APARTMENT INVESTMENT & MANAGEMENT CO, S-4/A, 1998-12-09

APARTMENT INVESTMENT & MANAGEMENT CO
S-4/A, 1998-12-09
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1998

REGISTRATION NO. 333-66207

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)

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MARYLAND 6798 84-1259577
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

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1873 SOUTH BELLAIRE STREET, 17TH FLOOR PETER K. KOMPANIEZ
DENVER, COLORADO 80222 VICE CHAIRMAN OF THE BOARD OF DIRECTORS
(303) 757-8101 1873 SOUTH BELLAIRE STREET, 17TH FLOOR
(Address, including zip code, and DENVER, COLORADO 80222
telephone number, including area code, (303) 757-8101
of registrant's principal (Name, address, including zip code, and
executive offices) telephone number, including area code,
of agent for service)
</TABLE>

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Copies to:

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MICHAEL V. GISSER ALLAN R. WILLIAMS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP PROSKAUER ROSE LLP
300 SOUTH GRAND AVENUE 1585 BROADWAY
LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10036
(213) 687-5000 (212) 969-3000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following consummation of the merger described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and if there is compliance
with General Instruction G, check the following box. [ ]
If the Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
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Class A common stock, par value $.01 per
share..................................... 9,620,000(1) -- $286,144,398(2) $79,548(3)
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(1) Represents the maximum number of shares of Class A common stock of AIMCO
issuable (including shares issuable on account of IPT restricted shares and
options) using the 52-week low trading price of shares of Class A common
stock of AIMCO.

(2) Pursuant to Rules 457(f) and 457(c), represents (x) $12.125, the average of
the high and low prices, reported on the American Stock Exchange, on October
21, 1998, for common shares of beneficial interest of IPT multiplied by, (y)
23,599,538, the number of fully-diluted common shares of beneficial interest
of IPT outstanding on such date.
(3) The fee was wired to the SEC's lock-box account at Mellon Bank in two parts:
$69,681 on October 26, 1998 and $9,867 on October 27, 1998.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2

INSIGNIA PROPERTIES TRUST
55 BEATTIE PLACE
GREENVILLE, SOUTH CAROLINA 29602

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY , 1999

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WE ARE NOT ASKING FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
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To the Shareholders of Insignia Properties Trust:

You are hereby notified that a special meeting of shareholders of Insignia
Properties Trust will be held on January , 1999, beginning at 9:00 a.m., local
time, at 55 Beattie Place, Floor, Greenville, South Carolina 29602, for the
following purpose, except as otherwise may be properly brought before the
special meeting:

- - To consider and vote upon a proposal to approve the merger of a subsidiary of
Apartment Investment and Management Company with Insignia Properties Trust,
the Amended and Restated Agreement and Plan of Merger, dated as of December 7,
1998, by and among Apartment Investment and Management Company, Insignia
Properties Trust and TPI Acquisition Trust and the transactions contemplated
by that agreement.

Only holders of common shares of beneficial interest of Insignia Properties
Trust reflected in its records at the close of business on December , 1998,
are entitled to notice of and to vote at the special meeting and any adjournment
or postponement of the special meeting.

The attached Information Statement/Prospectus discusses the merger agreement and
other related matters. A copy of the merger agreement is included as Annex A to
the Information Statement/Prospectus. You are encouraged to read the Information
Statement/Prospectus and the documents incorporated therein by reference
carefully and completely.

Our principal executive offices are located at 55 Beattie Place, Greenville,
South Carolina 29602. Our telephone number is (864) 239-1300.

By Order of the Board of Trustees

Jeffrey P. Cohen
Secretary

Greenville, South Carolina
December , 1998
<PAGE> 3

INSIGNIA PROPERTIES TRUST INFORMATION STATEMENT

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY PROSPECTUS
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PROPOSED MERGER BETWEEN INSIGNIA PROPERTIES TRUST AND A

SUBSIDIARY OF APARTMENT INVESTMENT AND MANAGEMENT COMPANY

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Insignia Properties Trust or "IPT" will hold a special meeting of
shareholders on January , 1999, beginning at 9:00 a.m., local time, at 55
Beattie Place, Floor, Greenville, South Carolina 29602.

At the special meeting, shareholders of IPT will be asked to consider and
vote upon a proposal for the acquisition by Apartment Investment and Management
Company or "AIMCO" of all of the shares of IPT not already owned by AIMCO,
through a merger of a subsidiary of AIMCO with and into IPT. If the merger is
completed prior to March 1, 1999, each outstanding share of IPT not owned by
IPT, AIMCO or any of its subsidiaries will be converted into the right to
receive shares of Class A common stock of AIMCO or, at AIMCO's election, cash.
If the merger is completed on or after March 1, 1999, each outstanding share of
IPT must be converted into the right to receive shares of Class A common stock
of AIMCO. You will no longer receive regular quarterly distributions on your
shares of IPT, but instead, record holders of shares of IPT on the day before
the special meeting will be entitled to a special distribution for the period
beginning October 1, 1998 and ending on the day before the special meeting,
which distribution will be paid fifteen days after the record date. However, if
the merger is not completed before June 1, 1999, the Board of Trustees of IPT
may resume the payment of quarterly distributions, including for the period
during which distributions were not paid.

On October 1, 1998, AIMCO acquired Insignia Financial Group, Inc. or "IFG",
the former majority shareholder of IPT, through the merger of IFG into AIMCO. As
a result, AIMCO, directly or through its subsidiaries, became the owner of
approximately 51% of the then outstanding shares of IPT. Following that merger,
a former subsidiary of IFG which had been spun-off by IFG in September 1998 as a
publicly held company, changed its name to Insignia Financial Group, Inc., and
is referred to in this Information Statement/Prospectus as "New Insignia."

The merger, the amended and restated merger agreement and the transactions
contemplated thereby need to be approved and adopted by the holders of a
majority of the outstanding shares of IPT. AIMCO holds a majority of the
outstanding shares of IPT, which will be voted in favor of the merger.
Therefore, approval and adoption of the merger, the amended and restated merger
agreement and the transactions contemplated thereby are assured.

SEE "RISK FACTORS" BEGINNING ON PAGE FOR A DISCUSSION OF MATERIAL RISK
FACTORS THAT SHOULD BE CONSIDERED BY SHAREHOLDERS OF IPT.

This information statement informs IPT shareholders about the matters to be
approved at the special meeting, is a prospectus of AIMCO and is part of the
Registration Statement on Form S-4 filed by AIMCO with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in order to
register up to 9.62 million shares of Class A common stock of AIMCO,
approximately 4.43 million of which may be issued in the merger. The Class A
common stock of AIMCO is traded on the New York Stock Exchange under the symbol
"AIV."

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE MERGER, THE SECURITIES THAT MAY BE ISSUED IN THE
MERGER OR THE FAIRNESS OR MERITS OF THE MERGER. IN ADDITION, NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
DETERMINED IF THIS INFORMATION STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Information Statement/Prospectus is dated December , 1998 and is
first being mailed to IPT shareholders on or about December , 1998.
<PAGE> 4

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE
MERGER............................ 1
SUMMARY............................. 6
The Companies..................... 6
Apartment Investment and
Management Company........... 6
Insignia Properties Trust...... 7
Background of the Merger....... 7
The Special Meeting............... 8
Board of Trustees of IPT.......... 9
Possible Conflicts of Interest of
IPT Executive Officers and
Trustees in the Merger......... 9
Fairness Opinion of Financial
Advisor........................ 11
Summary of the Merger Agreement... 11
Effective Time of the Merger... 11
What Holders of Shares of IPT
Will Receive in the Merger... 12
Ownership of AIMCO Following
the Merger................... 12
Conditions to the Merger....... 12
Termination of the Merger
Agreement.................... 13
Accounting Treatment........... 13
Regulatory Matters............. 13
Federal Income Tax
Consequences................. 14
No Appraisal Rights............ 14
Stock Exchange Listing......... 14
Summary Risk Factors.............. 14
Fluctuations in Market Price...... 14
Comparative Per Share Data........ 15
Distributions..................... 17
Forward-Looking Statements........ 18
Summary Historical Financial
Information of AIMCO........... 19
Summary Consolidated and Combined
Financial Data of IPT.......... 23
Summary Pro Forma Financial and
Operating Information of
AIMCO.......................... 25
Summary Pro Forma Financial Data
of IPT......................... 29
</TABLE>

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RISK FACTORS........................ 31
Risks Relating to the Merger
Regardless of Whether You
Receive Class A Common Stock of
AIMCO in the Merger............ 31
Possible Conflicts of Interest
of IPT's Executive Officers
and Trustees in the Merger... 31
Consequences to IPT and You if
the Merger is Not
Completed.................... 32
Risks Relating to the Merger if
You Receive Class A Common
Stock of AIMCO in the Merger... 33
Risks Associated with AIMCO's
Integration of IPT and IFG... 33
Market Fluctuations............ 33
Risks Relating to AIMCO's and
IPT's Businesses............. 34
Risks of Acquisition and
Development Activities....... 34
Litigation Associated with
Partnership Acquisitions..... 34
Risks Associated With Debt
Financing.................... 35
Moody's Revision of AIMCO's
Outlook of Ratings to
Negative..................... 35
Increases in Interest Rates May
Increase AIMCO's Interest
Expense...................... 36
Risks of Interest Rate Hedging
Arrangements................. 36
Covenant Restrictions May Limit
AIMCO's Ability to Make
Payments to Its Investors.... 36
AIMCO Depends on Distributions
and Other Payments from Its
Subsidiaries................. 36
Real Estate Investment Risks... 37
Possible Environmental
Liabilities.................. 37
Laws Benefitting Disabled
Persons May Result in
Unanticipated Expenses....... 37
Risks Relating to Regulation of
Affordable Housing........... 38
The Loss of Property Management
Contracts Would Reduce
AIMCO's Revenues............. 39
Dependence on Certain Executive
Officers..................... 39
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Possible Conflicts of Interest;
Transactions with
Affiliates................... 39
Tax Risks......................... 40
Possible Adverse Consequences of
Limits on Ownership of
Shares......................... 41
AIMCO's Charter and Maryland Law
May Limit the Ability of a
Third Party to Acquire Control
of AIMCO....................... 42
Year 2000 Readiness Disclosure.... 43
INFORMATION CONCERNING THE SPECIAL
MEETING........................... 44
Purpose, Time and Place........... 44
Record Date; Quorum; Vote
Required....................... 44
Voting............................ 45
No Appraisal Rights............... 45
SPECIAL FACTORS TO CONSIDER......... 46
Introduction to the Merger........ 46
Background of the IFG Merger...... 46
Background of the Merger.......... 48
IPT's Reasons for the Merger;
Recommendation of the IPT
Board.......................... 51
AIMCO's Reasons for the Merger.... 56
Opinion of Financial Advisor to
the IPT Board.................. 57
Valuation of IPT.................. 59
Valuation of AIMCO................ 60
Certain Projected Financial
Information and Forward-Looking
Statements..................... 62
Interests of Trustees and
Management of IPT in the
Merger......................... 65
AIMCO's Relationship with IPLP.... 65
Certain Effects of the Merger;
Plans for IPT After the
Merger......................... 66
Federal Income Tax Consequences of
the Merger..................... 67
Accounting Treatment.............. 68
No Appraisal Rights............... 69
Regulatory Matters................ 69
Maryland Prohibition of Business
Combination Transactions....... 69
Stock Exchange Listing............ 69
Transaction Costs................. 70
Restrictions on Resales by
Affiliates..................... 70
THE MERGER AGREEMENT AND TERMS OF
THE MERGER........................ 71
The Merger........................ 71
Closing Date; Effective Time...... 71
Charter, Bylaws and Directors and
Officers....................... 71
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The Closing....................... 71
Manner and Basis of Converting IPT
Common Shares.................. 72
Representations and Warranties.... 73
Certain Covenants................. 74
Conditions to Consummation of
Merger......................... 79
Termination of the Merger
Agreement...................... 80
"Unwind" in the Event of a
Termination of the Merger
Agreement...................... 80
Amendment and Waiver.............. 81
SELECTED HISTORICAL FINANCIAL
INFORMATION OF AIMCO.............. 83
SELECTED CONSOLIDATED AND COMBINED
FINANCIAL DATA OF IPT............. 87
PRO FORMA FINANCIAL INFORMATION OF
AIMCO............................. 89
UNAUDITED PRO FORMA FINANCIAL
INFORMATION OF INSIGNIA PROPERTIES
TRUST............................. 133
BUSINESS OF AIMCO................... 139
Recent Developments............... 139
Accounting Policies and
Definitions.................... 142
Recent Contracts.................. 143
Year 2000 Compliance.............. 144
Conflict of Interest Policies..... 146
Policies with Respect to Other
Activities..................... 147
CAPITALIZATION OF AIMCO............. 149
BOARD OF DIRECTORS AND OFFICERS OF
AIMCO............................. 151
PRINCIPAL STOCKHOLDERS OF AIMCO..... 156
BUSINESS OF IPT..................... 158
General........................... 158
The IPT Partnerships.............. 159
Business Objectives............... 161
Acquisition Strategies............ 162
Operating Activities.............. 163
Investment Policies............... 164
Financing Policies................ 164
Conflict of Interest Policies..... 164
Policies with Respect to Other
Activities..................... 165
</TABLE>

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Properties........................ 166
Taxes/Depreciation................ 168
Mortgages......................... 170
Legal Proceedings................. 171
IPT FORMATION TRANSACTIONS AND
CERTAIN RECENT DEVELOPMENTS....... 174
IPT Formation Transactions........ 174
Certain Recent Developments....... 177
THE IPLP PARTNERSHIP AGREEMENT...... 184
Management........................ 184
Transferability of Interests...... 184
Capital Contributions............. 185
Redemption Rights................. 185
Operations........................ 186
Distributions and Allocations..... 186
Property Management and Contract
Loss Fee....................... 187
Put Rights........................ 188
Partnership Administration
Services....................... 189
Transfers of Controlling Interests
in IPT Entities................ 189
Term.............................. 190
Tax Matters Partner............... 190
ACQUISITION AND DISPOSITION SERVICES
AGREEMENT......................... 190
Acquisition and Disposition
Services....................... 190
Agreements Regarding Certain Real
Estate Opportunities........... 191
IPLP CREDIT AGREEMENT............... 192
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF IPT AND THE IPT
PARTNERSHIPS...................... 195
IPT............................... 195
IPT Partnerships.................. 201
BOARD OF TRUSTEES AND EXECUTIVE
OFFICERS OF IPT................... 205
PRINCIPAL SHAREHOLDERS OF IPT....... 211
DESCRIPTION OF COMMON STOCK OF
AIMCO............................. 213
General........................... 213
Restrictions on Transfer.......... 213
Business Combinations............. 215
Control Share Acquisitions........ 215
AIMCO Common Stock................ 216
Class B Common Stock.............. 216
</TABLE>

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DESCRIPTION OF PREFERRED STOCK OF
AIMCO............................. 218
General........................... 218
Class B Preferred Stock........... 219
Class C Preferred Stock........... 221
Class D Preferred Stock........... 222
Class E Preferred Stock........... 224
Class G Preferred Stock........... 226
Class H Preferred Stock........... 227
Class J Preferred Stock........... 228
FEDERAL INCOME TAXATION OF AIMCO AND
AIMCO STOCKHOLDERS................ 230
General........................... 230
Requirements for Qualification.... 232
Ownership of Partnership
Interests.................... 232
Income Tests................... 233
Asset Tests.................... 234
Annual Distribution
Requirements................. 234
Distribution of Acquired
Earnings and Profits......... 235
Failure to Qualify................ 236
Tax Aspects of AIMCO's Investments
in Partnerships................ 236
General........................ 236
Entity Classification.......... 236
Tax Allocations with Respect to
the Properties............... 237
Sale of the Properties......... 238
Taxation of Management
Subsidiaries................... 238
Taxation of Taxable Domestic
Stockholders................... 238
Distributions.................. 238
Disposition of AIMCO Common
Stock........................ 239
Taxation of Foreign
Stockholders................... 239
Ordinary Dividends............. 239
Non-Dividend Distributions..... 240
Capital Gain Dividends......... 240
Dispositions of AIMCO Common
Stock........................ 240
Estate Tax..................... 241
Taxation of Tax-Exempt
Stockholders................... 241
Information Reporting Requirements
and Backup Withholding......... 242
COMPARATIVE RIGHTS OF SHAREHOLDERS
OF AIMCO AND IPT.................. 243
Authorized Shares................. 243
Board of Trustees/Directors....... 243
</TABLE>

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Committees of the Board........... 244
Cumulative Voting................. 245
Newly Created Positions or
Vacancies...................... 245
Removal of Trustees or
Directors...................... 246
Special Meeting................... 246
Shareholder Action by Written
Consent........................ 246
Restrictions on Share Transfers... 246
Preemptive Rights................. 247
Business Combinations............. 247
Control Share Acquisitions........ 248
</TABLE>

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Appraisal Rights.................. 249
Indemnification................... 249
LEGAL MATTERS....................... 251
EXPERTS............................. 251
WHERE YOU CAN FIND MORE
INFORMATION....................... 253
INDEX TO FINANCIAL STATEMENTS....... F-1
Amended and Restated Agreement and
Plan of Merger.................... A-1
Opinion of Lehman Brothers.......... B-1
</TABLE>

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<PAGE> 8

QUESTIONS AND ANSWERS
ABOUT THE MERGER

Q: WHAT IS THE MERGER?

A: The merger will combine the operations of IPT's multifamily housing
business with AIMCO's multifamily housing business to create a more
significant presence in that industry. Following the merger, IPT will no
longer be a publicly held company.

Q: WHY ARE WE PROPOSING THE MERGER?

A: AIMCO became the owner of IFG's majority interest in IPT when IFG merged
into AIMCO on October 1, 1998. The merger agreement, dated May 26, 1998,
between IFG and AIMCO required AIMCO to offer to acquire the shares of IPT
(not owned by IFG), by merger, at a price not less than $13.25 per share in
cash. AIMCO expects that the merger will enhance operational synergies,
eliminate duplication of certain expenses and avoid possible future
conflicts of interest between AIMCO and IPT.

Q: DID THE BOARD OF TRUSTEES OF IPT APPROVE THE MERGER?

A: Yes. On October 1, 1998, after considering various factors, including the
opinion of Lehman Brothers referred to below, the Board of Trustees of IPT
(which did not include any trustees appointed by AIMCO) (with one trustee
not in attendance) unanimously deemed the merger, as originally
contemplated, advisable and in the best interest of IPT and directed the
merger, as originally contemplated, be submitted to the IPT shareholders
for consideration with their recommendation. On December 7, 1998, the Board
of Trustees of IPT (with the AIMCO nominated trustees abstaining) ratified
and reaffirmed its previous findings regarding the fairness of the merger,
as contemplated by the original merger agreement, as modified by an amended
and restated merger agreement. On such date, the Board of Trustees of IPT
(with the AIMCO nominated trustees abstaining) unanimously deemed the
merger advisable and in the best interest of IPT and directed that the
merger, the amended and restated merger agreement and the transactions
contemplated by that agreement be submitted to the IPT shareholders with
their recommendation. The trustees, however, may be deemed to have a number
of conflicts of interest.

Q: DID A FINANCIAL ADVISOR DELIVER A FAIRNESS OPINION TO THE BOARD OF TRUSTEES
OF IPT?

A: Yes. Lehman Brothers, IPT's financial advisor, delivered an opinion to the
Board of Trustees of IPT that, from a financial point of view, the
consideration to be paid in the merger, as originally contemplated, is fair
to IPT's shareholders (other than AIMCO, IFG and their subsidiaries).

Q: WHAT IS AIMCO?

