LITIGATION SETTLEMENT OFFER

                                  (AIMCO LOGO)

                             AIMCO PROPERTIES, L.P.
                           c/o The Altman Group, Inc.
                            1275 Valley Brook Avenue
                          Lyndhurst, New Jersey 07071
                                 (800) 467-0821

                                                               November 12, 2003

Dear Limited Partner:

     We are pleased to announce the COURT APPROVED SETTLEMENT of the class
action and derivative litigation entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. and Dr. Warren Heller v. Insignia Financial Group,
Inc., et al., which certain limited partners brought on their own behalf and on
behalf of limited partners in partnerships formerly managed by Insignia
Financial Group, Inc., including yours. The court approved settlement requires
us to make the enclosed Litigation Settlement Offer.

     - Pursuant to that settlement, we are offering to acquire your units of
       limited partnership interest in Shelter Properties II Limited Partnership
       for $242.05 per unit in cash.

     - Under the terms of the settlement, which are more fully described in the
       enclosed materials and in the notice of settlement previously distributed
       to you, the court appointed American Appraisal Associates, Inc., as an
       independent appraiser, to appraise your partnership's property. An
       executive summary of the appraiser's report for each property owned by
       your partnership is attached as Annex II to the enclosed Litigation
       Settlement Offer. A complete copy of the appraiser's report(s) will be
       provided to you free of charge upon request.

     - The settlement also established a $9.9 million settlement fund for
       members of the settlement class. After deducting attorneys' fees and
       expenses and other settlement costs (including a portion of the costs of
       the appraisals and certain costs of administration of the settlement
       fund), we have allocated the remaining amount among the 44 settling
       partnerships on a pro rata basis. The amount allocated to your
       partnership on a per unit basis is $11.97, which is included in our offer
       price. This amount will be paid as part of the purchase price in this
       offer even if final court approval of the settlement is reversed or
       vacated.

     - You are entitled to participate in this offer whether or not you
       requested exclusion from the settlement class. If you wish to tender, you
       must execute the enclosed Letter of Transmittal. By executing the Letter
       of Transmittal, you will release any known or unknown claims arising out
       of the class and derivative litigation even if the settlement and
       judgment in the class and derivative litigation is subsequently reversed
       or otherwise vacated.

     - This Litigation Settlement Offer is not subject to any minimum number of
       units being tendered.

     - You will not be required to pay any partnership transfer fees in
       connection with any disposition of your units pursuant to our offer.

     If you desire to tender any of your units in response to our offer, you
should complete and sign the enclosed letter of transmittal in accordance with
the enclosed instructions and mail or deliver it and any other required
documents to The Altman Group, Inc., which is acting as the Information Agent in
connection with our offer, at the address set forth on the back cover of the
enclosed Litigation Settlement Offer.


     The Litigation Settlement Offer will expire at midnight, New York City
time, on December 11, 2003, unless extended. Our offer price will be reduced for
any distributions subsequently made or declared by your partnership prior to the
expiration of our offer.

     On August 12, 2003, an objector filed an appeal of the court's order
approving the settlement and is seeking to reverse or vacate the Court's order
and the judgment entered thereto. Although we reserve our right to terminate or
amend our offer if final court approval of the settlement is reversed or vacated
before the expiration date, we have nevertheless elected to proceed with the
offer under the terms of the settlement.

No Recommendation

     You must make your own decision whether or not to participate in our offer,
based upon a number of factors, including your financial position, your need or
desire for liquidity, other financial opportunities available to you, and your
tax position and the tax consequences to you of selling your units. The general
partner of your partnership, which is our affiliate, makes no recommendation as
to whether you should tender or refrain from tendering your units. In addition,
neither the court nor counsel for the parties in the class and derivative
litigation make any recommendation regarding whether you should accept this
Litigation Settlement Offer.

     You are encouraged to carefully review this Litigation Settlement Offer,
the executive summary of the independent appraiser's report and any other
information available to you and to seek advice from your independent lawyer,
tax advisor and/or financial advisor before deciding whether or not to accept
this Litigation Settlement Offer.

     If you have any questions or require further information, please call the
Information Agent, toll free, at (800) 467-0821.

                                          Very truly yours,

                                          AIMCO PROPERTIES, L.P.