FORTY-SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.

Exhibit 4.1

FORTY-SEVENTH AMENDMENT TO THE THIRD
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.

     This FORTY-SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of May 31, 2005 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C(7) of the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

     WHEREAS, pursuant to Section 4.2.A of the Agreement, the General Partner is authorized to cause the Partnership to issue Partnership Units with such designations, preferences and relative, participating, optional or other special rights, powers and duties as the General Partner shall determine and as shall be set forth in a written document attached to and made an exhibit to the Agreement; and

     WHEREAS, the General Partner has determined that it is in the best interests of the Partnership to issue up to 5,000 units of a new class of Partnership Units in consideration of capital contributions to the Partnership in the aggregate amount of up to $780,000.

     NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. The Agreement is hereby amended by the addition of a new exhibit, entitled “ Exhibit YY ,” in the form attached hereto, which shall be attached to and made a part of the Agreement.

     2. Each Person to whom the General Partner shall initially cause the Partnership to issue any of the Partnership Units described on Exhibit YY shall be admitted to the Partnership as a Limited Partner with the rights of holders of the Partnership Units set forth on Exhibit YY . The General Partner shall amend Exhibit A to the Agreement to reflect the admittance of each such Person as a Limited Partner and the issuance of such Partnership Units to each such Person.

     3. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

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

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EXHIBIT YY

PARTNERSHIP UNIT DESIGNATION
OF THE
CLASS VIII HIGH PERFORMANCE PARTNERSHIP UNITS
OF AIMCO PROPERTIES, L.P.

      1.  Number of Units and Designation.

     A class of Partnership Units is hereby designated as “Class VIII High Performance Partnership Units,” and the number of Partnership Units initially constituting such class shall be five thousand (5,000), subject to adjustment at the Class VIII High Performance Valuation Date, as provided in Section 3 hereof.

      2.  Definitions.

     For purposes of this Partnership Unit Designation, the following terms shall have the meanings indicated in this Section 2. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

      “AIMCO Equity Capitalization” shall mean the quotient obtained by dividing (i) the sum of the AIMCO Market Values for each trading day included in the Measurement Period, by (ii) the number of trading days included in the Measurement Period.

      “AIMCO Market Value” shall mean, for any date, the product of (i) the number of REIT Shares and Partnership Units (other than Partnership Preferred Units) outstanding as of the close of business on such date, multiplied by (ii) the Value of a REIT Share on such date.

      “AIMCO Total Return” shall mean the Total Return of the REIT Shares for the Measurement Period; provided , however , that, for purposes of calculating the security price of the REIT Shares (i) at the beginning of the Measurement Period, such price shall be $37.49 and (ii) at the end of the Measurement Period, such price shall be the average of the daily market prices for twenty (20) consecutive trading days ending immediately prior to the Class VIII High Performance Valuation Date. The market price for any such trading day shall be:

     (a) if the REIT Shares are listed or admitted to trading on any securities exchange or The Nasdaq Stock Market’s National Market System, the volume-weighted average of trading prices on such day, as reported by Bloomberg Financial Markets (or another reliable source selected by the General Partner), or if no trade takes place on such day, the average of the closing bid and asked prices on such day, as reported in the principal consolidated transaction reporting system;

     (b) if the REIT Shares are not listed or admitted to trading on any securities exchange or The Nasdaq Stock Market’s National Market System, the

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last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or

     (c) if the REIT Shares are not listed or admitted to trading on any securities exchange or The Nasdaq Stock Market’s National Market System and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported;

provided , however , that, if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the market price of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

      “Agreement” shall mean the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time.

      “Change of Control” shall mean the occurrence of any of the following events:

          (i) an acquisition (other than directly from the Previous General Partner) of any voting securities of the Previous General Partner (the “Voting Securities” ) by any “person” (as the term “person” is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” )) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) ( “Beneficial Ownership” ) of 20% or more of the combined voting power of the Previous General Partner’s then outstanding Voting Securities; provided, however, in determining whether a Change of Control has occurred, Voting Securities that are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition that would cause a Change of Control. “Non-Control Acquisition” shall mean an acquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Previous General Partner or (2) any corporation, partnership or other person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Previous General Partner or in which the Previous General Partner serves as a general partner or manager (a “Subsidiary”), (B) the Previous General Partner or any Subsidiary, or (C) any person in connection with a Non-Control Transaction (as hereinafter defined);

          (ii) the individuals who constitute the Board of Directors of the Previous General Partner as of January 1, 2005 (the “Incumbent Board” ) cease for any reason to constitute at least two-thirds (2/3) of the Board of Directors; provided, however, that if the election, or nomination for election by the Previous General Partner’s stockholders, of any new director was approved by a vote of at least two-thirds (2/3) of the Incumbent Board, such new director shall be considered as a member of the Incumbent

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Board; provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “election contest” (as described in Rule 14a-11 promulgated under the Exchange Act) (an “Election Contest” ) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors (a “Proxy Contest” ) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

          (iii) approval by stockholders of the Previous General Partner of: (A) a merger, consolidation, share exchange or reorganization involving the Previous General Partner, unless (1) the stockholders of the Previous General Partner, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 80% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization (the “Surviving Company” ) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share exchange or reorganization, (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, share exchange or reorganization constitute at least two-thirds (2/3) of the members of the board of directors of the Surviving Company, and (3) no persons (other than the Previous General Partner or any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Previous General Partner, the Surviving Company or any Subsidiary, or any person who, immediately prior to such merger, consolidation, share exchange or reorganization had Beneficial Ownership of 15% or more of the then outstanding Voting Securities has Beneficial Ownership of 15% or more of the combined voting power of the Surviving Company’s then outstanding voting securities (a transaction described in clauses (1) through (3) is referred to herein as a “Non-Control Transaction” ); (B) a complete liquidation or dissolution of the Previous General Partner; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of the Previous General Partner to any person (other than a transfer to a Subsidiary).

     Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any person (a “Subject Person” ) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Previous General Partner that, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Subject Person, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Previous General Partner, and after such share acquisition by the Previous General Partner, such Subject Person becomes the Beneficial Owner of any additional Voting Securities that increases the percentage of the then outstanding Voting Securities Beneficially Owned by such Subject Person, then a Change of Control shall occur.

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      “Class VIII High Performance Cash Amount” shall mean, as of any date, the lesser of (i) an amount of cash equal to the amount that a Holder would receive in respect of each Class VIII High Performance Partnership Unit if the Partnership sold all of its properties at their fair market value (which may be determined by reference to the Value of a REIT Share), paid all of its debts and distributed the remaining proceeds to the Partners as