitive real estate brokerage commissions customarily paid for the sale of a comparable property in light of the size, type and location of the property, or (B) 3% of the gross sales price of each property, subordinated to distributions to beneficiaries from the sale proceeds of an amount which, together with distributions to Partnership’s limited partners prior to the Effective Date, will equal (1) 100% of their capital contributions plus (2) an 8% annual cumulative (noncompounded) return of their net capital contributions. Subordinated disposition fees that are not payable at the date of sale, because beneficiaries have not yet received their required minimum distributions, will be deferred and paid at such time as these subordination conditions have been satisfied. In addition, after the beneficiaries have received a return of their net capital contributions and an 8% annual cumulative (noncompounded) return on their net capital contributions, then Behringer Advisors I is entitled to receive 15% of the remaining residual proceeds available for distribution (a subordinated participation in net sale proceeds and distributions); provided, however, that in no event will Behringer Advisors I receive in the aggregate more than 15% of sale proceeds remaining after the beneficiaries have received a return of their net capital contributions. Since the Partnership was subject to the same conditions and such conditions had not been met, the Partnership incurred no such disposition fees for the years ended December 31, 2010, 2009 or 2008.

We are dependent on Behringer Advisors I and our Property Manager for certain services that are essential to us, including asset disposition decisions, property management and leasing services and other general and administrative responsibilities. In the event that these companies were unable to provide the respective services to us, we would be required to obtain such services from other sources.

9. Discontinued Operations

On April 15, 2010, the Partnership sold the Hopkins Building. The contract sale price for the Hopkins Building was $2.9 million, exclusive of closing costs. Operating results for the Hopkins Building are classified as discontinued operations in the accompanying consolidated statements of operations. The following table summarizes the results of discontinued operations for the years ended December 31, 2010, 2009 and 2008:

	2010			2009		2008
Rental revenue	$	115		$	388	$	370
Expenses
Property operating expenses		2			6		8
Real estate taxes		31			102		102
Property and asset management fees		6			20		23
Asset impairment loss		409			-		-
Depreciation and amortization		39			129		108
Total expenses		487			257		241
Income (loss) from discontinued operations	$	(372	)	$	131	$	129

10. Fair Value Disclosure of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy was established by the Financial Accounting Standards Board that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

F - 13

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Nonrecurring Fair Value Measurements

Impairment of Long-Lived Asset

Prior to the Effective Date, management monitored events and changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable. In September 2010, the Partnership signed a long-term lease renewal with the single tenant at the ASC building with certain incentives which were not expected to be recovered over the projected holding period. As a result, the Partnership recognized an asset impairment loss of approximately $1.4 million during year ended December 31, 2010 to adjust the carrying value of the asset to estimated fair value. Inputs used to calculate the fair value of this asset included projected cash flows and an estimated risk-adjusted rate of return that would be used by a market participant in valuing this asset. There was no asset impairment loss for the years ended December 31, 2009 and 2008.

In early 2010, the Partnership was contemplating purchase offers from unaffiliated third parties for the Hopkins Building which were less than the carrying value of the asset. As a result, the Partnership recognized an asset impairment loss of approximately $0.4 million to adjust the carrying value of the asset to estimated fair value which is included in discontinued operations in the consolidated statement of operations during the year ended December 31, 2010. The asset was subsequently sold during the second quarter of 2010.

The following fair value hierarchy table presents information about the Partnership’s assets measured at fair value on a nonrecurring basis during the year ended December 31, 2010:

							Total		Gain
2010	Level 1		Level 2		Level 3		Fair Value		(Loss) (1)
Real estate	$	-	$	-	$	1,709	$	1,709	$	(1,404	)

(1) Excludes approximately $0.4 million of impairment loss included in income (loss) from discontinued operations related to the Hopkins Building sold in April 2010.

11. Income Tax Basis Net Income

The Partnership’s income tax basis net income for the years ended December 31, 2010, 2009, and 2008, is recalculated as follows:

	2010			2009			2008
Net income (loss) for financial statement purposes	$	(1,966	)	$	165		$	141
Start-up and organizational costs		-			(6	)		(35	)
Bad debt expense		2			3			(8	)
Straight line rent		(110	)		(170	)		9
Prepaid rent		7			(4	)		(67	)
Depreciation		(128	)		(41	)		(49	)
Amortization		597			639			708
Gain		160			-			-
Asset impairment loss		1,404			-			-
Other		-			1			-
Net income (loss) for income tax purposes	$	(34	)	$	587		$	699

F - 14

Behringer Harvard Mid-Term Value Enhancement Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

