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Plm equipment growth fund v liquidating trust

plm equipment growth fund v liquidating trust-5

This position is based on the representations made to the Division in your letter. We would appreciate the Staff's response and are available to discuss this matter further should the staff wish any additional information.

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When considered as a whole, not requiring the Liquidating Trust to file quarterly reports and annual reports that contain audited financial information would not be inconsistent with the protection of investors as Beneficial Interests will not be traded and holders thereof will be kept informed of material fiscal developments through annual and current reports.In addition, the absence of a trading market for the registrant's securities is one of the staff's standards for granting such relief. 9660 (June 30, 1972) (Release 34-9660) and the following no-action letters: Burnham Pacific Properties, Inc., BPP Liquidating Trust (Pub. June 21, 2002); Cambridge Advantaged Properties II Limited Partnership (Pub. Based on the foregoing, we respectfully request the Division of Corporation Finance to confirm that it will not recommend any enforcement action to the Commission if the Liquidating Trust does not register under the Exchange Act and complies with the reporting requirements thereunder in the manner proposed above.Further, this response expresses the Division's position on enforcement action only. Please acknowledge your receipt of this no-action letter request by stamping the extra copy of this letter and returning it to the undersigned in the pre-addressed, stamped envelope provided. It does not express any legal conclusion on the question presented. Effective upon such transfer, the Limited Partners and the General Partner were deemed to be pro rata holders of Beneficial Interests in the Liquidating Trust and all interests in the Partnership have been deemed cancelled.

The Partnership filed a Certificate of Cancellation with the California Secretary of State on December 31, 2002. below, all of the net cash proceeds from the sale of assets of the Liquidating Trust and cash, less reserves for contingent liabilities, shall be distributed to the beneficiaries of the Liquidating Trust no later than December 31, 2003. October 4, 2000); MGI Properties, MGI Liquidating Trust (Pub.

The annual report of the Liquidating Trust showing the interests of the Beneficial Holders in the Liquidating Trust furnished to the holders of Beneficial Interests will be filed with the Commission under cover of a Form 10-K using the Partnership's Commission file number.

The Trustee will cause the Liquidating Trust to file with the Commission a current report under cover of a Form 8-K using the Partnership's Commission file number whenever an event occurs for which Form 8-K requires such report to be filed for the Liquidating Trust or whenever, in the opinion of the Trustee, any other material event relating to the Liquidating Trust's assets has occurred, and a copy of each such report shall be sent to the holders of Beneficial Interests.

Sincerely, Mark Austin Attorney-Adviser [Nixon Peabody LLP Letterhead] 101 Federal Street Boston, Massachusetts 02110-1832 (617) 345-1000 FAX: (617) 345-1300 Alexander J. Direct Dial: (617) 345-1103 e-mail: [email protected]: 866-947-0694 June 5, 2003 Ladies and Gentlemen: This letter replaces our letter of January 17, 2003 and reflects the modifications that we discussed in our telephone conversation today.

On behalf of and as counsel to (i) PLM Financial Services, Inc., a Delaware corporation, the trustee of the Liquidating Trust (the "Trustee"), and (ii) the Liquidating Trust, a liquidating trust established to complete the liquidation of the remaining assets of PLM Equipment Growth Fund III, a California limited partnership (the "Partnership"), we hereby request that the Division of Corporation Finance confirm that, in the circumstances described herein, it will not recommend an enforcement action to the Securities and Exchange Commission (the "Commission") if the Liquidating Trust does not register and report with respect to the beneficial interests in the Liquidating Trust (the "Beneficial Interests") under Sections 12(g) and 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

At that time, a Certificate of Dissolution was filed with the Secretary of State of the State of California, and the Partnership began the orderly liquidation of its remaining assets in accordance with the terms of the Partnership Agreement.