A: AIMCO is a self-administered and self-managed REIT that owns, develops,
expands and manages multifamily apartment properties. As of October 31,
1998, AIMCO owned or managed 386,430 apartment units in 2,240 properties
located in 49 states, the District of Columbia and Puerto Rico (including
approximately 339 properties controlled by IPT). Based on apartment unit
data compiled as of January 1, 1998 by the National Multi Housing Council,
AIMCO believes that, upon the merger of IFG into AIMCO, AIMCO became the
largest owner and manager of multifamily apartment properties in the United
States.

1
<PAGE> 9

Q: HOW WILL THE MERGER AFFECT ME?

A: If the merger is consummated, you will no longer be a shareholder of IPT,
and your shares of IPT will be converted into shares of Class A common
stock of AIMCO or, at AIMCO's election, cash, as described below.

Q: HOW ARE MY SHARES OF IPT VALUED IN THE MERGER?

A: Shares of IPT are valued at $13.28 per share if paid for in shares of Class
A common stock of AIMCO and $13.25 per share if paid for in cash. These
amounts will be adjusted downwards if IPT makes distributions in order to
maintain its qualification as a REIT for income tax purposes and will be
paid in the manner described below. The cash amount per share ($13.25) may
be increased slightly to include interest, depending on when the merger is
completed.

Q: WHAT WILL I RECEIVE IN THE MERGER?

A: The form and per-share amount of consideration to be received by IPT
shareholders in the merger will depend upon two factors:

-The first factor is when the merger is completed. If the merger is
completed prior to March 1, 1999, AIMCO can elect whether it wants to pay
the merger consideration in Class A common stock or cash. AIMCO's
determination as to whether the merger consideration will be paid in cash
will be based upon market conditions at the time of election. Among the
factors to be considered are AIMCO's best estimate of what the market
valuation of shares of Class A common stock of AIMCO might be at the
closing, the alternative uses for AIMCO's cash (including, but not limited
to, investments in new multifamily residential properties and purchasing
limited partnership interests in limited partnerships that AIMCO manages
or controls) and the availability and cost of financing. After February
28, 1999, AIMCO must use stock to complete the merger. IPT will issue a
press release at least 12-trading days before the special meeting to
announce whether AIMCO has elected to pay the merger consideration in cash
in lieu of stock.

-The second factor is the price at which Class A common stock of AIMCO
trades during a period before the time of the merger. This trading price
affects the "AIMCO Exchange Value," which depends on the date the merger
is completed. The AIMCO Exchange Value will be the lower of the average
sales price of Class A common stock of AIMCO on the NYSE during the last
10-trading days of 1998 or the average sales price of Class A common stock
of AIMCO on the NYSE for the 10-trading days before the special meeting.

Illustrative Example:

If the merger had been completed on December , 1998, the AIMCO Exchange
Value would have been $ . If no special distributions were paid on
shares of IPT and you owned one share of IPT, you would have received
shares of

2
<PAGE> 10

Class A common stock of AIMCO, or, if AIMCO had elected to pay the merger
consideration in cash, you would have received $13.25 in cash.

Precise Method of Calculation:

The precise calculation of the form and amount of the merger consideration
is very complex. In general though, the consideration you will receive for
each share of IPT will be either:

(1) shares of Class A common stock of AIMCO equal to $13.28 divided by the
AIMCO Exchange Value; or

(2) if AIMCO elects to pay the merger consideration in cash in lieu of
stock, cash in the amount of $13.25 plus:

- if the merger is completed in January 1999: cash equal to $0.0018
multiplied by the number of days from January 1, 1999 through the day
before completion of the merger, or

- if the merger is completed in February 1999: cash equal to $0.0036
multiplied by the number of days from January 1, 1999 through the day
before completion of the merger.

The dollar amounts listed in (1) and (2) above will be reduced, on a per
share basis, by any distributions IPT makes to maintain its real estate
investment trust or "REIT" status for income tax purposes.

The closing prices for Class A common stock of AIMCO on the NYSE and shares
of IPT on the American Stock Exchange on December , 1998 were $ per
share and $ per share, respectively.

Q: DO I STILL RECEIVE REGULAR QUARTERLY DISTRIBUTIONS ON MY SHARES OF IPT?

A: No. You will no longer receive regular quarterly distributions on your
shares of IPT, but instead, record holders of shares of IPT on the day
before the special meeting will be entitled to a special distribution for
the period beginning October 1, 1998 and ending on the day before the
special meeting, which distribution will be paid fifteen days after the
record date. However, if the merger is not completed before June 1, 1999,
the Board of Trustees of IPT may resume the payment of quarterly
distributions, including for the period during which distributions were not
paid.

Q: HOW CAN YOU FIND OUT THE CURRENT AIMCO EXCHANGE VALUE?

A: You may call toll free 1-877-249-6580 to obtain the then current AIMCO
Exchange Value, which will be based on the most recent 10-day trading
period (remember this may not be the actual 10-day period which will be
used to determine the AIMCO Exchange Value).

Q: ARE THERE ANY RISKS ASSOCIATED WITH THE MERGER?

A: You should consider carefully certain risks relating to the merger. For
instance:

- AIMCO has significant amounts of debt outstanding, certain of which
bears interest at variable rates and imposes significant restrictions
on AIMCO;

- AIMCO may not be able to combine the businesses of AIMCO and IPT
successfully and may not realize the benefits anticipated from the
merger;

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- AIMCO and IPT are subject to various risks associated with
investments in and management of real estate; and

- if the merger agreement is terminated, AIMCO and IPT will unwind
certain transactions entered into between AIMCO and IPT (or entities
controlled by IPT) before such termination.

Q: WHEN WILL THE MERGER BE COMPLETED?

A: We plan to complete the merger on the day of the special meeting, assuming
all conditions to the merger are met or waived. We currently anticipate
completing the merger in January 1999.

Q: WHAT DO I NEED TO DO NOW?

A: Nothing. We are not asking for a proxy, and you are requested not to send
us a proxy. The shares of IPT held by AIMCO (approximately 51% of those
outstanding as of the record date) will be voted in favor of the merger,
the merger agreement and the transactions contemplated thereby.
Accordingly, approval is assured. However, you may attend the special
meeting and vote your shares of IPT or grant a proxy with respect to your
shares of IPT, if you wish. Although AIMCO Properties, L.P., a subsidiary
of AIMCO, owns limited partnership units in Insignia Properties, L.P., a
subsidiary of IPT, which could be converted into shares of IPT, AIMCO
currently has no plans to cause AIMCO Properties, L.P. to request such a
conversion.

Q: IF MY SHARES OF IPT ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER
VOTE THEM FOR ME?

A: No. If you hold your shares of IPT in the name of a broker or other
nominee, and you wish either to attend the special meeting and vote your
shares of IPT or grant a proxy with respect to your shares of IPT, you will
need to obtain a letter from the broker or nominee confirming your
ownership of shares of IPT and bring it with you to the special meeting or
provide it with the proxy.

Q: SHOULD I SEND IN MY SHARE CERTIFICATES NOW?

A: No. After the merger is completed, AIMCO will send you written instructions
for sending in your share certificates and receiving payment for your
shares of IPT.

Q: WHAT REMEDY DO I HAVE IF I DO NOT VOTE FOR THE MERGER AND THE MERGER
PROCEEDS ANYWAY?

A: Under Maryland law, you will not be entitled to any objecting shareholders'
rights to fair value in connection with the merger.

Q: WILL I RECOGNIZE TAXABLE GAIN OR LOSS ON THE MERGER?

A: If AIMCO pays the merger consideration in shares of Class A common stock of
AIMCO, you will not recognize taxable gain or loss on the receipt of Class
A common stock of AIMCO in exchange for your shares of IPT. If AIMCO elects
to pay the merger consideration in cash in lieu of stock, you will
recognize taxable gain or loss in an amount by which the cash you receive
in the merger exceeds or is less than your adjusted tax basis in your
shares of IPT.

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER TO YOU
DEPENDS ON THE FACTS OF YOUR INDIVIDUAL CIRCUMSTANCES. YOU ARE URGED TO
REVIEW THE DISCUSSION IN THIS DOCUMENT UNDER "SPECIAL FACTORS TO
CONSIDER -- FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER" AND TO CONSULT
YOUR TAX ADVISOR WITH REGARD TO SPECIFIC TAX CONSEQUENCES OF THE MERGER TO
YOU.

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<PAGE> 12

Q: WHAT OTHER MATTERS WILL BE VOTED ON AT THE SPECIAL MEETING?

A: None. IPT's bylaws prohibit any other matters from being voted on at the
special meeting, other than adjournment or postponement of the special
meeting.

Q: WHAT WILL HAPPEN IF THE MERGER IS NOT COMPLETED?

A: If the merger is not completed, AIMCO would continue to control the
majority of the outstanding shares of IPT but will lose control of the
Board of Trustees of IPT for up to a two-year period. Transactions
involving AIMCO and IPT (or entities controlled by IPT) that occurred
before the termination of the merger agreement would be unwound.

Q: WHO CAN HELP ANSWER MY QUESTIONS?

A: If you have more questions about the merger, you should contact:

Insignia Properties Trust
55 Beattie Place
Greenville, South Carolina 29602
Attention: Leeann Morein
Telephone: (864) 239-1300

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<PAGE> 13

SUMMARY

Because this is a summary, it does not contain all of the information that
may be important to you. To better understand the merger, and for a more
complete description of the legal terms of the merger, you should carefully read
this entire Information Statement/ Prospectus and the documents to which we have
referred you. See "Where You Can Find More Information" on page . You should
not place undue reliance on forward looking statements in this document or the
documents to which we have referred you. See "Forward Looking Statements" at
page .

THE COMPANIES

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222-4348
(303) 757-8101

AIMCO is a Maryland corporation formed on January 10, 1994. AIMCO is a
self-administered and self-managed REIT, which owns, buys, develops, expands and
manages multifamily apartment properties. As of October 31, 1998, AIMCO owned or
managed 386,430 apartment units in 2,240 properties located in 49 states, the
District of Columbia and Puerto Rico (including approximately 339 properties
controlled by IPT). Based on apartment unit data compiled as of January 1, 1998
by the National Multi Housing Council, AIMCO believes that, as of October 1,
1998, it became the largest owner and manager of multifamily apartment
properties in the United States. As of October 31, 1998, AIMCO:

- owned or controlled 62,955 units in 241 apartment properties;

- held an equity interest in 168,746 units in 897 apartment properties;
and

- managed 154,729 units in 1,102 apartment properties for third party
owners and affiliates.

AIMCO conducts substantially all of its operations through AIMCO
Properties, L.P., AIMCO's operating partnership. AIMCO's wholly owned
subsidiary, AIMCO-GP, Inc., is the sole general partner of AIMCO Properties,
L.P. Through AIMCO-GP and another of AIMCO's wholly owned subsidiaries, as of
October 31, 1998, AIMCO owned approximately an 83% interest in AIMCO Properties,
L.P. AIMCO manages apartment properties for third parties and affiliates through
unconsolidated subsidiaries that AIMCO refers to as the "management companies."

Generally, when we refer to AIMCO in this Information Statement/Prospectus,
we are referring to AIMCO, AIMCO Properties, L.P., the management companies and
their respective subsidiaries.

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<PAGE> 14

INSIGNIA PROPERTIES TRUST
One Insignia Financial Plaza
Greenville, South Carolina 29602
(864) 239-1300

IPT is a Maryland real estate investment trust, which primarily acquires
and owns interests in multifamily residential properties. IPT was formed in May
1996 and has been organized and operates in a manner that qualifies it to be
taxed as a REIT.

As of October 1, 1998, IPT controlled 121 real estate limited partnerships
and owned ten real estate properties. IPT or one of its subsidiaries owned a
controlling interest in each entity that comprised or controlled the managing
general partner of each such controlled limited partnership. Insignia
Properties, L.P., the operating partnership of IPT, and its subsidiaries owned
the limited partner interests in such controlled limited partnerships. As of
October 1, 1998, such controlled limited partnerships owned a total of
approximately 339 properties containing approximately 70,000 residential
apartment units and approximately 5.9 million square feet of commercial space.
Partnerships in which IPT held a material interest (the "IPT Partnerships")
owned a total of approximately 197 properties containing approximately 48,000
residential apartment units and approximately 3.0 million square feet of
commercial space.

On September 17, 1998, IPT acquired by merger Angeles Mortgage Investment
Trust, which made secured and unsecured intermediate-term real estate loans. On
September 17, 1998, Angeles Mortgage Investment Trust had 19 loans outstanding
with an aggregate principal balance of approximately $21.1 million. As a result
of that merger, shares of IPT were listed on the American Stock Exchange.

Generally, when we refer to IPT in this Information Statement/Prospectus,
we are referring to IPT, Insignia Properties, L.P. and subsidiaries of these
entities.

BACKGROUND OF THE MERGER

On March 17, 1998, IFG and AIMCO announced that they had entered into a
merger agreement pursuant to which IFG would merge with and into AIMCO. In
connection with the merger with IFG, AIMCO agreed to propose to acquire the
shares of IPT not owned by IFG by merger at a price not less than $13.25 in cash
per share of IPT.

In order to facilitate IFG's merger with AIMCO, on September 21, 1998, IFG
distributed all of the outstanding common stock of New Insignia to stockholders
of record of shares of Class A common stock of IFG on September 15, 1998. New
Insignia specializes in international commercial real estate services,
single-family home brokerage and mortgage origination, condominium and
cooperative apartment management, equity co-investment and other services, which
are businesses that AIMCO did not want to acquire, and IFG did not want to sell.

During September 1998, IPT and AIMCO began negotiating a merger agreement
and other documents, including amendments to IPT's bylaws. On October 1, 1998, a
special meeting of the Board of Trustees of IPT (which did not include any
trustees nominated by AIMCO) was attended by all but one trustee. At such
meeting, Lehman Brothers delivered a presentation on the fairness of the merger,
as originally contemplated, and rendered its written opinion regarding the
fairness, from a financial point of view, of the

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<PAGE> 15

consideration to be received by the IPT shareholders (other than AIMCO, IFG and
their subsidiaries) in the merger, as originally contemplated, as described in a
draft merger agreement. In addition, at such meeting, the trustees approved,
among other things: (1) the original merger agreement, (2) the increase in the
number of IPT trustees to eleven, (3) the resignation of two trustees of IPT,
(4) amendments to IPT's bylaws that allocated certain powers to the five
remaining trustees of IPT (or successors chosen by them) and (5) the election of
six new trustees nominated by AIMCO (all of whom are directors and/or executive
officers of AIMCO).

On October 1, 1998, IFG and AIMCO consummated their merger. On October 2,
1998, IPT and AIMCO executed the original merger agreement.

Following the execution of the original merger agreement, Insignia
Properties, L.P. and AIMCO Properties, L.P. entered into an agreement pursuant
to which Insignia Properties, L.P. transferred the economic rights to a
substantial portion of its assets to AIMCO Properties, L.P. and AIMCO
Properties, L.P. assumed all of the obligations of Insignia Properties, L.P.
related to such assets in exchange for approximately 10.2 million units of
limited partnership interest in AIMCO Properties, L.P. This exchange was
required by the IFG/AIMCO merger agreement and completed to avoid potential
adverse tax consequences to AIMCO.

In addition, on October 16, 1998, Insignia Properties, L.P. provided
approximately $17.1 million to subsidiary limited partnerships of AIMCO
Properties, L.P. to acquire seven multifamily residential properties from an
unaffiliated third party. In consideration for such amount, AIMCO Properties,
L.P. assigned all of the economic rights to its limited partnership interests in
such subsidiaries to Insignia Properties, L.P. for an amount equal to the price
cost of such residential properties. See "Special Factors to Consider --
Background of the Merger."

In the interest of clarifying certain ambiguities and inconsistencies in
the original merger agreement and to change the structure of the merger to the
merger of a subsidiary of AIMCO into IPT instead of a merger of IPT into AIMCO,
on December 7, 1998, the parties amended and restated the original merger
agreement. The amended and restated merger agreement, which we refer to as the
Merger Agreement, did not materially alter the rights or interests of the IPT
shareholders and was unanimously approved by the IPT Board of Trustees (with the
AIMCO nominated trustees abstaining).

THE SPECIAL MEETING

The special meeting of IPT shareholders will be held on January , 1999,
beginning at 9:00 a.m., local time, at the offices of IPT, 55 Beattie Place,
Floor, Greenville, South Carolina.

At the special meeting, as it may be adjourned or postponed, we will ask
you to approve the merger, the Merger Agreement and the transactions
contemplated by the Merger Agreement. We will not transact any other business at
the special meeting.

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<PAGE> 16

Record Date

If you owned shares of IPT as of the close of business on December ,
1998, you are entitled to vote on the merger. On December , 1998, there were
23,482,538 shares of IPT outstanding, of which approximately 56.5% were
beneficially owned by AIMCO and trustees and executive officers of IPT. You will
be entitled to one vote at the special meeting for each share of IPT you owned
on December , 1998.

Required Vote

In order for the merger to occur, the holders of a majority of the
outstanding shares of IPT must vote in favor of the merger. All of the shares of
IPT owned by AIMCO will be voted in favor of the merger, the Merger Agreement
and the transactions contemplated by that agreement. THEREFORE, APPROVAL OF THE
MERGER, THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT
ARE ASSURED.

BOARD OF TRUSTEES OF IPT

On October 1, 1998, a special meeting of the Board of Trustees of IPT
(which did not include any trustees nominated by AIMCO) was attended by all but
one trustee. At that meeting, the Board of Trustees of IPT unanimously deemed
the merger, as originally contemplated, advisable and in the best interest of
IPT and directed the merger, as originally contemplated, be submitted to the IPT
shareholders for consideration along with their recommendation. On December 7,
1998, at a special meeting of the Board of Trustees of IPT, the Board of
Trustees of IPT (with the AIMCO nominated trustees abstaining), unanimously
ratified and reaffirmed its previous findings regarding the fairness of the
merger, as contemplated by the original merger agreement, as modified by the
Merger Agreement. At such meeting, the Board of Trustees of IPT (with the AIMCO
nominated trustees abstaining), unanimously deemed the merger advisable and in
the best interest of IPT and directed that the merger, the Merger Agreement and
the transactions contemplated thereby to be submitted to the IPT shareholders
with their recommendation.

POSSIBLE CONFLICTS OF INTEREST OF IPT EXECUTIVE OFFICERS AND TRUSTEES IN THE
MERGER

In considering the recommendation of the Board of Trustees of IPT, you
should be aware that executive officers and trustees of IPT who negotiated and
approved the original merger agreement, the Merger Agreement and the IFG/AIMCO
merger agreement dated as of May 26, 1998 may have interests that differ from
the interests of IPT shareholders generally. James A. Aston, Andrew L. Farkas,
Frank M. Garrison and Ronald Uretta, former senior executive officers of IFG,
were members of the Board of Trustees of IPT at the time the original merger
agreement was executed and all but Mr. Uretta were members of the Board of
Trustees of IPT at the time the Merger Agreement was executed. Messrs. Aston,
Farkas and Garrison will continue to be trustees of IPT until the completion of
the merger or two years after termination of the Merger Agreement. Messrs.
Aston, Farkas, Garrison and Uretta also were senior executives of IFG at the
time the IFG/AIMCO merger agreement dated as of May 26, 1998 was executed.

