Common use of CERTAIN INFORMATION CONCERNING THE PURCHASER 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 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 million square feet of commercial space. See Schedule IV for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its shares on the American Stock Exchange, which listing is subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule 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) THREE MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ----------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ $ 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... $ 2,054 $ 6,074 $ 3,557 Net Income.......................................... $ 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ $ 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... 19,427,760 18,573,151 11,168,036 IPLP Units Outstanding.............................. 9,934,476 9,415,947 8,399,499 ----------- ----------- ----------- IPT Common Shares and IPLP Units Outstanding(2)..... 29,362,236 27,989,098 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ $ 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. $ 177,681 $ 159,469 $ 118,741 Long-Term Debt...................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. $ 206,298 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 5.8 million square feet of commercial space. See Schedule IV for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its IPT's common shares have been approved for listing on the American Stock Exchange, which listing is 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 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of early September 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule 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) THREE SIX MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31JUNE 30, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ------------- ----------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ .......................................... $ 5,757 12,977 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... .................. $ 2,054 9,164 $ 6,074 $ 3,557 Net Income.......................................... ........................................ $ 2,080 8,907 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ .......................... $ 7,439 16,825 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.............................. ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 ----------- ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)..... ... $ 29,362,236 $ 27,989,098 $ 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ .............................................. $ 23,338 14,639 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. ................ $ 177,681 192,832 $ 159,469 $ 118,741 Long-Term Debt...................................... .................................... $ 21,957 21,951 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. ........................... $ 206,298 212,697 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31June 30, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 I 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 5.8 million square feet of commercial space. See Schedule IV V for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its IPT's common shares have been approved for listing on the American Stock Exchange, which listing is 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 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of early September 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule II 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) THREE SIX MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31JUNE 30, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ----------------- ----------------- ------------------- ------------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ .......................................... $ 5,757 12,977 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... .................. $ 2,054 9,164 $ 6,074 $ 3,557 Net Income.......................................... ........................................ $ 2,080 8,907 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ .......................... $ 7,439 16,825 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.............................. ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 ----------- ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)..... ... $ 29,362,236 $ 27,989,098 $ 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ .............................................. $ 23,338 14,639 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. ................ $ 177,681 192,832 $ 159,469 $ 118,741 Long-Term Debt...................................... .................................... $ 21,957 21,951 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. ........................... $ 206,298 212,697 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31June 30, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 I 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 million square feet of commercial space. See Schedule IV V for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its shares on the American Stock Exchange, which listing is subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule II 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) THREE MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ----------------- -------------- ---------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ ........................................................... $ 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... ................................... $ 2,054 $ 6,074 $ 3,557 Net Income.......................................... ......................................................... $ 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ ........................................... $ 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... ...................................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.............................. ............................................. $ 9,934,476 $ 9,415,947 $ 8,399,499 ----------- ----------- ----------- ------------ ------------ ------------ IPT Common Shares and IPLP Units Outstanding(2)..... .................... $ 29,362,236 $ 27,989,098 $ 19,567,535 ============ ============ ============ Balance Sheets Data: Cash................................................ ............................................................... $ 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. ................................. $ 177,681 $ 159,469 $ 118,741 Long-Term Debt...................................... ..................................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. ............................................ $ 206,298 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 million square feet of commercial space. See Schedule IV for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its shares on the American Stock Exchange, which listing is would be subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second third quarter of 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule 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) THREE MONTHS ENDED YEAR ENDED YEAR ENDED Year Ended Year Ended MARCH 31, 1998 DECEMBER December 31, 1997 DECEMBER December 31, 1996 ------------------ -------------- ----------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ .......................................... $ 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... .................. $ 2,054 $ 6,074 $ 3,557 Net Income.......................................... ........................................ $ 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ .......................... $ 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... ..................... $ 19,427,760 $ 18,573,151 $ 11,168,036 IPLP Units Outstanding.............................. ............................ $ 9,934,476 $ 9,415,947 $ 8,399,499 ----------- ----------- ----------- ---------- ---------- IPT Common Shares and IPLP Units Outstanding(2)..... ... $ 29,362,236 $ 27,989,098 $ 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ .............................................. $ 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. ................ $ 177,681 $ 159,469 $ 118,741 Long-Term Debt...................................... .................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. ........................... $ 206,298 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 I 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 5.8 million square feet of commercial space. See Schedule IV V for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its IPT's common shares have been approved for listing on the American Stock Exchange, which listing is 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 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of early September 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule II 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) THREE MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ----------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ $ 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... $ 2,054 $ 6,074 $ 3,557 Net Income.......................................... $ 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ $ 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... 19,427,760 18,573,151 11,168,036 IPLP Units Outstanding.............................. 9,934,476 9,415,947 8,399,499 ----------- ----------- ----------- IPT Common Shares and IPLP Units Outstanding(2)..... 29,362,236 27,989,098 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ $ 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. $ 177,681 $ 159,469 $ 118,741 Long-Term Debt...................................... $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. $ 206,298 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 I 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 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 million square feet of commercial space. See Schedule IV V for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its shares on the American Stock Exchange, which listing is subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule II 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) THREE MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ----------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ ........................................ $ 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... ................ $ 2,054 $ 6,074 $ 3,557 Net Income.......................................... ...................................... $ 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ ........................ $ 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... ................... 19,427,760 18,573,151 11,168,036 IPLP Units Outstanding.............................. .......................... 9,934,476 9,415,947 8,399,499 ----------- ----------- ---------- ---------- ----------- IPT Common Shares and IPLP Units Outstanding(2)..... . 29,362,236 27,989,098 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ ............................................ $ 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. .............. $ 177,681 $ 159,469 $ 118,741 Long-Term Debt...................................... .................................. $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. ......................... $ 206,298 $ 200,659 $ 121,068121,068 ----------------------------- (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.

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 I II to this Offer to Purchase. IPT and IPLPIPLP . IPT was formed by Insignia in May April 1996, for the purpose of acquiring and owning interests in 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. 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's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships own, in the aggregate, 349 properties containing approximately 73,000 residential apartment units and approximately 5.9 million square feet of commercial space. See Schedule IV V for a list of the IPT Partnerships in which IPT has a material investment. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time was an affiliate of IPT 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 has applied to list its shares on the American Stock Exchange, which listing is subject to completion of the AMIT Merger), and it is anticipated that Insignia and its affiliates will own approximately 57% of post-merger IPT, the former AMIT shareholders (other than Insignia and its affiliates) will own approximately 16% of post-merger IPT, and the current unaffiliated shareholders of IPT will own the remaining 27% of post-merger IPT (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 second quarter of 1998. However, consummation of the AMIT Merger is subject to several conditions, including approval of the AMIT Merger Agreement and the AMIT Merger by the shareholders of AMIT. Accordingly, there can be no assurance as to when the AMIT Merger will occur, or that it will occur at all. The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (000) 000-0000. For certain information concerning the trustees and executive officers of IPT, see Schedule II 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) THREE MONTHS ENDED YEAR ENDED YEAR ENDED MARCH 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ------------------ ----------------- --------------- -------------------- ----------------- (unaudited) (audited) (audited) Statements of Operations Data: Revenues............................................ Revenues ....................................... $ 5,757 $ 16,826 $ 9,705 Income Before Extraordinary Item.................... Item ............... $ 2,054 $ 6,074 $ 3,557 Net Income.......................................... Income ..................................... $ 2,080 $ 6,004 $ 2,425 Supplemental Data: Funds From Operations(1)............................ ) ....................... $ 7,439 $ 20,939 $ 12,563 IPT Common Shares Outstanding....................... Outstanding .................. 19,427,760 18,573,151 11,168,036 IPLP Units Outstanding.............................. Outstanding ......................... 9,934,476 9,415,947 8,399,499 ----------- ----------- ----------- IPT Common Shares and IPLP Units Outstanding(2)..... ) 29,362,236 27,989,098 19,567,535 =========== =========== =========== Balance Sheets Data: Cash................................................ Cash ........................................... $ 23,338 $ 37,432 $ 4,928 Investments in IPT Partnerships(3).................. ) ............. $ 177,681 $ 159,469 $ 118,741 Long-Term Debt...................................... Debt ................................. $ 21,957 $ 19,300 $ 19,730 Shareholders' Equity(4)............................. ) ........................ $ 206,298 $ 200,659 $ 121,068 (1) Funds from Operations represent income or loss from real estate operations, which is net income or loss in accordance with GAAP, excluding gains or losses from debt restructuring or sales of property, plus depreciation and provision for impairment. (2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares. (3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT Partnerships which IPT accounts for using the equity method. Of the remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method and two using the consolidation method. (4) Includes Insignia's minority interest in IPLP.