RETENTION OPTION FORM
Published on March 2, 1998
RETENTION OPTION FORM RETENTION OPTION FORM
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THIS FORM SHOULD ONLY BE COMPLETED BY INVESTORS IN
AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED
PARTNERSHIP WHO ARE ELECTING THE RETENTION OPTION
THIS RETENTION OPTION FORM is being provided by the General Partner of Pension
Fund in connection with 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, and as more fully described in the
Consent Solicitation Statement/Prospectus, dated February 17, 1998, accompanying
this Retention Option Form. Pursuant to the terms of the Merger, you have the
right to elect to retain your current investment in Pension Fund in the form of
Beneficial Unit Certificates representing assigned limited partnership interests
in Pension Fund ("Pension BUCs") and remain as Unitholders in Pension Fund. The
retained Pension BUCs will be substantially equivalent to the Pension BUCs
currently held by Unitholders in Pension Fund. THE RETENTION OPTION IS AVAILABLE
TO UNITHOLDERS IN PENSION FUND REGARDLESS OF WHETHER THEY VOTE FOR OR AGAINST
THE MERGER, BUT NO UNITHOLDER IS REQUIRED TO ELECT TO THE RETENTION OPTION.
FAILURE TO COMPLETE, SIGN OR RETURN THIS RETENTION OPTION FORM IN ACCORDANCE
WITH THE INSTRUCTIONS BELOW WILL HAVE THE EFFECT OF, AND BE EQUIVALENT TO,
AFFIRMATIVELY WAIVING YOUR RIGHT TO RETAIN YOUR INVESTMENT IN PENSION FUND AND
IF THE MERGER IS CONSUMMATED YOU WILL RECEIVE SHARES OF COMMON STOCK IN THE
COMPANY. For further information regarding the Retention Option see the Consent
Solicitation Statement/Prospectus under the headings "TERMS OF THE MERGER --
Retention Option" and "THE CONSENT SOLICITATION -- Exercise of the Retention
Option." Capitalized terms used but not defined herein have the meanings
described in the Consent Solicitation Statement/Prospectus.
If the Merger is consummated, do you wish to retain your investment in Pension
Fund in the form of Pension BUCs and remain as a Unitholder in Pension Fund.
If you have elected to retain your current investment in Pension Fund, please
sign this Retention Option 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 RETENTION OPTION FORM MUST BE RECEIVED BY APRIL 9, 1998. Please
complete, sign, date and return this Retention Option 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 Retention Option 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.