In connection with the merger between IFG and AIMCO and the spinoff of
shares of New Insignia, the following transactions occurred:

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<PAGE> 17

- - IFG retired stock options and warrants, whether vested or unvested, held by
each of Messrs. Aston, Farkas, Garrison and Uretta at a price equal to the
difference between the exercise price of such option or warrant and $25 per
share. IFG paid an aggregate of $20.8 million to these individuals to retire
all options and warrants held by them; and

- - Each of Messrs. Aston, Farkas, Garrison and Uretta executed employment
agreements with New Insignia. Under these employment agreements, as a result
of the merger between IFG and AIMCO, they received an aggregate payment of
approximately $11.5 million, which included lump sum payments and bonus
payments equal to the pro-rata portion, calculated from January 1, 1998
through October 1, 1998, of the bonuses paid to such individuals in 1997; and

- - Upon completion of the merger between IFG and AIMCO, the existing employment
agreements between IFG and each of Messrs. Aston, Farkas, Garrison and Uretta
were converted into consulting and non-competition agreements, and were
assumed by AIMCO, with terms similar to the terms of the prior employment
agreements. The aggregate present value of the payments under such consulting
agreements was approximately $4.9 million as of August 10, 1998. In connection
with Mr. Farkas' consulting agreement with AIMCO, AIMCO agreed to make all
payments under the lease for Mr. Farkas' office in New York, New York through
October 31, 1999. Mr. Farkas has exclusive use of the office during such time;
and

- - Loans made by IFG to each of Messrs. Aston, Farkas, Garrison and Uretta in the
aggregate principal amount of $3 million with an interest rate of 6.5% per
annum will be forgiven, over a five-year period beginning January 1, 1998, in
consideration for covenants made by these individuals in their consulting and
non-competition agreements assumed by AIMCO in the merger between IFG and
AIMCO; and

- - Mr. Farkas, IFG, a trust for Mr. Farkas' children and its trustees entered
into an indemnification agreement. AIMCO (as successor to IFG) has agreed to
indemnify Mr. Farkas, the trust and the trustees thereof for all losses that
they may incur from third party claims or derivative actions that may arise
out of the execution, performance or failure to perform certain agreements
entered into by them in connection with the merger between IFG and AIMCO; and

- - Messrs. Aston, Farkas, Garrison and Uretta, as stockholders of IFG, received
an aggregate of shares of Class E Cumulative Convertible Preferred Stock
of AIMCO upon completion of the merger between IFG and AIMCO.

Following the execution of the original merger agreement, the following
transactions occurred:

- - An aggregate of 20,000 restricted shares of IPT granted to two former
executive officers of IPT became vested pursuant to retention agreements
entered into between such officers and IPT, and IPT paid an aggregate of
$81,250 to retire options to purchase an aggregate of 25,000 shares of IPT
held by the same two former senior executive officers; and

- - IPT entered into consulting agreements with each of Messrs. Aston, Farkas,
Garrison and Uretta, pursuant to which these individuals have become
consultants to IPT for a fee of $1,000 per month until February 2003.

As of December 1, 1998, Messrs. Aston, Farkas, Garrison, Herrmann, Eckstein
(each current trustees of IPT) and Uretta (a former trustee of IPT) owned an
aggregate of

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<PAGE> 18

1,312,260 shares of IPT, of which 378,990 are unvested restricted shares of IPT.
Upon completion of the merger, all of the 378,990 shares which remain unvested
will convert into that number of restricted shares of Class A common stock of
AIMCO equal to $13.28 divided by the AIMCO Exchange Value, regardless of whether
AIMCO elects to pay the merger consideration in cash. The terms and vesting of
the restricted shares will not be affected by the merger.

FAIRNESS OPINION OF FINANCIAL ADVISOR

Prior to approving the original merger agreement and the merger, the Board
of Trustees of IPT received an opinion from its financial advisor, Lehman
Brothers on October 1, 1998, that, from a financial point of view, the
consideration to be paid in the merger, as originally contemplated, is fair to
the IPT shareholders (other than AIMCO, IFG and their subsidiaries). This
opinion is included at the back of this Information Statement/Prospectus as
Annex B. We encourage you to read this opinion.

As compensation for its services in connection with the merger and the
rendering of its fairness opinion, IPT paid Lehman Brothers a fee of $750,000
plus expenses.

Lehman Brothers also rendered opinions to IFG and IPT on March 17, 1998 in
connection with the merger between IFG and AIMCO. As compensation for its
services in connection with the merger between IFG and AIMCO, IFG paid Lehman
Brothers fees of approximately $4.6 million. IFG and IPT have agreed to
indemnify Lehman Brothers and related persons against certain liabilities in
connection with its engagement, including certain liabilities under Federal
securities laws.

Lehman Brothers currently is a lender to IPT under a $50 million credit
facility and to New Insignia under a $185 million credit facility. On October 1,
1998, AIMCO and an affiliate of Lehman Brothers signed a $300 million unsecured
one-year term loan established in connection with the merger between IFG and
AIMCO. Lehman Brothers also was a lender under a $300 million credit facility
with IFG, which was repaid at the time of the merger between IFG and AIMCO with
the proceeds of the loan to AIMCO.

At the times Lehman Brothers rendered its opinions to IFG and IPT, Lehman
Brothers and an officer of Lehman Brothers owned an aggregate of 510,000 shares
of IPT.

SUMMARY OF THE MERGER AGREEMENT

The Merger Agreement is included at the back of this Information Statement/
Prospectus as Annex A. We encourage you to read the Merger Agreement as it is
the legal document that governs the merger.

Effective Time of the Merger

The merger will be effective when the articles of merger are accepted for
record by the State Department of Assessments and Taxation of Maryland. We
expect that the merger will be completed on the day of the special meeting,
assuming all conditions to the merger have been satisfied.

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What Holders of Shares of IPT Will Receive in the Merger

The precise calculation of the form and amount of merger consideration is
complex. As of the effective time of the merger, each share of IPT outstanding
immediately prior to the effective time and which is not held by AIMCO, IPT or
any of their subsidiaries or which are not restricted shares of IPT, will be
converted into the right to receive shares of Class A common stock of AIMCO or,
at AIMCO's election, cash. AIMCO's determination of whether the merger
consideration will be paid in cash will be based upon market conditions at the
time of election. Among the factors to be considered are AIMCO's best estimate
of what the market valuation of shares of Class A common stock of AIMCO might be
at the closing, the alternative uses for AIMCO's cash (including, but not
limited to, investments in new multifamily residential properties and purchasing
limited partnership interests in limited partnerships that AIMCO manages or
controls) and the availability and cost of financing. At least 12-trading days
before the special meeting, AIMCO will notify IPT whether the merger
consideration will be paid in cash. If the merger occurs after February 28,
1999, AIMCO cannot make such an election and must use only stock to complete the
merger. IPT will issue a press release to announce whether AIMCO has elected to
pay the merger consideration in cash at least 12-trading days before the date
the special meeting is held.

If the merger consideration consists of shares of Class A common stock of
AIMCO, the number of shares of Class A common stock of AIMCO issuable per IPT
share will be determined by dividing (a) (i) $13.28 minus (ii) any distributions
made on shares of IPT to maintain its qualification as a REIT for income tax
purposes, by (b) the AIMCO Exchange Value (a ten day average of trading prices).
If AIMCO elects to pay the merger consideration in cash in lieu of stock, the
merger consideration will be determined by the sum of (1) $13.25 plus (2)
interest dependent upon when the transaction closes, minus (3) any distributions
made on shares of IPT to maintain its qualification as a REIT for income tax
purposes.

Ownership of AIMCO Following the Merger

If the merger consideration is paid in shares of Class A common stock of
AIMCO, the number of shares of Class A common stock of AIMCO to be issued in the
merger will depend on the market price of Class A common stock of AIMCO over a
10-day trading period. The formula is described in the Merger Agreement and on
page of this Information Statement/Prospectus. Assuming that AIMCO did not
elect to pay cash, and assuming the merger had been completed on November 30,
1998, IPT shareholders (other than AIMCO and its subsidiaries) would own
approximately 7.3% of the outstanding shares of Class A common stock of AIMCO
after the merger.

Conditions to the Merger

The merger will be completed only if a number of conditions are met or
waived, including the following:

- the required approval of IPT shareholders has been obtained;

- no law, regulation, injunction or order restrains or prohibits completion
of the merger;

- if shares of Class A common stock of AIMCO are to be issued in the
merger, the registration statement filed in connection with the issuance
of shares of Class A

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<PAGE> 20

common stock of AIMCO in the merger will be effective at the time the
merger is completed;

- breaches of representations or warranties by IPT do not result in
aggregate losses, damages and expenses to AIMCO of more than $50 million;

- breaches of representations or warranties by AIMCO or material adverse
changes of AIMCO and its subsidiary which is expected to be merged into
IPT do not result in aggregate losses, damages and expenses to IPT of
more than $50 million; and

- delivery of certain legal opinions.

Termination of the Merger Agreement

The Board of Directors of AIMCO and the trustees of IPT who were not
nominated by AIMCO, on behalf of IPT, may agree in writing to terminate the
Merger Agreement without completing the merger. The Merger Agreement may also be
terminated in certain other circumstances, including:

- by either AIMCO or a majority of the trustees of IPT who were not
nominated by AIMCO, on behalf of IPT, if the merger has not been
completed by December 31, 2001; or

- by a majority of the trustees of IPT who were not nominated by AIMCO, on
behalf of IPT, if:

(1) they have determined in good faith, after negotiating with AIMCO for
at least five days, that another proposal to acquire a substantial
amount of assets of IPT or Insignia Properties, L.P. or outstanding
shares of IPT or partnership interests of Insignia Properties, L.P. by
purchase, merger or consolidation or other business combination would be
more favorable from a financial point of view to the IPT shareholders
and is likely to be consummated; or

(2) AIMCO or the subsidiary of AIMCO which is expected to be merged into
IPT, has failed to cure an action that constitutes an anticipatory
repudiation of the Merger Agreement within ten days from receipt of
notice.

If the Merger Agreement is terminated, AIMCO and IPT will unwind certain
transactions entered into between AIMCO and IPT (or entities controlled by IPT)
that occurred before the termination of the Merger Agreement.

Accounting Treatment

AIMCO will account for the merger under the purchase method of accounting.
Under this method of accounting, the purchase price will be allocated to assets
acquired and liabilities assumed based on their estimated fair values.

Regulatory Matters

Although clearance by the U.S. Department of Housing and Urban Development
or "HUD" is not a condition to completion of the merger and may not be required
under HUD regulations, AIMCO has applied for approval from HUD to acquire a 10%
or greater stock interest in IPT, whose subsidiaries hold an ownership interest
in certain

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apartment properties assisted or insured by HUD. As of December 1, 1998, HUD had
not taken any action on the application relating to IPT.

Federal Income Tax Consequences

If AIMCO pays the merger consideration in shares of Class A common stock of
AIMCO, you will not recognize taxable gain or loss on the receipt of such shares
when exchanged for your shares of IPT. If AIMCO elects to pay the merger
consideration in cash in lieu of stock, you will recognize taxable gain or loss
in an amount by which the cash you receive in the merger exceeds or is less than
your adjusted tax basis in your shares of IPT.

No Appraisal Rights

Under Maryland law, holders of shares of IPT will not be entitled to any
objecting shareholders' rights to fair value in connection with the merger.

Stock Exchange Listing

AIMCO will apply to list any shares of Class A common stock of AIMCO which
may be issued in the merger on the New York Stock Exchange.

SUMMARY RISK FACTORS

You should consider carefully certain risks relating to the merger. For
instance:

- AIMCO has significant amounts of debt outstanding, certain of which bears
interest at variable rates and imposes significant restrictions on AIMCO;

- AIMCO may not be able to combine the businesses of AIMCO and IPT
successfully and may not realize the benefits anticipated from the
merger;

- AIMCO and IPT are subject to various risks associated with investments in
and management of real estate; and

- if the Merger Agreement is terminated, AIMCO and IPT will unwind certain
transactions entered into between AIMCO and IPT (or entities controlled
by IPT) before such termination.

YOU SHOULD EVALUATE CAREFULLY THE MATTERS SET FORTH UNDER "RISK FACTORS"
BEGINNING ON PAGE 31.

FLUCTUATIONS IN MARKET PRICE

The number of shares of Class A common stock of AIMCO you may receive in
the merger will depend upon the AIMCO Exchange Value, which is subject to
fluctuation because it is based on the daily average sales price of the Class A
common stock of AIMCO for a 10-day period. You are urged to obtain current
market quotations for the Class A common stock of AIMCO. You may call toll-free
1-877-249-6580 to obtain the then current AIMCO Exchange Value, which will be
based upon the 10-trading days ended on the preceding trading day (remember this
may not be the actual 10-day period

14
<PAGE> 22

which will be used to determine the AIMCO Exchange Value). In addition, after
December 31, 1998, you may call this number to obtain the average sales price of
Class A common stock of AIMCO for the last 10-trading days in 1998.

COMPARATIVE PER SHARE DATA

The shares of IPT are traded on the American Stock Exchange under the
symbol "FFO" and the shares of Class A common stock of AIMCO are traded on the
New York Stock Exchange under the symbol "AIV." On October 1, 1998, the last
full trading day prior to the public announcement of the execution of the
original merger agreement, the last reported sales price of a share of IPT was
$12.1875 and the last reported sales price of a share of Class A common stock of
AIMCO was $36.5625. On December , 1998, the last reported sales price of a
share of IPT was $ and the last reported sales price of a share of
Class A common stock of AIMCO was $ . You are urged to obtain current
quotations for shares of IPT and shares of Class A common stock of AIMCO.

Set forth below are historical and pro forma earnings per share of Class A
common stock of AIMCO, cash dividends per share of Class A common stock of AIMCO
and book value per share of Class A common stock of AIMCO and historical and
equivalent pro forma earnings per share of IPT, cash dividends per share of IPT
and book value per share of IPT. The data set forth below should be read in
conjunction with the AIMCO and IPT audited financial statements, unaudited
interim financial statements, and unaudited pro forma financial statements
including the notes thereto, which are either incorporated by reference or
included in this Information Statement/Prospectus. The pro forma data are not
necessarily indicative of the actual financial position that would have
occurred, or future operating results that would occur, upon completion of the
merger.

<TABLE>
<CAPTION>
AIMCO IPT
------------------------------------------- -------------------------------------------
NINE MONTHS NINE MONTHS
ENDED YEAR ENDED YEAR ENDED ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1998 1997 1996
------------- ------------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
HISTORICAL:
Basic earnings per
weighted average common
share outstanding....... $ 0.80 $ 1.09 $ 1.05 $ 0.59 $ 0.40 $ --(a)
Diluted earnings per
weighted average common
share outstanding....... $ 0.79 $ 1.08 $ 1.04 $ 0.59 $ 0.40 $ --(a)
Cash dividends per common
share outstanding....... $ 1.6875 $ 1.85 $ 1.70 $ 0.46 $ 0.30 $ 0.20
Book value per common
share outstanding (at
period end)............. $31.71 $22.51 $14.88 $ 8.33 $ 7.87 $ 6.33
</TABLE>

- -------------------------

(a) Earnings per share is not presented for IPT prior to 1997 because shares of
IPT were not issued until December 30, 1996.

15
<PAGE> 23

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
AIMCO PRO FORMA PER SHARE(1):
Basic earnings (loss) per common share outstanding..... $ 0.10 $(0.55)
Diluted earnings (loss) per common share outstanding... $ 0.10 $(0.55)
Cash dividends per common share outstanding............ $ 1.69 $ 1.85
Book value per common share outstanding (end of
period).............................................. $26.01 $27.08
IPT PRO FORMA PER SHARE EQUIVALENTS(2):
Basic earnings (loss) per common share outstanding..... $ 0.04 $(0.23)
Diluted earnings (loss) per common share outstanding... $ 0.04 $(0.23)
Cash dividends per common share outstanding............ $ 0.71 $ 0.78
Book value per common share outstanding (end of
period).............................................. $10.95 $11.40
</TABLE>

- -------------------------

(1) The pro forma combined per share data for AIMCO for the year ended December
31, 1997 have been prepared as if the merger and other transactions had
occurred as of January 1, 1997, resulting in weighted average shares
outstanding of 60,780,962 for the nine months ended September 30, 1998 and
59,566,726 for the year ended December 31, 1997.

(2) The equivalent pro forma per share amounts of IPT are calculated by
multiplying the AIMCO pro forma earnings per share, cash dividends per share
and book value per share by $13.25 and dividing by an assumed AIMCO Exchange
Value of $31.50. This estimate assumes the cash percentage is zero. This
estimate assumes AIMCO does not elect to pay the merger consideration in
cash in lieu of stock.

16
<PAGE> 24

The following table sets forth historical high and low sales prices
reported on (1) the American Stock Exchange for the shares of IPT and (2) the
New York Stock Exchange for the Class A common stock of AIMCO. Prior to
September 17, 1998, there was no established trading market for the shares of
IPT.

<TABLE>
<CAPTION>
CLASS A
COMMON
SHARES STOCK OF
OF IPT AIMCO
--------------------- ---------------------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter 1996............................. $-- $-- $21 1/8 $19 3/8
Second Quarter 1996............................ -- -- 21 18 3/8
Third Quarter 1996............................. -- -- 21 7/8 18 3/8
Fourth Quarter 1996............................ -- -- 28 3/8 21 1/8

First Quarter 1997............................. -- -- 30 1/2 25 1/2
Second Quarter 1997............................ -- -- 29 3/4 26
Third Quarter 1997............................. -- -- 36 3/16 28 1/8
Fourth Quarter 1997............................ -- -- 37 7/8 32

First Quarter 1998............................. -- -- 38 5/8 34 1/4
Second Quarter 1998............................ -- -- 39 3/8 36 1/2
Third Quarter 1998............................. 12 3/4 11 1/2 40 11/16 30 15/16
Fourth Quarter 1998 (through December ,
1998)........................................
</TABLE>

DISTRIBUTIONS

For 1998, annual distribution rates have been $2.25 per share of Class A
common stock of AIMCO and $0.64 per share of IPT. IPT will not declare or pay
any quarterly distributions on shares of IPT. However, if the merger is not
completed prior to June 1, 1999 the Board of Trustees of IPT may resume the
payment of distributions, including for the period during which distributions
were not paid. IPT will declare a special distribution, with a record date on
the day before the special meeting, at IPT's current distribution rate (or a
higher rate in certain circumstances) for the period beginning October 1, 1998
and ending on the day before the special meeting, which distribution will be
paid fifteen days after the record date. Furthermore, if the effective time of
the merger has not occurred on or before February 28, 1999 and if at any time
thereafter AIMCO declares any distribution on the Class A common stock of AIMCO,
other than a regular quarterly distribution, which has a record date prior to
the date on which the effective time occurs, then IPT will promptly declare and
pay a corresponding distribution in an amount equal to the amount of such
special AIMCO distribution, multiplied by $13.28, divided by the average price
of a share of Class A common stock of AIMCO during the last ten consecutive
trading days of 1998.

Because each of AIMCO and IPT has elected to be taxed for Federal income
tax purposes as a REIT, each is required to distribute annually to its
stockholders at least 95% of its taxable income. Despite this, the future
payment of distributions by AIMCO and IPT will be at the discretion of the Board
of Directors of AIMCO and the Board of

17
<PAGE> 25

Trustees of IPT and will depend on numerous factors, including financial
condition, capital requirements, the annual distribution requirements under the
provisions of the Federal tax code applicable to REITs and such other factors as
either the Board of Directors of AIMCO and the Board of Trustees of IPT deems
relevant. Credit facilities of AIMCO and IPT restrict them from making certain
distributions to their respective equityholders.

FORWARD-LOOKING STATEMENTS

Certain statements in "Questions and Answers about the Merger" and under
the captions "Summary," "Risk Factors," "Special Factors to Consider," "Business
of AIMCO" and "Business of IPT," and in the Pro Forma Financial Statements and
elsewhere in this Information Statement/Prospectus and the documents
incorporated by reference herein contain or may contain information that is
forward looking, including without limitation: statements regarding the effect
of the merger; other acquisitions; AIMCO's and IPT's future financial
performance; and the effect of government regulations. Actual results may differ
materially from those described in the forward looking statements and will be
affected by a variety of risks and factors, including without limitation:
national and local economic conditions; the general level of interest rates;
terms of governmental regulations that affect AIMCO and IPT and interpretations
of those regulations; the competitive environment in which AIMCO and IPT
operate; financing risks, including the risk that AIMCO's cash flow from
operations may be insufficient to meet required payments of principal and
interest; real estate risks, including variations of real estate values and the
general economic climate in local markets and competition for tenants in such
markets; acquisition and development risks, including the failure of
acquisitions to perform in accordance with projections; and possible
environmental liabilities, including costs which may be incurred due to
necessary remediation of contamination of properties owned, acquired or
previously owned by AIMCO or IPT. In addition, each of AIMCO's and IPT's
continued qualification as a REIT involves the application of highly technical
and complex provisions of the Internal Revenue Code. Accordingly, readers should
not place undo reliance on such forward looking statements. Readers should
carefully review AIMCO's and IPT's financial statements and the notes thereto,
as well as the risk factors described herein and in the documents incorporated
herein.

