CONSENT FORM CONSENT FORM
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AMERICA FIRST PARTICIPATING/PREFERRED EQUITY MORTGAGE FUND LIMITED PARTNERSHIP
THIS CONSENT is solicited by the General Partner of Prep Fund 1 in connection
with an action by written consent to be taken on or about April 9, 1998 to
approve the proposed merger (the "Merger") of Prep Fund 1 with and into America
First Mortgage Investments, Inc. (the "Company"), in accordance with the terms
of the Agreement and Plan of Merger, dated as of July 19, 1997 (the "Merger
Agreement"), and as more fully described in the Consent Solicitation
Statement/Prospectus, dated February 17, 1998, accompanying this Consent Form.
The consummation of the Merger and such related transactions will result in,
among other things, the exchange of the Units in Prep Fund 1 for Common Stock of
the Company. YOUR VOTE WILL BE RECORDED IN ACCORDANCE WITH THE INSTRUCTIONS
BELOW. IF NO INSTRUCTIONS ARE INDICATED ON THIS CONSENT FORM, BY YOUR SIGNATURE
BELOW YOU WILL BE DEEMED TO HAVE CONSENTED TO THE MERGER AND RELATED ACTIONS AS
SET FORTH HEREIN AND IN THE CONSENT SOLICITATION STATEMENT/ PROSPECTUS WITH
RESPECT TO ALL UNITS IN PREP FUND 1 HELD BY YOU. ABSTAINING OR FAILING TO SIGN
AND RETURN THE CONSENT FORM WILL HAVE THE EFFECT OF VOTING AGAINST THE MERGER
AND RELATED ACTIONS, SO THE GENERAL PARTNER URGES YOU TO COMPLETE AND RETURN
THIS FORM AS DESCRIBED BELOW. Capitalized terms used but not defined herein have
the meanings described in the Consent Solicitation Statement/Prospectus. For
additional information regarding this consent see the Consent Solicitation
Statement/Prospectus under the heading "THE CONSENT SOLICITATION."
THE GENERAL PARTNER AND THE SPECIAL COMMITTEE RECOMMEND VOTING FOR THE MERGER.
This consent is to (i) approve the Merger in accordance with the terms of the
Merger Agreement; (ii) approve the entering into and execution of the Merger
Agreement by the General Partner on behalf of Prep Fund 1; and (iii) to
authorize the taking of any action by the General Partner necessary or advisable
in the opinion of such General Partner to consummate the Merger, including all
transactions set forth in the Consent Solicitation Statement/ Prospectus. You
may vote on the actions described above by marking one of the following boxes:
/ / FOR / / AGAINST / / ABSTAIN
The undersigned acknowledges receipt of the Consent Solicitation
Statement/Prospectus pertaining to the Merger and affirms that he/she has read
such Consent Solicitation Statement/Prospectus in its entirety. Please sign this
Consent Form in the space provided below. Execution by Unitholders who are not
individuals must be made by an authorized signatory.
Dated: ______________________________,
1998
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Name of Unitholder
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Signature
Title:
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Signature if held jointly
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN UNITS ARE HELD BY JOINT TENANTS,
BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATION NAME, BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN A PARTNERSHIP NAME BY AUTHORIZED PERSON.
TO BE VALID THIS CONSENT FORM MUST BE RECEIVED BY APRIL 9, 1998. Please
complete, sign, date and return this Consent Form using the enclosed
postage-prepaid envelope or deliver to: Xxxxxx-Xxxxx Inc., 11th Floor, 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxx. Facsimile copies of
this Consent Form, properly completed and duly executed, will be accepted by
Xxxxxx-Xxxxx Inc. at (000) 000-0000. If you have any questions, please call our
Investor Services Department at 0-000-000-0000.
