VMS INVESTORS FIRST STAGED EQUITY LP II, SC 13D, 1999-01-25

VMS INVESTORS FIRST STAGED EQUITY LP II
SC 13D, 1999-01-25
REAL ESTATE

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

---------------------------------

VMS INVESTORS FIRST-STAGED EQUITY L.P. II

(Name of Issuer)

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)

NONE
(CUSIP Number)
----------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(801) 757-8101

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

----------------------------

COPY TO:

JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000

----------------------------

DECEMBER 22, 1998
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]

(Continued on following pages)

(Page 1 of 26 Pages)

<PAGE> 2

- ---------------- ------------------
CUSIP No. NONE 13D Page 2 of 26
- ---------------- ------------------
===============================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

COOPER RIVER PROPERTIES, L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY

- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS

AF
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER

3,890.167
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER

0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER

3,890.167
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,890.167
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.4%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
===============================================================================

<PAGE> 3

- ---------------- ------------------
CUSIP No. NONE 13D Page 3 of 26
- ---------------- ------------------
===============================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

INSIGNIA PROPERTIES, L.P.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY

- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS WC

- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)

[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

3,890.167
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER

0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER

3,890.167
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,890.167
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.4%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

PN
===============================================================================

<PAGE> 4

- ---------------- ------------------
CUSIP No. NONE 13D Page 4 of 26
- ---------------- ------------------
===============================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

INSIGNIA PROPERTIES TRUST
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY

- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS

NOT APPLICABLE
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)

[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

MARYLAND
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER

3,890.167
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER

0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER

3,890.167
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,890.167
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.4%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
===============================================================================

<PAGE> 5

- ---------------- ------------------
CUSIP No. NONE 13D Page 5 of 26
- ---------------- ------------------
===============================================================================
1. NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON ENTITIES ONLY)

APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY

- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS

NOT APPLICABLE
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

3,890.167
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER

0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER

3,890.167
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,890.167
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.4%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

CO
===============================================================================

<PAGE> 6

SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER.

This Statement on Schedule 13D (the "Statement") relates to units of
limited partnership interest ("Units") in VMS Investors First-Staged Equity
L.P. II, a Delaware limited partnership (the "Partnership"), whose principal
executive offices are located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c) This Statement is being filed by Cooper River Properties,
L.L.C., a Delaware limited liability company ("Cooper River"), Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia Properties
Trust, a Maryland real estate investment trust ("IPT") and Apartment Investment
and Management Company, a Maryland corporation ("AIMCO") (Cooper River, IPLP,
IPT and AIMCO are sometimes collectively referred to in this Statement as the
"Reporting Persons"). The principal business address of each of the Reporting
Persons is located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222.

Cooper River, IPLP and IPT. IPLP is the managing member of Cooper
River. IPT is the sole general partner (owning approximately 70% of the total
equity interests) and AIMCO Properties, L.P. ("AIMCO OP") is the sole limited
partner (owning approximately 30% of the total equity interests) of IPLP. For
certain information regarding the trustees and executive officers of IPT, see
Schedule I to this Statement.

AIMCO. AIMCO was formed on January 10, 1994 and currently is one of
the largest owners and managers of multifamily apartment properties in the
United States, based on apartment unit data compiled by the National Multi
Housing Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes.

On October 1, 1998, AIMCO acquired substantially all of the
residential assets and ownership interests (including its controlling interest
in IPT) of Insignia Financial Group, Inc. ("Insignia") pursuant to the merger
of Insignia with and into AIMCO, with AIMCO being the surviving entity (the
"AIMCO Merger"). Insignia was a fully integrated real estate services
organization specializing in the ownership and operation of securitized real
estate assets, and was the largest manager of multifamily residential
properties in the United States as of January 1, 1998. As of the consummation
of the AIMCO Merger, Insignia provided, among other things, property and/or
asset management services for over 3,800 properties, including approximately
272,000 residential units. Following the AIMCO Merger, AIMCO operates more than
2,000 properties, including nearly 400,000 apartment units serving
approximately one million residents.

For certain information regarding the directors and executive officers
of AIMCO, see Schedule II to this Statement.

(d)-(e) During the past five years none of the Reporting Persons nor,
to the best knowledge of the Reporting Persons, any of the persons listed on
Schedules I and II, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in the Reporting Persons or any of the persons listed on Schedules I
and II being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

<PAGE> 7

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Cooper River obtained the $213,959.19 required to purchase the Units
and to pay related fees and expenses from IPLP through capital contributions.
IPLP in turn received such funds from AIMCO, which used its cash from
operations and equity issuances.

ITEM 4. PURPOSE OF THE TRANSACTION.

