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, ~~2013~~ 2014

Commission File Number: 000-51291

Behringer Harvard Short-Term Opportunity Liquidating Trust ~~(Exact Name of Registrant as Specified in Its Charter)~~

(Exact Name of Registrant as Specified in Its Charter)

Delaware

71-0897614

(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) 655-1620

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 ¨ 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 ¨ No ¨*

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~~ filing requirements for the past 90 days. Yes 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~~ 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. o¨*

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 ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check ~~mark~~ mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o¨ No x

State the aggregate market value of the ~~voting~~ voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity as of June 30, ~~2013~~2014. Not applicable.

As of March 19, ~~2014~~2015, there were 10,~~803~~799,839 units of beneficial interest in Behringer Harvard Short-Term Opportunity Liquidating Trust outstanding.

*Behringer Harvard Short-Term Opportunity Liquidating Trust is the transferee of the assets and liabilities of Behringer Harvard Short-Term Opportunity Fund I LP and files reports under the Securities and Exchange Commission file number for Behringer Harvard Short-Term Opportunity Fund I LP. Behringer Harvard Short-Term Opportunity Fund I LP filed a Form 15 on February 11, 2013 indicating its notice of termination of registration and filing requirements.

BEHRINGER HARVARD SHORT-TERM OPPORTUNITY LIQUIDATING TRUST

FORM 10-K

Year Ended December 31, ~~2013~~2014

		Page
PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	2422
Item 2.	Properties.	2422
Item 3.	Legal Proceedings.	2422
Item 4.	Mine Safety Disclosures.	2423
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2423
Item 6.	Selected Financial Data.	2523
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2524
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	2827
Item 8.	Financial Statements and Supplementary Data.	2927
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2927
Item 9A.	Controls and Procedures.	2927
Item 9B.	Other Information.	2928
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	3028
Item 11.	Executive Compensation.	3230
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3230
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3331
Item 14.	Principal Accountant Fees and Services.	3432
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	3533
Signatures		3634

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~~ 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 Short-Term Opportunity Liquidating Trust (which may be referred to herein as the “Liquidating Trust,” “we,” “us,” or “our”) as successor in interest to Behringer Harvard Short-Term Opportunity Fund I LP (which may be referred to herein as the “Partnership”) and our subsidiaries, including our ability to ~~rent space on favorable terms,~~ to address our debt maturities and to fund our liquidity requirements, the value of our assets, our anticipated capital expenditures, the amount and timing of anticipated future 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 “ Item 1A. 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~~market in which our ~~properties~~assets are located;

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

our level of debt and the terms and limitations imposed on us by our debt agreements;

the availability of credit generally, and any failure to refinance or extend our debt as it comes due or a failure to satisfy the conditions and requirements of that debt;

the need to invest additional equity in connection with debt refinancings as a result of reduced asset values and requirements to reduce overall leverage;

future increases in interest rates;

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

conflicts of interest arising out of our relationships with our managing trustee and its affiliates;

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.

Cautionary Note

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.

PART I

Explanatory Note

As more fully described below, on February 11, 2013, Behringer Harvard Short-Term Opportunity Fund I LP (referred to herein as the “Partnership”) completed its liquidation pursuant to a Plan of Liquidation adopted by its general partners. The plan provides for the formation of a liquidating trust for the purpose of completing the liquidation of the assets of the Partnership. On February 11, 2013, Behringer Harvard Short-Term Opportunity 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.

Item 1. Business.

General Description of Business

The Partnership was a limited partnership formed in Texas on July 30, 2002. Its general partners were Behringer Harvard Advisors II LP (“Behringer ~~Advisors~~ Advisors II”) and Robert M. Behringer (each a “General Partner” and collectively, the “General Partners”). It was funded through capital contributions from its General Partners and an initial limited partner on September 20, 2002 (the date of inception). It offered its limited partnership units pursuant to a 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 the Partnership admitted new investors until the termination of the Offering.

The Partnership used ~~the~~ the proceeds from the Offering, after deducting offering expenses, to acquire interests in twelve properties, including seven ~~office~~ office building properties, one shopping/service center, one hotel redevelopment with an adjoining condominium development, two ~~development~~ development properties and undeveloped land. The Partnership engaged an unaffiliated third party to manage the day-to-day operations of the hotel. AsThe ofPartnership ~~December~~disposed ~~31, 2013, two~~ of ~~the~~its ~~twelve~~hotel ~~properties~~and ~~acquired~~retail ~~remain~~asset ~~in the Partnership’s portfolio. The Partnership did not dispose of any property~~ during the twelve months ended December 31, ~~2013~~2014. As of December 31, ~~2013~~2014, ~~only the hotel (and its retail component),~~ approximately five acres of land and the back-end promoted interest in distributable cash to one sold ~~property~~asset currently remain in the portfolio, which has been transferred to the Liquidating Trust as described below. We will not purchase any additional properties for our portfolio.

Effective as of January 31, 2013, Mr. Behringer ceased to be a general partner of the Partnership due to a permanent disability resulting in an Event of of Withdrawal under the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Effective that same date, Mr. Behringer also resigned as Chairman of Behringer Advisors II.

On February 11, 2013, ~~the~~ the sole remaining General Partner, Behringer Advisors II, in its sole discretion organized us as a Delaware statutory trust for ~~the~~ 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.

Our office is located at at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, and our toll-free telephone number is (866) 655-3600. 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 11, 2013 (the “Effective Date”), the Partnership completed its liquidation pursuant to a Plan of Liquidation (the “Plan”) adopted by Behringer Advisors II, as its General Partner pursuant to its authority under 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 the Partnership’s General Partners, Behringer Advisors II, 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 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 28, 2013 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. 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 January 1, 2013. We chose to adjust items to their fair values as of January 1, 2013 as a matter of convergence, efficiency and materiality.

The Liquidating Trust ~~will~~ will terminate upon the earliest of (i) the distribution of all of our assets in accordance with the terms of the Liquidating ~~Trust~~ 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

~~2013~~Our ~~marked~~primary ~~the fourth consecutive~~objectives ~~year~~will ofbe ~~growth~~to ~~for~~continue ~~the~~to ~~U.S.~~preserve ~~economy~~value, protect and ~~the~~sell ~~lodging~~our ~~industry.~~remaining ~~Overall~~assets, ~~the~~provide ~~lodging~~for ~~industry~~our ~~benefited~~liabilities ~~from~~and adistribute ~~navigable economic~~the ~~landscape~~remaining proceeds. ~~Industry~~Our ~~demand~~ability ~~increased~~to bydispose ~~2.2%,~~of ~~and~~our ~~was~~assets ~~slightly~~will ~~offset~~be bysubject ato ~~0.7%~~various ~~increase~~factors, inincluding ~~supply.~~the ~~Smith~~ability ~~Travel Research~~of ~~indicates~~potential ~~that~~purchasers to ~~during~~access ~~2013~~capital ~~the~~debt Ufinancing.S. ~~hotel~~If ~~industry's~~we ~~occupancy~~are ~~increased~~unable ~~1.5%~~ to ~~62.3%~~sell ~~while~~an ~~the~~asset ~~national~~when ~~overall ADR~~we ~~increased~~determine ~~3.9%~~ to ~~$110.35~~do ~~and~~so, ~~RevPar~~it ~~grew~~could ~~5.9%~~have toa ~~$68.69.~~significant ~~Smith~~adverse effect ~~Travel~~on ~~Research indicates that during 2013~~ the ~~occupancy increased~~timing ~~1.1%~~of ~~to 66.1% for~~ our ~~competitive~~final ~~set~~liquidating indistributions ~~the Dallas hotel market while the ADR increased 9.1%~~ to ~~$174.33~~our ~~and RevPar grew 10~~beneficiaries.~~3% to $115.20.~~

~~Hotel~~Disposition ~~operations~~Policies ~~depend on the state of the overall economy which can significantly impact hotel operational performance~~ and thus, impact our financial position. As such, the hotel industry is expected to continue to see modest growth in 2014. Should we experience a significant decline in operational performance, it may affect our ability to make distributions to our beneficiaries.Objectives

~~Our~~The ~~primary~~Liquidating ~~objectives~~Trust Agreement ~~will~~provides befor toa ~~continue~~three-year period to ~~preserve~~liquidate ~~value,~~our ~~protecting~~remaining ~~and~~assets. ~~selling~~Our ~~our~~Managing ~~remaining~~Trustee is working diligently to liquidate these assets, ~~providing~~in a manner that makes sense for our ~~liabilities~~beneficiaries, and ~~distributing~~ expects that the ~~remaining~~disposition ~~proceeds.~~of ~~Our~~these ~~ability~~assets towill ~~dispose~~be completed before the end of ~~our~~this ~~properties~~three-year ~~will~~period. beOur ~~subject~~Managing toTrustee ~~various~~may ~~factors,~~exercise ~~including~~its discretion as to the ~~ability~~timing of ~~potential~~ ~~purchasers~~the tosale ~~access~~of ~~capital~~an ~~debt financing~~asset. IfWe will wehave ~~are~~no ~~unable~~obligation to sell aour ~~property~~assets ~~when~~at weany ~~determine~~particular ~~to do so~~time, itexcept ~~could have~~upon athe ~~significant~~termination ~~adverse~~of ~~effect~~our existence on ~~the~~February ~~timing~~11, 2016, ofor after such date if our ~~final~~Managing ~~liquidating~~Trustee ~~distributions~~determines that an extension is reasonably necessary to wind up our ~~beneficiaries~~affairs.

~~Disposition~~Pursuant ~~Policies~~to the Liquidating Trust Agreement, our primary objective is limited to conserve value, protect and ~~Objectives~~sell our remaining assets, provide for our liabilities and distribute the remaining proceeds. Thus, cash flow will not be invested in the acquisition of assets. 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 to pay expenses or other liabilities of the Liquidating Trust.

The Liquidating Trust ~~Agreement~~ provides for a three-year period to liquidate our remaining 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~~not ~~the end of this three-year period. However~~pay, wedirectly ~~intend to hold our various real properties until such time as sale~~ or ~~other disposition~~indirectly, ~~appears~~any tocommission ~~be advantageous to achieve our disposition objectives~~ or ~~until it appears that such objectives will not be met. In deciding whether to sell our properties~~fee, weexcept ~~will consider factors such~~ as ~~potential~~specifically ~~capital~~permitted ~~appreciation,~~under ~~cash~~Article ~~flow, future~~VI ~~capital expenditure costs and federal income tax considerations. We will also consider the current state~~ of the ~~general~~Liquidating Trust ~~economy~~Agreement, ~~and whether waiting~~ to ~~dispose of a property will allow us to realize additional value for~~ our ~~beneficiaries. Our~~ Managing Trustee ~~may~~or ~~exercise~~ its ~~discretion~~affiliates asin toconnection ~~the~~with ~~timing of~~ the ~~sale~~distribution of aproceeds ~~property.~~from ~~We will have no obligation to sell our properties at any particular time, except upon~~ the ~~termination of our existence on February 11~~sale, ~~2016,~~exchange or ~~after such date if our Managing~~ ~~Trustee~~financing ~~determines~~of ~~that an extension is reasonably necessary to wind up~~ our ~~affairs~~assets.

~~Pursuant~~Although tonot ~~the~~required ~~Liquidating~~to ~~Trust~~do ~~Agreement~~so, we will generally seek to sell our ~~primary~~real ~~objective~~estate isassets ~~limited~~for tocash. ~~conserving~~We ~~value~~may, ~~protecting~~however, ~~and~~accept ~~selling~~terms ~~our~~of ~~remaining~~payment ~~assets,~~from ~~providing for~~a ~~our~~buyer ~~liabilities~~that include ~~and~~purchase ~~distributing~~money ~~the~~obligations ~~remaining~~secured ~~proceeds~~by ~~there~~mortgages ~~from.~~as ~~Thus~~partial payment, ~~cash~~depending ~~flow~~upon ~~from~~then-prevailing ~~operations~~economic ~~will~~conditions customary ~~not~~in bethe ~~invested~~area in which the ~~acquisition~~asset being sold is located, credit of ~~properties~~the buyer and available financing alternatives. WeSome assets ~~are~~we ~~intended~~sell tomay be ~~self-liquidating~~sold inon ~~nature.~~an ~~However,~~installment atbasis ~~the~~under ~~discretion~~which only a portion of ~~our~~the ~~Managing~~sale ~~Trustee, cash~~price ~~flow~~will ~~and/or~~be ~~net~~received ~~sales~~in ~~proceeds~~the ~~may~~year beof sale, ~~held~~with assubsequent ~~working~~payments ~~capital~~spread toover ~~pay~~a ~~expenses~~number orof ~~other~~years. ~~liabilities~~In such event, our full distribution of the ~~Liquidating~~net ~~Trust~~proceeds of any sale ormay ~~used~~be todelayed ~~make~~until ~~capital~~the ~~improvements~~notes toare ~~our~~paid, ~~existing~~sold ~~properties~~or financed.

The Liquidating Trust will not pay, directly or indirectly, any commission or fee, except as specifically permitted under Article VI of the 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.5

~~Although~~Liquidation 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 an 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.Update

~~Generally,~~On weDecember do20, ~~not anticipate~~2012 ~~selling our assets until we feel it is~~ the Mockingbird ~~right~~Commons ~~time~~Partnership toentered ~~dispose~~into ofa anpromissory ~~asset,~~note oragreement wewith ~~feel~~Great ~~that~~American ~~the~~Life ~~economy~~Insurance ~~has~~Company ~~improved,~~(“Palomar ~~and~~Lender”) weto ~~have~~borrow ~~the~~$31 ~~opportunity~~million to(the ~~realize~~“Hotel ~~additional~~Palomar ~~value~~Loan”). ~~Our~~On ~~Managing~~August 6, 2014, ~~Trustee~~Behringer ~~intends~~Harvard Mockingbird toCommons, ~~use~~LLC, ~~all~~a ~~reasonable~~70% ~~efforts~~owned tosubsidiary, ~~realize value~~sold ~~for~~the ~~our~~198 ~~beneficiaries.~~room Wehotel ~~are~~and ~~diligently~~retail ~~working~~project tolocated ~~increase~~in ~~net~~Dallas, ~~operational~~Texas ~~performance~~(“Hotel Palomar”) atto ~~our~~an ~~hotel~~unaffiliated ~~property~~buyer. ~~and~~The ~~renew or~~contract ~~secure~~sales ~~retail~~price ~~leases~~for ~~with~~the ~~quality~~Hotel ~~tenants~~Palomar towas ~~increase~~$48 ~~net~~million, ~~operating~~exclusive ~~income~~of ~~and~~closing costs. ~~the~~A ~~ultimate~~portion ~~value~~ of ~~our~~the ~~assets~~proceeds ~~and~~was used to ~~execute on~~pay ~~other~~off ~~value~~the ~~creation~~Hotel ~~strategies~~Palomar Loan.

5During 2013, we recorded an accounts receivable of approximately $6.3 million related to final resolution of the back-end promoted interests on the sale of Landmark I & II which we sold in 2011. The sale contract for Landmark I and II provided that we retain a promoted interest in distributable cash related to the buildings, meaning that we would share in the profits and cash flows of these properties once a certain threshold had been met. We received $6.2 million in January 2014 related to final resolution of the back-end promoted interest and used the $6.2 million to pay down principal and interest.

Conflicts of Interest

We are subject to ~~various~~ various conflicts of interest arising out of our relationship with our Managing Trustee and its affiliates, including conflicts ~~related~~ 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 is Behringer Advisors II, 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 II, our property managers and Behringer Securities LP (“Behringer Securities”), the dealer manager for the Offering. Robert S. Aisner, Gary S. Bresky and M. Jason Mattox are executive officers of Harvard Property Trust, LLC (“HPT”), the sole general partner of Behringer Advisors II, and Behringer Securities. In addition, Mr. Bresky is an executive officer of Behringer Securities.

Because we will be ~~operated~~ 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~~ disposition objectives and policies. For a description of some of the risks related to these conflicts of interest, see “Item 1A. Risk Factors” of this Annual Report on Form 10-K. For a discussion of the conflict resolution policies, see “Item 13. Certain Relationships and Related Transactions, and Director Independence” of this Annual Report on Form 10-K.

Interests in Other Real ~~Estate~~ Estate Programs

Our Managing Trustee ~~and~~ and its affiliates (collectively, “Behringer”) are sponsors, general partners and advisors of other Behringer 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 Trustee and such affiliates 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~~ enforced against them, could result in substantial reduction of their net worth.

Other Activities of Our ~~Managing~~ 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 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 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 of attention that our Managing Trustee must devote to us. However, our Managing Trustee believes that it and its affiliates have ~~sufficient~~ sufficient personnel to discharge fully their responsibilities to all of the Behringer programs and other ventures in which they are involved.

Competition in ~~Leasing~~Sales ~~Properties~~of Properties

Conflicts of interest ~~will~~ will exist to the extent that we own ~~properties~~assets in the same geographic areas where ~~properties~~assets owned by our Managing Trustee, its ~~affiliates~~ affiliates or other Behringer 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 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 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 Managers~~ 6

Our properties may be or have been managed and leased by HPT Management Services LLC, Behringer Harvard Short-Term Management Services, LLC or Behringer Harvard Real Estate 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 extended 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 the Property Manager or upon sale of the property. HPT Management Services LLC and Behringer Harvard Real Estate 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

6Our 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.

~~Regulations~~Environmental

~~Our~~As ~~investments~~an ~~are~~owner of real estate, we are subject to various environmental laws of federal, state and local ~~laws,~~governments. ~~ordinances~~Compliance ~~and~~with ~~regulations,~~existing ~~including,~~laws ~~among~~has ~~other~~not ~~things,~~had a ~~zoning~~material ~~regulations, land~~adverse ~~use~~effect ~~controls,~~on ~~environmental~~the ~~controls~~our ~~relating~~financial tocondition ~~air~~or ~~and~~results ~~water~~of ~~quality~~operations, ~~noise~~and ~~pollution~~management ~~and~~does ~~indirect~~not ~~environmental~~believe ~~impacts~~it will have such asan ~~increased~~impact ~~motor~~in ~~vehicle~~the ~~activity~~future. WeHowever, ~~believe that~~ we ~~have~~cannot ~~all~~predict ~~permits~~the ~~and~~impact ~~approvals~~of ~~necessary~~unforeseen ~~under~~environmental ~~current~~contingencies ~~law~~or tonew ~~operate~~or changed ~~our~~laws ~~investments~~or regulations on assets in which we hold an interest.

~~Environmental~~ Employees

AsWe anhave ~~owner~~no ofemployees. ~~real~~The ~~estate,~~employees weof ~~are~~our ~~subject~~Managing toTrustee, ~~various~~Behringer ~~environmental~~Advisors ~~laws of federal~~II, ~~state~~ and ~~local~~other ~~governments.~~affiliates ~~Compliance~~of ~~with~~Behringer ~~existing~~Holdings ~~laws~~perform ~~has not had~~ a ~~material~~full ~~adverse~~range ~~effect on the our financial condition or results~~ of ~~operations, and management does not believe it~~real ~~will~~estate ~~have~~services ~~such~~for anus, ~~impact~~including inproperty ~~the~~management, ~~future.~~accounting, ~~However~~legal, weasset ~~cannot~~management ~~predict~~and ~~the~~investor ~~impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest~~relations.

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

AsFinancial ofInformation ~~December~~About ~~31, 2013,~~Industry ~~retail tenants at our hotel property, Hotel Palomar, accounted for less than 10% of our aggregate annual revenues from our consolidated properties.~~Segments

~~Employees~~Our current business consists only of owning, managing, operating, leasing, developing, 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.

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

We ~~are~~electronically ~~dependent~~file an annual report on ~~our~~ ~~affiliates~~Form ~~for~~10-K ~~services~~and ~~that~~current ~~are~~reports ~~essential~~on Form 8-K and all amendments to usthose reports with the SEC. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, ~~including~~NE, ~~disposition~~Washington, ~~decisions~~D.C. 20549, ~~property~~on ~~management~~official ~~and~~business ~~leasing~~days ~~services~~during the hours of 10:00 am to 3:00 pm. The public may obtain information on the operation of ~~and~~the ~~other~~Public ~~general~~Reference ~~and~~Room ~~administrative~~by ~~responsibilities~~calling the SEC at 1-800-SEC-0330. InCopies of our filings with the ~~event~~SEC, ~~that~~as ~~these~~well ~~companies~~as ~~are~~the ~~unable~~Partnership’s prior tofilings, ~~provide~~may ~~these~~be ~~services~~obtained from the web site maintained for us by our Managing Trustee at http://www.behringerinvestments.com or at the SEC’s website at http://www.sec.gov. Access to usthese filings is free of charge. As part of the creation of the Liquidating Trust, we ~~would~~requested, beand on March 28, 2013 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 ~~obtain~~file ~~such~~quarterly ~~services~~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 ~~other~~the ~~sources~~website into this Form 10-K.

~~Financial Information About Industry Segments~~7

~~Our~~Item ~~current business consists only of owning, managing, operating, leasing, developing, and disposing of real estate assets~~1A. WeRisk ~~internally evaluate all of our real estate assets as one industry segment, and, accordingly, we do not report segment information~~Factors.

~~Available~~Risks ~~Information~~Related to our Liquidation and your Investment in Behringer Harvard Short-Term Opportunity Liquidating Trust

WeThe ~~electronically file~~factors andescribed ~~annual~~below represent ~~report~~our onprincipal ~~Form 10-K and current reports on Form 8-K and all amendments to those reports with the SEC~~risks. ~~The~~Other ~~public~~ factors may ~~read~~exist ~~and~~that ~~copy any materials~~ we ~~file~~do ~~with~~not ~~the~~consider ~~SEC~~to atbe ~~the~~significant ~~SEC’s~~based ~~Public~~on ~~Reference~~information ~~Room~~that atis ~~100 F. Street, NE, Washington,~~currently ~~D.C.~~available ~~20549,~~or onthat ~~official~~we ~~business~~are ~~days~~not ~~during~~currently ~~the~~able ~~hours of 10:00 am~~ to ~~3:00 pm~~anticipate. The ~~public~~occurrence ~~may~~of ~~obtain~~any ~~information on the operation~~ of the ~~Public~~risks ~~Reference~~discussed ~~Room~~below bycould ~~calling~~have ~~the~~a ~~SEC~~material adverse ateffect ~~1-800-SEC-0330.~~on ~~Copies of~~ our ~~filings with the SEC~~business, asfinancial ~~well as the Partnership’s prior filings~~condition, ~~may~~results ~~be obtained from the web site maintained for us by our Managing Trustee at http://www.behringerinvestments.com or at the SEC’s website at http://www.sec.gov. Access to these filings is free~~ of ~~charge.~~operations ~~As part of the creation of the Liquidating Trust, we requested,~~ and onability ~~March 28, 2013~~to ~~were~~pay ~~granted,~~distributions ~~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~~beneficiaries.

7Our units have limited transferability and lack liquidity.

~~Item~~There 1Ais no established trading market for our units of beneficial interests, and we do not expect that one will develop. Except ~~Risk~~for ~~Factors~~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 individual retirement account (“IRA”) minimum distribution requirements under the Internal Revenue Code, if applicable, beneficial interests in the Liquidating Trust are not transferable, and our beneficiaries do not have authority or power to sell or in any other manner dispose of their beneficial interests.

~~Risks~~We ~~Related~~are tolimited ~~our~~in ~~Liquidation~~the ~~and~~number ~~your~~and ~~Investment~~type of properties in ~~Behringer~~which ~~Harvard~~we have ~~Short-Term~~invested ~~Opportunity~~and ~~Liquidating~~the ~~Trust~~value of our beneficiaries’ investments will fluctuate with the performance of the specific investments made.

The ~~factors~~Partnership ~~described~~formerly ~~below~~held ~~represent~~interests ~~our~~in ~~principal~~twelve ~~risks~~assets. ~~Other~~However, ~~factors~~as ~~may~~of ~~exist~~December ~~that~~31, 2014, we dohold ~~not~~only ~~consider~~one toof bethe ~~significant~~twelve ~~based~~assets onand ~~information~~the ~~that~~back-end promoted isinterest ~~currently~~in ~~available~~distributable orcash ~~that~~to weone ~~are~~sold ~~not~~asset. ~~currently~~The ~~able~~reduction toin ~~anticipate.~~number ~~The~~of ~~occurrence~~assets held has resulted in less diversification in terms of ~~any~~the number of investments owned, the ~~risks~~geographic ~~discussed~~regions ~~below~~in ~~could~~which our investments are located and the types of investments ~~have~~that we made. The investment in our units will be subject to greater risk to the extent that we lack a ~~material~~diversified ~~adverse~~portfolio of ~~effect~~investments. In onaddition, our ~~business~~fixed operating expenses, ~~financial~~as ~~condition~~a percentage of gross income, ~~results~~have increased as a result of ~~operations~~the reduction in number of assets held, and our financial condition and ability to pay distributions ~~to our~~may ~~beneficiaries~~be adversely affected.

Our ~~units~~beneficiaries should ~~have~~view ~~limited transferability~~their ~~and~~investments ~~lack~~as ~~liquidity.~~long-term in nature.

~~There~~Our isunits nolack ~~established~~a public trading market ~~for~~and are subject to transfer restrictions. Although our ~~units~~Liquidating ofTrust ~~beneficial~~Agreement ~~interests~~provides for a three-year period to liquidate the remaining assets, ~~and~~the weManaging doTrustee ~~not~~is ~~expect~~working ~~that~~diligently ~~one~~to ~~will~~liquidate ~~develop. Except~~these ~~for~~assets ~~certain~~in a manner that ~~transfers~~makes bysense ~~will~~for our beneficiaries, ~~intestate~~and ~~succession~~expects orthat ~~operation~~disposition of ~~law,~~these orassets ~~from~~will abe ~~qualified~~completed ~~account~~before tothe aend ~~non~~of this three-~~qualified~~year period. However, ~~account~~we ifmay ~~necessary~~ choose to ~~allow~~wait ~~holders~~to ofsell ~~beneficial~~any ~~interests~~or toall ~~comply~~of ~~with~~the ~~certain~~assets ~~individual~~we ~~retirement~~now ~~account~~hold ~~(“IRA”)~~and ~~minimum~~our ~~distribution requirements~~existence ~~under~~may ~~the~~be ~~Internal~~extended beyond ~~Revenue~~the ~~Code,~~three-year term if ~~applicable,~~our ~~beneficial~~Managing ~~interests~~Trustee indetermines ~~the~~that ~~Liquidating~~an ~~Trust~~extension ~~are~~is ~~not~~reasonably ~~transferable, and~~necessary to wind up our ~~beneficiaries~~affairs. We expect dothat ~~not~~net ~~have~~proceeds ~~authority~~from orthe ~~power~~sale of our assets will generally be distributed to ~~sell~~our orbeneficiaries inunless ~~any~~needed ~~other~~for ~~manner~~working capital ~~dispose~~resources. For each of these reasons, our beneficiaries should view their ~~beneficial~~investment ~~interests~~in units strictly as a long-term investment.

WeIf ~~are~~we ~~limited~~lose inor ~~the number~~are ~~and~~unable ~~type~~to obtain ofkey ~~properties~~personnel, inour ~~which~~ability ~~we have~~to ~~invested~~implement ~~and the value of~~ our ~~beneficiaries’~~disposition ~~investments~~strategies ~~will~~could ~~fluctuate with~~be ~~the~~delayed ~~performance~~or ~~of the specific investments made~~hindered.

~~The~~Our ~~Partnership~~success ~~formerly~~depends to ~~held~~a ~~interests~~significant indegree ~~twelve~~upon ~~properties.~~the ~~However,~~continued ascontributions of ~~December~~certain ~~31,~~key ~~2013,~~personnel weof ~~hold~~the ~~only~~general ~~two~~partner of ~~the~~Behringer ~~twelve~~Advisors ~~properties.~~II, HPT, ~~The~~who ~~reduction in~~would ~~number~~be ofdifficult ~~properties~~to ~~held~~replace. Although HPT has ~~resulted~~employment inagreements ~~less~~with ~~diversification~~its inkey ~~terms~~personnel, ofthese ~~the~~agreements are ~~number~~terminable ofat ~~investments owned~~will, ~~the~~and ~~geographic regions~~we incannot ~~which~~guarantee ~~our~~that ~~investments~~such ~~are~~persons ~~located~~will ~~and~~remain ~~the~~affiliated ~~types~~with HPT or us. If any of ~~investments~~HPT’s key ~~that~~personnel wewere ~~made~~to cease employment, our operating results could suffer. AsWe abelieve ~~result,~~that ~~the~~our ~~likelihood~~future success depends, ofin ~~our~~large ~~profitability~~part, ~~being~~upon ~~affected~~HPT’s byability ~~the~~to ~~performance~~hire ofand ~~any~~retain ~~one~~highly ofskilled ~~our~~managerial, ~~investments~~operational ~~has~~and ~~increased~~marketing personnel. ~~The investment~~Competition infor ~~our~~such ~~units~~personnel is intense, and we cannot assure beneficiaries that HPT will be ~~subject~~successful toin ~~greater~~attracting ~~risk~~and retaining such skilled personnel. Further, our Managing Trustee intends to ~~the~~establish ~~extent~~strategic relationships with firms that wehave ~~lack~~special expertise ain ~~diversified~~certain ~~portfolio~~services ofor ~~investments~~as to real properties in certain geographic regions. InMaintaining such relationships ~~addition,~~will be important for us to effectively compete. We cannot assure beneficiaries that our ~~fixed~~Managing ~~operating~~Trustee ~~expenses,~~will asbe asuccessful in ~~percentage~~attracting ofand ~~gross~~retaining ~~income,~~such ~~have~~relationships. If ~~increased~~we aslose aor ~~result~~are ofunable to obtain the ~~reduction~~services inof ~~number~~key personnel or ofdo ~~properties~~not ~~held,~~establish ~~and~~or ~~our~~maintain ~~financial~~appropriate ~~condition~~strategic ~~and~~relationships, our ability to ~~pay~~implement ~~distributions~~our ~~may~~strategies could be ~~adversely~~delayed ~~affected~~or hindered.

~~Our~~The ~~beneficiaries~~executive officers of ~~should~~HPT ~~view~~have ~~their~~a ~~investments~~dominant asrole ~~long-term~~in determining what is in ~~nature~~our best interests and, therefore, we will not have the benefit of independent consideration of issues affecting our operations.

Our ~~units~~Managing ~~lack~~Trustee ~~a public~~is ~~trading~~Behringer ~~market~~Advisors ~~and are subject to transfer restrictions~~II. ~~Although~~Behringer ~~our~~Advisors ~~Liquidating~~II ~~Trust~~is ~~Agreement~~managed ~~provides~~by ~~for~~its ageneral ~~three-year period~~partner, ~~to liquidate the remaining assets~~HPT. Therefore, the ~~Managing~~executive officers ~~Trustee~~of isHPT ~~working~~have ~~diligently~~a todominant ~~liquidate~~role ~~these assets~~ in adetermining ~~manner~~what ~~that makes~~is ~~sense~~in ~~for~~the ~~our~~best ~~beneficiaries,~~interests ~~and expects that disposition~~ of ~~these~~us ~~assets~~and ~~will~~our ~~be completed before the end of this three-year period~~beneficiaries. ~~However,~~Since no wepersons ~~may~~other ~~choose~~than tothe ~~wait~~executive toofficers ~~sell any or all~~ of ~~the~~HPT ~~properties~~have weany ~~now~~direct ~~hold~~control ~~and~~over our ~~existence~~management, ~~may~~we bedo ~~extended beyond~~not have the ~~three-year~~benefit ~~term~~of independent ifconsideration ~~our~~of ~~Managing~~issues ~~Trustee~~affecting ~~determines that an extension is reasonably necessary to wind up~~ our ~~affairs~~operations. ~~We expect~~Therefore, ~~that net proceeds from~~ the ~~sale~~executive officers of ~~our~~HPT ~~properties~~alone will ~~generally~~determine the bepropriety ~~distributed~~of totheir ~~our~~own ~~beneficiaries~~actions, ~~unless~~which ~~needed~~could ~~for working~~result ~~capital~~in ~~resources~~a ~~and~~conflict ~~capital~~of ~~improvements. For~~interest ~~each~~when ofthey ~~these~~are ~~reasons,~~faced ~~our~~with ~~beneficiaries~~any ~~should~~significant ~~view their~~decision ~~investment~~relating into ~~units~~our ~~strictly as a long-term investment~~affairs.

~~If we lose or are unable to obtain key personnel, our ability to implement our disposition strategies could be delayed or hindered.~~8

Our ~~success~~Managing ~~depends to~~Trustee ~~a significant degree upon the continued contributions of certain key personnel of the general partner of Behringer Advisors II, HPT, who would be difficult to replace. Although HPT~~ has ~~employment agreements with its key personnel, these agreements~~a ~~are~~limited ~~terminable~~net atworth ~~will,~~consisting ~~and we cannot guarantee that such persons will remain affiliated with HPT or us. If any~~ of ~~HPT’s~~ ~~key~~assets ~~personnel were to cease employment, our operating results could suffer. We believe~~ that ~~our~~are ~~future success~~not ~~depends~~liquid, inwhich ~~large~~may ~~part,~~adversely ~~upon~~affect ~~HPT’s~~the ability toof 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~~fulfill ~~with~~its ~~firms~~financial ~~that~~obligations ~~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.

The ~~executive~~net ~~officers~~ worth of ~~HPT~~our ~~have~~Managing Trustee aconsists ~~dominant~~primarily ~~role~~of interests in ~~determining~~real ~~what~~estate, ispartnerships inand closely held businesses. Accordingly, the net worth of our ~~best~~Managing ~~interests~~Trustee is illiquid and, ~~therefore~~not readily marketable. This illiquidity, weand ~~will~~the ~~not~~fact that our Managing Trustee and its affiliates have commitments to other Behringer programs, may adversely affect the ~~benefit~~ability of ~~independent~~our Managing Trustee ~~consideration~~to offulfill ~~issues~~its ~~affecting~~financial ~~our~~obligations ~~operations.~~to us.

Our ~~Managing~~rights ~~Trustee is~~and ~~Behringer Advisors II. Behringer Advisors II is managed by its general partner, HPT. Therefore,~~ the ~~executive~~ ~~officers~~rights of ~~HPT have a dominant role in determining what is in the best interests of us and~~ our beneficiaries~~. Since no~~ ~~person~~to ~~other~~recover ~~than~~claims ~~Robert~~against ~~S. Aisner and the other executive officers of HPT have any direct control over~~ our ~~management,~~Managing ~~we do~~Trustee not have the benefit of independent consideration of issues affecting our operations. Therefore, Mr. Aisner and the other executive officers of HPT alone 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~~limited.

8Our 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 that 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.

~~Our~~We ~~Managing~~have ~~Trustee has~~terminated aour ~~limited~~regular monthly ~~net~~distributions ~~worth~~and ~~consisting~~future ofdistributions ~~assets~~will ~~that~~be ~~are~~determined ~~not~~at ~~liquid, which may adversely affect~~ the ~~ability~~sole discretion of our Managing Trustee ~~to fulfill its financial obligations to us~~.

