[LETTERHEAD OF DSI PROPERTIES, INC.]
Via Edgar
January 25, 2008
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington DC, 20549
ATTN: Kevin Woody, Branch Chief
Jennifer Monick, Staff Accountant
Re: DSI Realty Income Fund VII
Form 10-K for Fiscal Year Ended December 31, 2006
Form 10-Q for Quarterly Period Ended September 30, 2007
File No. 002-83291
Ladies and Gentlemen:
I am writing on behalf of DSI Realty Income Fund VII, a California
Limited Partnership, in response to a letter of comment from the staff of the
Securities and Exchange Commission (the "Staff") which was dated December 12,
2007 (the "Staff Letter").
The paragraphs below numbered 1 to 9 restate the numbered paragraphs
in the Staff Letter and the discussions set below these paragraphs represent
our responses to each of them. In addition, we have included full versions
(Exhibit A) of our proposed amended 10-Ks to which these responses refer.
I. Form 10-K for Fiscal Year Ended December 31, 2006
General
1. Please update the Form 10-K cover page and include the appropriate
information.
In response to the Staff, we have updated our cover page to reflect the latest
required information.
2. Please provide the required signatures on your certifications and on the
form 10-K itself.
In response to the Staff, the requested changes have been made to our filings.
In future filings the Company will ensure that the typed signatures will be
provided as applicable.
Item 2. Properties
3. Please include 2006 and 2005 disclosure regarding average rent per square
foot.
We have revised our Form 10-K to include these figures in the table under Item
2. In future filings the Company will ensure that this information is provided.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
4. We note you have omitted the contractual obligations table. Please tell us
how you have complied with Item 303(A)(5) of Regulation S-K, or tell us why you
believe it was not necessary to include this table.
We have revised our Form 10-K to include the Contractual Obligations Table under
Item 7.
Item 11. Executive Compensation (Management Remuneration and Transactions)
5. Please revise to include the disclosure required by Item 402(c) of Regulation
S-K, using the tabular presentation prescribed by the rule. Alternatively,
please advise us as to why you do not believe it is appropriate to include this
information.
We believe a tabular presentation is unnecessary since the Registrant is a
limited partnership and has no executive officers. The General Partners are
DSI Properties, Inc., a California corporation, and Diversified Investors
Agency, a partnership. The General Partnership entities received incentive
management fees totaling $117,598 for the year ended December 31, 2006. Each
of these entities also had revenues from other sources. Robert J. Conway and
Joseph W. Conway, (the sole partners of Diversified Investors Agency and collec-
tively the owners of 96.8% of the outstanding common stock of DSI Financial,
Inc. which is the parent of DSI Properties, Inc.) receive compensation from
those entities in amounts that do not bear a direct relationship to the amount
of incentive management fees paid to those entities by the Fund. It is impossi-
ble to determine the exact amount paid to Robert J. Conway and Joseph W. Conway
since no monies were paid directly to them from the Funds.
Item 12. Security Ownership of Certain Beneficial Owners and Management
6. Please revise to include the updated disclosure required by Item 403(b) of
Regulation S-K, using the tabular presentation prescribed by the rule.
In response to the Staff, the requested changes have been made to our filings
under Item 12.
Financial Statements
Report of Independent Registered Public Accounting Firm
7. We note you include an opinion from your external auditor, which does not
appear to be signed by your external auditor. Please amend your filing to in-
clude evidence that their opinion is signed.
Prior to the Form Filing, the Company obtained manually signed copies of the
reports of its independent registered public accounting firm. The Company will
retain these signed copies for at least five years. In response to the Staff,
in future filings, including the forthcoming 10-K/A, the Company will ensure
that the typed signatures will be provided on all applicable reports and
consents.
Certifications
8. We note your certifications do not comply with the content of the certifi-
cations required under Exchange Act Rules 13a-14(a) and 15d-14(a). Specifically,
we note you have replaced the word "report" with "annual report" in paragraphs
2, 3 and 4; you have replaced the word "an" with "our" in paragraph 4c; you
have replaced the phrase "the audit committee of the registrant's board of
directors" with "general partners" in paragraph 5; you have changed the term
"control" to "controls" in paragraph 5b; and you have included the certifica-
tions at the end of the Form 10-K, instead of as exhibits. Please amend your
filing to include certifications that comply with the Exchange Act Rules.
In response to the Staff, the requested changes have been made to our Certifi-
cations to comply with Exchange Act Rules. Furthermore, they will be included
as exhibits to our Form 10-K.
Form 10-Q for Quarterly Period Ended September 30, 2007
Certifications
9. We note your certifications do not comply with the content of the certifi-
cations required under Exchange Act Rules 13a-14(a) and 15d-14(a). Specifically,
we note you have removed the word "adversely" from paragraph 5a. Please revise
your certifications in future filings to comply with the Exchange Act Rules.
In response to the Staff, the requested changes have been made.
******
We appreciate the Staff's guidance and await final comments before filing our
10-K/As. Please direct these comments and/or any questions you may have to me
or Richard P. Conway, SVP at (562) 493-3022.
Sincerely,
/s/ ROBERT J. CONWAY
__________________________________
Robert J. Conway
Chief Executive Officer
January 25, 2008