8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2010

ANGELES PARTNERS XII, LP

(Exact name of registrant as specified in its charter)

Delaware	0-13309	95-3903623
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

55 BEATTIE PLACE
POST OFFICE BOX 1089
GREENEVILLE, SOUTH CAROLINA	29602
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (864) 239-1000

Angeles Partners XII
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

     On November 24, 2010, Angeles Partners XII, a California limited partnership (the “California partnership”), entered into an agreement and plan of merger (the “Merger Agreement”) with Angeles Partners XII, LP, a Delaware partnership (the “Delaware partnership”), pursuant to which the California partnership was merged with and into the Delaware partnership, with the Delaware partnership as the surviving entity.

     In the merger, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership interest in the Delaware partnership, and the general partnership interests in the California partnership now held by the general partners were converted into general partnership interests in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger. The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger.

     In the merger, the Certificate of Limited Partnership of the Delaware partnership (the “Certificate of Limited Partnership”) became the certificate of limited partnership of the surviving entity. A copy of the Certificate of Limited Partnership is filed as Exhibit 3.2 hereto and is incorporated herein by reference. In the merger, the partnership agreement of the California partnership was amended as described below under Item 5.03.

     The foregoing summary of the Merger Agreement is qualified by reference to the Merger Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

     The information in Item 5.03 under the heading “Fourth Amendment to Partnership Agreement” is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Second Amendment to Partnership Agreement

     Prior to entering into the Merger Agreement, on November 24, 2010, Angeles Realty Corporation II, a California corporation and the managing general partner of the California partnership (the “Managing General Partner”), Aimco Angeles GP, LLC, a Delaware limited liability company and the non-managing general partner of the California partnership, and a majority in interest of the limited partners of the California partnership approved an amendment to the California partnership’s limited partnership agreement (the “Second Amendment”). Pursuant to the Second Amendment, the general partners of the California partnership are authorized to cause the California partnership to enter into any contract or transaction with the Managing General Partner or its affiliates to effect a merger, reorganization or other business combination transaction involving the California partnership. The foregoing summary of the Second Amendment is qualified by reference to the Second Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Third Amendment to Partnership Agreement

     In connection with entering into the Merger Agreement, the partnership agreement of the California partnership, as amended by the Second Amendment, was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act have been amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger has been added; (iii) the name of the partnership has been changed to “Angeles Partners XII, LP” and (iv) a provision has been added that gives the general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property (the “Third Amendment”). The foregoing summary of the Third Amendment is qualified by reference to the Third Amendment, a copy of which is filed as Exhibit 3.3 hereto and is incorporated herein by reference.

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Fourth Amendment to Partnership Agreement

     After entering into the Merger Agreement and adopting the Third Amendment, on November 24, 2010, the Managing General Partner amended the Delaware partnership’s agreement of limited partnership (the “Fourth Amendment”) to convert the Delaware partnership’s existing partnership interests into two separate series of partnership interests that have separate rights with respect to specified partnership property. The Delaware partnership’s agreement of limited partnership, as amended by the Fourth Amendment, is referred to herein as the “Partnership Agreement.” Effective as of the close of business on November 24, 2010 (the “Establishment Date”), (i) each then outstanding interest of the general partners in the Delaware partnership was converted into one Series A GP Interest and one Series B GP Interest, and (ii) each then outstanding unit of limited partnership interest was converted into one Series A Unit and one Series B Unit. The Series A GP Interests and the Series A Units are collectively referred to herein as the “Series A Interests,” and the Series B GP Interests and the Series B Units are collectively referred to herein as the “Series B Interests.”

     Except as described below, the Series A Interests and Series B Interests entitle the holders thereof to the same rights as the holders of partnership interests had prior to the Establishment Date. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Partnership Agreement.

     Series A Interests. From and after the Establishment Date, the following assets shall be allocated solely to the Series A Interests for all purposes, and shall be so recorded upon the books of account of the Delaware partnership: (i) all of the Delaware partnership’s interests in any entity in which the Delaware partnership owns an interest, other than the Series B Subsidiary (as defined below), (ii) all consideration received by the Delaware partnership from the issuance or sale of any Series A Interest, or from any additional capital contributions relating to the Series A Interests, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No person, other than a person who holds a Series A Interest, shall have any claim on or any right to any assets allocated solely to the Series A Interests.

     Series B Interests. From and after the Establishment Date, the following assets shall be allocated solely to the Series B Interests for all purposes, and shall be so recorded upon the books of account of the Delaware partnership: (i) all of the Delaware partnership’s membership interest in Twin Lake Towers, LLC, a Delaware limited liability company (the “Series B Subsidiary”), (ii) all consideration received by the Delaware partnership from the issuance or sale of any Series B Interest, or from any additional capital contributions relating to the Series B Interests, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No person, other than a person who holds a Series B Interest, shall have any claim on or any right to any assets allocated solely to the Series B Interests.

