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

SHELTER PROPERTIES V LIMITED PARTNERSHIP

(Name of Subject Company)

SHELTER PROPERTIES V LIMITED PARTNERSHIP

(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, P.O. Box 1089
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.

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MacKenzie Patterson Special Fund 6, LLC, MPF DeWaay Premier Fund 3, LLC and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”) to purchase up to 10,508 units of limited partnership interest (“Units”) of Shelter Properties V Limited Partnership, at a price of $55.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between May 25, 2007 and July 6, 2007, 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 May 25, 2007 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2007.

ITEM 1.     SUBJECT COMPANY INFORMATION.

     The name of the subject company is Shelter Properties V Limited Partnership, a South Carolina 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 (the “Units”) of the Partnership. As of March 31, 2007, 52,538 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 Shelter Realty V Corporation (the “Corporate General Partner”), a South Carolina corporation. 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 $55.00 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 May 25, 2007. 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.

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

     The Partnership has no employees and depends on the Corporate 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 reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

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     Affiliates of the Corporate 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 $44,000 and $87,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $207,000 and $617,000 for the years ended December 31, 2006 and 2005, respectively.

     Affiliates of the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $30,000 and $68,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $151,000 and $590,000 for the years ended December 31, 2006 and 2005, respectively. A portion of these reimbursements are construction management services provided by an affiliate of the Corporate General Partner of approximately $2,000 and $10,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $22,000 and $281,000 for the years ended December 31, 2006 and 2005, respectively.

     In accordance with the Partnership Agreement, during the year ended December 31, 2005, the Corporate General Partner advanced approximately $199,000 to the Partnership to fund the redevelopment project at Lake Johnson Mews Apartments and approximately $124,000 to fund real estate taxes and capital expenditures at Lake Johnson Mews Apartments and Foxfire Apartments. Interest was accrued at 10% on the redevelopment advances and the prime rate plus 2% for all other advances. Interest expense was approximately $139,000 for the year ended December 31, 2005. During the year ended December 31, 2005, the Partnership made payments on advances of approximately $3,226,000 and related interest of approximately $160,000 to the Corporate General Partner with proceeds from the sale of The Lexington Green Apartments. At March 31, 2007 and December 31, 2006, there were no outstanding advances or associated accrued interest due to an affiliate of the Corporate General Partner.

     Pursuant to the Partnership Agreement, the Corporate General Partner is entitled to a commission of up to 1% for its assistance in the sale of a property. Payment of such commission is subordinate to the limited partners receiving a cumulative 7% return on their investment and their original capital contribution. It is not presently expected that the limited partners will receive these returns when the Partnership terminates. Accordingly, no commission was accrued related to the June 2005 sale of The Lexington Green Apartments, the August 2005 sale of Foxfire Apartments, the November 2005 sale of Millhopper Village Apartments, the January 2006 sale of Old Salem Apartments or the March 2006 sale of Woodland Village Apartments.

     The Partnership insures its properties up to certain limits through coverage provided by Apartment Investment and Management Company, an affiliate of the Corporate 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 insurers unaffiliated with the Corporate General Partner. During the three months ended March 31, 2007, the Partnership was charged by AIMCO and its affiliates approximately $88,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2007 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately

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$122,000 and $211,000 for insurance coverage and fees associated with policy claims administration during the years ended December 31, 2006 and 2005, respectively.

     In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 39,425 Units in the Partnership representing 75.04% of the outstanding Units at March 31, 2007. 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. As a result of its ownership of 75.04% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

ITEM 4.     THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of June 8, 2007, a copy of which is attached hereto as Exhibit (a)(2), 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.

     AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO, initiated a tender offer for the Units on April 2, 2007, pursuant to an Offer to Purchase, dated as of April 2, 2007, and a related Letter of Transmittal, copies of which were filed with the SEC on April 2, 2007. This tender offer was amended on April 30, 2007, May 30, 2007 and June 4, 2007, pursuant to supplemental Offers to Purchase and related Letters to Limited Partners, copies of which were filed with the SEC on April 30, 2007, May 30, 2007 and June 4, 2007, respectively. AIMCO Properties, L.P. offered to buy 5,779 Units at a price of $60.00 per Unit, raised from its original offer price of $42.29 per Unit, pursuant to this tender offer. This tender offer will expire on June 15, 2007, extended from its initial expiration date of April 30, 2007, which may be further extended.

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

     Not applicable.

ITEM 8.     ADDITIONAL INFORMATION.

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     The information set forth in the Letter to the Unit holders, dated as of June 8, 2007, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 9.     EXHIBITS.

(a)(2)     Letter to Unit Holders of the Partnership, dated June 8, 2007.

(e)         Not applicable.