IPT, through Cooper River, has acquired Units in order to increase its
equity interest in the Partnership, primarily for investment purposes and with a
view toward making a profit. IPT and/or persons related to or affiliated with it
may acquire additional Units. Any such acquisition may be at a price higher than
the price paid for the Units, and may be for cash or other consideration. AIMCO
is presently considering whether it will engage in one or more exchange offers
or tender offers for Units. A registration statement relating to an exchange
offer for these securities has been filed with the Securities and Exchange
Commission but has not yet become effective. As a result, there is a substantial
likelihood that, within a short time, AIMCO Properties, L.P., a Delaware limited
partnership and the operating partnership of AIMCO ("AIMCO OP"), will offer to
acquire Units in exchange for cash, preferred units or common units of limited
partnership interests in AIMCO. If such an offer is made, the holders of Units
in the Partnership will be able to elect the consideration they will receive.
While such an exchange offer is probable, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur. Notwithstanding the
above, these securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. In addition, the
information set forth above shall not constitute an offer to sell or the
solicitation of an offer to buy.

AIMCO also expects that it will consider other means of acquiring
additional Units, including through further cash tender offers, negotiated
purchases or otherwise. AIMCO and IPT also may consider disposing of some or all
of the Units Cooper River has acquired, either directly or by sale or other
disposition of one or more interests in IPT or IPLP, depending among other
things on the requirements from time to time of AIMCO, IPT and their affiliates
in light of liquidity, strategic, tax and other considerations.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) Cooper River directly owns 3,890.167 Units representing
approximately 15.4% of the outstanding Units based on the 25,186 Units
outstanding at December 22, 1998.

IPLP, IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of IPLP's, IPT's and AIMCO's
relationship with Cooper River. Cooper River is a wholly-owned subsidiary of
IPLP. IPT is the sole general partner (owning approximately 70% of the total
equity interests) and AIMCO OP is the sole limited partner (owning
approximately 30% of the total equity interests) of IPLP. AIMCO currently owns
approximately 51% of the outstanding common shares of IPT, with the right to
acquire up to approximately 65% of such shares (as further described in Item 5
below).

Accordingly, for purposes of this Statement: (i) Cooper River is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 3,890.167 Units directly owned by it;
and (ii) IPLP, IPT and AIMCO are reporting that they each share the power to
vote or direct the vote and the power to dispose or direct the disposition of
the 3,890.167 Units directly held by Cooper River.

<PAGE> 8

(c) Pursuant to a tender offer that commenced on September 29, 1998
and expired on December 14, 1998, Cooper River acquired a total of 3,890.167
Units on December 22 1998, representing approximately 15.4% of the outstanding
Units, at a purchase price of $55 per Unit.

(d)-(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

On October 1, 1998, AIMCO and IPT entered into an agreement and plan
of merger (the "IPT Merger Agreement"), which provides for, among other things,
(a) the merger of IPT with and into AIMCO, with AIMCO being the surviving
corporation, or (b) the merger of a subsidiary of AIMCO with and into IPT, with
IPT being the surviving corporation (collectively, the "IPT Merger"). The IPT
Merger Agreement provides that, upon consummation of the IPT Merger,
shareholders of IPT (the "IPT Shareholders") will receive $13.25 per common
share of beneficial ownership, $.01 par value per share (the "Shares"), of IPT
in cash, or $13.28 per Share in shares of common stock of AIMCO, at AIMCO's
option.

The IPT Merger is subject to the approval of the IPT Shareholders,
regulatory approvals, and the satisfaction or waiver of various other
conditions. AIMCO has agreed to vote all Shares owned by it in favor of the IPT
Merger Agreement and the transactions contemplated thereby, and granted certain
members of the Board of Trustees of IPT (the "IPT Board") an irrevocable proxy
(the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1,
2002 and (b) the consummation of the IPT Merger.

The board of directors of AIMCO and the IPT Board may agree in writing
to terminate the IPT Merger Agreement without completing the IPT Merger. The
IPT Merger Agreement may also be terminated in certain other circumstances.

If the IPT Merger is not completed, AIMCO will continue to control the
majority of outstanding Shares. However, certain transactions involving AIMCO
and IPT that occur between the effective time of the IPT Merger and the
termination of the IPT Merger Agreement between AIMCO and IPT, including the
acquisition by AIMCO of assets of IPLP and interests in partnerships controlled
by IPT, will be unwound.

