Common use of CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA Clause in Contracts

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 for the purpose of acquiring and owning interests in multifamily residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests in entities comprising or controlling the general partners of 36 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. IPT does not currently operate as a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 56% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT. The XXXX Xxxxxx is expected to be completed in the first quarter of 1998. Consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------------- ------------ (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present timetime other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply IPT's common shares have been approved for listing of its shares on the New York American Stock Exchange, which listing would be Exchange under the symbol "FFO," subject to completion consummation of the AMIT Merger), ) and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first quarter of early September 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE SIX MONTHS ENDED SIX MONTHS ENDED YEAR ENDED SEPTEMBER YEAR ENDED JUNE 30, 1998 JUNE 30, 1997 DECEMBER 31, 1997 DECEMBER 31, 1996 ---------------- ---------------- ----------------- ------------ ----------------- (unaudited) (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................... $ 11,144 12,977 $ 6,715 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .. $ 2,930 9,164 $ 1,248 $ 6,074 $ 3,557 Net Income................................................................ ........................ $ 2,930 8,907 $ 1,248 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......... $ 14,324 16,825 $ 8,718 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..... 19,427,760 15,501,487 18,573,151 11,168,036 IPLP Units Outstanding.................................................... ............ 9,934,476 8,399,499 9,415,947 8,399,499 ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 .......... 29,362,236 23,900,986 27,989,098 19,567,535 ========== ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................. $ 53,897 14,639 $ 35,520 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ) $ 126,505 192,832 $ 124,951 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................... $ 21,951 $ 19,950 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........... $ 138,710 212,697 $ 163,466 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making acquiring the OfferUnits. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial PlazaXxx Xxxxxxxx Xxxxxxxxx Xxxxx, P.O. Box 19059Xxxxxxxxxx, Greenville, South Carolina 29602Xxxxx Xxxxxxxx 00000, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, primarily for the purpose of acquiring and owning interests in multifamily residential properties, principally through ownership of including limited and general partner interests in real estate limited partnerships (including the Partnership)) which hold such real estate properties. IPT has been organized and operates will operate in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code, and it has elected to be taxed as a REIT beginning with its taxable year ending December 31, 1996. Substantially all of IPT's investments operations are held conducted through IPLP, which is the operating partnership of IPT. , and of which IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLPpartner. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests shares of stock in entities corporations comprising or controlling the general partners of 36 37 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V for a list of the IPT PartnershipsPartnerships and the percentage of limited partner interests IPLP owns in each. IPT does not currently operate as a self-administered and self-managed REIT, but rather has engaged engaged, and will for the foreseeable future continue to engage, Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates will provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5658% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1718% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 2724% of post-merger IPT. The XXXX Xxxxxx is expected to be completed sometime in the first fourth quarter of 19981997. Consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices are located at One Insignia Financial PlazaXxx Xxxxxxxx Xxxxxxxxx Xxxxx, P.O. Box 19059Xxxxxxxxxx, Greenville, South Carolina 29602Xxxxx Xxxxxxxx 00000, and its telephone number is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain unaudited consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------------- ------------ (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly newly-formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other another tender offers offer for units of limited partnership interests in one other IPT Partnerships (as defined below) partnership being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offersoffer, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offersoffer. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT -- see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 2726% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first second quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS YEAR ENDED YEAR ENDED SEPTEMBER 30DECEMBER 31, DECEMBER 31, 1997 1996 ----------------- ------------ ------------- ------------- (unauditedaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 16,826 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 6,074 $ 3,557 Net Income................................................................ $ 2,930 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 18,573,151 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 9,415,947 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 27,989,098 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 159,469 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 200,659 $ 121,068121,068 ----------------------

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present timetime other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply IPT's common shares have been approved for listing of its shares on the New York American Stock Exchange, which listing would be Exchange under the symbol "FFO" subject to completion consummation of the AMIT Merger), ) and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first quarter of early September 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE SIX MONTHS ENDED YEAR ENDED SEPTEMBER YEAR ENDED JUNE 30, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ---------------- ----------------- ------------ ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 12,977 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 9,164 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 8,907 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 16,825 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.................................................... ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... $ 29,362,236 $ 27,989,098 $ 19,567,535 ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 14,639 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 192,832 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,951 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 212,697 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Class B Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 for the purpose of acquiring and owning interests in multifamily residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests in entities comprising or controlling the general partners of 36 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. IPT does not currently operate as a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 56% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT. The XXXX Xxxxxx is expected to be completed in the first quarter of 1998. Consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------------- ------------- ------------ (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. .............................