April 16, 2013
VIA FACSIMILE AND EDGAR
United States Securities and Exchange Commission
Washington, D.C. 20549
Attention: Tom Kluck
Re: | Apartment Investment and Management Company |
AIMCO Properties, L.P.
Century Properties Fund XIX, LP
Amendment No. 1 to Registration Statement on Form S-4/A
Filed on April 12, 2013
File No. 333-186965
Dear Mr. Kluck:
On April 12, 2013, Apartment Investment and Management Company (“Aimco”), AIMCO Properties, L.P. (“Aimco OP”) and Century Properties Fund XIX, LP (“CPF XIX”, and collectively with Aimco and Aimco OP, the “Registrants”) filed via EDGAR Amendment No. 1 to the above-referenced Registration Statement on Form S-4/A.
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrants hereby request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement effective as of 4:00 p.m., Washington, D.C. time, on April 17, 2013 or as soon thereafter as practicable.
In requesting acceleration of the effective date of the Registration Statement, the Registrants hereby acknowledge that:
• | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Registrants may not assert the staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature appears on the following page.]
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Sincerely, | ||
APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||
By: | /s/ John Bezzant | |
John Bezzant | ||
Executive Vice President | ||
AIMCO PROPERTIES, L.P. | ||
By: | AIMCO-GP, Inc. | |
Its General Partner | ||
By: | /s/ John Bezzant | |
John Bezzant | ||
Executive Vice President | ||
CENTURY PROPERTIES FUND XIX, LP | ||
By: | Fox Partners II | |
Its General Partner | ||
By: | Fox Capital Management Corporation | |
Its Managing General Partner | ||
By: | /s/ John Bezzant | |
John Bezzant | ||
Executive Vice President |
cc: | Duc Dang, Securities and Exchange Commission |
Lisa Cohn, Apartment Investment and Management Company
Paul Nozick, Alston & Bird LLP
Marshall Chalmers, Alston & Bird, LLP
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