     Allocation of Certain Assets and Income. If there are any assets, income, earnings, profits, proceeds, funds or payments that are not readily identifiable as belonging to any particular series of interests, the Managing General Partner shall allocate them among any one or more of the series in such manner and on such basis as the Managing General Partner, in its sole discretion, deems fair and equitable, which determination shall be conclusive and binding on the limited partners of all series for all purposes.

     Liabilities and Expenses of Each Series. The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to each series of interests shall be enforceable only against the assets allocated to such series, and not against the partnership generally or the assets of any other series of interests. The interests of each series shall be charged with all expenses, costs, charges and reserves attributable to such series, and shall not be charged with any expenses, costs, charges or reserves attributable to any other series or the assets of such other series. The Managing General Partner’s determination of which debts, liabilities and obligations, and which expenses, costs, charges and reserves, are attributable to each series of interests shall be conclusive and binding on the limited partners of all series for all purposes. Any Person extending credit to, contracting with or otherwise having a claim against any series of interests may look only to the assets of that series to satisfy any such obligation or claim, and not against the assets of the partnership generally or the assets of any other series. Any general liabilities, expenses, costs, charges or reserves of the partnership that are not readily identifiable as belonging to any particular series of interests shall be allocated and charged by the partnership to and among one or more of the series

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in such manner and on such basis as the Managing General Partner, in its sole discretion, deems fair and equitable, which allocation shall be conclusive and binding on the limited partners of all series for all purposes.

     Distributions to Partners of Each Series. From and after the Establishment Date, all distributions to partners (including distributions comprised of distributions of Net Cash From Operations less distributions constituting the Management Fee payable therefrom and distributions upon termination and dissolution of the partnership) shall be determined on a series by series basis in accordance with the criteria set forth above under “Series A Interests” and “Series B Interests.”

     Capital Accounts for Each Series. On the Establishment Date, for each series of interests, a separate capital account shall be established on the books of the partnership for each partner who holds such series, which shall initially consist of that portion of such partner’s existing capital account that relates to the assets of such series. Thereafter, the capital account of each partner who holds any series of interest shall be adjusted in the manner set forth in the Agreement, but on a series by series basis, with respect to (i) capital contributions relating to such series, (ii) that portion of the partnership’s Net Profits and Net Losses allocated to such series, and (iii) distributions paid in respect of such series.

     Separate Books and Records. Separate and distinct books and records shall be maintained for each series of interests, and the assets and liabilities associated with a particular series shall be held and accounted for separately from the other assets and liabilities of the partnership and other series. The partnership shall prepare, and provide to limited partners (to the extent not included in the partnership’s filings with the Securities and Exchange Commission), quarterly financial reports (which need not be audited) for each series.

     Transfers of Series Interests. Each series of interests shall be transferable separate and apart from each other series. A minimum of five (5) Units of any particular series may be transferred, except for IRA or Keogh plans, and except for transfers by gift or inheritance, intrafamily transfers, family dissolutions and transfer to affiliates.

     Voting & Approval Rights. If any term or provision of the Partnership Agreement requires the vote, consent or approval of limited partners holding a majority of the Units, such term or provision shall be deemed to require the vote, consent or approval of limited partners holding a majority of outstanding Units of each series, except with respect to any matter or action relating to a particular series or its assets, which shall require only the vote, consent or approval of limited partners holding a majority of the outstanding Units of such series. Notwithstanding Article 19 of the Partnership Agreement, meetings of the partnership to vote upon any matters on which the limited partners are authorized to take action under this Agreement may be called at any time by the Managing General Partner or (i) in the case of any matter that is subject to the vote, consent or approval of limited partners holding a majority of outstanding Units of each series, by one or more limited partners holding 10% or more of the then outstanding Units of each series, or (ii) in the case of any matter that is subject to the vote, consent or approval only of limited partners holding a majority of outstanding Units of a particular series, by one or more limited partners holding 10% or more of the then outstanding Units of such series, in either case, by delivering written notice, either in person or by registered mail, of such call to the Managing General Partner.

     Repurchase of Units. From and after the Establishment Date, a repurchase of Units of any series may be effected pursuant to Article 9 of the Partnership Agreement with the repurchase price calculated separately for each series of Units in accordance with the criteria set forth above.

     Tax Treatment. For United States federal income tax purposes, each series of interests shall represent a separate and distinct entity treated as a partnership.

     Termination of a Series. Any series of interests may be terminated only upon (i) the termination and dissolution of the partnership, (ii) the vote or written consent of limited partners holding a majority of the outstanding Units of such series, or (iii) the sale or other disposition of all or substantially all of the assets of such series. Upon termination of a series, the Managing General Partner shall proceed to wind up the affairs of such series, and the partnership shall not carry on any business in respect of such series except for the purpose of winding up its affairs.

