SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __ )

CENTURY PROPERTIES FUND XIX

(Name of Subject Company)

CENTURY PROPERTIES FUND XIX

(Name of Person(s) Filing Statement)

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	ITEM 1. SUBJECT COMPANY INFORMATION
	ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 4. THE SOLICITATION OR RECOMMENDATION
	ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 8. ADDITIONAL INFORMATION
	ITEM 9. EXHIBITS
SIGNATURE
Letter to the Unit Holders of the Partnership

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF-NY 2006, LLC, MPF Dewaay Premier Fund, LLC, MPF Blue Ridge Fund I, LLC MPF Senior Note Program I, LP, MPF Flagship Fund 12, LLC, MP Value Fund 6, LLC, MacKenzie Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MPF Dewaay Premier Fund 4, LLC, MPF Dewaay Premier Fund 3, LLC and MPF Flagship Fund 11, LLC (collectively, the “Offerors”), to purchase up to 15,000 units of limited partnership interest (“Units”) of Century Properties Fund XIX, at a price of $150.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between October 31, 2006 and December 1, 2006, or such other date to which the offer may be extended by the Offerors. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of October 31, 2006 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2006.

ITEM 1. SUBJECT COMPANY INFORMATION.

     The name of the subject company is Century Properties Fund XIX, a California limited partnership (the “Partnership”). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.

     The title of the class of equity securities to which this Schedule 14D-9 relates is the units of limited partnership interest of the Partnership. As of November 20, 2006, 89,292 Units were outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

     This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership’s general partner is Fox Partners II (the “General Partner”), a California general partnership. The Partnership’s business address and telephone number are set forth in Item 1 above.

     This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership in cash, at a price of $150.00 per Unit. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which was filed with the SEC on October 31, 2006. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556.

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ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

     Affiliates of the General Partner receive 5% of gross receipts from all of the Partnership’s properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $422,000 and $492,000 for the nine months ended September 30, 2006 and 2005, respectively.

     An affiliate of the General Partner received reimbursement of accountable administrative expenses amounting to approximately $149,000 and $146,000 for the nine months ended September 30, 2006 and 2005, respectively.

     The Partnership intends to engage an affiliate of the General Partner to plan, structure and supervise the process of redevelopment for three of the Partnership’s properties: Greenspoint Apartments located in Phoenix, Arizona, Wood Lake Apartments located in Atlanta, Georgia and Vinings Peak Apartments, also located in Atlanta, Georgia. The Partnership will pay the affiliate of the General Partner an aggregate fee of $75,000 for the planning and structuring of the redevelopment process, and a fee equal to 4% of the actual redevelopment costs for all three properties, which, based on the current estimated redevelopment costs, would be equal approximately $1,217,000.

     Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership’s adjusted cash from operations as distributed. No fee was earned during the nine months ended September 30, 2006 and 2005 as there were no distributions from operations.

     An affiliate of the General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. There were no advances during the nine months ended September 30, 2006. During the nine months ended September 30, 2005, an affiliate of the General Partner advanced the Partnership approximately $622,000 to pay property taxes and operating expenses at several investment properties. During the nine months ended September 30, 2005, the Partnership paid approximately $1,459,000 in advances and accrued interest with the refinancing proceeds from Greenspoint Apartments. Interest on the credit line was charged at the prime rate plus 2%. Interest expense was approximately $34,000 for the nine months ended September 30, 2005.

     The Partnership insures its properties up to certain limits through coverage provided by Apartment Investment and Management Company, an affiliate of the General Partner (“Aimco”), which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability, and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from

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insurers unaffiliated with the Managing General Partner. During the nine months ended September 30, 2006 and 2005, the Partnership was charged by Aimco and its affiliates approximately $296,000 and $207,000, respectively, for hazard insurance coverage and fees associated with policy claims administration.

     In addition to its indirect ownership of the general partner’s interests in the Partnership, Aimco and its affiliates owned 58,732.66 Units in the Partnership representing 65.78% of the outstanding Units at November 20, 2006. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 65.78% of the outstanding Units, Aimco and its affiliates are in a position to control all voting decisions with respect to the Partnership. However, 25,228.66 Units held by affiliate AIMCO IPLP, L.P. are subject to a voting restriction by which AIMCO IPLP, L.P. has agreed to vote its 25,228.66 Units (i) against any proposal to increase the General Partner’s compensation as set forth in the Partnership’s limited partnership agreement and (ii) with respect to any proposal made by it or any of its affiliates, in proportion to votes cast by other unitholders.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of November 27, 2006, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference.

ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     Not applicable.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     Not applicable.

ITEM 8. ADDITIONAL INFORMATION.

     The information set forth in the Letter to the Unit holders, dated as of November 27, 2006, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference.

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ITEM 9.	EXHIBITS.
(a)(1)	Letter to the Unit Holders of the Partnership, dated November 27, 2006.
(e)	Definitive Information Statement dated November 14, 2006 (incorporated by reference to the Schedule 14C filed with the Securities and Exchange Commission on November 14, 2006).
(g)	Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2006

Century Properties Fund XIX
By:	Fox Partners II
	(General Partner)
By:	Fox Capital Management Corporation
	(Managing General Partner)
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

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EX-99.(A)(1)

Exhibit (a)(1)

CENTURY PROPERTIES FUND XIX
c/o Fox Capital Management Corporation
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

November 27, 2006

Dear Limited Partner:

     As you may be aware by now, MPF-NY 2006, LLC, MPF Dewaay Premier Fund, LLC, MPF Blue Ridge Fund I, LLC MPF Senior Note Program I, LP, MPF Flagship Fund 12, LLC, MP Value Fund 6, LLC, MacKenzie Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MPF Dewaay Premier Fund 4, LLC, MPF Dewaay Premier Fund 3, LLC and MPF Flagship Fund 11, LLC (collectively, the “MacKenzie Group”), initiated an unsolicited tender offer to buy up to 15,000 units of limited partnership interest (“Units”) in Century Properties Fund XIX (the “Partnership”) on October 31, 2006.

