Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes  [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART I

Item 1.     Business

HCW Pension Real Estate Fund Limited Partnership (the "Partnership" or "Registrant") is a publicly-held limited partnership organized on April 30, 1984, under the Uniform Limited Partnership Act of the Commonwealth of Massachusetts. The general partner of the Partnership is HCW General Partner Ltd., (the "General Partner"). The General Partner is a Texas limited partnership whose sole general partner is IH, Inc. (the "Managing General Partner"). The Managing General Partner is an indirect wholly-owned subsidiary of Apartment Investment and Management Company ("Aimco"), which is a publicly traded real estate investment trust.  The Partnership Agreement provides that the Partnership is to terminate on October 31, 2024 unless terminated prior to such date.

Commencing on August 17, 1984, the Partnership offered 25,000 Units of Limited Partnership interest (the "Units") at a purchase price of $1,000 per Unit pursuant to a Registration Statement filed with the Securities and Exchange Commission. The sale of the Units closed on March 14, 1986, with 15,698 Units sold at $1,000 each, resulting in gross proceeds of $15,698,000 to the Partnership.  Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.

The Partnership was engaged in the business of operating and holding real estate properties for investment. From 1984 through 1986, during its acquisition phase, the Partnership acquired one existing apartment complex and one existing commercial property. During the year ended December 31, 2011, the Partnership sold its remaining property to a third party.

As of December 31, 2011, the Partnership adopted the liquidation basis of accounting, due to the sale of its remaining investment property, Lewis Park Apartments during December 2011. TheManaging General Partner estimates the liquidation process will be completed by December 31, 2012. Because the success in realization of assets and settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

The Partnership has no employees. Management and administrative services are provided by the Managing General Partner and by agents retained by the Managing General Partner. Property management services were performed by an affiliate of the Managing General Partner.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 1A.    Risk Factors

Not applicable.

Item 2.     Property

On December 15, 2011, the Partnership sold Lewis Park Apartments to a third party for a gross sales price of $11,200,000. The net proceeds realized by the Partnership were approximately $10,117,000 after payment of closing costs of approximately $183,000 and payment of prepayment penalties of $900,000 by the purchaser. The Partnership used approximately $3,476,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $8,602,000 as a result of the sale during the year ended December 31, 2011. In addition, the Partnership recognized a loss on extinguishment of debt of approximately $999,000 as a result of the write off of the unamortized balance of loan costs of approximately $38,000 and prepayment penalties of approximately $961,000, of which approximately $61,000 was paid by the Partnership and approximately $900,000 was paid by the purchaser. While the Partnership is not subject to Federal income tax, it is subject to tax related to its Illinois activities. During the year ended December 31, 2011, as a result of the sale of Lewis Park Apartments, the Partnership recognized current tax expense of approximately $6,000, which is reflected as a reduction of gain from sale of discontinued operations. The corresponding liability is included in other liabilities at December 31, 2011.

Capital Improvements

During the year ended December 31, 2011, the Partnership completed approximately $177,000 of capital expenditures at Lewis Park Apartments consisting primarily of air conditioning upgrades, water heaters and appliance and floor covering replacements. These improvements were funded from operating cash flow. The Partnership sold Lewis Park Apartments to a third party on December 15, 2011.

Item 3.     Legal Proceedings

None.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5.     Market for the Registrant's Common Equity and Related Security Holder Matters and Issuer Purchases of Equity Securities

The Partnership, a publicly-held limited partnership, offered and sold 15,698 limited partnership units (the “Units”) aggregating $15,698,000. The Partnership currently has 761 holders of record owning an aggregate of 15,683 Units. Affiliates of the Managing General Partner owned 6,227 units or 39.70% at December 31, 2011. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

The Partnership distributed the following amounts during the years ended December 31, 2011 and 2010 (in thousands, except per unit data):

On December 15, 2011, the Partnership sold Lewis Park Apartments to a third party for a gross sales price of $11,200,000.  The net proceeds realized by the Partnership were approximately $10,117,000 after payment of closing costs of approximately $183,000 and payment of prepayment penalties of $900,000 by the purchaser. The Partnership used approximately $3,476,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $8,602,000 as a result of the sale during the year ended December 31, 2011. In addition, the Partnership recognized a loss on extinguishment of debt of approximately $999,000 as a result of the write off of the unamortized balance of loan costs of approximately $38,000 and prepayment penalties of approximately $961,000, of which approximately $61,000 was paid by the Partnership and approximately $900,000 was paid by the purchaser. While the Partnership is not subject to Federal income tax, it is subject to tax related to its Illinois activities. During the year ended December 31, 2011, as a result of the sale of Lewis Park Apartments, the Partnership recognized current tax expense of approximately $6,000, which is reflected as a reduction of gain from sale of discontinued operations. The corresponding liability is included in other liabilities at December 31, 2011.

