Exhibit 31.1
CERTIFICATION
OF TRUSTEE
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John G. Demeritt, certify
that:
| 1. | I have reviewed this annual report on Form 10-K of the FSP Phoenix Tower Corp. Liquidating Trust (the "Liquidating Trust"); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the net assets and changes in net assets under the liquidation basis of accounting of the Liquidating Trust
as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is
made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the Liquidating Trust's disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d. | Disclosed in this report any change in the Liquidating Trust's internal control over financial reporting that occurred during
the Liquidating Trust's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the
Liquidating Trust's internal control over financial reporting; and |
| 5. | This report discloses, based on my most recent evaluation of internal control over financial reporting: |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Liquidating Trust's ability to record, process, summarize and report financial
information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating
Trust's internal control over financial reporting. |
Date: April 12, 2013
By: /s/
John G. Demeritt
John G. Demeritt
Executive Vice President and Chief Financial Officer
FSP PROPERTY MANAGEMENT LLC
Trustee of FSP Phoenix Tower Corp. Liquidating Trust