The IPT Merger Agreement also provides that Andrew L. Farkas, James A.
Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann will
continue to serve as trustees of IPT (collectively, the "Continuing Trustees")
until the earlier of the closing of the IPT Merger or the termination of the
IPT Merger Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of
IPT, a majority of the Continuing Trustees must approve, among other things,
the following actions: (i) removal of a Continuing Trustee; (ii) termination of
IPT's independent auditors or the financial advisor or legal counsel for the
IPT Merger; (iii) all alternative proposals to acquire IPT or its subsidiaries;
(iv) amendment or waiver of any provision of (A) the IPT Merger Agreement, (B)
the Fourth Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of IPT;
(v) modification of the powers of the Continuing Trustees, and (vi) making of
loans by IPT or its subsidiaries to AIMCO or its subsidiaries. The Continuing
Trustees' special powers terminate on the earliest to occur of (i) the IPT
Merger, (ii) January 1, 2002 or (iii) the sooner termination of the IPT Merger
Agreement under certain circumstances.

<PAGE> 9

In connection with the execution of the IPT Merger Agreement, AIMCO
and certain shareholders of IPT entered into an agreement, dated October 1,
1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the
trustees of the IPT Board, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a majority
of the trustees of the IPT Board. The Shareholder's Agreement remains in effect
as long as AIMCO and/or its affiliates own at least 10% of the outstanding IPT
Shares, but terminates upon consummation of the IPT Merger.

The information set forth above is qualified in its entirety by
reference to the IPT Merger Agreement, Irrevocable Limited Proxy, IPT Bylaws
and Shareholder's Agreement, each of which is attached hereto as Exhibits 7.1,
7.2, 7.3 and 7.4 and incorporated herein by reference.

<PAGE> 10

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.1 Agreement and Plan of Merger, dated as of October
1, 1998, by and between AIMCO and IPT.

Exhibit 7.2 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison.

Exhibit 7.3 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.

Exhibit 7.4 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.

Exhibit 7.5 Agreement of Joint Filing, dated January 25, 1999,
among the Reporting Persons.

<PAGE> 11

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I t
certify that the information set forth in this statement is true, complete and
correct.

Dated: January 25, 1999

COOPER RIVER PROPERTIES, L.L.C.

By: AIMCO Properties, L.P.,
its managing member

By: AIMCO-GP, Inc.,
its General Partner

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

INSIGNIA PROPERTIES, L.P.

By: Insignia Properties Trust,
its General Partner

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

INSIGNIA PROPERTIES TRUST

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

<PAGE> 12

SCHEDULE I

INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT

Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted of
each of the trustees and executive officers of IPT. Each person identified
below is employed by IPT, unless otherwise indicated, and is a United States
citizen. The principal business address of IPT and, unless otherwise indicated,
the business address of each person identified below, is 1873 South Bellaire
Street, 17th Floor, Denver, Colorado 80222. Trustees are identified by an
asterisk.

NAME PRESENT PRINCIPAL OCCUPATION

Terry Considine* Terry Considine has served as a Trustee and
as Chairman of the Board of Trustees and
Chief Executive Officer of IPT since October
1, 1998. For additional information
concerning Mr. Considine, see Schedule II.

Peter. K. Kompaniez* Peter K. Kompaniez has served as President
and a Trustee of IPT since October 1, 1998.
For additional information concerning Mr.
Kompaniez, see Schedule II.

Thomas W. Toomey* Thomas W. Toomey has served as Executive
Vice President -- Finance and a Trustee of
IPT since October 1, 1998. For additional
information concerning Mr. Toomey, see
Schedule II.

Joel F. Bonder Joel F. Bonder has served as Executive Vice
President and General Counsel of IPT since
October 1, 1998. For additional information
concerning Mr. Bonder, see Schedule II.

Jeffrey P. Cohen Jeffrey P. Cohen has served as Secretary of
IPT since October 1, 1998. Mr. Cohen
currently serves as a Senior Vice President
of Insignia Financial Group, Inc.
("Insignia").

Patrick J. Foye* Patrick J. Foye has served as Executive Vice
President and a Trustee of IPT since October
1, 1998. For additional information
concerning Mr. Foye, see Schedule II.

Robert Ty Howard Robert Ty Howard has served as Executive
Vice President -- Ancillary Services of IPT
since October 1, 1998. For additional
information concerning Mr. Howard, see
Schedule II.

Steven D. Ira* Steven D. Ira has served as Executive Vice
President and a Trustee of IPT since October
1, 1998. For additional information
concerning Mr. Ira, see Schedule II.

I-1

<PAGE> 13

NAME PRESENT PRINCIPAL OCCUPATION

David L. Williams David L. Williams has served as Executive
Vice President -- Property Operations of IPT
since October 1, 1998. For additional
information concerning Mr. Williams, see
Schedule II.

Harry G. Alcock* Harry G. Alcock has served as Senior Vice
President -- Acquisitions and a Trustee of
IPT since October 1, 1998. For additional
information concerning Mr. Alcock, see
Schedule II.

Troy D. Butts Troy D. Butts has served as Senior Vice
President and Chief Financial Officer of IPT
since October 1, 1998. For additional
information concerning Mr. Butts, see
Schedule II.