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     The foregoing summary of the Fourth Amendment is qualified by reference to the Fourth Amendment, a copy which is filed as Exhibit 3.4 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are filed with this report

Exhibit
Number	Description
3.1	Second Amendment to the Amended Certificate and Agreement of Limited Partnership of Angeles Partners XII, dated November 24, 2010.
3.2	Certificate of Limited Partnership of Angeles Partners XII, LP, dated November 23, 2010.
3.3	Third Amendment to the Amended Certificate and Agreement of Limited Partnership of Angeles Partners XII, LP, dated November 24, 2010.
3.4	Fourth Amendment to the Agreement of Limited Partnership of Angeles Partners XII, LP, dated November 24, 2010.
10.1	Agreement and Plan of Merger, dated November 24, 2010, by and among Angeles Partners XII and Angeles Partners XII, LP.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANGELES PARTNERS XII
Date: November 29, 2010	By:	Angeles Realty Corporation II,
		Managing General Partner
	By:	/s/ Derek S. McCandless
		Derek S. McCandless
		Senior Vice President and Assistant General Counsel

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EX-3.1

Exhibit 3.1

SECOND AMENDMENT
TO THE
AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII

          This SECOND AMENDMENT TO THE AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, dated as of November 24, 2010 (this “Amendment”), is by and among Angeles Realty Corporation II, a California corporation (the “Managing General Partner”), AIMCO Angeles GP, LLC, a Delaware limited liability company (the “Non-Managing General Partner”) and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

          WHEREAS, Angeles Partners XII, a California limited partnership (the “Partnership”), is governed pursuant to the terms of that certain Amended Certificate and Agreement of Limited Partnership, dated as of May 24, 1983, as amended October 22, 2007 (as amended, the ''Partnership Agreement”);

          WHEREAS, the Managing General Partner and the Non-Managing General Partner have determined that this Amendment is in the best interests of the Partnership and the Limited Partners; and

          WHEREAS, the Managing General Partner has obtained consents of the requisite percentage-in-interest of the Limited Partners (i.e., Limited Partners who own more than 50% of the outstanding Units), necessary to amend the Partnership Agreement as provided in this Second Amendment.

          NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1. Amendments to the Partnership Agreement. The Partnership Agreement shall be amended as follows:

(a) Section 19.4 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

     “19.4 Conflicts of Interest. The Partnership shall not enter into any insurance or other transaction with the Managing General Partner, any Non-Managing General Partner or any Affiliate or such entities, except in connection with the performance of property management services, real estate brokerage services, services as agent for sales of Units and as otherwise specifically permitted by this Agreement (including any services contemplated by Section 8.4 of this Agreement), provided, however, that the terms of employment of any such person, firm or corporation shall allow the Partnership to terminate such employment, with or without cause, and without penalty to the Partnership, upon no greater than sixty (60) days notice to such person, firm or corporation.

     Neither the Managing General Partner, any Non-Managing General Partner, nor the Partnership shall enter into any reciprocal, kickback, rebate or other business arrangements with any person, firm or corporation for the purpose of circumventing the restrictions of this Section 19.4 or any other restrictions contained in this Agreement relating to transactions with any person or entity affiliated with the Managing General Partner or any Non-Managing General Partner.

     Neither the General Partners or their Affiliates shall pay or cause to be paid any finder’s fees, commissions or other compensation to any person engaged by a prospective Limited Partner for investment advice as an inducement to such advisor to encourage such prospective Limited Partner to invest in the Partnership. This clause shall not prohibit the payment of compensation to registered broker-dealers.

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     Notwithstanding the foregoing, (i) the Managing General Partner may cause the Partnership to enter into any contract with the Managing General Partner or its Affiliates to provide services to the Partnership in connection with redevelopment of any of the properties owned by the Partnership, and receive fees or other compensation from the Partnership for such services, provided that any such fees or other compensation shall not exceed an amount which is competitive in price and terms with other nonaffiliated persons rendering comparable services, and (ii) the General Partners shall have the right, power and authority, on behalf of the Partnership, to cause the Partnership to enter into any contract or other transaction with the Managing General Partner or its Affiliates in connection with a merger, reorganization, or other business combination involving the Partnership.

2. Miscellaneous.

(a)	Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Partnership Agreement and the terms of this Second Amendment, the terms of this Second Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Second Amendment.
(b)	Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
(c)	Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

[Reminder of page intentionally left blank]

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     IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above.

