0000950134-09-000869 Sample Contracts

AGREEMENT OF JOINT FILING
Joint Filing Agreement • January 22nd, 2009 • AIMCO/Bethesda Holdings, Inc. • Real estate investment trusts

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

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DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution Agreement • January 22nd, 2009 • AIMCO/Bethesda Holdings, Inc. • Real estate investment trusts • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 12, 2009, is by and among Apartment Investment and Management Company, AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO/DFW Residential Investors GP, LLC, AIMCO Galleria Office, L.P., AIMCO-GP, Inc., AIMCO Holdings, L.P., AIMCO Holdings QRS, Inc., AIMCO IPLP, L.P., AIMCO/IPT, Inc., AIMCO-LP Trust, AIMCO Lake Castleton Arms, L.L.C., AIMCO Properties, L.P., AIMCO QRS GP, LLC, AIMCO San Bruno Apartment Partners, L.P., AIMCO Woodway Office, L.P., Ambassador Apartments, L.P., Ambassador VIII, Inc., Ambassador VIII, L.P., CCP/III Village Green GP, Inc., ConCap Equities, Inc., ConCap Village Green Associates, Ltd., Consolidated Capital Properties III, Cooper River Properties, L.L.C., DFW Residential Investors Limited Partnership, Davidson Growth Plus GP Corporation, Davidson Growth Plus GP Limited Partnership, Davidson Growth Plus, L.P., Lake Castleton II, L.P., National Property Investor

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