AMERICA FIRST PREP FUND 2 PENSION SER.
Published on March 2, 1998
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 April 9, 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 February
17, 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.
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:
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
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Name of Unitholder
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Signature
Title:
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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 APRIL 9, 1998. Please
complete, sign, date and return this Consent Form using the enclosed
postage-prepaid envelope or deliver to: Kissel-Blake Inc., 11th Floor, 110 Wall
Street, New York, New York 10005, Attention: Tracy Isola. Facsimile copies of
this Consent Form, properly completed and duly executed, will be accepted by
Kissel-Blake Inc. at (212) 509-7391. If you have any questions, please call our
Investor Services Department at 1-800-239-8787.