12. Quarterly Financial Data

The following table presents selected unaudited quarterly financial data for each quarter during the years ended December 31, 2010 and 2009 (in thousands, expect per unit amounts):

	2010 Quarters Ended
	March 31			June 30		September 30			December 31
Rental revenues	$	928		$	1,026	$	895		$	600
Income (loss) from continuing operations		(441	)		130		(1,566	)		283
Income (loss) from discontinued operations		-			4		-			(376	)
Weighted average number of limited partnership units outstanding		4,275			4,275		4,275			4,275
Basic and diluted net income (loss) per limited partnership unit	$	(0.10	)	$	0.03	$	(0.37	)	$	(0.02	)

	2009 Quarters Ended
	March 31		June 30		September 30			December 31
Rental revenues	$	981	$	924	$	859		$	727
Income (loss) from continuing operations		14		42		(2	)		(20	)
Income from discontinued operations		-		33		33			65
Weighted average number of limited partnership units outstanding		4,275		4,275		4,275			4,275
Basic and diluted net income per limited partnership unit	$	-	$	0.02	$	0.01		$	0.01

13. Subsequent Events

On February 16, 2011, the Partnership completed its liquidation pursuant to a Plan of Liquidation adopted by its General Partners, which provided for the formation of a liquidating trust for the purpose of winding up the Partnership’s affairs and liquidating the Partnership’s assets, including, but not limited to, the sale of its remaining real estate assets, to make appropriate provision for the Partnership’s remaining obligations and to make special distributions to our investors of available liquidation proceeds.

In furtherance of the Plan, the Partnership entered into the Liquidating Trust Agreement with the Managing Trustee, and the resident trustee. As of the Effective Date, each of the holders of limited partnership units in the Partnership received a pro rata beneficial interest in exchange for such holder’s interest in the Partnership.

In accordance with the Plan of liquidation and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining assets and liabilities to us to be administered, disposed of or provided for in accordance with the terms and conditions set forth in the Liquidating Trust Agreement. On the Effective Date, the Partnership filed a Form 15 with the SEC to terminate the registration of the limited partnership units in the Partnership under the Exchange Act and announced it would cease filing reports under that act. Our Managing Trustee will file with the SEC annual reports on Form 10-K that contain unaudited financial statements based on the liquidation basis of accounting and current reports on Form 8-K to disclose material events relating to us. We requested, and on March 31, 2011 were granted, No-Action relief from the SEC regarding our proposed modified reporting. As a result of this No-Action relief, we will not file quarterly reports on Form 10-Q. A copy of the No-Action letter is publicly available through the SEC’s website.

Our existence as a liquidating trust will terminate upon the earliest of (i) the distribution of all of our assets in accordance with the terms of the Liquidating Trust Agreement, or (ii) the expiration of a period of three years from the Effective Date. Our existence may, however, be extended beyond the three year term if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs.

On March 22, 2011, we entered into a contract for the sale of our single story office building containing approximately 73,349 rentable square feet located on approximately 3.91 acres of land at 2800 W. Mockingbird Lane in Dallas, Texas to an unaffiliated buyer. The consummation of the sale of 2800 W. Mockingbird Lane, which is currently vacant, is subject to substantial conditions and at the time of this filing, we cannot give any assurances that the closing of this sale is probable.

F - 15

Behringer Harvard Mid Term Value Enhancement Liquidating Trust

Valuation and Qualifying Accounts

Schedule II

(in thousands)

(Unaudited)

Allowance for doubtful accounts	Balance at Beginning of Year		Charged to Expenses (Recoveries)			Deductions		Balance at End of Year
Year ended December 31, 2010	$	3	$	2		$	-	$	5
Year ended December 31, 2009	$	-	$	3		$	-	$	3
Year ended December 31, 2008	$	8	$	(6	)	$	2	$	-

F - 16

Behringer Harvard Mid Term Value Enhancement Liquidating Trust

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2010

(in thousands)

(Unaudited)

		Initial cost							Gross amount
						Adjustments			carried at		Accumulated		Year of	Date	Depreciable
Property Name	Market	Land		Buildings		to basis			close of period		depreciation		construction	acquired	life
Tucson Way	Denver, CO	$	800	$	5,654	$	67		$	6,521	$	1,410	1985	10/19/04		(1)
2800 W. Mockingbird	Dallas, TX		2,557		3,100		41			5,698		722	1940	3/11/05		(1)
Parkway Vista	Dallas, TX		952		3,725		417			5,094		924	2002	6/8/05		(1)
ASC Building	Dallas, TX		587		2,918		(1,271	)		2,234		576	2000	12/21/05		(1)
Totals (2)		$	4,896	$	15,397	$	(746	)	$	19,547	$	3,632

(1) Each of our buildings has a depreciable life of 25 years.

