Release No. 33-5745

Release No. 34-12832

September 27, 1976

Guide for Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships

The Commission today approved the addition of Section 21(C), "Undertaking to Provide Financial Information" to Guide 60, "Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships," of the Guides for the Preparation and Filing of Registration Statements under the Securities Act of 1933 15 U.S.C. 77a et seq., as amended by Pub. L. No. 94-29 (June 4, 1975). Section 21(C) was published for comment in identical form on March 17, 1976 (Securities Act Release No. 5692 and Securities Exchange Act Release No. 12224) 41 FR 17403, 4-26-76. During the comment period, which expired on May 14, 1976, no adverse comments were received.

Guide 60 contains comments and suggestions by the Division of Corporation Finance in its processing of registration statements relating to real estate limited partnerships. It is not a Commission rule, nor was it published as bearing the Commissions official approval. As indicated in Securities Act Release No. 5692 (March 17, 1976) announcing the publication of the Guide, its purpose is to minimize delays in the review of registration statements relating to real estate limited partnerships and to assist issuers, accountants, attorneys, and others in the preparation of such filings.

Section 21(C) requests that registrants undertake to furnish to investors the financial statements required by Form 10-K 17 CFR 249.310 for one full year of operations after the effective date of a registration statement relating to a real estate limited partnership. The purpose of this undertaking is to try to assure that investors receive financial information for at least the first year of actual operations. In many instances, the issuers obligation to file reports under the Securities Exchange Act of 1934 15 U.S.C. 78a et seq., as amended by Pub. L. No. 94-29 (June 4, 1975) terminates before the proceeds of the offering are fully invested so that the investor never receives financial information of the type required by Form 10-K relating to partnership operations.

The text of Section 21(C) reads as follows:

GUIDE 60--GUIDES FOR THE PREPARATION AND FILING OF REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933. PREPARATION OF REGISTRATION STATEMENTS RELATING TO INTERESTS IN REAL ESTATE LIMITED PARTNERSHIPS.

21. UNDERTAKINGS

C. The following undertaking should be included in every registration statement:

The registrant undertakes to provide to the limited partners the financial statements required by Form 10-K for the first full fiscal year of operations of the partnership.

(Secs. 7, 10, 48 Stat. 78, 81; Sec. 205, 48 Stat. 906; Sec. 8, 68 Stat. 685; 15 U.S.C. 77g, 77j)

The Commission hereby authorizes the publication of Section 21(C) pursuant to Sections 7 and 10 of the Securities Act of 1933.

By the Commission.

George A. Fitzsimmons

Secretary