Funds liquidating trust

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A liquidating trust may also be an effective method for a fund manager to wind down a fund without having a significant role in the liquidation.

At the end of the fund's life cycle or term, the fund manager may have certain assets that are not easily liquidated and convertible into cash for distribution to the owners of the fund.

It is expected that the Partnership shall dissolve and liquidate prior to fully winding up its affairs, including, but not limited to, the sale of its remaining assets, the collection of any receivables and the payment of any unsatisfied debts, claims, liabilities, commitments, suits and other obligations, whether contingent or fixed or otherwise (the “Liabilities”), except for such Liabilities for which the Partnership has previously reserved by the allocation of the Cash Reserve as described in the recitals hereto.

The Trust hereby is organized for the sole purpose of winding up the affairs of the Partnership as promptly as reasonably possible and with no objective to continue or engage in the conduct of a trade or business.

In addition, effective immediately, the Trust’s investment manager, Fisher Asset Management, LLC (the “Manager”), will begin an orderly transition of the Trust’s portfolio investments to cash and cash equivalents and each Fund will thereafter no longer be pursuing its investment objective.

At any time prior to the Distribution Date, investors may redeem shares of the Fund.

The Cash Reserve and Retained Assets to be granted, assigned and conveyed to the Trustee as of the Effective Date will be held in the Trust, and the Trustee will: (i) further liquidate the Trust Assets as it deems necessary to carry out the purpose of the Trust and facilitate distribution of the Trust Assets; (ii) protect, conserve and manage the Trust Assets in accordance with the terms and conditions hereof; and (iii) distribute the Trust Assets in accordance with the terms and conditions hereof.

It is intended that the granting, assignment and conveyance of the Cash Reserve and the Retained Assets by the Partnership to the Trustee pursuant hereto shall be treated for federal and state income tax purposes as if the Partnership made such distributions directly to the holders of Partnership Interests.

