SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

(Amendment No. 1)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

ANGELES PARTNERS XII, LP

(Name of the Issuer)

ANGELES PARTNERS XII, LP
ANGELES REALTY CORPORATION II
AIMCO ANGELES GP, LLC
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO/IPT, INC.
AIMCO-GP, INC.
AIMCO IPLP, L.P.
COOPER RIVER PROPERTIES, L.L.C.
BROAD RIVER PROPERTIES, L.L.C.
AIMCO AP XII MERGER SUB LLC

(Name of Person(s) Filing Statement)

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

John Bezzant
Executive Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

WITH COPIES TO:

Jonathan Friedman, Esq.	Joseph Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP	Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400	Four Times Square
Los Angeles, CA 90071	New York, NY 10036

     This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	þ	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

     Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

     Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$5,776,955.28	$670.70

*	For purposes of calculating the fee only. This amount was calculated by multiplying the 10,968 limited partnership units held by limited partners unaffiliated with AIMCO Properties, L.P. by $526.71 per limited partnership unit.
**	Calculated by multiplying the transaction valuation of $5,776,955.28 by 0.0001161

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $670.70	Filing Party: Apartment Investment and Management Company; AIMCO Properties, L.P.
Form or Registration No.: Form S-4	Date Filed: July 28, 2011

TABLE OF CONTENTS

ITEM 1. Summary Term Sheet	1
ITEM 2. Subject Company Information	1
ITEM 3. Identity and Background of Filing Person	2
ITEM 4. Terms of the Transaction	2
ITEM 5. Past Contacts, Transactions, Negotiations and Agreements	3
ITEM 6. Purposes of the Transaction and Plans or Proposals	3
ITEM 7. Purposes, Alternatives, Reasons and Effects	3
ITEM 8. Fairness of the Transaction	4
ITEM 9. Reports, Opinions, Appraisals and Negotiations	4
ITEM 10. Source and Amounts of Funds or Other Consideration	4
ITEM 11. Interest In Securities of the Subject Company	5
ITEM 12. The Solicitation or Recommendation	5
ITEM 13. Financial Statements	5
ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used	5
ITEM 15. Additional Information	5
ITEM 16. Exhibits	5
SIGNATURE
EXHIBIT INDEX
EX-99(c)(6)

INTRODUCTION

     This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed by: (1) Angeles Partners XII, LP, a Delaware limited partnership (the “Company” or “AP XII”), the issuer of the equity securities that are the subject of the Rule 13e-3 transaction; (2) Angeles Realty Corporation II, a California corporation and the managing general partner of AP XII (“Angeles Realty II”); (3) AIMCO Angeles GP, LLC, a Delaware limited liability company and the non-managing general partner of AP XII (“Aimco Angeles GP”); (4) AIMCO Properties, L.P., a Delaware limited partnership (“Aimco OP”); (5) Apartment Investment and Management Company, a Maryland corporation (“Aimco”); (6) AIMCO/IPT, Inc., a Delaware corporation and a wholly owned subsidiary of Aimco (“AIMCO/IPT”); (7) AIMCO-GP, Inc., a Delaware corporation and a wholly owned subsidiary of AIMCO/IPT and the general partner of Aimco OP (“Aimco-GP”); (8) AIMCO IPLP, L.P., a Delaware limited partnership of which AIMCO/IPT is the general partner (“AIMCO IPLP”); (9) Cooper River Properties, L.L.C., a Delaware limited liability company of which AIMCO IPLP is the sole member (“Cooper River”); (10) Broad River Properties, L.L.C., a Delaware limited liability company of which AIMCO IPLP is the sole member (“Broad River”); and (11) AIMCO AP XII Merger Sub LLC, a Delaware limited liability company of which Aimco OP is the sole member (“Merger Sub”).

     This Schedule 13E-3 relates to the merger of Merger Sub with and into the Company with the Company as the surviving entity, which is described in the information statement/prospectus which forms a part of the registration statement on Form S-4 filed by Aimco and Aimco OP contemporaneously with this Schedule 13E-3 (the “Information Statement/Prospectus”). A copy of the Information Statement/Prospectus is incorporated by reference in Exhibit (a) to this Schedule 13E-3. The item numbers and responses thereto are provided in accordance with the requirements of Schedule 13E-3.

     Pursuant to General Instruction G of Schedule 13E-3, this Schedule 13E-3 incorporates by reference the information contained in the Information Statement/Prospectus in answer to the items of Schedule 13E-3. The information in the Information Statement/Prospectus, including all annexes and exhibits thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement/Prospectus and the annexes and exhibits thereto. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Information Statement/Prospectus.

      As of the date hereof, the Information Statement/Prospectus is in preliminary form and is subject to completion or amendment.

ITEM 1. Summary Term Sheet

Summary Term Sheet. The information set forth in the Information Statement/Prospectus under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

ITEM 2. Subject Company Information

(a)	Name and Address. The information set forth in the Information Statement/Prospectus under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.
(b)	Securities. The information set forth in the Information Statement/Prospectus under the captions “INFORMATION ABOUT ANGELES PARTNERS XII, LP” and “COMPARATIVE PER SHARE DATA” is incorporated herein by reference.
(c)	Trading Market and Price. The information set forth in the Information Statement/Prospectus under the caption “COMPARATIVE PER SHARE DATA” is incorporated herein by reference.
(d)	Dividends. The information set forth in the Information Statement/Prospectus under the captions “INFORMATION ABOUT ANGELES PARTNERS XII, LP—Distributions to Limited Partners” and “COMPARISON OF AP XII UNITS AND AIMCO OP UNITS” is incorporated herein by reference.
(e)	Prior Public Offerings. Not applicable.

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(f) Prior Stock Purchases. Not applicable.

ITEM 3. Identity and Background of Filing Person

(a)-(c)	This Schedule 13E-3 is being filed by Angeles Partners XII, LP, a Delaware limited partnership (the “Company” or “AP XII”), Angeles Realty Corporation II, a California corporation and the managing general partner of AP XII (“Angeles Realty II”), AIMCO Angeles GP, LLC, a Delaware limited liability company and the non-managing general partner of AP XII (“Aimco Angeles GP”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco OP”), Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO/IPT, Inc., a Delaware corporation (“AIMCO/IPT”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), AIMCO IPLP, L.P., a Delaware limited partnership (“AIMCO IPLP”), Cooper River Properties, L.L.C., a Delaware limited liability company (“Cooper River”), Broad River Properties, L.L.C., a Delaware limited liability company (“Broad River”) and AIMCO AP XII Merger Sub LLC, a Delaware limited liability company (“Merger Sub”).
	Aimco-GP is the general partner of Aimco OP and a wholly owned subsidiary of AIMCO/IPT. Angeles Realty II is the managing general partner of the Company and is a wholly owned subsidiary of AIMCO/IPT. Aimco Angeles GP is the non-managing general partner of the Company and is a wholly owned subsidiary of Aimco OP. AIMCO/IPT is a wholly owned subsidiary of Aimco. Merger Sub was formed solely for the purpose of consummating the merger with the Company, and its sole member is Aimco OP. AIMCO/IPT holds a 70% interest in AIMCO IPLP as its general partner. AIMCO IPLP owns 100% of each of Cooper River and Reedy River.
	The principal business of Aimco, Aimco OP, Aimco-GP, AIMCO/IPT, AIMCO IPLP, Cooper River and Broad River is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of Angeles Realty II is managing the affairs of AP XII. Aimco Angeles GP is the non-managing general partner of AP XII. Merger Sub was formed solely for the purpose of consummating the merger with the Company and does not have any assets or operations. The business address of Aimco, Aimco OP, Aimco-GP, AIMCO/IPT, AIMCO IPLP, Cooper River, Broad River and Merger Sub is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of AP XII, Angeles Realty II and Aimco Angeles GP is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and their telephone number is (864) 239-1000. AP XII is the subject company.
	The information set forth in the Information Statement/Prospectus under the captions “SUMMARY TERM SHEET,” “INFORMATION ABOUT THE AIMCO ENTITIES,” “INFORMATION ABOUT ANGELES PARTNERS XII, LP” and “Annex D—Officers and Directors” is incorporated herein by reference.
	During the last five years, none of Aimco, Aimco OP, Aimco-GP, AIMCO/IPT, AIMCO IPLP, Cooper River, Broad River, AP XII, Angeles Realty II or Aimco Angeles GP nor, to the best of their knowledge, any of the persons listed in Annex D of the Information Statement/Prospectus (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. Terms of the Transaction

(a)(1)	Material Terms. Tender Offers. Not applicable.
(2)	Material Terms. Mergers or Similar Transactions. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS,” “THE MERGER,” “THE MERGER AGREEMENT,” “COMPARISON OF AIMCO OP UNITS AND AIMCO COMMON STOCK,” “COMPARISON OF AP XII UNITS AND AIMCO OP UNITS” and “Annex A—Agreement and Plan of Merger” is incorporated herein by reference.
(c)	Different Terms. In the merger, each unit of limited partnership interest of AP XII (each an “AP XII Unit”) will be converted into the right to receive, at the election of the holder of such unit, either $526.71 in cash or in partnership common units of Aimco OP. However, if Aimco OP determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of Aimco OP in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such

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limited partner will not be entitled to elect partnership common units of Aimco OP, and will receive cash. The information set forth in the Information Statement/Prospectus under the caption “SUMMARY TERM SHEET” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(d)	Appraisal Rights. The information set forth in the Information Statement/Prospectus under the captions “SUMMARY TERM SHEET,” “THE MERGER—Appraisal Rights” “THE MERGER AGREEMENT—Appraisal Rights” and “Annex B—Appraisal Rights of Limited Partners” is incorporated herein by reference.
(e)	Provisions for Unaffiliated Security Holders. There has been no provision made by any filing persons in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing persons or to obtain counsel or appraisal services at the expense of the filing person.
(f)	Eligibility for Listing or Trading. The information set forth in the Information Statement/Prospectus under the captions “COMPARATIVE PER SHARE DATA,” “COMPARISON OF AIMCO OP UNITS AND AIMCO COMMON STOCK” and “COMPARISON OF AP XII UNITS AND AIMCO OP UNITS” is incorporated herein by reference.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements

(a)	Transactions. The information set forth in the Information Statement/Prospectus under the caption “INFORMATION ABOUT ANGELES PARTNERS XII, LP—Certain Relationships and Related Transactions” is incorporated herein by reference.
(b)-(c)	Significant Corporate Events; Negotiations or Contacts. The information set forth in the Information Statement/Prospectus under the captions “THE MERGER—Background of the Merger,” “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger” and “THE MERGER—Determination of Merger Consideration” is incorporated herein by reference.
(e)	Agreements Involving the Subject Company’s Securities. The information set forth in the Information Statement/Prospectus under the captions “THE MERGER AGREEMENT” is incorporated herein by reference.