The ~~net~~terms ~~worth~~ of ~~our~~the Liquidating ~~Managing~~Trust ~~Trustee~~Agreement ~~consists~~do ~~primarily~~not ofcontemplate ~~interests~~that inwe ~~real~~will ~~estate~~make monthly distributions. Rather, ~~partnerships~~it ~~and~~is ~~closely~~expected ~~held~~that ~~businesses. Accordingly,~~from time to time we will ~~the~~make ~~net~~special ~~worth~~cash distributions to our beneficiaries, including in connection with the disposition of our ~~Managing~~remaining ~~Trustee~~assets, isto the ~~illiquid~~extent ~~and~~that such cash will not ~~readily~~be ~~marketable. This~~needed ~~illiquidity~~to provide for our liabilities (including contingent liabilities), ~~and~~in the ~~fact~~sole ~~that~~discretion of our Managing Trustee. ~~and~~Liquidating ~~its~~distribution ~~affiliates~~amounts ~~have~~of ~~commitments~~net proceeds received from sales of our remaining assets will generally depend on our anticipated cash needs to ~~other~~satisfy ~~Behringer~~liquidating ~~programs~~and other expenses, ~~may~~financial ~~adversely~~condition ~~affect~~and ~~the~~capital ~~ability~~requirements, ofand other factors our Managing Trustee tomay ~~fulfill~~deem ~~its~~relevant. ~~financial~~Our ~~obligations~~ability to uspay distributions to our beneficiaries may be adversely affected by the risks described herein.

~~Our~~We ~~rights and~~may ~~the~~not ~~rights~~successfully provide of our beneficiaries towith ~~recover~~a ~~claims~~liquidity ~~against our Managing Trustee are limited~~event.

Our ~~Liquidating~~current ~~Trust Agreement~~timeframe ~~provides that our Managing Trustee will have no liability~~ for ~~any action or failure to act that the Managing Trustee~~ inliquidating ~~good~~is ~~faith~~by ~~determines was in our best interest, provided that its action or failure to act did not constitute gross negligence, willful misconduct or fraud~~2016. AsMarket aconditions ~~result, we~~ and ~~our~~other ~~beneficiaries~~factors ~~may~~could ~~have~~cause ~~more~~us ~~limited~~to ~~rights~~delay ~~against~~liquidation ~~our~~beyond ~~Managing Trustee~~this ~~than might otherwise exist under common law~~period. InIf liquidation ~~addition~~is delayed, weyour ~~may~~units bewill ~~obligated~~continue to ~~fund~~be ~~the defense costs incurred by our Managing Trustee in some cases~~illiquid.

WeIf ~~have~~our ~~terminated~~liquidation ~~our~~costs or ~~regular~~unpaid ~~monthly~~liabilities ~~distributions~~are ~~and~~greater ~~future~~than ~~distributions~~we ~~will~~expect, beour ~~determined~~liquidating atdistributions ~~the~~to ~~sole~~our ~~discretion~~beneficiaries ofmay ~~our~~be ~~Managing~~delayed ~~Trustee~~and/or reduced.

~~The~~Before ~~terms~~making of the ~~Liquidating~~final ~~Trust~~liquidating ~~Agreement~~distribution doto ~~not~~our ~~contemplate~~beneficiaries, ~~that~~ we will ~~make~~need ~~monthly~~to ~~distributions.~~pay ~~Rather,~~or itarrange isfor ~~expected~~the ~~that~~payment ~~from~~of ~~time~~all toof ~~time~~our wetransaction ~~will~~costs in ~~make~~the ~~special~~liquidation, ~~cash~~and ~~distributions~~all toother ~~our~~costs ~~beneficiaries,~~and ~~including~~all invalid ~~connection~~claims ~~with~~of ~~the~~our ~~disposition~~creditors. ofOur ~~our~~Managing ~~remaining~~Trustee ~~assets,~~may also decide to acquire one ~~the~~or ~~extent~~more ~~that~~insurance ~~such~~policies ~~cash~~covering ~~will~~unknown ~~not~~or becontingent ~~needed~~claims toagainst ~~provide~~us, for ~~our~~which ~~liabilities~~we ~~(including~~would ~~contingent~~pay ~~liabilities),~~a inpremium ~~the~~which ~~sole~~has ~~discretion~~not yet ofbeen ~~our~~determined. Our Managing Trustee. ~~Liquidating~~may ~~distribution~~also ~~amounts~~decide to establish a reserve fund to pay these contingent claims. The total amount of ~~net~~transaction ~~proceeds~~costs ~~received~~in ~~from~~the ~~sales~~liquidation is not yet known. In addition, if the claims of our ~~remaining~~creditors ~~assets~~are ~~will~~greater ~~generally~~than ~~depend~~we onhave ~~our~~ anticipated ~~cash~~or ~~needs~~we decide to ~~satisfy~~acquire ~~liquidating~~one ~~and~~or ~~other~~more ~~expenses,~~insurance ~~financial~~policies ~~condition~~covering ~~and~~unknown ~~capital~~or ~~requirements~~contingent claims against us, our ~~and~~liquidating ~~other~~distributions ~~factors~~to our ~~Managing~~beneficiaries ~~Trustee~~ may ~~deem~~be ~~relevant~~delayed and/or reduced. ~~Our~~Further, ~~ability~~if toa ~~pay~~reserve fund is established, payment of liquidating distributions to our beneficiaries may be ~~adversely affected~~delayed byand/or ~~the risks described herein~~reduced.

WeThere ~~may~~can ~~not~~be no assurance ~~successfully~~that ~~provide~~the plan of liquidation will result in greater returns to our beneficiaries ~~with~~on their investment within a ~~liquidity~~reasonable ~~event~~period of time than our beneficiaries would receive through other alternatives reasonably available to us.

~~Our~~While ~~current~~the ~~timeframe~~Partnership’s ~~for~~General ~~liquidating~~Partners iseach bybelieved ~~2016. Market~~that ~~conditions~~a liquidation of the Partnership through a transfer of assets and ~~other~~liabilities ~~factors~~to ~~could~~a ~~cause~~liquidating trust uswould be more likely to ~~delay~~provide ~~liquidation~~our ~~beyond~~beneficiaries ~~this~~with a greater return on their investment within a reasonable period~~. If~~ of ~~liquidation~~time isthan ~~delayed,~~our ~~your~~beneficiaries ~~units~~would ~~will~~receive ~~continue~~through other alternatives reasonably available to us at the time, such belief relied upon certain assumptions and judgments concerning future events which may be ~~illiquid~~unreliable or incorrect.

IfThe ~~our~~Plan ~~liquidation~~may ~~costs or~~lead ~~unpaid~~to ~~liabilities~~litigation which ~~are~~could ~~greater~~result ~~than~~in wesubstantial ~~expect,~~costs ~~our~~and ~~liquidating~~distract ~~distributions to~~ our ~~beneficiaries~~Managing ~~may be delayed and/or reduced~~Trustee.

~~Before~~Historically, ~~making the~~extraordinary ~~final~~actions ~~liquidating~~by ~~distribution~~a tocompany, ~~our~~such ~~beneficiaries,~~as wethe ~~will~~plan ~~need~~of toliquidation, ~~pay~~may orsometimes ~~arrange~~lead ~~for~~to ~~the~~securities ~~payment~~class ofaction ~~all~~lawsuits ofbeing ~~our~~filed ~~transaction~~against ~~costs~~that incompany. ~~the~~We ~~liquidation,~~may ~~and~~become ~~all~~involved ~~other~~in ~~costs~~this ~~and~~type ~~all~~of ~~valid~~litigation ~~claims~~as a result of ~~our~~the ~~creditors~~Plan. ~~Our~~As ~~Managing~~of ~~Trustee~~March ~~may~~26, ~~also~~2015, ~~decide~~no tosuch ~~acquire~~lawsuits ~~one~~relating orto ~~more~~the ~~insurance~~Plan ~~policies~~have ~~covering~~been ~~unknown~~filed. orHowever, ~~contingent~~if ~~claims~~such a lawsuit is filed against us, ~~for~~the ~~which~~litigation weis ~~would~~likely ~~pay~~to abe ~~premium~~expensive and, ~~which~~even ~~has~~if ~~not yet~~we ~~been~~ultimately ~~determined.~~prevail, ~~Our~~the ~~Managing~~process ~~Trustee~~will ~~may~~divert ~~also~~our ~~decide~~Managing toTrustee’s ~~establish~~attention afrom ~~reserve~~implementing ~~fund~~the toPlan ~~pay~~and otherwise ~~these~~operating ~~contingent~~our ~~claims~~business. ~~The~~If ~~total amount~~we ofdo ~~transaction~~not ~~costs~~prevail in ~~the~~any ~~liquidation~~such islawsuit ~~not~~which ~~yet~~may ~~known. In~~be ~~addition,~~filed ifagainst ~~the~~us ~~claims~~in ofthe ~~our~~future, ~~creditors~~we ~~are greater~~may ~~than~~be weliable ~~have~~for ~~anticipated~~damages. orIn wesuch ~~decide~~event, towe ~~acquire~~cannot ~~one~~predict orthe ~~more~~amount ~~insurance~~of ~~policies~~any ~~covering~~such ~~unknown~~damages; ~~or contingent claims against us~~however, ~~our~~they ~~liquidating distributions to our beneficiaries~~ may be ~~delayed~~significant and~~/or~~ ~~reduced.~~may reduce ~~Further,~~our ifcash aavailable ~~reserve~~for ~~fund~~distribution ~~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 through other alternatives reasonably available to us.9

~~While~~Our ~~the~~beneficiaries ~~Partnership’s~~could be ~~General~~liable ~~Partners~~to ~~each believed that a liquidation of~~ the ~~Partnership~~extent ~~through a transfer~~ of ~~assets~~liquidating ~~and~~distributions ~~liabilities~~received tofrom aus ~~liquidating trust~~if ~~would~~contingent bereserves ~~more~~are ~~likely~~insufficient to ~~provide~~satisfy our beneficiaries with a greater return on their investment within a reasonable period of time than our beneficiaries would receive through other alternatives reasonably available to us at the time, such belief relied upon certain assumptions and judgments concerning future events which may be unreliable or incorrectliabilities.

~~The~~Similar ~~Plan~~to ~~may~~the ~~lead~~liquidation of any fund, including had we remained as a partnership, if we fail to create an adequate contingency reserve for payment of our ~~litigation~~expenses ~~which~~and ~~could~~liabilities, ~~result~~or if the contingency reserve and the assets held by us are less than the amount ultimately found payable in ~~substantial~~respect ~~costs~~of expenses and ~~distract~~liabilities, each of our ~~Managing~~beneficiaries ~~Trustee~~could be held liable for the payment to creditors of such beneficiary’s pro rata portion of the excess, limited to the amounts previously received by each beneficiary in distributions from us.

~~Historically,~~If ~~extraordinary actions~~a bycourt aholds ~~company,~~at ~~such~~any time asthat ~~the~~we ~~plan~~have offailed ~~liquidation,~~to ~~may~~make ~~sometimes~~adequate ~~lead~~provision tofor ~~securities~~our ~~class~~expenses ~~action~~and ~~lawsuits~~liabilities ~~being~~or ~~filed~~if ~~against that~~the ~~company.~~amount Weultimately ~~may~~required ~~become~~to ~~involved~~be paid in ~~this~~respect ~~type~~ of ~~litigation~~such asliabilities aexceeds ~~result~~the ofamount ~~the~~available ~~Plan.~~from Ascontingency ofreserve ~~March~~and ~~27,~~our ~~2014~~assets, noour ~~such~~creditors ~~lawsuits~~could seek ~~relating~~an injunction to ~~the~~prevent ~~Plan~~us ~~have~~from ~~been~~making ~~filed.~~distributions ~~However,~~under ifthe ~~such~~Plan aon ~~lawsuit~~the isgrounds ~~filed~~that ~~against us,~~ the ~~litigation~~amounts ~~is likely~~ to be ~~expensive and,~~distributed ~~even~~are ifneeded to weprovide ~~ultimately~~for ~~prevail,~~ the ~~process~~payment ~~will~~of ~~divert~~ our ~~Managing~~expenses ~~Trustee’s attention from implementing the Plan~~ and ~~otherwise operating our business~~liabilities. IfAny ~~we do not prevail in any~~ such ~~lawsuit~~action ~~which~~could ~~may~~delay beor ~~filed~~substantially ~~against~~diminish ~~us in~~ the ~~future,~~cash wedistributions ~~may~~to be ~~liable~~made ~~for~~to ~~damages.~~our Inbeneficiaries ~~such~~under ~~event, we cannot predict~~ the ~~amount~~Liquidating ofTrust ~~any such damages; however, they may be significant and may reduce our cash available for distribution to our beneficiaries~~Agreement.

9The prior performance of real estate investment programs sponsored by affiliates of our Managing Trustee or former General Partners may not be an indication of our future results.

~~Our~~Investors ~~beneficiaries~~should ~~could~~not rely beupon ~~liable~~the past performance of other real estate investment programs sponsored by Mr. Behringer, our Managing Trustee, or their respective affiliates, to ~~the~~predict ~~extent~~our offuture ~~liquidating~~results. ~~distributions~~To ~~received~~be ~~from~~successful usin ifthis ~~contingent~~market, ~~reserves~~we ~~are~~must, ~~insufficient~~among other things, attract, integrate, motivate and retain qualified personnel to ~~satisfy~~manage our ~~liabilities~~day-to-day operations. We cannot guarantee that we will succeed in achieving these goals, and our failure to do so could cause investors to lose all or a portion of their investment.

~~Similar~~Risks toRelated ~~the liquidation of any fund, including had we remained as a partnership, if we fail~~ to ~~create~~Our anBusiness ~~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 to the amounts previously received by each beneficiary in distributions from us.General

IfMarket adisruptions ~~court holds at any time that we~~ have ~~failed to make adequate provision for our expenses and liabilities or if the amount ultimately required~~impacted ~~to be paid in respect of such liabilities exceeds the amount available from contingency reserve~~ and ~~our~~may ~~assets,~~continue ~~our creditors could seek an injunction~~ to ~~prevent~~adversely usimpact ~~from~~many ~~making~~aspects ~~distributions under the Plan on the grounds that the amounts to be distributed are needed to provide for the payment~~ of our ~~expenses~~operating results and ~~liabilities.~~operating ~~Any such action could delay or substantially diminish the cash distributions to be made to our beneficiaries under the Liquidating Trust Agreement~~condition.

~~The~~Although ~~prior~~economic ~~performance~~and market ofconditions ~~real~~in ~~estate~~the ~~investment~~United ~~programs~~States ~~sponsored~~have generally improved over the past two years, the overall market recovery remains uncertain. The previous economic downturn had a significant negative impact and continues to affect us. Our business is affected by ~~affiliates~~market and ofeconomic ~~our~~challenges ~~Managing~~experienced ~~Trustee~~by the U.S. economy or ~~former~~real ~~General~~estate ~~Partners~~industry ~~may~~as ~~not~~a bewhole anor ~~indication~~by the local economic condition in ofthe market in which our ~~future~~asset ~~results~~is located.

~~Investors~~The ~~should~~capital ~~not~~markets began ~~rely~~to ~~upon~~substantially ~~the~~open ~~past~~up ~~performance~~in of2012 ~~other~~and ~~real~~access ~~estate~~to ~~investment~~the ~~programs~~equity ~~sponsored~~and bydebt ~~Mr.~~markets ~~Behringer,~~continued ~~our~~to ~~Managing~~improve ~~Trustee,~~in or2014. ~~their~~The current conditions ~~respective~~have ~~affiliates~~had, toor ~~predict~~similar ~~our~~conditions ~~future~~existing ~~results.~~in Tothe befuture ~~successful~~may incontinue ~~this~~to ~~market~~have, wethe ~~must,~~following ~~among other things~~consequences:

· ~~attract,~~credit ~~integrate,~~spreads ~~motivate~~for ~~and~~major ~~retain~~sources ~~qualified~~of ~~personnel~~capital tocould ~~manage~~widen ~~our~~as ~~day-to-day~~investors ~~operations;~~demand ~~and~~higher risk premiums, resulting in lenders increasing the cost for debt financing;

We· ~~cannot~~a ~~guarantee~~reduction in the amount of capital that weis ~~will~~available ~~succeed~~ to finance real estate, which, in ~~achieving~~turn, ~~these~~could ~~goals~~lead to a decline in real estate values generally, ~~and~~slow ~~our~~real ~~failure~~estate transaction activity, reduce the loan to dovalue soratio ~~could~~upon ~~cause~~which ~~investors~~lenders are willing to ~~lose~~lend, ~~all~~and orresult ain ~~portion~~difficulty ofrefinancing ~~their~~our ~~investment.~~debt;

~~Risks~~· ~~Related~~our ability to ~~Our~~borrow ~~Business~~on interms ~~General~~and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to refinance existing debt, reduce our returns from our acquisition and increase our future interest expense;

~~Market~~· ~~disruptions~~the value of our asset may have ~~impacted~~ ~~and~~decreased below the amount we paid for it, which may ~~continue~~limit our ability to ~~adversely~~dispose ~~impact~~of ~~many~~it ~~aspects~~at ofattractive ~~our~~prices ~~operating~~or ~~results~~to obtain debt financing secured by our asset and ~~operating~~may ~~condition.~~reduce the availability of unsecured loans; and

~~Although~~For ~~economic~~ these and ~~market~~other ~~conditions in the United States have generally improved over the past two years~~reasons, ~~the overall market recovery remains~~ ~~uncertain.~~we ~~The~~cannot ~~previous~~assure ~~economic~~you ~~downturn~~that ~~had~~we awill ~~significant~~be ~~negative~~profitable ~~impact and continues to affect both us and our tenants. Our business is affected by market and economic challenges experienced by the U.S. economy~~ or ~~real~~that ~~estate~~we ~~industry~~will asrealize agrowth ~~whole or by the local economic condition~~ in the ~~market~~value inof ~~which~~ our ~~property is located~~investments.

The capital markets began to substantially open up in 2012 and access to the equity and debt markets continued to improve in 2013. The current conditions have had, or similar conditions existing in the future may continue to have, the following consequences:10

·We ~~the~~have ~~financial~~incurred indebtedness ~~condition~~and ofother ~~our tenants may be adversely affected~~borrowings, which ~~results~~may ~~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~~business ~~levels;~~risks.

·We ~~credit~~have ~~spreads~~acquired ~~for~~and ~~major~~developed real ~~sources~~properties ofby ~~capital~~using ~~could~~either ~~widen~~existing asfinancing ~~investors~~or ~~demand~~borrowing ~~higher~~new funds. In addition, we have incurred or increased our debt by obtaining loans. We have incurred debt on a particular real property if we believe the property’s projected cash flow was sufficient to service the mortgage debt. Incurring debt increases the risk ~~premiums~~of loss since defaults on indebtedness secured by a property may result in foreclosure actions initiated by lenders and our loss of the property securing the loan which is in default. For tax purposes, ~~resulting~~a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. We may give full or partial guarantees to lenders ~~increasing~~of mortgage debt to the ~~cost~~entities that own our assets. When we provide a guaranty on behalf of an entity that owns one of our assets, we will be responsible to the lender for satisfaction of the debt ~~financing;~~if it is not paid by such entity. If any of our assets are foreclosed upon due to a default, our ability to pay distributions to our beneficiaries will be adversely affected. Our approach to investing in assets utilizing leverage in order to accomplish our investment objectives may present more risks to investors than comparable real estate programs which have a longer intended duration and which do not utilize borrowing to the same degree.

·Our aindebtedness ~~reduction~~adversely affects inour ~~the~~financial ~~amount~~health of capital that is available to finance real estate, which, in turn, could lead to a decline in real estate values generally, slow real estate transaction activity, reduce the loan to value ratio upon which lenders are willing to lend, and ~~result~~operating ~~in difficulty refinancing our debt;~~flexibility.

·At ~~our~~December ~~ability to borrow on terms and conditions that we find acceptable~~31, ~~or at all~~2014, ~~may~~the Liquidating beTrust ~~limited,~~had ~~which~~notes ~~could~~payable ~~reduce our ability~~ to ~~refinance~~a ~~existing~~related ~~debt,~~party ~~reduce~~of ~~our~~approximately ~~returns~~$1 ~~from~~million ~~our~~in ~~acquisition~~principal ~~and increase our future interest expense;~~amount.

·Our ~~the~~level ~~value~~ of ~~our~~debt ~~property~~and ~~has likely decreased below~~ the limitations ~~amount~~imposed weon ~~paid~~us ~~for~~by ~~them, which may limit~~ our ~~ability~~debt toagreements ~~dispose~~could ofhave ~~assets~~significant atadverse ~~attractive~~consequences ~~prices or~~ to ~~obtain~~us ~~debt~~and ~~financing~~the ~~secured~~value byof our ~~property~~units, regardless ~~and~~of ~~may~~our ~~reduce~~ability ~~the~~to ~~availability~~refinance ofor ~~unsecured~~extend ~~loans;~~our ~~and~~debt, including:

~~For~~· ~~these~~limiting ~~and~~our ~~other reasons,~~ability weto ~~cannot~~borrow ~~assure~~additional ~~you~~amounts ~~that~~for weworking ~~will~~capital, bedebt ~~profitable~~service orrequirements, ~~that~~execution weof ~~will~~our ~~realize~~business ~~growth~~plan inor ~~the~~other ~~value of our investments.~~purposes;

10· limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service our debt;

We· ~~have~~increasing ~~incurred~~our ~~indebtedness and~~vulnerability ~~other~~to ~~borrowings,~~general ~~which~~adverse ~~may~~economic ~~increase~~and ~~our~~industry ~~business risks.~~ conditions;

We· ~~have~~limiting ~~acquired and developed real properties by using either existing financing or borrowing new funds. In addition, we have incurred or increased~~ our ~~debt~~ability ~~by obtaining loans secured by some or all of our real properties. We have incurred debt on a particular real property if we believe the property’s projected cash flow is sufficient~~ to ~~service~~capitalize ~~the mortgage debt. Incurring debt increases the risk of loss since defaults~~ on ~~indebtedness~~business ~~secured~~opportunities ~~by a property may result in foreclosure actions initiated by lenders~~ and ~~our loss of the property securing the loan which is in default. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal~~ to ~~the~~react outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. We may give full or partial guarantees to ~~lenders~~competitive ofpressures ~~mortgage debt~~and toadverse ~~the~~changes entities that own our properties. When we provide a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any of our properties are foreclosed upon due to a default, our ability to pay distributions to our beneficiaries will be adversely affected. Our approach to investing in ~~properties~~governmental utilizing leverage in order to accomplish our investment objectives may present more risks to investors than comparable real estate programs which have a longer intended duration and which do not utilize borrowing to the same degree.regulation;

~~Our~~· ~~indebtedness~~limiting ~~adversely affects~~ our ~~financial~~ability ~~health~~or ~~and~~increasing ~~operating~~the ~~flexibility~~costs to refinance our indebtedness.

AtIn ~~December 31~~addition, ~~2013, the~~a ~~Liquidating~~breach ~~Trust had notes payable~~ of ~~approximately $40.7 million in principal amount, of which $31 million was secured~~ bythe ~~properties~~financial and ~~the~~operating ~~Liquidating~~covenants ~~Trust, as successor~~ in ~~interest~~our todebt ~~the~~agreements ~~Partnership,~~could ~~has~~cause ~~guaranteed payment of certain customary nonrecourse carveouts in favor of the lender. As~~ a ~~result~~default ofand ~~this~~accelerate ~~indebtedness~~payment, wewhich ~~are~~could ~~required~~have ~~to use~~ a material ~~portion of our~~ ~~cash~~adverse ~~flow~~effect ~~to service principal and interest~~ on our ~~debt,~~financial ~~which will limit the cash flow available for other purposes~~condition.

~~Our~~We ~~level~~may ofnot ~~debt and~~be ~~the~~able ~~limitations imposed on us by our debt agreements could have significant adverse consequences~~ to ~~us and the value of our units, regardless of our ability to~~ refinance or ~~extend~~repay our ~~debt, including:~~indebtedness.

·We ~~limiting~~have debt that we may not be able to refinance or repay. As of December 31, 2014, approximately $1 million of principal payments, which includes scheduled debt maturities, is scheduled to mature in the next twelve months. We may face significant challenges refinancing our current ~~ability~~debt on acceptable terms if at all due to ~~borrow~~(1) ~~additional~~reduced ~~amounts~~values ~~for~~of ~~working~~our ~~capital~~investments, ~~capital~~(2) ~~expenditures~~limited cash flow from operations, (3) our debt ~~service~~level, ~~requirements~~(4) the cost and terms of new or refinanced indebtedness and (5) material changes in lending parameters, ~~execution~~including lower loan-to-value standards. Our indebtedness also requires us to use a material portion of our ~~business~~cash ~~plan~~flow orto service principal and interest, which limits the cash flow available for other ~~purposes;~~business expenses or opportunities.

·Further, ~~limiting~~we may not have the funds necessary to repay our ~~ability~~debt as it matures. Failure to ~~use~~refinance ~~operating~~or ~~cash~~extend ~~flow~~our debt as it comes due, or a failure to satisfy the conditions and requirements of that debt, could result in ~~other~~an ~~areas~~event of default. We have experienced, and may continue to experience, defaults or events of default with respect to our ~~business~~existing ~~because~~indebtedness, which requires us to either restructure the debt in a way that is supported by the underlying asset values of the properties collateralizing the debt or to purchase or pay off the debt at a discount. We can provide no assurance that, with respect to any other indebtedness that we ~~must~~may ~~dedicate~~be unable to repay, we will be able to restructure that debt or to purchase or pay off that debt at a ~~substantial~~discount, ~~portion~~which could result in lenders accelerating that debt. If our debt is accelerated, the value of ~~these~~our ~~funds~~assets may not be sufficient to ~~service~~repay the debt in full. If we are unable to refinance or repay our debt; as it comes due and maintain sufficient cash flow, our business, financial condition and results of operations will be materially and adversely affected. Furthermore, even if we are able to obtain extensions on our existing debt, those extensions may include operational and financial covenants significantly more restrictive than the covenants on existing indebtedness. Any extensions will also require us to pay certain fees to, and expenses of, our lenders. Any fees and cash flow restrictions will affect our ability to fund our ongoing operations.

~~· increasing our vulnerability to general adverse economic and industry conditions;~~11

·Disruptions ~~limiting~~in ~~our~~the ~~ability~~financial markets ~~to capitalize on business opportunities~~ and toadverse ~~react~~economic toconditions ~~competitive~~could ~~pressures~~adversely ~~and~~affect ~~adverse~~the ~~changes~~value inof ~~governmental~~our ~~regulation;~~investments.

·The ~~limiting~~recent market volatility could make the valuation of our ~~ability~~investment toassets ~~fund~~more ~~capital~~difficult. There ~~expenditures~~may be significant uncertainty in the valuation, or ~~tenant~~in ~~improvements~~the ~~and~~stability ~~leasing~~of ~~commissions;~~the ~~and~~value, of our assets that could result in a substantial decrease in the value of our assets.

·If ~~limiting~~debt ~~our~~is ~~ability~~unavailable at orreasonable ~~increasing~~rates, ~~the~~we ~~costs~~may not be able to refinance our ~~indebtedness~~assets.

InIf ~~addition,~~interest arates ~~breach~~are higher ofwhen the ~~financial~~assets ~~and~~are ~~operating~~refinanced, ~~covenants~~we inmay ~~our~~not ~~debt~~be ~~agreements~~able ~~could~~to ~~cause~~finance athe ~~default~~properties, and ~~accelerate~~our ~~payment,~~income ~~which~~ could ~~have~~be reduced. If this occurs, ait ~~material~~may ~~adverse~~prevent ~~effect~~us onfrom ~~our~~borrowing ~~financial~~more ~~condition~~money.

WeFuture ~~may~~financing could ~~not~~ be ~~able~~impacted ~~to refinance~~by ornegative ~~repay~~capital ~~our~~market ~~indebtedness~~conditions.

WeAlthough ~~have~~the ~~debt~~current ~~that~~outlook weon ~~may~~financing ~~not~~trends beappears ~~able~~relatively tostable, ~~refinance~~there orare ~~repay~~risks. AsPotential ofchanges ~~December~~in ~~31,~~the ~~2013, approximately $1~~U.~~3 million~~S. ofFederal ~~principal~~Reserve’s ~~payments, which~~monetary ~~includes~~policy ~~scheduled~~could ~~debt~~further ~~maturities~~affect ~~and~~interest ~~monthly principal payments~~rates, ~~has~~while ~~matured~~the orU.S. ispolitical ~~scheduled~~deadlock toover ~~mature~~the indebt ~~the~~ceiling, ~~next~~tax ~~twelve~~policy ~~months.~~and government Wespending ~~may~~levels ~~face~~can ~~significant~~affect ~~challenges~~the ~~refinancing~~overall ~~our~~level ~~current~~of ~~debt~~domestic oneconomic ~~acceptable~~growth. ~~terms~~Any ifof atthese ~~all~~domestic ~~due~~issues toor ~~(1)~~the ~~reduced~~resurfacing ~~values~~ of ~~our~~global ~~investments,~~issues ~~(2)~~could ~~limited~~slow ~~cash~~growth ~~flow~~or ~~from~~push ~~operations,~~the ~~(3)~~U.S. ~~our~~into ~~debt~~a ~~level~~recession, ~~(4)~~which ~~the~~could ~~cost~~affect ~~and~~the ~~terms~~amount of ~~new~~capital available or ~~refinanced~~the ~~indebtedness~~costs charged ~~and~~for ~~(5) material changes in lending parameters, including lower loan-to-value standards~~financings. Our ~~indebtedness~~ability ~~also~~to ~~requires~~borrow usfunds to ~~use~~ arefinance ~~material~~current ~~portion~~debt, ofincluding ~~our~~any ~~cash~~financing ~~flow~~provided toby ~~service~~Behringer, ~~principal~~could ~~and~~be affected ~~interest,~~by ~~which~~our ~~limits~~inability ~~the~~to ~~cash~~secure ~~flow~~permanent ~~available~~financing ~~for~~on ~~other~~reasonable ~~business expenses~~terms, orif ~~opportunities~~at all.

~~Further,~~Gains ~~we may not have the funds necessary to repay our debt as it matures. Failure to refinance or extend our debt as it comes due, or a failure to satisfy the conditions~~ and ~~requirements of that debt, could result in an event of default. We have experienced, and may continue~~distributions toupon ~~experience,~~resale ~~defaults or events~~ of ~~default with respect to~~ our existing indebtedness, which requires us to either restructure the debt in a way that is supported by the underlying asset values of the properties collateralizing the debt or to purchase or pay off the debt at a discount. In situations where we are not able to restructure the debt or to purchase or pay off the debt at a discount, we may have to transfer the underlying property to the lender. We can provide no assurance that, with respect to any other indebtedness that we may be unable to repay, we will be able to restructure that debt or to purchase or pay off that debt at a discount, which could result in lenders accelerating that debt or foreclosing on the related property. If our debt is accelerated, the value of our assets ~~may not be sufficient to repay the debt in full. If we~~ are ~~unable to refinance or repay our debt as it comes due and maintain sufficient cash flow, our business, financial condition and results of operations will be materially and adversely affected~~uncertain. Furthermore, even if we are able to obtain extensions on our existing debt, those extensions may include operational and financial covenants significantly more restrictive than the covenants on existing indebtedness. Any extensions will also require us to pay certain fees to, and expenses of, our lenders. Any fees and cash flow restrictions will affect our ability to fund our ongoing operations.

11Although gains from the sales of assets 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 assets. In addition, the amount of taxable gain allocated to investors with respect to the sale of a asset could exceed the cash proceeds received from such sale.

~~Disruptions~~Proceeds infrom the ~~financial~~sale ~~markets~~of ~~and~~an ~~adverse~~asset ~~economic~~will ~~conditions~~be ~~could~~distributed ~~adversely~~to ~~affect~~our beneficiaries if the ~~value~~Managing ofTrustee, ~~our~~in ~~investments.~~its sole discretion, has determined that such proceeds are not needed to fund:

~~The~~· ~~recent~~working ~~market volatility~~capital ~~will~~reserves; ~~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.~~

If· ~~debt~~required isprincipal ~~unavailable at~~and ~~reasonable~~interest ~~rates,~~payments ~~we may not be able~~ to ~~refinance~~ our ~~properties.~~existing assets.

~~When~~Because we ~~place~~cannot ~~debt~~be certain onabout ~~properties,~~the weprecise ~~run~~net realizable value of our assets and the ~~risk~~ultimate amount of ~~being~~our ~~unable~~liabilities, we are not able to ~~refinance~~predict accurately the ~~properties~~aggregate ~~when~~cash ~~the~~amounts ~~loans~~which ~~come~~will ~~due,~~ultimately be distributed to our beneficiaries or the timing of ~~being~~any ~~unable~~such todistributions. ~~refinance~~The onamount ~~favorable~~and ~~terms.~~timing Ifof ~~interest~~remaining ~~rates~~distributions ~~are~~will ~~higher~~be ~~when~~determined ~~the~~by ~~properties~~our ~~are~~Managing ~~refinanced,~~Trustee webased ~~may~~on ~~not~~funds beavailable, ~~able~~net toproceeds realized ~~finance~~from the ~~properties~~remaining assets, ~~and~~ the timing of asset sales, whether our ~~income~~total ~~could~~assets beexceed ~~reduced.~~total Ifliabilities ~~this~~at ~~occurs~~such time, whether itwe ~~may~~have ~~prevent~~provided usfor ~~from~~the ~~borrowing~~level ~~more~~of ~~money~~reserves deemed necessary or appropriate and other considerations.

~~Future~~The ~~financing~~provisions of the Delaware ~~could~~Statutory beTrust ~~impacted~~Act byapplicable ~~negative~~to ~~capital~~statutory ~~market~~trusts ~~conditions.~~do not grant our beneficiaries any voting rights, and our beneficiaries’ rights are limited under our Liquidating Trust Agreement.

~~Although~~A ~~the~~vote current outlook on financing trends appears relatively stable, there are risks. Potential changes in the U.S. Federal Reserve’s monetary policy could further affect interest rates, while the U.S. political deadlock over the debt ceiling, tax policy and government spending levels can affect the overall level of ~~domestic~~a ~~economic~~majority ~~growth. Any~~ of ~~these domestic issues or the resurfacing of global~~ ~~issues could slow growth or push~~ the ~~U.S.~~units ~~into a recession, which could affect the amount~~ of ~~capital~~beneficial ~~available~~interest oris ~~the~~sufficient ~~costs charged for financings. Our ability~~ to ~~borrow~~take ~~funds~~the tofollowing ~~refinance current debt, including any financing provided by Behringer, could be affected by our inability to secure permanent financing on reasonable terms, if at all.~~actions:

~~Gains~~· ~~and~~to ~~distributions upon~~amend ~~resale of~~ our ~~properties~~Liquidating ~~are~~Trust ~~uncertain.~~ Agreement;

~~Although~~· ~~gains from the sales of properties typically represent a substantial portion of any profits attributable~~ to adissolve ~~real~~and ~~estate~~terminate ~~investment, we cannot assure investors that we will realize any gains on~~ the ~~resales~~Liquidating ~~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.~~Trust;

~~Proceeds~~· ~~from the sale of a property will be distributed~~ to remove our ~~beneficiaries if the~~ Managing Trustee,; ~~in its sole discretion, has determined that such proceeds are not needed to fund:~~and

· ~~working~~to ~~capital~~authorize ~~reserves;~~a merger or a consolidation of the Liquidating Trust.

·These ~~capital~~are ~~improvements~~the only significant voting rights granted to our ~~existing~~beneficiaries ~~properties;~~under orour Liquidating Trust Agreement. Therefore, our beneficiaries’ voting rights in our operations are limited.

·Our ~~required~~Managing ~~principal~~Trustee ~~and~~will make ~~interest~~all ~~payments~~decisions with respect to our ~~existing~~management ~~properties~~and determine all of our major policies, including our financing, growth, investment strategies and distributions. Our Managing Trustee may revise these and other policies without a vote of the beneficiaries. Therefore, our 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.

