Exhibit (a)(2)
LETTER OF TRANSMITTAL
To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date. Delivery of this Letter of
Transmittal or any other required documents to an address other than as set
forth above does not constitute valid delivery. The method of delivery of all
documents is at the election and risk of the tendering Unit holder. Please use
the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is
to be completed by holders of Units of limited partnership interest in ICON Cash
Flow Partners L.P. Seven (the "Partnership"), pursuant to the procedures set
forth in the Offer to Purchase (as defined below). Capitalized terms used herein
and not defined herein have the same meanings as in the Offer to Purchase.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
Name: ___________________ 12:00 MIDNIGHT, PACIFIC TIME,ON JULY 11,2006
(THE "EXPIRATION DATE") UNLESS EXTENDED
Address: ________________ Deliver to: MacKenzie Patterson Fuller, LP
1640 School Street
City, State, ZIP: _______ Moraga, California 94556
For Assistance: (800) 854-8357
Units Owned: ____________ Facsimile: (925) 631-9119
E-Mail Address: offers@mpfi.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE
ADDRESS IN THE BOX TO THE LEFT)
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
To whom it may concern:
The undersigned hereby tenders to MPF-NY 2006, LLC, Moraga Gold, LLC, MPF DeWaay
Fund 3, LLC, MPF Flagship Fund 11, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue
Ridge Fund II, LLC, MPF Senior Note Program I, LP, MacKenzie Patterson Special
Fund 7, LLC, MPF DeWaay Premier Fund 3, LLC, MacKenzie Patterson Special Fund 6,
LLC, MacKenzie Patterson Special Fund 6-A, LLC, MPF Income Fund 22, LLC, MPF
Income Fund 23, LLC, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 2, LLC
(collectively the "Purchasers") all of the Units of limited partnership interest
("Units") in the Partnership held by the undersigned as set forth above (or, if
less than all such Units, the number set forth below in the signature box), at a
purchase price equal to $4.50 per Unit, less the amount of any distributions
made or declared with respect to the Units between May 30, 2006 and the
Expiration Date, and upon the other terms and subject to the conditions set
forth in the Offer to Purchase, dated May 30, 2006 (the "Offer to Purchase") and
in this Letter of Transmittal, as each may be supplemented or amended from time
to time (which together constitute the "Offer"). Receipt of the Offer to
Purchase is hereby acknowledged. Subject to and effective upon acceptance for
payment of any of the Units tendered hereby, the undersigned sells, assigns, and
transfers to, Purchasers all right, title, and interest in and to such Units
which are purchased pursuant to the Offer. The undersigned hereby irrevocably
constitutes and appoints the Purchasers as the true and lawful agent and
attorney-in-fact and proxy of the undersigned with respect to such Units, with
full power of substitution (such power of attorney and proxy being deemed to be
an irrevocable power and proxy coupled with an interest), to deliver such Units
and transfer ownership of such Units, on the books of the Partnership, together
with all accompanying evidences of transfer and authenticity, to the Purchasers
and, upon acceptance of the tender of such Units by the Purchasers, to exercise
all voting rights and to receive all benefits and otherwise exercise all rights
of beneficial ownership of such Units all in accordance with the terms of the
Offer. Upon the purchase of any Units tendered hereby, the undersigned hereby
requests that each of the Purchasers be admitted to the Partnership as a
"substitute Limited Partner" under the terms of the Partnership Agreement of the
Partnership. Upon the purchase of Units pursuant to the Offer, all prior proxies
and consents given by the undersigned with respect to such Units will be revoked
and no subsequent proxies or consents may be given (and if given will not be
deemed effective). In addition, by executing this Letter of Transmittal, the
undersigned assigns to the Purchasers all of the undersigned's rights to receive
distributions from the Partnership with respect to Units which are purchased
pursuant to the Offer, other than distributions declared or paid through the
Expiration Date and to change the address of record for such distributions on
the books of the Partnership. Upon request, the Seller will execute and deliver,
and irrevocably directs any custodian to execute and deliver, any additional
documents deemed by the Purchaser to be necessary or desirable to complete the
assignment, transfer, and purchase of such Units.