ITEM 6. Purposes of the Transaction and Plans or Proposals

(b)	Use of Securities Acquired. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS,” “THE MERGER—Background of the Merger” and “THE MERGER—Future Plans for the Properties” is incorporated herein by reference.
(c)(1)-(8)	Plans. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger,” “SPECIAL FACTORS—Effects of the Merger,” “THE MERGER—Background of the Merger,” “THE MERGER—Future Plans for the Properties” and “THE MERGER AGREEMENT—The Merger” is incorporated herein by reference.

ITEM 7. Purposes, Alternatives, Reasons and Effects

(a)	Purposes. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS—Fairness of the Transaction” and “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger” is incorporated herein by reference:
(b)	Alternatives. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger” is incorporated herein by reference.
(c)	Reasons. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger,” is incorporated herein by reference.
(d)	Effects. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Effects of the Merger” is incorporated herein by reference. Aimco’s and its affiliates’ interest in the net book value of AP XII for the period ended December 31, 2010 was $(54,071,000) out of a total $(71,382,000), or 75.7%. Aimco’s and its affiliates’ interest in the losses from continuing operations of AP XII for the year ended December 31, 2010 was

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$(2,162,000) out of a total $(2,855,000), or 75.7%. After completion of the merger, Aimco’s and its affiliates’ interest in the net book value and losses from continuing operations of AP XII will increase to $(71,382,000) and $(2,855,000), respectively, or 100% and 100%, respectively.

ITEM 8. Fairness of the Transaction

(a)-(b)	Fairness / Factors Considered in Determining Fairness. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS—Fairness of the Transaction,” “SPECIAL FACTORS—Opinion of Financial Advisor,” “SPECIAL FACTORS—The Appraisals” and “Annex C—Opinion of Duff & Phelps, LLC” is incorporated herein by reference. The appraisal report dated May 19, 2010 and related supplemental letters dated as of January 3, 2011 and June 9, 2011, each prepared by Cogent Realty Advisors, LLC (“CRA”) and related to Twin Lake Towers Apartments, are included as Exhibits (c)(1) through (c)(3), respectively, to this Schedule 13E-3 and are incorporated herein by reference. The appraisal report dated as of June 1, 2011, prepared by KTR Real Estate Advisors LLC (“KTR”) and related to Hunters Glen Apartments IV, Hunters Glen Apartments V and Hunters Glen Apartments VI, is included as Exhibit (c)(4) to this Schedule 13E-3 and is incorporated herein by reference. The draft of a board presentation dated July 2011, prepared by Duff & Phelps, LLC (the “Draft D&P Presentation”), is included as Exhibit (c)(6) to this Schedule 13E-3 and is incorporated herein by reference.
(c)	Approval of Security Holders. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Fairness of the Transaction” is incorporated herein by reference.
(d)	Unaffiliated Representative. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Fairness of the Transaction” is incorporated herein by reference.
(e)	Approval of Directors. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Fairness of the Transaction” is incorporated herein by reference.
(f)	Other Offers. The information set forth in the Information Statement/Prospectus under the caption “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger” is incorporated herein by reference.

ITEM 9. Reports, Opinions, Appraisals and Negotiations

(a)	Report, Opinion or Appraisal. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS—Fairness of the Transaction,” “SPECIAL FACTORS—Opinion of Financial Advisor,” “SPECIAL FACTORS—The Appraisals,” “Annex C—Opinion of Duff & Phelps, LLC” and “Annex E—Summary of Appraisals Table” is incorporated herein by reference. The appraisal report dated May 19, 2010 and related supplemental letters dated as of January 3, 2011 and June 9, 2011, each prepared by CRA and related to Twin Lake Towers Apartments, are included as Exhibits (c)(1) through (c)(3), respectively, to this Schedule 13E-3 and are incorporated herein by reference. The appraisal report dated as of June 1, 2011, prepared by KTR and related to Hunters Glen Apartments IV, Hunters Glen Apartments V and Hunters Glen Apartments VI, is included as Exhibit (c)(4) to this Schedule 13E-3 and is incorporated herein by reference. The Draft D&P Presentation is included as Exhibit (c)(6) to this Schedule 13E-3 and is incorporated herein by reference.
(b)	Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS—Fairness of the Transaction,” “Special Factors—Opinion of Financial Advisor,” “SPECIAL FACTORS—The Appraisals” and “Annex C—Opinion of Duff & Phelps, LLC” is incorporated herein by reference. The appraisal report dated May 19, 2010 and related supplemental letters dated as of January 3, 2011 and June 9, 2011, each prepared by CRA and related to Twin Lake Towers Apartments, are included as Exhibits (c)(1) through (c)(3), respectively, to this Schedule 13E-3 and are incorporated herein by reference. The appraisal report dated as of June 1, 2011, prepared by KTR and related to Hunters Glen Apartments IV, Hunters Glen Apartments V and Hunters Glen Apartments VI, is included as Exhibit (c)(4) to this Schedule 13E-3 and is incorporated herein by reference. The Draft D&P Presentation is included as Exhibit (c)(6) to this Schedule 13E-3 and is incorporated herein by reference.
(c)	Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested holder of AP XII Units or any representative who has been so designated in writing.

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ITEM 10. Source and Amounts of Funds or Other Consideration

(a)-(d) Sources of Funds; Conditions; Expenses; Borrowed Funds. The information set forth in the Information Statement/Prospectus under the captions “THE MERGER—Expenses and Fees and Source of Funds” and “FEES AND EXPENSES” is incorporated herein by reference.

ITEM 11. Interest In Securities of the Subject Company

(a)	Securities Ownership. The information set forth in the Information Statement/Prospectus under the captions “INFORMATION ABOUT ANGELES PARTNERS XII, LP—Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
(b)	Securities Transactions. Not Applicable.

ITEM 12. The Solicitation or Recommendation

(d)	Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Information Statement/Prospectus under the captions “SUMMARY TERM SHEET,” “THE MERGER—Background of the Merger,” “SPECIAL FACTORS—Fairness of the Transaction,” “THE MERGER—Approvals Required” and “THE MERGER AGREEMENT—Approvals Required” is incorporated herein by reference.
(e)	Recommendations of Others. The information set forth in the Information Statement/Prospectus under the captions “SPECIAL FACTORS—Purposes, Alternatives and Reasons for the Merger,” “THE MERGER—Background of the Merger,” “SPECIAL FACTORS—Fairness of the Transaction,” “THE MERGER—Approvals Required” and “THE MERGER AGREEMENT—Approvals Required” is incorporated herein by reference.

ITEM 13. Financial Statements

(a)	Financial Information. The information set forth in the Information Statement/Prospectus under the captions “SELECTED SUMMARY HISTORICAL FINANCIAL DATA OF ANGELES PARTNERS XII, LP,” “Annex F—AP XII’s Annual Report on Form 10-K for the year ended December 31, 2010” and “Annex G—AP XII’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011” is incorporated herein by reference.
(b)	Pro Forma Information. Not applicable.

ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)-(b) Solicitations or Recommendations. The information set forth in the Information Statement/Prospectus under the captions “FEES AND EXPENSES” is incorporated herein by reference.

ITEM 15. Additional Information

(b) Other Material Information. The information set forth in the Information Statement/Prospectus, including all annexes and exhibits thereto, is incorporated herein by reference. The Schedule 13E-3 will be amended to specifically list any documents filed in the future that are incorporated by reference into the Registration Statement on Form S-4 filed by Aimco and Aimco OP.

ITEM 16. Exhibits

(a)

Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175848, filed by Aimco and Aimco OP on September 2, 2011 is incorporated herein by reference).

(b)

Eleventh Amendment to Senior Secured Credit Agreement, dated as of May 20, 2011, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed by Aimco on August 1, 2011 is incorporated herein by reference).

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(c)(1)	Appraisal Report, dated as of May 19, 2010, by Cogent Realty Advisors, LLC, related to Twin Lake Towers Apartments (Exhibit 99.1 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(2)	Supplemental Letter, dated as of January 3, 2011, by Cogent Realty Advisors, LLC, related to Twin Lake Towers Apartments (Exhibit 99.2 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(3)	Supplemental Letter, dated as of June 9, 2011, by Cogent Realty Advisors, LLC, related to Twin Lake Towers Apartments (Exhibit 99.3 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(4)	Appraisal Report, dated as of June 1, 2011, by KTR Real Estate Advisors LLC, related to Hunters Glen Apartments IV, Hunters Glen Apartments V and Hunters Glen Apartments VI (Exhibit 99.4 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(5)	Opinion of Duff & Phelps, LLC, dated as of July 28, 2011 (Annex C to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(6)	Draft Board Presentation dated July 2011, prepared by Duff & Phelps, LLC.
(d)	Agreement and Plan of Merger, dated July 28, 2011 (Exhibit 10.1 to the Current Report on Form 8-K filed by AP XII on July 28, 2011 is incorporated herein by reference).
(f)	Appraisal Rights of Limited Partners (Annex B to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(g)	Not applicable.