General Partners

ANGELES REALTY CORPORATION II,
a California corporation

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

AIMCO ANGELES GP, LLC,
a Delaware limited liability company

By:	AIMCO PROPERTIES, L.P.,
	a Delaware limited partnership,
	its member

By:	AIMCO-GP, INC.,
	a Delaware corporation,
	its general partner

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

Limited Partners

ANGELES REALTY CORPORATION II,
a California corporation,
as attorney-in-fact

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

EX-3.2

Exhibit 3.2

CERTIFICATE OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII, LP

          The undersigned, being the only general partners of Angeles Partners XII, LP, and desiring to form a limited partnership pursuant to the laws of the State of Delaware certify as follows:

          1. The name of the Limited Partnership is Angeles Partners XII, LP (the “Partnership”).

          2. The address of the Partnership’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808.

          3. The name and address of the Partnership’s registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808.

          4. The name and address of the Partnership’s Managing General Partner is Angeles Realty Corporation II, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237.

          5. The name and address of the Partnership’s Non-Managing General Partner is AIMCO Angeles GP, LLC, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237.

          6. The partnership interests of the Partnership may consist of an unlimited number of series of partnership interests. Each series of interests shall have separate rights, powers and duties with respect to the property and obligations of the Partnership and profits and losses associated with such property and obligations. The Partnership shall maintain separate and distinct records for each series and, pursuant to Section 17-218 of the Delaware Revised Uniform Limited Partnership Act, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series or a general partner of such series, and not against the assets of any other series or the Partnership generally.

[Remainder of the page intentionally left blank]

ANGELES PARTNERS XII, LP

By:	ANGELES REALTY CORPORATION II
	Managing General Partner

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

By:	AIMCO ANGELES GP, LLC
	Non-Managing General Partner

By:	AIMCO PROPERTIES, L.P.,
	its member

By:	AIMCO-GP, INC.,
	its general partner

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

Dated: November 23, 2010

EX-3.3

Exhibit 3.3

THIRD AMENDMENT
TO THE
AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII, LP

          This THIRD AMENDMENT TO THE AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP, dated as of November 24, 2010 (this “Amendment”), is by and among Angeles Realty Corporation II, a California corporation (the “Managing General Partner”), AIMCO Angeles GP, LLC, a Delaware limited liability company (the “Non-Managing General Partner”) and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

          WHEREAS, Angeles Partners XII, a California limited partnership (the “California Partnership”), and Angeles Partners XII, LP, a Delaware limited partnership (the “Delaware Partnership”), are parties to an Agreement and Plan of Merger, dated as of November 24, 2010 (the “Merger Agreement”);

          WHEREAS, pursuant to the Merger Agreement, the California Partnership will be merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Merger”);

          WHEREAS, pursuant to the Merger Agreement, at the effective time of the merger, the Amended Certificate and Agreement of Limited Partnership, dated as of May 24, 1983, as amended as of October 22, 2007, and as of November 24, 2010 (the “Partnership Agreement”), and as further amended by this Third Amendment, will become the partnership agreement of the Delaware Partnership; and

          WHEREAS, the merger will be effected upon the approval or consent of (i) the general partners of both the California Partnership and the Delaware Partnership, and (ii) a majority in interest of limited partners of each of the California Partnership and the Delaware Partnership.

          NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1. Amendments to the Partnership Agreement. At the effective time of the Merger, the Partnership Agreement shall be amended as follows:

(a)	The first paragraph of the Partnership Agreement is hereby amended by deleting the reference to “Certificate and” therein.
(b)	Section 1.1 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“1.1 “Act” means the Delaware Revised Uniform Limited Partnership Act, as amended.
(c)	Section 2.1 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“2.1 Formation. Angeles Partners XII was originally formed as a limited partnership (the “California Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an amended certificate and agreement made as of May 24, 1983. Pursuant to an Agreement and Plan of Merger, dated as of November 23, 2010, by and between the California Partnership and Angeles Partners XII, LP, a Delaware limited partnership (the “Delaware

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Partnership”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Surviving Entity”) in the merger (the “Merger”). At the effective time of the Merger (the “Effective Time”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the “Agreement”); (c) Angeles Realty Corporation II, a California corporation, remained as sole Managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) AIMCO Angeles GP, LLC, a Delaware limited liability company, remained as the sole Non-Managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (e) the interests of the general partners in the Delaware Partnership immediately prior to the Effective Time were cancelled; (f) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the “Partnership” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time.”

(d)	Section 2.2 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“2.2. Names. The name of the Partnership shall be ANGELES PARTNERS XII, LP.”
(e)	Article 4 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“The principal place of business of the Partnership shall be 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602 and thereafter such other place or places as the Managing General Partner may from time to time determine.”
(f)	Section 10.1 of the Partnership Agreement is hereby amended by deleting the last sentence therein.
(g)	Section 12.4 of the Partnership Agreement is hereby amended by deleting clause (b) and replacing it with the following:
	“(b) the amendment of the Partnership Agreement to reflect the foregoing change and”
(h)	Section 15.2 of the Partnership Agreement is hereby amended by deleting the last sentence therein.
(i)	Section 15.7 of the Partnership Agreement is hereby amended and restated to read:
	“The Managing General Partners shall be designated as the tax matters partner of the Partnership, as provided in Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.”
(j)	Article 17 of the Partnership Agreement is hereby amended by removing the last sentence of Article 17 and replacing it with the following:
	“The writing to amend this Agreement may be signed in the manner permitted by Section 17-204 of the Act.”

