[Apartment Investment and Management Company Letterhead]
December 9, 2010
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549
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Re: |
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Apartment Investment and Management Company
Aimco Properties, L.P.
Registration Statements on Form S-4
File No. 333-169872
File No. 333-169873
File No. 333-169870
File No. 333-169353 |
Dear Sir or Madam:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the Securities
Act), Apartment Investment and Management Company (Aimco) and Aimco Properties, L.P. (Aimco
Properties, and, together with Aimco, the Company) hereby requests that the effective date of
the above-referenced Registration Statements on Form S-4 be accelerated so that the Registration
Statements may become effective as soon as practicable on Monday,
December 13, 2010. This acceleration request supplants the
previous acceleration request made pursuant to the Company's letter
dated December 8, 2010.
Notwithstanding the Company's request for acceleration, the Company may contact the Securities and Exchange
Commission (the Commission) prior to the requested time of effectiveness to request that the
Commission stop effectiveness if circumstances so dictate.
The Company acknowledges that:
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should the Commission or the staff, acting pursuant to delegated authority, declare
the filings effective, it does not foreclose the Commission from taking any action with
respect to the filings; |
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the action of the Commission or the staff, acting pursuant to delegated authority in
declaring the filings effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filings; and |
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the Company may not assert the declaration of the effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws
of the United States. |
The Company confirms that it is aware of its responsibilities under the Securities Act as they
relate to the proposed offering of the securities specified in the above-referenced Registration
Statements.
We request that we be notified of such effectiveness by a telephone call to Jonathan Friedman
of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5396 and that such effectiveness also be
confirmed in writing.
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Sincerely,
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
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By: |
/s/ Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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