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SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

ANGELES PARTNERS XII, LP
By:	ANGELES REALTY CORPORATION II,
	Its Managing General Partner
	By:	/s/ Trent A. Johnson
		Name:	Trent A. Johnson
		Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

ANGELES REALTY CORPORATION II
By:	/s/ Trent A. Johnson
	Name:	Trent A. Johnson
	Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

AIMCO ANGELES GP LLC
By:	AIMCO PROPERTIES, L.P.,
	Its Sole Member
	By:	AIMCO-GP, INC.,
		Its General Partner
		By:	/s/ Trent A. Johnson
			Name:	Trent A. Johnson
			Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.,
	Its General Partner
	By:	/s/ Trent A. Johnson
		Name:	Trent A. Johnson
		Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By:	/s/ Trent A. Johnson
	Name:	Trent A. Johnson
	Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

AIMCO/IPT, INC.
By:	/s/ Trent A. Johnson
	Name:	Trent A. Johnson
	Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

AIMCO-GP, INC.
By:	/s/ Trent A. Johnson
	Name:	Trent A. Johnson
	Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

AIMCO IPLP, L.P.
By:	AIMCO/IPT, INC.,
	Its General Partner
	By:	/s/ Trent A. Johnson
		Name:	Trent A. Johnson
		Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

COOPER RIVER PROPERTIES, L.L.C.
By:	AIMCO IPLP, L.P.,
	Its Sole Member
	By:	AIMCO/IPT, Inc.,
		Its General Partner
		By:	/s/ Trent A. Johnson
			Name:	Trent A. Johnson
			Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

BROAD RIVER PROPERTIES, L.L.C.
By:	AIMCO IPLP, L.P.,
	Its Sole Member
	By:	AIMCO/IPT, INC.,
		Its General Partner
		By:	/s/ Trent A. Johnson
			Name:	Trent A. Johnson
			Title:	Vice President and Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 2, 2011

AIMCO AP XII MERGER SUB LLC
By:	AIMCO PROPERTIES, L.P.,
	Its Sole Member
	By:	AIMCO-GP, INC.,
		Its General Partner
		By:	/s/ Trent A. Johnson
			Name:	Trent A. Johnson
			Title:	Vice President and Assistant General Counsel

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
(a)	Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175848, filed by Aimco and Aimco OP on September 2, 2011 is incorporated herein by reference).
(b)	Eleventh Amendment to Senior Secured Credit Agreement, dated as of May 20, 2011, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent, swing line Lender and L/C issuer, and the Lenders party thereto (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 filed by Aimco on August 1, 2011 is incorporated herein by reference).
(c)(1)	Appraisal Report, dated as of May 19, 2010, by Cogent Realty Advisors, LLC, related to Twin Lake Towers Apartments (Exhibit 99.1 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(2)	Supplemental Letter, dated as of January 3, 2011, by Cogent Realty Advisors, LLC, related to Twin Lake Towers Apartments (Exhibit 99.2 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(3)	Supplemental Letter, dated as of June 9, 2011, by Cogent Realty Advisors, LLC, related to Twin Lake Towers Apartments (Exhibit 99.3 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(4)	Appraisal Report, dated as of June 1, 2011, by KTR Real Estate Advisors LLC, related to Hunters Glen Apartments IV, Hunters Glen Apartments V and Hunters Glen Apartments VI (Exhibit 99.4 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(5)	Opinion of Duff & Phelps, LLC, dated as of July 28, 2011 (Annex C to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(6)	Draft Board Presentation dated July 2011, prepared by Duff & Phelps, LLC.
(d)	Agreement and Plan of Merger, dated July 28, 2011 (Exhibit 10.1 to the Current Report on Form 8-K filed by AP XII on July 28, 2011 is incorporated herein by reference).
(f)	Appraisal Rights of Limited Partners (Annex B to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(g)	Not applicable.

EX-99.C.6

Exhibit (c)(6)

Aimco Properties, L.P. July 2011 Fairness Analysis CONFIDENTIAL – DRAFT – FOR DISCUSSION PURPOSES ONLY AIMCO D84384_1

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 2 Duff & Phelps Disclaimer

• The following pages contain material that was provided by Duff & Phelps, LLC (“Duff & Phelps”) to the Boards (as herein defined) to

consider the Proposed Transactions, as herein defined. • The accompanying material was compiled on a confidential basis for the sole use of the Boards and not with a view toward public

disclosure. • The information utilized in preparing this document was obtained from Aimco OP (as herein defined) and public sources. Any

estimates and projections contained herein have been prepared by the senior management of Aimco OP and involve numerous and significant subjective determinations, which may or may not prove to be correct. No representation or warranty, expressed or

implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future. Duff & Phelps did not attempt to independently verify such information.

• Because this material was prepared for use in the context of an oral presentation to the Boards, who are familiar with the business and affairs of Aimco OP, Duff & Phelps does not take any responsibility for the accuracy or completeness of any of the material if

used by persons other than those listed above. • These materials are not intended to represent an opinion but rather to serve as discussion materials for the Boards to review and as

a basis upon which Duff & Phelps may render opinions. • An opinion: (i) does not address the merits of the underlying business decision to enter into the Proposed Transactions versus any

alternative strategy or transaction; (ii) does not address any transaction related to each Proposed Transaction; (iii) is not a recommendation as to how any party should vote or act with respect to any matters relating to each Proposed Transaction or any

related transactions, or whether to proceed with the Proposed Transactions or any related transaction, and (iv) would not create any

fiduciary duty on Duff & Phelps’ part to any party. D84384_2

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 3 Table of Contents

I. Introduction and Background II. Valuation Analysis

- Angeles Income Properties, Ltd. 6 - Angeles Partners XII

- Consolidated Capital Institutional Properties/2 LP — Series A - Consolidated Capital Institutional Properties/3 LP

- Consolidated Capital Properties IV LP - Century Properties Fund XV

- Century Properties Fund XVII - Century Properties Fund XIX LP

- National Property Investors 4 - National Property Investors 6

Appendix

A. Assumptions, Qualifications and Limiting Conditions B. Property Value Allocation Waterfalls

C. Apartment Investment & Management Co. Trading History D84384_3

I. Introduction and Background D84384_4

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 5 Introduction and Background

The Engagement

• Aimco Properties, L.P. (the “Aimco OP”) has engaged Duff & Phelps, LLC (“Duff & Phelps”) to serve as an independent financial advisor to Aimco-GP, Inc., the general partner (the “General Partner”) of Aimco OP (solely in its capacity as such), the board of

directors of the General Partner (the “GP Board”), the board of directors of Apartment Investment and Management Company

(“Aimco”), the parent of the General Partner, (the “Aimco Board”), and the boards of directors (or other managing body) of the

Partnerships (as defined herein) and the general partners of the Partnerships being collectively referred to herein as the “LP GP” and the boards of directors (or other managing body) of the LP GP being collectively referred to herein as the “LP GP Board”, and

collectively with the General Partner, the GP Board, the Aimco Board, and the LP GP Board, the “Boards”), to provide an opinion

(the “Opinion”) as to the fairness, from a financial point of view, to the limited partners of the Partnerships not affiliated with Aimco

OP (the “Unaffiliated Limited Partners”) of the consideration to be offered by Aimco OP in each Proposed Transaction (defined below) (without giving effect to any impact of each Proposed Transaction on any particular Unaffiliated Limited Partner other than in

its capacity as an Unaffiliated Limited Partner).

The Proposed Transaction

• The proposed transaction (the “Proposed Transaction”) for each of the Partnerships (collectively, the “Proposed Transactions”) generally involves the a merger of a wholly owned subsidiary of Aimco OP into the Partnership, in most cases following the

conversion of the Partnership to a new Delaware limited partnership (each a “New Partnership”), in which each unit of limited partnership interest in a Partnership or New Partnership held by the Unaffiliated Limited Partners will be converted into the right to

receive, at the election of such Unaffiliated Limited Partner, either (a) cash (the “Cash Consideration”) or (b) a number of partnership common units of Aimco OP (“OP Units”) equal to the Cash Consideration divided by the average closing price of common stock of

Aimco over the ten consecutive days ending on the second trading day immediately prior to the consummation of the merger, except in those jurisdictions where the law prohibits the offer of OP Units (or registration or qualification would be prohibitively costly) (such

cash and OP Units being the “Transaction Consideration”). • Duff & Phelps will opine as to as to the fairness, from a financial point of view, to the Unaffiliated Limited Partners of each of the

Partnerships of the consideration to be offered by Aimco OP in the Proposed Transactions relating to that Partnership (without giving effect to any impact of the Proposed Transactions on any particular Unaffiliated Limited Partner other than in its capacity as an

Unaffiliated Limited Partner). • The OP Units are not listed on any securities exchange nor do they trade in an active secondary market. However, after a one-year

holding period, OP Units are redeemable for shares of Aimco common stock (on a one-for-one basis) or cash equal to the value of such shares, as Aimco elects. Aimco’s common stock is listed and traded on the NYSE under the symbol “AIV”.