Andrew L. Farkas* Andrew L. Farkas currently serves as a
375 Park Avenue Continuing Trustee of IPT since October 1,
Suite 3401 1998. Mr. Farkas' present principal
New York, New York 10152 occupation is to serve as the Chairman of
the Board and Chief Executive Officer of
Insignia, which is the parent company of an
international real estate organization
specializing in commercial real estate
services, single-family brokerage and
mortgage origination, condominium and
cooperative apartment management, equity
co-investment and other services.

James A. Aston* James A. Aston currently serves as a
15 South Main Street Continuing Trustee of IPT since October 1,
Greenville, South Carolina 29601 1998. Mr. Aston's present principal
occupation is to serve as Chief Financial
Officer and member of the Office of the
Chairman of Insignia.

Frank M Garrison* Frank M. Garrison currently serves as a
102 Woodmont Boulevard Continuing Trustee of IPT since October 1,
Suite 400 1998. Mr. Garrison's present principal
Nashville, Tennessee 37205 occupation is as a member of the Office of
the Chairman of Insignia.

Bryan L. Herrmann* Bryan L. Herrmann currently serves as a
5043 Gould Avenue Continuing Trustee of IPT since October 1,
La Canada, California 91011 1998. Mr. Herrmann's present principal
occupation is as an investment banker and
Chairman and Chief Executive Officer of Base
Camp 9 Corp., since 1990. Mr. Herrman served
as a Trustee, Chairman of the Compensation
Committee and member of the Executive
Committee of the Board of Trustees of
Angeles Mortgage Investment Trust from 1994
until September 1998. In addition to his
duties at Base Camp 9 Corp., from 1992 to
1994, Mr. Herrmann served as Chief Executive
Officer of Spaulding Composites Company and
is currently a member of its board of
directors. Since 1984 Mr. Herrmann has been
the general partner of MOKG 1984 Investment
Partners Ltd. Mr. Herrmann is a member of
the board of directors of Wynn's
International, Inc., a New York Stock
Exchange Company.

I-2

<PAGE> 14

NAME PRESENT PRINCIPAL OCCUPATION

Warren M. Eckstein* Warren M. Eckstein currently serves as a
Warburg Dillon Read Continuing Trustee of IPT since October 1,
535 Madison Avenue 1998. Mr. Eckstein's present principal
6th Floor occupation is as Managing Director --
New York, New York 10022 Investment Banking of Paine Webber
Incorporated, since October 1996. Prior to
October 1996, Mr. Eckstein served as Senior
Vice President, Investment Banking, of
Dillon, Reed & Co., Inc.

I-3

<PAGE> 15

SCHEDULE II

INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO

1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO. Set forth in the table
below are the name and the present principal occupations or employment and the
name, principal business and address of any corporation or other organization
in which such occupation or employment is conducted of each of the directors
and executive officers of AIMCO. Unless otherwise indicated, each person
identified below is employed by AIMCO. The principal business address of AIMCO
and, unless otherwise indicated, each person identified below, is 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222. All persons identified
below are United States citizens.

NAME POSITION
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Ex Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>

II-1

<PAGE> 16

2. BIOGRAPHICAL INFORMATION. The following is a biographical summary of the
experience of the current directors and executive officers of AIMCO for the
past five years or more. Directors of AIMCO are identified by an asterisk.

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS

Terry Considine* Mr. Considine has been Chairman of the Board
of Directors and Chief Executive Officer of
AIMCO since July 1994. He is the sole owner
of Considine Investment Co. and prior to
July 1994 was owner of approximately 75% of
Property Asset Management, L.L.C., a
Colorado limited liability company, and its
related entities (collectively, "PAM"), one
of AIMCO's predecessors. On October 1, 1996,
Mr. Considine was appointed Co-Chairman and
director of Asset Investors Corp. and
Commercial Asset Investors, Inc., two other
public real estate investment trusts, and
appointed as a director of Financial Assets
Management, LLC, a real estate investment
trust manager. Mr. Considine has been
involved as a principal in a variety of real
estate activities, including the
acquisition, renovation, development and
disposition of properties. Mr. Considine has
also controlled entities engaged in other
businesses such as television broadcasting,
gasoline distribution and environmental
laboratories. Mr. Considine received a B.A.
from Harvard College, a J.D. from Harvard
Law School and is admitted as a member of
the Massachusetts Bar. Mr. Considine has had
substantial multifamily real estate
experience. From 1975 through July 1994,
partnerships or other entities in which Mr.
Considine had controlling interests invested
in approximately 35 multifamily apartment
properties and commercial real estate
properties. Six of these real estate assets
(four of which were multifamily apartment
properties and two of which were office
properties) did not generate sufficient cash
flow to service their related indebtedness
and were foreclosed upon by their lenders,
causing pre-tax losses of approximately
$11.9 million to investors and losses of
approximately $2.7 million to Mr. Considine.