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.12

~~The~~Payment ~~provisions~~ of ~~the~~fees ~~Delaware Statutory Trust Act applicable~~ to ~~statutory trusts do not grant~~ our ~~beneficiaries~~Managing ~~any~~Trustee ~~voting rights,~~ and ~~our~~its ~~beneficiaries’ rights~~affiliates ~~are~~will ~~limited~~reduce ~~under~~cash ~~our~~available ~~Liquidating~~for ~~Trust Agreement~~distribution.

AOur ~~vote~~Managing Trustee and its affiliates will perform services for us in connection with the management and leasing of aour ~~majority~~assets and the administration of ~~the~~our ~~units~~other ofinvestments. ~~beneficial~~They ~~interest~~will isbe ~~sufficient~~paid tofees ~~take~~for these services, which will reduce the ~~following~~amount ~~actions:~~of cash available for distribution to our beneficiaries.

·The tofailure ~~amend~~of any bank in which we deposit our ~~Liquidating~~funds ~~Trust~~could ~~Agreement;~~reduce the amount of cash we have available to pay distributions.

·The Federal Deposit Insurance Corporation, or FDIC, generally only insures limited amounts per depositor per insured bank. 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 the portion of our deposits that exceed the federally insured levels. The loss of our deposits could reduce the amount of cash we have available to ~~dissolve~~distribute and ~~terminate~~could result in a decline in the ~~Liquidating~~value ~~Trust;~~of your investment.

·Financing toarrangements ~~remove~~involving balloon ~~our~~payment ~~Managing~~obligations ~~Trustee;~~may ~~and~~adversely affect our operations.

·Our fixed-term financing arrangements generally require us to ~~authorize~~make “balloon” payments at maturity. During the interest only period, the amount of each scheduled payment is less than that of traditional amortizing loans. The principal balance of the loan will not be reduced (except in the case of prepayments) because there are no scheduled monthly payments of principal during this period. Our ability to make a ~~merger~~balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the asset or other assets in our portfolio. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the asset at a ~~consolidation~~price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the ~~Liquidating~~rate ~~Trust~~of return to our beneficiaries and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may adversely affect our operations. Any of these results would have a significant, negative impact on your investment.

~~These~~Increases ~~are~~in ~~the~~interest ~~only~~rates ~~significant~~could ~~voting~~increase ~~rights~~the ~~granted~~amount toof our ~~beneficiaries~~debt ~~under~~payments ~~our~~and ~~Liquidating~~adversely ~~Trust~~affect ~~Agreement. Therefore,~~ our ~~beneficiaries’ voting~~operating ~~rights~~cash ~~in our operations are limited~~flow.

~~Our~~We ~~Managing~~may ~~Trustee~~borrow money that ~~will~~bears ~~make~~interest ~~all~~at ~~decisions~~variable ~~with~~rates ~~respect~~which tomay ~~our~~expose ~~management~~us ~~and~~to ~~determine~~increases ~~all~~in ofcosts ~~our~~in ~~major~~a ~~policies,~~rising ~~including~~interest ~~our~~rate ~~financing,~~environment. ~~growth~~Accordingly, ~~investment~~increases ~~strategies~~in ~~and~~interest ~~distributions.~~rates ~~Our~~would ~~Managing~~increase ~~Trustee~~our ~~may~~interest ~~revise~~costs, ~~these~~which ~~and~~could ~~other~~have ~~policies~~a ~~without~~material aadverse ~~vote~~effect ofon ~~the~~our ~~beneficiaries.~~operating cash ~~Therefore,~~flow. ~~our~~In ~~beneficiaries~~addition, ~~will~~if berising ~~relying~~interest ~~almost~~rates ~~entirely~~cause onus ~~our~~to ~~Managing~~need ~~Trustee~~additional ~~for~~capital ~~our~~to ~~management~~repay ~~and~~indebtedness ~~the~~in ~~operation~~accordance ofwith ~~our~~its terms ~~business.~~or ~~Our~~otherwise, ~~Managing~~we ~~Trustee~~ may ~~only~~ be ~~removed~~required ~~under~~to ~~certain~~liquidate ~~conditions,~~one asor ~~set~~more ~~forth~~of our investments in ~~our~~assets ~~Liquidating~~at ~~Trust~~times ~~Agreement~~which may not permit realization of the maximum return on such investments.

12To hedge against interest rate fluctuations, we may use derivative financial instruments that may be costly and ineffective and may reduce the overall returns on your investment.

~~Payment~~From oftime ~~fees~~to time, we may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Derivative ~~Managing~~instruments ~~Trustee~~may ~~and~~include ~~its~~interest ~~affiliates~~rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Our actual hedging decisions will ~~reduce~~be ~~cash~~determined ~~available~~in ~~for~~light ~~distribution~~of the facts and circumstances existing at the time of the hedge and may differ from time to time. There is no assurance that our hedging strategy will achieve our objectives.

~~Our~~To ~~Managing~~the ~~Trustee~~extent that we use derivative financial instruments to hedge against interest rate fluctuations, we are exposed to credit risk, basis risk and ~~its~~legal enforceability ~~affiliates~~risks. ~~will~~In this context, credit risk is the failure of the counterparty to perform ~~services~~under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. inBasis risk ~~connection~~occurs ~~with~~when the ~~management~~index ~~and~~upon ~~leasing~~which ofthe ~~our~~contract ~~properties~~is ~~and~~based is more or less variable than the ~~administration~~index upon which the hedged asset ofor ~~our~~liability ~~other~~is ~~investments.~~based, ~~They~~thereby ~~will~~making bethe ~~paid~~hedge ~~fees~~less ~~for~~effective. ~~these~~Finally, ~~services~~legal enforceability risks encompass general contractual risks, ~~which~~including the risk that the counterparty will ~~reduce~~breach the ~~amount~~terms of, ~~cash~~or ~~available~~fail ~~for~~to ~~distribution~~perform its obligations under, the derivative contract. We may be unable to ~~our~~manage ~~beneficiaries~~these risks effectively.

~~The~~We ~~failure~~may ofenter ~~any bank~~into inderivative ~~which~~contracts wethat ~~deposit our funds~~ could ~~reduce~~expose ~~the~~us ~~amount~~to ofcontingent ~~cash~~liabilities wein ~~have~~the ~~available to pay distributions~~future.

WeOur ~~have~~derivative ~~diversified~~financial ~~our~~instruments ~~cash~~may ~~and~~require ~~cash~~us ~~equivalents~~to ~~among~~fund ~~several~~cash ~~banking~~payments ~~institutions~~upon inthe anearly ~~attempt~~termination toof ~~minimize~~a ~~exposure~~derivative toagreement ~~any~~caused ~~one~~by an event of ~~these~~default or ~~entities~~other early termination event. ~~However,~~ ~~the~~The ~~Federal~~amount ~~Deposit~~due ~~Insurance~~would ~~Corporation,~~be orequal ~~FDIC,~~to ~~generally~~the ~~only~~unrealized ~~insures~~loss ~~limited~~of ~~amounts~~the ~~per~~open ~~depositor~~swap ~~per~~positions ~~insured~~with the respective ~~bank.~~counterparty Weand ~~have~~could ~~cash~~also ~~and~~include ~~cash~~other ~~equivalents~~fees and ~~restricted~~charges. ~~cash~~In ~~deposited~~addition, insome ~~interest~~of ~~bearing~~these ~~transaction~~derivative ~~accounts~~arrangements atmay ~~certain~~require ~~financial~~that ~~institutions~~we inmaintain ~~excess~~specified percentages of ~~federally~~cash ~~insured~~collateral ~~levels. If~~with ~~any~~the ofcounterparty to fund potential liabilities under the ~~banking~~derivative ~~institutions~~contract. We may have to make cash payments in ~~which~~order weto ~~have~~maintain ~~deposited~~the ~~funds ultimately~~required ~~fails,~~percentage weof ~~may~~collateral ~~lose~~with the ~~portion~~counterparty. These economic losses would be reflected in our results of operations, and our ~~deposits~~ability ~~that~~to ~~exceed~~fund ~~the~~these ~~federally~~obligations ~~insured~~would ~~levels. The~~depend ~~loss~~on the liquidity of our ~~deposits could~~respective ~~reduce~~assets and access to capital at the ~~amount~~time. ofOur ~~cash~~due wediligence ~~have~~may ~~available~~not toreveal ~~distribute~~all of an entity’s liabilities and ~~could~~may ~~result~~not inreveal aother ~~decline~~weaknesses in the ~~value~~entity’s ~~of your investment~~business.

~~Financing arrangements involving balloon payment obligations may adversely affect our operations.~~13

~~Our~~Lenders ~~fixed-term~~may ~~financing arrangements generally~~ require us to ~~make “balloon” payments at maturity. During the interest only period, the amount~~ ofenter ~~each~~into ~~scheduled~~restrictive ~~payment~~covenants ~~is less than~~ that of traditional amortizing loans. The principal balance of the loan will not be reduced (except in the case of prepayments) because there are no scheduled monthly payments of principal during this period. Our ability to make a balloon payment at maturity is uncertain and may ~~depend~~have ~~upon~~an ~~our~~adverse ~~ability~~effect to obtain additional financing or our ability to sell the property or other properties in our portfolio. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on ~~terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to~~ our ~~beneficiaries and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may adversely affect our~~ operations. ~~Any of these results would have a significant, negative impact on your investment.~~

~~Increases~~In inconnection ~~interest~~with obtaining ~~rates~~certain financing, a lender could ~~increase~~impose ~~the~~restrictions ~~amount~~on ofus that affect our ~~debt~~ability ~~payments~~to ~~and~~incur ~~adversely~~additional ~~affect~~debt and our operating policies. ~~cash~~Loan ~~flow~~documents we enter into may contain customary negative covenants that may limit our ability to further leverage the asset, to discontinue insurance coverage, replace our Managing Trustee or impose other limitations. Any such restriction or limitation may have an adverse effect on our operations.

WeYour ~~may~~investment ~~borrow~~return ~~money that bears interest at variable rates which~~ may ~~expose us to increases in costs in a rising interest rate environment. Accordingly,~~ ~~increases~~be inreduced ~~interest rates would increase our interest costs, which could have a material adverse effect on our operating cash flow. In addition,~~ if ~~rising interest rates cause us to need additional capital to repay indebtedness in accordance with its terms or otherwise,~~ we ~~may~~are be required to ~~liquidate~~register ~~one~~as oran ~~more~~investment ofcompany ~~our~~under ~~investments in properties at times which may not permit realization of~~ the ~~maximum~~Investment ~~return~~Company ~~on such investments~~Act.

ToWe ~~hedge~~are ~~against~~not ~~interest~~registered, ~~rate~~and ~~fluctuations,~~do wenot ~~may~~intend ~~use~~to ~~derivative~~register, ~~financial~~as ~~instruments~~an ~~that~~investment ~~may~~company beunder ~~costly~~the ~~and~~Investment ~~ineffective~~Company ~~and~~Act ~~may~~of ~~reduce~~1940, ~~the~~as ~~overall~~amended ~~returns~~(“Investment Company Act”), based on ~~your~~exclusions ~~investment~~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:

~~From~~· ~~time~~limitations ~~to time, we may use derivative financial instruments to hedge exposures to changes in interest rates~~ on ~~loans~~capital secured by our assets. Derivative instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Our actual hedging decisions will be determined in light of the facts and circumstances existing at the time of the hedge and may differ from time to time. There is no assurance that our hedging strategy will achieve our objectives.structure;

To· ~~the~~restrictions ~~extent~~on ~~that we~~specified use derivative financial instruments to hedge against interest rate fluctuations, we are exposed to credit risk, basis risk and legal enforceability risks. In this context, credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. Basis risk occurs when the index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby making the hedge less effective. Finally, legal enforceability risks encompass general contractual risks, including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract. We may be unable to manage these risks effectively.investments;

We· ~~may~~prohibitions ~~enter~~on ~~into~~transactions ~~derivative contracts~~with ~~that~~affiliates; ~~could expose us to contingent liabilities in the future.~~ and

~~Our~~· ~~derivative~~compliance ~~financial instruments~~with ~~may~~reporting, ~~require~~record uskeeping, tovoting, ~~fund~~proxy ~~cash~~disclosure payments upon the early termination of a derivative agreement caused by an event of default or other early termination event. The amount due would be equal to the unrealized loss of the open swap positions with the respective counterparty and ~~could also include~~ other ~~fees~~rules and ~~charges.~~regulations ~~In addition, some of these derivative arrangements may require~~ that we maintain specified percentages of cash collateral with the counterparty to fund potential liabilities under the derivative contract. We may have to make cash payments in order to maintain the required percentage of collateral with the counterparty. These economic losses would besignificantly ~~reflected~~change in our ~~results of~~ operations~~, and our ability to fund these obligations would depend on the liquidity of our respective assets and access to capital at the time~~. ~~Our due diligence may not reveal all of an entity’s liabilities and may not reveal other weaknesses in the entity’s business.~~

13In 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. Mortgage-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.

~~Lenders~~To maintain compliance with the Investment Company Act exemption, we may ~~require~~be us unable to ~~enter~~sell ~~into~~assets ~~restrictive~~we ~~covenants~~would ~~that~~otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have anto ~~adverse~~acquire ~~effect~~additional onincome ~~our~~or ~~operations~~loss generating assets that we might not otherwise have acquired.

InThe ~~connection~~method we use to classify our assets for purposes of the Investment Company Act is based in large measure upon no-action positions taken by the SEC staff in the past. These no-action positions were issued in accordance with factual situations that may be substantially different from ~~obtaining~~the ~~certain~~factual ~~financing~~situations we may face, and a ~~lender~~number ~~could~~of ~~impose~~these ~~restrictions~~no-action onpositions uswere issued more than ten years ago. No assurance can be given that ~~affect~~the ~~our~~SEC ~~ability~~staff towill ~~incur~~concur ~~additional~~with ~~debt~~our ~~and~~classification of our ~~operating~~ ~~policies~~assets. ~~Loan~~In ~~documents~~addition, wethe ~~enter~~SEC ~~into~~staff may, ~~contain~~in ~~customary~~the ~~negative~~future, issue ~~covenants~~further guidance that may ~~limit~~require us to re-classify our ~~ability~~assets tofor ~~further leverage~~purposes of qualifying for exemption from regulation under the ~~property,~~Investment toCompany ~~discontinue~~Act. ~~insurance~~If ~~coverage,~~we ~~replace~~are required to re-classify our ~~Managing~~assets, ~~Trustee~~we ormay ~~impose~~no ~~other~~longer ~~limitations.~~be ~~Any~~in ~~such~~compliance ~~restriction~~with the exemption orfrom ~~limitation~~the ~~may~~definition ~~have~~of an ~~adverse~~“investment ~~effect~~company” onprovided ~~our~~by ~~operations~~Section 3(c)(5)(C) of the Investment Company Act.

~~Your~~If we are required to register as an investment company ~~return~~but fail to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought ~~may~~against us. In addition, our contracts will be ~~reduced~~unenforceable ifunless wea ~~are~~court required toenforcement, ~~register~~and asa ancourt ~~investment~~could ~~company~~appoint a ~~under~~receiver ~~the~~to ~~Investment~~take ~~Company~~control ~~Act~~of us and liquidate our business.

WeRisks ~~are~~Related ~~not registered, and do not intend~~ to ~~register,~~Investments asin anReal investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”), 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:Estate

·Our ~~limitations~~operating results will be affected by economic and regulatory changes that may have an adverse impact on ~~capital~~the ~~structure;~~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 assets.

·Our ~~restrictions~~operating onresults ~~specified~~will be ~~investments;~~subject to risks generally incident to the ownership of real estate, including:

· ~~prohibitions~~changes onin ~~transactions~~general ~~with~~economic ~~affiliates;~~or ~~and~~local conditions;

· ~~compliance~~changes ~~with~~in ~~reporting,~~supply ~~record~~of ~~keeping,~~or ~~voting,~~demand ~~proxy~~for ~~disclosure~~similar ~~and~~or ~~other~~competing ~~rules~~properties ~~and~~in ~~regulations~~an ~~that would significantly change our operations.~~area;

In· ~~order~~changes ~~to be excluded from regulation under the Investment Company Act, we must engage primarily~~ in ~~the~~interest ~~business~~rates ~~of acquiring~~ and ~~owning~~availability ~~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~~permanent ~~qualifying~~mortgage ~~real~~funds ~~estate~~that ~~assets~~may orrender ~~by engaging in business through one or more majority-owned subsidiaries, as well as other exemptions or exclusions. The position of~~ the ~~SEC~~sale ~~staff generally requires us to maintain at least 55%~~ of ~~our~~a ~~assets~~asset ~~directly~~difficult ~~in qualifying real estate interests in order for us to maintain our exemption. Mortgage-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.~~unattractive;

To· ~~maintain compliance with~~ the ~~Investment~~illiquidity ~~Company~~of ~~Act~~real ~~exemption,~~estate weinvestments 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. generally;

~~The~~· ~~method~~changes ~~we use to classify our assets for purposes of the Investment Company Act is based~~ in large measure upon no-action positions taken by the SEC staff in the past. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may facetax, ~~and~~real ~~a number of these no-action positions were issued more than ten years ago. No assurance can be given that the SEC staff will concur with our classification of our assets. In addition~~estate, ~~the~~environmental ~~SEC~~and ~~staff~~zoning ~~may, in~~laws; the future, issue further guidance that may require us to re-classify our assets for purposes of qualifying for exemption from regulation under the Investment Company Act. If we are required to re-classify our assets, we may no longer be in compliance with the exemption from the definition of an “investment company” provided by Section 3(c)(5)(C) of the Investment Company Act.and

If· weperiods ~~are~~of ~~required to~~high ~~register~~interest asrates ~~an investment company but fail to do so, we would be prohibited from engaging in our business,~~ and ~~criminal~~tight ~~and civil~~money ~~actions could be brought against us~~supply. ~~In addition, our contracts will be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.~~

~~Risks Related to Investments in Real Estate~~14

~~Our~~The ~~operating~~return ~~results~~on our real ~~will~~estate assets also may be affected by ~~economic~~a ~~and~~continued ~~regulatory~~or ~~changes~~exacerbated ~~that~~general ~~may~~economic ~~have~~slowdown anexperienced ~~adverse~~by ~~impact on~~ the ~~real~~local ~~estate~~economies ~~market~~where our inassets ~~general,~~are ~~and we~~located. We cannot assure investors that we will be profitable or that we will realize growth in the value of our real estate ~~properties~~assets.

Our remaining assets are located in the Dallas, Texas metropolitan area. As a result of this limited diversification of the geographic locations of our assets, our operating results will be ~~subject~~affected toby ~~risks~~economic ~~generally~~changes ~~incident~~that tohave ~~the~~an ~~ownership~~adverse ofimpact on the real estate, ~~including:~~market in that area.

·The ~~changes~~remaining assets that we hold in ~~general~~our portfolio 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 liquidating distributions are likely to be impacted by economic orchanges ~~local~~affecting ~~conditions;~~the real estate market in the Dallas, Texas area. An investment in our units will be subject to greater risk to the extent that we lack a geographically diversified portfolio of assets.

·We ~~changes~~may inbe ~~supply~~unable ofto sell an asset if or ~~demand~~when ~~for~~we ~~similar~~decide orto ~~competing~~do ~~properties~~so, inwhich ancould ~~area;~~adversely impact our ability to pay liquidating distributions to our beneficiaries.

·The real estate market is affected, as set forth above, by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any asset for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of an asset. If we are unable to sell an asset when we determine to do so, it could have a significant adverse effect on our cash flow, results of operations and our ability to ~~collect~~pay ~~rent~~special ~~from~~distributions ~~tenants;~~to our beneficiaries.

·We ~~increasing~~may ~~vacancy~~be ~~rates or ability~~ unable to ~~rent~~sell ~~space~~an asset on ~~favorable~~acceptable terms; and conditions, if at all.

14We intend to hold our real assets 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 an asset, and we will have no obligation to sell assets at any particular time, except upon the termination of our existence in 2016, or after such date if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs.

·If ~~changes~~we sell any of our assets in ~~interest~~tenant-in-common ~~rates~~transactions, ~~and~~those ~~availability~~sales may be viewed as sales of ~~permanent~~securities, ~~mortgage~~and ~~funds~~we ~~that~~would ~~may~~retain ~~render~~potential liability after the sale ofunder aapplicable ~~property~~securities ~~difficult or unattractive;~~laws.

·We ~~the~~may ~~illiquidity~~sell assets in tenant-in-common transactions. If we do make such sales, they may be viewed as sales of ~~real~~securities, ~~estate~~and ~~investments~~as ~~generally;~~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.

·Uninsured ~~changes~~losses inrelating to ~~tax,~~ real ~~estate,~~property ~~environmental~~or ~~and~~excessively ~~zoning~~expensive ~~laws;~~premiums ~~and~~for insurance coverage may adversely affect investors’ returns.

·Our ~~periods~~Managing Trustee will attempt to ensure that all of ~~high~~our assets, including the sold asset with a back-end promoted interest, ~~rates~~in distributable cash, are adequately insured to cover casualty losses. However, there are types of losses which are generally catastrophic in nature and ~~tight~~are ~~money~~related ~~supply~~to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters which may be uninsurable, not economically insurable or may be insurable subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential terrorist acts could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that specific coverage against terrorism be purchased by commercial property owners as a condition for providing mortgage loans. 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 assets. 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 assets incur 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 our beneficiaries 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 our beneficiaries.

~~The~~Concentration ~~return~~of on our remaining ~~real~~investments ~~estate~~in ~~assets~~one ~~also~~asset class may beleave ~~affected~~our byprofitability avulnerable ~~continued~~to ora ~~exacerbated~~downturn ~~general~~in ~~economic~~such ~~slowdown experienced by the local economies where our properties are located, including:~~sector.

·A ~~poor~~significant ~~economic~~portion ~~conditions~~of our ~~may~~remaining investments are held in one asset class. As a result, we will be subject to risks inherent in ~~defaults~~investments byin ~~tenants;~~a single type of asset. The potential effects on our revenues and corresponding cash available for distribution to our beneficiaries resulting from a downturn in the businesses conducted in this single asset class could be more pronounced than if we had more fully diversified our investments.

~~· job transfers and layoffs may cause vacancies to increase; and~~15

·The ~~increasing~~costs ~~concessions,~~of ~~reduced~~compliance ~~rental~~with environmental ~~rates~~laws orand ~~capital~~other ~~improvements~~governmental laws and regulations may beadversely ~~required~~affect toour ~~maintain~~income orand ~~limit~~the acash ~~decline~~available infor ~~occupancy~~any ~~levels~~distributions.

~~For~~All ~~these~~real property and ~~other~~the operations ~~reasons~~conducted on real property are subject to federal, westate ~~cannot~~and local laws and regulations relating to environmental protection ~~assure~~and ~~investors~~human ~~that~~health weand ~~will~~safety. beThese ~~profitable~~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 liability on tenants, owners or ~~that~~operators wefor ~~will~~the ~~realize~~costs ~~growth~~of ininvestigation or remediation of contaminated properties, regardless of fault or the ~~value~~legality of the original disposal. In addition, the presence of these substances, or the failure to properly remediate these substances, may adversely affect our ~~real~~ability ~~estate~~to ~~properties~~sell or rent such asset or to use the asset as collateral for future borrowing.

~~Our~~Some ~~remaining~~of ~~properties~~these laws and ~~are~~regulations ~~located~~have inbeen ~~the~~amended ~~Dallas,~~so ~~Texas~~as ~~metropolitan~~to ~~area.~~require Ascompliance awith ~~result~~new ofor ~~this~~more ~~limited~~stringent ~~diversification~~standards as of ~~the~~future ~~geographic~~dates. ~~locations~~Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. We cannot assure our ~~properties~~beneficiaries that future laws, ~~our~~ordinances ~~operating~~or ~~results~~regulations will not impose any material environmental liability, or that the current environmental condition of our assets will not be affected by ~~economic~~the ~~changes~~existing ~~that~~condition ~~have~~of anthe ~~adverse~~land, ~~impact~~by onoperations in the ~~real~~vicinity ~~estate~~of ~~market~~the assets, 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 ~~that~~the ~~area~~form of fines or damages for noncompliance.

~~The~~Discovery ~~remaining~~of ~~properties that~~previously ~~we hold in our portfolio are located in the Southwest United States, more specifically, in the Dallas, Texas metropolitan~~undetected ~~area.~~environmentally ~~Consequently,~~hazardous ~~because~~conditions ofmay ~~the~~adversely ~~lack~~affect ~~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~~. ~~An investment in our units will be subject to greater risk to the extent that we lack a geographically diversified portfolio of properties.~~

WeUnder various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable ~~unable~~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 ~~secure~~impose liability for release of and exposure ~~funds~~to hazardous substances, including asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real properties for ~~future~~personal ~~tenant~~injury ~~improvements~~or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, ~~which~~of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely ~~impact~~affect our ~~ability~~business, toassets ~~pay~~or ~~special~~results ~~distributions~~of operations and, consequently, amounts available for distribution to our beneficiaries.

~~When~~Our ~~tenants~~costs doassociated ~~not~~with ~~renew~~complying ~~their~~with ~~leases or otherwise vacate their space we may be required to expend substantial funds for tenant improvements and tenant refurbishments to~~ the ~~vacated~~Americans ~~space~~with inDisabilities ~~order~~Act to attract replacement tenants. We generally maintain working capital reserves for the properties we own. If these reserves or any reserves otherwise established are insufficient to meet our cash needs, we may ~~have~~affect ~~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,~~for if available, will be available on economically feasible terms or on terms acceptable to us. Any borrowing will require us to pay interest expense, and therefore our financial condition and our ability to pay special distributions ~~to our beneficiaries may be adversely affected~~.

WeOur assets, including the sold asset with a back-end promoted interest, in distributable cash, may be ~~unable~~subject to ~~sell~~the Americans with aDisabilities ~~property~~Act ifof or1990, ~~when~~as weamended ~~decide~~(the to“Disabilities doAct”). soUnder the Disabilities Act, ~~which~~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 ~~adversely~~require ~~impact~~removal ~~our~~of ~~ability~~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 ~~pay~~place ~~special~~the burden ~~distributions~~on the seller or other third party, such as a tenant, to ~~our~~ensure ~~beneficiaries~~compliance with the Disabilities Act. However, we cannot assure investors that we 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, if any.

~~The~~If ~~real~~we ~~estate~~sell ~~market is~~assets ~~affected, as set forth above,~~ by ~~many factors, such as general economic conditions, availability of~~ providing financing, ~~interest~~to ~~rates and other factors~~purchasers, ~~including supply and demand, that are beyond our control. We cannot predict whether~~ we will bebear ~~able to sell any property for~~ the ~~price~~risk orof ondefault ~~the terms set~~ by ~~us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict~~ the ~~length of time needed to find a willing~~ purchaser ~~and to close the sale of a property~~. If we are unable to sell a property when we determine to do so, it could have a significant adverse effect on our cash flow, results of operations and our ability to pay special distributions to our beneficiaries.

WeIf we decide to sell any of our assets, we intend to use our best efforts to sell them for cash. However, in some instances we may sell our assets 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 ~~unable~~to remedies provided by law, which could negatively impact our distributions to our beneficiaries. There are no limitations or restrictions on our ability to ~~sell~~take purchase money obligations. We may, therefore, take a ~~property~~purchase onmoney ~~acceptable~~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 asset being sold is located and the then-prevailing economic conditions. If we receive promissory notes or other asset in lieu of cash from asset sales, ifthe atdistribution ~~all~~of the proceeds of sales to our beneficiaries will be delayed until the promissory notes or other asset are actually paid, sold, refinanced or otherwise disposed of. In some cases, we may receive initial down payments in cash and other asset 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 distributions to our beneficiaries.

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 in 2016, or after such date if our Managing Trustee determines that an extension is reasonably necessary to wind up our affairs.16

15Risks Related to Conflicts of Interest

We ~~may~~will ~~suffer~~be ~~adverse consequences~~subject ~~due~~ to ~~the~~conflicts of ~~financial~~interest ~~difficulties,~~arising ~~bankruptcy~~out orof ~~insolvency~~our ofrelationships with our ~~tenants.~~Managing Trustee and its affiliates, including the material conflicts discussed below.

~~Recent~~Our ~~economic~~Managing ~~conditions have~~Trustee ~~caused,~~ and ~~may continue to cause, our tenants to experience financial difficulties, including bankruptcy, insolvency or~~certain aof ~~general~~its ~~downturn~~key inpersonnel ~~their business. We cannot assure you that any tenant that files for bankruptcy protection~~ will ~~continue to~~face ~~pay~~competing usdemands ~~rent. A bankruptcy filing by or~~ relating to ~~one~~their ~~of our tenants or a lease guarantor would bar efforts by us to collect pre-bankruptcy debts from that tenant or lease guarantor~~time, orand ~~its~~this ~~property,~~may ~~unless~~cause ~~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~~investment toreturns collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by a tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us ~~in full~~suffer. 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~~Our ~~that~~Managing ~~have~~Trustee and ~~significant~~certain ~~vacancies~~of ~~could~~its bekey ~~difficult~~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 ~~sell~~ours and may have other business interests as well. Because these persons have competing interests on their time and resources, ~~which~~they ~~could~~may ~~diminish~~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 ~~return~~returns on anour ~~investment.~~investments may suffer.

AOur ~~property~~Managing ~~may~~Trustee ~~incur~~will ~~vacancies~~face ~~either~~conflicts ~~by the continued default~~ of ~~tenants~~interest ~~under~~relating ~~their~~to ~~leases~~joint ~~or the expiration of tenant leases. If vacancies continue for a long period of time~~ventures, wewhich ~~may~~could ~~suffer~~result ~~reduced revenues resulting~~ in a ~~reduction~~disproportionate inbenefit ~~the total return~~ to ~~our beneficiaries. In addition, the resale value of the property could be diminished because the market value of~~ a ~~particular~~Behringer ~~property will depend principally~~program ~~upon~~or ~~the~~third ~~value~~party ofother ~~the~~than ~~leases of such property~~us.

We ~~are~~have ~~dependent~~entered oninto ~~tenants~~joint ventures with third parties having investment objectives similar to ours for ~~our~~the ~~revenue,~~acquisition or development of assets. We have also purchased and ~~lease~~developed ~~terminations~~assets ~~could~~in ~~reduce~~joint ventures or ~~prevent~~in ~~special~~partnerships, ~~distributions~~co-tenancies toor ~~our~~other ~~beneficiaries~~co-ownership arrangements with the sellers of the assets, affiliates of the sellers, developers or other persons. Such investments may involve risks not otherwise present with other methods of investment in real estate, including, for example:

~~The~~· ~~success of our real property investments is materially dependent on~~ the ~~financial~~possibility ~~stability~~that of our ~~tenants.~~co-venturer, ~~A default by a significant~~ co-tenant on ~~its~~or ~~lease~~partner ~~payments~~in ~~to us would cause us to lose the revenue associated with such lease and cause us to have to find~~ an alternative source of revenue to meet mortgage payments and prevent a foreclosure if the property is subject to a mortgage. 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~~might ~~re-letting~~become 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.bankrupt;

If· wethe ~~sell~~possibility ~~any~~that ofthe investment requires additional capital that we and/or our ~~properties~~ inpartner ~~tenant-in-common~~do ~~transactions~~not have, ~~those~~which ~~sales~~lack ~~may~~of becapital ~~viewed~~could asaffect ~~sales~~the performance of ~~securities,~~the investment and/or wedilute ~~would~~our ~~retain~~interest ~~potential~~if ~~liability after~~ the ~~sale~~partner ~~under~~were ~~applicable~~to ~~securities~~contribute ~~laws.~~our share of the capital;

We· ~~may~~that ~~sell properties in tenant-in-common transactions. If we do make~~ such ~~sales~~co-venturer, ~~they may be viewed as sales of securities, and as a result, if the purchasers in the tenant~~co-~~in-common~~tenant ~~transaction~~or ~~had~~partner ~~post-closing~~may ~~claims,~~at ~~they~~any ~~could~~time ~~bring~~have ~~claims~~economic ~~under~~or ~~applicable~~business ~~securities~~interests ~~laws. Those~~or ~~claims~~goals ~~could~~which ~~have~~are aor ~~material~~which ~~adverse~~become ~~effect~~inconsistent ~~upon~~with our business ~~and~~interests ~~results~~or ~~of operations.~~goals;

If· wethat ~~set~~such ~~aside~~co-venturer, ~~insufficient working~~co-tenant ~~capital~~or ~~reserves,~~partner we may be ~~required~~in a position to ~~defer~~take ~~necessary~~action ~~property~~contrary ~~improvements.~~to our instructions or requests or contrary to our policies or objectives;

If· ~~we do not estimate enough reserves for working capital to supply needed funds for capital improvements throughout~~ the ~~life~~possibility ofthat ~~the investment in a property,~~ we may beincur ~~required~~liabilities toas ~~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.~~action Iftaken ~~this~~by ~~happens,~~our ~~we may not be able to maintain projected rental rates for affected properties~~co-venturer, ~~and our~~co-tenant ~~results~~or ofpartner; ~~operations may be negatively impacted.~~or

~~Uninsured~~· ~~losses~~that ~~relating~~ such partner may exercise buy/sell rights that force us to ~~real~~either ~~property~~acquire the entire investment, or ~~excessively~~dispose ~~expensive~~of ~~premiums~~our ~~for~~share, ~~insurance~~at ~~coverage~~a time and price that may ~~adversely~~not ~~affect~~be ~~investors’~~consistent ~~returns.~~with our investment objectives.

~~Our~~Actions ~~Managing~~by Trustee will attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are types of losses which are generally catastrophic in nature and are related to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters which may be uninsurable, not economically insurable or may be insurable subject to limitations, such asa ~~large deductibles or~~ co-~~payments. Insurance risks associated with potential terrorist acts could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally~~venturer, ~~mortgage lenders in some cases have begun to~~ ~~insist~~co-tenant ~~that specific coverage against terrorism be purchased by commercial property owners as a condition for providing mortgage loans. It is uncertain whether such insurance policies will be available,~~ or ~~available~~partner atmight 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~~result ~~that any~~ of ~~our~~subjecting ~~properties~~the ~~incur~~property ato ~~casualty~~liabilities ~~loss~~in ~~which~~excess ~~is not fully covered by insurance, the value~~ of ~~our~~those ~~assets~~contemplated ~~will~~and ~~be reduced by any such uninsured loss. In addition, other than the working capital reserve or other reserves we~~ may ~~establish, we~~ have the noeffect ~~source~~ of ~~funding~~reducing ~~to repair or reconstruct any uninsured damaged property, and we cannot assure our~~ beneficiaries’ ~~that any such sources of funding will be available to us for such purposes in the future~~returns. ~~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 our beneficiaries.~~

16Affiliates of our Managing Trustee have sponsored, or are currently sponsoring, registered public offerings on behalf of TIER REIT, Inc., (“TIER REIT”) (formerly Behringer Harvard REIT I, Inc.), Behringer Harvard Opportunity REIT I, Inc. (“Behringer Harvard Opportunity REIT I”), Behringer Harvard Opportunity REIT II, Inc. (“Behringer Harvard Opportunity REIT II”), Monogram Residential Trust, Inc. (“Monogram”) (formerly Behringer Harvard Multifamily REIT I, Inc.) and Behringer Harvard Mid-Term Value Enhancement Liquidating Trust (successor in interest to Behringer Harvard Mid-Term Value Enhancement Fund I LP). Because our Managing Trustee or its affiliates have advisory and management arrangements with other Behringer programs, it is likely that they will encounter opportunities to acquire or sell assets to the benefit of one of the Behringer programs, but not others. Our Managing Trustee or its affiliates may make decisions to sell certain assets, which decisions might disproportionately benefit a Behringer program other than us.