D84384_5

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 6 Introduction and Background

Scope of Analysis • In connection with our analysis, Duff & Phelps has made such reviews, analyses and inquiries as we have deemed necessary and

appropriate under the circumstances. • Reviewed the following documents:

- Reviewed each Partnership’s property level internal unaudited financial statements for the five months ended May 31, 2011 and the Partnership’s property level unaudited annual financial statements for each of the three fiscal years ended December 31,

2010; - Reviewed other internal documents relating to the history, current operations, and probable future outlook of the Partnership,

including financial projections, provided to Duff & Phelps by management of Aimco OP. - Reviewed a letter dated July [ ], 2011 from the management of Aimco OP which made certain representations as to historical

financial statements, financial projections and the underlying assumptions, the Appraisal (defined below), and a pro forma schedule of assets and liabilities (including identified contingent liabilities) for the Partnership; and

- Reviewed documents related to the Proposed Transactions, including certain portions of drafts of the Information

Statements/Prospectuses relating to the Proposed Transactions and certain portions of the exhibits and annexes thereto

(collectively, the “Prospectuses”), and drafts of each Agreement and Plan of Conversion and Merger or Agreement and Plan of

Merger, as applicable, relating to the Proposed Transactions (such drafts, the “Agreements”), and certain other documents related

to the Proposed Transactions. • Reviewed the following information and/or documents related to the real estate holdings of the Partnership:

- Reviewed previously completed appraisal reports associated with the property or properties, as applicable, owned by the

Partnership (such property or properties referred to herein as the “Properties”) prepared by KTR Real Estate Advisors LLC and/or

Cogent Realty Advisors, LLC as of, or around, May 31, 2011 (each an “Appraisal”) and provided to Duff & Phelps by management

of Aimco OP; - Reviewed facts and circumstances related to each Property to understand factors relevant to the Appraisal;

- Performed a site visit of certain Properties; and - Reviewed market data for each of the subject markets and assessed current supply and demand trends.

D84384_6

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 7 Introduction and Background

Scope of Analysis (Continued) • Reviewed the following information and/or documents related to the Properties:

- Reviewed operating statements and balance sheets for the twelve month periods ending December 31, 2008, 2009, and 2010;

- Reviewed the year-to-date operating statement and balance sheet for the five month period ending May 31, 2011;

- Reviewed budgeted financial statements for the twelve month period ending December 31, 2011; - Reviewed rent rolls prepared as of April 2011; and

- Discussed the information referred to above and the background and other elements of the Proposed Transactions with the

management of Aimco OP. • Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

D84384_7

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 8 Introduction and Overview

Overall Portfolio Summary

Partnership/Property Summary

Partnership/Property City, State # of Units Year Built Occupancy NOI

Angeles Income Properties, Ltd 6

Lazy Hollow Columbia, MD 178 1979 96.6% $1,586,878

Angeles Partners XII

Twin Lake Towers Westmont, IL 399 1970 94.0% $2,850,201 The Hunters Glen Plainsboro, NJ 896 1976 96.3% $5,951,900

Total Partnership 1,295 $8,802,101

Consolidated Capital Institutional Properties/2 LP Series A

Highcrest Townhomes Woodridge, IL 176 1970 95.0% $1,292,485

Consolidated Capital Institutional Properties/3 LP

Tamarac Village Denver, CO 564 1977 97.0% $2,540,270 Cedar Rim Newcastle, WA 104 1981 100.0% $643,862

Total Partnership 668 $3,184,132

Consolidated Capital Properties IV LP

Post Ridge Nashville, TN 150 1973 98.0% $688,943 865 Bellevue Nashville, TN 326 1971 98.0% $1,844,506

Arbours of Hermitage Nashville, TN 350 1972 97.0% $1,294,274 Total Partnership 826 $3,827,723

Century Properties Fund XV

Lakeside Place Houston, TX 734 1975/1976 94.0% $3,154,490

Century Properties Fund XVII

Peakview Place Englewood, CO 296 1975 99.0% $1,820,011 Creekside Denver, CO 328 1978 99.0% $1,398,722

Village in the Woods Cypress, TX 530 1983 92.0% $2,080,628 Total Partnership 1,154 $5,299,361

Century Properties Fund XIX LP

Tamarind Bay St Petersburg, FL 200 1980 92.5% $668,600 Peak at Vinings Mountain Atlanta, GA 280 1981 97.0% $1,814,081

Lakeside at Vinings Mountain Atlanta, GA 220 1982 95.0% $1,624,357 Greenspoint at Paradise Valley Phoenix, AZ 336 1983 92.0% $1,546,392

Total Partnership 1,036 $5,653,430

National Property Investors 4

Village of Pennbrook Levittown, PA 722 1969 97.2% $4,956,443

National Property Investors 6

Colony at Kenilworth Townson MD 383 1967 93.2% $2,510,662

OVERALL TOTAL 7,172 $40,267,705

D84384_8

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 9 Introduction and Background

Concluded Partnership LP Unit Values • The concluded value ranges per LP unit for each of the limited partnerships (collectively, the “Partnerships”) are shown below.

Partnership Summary

($ in thousands, except per unit prices)

Value Per LP Unit

Partnership

Unaffiliated LP

Ownership %

Proposed Transaction

Value per LP Unit Low High

Angeles Income Properties, Ltd. 6 41.0% $252.40 $239.86 — $285.85 Angeles Partners XII 24.3% $526.71 $423.46 — $600.47

Consolidated Capital Institutional Properties/2 LP — Series A 26.6% $8.45 $7.57 — $9.33 Consolidated Capital Institutional Properties/3 LP 34.2% $59.36 $54.19 — $65.31

Consolidated Capital Properties IV LP 29.5% $57.44 $51.76 — $63.70 Century Properties Fund XV 32.0% $45.61 $30.51 — $62.86

Century Properties Fund XVII 37.2% $311.18 $277.83 — $345.67 Century Properties Fund XIX LP 29.4% $352.02 $315.31 — $388.73

National Property Investors 4 20.1% $195.27 $162.94 — $234.06 National Property Investors 6 29.8% $41.08 $25.31 — $51.60

D84384_9

II. Valuation Analysis D84384_10

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 11 Valuation Analysis

Key Assumptions and Methodology • The value attributable to the interests of the Unaffiliated Limited Partners was determined as follows:

- Duff & Phelps reviewed and concurred with third party appraisals for each of the Properties that were provided by Management of

Aimco OP. - The range of value attributable to the interests of the Unaffiliated Limited Partners was determined based on aggregate appraised value of the Properties, plus the amount of the Partnership’s other assets, less the amount of its liabilities, including the market

value of mortgage debt (but without deducting any prepayment penalties thereon). • The third party appraisals utilized an income approach (direct capitalization method only) and sales comparison approach for each of

the subject properties. - Overall Capitalization rates ranged from 5.50% to 7.50% with an average of 6.53%.

- Occupancies of the subject properties ranged from 92% to 100%. - Concluded values per the provided appraisals ranged from $48,000 to $146,067 per unit with an average of $88,988 per unit.

• Duff & Phelps estimated a valuation range for each of the properties by applying a 25 basis point range around the overall rate used

by the third party appraisal firm in their direct capitalization method. • A discussion and analysis of the estimation of the fair market value of debt can be found in the following pages.

• In addition, two properties (Arbours of Hermitage and Post Ridge) have ongoing issues concerning asbestos in place at the facilities.

Based on a review of the appraisals as well as conversations with the client, it was determined that the cost of the environmental

concerns was adequately addressed within the appraisals. • Based on our analysis, the appraised value for each of the properties was determined to be reasonable. The valuation range as well

the concluded value for each of the properties can be found in the following table. D84384_11

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 12 Valuation Analysis

Summary Property Values

Property Value Summary

Property Value Range 1 Concluded Value

Concluded

Property Value per

Residential Unit

Concluded

Property Value per

Sq Ft OAR 2 Appraisal Firm

Angeles Income Properties, Ltd 6

Lazy Hollow $25,400,000 — $27,600,000 $26,000,000 $146,067 $148 6.00% KTR Real Estate Advisors, LLC

Angeles Partners XII

Twin Lake Towers $43,800,000 — $47,500,000 $45,600,000 $114,286 $132 6.25% Cogent Realty Advisors, LLC

The Hunter Glen $88,200,000 — $95,200,000 $92,000,000 $102,679 $142 6.50% KTR Real Estate Advisors, LLC

Total Partnership Value $132,000,000 $142,700,000 $137,600,000

Consolidated Capital Institutional Properties/2 LP Series A

Highcrest Townhomes $19,100,000 — $20,700,000 $19,900,000 $113,068 $97 6.50% Cogent Realty Advisors, LLC

Consolidated Capital Institutional Properties/3 LP

Tamarac Village $39,100,000 — $42,300,000 $40,600,000 $71,986 $99 6.25% Cogent Realty Advisors, LLC Cedar Rim $11,200,000 — $12,300,000 $11,700,000 $112,500 $107 5.50% KTR Real Estate Advisors, LLC

Total Partnership Value $50,300,000 $54,600,000 $52,300,000

Consolidated Capital Properties IV LP

Post Ridge $9,200,000 — $9,800,000 $9,500,000 $63,333 $43 7.25% Cogent Realty Advisors, LLC 865 Bellevue $28,400,000 — $30,700,000 $29,500,000 $90,491 $82 6.25% Cogent Realty Advisors, LLC

Arbours of Hermitage $17,300,000 — $18,500,000 $17,850,000 $51,000 $46 7.25% Cogent Realty Advisors, LLC

Total Partnership Value $54,900,000 $59,000,000 $56,850,000

Century Properties Fund XV

Lakeside Place $42,100,000 — $45,100,000 $43,500,000 $59,264 $56 7.25% Cogent Realty Advisors, LLC