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(k)	Section 19.1 of the Partnership Agreement is hereby amended by deleting the words “under Part 2, Title 105 of the California Code of Civil Procedure.”
(l)	Section 19.5 of the Partnership Agreement is hereby amended and restated to read:
	“19.5 Notices. Any notices given pursuant to this Agreement may be served personally on he Partner to be notified, or may be mailed, postage paid, registered with return receipt requested, addressed as follows, or to such other address as the Partner may from time to time designate in writing:

To the Managing General Partner:

Angeles Realty Corporation II
4582 South Ulster Street Parkway
Denver, Colorado 80237

To the Non-Managing General Partner:

AIMCO Angeles GP, LLC
4582 South Ulster Street Parkway
Denver, Colorado 80237

To a Limited Partner:

At such Limited Partner’s address as set forth in the Amended Certificate and Agreement of Limited Partnership, as amended, naming him as a Limited Partner.

(m)	Section 19.13 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“19.13 Delaware Law. This Agreement and its applications shall be governed by the laws of the State of Delaware. In the event of any conflict between any provisions of this Agreement and any provisions of the Act, the provisions of said Act shall control.”
(n)	The Partnership Agreement is hereby amended by the addition of a new Article 20, which will read in its entirety as follows:

“ARTICLE 20 SERIES OF LIMITED PARTNERSHIP INTERESTS

     Notwithstanding any other provision of this Agreement, the Managing General Partner is hereby authorized to amend this Agreement at any time, and from time to time, as it determines, in its sole discretion, may be necessary or desirable to establish, and convert existing limited partnership interests into, different designated series of limited partnership interests that have separate rights with respect to specified partnership property, in accordance with Section 17-218 of the Act. Without limitation of the foregoing, the Managing General Partner shall be authorized to adopt amendments that would provide for any or all of the following:

(a) All income, earnings, profits and proceeds from the series property, including any proceeds derived from the refinancing, sale or other disposition of such property, and any funds or payments derived from any reinvestment of such proceeds, would be allocated solely to such series for all purposes, and would be so recorded upon the books of account of the Partnership..

(b) Separate and distinct books and records would be maintained for each series, and the assets and liabilities associated with a particular series would be held and accounted for separately from the other assets of the Partnership and other series.

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(c) If there are any assets, income, earnings, profits, proceeds, funds or payments that are not readily identifiable as belonging to any particular series, the Managing General Partner would allocate them among any one or more of the series in such manner and on such basis as the Managing General Partner, in its sole discretion, deems fair and equitable, which determination would be conclusive and binding on the Limited Partners of all series for all purposes.

(d) The assets belonging to a particular series would be charged solely with the liabilities of the Partnership in respect of such series and all expenses, costs, charges and reserves attributable to such series. Any general liabilities, expenses, costs, charges or reserves of the Partnership that are not readily identifiable as belonging to any particular series would be allocated and charged by the Partnership to and among one or more of the series in such manner and on such basis as the Managing General Partner, in its sole discretion, deems fair and equitable, which allocation would be conclusive and binding on the Limited Partners of all series for all purposes.

(e) No Limited Partner of any series will have any claim on or any right to any assets allocated to or belonging to any other series.

(f) At the time a series of limited partnership interest is established, a separate capital account would be established on the books of each series for each Limited Partner which would initially consist of that portion of such Limited Partner’s existing capital account that relates to the series property. Thereafter, the capital account of each Limited Partner in that series would be adjusted in the manner set forth in the Agreement, but only with respect to (i) capital contributions to such series, (ii) allocations of profit and loss relating to the series, and (iii) distributions paid in respect of such series.”

2. Miscellaneous.

(a)	Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.
(b)	Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
(c)	Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

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     IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above.

General Partners

ANGELES REALTY CORPORATION II,
a California corporation  

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

AIMCO ANGELES GP, LLC,
a Delaware limited liability company  

By:	AIMCO PROPERTIES, L.P.,
	a Delaware limited partnership,
	its member

By:	AIMCO-GP, INC.,
	a Delaware corporation,
	its general partner

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

Limited Partners

ANGELES REALTY CORPORATION II,
a California corporation,
as attorney-in-fact  

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

EX-3.4

Exhibit 3.4

FOURTH AMENDMENT
TO THE
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII, LP

          This FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP, dated as of November 24, 2010 (this “Amendment”), is made by Angeles Realty Corporation II, a California corporation (the “Managing General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