~~Concentration~~The ofManaging ~~our~~Trustee and certain ~~remaining~~of ~~investments~~its inaffiliates ~~one~~face ~~property~~conflicts ~~class~~of ~~may~~interest ~~leave~~caused ~~our~~by ~~profitability~~their ~~vulnerable~~compensation toarrangements awith ~~downturn~~us, which could result in ~~such~~actions ~~sector~~that are not in the long-term best interests of our beneficiaries.

AOur ~~significant~~Managing ~~portion~~Trustee and certain of ~~our~~its ~~remaining~~affiliates, ~~investments~~including ~~are~~our ~~held~~Property ~~in one property class. As a result~~Manager, weare ~~will~~entitled ~~be subject~~ to ~~risks~~substantial ~~inherent~~fees infrom ~~investments in~~us aunder ~~single~~the ~~type~~terms of ~~property. The potential effects on~~ our ~~revenues and corresponding cash available for distribution to our beneficiaries~~Liquidating ~~resulting~~Trust ~~from~~Agreement aand ~~downturn~~property inmanagement ~~the~~agreement. ~~businesses~~These ~~conducted~~fees inwere ~~this~~not ~~single~~negotiated ~~asset~~at ~~class~~arm’s ~~could~~length beand ~~more~~reduce ~~pronounced~~the ~~than~~amount ~~if we had more~~of ~~fully~~cash ~~diversified~~available ~~our~~for ~~investments~~distributions.

~~The~~These ~~costs of compliance~~fees ~~with~~could ~~environmental~~influence ~~laws~~our ~~and~~Managing ~~other~~Trustee’s ~~governmental~~advice ~~laws~~to ~~and~~us, ~~regulations~~as ~~may~~well ~~adversely~~as ~~affect~~the ~~our~~judgment ~~income~~of ~~and~~its ~~the~~affiliates ~~cash~~performing ~~available~~services for ~~any~~ ~~distributions~~us. Among other matters, these compensation arrangements could affect their judgment with respect to:

~~All~~· ~~real property and the operations conducted on real property are subject to federal~~continuing, ~~state~~renewing ~~and~~or ~~local~~enforcing ~~laws~~our ~~and~~agreements ~~regulations~~with ~~relating~~our toManaging ~~environmental protection~~Trustee and ~~human~~its ~~health and safety. These laws and regulations generally govern wastewater discharges~~affiliates, ~~air~~including ~~emissions,~~ the ~~operation~~ ~~and~~advisory ~~removal~~management ofagreement ~~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 liability 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 ormanagement ~~to use the property as collateral for future borrowing.~~agreement;

~~Some~~· ofproperty 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 our beneficiaries that future lawssales, ~~ordinances~~which orreduce ~~regulations~~the ~~will~~asset ~~not~~management ~~impose~~and ~~any~~property ~~material~~management ~~environmental liability,~~fees orpayable ~~that~~to ~~the current environmental condition of~~ our ~~properties~~Managing ~~will~~Trustee ~~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 byits ~~the~~affiliates ~~activities~~but ofalso ~~unrelated~~entitle ~~third~~them ~~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,~~real ~~and~~estate ~~which may subject us to liability in the form of fines or damages for noncompliance.~~commissions;

~~Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.~~ 17

~~Under~~· ~~various~~borrowings ~~federal, state~~to ~~and~~refinance ~~local environmental laws~~assets, 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~~increase ~~be used or businesses may be operated, and these restrictions may require substantial expenditures. Environmental laws provide for sanctions in~~ the ~~event~~debt offinancing ~~noncompliance~~fees ~~and~~payable ~~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,~~Managing ~~assets or results of operations and, consequently, amounts available for distribution to our beneficiaries.~~Trustee;

~~Our~~· ~~costs~~determining ~~associated with~~the ~~complying~~compensation ~~with~~paid ~~the~~to ~~Americans~~employees ~~with~~for ~~Disabilities~~services ~~Act~~provided ~~may~~to ~~affect~~us, ~~cash~~which ~~available~~could be influenced in part by whether or not the Managing Trustee is reimbursed by us for ~~distributions.~~the related salaries and benefits; and

~~Our~~· ~~properties~~whether 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~~when bywe ~~disabled persons.~~seek 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~~sell ~~with~~our ~~disabilities. The~~assets, ~~Disabilities~~which ~~Act’s~~sale ~~requirements~~ could ~~require~~entitle 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~~Managing ~~used~~Trustee ~~for~~real ~~Disabilities Act~~estate ~~compliance may affect cash available for distributions and the amount of distributions, if any~~commissions.

IfThe wefees ~~sell~~our ~~properties~~Managing Trustee byreceives ~~providing~~in ~~financing~~connection towith ~~purchasers~~transactions involving the management of an asset are based on the cost of the investment, weincluding the ~~will~~amount ~~bear~~budgeted for the ~~risk~~development and construction of ~~default~~each byasset, and are not based on the ~~purchaser~~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.

IfWe ~~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~~restricted toin ~~remedies provided by law, which could negatively impact~~ our ~~distributions to our beneficiaries. There are~~ ~~no limitations or restrictions on our~~ ability to ~~take~~replace 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~~Property ~~will~~Manager 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 acertain ~~financing arrangement with us, it could negatively impact our ability to pay distributions to our beneficiaries~~circumstances.

17Under 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 assets.

WeOur Managing ~~may~~Trustee ~~have~~and tocertain ~~make~~of ~~significant~~its ~~capital~~key ~~expenditures~~personnel face conflicts of interest related to ~~maintain~~the ~~lodging~~positions ~~facilities.~~they hold with affiliated entities, which could diminish the value of the services they provide to us.

~~Hotels~~Certain of the key personnel ~~have~~of anBehringer ~~ongoing~~Advisors ~~need~~II ~~for~~are ~~renovations~~also officers of our Property Manager, our dealer manager and other ~~capital~~affiliated ~~improvements~~entities. As a result, these ~~including~~individuals ~~replacement~~owe offiduciary ~~furniture~~duties to these other entities, ~~fixtures~~which may conflict with the fiduciary duties that they owe to us and ~~equipment~~our investors. Conflicts with our business and interests are most likely to arise from involvement in activities related to ~~Generally~~(1) allocation of management time and services between us and the other entities, we(2) ~~will~~the betiming ~~responsible~~and ~~for~~terms of the ~~costs~~sale of ~~these~~an ~~capital~~asset, (3) ~~improvements~~development of our assets by affiliates, ~~which~~(4) ~~gives~~investments ~~rise~~with affiliates of our Managing Trustee, (5) compensation to our ~~the~~Managing ~~following~~Trustee, ~~risks:~~and (6) our relationship with our dealer manager and Property Manager.

·Because ~~cost~~we ~~overruns~~rely on affiliates of Behringer Holdings for the provision of property management services, 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 ~~delays;~~costly disruption of our business.

·Behringer ~~renovations~~Holdings, ~~can~~through one beor ~~disruptive~~more toof ~~operations~~its subsidiaries, owns and ~~can~~controls ~~displace~~our ~~revenue~~Property atManager. The operations of our Property Manager rely substantially on Behringer Holdings. In light of the ~~hotels~~common ownership of this entity and its reliance on Behringer Holdings, ~~including~~we ~~revenue~~consider ~~lost~~the financial ~~while~~condition ~~rooms~~of ~~under~~Behringer ~~renovation~~Holdings ~~are~~when ~~out~~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 ~~the~~is ~~cost~~no ofseparate ~~funding~~counsel for ~~renovations~~us and ~~the~~our ~~possibility~~affiliates, ~~that~~which ~~financing~~could ~~for~~result ~~these~~in ~~renovations~~conflicts ~~may~~of ~~not be available on attractive terms or at all; and~~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 ~~risk~~future that the ~~return~~interests onof 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 ~~investment~~interests appear to be in ~~these~~conflict ~~capital~~with ~~improvements~~those ~~will~~of our Managing Trustee or its affiliates, additional counsel may be ~~less~~retained ~~than~~by ~~expected~~one or more of the parties to assure that their interests are adequately protected. Moreover, should such a conflict not be readily apparent, or otherwise not recognized, DLA Piper LLP (US) may inadvertently act in derogation of the interest of the parties which could affect us and, therefore, our beneficiaries, and our ability to meet our investment objectives.

~~If we~~Federal ~~have~~Income ~~insufficient~~Tax ~~cash to fund needed capital expenditures, then we will need to borrow money to fund future capital improvements.~~Risks

WeThere can be no assurance ~~are~~that ~~dependent~~the onLiquidating ~~third-party~~Trust ~~managers~~will ofbe ~~lodging~~treated ~~facilities~~as a partnership for federal income tax purposes.

WeThe Liquidating Trust is ~~depend~~intending onto ~~independent~~be ~~management~~treated ~~companies~~as toa ~~adequately~~continuation ~~operate~~of ~~our~~the ~~hotel.~~Partnership Weand ~~may~~classified ~~not~~as ~~have~~a ~~the~~partnership ~~authority~~for tofederal ~~require~~income ~~any~~tax ~~hotel~~purposes, and totherefore beincome, ~~operated~~gains, inlosses, adeductions ~~particular~~and ~~manner~~credits or(if toany) ~~govern~~realized ~~any~~by ~~particular~~the ~~aspect~~Liquidating ofTrust will be allocated among the beneficiaries ~~daily~~for ~~operations~~federal oftax ~~any~~purposes ~~hotel~~in ~~(for~~the ~~instance,~~same ~~setting room~~manner ~~rates).~~as ~~Thus,~~previously ~~even~~allocated ifby wethe ~~believe~~Partnership. Further, ~~our~~with the ~~hotel~~transfer isof ~~being~~all ~~operated~~of ~~inefficiently~~the orPartnership’s inremaining aassets ~~manner~~to ~~that~~the ~~does~~Liquidating ~~not~~Trust ~~result~~and inthe ~~satisfactory occupancy~~assumption ~~rates,~~by ~~revenue~~the ~~per~~Liquidating Trust ~~available~~of ~~room~~all ~~and~~of ~~average~~the ~~daily~~Partnership’s ~~rates~~remaining liabilities, weit ~~may~~is ~~not~~contemplated that there will be ~~able~~no change to ~~force~~ the ~~management~~adjusted basis ~~company~~of toany ~~change its~~beneficiary’s ~~method~~interest ofin ~~operation~~the ofLiquidating ~~our~~Trust ~~hotel.~~and Wethe ~~can~~beneficiaries ~~only~~will ~~seek~~each ~~remedies~~have ~~against~~an aadjusted ~~management~~basis ~~company~~with respect to ~~the~~such ~~extent~~beneficiary’s ~~that~~beneficial itinterest ~~violates~~in the ~~terms~~ ofLiquidating ~~the~~Trust ~~applicable~~equal ~~management~~to ~~agreement~~the ~~and~~adjusted ~~such~~basis ~~remedies~~of ~~are~~such ~~provided~~beneficiary’s limited ~~for~~partnership ~~under~~interest in the ~~terms~~Partnership ofimmediately prior to the ~~management~~Effective ~~agreement~~Date. On Ina yearly basis, the Managing Trustee will cause the ~~event~~Liquidating ~~that~~Trust weto ~~need~~continue to ~~replace~~issue ~~any~~a ofSchedule ~~our~~K-1 ~~management~~to ~~companies~~each beneficiary. However, wethere ~~may~~ can be ~~required~~no byassurance that the ~~terms~~Liquidating ofTrust ~~the~~will ~~management~~be ~~agreement to~~treated ~~pay~~as ~~substantial~~a ~~termination~~partnership ~~fees~~for ~~and~~federal ~~may~~income ~~experience~~tax ~~significant~~purposes. We ~~disruptions~~will advise atyou if we learn that the ~~affected~~tax ~~hotels~~treatment of the Liquidating Trust is other than as described herein.

~~Risks Related to Conflicts of Interest~~18

WeThe state and local tax ~~will~~consequences beof ~~subject~~the transfer of assets to ~~conflicts~~the Liquidating Trust may be different from the federal income tax consequences of ~~interest~~such transfer. In ~~arising~~addition, ~~out~~any items of ~~our~~income, ~~relationships~~gain, ~~with~~loss, ~~our~~deduction ~~Managing~~or ~~Trustee~~credit ~~and~~of ~~its~~the ~~affiliates~~Liquidating Trust, ~~including~~and any distribution made by the ~~material~~Liquidating ~~conflicts~~Trust, ~~discussed~~may ~~below~~be treated differently for state and local tax purposes than for federal income tax purposes.

~~Our Managing~~The ~~Trustee~~Internal ~~and~~Revenue ~~certain~~Service may ofchallenge ~~its~~our ~~key~~characterization ~~personnel~~of ~~will~~material ~~face~~tax ~~competing~~aspects ~~demands~~of ~~relating~~an toinvestment ~~their~~in ~~time, and this may cause~~ our ~~investment returns~~units toof ~~suffer.~~beneficial interest.

~~Our~~An investment in units ~~Managing~~involves ~~Trustee~~material ~~and~~income ~~certain~~tax ofrisks. ~~its~~Beneficiaries ~~key~~are ~~personnel~~urged ~~and~~to consult with their ~~respective~~own ~~affiliates~~tax ~~are~~advisor ~~general~~with ~~partners~~respect to the federal, state and ~~sponsors~~foreign tax considerations of ~~other~~an ~~real~~investment in our units. We will not seek any rulings from the Internal Revenue Service ~~estate~~regarding ~~programs~~any ~~having~~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 ~~objectives~~in ~~and~~our units, investors should be aware that the opinion represents only our counsel’s best legal ~~and~~judgment, ~~financial~~based ~~obligations~~upon ~~similar~~representations and assumptions referred to ~~ours~~therein and ~~may~~conditioned ~~have~~upon the ~~other~~existence ~~business~~of ~~interests as~~certain ~~well~~facts. ~~Because~~Our ~~these~~counsel’s ~~persons~~tax ~~have~~opinion ~~competing~~has ~~interests~~no binding effect on ~~their~~the ~~time~~Internal ~~and~~Revenue ~~resources~~Service or any court. Accordingly, ~~they~~we ~~may~~cannot ~~have~~assure ~~conflicts~~investors ofthat ~~interest~~the conclusions reached in ~~allocating~~the tax opinion, if contested, would be sustained by any ~~their~~court. ~~time~~In ~~between~~addition, our ~~business~~counsel ~~and~~is ~~these~~unable ~~other~~to ~~activities.~~form ~~During~~an ~~times~~opinion ofas ~~intense~~to ~~activity~~the inprobable ~~other~~outcome ~~programs~~of ~~and~~the ~~ventures~~contest of certain material tax aspects, ~~they~~including whether we will be characterized as a “dealer” so that sales of our assets would give rise to ordinary ~~may~~income ~~devote~~rather ~~less~~than ~~time~~capital gain, and ~~resources~~whether we are required to ~~our~~qualify ~~business~~as ~~than~~a istax ~~necessary~~shelter orunder ~~appropriate~~the Internal Revenue Code. IfOur ~~this~~counsel also ~~occurs,~~gives no opinion as to the ~~returns~~tax onconsiderations ~~our~~to ~~investments~~investors of tax issues that have an impact at the individual or beneficiary ~~may~~level. ~~suffer~~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.

~~Our Managing~~Investors ~~Trustee~~may ~~will~~realize ~~face~~taxable income ~~conflicts~~without ofcash ~~interest relating to joint ventures~~distributions, ~~which~~and ~~could~~may ~~result~~have ~~in a disproportionate benefit~~ to ause ~~Behringer~~funds ~~program~~from orother ~~third~~sources ~~party~~to ~~other~~pay ~~than~~their ustax liabilities.

WeBeneficiaries will be required ~~have~~to ~~entered~~report ~~into~~their ~~joint~~allocable ~~ventures~~share ~~with~~of ~~third~~our ~~parties~~taxable ~~having~~income ~~investment~~on ~~objectives~~their ~~similar~~personal toincome ~~ours~~tax ~~for~~return ~~the~~regardless ~~acquisition,~~of ~~development~~whether they have received orany ~~improvement~~cash ofdistributions ~~properties~~from us. WeIt ~~have~~is ~~also~~possible ~~purchased~~that ~~and~~units ~~developed~~of ~~properties~~beneficial ininterest ~~joint~~will ~~ventures~~be orallocated taxable income in ~~partnerships,~~excess ~~co-tenancies~~of ortheir ~~other~~cash ~~co-ownership~~distributions. ~~arrangements~~We ~~with~~cannot ~~the~~assure ~~sellers~~beneficiaries ofthat ~~the~~cash ~~properties,~~flow ~~affiliates~~will ofbe ~~the~~available ~~sellers,~~for ~~developers~~distribution orin ~~other~~any ~~persons~~year. ~~Such~~ ~~investments~~As ~~may~~a ~~involve~~result, beneficiaries ~~risks~~may ~~not~~have ~~otherwise~~to ~~present~~use ~~with~~funds from other ~~methods~~sources ofto ~~investment~~pay intheir ~~real~~tax ~~estate, including, for example:~~liability.

·We ~~the~~could ~~possibility~~be ~~that~~characterized as ~~our~~a ~~co-venturer,~~publicly ~~co-tenant~~traded orpartnership, ~~partner~~which inwould have an ~~investment~~adverse ~~might~~tax ~~become~~effect ~~bankrupt;~~on investors.

·If the ~~possibility~~Internal ~~that~~Revenue Service ~~the~~were ~~investment~~to ~~requires~~classify ~~additional~~us ~~capital~~as ~~that~~a publicly traded partnership, we could be taxable as a corporation, and~~/or~~ ~~our~~distributions ~~partner~~made doto beneficiaries could be treated as portfolio income rather than passive income. Our counsel has given its opinion that we will not ~~have~~be classified as a publicly traded partnership, which ~~lack~~is defined generally as a partnership whose interests are publicly traded or frequently transferred. However, this opinion is based only upon certain representations of ~~capital~~our ~~could~~former ~~affect~~General Partners and the ~~performance~~provisions in ofour Liquidating Trust Agreement that attempt to comply with certain safe harbor standards adopted by the ~~investment~~Internal ~~and/~~Revenue Service. We cannot assure beneficiaries that the Internal Revenue Service will not challenge this conclusion or ~~dilute~~that ~~our~~we ~~interest~~will ifnot, at some time in the ~~partner~~future, ~~were~~be totreated ~~contribute~~as ~~our~~a ~~share~~publicly oftraded partnership due to the ~~capital;~~following factors:

· ~~that~~the ~~such~~complex ~~co-venturer,~~nature ~~co-tenant~~of orthe ~~partner~~Internal ~~may~~Revenue atService ~~any~~safe ~~time have economic or business interests or goals which are or which become inconsistent with our business interests or goals~~harbors;

· ~~that~~the ~~such~~lack ~~co-venturer,~~of ~~co-tenant~~interpretive orguidance ~~partner~~with ~~may~~respect ~~be in a position~~ to ~~take~~such ~~action contrary to our instructions or requests or contrary to our policies or objectives~~provisions; and

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

·The ~~the~~deductibility ~~possibility~~of ~~that~~losses will webe ~~may~~subject ~~incur~~to ~~liabilities~~passive asloss ~~the~~limitations, ~~result~~and oftherefore ~~the~~their ~~action~~deductibility ~~taken~~will bybe ~~our co-venturer, co-tenant or partner; or~~limited.

·Units ~~that~~of ~~such~~beneficial ~~partner~~interest will ~~may~~be ~~exercise~~allocated ~~buy/sell~~their ~~rights~~pro ~~that~~rata ~~force~~share usof our tax losses. Section 469 of the Internal Revenue Code limits the allowance of deductions for losses attributable to ~~either~~passive ~~acquire~~activities, which are defined generally as activities in which the ~~entire~~taxpayer ~~investment~~does not materially participate. Any tax losses allocated to investors will be characterized as passive losses, orand ~~dispose~~accordingly, the deductibility of ~~our~~such ~~share,~~losses atwill be subject to these limitations. Losses from passive activities are generally deductible only to the extent of a ~~time~~taxpayer’s ~~and~~income ~~price~~or ~~that~~gains ~~may~~from passive activities and will not be ~~consistent~~allowed ~~with~~as ~~our~~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. ~~objectives~~Accordingly, beneficiaries may receive no current benefit from their share of tax losses unless they are currently being allocated passive income from other sources.

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 beneficiaries’ returns.19

~~Affiliates of~~The ~~our~~Internal ~~Managing~~Revenue ~~Trustee have sponsored, or are currently sponsoring, registered public offerings on behalf of TIER REIT, Inc.,~~Service ~~(“TIER~~may ~~REIT”)~~challenge (formerly Behringer Harvard REIT I, Inc.), Behringer Harvard Opportunity REIT I, Inc. (“Behringer Harvard Opportunity REIT I”), Behringer Harvard Opportunity REIT II, Inc. (“Behringer Harvard Opportunity REIT II”), Behringer Harvard Multifamily REIT I, Inc. (“Behringer Harvard Multifamily REIT”) and Behringer Harvard Mid-Term Value Enhancement Fund I LP (“Behringer Harvard Mid-Term Value Enhancement Fund”). Behringer Harvard Advisors I LP (an entity that is under common control with our ~~Managing~~allocations ~~Trustee, Behringer Advisors II), acts as managing trustee~~ of ~~Behringer Harvard~~profit ~~Mid-Term Value Enhancement Liquidating Trust (successor in interest to Behringer Harvard Mid-Term Value Enhancement Fund). Because our Managing Trustee or its affiliates have advisory~~ and ~~management arrangements with other Behringer programs~~loss, itand ~~is likely~~any ~~that~~reallocation ~~they will encounter opportunities to acquire or sell properties to the benefit~~ of ~~one~~items of ~~the Behringer programs~~income, ~~but not others. Our Managing Trustee or its affiliates may make decisions to sell certain properties~~gain, ~~which~~deduction ~~decisions~~and ~~might~~credit ~~disproportionately~~could reduce ~~benefit~~anticipated atax ~~Behringer program other than us~~benefits.

~~The~~Counsel has given its opinion ~~Managing~~that ~~Trustee~~it ~~and~~is ~~certain~~more oflikely ~~its~~than ~~affiliates~~not ~~face~~that ~~conflicts~~partnership items of ~~interest~~income, ~~caused~~gain, byloss, ~~their~~deduction ~~compensation~~and ~~arrangements~~credit will be allocated among our beneficiaries substantially in accordance with usthe allocation provisions of the Liquidating Trust Agreement. We cannot assure investors, however, ~~which~~that the Internal Revenue Service will not successfully challenge the allocations in the Liquidating Trust Agreement and ~~could~~reallocate ~~result~~items of income, gain, loss, deduction and credit in ~~actions~~a manner that reduces anticipated tax benefits. The tax rules applicable to allocation of items of taxable income and loss are ~~not~~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 ~~long-term~~future ~~best~~and ~~interests~~which ofcannot ~~our~~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.

~~Our Managing~~We ~~Trustee~~may ~~and~~be ~~certain~~characterized ofas a ~~its affiliates~~dealer, ~~including~~and ~~our~~if ~~Property Manager~~so, ~~are~~any ~~entitled~~gain torecognized ~~substantial~~upon ~~fees~~a ~~from~~sale ~~us under the terms~~ of ~~our~~real ~~Liquidating Trust Agreement and~~ property ~~management~~would ~~agreement.~~be ~~These~~taxable ~~fees~~to ~~were~~investors ~~not~~as ~~negotiated~~ordinary ~~at arm’s length and reduce the amount of cash available for distributions~~income.

~~These~~If we are deemed for tax ~~fees~~purposes ~~could~~to ~~influence~~be ~~our~~a ~~Managing~~dealer, ~~Trustee’s~~defined ~~advice~~as one who holds an asset primarily for sale to uscustomers in the ordinary course of business, with asrespect ~~well~~to one or more of our assets, any gain recognized upon a sale of such real property will be taxable to investors as ordinary ~~the~~income ~~judgment~~and will also constitute unrelated business taxable income (“UBTI”) to investors who are tax-exempt entities. The resolution of ~~its~~our ~~affiliates~~status ~~performing~~in ~~services~~this regard is dependent upon facts that will not be known until the time an asset is sold or held for ussale. ~~Among~~Under ~~other~~existing ~~matters~~law, ~~these~~whether ~~compensation~~property ~~arrangements~~is ~~could~~held ~~affect~~primarily ~~their~~for ~~judgment~~sale ~~with~~to ~~respect~~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 assets primarily for sale to customers in the ordinary course of business.

·We ~~continuing,~~may ~~renewing~~be oraudited ~~enforcing~~by ~~our~~the ~~agreements~~Internal Revenue ~~with~~Service, ~~our~~which ~~Managing~~could ~~Trustee~~result ~~and~~in ~~its~~the ~~affiliates,~~imposition ~~including~~of ~~the~~additional ~~advisory~~tax, ~~management~~interest ~~agreement~~ and ~~the property management agreement;~~penalties.

·Our ~~property~~federal ~~sales~~income tax returns may be audited by the Internal Revenue Service. Any audit of us could result in an audit of beneficiaries’ tax return that may require adjustments of items unrelated to an investment in us, ~~which~~in ~~reduce~~addition to adjustments to various items. In the ~~asset~~event of ~~management~~any ~~and~~such ~~property~~adjustments, ~~management~~beneficiaries might incur attorneys’ fees, ~~payable~~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 ormay ~~its~~cause ~~affiliates~~us ~~but~~to ~~also~~elect ~~entitle~~to ~~them~~be treated as an electing large partnership. If they do, we could take advantage of simplified flow-through reporting of items. Adjustments to ~~real~~items ~~estate~~would ~~commissions;~~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 ~~borrowings~~and local taxes and a requirement to ~~refinance~~withhold ~~properties~~state taxes may apply, ~~which~~and ~~increase~~if so, the ~~debt~~amount ~~financing~~of ~~fees~~net cash from operations payable to ~~our~~investors ~~Managing~~would ~~Trustee;~~be reduced.

·The ~~determining~~state ~~the~~in ~~compensation~~which ~~paid~~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 assets may impose income taxes upon its share of our taxable income allocable to ~~employees~~any ~~for~~property ~~services~~located ~~provided~~in that state. Many states have also implemented or are implementing programs to usrequire entities classified as partnerships to withhold and pay state income taxes owed by non-resident partners relating to income-producing assets located in their states, ~~which~~and ~~could~~we may be ~~influenced~~required to withhold state taxes from cash distributions otherwise payable. Beneficiaries may also be required to file income tax returns in ~~part~~some states and report their share of income attributable to ownership and operation by ~~whether~~the Liquidating Trust of assets 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 ~~Managing~~amounts ~~Trustee~~distributable isto ~~reimbursed~~our beneficiaries. byIn usthe event we are required to withhold state taxes from cash distributions, the amount of the net cash from operations otherwise payable 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. Beneficiaries are urged to consult with their own tax advisors with respect to the ~~related~~impact ~~salaries~~of applicable state and ~~benefits;~~local taxes and state tax withholding requirements on an investment in our units.

·Legislative ~~whether~~or ~~and~~regulatory ~~when~~action ~~we seek to sell our assets, which sale~~ could ~~entitle~~adversely affect ~~our Managing Trustee real estate commissions~~investors.

~~The fees~~In ~~our~~recent ~~Managing~~years, ~~Trustee~~numerous ~~receives~~legislative, injudicial and ~~connection~~administrative ~~with~~changes ~~transactions~~have ~~involving~~been made in the ~~management~~provisions of the federal income tax laws applicable to investments similar to an ~~asset~~investment ~~are~~in ~~based~~our onunits. Additional changes to the ~~cost~~tax laws are likely to continue to occur, and we cannot assure investors ofthat any such changes will not adversely affect the taxation of a beneficiary. Any such changes could have an adverse effect on an investment, ~~including~~in ~~the~~our ~~amount~~units ~~budgeted~~or ~~for~~on the ~~development,~~market ~~construction,~~value ~~and~~or ~~improvement~~the resale potential of ~~each~~our ~~asset,~~assets. ~~and~~Investors are ~~not~~urged to consult with their ~~based~~own ontax advisor with respect to the ~~quality~~impact of ~~the~~recent legislation on their investment orin units and the ~~quality~~status of ~~the~~legislative, ~~services~~regulatory or ~~rendered~~administrative todevelopments ~~us.~~and ~~This~~proposals ~~may~~and ~~influence~~their potential effect on an investment in our ~~Managing~~units. ~~Trustee~~Investors should also note tothat ~~recommend~~our ~~riskier~~counsel’s ~~transactions~~tax opinion assumed that no legislation that will be applicable to usan investment in our units would be enacted after the commencement of the Offering on February 19, 2003.

~~We may be restricted in our ability to replace our Property Manager under certain circumstances.~~20

~~Under the~~Congress ~~terms~~has ofpassed ~~our~~major ~~property~~federal ~~management~~tax ~~agreement,~~legislation regarding wetaxes ~~may~~applicable ~~terminate~~to ~~the~~recipients ~~agreement~~of ~~upon~~qualified 30dividends. ~~days’~~Effective ~~notice~~for in2013 the ~~event~~highest ofmarginal ~~(and only~~tax inrate ~~the~~for ~~event~~individuals was ~~of)~~increased ato ~~showing of willful misconduct~~39.6%, ~~gross~~and ~~negligence,~~for orindividuals ~~deliberate~~in ~~malfeasance~~this bytax ~~our~~bracket ~~Property Manager in~~ the ~~performance~~rate ofon ~~their~~qualified ~~duties.~~dividends ~~Our~~was ~~Managing~~increased ~~Trustee~~to ~~may~~20%. ~~find~~The ~~the~~tax ~~performance~~changes did ofnot, ~~our~~however, ~~Property~~reduce ~~Manager~~the tocorporate betax ~~unsatisfactory~~rates. ~~However~~Therefore, ~~such~~ ~~performance~~the bymaximum ~~the~~corporate ~~Property~~tax ~~Manager~~rate ~~may~~of 35% has not ~~reach~~been affected. Even with the ~~level~~rate of ~~“willful~~15% ~~misconduct,~~on ~~gross~~qualified ~~negligence,~~dividends orreceived ~~deliberate malfeasance.”~~by Assome ~~a result~~individuals, wethe ~~may~~combined bemaximum ~~unable~~corporate tofederal ~~terminate~~tax ~~the~~rate ~~property~~and ~~management~~individual tax ~~agreement~~rate aton ~~the~~qualified ~~desired~~corporate ~~time,~~dividends ~~which~~is ~~may have~~44.75% anand, ~~adverse~~with the effect onof ~~the~~state ~~management~~income ~~and~~taxes, ~~profitability~~can ofexceed ~~our properties~~50%.

~~Our~~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 real estate investment trust (“REIT”). Pursuant to our Liquidating Trust Agreement, our Managing Trustee ~~and~~has ~~certain~~the authority ofto make any tax elections on our behalf that, in its ~~key~~sole ~~personnel~~judgment, ~~face~~are ~~conflicts~~in ofour best interest. ~~related~~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 ~~positions~~authority ~~they~~under ~~hold~~our ~~with~~Liquidating ~~affiliated~~Trust Agreement to make those elections without the necessity of obtaining the ~~entities~~approval of our beneficiaries. In addition, ~~which~~our ~~could~~Managing ~~diminish~~Trustee has the ~~value~~authority ofto amend our Liquidating Trust Agreement without the ~~services~~consent ~~they~~of ~~provide~~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.

~~Certain of~~There ~~the key personnel of Behringer Advisors II~~ are ~~also~~special ~~officers of our Property Manager, our dealer manager and other affiliated~~considerations ~~entities. As a result, these individuals owe fiduciary duties to these other entities, which may conflict with the fiduciary duties~~ that ~~they~~apply ~~owe~~ to uspension ~~and~~or ~~our~~profit ~~investors.~~sharing ~~Conflicts~~trusts ~~with~~or ~~our~~IRAs ~~business~~investing ~~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) development of~~ our ~~properties by affiliates, (4) investments with affiliates of our Managing Trustee, (5) compensation to our Managing Trustee, and (6) our relationship with our dealer manager and Property Manager~~units.

19If 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 be satisfied that, among other things:

~~Because we~~· ~~rely~~their oninvestment ~~affiliates of Behringer Holdings for the provision of property management services, if Behringer Holdings~~ is ~~unable to~~consistent ~~meet~~with ~~its~~their fiduciary obligations, weunder ~~may~~the beEmployee ~~required~~Retirement toIncome ~~find~~Security ~~alternative~~Act ~~providers~~(“ERISA”) ~~of these services, which could result in a significant~~ and ~~costly~~the ~~disruption~~Internal ofRevenue ~~our business.~~Code;

~~Behringer Holdings,~~· ~~through~~their ~~one~~investment oris ~~more~~made ofin ~~its~~accordance ~~subsidiaries,~~with ~~owns and controls our Property Manager. The operations of our Property Manager rely substantially on Behringer Holdings. In light of~~ the ~~common~~documents ~~ownership of this entity~~ and ~~its~~instruments ~~reliance~~governing ontheir ~~Behringer~~plan ~~Holdings, we~~or 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 dueIRA, weincluding ~~might~~their beplan’s ~~required~~investment ~~to find alternative service providers, which could result in a significant and costly disruption of our business.~~policy;

~~There is~~· notheir ~~separate~~investment ~~counsel~~satisfies ~~for~~the usprudence and ~~our~~diversification ~~affiliates,~~requirements ~~which could result in conflicts~~ of ~~interest.~~ ERISA;

~~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~~investment ~~are~~will ~~adequately protected. Moreover, should such a conflict~~ not beimpair ~~readily apparent, or otherwise not recognized, DLA Piper LLP (US) may inadvertently act in derogation of~~ the ~~interest~~liquidity of the ~~parties~~plan ~~which~~or ~~could affect us and, therefore, our beneficiaries, and our ability to meet our investment objectives.~~IRA;

~~Federal Income~~· ~~Tax~~they ~~Risks~~will be able to value the assets of the plan annually in accordance with ERISA requirements;

~~There can~~· betheir noinvestment ~~assurance~~will ~~that~~not ~~the~~constitute ~~Liquidating~~a ~~Trust~~prohibited ~~will~~transaction beunder ~~treated~~Section as406 aof ~~partnership~~ERISA ~~for~~or ~~federal~~Section ~~income~~4975 ~~tax~~of ~~purposes.~~the Internal Revenue Code; and

~~The Liquidating~~· ~~Trust~~their isinvestment ~~intending~~will tolikely beproduce ~~treated~~UBTI asfor ~~a continuation of~~ the ~~Partnership~~plan ~~and~~or ~~classified~~IRA ~~as a partnership for federal income tax purposes~~and, ~~and~~ therefore ~~income~~, ~~gains,~~is ~~losses,~~not ~~deductions~~likely ~~and~~to ~~credits (if any) realized by the Liquidating Trust will~~ be ~~allocated~~an ~~among~~appropriate ~~the~~investment ~~beneficiaries~~ for ~~federal~~an ~~tax purposes in the same manner as previously allocated by the Partnership~~IRA. ~~Further, with~~ ~~the~~(Due ~~transfer of all of the Partnership’s remaining assets~~ to ~~the~~our ~~Liquidating~~intended ~~Trust~~method ~~and the assumption by the Liquidating Trust~~ of ~~all of the Partnership’s remaining liabilities~~operation, it is ~~contemplated~~likely that ~~there~~we will begenerate 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 DateUBTI. 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~~We ~~and local tax consequences of the transfer of assets to the Liquidating Trust~~ may bedissolve ~~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~~if ~~any~~our ~~distribution~~assets ~~made~~are bydeemed ~~the~~to ~~Liquidating Trust, may~~ be ~~treated~~“plan ~~differently~~assets” ~~for~~or ~~state~~if ~~and~~we ~~local~~engage ~~tax~~in ~~purposes~~prohibited ~~than for federal income tax purposes~~transactions.

