EXECUTIVE SUMMARY



This summary(1) addresses the proposed Agreement and Plan of Merger ("Merger")

of Oxford Tax Exempt Fund II Limited Partnership ("OTEF") and AIMCO/OTEF, LLC, a

subsidiary of AIMCO Properties, L.P., ("AIMCO"). It is intended to set forth

many of the steps undertaken by the Independent Directors of Oxford Tax Exempt

Fund II Corporation (the "Independent Directors") to assess and evaluate both

the Merger and the alternative courses of actions that may be available to OTEF

and its BAC holders. This summary includes a discussion of the background to the

transaction, an overview of the material terms of the Merger Agreement and the

revisions thereto, a discussion of the alternatives reviewed by the Independent

Directors, an analysis of various valuation perspectives of OTEF considered by

the Independent Directors as well as a brief outline of issues addressed in

regards to due diligence performed on AIMCO.



BACKGROUND



Oxford Tax Exempt Fund II Limited Partnership entered into negotiations to merge

with Apartment Investment and Management Company, or AIMCO, AIMCO Properties,

L.P., AIMCO's operating partnership, and AIMCO/OTEF, LLC, a subsidiary of the

AIMCO operating partnership. Pursuant to the proposed Merger Agreement,

AIMCO/OTEF LLC will be merged into OTEF and the BAC holders will receive (a) a

special distribution of $50 million ($6.21/BAC) and (b) $100 million of AIMCO 9%

convertible preferred stock and (c) AIMCO common stock. The aggregate value of

the consideration to be received is anticipated to be approximately $34.41 per

BAC.



On September 20, 2000, AIMCO completed the acquisition of OTEF's managing

general partner, Oxford Tax Exempt Fund II Corporation, and 40.299% of the

partnership interests in OTEF's associate general partner. In addition, AIMCO

acquired an option to purchase 32,580 BACs held by the managing general

partner's officers and directors and stock options held by the managing general

partner's officers, directors and employees to purchase 652,125 BACs. As a

result, AIMCO currently holds options to acquire approximately 8.53% of the BACs

that would be outstanding after the option exercise.



OTEF's independent real estate consultant, Marshall & Stevens. rendered an

opinion stating that the Merger is fair to OTEF and OTEF's security holders.

Therefore, pursuant to OTEF's partnership agreement, OTEF may consummate the

Merger without the vote of its BAC holders. Separately, AIMCO is not obligated

to and does not intend to submit the Merger to its stockholders for approval.(2)



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(1) While this summary was prepared by representatives of PricewaterhouseCoopers

    LLP (PwC), it is based on (a) work product that PwC was asked to assemble or

    prepare for consideration by the Independent Directors, (b) PwC's

    observations from attending meetings or participating in phone calls with

    the Independent Directors, and (c) consultation with the Independent

    Directors after they had read and commented on the summary.



(2) Background summary details obtained from the November 11, 2000 draft OTEF

    Merger Prospectus.



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                               EXECUTIVE SUMMARY





MERGER AGREEMENT



A brief summary of the material terms of the Merger Agreement follows below,

however, it should be noted that these terms were agreed only after extensive

negotiations between AIMCO and the Independent Directors. Specifically, under

the initial terms of the Merger, OTEF shareholders would only have been able to

convert their shares into AIMCO Class A common stock. Cash and preferred shares

were not included under the initial terms. The Independent Directors negotiated

for both the cash component and the preferred share component included in the

final terms of the Merger Agreement.



The Independent Directors viewed the cash component as very important in that it

provided additional certainty as to the price/value to be received by OTEF

shareholders in the transaction. The Independent Directors pursued the preferred

share component because they believed that many of existing OTEF shareholders

were fixed income investors who wanted more certainty of cash flow and safety of

principal. It was viewed that, to BAC holders, the preferred shares would be

more closely aligned with the investment characteristics of the existing OTEF

shares than the common shares provided for in the initial Merger Agreement.



With these goals in mind, the final terms of the Merger Agreement were

negotiated. The material terms of the Agreement are set out in summary form as

follows:3



o        Each beneficial assignment of limited partnership interest of OTEF, or

         BAC. including the option BACs to be issued for the options, will

         participate in a special distribution of $50,000,000. This amounts to

         $6.21 per BAC. Each BAC, except any BAC held by AIMCO or by OTEF II

         Associates Limited Partnership, the associate general partner of OTEF,

         will be converted into the right to receive (i) 0.547 shares of AIMCO

         9% Class P preferred stock with a liquidation preference and a deemed

         value of $25 per share, or $13.675 of Class P preferred stock per BAC,

         and (ii) the number of shares of Class A common stock equal in value to

         $14.25, which is the difference between $28.20 and the value of the

         Class P preferred stock to be received. Conversion calculations set out

         in Exhibit I attached hereto.



         The value per share of Class A common stock will be the average of the

         high and low reported sale prices on the New York Stock Exchange for

         the Class A common stock for

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