Excluding the impact of the gain from sale of discontinued operations in 2011, the Partnership’s loss from discontinued operations was approximately $1,702,000 and $546,000 for the years ended December 31, 2011 and 2010, respectively. The increase in loss from discontinued operations is due to a decrease in total revenues, an increase in total expenses, and the recognition of a casualty gain in 2010.

The decrease in total revenues is due to decreases in both rental income and other income. The decrease in rental income is due to a decrease in the average rental rate and an increase in bad debt expense, partially offset by an increase in occupancy at Lewis Park Apartments. The decrease in other income is primarily due to the receipt of a non-recurring cable television reimbursement during 2010, partially offset by increases in lease cancellation fees, late fees and cleaning and damage fees.

In May 2009, Lewis Park Apartments suffered storm damage to several of its apartment buildings. The damages were approximately $527,000, including clean up costs of approximately $49,000. The clean up costs were included in operating expenses for the year ended December 31, 2009. Insurance proceeds of approximately $469,000 were received during the year ended December 31, 2009, which included approximately $49,000 in proceeds for clean up costs and were held by the mortgage lender until the repairs and clean up were completed. The Partnership recognized a casualty gain of approximately $398,000 during the year ended December 31, 2009, as a result of the receipt of insurance proceeds of approximately $420,000, net of the write off of undepreciated damaged assets of approximately $22,000. During the year ended December 31, 2010, the Partnership recognized an additional casualty gain of approximately $47,000 as a result of the receipt of additional insurance proceeds of approximately $48,000 net of the write-off of additional undepreciated assets of approximately $1,000. No additional insurance proceeds are anticipated to be received.

General and administrative expenses remained relatively constant as an increase in expense due to the reversal of a deferred tax asset as a result of the sale of Lewis Park Apartments on December 15, 2011 was partially offset by a decrease in asset management fees. The asset management fee is calculated quarterly based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement. The percentage as stipulated in the Partnership Agreement was 0.50% for both 2011 and 2010. Also included in general and administrative expenses for the years ended December 31, 2011 and 2010 are management reimbursements to the Managing General Partner as allowed under the Partnership Agreement, and costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

The Partnership expects to liquidate during 2012 due to the sale of its remaining investment property (see “Note A – Basis of Presentation” to the financial statements included in “Item 8. Financial Statements and Supplementary Data”).

At December 31, 2011, the Partnership had cash and cash equivalents of approximately $419,000 compared to approximately $79,000 at December 31, 2010. Cash and cash equivalents increased approximately $340,000 due to approximately $9,940,000 of cash provided by investing activities, partially offset by approximately $8,798,000 and $802,000 of cash used in financing and operating activities, respectively. Cash provided by investing activities consisted of net proceeds from the sale of Lewis Park Apartments, partially offset by property improvements and replacements. Cash used in financing activities consisted of repayment of the mortgage encumbering Lewis Park Apartments, distributions to partners, prepayment penalty paid and repayment of advances received from an affiliate of the Managing General Partner, partially offset by advances received from an affiliate of the Managing General Partner.

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner advanced the Partnership approximately $220,000 and $216,000 during the years ended December 31, 2011 and 2010, respectively, to assist with real estate taxes, capital expenditures and operating expenses at Lewis Park Apartments. At December 31, 2010, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $2,472,000. During the year ended December 31, 2011, the Partnership repaid the outstanding advances and accrued interest of approximately $2,949,000. There were no payments made during the year ended December 31, 2010. There were no outstanding advances or associated accrued interest at December 31, 2011. The interest rates charged on the outstanding advances made to the Partnership are based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. Interest expense was approximately $257,000 and $230,000 for the years ended December 31, 2011 and 2010, respectively.

In accordance with the liquidation basis of accounting, at December 31, 2011, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $60,000, which is included in the Statements of Changes in Partners’ Capital/Net Assets in Liquidation.

The Partnership distributed the following amounts during the years ended December 31, 2011 and 2010 (in thousands, except per unit data):

Investment property was recorded at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.  If the carrying amount exceeded the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property.

