August 10, 2005

                                                   Via Facsimile: (202) 772-9203
                                                         and submitted via EDGAR

Abby Adams
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

     Re:  American  Republic  Realty Fund I
          Schedule TO-T filed June 2, 2005,
          by Everest Properties II, LLC,

Dear Ms. Adams:

     This letter  responds to the  Staff's  comments  conveyed in your letter of
August 9, 2005.  Numbered paragraphs below correspond to the numbered paragraphs
in your letter.

     1. We believe that Rule 14d-3(b)(1) does not apply because the changes made
in the information set forth in the schedule previously filed were not material.
Even if the extension were considered material,  the press release announcing it
was timely and, in fact,  could have been as late as 9:00 a.m.  Eastern  Time on
August  2, so an August 3 filing  that  reports  the  extension  is  prompt  and
complies with the Rule.

     2. The Staff's  repeated  and evolving  comments  regarding  the  financial
information  of the bidder are  inappropriate  and depart from past  comments we
have received on this issue.  Firstly, the bidder's financial statements are not
material to persons  considering  the Offer,  for the reasons we have previously
stated.  The Staff has  provided no response to that  analysis.The  Staff's only
answer  to our  analysis  appears  to be to refer to Note  195 of  Exchange  Act
Release No.  42055.  However,  that Note  simply  asserts a  conclusion  without
providing any logical  connection  between the financial position or performance
of a "dominant or  controlling  security  holder" and what that security  holder
might  do with  its  influence  or  control,  nor  does  the  Note  explain  the
contradiction  between  the  Note's  unsupported  conclusion  and the fact  that
Schedule 13D does not require financial statements.

     Secondly,  the Staff seems to have mistakenly assumed that the bidder is an
investment  company,  perhaps  because  we  voluntarily  added to our  materials
financial  information  that the Staff requested in a comment that also referred
to the audit standards for investment companies. The bidder is not an investment
company  and  is  not  subject  to  the  rules,   accounting  standards,   audit
requirements,  etc. that apply to investment companies.  The Staff's request for
further  changes  to  the  bidder's  financial  statements,   or  alternatively,
voluminous additional disclosure,  is inappropriate because the bidder is not an
investment company,  financial  statements are not material,  and the additional
information requested in the comment is certainly not material.


     We are amending our offer to seek 100% of the outstanding units.  Financial
statements are therefore not considered material and not required,  according to
Instruction 2 to Item 10 of Schedule TO. This should obviate any further comment
from the  Staff on the  topic.  We are  extending  the  offer  accordingly,  and
disseminating  the necessary  information to the Unit Holders in the same manner
as the initial materials were disseminated.

     Please  contact the  undersigned  if you have any  questions  regarding our
responses to the Staff's  comments and to advise us if the Staff has any further
comments.

                                        Very truly yours,


                                        /s/ Christopher K. Davis
                                        Christopher K. Davis
                                        Vice President and General Counsel

CKD:ckd
Encls.