18
<PAGE> 26

SUMMARY HISTORICAL FINANCIAL INFORMATION OF AIMCO

The following table sets forth summary historical financial and operating
information for AIMCO. The summary historical financial information for the
years ended December 31, 1997, 1996 and 1995 is based on the audited financial
statements of AIMCO incorporated by reference herein. The summary historical
financial information for the period from January 10, 1994 (the date of AIMCO's
inception) through December 31, 1994 for AIMCO and for the period from January
1, 1994 through July 28, 1994 and for the year ended December 31, 1993 for the
predecessors to AIMCO is based on the audited financial statements of AIMCO and
the predecessors to AIMCO, respectively. Such predecessors include Property
Asset Management, L.L.C. and its affiliated companies and PDI Realty
Enterprises, Inc. The summary historical financial information for AIMCO for the
nine months ended September 30, 1998 and 1997 is based on the unaudited
financial statements of AIMCO incorporated by reference herein. In the opinion
of the management of AIMCO, the operating data for the nine months ended
September 30, 1998 and 1997 include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the information set forth
therein. The results for the nine months ended September 30, 1998 are not
necessarily indicative of the results to be obtained for the year ending
December 31, 1998. The following information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical financial statements of AIMCO and notes thereto
incorporated by reference in this Information Statement/Prospectus.

<TABLE>
<CAPTION>
AIMCO
--------------------------------------------------------------------------------
FOR THE NINE FOR THE PERIOD
MONTHS ENDED FOR THE YEAR ENDED JANUARY 10,
SEPTEMBER 30, DECEMBER 31, 1994 THROUGH
----------------------- ------------------------------------- DECEMBER 31,
1998 1997 1997 1996 1995 1994
---------- ---------- ---------- -------- ------------- --------------
(RESTATED)(C) (Restated)(c)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Income from rental property
operations...................... $ 96,562 $ 48,154 $ 72,477 $ 39,814 $ 27,483 $ 9,126
Income from service company
business........................ 5,668 3,515 2,028 1,717 1,973 1,006
Income (loss) from operations..... 53,486 19,865 30,246 15,629 14,988 7,702
Net income (loss)................. 51,844 16,815 28,633 12,984 13,375 7,143
PER SHARE DATA:
Basic earnings per common share... $ 0.80 $ 0.77 $ 1.09 $ 1.05 $ 0.86 $ 0.42
Diluted earnings per common
share........................... $ 0.79 $ 0.77 $ 1.08 $ 1.04 $ 0.86 $ 0.42
Weighted average number of common
shares outstanding.............. 44,562 20,576 24,055 12,411 9,571 9,589
Weighted average number of common
shares and common share
equivalents outstanding......... 44,765 20,629 24,436 12,427 9,579 9,589
Dividends paid per common share... $ 1.6875 $ 1.3875 $ 1.85 $ 1.70 $ 1.66 $ 0.29
BALANCE SHEET DATA (END OF PERIOD):
Real estate, before accumulated
depreciation.................... $2,685,487 $1,250,239 $1,657,207 $865,222 $477,162 $ 406,067
Real estate, net of accumulated
depreciation.................... 2,355,122 1,107,545 1,503,922 745,145 448,425 392,368
Cash and cash equivalents......... 43,681 45,775 37,088 13,170 2,379 7,144
Total assets...................... 3,121,949 1,608,195 2,100,510 827,673 480,361 416,739
Total mortgages and notes
payable......................... 1,275,401 661,715 808,530 522,146 268,692 141,315
Mandatorily redeemable convertible
preferred stock................. -- -- -- -- -- 96,600
Minority interest in AIMCO
Properties, L.P................. 137,965 111,632 111,962 58,777 30,376 29,082
Stockholders' equity.............. 1,521,527 627,426 1,045,301 215,749 169,032 140,319

<CAPTION>
AIMCO Predecessors(a)
-----------------------------
FOR THE PERIOD
JANUARY 1, FOR THE
1994 THROUGH YEAR ENDED
JULY 28, DECEMBER 31,
1994(B) 1993
-------------- ------------

<S> <C> <C>
OPERATING DATA:
Income from rental property
operations...................... $ 2,391 $ 3,154
Income from service company
business........................ 360 983
Income (loss) from operations..... (1,463) 627
Net income (loss)................. (1,499) 291
PER SHARE DATA:
Basic earnings per common share... -- --
Diluted earnings per common
share........................... -- --
Weighted average number of common
shares outstanding.............. -- --
Weighted average number of common
shares and common share
equivalents outstanding......... -- --
Dividends paid per common share... -- --
BALANCE SHEET DATA (END OF PERIOD):
Real estate, before accumulated
depreciation.................... $47,500 $ 46,819
Real estate, net of accumulated
depreciation.................... 33,270 33,701
Cash and cash equivalents......... 1,531 809
Total assets...................... 39,042 38,914
Total mortgages and notes
payable......................... 40,873 41,893
Mandatorily redeemable convertible
preferred stock................. -- --
Minority interest in AIMCO
Properties, L.P................. -- --
Stockholders' equity.............. (9,345) (7,556)
</TABLE>

19
<PAGE> 27

<CAPTION>
AIMCO Predecessors(a)
-----------------------------
FOR THE PERIOD
JANUARY 1, FOR THE
1994 THROUGH YEAR ENDED
JULY 28, DECEMBER 31,
1994(B) 1993
-------------- ------------

<S> <C> <C>
CASH FLOW DATA:
Cash provided by operating
activities...................... $ 2,678 $ 2,203
Cash used in investing
activities...................... (924) (16,352)
Cash provided by (used in)
financing activities............ (1,032) 14,114
OTHER DATA:
Funds from operations(d).......... -- --
Weighted average number of common
shares, common share equivalents
and partnership common units
outstanding(e).................. N/A N/A
Ratio of earnings to fixed
charges(f)...................... --(i) 1.2:1
Ratio of earnings to combined
fixed charges and preferred
stock dividends(g)(h)........... --(i) 1.2:1
</TABLE>

- ---------------

(a) On July 29, 1994, AIMCO completed its initial public offering of 9,075,000
shares of Class A common stock and issued 966,000 shares of convertible
preferred stock and 513,514 unregistered shares of Class A common stock. On
such date, AIMCO and the predecessors to AIMCO engaged in a business
combination and consummated a series of related transactions which enabled
AIMCO to continue and expand the property management and related businesses
of the predecessors to AIMCO. The 966,000 shares of convertible preferred
stock and 513,514 shares of Class A common stock of AIMCO were repurchased
by AIMCO in 1995.

(b) Represents the period January 1, 1994 through July 28, 1994, the date of the
completion of the business combination with AIMCO.

(c) In the second quarter of 1996, AIMCO effected an internal reorganization. As
a result AIMCO Properties, L.P. owns (i) all of the non-voting preferred
stock (95% of the economic interest) of the service company, Property Asset
Management Services, Inc. and (ii) the 1% general partnership interest in
Property Asset Management Services, L.P. Property Asset Management Services,
Inc. owns the 99% limited partnership interest in Property Asset Management
Services, L.P. Because AIMCO Properties, L.P. controls the activity of the
partnership, the results of operations for the service company are
consolidated. Prior to the reorganization, AIMCO reported the service
company business on the equity method. The restatement had no impact on net
income, but increased third party and affiliate management and other income,
management and other expenses, amortization of management company goodwill
and depreciation of non-real estate assets. AIMCO restated its balance sheet
as of December 31, 1995 and 1994, and the statements of income and
statements of cash flows for the year ended December 31, 1995 and the period
from January 10, 1994 through December 31, 1994 to reflect the change.

(d) AIMCO's management believes that the presentation of funds from operations,
when considered with the financial data determined in accordance with GAAP,
provides a useful measure of AIMCO's performance. However, funds from
operations does not represent cash flow and is not necessarily indicative of
cash flow or liquidity available to AIMCO, nor should it be considered as an
alternative to net income as an indicator of operating performance. The
Board of Governors of the National

20
<PAGE> 28

Association of Real Estate Investment Trusts defines funds from operations
as net income (loss), computed in accordance with GAAP, excluding gains and
losses from debt restructuring and sales of property, plus real estate
related depreciation and amortization (excluding amortization of financing
costs), and after adjustments for unconsolidated partnerships and joint
ventures. AIMCO calculates funds from operations in a manner consistent with
this definition, which includes adjustments for minority interest in AIMCO
Properties, L.P. plus amortization of management company goodwill, the
non-cash deferred portion of the income tax provision for unconsolidated
subsidiaries and less the payments of dividends on preferred stock. AIMCO's
management believes that presentation of funds from operations provides
investors with industry-accepted measurements which help facilitate an
understanding of AIMCO's ability to make required dividend payments, capital
expenditures and principal payments on its debt. There can be no assurance
that AIMCO's basis of computing funds from operations is comparable with
that of other REITs.

The following is a reconciliation of income before minority interest
in AIMCO Properties, L.P. to funds from operations:

<TABLE>
<CAPTION>
FOR THE NINE FOR THE PERIOD
MONTHS ENDED FOR THE YEAR ENDED JANUARY 10,
SEPTEMBER 30, DECEMBER 31, 1994 THROUGH
------------------ --------------------------- DECEMBER 31,
1998 1997 1997 1996 1995 1994
-------- ------- ------- ------- ------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Income before minority interest
in the AIMCO Properties,
L.P............................ $ 56,269 $19,427 $32,697 $15,673 $14,988 $ 7,702
Gain on disposition of
property....................... (2,783) 169 (2,720) (44) -- --
Extraordinary item............... -- 269 269 -- -- --
Real estate depreciation, net of
minority interests............. 56,900 21,052 33,751 19,056 15,038 4,727
Amortization of goodwill......... 7,077 711 948 500 428 76
Equity in earnings of
unconsolidated subsidiaries:
Real estate depreciation....... -- 2,689 3,584 -- -- --
Amortization of management
contracts.................... 4,201 430 1,587 -- -- --
Deferred taxes................. 6,134 2,164 4,894 -- -- --
Equity in earnings of other
partnerships:
Real estate depreciation....... 17,379 2,781 6,280 -- -- --
Preferred stock dividends........ (12,296) -- (135) -- (5,169) (3,114)
-------- ------- ------- ------- ------- -------
Funds from operations............ $132,881 $49,692 $81,155 $35,185 $25,285 $ 9,391
======== ======= ======= ======= ======= =======
</TABLE>

(e) Generally, after a one-year holding period, units in AIMCO Properties, L.P.
may be tendered for redemption at the option of the holder and, upon tender,
must be acquired by AIMCO, at its election, for (x) shares of Class A common
stock of AIMCO at an exchange ratio of one share of Class A common stock of
AIMCO for each unit (subject to adjustment) or (y) cash.

(f) The ratio of earnings to fixed charges for AIMCO was computed by dividing
earnings by fixed charges. For this purpose, "earnings" consists of income
before minority interest in AIMCO Properties, L.P., minority interest in
other partnerships and earnings in unconsolidated subsidiaries and
partnerships, plus distributions received from unconsolidated subsidiaries
and partnerships, plus fixed charges (other than any interest which has been
capitalized); and "fixed charges" consists of interest expense (including
amortization of loan costs) and interest which has been capitalized. The
ratio of earnings to fixed charges for the predecessors to AIMCO was
computed by

21
<PAGE> 29

dividing earnings by fixed charges. For this purpose, "earnings" consists of
income (loss) before extraordinary items and income taxes plus fixed charges
and "fixed charges" consists of interest expense (including amortization of
loan costs).

(g) The ratio of earnings to combined fixed charges and preferred stock
dividends for AIMCO was computed by dividing earnings by the total of fixed
charges and preferred stock dividends. For this purpose, "earnings" consists
of income before minority interest in AIMCO Properties, L.P., minority
interest in other partnerships and earnings in unconsolidated subsidiaries
and partnerships, plus distributions received from unconsolidated
subsidiaries and partnerships plus fixed charges (other than any interest
which has been capitalized); "fixed charges" consists of interest expense
(including amortization of loan costs) and interest which has been
capitalized; and "preferred stock dividends" consists of the amount of
pre-tax earnings that would be required to cover preferred stock dividend
requirements.

(h) The predecessors to AIMCO did not have any shares of preferred stock
outstanding during the period from January 1, 1993 through July 28, 1994.

(i) The earnings of the predecessors to AIMCO for the period from January 1,
1994 to July 28, 1994 were inadequate to cover fixed charges by $1,463,000.

22
<PAGE> 30

SUMMARY CONSOLIDATED AND COMBINED FINANCIAL DATA OF IPT

The following is a summary of historical financial data of IPT and its
subsidiaries and predecessors. The summary financial data have been derived from
IPT's consolidated financial statements and the combined financial statements of
its predecessor and, in the opinion of management of IPT, include all
adjustments (consisting of only normal recurring adjustments) necessary for a
fair presentation of the financial position and results of operations for the
periods presented. The information set forth below is not necessarily indicative
of the results of future operations and should be read in conjunction with IPT's
financial statements and the related notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations of IPT and the IPT
Partnerships" included elsewhere in this Information Statement/ Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------- -------------------------------------------
1998 1997 1997 1996 1995 1994
---------- -------- ---------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PROPERTY INFORMATION)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues......................... $ 19,592 $ 11,144 $ 16,826 $ 9,705 $ 2,459 $ 113
Income before extraordinary
item........................... $ 11,520 $ 2,930 $ 6,074 $ 3,557 $ 2,215 $ 113
Net income....................... $ 11,227 $ 2,930 $ 6,004 $ 2,425 $ 2,215 $ 113
Income before extraordinary item
per share (diluted)............ $ 0.60 $ 0.21 $ 0.41 n/a n/a n/a
Net income per share (diluted)... $ 0.59 $ 0.21 $ 0.40 n/a n/a n/a
Cash distributions to IPT
shareholders per share......... $ 0.46 -- $ 0.30 $ 0.20 n/a n/a
Weighted average shares of IPT
outstanding (diluted).......... 19,158 13,450 14,694 n/a n/a n/a
BALANCE SHEET DATA (END OF PERIOD)
Cash............................. $ 56,085 $ 53,897 $ 37,432 $ 4,928 $ 528 --
Investments in real estate
limited partnerships........... $ 183,072 $126,505 $ 159,469 $118,741 $ 54,037 $ 38,346
Total assets..................... $ 322,111 $206,748 $ 226,068 $147,757 $ 54,565 $ 38,346
Long-term debt................... $ 59,002 $ 19,300 $ 19,300 $ 19,730 -- --
Minority interest in Insignia
Properties, L.P................ $ 58,849 $ 47,988 $ 54,447 $ 50,429 -- --
Minority interest in other
consolidated subsidiaries...... -- -- -- -- $ 2,682 --
Shareholders' equity............. $ 195,366 $138,710 $ 146,212 $ 70,639 $ 51,874 $ 38,346
OTHER DATA
Cash provided by (used in)
operating activities........... $ 2,534 $ 1,227 $ 2,338 $ 1,420 $ (100) $ --
Cash provided by (used in)
provided by investing
activities..................... $ (3,094) $ 7,129 $ (16,481) $(70,834) $(13,237) $(38,233)
Cash provided by financing
activities..................... $ 19,213 $ 40,613 $ 46,647 $ 73,814 $ 13,865 $ 38,233
Funds from operations(a)......... $ 24,633 $ 14,176 $ 20,939 $ 12,563 $ 4,611 $ 113
Number of IPT Partnerships(b).... 42 26 29 26 13 4
Number of properties(b).......... 197 136 150 136 86 32
Apartment units(b)............... 48,323 36,077 38,369 36,077 19,337 7,433
Commercial square feet(b)........ 3,026,904 819,00 1,667,874 819,000 767,172 453,977
</TABLE>

- -------------------------

(a) In accordance with the resolution adopted by the Board of Governors of the
National Association of REITs, funds from operations represents net income
(loss)(computed in accordance with GAAP), excluding gains (or losses) from
debt restructuring or sales of property, plus depreciation of real
property, and after adjustments for unconsolidated partnerships and joint
ventures. Funds from operations should not be considered as an alternative
to net income or other measurements under generally accepted accounting
principles as an indicator of operating performance or to cash flows from
operating, investing or financing activities as a measure of

23
<PAGE> 31

liquidity. Funds from operations does not reflect working capital changes, cash
expenditures for capital improvements or principal payments on indebtedness. IPT
believes that funds from operations is helpful to investors as a measure of the
performance of an equity REIT, because along with cash flows from operating
activities, financing activities and investing activities, it provides investors
with an understanding of the ability of IPT to incur and service debt and make
capital distributions. Funds from operations computed by IPT may not be
comparable to other similarly titled measures of other REITs. Funds from
operations is calculated as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- ---------------------------------
1998 1997 1997 1996 1995 1994
------- ------- ------- ------- ------ ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Operating income................ $12,254 $ 5,853 $ 9,470 $ 3,913 $2,346 $113
Depreciation and amortization... 12,971 8,988 12,288 9,388 2,265 --
Minority interest in National
Property Investors 4's funds
from operations............... (592) (665) (819) (738) -- --
------- ------- ------- ------- ------ ----
Funds from operations........... $24,633 $14,176 $20,939 $12,563 $4,611 $113
======= ======= ======= ======= ====== ====
</TABLE>

(b) Includes only the IPT Partnerships.
24
<PAGE> 32

SUMMARY PRO FORMA FINANCIAL AND OPERATING INFORMATION OF AIMCO

The following table sets forth summary pro forma financial and operating
information of AIMCO for the nine months ended September 30, 1998 and for the
year ended December 31, 1997. The pro forma financial and operating information
gives effect to the merger, the merger of IFG into AIMCO (after giving effect to
the spin-off of New Insignia), the anticipated payment of a one-time
approximately $50 million dividend on the shares of AIMCO's Class E Cumulative
Convertible Preferred Stock issued in the merger of IFG into AIMCO, the transfer
of certain assets and liabilities of IFG to certain unconsolidated subsidiaries
of AIMCO, the acquisition of Ambassador Apartments, Inc., and a number of other
transactions completed by AIMCO prior to the merger. The pro forma financial and
operating information set forth below should be read in conjunction with, and is
qualified in its entirety by, the historical and pro forma financial statements
and notes thereto of AIMCO, NHP Incorporated, the NHP Real Estate Companies (as
defined in Note 1 to such financial statements), NHP Southwest Partners, L.P.,
the NHP New LP Entities (as defined in Note 1 of such financial statements
included in Amendment No. 1 to AIMCO's Current Report on Form 8-K, dated June 3,
1997 (the "June 3, 1997 Form 8-K, Amendment No. 1")), the NHP Borrower Entities
(as defined in Note 1 of such financial statements included in the June 3, 1997
Form 8-K, Amendment No. 1), The Bay Club at Aventura, the Morton Towers
Apartments, the Thirty-five Acquisition Properties (as defined in AIMCO's
Current Report on Form 8-K dated October 15, 1997), First Alexandria Associates,
The Oak Park Partnership, Country Lakes Associates Two, Point West Limited
Partners, Ambassador Apartments, Inc., IFG, the Cirque Apartment Communities,
the Realty Investment Apartment Communities I and the Realty Investment
Apartment Communities II which are incorporated by reference in this Information
Statement/Prospectus or included in prior filings of AIMCO. See "Pro Forma
Financial Information of AIMCO (Merger)."