     The Partnership, through its general partner, Fox Partners II, is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to this offer. The general partner does not express any opinion, and is remaining neutral, with respect to the MacKenzie Group’s offer, because the general partner does not have a reliable indicator of the fair value of the Units. Therefore, the general partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group offer.

     However, we call your attention to the following considerations:

• The MacKenzie Group offer price is $150.00 per Unit.

• The MacKenzie Group’s offer to purchase estimates the liquidation value of the Partnership to be $328.00 per Unit. However, the MacKenzie Group is only offering $150.00 per Unit.

• The $150.00 per Unit offer price will be reduced by the amount of any distributions declared or made between October 31, 2006 and December 1, 2006, which may be further extended.

• In connection with the refinancing of the mortgage indebtedness encumbering two of the Partnership’s properties, the lenders to the Partnership obtained appraisals of the properties, copies of which have been, or will be, obtained by the Partnership. In an appraisal report dated January 30, 2006 and updated June 6, 2006, an independent appraiser concluded that the market value of Sunrunner/Tamarind Bay Apartments, a 200-unit apartment complex located in St. Petersburg, Florida, was $14,700,000 as of January 20, 2006. In an April 2005 appraisal report, an independent appraiser concluded that the market value of Greenspoint Apartments, a 336–unit apartment complex located in Phoenix, Arizona, was $17,600,000 as of April 2005.

• The Partnership recently announced plans to redevelop the following properties: Greenspoint Apartments, Wood Lake Apartments, a 220–unit apartment complex located in Atlanta, Georgia and Vinings Peak Apartments, a 280–unit apartment complex located in Atlanta, Georgia. Based on the projected redevelopment budgets, the Partnership

estimates that the total cost of these redevelopments (including capitalized operating expenses and lost rents) will be approximately $31,875,000. To the Partnership’s knowledge, none of the properties have undergone major renovations since each was constructed in the early 1980s.

• Any increase in the MacKenzie Group’s ownership of Units as a result of the MacKenzie Group’s offer may affect the outcome of Partnership decisions, in that the increase will concentrate ownership of Units. Affected decisions may include any decision in which limited partners unaffiliated with the general partner are given an opportunity to consent or object. In addition, as a result of certain voting restrictions placed on certain Units held by an affiliate of AIMCO Properties, the MacKenzie Group could eventually acquire voting control of the Partnership if they acquire more Units than they are offering to purchase in the current offer.

• AIMCO Properties and its affiliates, which collectively hold approximately 65.78% of the outstanding Units, do not intend to tender any of their Units in the MacKenzie Group’s offer.

• The MacKenzie Group’s offer is limited to 15,000 Units. If more than 15,000 Units are tendered in the MacKenzie Group’s offer, the MacKenzie Group will accept the Units on a pro rata basis. Therefore, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership.

• The MacKenzie Group’s offer to purchase provides limited past sale price information with which to compare their offer price.

• In 2006, the Partnership declared and made a distribution to the limited partners in the amount of $195.92 per Unit. In 2004, the Partnership declared and made a distribution to the limited partners in the amount of $5.92 per Unit.

• AIMCO Properties, L.P. (collectively with its affiliates “AIMCO Properties”) made a tender offer on February 16, 2005 for the purchase of Units at a purchase price of $300.00 per Unit. The offer was held open through July 20, 2005 with 4,700 Units being acquired.

• Since 2004, AIMCO Properties has acquired the following Units through direct purchases:

Date	Number of Units		Price Per Unit
2006		95	$	300.00
2005		206	$	300.00
2004		134	$	104.89

• Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum) and The American Partnership Board, which are the only two sources from which we currently have information regarding secondary market sales. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum and The American Partnership Board. Set forth below are the high and low sales prices of Units during the years ended December 31, 2006 (through July 31), 2005 and 2004, as reported by Direct Investments Spectrum, an independent, third-

party source. The gross sales prices reported by Direct Investments Spectrum do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by Direct Investments Spectrum is accurate or complete.

o SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY DIRECT INVESTMENTS SPECTRUM

	HIGH		LOW
Year Ended December 31, 2006 (through July 31):	$	290.00	$	290.00
Year Ended December 31, 2005:	$	300.00	$	200.00
Year Ended December 31, 2004:	$	227.52	$	143.00

Set forth below are the high and low sales prices of Units for the years ended December 31, 2005 and 2004, as reported by the American Partnership Board, an independent, third-party source. The American Partnership has not reported any sales for the year ended December 31, 2006 (through October 31). The gross sales prices reported by American Partnership Board do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported prices. We do not know whether the information compiled by the American Partnership Board is accurate or complete.

o SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE AMERICAN PARTNERSHIP BOARD

	HIGH		LOW
Year Ended December 31, 2005:	$	211.12	$	211.12
Year Ended December 31, 2004:	$	227.52	$	222.00

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances, including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the limited partner may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units in the Partnership will have tax consequences that could be adverse.

     To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code. The advice contained in this communication was written to support the promotion or marketing of the transaction or matter addressed by the advice. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

     If you need further information about your options, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at PO Box 2347, Greenville, SC 29602.

Sincerely,

Fox Partners II, General Partner
By: Fox Capital Management Corporation, Its
Managing General Partner