~~The~~If our assets were deemed to be assets of any qualified plans that is one of our investors, 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 ~~Service~~Code. ~~may~~Additionally, if ~~challenge~~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 ~~characterization~~investments. ofWe ~~material~~have ~~tax~~not ~~aspects~~requested an opinion of anour ~~investment~~counsel inregarding whether or not our ~~units~~assets ofwould ~~beneficial~~constitute ~~interest~~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.

~~An investment~~Department inof ~~units~~Labor ~~involves~~regulations defining ~~material~~plan ~~income~~assets ~~tax~~for ~~risks.~~purposes ~~Beneficiaries~~of ~~are~~ERISA ~~urged~~contain toexemptions ~~consult~~that, ~~with~~if ~~their~~satisfied, ~~own~~would ~~tax~~preclude ~~advisor~~assets ~~with~~of ~~respect to~~an ~~the~~entity ~~federal,~~such ~~state~~as ~~and~~ours from ~~foreign~~being ~~tax~~treated ~~considerations~~as ofplan anassets. ~~investment~~We incannot ~~our~~assure ~~units.~~investors Wethat ~~will~~our ~~not~~Liquidating ~~seek~~Trust ~~any~~Agreement ~~rulings~~and ~~from~~ the ~~Internal Revenue~~Offering ~~Service~~have ~~regarding~~been ~~any~~structured so ofthat the ~~tax~~exemptions ~~issues~~in ~~discussed~~such ~~herein.~~regulations ~~Further,~~would ~~although~~apply weto ~~have~~us, ~~obtained~~and analthough ~~opinion from~~ our ~~counsel regarding~~Managing ~~the~~Trustee ~~material~~intends ~~federal~~that ~~income~~an ~~tax~~investment ~~issues~~by ~~relating~~a qualified toplan ~~an investment~~ in ~~our~~ units, ~~investors~~will ~~should~~not be ~~aware~~deemed ~~that~~an ~~the~~investment ~~opinion represents~~in ~~only~~ our ~~counsel’s~~assets, ~~best~~we ~~legal~~can ~~judgment,~~make ~~based~~no ~~upon~~ representations ~~and~~or ~~assumptions~~warranties ~~referred~~of toany ~~therein and conditioned~~kind ~~upon~~regarding the ~~existence~~consequences of ~~certain~~an ~~facts.~~investment ~~Our~~in ~~counsel’s~~our ~~tax~~units ~~opinion~~by ~~has~~qualified noplans ~~binding~~in ~~effect~~this ~~on the Internal Revenue Service or any court~~regard. ~~Accordingly,~~Plan wefiduciaries ~~cannot~~are ~~assure~~urged ~~investors~~to ~~that~~consult with ~~the~~and ~~conclusions~~rely ~~reached~~upon intheir ~~the~~own ~~tax~~advisors ~~opinion,~~with ifrespect ~~contested,~~to ~~would~~this beand ~~sustained by~~other ~~any~~ERISA ~~court.~~issues ~~In addition~~which, ~~our~~if ~~counsel~~decided isadversely ~~unable~~ to ~~form~~us, ancould ~~opinion~~result in asprohibited totransactions, ~~the~~which ~~probable~~would ~~outcome~~cause of the ~~contest~~imposition of ~~certain~~excise ~~material tax~~taxation ~~aspects,~~and ~~including~~the ~~whether~~imposition ~~we will be characterized as a “dealer” so that sales~~ of ~~our~~co-fiduciary ~~assets~~liability ~~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.~~Section ~~Our~~405 ~~counsel also gives no opinion as to the tax considerations to investors~~ of ~~tax~~ERISA ~~issues~~in ~~that have an impact at~~ the ~~individual or~~event ~~beneficiary~~actions ~~level.~~undertaken ~~Accordingly,~~by ~~investors~~us are ~~urged~~deemed to ~~consult~~be ~~with~~non-prudent ~~and~~investments ~~rely upon their own tax advisors with respect to tax issues that have an impact at the beneficiary~~ or ~~individual~~prohibited ~~level~~transactions.

~~Investors may realize taxable income without cash distributions, and may have to use funds from other sources to pay their tax liabilities.~~ 21

~~Beneficiaries will~~In bethe ~~required~~event ~~to report their allocable share of~~ our ~~taxable~~assets are ~~income~~deemed onto ~~their~~constitute ~~personal~~plan ~~income~~assets, ~~tax~~or ~~return~~if ~~regardless~~certain oftransactions ~~whether they~~undertaken ~~have~~by ~~received any cash distributions from~~ us. Itare isdeemed ~~possible~~to ~~that~~constitute ~~units~~prohibited oftransactions under ~~beneficial~~ERISA ~~interest~~or ~~will~~the beInternal ~~allocated~~Revenue ~~taxable income~~Code inand ~~excess~~no ofexemption ~~their~~for ~~cash~~such ~~distributions.~~transactions Weapplies ~~cannot~~or ~~assure~~is ~~beneficiaries~~obtainable ~~that~~by ~~cash~~us, ~~flow~~our ~~will~~Managing ~~be available for distribution~~Trustee inhas ~~any~~the ~~year.~~right, Asbut anot ~~result~~the obligation, ~~beneficiaries~~upon ~~may~~notice ~~have~~ to ~~use~~all ~~funds~~beneficiaries, ~~from~~but ~~other~~without ~~sources~~the toconsent ~~pay~~of ~~their~~any ~~tax~~beneficiary ~~liability.~~to:

20· compel a termination and dissolution of the Liquidating Trust; or

~~We could~~· berestructure ~~characterized~~our asactivities ato ~~publicly~~the ~~traded~~extent ~~partnership,~~necessary ~~which~~to ~~would~~comply ~~have~~with anany ~~adverse~~exemption ~~tax~~in ~~effect~~the onDepartment ~~investors.~~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.

~~If the~~Adverse ~~Internal~~tax ~~Revenue Service were to classify us as a publicly traded partnership, we could be taxable as a corporation, and distributions~~considerations ~~made~~may toresult ~~beneficiaries~~because could be treated as portfolio income 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~~minimum ~~former~~distribution ~~General Partners and the provisions in our Liquidating Trust Agreement that attempt to comply with certain safe harbor standards adopted by the Internal Revenue Service~~requirements. 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:

·If an investor purchased units through an IRA, or if an investor is a trustee of an IRA or other fiduciary of a retirement plan that invested in units, the ~~complex~~investor ~~nature~~must consider the limited liquidity of an investment in our units as it relates to applicable minimum distribution requirements under the Internal Revenue ~~Service~~Code. ~~safe~~If ~~harbors;~~units are held and our assets 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 ~~the~~is ~~lack~~likely ofto ~~interpretive~~be ~~guidance~~ generated with respect to ~~such~~tax-exempt ~~provisions; and~~investors.

·We intend to incur indebtedness. This will cause a portion of our income allocable to tax-exempt investors to be recharacterized as UBTI. Further, in the ~~fact~~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 assets that ~~any~~is ~~determination~~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 ~~this~~us ~~regard~~will lose its exemption from income taxation with respect to all of its income for the tax year in question. A tax-exempt beneficiary other than a charitable remainder trust that has UBTI in any tax year from all sources of more than $1,000 will ~~necessarily~~be subject to taxation on such income and be ~~based~~required ~~upon~~to ~~facts~~file ~~that~~tax ~~have~~returns ~~not~~reporting ~~yet~~such ~~occurred~~income.

~~The deductibility~~Item of1B. ~~losses~~Unresolved ~~will~~Staff ~~be subject to passive loss limitations, and therefore their deductibility will be limited~~Comments.

~~Units of beneficial interest will be allocated their pro rata share of our tax losses~~None. 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~~Item ~~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~~2. Properties.

~~Counsel has~~As ~~given its opinion that it is more likely than not that partnership items~~ of ~~income,~~December ~~gain~~31, ~~loss~~2014, ~~deduction and credit will~~ ~~be allocated among our beneficiaries substantially in accordance with~~ the ~~allocation provisions of the~~ Liquidating Trust ~~Agreement. We~~owned ~~cannot~~an ~~assure~~interest ~~investors, however, that the Internal Revenue Service will not successfully challenge the allocations~~ in ~~the Liquidating~~approximately ~~Trust~~five ~~Agreement~~acres ~~and reallocate items~~ of ~~income,~~land ~~gain,~~at ~~loss,~~1221 Coit ~~deduction~~Road and ~~credit~~the inback-end apromoted ~~manner that reduces anticipated~~interest ~~tax~~in ~~benefits.~~distributable ~~The~~cash ~~tax rules applicable~~ to ~~allocation~~one ofsold ~~items of taxable income and loss are complex~~asset. The ~~ultimate~~following ~~determination of~~table ~~whether~~presents ~~allocations~~certain ~~adopted~~additional byinformation usabout ~~will be respected by~~ the ~~Internal~~property ~~Revenue~~owned 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~~of ~~their individual returns.~~December 31, 2014:

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.

		Date			Ownership
Property name	Location	Acquired	Acres	Description	Interest
1221 Coit Road- Land	Dallas, Texas	10/04/04	5 acres	developed land	90%

~~If we~~These ~~are~~assets ~~deemed~~were ~~for tax purposes~~ transferred to beus aon ~~dealer, defined as one who holds property primarily for sale to customers in~~ the ~~ordinary course~~Effective of business, with respect to one or more of our properties, any gain recognized upon a sale of such real property will be taxable to investors as ordinary income and will also constitute unrelated business taxable income (“UBTI”) to investors who are tax-exempt entitiesDate. The ~~resolution~~following ofinformation ~~our~~generally ~~status~~applies ~~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.~~assets:

21· we believe all of our assets are adequately covered by insurance and suitable for their intended purposes; and

~~We may~~· bewe ~~audited~~have byno ~~the~~plans ~~Internal~~for ~~Revenue~~any ~~Service~~material renovations, ~~which~~improvements ~~could~~or ~~result~~development inof ~~the~~our ~~imposition~~assets, ofexcept ~~additional~~in ~~tax,~~accordance ~~interest~~with ~~and~~planned ~~penalties.~~ budgets

~~Our federal~~Item ~~income tax returns may be audited by the Internal Revenue Service~~3. ~~Any~~Legal ~~audit of us could result in an audit of beneficiaries’ tax return that may require adjustments of items unrelated to an investment in us, in addition to adjustments to various items~~Proceedings. 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~~We ~~local~~are ~~taxes~~not ~~and~~ a ~~requirement~~party to, and ~~withhold~~none ~~state~~of ~~taxes~~our ~~may~~assets ~~apply~~are subject to, ~~and~~any ifmaterial ~~so,~~pending ~~the~~legal ~~amount~~proceedings. Nor are we aware of ~~net~~any ~~cash~~such ~~from~~legal ~~operations~~or ~~payable~~regulatory toproceedings ~~investors~~contemplated ~~would~~by begovernmental ~~reduced~~authorities.

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 its 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 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. 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 cash distributions, the amount of the net cash from operations otherwise payable 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. 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.22

~~Legislative or~~Item ~~regulatory~~4. ~~action~~Mine ~~could~~Safety ~~adversely affect investors~~Disclosures.

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 unitsNone. 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 assumed that no legislation that will be applicable to an investment in our units would be enacted after the commencement of the Offering on February 19, 2003.

~~Congress~~PART has passed major federal tax legislation regarding taxes applicable to recipients of qualified dividends. Effective for 2013 the highest marginal tax rate for individuals was increased to 39.6%, and for individuals in this tax bracket the rate on qualified dividends was increased to 20%. 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 rate of 15% on qualified dividends received by some 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%. II

~~Although~~Item 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 real estate investment trust (“REIT”)5. ~~Pursuant~~Market 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~~Registrant’s ~~income tax~~Common ~~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~~Equity, ~~our~~Related ~~Managing~~Stockholder ~~Trustee~~Matters 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 toIssuer ~~all~~Purchases ~~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~~Equity ~~investors~~Securities.

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

IfThere is no established ~~investors~~trading ~~are~~market ~~investing~~for ~~the~~our ~~assets~~units of abeneficial ~~pension~~interests, ~~profit~~and ~~sharing,~~we ~~401(k)~~do not expect that one will develop. Except for certain transfers by will, ~~Keogh~~intestate succession or ~~other~~operation of law, or from a qualified ~~retirement~~account ~~plan~~to ora ~~the~~non-qualified ~~assets~~account if necessary to allow holders of anbeneficial interests to comply with certain IRA inminimum ~~our~~distribution ~~units~~requirements ofunder ~~beneficial~~the ~~interest~~Internal Revenue Code, ~~they~~if applicable, ~~should~~beneficial beinterests ~~satisfied~~in ~~that~~the Liquidating Trust are not transferable, ~~among~~and our beneficiaries do not have authority or power to sell or in any other ~~things:~~manner dispose of their beneficial interests.

22Holders

·As ~~their~~of ~~investment~~March is19, ~~consistent~~2015, ~~with~~we had ~~their~~10,799,839 ~~fiduciary~~beneficial ~~obligations~~interest ~~under~~units ~~the~~outstanding ~~Employee~~that ~~Retirement~~were ~~Income~~held ~~Security~~by ~~Act~~a ~~(“ERISA”)~~total ~~and~~of ~~the~~approximately ~~Internal~~4,400 ~~Revenue~~beneficiaries ~~Code;~~of record.

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

·As ~~their~~is ~~investment~~common ~~satisfies~~in real estate-related direct investments, when a fund enters its final disposition phase and sells assets, thereby reducing the ~~prudence~~asset base available to generate distributable cash, it is normal for monthly distributions to cease, and ~~diversification~~for ~~requirements~~further distributions to come only in the form of ~~ERISA;~~special distributions as assets are sold. As a result, the terms of the Liquidating Trust Agreement contemplates 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. We did not pay any distributions to our beneficiaries during the year ended December 31, 2014 and 2013.

·Recent ~~their~~Sales ~~investment will not impair the liquidity~~ of ~~the~~Unregistered ~~plan or IRA;~~Securities

~~· they will be able to value the assets of the plan annually in accordance with ERISA requirements;~~None.

·Item ~~their~~6. ~~investment~~Selected ~~will~~Financial ~~not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code; and~~Data.

·The ~~their~~following ~~investment~~selected ~~will~~financial ~~likely~~data ~~produce~~should ~~UBTI~~be ~~for~~read in conjunction with “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the ~~plan~~consolidated orfinancial ~~IRA~~statements and, ~~therefore,~~the isnotes ~~not~~thereto ~~likely~~beginning toon bepage anF-1 ~~appropriate~~of ~~investment~~this ~~for~~Annual Report anon ~~IRA~~Form 10-K. The results for the period from January 1, 2013 (~~Due~~a todate ~~our~~we ~~intended~~used ~~method~~as a matter of ~~operation~~convergence, itefficiency isand materiality) ~~likely~~through ~~that~~December 31, 2013 are not comparable to any prior period because we ~~will~~began ~~generate~~operations ~~UBTI~~as of an effective date of February 11, 2013. Our historical results are not necessarily indicative of results for any future period (amounts in thousands).

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

	Year Ended		Year Ended
Selected Financial Data	December 31, 2014		December 31, 2013
STATEMENT OF NET ASSETS:
Total assets	$	15,334	$	62,065
Net assets in liquidation (1)	$	13,304	$	16,214
Net asset value per unit	$	1.23	$	1.50

~~If our~~(1) ~~assets~~The ~~were~~net ~~deemed to be~~ assets ofin ~~any~~liquidation ~~qualified~~as ~~plans that is one~~ of ~~our~~December ~~investors~~31, ~~known~~2014 asof ~~“plan~~$13.3 ~~assets,”~~million ~~our Managing~~plus ~~Trustee~~cumulative ~~would~~distributions bepaid ~~considered~~through toDecember be31, a2014 ~~plan~~of ~~fiduciary~~$21 ~~and~~million ~~certain~~(which ~~contemplated~~includes ~~transactions~~the ~~between~~amount ~~our~~paid ~~Managing~~to ~~Trustee or~~the ~~its~~Partnership’s ~~affiliates~~limited ~~and~~partners usprior ~~may be deemed~~ to bethe ~~prohibited~~transfer ~~transactions subject to excise taxation under Section 4975~~ of ~~the~~its ~~Internal Revenue Code. Additionally, if our~~ assets ~~were~~and ~~deemed~~liabilities to bethe ~~plan~~Liquidating ~~assets~~Trust), ~~ERISA’s fiduciary standards~~ would ~~extend~~result toin ~~the Managing~~distributions ~~Trustee~~paid ~~as a plan fiduciary with respect~~ to our ~~investments.~~beneficiaries Weper ~~have~~unit ~~not requested an opinion~~ of ~~our~~approximately ~~counsel~~$3.35 ~~regarding whether~~per orunit ~~not~~(including ~~our~~$2.12 ~~assets~~per ~~would~~unit ~~constitute~~paid ~~plan~~to ~~assets~~the ~~under~~Partnership’s ~~ERISA,~~limited ~~nor~~partners ~~have~~prior weto ~~sought any rulings from~~ the ~~U.S.~~transfer ~~Department~~its of ~~Labor~~ ~~(“Department~~assets ofand ~~Labor”)~~liabilities ~~regarding~~to ~~classification~~the ofLiquidating ~~our assets~~Trust).

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.23

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:

	Year Ended			Year Ended
	December 31, 2014			December 31, 2013
Statement of Changes in Net Assets:
Net assets in liquidation at beginning of period	$	16,214		$	11,417
Change in estimated costs in excess of estimated receipts during liquidation		58			(214	)
Net decrease in fair value		(45,998	)		(1,624	)
Changes in other assets/liabilities		43,030			6,635
Change in net assets in liquidation		(2,910	)		4,797
Net assets in liquidation at end of period	$	13,304		$	16,214

·Item ~~compel~~7. aManagement’s ~~termination~~Discussion and ~~dissolution~~Analysis of ~~the~~Financial ~~Liquidating~~Condition ~~Trust;~~and orResults of Operations.

·The ~~restructure~~following ~~our~~discussion and ~~activities~~analysis toshould ~~the~~be ~~extent~~read ~~necessary~~in toconjunction ~~comply~~ with ~~any~~“Item ~~exemption~~6. inSelected ~~the~~Financial ~~Department~~Data” ofand ~~Labor~~our ~~regulations~~consolidated orfinancial ~~any~~statements and ~~prohibited~~related ~~transaction~~notes ~~exemption~~included ~~granted~~in bythis ~~the~~Annual ~~Department~~Report ofon ~~Labor~~Form ~~or any condition that the Department of Labor might impose as a condition to granting a prohibited transaction exemption~~10-K.

~~Adverse tax~~Overview ~~considerations~~and ~~may result because of minimum distribution requirements.~~Background

~~If an~~On ~~investor~~the ~~purchased~~Effective ~~units through an IRA~~Date, ~~or if an investor is a trustee of an IRA or other fiduciary of a retirement plan that~~ ~~invested~~the inPartnership ~~units,~~completed ~~the~~its ~~investor~~liquidation ~~must~~pursuant ~~consider~~to the ~~limited~~Plan ~~liquidity~~adopted ofby anBehringer ~~investment~~Advisors inII, ~~our units~~ as itits ~~relates~~General toPartner ~~applicable~~pursuant ~~minimum~~to ~~distribution~~its ~~requirements~~authority under the ~~Internal~~Partnership ~~Revenue~~Agreement, ~~Code.~~which Ifprovided ~~units~~for ~~are held and~~ our ~~properties~~formation ~~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)~~liquidating oftrust 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~~purpose ~~in which the units are received at the fair market value~~ of ~~the units without any corresponding~~completing ~~cash distributions with which to pay~~ the ~~income~~liquidation ~~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~~assets ~~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~~Partnership. ~~There may also be similar state and/or local tax withholding or other obligations that should be considered.~~

23In furtherance of the Plan, the Partnership entered into the Liquidating Trust Agreement with the Partnership’s General Partners, Behringer Advisors II, as Managing Trustee, and CSC Trust Company of Delaware, as 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.

~~UBTI~~In accordance with the isPlan ~~likely~~and the Liquidating Trust Agreement, the Partnership transferred all of its remaining assets and liabilities to the Liquidating Trust to be ~~generated~~administered, disposed of or provided for in accordance with ~~respect~~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 ~~tax~~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 28, 2013 we were granted No-~~exempt~~Action ~~investors~~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.

~~We intend~~The toLiquidating ~~incur~~Trust ~~indebtedness. This~~ will terminate ~~cause~~upon athe ~~portion~~earliest of ~~our~~(i) ~~income allocable to tax-exempt investors to be recharacterized as UBTI. Further, in~~ the ~~event~~distribution weof ~~are~~all ~~deemed~~of toour beassets ~~a “dealer”~~ in ~~real~~accordance ~~property,~~with ~~defined as one who holds real estate primarily for sale to customers in~~ the ~~ordinary~~terms ~~course~~ of ~~business,~~ the ~~gain~~Liquidating ~~realized~~Trust Agreement, onor (ii) the ~~sale~~expiration of ~~our properties that is allocable to tax-exempt investors would be characterized as UBTI. If we generate UBTI,~~ a ~~trustee~~period of athree ~~charitable~~years ~~remainder trust that has invested in us will lose its exemption~~ from ~~income~~the ~~taxation~~Effective ~~with~~Date. ~~respect~~The toterm ~~all~~may ofbe ~~its~~extended ~~income~~beyond ~~for~~ the ~~tax~~ three-year ~~in question. A~~ ~~tax-exempt~~term ~~beneficiary~~if ~~other~~our ~~than~~Managing aTrustee ~~charitable~~determines ~~remainder trust~~ that ~~has~~an ~~UBTI~~extension inis ~~any~~reasonably ~~tax~~necessary ~~year from all sources of more than $1,000 will be subject~~ to ~~taxation~~wind onup ~~such~~our ~~income and be required to file tax returns reporting such income~~affairs.

~~Item~~Approximately 1Bfive acres of land and the back-end promoted interest in distributable cash to one sold asset remain in the portfolio. ~~Unresolved~~ We will not purchase ~~Staff~~any ~~Comments~~additional assets for our portfolio.

~~None.~~Use of Estimates in the Preparation of Financial Statements

~~Item~~The 2preparation of our financial statements in conformity with generally accepted accounting principles (“GAAP”) and under the liquidation basis of accounting requires management to make estimates and assumptions that affect the reported amounts of assets (including net assets in liquidation) and liabilities, revenues and expenses, and related 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. ~~Properties~~ 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 could differ from those estimates.

~~As of~~Liquidation ~~December 31, 2013, the Liquidating Trust owned an interest in (i) Hotel Palomar, a hotel with adjoining retail space and (ii)~~Basis ~~approximately five acres~~ of ~~land at 1221 Coit Road. The following table presents certain additional information about the properties as of December 31, 2013:~~Accounting

Date

Ownership

Property name

Location

Acquired

Rooms/acres

Description

Interest

Hotel Palomar

Dallas, Texas

11/08/04

198 rooms

hotel

1221 Coit Road- Land

Dallas, Texas

10/04/04

5 acres

developed land

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 January 1, 2013. We chose to adjust items to their fair values as of January 1, 2013 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.

~~____________~~24

~~Each~~In accordance with our ofLiquidating ~~the~~Trust ~~properties~~Agreement, ~~was~~we ~~transferred~~continue to usactively onmanage ~~the~~our ~~Effective~~asset ~~Date~~portfolio and control operating expenses. ~~The~~We ~~following~~continually evaluate ~~information~~our ~~generally~~existing ~~applies~~portfolio toand ~~all~~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:~~assets materially differs from our expected net sales price, we will adjust our liquidation value accordingly. Under the terms of our Liquidating Trust Agreement, we will not acquire any new assets and are focused on liquidating our remaining assets.

·Asset we(Liability) for ~~believe~~Estimated ~~all~~Receipts of(Costs) ~~our~~in ~~properties~~Excess ~~are~~of ~~adequately~~Estimated ~~covered~~Costs by(Receipts) ~~insurance~~during ~~and suitable for their intended purposes;~~Liquidation

·Under the liquidation basis of accounting, we ~~have~~are norequired ~~plans~~to ~~for~~estimate ~~any~~the ~~material~~cash ~~renovations,~~flows ~~improvements~~from oroperations ~~development~~and accrue the costs associated with implementing the liquidation of our ~~properties,~~remaining ~~except~~assets in ~~accordance~~compliance with ~~planned~~the ~~budgets;~~Plan and our Liquidating Trust 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 current cash on hand will cover the deficit. These amounts can vary significantly due to, among other things, 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 ~~our~~change ~~properties~~in ~~are~~the ~~located~~asset (liability) for estimated receipts (costs) in ~~markets~~excess ~~where~~of weestimated ~~are~~costs ~~subject~~(receipts) toduring ~~competition~~liquidation infor ~~attracting~~the ~~new~~year ~~tenants~~ended ~~and~~December 31, ~~retaining~~2014 ~~current~~was ~~tenants;~~as ~~and~~follows (amounts in thousands):

Item 3. Legal Proceedings.

	January 1,			Cash Payments		Change in			December 31,
	2014			and (Receipts)		Estimates			2014

Asset:
Estimated net inflows from consolidation of operating activities	$	1,238		$	175	$	(1,413	)	$	(0	)
Liabilities:
Liquidation costs		(796	)		538		(542	)		(800	)
Capital expenditures		(1,300	)		1,341		(41	)		-
Total liabilities		(2,096	)		1,879		(583	)		(800	)
Total liabilities for estimated cost in excess of estimated receipts during liquidation	$	(858	)	$	2,054	$	(1,996	)	$	(800	)

~~We are~~The ~~not~~change ain ~~party~~the ~~to,~~asset (liability) ~~and~~for ~~none~~estimated ofreceipts ~~our~~(costs) ~~properties~~in ~~are~~excess ~~subject~~of ~~to,~~estimated ~~any~~costs ~~material~~(receipts) ~~pending~~during ~~legal~~liquidation ~~proceedings.~~for ~~Nor~~the ~~are~~year weended ~~aware of any~~December ~~such~~31, ~~legal~~2013 orwas ~~regulatory~~as ~~proceedings~~follows ~~contemplated~~(amounts byin ~~governmental authorities.~~thousands):

Item 4. Mine Safety Disclosures.

	January 1,			Cash Payments			Change in			December 31,
	2013			and (Receipts)			Estimates			2013

Asset:
Estimated net inflows from consolidation of operating activities	$	2,211		$	(778	)	$	(195	)	$	1,238
Liabilities:
Liquidation costs		(1,375	)		442			137			(796	)
Capital expenditures		(1,480	)		229			(49	)		(1,300	)
Total liabilities		(2,855	)		671			88			(2,096	)
Total liabilities for estimated cost in excess of estimated receipts during liquidation	$	(644	)	$	(107	)	$	(107	)	$	(858	)

~~None.~~Net Assets in Liquidation

~~PART~~The net assets in liquidation IIas of December 31, 2014 of $13.3 million plus cumulative distributions paid through December 31, 2014 of $21 million (which includes the amount paid to the Partnership’s limited partners prior to the transfer of its assets and liabilities to the Liquidating Trust), would result in distributions paid to our beneficiaries of approximately $3.35 per unit (including $2.12 per unit paid to the Partnership’s limited partners prior to the transfer its of assets and liabilities to the Liquidating Trust). These estimates for distributions per unit include projections of costs and expenses expected to be incurred during the period required to complete liquidation of our remaining assets in compliance with the Plan and our Liquidating Trust Agreement. These projections could change materially based on the timing of sales, the performance of underlying assets and any changes in the underlying assumptions of projected cash flows.

~~Item~~Factors 5.Which ~~Market~~May ~~for~~Influence ~~Registrant’s~~Future ~~Common~~Changes in ~~Equity,~~Net ~~Related~~Assets ~~Stockholder~~in ~~Matters and Issuer Purchases of Equity Securities.~~Liquidation

~~Market~~Liquidation ~~Information~~Expenses and Contingent Liabilities

~~There is~~We nohave ~~established~~estimated ~~trading market for~~ our ~~units~~remaining liquidation ofexpenses ~~beneficial interests,~~ and weany doknown ~~not~~contingent ~~expect that one will develop~~liabilities. ~~Except~~These ~~for certain~~amounts ~~transfers~~can byvary ~~will,~~significantly ~~intestate~~due ~~succession or operation of law, or from a qualified account~~ to athe ~~non-qualified~~timing ~~account~~and ~~if necessary~~amounts ~~to allow holders of beneficial interests to comply~~ associated with ~~certain~~discharging ~~IRA~~known ~~minimum~~and ~~distribution~~contingent ~~requirements~~liabilities ~~under~~and the ~~Internal Revenue~~costs ~~Code,~~associated ifwith ~~applicable,~~winding ~~beneficial~~up ~~interests in the Liquidating Trust are not transferable, and~~ our ~~beneficiaries do not have authority or power to sell or in any other manner dispose of their beneficial interests~~operations.

~~Holders~~25

~~As of~~Changes ~~March~~in ~~19,~~Net ~~2014,~~Assets wein ~~had 10,803,839 beneficial interest units outstanding that were held by a total of approximately 4,400 beneficiaries of record.~~Liquidation

24For the year ended December 31, 2014

~~Distributions~~Net assets in liquidation decreased $2.9 million during the year ended December 31, 2014. The primary reason for the decrease in net assets was related to the fair value realized upon the sale of Hotel Palomar.

~~As is~~For ~~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 only in the form of special distributions as assets are sold. As a result, the terms of the Liquidating Trust Agreement contemplates 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. We did not pay any distributions to our beneficiaries during the year ended December 31, 2013 ~~and 2012.~~

~~Recent~~Net ~~Sales~~assets in liquidation increased $4.8 million during the year ended December 31, 2013. The primary reason for the increase in net assets was related to the back-end promoted interests on the sale of ~~Unregistered~~Landmark ~~Securities~~I & II which we sold in 2011. During 2013, we recorded an accounts receivable of approximately $6.3 million related to the back-end promoted interests. We received payment of $6.2 million in January 2014.

~~None.~~Liquidity and Capital Resources

~~Item~~Our 6total assets and net assets in liquidation were $15.3 ~~Selected~~million ~~Financial~~and ~~Data~~$13.3 million, respectively, at December 31, 2014. Our ability to meet our obligations is contingent upon the sale of our remaining assets. 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 there from.

~~The~~Current ~~following~~Sources ~~selected financial data should be read in conjunction with “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis~~ of ~~Financial~~Capital ~~Condition~~ and Results of Operations” and the consolidated financial statements and the notes thereto beginning on page F-1 of this Annual Report on Form 10-K. The results for the period from January 1, 2013 (a date we used as a matter of convergence, efficiency and materiality) through December 31, 2013 are not comparable to any prior period because we began operations as of an effective date of February 11, 2013 (amounts in thousands).Liquidity

	Year Ended
Selected Financial Data	December 31, 2013
STATEMENT OF NET ASSETS:
Total assets	$	62,065
Net assets in liquidation (1)	$	16,214
Net asset value per unit	$	1.50

We anticipate, but cannot assure, that the sale of our 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 2016.

~~(1)~~Other ~~The~~Liquidity net assets in liquidation as of December 31, 2013 of $16.2 million plus cumulative liquidating distributions paid through December 31, 2013 of $21 million (which includes the amount paid to the Partnership’s limited partners prior to the transfer of its assets and liabilities to the Liquidating Trust), would result in liquidating distributions paid to our beneficiaries per unit of approximately $3.62 per unit (including $2.12 per unit paid to the Partnership’s limited partners prior to the transfer its of assets and liabilities to the Liquidating Trust).Needs

	Year Ended
	December 31, 2013
Statement of Changes in Net Assets:
Net assets in liquidation at beginning of period	$	11,417
Change in estimated costs in excess of estimated receipts during liquidation		(214	)
Net increase (decrease) in fair value		(1,624	)
Changes in other assets/liabilities		6,635
Liquidating distributions to beneficiaries		-
Change in net assets in liquidation		4,797
Net assets in liquidation at end of period	$	16,214

We believe that we will have sufficient capital resources to satisfy our liquidity needs during the liquidation period.

~~Item~~As 7of December 31, 2014, we estimate that we will have approximately $0.8 ~~Management’s~~million ~~Discussion~~of commitments and ~~Analysis~~expenditures during the liquidation period. However, there can be no assurance that we will not exceed the amounts of ~~Financial~~these ~~Condition~~estimated ~~and~~expenditures ~~Results~~or that we will be able to obtain additional sources of ~~Operations~~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 asset may affect our ability to fund these items.

~~The~~Liquidating distributions ~~following~~will ~~discussion~~be determined in our Managing Trustee’s sole discretion and ~~analysis~~are ~~should~~dependent beon ~~read~~a innumber ~~conjunction~~of ~~with~~factors, ~~“Item~~including 6.the ~~Selected~~amount of ~~Financial~~funds ~~Data”~~available ~~and~~for distribution, our ~~consolidated~~ financial ~~statements~~condition, ~~and~~our ~~related~~capital ~~notes~~expenditures, ~~included~~and inother ~~this~~factors ~~Annual~~our ~~Report~~Managing onTrustee may ~~Form~~deem ~~10-K~~relevant.

~~Overview~~We currently have limited exposure to the credit markets. The lack of available credit may affect our ability to dispose of additional assets due to potential purchasers being unable to obtain financing. We have no exposure to money market mutual funds and ~~Background~~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.

~~On the~~Off-Balance ~~Effective~~Sheet Date, the Partnership completed its liquidation pursuant to the Plan adopted by Behringer Advisors II, as its General Partner pursuant to its authority under 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.Arrangements

~~In furtherance~~There ofare ~~the~~no ~~Plan,~~off-balance sheet ~~the~~arrangements ~~Partnership~~that ~~entered~~are ~~into~~reasonably ~~the~~likely ~~Liquidating~~to ~~Trust~~have ~~Agreement~~a ~~with~~current ~~the~~or ~~Partnership’s~~future ~~General~~material ~~Partners, Behringer~~effect ~~Advisors~~on ~~II,~~our asfinancial ~~Managing Trustee~~condition, ~~and~~changes ~~CSC~~in financial ~~Trust~~condition, ~~Company~~revenues ofor ~~Delaware~~expenses, asresults ~~the Resident Trustee. As~~ of ~~the~~operations, ~~Effective Date~~liquidity, ~~each~~ ofcapital ~~the~~expenditures ~~holders~~or ofcapital ~~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~~resources.

~~In accordance~~Contractual with the Plan and the Liquidating Trust Agreement, the Partnership 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 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 28, 2013 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.Obligations

25The following table sets forth certain information concerning the Liquidating Trust’s contractual obligations and commercial commitments as of December 31, 2014, and outlines expected future payments to be made by the Liquidating Trust under such obligations and commitments (in thousands):

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.