II-2

<PAGE> 17

Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman,
President and a director of AIMCO since July
1994. Since September 1993, Mr. Kompaniez
has owned 75% of PDI Realty Enterprises,
Inc., a Delaware corporation ("PDI"), one of
AIMCO's predecessors, and serves as its
President and Chief Executive Officer. From
1986 to 1993, he served as President and
Chief Executive Officer of Heron Financial
Corporation ("HFC"), a United States holding
company for Heron International, N.V.'s real
estate and related assets. While at HFC, Mr.
Kompaniez administered the acquisition,
development and disposition of approximately
8,150 apartment units (including 6,217 units
that have been acquired by the AIMCO) and
3.1 million square feet of commercial real
estate. Prior to joining HFC, Mr. Kompaniez
was a senior partner with the law firm of
Loeb and Loeb where he had extensive real
estate and REIT experience. Mr. Kompaniez
received a B.A. from Yale College and a J.D.
from the University of California (Boalt
Hall). The downturn in the real estate
markets in the late 1980s and early 1990s
adversely affected the United States real
estate operations of Heron International
N.V. and its subsidiaries and affiliates
(the "Heron Group"). During this period from
1986 to 1993, Mr. Kompaniez served as
President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), and as
a director or officer of certain other Heron
Group entities. In 1993, HFC, its parent
Heron International, and certain other
members of the Heron Group voluntarily
entered into restructuring agreements with
separate groups of their United States and
international creditors. The restructuring
agreement for the United States members of
the Heron Group generally provided for the
joint assumption of certain liabilities and
the pledge of unencumbered assets in support
of such liabilities for the benefit of their
United States creditors. As a result of the
restructuring, the operations and assets of
the United States members of the Heron Group
were generally separated from those of Heron
International and its non-United States
subsidiaries. At the conclusion of the
restructuring, Mr. Kompaniez commenced the
operations of PDI, which was engaged to act
as asset and corporate manager of the
continuing United States operations of HFC
and the other United States Heron Group
members for the benefit of the United States
creditors. In connection with certain
transactions effected at the time of the
initial public offering of AIMCO Common
Stock, Mr. Kompaniez was appointed Vice
Chairman of AIMCO and substantially all of
the property management assets of PDI were
transferred or assigned to AIMCO.

II-3

<PAGE> 18

Thomas W. Toomey Mr. Toomey has served as Senior Vice
President - Finance and Administration of
AIMCO since January 1996 and was promoted to
Executive Vice-President-Finance and
Administration in March 1997. From 1990
until 1995, Mr. Toomey served in a similar
capacity with Lincoln Property Company
("LPC") as well as Vice President/Senior
Controller and Director of Administrative
Services of Lincoln Property Services where
he was responsible for LPC's computer
systems, accounting, tax, treasury services
and benefits administration. From 1984 to
1990, he was an audit manager with Arthur
Andersen & Co. where he served real estate
and banking clients. From 1981 to 1983, Mr.
Toomey was on the audit staff of Kenneth
Leventhal & Company. Mr. Toomey received a
B.S. in Business Administration/Finance from
Oregon State University and is a Certified
Public Accountant.

Joel F. Bonder Mr. Bonder was appointed Executive Vice
President and General Counsel of AIMCO
effective December 8, 1997. Prior to joining
AIMCO, Mr. Bonder served as Senior Vice
President and General Counsel of NHP from
April 1994 until December 1997. Mr. Bonder
served as Vice President and Deputy General
Counsel of NHP from June 1991 to March 1994
and as Associate General Counsel of NHP from
1986 to 1991. From 1983 to 1985, Mr. Bonder
was with the Washington, D.C. law firm of
Lane & Edson, P.C. From 1979 to 1983, Mr.
Bonder practiced with the Chicago law firm
of Ross and Hardies. Mr. Bonder received an
A.B. from the University of Rochester and a
J.D. from Washington University School of
Law.

Patrick J. Foye Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to
joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher &
Flom LLP from 1989 to 1998 and was Managing
Partner of the firm's Brussels, Budapest and
Moscow offices from 1992 through 1994. Mr.
Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a
member of the New York State Privatization
Council. He received a B.A. from Fordham
College and a J.D. from Fordham University
Law School.

II-4

<PAGE> 19

Robert Ty Howard Mr. Howard was appointed Executive Vice
President - Ancillary Services in February
1998. Prior to joining AIMCO, Mr. Howard
served as an officer and/or director of four
affiliated companies, Hecco Ventures, Craig
Corporation, Reading Company and Decurion
Corporation. Mr. Howard was responsible for
financing, mergers and acquisitions
activities, investments in commercial real
estate, both nationally and internationally,
cinema development and interest rate risk
management. From 1983 to 1988, he was
employed by Spieker Properties. Mr. Howard
received a B.A. from Amherst College, a J.D.
from Harvard Law School and an M.B.A. from
Stanford University Graduate School of
Business.

Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has
served as Executive Vice President of AIMCO
since July 1994. From 1987 until July 1994,
he served as President of PAM. Prior to
merging his firm with PAM in 1987, Mr. Ira
acquired extensive experience in property
management. Between 1977 and 1981 he
supervised the property management of over
3,000 apartment and mobile home units in
Colorado, Michigan, Pennsylvania and
Florida, and in 1981 he joined with others
to form the property management firm of
McDermott, Stein and Ira. Mr. Ira served for
several years on the National Apartment
Manager Accreditation Board and is a former
president of both the National Apartment
Association and the Colorado Apartment
Association. Mr. Ira is the sixth individual
elected to the Hall of Fame of the National
Apartment Association in its 54-year
history. He holds a Certified Apartment
Property Supervisor (CAPS) and a Certified
Apartment Manager designation from the
National Apartment Association, a Certified
Property Manager (CPM) designation from the
National Institute of Real Estate Management
(IREM) and he is a member of the Board of
Directors of the National Multi-Housing
Council, the National Apartment Association
and the Apartment Association of Metro
Denver. Mr. Ira received a B.S. from
Metropolitan State College in 1975.

II-5

<PAGE> 20

David L. Williams Mr. Williams has been Executive Vice
President - Operations of AIMCO since
January 1997. Prior to joining AIMCO, Mr.
Williams was Senior Vice President of
Operations at Evans Withycombe Residential,
Inc. from January 1996 to January 1997.
Previously, he was Executive Vice President
at Equity Residential Properties Trust from
October 1989 to December 1995. He has served
on National Multi-Housing Council Boards and
NAREIT committees. Mr. Williams also served
as Senior Vice President of Operations and
Acquisitions of US Shelter Corporation from
1983 to 1989. Mr. Williams has been involved
in the property management, development and
acquisition of real estate properties since
1973. Mr. Williams received his B.A. in
education and administration from the
University of Washington in 1967.

Harry G. Alcock Mr. Alcock has served as Vice President
since July 1996, and was promoted to Senior
Vice President - Acquisitions in October
1997, with responsibility for acquisition
and financing activities since July 1994.
From June 1992 until July 1994, Mr. Alcock
served as Senior Financial Analyst for PDI
and HFC. From 1988 to 1992, Mr. Alcock
worked for Larwin Development Corp., a Los
Angeles based real estate developer, with
responsibility for raising debt and joint
venture equity to fund land acquisitions and
development. From 1987 to 1988, Mr. Alcock
worked for Ford Aerospace Corp. He received
his B.S. from San Jose State University.

Troy D. Butts Mr. Butts has served as Senior Vice
President and Chief Financial Officer of
AIMCO since November 1997. Prior to joining
AIMCO, Mr. Butts served as a Senior Manager
in the audit practice of the Real Estate
Services Group for Arthur Andersen LLP in
Dallas, Texas. Mr. Butts was employed by
Arthur Andersen LLP for ten years and his
clients were primarily publicly-held real
estate companies, including office and
multi-family real estate investment trusts.
Mr. Butts holds a Bachelor of Business
Administration degree in Accounting from
Angelo State University and is a Certified
Public Accountant.

Martha Carlin Ms. Carlin has served as Vice President
since September 1996 and was promoted to
Senior Vice President - Ancillary Services
in December 1997. From December 1995 until
September 1996, Ms. Carlin served as Chief
Financial Officer for Wentwood Investment
Partners. Ms. Carlin was employed by Arthur
Andersen LLP for six years, with a primary
focus in real estate. Ms. Carlin was also
employed by MCI Communications and Lincoln
Property Company. Ms. Carlin received a B.S.
from the University of Kentucky and is a
certified public accountant.

II-6

<PAGE> 21

Joseph DeTuno Mr. DeTuno has been Senior Vice President -
Property Redevelopment of AIMCO since
September 1997. Mr. DeTuno was president and
founder of JD Associates, his own full
service real estate consulting, advisory and
project management company which he founded
in 1990. JD Associates provided development
management, financial analysis, business
plan preparation and implementation
services. Previously, Mr. DeTuno served as
President/Partner of Gulfstream Commercial
Properties, President and Co-managing
Partner of Criswell Development Company,
Vice President of Crow Hotel and Company and
Project Director with Perkins & Will
Architects and Planners. Mr. DeTuno received
his B.A. in architecture and is a registered
architect in Illinois and Texas.