Real property investment is subject to varying degrees of risk.  Several factors may have adversely affected the economic performance and value of the Partnership’s investment property. These factors included, but were not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might have adversely affected apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not have been offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could have caused an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease. The Partnership evaluated all accounts receivable from residents and established an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

Assets Held for Sale

The Partnership classifies long-lived assets as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the asset; the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Depreciation is not recorded during the period in which the long-lived asset is classified as held for sale.  When the asset is designated as held for sale, the related results of operations are presented as discontinued operations.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Statement of Net Assets in Liquidation - December 31, 2011.

      Balance Sheet – December 31, 2010.

Statements of Discontinued Operations - Years ended December 31, 2011 and 2010.

Statements of Changes in Partners' Capital/Net Assets in Liquidation - Years ended December 31, 2011 and 2010.

Statements of Cash Flows - Years ended December 31, 2011 and 2010.

      Notes to Financial Statements.

The Partners

HCW Pension Real Estate Fund Limited Partnership

We have audited the statement of net assets in liquidation of HCW Pension Real Estate Fund Limited Partnership as of December 31, 2011, the balance sheet as of December 31, 2010, and the related statements of discontinued operations, changes in partners’ capital/net assets in liquidation, and cash flows for each of the two years in the period ended December 31, 2011. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those stan­dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note A to the financial statements, on December 31, 2011 the Managing General Partner of HCW Pension Real Estate Fund Limited Partnership decided to liquidate the Partnership. As a result, the Partnership changed its basis of accounting as of December 31, 2011 to a liquidation basis.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of HCW Pension Real Estate Fund Limited Partnership as of December 31, 2011, the financial position at December 31, 2010, and the results of its discontinued operations and its cash flows for each of the two years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles applied on the bases described in the preceding paragraph.

/s/Ernst & Young LLP

Greenville, South Carolina

March 20, 2012

STATEMENT OF NET ASSETS IN LIQUIDATION

(Liquidation Basis)

(In thousands)

December 31, 2011

See Accompanying Notes to Financial Statements

BALANCE SHEET

(In thousands)

December 31, 2010

See Accompanying Notes to Financial Statements

STATEMENTS OF DISCONTINUED OPERATIONS

(In thousands, except per unit data)

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL/NET ASSETS IN LIQUIDATION

(In thousands)

See Accompanying Notes to Financial Statements

STATEMENTS OF CASH FLOWS

(In thousands)

See Accompanying Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

Note A – Basis of Presentation

As of December 31, 2011, HCW Pension Real Estate Fund Limited Parntership (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note G – Disposition of Investment Property“).

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its financial statements at December 31, 2011 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the managing general partner’s estimates as of the date of the financial statements.

The Partnership’s general partner is HCW General Partner, Ltd. (the “General Partner”). Its sole general partner is IH, Inc., (the “Managing General Partner”), which is an affiliate of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust. The Managing General Partner estimates that the liquidation process will be completed by December 31, 2012. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

The accompanying statements of discontinued operations for the years ended December 31, 2011 and 2010 reflect the operations of Lewis Park Apartments as loss from discontinued operations and the balance sheet as of December 31, 2010 reflects the assets and liabilities of Lewis Park Apartments as held for sale as a result of the sale of the property on December 15, 2011 (as discussed in “Note G”).

Note B - Organization and Summary of Significant Accounting Policies

Organization: HCW Pension Real Estate Fund Limited Partnership is a limited partnership organized pursuant to the laws of the Commonwealth of Massachusetts on April 30, 1984. On August 17, 1984, a registration statement was declared effective by the Securities and Exchange Commission. The Partnership commenced operations on June 5, 1985. The Partnership Agreement provides that the Partnership is to terminate on October 31, 2024 unless terminated prior to such date.

Subsequent Events: The Partnership’s’ management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

Reclassifications: Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Allocations of Cash Distributions: Distributions to the partners are paid from operations of the Partnership's property, from the sale or refinancing of the property or from working capital reserves. Distributions from operations are distributed 98% to the Limited Partners and 2% to the General Partner.

Distributions of cash from sales and refinancings or from working capital reserves are made in the following order:

(a)   First to the Limited Partners in an amount equal to their adjusted capital contributions;

(b)   Second, to the Limited Partners in an amount equal to a 12% cumulative simple annual return on their average adjusted capital contribution for Partners who invested on or before March 1, 1985, and 10% to all others;

(c)   Third, 90% to the Limited Partners and 10% to the General Partner until the Limited Partners have received, in addition to amounts received pursuant to (a) and (b), an amount equal to a 2% cumulative, noncompounded annual return on their average adjusted capital contributions; and,

(d)   thereafter, 85% to the Limited Partners and 15% to the General Partner.

