CORRESP 6 filename6.txt AIMCO PROPERTIES, L.P. 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8101 March 18, 2005 VIA FACSIMILE 202-942-9638 & COURIER FOR COMMISSION USE ONLY Abby Adams, Esq. Office of Mergers and Acquisitions Division of Corporate Finance United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0303 RE: NATIONAL PROPERTY INVESTORS III SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005 FILED BY AIMCO PROPERTIES LP, ET AL. FOX STRATEGIC HOUSING INCOME PARTNERS SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005 FILED BY AIMCO PROPERTIES LP, ET AL. CENTURY PROPERTIES FUND XIV, XV, XIX, AND CENTURY PROPERTIES GROWTH FUND XXII SCHEDULES TO-T/13E-3 FILED FEBRUARY 16, 2005 FILED BY AIMCO PROPERTIES LP, ET AL. DAVIDSON INCOME REAL ESTATE, L.P. SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005 FILED BY AIMCO PROPERTIES LP, ET AL. DAVIDSON GROWTH PLUS LP SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005 FILED BY AIMCO PROPERTIES LP, ET AL. Dear Ms. Adams: We have received the comment letter, dated March 3, 2005, issued by the staff of the Securities and Exchange Commission (the "Commission") with respect to the Schedules TO and Schedules 13E-3 referenced above. AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company, and the other filing persons of the partnerships as shown in Schedule I hereto (collectively, the "Filing Persons") acknowledge the following: o The Filing Persons are responsible for the adequacy and accuracy of the disclosure in their filings; o Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o The Filing Persons may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO-GP, INC. AIMCO PROPERTIES, L.P. By: AIMCO-GP, Inc., its General Partner By: /s/ Miles Cortez ----------------------------------- Miles Cortez Executive Vice President, General Counsel and Secretary [INTENTIONALLY LEFT BLANK] 2 DAVIDSON DIVERSIFIED PROPERTIES, INC. DAVIDSON GROWTH PLUS G.P. CORPORATION FOX CAPITAL MANAGEMENT CORPORATION NPI EQUITY INVESTMENTS, INC. By: /s/ Martha L. Long ---------------------------- Martha L. Long Senior Vice President FOX PARTNERS II FOX PARTNERS IV By: FOX CAPITAL MANAGEMENT CORPORATION, its General Partner By: /s/ Martha L. Long ------------------------ Martha L. Long Senior Vice President SCHEDULE I
Partnership Other Filing Persons ----------- -------------------- Century Properties Fund IV Fox Capital Management Corporation Century Properties Fund V Fox Capital Management Corporation Century Properties Fund XIX Fox Partners II Fox Capital Management Corporation Century Properties Growth Fund XXII Fox Partners IV Fox Capital Management Corporation Davidson Growth Plus, L.P. Davidson Growth Plus G.P. Corporation Davidson Income Real Estate, L.P. Davidson Diversified Properties, Inc. Fox Strategic Housing Income Partners Fox Capital Management Corporation National Property Investors III NPI Equity Investments, Inc.