<TABLE>
<CAPTION>
PRO FORMA FOR PRO FORMA FOR
THE NINE MONTHS THE YEAR ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
1998 1997
------------------- --------------
(IN THOUSANDS)
<S> <C> <C>
OPERATING DATA:
Income from rental property operations...... $ 119,798 $ 142,540
Income (loss) from service company
business................................. $ (4,378) $ (14,949)
Income before minority interest in AIMCO
Properties, L.P. ........................ $ 37,956 $ 4,609
Net income attributable to preferred
stockholders............................. $ 30,914 $ 41,174
Net income (loss) attributable to common
stockholders............................. $ 6,294 $ (32,681)
</TABLE>

25
<PAGE> 33

<TABLE>
<CAPTION>
PRO FORMA FOR PRO FORMA FOR
THE NINE MONTHS THE YEAR ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
1998 1997
------------------- --------------
(IN THOUSANDS)
<S> <C> <C>
PER SHARE DATA:
Basic earnings (loss) per common share...... $ 0.10 $ (0.55)
Diluted earnings (loss) per common share.... $ 0.10 $ (0.55)
Weighted average number of common shares
outstanding.............................. 60,781 59,567
Weighted average number of common shares and
common share equivalents outstanding..... 61,445 60,411
Dividends paid per common share............. $ 1.69 $ 1.85
CASH FLOW DATA:
Cash provided by operating activities(a).... $ 153,883 $ 160,644
Cash used by investing activities(b)........ $ (13,804) $ (18,405)
Cash used by financing activities(c)........ $(152,781) $(174,967)
OTHER DATA:
Funds from operations(d).................... $ 173,016 $ 173,760
Weighted average number of common shares,
common share equivalents and units of
AIMCO Properties, L.P. outstanding(e).... 73,305 72,453
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA AS OF
SEPTEMBER 30,
1998
---------------------
(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Real estate, before accumulated depreciation.............. $2,869,947
Real estate, after accumulated depreciation............... 2,539,582
Cash and cash equivalents................................. 98,848
Total assets.............................................. 4,392,735
Total mortgages and notes payable......................... 1,627,782
Minority interest in AIMCO Properties, L.P. .............. 165,391
Company-obligated mandatorily redeemable convertible
securities of a subsidiary trust....................... 149,500
Stockholders' equity...................................... 2,074,309
</TABLE>

- -------------------------

(a) Pro forma cash provided by operating activities represents income before
income allocable to minority interests, plus depreciation and amortization,
less the non-cash portion of AIMCO's equity in earnings of unconsolidated
subsidiaries. The pro forma amounts do not include adjustments for changes
in working capital resulting from changes in current assets and current
liabilities as there is no historical data available as of both the
beginning and end of each period presented.

(b) On a pro forma basis, cash used in investing activities represents the
minimum annual provision for capital replacements of $300 per owned
apartment unit.
26
<PAGE> 34

(c) Pro forma cash used in financing activities represents (i) estimated
dividends to be paid based on AIMCO's historical dividend rate of $1.6875
per share for the nine months ended September 30, 1998 and $1.85 per share
for the year ended December 31, 1997, on outstanding Class A common stock,
(ii) estimated dividends to be paid based on the rate of $5.34375 per share
for the nine months ended September 30, 1998 and $7.125 per share for the
year ended December 31, 1997 on AIMCO's outstanding Class B Preferred
Stock, (iii) estimated dividends to be paid based on the rate of $1.6875
per share for the nine months ended September 30, 1998 and $2.25 per share
for the year ended December 31, 1997 on AIMCO's outstanding Class C
Preferred Stock, (iv) estimated dividends to be paid based on the rate of
$1.6425 per share for the nine months ended September 30, 1998 and $2.19
per share for the year ended December 31, 1997 on AIMCO's outstanding Class
D Preferred Stock, (v) estimated dividends to be paid based on the rate of
$1.7578 per share for the nine months ended September 30, 1998 and $2.34375
per share for the year ended December 31, 1997 on AIMCO's outstanding Class
G Preferred Stock, (vi) estimated dividends to be paid based on the rate of
$1.78125 per share for the nine months ended September 30, 1998 and $2.375
per share for the year ended December 31, 1997 on AIMCO's outstanding Class
H Preferred Stock and (vii) estimated dividends to be paid based on the
rate of $5.25 per share for the nine months ended September 30, 1998 and
$7.00 per share for the year ended December 31, 1997 on AIMCO's outstanding
Class J Preferred Stock.

(d) AIMCO's management believes that the presentation of funds from operations,
when considered with the financial data determined in accordance with GAAP,
provides useful measures of AIMCO's performance. However, funds from
operations does not represent cash flow and is not necessarily indicative
of cash flow or liquidity available to AIMCO, nor should it be considered
as an alternative to net income as an indicator of operating performance.
The Board of Governors of the National Association of Real Estate
Investment Trusts defines funds from operations as net income (loss),
computed in accordance with GAAP, excluding gains and losses from debt
restructuring and sales of property, plus real estate related depreciation
and amortization (excluding amortization of financing costs), and after
adjustments for unconsolidated partnerships and joint ventures. AIMCO
calculates funds from operations in a manner consistent with this
definition, which includes adjustments for minority interest in AIMCO
Properties, L.P., plus amortization of management company goodwill, the
non-cash deferred portion of the income tax provision for unconsolidated
subsidiaries and less the payments of dividends on preferred stock. AIMCO's
management believes that presentation of funds from operations provides
investors with an industry accepted measurement which helps facilitate an
understanding of AIMCO's ability to make required dividend payments,
capital expenditures and principal payments on its debt. There can be no
assurances that AIMCO's basis of computing funds from operations is
comparable with that of other REITs.

The following is a reconciliation of pro forma income before minority
interest in AIMCO Properties, L.P. to pro forma funds from operations:

27
<PAGE> 35

<TABLE>
<CAPTION>
PRO FORMA FOR PRO FORMA FOR
THE NINE MONTHS THE YEAR ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
1998 1997
------------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Income before minority interest in
AIMCO Properties, L.P............... $ 37,956 $ 4,609
HUD release fee and legal reserve..... -- 10,202
Amortization of management
contracts........................... 8,660 11,546
Real estate depreciation, net of
minority interests.................. 72,235 87,328
Amortization of management company
goodwill............................ 16,100 19,356
Equity in earnings of unconsolidated
subsidiaries:
Real estate depreciation............ -- 1,715
Amortization of management company
goodwill......................... 959 1,918
Amortization of management
contracts........................ 21,704 28,775
Deferred taxes...................... 162 (231)
Equity in earnings of other
partnerships:
Real estate depreciation............ 44,399 47,375
Interest on convertible debentures.... (7,537) (10,003)
Preferred stock dividends............. (21,622) (28,830)
-------- --------
Funds from operations................. $173,016 $173,760
======== ========
</TABLE>

(e) Generally, after a one year holding period, units of AIMCO Properties, L.P.
may be tendered for redemption at the option of the holder and, upon
tender, must be acquired by AIMCO, at AIMCO's election, for (x) shares of
Class A common stock of AIMCO at an exchange ratio of one share of Class A
common stock of AIMCO for each unit (subject to adjustment) or (y) cash.

28
<PAGE> 36

SUMMARY PRO FORMA FINANCIAL DATA OF IPT

The following is a summary of certain pro forma financial data of IPT
giving effect to the merger with Angeles Mortgage Investment Trust and the
exchange of the economic rights to assets owned by Insignia Properties, L.P. to
AIMCO Properties, L.P. for limited partnership units in AIMCO Properties, L.P.
as if effected at January 1, 1997, in the case of the pro forma statement of
operations data. The following summary pro forma financial data have been
derived from, and should be read in conjunction with, the historical financial
statements and notes thereto of IPT and Angeles Mortgage Investment Trust
included elsewhere in this Information Statement/Prospectus, and are not
necessarily indicative of the financial position or operating results that would
have occurred had the foregoing transactions actually taken place on September
30, 1998 or January 1, 1997.

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues........................................ $ 25,033 $ 26,584
Net income before extraordinary item............ $ 16,238 $ 13,640
Net income before extraordinary item per share
of IPT........................................ $ 0.70 $ 0.59
Weighted average shares of IPT outstanding...... 23,073,958 23,046,558
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA
NINE MONTHS ENDED
SEPTEMBER 30, 1998
------------------
(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA
Cash...................................................... $ 56,085
Investments in real estate limited partnerships........... $183,072
Total assets.............................................. $708,272
Long-term debt............................................ $ 59,002
Minority interest in Insignia Properties, L.P. ........... $ 58,849
Shareholders' equity...................................... $195,366
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
(IN THOUSANDS, EXCEPT PROPERTY
INFORMATION)
<S> <C> <C>
OTHER DATA
Cash provided by operating activities................. $ 4,067 $ 5,262
Cash used in investing activities..................... $ (651) $ (22,552)
Cash provided by (used in) financing activities....... $ 17,538 $ 43,952
Funds from operations(b).............................. $ 29,351 $ 31,321
Number of IPT Partnerships............................ 42 29
Number of properties(a)............................... 197 150
Apartment units(a).................................... 48,323 38,369
Commercial square feet(a)............................. 3,026,904 1,667,874
</TABLE>

29
<PAGE> 37

- -------------------------

(a) Includes only the IPT Partnerships.

(b) In accordance with the resolution adopted by the Board of Governors of the
National Association of Real Estate Investment Trusts, funds from operations
represents net income (loss) (computed in accordance with GAAP), excluding
gains (or losses) from debt restructuring or sales of property, plus
depreciation of real property, and after adjustments for unconsolidated
partnerships and joint ventures. Funds from operations should not be
considered as an alternative to net income or other measurements under GAAP
as an indicator of operating performance or to cash flows from operating,
investing or financing activities as a measure of liquidity. Funds from
operations does not reflect working capital changes, cash expenditures for
capital improvements or principal payments on indebtedness. IPT believes
that funds from operations is helpful to investors as a measure of the
performance of an equity REIT, because along with cash flows from operating
activities, investing activities and financing activities, it provides
investors with an understanding of the ability of IPT to incur and service
debt and make capital distributions. Funds from operations computed by IPT
may not be comparable to other similarly titled measures of other REITs.
Funds from operations is calculated as follows:

<TABLE>
<CAPTION>
PRO FORMA
NINE MONTHS PRO FORMA
ENDED YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
(IN THOUSANDS)
<S> <C> <C>
Income before minority interest and
extraordinary items................. $22,860 $17,338
Depreciation and amortization......... 7,083 14,802
Minority interest in National Property
Investors 4's funds from
operations.......................... (592) (819)
------- -------
Funds from operations................. $29,351 $31,321
======= =======
</TABLE>

30
<PAGE> 38

RISK FACTORS

In considering the merger, you should be aware that there are various
risks, including those described below. You should consider carefully these risk
factors together with all of the other information included in this Information
Statement/Prospectus and the documents to which we have referred you (see "Where
You Can Find More Information").

The risk factors noted in this section and other factors noted throughout
this Information Statement/Prospectus could cause the actual results of AIMCO or
IPT to differ materially from those contained in any forward-looking statement.

RISKS RELATING TO THE MERGER REGARDLESS OF WHETHER YOU RECEIVE CLASS A COMMON
STOCK OF AIMCO IN THE MERGER:

Possible Conflicts of Interest of IPT's Executive Officers and Trustees in the
Merger

In considering the recommendation of the Board of Trustees of IPT, you
should be aware that executive officers and trustees of IPT who negotiated and
approved the original merger agreement, the Merger Agreement and the IFG/AIMCO
merger agreement may have interests that differ from the interests of IPT
shareholders generally. James A. Aston, Andrew L. Farkas, Frank M. Garrison and
Ronald Uretta, former senior executive officers of IFG, were members of the
Board of Trustees of IPT at the time the original merger agreement was executed
and all but Mr. Uretta were members of the IPT Board of Trustees at the time the
Merger Agreement was executed. Messrs. Aston, Farkas and Garrison will continue
to be trustees of IPT until the earlier of the completion of the merger or two
years after termination of the Merger Agreement. Messrs. Aston, Farkas, Garrison
and Uretta also were senior executives of IFG at the time the IFG/AIMCO merger
agreement was executed.

In connection with the merger between IFG and AIMCO and the spinoff of
shares of New Insignia, the following transactions occurred:

- - Each of Messrs. Aston, Farkas, Garrison and Uretta executed employment
agreements with New Insignia. Under these employment agreements as a result of
the merger between IFG and AIMCO, they received an aggregate payment of
approximately $11.5 million, which included lump sum payments and bonus
payments equal to the pro-rata portion, calculated from January 1, 1998
through October 1, 1998, of the bonuses paid to such individuals in 1997; and

31
<PAGE> 39

Following the execution of the original merger agreement, the following
transactions occurred:

As of December 1, 1998 Messrs. Aston, Farkas, Garrison, Herrmann, Eckstein
(each current trustees of IPT) and Uretta (a former trustee of IPT) owned an
aggregate of 1,312,260 shares of IPT, of which 378,990 are unvested restricted
shares of IPT. Upon completion of the merger, the 378,990 shares which remain
unvested will convert into that number of restricted shares of Class A common
stock of AIMCO equal to $13.28 divided by the AIMCO Exchange Value regardless of
whether AIMCO elects to pay the merger consideration in cash. The terms and
vesting of the restricted shares will not be affected by the merger.

Consequences to IPT and You if the Merger is Not Completed

AIMCO Properties, L.P. holds approximately 30% of the outstanding limited
partnership interests in Insignia Properties L.P., IPT's operating partnership.
Following the execution of the original merger agreement, Insignia Properties,
L.P. and AIMCO Properties, L.P. entered into an agreement, pursuant to which
Insignia Properties, L.P. assigned the economic rights to a substantial portion
of its assets to AIMCO Properties, L.P. and AIMCO Properties, L.P. assumed all
of the obligations of Insignia Properties, L.P. related to such assets in
exchange for approximately 10.2 million units of limited partnership interest in
AIMCO Properties, L.P. This assignment was required by the IFG/AIMCO merger
agreement and completed to avoid potential adverse tax consequences to AIMCO. In
addition, on October 16, 1998, Insignia Properties, L.P. provided $17.1 million
to subsidiary limited partnerships of AIMCO Properties, L.P. for the acquisition
of seven multifamily residential properties in exchange for economic rights to

32
<PAGE> 40

the limited partnership units in such subsidiaries. If the Merger Agreement is
terminated, such transactions will be unwound in an effort to put the parties in
the same position they were in immediately before the execution of the original
merger agreement. See "Special Factors to Consider -- AIMCO's Relationship with
IPLP." In addition, any assets, equity interests or indebtedness of an entity
that (i) is controlled by IPT and (ii) that is acquired by AIMCO, or any
subsidiary that AIMCO controls, prior to the termination of the Merger Agreement
also will be transferred to IPT or Insignia Properties, L.P. under such unwind
provisions. For example, if AIMCO successfully makes tender offers for limited
partnership interests in entities controlled by IPT or Insignia Properties, L.P.
and the Merger Agreement is subsequently terminated, the limited partnership
interests acquired by AIMCO would be transferred to Insignia Properties, L.P.
You should consider, among other things, that if these provisions are triggered
(1) AIMCO will have managed IPT's business during the pendency of the Merger
Agreement, and (2) we cannot assure you that AIMCO will have maintained or grown
the value of the IPT or Insignia Properties, L.P. assets or that IPT will be
able to reconstitute its former business. Additionally, although AIMCO will lose
control of the Board of Trustees of IPT for up to two years after the Merger
Agreement is terminated, AIMCO would continue to hold a majority of the
outstanding shares of IPT. Therefore AIMCO would be able to prevent or restrict
fundamental corporate transactions involving IPT and its business, which could
deprive you of the opportunity to participate in potentially value-enhancing
transactions.

RISKS RELATING TO THE MERGER IF YOU RECEIVE CLASS A COMMON STOCK OF AIMCO IN THE
MERGER:

Risks Associated with AIMCO's Integration of IPT and IFG

AIMCO's acquisition of IPT following its recent acquisition of IFG involves
certain specific risks and uncertainties. The integration of IFG's and IPT's
businesses with AIMCO may place a significant burden on AIMCO's management. Such
risks include:

- loss of key personnel and clients;

- difficulty associated with assimilating IPT's and IFG's personnel,
operations and systems;

- disruption of AIMCO's ongoing business and acquisition strategy;

- difficulty in maintaining AIMCO's uniform standards, controls, procedures
and policies; and

- possible impairment of AIMCO's reputation.

We cannot assure you that the anticipated benefits from this merger or the
merger between IFG and AIMCO will be realized or that AIMCO will be able to
integrate the businesses successfully. Failure of AIMCO to integrate the
businesses successfully could have a material adverse effect on AIMCO.

Market Fluctuations

The number of shares of Class A common stock of AIMCO which you may receive
in the merger will depend upon the market price of Class A common stock of
AIMCO, which is subject to fluctuation. You are urged to obtain current market
quotations for the Class A common stock of AIMCO.

33
<PAGE> 41

Risks Relating to AIMCO's and IPT's Businesses

As an AIMCO stockholder, you will be subject to various risks associated
with AIMCO's and IPT's businesses. In addition to general investment risks and
those factors set forth elsewhere in this Information Statement/Prospectus, you
should consider the following risk factors related to an investment in AIMCO
(which risks generally apply to IPT's business also).

Risks of Acquisition and Development Activities

Generally. The selective acquisition, development and expansion of
apartment properties is one component of AIMCO's growth strategy. However, AIMCO
can provide no assurance as to its ability to identify or complete transactions
in the future. Although AIMCO seeks to acquire, develop and expand properties
only when such activities are accretive on a per share basis, such transactions
may fail to perform in accordance with AIMCO's expectations. When AIMCO develops
or expands properties, it is subject to the risks that:

- costs may exceed original estimates;

- projected occupancy and rental rates at a property may not be realized;

- financing may not be available on favorable terms;

- construction and lease-up may not be completed on schedule; and

- it may experience difficulty or delays in obtaining necessary zoning,
land-use, building, occupancy, and other governmental permits and
authorizations.

AIMCO May Have Difficulty Managing its Rapid Growth. AIMCO has grown
rapidly. Since its initial public offering in July 1994, AIMCO has completed
numerous acquisition transactions, expanding its portfolio of owned or managed
properties from 132 apartment properties with 29,343 units to 2,240 apartment
properties with 386,430 units as of October 31, 1998. These acquisitions have
included purchases of properties and interests in entities that own or manage
properties, as well as corporate mergers. AIMCO's recent merger with IFG is its
largest acquisition so far. AIMCO's ability to integrate acquired businesses and
properties successfully depends on its ability to:

- attract and retain qualified personnel;

- integrate the personnel and operations of the acquired businesses;

- maintain uniform standards, controls, procedures and policies; and

- maintain adequate accounting and information systems.

AIMCO can provide no assurance that it will be able to accomplish these
goals and successfully integrate any acquired businesses or properties. If AIMCO
fails to successfully integrate such businesses, its results of operations could
be adversely affected in a material way.

Litigation Associated with Partnership Acquisitions

In connection with AIMCO's offers to purchase interests in limited
partnerships that own properties, AIMCO and its affiliates, including limited
partnerships controlled by AIMCO, are sometimes subject to legal actions,
including allegations that such activities

34
<PAGE> 42

may involve breaches of fiduciary duties to the limited partners of such
partnerships or violations of the relevant partnership agreements. AIMCO
believes it complies with its fiduciary obligations and relevant partnership
agreements, and does not expect such legal actions to have a material adverse
effect on the consolidated financial condition or results of operations of AIMCO
and its subsidiaries, taken as a whole. AIMCO, or limited partnerships
controlled by AIMCO, may incur costs in connection with the defense or
settlement of such litigation, which could adversely affect AIMCO's desire or
ability to complete certain transactions and thereby have a material adverse
effect on AIMCO and its subsidiaries.