Allocation of Profits, Gains, and Losses: The Partnership Agreement provides for net income or loss arising from Partnership operations other than sales or financings to be allocated 98% to the Limited Partners and 2% to the General Partner.

Income arising from a sale or refinancing is to be allocated as follows: (i) to those partners who have negative balances in their capital accounts in proportion to and to the extent of such negative balances, (ii) to the Limited Partners in an amount equal to their adjusted capital contributions, (iii) to the Limited Partners in an amount equal to a 12% cumulative, noncompounded annual return on their average adjusted capital contributions for Limited Partners who invested prior to March 1, 1985, and 10% to all others, (iv) 90% to the Limited Partners and 10% to the General Partner until the Limited Partners have received an amount equal to a 2% cumulative, noncompounded annual return on their average adjusted capital contributions, and (v) thereafter, 85% to the Limited Partners and 15% to the General Partner.

Losses from a sale or refinancing are to be allocated as follows: (i) to any partners having positive capital account balances in proportion to and to the extent of such positive balances, and (ii) thereafter, 98% to the Limited Partners and 2% to the General Partner.

Federal income tax law provides that the allocation of loss to a partner will not be recognized unless the allocation is in accordance with a partner's interest in the partnership or the allocation has substantial economic effect. Internal Revenue Code Section 704(b) and Treasury Regulation Sections establish criteria for allocations of Partnership deductions attributable to nonrecourse debt.  The Partnership's allocations for 2011 and 2010 have been made in accordance with these provisions.

Depreciation: Depreciation was provided by the straight-line method over the estimated life of the property and related personal property. For Federal income tax purposes, the modified accelerated cost recovery method was used for depreciation of (1) real property additions over 27.5 years, and (2) personal property additions over 5 years, and (3) land improvements over 15 years. 

Cash and Cash Equivalents: Cash and cash equivalents includes cash on hand and in banks. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances included approximately $410,000 and $40,000 at December 31, 2011 and 2010, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

Tenant Security Deposits: The Partnership required security deposits from lessees for the duration of the lease and such deposits were included in receivables and deposits. Deposits were refunded when the tenant vacated, provided the tenant had not damaged the space and was current on rental payments.

Deferred Costs: At December 31, 2010, loan costs of approximately $86,000 were included in other assets in the accompanying balance sheet and were being amortized over the term of the related loan agreement. Amortization expense for each of the years ended December 31, 2011 and 2010 was approximately $4,000 and was included in interest expense. During the year ended December 31, 2011, loan costs of approximately $86,000 and amortization of approximately $48,000 were written off in connection with the sale of the property for a total write off of approximately $38,000, which is included in loss on extinguishment of debt.

Leasing commissions and other direct costs incurred in connection with successful leasing efforts were deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.

Leases: The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease.  The Partnership evaluated all accounts receivable from residents and established an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

Investment Property: Investment property consisted of one apartment complex and was stated at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. The Partnership capitalized costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs were payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level. The Partnership capitalized interest, property taxes and insurance during periods in which redevelopment and construction projects were in progress. The Partnership did not capitalize any costs related to interest, property taxes and insurance costs during the years ended December 31, 2011 and 2010. Capitalized costs were depreciated over the estimated useful life of the asset. The Partnership charged to expense as incurred costs that did not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.

Advertising: The Partnership expensed the costs of advertising as incurred. Advertising costs for the investment property of approximately $27,000 and $35,000 for the years ended December 31, 2011 and 2010, respectively, are included in operating expenses.

Abandoned Units: During 2011, the number of limited partnership units decreased by 10 units due to limited partners abandoning their units. In abandoning his or her units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment.

Segment Reporting: Accounting Standards Codification (“ASC”) Topic 280-10, “Segment Reporting”, established standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports.  ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in ASC Topic 280-10, the Partnership has only one reportable segment.

Note C – Adjustment to Liquidation Basis of Accounting

At December 31, 2011, in accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $60,000, which is included in the Statements of Changes in Partners’ Capital/Net Assets in Liquidation.

Note D - Income Taxes

The Partnership is classified as a partnership for Federal income tax purposes.  Accordingly, no provision for Federal income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

The Partnership adopted the liquidation basis of accounting effective December 31, 2011.