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... ...................... $ 2,930 $ 3,557 Net Income................................................................ ............................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .............................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ......................... 17,573,151 11,168,036 IPLP Units Outstanding.................................................... ................................ 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ....... 25,972,650 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... .................................................. $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ .................... $ 126,505 $ 118,741 Long-Term Debt............................................................ ........................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ............................... $ 138,710 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making tender offers (including the Offer). The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers). The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18September 17, 19971998, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust whose Class A shares have been trading on the American Stock Exchange under the symbol ANM ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be was merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction entity (the "AMIT Merger"). XXXX is As a public company whose Class A result of the AMIT Merger, IPT's common shares trade are now listed and traded on the American Stock Exchange under the symbol ANMFFO. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 56% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT. The XXXX Xxxxxx is expected to be completed in the first quarter of 1998. Consummation of the AMIT Merger is subject to several conditions, including approval the information and reporting requirements of the AMIT Merger Agreement Exchange Act and in accordance therewith is required to file periodic reports, proxy statements and other information with the AMIT Merger by Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning IPT's business, principal properties, capital structure, material pending legal proceedings, operating results, financial condition, directors and officers (including their remuneration and stock options granted to them), the respective principal holders of IPT's securities, any material interests of such persons in transactions with IPT and certain other matters is required to be disclosed in proxy statements and annual reports distributed to IPT's shareholders and filed with the Commission. Such reports, proxy statements and other information may be inspected and copied at the Commission's public reference facilities and should also be available for inspection in the same manner as set forth with respect to the Partnership in Section 9. The principal executive offices of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT IPT, IPLP and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER its consolidated subsidiaries for its fiscal years ended December 31, 1997 and 1996 ----------------- ------------ and the six-month periods ended June 30, 1998 and 1997. More comprehensive financial and other information is included in IPT's Registration Statement on Form S-4, as most recently amended on August 10, 1998 (unaudited) (audited) Statements including management's discussion and analysis of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1financial condition and results of operations).................................................. $ 14,324 $ 12,563 , and in other reports and documents filed by IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares with the Commission. The financial information set forth below is qualified in its entirety by reference to such reports and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments documents filed with the Commission and the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068the manner set forth above.

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present timetime other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply IPT's common shares have been approved for listing of its shares on the New York American Stock Exchange, which listing would be Exchange under the symbol "FFO," subject to completion consummation of the AMIT Merger), ) and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first quarter of early September 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE SIX MONTHS ENDED SIX MONTHS ENDED YEAR ENDED SEPTEMBER YEAR ENDED JUNE 30, 1998 JUNE 30, 1997 DECEMBER 31, 1997 DECEMBER 31, 1996 ---------------- ---------------- ----------------- ------------ ----------------- (unaudited) (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................... $ 11,144 12,977 $ 6,715 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .. $ 2,930 9,164 $ 1,248 $ 6,074 $ 3,557 Net Income................................................................ ........................ $ 2,930 8,907 $ 1,248 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......... $ 14,324 16,825 $ 8,718 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..... 19,427,760 15,501,487 18,573,151 11,168,036 IPLP Units Outstanding.................................................... ............ 9,934,476 8,399,499 9,415,947 8,399,499 ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 .......... 29,362,236 23,900,986 27,989,098 19,567,535 ========== ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................. $ 53,897 14,639 $ 35,520 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ) $ 126,505 192,832 $ 124,951 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................... $ 21,951 $ 19,950 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........... $ 138,710 212,697 $ 163,466 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making tender offers (including the Offer). The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers). The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly or through wholly-owned subsidiaries, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18September 17, 19971998, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust whose Class A shares were traded on the American Stock Exchange under the symbol ANM ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be was merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction entity (the "AMIT Merger"). XXXX is As a public company whose Class A result of the AMIT Merger, IPT's common shares trade are now listed and traded on the American Stock Exchange under the symbol ANMFFO. