November 5, 2007
Ms. Linda van Doorn
Senior Assistant Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
Washington D.C. 20549
Re: Form 10-KSB for the year ended December 31, 2006 and
Form 10-QSB for the quarters ended March 31, 2007 and June
20, 2007 for
AEI Real Estate Fund XVII Limited Partnership - File No.000-17467
AEI Net Lease Income & Growth Fund XX Ltd Partnership -File No. 000-23778
AEI Income & Growth Fund XXI Limited Partnership - File No. 000-29274
AEI Income & Growth Fund XXII Limited Partnership - File No. 000-24003
AEI Income & Growth Fund 23 LLC - File No. 000-30449
AEI Income & Growth Fund 24 LLC - File No. 000-49653
AEI Income & Growth Fund 25 LLC - File No. 000-50609
AEI Income & Growth Fund 26 LLC - File No. 000-51823
Dear Ms. van Doorn:
This letter will respond to the comment contained in your letters
dated October 26, 2007 for the above registrants. Since the
letter for each of the registrants contains the same comment and
the registrants use the same accounting and reporting procedures,
we have responded to your comments in one letter for the eight
registrants. A copy of the letter was filed as correspondence on
EDGAR for each registrant.
Response to Comment
For the registrants that are limited partnerships, we will make
the following changes to Item 8A for Form 10-KSB for the year
ended December 31, 2006 and Item 3 for Form 10-QSB for the
quarters ended March 31, 2007 and June 20, 2007:
Controls And Procedures
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of
management, including its President and Chief Financial Officer,
the Managing General Partner of the Partnership evaluated the
effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rule 13a-14(c) under the
Exchange Act). Based upon that evaluation, the President and
Chief Financial Officer of the Managing General Partner concluded
that, as of the end of the period covered by this report, the
disclosure controls and procedures of the Partnership are
adequately designed to ensure were effective in ensuring that
information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in
applicable rules and forms and that such information is
accumulated and communicated to management, including the
President and Chief Financial Officer of the Managing General
Partner, in a manner that allows timely decisions regarding
required disclosure.
(b) Changes in internal controls
There were no significant changes made in the
Partnership's internal controls during the most recent period
covered by this report that have materially affected, or are
reasonably likely to materially affect, the Partnership's
internal control over financial reporting.
For the registrants that are limited liability companies, we will
make the following changes to Item 8A for Form 10-KSB for the
year ended December 31, 2006 and Item 3 for Form 10-QSB for the
quarters ended March 31, 2007 and June 20, 2007:
Controls And Procedures
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of
management, including its President and Chief Financial Officer,
the Managing Member of the Company evaluated the effectiveness of
the design and operation of its disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Exchange Act).
Based upon that evaluation, the President and Chief Financial
Officer of the Managing Member concluded that, as of the end of
the period covered by this report, the disclosure controls and
procedures of the Company are adequately designed to ensure
were effective in ensuring that information required to be
disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in applicable rules and forms
and that such information is accumulated and communicated to
management, including the President and Chief Financial Officer
of the Managing Member, in a manner that allows timely decisions
regarding required disclosure.
(b) Changes in internal controls
There were no significant changes made in the Company's
internal controls during the most recent period covered by this
report that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting.
In connection with this response, the registrants acknowledge the
following:
the registrants are responsible for the adequacy and
accuracy of the disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
the registrants 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.
If you have any questions, please give me a call at 651-225-7738.
Sincerely,
PATRICK W KEENE
Chief Financial Officer
Managing General Partner of Limited Partnerships and
Managing Member of LLCs
cc: Jorge L. Bonilla - SEC via fax