          WHEREAS, Angeles Partners XII, LP, a Delaware limited partnership (the “Partnership”), is governed pursuant to the terms of that certain Certificate and Agreement of Limited Partnership of Angeles Partners XII, dated as of May 24, 1983, as amended to date (the “Previous Partnership Agreement” and, as amended by this Amendment, the “Partnership Agreement”);

          WHEREAS, pursuant to Article 20 of the Partnership Agreement, the Managing General Partner is authorized to amend the Partnership Agreement as it determines may be necessary or desirable to establish, and convert existing limited partnership interests into, different designated series of limited partnership interests that have separate rights with respect to specified partnership property, in accordance with Section 17-218 of the Delaware Revised Uniform Limited Partnership Act;

          WHEREAS, the Managing General Partner has determined that the Partnership’s existing partnership interests should be converted into two separate series of partnership interests that have separate rights with respect to (i) the Partnership’s membership interest in Twin Lake Towers, LLC, which owns the Twin Lake Towers Apartments, and (ii) the Partnership’s interest in all other limited partnerships and limited liability companies.

          NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1. Amendments to the Partnership Agreement. The Previous Partnership Agreement is hereby amended by the addition of a new Article 21, which will read in its entirety as follows:

“ARTICLE 21 DESIGNATION OF SERIES OF PARTNERSHIP INTERESTS

21.1 Designation of Series; Conversion of Existing Interests.

     (a) There is hereby established two series of interests in the Partnership, with each series comprised of both the General Partners’ interest in the Partnership and the Limited Partners’ interest in the Partnership. The General Partners’ interests are hereby designated as “Series A GP Interests” and “Series B GP Interests.” The Limited Partners’ interests are hereby designated as “Series A Units” and “Series B Units.” The Series A GP Interests and the Series A Units are referred to herein, collectively, as the “Series A Interests,” and the Series B GP Interests and the Series B Units are referred to herein, collectively, as the “Series B Interests.”

     (b) Effective as of the close of business on November 24, 2010 (the “Establishment Date”), without any further action by the Managing General Partner, the Non-Managing General Partner or any Limited Partner, (i) each outstanding interest of the General Partners in the Partnership shall automatically be converted into a Series A GP Interest and a Series B GP Interest, and (ii) each then outstanding Unit of limited partnership interest in the Partnership shall automatically be converted into one Series A Unit and one Series B Unit.

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     (c) Each series of interests shall entitle the holders thereof to the respective rights set forth in this Article 21. The relative rights of the General Partners, on one hand, and the Limited Partners, on the other, prior to the Establishment Date shall be maintained after the Establishment Date, but considered on a series by series basis.

21.2 Series A Interests. From and after the Establishment Date, the following assets shall be allocated solely to the Series A Interests for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Subsidiary (as defined below), (ii) all consideration received by the Partnership from the issuance or sale of any Series A Interest, or from any additional capital contributions relating to the Series A Interests, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No Person, other than a Person who holds a Series A Interest, shall have any claim on or any right to any assets allocated solely to the Series A Interests.

21.3 Series B Interests. From and after the Establishment Date, the following assets shall be allocated solely to the Series B Interests for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s membership interest in Twin Lake Towers, LLC, a Delaware limited liability company (the “Series B Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series B Interest, or from any additional capital contributions relating to the Series B Interests, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No Person, other than a Person who holds a Series B Interest, shall have any claim on or any right to any assets allocated solely to the Series B Interests.

21.4 Allocation of Certain Assets and Income. If there are any assets, income, earnings, profits, proceeds, funds or payments that are not readily identifiable as belonging to any particular series of interests, the Managing General Partner shall allocate them among any one or more of the series in such manner and on such basis as the Managing General Partner, in its sole discretion, deems fair and equitable, which determination shall be conclusive and binding on the Limited Partners of all series for all purposes.

21.5 Liabilities and Expenses of Each Series. The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to each series of interests shall be enforceable only against the assets allocated to such series, and not against the Partnership generally or the assets of any other series of interests. The interests of each series shall be charged with all expenses, costs, charges and reserves attributable to such series, and shall not be charged with any expenses, costs, charges or reserves attributable to any other series or the assets of such other series. The Managing General Partner’s determination of which debts, liabilities and obligations, and which expenses, costs, charges and reserves, are attributable to each series of interests shall be conclusive and binding on the Limited Partners of all series for all purposes. Any Person extending credit to, contracting with or otherwise having a claim against any series of interests may look only to the assets of that series to satisfy any such obligation or claim, and not against the assets of the Partnership generally or the assets of any other series. Any general liabilities, expenses, costs, charges or reserves of the Partnership that are not readily identifiable as belonging to any particular series of interests shall be allocated and charged by the Partnership to and among one or more of the series in such manner and on such basis as the Managing General Partner, in its sole discretion, deems fair and equitable, which allocation shall be conclusive and binding on the Limited Partners of all series for all purposes.