The undersigned hereby represents and warrants that the undersigned owns the
Units tendered hereby and has full power and authority to validly tender, sell,
assign, and transfer the Units tendered hereby, and that when any such Units are
purchased by the Purchasers, the Purchasers will acquire good, marketable, and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements, or other obligations relating to the
sale or transfer thereof, and such Units will not be subject to any adverse
claim. Upon request, the undersigned will execute and deliver any additional
documents deemed by the Purchasers to be necessary or desirable to complete the
assignment, transfer, and purchase of Units tendered hereby. The undersigned
understands that a tender of Units to the Purchasers will constitute a binding
agreement between the undersigned and the Purchasers upon the terms and subject
to the conditions of the Offer. The undersigned recognizes the right of the
Purchasers to effect a change of distribution address to MacKenzie Patterson
Fuller, LP at 1640 School Street, Moraga, California, 94556. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchasers may not be required to accept for payment any of the Units
tendered hereby. In such event, the undersigned understands that any Letter of
Transmittal for Units not accepted for payment will be destroyed by the
Purchasers. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
Arbitration Agreement: The Purchasers and the undersigned agree that any
dispute, claim, or controversy arising out of a purchase of Units shall be
resolved by submission to binding arbitration in Oakland, California before a
retired judge, and all parties agree to be subject to jurisdiction in
California. If the parties are unable to agree on a retired judge, each party
shall name one retired judge and the two persons so-named shall select a neutral
judge who will act as the sole arbitrator (if one party fails to select an
arbitrator within 20 days of notice by the other party of its selection, the
other party's selection will be the arbitrator). The arbitrator selected must
follow applicable Federal securities laws and California law. The arbitrator
must render a decision in writing, explaining the legal and factual basis for
decision as to each of the principal controverted issues. The arbitrator's
decision will be final and binding upon the parties. A judgment upon any award
may be entered in a court of competent jurisdiction. Prevailing party shall be
entitled to recover expenses including but not limited to attorney fees,
arbitrator fees, and filing fees. However, by so doing, you are not waiving any
of your rights under the federal securities laws or any rule or regulation
thereunder.
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BOX A X
Medallion Signature Guarantee -------------------------------------------
(Required for all Sellers; See (Signature of Owner) Date
Instruction 1)
X
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(Signature of Owner) Date
Tax payer I.D. or Social #
-----------------
Telephone No. (day)
----------------------
(eve.)
----------------------
_________ Units
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Please sign exactly as your name is printed (or corrected) above, and insert
your Taxpayer Identification Number or Social Security Number in the space
provided. For joint owners, each joint owner must sign. (See Instruction 1). The
signatory hereto hereby certifies under penalties of perjury the statements in
Box B, Box C and, if applicable, Box D. If the Owner is tendering less than all
Units held, the number of Units tendered is set forth above. Otherwise, all
Units held by the undersigned are tendered hereby.
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BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
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The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of this Letter of
Transmittal is the correct TIN of the Unit holder, or if this box [ ] is
checked, the Unit holder has applied for a TIN. If the Unit holder has applied
for a TIN, a TIN has not been issued to the Unit holder, and either: (a) the
Unit holder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the Unit
holder intends to mail or deliver an application in the near future (it being
understood that if the Unit holder does not provide a TIN to the Purchasers
within sixty (60) days, 31% of all reportable payments made to the Unit holder
thereafter will be withheld until a TIN is provided to the Purchasers); and
(ii) Unless this box [ ] is checked, the Unit holder is not subject to
backup withholding either because the Unit holder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unit holder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unit holder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the Unit
holder is not subject to backup withholding.