Risks Associated With Debt Financing

AIMCO's strategy is generally to incur debt to increase the return on its
equity while maintaining interest coverage ratios that AIMCO believes are
acceptable. AIMCO seeks to maintain a ratio of free cash flow to combined
interest expense and preferred stock dividends of between 2:1 and 3:1. However,
the Board of Directors of AIMCO could change this strategy at any time and
increase AIMCO's leverage. AIMCO's organizational documents do not limit the
amount of debt that it may incur, and it has significant amounts of debt
outstanding. Payments of principal and interest may leave AIMCO with
insufficient cash resources to operate its properties or pay distributions
required to be paid in order to maintain its qualification as a REIT. AIMCO is
also subject to the risk that its cash flow from operations will be insufficient
to make required payments of principal and interest, and the risk that existing
indebtedness may not be refinanced or that the terms of any refinancing will not
be as favorable as the terms of existing indebtedness. If AIMCO fails to make
required payments of principal and interest on any debt, its lenders could
foreclose on the properties securing such debt with a consequent loss of income
and asset value to AIMCO. As of September 30, 1998, 95% of the properties that
AIMCO owned or controlled and 41% of its assets were encumbered by debt. On a
pro forma basis, giving effect to the merger with IFG, as of September 30, 1998,
AIMCO had $1,627.8 million of indebtedness outstanding on a consolidated basis,
of which $1,277.0 million was secured.

Moody's Revision of AIMCO's Outlook of Ratings to Negative

On October 1, 1998, Moody's Investors Service revised its outlook for the
ratings of AIMCO from stable to negative to reflect its concerns surrounding
AIMCO's ability to successfully implement its financial strategy while
maintaining a prudent capital structure as a result of the more difficult
general capital market conditions. Moody's Investors Service noted that AIMCO's
access to the public markets may prove challenging in light of the volatility in
both the equity and capital markets for REITs and assigned a "ba3" rating to a
class of preferred stock proposed to be issued by AIMCO. Moody's Investors
Service indicated that its rating reflects AIMCO's increasingly leveraged
profile, including high levels of secured debt and preferred stock, limited
financial flexibility and integration risks resulting from the merger with IFG.
Moody's Investors Service also noted AIMCO's high level of encumbered properties
and material investments in loans to highly leveraged partnerships in which
AIMCO owns a general partnership interest. At the same time, each of Moody's
Investors Service, Standard & Poors Ratings Group, Inc., and Duff & Phelps
Corporation confirmed its existing rating on AIMCO's existing preferred stock
and senior debt.

35
<PAGE> 43

Increases in Interest Rates May Increase AIMCO's Interest Expense

On a pro forma basis, after giving effect to the merger with IFG, as of
September 30, 1998, approximately $365.9 million of AIMCO's debt was subject to
variable interest rates. An increase in interest rates could increase AIMCO's
interest expense and adversely affect AIMCO's cash flow and ability to service
its indebtedness and make distributions.

Risks of Interest Rate Hedging Arrangements

From time to time, in anticipation of refinancing debt, AIMCO enters into
agreements to reduce the risks associated with increases in short term interest
rates. Although these agreements provide AIMCO with some protection against
rising interest rates, these agreements also reduce the benefits to AIMCO when
interest rates decline. These agreements involve the following risks:

- interest rate movements during the term of the agreement may result in a
gain or a loss to AIMCO;

- AIMCO may be exposed to losses if the hedge is not indexed to the same
rate as the debt anticipated to be incurred; and

- if the counterparty to the agreement fails to pay, AIMCO may incur a
loss.

Covenant Restrictions May Limit AIMCO's Ability to Make Payments to Its
Investors

Some of AIMCO's debt and other securities contain covenants that restrict
AIMCO's ability to make distributions or other payments to its investors unless
certain financial tests or other criteria are satisfied. In some cases, AIMCO's
subsidiaries are subject to similar provisions, which may restrict their ability
to make distributions to AIMCO. AIMCO's primary credit facility provides that it
may make distributions to its investors during any 12-month period in an
aggregate amount that does not exceed the greater of 80% of its funds from
operations for such period or such amount as may be necessary to maintain its
REIT status. This credit facility prohibits all distributions if certain
financial ratios and tests are not satisfied. The preferred stock that AIMCO
issued in the merger of IFG into AIMCO prohibits the payment of dividends on
Class A common stock of AIMCO if AIMCO fails to make the payments required by
the preferred stock.

AIMCO Depends on Distributions and Other Payments from Its Subsidiaries

All of AIMCO's properties are owned, and all of its operations are
conducted, by AIMCO Properties, L.P. and AIMCO's other subsidiaries. As a
result, AIMCO depends on distributions and other payments from subsidiaries in
order to satisfy its financial obligations and make payments to its investors.
The ability of AIMCO's subsidiaries to make such distributions and other
payments is dependent upon their earnings and may be subject to statutory or
contractual limitations. As an equity investor in AIMCO's subsidiaries, AIMCO's
right to receive assets upon their liquidation or reorganization will be
effectively subordinated to the claims of their creditors. To the extent that
AIMCO is recognized as a creditor of such subsidiaries, its claims would still
be subordinated to any security interest in or other lien on their assets and to
any of their debt or other obligations that are senior to it.

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Real Estate Investment Risks

AIMCO's ability to make payments to its investors depends on its ability to
generate funds from operations in excess of required debt payments and capital
expenditure requirements. Funds from operations and the value of AIMCO's
properties may be adversely affected by events or conditions which are beyond
its control. Such events or conditions could include:

- the general economic climate;

- competition from other apartment communities and alternative housing;

- local conditions, such as an increase in unemployment or an oversupply of
apartments, that might adversely affect apartment occupancy or rental
rates;

- increases in operating costs (including real estate taxes) due to
inflation and other factors, which may not necessarily be offset by
increased rents;

- changes in governmental regulations and the related costs of compliance;

- changes in tax laws and housing laws, including the enactment of rent
control laws or other laws regulating multifamily housing;

- changes in interest rate levels and the availability of financing; and

- the relative illiquidity of real estate investments.

Possible Environmental Liabilities

Various Federal, state and local laws subject property owners or operators
to liability for the costs of removal or remediation of certain hazardous
substances released on a property. Such laws often impose liability without
regard to whether the owner or operator knew of, or was responsible for, the
release of the hazardous substances. The presence of, or the failure to properly
remediate, hazardous substances may adversely affect occupancy at contaminated
apartment communities and AIMCO's ability to sell or borrow against contaminated
properties. In addition to the costs associated with investigation and
remediation actions brought by governmental agencies, the presence of hazardous
wastes on a property could result in personal injury or similar claims by
private plaintiffs. Various laws also impose, on persons who arrange for the
disposal or treatment of hazardous or toxic substances, liability for the cost
of removal or remediation of hazardous substances at the disposal or treatment
facility. These laws often impose liability whether or not the person arranging
for the disposal ever owned or operated the disposal facility.

Laws Benefitting Disabled Persons May Result in Unanticipated Expenses

Under the Americans with Disabilities Act of 1990, all places of public
accommodation are required to meet certain Federal requirements related to
access and use by disabled persons. These requirements became effective in 1992.
A number of additional Federal, state and local laws exist which also may
require modifications to AIMCO's properties, or restrict certain further
renovations of the properties, with respect to access to the properties by
disabled persons. For example, the Fair Housing Amendments Act of 1988 requires
apartment properties first occupied after March 13, 1990 to be accessible to the
handicapped. Noncompliance with these regulations could result in the imposition
of fines or an award of damages to private litigants and also could result in an
order to

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correct any non-complying feature, which could result in substantial capital
expenditures. Although AIMCO believes that its properties are substantially in
compliance with present requirements, it may incur unanticipated expenses to
comply with such regulations.

Risks Relating to Regulation of Affordable Housing

A significant number of affordable units included as assets of AIMCO
Properties, L.P. are subject to regulation by the HUD. Under its regulations,
HUD reserves the right to approve the owner and the manager of HUD-insured and
HUD-assisted properties, as well as their "principals" (e.g., general partners,
shareholders with a 10% or greater interest, officers and directors) in
connection with the acquisition of a property or the award of a management
contract. This approval process is commonly referred to as "2530 Clearance." HUD
monitors the performance of properties with HUD-insured mortgage loans. HUD also
monitors compliance with applicable regulations, and takes performance and
compliance into account in approving the acquisition of management of
HUD-assisted properties. In the event of instances of unsatisfactory performance
or regulatory violations, the HUD office with jurisdiction over the applicable
property has the authority to enter a "flag" into the computerized 2530
Clearance system. If one or more flags have been entered, a decision whether to
grant 2530 Clearance is then subject to review by HUD's Multifamily
Participation Review Committee in Washington, D.C. (the "2530 Committee"). As a
result of certain mortgage defaults and unsatisfactory ratings received by NHP
Incorporated (a company acquired by AIMCO in December 1997) in years prior to
its acquisition by AIMCO, HUD believes that the 2530 Committee must review any
application for 2530 Clearance filed by AIMCO. As of September 30, 1998, one
flag was in the 2530 system with respect to AIMCO in connection with a subpoena
received by NHP Incorporated in October 1997 from the Inspector General of HUD.

The Inspector General's subpoena requested documents relating to any
arrangement whereby NHP Incorporated or any of its affiliates provides or has
provided compensation to owners of HUD multifamily projects in exchange for or
in connection with property management of a HUD project. AIMCO believes that
other owners and managers of HUD projects have received similar subpoenas.
Documents provided by AIMCO to HUD relating to certain of AIMCO's acquisitions
of property management rights for HUD projects, may be responsive to the
subpoena. AIMCO is in the process of complying with the subpoena and has
provided certain documents to the Inspector General, without conceding that they
are responsive to the subpoena. AIMCO believes that its operations are in
compliance, in all material respects, with all laws, rules and regulations
relating to HUD-assisted or HUD-insured properties. Effective February 13, 1998,
counsel for AIMCO and the U.S. Attorney for the Northern District of California
entered into a Tolling Agreement related to certain civil claims the government
may have against AIMCO. Although no action has been initiated against AIMCO or,
to AIMCO's knowledge, any owner of a HUD property managed by AIMCO, if any such
action is taken in the future, it could ultimately affect existing arrangements
with respect to HUD projects or otherwise have a material adverse effect on
AIMCO's results of operations.

HUD also has the authority to suspend or deny property owners and managers
from participation in HUD programs with respect to additional assistance within
a geographic region through imposition of a Limited Denial of Participation
("LDP") by any HUD office or nationwide for violations of HUD regulatory
requirements. In June 1997, the St. Louis HUD field office issued an LDP to NHP
Incorporated as a result of a physical

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inspection and mortgage default at one property owned and managed by NHP
Incorporated-related companies. Although the LDP expired by its terms in June
1998, AIMCO entered into a settlement agreement with HUD which includes
aggregate payments to HUD of approximately $533,000 and resolution of all issues
involving four properties in the St. Louis metropolitan area. Because an LDP is
prospective, existing HUD agreements were not, and are not affected.

AIMCO believes that the national office will continue to apply the
clearance process to large management portfolios such as AIMCO's with discretion
and flexibility. While there can be no assurance, AIMCO believes that the
unsatisfactory reviews and the mortgage defaults will not have a material impact
on its results of operations or financial condition. However, on September 29,
1998, the 2530 Committee deferred action on three of AIMCO's 2530 applications
for up to 120 days pending receipt of further information regarding the HUD
Inspector General's inquiry of AIMCO regarding past practices of NHP
Incorporated. If HUD were to disapprove AIMCO as property manager for one or
more affordable properties, AIMCO's ability to obtain property management
revenues from new affordable properties may be impaired.

The Loss of Property Management Contracts Would Reduce AIMCO's Revenues

AIMCO manages some properties owned by third parties. For the year ended
December 31, 1997, AIMCO derived approximately 2% of its gross revenue from
management of properties owned by third parties. During the same period, IFG
derived approximately 15% of its gross revenue from management of properties
owned by third parties. AIMCO may suffer a loss of revenue if it loses its right
to manage these properties or if the rental revenues upon which its management
fees are based decline. In general, management contracts may be terminated or
otherwise lost as a result of:

- a disposition of the property by the owner in the ordinary course or as a
result of financial distress of the property owner;

- the property owner's determination that AIMCO's management of the
property is unsatisfactory;

- willful misconduct, gross negligence or other conduct that constitutes
grounds for termination; or

- with respect to certain affordable properties, termination of such
contracts by HUD or state housing finance agencies, generally at their
discretion.

Dependence on Certain Executive Officers

Although AIMCO has entered into employment agreements with its Chairman and
Chief Executive Officer, Terry Considine, its President, Peter K. Kompaniez, and
its Executive Vice President, Steven D. Ira, the loss of any of their services
could have a material adverse effect on AIMCO.

Possible Conflicts of Interest; Transactions with Affiliates

AIMCO has been, and continues to be, involved in various transactions with
a number of its affiliates, including executive officers, directors and entities
in which they own interests. For example, in order to satisfy certain REIT
requirements, Messrs. Considine and Kompaniez directly or indirectly control the
management companies which

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manage properties for third parties and affiliates. Although AIMCO owns a 95%
non-voting interest in these management companies, AIMCO has no control over
them or their operations. As a result, the management companies could implement
business decisions or policies that are not in AIMCO's best interests. AIMCO has
adopted certain policies designed to minimize or eliminate the conflicts of
interest inherent in these transactions, including a requirement that a majority
of AIMCO's disinterested directors approve certain transactions with affiliates.
However, there can be no assurance that these policies will be successful in
eliminating the influence of such conflicts. Furthermore, such policies are
subject to change without the approval of AIMCO's stockholders.

Tax Risks

Adverse Consequences of Failure to Qualify as a REIT. Although AIMCO
believes that it operates in a manner that enables it to meet the requirements
for qualification as a REIT for Federal income tax purposes, it does not plan to
request a ruling from the Internal Revenue Service that it qualifies as a REIT.
AIMCO has, however, received an opinion from the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP to the effect that, beginning with its initial taxable
year ended December 31, 1994, it was organized and has operated in conformity
with the requirements for qualification as a REIT under the Internal Revenue
Code.

You should be aware that opinions of counsel are not binding on the
Internal Revenue Service or any court. AIMCO's opinion of counsel is based upon
certain representations and covenants made by AIMCO regarding the past, present
and future conduct of its business operations. In addition, AIMCO's opinion of
counsel assumes the qualification of IPT as a REIT and relies upon the opinion
of Akin, Gump, Strauss, Hauer & Feld L.L.P., tax counsel to IPT, in this regard.
IPT's failure to qualify as a REIT would adversely affect AIMCO's qualification
as a REIT. Finally, AIMCO's opinion of counsel is conditioned on, and AIMCO's
continued qualification as a REIT will depend on, its ability to meet, through
actual annual operating results, the various REIT qualification tests. Such
requirements are discussed in more detail under the heading "Federal Income
Taxation of AIMCO and AIMCO Stockholders -- Requirements for Qualification."

If AIMCO fails to qualify as a REIT, it would not be allowed a deduction
for dividends to stockholders in computing its taxable income and it would be
subject to Federal income tax at regular corporate rates. AIMCO also could be
subject to the Federal alternative minimum tax. Unless AIMCO is entitled to
relief under the tax law, it could not elect to be taxed as a REIT for four
years following the year during which it was disqualified. Therefore, if AIMCO
loses its REIT status, the funds available for payment to its investors and net
income would be reduced substantially for each of the years involved. See
"Federal Income Taxation of AIMCO and AIMCO Stockholders -- Taxation of AIMCO."
As a result of the additional tax liability, AIMCO might need to borrow funds or
liquidate certain investments on terms that may be disadvantageous to AIMCO in
order to pay the applicable tax and AIMCO would not be compelled to make
distributions under the Internal Revenue Code. Also, if AIMCO fails to qualify
as a REIT, (i) it would be obligated to repurchase 750,000 shares of its
preferred stock at a price of $105 per share, plus accrued and unpaid dividends
to the date of repurchase, and (ii) it would be in default under its primary
credit facilities and certain other loan documents. See "Federal Income Taxation
of AIMCO and AIMCO Stockholders -- Taxation of AIMCO." Although AIMCO currently
intends to operate in a manner

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designed to qualify as a REIT, future economic, market, legal, tax or other
considerations may cause AIMCO to fail to qualify as a REIT or the Board of
Directors of AIMCO may determine to revoke its REIT election.

If AIMCO acquires a corporation that is not a REIT (such as IFG or IPT, if
it fails to qualify as a REIT), AIMCO will qualify as a REIT only if it
distributes all of the acquired corporation's "earnings and profits" by the end
of the year. In connection with the merger between IFG and AIMCO, AIMCO retained
independent certified public accountants to review the determination of IFG's
earnings and profits for purposes of this requirement. The determination of
earnings and profits is difficult and requires the resolution of technical tax
issues. In addition, the Internal Revenue Service can consider all taxable years
as open for review for purposes of determining the amount of earnings and
profits. AIMCO's failure to distribute an amount equal to IFG's (or IPT's, if
IPT fails to qualify as a REIT) earnings and profits on or before December 31,
1998, would result in AIMCO's failure to qualify as a REIT.

Effect of Distribution Requirements. As a REIT, AIMCO is subject to annual
distribution requirements that limit the amount of cash it has available for
other business purposes, including amounts to fund its growth. See "Federal
Income Taxation of AIMCO and AIMCO Stockholders -- Annual Distribution
Requirements."

Possible Legislative or Other Actions Affecting REITs. The rules dealing
with Federal income taxation are constantly under review by persons involved in
the legislative process and by the Internal Revenue Service and the U.S.
Treasury Department. Changes to the tax law could adversely affect AIMCO and its
investors. It cannot be predicted whether, when, in what forms, or with what
effective dates, the tax laws applicable to AIMCO or its investors will be
changed.

Other Tax Liabilities. Even if AIMCO qualifies as a REIT, AIMCO and its
subsidiaries may be subject to certain Federal, state and local taxes on their
income and property that could reduce operating cash flow.

Possible Adverse Consequences of Limits on Ownership of Shares

AIMCO's charter limits ownership of Class A common stock and Class B common
stock of AIMCO by any single shareholder to 8.7% of the outstanding shares (or
15% in the case of certain pension trusts, registered investment companies and
Mr. Considine). The charter also prohibits anyone from buying shares if the
purchase would result in AIMCO losing its REIT status. This could happen if a
transaction results in fewer than 100 persons owning all of AIMCO's shares or in
five or fewer persons, applying certain attribution rules of the Internal
Revenue Code, owning 50% or more of AIMCO's Class A common stock and/or Class B
common stock. If any person acquires shares in excess of the ownership limit or
in violation of the ownership requirements of the Internal Revenue Code for
REITs:

- the transfer will be considered null and void;

- AIMCO will not reflect the transaction on its books;

- AIMCO may institute legal action to enjoin the transaction;

- AIMCO may demand repayment of any dividends received by the affected
person on those shares;

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- AIMCO may redeem the shares at their then current market price;

- the affected person will not have any voting rights for those shares; and

- the shares (and all voting and dividend rights of the shares) will be
held in trust for the benefit of one or more charitable organizations
designated by AIMCO.

AIMCO may purchase the shares held in trust at a price equal to the lesser
of the price paid by the transferee of the shares or the then current market
price. If the trust transfers any of the shares, the affected person will
receive the lesser of the price he or she paid for the shares or the then
current market price. An individual who acquires shares that violate the
ownership rules discussed above bears the risk that:

- he or she may lose control over the power to dispose of the shares;

- he or she may not recognize profit from the sale of such shares if the
market price of the shares increases; and

- he or she may be required to recognize a loss from the sale of such
shares if the market price decreases.

AIMCO's Charter and Maryland Law May Limit the Ability of a Third Party to
Acquire Control of AIMCO

Ownership Limit. The 8.7% ownership limit discussed above may have the
effect of precluding the acquisition of control of AIMCO by a third party
without the consent of the Board of Directors of AIMCO.