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 56% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT. The XXXX Xxxxxx is expected to be completed in the first quarter of 1998. Consummation of the AMIT Merger is subject to several conditions, including approval the information and reporting requirements of the AMIT Merger Agreement Exchange Act and in accordance therewith is required to file periodic reports, proxy statements and other information with the AMIT Merger by Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning IPT's business, principal properties, capital structure, material pending legal proceedings, operating results, financial condition, directors and officers (including their remuneration and stock options granted to them), the respective principal holders of IPT's securities, any material interests of such persons in transactions with IPT and certain other matters is required to be disclosed in proxy statements and annual reports distributed to IPT's shareholders and filed with the Commission. Such reports, proxy statements and other information may be inspected and copied at the Commission's public reference facilities and should also be available for inspection in the same manner as set forth with respect to the Partnership in Section 9. The principal executive offices of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT, IPLP and its consolidated subsidiaries for its fiscal years ended December 31, 1997 and 1996 and the six-month periods ended June 30, 1998 and 1997. More comprehensive financial and other information is included in IPT's Registration Statement on Form S-4, as most recently amended on August 10, 1998 (including management's discussion and analysis of financial condition and results of operations), and in other reports and documents filed by IPT with the Commission. The financial information set forth below is qualified in its entirety by reference to such reports and IPLPdocuments filed with the Commission and the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained in the manner set forth above. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE SIX MONTHS ENDED SIX MONTHS ENDED YEAR ENDED SEPTEMBER YEAR ENDED JUNE 30, 1998 JUNE 30, 1997 DECEMBER 31, 1997 DECEMBER 31, 1996 ---------------- ---------------- ----------------- ------------ ----------------- (unaudited) (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................... $ 11,144 12,977 $ 6,715 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .. $ 2,930 9,164 $ 1,248 $ 6,074 $ 3,557 Net Income................................................................ ........................ $ 2,930 8,907 $ 1,248 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......... $ 14,324 16,825 $ 8,718 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..... 19,427,760 15,501,487 18,573,151 11,168,036 IPLP Units Outstanding.................................................... ............ 9,934,476 8,399,499 9,415,947 8,399,499 ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 .......... 29,362,236 23,900,986 27,989,098 19,567,535 ========== ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................. $ 53,897 14,639 $ 35,520 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ) $ 126,505 192,832 $ 124,951 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................... $ 21,951 $ 19,950 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........... $ 138,710 212,697 $ 163,466 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present timetime other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply IPT's common shares have been approved for listing of its shares on the New York American Stock Exchange, which listing would be Exchange under the symbol "FFO," subject to completion consummation of the AMIT Merger), ) and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first quarter of early September 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------------- ------------ (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068.

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present timetime other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply IPT's common shares have been approved for listing of its shares on the New York American Stock Exchange, which listing would be Exchange under the symbol "FFO" subject to completion consummation of the AMIT Merger), ) and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first quarter of early September 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE SIX MONTHS ENDED YEAR ENDED SEPTEMBER Year Ended Year Ended JUNE 30, DECEMBER 1998 December 31, 1997 December 31, 1996 ----------------- ------------ (unaudited) (audited) (audited) ------------------ ----------------- ------------------ Statements of Operations Data: Revenues.................................................................. .................................................. $ 11,144 12,977 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .......................... $ 2,930 9,164 $ 6,074 $ 3,557 Net Income................................................................ ................................................ $ 2,930 8,907 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .................................. $ 14,324 16,825 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ............................. $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.................................................... .................................... $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ........... $ 29,362,236 $ 27,989,098 $ 19,567,535 ========== ========== ========== Balance Sheets Data: Cash...................................................................... ...................................................... $ 53,897 14,639 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ........................ $ 126,505 192,832 $ 159,469 $ 118,741 Long-Term Debt............................................................ ............................................ $ 21,951 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ................................... $ 138,710 212,697 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests in entities comprising or controlling the general partners of 36 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. IPT does not currently operate as a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 56% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT. The XXXX Xxxxxx is expected to be completed in the first quarter of 1998. Consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------------- ------------ ------------------- -------------- (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends has applied to apply for listing of list its shares on the New York American Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first third quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30Year Ended Year Ended MARCH 31, DECEMBER 1998 December 31, 1997 December 31, 1996 -------------- ----------------- ------------ ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 2,054 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... $19,427,760 $18,573,151 $11,168,036 IPLP Units Outstanding.................................................... ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ---------- ---------- ----------- ----------- ----------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... $29,362,236 $27,989,098 $19,567,535 =========== =========== =========== Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 177,681 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 206,298 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends has applied to apply for listing of list its shares on the New York American Stock Exchange, which listing would be is subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first third quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30Year Ended Year Ended MARCH 31, DECEMBER 1998 December 31, 1997 December 31, 1996 -------------- ----------------- ------------ ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 2,054 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.................................................... ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... $ 29,362,236 $ 27,989,098 $ 19,567,535 ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 177,681 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 206,298 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends has applied to apply for listing of list its shares on the New York American Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first third quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30Year Ended Year Ended MARCH 31, DECEMBER 1998 December 31, 1997 December 31, 1996 ------------------- ----------------- ------------ ------------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 2,054 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.................................................... ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... $ 29,362,236 $ 27,989,098 $ 19,567,535 ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 177,681 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 206,298 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly newly-formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other another tender offers offer for units of limited partnership interests in one other IPT Partnerships (as defined below) partnership being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offersoffer, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offersoffer. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT -- see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 2726% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first second quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS YEAR ENDED YEAR ENDED SEPTEMBER 30DECEMBER 31, DECEMBER 31, 1997 1996 ----------------- ------------ ------------ (unauditedaudited) (audited) Statements of Operations Data: Revenues.................................................................. ................................................................... $ 11,144 16,826 $ 9,705 Income Before Extraordinary Item.......................................... ........................................... $ 2,930 6,074 $ 3,557 Net Income................................................................ ................................................................. $ 2,930 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. ................................................... $ 14,324 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 .............................................. 18,573,151 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 ..................................................... 9,415,947 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ............................ 27,989,098 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... ....................................................................... $ 53,897 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ......................................... $ 126,505 159,469 $ 118,741 Long-Term Debt............................................................ ............................................................. $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... .................................................... $ 138,710 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends has applied to apply for listing of list its shares on the New York American Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first third quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30Year Ended Year Ended MARCH 31, DECEMBER 1998 December 31, 1997 December 31, 1996 ----------------- ------------ (unaudited) (audited) (audited) ------------------- ------------------ ----------------- Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 2,054 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.................................................... ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... $ 29,362,236 $ 27,989,098 $ 19,567,535 ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 177,681 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 206,298 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends has applied to apply for listing of list its shares on the New York American Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first third quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30Year Ended Year Ended MARCH 31, DECEMBER 1998 December 31, 1997 December 31, 1996 -------------- ----------------- ------------ ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 2,054 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.................................................... ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 8,399,499 ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... $ 29,362,236 $ 27,989,098 $ 19,567,535 ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 177,681 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 206,298 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present timetime other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.8 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply IPT's common shares have been approved for listing of its shares on the New York American Stock Exchange, which listing would be Exchange under the symbol "FFO," subject to completion consummation of the AMIT Merger), ) and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first quarter of early September 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE SIX MONTHS ENDED YEAR SIX MONTHS ENDED SEPTEMBER Year Ended Year Ended JUNE 30, DECEMBER 1998 JUNE 30, 1997 December 31, 1997 December 31, 1996 ---------------- ---------------- ----------------- ------------ ----------------- (unaudited) (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................... $ 11,144 12,977 $ 6,715 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .. $ 2,930 9,164 $ 1,248 $ 6,074 $ 3,557 Net Income................................................................ ........................ $ 2,930 8,907 $ 1,248 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......... $ 14,324 16,825 $ 8,718 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..... 19,427,760 15,501,487 18,573,151 11,168,036 IPLP Units Outstanding.................................................... ............ 9,934,476 8,399,499 9,415,947 8,399,499 ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 .......... 29,362,236 23,900,986 27,989,098 19,567,535 ========== ========== ========== ========== Balance Sheets Data: Cash...................................................................... .............................. $ 53,897 14,639 $ 35,520 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ) $ 126,505 192,832 $ 124,951 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................... $ 21,951 $ 19,950 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........... $ 138,710 212,697 $ 163,466 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the Managing General Partner) is a newly newly-formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the Managing General Partner) has not engaged in any business activity other than in connection with the Offer and certain other another tender offers offer for units of limited partnership interests in one other IPT Partnerships (as defined below) partnership being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offersoffer, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offersoffer. The principal executive offices of the Purchaser (which is an affiliate of the Managing General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the Managing General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT -- see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 2726% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first second quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------------- ------------ (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068.