	Payments due by period (1)
	Totals		2015		2016		2017		2018		2019		Thereafter
Notes payable	$	1,000	$	1,000	$	-	$	-	$	-	$	-	$	-
Interest		50		50		-		-		-		-		-
Total	$	1,050	$	1,050	$	-	$	-	$	-	$	-	$	-

~~Hotel Palomar~~ (~~and its retail component~~1), ~~approximately~~Includes ~~five~~$1 ~~acres~~million ofnotes ~~land~~payable ~~and the back-end promoted interest in distributable cash~~ to ~~one~~related ~~sold property remain in the portfolio~~party. ~~We will not purchase any additional properties for our portfolio.~~

~~Use of Estimates in the Preparation of Financial Statements~~26

~~The preparation~~New ofAccounting our financial statements in conformity with generally accepted accounting principles (“GAAP”) and under the liquidation basis of accounting requires management to make estimates and assumptions that affect the reported amounts of assets (including net assets in liquidation) and liabilities, revenues and expenses, and related 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. 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 could differ from those estimates.Pronouncements

~~Liquidation~~In May 2014, the FASB issued an update (“ASU ~~Basis~~2014-09”) to ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of ~~Accounting~~the existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2016. We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

~~Under the~~In ~~liquidation~~February ~~basis of accounting~~2015, ~~all~~the ~~assets~~FASB ~~were~~issued ~~adjusted to their estimated fair value~~ (on"ASU No. ~~an undiscounted basis~~2015-02") ~~and liabilities~~, ~~including~~ ~~estimated~~Amendments ~~costs~~to ~~associated with implementing~~ the ~~Plan,~~Consolidation ~~were adjusted to their estimated settlement amounts as of January 1~~Analysis, ~~2013.~~which Weimproves ~~chose~~targeted toareas ~~adjust items to their fair values as~~ of ~~January~~the 1,consolidation ~~2013~~guidance ~~as a matter of convergence, efficiency~~ and ~~materiality.~~reduces ~~Actual~~the ~~values~~number ~~realized for assets and settlements~~ of ~~liabilities~~consolidation ~~may differ materially from the amounts estimated~~models. ~~Estimated~~The ~~future cash~~amendments ~~flows~~in ~~from~~ASU ~~property~~2015-02 ~~operations~~are ~~were~~effective ~~made~~for ~~based~~interim onand ~~the~~annual ~~anticipated~~reporting ~~sales~~periods ~~dates~~in ~~of our remaining assets. Due to the uncertainty~~fiscal inyears ~~the~~beginning ~~timing~~after ofDecember ~~the~~15, ~~anticipated sales dates and the cash flows therefrom~~2015, ~~operations~~with ~~may~~early ~~differ~~adoption ~~materially from amounts estimated~~permitted. ~~These~~ ~~amounts~~We are ~~presented~~currently inevaluating the ~~accompanying~~effect ~~statement~~this ofguidance ~~net~~will have ~~assets~~on ~~included~~our ~~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.

In accordance with our Liquidating Trust Agreement, we continue to actively manage 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, we will adjust our liquidation value accordingly. Under the terms of our Liquidating Trust Agreement, we will not acquire any new properties and are focused on liquidating our remaining assets.Inflation

~~Asset~~The real estate market ~~(Liability)~~has ~~for~~not ~~Estimated~~been ~~Receipts~~affected ~~(Costs)~~significantly by inflation in ~~Excess~~the ofpast ~~Estimated~~several ~~Costs~~years ~~(Receipts)~~due ~~during~~to ~~Liquidation~~the relatively low inflation rate.

~~Under the~~Item liquidation basis of accounting, we are required to estimate the cash flows from operations and accrue the costs associated with implementing the liquidation of our remaining assets in compliance with the Plan and our Liquidating Trust Agreement7A. ~~We currently~~Quantitative 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 deficit. These amounts can vary significantly due to, among other things, the timing and ~~estimates~~Qualitative ~~for~~Disclosures ~~executing~~About ~~and~~Market 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 operationsRisk. ~~These costs are estimated and are expected to be paid over the liquidation period.~~

~~The~~We may be exposed to interest ~~change~~rate inchanges primarily from variable interest rate debt incurred to acquire and develop assets, issue loans and make other permitted investments. Our management’s objectives, with regard to interest rate risks, are to limit the ~~asset~~impact ~~(liability)~~of ~~for~~interest ~~estimated~~rate ~~receipts~~changes on (earnings and cash flows and to lower overall borrowing costs). To achieve these objectives, we borrow primarily at fixed rates or variable rates with the lowest margins available and in ~~excess~~some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We may enter into derivative financial instruments such as options, forwards, interest rate swaps, caps or floors to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate portion of ~~estimated~~our ~~costs~~variable ~~(receipts)~~rate ~~during~~debt. ~~liquidation~~None ~~for~~of the ~~year~~Partnership’s ~~ended~~approximately $1 million in notes payable at December 31, ~~2013~~2014 ~~was~~were assubject ~~follows~~to ~~(amounts~~variable ininterest ~~thousands):~~rates.

	January 1,			Cash Payments			Change in			December 31,
	2013			and (Receipts)			Estimates			2013
Asset:
Estimated net inflows from consolidation of operating activities	$	2,211		$	(778	)	$	(195	)	$	1,238
Liabilities:
Liquidation costs		(1,375	)		442			137			(796	)
Capital expenditures		(1,480	)		229			(49	)		(1,300	)
Total liabilities		(2,855	)		671			88			(2,096	)
Total liabilities for estimated cost in excess of estimated receipts during liquidation	$	(644	)	$	(107	)	$	(107	)	$	(858	)

At December 31, 2014, the Liquidating Trust did not have any foreign operations and thus were not exposed to foreign currency fluctuations.

26Item 8. Financial Statements and Supplementary Data.

~~Net~~The information required ~~Assets~~by inthis ~~Liquidation~~Item 8 is hereby incorporated by reference to our unaudited financial statements beginning on page F-1 of this Annual Report on Form 10-K.

~~The net~~Item ~~assets in liquidation as of December 31, 2013 of $16~~9.2 ~~million~~Changes plus cumulative liquidating distributions paid through December 31, 2013 of $21 million (which includes the amount paid to the Partnership’s limited partners prior to the transfer of its assets and liabilities to the Liquidating Trust), would result in ~~liquidating distributions paid to our beneficiaries of approximately $3.62 per unit (including $2.12 per unit paid to the Partnership’s limited partners prior to the transfer its of assets~~ and ~~liabilities~~Disagreements toWith ~~the~~Accountants Liquidating Trust). These estimates for liquidating distributions per unit include projections of costs and expenses expected to be incurred during the period required to complete liquidation of our remaining assets in compliance with the Plan and our Liquidating Trust Agreement. These projections could change materially based on ~~the~~Accounting ~~timing of sales, the performance of underlying assets~~ and ~~any~~Financial ~~changes in the underlying assumptions of projected cash flows~~Disclosure.

~~Factors~~We did not employ an independent ~~Which~~registered ~~May~~public ~~Influence~~accounting ~~Future~~firm ~~Changes~~to inperform ~~Net~~an ~~Assets~~audit on the financial statements contained in ~~Liquidation~~this Annual Report on Form 10-K.

~~Rental Income~~Item 9A. Controls and Procedures.

~~The amount~~Evaluation of ~~rental~~Disclosure ~~income~~Controls ~~generated by our properties including our hotel depends on our ability to maintain the occupancy rates of currently leased space~~ and to lease currently available space and space available from unscheduled lease terminations at the existing rental rates. Negative trends in one or more of these factors could adversely affect our rental income in future periods. Procedures

~~Transfer~~The management of Behringer toAdvisors II, as Managing Trustee of the Liquidating Trust, including its Chief Executive Officer and Chief Financial Officer, evaluated as of December 31, 2014 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 II concluded that our disclosure controls and procedures, as of December 31, 2014, were effective for the purpose of ensuring that information required to be disclosed by us the reports filed or submitted by us under the Exchange 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 II, as our Managing Trustee, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

~~Pursuant to~~We ~~the~~believe, ~~Plan~~however, onthat ~~February~~a 11controls system, no ~~2013~~matter how well designed and operated, cannot provide absolute assurance that the ~~Partnership~~objectives ~~transferred~~of the ~~following~~controls ~~remaining~~systems ~~assets~~are met, and ~~liabilities,~~no ~~which~~evaluation ~~were~~of ~~valued as~~controls can provide absolute assurance that all control issues and instances of ~~January~~fraud 1,or ~~2013~~error, toif ~~the~~any, ~~Liquidating~~within a ~~Trust~~partnership ~~(amounts~~have inbeen ~~thousands):~~detected.

	January 1,
	2013
Real estate investments:
Real estate held for sale	$	49,602
Cash and cash equivalents		5,286
Restricted cash		154
Accounts receivable, net		861
Prepaid expenses and other assets		745
Notes payable		(31,876	)
Notes payable to related party		(8,801	)
Accounts payable		(544	)
Payables to related parties		(1,997	)
Accrued liabilities		(1,369	)
Liability for estimated costs in excess of estimated receipts during liquidation		(644	)
Net assets in liquidation	$	11,417

~~Changes in~~Management’s ~~Net~~Annual ~~Assets~~Report inon ~~Liquidation~~Internal Control Over Financial Reporting

~~For~~Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The Liquidating Trust’s management, including the ~~year~~Chief ~~ended~~Executive Officer and Chief Financial Officer of Behringer Advisors II, as Managing Trustee of the Liquidating Trust, evaluated as of December 31, 2014 the effectiveness of our internal control over financial reporting using the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of Behringer Advisors II concluded that the Liquidating Trust’s internal controls, as of December 31, ~~2013~~2014, were effective in providing reasonable assurance regarding reliability of financial reporting.

~~Net assets~~Changes in ~~liquidation~~Internal ~~increased~~Control ~~$4.8~~Over ~~million during the year ended December 31, 2013. The primary reason for the increase in net~~Financial assets was related to the back-end promoted interests on the sale of Landmark I & II which we sold in 2011. During 2013, we recorded an accounts receivable of approximately $6.3 million related to the back-end promoted interests. We received payment of $6.2 million in January 2014.Reporting

~~Liquidity~~There has been no change ~~and~~in ~~Capital~~internal ~~Resources~~control over financial reporting that occurred during the year ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Our~~Item ~~total assets and net assets in liquidation were $62~~9B.1 ~~million~~Other ~~and $16~~Information.2 million, respectively, at December 31, 2013. Our ability to meet our obligations is contingent upon the sale of our remaining assets. 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 there from.

~~Current Sources of Capital and Liquidity~~None.

~~We anticipate,~~PART but cannot assure, that our cash flow from operations and sale of our 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 2016.III

~~Other Liquidity~~Item ~~Needs~~10. Directors, Executive Officers and Corporate Governance.

~~We believe~~Managing ~~that we will have sufficient capital resources to satisfy our liquidity needs during the liquidation period.~~Trustee

27Prior to the Effective Date, the Partnership operated under the direction of its General Partners, Behringer Advisors II and Mr. Robert M. Behringer. Since the Effective Date, the Liquidating Trust operates under the direction of our Managing Trustee, Behringer Advisors II, which was formerly one of the General Partners. The Managing Trustee is assisted by the employees of HPT, the general partner of Behringer Advisors II. We do not employ our own management personnel; 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 and property management.

~~As of~~Our ~~December~~Managing 31Trustee, ~~2013~~Behringer Advisors II, is wea ~~estimate~~Texas ~~that~~limited wepartnership ~~will~~formed ~~have~~in ~~approximately~~July $22002.1 ~~million~~The executive office of ~~commitments~~Behringer ~~and~~Advisors II ~~expenditures~~is located ~~during~~at ~~the~~15601 ~~liquidation period.~~Dallas ~~However~~Parkway, ~~there~~Suite ~~can~~600, beAddison, noTexas ~~assurance~~75001. ~~that~~Behringer weAdvisors II ~~will~~is ~~not~~owned ~~exceed~~by ~~the~~HPT, ~~amounts~~its ofsole ~~these~~general partner, ~~estimated~~and ~~expenditures~~Behringer orHarvard ~~that~~Partners, weLLC ~~will be~~(“Behringer ~~able~~Partners”), toits ~~obtain~~sole ~~additional~~limited ~~sources~~partner. ofBehringer ~~financing~~Holdings onis the ~~commercially~~sole ~~favorable~~owner ~~terms,~~of orHPT atand ~~all~~Behringer Partners. ABehringer ~~material~~Holdings ~~adverse~~also ~~change~~is in the ~~net~~ ~~cash~~indirect ~~provided~~owner byof ~~operating~~our ~~activities~~Property orManager, ~~net~~Behringer Development ~~proceeds~~Company ~~expected~~LP, ~~from~~a ~~the~~real ~~liquidation~~estate ofdevelopment ~~our~~company, ~~remaining~~and ~~assets~~Behringer ~~may~~Securities, ~~affect~~ our ~~ability~~ todealer ~~fund these items~~manager.

~~Liquidating distributions~~Behringer ~~will~~Advisors beII ~~determined~~was created in ~~our~~2002 ~~Managing~~for the ~~Trustee’s~~ sole ~~discretion~~purpose ~~and~~of ~~are~~acting ~~dependent~~as onone ~~a number~~ of ~~factors, including~~ the ~~amount~~Partnership’s ofGeneral ~~funds~~Partners. ~~available~~It ~~for~~is ~~distribution,~~managed ~~our~~by ~~financial~~its ~~condition,~~executive ~~our capital expenditures~~officers, ~~and other factors our Managing Trustee may deem relevant.~~namely:

We currently have limited exposure to the credit markets. The 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.

Name	Age	Position(s)
Robert S. Aisner (1)	68	Chairman, Chief Executive Officer and President
Gary S. Bresky	48	Chief Financial Officer
M. Jason Mattox	39	Executive Vice President
S. Jason Hall	48	Treasurer

~~Off-Balance Sheet~~(1) ~~Arrangements~~On January 5, 2015, Michael J. O’Hanlon notified the Managing Trustee, of his decision to resign, effective immediately, as the Chief Executive Officer and President of the Managing Trustee and all other officer positions with the Managing Trustee and with the Trust’s subsidiaries. The Managing Trustee’s general partner appointed the Managing Trustee’s Chairman, Robert S. Aisner, to serve as Chairman, Chief Executive Officer and President effective January 5, 2015.

~~There~~Robert S. Aisner ~~are~~is nothe ~~off-balance~~Chairman ~~sheet~~of ~~arrangements~~Behringer ~~that~~Advisors ~~are~~II. ~~reasonably~~Mr. Aisner ~~likely~~has toserved ~~have~~as President (from May 2005 until February 2013), Chief Executive Officer (from June 2008 until May 2009 and from July 2009 until February 2013), and a ~~current~~director orsince ~~future~~June 2003 ~~material~~of ~~effect~~TIER onREIT, (formerly ~~our~~Behringer ~~financial~~Harvard REIT I, Inc). In addition, Mr. Aisner served as Chairman (from January 2013 until October 2014) and ~~condition~~a director (from June 2006 until October 2014) of Behringer Harvard Opportunity REIT I. Mr. Aisner also has served as Chairman (since February 2013), ~~changes~~a indirector ~~financial~~(since ~~condition~~January 2007) and Principal Executive Officer (since January 2015) of Behringer Harvard Opportunity REIT II. In addition, ~~revenues~~Mr. orAisner ~~expenses~~serves as a director of Monogram Residential Trust, ~~results~~Inc. (formerly Behringer Harvard Multifamily REIT I, Inc.), a New York Stock Exchange-listed REIT (MORE-NYSE). Furthermore, Mr. Aisner serves as a Class II Director of ~~operations~~Priority Senior Secured Income Fund, ~~liquidity~~Inc., ~~capital~~a ~~expenditures~~closed-end ormanagement ~~capital~~investment company jointly advised by Behringer Holdings ~~resources~~and Prospect Capital Management, LLC. Mr. Aisner is also Chief Executive Officer and President of other Behringer companies.

~~Contractual~~Mr. Aisner has over 30 ~~Obligations~~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. In addition to Mr. Aisner's commercial real estate experience, as an officer and director of Behringer-sponsored programs and their advisors, Mr. Aisner has overseen the acquisition, structuring and management of various types of real estate-related loans, including mortgages and mezzanine loans. From 1996 until joining TIER REIT in 2003, Mr. Aisner served as (i) Executive Vice President of AMLI Residential Properties Trust, formerly a New York Stock Exchange listed REIT that 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, which oversaw all of AMLI’s apartment operations in 80 communities, (iii) President of the AMLI Corporate Homes division that managed AMLI’s corporate housing properties, (iv) Vice President of AMLI Residential Construction, a division of AMLI that performed real estate construction services, and (v) Vice President of AMLI Institutional Advisors, the AMLI division that served 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. Mr. Aisner is a member of the Board of Directors of the Association of Foreign Investors in Real Estate (AFIRE), the Board of Directors of the National Multi-Housing Council (NMHC), the Urban Land Institute (ULI) and the Pension Real Estate Association (PREA). From 1984 to 1994, Mr. Aisner served as Vice President of HRW Resources, Inc., a real estate development and management company, where he served as Vice President. Mr. Aisner received a Bachelor of Arts degree from Colby College and a Masters of Business Administration degree from the University of New Hampshire.

The following table sets forth certain information concerning the Liquidating Trust’s contractual obligations and commercial commitments as of December 31, 2013, and outlines expected future payments to be made by the Liquidating Trust under such obligations and commitments (in thousands): 28

	Payments due by period (1)
	Totals		2014		2015		2016		2017		2018		Thereafter
Notes payable	$	41,096	$	10,282	$	30,814	$	-	$	-	$	-	$	-
Interest		4,995		3,273		1,722		-		-		-		-
Total	$	46,091	$	13,555	$	32,536	$	-	$	-	$	-	$	-

Gary S. Bresky is the Chief Financial Officer of Behringer Advisors II. Mr. Bresky also serves as Executive Vice President and Chief Financial Officer or in similar executive capacities with other entities sponsored by Behringer Holdings, including Behringer Harvard Advisors I LP, the managing trustee of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust. He previously served as Chief Financial Officer of TIER REIT (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).

~~(1)~~Mr. Bresky ~~Does~~has ~~not~~been active ~~include~~in ~~discount~~commercial real estate and related financial activities for over 20 years. Prior to his employment with Behringer Advisors II, Mr. Bresky served as Senior Vice President of ~~approximately~~Finance $0with Harvard Property Trust, Inc.4 ~~million~~from 1997 to 2001. ~~Includes~~In $8this capacity, Mr.8 ~~million~~Bresky ~~notes~~was ~~payable~~responsible tofor directing all accounting and financial reporting functions and overseeing all treasury management and banking functions for the company. Mr. Bresky also was integral in analyzing deal and capital structures as well as participating in all major decisions related ~~party~~to any acquisition or sale of assets.

~~New~~Mr. ~~Accounting~~Bresky ~~Pronouncements~~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.

~~In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date~~M. ~~The~~Jason ~~update requires an entity to measure obligations resulting from~~Mattox ~~joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance~~ is ~~fixed at~~ the ~~reporting~~Executive ~~date,~~Vice asPresident ~~the sum~~ of ~~the~~Behringer ~~amount~~Advisors ~~the~~II ~~reporting entity agreed to pay on the basis of its arrangement among its co-obligors~~ and ~~any~~serves ~~additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance~~ in ~~the~~a ~~update~~similar ~~also~~capacity ~~requires an~~with ~~entity to disclose the nature and amount of the obligation as well as~~ other ~~information~~Behringer ~~about those obligations~~companies. ~~This guidance~~From is2002 ~~effective~~until ~~for~~March ~~the first interim or annual period beginning on or after December 15~~2006, ~~2013~~Mr. ~~The~~Mattox ~~adoption~~served ofas ~~this~~the ~~guidance~~Senior ~~is not~~Vice ~~expected~~President toof ~~have~~Behringer aAdvisors ~~material impact on our financial statements or disclosures~~II.

~~Inflation~~From 1997 until joining Behringer Advisors II in 2002, Mr. Mattox served as a Vice President 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.

~~The real~~Mr. ~~estate~~Mattox ~~market~~is ~~has~~a ~~not~~continuing member ~~been~~of ~~affected~~the ~~significantly~~Building byOwners ~~inflation~~and inManagers Association and the ~~past~~National ~~several~~Association ~~years~~of ~~due~~Industrial toand ~~the~~Office ~~relatively~~Properties. ~~low~~Mr. ~~inflation~~Mattox ~~rate.~~holds ~~The~~FINRA ~~majority~~Series of7, ~~our~~24 ~~leases~~and ~~contain~~63 ~~inflation~~registrations. ~~protection~~Mr. ~~provisions~~Mattox ~~applicable~~received toboth ~~reimbursement~~a ~~billings~~Bachelor ~~for~~of ~~common~~Business ~~area maintenance~~Administration ~~charges~~degree, ~~real~~with ~~estate tax~~ honors, and ~~insurance reimbursements on~~ a ~~per~~Bachelor ~~square~~of ~~foot~~Science ~~basis~~degree, orcum ~~in some cases~~laude, ~~annual~~from ~~reimbursement of~~Southern ~~operating~~Methodist ~~expenses above a certain per square foot allowance~~University.

~~Item~~S. 7AJason Hall is Treasurer of Behringer Advisors II and, in such capacity, Mr. ~~Quantitative~~Hall served as principal accounting officer of the Partnership and now ~~Qualitative~~serves ~~Disclosures~~as ~~About~~principal ~~Market~~accounting ~~Risk~~officer of the Liquidating Trust. Mr. Hall also serves as the Chief Financial Officer, Senior Vice President, Chief Accounting Officer and Treasurer for Behringer Harvard Opportunity REIT II and is responsible for its accounting and financial reporting. He has held the position of Director of Financial Reporting for other Behringer-sponsored programs since 2010. Mr. Hall joined Behringer in 2005 as SEC Reporting Manager. From 2000 to 2004, he served in a number of accounting positions, including Corporate Controller from 2003 to 2004, at Aegis Communications Group, Inc., then publicly traded on NASDAQ and the nation’s seventh largest provider of outsourced customer care services. Prior to joining Aegis Communications Group, Mr. Hall spent five years as Corporate Controller for a private distribution company and three years in public accounting. Mr. Hall is a certified public accountant in the state of Texas and received a Bachelor of Business Administration in Finance from Angelo State University and a Master of Business Administration from Tarleton State University.

~~We may~~Other be exposed to interest rate changes primarily from variable interest rate debt incurred to acquire and develop properties, issue loans and make other permitted investments. Our management’s objectives, with regard to interest rate risks, are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we borrow primarily at fixed rates or variable rates with the lowest margins available and in some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We may enter into derivative financial instruments such as options, forwards, interest rate swaps, caps or floors to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate portion of our variable rate debt. None of the Partnership’s approximately $40.7 million in notes payable at December 31, 2013 were subject to variable interest rates.Personnel

28The Managing Trustee, Behringer Advisors II, is assisted by the officers and employees of HPT, which is the general partner of Behringer Advisors II. HPT and its affiliates will continue to hire employees as needed.

~~At December 31, 2013, the Liquidating Trust did not have any foreign operations and thus were not exposed to foreign currency fluctuations.~~29

~~Item~~Advisory ~~8. Financial Statements and Supplementary Data.~~Board

The ~~information~~ ~~required~~Liquidating byTrust ~~this~~does not ~~Item~~have 8a isboard ~~hereby~~of ~~incorporated~~directors. byThe ~~reference~~Partnership’s toGeneral ~~our~~Partners ~~unaudited~~were ~~financial~~initially ~~statements~~assisted ~~beginning~~by onan ~~page F-1~~advisory ofboard, ~~this~~which ~~Annual~~was dissolved ~~Report~~ on ~~Form~~March ~~10-K~~31, 2008.

~~Item~~No 9.Audit ~~Changes~~Committee; inNo “Audit ~~and~~Committee ~~Disagreements With Accountants on Accounting and~~ Financial ~~Disclosure.~~Expert”

WeThe Liquidating Trust does not, nor did ~~not~~the ~~employ~~Partnership anas ~~independent~~predecessor, ~~registered~~have ~~public~~a ~~accounting~~board ~~firm~~of todirectors ~~perform~~and, as such, has no board committees such as an audit oncommittee. Because ~~the~~we do not have an audit committee, we do not have an “audit committee financial ~~statements~~expert.” ~~contained~~The inManaging ~~this~~Trustee ~~Annual~~is ~~Report~~responsible onfor ~~Form~~managing ~~10-K~~the relationship with our independent registered public accounting firm.

~~Item~~Section ~~9A.~~16(a) ~~Controls~~Beneficial ~~and~~Ownership ~~Procedures.~~Reporting Compliance

~~Evaluation~~Section 16(a) of the Exchange Act requires each director, officer, and individual beneficially owning more than 10% of ~~Disclosure~~a ~~Controls~~registered security of the Partnership to file with the SEC reports of security ownership and ~~Procedures~~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 2013 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.

~~The management~~Code of Behringer Advisors II, as Managing Trustee of the Liquidating Trust, including its Chief Executive Officer and Chief Financial Officer, evaluated as of December 31, 2013 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 II concluded that our disclosure controls and procedures, as of December 31, 2013, were effective for the purpose of ensuring that information required to be disclosed by us the reports filed or submitted by us under the Exchange 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 II, as our Managing Trustee, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Ethics

~~We believe,~~Behringer ~~however~~Advisors II, both ~~that~~formerly as a ~~controls~~General ~~system,~~Partner noof ~~matter~~the ~~how~~Partnership ~~well~~and ~~designed~~now ~~and~~as ~~operated,~~Managing ~~cannot~~Trustee ~~provide~~of ~~absolute~~the ~~assurance~~Liquidating ~~that~~Trust, ~~the objectives~~adopted a code of ~~the~~ethics applicable ~~controls~~to ~~systems~~its ~~are~~principal ~~met~~executive officer, principal financial officer, principal accounting officer, controller and noother employees. ~~evaluation~~A copy of ~~controls~~the ~~can~~code ~~provide~~of ~~absolute~~ethics ~~assurance~~of ~~that~~Behringer ~~all~~Advisors ~~control~~II ~~issues~~may be obtained from our web site at http://www.behringerinvestments.com. ~~and~~The ~~instances~~website ofwill ~~fraud~~be orupdated ~~error,~~to ifinclude any, ~~within~~material awaivers ~~partnership~~or ~~have~~modifications ~~been~~to ~~detected~~the code of ethics.

~~Management’s Annual~~Item ~~Report~~11. onExecutive ~~Internal Control Over Financial Reporting~~Compensation.

~~Our~~Prior to the Effective ~~management~~Date, isthe ~~responsible~~Partnership ~~for~~operated ~~establishing~~under ~~and~~the ~~maintaining~~direction ~~adequate~~of ~~internal~~its ~~control~~General ~~over~~Partners. ~~our~~Since ~~financial~~the ~~reporting~~Effective ~~(as~~Date, ~~defined~~the Liquidating Trust operates inunder ~~Exchange~~the ~~Act~~direction ~~Rules~~of ~~13a-15(f)~~our ~~and~~Managing ~~15d-15(f))~~Trustee, Behringer Advisors II, which was formerly one of the General Partners. ~~The~~As ~~Liquidating~~of ~~Trust’s~~December 31, ~~management~~2014, ~~including~~neither, the ~~Chief~~Partnership ~~Executive~~or ~~Officer~~the Liquidating Trust made any payments to Mr. Behringer as compensation for serving as General Partner of the Partnership. The officers and ~~Chief~~employees ~~Financial~~of ~~Officer~~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 II, and its other affiliates, as ~~Managing~~provided ~~Trustee~~for ofin ~~the~~our Liquidating Trust Agreement, ~~evaluated~~which fees are the same as ofthose ~~December 31, 2013~~ paid by the ~~effectiveness~~Partnership to Behringer Advisors II as General Partner. We do not directly compensate the executive officers of our ~~internal~~Managing ~~control~~Trustee, ~~over~~nor ~~financial~~do ~~reporting~~we ~~using~~reimburse ~~the~~our ~~framework~~Managing inTrustee ~~Internal~~for ~~Control~~compensation –paid ~~Integrated~~to the executive officers, ~~Framework~~for ~~issued~~services byrendered to us. Reimbursement for the ~~Committee~~costs of ~~Sponsoring~~salaries ~~Organizations~~and benefits of the ~~Treadway~~employees ~~Commission.~~of ~~Based~~our onManaging Trustee relate to compensation paid to the Managing Trustee’s employees that ~~evaluation~~provide services to us such as accounting, ~~the~~administrative ~~Chief~~or ~~Executive~~legal, ~~Officer~~for ~~and~~which ~~Chief~~our ~~Financial~~Managing ~~Officer~~Trustee ofor ~~Behringer~~its ~~Advisors~~affiliates IIare ~~concluded~~not ~~that~~entitled ~~the~~to ~~Liquidating~~a ~~Trust’s~~separate ~~internal~~fee. ~~controls~~Accordingly, we do not have, and our asManaging ofTrustee ~~December~~has 31not considered, ~~2013~~a compensation policy or program for itself, ~~were~~its ~~effective~~affiliates, any of its employees or any employees of affiliates of our Managing Trustee and we have not included a Compensation Discussion and Analysis in ~~providing~~this ~~reasonable~~Annual ~~assurance~~Report ~~regarding~~on Form ~~reliability~~10-K. See “Item 13. Certain Relationships and Related Transactions, and Director Independence” for a description of ~~financial~~the ~~reporting~~fees payable and expenses reimbursed to our affiliates.

~~Changes in~~Item ~~Internal~~12. ~~Control~~Security ~~Over~~Ownership ~~Financial~~of ~~Reporting~~Certain Beneficial Owners and Management and Related Stockholder Matters.

~~There~~We do not have any officers ~~has~~or ~~been~~directors. noThe ~~change~~Partnership’s intwo ~~internal~~General ~~control~~Partners, ~~over~~Mr. ~~financial~~Behringer ~~reporting~~and ~~that~~Behringer ~~occurred~~Advisors ~~during~~II, each owned 50% of the ~~year~~general partnership ~~ended~~interests ~~December 31~~of the Partnership. Behringer Advisors II, ~~2013~~ in its capacity as our Managing Trustee, does not own any beneficial ~~that~~interest ~~has~~in ~~materially~~the ~~affected~~Liquidating Trust. We do not maintain any equity compensation plans, orand isno ~~reasonably~~arrangements ~~likely~~exist tothat ~~materially~~would, ~~affect~~upon operation, ~~our~~result ~~internal~~in ~~control~~a ~~over~~change ~~financial~~in ~~reporting~~control.

~~Item~~The 9Bfollowing table sets forth information as of March 19, 2015 regarding the beneficial ownership of units of our beneficial interest by each person known by us to own 5% or more of the outstanding beneficial interests, each of our directors or the directors of our Managing Trustee, each of our executive officers or the executive officers of our Managing Trustee, and our directors and executive officers, or the directors and executive officers of our Managing Trustee, as a group. ~~Other~~The ~~Information~~percentage of beneficial ownership is calculated based on 10,799,839 units of beneficial interest.

~~None.~~30

		Beneficial Interest		Percent
		Units Beneficially		of
Title of Class	Beneficial owner	Owned		Class
Beneficial interest	Behringer Harvard Advisors II LP (1)(3)		-		*
Beneficial interest	Robert S. Aisner (1)(2)(4)		386.74		*
Beneficial interest	Gary S. Bresky (1)(2)		-		*
Beneficial interest	M. Jason Mattox (1)(2)		-		*
Beneficial interest	S. Jason Hall (1)(2)		-		*
Beneficial interest	All current executive officers as a group
	(4 persons)		386.74		*

~~PART~~*Denotes ~~III~~less than 1%

~~Item~~(1) 10The address of Messrs. ~~Directors~~Aisner, ~~Executive~~Bresky, ~~Officers~~Mattox, Hall and ~~Corporate~~Behringer ~~Governance~~Advisors II is 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

(2) Messrs. Aisner, Bresky, Mattox and Hall are Executive Officers of our Managing Trustee, Behringer Advisors II.

~~Prior to~~(3) ~~the Effective Date, the Partnership operated under the direction of its General Partners,~~ Behringer ~~Advisors II~~Harvard ~~and Mr. Robert M. Behringer. Since the Effective Date, the Liquidating Trust operates under the direction of our Managing Trustee, Behringer~~ Advisors II, ~~which was formerly one of the General Partners. The Managing Trustee~~ is ~~assisted by the employees of HPT, the general partner of Behringer Advisors II. We do not employ~~ our ~~own management personnel; 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.~~

~~Our Managing~~(4) ~~Trustee,~~On ~~Behringer~~January ~~Advisors II~~5, is a2015, ~~Texas~~Michael ~~limited~~J. ~~partnership~~O’Hanlon ~~formed~~notified inthe ~~July~~Managing ~~2002.~~Trustee, ~~The executive office~~ of ~~Behringer~~ ~~Advisors II~~his isdecision ~~located~~to ~~at 15601 Dallas Parkway~~resign, ~~Suite~~effective ~~600~~immediately, ~~Addison,~~as ~~Texas~~the ~~75001.~~Chief ~~Behringer~~Executive ~~Advisors II~~Officer ~~is owned~~and byPresident ~~HPT,~~of ~~its~~the ~~sole~~Managing ~~general~~Trustee ~~partner,~~ and ~~Behringer~~all ~~Harvard~~other ~~Partners,~~officer ~~LLC~~positions ~~(“Behringer~~with ~~Partners”),~~the ~~its~~Managing ~~sole~~Trustee ~~limited partner.~~and ~~Behringer~~with ~~Holdings is~~ the ~~sole~~Trust’s ~~owner~~subsidiaries. ofThe ~~HPT~~Managing ~~and~~Trustee’s ~~Behringer~~general ~~Partners.~~partner ~~Behringer~~appointed ~~Holdings also is~~ the ~~indirect~~Managing ~~owner~~Trustee’s ~~of our~~Chairman, ~~Property~~Robert ~~Manager~~S. Aisner, ~~Behringer~~to ~~Development~~serve ~~Company~~as LPChairman, aChief ~~real~~Executive ~~estate~~Officer ~~development~~and ~~company,~~President ~~and~~effective ~~Behringer~~January ~~Securities~~5, ~~our dealer manager~~2015.

~~Behringer Advisors~~Item ~~II was created in 2002 for the sole purpose of acting as one of the Partnership’s General Partners~~13. ItCertain isRelationships ~~managed by~~and ~~its~~Related ~~executive officers~~Transactions, ~~namely:~~and Director Independence.

Name	Age	Position(s)
Robert S. Aisner	67	Chairman
Michael J. O’Hanlon	62	Chief Executive Officer and President
Gary S. Bresky	47	Chief Financial Officer
M. Jason Mattox	38	Executive Vice President
S. Jason Hall	47	Treasurer

Transactions with Related Persons

~~Robert S.~~The ~~Aisner~~Managing isTrustee ~~the~~and certain ~~Chairman~~ of ~~Behringer~~its ~~Advisors~~affiliates ~~II.~~are ~~Mr. Aisner~~entitled ~~has~~to ~~served~~receive asfees ~~President (from May 2005 until February 2013), Chief Executive Officer (from June 2008 until May 2009~~ and ~~from~~compensation ~~July~~in ~~2009~~connection ~~until~~with ~~February~~the ~~2013),~~management and asale ~~director since June 2003~~ of ~~TIER~~our ~~REIT~~assets, ~~(formerly Behringer Harvard REIT I, Inc). In addition, Mr. Aisner serves as Chairman (since January 2013) and a~~ ~~director~~which ~~(since~~fees ~~June~~are ~~2006)~~the ofsame ~~Behringer Harvard Opportunity REIT I. Mr. Aisner also has served~~ as ~~Chairman~~those ~~(since~~previously ~~January~~paid ~~2013) and~~by athe ~~director~~Partnership ~~(since~~to ~~January 2007) of~~ Behringer ~~Harvard~~Advisors ~~Opportunity REIT~~ II ~~and~~ as ~~Chief~~General ~~Executive~~Partner. ~~Officer~~In ~~and~~its ~~a director of~~former ~~Behringer~~capacity ~~Harvard Multifamily REIT since August 2006. Furthermore, Mr. Aisner serves~~ as aGeneral ~~Class~~Partner ~~II Director~~ of ~~Priority~~the ~~Senior Secured Income Fund~~Partnership, ~~Inc.,~~Behringer aAdvisors ~~closed-end~~II ~~management~~and ~~investment~~certain ~~company~~of ~~jointly~~its ~~advised~~affiliates byhave ~~Behringer~~also ~~Holdings~~received ~~and~~fees ~~Prospect Capital~~in ~~Management,~~the ~~LLC.~~past ~~Mr.~~in ~~Aisner~~connection iswith ~~also~~the ~~Chief~~Partnership’s ~~Executive~~Offering ~~Officer~~ and ~~President of other Behringer companies~~acquisitions.