(2) The aggregate cost for federal income tax purposes is equal to the gross amount carried at the close of the period.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2010, 2009 and 2008 is as follows (in thousands):

	Year ended			Year ended		Year ended
	December 31, 2010			December 31, 2009		December 31, 2008
Real Estate:
Balance at beginning of year	$	23,763		$	23,582	$	23,585
Additions		190			181		-
Cost of real estate sold		(2,695	)		-		(3	)
Disposals and write-offs		(1,711	)		-		-
Balance at end of the year	$	19,547		$	23,763	$	23,582
Accumulated depreciation:
Balance at beginning of year	$	3,491		$	2,754	$	2,029
Depreciation expense		688			737		725
Disposals		(547	)		-		-
Balance at end of the year	$	3,632		$	3,491	$	2,754

F - 17

Index to Exhibits

Exhibit Number		Description
2.1		Behringer Harvard Mid-Term Value Enhancement Fund I LP Plan of Liquidation dated February 16, 2011 (previously filed in and incorporated by reference to Form 8-K filed on February 16, 2011)
3.1		Agreement of Limited Partnership of Behringer Harvard Mid-Term Value Enhancement Fund I LP dated July 30, 2002 (previously filed in and incorporated by reference to Exhibit B to the prospectus of the Registrant filed pursuant to Rule 424(b)(3) on February 20, 2003, as supplemented)
3.2		First Amendment to Agreement of Limited Partnership of Behringer Harvard Mid-Term Value Enhancement Fund I LP dated June 2, 2003 (previously filed in and incorporated by reference to Exhibit B to Supplement No. 1 to the prospectus of the Registrant contained within Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-100126, filed on June 3, 2003)
3.3		Certificate of Limited Partnership of Behringer Harvard Mid-Term Value Enhancement Fund I LP (previously filed and incorporated by reference to Registrant’s Registration Statement on Form S-11, Commission File No. 333-100126, filed on September 27, 2002)
3.4		Second Amendment to Agreement of Limited Partnership of Behringer Harvard Mid-Term Value Enhancement Fund I LP dated March 29, 2006 (previously filed in and incorporated by reference to Form 8-K filed on March 30, 2006)
3.5*		Certificate of Trust of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust dated February 16, 2011
4.1		Form of Subscription Agreement and Subscription Agreement Signature Page (included as Exhibit C to the prospectus of the Registrant filed pursuant to Rule 424(b)(3) on February 20, 2003, as supplemented)
10.1		Purchase Agreement between Behringer Harvard Hopkins LLC, as seller, and Ford Parkway, LLC, as purchaser, regarding the Hopkins Building (previously filed and incorporated by reference to Form 8-K filed on February 9, 2010)
10.2		Liquidating Trust Agreement among Behringer Harvard Mid-Term Value Enhancement Fund I LP, as grantor, Behringer Harvard Advisors I LP, as managing trustee, and CSC Trust Company of Delaware, as resident trustee (previously filed in and incorporated by reference to Form 8-K filed on February 16, 2011)
10.3		Amendment No. 1 Liquidating Trust Agreement among Behringer Harvard Mid-Term Value Enhancement Fund I LP, as grantor, Behringer Harvard Advisors I LP, as managing trustee, and CSC Trust Company of Delaware, as resident trustee (previously filed in and incorporated by reference to Form 8-K filed on March 28, 2011)
10.4		Purchase Agreement between Behringer Harvard 2800 W. Mockingbird LP, as seller, and Roundtree Automotive Group, LLC, as purchaser, regarding the 2800 W. Mockingbird Property (previously filed and incorporated by reference to Form 8-K filed on March 28, 2011)
21.1*		List of Subsidiaries
23.1		Consent of Fulbright & Jaworski L.L.P. (previously filed and incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form S-11, Commission File No. 333-100126, filed on December 23, 2002)
23.2		Consent of Morris, Manning & Martin, LLP (previously filed and incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form S-11, Commission File No. 333-100126, filed on December 23, 2002)
31.1*		Rule 13a-14(a) or Rule 15d-14(a) Certification
31.2*		Rule 13a-14(a) or Rule 15d-14(a) Certification
32.1*		Section 1350 Certifications

* filed herewith

Filing Compare · Behringer Harvard Mid-Term Value Enhancement Liquidating Trust