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21.6 Distributions to Partners of Each Series. From and after the Establishment Date, all distributions to Partners (including distributions comprised of distributions of Net Cash From Operations less distributions constituting the Management Fee payable therefrom and distributions upon termination and dissolution of the Partnership) shall be determined on a series by series basis in accordance with the criteria set forth in Sections 21.2 and 21.3.

21.7 Capital Accounts for Each Series. On the Establishment Date, for each series of interests, a separate capital account shall be established on the books of the Partnership for each Partner who holds such series, which shall initially consist of that portion of such Partner’s existing capital account that relates to the assets of such series. Thereafter, the capital account of each Partner who holds any series of interest shall be adjusted in the manner set forth in the Agreement, but on a series by series basis, with respect to (i) capital contributions relating to such series, (ii) that portion of the Partnership’s Net Profits and Net Losses allocated to such series, and (iii) distributions paid in respect of such series.

21.8 Separate Books and Records. Separate and distinct books and records shall be maintained for each series of interests, and the assets and liabilities associated with a particular series shall be held and accounted for separately from the other assets and liabilities of the Partnership and other series. The Partnership shall prepare, and provide to Limited Partners (to the extent not included in the Partnership’s filings with the Securities and Exchange Commission), quarterly financial reports (which need not be audited) for each series.

21.9 Transfers of Series Interests. Each series of interests shall be transferable separate and apart from each other series. Notwithstanding Section 9.1 of the Agreement, a minimum of five (5) Units of any particular series may be transferred, except for IRA or Keogh plans, and except for transfers by gift or inheritance, intrafamily transfers, family dissolutions and transfer to affiliates.

21.10 Voting & Approval Rights. If any term or provision of the Agreement requires the vote, consent or approval of Limited Partners holding a majority of the Units, such term or provision shall be deemed to require the vote, consent or approval of Limited Partners holding a majority of outstanding Units of each series, except with respect to any matter or action relating to a particular series or its assets, which shall require only the vote, consent or approval of Limited Partners holding a majority of the outstanding Units of such series. Notwithstanding Article 19 of the Agreement, meetings of the Partnership to vote upon any matters on which the Limited Partners are authorized to take action under this Agreement may be called at any time by the Managing General Partner or (i) in the case of any matter that is subject to the vote, consent or approval of Limited Partners holding a majority of outstanding Units of each series, by one or more Limited Partners holding 10% or more of the then outstanding Units of each series, or (ii) in the case of any matter that is subject to the vote, consent or approval only of Limited Partners holding a majority of outstanding Units of a particular series, by one or more Limited Partners holding 10% or more of the then outstanding Units of such series, in either case, by delivering written notice, either in person or by registered mail, of such call to the Managing General Partner.

21.11 Repurchase of Units. From and after the Establishment Date, a repurchase of Units of any series may be effected pursuant to Article 9 of the Agreement with the repurchase price calculated separately for each series of Units in accordance with the criteria set forth in this Article 21.

21.12 Tax Treatment. For United States federal income tax purposes, each series of interests shall represent a separate and distinct entity treated as a partnership.

22.13 Termination of a Series. Any series of interests may be terminated only upon (i) the termination and dissolution of the Partnership, (ii) the vote or written consent of Limited Partners holding a majority of the outstanding Units of such series, or (iii) the sale or other disposition of all or substantially all of the assets of such series. Upon termination of a series, the Managing

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General Partner shall proceed to wind up the affairs of such series, and the Partnership shall not carry on any business in respect of such series except for the purpose of winding up its affairs.”

2. Miscellaneous.

(a)	Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Previous Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.
(b)	Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
(c)	Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

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     IN WITNESS WHEREOF, the Managing General Partner has executed this Amendment as of the date first set forth above.

ANGELES REALTY CORPORATION II, a California corporation
By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

     Agreement and Plan of Merger (this “Agreement”), dated as of November 24, 2010, by and between Angeles Partners XII, a California limited partnership (the “California Partnership”), and Angeles Partners XII, LP, a Delaware limited partnership (the “Delaware Partnership”).

     WHEREAS, Angeles Realty Corporation II, a California corporation (the “Managing General Partner”), is the managing general partner of the California Partnership and of the Delaware Partnership;

     WHEREAS, AIMCO Angeles GP, LLC, a Delaware limited liability company (the “Non-Managing General Partners”), is the non-managing general partner of the California Partnership and the Delaware Partnership;

     WHEREAS, the Managing General Partner and the Non-Managing General Partner have determined that the merger of the California Partnership with and into the Delaware Partnership is in the best interests of the California Partnership, the Delaware Partnership and their respective limited partners; and

     WHEREAS, the parties desire to enter this Agreement to evidence the terms, provisions, representations, warranties, covenants and conditions upon which such merger will be consummated.

     NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

     1. The Merger. Upon the terms and subject to the conditions set forth herein, the California Partnership shall be merged with and into the Delaware Partnership (“Merger”), and the Delaware Partnership shall be the surviving entity in the Merger (the “Surviving Entity”). As soon as practicable after all of the conditions to the Merger set forth herein have been satisfied, the California Partnership and the Delaware Partnership shall (a) execute a certificate of merger and file it with the California Secretary of State and (b) execute a certificate of merger and file it with the Delaware Secretary of State. The Merger will become effective upon the filing of such certificates (the “Effective Time”).

     2. Consequences of the Merger.

          (a) Certificate of Limited Partnership. The certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time shall be the certificate of limited partnership of the Surviving Entity unless and until subsequently amended.

          (b) Partnership Agreement. The limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A hereto, shall be the partnership agreement of the Surviving Entity (as so amended, the “Partnership Agreement”) unless and until subsequently amended. The general partners and each limited partner of the Surviving Entity shall have the rights under, be bound by and be subject to the terms and conditions of, the Partnership Agreement, as a general partner or partner, as applicable.

          (c) Conversion of Equity Interests.

          (i) General Partners. The Managing General Partner and the Non-Managing General Partner shall be the managing general partner and non-managing general partner, respectively, of the Surviving Entity. The interests of the Managing General Partner and the Non-Managing General Partner in the California Partnership immediately prior to the Effective Time shall be converted into equivalent interests in the Surviving Entity. The interests of the Managing General Partner and the Non-Managing General Partner in the Delaware Partnership immediately prior to the Effective Time shall be cancelled.

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          (ii) Limited Partners. Each limited partner in the California Partnership shall be a limited partner in the Surviving Entity. The interest of each limited partner in the California Partnership immediately prior to the Effective Time shall be converted into an equivalent interest in the Surviving Entity. The interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time shall be cancelled.

          (d) Tax Treatment of Merger. The parties hereto acknowledge and agree that for federal income tax purposes the Merger will be treated as follows:

          (i) The California Partnership will be deemed to have obtained as a result of the Merger an initial capital account balance in the Surviving Entity reflecting the tax bases of the assets so treated as contributed by the California Partnership to the Surviving Entity.

          (ii) Each partner in the Surviving Entity will have an initial capital account balance in the Surviving Entity equal to its proportionate share of such initial capital account balance so deemed obtained by the California Partnership.

          (iii) In accordance with the foregoing, the respective initial capital account balances of the general partners and limited partners of the Surviving Entity immediately following the Effective Time shall be the same as those of the general partners and the limited partners of the California Partnership immediately prior to the Effective Time.

          (iv) The Merger should not be treated as a realization event and, in accordance with the foregoing, the Surviving Entity shall be treated as the continuation of the California Partnership for federal income tax purposes.

     3. No Dissenters’ Rights. None of the partners in the California Partnership or the Delaware Partnership will have any dissenters’ rights in connection with the Merger.

     4. Conditions to the Merger. The Merger shall not occur unless and until the Merger has been approved or consented to by a majority in interest of limited partners of each of the California Partnership and the Delaware Partnership.

     5. Further Acts After Effective Time. If, at any time after the Effective Time, the Surviving Entity considers or is advised that any deeds, bills of sale, assignments, assurances, or any other actions or things are necessary or desirable to vest, perfect, or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the rights, properties or assets of the California Partnership to be acquired by the Surviving Entity as a result of, or in connection with, the Merger or to otherwise carry out this Agreement, the general partner of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of the California Partnership, all such deeds, bills of sale, assignments and assurances, and to take and do, in the name and on behalf of the California Partnership all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or to otherwise carry out this Agreement.

     6. Abandonment. At any time prior to consummation of the Merger, this Agreement may be terminated and the Merger may be abandoned without liability to any party hereto upon the mutual consent of the California Partnership and the Delaware Partnership, in their sole discretion and for any reason or for no reason, notwithstanding approval of this Agreement by any of their partners.

     7. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as applied to contracts entered into solely between residents of, and to be performed entirely in, such state.

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     8. No Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any person, entity, or organization other than the parties hereto (and their successors and assigns) any rights or remedies hereunder.

     9. Entire Agreement. This Agreement, together with the Annex hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof. All prior or contemporaneous agreements or understandings between the parties with respect to the subject matter hereof, whether written or oral, are merged herein and shall be of no force or effect. This Agreement cannot be changed, modified, or discharged except by a writing executed and delivered by each of the parties.

     10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

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     IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be signed as of the date first above written.

ANGELES PARTNERS XII
By:	ANGELES REALTY CORPORATION II,
	its Managing General Partner

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

ANGELES PARTNERS XII, LP
By:	ANGELES REALTY CORPORATION II,
	its Managing General Partner

By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

ANNEX A

THIRD AMENDMENT
TO THE
AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII, LP