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**Exhibit 31.2**  

 

 

** **

 

 

**CERTIFICATION OF CO-CHIEF EXECUTIVEOFFICER**

**PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I,Mark Gatto, certify that: 

 

1.      I have reviewed this Annual Reporton Form 10-K of ICON Income Fund Nine Liquidating Trust (the “LiquidatingTrust”);

 

2.      Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report; 

 

3.      Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows as of, and for, the periods presented in this report;

 

4.      I am responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 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 LiquidatingTrust and have: 

 

a.      designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under my supervision, to ensure that material information relating tothe Liquidating Trust, including its consolidated subsidiaries, is made knownto me by others within those entities, particularly during the period in whichthis report is being prepared; 

 

b.      designed such internal controlover financial reporting, or caused such internal control over financial reportingto be designed under my supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c.       evaluated the effectiveness of theLiquidating Trust's disclosure controls and procedures and presented in thisreport my conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

 

d.      disclosed in this report anychange in the Liquidating Trust’s internal control over financial reporting that occurred during the Liquidating Trust’s most recent fiscal quarter that has materially affected,or is reasonably likely to materially affect, the Liquidating Trust’s internalcontrol over financial reporting; and 

 

5.      This report discloses, based on mymost recent evaluation of internal control over financial reporting: 

 

a.      all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theLiquidating Trust's ability to record, process, summarize and report financialinformation; and

 

b.      any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Liquidating Trust's internal control over financial reporting.

 

Date: March 27, 2013

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/s/ Mark Gatto

Mark Gatto

Co-Chief ExecutiveOfficer and Co-President 

ICON Capital, LLC

 

 

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