Century Properties Fund XVII

Peakview Place $27,000,000 — $29,100,000 $28,000,000 $94,595 $106 6.50% Cogent Realty Advisors, LLC Creekside $21,500,000 — $23,300,000 $22,400,000 $68,293 $114 6.25% Cogent Realty Advisors, LLC

Village in the Woods $27,700,000 — $29,700,000 $28,700,000 $54,151 $55 7.25% Cogent Realty Advisors, LLC

Total Partnership Value $76,200,000 $82,100,000 $79,100,000

Century Properties Fund XIX LP

Tamarind Bay $9,200,000 — $9,900,000 $9,600,000 $48,000 $66 7.00% KTR Real Estate Advisors, LLC Peak at Vinings Mountain $29,000,000 — $31,500,000 $30,200,000 $107,857 $111 6.00% Cogent Realty Advisors, LLC

Lakeside at Vinings Mountain $26,000,000 — $28,200,000 $27,100,000 $123,182 $122 6.00% Cogent Realty Advisors, LLC

Greenspoint at Paradise Valley $24,700,000 — $26,900,000 $25,800,000 $76,786 $93 6.00% Cogent Realty Advisors, LLC

Total Partnership Value $88,900,000 $96,500,000 $92,700,000

National Property Investors 4

Village of Pennbrook $64,000,000 — $68,400,000 $66,000,000 $91,413 $100 7.50% KTR Real Estate Advisors, LLC

National Property Investors 6

Colony at Kenilworth $37,200,000 — $40,200,000 $39,000,000 $101,828 $114 6.50% KTR Real Estate Advisors, LLC

1 Based on range of overall rates 2 Overall rate implied by value conclusion

D84384_12

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 13 Debt Analysis

Key Assumptions and Methodology • The market value of mortgage debt for each of the Properties was estimated by management of Aimco OP using an income

approach which discounted the remaining principal and interest payments through the maturity or the date at which the loan becomes prepayable without penalty. Management used a discount rate equal to the appropriate duration U.S. treasury plus a

spread based on the leverage of the mortgage. • A mark-to-market adjustment was then calculated as the difference between the book value of the unpaid balance on the mortgage

debt and the estimated market value of the mortgage debt. • Duff & Phelps reviewed management’s valuation methodology and the determination of the appropriate current market yield on

mortgage debt of similar type, leverage and duration, and found them to be reasonable. D84384_13

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 14 Valuation Analysis

Debt Analysis Summary

Property Debt Analysis

Property

Mortgage

Balance

90% of

Appraised Value LTV

Remaining

Term (Years)

Coupon

Rate

Market

rate FMV of Debt

MTM

Adjustment

Angeles Income Properties, Ltd 6

Lazy Hollow $7,559,792 9.09 6.04% 5.08% $8,056,280 $496,488 Lazy Hollow $6,264,084 9.09 5.88% 5.08% $6,606,217 $342,133

Partnership Total $13,823,876 $23,400,000 59.08% $14,662,497 $838,621

Angeles Partners XII

Twin Lake Towers $26,604,342 $41,040,000 64.83% 8.59 5.49% 4.63% $28,123,948 $1,519,606 The Hunter Glen $66,713,000 $82,800,000 80.57% 9.76 5.47% 5.09% $68,239,934 $1,526,934

Partnership Total $93,317,342 $123,840,000 75.35% $96,363,882 $3,046,540

Consolidated Capital Institutional Properties/2 LP Series A

Highcrest Townhomes $10,658,285 $17,910,000 59.51% 6.34 6.17% 4.47% $11,618,072 $959,787

Consolidated Capital Institutional Properties/3 LP

Tamarac Village $15,578,742 9.84 7.45% 5.14% $18,206,304 $2,627,562 Tamarac Village $2,555,521 9.84 6.48% 5.14% $2,803,102 $247,581

Total $18,134,263 $36,540,000 49.63% $21,009,406 $2,875,143 Cedar Rim $3,803,101 9.68 7.49% 5.36% $4,380,550 $577,450

Cedar Rim $3,931,848 9.68 6.45% 5.36% $4,234,111 $302,263 Total $7,734,949 $10,530,000 73.46% $8,614,661 $879,712

Partnership Total $25,869,212 $47,070,000 54.96% $29,624,067 $3,754,855

Consolidated Capital Properties IV LP

Post Ridge $3,929,256 9.60 6.67% 6.01% $4,286,149 $356,893 Post Ridge $1,996,151 8.59 5.93% 5.89% $2,088,560 $92,409

Total $5,925,407 $8,550,000 69.30% $6,374,709 $449,303 865 Bellevue $18,848,897 $26,550,000 70.99% 7.51 6.34% 5.06% $20,284,311 $1,435,414

Arbours of Hermitage $9,973,075 $16,065,000 62.08% 4.01 5.06% 3.67% $10,475,174 $502,099 Partnership Total $34,747,378 $51,165,000 67.91% $37,134,194 $2,386,815

Century Properties Fund XV

Lakeside Place $17,901,500 8.76 8.34% 5.64% $21,655,610 $3,754,111 Lakeside Place $8,643,187 8.76 6.10% 5.64% $9,147,316 $504,129

Partnership Total $26,544,686 $39,150,000 67.80% $30,802,926 $4,258,239 D84384_14

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 15 Valuation Analysis

Debt Analysis Summary

Property Debt Analysis

Property

Mortgage

Balance

90% of

Appraised Value LTV

Remaining

Term (Years)

Coupon

Rate

Market

rate FMV of Debt

MTM

Adjustment

Century Properties Fund XVII

Peakview Place $9,414,338 8.34 7.99% 4.84% $11,347,646 $1,933,309 Peakview Place $3,089,281 6.59 5.93% 4.67% $3,299,402 $210,121

Total $12,503,619 $25,200,000 49.62% $14,647,048 $2,143,429 Creekside $12,869,000 $20,160,000 63.83% 9.76 5.59% 4.78% $13,570,215 $701,215

Village in the Woods $10,855,354 8.68 8.56% 5.41% $13,282,347 $2,426,994 Village in the Woods $8,306,948 8.68 6.43% 5.41% $8,970,188 $663,240

Total $19,162,301 $25,830,000 74.19% $22,252,536 $3,090,234 Partnership Total $44,534,920 $71,190,000 62.56% $50,469,799 $5,934,879

Century Properties Fund XIX LP

Tamarind Bay $3,816,101 10.01 7.11% 5.45% $4,267,374 $451,272 Tamarind Bay $2,983,466 10.01 6.31% 5.45% $3,168,741 $185,275

Total $6,799,567 $8,640,000 78.70% $7,436,115 $636,548 Peak at Vinings Mountain $15,828,000 $27,180,000 58.23% 9.76 5.54% 4.78% $16,632,834 $804,834

Lakeside at Vinings Mountain $14,982,000 $24,390,000 61.43% 9.76 5.53% 4.78% $15,732,916 $750,916 Greenspoint at Paradise Valley $9,532,918 0.92 5.31% 3.45% $9,731,580 $198,662

Greenspoint at Paradise Valley $2,849,941 0.92 5.79% 3.45% $2,923,856 $73,915 Greenspoint at Paradise Valley $1,663,385 0.92 5.82% 3.45% $1,706,445 $43,059

Greenspoint at Paradise Valley $1,663,385 0.92 5.82% 3.45% $1,706,445 $43,060 Total $15,709,629 $23,220,000 67.66% $16,068,326 $358,696

Partnership Total $53,319,197 $83,430,000 63.91% $55,870,191 $2,550,994

National Property Investors 4

Village of Pennbrook $24,914,144 10.01 7.06% 5.48% $27,713,714 $2,799,570 Village of Pennbrook $12,961,492 10.01 6.32% 5.48% $13,746,960 $785,467

Village of Pennbrook $9,660,074 9.76 6.62% 5.48% $10,437,808 $777,733 Partnership Total $47,535,711 $59,400,000 80.03% $51,898,482 $4,362,770

National Property Investors 6

Colony at Kenilworth $11,538,101 9.84 7.58% 5.38% $13,369,270 $1,831,169 Colony at Kenilworth $12,452,180 7.84 5.93% 5.09% $13,107,500 $655,320

Partnership Total $23,990,281 $35,100,000 68.35% $26,476,770 $2,486,490 D84384_15

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 16 Valuation Analysis

Debt Analysis Summary • Market interest rates were based on an analysis of interest rates for selected loans of similar type, leverage, and

duration. • Duff & Phelps analyzed Treasury yields, current mortgage spreads, industry surveys, and spoke to commercial

mortgage market participants and determined that Aimco OP’s estimates of market yields were reasonable.