The following is a reconciliation of reported net income (loss) and Federal taxable loss (in thousands, except per unit data):

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets (liabilities) (in thousands):

The Partnership is subject to Illinois replacement taxes as a result of the Partnership’s former property, Lewis Park Apartments, being located in the state of Michigan. During 2011, the Partnership recognized current tax expense of approximately $6,000 which is included as a reduction of the gain from sale of discontinued operations and included in other liabilities at December 31, 2011.

Note E - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's sole property as compensation for providing property management services. The Partnership paid to such affiliates approximately $104,000 and $110,000 for the years ended December 31, 2011 and 2010, respectively, which is included in operating expenses. At December 31, 2011, the Partnership was owed approximately $9,000 for overpayment of property management fees, which is included in due from affiliates. Payment was received subsequent to December 31, 2011. At December 31, 2010, the Partnership owed approximately $1,000 of property management fees which was included in due to affiliates.

An affiliate of the Managing General Partner earned asset management fees amounting to approximately $26,000 and $38,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses.  The asset management fees are calculated based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement.  The percentage as stipulated in the Partnership Agreement was 0.50% for both 2011 and 2010. At December 31, 2011, the Partnership was owed approximately $10,000 for overpayment of asset management fees which is included in due from affiliates. At December 31, 2010, the Partnership owed approximately $22,000 of asset management fees which is included in due to affiliates.

Affiliates of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $41,000 and $36,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses. At December 31, 2010, the Partnership owed approximately $23,000 of accountable administrative expenses which is included in due to affiliates. There were no amounts outstanding at December 31, 2011.

The Partnership insured its property up to certain limits through coverage provided by 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 insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $62,000 and $72,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 6,227 limited partnership units (the "Units") in the Partnership representing 39.70% of the outstanding Units as of December 31, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. 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 Managing General Partner. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to Aimco as its sole stockholder.

Note F – Casualty Event

In May 2009, Lewis Park Apartments suffered storm damage to several of its apartment buildings. The damages were approximately $527,000, including clean up costs of approximately $49,000. The clean up costs were included in operating expenses for the year ended December 31, 2009. Insurance proceeds of approximately $469,000 were received during the year ended December 31, 2009, which included approximately $49,000 in proceeds for clean up costs, and were held by the mortgage lender until the repairs and clean up were completed. The Partnership recognized a casualty gain of approximately $398,000 during the year ended December 31, 2009, as a result of the receipt of insurance proceeds of approximately $420,000, net of the write off of undepreciated damaged assets of approximately $22,000. During the year ended December 31, 2010, the Partnership recognized an additional casualty gain of approximately $47,000 as a result of the receipt of additional insurance proceeds of approximately $48,000, net of the write-off of additional undepreciated assets of approximately $1,000. No additional insurance proceeds are anticipated to be received.

Note G – Disposition of Investment Property

Note H – Distributions

The Partnership distributed the following amounts during the years ended December 31, 2011 and 2010 (in thousands, except per unit data):

None.

Item 9A.    Controls and Procedures

(a)   Disclosure Controls and Procedures

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. 

Management’s Report on Internal Control Over Financial Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2011, the Partnership’s internal control over financial reporting is effective.

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

(b)   Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2011 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B.    Other Information

None.

Item 10.    Directors, Executive Officers and Corporate Governance

HCW Pension Real Estate Fund Limited Partnership (the “Partnership” or the “Registrant”) has no officers or directors.  IH, Inc. (the “Managing General Partner”) manages and controls substantially all of the Partnership’s affairs and has general responsibility in all matters affecting its business.

The names and ages of, as well as the positions and offices held by, the present directors and officers of the Managing General Partner are set forth below. There are no family relationships between or among any officers or directors.

Steven D. Cordes was appointed as a Director of the Managing General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the Managing General Partner and Aimco since May 2007.  Mr. Cordes joined Aimco in 2001 as a Vice President of Capital Markets with responsibility for Aimco’s joint ventures and equity capital markets activity.  Prior to joining Aimco, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.  Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

John Bezzant was appointed as a Director of the Managing General Partner effective December 16, 2009.  Mr. Bezzant was appointed Executive Vice President of the Managing General Partner and Aimco in January 2011 and prior to that time was a Senior Vice President of the Managing General Partner and Aimco since joining Aimco in June 2006.  Prior to joining Aimco, Mr. Bezzant spent over 20 years with Prologis, Inc. and Catellus Development Corporation in a variety of executive positions, including those with responsibility for transactions, fund management, asset management, leasing and operations.  Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the Managing General Partner and Aimco in November 2009.   Mr. Freedman joined Aimco in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas.  Prior to joining Aimco, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