Jack W. Marquardt Mr. Marquardt has been Senior Vice President
- Accounting of AIMCO since September 1997.
Mr. Marquardt brings over 17 years of real
estate accounting experience to AIMCO. From
October 1992 through August 1997, Mr.
Marquardt served as Vice President/Corporate
Controller and Manager of Data Processing
for Transwestern Property Company, where he
was responsible for corporate accounting,
tax, treasury services and computer systems.
From August 1986 through September 1992, Mr.
Marquardt worked in the real estate
accounting area of Aetna Realty Investors,
Inc. serving as Regional Controller from
April 1990 through September 1992. Mr.
Marquardt received a B.S. in Business
Administration/Finance from Ohio State
University.

Leeann Morein Ms. Morein has served as Senior Vice
President - Investor Services since November
1997. Ms. Morein has served as Secretary of
AIMCO since July 1994. From July 1994 until
October 1997 Ms. Morein also served as Chief
Financial Officer. From September 1990 to
March 1994, Ms. Morein served as Chief
Financial Officer of the real estate
subsidiaries of California Federal Bank,
including the general partner of CF Income
Partners, L.P., a publicly-traded master
limited partnership. Ms. Morein joined
California Federal in September 1988 as
Director of Real Estate Syndications
Accounting and became Vice
President-Financial Administration in
January 1990. From 1983 to 1988, Ms. Morein
was Controller of Storage Equities, Inc., a
real estate investment trust, and from 1981
to 1983, she was Director of Corporate
Accounting for Angeles Corporation, a real
estate syndication firm. Ms. Morein worked
on the audit staff of Price Waterhouse from
1979 to 1981. Ms. Morein received a B.A.
from Pomona College and is a Certified
Public Accountant.

II-7

<PAGE> 22

David O'Leary Mr. O'Leary has been President of Property
Services Group, Inc., an AIMCO subsidiary
since December 1997. Property Services
Group, Inc. administers the Buyers Access
program. From 1993 until 1997, Mr. O'Leary
served as Regional Vice President and Senior
Vice President for Property Services Group,
Inc., with responsibility for program
marketing and sales. From 1981 to 1993 Mr.
O'Leary served as Vice President and
Executive Vice President for Commonwealth
Pacific Inc., a privately held real estate
investment and management firm based in
Seattle, Washington. During his tenure with
Commonwealth Pacific, Inc., Mr. O'Leary was
responsible for acquisitions, dispositions,
development, and asset management from
offices located in Houston and Dallas,
Texas, Atlanta, Georgia and Seattle,
Washington. Mr. O'Leary also served as Vice
President for Johnstown American Companies,
directing acquisition activities for the
Northeast United States. Mr. O'Leary
received his B.A. Degree from the University
of Utah in 1979.

R. Scott Wesson Mr. Wesson has served as Senior Vice
President - Chief Information Officer of
AIMCO since July 1997. From 1994 until 1997,
Mr. Wesson served as Vice President of
Information Services at Lincoln Property
Company, where he was responsible for
information systems infrastructure,
technology planning and business process
re-engineering. From 1992 to 1994, Mr.
Wesson served in the role of Director of
Network Services for Lincoln Property
Company, where he was responsible for the
design and deployment of the company's Wide
Area Network and Local Area Networks,
comprising over 2,500 workstations in over
40 locations nationwide. From 1988 to 1992,
he was a systems consultant with Automatic
Data Processing involved in design, planning
and deployment of financial and human
resources systems for several major,
multinational organizations. From 1984 to
1987, he was a Senior Analyst with Federated
Department Stores, Inc. involved in planning
and distribution. Mr. Wesson received his
B.S. from the University of Texas in 1984.

II-8

<PAGE> 23

Richard S. Ellwood* Mr. Ellwood was appointed a Director of
12 Auldwood Lane AIMCO in July 1994 and is currently Chairman
Rumson, NJ 07760 of the Audit Committee. Mr. Ellwood is the
founder and President of R.S. Ellwood & Co.,
Incorporated, a real estate investment
banking firm. Prior to forming R.S. Ellwood
& Co., Incorporated in 1987, Mr. Ellwood had
31 years experience on Wall Street as an
investment banker, serving as: Managing
Director and senior banker at Merrill Lynch
Capital Markets from 1984 to 1987; Managing
Director at Warburg Paribas Becker from 1978
to 1984; general partner and then Senior
Vice President and a director at White, Weld
& Co. from 1968 to 1978; and in various
capacities at J.P. Morgan & Co. from 1955 to
1968. Mr. Ellwood currently serves as a
director of FelCor Suite Hotels, Inc. and
Florida East Coast Industries, Inc.