1.30% 1.50%

1.70% 1.90%

2.10% 2.30%

2.50% 2.70%

2.90% 3.10%

3.30% 45% 50% 55% 60% 65% 70% 75%

Spread over Treasury Yield

LTV

Interest Rate Spreads vs LTV

Aimco — 5 Year Aimco — 7 Year Aimco — 10 Year 5 Year — Market Est ¹ 10 Year — Market Est ¹ Market Ave ²

¹Cushman & Wakefield , Capital Markets Update, June 6, 2011 ²RealtyRates.com Investor Survey — 2nd Quarter 2011

D84384_16

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 17 Valuation Analysis

Angeles Income Properties, Ltd. 6 • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Angeles Income Properties, Ltd. 6 — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Lazy Hollow $25,400,000 $26,000,000 $27,600,000

Debt Summary Book Value of Debt $13,892,548 $13,892,548 $13,892,548

Fair Value of Debt $14,731,169 $14,731,169 $14,731,169 Fair Value as a % of Book 106% 106% 106%

LP Interest Summary Proceeds Distributable to LPs $11,347,927 $11,941,333 $13,523,749

Affiliated LP Units 27,739 27,739 27,739 59% Unaffiliated LP Units 19,572 19,572 19,572 41%

Total LP Units 47,311 47,311 47,311

Value Per LP Unit $239.86 $252.40 $285.85

D84384_17

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 18 Valuation Analysis

Angeles Partners XII • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Angeles Partners XII — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Twin Lake Towers $43,800,000 $45,600,000 $47,500,000

The Hunters Glen $88,200,000 $92,000,000 $94,100,000 Total $132,000,000 $137,600,000 $141,600,000

Debt Summary Book Value of Debt $93,438,913 $93,438,913 $93,438,913

Fair Value of Debt $96,485,453 $96,485,453 $96,485,453 Fair Value as a % of Book 103% 103% 103%

LP Interest Summary Proceeds Distributable to LPs $18,936,413 $23,553,613 $26,851,613

Affiliated LP Units 33,750 33,750 33,750 75% Unaffiliated LP Units 10,968 10,968 10,968 25%

Total LP Units 44,718 44,718 44,718

Value Per LP Unit $423.46 $526.71 $600.47

D84384_18

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 19 Valuation Analysis

Consolidated Capital Institutional Properties/2 LP • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Consolidated Capital Institutional Properties/2 LP — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Highcrest Townhomes $19,100,000 $19,900,000 $20,700,000

Debt Summary Book Value of Debt $10,713,018 $10,713,018 $10,713,018

Fair Value of Debt $11,672,805 $11,672,805 $11,672,805 Fair Value as a % of Book 109% 109% 109%

LP Interest Summary Proceeds Distributable to LPs $6,880,057 $7,680,057 $8,480,057

Affiliated LP Units 574,447 574,447 574,447 63% Unaffiliated LP Units 334,052 334,052 334,052 37%

Total LP Units 908,499 908,499 908,499

Value Per LP Unit $7.57 $8.45 $9.33

D84384_19

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 20 Valuation Analysis

Consolidated Capital Institutional Properties/3 LP • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Consolidated Capital Institutional Properties/3 LP — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Taramac Village $39,100,000 $40,600,000 $42,300,000

Cedar Rim $11,200,000 $11,700,000 $12,300,000 Total $50,300,000 $52,300,000 $54,600,000

Debt Summary Book Value of Debt $26,024,461 $26,024,461 $26,024,461

Fair Value of Debt $29,779,317 $29,779,317 $29,779,317 Fair Value as a % of Book 114% 114% 114%

LP Interest Summary Proceeds Distributable to LPs $20,752,262 $22,732,262 $25,009,262

Affiliated LP Units 239,212 239,212 239,212 62% Unaffiliated LP Units 143,714 143,714 143,714 38%

Total LP Units 382,926 382,926 382,926

Value Per LP Unit $54.19 $59.36 $65.31

D84384_20

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 21 Valuation Analysis

Consolidated Capital Properties IV LP • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Consolidated Capital Properties IV LP — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Post Ridge $9,200,000 $9,500,000 $9,800,000

865 Bellevue $28,400,000 $29,500,000 $30,700,000 Arbours of Hermitage $17,300,000 $17,850,000 $18,500,000

Total $54,900,000 $56,850,000 $59,000,000 Debt Summary

Book Value of Debt $34,905,791 $34,905,791 $34,905,791 Fair Value of Debt $37,292,606 $37,292,606 $37,292,606

Fair Value as a % of Book 107% 107% 107% LP Interest Summary

Proceeds Distributable to LPs $17,740,438 $19,687,438 $21,834,438 Affiliated LP Units 237,779 237,779 237,779 69%

Unaffiliated LP Units 104,981 104,981 104,981 31%

Total LP Units 342,759 342,759 342,759

Value Per LP Unit $51.76 $57.44 $63.70

D84384_21

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 22 Valuation Analysis

Century Properties Fund XV • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Century Properties Fund XV — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Lakeside Place $42,100,000 $43,500,000 $45,100,000

Debt Summary Book Value of Debt ($26,712,881) ($26,712,881) ($26,712,881)

Fair Value of Debt ($30,971,121) ($30,971,121) ($30,971,121) Fair Value as a % of Book 116% 116% 116%

LP Interest Summary Proceeds Distributable to LPs $2,745,331 $4,103,611 $5,655,931

Affiliated LP Units 65,841 65,841 65,841 73% Unaffiliated LP Units 24,134 24,134 24,134 27%

Total LP Units 89,975 89,975 89,975

Value Per LP Unit $30.51 $45.61 $62.86

D84384_22

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 23 Valuation Analysis

Century Properties Fund XVII • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Century Properties Fund XVII — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value PeakView Place $27,000,000 $28,000,000 $29,100,000

Creekside $21,500,000 $22,400,000 $23,300,000 Village in the Woods $27,700,000 $28,700,000 $29,700,000

Total $76,200,000 $79,100,000 $82,100,000 Debt Summary

Book Value of Debt $44,734,627 $44,734,627 $44,734,627 Fair Value of Debt $50,669,506 $50,669,506 $50,669,506

Fair Value as a % of Book 113% 113% 113% LP Interest Summary

Proceeds Distributable to LPs $20,837,234 $23,338,194 $25,925,394 Affiliated LP Units 52,866 52,866 52,866 70%

Unaffiliated LP Units 22,134 22,134 22,134 30%

Total LP Units 75,000 75,000 75,000

Value Per LP Unit $277.83 $311.18 $345.67

D84384_23

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 24 Valuation Analysis

Century Properties Fund XIX • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

Century Properties Fund XIX LP — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Tamarind Bay $9,200,000 $9,600,000 $9,900,000

The Peaks at Vinings Mountain $29,000,000 $30,200,000 $31,500,000 Lakeside at Vinings Mountain $26,000,000 $27,100,000 $28,200,000

Greenspoint at Paradise Valley $24,700,000 $25,800,000 $26,900,000 Total $88,900,000 $92,700,000 $96,500,000

Debt Summary Book Value of Debt $53,421,306 $53,421,306 $53,421,306

Fair Value of Debt $55,972,299 $55,972,299 $55,972,299 Fair Value as a % of Book 105% 105% 105%

LP Interest Summary Proceeds Distributable to LPs $28,149,042 $31,426,162 $34,703,282

Affiliated LP Units 60,712 60,712 60,712 68% Unaffiliated LP Units 28,562 28,562 28,562 32%

Total LP Units 89,274 89,274 89,274

Value Per LP Unit $315.31 $352.02 $388.73

D84384_24

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 25 Valuation Analysis

National Property Investors 4 • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

National Property Investors 4 — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Villiage of Pennbrook Apartments $64,000,000 $66,000,000 $68,400,000

Debt Summary Book Value of Debt $47,804,458 $47,804,458 $47,804,458

Fair Value of Debt $52,167,228 $52,167,228 $52,167,228 Fair Value as a % of Book 109% 109% 109%

LP Interest Summary Proceeds Distributable to LPs $9,776,990 $11,716,990 $14,044,990

Affiliated LP Units 47,850 47,850 47,850 80% Unaffiliated LP Units 12,155 12,155 12,155 20%

Total LP Units 60,005 60,005 60,005

Value Per LP Unit $162.94 $195.27 $234.06

D84384_25

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 26 Valuation Analysis

National Property Investors 6 • Based on our analysis, we determined the range of property values and Value Per LP Unit, as shown in the

table below.

National Property Investors 6 — Summary Value Per LP Unit

Low Value Proposed Value High Value % of Total

Property Value Colony at Kenilworth Apartments $37,200,000 $39,000,000 $40,200,000

Debt Summary Book Value of Debt $24,124,544 $24,124,544 $24,124,544

Fair Value of Debt $27,133,514 $27,133,514 $27,133,514 Fair Value as a % of Book 112% 112% 112%

LP Interest Summary Proceeds Distributable to LPs $2,774,015 $4,502,555 $5,654,915

Affiliated LP Units 76,622 76,622 76,622 70% Unaffiliated LP Units 32,972 32,972 32,972 30%

Total LP Units 109,594 109,594 109,594

Value Per LP Unit $25.31 $41.08 $51.60

D84384_26

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 27 Valuation Analysis

Concluded Partnership LP Unit Values • Concluded Partnership LP unit values are shown below.