~~Mr. Aisner~~For ~~has~~the ~~over~~management 30and leasing ~~years~~ of ~~commercial~~our ~~real estate experience with acquiring~~properties, ~~managing~~we ~~and~~pay ~~disposing~~the ofProperty ~~properties~~Manager ~~located~~property ~~in the~~management ~~United States~~ and ~~other~~leasing ~~countries,~~fees ~~including~~equal ~~Germany,~~to the ~~Netherlands,~~lesser ~~England,~~of: (a) the amounts ~~Bahamas~~charged ~~and~~by ~~Australia.~~unaffiliated ~~From~~persons ~~1996~~rendering ~~until joining~~comparable ~~TIER~~services ~~REIT~~ in ~~2003,~~the ~~Mr.~~same ~~Aisner~~geographic ~~served~~area asor (ib)(1) ~~Executive~~for ~~Vice~~commercial ~~President~~properties that ofare ~~AMLI~~not ~~Residential~~leased ~~Properties~~on ~~Trust, formerly~~ a ~~New~~ ~~York~~long-term ~~Stock~~net ~~Exchange~~lease ~~listed REIT that focused on the development~~basis, ~~acquisition~~4.5% ~~and management~~ of ~~upscale~~gross ~~apartment communities~~revenues, ~~which~~ ~~serves~~plus asseparate ~~advisor~~leasing ~~and~~fees ~~asset~~of ~~manager~~up ~~for institutional investors with respect~~ to ~~their~~1.5% ~~multifamily~~of ~~real~~gross revenues ~~estate~~based ~~investment activities,~~upon ~~(ii)~~the ~~President~~customary ofleasing ~~AMLI~~fees ~~Management~~applicable ~~Company,~~to ~~that~~the ~~oversees~~geographic ~~all~~location of ~~AMLI’s~~the ~~apartment~~properties, ~~operations~~and ~~in 80 communities,~~ (~~iii~~2) in ~~President~~the case of ~~the~~commercial ~~AMLI~~properties ~~Corporate~~that ~~Homes~~are ~~division~~leased ~~that~~on ~~manages~~a ~~AMLI’s~~long-term ~~corporate~~net ~~housing~~lease ~~properties,~~basis (~~iv)~~ten ~~Vice~~or ~~President of~~more ~~AMLI Residential Construction~~years), a1% ~~division~~ of ~~AMLI~~gross ~~that~~revenues ~~performs~~plus ~~real~~a ~~estate~~one-time initial ~~construction~~leasing ~~services,~~fee ~~and~~of ~~(v)~~3% ~~Vice~~of ~~President~~gross ~~of AMLI~~revenues ~~Institutional~~payable ~~Advisors,~~over the ~~AMLI~~first ~~division~~five ~~that~~years ~~serves~~of asthe ~~institutional~~lease ~~advisor~~term. ~~and~~We ~~asset~~reimburse ~~manager~~the ~~for~~costs ~~institutional~~and ~~investors~~expenses ~~with~~incurred ~~respect~~by toour ~~their~~Property ~~multifamily~~Manager ~~real~~on ~~estate~~our ~~activities.~~behalf, ~~Mr.~~including ~~Aisner~~the ~~also~~wages ~~served~~and onsalaries ~~AMLI’s~~and ~~Executive~~other ~~Committee~~employee-related ~~and~~expenses ~~Investment Committee~~of ~~from~~all ~~1999~~on-site employees ~~until~~who ~~2003.~~are ~~From~~engaged ~~1994~~in ~~until~~the ~~1996~~operation, ~~Mr.~~management, ~~Aisner~~maintenance ~~owned~~ and ~~operated~~leasing ~~Regents~~or ~~Management,~~access ~~Inc.,~~control ~~which~~of ~~had~~our ~~both~~properties, aincluding ~~multifamily~~taxes, ~~development~~insurance and ~~construction~~benefits ~~group,~~relating ~~and~~to asuch ~~general~~employees, ~~commercial~~and ~~property~~legal, ~~management~~travel ~~group.~~and ~~From~~other ~~1984~~out-of-pocket toexpenses ~~1994,~~that heare ~~was~~directly ~~employed~~related byto ~~HRW~~the ~~Resources,~~management ~~Inc~~of specific properties., aDuring ~~real~~the ~~estate~~year ~~development~~ended ~~and~~December ~~management~~31, ~~company~~2014, ~~where~~the heLiquidating ~~served~~Trust asincurred ~~Vice President. Mr. Aisner~~property ~~received~~management afees ~~Bachelor~~payable ofto ~~Arts~~the ~~degree~~Property ~~from~~Manager ~~Colby College and a Masters~~ of ~~Business~~less ~~Administration~~than ~~degree~~$0.1 ~~from the University of New Hampshire~~million.

30We pay Behringer Advisors II 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. For the year ended December 31, 2014, the Liquidating Trust incurred asset management fees of $0.1 million.

~~Michael J.~~We ~~O’Hanlon~~may ~~has~~pay ~~served as Chief Executive Officer and President of~~ Behringer Advisors ~~II since January 2012. Mr. O’Hanlon~~ ~~has also served as Chief Executive Officer and President of several other Behringer-sponsored programs, including Behringer Harvard Opportunity REIT I and Behringer Harvard Opportunity REIT~~ II, ~~since~~or ~~January~~its ~~2012.~~affiliates ~~In addition, Mr. O’Hanlon has served as~~ a ~~director~~debt offinancing ~~Behringer~~fee ~~Harvard~~for ~~Opportunity~~certain ~~REIT~~debt Imade ~~and~~available ~~Behringer Harvard Opportunity REIT II since February 2013. From September 2010~~ to ~~December 2011, Mr~~us. ~~O’Hanlon~~ ~~was~~For ~~President~~the ~~and~~year ~~Chief~~ended ~~Operating~~December ~~Officer of Billingsley Company~~31, ~~a major Dallas~~2014, ~~Texas-based~~ ~~owner,~~the ~~operator and developer that has interests in commercial office, industrial, retail, and multifamily properties.~~Liquidating ~~From November 2007 to October 2009, Mr. O’Hanlon served as Chief Executive Officer and President for Inland Western Retail Real Estate~~ Trust, ~~Inc.,~~incurred ano ~~public~~such non-traded REIT, where he was responsible for an $8.5 billion national retail and office portfolio consisting of 335 properties and 51 million square feet. From January 2005 to October 2007, Mr. O’Hanlon served as head of Asset Management for Inland Real Estate Group of Companies. In total, Mr. O’Hanlon has over 30 years of management experience with public and private firms with commercial real estate portfolios, with a broad range of responsibilities including overseeing acquisitions, dispositions, restructurings, joint ventures and capital raising, and with experience with a diverse group of real estate-related investments including multifamily and debt~~-related~~ ~~investments.~~financing Mrfee. O’Hanlon received a Masters of Business Administration, Finance-Money and Financial Markets degree from Columbia University Graduate School of Business. Mr. O’Hanlon has also received a Bachelor of Science, Accounting degree from Fordham University. Mr. O’Hanlon has served and been an active member of the Real Estate Roundtable, NAREIT, ICSC and ULI.

~~Gary S.~~We ~~Bresky~~may isreimburse ~~the Chief Financial Officer of~~ Behringer Advisors II. ~~Mr.~~for ~~Bresky~~costs ~~also serves as Executive Vice President~~ and ~~Chief~~ ~~Financial~~expenses ~~Officer~~paid or inincurred ~~similar~~to ~~executive~~provide ~~capacities~~services ~~with~~to ~~other~~us ~~entities sponsored by Behringer Holdings,~~ including ~~Behringer Harvard~~direct ~~Advisors~~expenses Iand ~~LP,~~ the ~~managing~~costs ~~trustee~~ of ~~Behringer Harvard Mid-Term Value Enhancement Liquidating Trust. He previously served~~salaries asand ~~Chief~~benefits ~~Financial Officer~~ of ~~TIER~~certain ~~REIT~~persons ~~(from~~employed ~~June~~by ~~2002~~those toentities ~~May~~and ~~2009),~~performing ~~Behringer~~services ~~Harvard~~for ~~Opportunity~~us, ~~REIT~~as Ipermitted ~~(from~~by ~~November~~the ~~2004~~Liquidating Trust toAgreement. ~~November~~For ~~2010),~~the ~~Behringer~~year ~~Harvard~~ended ~~Opportunity~~December ~~REIT~~31, II2014, ~~(from~~the ~~January~~Liquidating ~~2007~~Trust toincurred ~~November~~such ~~2010)~~cost ~~and~~for ~~Behringer~~administrative ~~Harvard~~services ~~Multifamily~~totaling ~~REIT~~$0.2 ~~I (from August 2006 to September 2009)~~million.

~~Mr. Bresky has~~On ~~been~~December ~~active~~31, in2014, we ~~commercial~~entered ~~real~~into ~~estate~~a ~~and~~Note ~~related~~Modification ~~financial~~Agreement ~~activities~~to ~~for~~amend ~~over~~the 20terms ~~years.~~of ~~Prior~~the toBHH ~~his~~Loan ~~employment~~ with ~~Behringer Advisors~~all ~~II,~~borrowings ~~Mr.~~and ~~Bresky~~accrued ~~served~~interest asdue on ~~Senior~~December ~~Vice President of Finance with Harvard Property Trust~~31, ~~Inc~~ 2015. ~~from~~The ~~1997~~outstanding toprincipal ~~2001.~~balance Inunder ~~this capacity,~~the ~~Mr.~~BHH ~~Bresky~~Loan ~~was~~at ~~responsible~~December ~~for~~31, ~~directing~~2014 ~~all accounting~~ and ~~financial~~2013 ~~reporting~~was ~~functions~~$1 ~~and~~million ~~overseeing all treasury~~and ~~management~~$8.8 ~~and~~million, ~~banking~~respectively. ~~functions~~The ~~for~~BHH ~~the~~Loan ~~company.~~is ~~Mr.~~unsecured, ~~Bresky~~has ~~also~~an ~~was~~interest ~~integral~~rate inof ~~analyzing~~5.0% ~~deal~~per annum and ~~capital~~requires ~~structures~~no asmonthly ~~well~~payments asof ~~participating~~interest ~~in all major decisions related to any acquisition~~ or ~~sale of assets~~principal.

~~Mr.~~At December 31, 2014, ~~Bresky~~we ~~holds~~had ~~FINRA~~payables ~~Series~~to 7related parties of less than $1 million. We are dependent on Behringer Advisors II, 24our Property Manager, 27or their ~~and~~affiliates, 63for ~~registrations.~~certain ~~Mr.~~services ~~Bresky~~that ~~received~~are aessential ~~Bachelor~~to ofus, ~~Arts~~including ~~degree~~disposition ~~from~~decisions, ~~the~~property ~~University~~management ofand leasing ~~California~~services –and ~~Berkeley~~other general and aadministrative ~~Masters~~responsibilities. ofIn ~~Business~~the ~~Administration~~event ~~degree~~that ~~from~~these companies are unable to provide the ~~University~~respective services ofto ~~Texas~~us, atwe ~~Austin~~will be required to obtain such services from other sources.

M. Jason Mattox is the Executive Vice President of Behringer Advisors II and serves in a similar capacity with other Behringer companies. From 2002 until March 2006, Mr. Mattox served as the Senior Vice President of Behringer Advisors II.31

~~From 1997~~Policies ~~until joining Behringer Advisors II in 2002, Mr. Mattox served as a Vice President of Harvard Property Trust, Inc.~~ and ~~became a~~Procedures ~~member~~for ofTransactions 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~~Related 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.Persons

~~Mr. Mattox~~The isagreements aand ~~continuing~~arrangements among ~~member~~the ofLiquidating ~~the~~Trust, ~~Building~~our ~~Owners~~Managing Trustee and ~~Managers~~its ~~Association~~affiliates ~~and~~have ~~the~~been ~~National~~established ~~Association~~by ofour ~~Industrial~~Managing Trustee, and ~~Office~~our Managing ~~Properties.~~Trustee ~~Mr.~~believes ~~Mattox~~the ~~holds~~amounts ~~FINRA~~to ~~Series~~be 7,paid 24thereunder to be reasonable and 63customary ~~registrations.~~under Mrthe circumstances. Additionally, our ~~Mattox~~Managing ~~received~~Trustee ~~both~~has a ~~Bachelor~~fiduciary obligation to act in the best interests of ~~Business~~both ~~Administration degree,~~our ~~with~~beneficiaries ~~honors,~~and the investors in other affiliated programs and awill ~~Bachelor~~use ofits ~~Science~~best ~~degree,~~efforts ~~cum~~to ~~laude,~~assure ~~from~~that ~~Southern~~we ~~Methodist~~will ~~University~~be treated at least as favorably as any other affiliated program.

~~S. Jason~~Item ~~Hall is Treasurer of Behringer Advisors II and, in such capacity, Mr~~14. ~~Hall~~Principal ~~served~~Accountant asFees ~~principal accounting officer of the Partnership~~ and ~~now serves as principal accounting officer of the Liquidating Trust~~Services. Mr. Hall also serves as the Chief Accounting Officer and Treasurer for Behringer Harvard Opportunity REIT II and is responsible for its accounting and financial reporting. He has held the position of Director of Financial Reporting for other Behringer-sponsored programs since 2010. Mr. Hall joined Behringer in 2005 as SEC Reporting Manager. From 2000 to 2004, he served in a number of accounting positions, including Corporate Controller from 2003 to 2004, at Aegis Communications Group, Inc., then publicly traded on NASDAQ and the nation’s seventh largest provider of outsourced customer care services. Prior to joining Aegis Communications Group, Mr. Hall spent five years as Corporate Controller for a private distribution company and three years in public accounting. Mr. Hall is a certified public accountant in the state of Texas and received a Bachelor of Business Administration in Finance from Angelo State University and a Master of Business Administration from Tarleton State University.

~~Other Personnel~~ None

The Managing Trustee, Behringer Advisors II, is assisted by the officers and employees of HPT, which is the general partner of Behringer Advisors II. HPT and its affiliates will continue to hire employees as needed. 32

~~Advisory Board~~PART IV

~~The Liquidating~~Item ~~Trust does not have a board of directors~~15. ~~The~~Exhibits ~~Partnership’s~~and ~~General~~Financial ~~Partners~~Statement ~~were initially assisted by an advisory board, which was dissolved on March 31, 2008~~Schedules.

31(a) List of Documents Filed.

~~No Audit~~1. ~~Committee;~~Unaudited ~~No “Audit Committee~~ Financial ~~Expert”~~Statements

The ~~Liquidating~~ ~~Trust~~list ~~does~~of ~~not,~~the ~~nor~~financial ~~did~~statements ~~the~~filed ~~Partnership~~ as ~~predecessor,~~part ~~have a board~~ of ~~directors~~this ~~and,~~Annual asReport ~~such,~~on ~~has~~Form no10-K ~~board committees such as an audit committee. Because we do not have an audit committee, we do not have an “audit committee financial expert.” The Managing Trustee~~ is ~~responsible~~set ~~for~~forth ~~managing~~on ~~the~~page ~~relationship~~F-1 ~~with our independent registered public accounting firm~~herein.

~~Section 16(a)~~2. ~~Beneficial~~Unaudited ~~Ownership~~Financial ~~Reporting~~Statement ~~Compliance~~Schedules

~~Section 16(a)~~Schedule ~~of the Exchange Act requires each director, officer, and individual beneficially owning more than 10% of a registered security~~III of- ~~the~~Real ~~Partnership~~Estate ~~to file with the SEC reports of security ownership~~ and ~~reports~~Accumulated 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 2013 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. Depreciation

~~Code of~~3. ~~Ethics~~Exhibits

~~Behringer Advisors~~The ~~II,~~list ~~both formerly as a General Partner~~ of ~~the~~exhibits ~~Partnership~~filed ~~and now~~ as ~~Managing~~part ~~Trustee~~ of ~~the~~this ~~Liquidating~~Annual ~~Trust,~~Report ~~adopted a~~on ~~code~~Form of10-K ~~ethics~~is ~~applicable~~submitted toin ~~its~~the ~~principal~~Exhibit ~~executive~~Index ~~officer,~~following ~~principal~~the financial ~~officer,~~statements ~~principal~~in ~~accounting~~response ~~officer, controller and other employees. A copy of the code of ethics of Behringer Advisors II may be obtained from our web site at http://www.behringerinvestments.com. The website will be updated~~ to ~~include~~Item ~~any~~601 ~~material waivers or modifications to the code~~ of ~~ethics.~~Regulation S-K.

~~Item~~(b) 11Exhibits. ~~Executive Compensation.~~

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 II, which was formerly one of the General Partners. As of December 31, 2013, neither, the Partnership or the Liquidating Trust made any payments to Mr. Behringer as compensation for serving as General Partner of the Partnership. The ~~officers~~exhibits ~~and~~filed 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 II, and its other affiliates, as provided for in ~~our~~response ~~Liquidating Trust Agreement, which fees are the same as those paid by the Partnership~~ to ~~Behringer Advisors II as General Partner. We do not~~ ~~directly~~Item ~~compensate~~601 ~~the executive officers~~ of ~~our~~Regulation ~~Managing~~S-K 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~~listed 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 we 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~~Exhibit ~~payable~~Index ~~and~~attached ~~expenses reimbursed to our affiliates~~hereto.

~~Item~~(c) ~~12.~~Unaudited ~~Security~~Financial ~~Ownership~~Statement ~~of Certain Beneficial Owners and Management and Related Stockholder Matters~~Schedules.

~~We do~~All ~~not~~financial ~~have~~statement ~~any~~schedules, except ~~officers~~for orSchedule ~~directors.~~III ~~The~~(see ~~Partnership’s~~(a) ~~two General Partners, Mr~~2. ~~Behringer and Behringer Advisors II~~above), ~~each~~ ~~owned~~have ~~50%~~been ofomitted because the ~~general~~required ~~partnership~~information ~~interests~~ of ~~the~~such ~~Partnership.~~schedules ~~Behringer~~is ~~Advisors~~not ~~II,~~ present in ~~its~~amounts ~~capacity~~sufficient asto ~~our~~require ~~Managing Trustee,~~a ~~does~~schedule ~~not~~or ~~own~~is ~~any~~included ~~beneficial interest~~ in the ~~Liquidating~~financial ~~Trust~~statements. ~~We do not maintain any equity compensation plans, and no arrangements exist that would, upon operation, result in a change in control.~~

The following table sets forth information as of March 19, 2014 regarding the beneficial ownership of units of our beneficial interest by each person known by us to own 5% or more of the outstanding beneficial interests, each of our directors or the directors of our Managing Trustee, each of our executive officers or the executive officers of our Managing Trustee, and our directors and executive officers, or the directors and executive officers of our Managing Trustee, as a group. The percentage of beneficial ownership is calculated based on 10,803,839 units of beneficial interest. 33

32SIGNATURES

		Beneficial Interest		Percent
		Units Beneficially		of
Title of Class	Beneficial owner	Owned		Class
Beneficial interest	Behringer Harvard Advisors II LP (1)(3)		-		*
Beneficial interest	Robert S. Aisner (1)(2)		386.74		*
Beneficial interest	Michael J. O'Hanlon (1)(2)		-		*
Beneficial interest	Gary S. Bresky (1)(2)		-		*
Beneficial interest	M. Jason Mattox (1)(2)		-		*
Beneficial interest	S. Jason Hall (1)(2)		-		*
Beneficial interest	All current executive officers as a group (5 persons)		386.74		*

Pursuant to the requirements of the Section 13 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.

*Denotes less than 1%

	Behringer Harvard Short-Term Opportunity Liquidating Trust

March 26, 2015	By:	/s/ Robert S. Aisner
		Robert S. Aisner
		Chairman, Chief Executive Officer and President of Behringer Harvard Advisors II LP

~~(1)~~Pursuant ~~The~~to ~~address~~the requirements of ~~Messrs.~~the ~~Aisner,~~Securities ~~O’Hanlon,~~Exchange ~~Bresky,~~Act ~~Mattox~~of 1934, ~~Hall~~this ~~and~~report ~~Behringer~~has ~~Advisors~~been IIsigned isbelow ~~15601~~by ~~Dallas~~the ~~Parkway,~~following ~~Suite~~persons ~~600,~~on ~~Addison,~~behalf ~~Texas~~of ~~75001~~the registrant and in the capacities and on the dates indicated.

(2) Messrs. Aisner, O’Hanlon, Bresky, Mattox and Hall are Executive Officers of our Managing Trustee, Behringer Advisors II.

March 26, 2015	/s/ Robert S. Aisner
	Robert S. Aisner
	Chairman, Chief Executive Officer and President of Behringer Harvard Advisors II LP (Principal Executive Officer)

(3) Behringer Harvard Advisors II is our Managing Trustee.

March 26, 2015	/s/ Gary S. Bresky
	Gary S. Bresky
	Chief Financial Officer of Behringer Harvard Advisors II LP (Principal Financial Officer)

Item 13. Certain Relationships and Related Transactions, and Director Independence.

March 26, 2015	/s/ S. Jason Hall
	S. Jason Hall
	Treasurer of Behringer Harvard Advisors II LP
	(Principal Accounting Officer)

~~Transactions with Related Persons~~ 34

~~The Managing~~INDEX ~~Trustee~~TO ~~and~~UNAUDITED ~~certain~~FINANCIAL 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 II as General Partner. In its former capacity as General Partner of the Partnership, Behringer Advisors II and certain of its affiliates have also received fees in the past in connection with the Partnership’s Offering and acquisitions. STATEMENTS

For the management and leasing of our properties, we pay the 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, 4.5% 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 (ten 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 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 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 year ended December 31, 2013, the Liquidating Trust incurred property management fees payable to the Property Manager of less than $0.1 million.

		Page
Unaudited Financial Statements

Consolidated Statements of Net Assets (Liquidation Basis) as of December 31, 2014 and 2013		F-2

Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the years ended December 31, 2014 and 2013		F-3

Notes to Consolidated Financial Statements		F-4

Unaudited Financial Statement Schedules

Schedule III – Real Estate and Accumulated Depreciation for the year ended December 31, 2014 and 2013		F-9

We pay Behringer Advisors II 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. For the year ended December 31, 2013, the Liquidating Trust incurred asset management fees of $0.2 million.F-1

~~We may pay~~ Behringer ~~Advisors~~Harvard IIShort-Term ~~or its affiliates a debt financing fee for certain debt made available to us. For the year ended~~Opportunity ~~December 31, 2013, the~~ Liquidating Trust ~~incurred no such debt financing fee.~~

~~We may~~Consolidated ~~reimburse~~Statement ~~Behringer Advisors II for costs and expenses paid or incurred to provide services to us including direct expenses and the costs~~ of ~~salaries~~Net and benefits of certain persons employed by those entities and performing services for us, as permitted by the Liquidating Trust Agreement. For the year ended December 31, 2013, the Liquidating Trust incurred such cost for administrative services totaling $0.2 million.Assets

~~On March 29, 2011, the Partnership entered into the Fifth Amended and Restated Promissory Note to amend the terms of a loan from Behringer Holdings~~ (~~the~~Liquidation ~~“BHH Loan”~~Basis) to a maximum borrowing amount of $25 million with all borrowings and accrued interest due on March 29, 2014. On July 5, 2012 the Partnership entered into the Note Modification Agreement and Assignment of Proceeds with Behringer Holdings whereby the maturity date of the BHH Loan was extended to May 31, 2014. The outstanding principal balance under the BHH Loan at December 31, 2013 was $8.8 million. Borrowings under the BHH Loan were used principally to finance general working capital and capital expenditures. The BHH Loan is unsecured, has an interest rate of 5.0% per annum and requires no monthly payments of interest or principal.

~~At December~~As ~~31, 2013, we had payables to related parties~~ of ~~approximately $2.5 million. The balance at~~ December 31, ~~2013 consisted~~ ~~primarily~~2014 ~~of management fees payable to the Advisor~~ and accrued interest on the BHH Loan. We are dependent on Behringer Advisors II, our Property Manager, or their affiliates, for certain services that are essential to us, including disposition decisions, property management and leasing services and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services to us, we will be required to obtain such services from other sources.2013

33(unaudited)

~~Policies~~(in ~~and Procedures for Transactions with Related Persons~~thousands)

The agreements and arrangements among the Liquidating Trust, our Managing Trustee and its affiliates have been established by our Managing Trustee, and our 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.

	December 31,		December 31,
	2014		2013
Assets
Real estate held for sale	$	1,980	$	47,978
Cash and cash equivalents		13,183		4,826
Restricted cash		-		783
Accounts receivable, net		94		7,758
Prepaid expenses and other assets		77		720
Total assets	$	15,334	$	62,065

Liabilities
Notes payable	$	-	$	31,876
Note payable to related party		1,000		8,801
Accounts payable		4		325
Payables to related parties		3		2,503
Accrued liabilities		223		1,488
Liability for estimated costs in excess of estimated receipts during liquidation		800		858
Total liabilities		2,030		45,851
Net assets in liquidation	$	13,304	$	16,214

~~Item~~See ~~14.~~Notes ~~Principal~~to ~~Accountant~~Consolidated ~~Fees~~Financial ~~and Services.~~Statements

~~None~~F-2

34Behringer Harvard Short-Term Opportunity Liquidating Trust

~~PART~~Consolidated IVStatement of Changes in Net Assets

~~Item~~(Liquidation ~~15. Exhibits and Financial Statement Schedules.~~Basis)

~~(a)~~For ~~List~~the ofYears ~~Documents~~Ended ~~Filed.~~December 31, 2014 and 2013

~~1. Unaudited Financial Statements~~(unaudited)

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

2. Unaudited Financial Statement Schedules

	Year Ended			Year Ended
	December 31, 2014			December 31, 2013
Statement of Changes in Net Assets:
Net assets in liquidation at beginning of period	$	16,214		$	11,417
Change in estimated costs in excess of estimated receipts during liquidation		58			(214	)
Net decrease in fair value		(45,998	)		(1,624	)
Changes in other assets/liabilities		43,030			6,635
Change in net assets in liquidation		(2,910	)		4,797
Net assets in liquidation at end of period	$	13,304		$	16,214

~~Schedule III~~See -Notes ~~Real~~to ~~Estate~~Consolidated ~~and~~Financial ~~Accumulated Depreciation~~Statements

F-3~~. Exhibits~~

~~The~~1. ~~list~~Business ofand ~~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.~~Organization

~~(b) Exhibits.~~Business

~~The~~Behringer ~~exhibits~~Harvard ~~filed~~Short-Term Opportunity Fund I LP (which may be referred to as the “Partnership”) was a limited partnership formed in ~~response~~Texas on toJuly ~~Item~~30, ~~601~~2002 and governed by an Agreement of ~~Regulation~~Limited ~~S-K~~Partnership, ~~are~~as ~~listed~~amended (the “Partnership Agreement”). Its general partners were Behringer Harvard Advisors II LP (“Behringer Advisors II”) and Robert M. Behringer (collectively, the “General Partners”). The Partnership was funded through capital contributions from the General Partners and an initial limited partner on September 20, 2002 (the ~~Exhibit~~date ~~Index~~of ~~attached~~inception). ~~hereto~~It offered its limited partnership units pursuant to a public offering which commenced on February 19, 2003 and was terminated on February 19, 2005 (the “Offering”). The Offering was a best efforts continuous offering, and new investors were admitted until the termination of the Offering.

The Partnership used the proceeds from the Offering, after deducting offering expenses, to acquire interests in twelve assets. As of December 31, 2014, one of the twelve assets acquired remained in its portfolio, which has been transferred to the Liquidating Trust (cas hereinafter defined) ~~Unaudited~~as ~~Financial~~described ~~Statement~~below ~~Schedules~~under “Plan of Liquidation”. Effective as of January 31, 2013, Mr. Behringer ceased to be a general partner of the Partnership due to a permanent disability resulting in an Event of Withdrawal under the Partnership Agreement. Effective that same date, Mr. Behringer also resigned as Chairman of Behringer Advisors II.

~~All~~Plan ~~financial statement schedules, except for Schedule III (see (a) 2. above), have been omitted because the required information~~ of ~~such schedules is not present in amounts sufficient to require a schedule or is included in the financial statements.~~Liquidation

35On February 11, 2013 (the “Effective Date”), the Partnership completed its liquidation pursuant to a Plan of Liquidation (the “Plan”) adopted by Behringer Harvard Advisors II LP, as its General Partner. The Plan provided for the formation of a liquidating trust, Behringer Harvard Short-Term Opportunity Liquidating Trust (which may be referred to herein as the “Liquidating Trust”, “we,” “us,” or “our”), 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 II, as managing trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, as 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 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 us to be administered, disposed of or provided for in accordance with the terms and conditions set forth in the Liquidating Trust Agreement. The General Partners elected to liquidate the Partnership and transfer its remaining assets and liabilities to the Liquidating Trust as a cost saving alternative that the General Partners believed to be in the best interests of the investors. The expenses associated with operating a public reporting entity, like the Partnership, are comparatively high and therefore detract from distributable proceeds and returns it can make to its investors. The reorganization into a liquidating trust enables us to reduce costs associated with public reporting obligations and related audit expenses that are not applicable to the Liquidating Trust, helping to preserve capital throughout our disposition phase for the benefit of our investors. Cutting expenses and maximizing investor returns is a primary focus in this disposition phase.

~~SIGNATURES~~Our principal demands for funds in the next twelve months and beyond will be for the payment of operating expenses, recurring debt service and further principal paydowns on our outstanding indebtedness as required by our lender.

~~Pursuant~~The toLiquidating ~~the requirements~~Trust ofhad ~~the~~notes ~~Section~~payable 13totaling or$1 ~~15(d)~~million ofat ~~the~~December ~~Securities~~31, ~~Exchange~~2014 ~~Act~~ of ~~1934,~~which ~~the~~all ~~registrant~~was ~~has duly caused this report~~ to beBehringer ~~signed~~Harvard ~~on its~~Holdings, ~~behalf~~LLC ~~by the undersigned~~(“Behringer Holdings”), ~~thereunto~~a ~~duly~~related ~~authorized~~party.

		Behringer Harvard Short-Term Opportunity Liquidating Trust
March 27, 2014	By:	/s/ Michael J. O’Hanlon
		Michael J. O’Hanlon
		Chief Executive Officer and President of Behringer Harvard Advisors II LP

Summary of Significant Accounting Policies

~~Pursuant~~Use ~~to the requirements~~ of ~~the~~Estimates ~~Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and~~ in the ~~capacities~~Preparation ~~and~~of onFinancial ~~the dates indicated.~~Statements

March 27, 2014	/s/ Michael J. O’Hanlon
	Michael J. O’Hanlon
	Chief Executive Officer and President of Behringer Harvard Advisors II LP (Principal Executive Officer)
March 27, 2014	/s/ Gary S. Bresky
	Gary S. Bresky
	Chief Financial Officer of Behringer Harvard Advisors II LP
	(Principal Financial Officer)
March 27, 2014	/s/ S. Jason Hall
	S. Jason Hall
	Treasurer of Behringer Harvard Advisors II LP
	(Principal Accounting Officer)

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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 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.

36F-4

~~INDEX~~Behringer TOHarvard ~~UNAUDITED~~Short-Term ~~FINANCIAL~~Opportunity ~~STATEMENTS~~Liquidating Trust

	Page
Unaudited Financial Statements
Consolidated Statement of Net Assets (Liquidation Basis) as of December 31, 2013	F-2
Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the year ended December 31, 2013	F-3
Notes to Consolidated Financial Statements	F-4
Unaudited Financial Statement Schedules
Schedule III – Real Estate and Accumulated Depreciation for the year ended December 31, 2013	F-9

Notes to Consolidated Financial Statements

~~F-1~~(Unaudited)

~~Behringer~~Principles ~~Harvard~~of ~~Short-Term~~Consolidation ~~Opportunity~~and ~~Liquidating~~Basis ~~Trust~~of Presentation

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

(Liquidation Basis) of Accounting

~~December~~Under 31the 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 on January 1, 2013. We adjusted items to their fair values as of January 1, 2013 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.

~~(unaudited)~~In accordance with the Liquidating Trust Agreement, we continue to actively manage our asset portfolio to 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 assets materially differs from our expected net sales price, we will adjust our liquidation value accordingly. Under the terms of the Liquidating Trust Agreement, we will not acquire any new assets and are focused on liquidating our remaining assets.

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

	December 31,
	2013
Assets
Real estate held for sale	$	47,978
Cash and cash equivalents		4,826
Restricted cash		783
Accounts receivable, net		7,758
Prepaid expenses and other assets		720
Total assets	$	62,065
Liabilities
Notes payable	$	31,876
Notes payable to related party		8,801
Accounts payable		325
Payables to related parties		2,503
Accrued liabilities		1,488
Liability for estimated costs in excess of estimated receipts during liquidation		858
Total liabilities		45,851
Net assets in liquidation	$	16,214

Management considers investments with original maturities of three months or less to be cash equivalents.

~~See~~Restricted ~~Notes to Consolidated Financial Statements~~Cash

~~F-2~~Restricted cash includes funds to be held in escrow for insurance, taxes and other reserves related to the Liquidating Trust’s consolidated properties as required by our lenders.

~~Behringer~~Prepaid ~~Harvard Short-Term~~Expenses ~~Opportunity~~and ~~Liquidating~~Other ~~Trust~~Assets

~~Consolidated~~Prepaid ~~Statement~~expenses ofand other ~~Changes~~assets inconsisted ~~Net~~primarily ~~Assets~~of prepaid insurance and prepaid service contracts.

~~(Liquidation~~Revenue ~~Basis)~~Recognition

~~December~~Rental ~~31,~~revenue is ~~2013~~recorded on the contractual basis under the liquidation basis of accounting.

~~(Unaudited)~~Concentration of Credit Risk

(We had cash and cash equivalents in ~~thousands)~~excess of federally insured levels on deposit in financial institutions. Management regularly monitors the financial stability of these financial institutions and believes that we are not exposed to any significant credit risk in cash and cash equivalents. Cash and cash equivalents are diversified between several banking institutions in an attempt to minimize exposure to any one of these entities.

	Year Ended
	December 31, 2013
Statement of Changes in Net Assets:
Net assets in liquidation at beginning of period	$	11,417
Change in estimated costs in excess of estimated receipts during liquidation		(214	)
Net increase (decrease) in fair value		(1,624	)
Changes in other assets/liabilities		6,635
Liquidating distributions to beneficiaries		-
Change in net assets in liquidation		4,797
Net assets in liquidation at end of period	$	16,214

Reportable Segments

~~See~~The ~~Notes~~Liquidating Trust has determined that it has one reportable segment, with activities related to ~~Consolidated~~the ~~Financial~~ownership, ~~Statements~~development and management of real estate assets. Income producing assets generated 100% of the Liquidating Trust’s consolidated revenues for the year ended December 31, 2014. The chief operating decision maker evaluates operating performance on an individual property level. Therefore, the assets are aggregated into one reportable segment.