J.Landis Martin* Mr. Martin was appointed a Director of AIMCO
1999 Broadway in July 1994 and became Chairman of the
Suite 4300 Compensation Committee in March 1998. Mr.
Denver, CO 80202 Martin has served as President and Chief
Executive Officer and a Director of NL
Industries, Inc., a manufacturer of titanium
dioxide, since 1987. Mr. Martin has served
as Chairman of Tremont Corporation, a
holding company operating through its
affiliates Titanium Metals Corporation
("TIMET") and NL Industries, Inc., since
1990 and as Chief Executive Officer and a
director of Tremont since 1998. Mr. Martin
has served as Chairman of Timet, an
integrated producer of titanium, since 1987
and Chief Executive Officer since January
1995. From 1990 until its acquisition by
Dresser Industries, Inc. ("Dresser") in
1994, Mr. Martin served as Chairman of the
Board and Chief Executive Officer of Baroid
Corporation, an oilfield services company.
In addition to Tremont, NL and TIMET, Mr.
Martin is a director of Dresser, which is
engaged in the petroleum services,
hydrocarbon and engineering industries.

Thomas L. Rhodes* Mr. Rhodes was appointed a Director of AIMCO
215 Lexington Avenue in July 1994. Mr. Rhodes has served as the
4th Floor President and a Director of National Review
New York, NY 10016 magazine since November 30, 1992, where he
has also served as a Director since 1998.
From 1976 to 1992, he held various positions
at Goldman, Sachs & Co. and was elected a
General Partner in 1986 and served as a
General Partner from 1987 until November 27,
1992. He is currently Co-Chairman of the
Board, Co-Chief Executive Officer and a
Director of Commercial Assets Inc. and Asset
Investors Corporation. He also serves as a
Director of Delphi Financial Group, Inc. and
its subsidiaries, Delphi International Ltd.,
Oracle Reinsurance Company, and the Lynde
and Harry Bradley Foundation. Mr. Rhodes is
Chairman of the Empire Foundation for Policy
Research, a Founder and Trustee of Change
NY, a Trustee of The Heritage Foundation,
and a Trustee of the Manhattan Institute

II-9

<PAGE> 24

John D. Smith* Mr. Smith was appointed a Director of AIMCO
3400 Peachtree Road in November 1994. Mr. Smith is Principal and
Suite 831 President of John D. Smith Developments. Mr.
Atlanta, GA 30326 Smith has been a shopping center developer,
owner and consultant for over 8.6 million
square feet of shopping center projects
including Lenox Square in Atlanta, Georgia.
Mr. Smith is a Trustee and former President
of the International Council of Shopping
Centers and was selected to be a member of
the American Society of Real Estate
Counselors. Mr. Smith served as a Director
for Pan-American Properties, Inc. (National
Coal Board of Great Britain) formerly known
as Continental Illinois Properties. He also
serves as a director of American Fidelity
Assurance Companies and is retained as an
advisor by Shop System Study Society, Tokyo,
Japan.

II-10

<PAGE> 25

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

<S> <C>
7.1 Agreement and Plan of Merger, dated as of October 1, 1998,
by and between AIMCO and IPT (incorporated by reference to
Exhibit 2.1 of IPT's Current Report on Form 8-K, File No.
1-14179, dated October 1, 1998).

7.2 Irrevocable Limited Proxy, dated October 1, 1998, granted
by AIMCO to Andrew L. Farkas, James A. Aston and Frank M.
Garrison (incorporated by reference to Exhibit 99.1 of
IPT's Current Report on Form 8-K, File No. 1-14179, dated
October 1, 1998).

7.3 Second Amended and Restated Bylaws of IPT, dated October 2,
1998 (incorporated by reference to Exhibit 3.2 of IPT's
Current Report on Form 8-K, File No. 1-14179, dated October
1, 1998).

7.4 Shareholders' Agreement, dated October 1, 1998, among
AIMCO, Andrew L. Farkas, James A. Aston and Frank M.
Garrison (incorporated by reference to Exhibit 99.2 of
IPT's Current Report on Form 8-K, File No. 1-14179, dated
October 1, 1998).

7.5 Agreement of Joint Filing, dated January 25, 1999, among
the Reporting Persons.
</TABLE>

<PAGE> 1

EXHIBIT 7.5

AGREEMENT OF JOINT FILING

Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust and Apartment Investment and Management Company agree that the
Statement on Schedule 13D to which this Agreement is attached as an exhibit,
and all future amendments to this Statement, shall be filed on behalf of each
of them. This Agreement is intended to satisfy Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

Dated: January 25, 1999

COOPER RIVER PROPERTIES, L.L.C.

By: AIMCO Properties, L.P.,
its managing member

By: AIMCO-GP, Inc.,
its General Partner

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

INSIGNIA PROPERTIES, L.P.

By: Insignia Properties Trust,
its General Partner

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

INSIGNIA PROPERTIES TRUST

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President