Partnership Summary

($ in thousands, except per unit prices)

Value Per LP Unit

Partnership

Unaffiliated LP

Ownership %

Proposed Transaction

Value per LP Unit Low High

Angeles Income Properties, Ltd. 6 41.0% $252.40 $239.86 — $285.85 Angeles Partners XII 24.3% $526.71 $403.18 — $600.47

Consolidated Capital Institutional Properties/2 LP — Series A 26.6% $8.45 $7.57 — $9.33 Consolidated Capital Institutional Properties/3 LP 34.2% $59.36 $54.19 — $65.31

Consolidated Capital Properties IV LP 29.5% $57.44 $51.76 — $63.70 Century Properties Fund XV 32.0% $45.61 $30.51 — $62.86

Century Properties Fund XVII 37.2% $311.18 $277.83 — $345.67 Century Properties Fund XIX LP 29.4% $352.02 $315.31 — $388.73

National Property Investors 4 20.1% $195.27 $162.94 — $234.06 National Property Investors 6 29.8% $41.08 $25.31 — $51.60

D84384_27

Assumptions, Qualifications and Limiting Conditions

Appendix A D84384_28

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 29 Assumptions, Qualifications and Limiting Conditions

• In performing its analyses with respect to the Proposed Transactions, Duff & Phelps, with Aimco OP’s consent:

- Relied upon, and did not independently verify, the accuracy, completeness, reliability and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources regarding or otherwise

relating to the Properties, the Partnership, the New LP, the Proposed Transactions and/or otherwise received by it in connection with each Opinion (collectively, the “Background Information”), including that Background Information obtained from Aimco OP

management, and does not make any representation and warranty with respect to or otherwise relating to such Background

Information; - Relied upon the fact that Aimco OP, General Partner, GP Board, AIMCO Board, the Partnership, the LP GP and the LP GP Board have been advised by counsel as to all legal matters with respect to or otherwise relating to the Proposed Transactions, including

whether all procedures required by law to be taken in connection with the Proposed Transactions have been duly, validly and

timely taken; - Assumed that any estimates, evaluations, forecasts and projections furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same;

- Assumed that the representations and warranties made in the Agreements are substantially accurate;

- Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the

drafts reviewed; - Assumed that there has been no material change in the assets, financial condition, business, or prospects of any Property or the

Partnership since the respective dates of the Appraisal, the most recent financial statements and the other information made

available to Duff & Phelps; - Assumed that title to the Properties is good and marketable, that the Properties are free and clear of liens, easements,

encroachments and other encumbrances and that all improvements lie within property boundaries; - Assumed that all required and advisable licenses, certificates of occupancy, consents, and other legislative or administrative

authority from any local, state, or national government or private entity or organization have been obtained and are current;

- Assumed full compliance with all applicable federal, state and local zoning, use, occupancy, environmental, and similar laws and

regulations; D84384_29

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 30 Assumptions, Qualifications and Limiting Conditions

- Assumed responsible ownership and competent property management of each of the Properties; - Assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures or otherwise with respect to any Property that

could affect the value of such Property (“Unapparent Property Conditions”); - Without limiting the generality of the foregoing, assumed that there are no potentially hazardous substances such as asbestos, ureaformaldehyde

foam insulation, industrial wastes, etc. (“Hazardous Materials”) on, in or near any of the Properties that could affect the value of

such Property; - Assumed that all of the conditions required to implement the Proposed Transactions will be satisfied and that the Proposed Transactions will be completed in accordance with the Agreements without any amendments thereto or any waivers of any terms or conditions thereof;

- Assumed that all governmental, regulatory and other consents and approvals necessary or advisable for the consummation of the Proposed

Transactions will be obtained without any adverse effect on the Partnership, the New LP or any Property; and

- Assumed that for the purposes of its analysis, that all of the Unaffiliated Limited Partners elect to receive the Cash Consideration. Duff &

Phelps is making no determination as to the fair value of, or fairness with respect to any OP Unit consideration.

To the extent that any of the foregoing assumptions or any of the facts on which this analysis is based prove to be untrue in any material respect, this analysis cannot and should not be relied upon. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of this analysis,

Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transactions.

Duff & Phelps has prepared this analysis effective as of the date hereof, and it is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of the date hereof, and Duff & Phelps disclaims any undertaking or obligation to advise any

person of any change in any fact or matter affecting each Opinion which may come or be brought to the attention of Duff & Phelps after the date

hereof. Duff & Phelps did not evaluate the solvency of any Partnership or conduct an independent appraisal or physical inspection of any specific liabilities

(contingent or otherwise). Duff & Phelps did not evaluate the tax consequences the Proposed Transactions may have on any person, including any Unaffiliated Limited Partner, and did not take any such consequences into account in rendering each Opinion. Duff & Phelps has not been

requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Proposed

Transaction, the assets, businesses or operations of the Partnership, or any alternatives to the Proposed Transaction, (ii) negotiate the terms of the

Proposed Transaction, or (iii) advise Aimco OP or any other party with respect to alternatives to the Proposed Transaction.

D84384_30

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 31 Assumptions, Qualifications and Limiting Conditions

Duff & Phelps is not expressing any opinion as to the market price or value of the Partnership’s, the New Partnership’s or Aimco OP’s equity (or anything else) after the announcement or the consummation of the Proposed Transaction. Without limiting the generality of

the foregoing, Duff & Phelps is not expressing any opinion as to the liquidity of, rights and/or risks associated with owning, or any other feature or characteristic of, the OP Units. Each Opinion should not be construed as a valuation opinion, credit rating, solvency opinion,

an analysis of the Partnership’s, the New Partnership’s or Aimco OP’s credit worthiness, as tax advice, or as accounting advice. Duff

& Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter

(including with respect to title to or any encumbrances relating to any Property). Duff & Phelps did not investigate any of the physical conditions of any Property and has not made, and assumes no responsibility to make, any representation, or render any opinion, as to the physical condition of any Property. No independent surveys of the

Properties were conducted. Duff & Phelps did not arrange for any engineering studies that may be required to discover any

Unapparent Property Condition. Duff & Phelps did not arrange for or conduct any soil analysis or geological studies or any investigation of any water, oil, gas, coal, or other subsurface mineral and use rights or conditions or arrange for or conduct any other

environmental analysis, including with respect to any Hazardous Materials, which may or may not be present on, in or near any of the

Properties. In rendering each Opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature of any compensation to any of Aimco OP’s and/or Aimco’s respective officers, directors, or employees, or any class of such persons, relative to the

consideration to be received by the Unaffiliated Limited Partners in the Proposed Transaction, or with respect to the fairness of any

such compensation. Each Opinion is furnished solely for the use and benefit of each of the Boards in connection with and for purposes of their evaluation of the Proposed Transactions and is not intended to, and does not, confer any rights or remedies upon any other person, and is not

intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent.

Each Opinion (i) does not address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Proposed Transaction; (iii) is not a

recommendation as to how any party should vote or act with respect to any matters relating to the Proposed Transaction or any related transaction, or whether to proceed with the Proposed Transaction or any related transaction, and (iv) does not indicate that the

consideration paid is the best possibly attainable under any circumstances; instead, it merely states whether the consideration in the

Proposed Transaction is within a range suggested by certain financial analyses. The decision as to whether to proceed with the

Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which each Opinion is based. Each Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

D84384_31

Appendix B Property Value Allocation Waterfalls D84384_32

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 33 Valuation Analysis

Partnership Valuation Summary — Angeles Income Properties, Ltd. 6 • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Angeles Income Properties, Ltd. 6 Waterfall Test

Low Value High Value Proposed value

Lower Tier Upper Tier Lower Tier Upper Tier

Lazy Hollow Apartments $25,400,000 $27,600,000 Distributions from Lower Tier $10,705,590 $12,903,390

Cash $144,002 $137,439 $144,002 $137,439 Other Assets $167,105 $746,352 $167,105 $746,352

Total Debt ($13,892,548) $0 ($13,892,548) $0 MTM Adjustment ($838,621) ($838,621)

Other Liabilities ($192,432) ($126,828) ($192,432) ($126,828) Reserve for Contingencies ($71,200) $0 ($71,200)

Distributable Proceeds $10,716,306 $11,462,552 $12,916,306 $13,660,352         .1% to Aimco GP ($10,716) ($12,916)

Distributions from Lower Tier $10,705,590 $12,903,390 Proceeds Distributable to all Partners $11,462,552 $13,660,352

Unrecovered Capital Contribution — LP a $6,791,905 $6,791,905 Unrecovered Capital Contribution — GP $68,605 $68,605

Remaining Distributable to all Partners $4,602,042 $6,799,842 LP Share of Remaining Distributable (99%) b $4,556,021 $6,731,843

Proceeds Distributable to LPs (a+b) $11,347,927 $13,523,749 Total LP Units 47,311 47,311

Value Per LP Unit $239.86 $285.85

D84384_33

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 34 Valuation Analysis

Partnership Valuation Summary — Angeles Income Properties XII • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Angeles Partners XII Waterfall

Low High

Twin Lake Towers $43,800,000 $47,500,000 The Hunters Glen $88,200,000 $94,100,000

Estimated Value $132,000,000 $141,600,000

Cash $440,749 $440,749 Other Assets $2,553,491 $2,553,491

Total Debt ($93,438,913) ($93,438,913) MTM Adjustment ($3,046,540) ($3,046,540)

Accounts payable, accrued expenses, and other liabilities ($1,652,274) ($1,652,274) Affiliate payables ($52,930) ($52,930)

Loans from General Partner, including accrued interest ($9,244,418) ($9,244,418) Reserve for Contingencies ($518,000) ($518,000)

Distributable Proceeds $27,041,165 $36,641,165

Incentive Distributions

Estimated Value $132,000,000 $141,600,000 Cumulative Distributions $60,905,696 $60,905,696

3% Cumulative Distributions — provision 11.3(b) $5,787,171 $6,075,171 Cumulative GP Incentive distributions $1,024,139 $1,024,139

Remaining 11.3(b) Incentive Distributions to GP $4,763,032 $5,051,032 Distributable Less Incentive Distributions $22,278,133 $31,590,133

Proceeds Distributable to LPs (85.0%) $18,936,413 $26,851,613 Total LP Units 44,718 44,718

Value Per LP Unit $423.46 $600.47

D84384_34

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 35 Valuation Analysis

Partnership Valuation Summary — Consolidated Capital Institutional Properties/2 LP — Series A • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Consolidated Capital Institutional Properties/2 LP — Series A Waterfall

Low High

Highcrest Townhomes $19,100,000 $20,700,000 Cash $37,403 $37,403

Other Assets $131,502 $131,502 Total Debt ($10,713,018) ($10,713,018)

MTM Adjustment ($959,787) ($959,787) Accounts payable, accrued expenses, and other liabilities ($540,962) ($540,962)

Affiliate payables ($34,584) ($34,584) Loans from General Partner, including accrued interest ($70,097) ($70,097)