(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: June 8, 2007

Shelter Properties V Limited Partnership
By:	SHELTER REALTY V CORPORATION
	(Corporate General Partner)
	By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

EX-99.(A)(2)

SHELTER PROPERTIES V LIMITED PARTNERSHIP
c/o Shelter Realty V Corporation
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

June 8, 2007

Dear Limited Partner:

     As you may be aware by now, MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MacKenzie Patterson Special Fund 6, LLC, MPF DeWaay Premier Fund 3, LLC and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”) initiated an unsolicited tender offer to buy up to 10,508 or approximately 20 percent of the units of limited partnership interest (the “Units”) in Shelter Properties V Limited Partnership (the “Partnership”) on May 25, 2007. The corporate general partner of the Partnership, Shelter Realty V Corporation (the “Corporate General Partner”), first became aware of the offer by the MacKenzie Group on May 25, 2007.

     The Partnership, through the Corporate General Partner, 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 Corporate General Partner does not express any opinion, and is remaining neutral, with respect to this offer due to a conflict of interest. AIMCO Properties, L.P. (“AIMCO Properties”), an affiliate of the Corporate General Partner, is currently conducting a tender offer for the Units. Therefore, the Corporate General Partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group’s offer.

     However, we call your attention to the following considerations:

• AIMCO Properties has raised its tender offer price of $42.29 per Unit to $60.00 per Unit, less the aggregate amount of distributions per Unit, if any, made or declared by the Partnership prior to June 15, 2007, or such later date as AIMCO Properties’ offer may be further extended, which is $5.00 per Unit greater than the MacKenzie Group’s offer price of $55.00 per Unit. AIMCO Properties’ offer is limited to 5,779 Units.

• The MacKenzie Group’s $55.00 per Unit offer price will be reduced by the amount of any distributions declared or made between May 25, 2007 and July 6, 2007, which may be further extended.

• The MacKenzie Group’s offer is limited to 10,508 Units. If more than 10,508 Units are validly tendered and not withdrawn, the MacKenzie Group will accept the Units on a pro rata basis (other than for those holders who select the “all or none” option). Therefore, unless the investor selects the “all or none” option, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership. Our records indicate that Mackenzie Patterson Special Fund 6, LLC, a participant in the MacKenzie Group’s offer, and affiliates of the Mackenzie Group own an aggregate of 38 Units or approximately 0.07 percent of the outstanding Units as of May 25, 2007.

• AIMCO Properties and its affiliates, which collectively hold 39,425 Units, or 75.04 percent of the total outstanding Units, do not intend to tender any of their Units in the MacKenzie Group’s offer.

• The Partnership’s investment properties currently consist of two residential apartment complexes. Lake Johnson Mews Apartments is a 201-unit apartment complex located in Raleigh, North Carolina and Tar River Estates Apartments is a 220-unit apartment complex located in Greenville, North Carolina (“Tar River”). The Corporate General Partner is currently reviewing Tar River for potential sale. However, Tar Review is not currently listed or marketed for sale and no assurances can be given regarding the timing or amount of a sale, if at all.

• Since January 1, 2004, AIMCO Properties has purchased in previous transactions 118 units at a price of $235.52 per Unit in 2004, 137 Units at a price of $422.09 per Unit in 2005, 10 Units at a price of $422.09 per Unit in 2006, and 172 Units at prices of $31.41 per Unit in 2007.

• Since 2004, the Partnership has declared and made the following distributions to the limited partners:

	Distribution
Year	Per Unit		Type of Distribution
2005	$	231.93	Sales Proceeds
2006	$	449.39	Sales Proceeds
2006	$	4.38	Refinancing Proceeds

• In addition to the current offer by AIMCO Properties commenced on April 2, 2007, AIMCO Properties made a tender offer on November 8, 2004 for the purchase of Units at a purchase price of $422.09 per Unit (revised from the original price of $256.63 per Unit). The offer was held open until December 28, 2004 and 913 Units were acquired.

• 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. The gross sales prices reported by these services 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 these services is accurate or complete. Other sources, such as The Stranger 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 for the years ended December 31, 2004 and 2005 and during 2007 (through March 31, 2007), as reported by Direct Investments Spectrum, an independent, third-party source. There were no sales reported by the Direct Investments Spectrum for the year ended December 31, 2006.

	HIGH		LOW
Year Ended 2004:	$	335.00	$	230.00
Year Ended 2005:	$	280.00	$	250.00
Year Ended 2007:	$	155.00	$	104.00

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• Set forth below are the high and low sales prices of Units for the years ended December 31, 2004 and 2005, as reported by the American Partnership Board, an independent, third-party source. There were no sales reported by the American Partnership Board for the year ended December 31, 2006 and during 2007 (through April 30, 2007).

	HIGH		LOW
Year Ended 2004:	$	285.00	$	275.07
Year Ended 2005:	$	340.00	$	301.00

• The MacKenzie Group’s offer states that you will have the right to withdraw Units tendered in the offer at any time until the offer has expired.

• The MacKenzie Group does not indicate what its specific plans or proposals are regarding future tender offers.

     The managing general partner urges each investor to carefully consider the foregoing information before tendering his or her Units to the MacKenzie Group.

     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 holder of Units may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their interests in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss this matter in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at PO Box 2347, Greenville, SC 29602.

Sincerely,


Shelter Realty V Corporation
Corporate General Partner
 

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