F-35

1.Behringer ~~Business~~Harvard ~~and~~Short-Term ~~Organization~~Opportunity Liquidating Trust

~~Business~~Notes to Consolidated Financial Statements

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

~~The~~Income Partnership used the proceeds from the Offering, after deducting offering expenses, to acquire interests in twelve properties. As of December 31, 2013, two of the twelve properties acquired remained in its portfolio, which has been transferred to the Liquidating Trust (as hereinafter defined) as described below under “Plan of Liquidation”. Effective as of January 31, 2013, Mr. Behringer ceased to be a general partner of the Partnership due to a permanent disability resulting in an Event of Withdrawal under the Partnership Agreement. Effective that same date, Mr. Behringer also resigned as Chairman of Behringer Advisors II.Taxes

~~Plan~~The Liquidating Trust is intended to be treated as a continuation of ~~Liquidation~~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 year ended December 31, 2014 and 2013, the Liquidating Trust recognized a provision for current tax expense of $0.3 million and zero, respectively. The Liquidating Trust did not have any entity level uncertain tax positions.

OnCertain ~~February~~transactions 11, 2013 (the “Effective Date”), the Partnership completed its liquidation pursuant to a Plan of Liquidation (the “Plan”) adopted by Behringer Harvard Advisors II LP, as its General Partner. The Plan provided for the formation of a liquidating trust, Behringer Harvard Short-Term Opportunity Liquidating Trust (which may be ~~referred~~subject to ~~herein~~accounting asmethods ~~the “Liquidating Trust”, “we,” “us,” or “our”),~~ for ~~the~~income ~~purpose~~tax ofpurposes ~~completing~~that ~~the~~differ ~~liquidation~~from of the ~~assets~~accounting ofmethods ~~the Partnership.~~used 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 II, as managing trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, as resident trustee. As of the Effective Date, each of the holders of limited partnership units in ~~the~~preparing ~~Partnership~~these ~~received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder’s~~financial ~~interest~~statements in ~~the Partnership. In~~ accordance with ~~the~~GAAP. ~~Plan and the Liquidating Trust Agreement~~Accordingly, ~~the~~net ~~Partnership~~income ~~has~~or ~~transferred all~~loss ~~of its remaining assets~~ and ~~liabilities to us to be administered, disposed of or provided for in accordance with~~ the ~~terms and~~resulting ~~conditions~~balances ~~set forth~~ in the ~~Liquidating~~partners’ ~~Trust Agreement. The General Partners elected to liquidate the Partnership and transfer~~capital ~~its~~accounts ~~remaining~~reported ~~assets~~for ~~and~~income ~~liabilities~~tax topurposes ~~the~~may ~~Liquidating~~differ Trust as a cost saving alternative that the General Partners believed to be in the best interests of the investors. The expenses associated with operating a public reporting entity, like the Partnership, are comparatively high and therefore detract from distributable proceeds and returns it can make to its investors. The reorganization into a liquidating trust enables us to reduce costs associated with public reporting obligations and related audit expenses that are not applicable to the ~~Liquidating~~balances ~~Trust,~~reported ~~helping~~for tothose ~~preserve~~same ~~capital~~items ~~throughout~~in ~~our disposition phase for~~ the ~~benefit~~accompanying ~~of our~~financial ~~investors~~statements. ~~Cutting expenses and maximizing investor returns is a primary focus in this disposition phase.~~

~~Our~~3. ~~principal~~New ~~demands for~~Accounting funds in the next twelve months and beyond will be for the payment of operating expenses, costs associated with lease-up and capital improvements for our remaining operating property and for the payment of recurring debt service, further principal paydowns and reserve requirements on our outstanding indebtedness as required by our lenders.Pronouncements

~~The~~In ~~Liquidating~~May ~~Trust~~2014, ~~had~~the ~~notes payable~~FASB ~~totaling~~issued ~~$40.7~~an ~~million~~update at(“ASU ~~December~~2014-09”) 31to ASC Topic 606, ~~2013~~Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of ~~which~~the ~~$31~~existing ~~million~~revenue ~~was~~recognition ~~secured~~guidance. ASU by2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the ~~hotel~~consideration ~~property~~to which the entity expects to be entitled in exchange for those goods or services and $8also requires certain additional disclosures.~~8 million~~ ASU ~~was~~2014-09 tois effective for interim ~~Behringer~~and ~~Harvard~~annual ~~Holdings,~~reporting ~~LLC~~periods ~~(“Behringer~~in ~~Holdings”)~~fiscal years that begin after December 15, a2016. We ~~related~~are ~~party~~currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

2In February 2015, the FASB issued ("ASU No. ~~Summary~~2015-02"), Amendments to the Consolidation Analysis, which improves targeted areas of ~~Significant~~the ~~Accounting~~consolidation guidance ~~Policies~~and reduces the number of consolidation models. The amendments in ASU 2015-02 are effective for interim and annual reporting periods in fiscal years beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements.

~~Use~~4. ofLiability ~~Estimates~~for Estimated Costs in ~~the Preparation~~Excess of ~~Financial~~Estimated ~~Statements~~Receipts during Liquidation

~~The~~Under ~~preparation of our financial statements in conformity with accounting principles generally accepted in~~ the ~~United States of America (“GAAP”) and the~~ liquidation basis of accounting, we ~~requires~~are ~~management~~required to ~~make~~estimate ~~estimates~~the ~~and~~cash ~~assumptions~~flows ~~that~~from ~~affect~~operations ~~the~~and ~~reported~~accrue ~~amounts of~~ the ~~assets,~~costs ~~including~~associated ~~net~~with ~~assets~~implementing ~~in liquidation,~~ and ~~liabilities~~complying ~~and~~with the ~~disclosure~~plan of ~~contingent~~liquidation. ~~assets~~We ~~and~~currently ~~liabilities~~estimate atthat ~~the date~~we ofwill ~~the~~have ~~financial~~estimated ~~statements~~costs ~~and~~of ~~the~~liquidation ~~reported~~in ~~amounts~~excess of ~~revenues~~operating ~~and~~cash ~~expenses~~flows from ~~during~~our ~~the~~estimated ~~reporting period~~receipts. These ~~estimates are~~amounts ~~made~~can ~~and~~vary ~~evaluated~~significantly ondue anto ~~on-going~~timing ~~basis~~and ~~using~~amounts ~~information~~associated ~~that~~with isdischarging ~~currently~~known and ~~available~~contingent asliabilities ~~well~~and asthe ~~various~~costs ~~other~~associated ~~assumptions believed~~with towinding beup ~~reasonable~~our ~~under the circumstances~~operations. ~~Actual~~These ~~results~~costs ~~could~~are ~~differ,~~estimated ~~perhaps in adverse ways,~~ and ~~those~~are ~~estimates could~~expected to be ~~different~~paid ~~under~~over ~~different~~the ~~assumptions~~liquidation ~~or conditions from those estimates~~period.

~~F-4~~The change in the asset (liability) for estimated receipts (costs) in excess of estimated costs (receipts) during liquidation for the year ended December 31, 2014 was as follows (amounts in thousands):

Behringer Harvard Short-Term Opportunity Liquidating Trust

	January 1,			Cash Payments		Change in			December 31,
	2014			and (Receipts)		Estimates			2014

Asset:
Estimated net inflows from consolidation of operating activities	$	1,238		$	175	$	(1,413	)	$	(0	)
Liabilities:
Liquidation costs		(796	)		538		(542	)		(800	)
Capital expenditures		(1,300	)		1,341		(41	)		-
Total liabilities		(2,096	)		1,879		(583	)		(800	)
Total liabilities for estimated cost in excess of estimated receipts during liquidation	$	(858	)	$	2,054	$	(1,996	)	$	(800	)

~~Notes~~The tochange ~~Consolidated~~in ~~Financial~~the ~~Statements~~asset (liability) for estimated receipts (costs) in excess of estimated costs (receipts) during liquidation for the year ended December 31, 2013 was as follows (amounts in thousands):

~~(Unaudited)~~F-6

~~Principles~~Behringer ofHarvard ~~Consolidation and~~Short-Term ~~Basis~~Opportunity ~~of Presentation~~Liquidating Trust

The consolidated financial statements include the accounts of the Liquidating Trust and the accounts of all of its wholly owned subsidiaries. All inter-company transactions, balances and profits have been eliminated in consolidation. These consolidated financial statements have been prepared according to the liquidation basis of accounting. 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. We have evaluated subsequent events for recognition or disclosure in our consolidated financial statements.

~~Liquidation Basis of Accounting~~(Unaudited)

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 on January 1, 2013. We adjusted items to their fair values as of January 1, 2013 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.

	January 1,			Cash Payments			Change in			December 31,
	2013			and (Receipts)			Estimates			2013

Asset:
Estimated net inflows from consolidation of operating activities	$	2,211		$	(778	)	$	(195	)	$	1,238
Liabilities:
Liquidation costs		(1,375	)		442			137			(796	)
Capital expenditures		(1,480	)		229			(49	)		(1,300	)
Total liabilities		(2,855	)		671			88			(2,096	)
Total liabilities for estimated cost in excess of estimated receipts during liquidation	$	(644	)	$	(107	)	$	(107	)	$	(858	)

~~In accordance with the Liquidating Trust Agreement, we continue to actively manage our property portfolio to seek to achieve higher occupancy rates and control operating expenses~~5. WeNet ~~continually~~Assets ~~evaluate~~in 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, we will adjust our liquidation value accordingly. Under the terms of the Liquidating Trust Agreement, we will not acquire any new properties and are focused on liquidating our remaining assets.Liquidation

~~Cash~~The net assets in liquidation as of December 31, 2014 of $13.3 million would result in liquidating distributions paid to our beneficiaries per unit of approximately $1.23 per unit. These estimates for liquidating distributions per unit include projections of costs and ~~Cash~~expenses ~~Equivalents~~expected to be incurred during the period required to complete the plan of liquidation. These projections could change materially based on the timing of sales and any changes in the underlying assumptions of projected cash flows.

~~Management~~6. ~~considers investments~~Real ~~with original maturities of three months or less to be cash equivalents.~~Estate

~~Restricted~~Our ~~Cash~~real estate investment is comprised of approximately five acres of land at 1221 Coit Road and the back-end promoted interest in distributable cash to one sold asset. As of December 31, 2014, the land is considered held for sale in accordance with the Plan. Under the liquidation basis of accounting, our asset is recorded at fair value less costs to sell. On August 6, 2014, Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary, sold the Hotel Palomar to an unaffiliated buyer. The contract sales price for the Hotel Palomar was $48 million, exclusive of closing costs. A portion of the proceeds was used to pay off the Hotel Palomar Loan.

~~Restricted~~7. ~~cash~~Leasing ~~includes funds to be held in escrow for insurance, taxes and other reserves related to the Liquidating Trust’s consolidated properties as required by our lenders.~~Activity

~~Accounts~~For ~~Receivable~~the year ended December 31, 2014, two of our tenants accounted for 10% or more of the aggregate rental revenues from our hotel. Exhale Spa and DD+JJ production accounted for rental revenue of approximately $0.1 million and $0.1 million, respectively, or approximately 36% and 35%, respectively, of our aggregate rental revenues for the year ended December 31, 2014. On August 6, 2014, Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary, sold the 198 room hotel and retail project located in Dallas, Texas (“Hotel Palomar”) to an unaffiliated buyer.

~~Accounts~~8. ~~receivable primarily~~Related ~~consists~~Party ~~of receivables from hotel guests and tenants related to the Liquidating Trust’s properties.~~Arrangements

~~Prepaid~~The ~~Expenses~~Managing Trustee and certain of its affiliates are entitled to receive fees and ~~Other~~compensation ~~Assets~~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 II as General Partner. In its former capacity as General Partner of the Partnership, Behringer Advisors II and certain of its affiliates have also received fees in the past in connection with the Partnership’s Offering and acquisitions.

~~Prepaid~~For ~~expenses~~the management and leasing of our properties, we pay HPT Management Services, LLC, Behringer Harvard Short-Term Management Services, LLC or Behringer Harvard Real Estate Services, LLC, 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, 4.5% 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 (ten 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 reimburse the costs and expenses incurred by our Property Manager on our behalf, including the wages and salaries and other ~~assets~~employee-related ~~consisted~~expenses ~~primarily~~of all on-site employees who are engaged in the operation, management, maintenance and leasing or access control of ~~prepaid~~our properties, including taxes, insurance and ~~prepaid~~benefits ~~service~~relating ~~contracts~~to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties. For the year ended December 31, 2014, the Liquidating Trust incurred property management fees payable to the Property Manager of less than $0.1 million .

~~Revenue Recognition~~F-7

~~Rental revenue~~Behringer isHarvard ~~recorded~~Short-Term onOpportunity ~~the contractual basis under the liquidation basis of accounting.~~Liquidating Trust

~~Concentration~~Notes ofto ~~Credit Risk~~Consolidated Financial Statements

We had cash and cash equivalents in excess of federally insured levels on deposit in financial institutions. Management regularly monitors the financial stability of these financial institutions and believes that we are not exposed to any significant credit risk in cash and cash equivalents. Cash and cash equivalents are diversified between several banking institutions in an attempt to minimize exposure to any one of these entities.(Unaudited)

~~Reportable~~We ~~Segments~~pay Behringer Advisors II 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. For the year ended December 31, 2014, the Liquidating Trust incurred asset management fees of $0.1 million.

~~The~~We ~~Liquidating~~may ~~Trust has~~pay ~~determined~~Behringer ~~that~~Advisors II itor ~~has~~its ~~one~~affiliates ~~reportable~~a ~~segment,~~debt ~~with~~financing ~~activities~~fee ~~related~~for tocertain ~~the~~debt ~~ownership,~~made ~~development~~available ~~and~~to ~~management of real estate assets~~us. ~~Income~~For ~~producing properties generated 100% of~~ the ~~Liquidating Trust’s consolidated revenues for the~~ year ended December 31, ~~2013.~~2014, ~~The~~the ~~chief operating decision maker evaluates operating performance on an individual property level. Therefore,~~Liquidating ~~the~~Trust ~~properties~~incurred ~~are~~no ~~aggregated~~such ~~into~~debt ~~one~~financing ~~reportable segment~~fees.

~~F-5~~We may reimburse Behringer Advisors II 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, as permitted by the Liquidating Trust Agreement. For the year ended December 31, 2014, the Liquidating Trust incurred such cost for administrative services totaling $0.2 million .

On July 5, 2012, the Partnership entered into a Note Modification Agreement and Assignment of Proceeds to amend the terms of a loan with Behringer ~~Harvard~~Holdings ~~Short-Term~~(“BHH Loan”) ~~Opportunity~~with all borrowings and accrued interest due on December 31, 2014. On December 31, 2014, we entered into a Note ~~Liquidating~~Modification ~~Trust~~Agreement to amend the terms of the BHH Loan with all borrowings and accrued interest due on December 31, 2015. The outstanding principal balance under the BHH Loan at December 31, 2014 was $1 million. Borrowings under the BHH Loan were used principally to finance general working capital and capital expenditures. The BHH Loan is unsecured, has an interest rate of 5.0% per annum and requires no monthly payments of interest or principal.

~~Notes~~At December 31, 2014, we had payables to ~~Consolidated~~related ~~Financial~~parties ~~Statements~~of less than $0.1 million. We are dependent on Behringer Advisors II, our Property Manager, or their affiliates, for certain services that are essential to us, including disposition decisions, property management and leasing services and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services to us, we will be required to obtain such services from other sources.

~~(Unaudited)~~9. Notes Payable

~~Income~~We ~~Taxes~~had notes payable totaling $1 million at December 31, 2014 of which all was to Behringer Holdings, a related party.

~~The~~On ~~Liquidating~~December ~~Trust is~~20, ~~intended~~2012 ~~to be treated as a continuation of~~ the Mockingbird Commons Partnership ~~and~~entered ~~classified~~into as a ~~partnership~~promissory ~~for~~note ~~federal~~agreement ~~income~~with ~~tax~~Great ~~purposes. Therefore,~~American ~~the~~Life ~~Liquidating~~Insurance ~~Trust~~Company is(“Palomar Lender”) ~~generally not subject~~ to ~~income~~borrow ~~tax.~~$31 ~~However,~~million ~~legal entities that conduct business in Texas are subject to~~ (the ~~Texas~~“Hotel ~~margin~~Palomar ~~tax, including previously non-taxable entities such as limited partnerships and limited liability partnerships~~Loan”). The ~~tax~~Hotel isPalomar ~~assessed~~Loan onhad ~~Texas~~a ~~sourced~~fixed ~~taxable~~rate ~~margin, which is defined as the lesser~~ of ~~(1) 70~~5.75% ~~of total revenue~~ orper ~~(2)~~annum ~~total~~and ~~revenue~~required ~~less~~monthly ~~(a)~~payments ~~the cost~~ of ~~goods~~interest ~~sold~~only orduring ~~(b)~~the ~~compensation~~first ~~and~~18 ~~benefits.~~months ~~Although~~with ~~the~~30-year ~~law~~amortization ~~states~~thereafter. ~~that~~On ~~the margin~~August ~~tax~~6, is2014, ~~not~~Behringer anHarvard ~~income~~Mockingbird ~~tax~~Commons, itLLC, ~~has~~a ~~the~~70% ~~characteristics~~owned ofsubsidiary, ansold ~~income~~the ~~tax~~Hotel ~~since~~Palomar ~~it is determined by applying a tax rate~~ to aan ~~base that~~unaffiliated ~~considers both revenues and expenses~~buyer. The ~~For~~contract ~~the~~sales ~~year~~price ~~ended~~for ~~December 31, 2013,~~ the ~~Liquidating~~Hotel ~~Trust~~Palomar ~~did~~was ~~not~~$48 ~~recognize a~~million, ~~provision~~exclusive ~~for~~of ~~current~~closing ~~tax expense~~costs. ~~The~~A ~~Liquidating~~portion ~~Trust~~of ~~did~~the ~~not~~proceeds ~~have~~was ~~any~~used to ~~entity~~pay ~~level~~off ~~uncertain~~the ~~tax~~Hotel ~~positions~~Palomar Loan.

~~Certain~~On ~~transactions may~~December be31, ~~subject~~2014, we toentered ~~accounting~~into ~~methods~~a ~~for~~Note ~~income~~Modification ~~tax~~Agreement ~~purposes~~to ~~that~~amend ~~differ~~the ~~from~~terms of the ~~accounting~~BHH ~~methods~~Loan ~~used~~with inall ~~preparing~~borrowings ~~these~~and ~~financial statements~~accrued ininterest ~~accordance~~due on ~~with~~December ~~GAAP~~31, 2015. ~~Accordingly,~~The ~~net~~outstanding ~~income~~principal orbalance ~~loss~~under ~~and~~ the ~~resulting~~BHH ~~balances~~Loan inat ~~the~~December ~~partners’~~31, ~~capital~~2014 and 2013 was $1 million and ~~accounts~~$8.8 ~~reported~~million, ~~for~~respectively. ~~income~~The ~~tax~~BHH ~~purposes~~Loan ~~may~~is ~~differ~~unsecured, ~~from~~has ~~the~~an ~~balances~~interest ~~reported~~rate ~~for~~of ~~those~~5.0% ~~same~~per ~~items~~annum inand ~~the~~requires ~~accompanying~~no ~~financial~~monthly payments ~~statements~~of interest or principal.

310. ~~New~~Subsequent ~~Accounting Pronouncements~~Event

InOn ~~February~~March ~~2013~~4, ~~the~~ ~~FASB issued ASU 2013-04~~2015, ~~Obligations~~Behringer ~~Resulting from Joint and Several Liability Arrangements for Which the Total Amount~~Harvard of1221 ~~the~~Coit ~~Obligation~~LP, Isa ~~Fixed~~90% owned atsubsidiary, ~~the~~entered ~~Reporting~~into ~~Date.~~an ~~The~~agreement with ~~update requires~~ an ~~entity~~unaffiliated tobuyer measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to ~~pay~~sell on the ~~basis~~five ofacres ~~its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf~~ of ~~its co-obligors. The guidance in the update also requires~~land anat ~~entity~~1221 toCoit ~~disclose~~for ~~the~~a ~~nature~~contract ~~and~~sales ~~amount~~price of ~~the obligation as well as other information about those obligations~~$1.2 ~~This guidance is effective for the first interim or annual period beginning on or after December 15, 2013~~million. ~~The adoption of this guidance is not expected to have a material impact on our financial statements or disclosures.~~

~~4. Liability for Estimated Costs in Excess of Estimated Receipts during Liquidation~~F-8

~~Under~~Behringer ~~the liquidation basis of accounting,~~Harvard weShort-Term ~~are~~Opportunity ~~required~~Liquidating to estimate the 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.Trust

~~The~~Real ~~change~~Estate inand ~~the asset (liability) for~~Accumulated ~~estimated receipts (costs) in excess of estimated costs (receipts) during liquidation for the year ended December 31, 2013 was as follows (amounts in thousands):~~Depreciation

	January 1,			Cash Payments			Change in			December 31,
	2013			and (Receipts)			Estimates			2013
Asset:
Estimated net inflows from consolidation of operating activities	$	2,211		$	(778	)	$	(195	)	$	1,238
Liabilities:
Liquidation costs		(1,375	)		442			137			(796	)
Capital expenditures		(1,480	)		229			(49	)		(1,300	)
Total liabilities		(2,855	)		671			88			(2,096	)
Total liabilities for estimated cost in excess of estimated receipts during liquidation	$	(644	)	$	(107	)	$	(107	)	$	(858	)

Schedule III

5.December ~~Net~~31, ~~Assets~~2014 and ~~in Liquidation~~2013

The net assets in liquidation as of December 31, 2013 of $16.2 million would result in liquidating distributions paid to our beneficiaries per unit of approximately $1.50 per unit. These estimates for liquidating distributions per unit include projections of costs and expenses expected to be incurred during the period required to complete the plan of liquidation. These projections could change materially based on the timing of sales, the performance of underlying assets and any changes in the underlying assumptions of projected cash flows.(Unaudited)

~~F-6~~(in thousands)

~~Behringer~~The ~~Harvard~~changes ~~Short-Term~~in ~~Opportunity~~total real estate for the year ended December 31, ~~Liquidating~~2014 ~~Trust~~is as follows (in thousands):

Notes to Consolidated Financial Statements

	Year Ended
	December 31, 2014
Balance as of January 1, 2014	$	47,978
Capital expenditures		1,341
Liquidation adjustment (1)		(47,339	)
Balance as of December 31, 2014 (liquidation basis)	$	1,980

(~~Unaudited~~1) Represents the net liquidation adjustment we made to the carrying value of our remaining real estate investments during the year ended December 31, 2014.

6.The ~~Real~~changes ~~Estate~~in total real estate for the year ended December 31, 2013 is as follows (in thousands):

Our real estate investments are comprised of a hotel with adjoining retail space and approximately five acres of land at 1221 Coit Road. As of December 31, 2013, both of our consolidated properties are considered held for sale in accordance with the Plan. Under the liquidation basis of accounting, our properties are recorded at fair value less costs to sell.

	Year Ended
	December 31, 2013
Balance as of January 1, 2013	$	49,602
Capital expenditures		229
Liquidation adjustment (1)		(1,853	)
Balance as of December 31, 2013 (liquidation basis)	$	47,978

7.(1) ~~Leasing~~Represents ~~Activity~~the net liquidation adjustment we made to the carrying value of our remaining real estate investments during the year ended December 31, 2013.

~~Future minimum base rental payments due to us over the next ten years under non~~F-~~cancelable leases in effect as of December 31, 2013 are as follows:~~9

2014	$	602
2015		612
2016		602
2017		570
2018		552
Thereafter		887
Total	$	3,825

Index to Exhibits

The above base payments are exclusive of any contingent rent amounts.

Exhibit Number		Description

2.1		Behringer Harvard Short-Term Opportunity Liquidating Trust Plan of Liquidation dated February 11, 2013 (previously filed and incorporated by reference to Form 8-K filed February 11, 2013)

3.1		Second Amended and Restated Agreement of Limited Partnership of Behringer Harvard Short Term Opportunity Fund I L.P. dated September 5, 2008 (previously filed and incorporated by reference to Form 8-K filed September 5, 2008)

3.2		Certificate of Limited Partnership of Behringer Harvard Short Term Opportunity Fund I L.P. (previously filed in and incorporated by reference to Behringer Harvard Short Term Opportunity Fund I L.P. Registration Statement on Form S-11, Commission File No. 333-100125, filed on September 27, 2002)

3.3		Certificate of Trust of Behringer Harvard Short-Term Opportunity Liquidating Trust dated February 13, 2013 (previously filed and incorporated by reference to Form 10-K filed March 29, 2013)

4.1		Subscription Agreement and Subscription Agreement Signature Page (previously filed in and incorporated by reference to Exhibit C to Supplement No. 1 to the prospectus of Behringer Harvard Short Term Opportunity Fund I L.P. contained within Post-Effective Amendment No. 1 to Behringer Harvard Short Term Opportunity Fund I L.P. Registration Statement on Form S-11, Commission File No. 333-100125, filed on June 3, 2003)

10.1		Note Modification Agreement and Assignment of Proceeds by and between Behringer Harvard Short Term Opportunity Fund I L.P. and Behringer Harvard Holdings, LLC (previously filed and incorporated by reference to Form 10-Q filed November 14, 2012)

10.2		Pledge and Security Agreement by and between Behringer Harvard Short Term Opportunity Fund I L.P. and Behringer Harvard Holdings, LLC (previously filed and incorporated by reference to Form 10-Q filed November 14, 2012)

10.3		Liquidating Trust Agreement among Behringer Harvard Short-Term Opportunity Fund I LP, as grantor, Behringer Harvard Advisors II LP, as managing trustee, and CSC Trust Company of Delaware, as resident trustee (previously filed and incorporated by reference to Form 8-K filed on February 11, 2013)

10.4		Promissory Note by and between Behringer Harvard Mockingbird Commons, LLC and Great American Life Insurance Company (previously filed and incorporated by reference to Form 10-K filed March 29, 2013)

10.5		Deed of Trust, Fixture Filing, Assignment of Rents, and Security Agreement by Behringer Harvard Mockingbird Commons, LLC in favor of Rebecca S. Conrad, Trustee, for the benefit of Great American Life Insurance Company (previously filed and incorporated by reference to Form 10-K filed March 29, 2013)

10.6*		The Purchase and Sale Agreement between Behringer Harvard Mockingbird Commons, LLC, as seller, and THI VI Dallas Mockingbird LLC, as purchaser, dated May 7, 2014

10.7*		Note Modification Agreement by and between Behringer Harvard Short-Term Opportunity Liquidating Trust and Behringer Harvard Holdings, LLC dated December 31, 2014

8. Related Party Arrangements

21.1*		List of Subsidiaries

31.1*		Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Executive Officer

31.2*		Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Financial Officer

32.1*		Section 1350 Certifications**

~~The~~*filed ~~Managing~~or ~~Trustee and~~furnished 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 II as General Partner. In its former capacity as General Partner of the Partnership, Behringer Advisors II and certain of its affiliates have also received fees in the past in connection with the Partnership’s Offering and acquisitions.herewith

~~For~~** ~~the~~In ~~management and~~accordance ~~leasing~~with ofItem ~~our properties, we pay HPT Management Services, LLC, Behringer Harvard Short-Term Management Services, LLC or Behringer Harvard Real Estate Services, LLC, or their affiliates~~ 601(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)(132) ~~for~~of ~~commercial properties that are not leased on a long~~Regulation S-~~term net lease basis~~K, ~~4.5% of~~this ~~gross~~Exhibit ~~revenues,~~is ~~plus~~not ~~separate~~deemed ~~leasing~~“filed” ~~fees~~for ofpurposes ~~up to 1.5%~~ of ~~gross~~Section ~~revenues~~18 ~~based upon the customary leasing fees applicable to the geographic location~~ of the ~~properties,~~Exchange ~~and~~Act ~~(2) in the case of commercial properties that are leased on a long-term net lease basis (ten~~ or ~~more~~otherwise ~~years),~~subject 1%to ~~of gross revenues plus a one-time initial leasing fee of 3% of gross revenues payable~~the ~~over~~liabilities ~~the first five years~~ of ~~the~~that ~~lease term~~section. WeSuch ~~reimburse~~certifications ~~the~~will ~~costs~~not ~~and~~be ~~expenses~~deemed ~~incurred~~incorporated by ~~our~~reference ~~Property~~into ~~Manager~~any onfiling ~~our~~under ~~behalf, including~~ the ~~wages and salaries and other employee-related expenses of all on-site employees who are engaged in the operation,~~Securities ~~management,~~Act ~~maintenance and leasing~~ or ~~access~~the ~~control~~Exchange ~~of our properties~~Act, ~~including~~except ~~taxes, insurance and benefits relating~~ to ~~such employees,~~the ~~and~~extent ~~legal, travel and other out-of-pocket expenses~~ that ~~are directly related to~~ the ~~management~~registrant ofspecifically ~~specific~~incorporates ~~properties. For~~it ~~the~~by ~~year ended December 31, 2013, the Liquidating Trust incurred property management fees payable to the Property Manager of less than $0~~reference.~~1 million.~~

We may pay Behringer Advisors II or its affiliates a debt financing fee for certain debt made available to us. For the year ended December 31, 2013, the Liquidating Trust incurred no such debt financing fees.

We may reimburse Behringer Advisors II 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, as permitted by the Liquidating Trust Agreement. For the year ended December 31, 2013, the Liquidating Trust incurred such cost for administrative services totaling $0.2 million.

On July 5, 2012, the Partnership entered into a Note Modification Agreement and Assignment of Proceeds to amend the terms of a loan with Behringer Holdings (“BHH Loan”) with all borrowings and accrued interest due on May 31, 2014. The outstanding principal balance under the BHH Loan at December 31, 2013 was $8.8 million. Borrowings under the BHH Loan were used principally to finance general working capital and capital expenditures. The BHH Loan is unsecured, has an interest rate of 5.0% per annum and requires no monthly payments of interest or principal.

F-7

Behringer Harvard Short-Term Opportunity Liquidating Trust

Notes to Consolidated Financial Statements

(Unaudited)

At December 31, 2013, we had payables to related parties of approximately $2.5 million. The balance at December 31, 2013 consisted primarily of management fees payable to the Advisor and accrued interest on the BHH Loan. We are dependent on Behringer Advisors II, our Property Manager, or their affiliates, for certain services that are essential to us, including disposition decisions, property management and leasing services and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services to us, we will be required to obtain such services from other sources.

9. Notes Payable

We had notes payable totaling $40.7 million at December 31, 2013 of which $31 million was secured by the hotel property and $8.8 million was to Behringer Holdings, a related party.

On December 20, 2012 the Mockingbird Commons Partnership entered into a promissory note agreement with Great American Life Insurance Company (“Palomar Lender”) to borrow $31 million (the “Hotel Palomar Loan”). The Hotel Palomar Loan bears interest at a fixed rate of 5.75% per annum and requires monthly payments of interest only during the first 18 months with 30-year amortization thereafter. The loan, which matures on December 19, 2015, contains two one year extension options if certain conditions are met and does not allow prepayment in whole or in part during the first 12 months. Prepayment in whole (but not in part) from months 13 through 30 will include a yield maintenance premium as defined under the terms of the loan. The Hotel Palomar Loan is secured by the associated property. We have guaranteed payment of certain recourse liabilities with respect to certain customary nonrecourse carveouts in favor of the Palomar Lender with respect to the loan.

On July 5, 2012, the Partnership entered into a Note Modification Agreement and Assignment of Proceeds to amend the terms of the BHH Loan with all borrowings and accrued interest due on May 31, 2014. The outstanding principal balance under the BHH Loan at December 31, 2013 was $8.8 million. The BHH Loan is unsecured, has an interest rate of 5.0% per annum and requires no monthly payments of interest or principal.

10. Subsequent Events

During 2013, we recorded an accounts receivable of approximately $6.3 million related to final resolution of the back-end promoted interests on the sale of Landmark I & II which we sold in 2011. The sale contract for Landmark I and II provided that we retain a promoted interest in distributable cash related to the buildings, meaning that we would share in the profits and cash flows of these properties once a certain threshold had been met. We received $6.2 million in January 2014 related to final resolution of the back-end promoted interest and used the $6.2 million to pay down principal and interest.

F-8

Behringer Harvard Short-Term Opportunity Liquidating Trust

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2013

(Unaudited)

(in thousands)

The changes in total real estate for the year ended December 31, 2013 is as follows (in thousands):

	Year Ended
	December 31, 2013
Balance as of January 1, 2013	$	49,602
Capital expenditures		229
Liquidation adjustment (1)		(1,853	)
Balance as of December 31, 2013 (liquidation basis)	$	47,978

(1) Represents the net liquidation adjustment we made to the carrying value of our remaining real estate investments during the year ended December 31, 2013.

F-9

Index to Exhibits

Exhibit Number		Description
2.1		Behringer Harvard Short-Term Opportunity Liquidating Trust Plan of Liquidation dated February 11, 2013 (previously filed and incorporated by reference to Form 8-K filed February 11, 2013)
3.1		Second Amended and Restated Agreement of Limited Partnership of Behringer Harvard Short Term Opportunity Fund I L.P. dated September 5, 2008 (previously filed and incorporated by reference to Form 8-K filed September 5, 2008)
3.2		Certificate of Limited Partnership of Behringer Harvard Short Term Opportunity Fund I L.P. (previously filed in and incorporated by reference to Behringer Harvard Short Term Opportunity Fund I L.P. Registration Statement on Form S-11, Commission File No. 333-100125, filed on September 27, 2002)
3.3		Certificate of Trust of Behringer Harvard Short-Term Opportunity Liquidating Trust dated February 13, 2013 (previously filed and incorporated by reference to Form 10-K filed March 29, 2013)
4.1		Subscription Agreement and Subscription Agreement Signature Page (previously filed in and incorporated by reference to Exhibit C to Supplement No. 1 to the prospectus of Behringer Harvard Short Term Opportunity Fund I L.P. contained within Post-Effective Amendment No. 1 to Behringer Harvard Short Term Opportunity Fund I L.P. Registration Statement on Form S-11, Commission File No. 333-100125, filed on June 3, 2003)
10.1		Note Modification Agreement and Assignment of Proceeds by and between Behringer Harvard Short Term Opportunity Fund I L.P. and Behringer Harvard Holdings, LLC (previously filed and incorporated by reference to Form 10-Q filed November 14, 2012)
10.2		Pledge and Security Agreement by and between Behringer Harvard Short Term Opportunity Fund I L.P. and Behringer Harvard Holdings, LLC (previously filed and incorporated by reference to Form 10-Q filed November 14, 2012)
10.3		Liquidating Trust Agreement among Behringer Harvard Short-Term Opportunity Fund I LP, as grantor, Behringer Harvard Advisors II LP, as managing trustee, and CSC Trust Company of Delaware, as resident trustee (previously filed and incorporated by reference to Form 8-K filed on February 11, 2013)
10.4		Promissory Note by and between Behringer Harvard Mockingbird Commons, LLC and Great American Life Insurance Company (previously filed and incorporated by reference to Form 10-K filed March 29, 2013)
10.5		Deed of Trust, Fixture Filing, Assignment of Rents, and Security Agreement by Behringer Harvard Mockingbird Commons, LLC in favor of Rebecca S. Conrad, Trustee, for the benefit of Great American Life Insurance Company (previously filed and incorporated by reference to Form 10-K filed March 29, 2013)
21.1*		List of Subsidiaries
31.1*		Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Executive Officer
31.2*		Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Financial Officer
32.1*		Section 1350 Certifications**

*filed or furnished herewith

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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