Preferred Stock. AIMCO's charter authorizes its Board of Directors to issue
up to 510,750,000 shares of stock. As of November 15, 1998, 484,027,500 shares
were classified as Class A common stock, 262,500 shares were classified as Class
B common stock and 26,460,000 were classified as preferred stock. Under AIMCO's
charter, the Board of Directors of AIMCO has the authority to classify and
reclassify any of AIMCO's unissued shares of stock into shares of preferred
stock with such preferences, rights, powers and restrictions as the Board of
Directors of AIMCO may determine. The authorization and issuance of preferred
stock could have the effect of delaying or preventing someone from taking
control of AIMCO, even if a change in control were in AIMCO's stockholders' best
interests.

Maryland Business Combination and Control Share Acquisition Statutes. As a
Maryland corporation, AIMCO is subject to various Maryland laws which may have
the effect of discouraging offers to acquire AIMCO and of increasing the
difficulty of consummating any such offers, even if the acquisition of AIMCO
would be in its stockholders' best interests. Subtitle 6 of Title 3 of the
Maryland General Corporation Law restricts mergers and other business
combination transactions between a Maryland corporation, such as AIMCO, and any
person who acquires beneficial ownership of shares of its stock representing 10%
or more of the voting power without the prior approval of the Board of Directors
of AIMCO. Any such business combination transaction could not be completed until
five years after the person or an affiliate thereof acquired such voting power,
and then only with the approval of stockholders representing 80% of all votes
entitled to be cast and 66 2/3% of the votes entitled to be cast excluding the
interested stockholder, unless, among other conditions, the stockholders receive
a minimum price (as defined in the Maryland General Corporation Law) for their
shares and the consideration is received in cash or in the same form as
previously paid by the interested stockholder for

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its shares of stock. Subtitle 7 of Title 3 of the Maryland General Corporation
Law also provides that a person who acquires shares of stock that entitles such
person to exercise or direct the voting power in electing directors within
certain ranges at or above 20% of all voting power will have no voting rights
unless approved by a vote of 66 2/3% of the shares eligible to vote or unless
approved or exempted prior to the acquisition pursuant to the terms of the
statute.

Year 2000 Readiness

Over the past twenty months, AIMCO has determined that it will be required
to modify or replace significant portions of its software and certain hardware
so that those systems will properly utilize dates beyond December 31, 1999.
AIMCO presently believes that with modifications or replacements of existing
software and certain hardware, the Year 2000 issue can be mitigated. However, if
such modifications and replacements are not made, or are not completed timely,
the Year 2000 issue could have a material impact on the operations of AIMCO.

The total cost of the Year 2000 project is estimated at $3.4 million and is
being funded through operating cash flows. To date, AIMCO has incurred
approximately $2.8 million ($0.4 million expensed and $2.4 million capitalized
for new systems and equipment), related to all phases of the Year 2000 project.
Of the total remaining project costs, approximately $0.4 million is attributable
to the purchase of new software and operating equipment, which will be
capitalized. The remaining $0.2 million relates to repair of hardware and
software and will be expensed as incurred.

AIMCO believes it has an effective program in place to resolve the Year
2000 issue in a timely manner. AIMCO has not yet completed all necessary phases
of the Year 2000 program. In the event that AIMCO does not complete any
additional phases, certain adverse consequences could occur. The adverse
consequences include elevators, security and HVAC systems that read incorrect
dates and operate with incorrect schedules (e.g., elevators will operate on
Monday as if it were Sunday). Although such a change would be disruptive to
residents, it is not business critical. In addition, disruptions in the economy
generally resulting from Year 2000 issues could also materially adversely affect
AIMCO. AIMCO could be subject to litigation for computer systems failure, for
example, equipment shutdown or failure to properly date business records. The
amount of potential liability and lost revenue cannot be reasonably estimated at
this time.

AIMCO has contingency plans for certain critical applications and is
working on such plans for others. These contingency plans involve, among other
actions, manual workarounds and selecting new relationships for such activities
as banking relationships and elevator operating systems.

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INFORMATION CONCERNING THE SPECIAL MEETING

PURPOSE, TIME AND PLACE

IPT is furnishing this Information Statement/Prospectus to its shareholders
in connection with a special meeting of shareholders of IPT (including any
adjournment or postponement thereof, the "Special Meeting") to be held on
January , 1999, beginning at 9:00 a.m., local time, at 55 Beattie Place,
Floor, Greenville, South Carolina 29602. The purpose of the Special
Meeting is to consider and vote upon a proposal to approve and adopt the
acquisition by AIMCO, of all of the common shares of beneficial interest, par
value $.01 per share, of IPT (the "IPT Common Shares"), not already owned by
AIMCO through a merger of a subsidiary of AIMCO with and into IPT (the
"Merger"), the Amended and Restated Agreement and Plan of Merger, dated as of
December 7, 1998 (the "Merger Agreement"), by and among AIMCO, TPI Acquisition
Trust, a Maryland real estate investment trust ("Merger Sub"), and IPT and the
transactions contemplated thereby.

RECORD DATE; QUORUM; VOTE REQUIRED

The Board of Trustees of IPT (the "IPT Board") has selected December ,
1998 (the "Record Date") as the record date for the Special Meeting. Only
holders of record of IPT Common Shares at the close of business on the Record
Date are entitled to notice of, and to vote at, the Special Meeting.

On the Record Date, IPT Common Shares were issued and
outstanding, held by approximately holders of record. Each IPT
Common Share entitles the holder thereof to one vote on each matter submitted
for shareholder approval.

The presence, in person or by proxy, of at least a majority of the issued
and outstanding IPT Common Shares entitled to vote is necessary to constitute a
quorum at the Special Meeting. If you vote your IPT Common Shares to abstain at
the Special Meeting, your shares will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the
Special Meeting and have the effect of a vote against the Merger, the Merger
Agreement and the transactions contemplated thereby. If you hold your IPT Common
Shares in "street name," then a broker or nominee is the registered owner. If
you do not instruct your broker or nominee how to vote at the Special Meeting,
then your shares will not be counted as present for purposes of determining a
quorum at the Special Meeting and will have the effect of a vote against the
Merger, the Merger Agreement and the transactions contemplated thereby.

The approval of the Merger, the Merger Agreement and the transactions
contemplated thereby requires the affirmative vote of the holders of a majority
of the outstanding IPT Common Shares. As a result of the merger of IFG with and
into AIMCO (the "IFG Merger"), AIMCO owns the IPT Common Shares formerly owned
by IFG and, as of October 1, 1998, AIMCO controlled IPT. On the Record Date,
AIMCO owned 12,033,556 IPT Common Shares, or approximately 51% of the
outstanding IPT Common Shares. AIMCO Properties L.P., a Delaware limited
partnership (the "AIMCO Operating Partnership"), owns limited partnership units
in Insignia Properties, L.P. ("IPLP OP Units"), which could be converted into
IPT Common Shares, however, AIMCO currently

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has no plans to cause the AIMCO Operating Partnership to request conversion of
such IPLP OP Units into IPT Common Shares. As required by the Merger Agreement,
AIMCO provided an irrevocable proxy to Messrs. Aston, Farkas and Garrison,
acting individually, to vote the IPT Common Shares owned by AIMCO and its
subsidiaries FOR the Merger, the Merger Agreement and the transactions
contemplated thereby at the Special Meeting. Messrs. Farkas, Aston and Garrison
agreed to vote such shares for the Merger. ACCORDINGLY, APPROVAL AND ADOPTION OF
THE MERGER, THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AT
THE SPECIAL MEETING ARE ASSURED. As of the record date, the executive officers
of IPT as well as the trustees of IPT on the IPT Board on October 1, 1998, who
were unaffiliated with AIMCO, and who approved the Merger, have informed IPT
that they intend to cause their shares to be voted for the Merger, the Merger
Agreement and the transactions contemplated thereby at the Special Meeting.

VOTING

Although approval and adoption of the Merger, the Merger Agreement and the
transactions contemplated thereby is assured, if you want to vote your IPT
Common Shares at the Special Meeting, your shares must be represented at the
Special Meeting in person or by proxy. WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. If your IPT Common Shares are held in street
name, and you wish to attend the Special Meeting and vote your IPT Common Shares
or if you wish to grant a proxy with respect to your shares, you will need to
get a letter from the broker or nominee holding your shares that confirms your
ownership of such IPT Common Shares and bring it with you to the Special Meeting
or provide it with your proxy.

NO APPRAISAL RIGHTS

Under Maryland law, IPT shareholders will not be entitled to any objecting
shareholders' rights to fair value in connection with the Merger.

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SPECIAL FACTORS TO CONSIDER

INTRODUCTION TO THE MERGER

Before the IFG Merger, IPT was controlled by IFG. Because of this, the
negotiations regarding the IFG Merger necessarily included discussion regarding
the acquisition of IPT by AIMCO. Therefore, the discussion below that describes
the background of the IFG Merger is relevant to understanding the background of
the Merger.

BACKGROUND OF THE IFG MERGER

Issues relating to the long-term strategy of IFG were discussed regularly
by IFG's senior management and Board of Directors (the "IFG Board"). Senior
management of IFG believed that, in recent years, the business of managing and
owning multifamily apartment properties in the United States had been
characterized by consolidation, driven mainly by the economies of scale
available to larger entities in the industry. Senior management of IFG also
believed that greater size permitted efficiencies and lower costs in capital
raising, lower costs for goods and services because of larger centralized buying
power, amortization of ongoing general and administrative costs over a broader
portfolio base and other potential advantages that increase value for
stockholders. In addition, IFG's senior management and Board of Directors
believed that the emergence of large apartment REITs, with their appetites for
acquisitions, generally increased the prices at which these properties were
offered and sold. In order to take advantage of these trends, IFG's senior
management and Board of Directors remained receptive to opportunities to acquire
other businesses or to be acquired by another entity. During the two years
preceding October 1, 1998, neither IFG nor IPT received any third party
indications of interest in acquiring IPT.

On September 11, 1997, Mr. Terry Considine, AIMCO's Chairman and Chief
Executive Officer, met Mr. Andrew L. Farkas, IFG's Chairman, President and Chief
Executive Officer, at IFG's New York City office to discuss the general
philosophy of each company, the consolidation occurring in the multifamily
apartment industry and its future and the competitive advantages that each of
IFG and AIMCO offered.

On September 18, 1997, Messrs. Farkas and Considine flew from Denver to Los
Angeles, without any specific discussions regarding a transaction between IFG
and AIMCO.

On September 23, 1997, Messrs. Farkas and Considine met for dinner in New
York City to discuss the feasibility of a transaction between the two companies,
excluding IFG's commercial real estate business, and the synergies which could
result from the combined companies.

On September 24, 1997, Mr. Farkas asked Lehman Brothers, Inc. ("Lehman
Brothers"), IFG's financial advisor for previous transactions, to prepare a
confidentiality agreement for execution by IFG and AIMCO.

Throughout late September and early October 1997, Lehman Brothers, with the
assistance of Mr. James A. Aston, IFG's Chief Financial Officer, prepared
confidential informational material setting forth certain historical financial
information of IFG and a description of, and historical and projected financial
information with respect to, IFG's multifamily housing business.

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During the first two weeks of October 1997, Lehman Brothers negotiated a
confidentiality agreement with AIMCO. On October 14, 1997, IFG and AIMCO
executed a confidentiality agreement so that the parties could discuss in more
detail the possibility of a transaction involving IFG, excluding the commercial
real estate business, and AIMCO. After the execution of the confidentiality
agreement, Lehman Brothers delivered the confidential informational material to
AIMCO. During the next eight weeks, the parties continued telephone discussions
about a possible transaction, and during such time AIMCO requested additional
due diligence information regarding IFG, which IFG provided. Although none of
these discussions was conclusive, they did allow each party to become better
informed about the other and to permit each party to discuss in detail the
advantages of a transaction.

In the first quarter of 1998, IFG's Board of Directors held its regularly
scheduled board meeting. IFG's Board of Directors was advised that IFG's senior
management had held discussions with representatives of AIMCO and Lehman
Brothers concerning a possible transaction between IFG and AIMCO. Senior
management of IFG further discussed the potential for combinations with other
owners and managers of multifamily apartment properties and whether IFG intended
to pursue the commercial property business or the multifamily apartment property
business, or both. IFG's Board of Directors determined that IFG should either
search for a company with a similar philosophy with which to merge or continue
to pursue acquisitions of interests in multifamily properties and companies that
provide multifamily property management through IPT. IFG's senior management
then discussed the potential synergies which could result from the combination
with AIMCO. IFG's Board of Directors authorized senior management to continue to
investigate a possible merger with AIMCO.

On February 5, 1998, Mr. Aston flew to Denver to meet with Mr. Thomas
Toomey, AIMCO's Executive Vice President - Finance and Administration, and Mr.
Harry Alcock, AIMCO's Senior Vice President - Acquisitions, to discuss IFG's
confidential informational material provided to AIMCO.

On February 11, 1998, representatives of IFG and AIMCO met at IFG's offices
in New York City to begin discussions regarding the terms of a transaction,
including price, structure and protection of the shareholders of IPT other than
IFG.

On February 12, 1998, representatives of IFG and AIMCO met at IFG's offices
in New York City to discuss the proposed acquisition of IFG's multifamily
business. The proposed price, general terms, timing and accounting treatment of
the proposed merger were discussed. On February 12 and 13, 1998, IFG met with
its legal and financial advisors to discuss a possible structure of the
transaction and instructed its legal advisors to work expeditiously to negotiate
a definitive agreement. On February 18, 1998, IFG's legal and financial advisors
met with AIMCO's legal advisors to discuss drafts of the documentation for the
proposed transaction. From February 19 through March 17, 1998, senior management
of IFG and AIMCO, their respective legal and tax advisors and Lehman Brothers
met to discuss and negotiate (1) revised drafts of the documentation for the
proposed transaction, (2) revised structures for the transaction, (3) various
forms of merger consideration and (4) various other issues that arose during
such negotiations. Also during that time, senior management of IFG, assisted by
their legal and financial advisors, conducted a due diligence review of AIMCO.
During the course of discussions from the end of February through the beginning
of March, it was decided that the proposed

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transaction could best be structured as a merger, with IFG first spinning off
its commercial real estate and other businesses to its stockholders. During the
course of these negotiations, both parties were unsure whether an agreement
could be reached, as many material terms of the transaction were not and could
not be agreed upon, including tax structure and the valuation of IFG's
multifamily housing business.

On March 13, 1998, IFG's Board of Directors executed an engagement letter
with Lehman Brothers, pursuant to which Lehman Brothers was formally retained as
IFG's financial advisor to evaluate the proposed merger with AIMCO and the
allocation of the consideration to be offered by AIMCO between holders of IFG's
common stock and IPT Common Shares.

Also, on March 13, 1998, IFG's Board of Directors held a special meeting to
consider the proposed merger with AIMCO. At the meeting, IFG's counsel discussed
the draft Agreement and Plan of Merger, by and between AIMCO, the AIMCO
Operating Partnership, New Insignia, and IFG (the "IFG Merger Agreement") in
detail. In addition, representatives of Lehman Brothers made a presentation
which included delivery of Lehman Brothers' oral opinion (subsequently confirmed
in writing on March 17, 1998) that the aggregate consideration to be received by
the holders of IFG common stock in the spin-off of New Insignia, which included
IFG's commercial real estate and certain other businesses, and in the IFG Merger
was fair, from a financial point of view, to the holders of Class A common stock
of IFG, and that the allocations of the consideration to be received by holders
of Class A common stock of IFG in the IFG Merger and the consideration required
to be offered to holders of IPT Common Shares (other than IFG) was reasonable.
Following discussion, IFG's Board of Directors unanimously approved the IFG
Merger and the draft IFG Merger Agreement and the transactions contemplated
thereby, giving senior management the authority to make changes in the
transaction and documentation that they believed appropriate. The IFG Merger
Agreement was amended and restated as of May 26, 1998, but not in any way that
would affect AIMCO's obligations relating to IPT. Prior to the IFG Merger, AIMCO
did not own any equity investment in IFG or IPT.

On October 1, 1998, IFG was merged with and into AIMCO, with AIMCO
continuing as the surviving corporation in the IFG Merger. As a result of the
IFG Merger, AIMCO became the owner of an aggregate of 12,033,556 IPT Common
Shares (approximately 51% of the then outstanding IPT Common Shares).

BACKGROUND OF THE MERGER

After the IFG Merger Agreement was announced, the Board of Trustees of
Angeles Mortgage Investment Trust, an unincorporated California business trust
("AMIT"), determined that it could not recommend approval of the merger of AMIT
with and into IPT (the "AMIT Merger") to AMIT shareholders unless it received a
covenant from New Insignia that New Insignia would enforce AIMCO's obligation to
propose to acquire IPT pursuant to the terms of the IFG Merger Agreement.
Subsequent negotiations among IPT, AMIT and New Insignia resulted in New
Insignia covenanting to AMIT and IPT that it would use its reasonable best
efforts to compel AIMCO to propose to acquire IPT by merger in the event that
AIMCO were to breach its obligation under the IFG Merger Agreement. The AMIT
Board of Trustees recommended approval of the AMIT Merger. On September 4, 1998,
the AMIT shareholders approved the AMIT Merger and on September 17, 1998, the
AMIT Merger was consummated.

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Beginning immediately after the AMIT Merger was consummated, extensive
negotiations took place among AIMCO, IFG, IPT and their respective advisors and
representatives concerning the terms and conditions of a definitive merger
agreement for the merger of IPT into AIMCO (the "Original Merger") and related
arrangements. In the course of these discussions, AIMCO indicated that, while it
remained committed to acquiring the publicly held IPT Common Shares, in light of
uncertainties in the market for debt and equity securities and in light of a
reduction in the amount of commercial mortgage financing available it would
prefer to have the option to consummate the transaction using Class A common
stock, par value $0.01 per share, of AIMCO ("AIMCO Common Stock"), as some or
all of the merger consideration. In the course of negotiations, AIMCO offered
benefits to holders of IPT Common Shares beyond its obligations pursuant to the
IFG Merger Agreement, including (1) the increased certainty of closing a merger
that has fewer conditions to closing than the typical acquisition transaction,
(2) a price of $13.28 per IPT Common Share (rather than $13.25) for the portion
of the merger consideration that AIMCO would pay in AIMCO Common Stock and (3)
the expectation that any receipt of shares of AIMCO Common Stock would be
substantially tax free to holders of IPT Common Shares. See "Tax Consequences of
the Merger." The draft merger agreement between IPT and AIMCO also provided that
upon a termination of such agreement certain transactions entered into between
AIMCO, IPLP, and IPT would be unwound, and that AIMCO would cede the right to
elect a majority of the IPT Board for up to two years after such termination
(even though AIMCO would own a majority of the outstanding IPT Common Shares).
Both of these provisions were intended to benefit the holders of IPT Common
Shares in the unlikely event that the Original Merger were not completed. The
Original Merger Agreement also provided (and the Merger Agreement provides),
that an amendment thereto may be effected only with the approval of a majority
of Messrs. Aston, Eckstein, Farkas, Garrison and Herrmann (and their successors)
(the "Continuing Trustees"). See "The Merger Agreement and Terms of the
Merger -- Amendment and Waiver."

