| Re: | Apartment Investment & Management Co. AIMCO Properties, L.P. Registration Statements on Form S-4 Filed July 28, 2011 File Nos.: 333-175842; 333-175843; 333-175844; 333-175846; 333-175847; 333-175848; 333-175849; 333-175850; 333-175851; 333-175853 |
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| Angeles Income Properties, Ltd. 6 Schedule 13E-3 Filed July 28, 2011 File No. 005-54489 |
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| Consolidated Capital Institutional Properties 3 Schedule 13E-3 Filed July 28, 2011 File No. 005-47007 |
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| National Property Investors 6 Schedule 13E-3 Filed July 28, 2011 File No. 005-47887 |
| Century Properties Fund XVII Schedule 13E-3 Filed July 28, 2011 File No. 005-44273 |
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| National Property Investors 4 Schedule 13E-3 Filed July 28, 2011 File No. 005-47883 |
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| Angeles Partners XII Schedule 13E-3 Filed July 28, 2011 File No. 005-50745 |
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| Century Properties Fund XIX Schedule 13E-3 Filed July 28, 2011 File No. 005-43357 |
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| Century Properties Fund XV Schedule 13E-3 Filed July 28, 2011 File No. 005-44269 |
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| Consolidated Capital Institutional Properties 2 Schedule 13E-3 Filed July 28, 2011 File No. 005-51797 |
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| Consolidated Capital Properties IV Schedule 13E-3 Filed July 28, 2011 File No. 005-50849 |
| 1. | We note the disclosure in the last paragraph of this section indicating that “[t]he information contained in this Schedule 13E-3 and/or the [Consent Solicitation] [Information Statement]/Prospectus concerning each filing person other than the Company was supplied by each such filing person, and no other filing person, including the Company, takes responsibility for the accuracy of any information not supplied by such filing person.” This statement is inconsistent with the disclosures in the filing, including the signature pages, and operates as an implied disclaimer of responsibility for the filing. Please revise. |
| 2. | Please revise the legend on the front cover page of the prospectus to conform to the requirements of Exchange Act Rule 13e-3(e)(iii). |
| 3. | Please confirm that you have included all applicable disclosure required by Items 901 through 915 of Regulation S-K. Alternatively, please tell us which exemption you are relying upon under Item 901(c). |
| 4. | Please update the financial information, as needed, in accordance with Regulation S-X. |
| 5. | We note the disclosure in this section indicating that Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its opinion included its review of financial projections of the subject company provided to Duff |
| & Phelps by the management of Aimco OP. Please disclose such projections. Please also disclose (i) the approximate date on which such financial projections were last updated by management and (ii) the key business and economic assumptions underlying such financial projections. | ||
| Response: We have revised the disclosure in the AP XII Form S-4 as requested. | ||
| 6. | Any materials prepared by the financial advisor in connection with its fairness opinion or by the independent appraiser in connection with its appraisal, including any “board books” or draft fairness opinions or appraisals provided or any summaries of presentations made to the board of directors of Aimco and the general partners of Aimco OP and the subject company, and any materials prepared by the fairness advisor relating to the consideration to be offered to security holders, generally fall within the scope of Item 1015 of Regulation M-A and must be summarized in the disclosure document and (if written) filed as an exhibit to the Schedule 13E-3. In addition, each presentation, discussion, or report held with or presented by the fairness advisor or the independent appraiser, whether oral or written, preliminary or final, is a separate report that requires a reasonably detailed description meeting the requirements of Item 1015 of Regulation M-A. To the extent applicable and not already disclosed or filed, please revise to summarize all the presentations made by the fairness advisor and independent appraiser and file any additional written reports as exhibits pursuant to Items 9 and 16 of Schedule 13E-3. |
| 7. | We note that the description in the prospectus regarding the material relationships between (i) Duff & Phelps and its affiliates and (ii) AIMCO, the subject company and its affiliates does not provide a quantitative description of the fees paid or to be paid to Duff & Phelps and its affiliates. Please revise the prospectus to provide such disclosure. Please ensure that such disclosure also includes the fees paid or to be paid to Duff & Phelps and its affiliates in connection with services rendered |
| to each of the 9 other AIMCO subsidiaries that have filed Schedules 13E-3 on or about July 28, 2011. Refer to Item 1015(b)(4) of Regulation M-A. | ||
| Response: We have revised the disclosure in the AP XII Form S-4 as requested. | ||
| 8. | Similarly, please provide in the appropriate section of the prospectus the disclosure required by Item 1015(b)(4) with respect to the independent appraiser. | |
| Response: We have revised the disclosure in the AP XII Form S-4 as requested. | ||
| 9. | We note your disclosure that Aimco and the Aimco entities as well as unitholders receiving OP units in the merger transactions are not expected to recognize any gain or loss on the transaction. Please file additional tax opinions regarding the tax treatment of the transaction as well as Aimco Properties, L.P.’s status as a limited partnership. Note that Item 601(b)(8) of Regulation S-K requires tax opinions to be filed where tax consequences are material to investors and where a representation as to tax consequences is set forth within the filing. |
| Respectfully yours, | ||
| /s/ Nicolai Schwarz-Gondek | ||
| Nicolai Schwarz-Gondek |
| cc: | John Bezzant, Executive Vice President Apartment Investment and Management Company Trent Johnson, Vice President and Assistant General Counsel Apartment Investment and Management Company Paul Nozick, Esq. Alston & Bird LLP Robert Mintz, Esq. Hogan Lovells US LLP |