Paul Beldin joined Aimco in May 2008 and has served as Senior Vice President and Chief Accounting Officer of Aimco and the Managing General Partner since that time.  Prior to joining Aimco, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

Stephen B. Waters was appointed Senior Director of Partnership Accounting of Aimco and the Managing General Partner in June 2009.  Mr. Waters has responsibility for partnership accounting with Aimco and serves as the equivalent of the principal financial officer of the Partnership.  Mr. Waters joined Aimco as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the Managing General Partner and Aimco in April 2004.  Prior to joining Aimco, Mr. Waters was a senior manager at Ernst & Young LLP.

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

The board of directors of the Managing General Partner does not have a separate audit committee. As such, the board of directors of the Managing General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

The directors and officers of the Managing General Partner with authority over the Partnership are all employees of subsidiaries of Aimco. Aimco has adopted a code of ethics that applies to such directors and officers that is posted on Aimco's website (www.Aimco.com). Aimco's website is not incorporated by reference to this filing.

Item 11.    Executive Compensation

Neither the directors nor any of the officers of the Managing General Partner received any remuneration from the Registrant, during the years ended December 31, 2011 and 2010.

Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partnership Units of the Registrant as of December 31, 2011.

Cooper River Properties, LLC, AIMCO IPLP, L.P. and Liquidity Assistance, LLC are all indirectly ultimately owned by Aimco. Their business addresses are 80 International Drive, Greenville, SC 29615.

AIMCO Properties, L.P. is indirectly ultimately controlled by Aimco. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

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

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's sole property as compensation for providing property management services. The Partnership paid to such affiliates approximately $104,000 and $110,000 for the years ended December 31, 2011 and 2010, respectively, which is included in operating expenses. At December 31, 2011, the Partnership was owed approximately $9,000 for overpayment of property management fees, which is included in due from affiliates. Payment was received subsequent to December 31, 2011. At December 31, 2010, the Partnership owed approximately $1,000 of property management fees which was included in due to affiliates.

An affiliate of the Managing General Partner earned asset management fees amounting to approximately $26,000 and $38,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses.  The asset management fees are calculated based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement.  The percentage as stipulated in the Partnership Agreement was 0.50% for both 2011 and 2010. At December 31, 2011, the Partnership was owed approximately $10,000 for overpayment of asset management fees which is included in due from affiliates. At December 31, 2010, the Partnership owed approximately $22,000 of asset management fees which is included in due to affiliates.

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner advanced the Partnership approximately $220,000 and $216,000 during the years ended December 31, 2011 and 2010, respectively, to assist with real estate taxes, capital expenditures and operating expenses at Lewis Park Apartments. At December 31, 2010, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $2,472,000. During the year ended December 31, 2011, the Partnership repaid the outstanding advances and accrued interest of approximately $2,949,000. There were no payments made during the year ended December 31, 2010. There were no outstanding advances or associated accrued interest at December 31, 2011. The interest rates charged on the outstanding advances made to the Partnership are based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. Interest expense was approximately $257,000 and $230,000 for the years ended December 31, 2011 and 2010, respectively.

The Partnership insured its property up to certain limits through coverage provided by 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 insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $62,000 and $72,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 6,227 limited partnership units (the "Units") in the Partnership representing 39.70% of the outstanding Units as of December 31, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. 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 Managing General Partner. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to Aimco as its sole stockholder.

Neither of the Managing General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Managing General Partner.

Item 14.    Principal Accounting Fees and Services

The Managing General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2012. The aggregate fees billed for services rendered by Ernst & Young LLP for 2011 and 2010 are described below.

Audit Fees.  Fees for audit services totaled approximately $40,000 and $42,000 for 2011 and 2010, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

Item 15.    Exhibits, Financial Statement Schedules

(a)   The following financial statements of the Partnership are included in Item 8:

      Statement of Net Assets in Liquidation - December 31, 2011.

Balance Sheet – December 31, 2010.

Statements of Discontinued Operations - Years ended December 31, 2011 and 2010.

Statements of Changes in Partners' Capital/Net Assets in Liquidation – Years ended December 31, 2011 and 2010.

Statements of Cash Flows – Years ended December 31, 2011 and 2010.

Notes to Financial Statements.

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

(b)   Exhibits:

See Exhibit index.

The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.