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BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
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Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchasers that no withholding is
required with respect to the Unit holder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:
(i) Unless this box [ ] is checked, the Unit holder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign estate, or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Unit holder's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Unit holder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
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By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unit holder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Unit holder:
(i) Is a nonresident alien individual or a foreign corporation, partnership,
estate, or trust;
(ii) If an individual, has not been and plans not to be present in the U.S. for
a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that has
effectively connected gains from transactions with a broker or barter
exchange.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units a Unit
holder must sign at the "X" on the bottom of the first page of this Letter
of Transmittal and insert the Unit holder's correct Taxpayer Identification
Number or Social Security Number ("TIN") in the space provided below the
signature. The signature must correspond exactly with the name printed (or
corrected) on the front of this Letter of Transmittal without any change
whatsoever. If this Letter of Transmittal is signed by the registered Unit
holder of the Units, a Medallion signature guarantee on this Letter of
Transmittal is required. Similarly, if Units are tendered for the account
of a member firm of a registered national security exchange, a member firm
of the National Association of Securities Dealers, Inc. or a commercial
bank, savings bank, credit union, savings and loan association, or trust
company having an office, branch or agency in the United States (each an
"Eligible Institution"), a Medallion signature guarantee is required. In
all other cases, signatures on this Letter of Transmittal must be Medallion
guaranteed by an eligible institution, by completing the signature
guarantee set forth in BOX A of this Letter of Transmittal. If any tendered
Units are registered in the names of two or more joint holders, all such
holders must sign this Letter of Transmittal. If this Letter of Transmittal
is signed by trustees, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit
proper evidence satisfactory to the Purchasers of their authority to so
act. For Units to be validly tendered, a properly completed and duly
executed Letter of Transmittal, together with any required signature
guarantees in BOX A, and any other documents required by this Letter of
Transmittal, must be received by the Depositary prior to or on the
Expiration Date at its address or facsimile number set forth on the front
of this Letter of Transmittal. No alternative, conditional or contingent
tenders will be accepted. All tendering Unit holders by execution of this
Letter of Transmittal waive any right to receive any notice of the
acceptance of their tender.
2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to
the Offer.
3. U.S. Persons. A Unit holder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership,
a domestic trust, or a domestic estate (collectively "United States
persons") as those terms are defined in the Internal Revenue Code and
Income Tax Regulations, should complete the following:
Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Unit holder must provide to the Purchasers the
Unit holder's correct Taxpayer Identification Number or Social
Security Number ("TIN") in the space provided below the signature line
and certify, under penalties of perjury, that such Unit holder is not
subject to such backup withholding. The TIN that must be provided is
that of the registered Unit holder indicated on the front of this
Letter of Transmittal. If a correct TIN is not provided, penalties may
be imposed by the Internal Revenue Service ("IRS"), in addition to the
Unit holder being subject to backup withholding. Certain Unit holders
(including, among others, all corporations) are not subject to backup
withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each Unit
holder who or which is a United States Person (as defined Instruction
3 above) must certify, under penalties of perjury, the Unit holder's
TIN and address, and that the Unit holder is not a foreign person. Tax
withheld under Section 1445 of the Internal Revenue Code is not an
additional tax. If withholding results in an overpayment of tax, a
refund may be obtained from the IRS.
4. Foreign Persons. In order for a Unit holder who is a foreign person
(i.e., not a United States Person as defined in 3 above) to qualify as
exempt from 31% backup withholding, such foreign Unit holder must certify,
under penalties of perjury, the statement in BOX D of this Letter of
Transmittal attesting to that foreign person's status by checking the box
preceding such statement. However, such person will be subject to
withholding of tax under Section 1445 of the Code.
5. Additional Copies of Offer to Purchase and Letter of Transmittal.
Requests for assistance or additional copies of the Offer to Purchase and
this Letter of Transmittal may be obtained from the Purchasers by calling
800-854-8357.
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