Securities Act of 1934
Rule 13e-4

June 30, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Martin B. Richards, Esq.
McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030

Dear Mr. Richards:

We are responding to your letter dated June 30, 2006 addressed to Brian V. Breheny and Daniel F. Duchovny, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your June 30, 2006 correspondence.

Based upon your opinion that the Redemption Program does not constitute an issuer tender offer subject to Rule 13e-4, as well as the facts and representations made in correspondence and conversations with the staff, the Division of Corporation Finance, without necessarily concurring with the analysis or conclusions set forth in your letter, will not recommend that the Commission take enforcement action under Rule 13e-4 with respect to repurchases made under the Redemption Program. In issuing this no-action position, the Division of Corporation Finance considered the following facts, among others:

• that in any consecutive 12-month period, the number of Units repurchased by the Company under its Redemption Program will not exceed 3% of the weighted average number of outstanding Units of the Company as of the beginning of such 12-month period;
   
• the repurchase price will not exceed the purchase price the security holders paid for the Units;
   
• security holders who have held Units for one year and comply with certain procedures may tender Units for repurchase at any time during a quarterly period;
   
• security holders can withdraw tendered Units at any time prior to their repurchase;
   
• the Company will purchase validly tendered Units on a pro rata basis at the end of each quarter in the event the amount of available proceeds is insufficient to satisfy all of the current repurchase requests in accordance with the provisions described in your letter;
   
• the terms of the Redemption Program have been fully disclosed in the prospectuses delivered to security holders and the changes to the Redemption Plan will be disclosed and disseminated to security holders as described in your letter;
   
• to date, all of the Company's redemptions have been conducted in conformity with the terms of the Redemption Program as set forth in Exhibit A to your letter; and
   
• there is no trading market for the Units.

The foregoing no-action position is based solely on the representations and the facts presented in your letter dated June 30, 2006, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/applereitsix063006.htm