WHEREAS, the terms of that certain Amended and Restated Limited Partnership Agreement, dated as of December 20, 1991, which was further amended pursuant to that certain First Amendment to the Amended and Restated Limited Partnership Agreement dated as of November 21, 1996, and by that certain Second Amendment to the Amended and Restated Limited Partnership Agreement dated as of August 24, 2001 (collectively, the “Partnership Agreement”); and provide that the Partnership be dissolved upon the determination by PLM Financial Services, Inc., a Delaware corporation, General Partner of the Partnership (the “General Partner”) that it is necessary to commence the liquidation of the assets of the Partnership in order for the liquidation of all of the assets to be completed in an orderly and businesslike fashion prior to January 1, 2007; and WHEREAS, the General Partner believes it to be in the best interest of the Partnership to complete the liquidation of the Partnership by transferring all remaining assets of the Partnership (the “Retained Assets”) to a liquidating trust (the “Trust”) with PLM Financial Services, Inc., serving as its initial trustee (the “Trustee”), including a cash reserve set aside for the contingent and existing obligations of the Partnership (the “Cash Reserve”); and WHEREAS, the Trustee shall administer the Liquidating Trust pursuant to the terms of this Agreement and, upon satisfaction of all liabilities and obligations of the Partnership and the Liquidating Trust, the Trustee shall distribute the residue of the proceeds of the liquidation of the assets of the Partnership in accordance with the terms hereof; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership hereby agrees to grant, release, assign, convey and deliver unto the Trustee for the benefit of the Beneficiaries (as hereinafter defined), all of the right, title and interest of the Partnership in and to the Retained Assets for the uses and purposes stated herein on the Effective Date, subject to the terms and provisions set out below, and the Trustee hereby agrees to accept such Retained Assets and such Trust, subject to the following terms and provisions:“ Affiliated Person ” shall mean a Person (i) who in his individual capacity is a director, trustee, officer, partner or employee of the Manager or of a Person who controls, is controlled by or is under common control with the Manager or (ii) who controls, is controlled by or is under common control with the Manager.“ Beneficial Interest ” shall mean each Beneficiary’s proportionate share of the Trust Assets in the Trust determined by the ratio of the number of Partnership Interests held by the Initial Beneficiary on the close of business on the Record Date in the Partnership over the total number of Partnership Interests existing on such Record Date in the Partnership and thereafter each Beneficiary’s proportional beneficial interest in the Trust represented by Trust Units.“ Liquidating Trust ” shall mean the liquidating trust maintained by the Trustee holding the Trust Assets of the Partnership, identified as the “PLM Equipment Growth Fund VI Liquidating Trust”; also referred to herein as the “Trust.”“ Manager ” shall mean such Person or Persons who have been employed by, or who have contracted with, the Trustee to assist in the management of the Trust, and for the avoidance of doubt, the Manager may be the General Partner or any affiliate of the General Partner.“ Person ” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, a joint venture, any unincorporated organization, or a government or political subdivision thereof.“ Trust Assets ” shall mean all the property held from time to time by the Trustee under this Agreement, which initially shall consist of the Retained Assets of the Partnership granted, assigned and conveyed to the Trustee by the Partnership including, but not limited to, the Cash Reserve, and, in addition, shall thereafter include all proceeds and other receipts of, from, or attributable to any assets, causes of actions or claims held by the Trust.Whether any planned tax result is realized by you depends on the specific facts of your situation at the time your taxes are prepared.This LIQUIDATING TRUST AGREEMENT (this “Agreement”), dated as of June 30, 2006 (the “Effective Date”), by and between PLM Equipment Growth & Income Fund VII, a California limited partnership, as Grantor (the “Partnership”), and PLM Financial Services, Inc., a Delaware corporation, as Trustee (the “Trustee”).certain Third Amended and Restated Limited Partnership Agreement, dated as of May 10, 1993, which was further amended pursuant to that certain First Amendment to the Third Amended and Restated Limited Partnership Agreement dated as of May 28, 1993, by that certain Second Amendment to the Third Amended and Restated Limited Partnership Agreement dated as of January 21, 1994, by that certain Third Amendment to the Third Amended and Restated Limited Partnership Agreement dated as of January 21, 1994, and by that certain Fourth Amendment to Third Amended and Restated Limited Partnership Agreement dated August 24, 2001 (collectively, the “Partnership Agreement”); and provide that the Partnership be dissolved upon the determination by PLM Financial Services, Inc., a Delaware corporation, General Partner of the Partnership (the “General Partner”) that it is necessary to commence the liquidation of the assets of the Partnership in order for the liquidation of all of the assets to be completed in an orderly and businesslike fashion prior to January 1, 2007; and WHEREAS, the General Partner believes it to be in the best interest of the Partnership to complete the liquidation of the Partnership by transferring all remaining assets of the Partnership (the “Retained Assets”) to a liquidating trust (the “Trust”) with PLM Financial Services, Inc., serving as its initial trustee (the “Trustee”), including a cash reserve set aside for the contingent and existing obligations of the Partnership (the “Cash Reserve”); and WHEREAS, the Trustee shall administer the Liquidating Trust pursuant to the terms of this Agreement and, upon satisfaction of all liabilities and obligations of the Partnership and the Liquidating Trust, the Trustee shall distribute the residue of the proceeds of the liquidation of the assets of the Partnership in accordance with the terms hereof; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership hereby agrees to grant, release, assign, convey and deliver unto the Trustee for the benefit of the Beneficiaries (as hereinafter defined), all of the right, title and interest of the Partnership in and to the Retained Assets for the uses and purposes stated herein on the Effective Date, subject to the terms and provisions set out below, and the Trustee hereby agrees to accept such Retained Assets and such Trust, subject to the following terms and provisions:” shall mean a Person (i) who in his individual capacity is a director, trustee, officer, partner or employee of the Manager or of a Person who controls, is controlled by or is under common control with the Manager or (ii) who controls, is controlled by or is under common control with the Manager.” shall mean each Beneficiary’s proportionate share of the Trust Assets in the Trust determined by the ratio of the number of Partnership Interests held by the Initial Beneficiary on the close of business on the Record Date in the Partnership over the total number of Partnership Interests existing on such Record Date in the Partnership and thereafter each Beneficiary’s proportional beneficial interest in the Trust represented by Trust Units.” shall mean the liquidating trust maintained by the Trustee holding the Trust Assets of the Partnership, identified as the “PLM Equipment Growth & Income Fund VII Liquidating Trust”; also referred to herein as the “Trust.”” shall mean such Person or Persons who have been employed by, or who have contracted with, the Trustee to assist in the management of the Trust, and for the avoidance of doubt, the Manager may be the General Partner or any affiliate of the General Partner.” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, a joint venture, any unincorporated organization, or a government or political subdivision thereof.” shall mean all the property held from time to time by the Trustee under this Agreement, which initially shall consist of the Retained Assets of the Partnership granted, assigned and conveyed to the Trustee by the Partnership including, but not limited to, the Cash Reserve, and, in addition, shall thereafter include all proceeds and other receipts of, from, or attributable to any assets, causes of actions or claims held by the Trust.It is further intended that for federal, state and local income tax purposes the Trust shall be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law, and the Beneficiaries shall be treated as the owners of their respective share of the Trust pursuant to Sections 671 through 679 of the Code and any analogous provision of state or local law and shall be taxed on their respective share of the Trust’s taxable income (including both ordinary income and capital gains) pursuant to Section 671 of the Code and any analogous provision of state or local law.The Trustee shall file all tax returns required to be filed with any governmental agency consistent with this position, including, but not limited to, any returns required of grantor trusts pursuant to Section 1.671-4(a) of the Income Tax Regulations.

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