U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

August 14, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance


ICON Cash Flow Partners L.P. Seven
ICON Cash Flow Partners L.P. Seven Liquidating Trust
Incoming letter dated August 14, 2007

On the basis of the facts presented, this Division will not recommend enforcement action to the Commission if the Liquidating Trust, in reliance on your opinion of counsel that the Liquidating Trust is not an issuer of "equity securities" within the meaning of Section 12(g) of the Act, operates as described in your letter without compliance with the registration and reporting requirements of the Securities Exchange Act of 1934. Capitalized terms used in this response have the same meaning as defined in your letter.

In arriving at this position, we note that:

  • the General Partner of the Partnership adopted the Plan of Liquidation and Dissolution;
  • prior to its dissolution, the Partnership was current and timely in its reporting obligations under the Exchange Act;
  • the Partnership filed a Certificate of Cancellation with the Delaware Secretary of State and the effective date of the cancellation was July 12, 2007;
  • the Beneficial Interests in the Liquidating Trust are not transferable or assignable except by operation of law;
  • the Beneficial Interests in the Liquidating Trust are not and will not be represented by certificates;
  • the purpose of the Liquidating Trust is to liquidate and distribute the assets transferred it;
  • the Liquidating Trust will terminate upon the earlier of the distribution of all of its assets in accordance with the terms of the Liquidating Trust Agreement or three years from the date assets were first transferred to it (provided that if the Liquidating Trust's existence is extended beyond such three year period, the Liquidating Trust will request and receive additional no-action assurance from the Division prior to such extension);
  • none of the Trustees nor other persons affiliated with the Liquidating Trust or the Partnership will take any actions to facilitate or encourage any trading in the Beneficial Interests or any instrument or interest tied to the value of the Beneficial Interests;
  • the Trustee will provide each holder of Beneficial Interests with periodic reports containing unaudited financial statements and certain other information and will file such reports on Forms 10-K and 8-K; and
  • the Form 10-K will include as an exhibit a certification in the form set forth in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only. It does not express any legal conclusion on the questions presented.


Mary Beth Breslin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/14/2007