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 1996, for the purpose of acquiring and owning interests in multifamily multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT, Insignia and its affiliates 's assets consist of (i) transferred to IPT equity interests in entities comprising which comprise or controlling control the managing general partners of 36 public real estate limited partnerships (partnerships, including the Partnership) Partnership (the "IPT Partnerships") in exchange for common shares of beneficial interest of ), which interests are held by IPT directly, and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in , which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 184 349 properties containing approximately 42,000 73,000 residential apartment units and approximately 4.2 5.9 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. Partnerships in which IPT does not currently operate as has a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offermaterial investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is at the time was an affiliate of InsigniaIPT but has subsequently been merged into IPT, see Section 13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends has applied to apply for listing of list its shares on the New York American Stock Exchange, which listing would be is subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 5657% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 1716% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPTIPT (see, however, the discussion of the merger of Insignia and AIMCO in the following subsection of this Section 9 captioned "Insignia"). The XXXX Xxxxxx is expected to be completed in the first second quarter of 1998. Consummation However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30Year Ended Year Ended MARCH 31, DECEMBER 1998 December 31, 1997 December 31, 1996 ------------------ ----------------- ------------ ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues.................................................................. .......................................... $ 11,144 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.......................................... .................. $ 2,930 2,054 $ 6,074 $ 3,557 Net Income................................................................ ........................................ $ 2,930 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. .......................... $ 14,324 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 ..................... 19,427,760 18,573,151 11,168,036 IPLP Units Outstanding.................................................... ............................ 9,934,476 9,415,947 8,399,499 8,399,499 ---------- ---------- ------------- ------------- ------------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 ... 29,362,236 27,989,098 19,567,535 ============= ============= ============= Balance Sheets Data: Cash...................................................................... .............................................. $ 53,897 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3)........................................ ................ $ 126,505 177,681 $ 159,469 $ 118,741 Long-Term Debt............................................................ .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... ........................... $ 138,710 206,298 $ 200,659 $ 121,068

CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a newly formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with the Offer, and has no significant assets or liabilities at the present time. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the other limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II I to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996 for the purpose of acquiring and owning interests in multifamily residential properties, principally through the ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests in entities comprising or controlling the general partners of 36 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V IV for a list of the IPT Partnerships. IPT does not currently operate as a self-administered and self-managed REIT, but rather has engaged Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the AMIT Merger is consummated, IPT will become a publicly traded company (IPT presently intends to apply for listing of its shares on the New York Stock Exchange, which listing would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 56% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 17% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT. The XXXX Xxxxxx is expected to be completed in the first quarter of 1998. Consummation of the AMIT Merger Xxxxxx is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the respective shareholders of IPT and XXXX and the receipt by AMIT of a fairness opinion from its financial advisor to the effect that the AMIT Xxxxxx is fair to AMIT's shareholders from a financial point of view. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. IPT's principal executive offices are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule III II to this Offer to Purchase. IPLP does not have any officers or employees. Set forth below is certain consolidated financial information with respect to IPT and IPLP. INSIGNIA PROPERTIES TRUST SELECTED CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share and unit data) NINE MONTHS ENDED YEAR ENDED SEPTEMBER Nine Months Ended Year Ended September 30, DECEMBER December 31, 1997 1996 ----------------- ------------------ ------------ (unaudited) (audited) Statements of Operations Data: Revenues.................................................................. $ 11,144 $ 9,705 Income Before Extraordinary Item.......................................... $ 2,930 $ 3,557 Net Income................................................................ $ 2,930 $ 2,425 Supplemental Data: Funds From Operations(1).................................................. $ 14,324 $ 12,563 IPT Common Shares Outstanding............................................. 13,449,712 11,168,036 IPLP Units Outstanding.................................................... 8,399,499 8,399,499 ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)........................... 21,849,211 19,567,535 ========== ========== Balance Sheets Data: Cash...................................................................... $ 53,897 $ 4,928 Investments in IPT Partnerships(3)........................................ $ 126,505 $ 118,741 Long-Term Debt............................................................ $ 19,300 $ 19,730 Shareholders' Equity(4)................................................... $ 138,710 $ 121,068