FORM OF CONSENT FOR PENSION FUND
Published on February 12, 1998
EXHIBIT 99.3
FORM OF CONSENT FORM FOR
AMERICA FIRST PREP FUND 2 PENSION
SERIES LIMITED PARTNERSHIP
CONSENT FORM CONSENT FORM
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AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
THIS CONSENT is solicited by the General Partner of Pension Fund in connection
with an action by written consent to be taken on or about March 31, 1998 to
approve the proposed merger (the "Merger") of AF Merger, L.P., a Delaware
limited partnership subsidiary of America First Mortgage Investments, Inc. (the
"Company"), with and into Pension Fund, which will survive and become a
subsidiary of the Company, in accordance with the terms of the Agreement and
Plan of Merger, dated as of July 19, 1997 (the "Merger Agreement"), and as more
fully described in the Consent Solicitation Statement/Prospectus, dated ,
1998, accompanying this Consent Form. The consummation of the Merger and such
related transactions will result in, among other things, the exchange of the
Units in Pension Fund for Common Stock of the Company, except for those
Unitholders in Pension Fund returning a valid Retention Option Form. YOUR VOTE
WILL BE RECORDED IN ACCORDANCE WITH THE INSTRUCTIONS BELOW. IF NO INSTRUCTIONS
ARE INDICATED ON THIS CONSENT FORM, BY YOUR SIGNATURE BELOW YOU WILL BE DEEMED
TO HAVE CONSENTED TO THE MERGER AND RELATED ACTIONS AS SET FORTH HEREIN AND IN
THE CONSENT SOLICITATION STATEMENT/PROSPECTUS WITH RESPECT TO ALL UNITS IN
PENSION FUND HELD BY YOU. ABSTAINING OR FAILING TO SIGN AND RETURN THE CONSENT
FORM WILL HAVE THE EFFECT OF VOTING AGAINST THE MERGER AND RELATED ACTIONS, SO
THE GENERAL PARTNER URGES YOU TO COMPLETE AND RETURN THIS FORM AS DESCRIBED
BELOW. Capitalized terms used but not defined herein have the meanings described
in the Consent Solicitation Statement/Prospectus. For additional information
regarding this consent see the Consent Solicitation Statement/Prospectus under
the heading "THE CONSENT SOLICITATION."
THE GENERAL PARTNER AND THE SPECIAL COMMITTEE RECOMMEND VOTING FOR THE MERGER.
1. This consent is to (i) approve the Merger in accordance with the terms of the
Merger Agreement; (ii) approve the entering into and execution of the Merger
Agreement by the General Partner on behalf of Pension Fund; and (iii) to
authorize the taking of any action by the General Partner necessary or
advisable in the opinion of such General Partner to consummate the Merger,
including all transactions set forth in the Consent Solicitation
Statement/Prospectus. You may vote on the actions described above by marking
one of the following boxes:
/ / FOR / / AGAINST / / ABSTAIN
2. Upon consummation of the Merger, the Company intends to institute a Dividend
Reinvestment Plan whereby stockholders may automatically reinvest cash
distributions from the Company in additional shares of Common Stock, as more
fully described in the Consent Solicitation Statement/Prospectus under the
heading "DIVIDEND REINVESTMENT PLAN." Please indicate below the percentage
(from 0% to 100%) of your future cash distributions from the Company which
you wish to have reinvested in shares of Common Stock pursuant to the
Dividend Reinvestment Plan. If the Merger is approved and you do not indicate
a percentage or do not return this consent form, none of your future cash
distributions will at this time be reinvested in shares of Common Stock.
______%
The undersigned acknowledges receipt of the Consent Solicitation
Statement/Prospectus pertaining to the Merger and affirms that he/she has read
such Consent Solicitation Statement/Prospectus in its entirety. Please sign this
Consent Form in the space provided below. Execution by Unitholders who are not
individuals must be made by an authorized signatory.
Dated: ________________________, 1998
_____________________________________
Name of Unitholder
_____________________________________
Signature
Title:
_____________________________________
Signature if held jointly
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS. WHEN UNITS ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATION NAME, BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN A
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
TO BE VALID THIS CONSENT FORM MUST BE RECEIVED BY MARCH 31, 1998. Please
complete, sign, date and return this consent form using the enclosed
postage-prepaid envelope or deliver to: Kissel-Blake Inc., 110 Water Street, New
York, New York 10005, Attention: . Facsimile copies of this consent
form, properly completed and duly executed, will be accepted at . If
you have any questions, please call .