Reserve for Contingencies ($70,400) ($70,400) Proceeds Distributable to LPs $6,880,057 $8,480,057

Total LP Units 908,499 908,499

Value Per LP Unit $7.57 $9.33

D84384_35

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 36 Valuation Analysis

Partnership Valuation Summary — Consolidated Capital Institutional Properties/3 LP • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Consolidated Capital Institutional Properties/3 LP Waterfall

Low High

Taramac Village $39,100,000 $42,300,000 Cedar Rim $11,200,000 $12,300,000

Estimated Value $50,300,000 $54,600,000

Cash $129,482 $129,482 Other Assets $321,672 $321,672

Total Debt ($26,024,461) ($26,024,461) MTM Adjustment ($3,754,856) ($3,754,856)

Accounts payable, accrued expenses, and other liabilities ($602,122) ($602,122) Reserve for Contingencies ($267,200) ($267,200)

DRO $850,772 $850,772 GP Proceeds Distributable 1.0% ($201,025) ($244,025)

Proceeds Distributable to LPs $20,752,262 $25,009,262 Total LP Units 382,926 382,926

Value Per LP Unit $54.19 $65.31

D84384_36

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 37 Valuation Analysis

Partnership Valuation Summary — Consolidated Capital Properties IV LP • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Consolidated Capital Properties IV LP Waterfall Low Value High Value

Lower Tier Upper Tier Lower Tier Upper Tier

Post Ridge $9,200,000 $9,800,000 865 Bellevue $28,400,000 $30,700,000

Arbours of Hermitage $17,300,000 $18,500,000

Estimated Value $9,200,000 $45,700,000 $9,800,000 $49,200,000

Distributions from Lower Tier $924,480 $1,518,480 Cash $4,195 $299,513 $4,195 $299,513

Other Assets ($1,608,373) $3,713,474 ($1,608,373) $3,713,474 Total Debt ($5,957,056) ($28,948,735) ($5,957,056) ($28,948,735)

MTM Adjustment ($449,302) ($1,937,513) ($449,302) ($1,937,513) Accounts payable, accrued expenses, and other liabilities ($141,757) ($1,740,380) ($141,757) ($1,740,380)

Reserve for Contingencies ($60,000) ($270,400) ($60,000) ($270,400) Distributable Proceeds $987,707 $17,740,438 $1,587,707 $21,834,438

Pre-Sale LP Tax Capital ($5,005,218) ($5,005,218) Estimated Value $9,200,000 $9,800,000

Plus: Net Book Value of Property ($2,784,697) ($2,784,697) Plus: Other Assets ($349,662) ($349,662)

Less: Other Liabilities ($16,047) ($16,047) Less: Contingencies ($60,000) ($60,000)

Total Distributable Process $5,989,594 $6,589,594 Proceeds Distributable to LPs (99.0%) $5,929,698 $6,523,698

Net Distributions to Upper Tier $924,480 $1,518,480 Distributable to All LP Partners $17,740,438 $21,834,438

Total LP Units 342,759 342,759

Value Per LP Unit $51.76 $63.70

D84384_37

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 38 Valuation Analysis

Partnership Valuation Summary — Century Properties Fund XV • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Century Properties Fund XV Waterfall Low Value High Value

Lower Tier Upper Tier Lower Tier Upper Tier

Lakeside Place $42,100,000 $45,100,000 Distributions from Lower Tier $9,096,378 $12,066,378

Cash $193,381 $22,304 $193,381 $22,304 Other Assets ($1,232,315) $1,388,526 ($1,232,315) $1,388,526

Total Debt ($26,712,881) $0 ($26,712,881) $0 MTM Adjustment ($4,258,240) $0 ($4,258,240) $0

Accounts payable, accrued expenses, and other liabilities ($608,085) ($45,110) ($608,085) ($45,110) Loans from Partners $0 ($8,879,956) $0 ($8,879,956)

Contingency Reserve ($293,600) $0 ($293,600) $0 DRO $0 $1,163,189 $0 $1,103,789

Distributable Proceeds $9,188,261 $2,745,331 $12,188,261 $5,655,931 Proceeds Distributable to LPs (99.0%) $9,096,378 $12,066,378

Total LP Units 89,975 89,975

Value Per LP Unit $30.51 $62.86

D84384_38

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 39 Valuation Analysis

Partnership Valuation Summary — Century Properties Fund XVII • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Century Properties Fund XVII Waterfall

Low High

PeakView Place $27,000,000 $29,100,000 Creekside $21,500,000 $23,300,000

Village in the Woods $27,700,000 $29,700,000

Estimated Value $76,200,000 $82,100,000

Cash $187,940 $187,940 Other Assets $392,049 $392,049

Total Debt ($44,734,627) ($44,734,627) MTM Adjustment ($5,934,879) ($5,934,879)

Accounts payable, accrued expenses, and other liabilities ($1,108,029) ($1,108,029) Affiliates Payable ($20,703) ($20,703)

Loans from GP ($5,120,351) ($5,120,351) Reserve for Contingencies ($461,600) ($461,600)

DRO $1,825,431 $1,131,591 Distributable Proceeds — GP ($387,996) ($505,996)

Proceeds Distributable to LPs $20,837,234 $25,925,394 Total LP Units 75,000 75,000

Value Per LP Unit $277.83 $345.67

D84384_39

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 40 Valuation Analysis

Partnership Valuation Summary — Century Properties Fund XIX LP • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

Century Properties Fund XIX LP Waterfall

Low High

Tamarind Bay $9,200,000 $9,900,000 The Peaks at Vinings Mountain $29,000,000 $31,500,000

Lakeside at Vinings Mountain $26,000,000 $28,200,000 Greenspoint at Paradise Valley $24,700,000 $26,900,000

Estimated Value $88,900,000 $96,500,000

Cash $666,520 $666,520 Other Assets $379,103 $379,103

Total Debt ($53,421,306) ($53,421,306) MTM Adjustment ($2,550,993) ($2,550,993)

Accounts payable, accrued expenses, and other liabilities ($870,824) ($870,824) Affiliates Payable ($353,686) ($353,686)

Loans from GP ($6,744,494) ($6,744,494) Reserve for Contingencies ($414,400) ($414,400)

DRO $3,070,921 $2,177,161 Distributable Proceeds — GP ($511,798) ($663,798)

Proceeds Distributable to LPs $28,149,042 $34,703,282 Total LP Units 89,274 89,274

Value Per LP Unit $315.31 $388.73

D84384_40

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 41 Valuation Analysis

Partnership Valuation Summary — National Property Investors 4 • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

National Property Investors 4 Waterfall

Low High

Villiage of Pennbrook Apartments $64,000,000 $68,400,000 Cash $168,449 $168,449

Other Assets $355,654 $355,654 Total Debt ($47,804,458) ($47,804,458)

MTM Adjustment ($4,362,770) ($4,362,770) Loans from Partners ($308,490) ($308,490)

Accounts payable, accrued expenses, and other liabilities ($680,033) ($680,033) Affiliates Payable ($64,461) ($64,461)

Incentive Fee (@3.0% of Net Appraised Value) ($1,238,100) ($1,370,100) Reserve for Contingencies ($288,800) ($288,800)

Distributable Proceeds $9,776,990 $14,044,990 Sale Price $9,776,990 $14,044,990

Unpaid LP Cumulative Return $14,267,419 $14,267,419 Proceeds Distributable to LPs $9,776,990 $14,044,990

Total LP Units 60,005 60,005

Value Per LP Unit $162.94 $234.06

D84384_41

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY 42 Valuation Analysis

Partnership Valuation Summary — National Property Investors 6 • Based on our analysis, we determined the range of per LP Unit values for the Partnership, as shown in the table below.

National Property Investors 6 Waterfall

Low High

Colony at Kenilworth Apartments $37,200,000 $40,200,000 Cash $181,501 $181,501

Other Assets $582,724 $582,724 Total Debt ($24,124,544) ($24,124,544)

MTM Adjustment ($2,486,489) ($2,486,489) Accounts payable, accrued expenses, and other liabilities ($522,481) ($522,481)

Affiliate payables ($242,575) ($242,575) Loans from General Partner, including accrued interest ($6,894,001) ($6,894,001)

Incentive Fee (@3.0% of Net Appraised Value) ($738,900) ($828,900) Reserve for Contingencies ($153,200) ($153,200)

Distributable Proceeds $2,802,035 $5,712,035 Distributable to all Unit Partners $2,802,035 $5,712,035

Proceeds Distributable to LPs (99.0%) $2,774,015 $5,654,915 Total LP Units 109,594 109,594

Value Per LP Unit $25.31 $51.60

D84384_42

Apartment Investment & Management Co. Trading History

Appendix C D84384_43

Apartment Investment & Management Co. Trading Analysis 0.000

0.500 1.000

1.500 2.000

2.500 3.000

3.500 4.000

$18.00 $19.00

$20.00 $21.00

$22.00 $23.00

$24.00 $25.00

$26.00 $27.00

$28.00 $29.00

$30.00

Volume (millions)

Stock Price

Apartment Investment & Management Co. Trading History

June 1, 2010 to June 23, 2011

Apartment Investment & Management Co. Common Share Overview

Stock Price as of June 23, 2011 $25.18 52-Week Average Closing Price $23.79

52-Week High Closing Price (4/28/2011) $27.37 52-Week Low Closing Price (7/6/2010) $18.42

Total Shares Outstanding as of May 3, 2010 119,500,000 52-Week Average Trading Volume 1,528,203

52-Week Average Trading Volume / Public Float 0.5% Public Float 98.6%

Source: Bloomberg, SEC Filings, and Capital IQ D84384_44