Because the contemplated original merger consideration had changed from all
cash to potentially include shares of AIMCO Common Stock, the IPT Board
determined that a further opinion of Lehman Brothers on the consideration to be
paid pursuant to the Original Merger Agreement was desirable. On September 30,
1998, the IPT Board formally engaged Lehman Brothers to render an opinion to the
IPT Board as to the fairness, from a financial point of view, of the
consideration to be paid pursuant to the draft merger agreement. By the morning
of October 1, 1998, executive officers of IPT and AIMCO informally concurred
that they had reached agreement on all material terms of the draft merger
agreement. The IPT Board (prior to the election of AIMCO-nominated trustees)
held a special meeting on October 1, 1998, attended by all trustees but Warren
M. Eckstein, to consider the terms of the draft merger agreement, including the
merger consideration to be paid, in detail. At the request of the IPT Board,
representatives of Lehman Brothers made a presentation concerning the analysis
underlying their conclusions, and delivered their written opinion that the
consideration to be paid in the Original Merger was fair from a financial point
of view to the holders of IPT Common Shares, other than AIMCO, IFG and their
respective subsidiaries. See "-- Opinion of Financial Advisor to the IPT Board."
The IPT Board also discussed the effect on IPT shareholders of agreeing to
permit AIMCO to pay some or all of the merger consideration with AIMCO Common
Stock. The IPT Board concluded that the receipt of AIMCO Common Stock would be
advantageous to IPT shareholders because the portion of the

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consideration received as AIMCO Common Stock was expected to be substantially
tax free to IPT shareholders. In addition, the IPT Board determined that if an
IPT shareholder wanted cash instead of AIMCO Common Stock, the increase in
consideration would offset most (if not all) of the cost incurred in selling the
AIMCO Common Stock. Following such discussions and based in part on the advice
of Lehman Brothers, the IPT Board (prior to the election of trustees nominated
by AIMCO and with Mr. Eckstein not in attendance) (the "Approving IPT Board")
unanimously (1) deemed the Original Merger advisable and in the best interests
of IPT, (2) directed the Original Merger to be submitted to the IPT
shareholders, (3) recommended the Original Merger to the IPT shareholders, and
(4) approved the Original Merger, the draft merger agreement and the
transactions contemplated thereby, giving senior management of IPT the authority
to make changes in the transaction and documentation that they believed
appropriate. The AIMCO Board of Directors had previously approved the draft
merger agreement. The IFG Merger was closed later on October 1, 1998. The
Agreement and Plan of Merger, dated as of October 1, 1998, between AIMCO and IPT
(the "Original Merger Agreement") regarding the Original Merger was finalized
and executed on October 2, 1998.

As contemplated by the Original Merger Agreement, effective simultaneously
with the execution and delivery of the Original Merger Agreement, (1) Messrs.
Ronald Uretta and Ronald J. Consiglio resigned as trustees of IPT; (2) the size
of the IPT Board was increased by four from seven to eleven members; and (3)
Messrs. Terry Considine, Peter K. Kompaniez, Patrick J. Foye, Steven D. Ira,
Thomas W. Toomey and Harry G. Alcock (collectively the "AIMCO-nominated
Trustees"), each of whom is an officer of AIMCO, were appointed as trustees of
IPT to fill the vacancies on the IPT Board.

In connection with the execution of the Original Merger Agreement, the
bylaws of IPT (the "IPT Bylaws") were amended by the Approving IPT Board, as
permitted by Maryland law and the IPT Bylaws. One of the bylaw amendments had
the effect of exempting AIMCO's acquisition (through the IFG Merger) of IPT
Common Shares from Maryland's control share acquisition statute. Maryland's
control share acquisition statute generally provides that persons acquiring more
than 20% of the outstanding shares of a Maryland real estate investment trust
will have no voting rights unless the acquisition is approved by (1) the
affirmative vote of 66 2/3% of all the votes entitled to be cast on the matter,
excluding all interested shares, or (2) by a bylaw provision adopted prior to
the acquisition of the shares, as was the case in AIMCO's acquisition of the IPT
Common Shares formerly held by IFG through the IFG Merger. The Approving IPT
Board concluded that the bylaw amendment exempting AIMCO's acquisition of IPT
Common Shares from Maryland's control share acquisition statute was fair to IPT
shareholders because it had concluded that the terms of the Original Merger
Agreement were fair to IPT shareholders and the bylaw amendment was necessary to
permit the Original Merger to occur.

In the interest of clarifying certain ambiguities and inconsistencies in
the Original Merger Agreement and in the IPT Bylaws and to change the structure
of the Original Merger to the merger of Merger Sub with and into IPT from a
merger of IPT with and into AIMCO, on December 7, 1998, the parties, including
Merger Sub, entered into the Merger Agreement. The Merger Agreement, which was
approved by the IPT Board (with the AIMCO-nominated Trustees abstaining), the
Board of Directors of AIMCO and the Board of Trustees of Merger Sub, did not
materially alter the rights or interests of the IPT shareholders. A copy of the
Merger Agreement is included at the back of this Information

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Statement/Prospectus as Annex A. As the Information Statement/Prospectus
includes only a summary of the Merger Agreement, IPT shareholders should read
the Merger Agreement carefully in its entirety.

IPT'S REASONS FOR THE MERGER; RECOMMENDATION OF THE IPT BOARD

At its meeting on October 1, 1998, the Approving IPT Board received and
considered the presentations of the management of IPT, its legal advisors and
its financial advisors regarding the Original Merger, deemed the Original Merger
advisable and in the best interests of IPT and unanimously directed the Original
Merger be submitted to the IPT shareholders and recommended that the IPT
shareholders approve and adopt the Original Merger, the Original Merger
Agreement and the transactions contemplated thereby. The Approving IPT Board
agreed to the proposed Original Merger at that time because (i) IFG had
negotiated an expedited 90 day post-IFG Merger timetable as part of the
negotiation of the IFG Merger Agreement, (ii) the Approving IPT Board was unable
to predict whether AIMCO, as the holder of a majority of the outstanding IPT
Common Shares, would exercise such powers as well, better or worse than IFG had
exercised such powers and (iii) it provided IPT shareholders not affiliated with
AIMCO with the ability to dispose of their shares at a valuation determined by
arm's-length negotiation between IFG and AIMCO and IPT and AIMCO. Although the
closing of the IFG Merger was to occur following the meeting of the IPT Board on
October 1, 1998, after which AIMCO would own a majority of the outstanding IPT
Common Shares, the Approving IPT Board did not find it necessary to establish a
special committee. Each member of the Approving IPT Board and each executive
officer of IPT was unaffiliated with AIMCO and such trustees believed there was
no significant risk of conflicts of interest with AIMCO which would impair the
Approving IPT Board's or IPT's officers' ability to negotiate an arm's-length
merger agreement with AIMCO. The amendments which the Approving IPT Board made
to IPT's Bylaws prior to entering into the Original Merger Agreement included
provisions which reserved significant rights to the Continuing Trustees even
though the AIMCO-nominated Trustees would represent a majority of the IPT Board
following the IFG Merger. These amendments include, among other things, that the
Continuing Trustees must approve the following actions on behalf of IPT: (1)
amendments to, or waivers of provisions in, the Original Merger Agreement (now
the Merger Agreement), (2) termination of the Original Merger Agreement (now the
Merger Agreement) by IPT, (3) enforcing employment contracts in existence on
October 1, 1998, (4) amendments to, or waivers of provisions in, the limited
partnership agreement of IPLP, (5) amendments to the IPT Declaration of Trust,
as amended (the "IPT Declaration") or IPT Bylaws, (6) loans or cash advances
from IPT to AIMCO and (7) declaring distributions on IPT Common Shares. The
Approving IPT Board believed that it was able to act in the interests of the IPT
shareholders not affiliated with AIMCO in approving the Original Merger
Agreement, and as a result believed that it was not necessary to seek the
separate approval of the non-affiliated IPT shareholders. The Lehman Brothers
opinion addressed the fairness, from a financial point of view, of the
consideration to be paid pursuant to the draft of the Original Merger Agreement
to IPT shareholders (other than AIMCO, IFG and their respective subsidiaries).
The Lehman Brothers opinion was addressed to the entire IPT Board and not just
the two members who were not employees of IPT. Although Mr. Eckstein, one of two
members of the IPT Board who were not employees of IPT, was not present at the
October 1, 1998 meeting of the IPT Board, following the meeting he

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advised the Approving IPT Board of his agreement with the actions approved at
that meeting.

In the interest of clarifying certain ambiguities and inconsistencies in
the Original Merger Agreement and to change the structure of the merger to the
merger of Merger Sub into IPT instead of a merger of IPT into AIMCO, AIMCO and
IPT proposed to execute an amendment and restatement of the Original Merger
Agreement.

All of the Continuing Trustees were present at the December 7, 1998 meeting
of the IPT Board at which the Merger Agreement was approved, and voted for such
approval. The IPT Board also concluded that since the differences between the
Original Merger Agreement and the Merger Agreement did not affect materially the
value of the consideration to be received by the IPT shareholders, a new opinion
of Lehman Brothers was not required. At the December 7, 1998 meeting of the IPT
Board, the Board of Trustees of IPT (with the AIMCO-nominated Trustees
abstaining), unanimously ratified and reaffirmed its previous findings regarding
fairness of the Original Merger, as modified by the Merger Agreement, deemed the
Merger advisable and in the best interest of IPT and directed that the Merger,
the Merger Agreement and the transactions contemplated thereby be submitted to
the IPT shareholders with their recommendation.

In reaching its determination, the Approving IPT Board considered a number
of factors, including the following:

- Control of IPT by AIMCO. The Approving IPT Board noted that AIMCO
controlled a majority of the outstanding IPT Common Shares. Such
ownership position would have allowed AIMCO to elect a majority of the
members of the IPT Board, exercise substantial influence with respect to
the business of IPLP and otherwise control IPT's and its subsidiaries'
affairs. The Approving IPT Board was unable to predict whether AIMCO
would exercise such powers as well, worse or better than IFG had
exercised such powers. Rather than subject the IPT shareholders not
affiliated with AIMCO (the "Minority Holders") to the risk of being
minority shareholders of a new controlling shareholder, the Approving IPT
Board decided to enter into the Original Merger Agreement so that the
Minority Holders would receive, at a minimum, $13.25 per share while also
providing the possibility that the Minority Holders might defer
recognition of taxable income to the extent that AIMCO elected to issue
AIMCO Common Stock in the Original Merger. In the IFG Merger, IFG valued
its investment in IPT at $13.25 per IPT Common Share.

- Consideration. The Approving IPT Board noted that the Original Merger
Agreement provided AIMCO with the option of paying the merger
consideration in cash, shares of AIMCO Common Stock or a combination of
both. The Approving IPT Board believed that the ability of Minority
Holders to dispose of their IPT Common Shares at a valuation determined
by arm's-length negotiation between IFG and AIMCO and upon the terms
established by arm's-length negotiation between IPT and AIMCO was a
superior alternative for the Minority Holders than remaining minority
shareholders whose exit value and distribution rate would be controlled
by AIMCO.

- Value of Stock Consideration. Although the IFG Board noted that AIMCO had
originally agreed to offer $13.25 in cash per IPT Common Share, the
increase in the offered consideration to $13.28, to the extent AIMCO
chooses to pay in

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AIMCO Common Stock, was a positive factor inasmuch as any stock component
will provide IPT's shareholders with the opportunity to participate in a
growing company which, subsequent to the IFG Merger, is one of the
largest owners and managers of multifamily apartment properties in the
United States. Moreover, even if AIMCO pays the merger consideration in
AIMCO Common Stock, those IPT shareholders who would prefer cash can sell
the AIMCO Common Stock received by them in the Original Merger, using the
increased consideration (3 cents) per IPT Common Share to offset most (if
not all) of the transaction costs. In approving the Merger Agreement at
its December 7, 1998 meeting, the IPT Board was aware of the October 1,
1998 revision of Moody's Investors Service's outlook for the ratings of
AIMCO from stable to negative and the reasons cited for such revision.
The IPT Board believed the market price of AIMCO Common Stock would
reflect AIMCO's credit rating prior to the time the AIMCO Exchange Value
would be determined. Because IPT shareholders would receive $13.28 in
AIMCO Common Stock, any decline in the market price of AIMCO Common Stock
(and therefore the AIMCO Exchange Value) would result in a greater number
of shares being issued to IPT shareholders, not a reduction in the
aggregate market value of such shares.

- Interest of Former AMIT Shareholders. The Approving IPT Board was aware
that AMIT's Board of Trustees was concerned about the effect of the
proposed Original Merger on the value of the IPT Common Shares issued in
the AMIT Merger. Although former AMIT shareholders had, at the time the
AMIT Merger was approved, the expectation that they would, within six
months, receive $13.25 per IPT Common Share in cash the increase of the
consideration per IPT Common Share to $13.28 if the merger consideration
is comprised of shares of AIMCO Common Stock would offset most (if not
all) of the cost incurred in selling the AIMCO Common Stock, if cash is
more desirable. In addition the Approving IPT Board believed there would
be a benefit to the former AMIT shareholders if the transaction received
tax-free treatment.

- Other Terms of the Merger Agreement. The Approving IPT Board viewed
favorably the terms and conditions of the Original Merger Agreement. The
Approving IPT Board noted that the conditions to AIMCO's obligation to
close the Original Merger and IPT's representations and warranties in the
Original Merger Agreement (and in the Merger Agreement) are more
favorable to IPT than those typically negotiated by public companies
acquired by merger. The Original Merger Agreement did not (and the Merger
Agreement does not) contain conditions to AIMCO's obligation to
consummate the Merger such as the receipt of opinion's of IPT counsel on
the closing date, the absence of material changes between the date of the
Original Merger Agreement and the closing date and the receipt of an
officers' certificate from IPT on the closing date. The Original Merger
Agreement did not (and the Merger Agreement does not) contain
representations and warranties by IPT as to, among other things, third
party or governmental consents and approvals, undisclosed IPT
liabilities, litigation involving IPT or its properties, and employee
benefit plans. The Approving IPT Board also viewed favorably the
likelihood of the consummation of the Original Merger and, therefore, the
likely avoidance of a failed transaction and the related potential
deterioration of IPT's business and loss of personnel.

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- Lehman Brothers Opinion. The Approving IPT Board considered the opinion
delivered by Lehman Brothers at the IPT Board meeting on October 1, 1998,
to the effect that, as of the date of such opinion, the consideration to
be paid in the Original Merger is fair, from a financial point of view,
to IPT's shareholders (other than AIMCO, IFG and their subsidiaries). The
Approving IPT Board relied on the work and presentation of Lehman
Brothers in the overall financial analysis of IPT and adopted the Lehman
Brothers opinion analysis which is described under "-- Opinion of
Financial Advisor to the IPT Board." The Lehman Brothers opinion analysis
calculated ranges of equity market values for IPT Common Shares. The
merger consideration falls within those ranges.

- Structure of the Transaction. The Approving IPT Board considered the
transaction structure and concluded that it was fair because it offers
all IPT shareholders (other than AIMCO and its subsidiaries and holders
of restricted IPT Common Shares) the same consideration, provides a
substantial likelihood of completion without disruption by Minority
Holders who might hold out in a voluntary transaction, is expected to be
tax free to IPT shareholders to the extent the merger consideration is
paid in shares of AIMCO Common Stock, and offers IPT shareholders the
possibility of owning an interest in one of the largest owners and
managers of multifamily housing in the United States while preserving the
REIT status of their investment.

- Current and Historical Market Price. The Approving IPT Board considered
that the merger consideration per IPT Common Share exceeded the market
price per IPT Common Share on the last trading day before its October 1,
1998 meeting by approximately 3.4% and that it also was greater than any
trading price since September 17, 1998, the date on which IPT Common
Shares were first publicly traded.

- Net Book Value. The Approving IPT Board was aware that the merger
consideration per IPT Common Share exceeded the net book value per IPT
Common Share on June 30, 1998 by approximately 67.7%.

IPT shareholders should also be aware of the following factors which the
Approving IPT Board considered in approving the Original Merger:

- IPLP Restructuring and Unwind. The Approving IPT Board was aware that the
IFG Merger Agreement provided that AIMCO would transfer substantially all
of IPLP's assets to the AIMCO Operating Partnership following the IFG
Merger. Therefore, in order to address the Approving IPT Board's concern
about the effects of a failure to consummate the Original Merger, the
Original Merger Agreement provided (and the Merger Agreement provides)
that, in the event the Merger does not occur, such transfers will be
unwound. In addition, all other acquisitions of equity interests in or
debt securities of entities controlled by IPT as well as certain asset
acquisitions will also be unwound if the Merger does not occur. IPT
shareholders should note that, prior to the date of this Information
Statement/ Prospectus, the economic rights to substantially all of IPLP's
assets were transferred to the AIMCO Operating Partnership.

- Control of IPT by AIMCO Prior to Consummation of the Merger. The
Approving IPT Board recognized that after the IFG Merger, AIMCO would be
the controlling shareholder of IPT, which would enable it to eventually
gain control of the IPT

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Board. As part of the Original Merger Agreement and in recognition of
this fact, to seek a compromise, IPT agreed to cede control of the IPT
Board to AIMCO so long as (i) the Continuing Trustees would be granted
rights to protect IPT's interest until the Original Merger (now the
Merger) was completed and (ii) the Original Merger Agreement included an
unwind provision. The Continuing Trustees currently consist of: James A.
Aston, Andrew L. Farkas, Warren M. Eckstein, Frank M. Garrison and Bryan
L. Herrmann. Therefore, as part of the negotiation of the Original Merger
Agreement, the IPT Bylaws were amended to provide, among other things,
that a majority of the Continuing Trustees must approve the following
actions on behalf of IPT: (1) amendments to, or waivers of provisions in,
the Original Merger Agreement (now the Merger Agreement), (2) termination
of the Original Merger Agreement (now the Merger Agreement) by IPT, (3)
enforcing employment contracts in existence on October 1, 1998, (4)
amendments to, or waivers of provisions in, the limited partnership
agreement of IPLP, (5) amendments to the IPT Declaration or IPT Bylaws,
(6) loans or cash advances from IPT to AIMCO and (7) declaring
distributions on IPT Common Shares. The IPT Bylaws also state that a
vacancy created by a Continuing Trustee must be filled only with an
individual nominated by a majority of the Continuing Trustees. In
connection with the execution of the Original Merger Agreement (now the
Merger Agreement), AIMCO agreed to vote its IPT Common Shares for a
Continuing Trustee (or his successor) at any election of trustees prior
to the consummation of the Original Merger (now the Merger) and for two
years after the termination of the Original Merger Agreement (now the
Merger Agreement). To ensure that IPT could regain control of the IPT
Board upon a termination of the Original Merger Agreement (now the Merger
Agreement), other than because of a higher-value offer, each
AIMCO-nominated Trustee executed and delivered to IPT an undated
resignation so that he can be removed without requiring action on the
part of the IPT Board. Based upon the safeguards described above, the
Approving IPT Board believed that the Original Merger Agreement, the
amended IPT Bylaws and other ancillary agreements provided adequate
protection for IPT and its shareholders until the Original Merger were to
be consummated or if the Original Merger Agreement were to be terminated.

- Integration of Businesses. There can be no assurance that AIMCO can
successfully integrate the IPT or IFG businesses with its own business.
Failure to do so may have a material adverse effect on AIMCO's results of
operations and the market value of its securities. However, AIMCO has
integrated other acquired businesses in a manner which appears to have
benefitted AIMCO and its stockholders. See "Risk Factors."

- Interests of Trustees and Officers. Four former executive officers of IPT
have received or will receive cash payments and certain other benefits
from IPT in connection with the Original Merger Agreement (now the Merger
Agreement), and certain trustees became parties to consulting agreements
with AIMCO and will receive special treatment of restricted IPT Common
Shares held by them in the Original Merger (now the Merger). See
"-- Interests of Trustees and Management of IPT in the Merger."
Notwithstanding these interests, the Approving IPT Board determined that
the Original Merger (now the Merger) was in the best interests of IPT and
its shareholders.

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The foregoing discussion of the factors considered by the Approving IPT
Board is not intended to be exhaustive, but includes all material factors
considered by the Approving IPT Board. In light of the variety of factors
considered in connection with its evaluation of the Original Merger, the
Approving IPT Board did not find it practicable to, and therefore did not,
quantify or otherwise assign relative weights to the specific factors considered
in reaching its determination and did not try to reach a consensus as to the
appropriate analysis of each factor. In addition, different members of the
Approving IPT Board may have given different weights to different factors and
have analyzed each factor differently.

On December 7, 1998, at a special meeting, the IPT Board (with the AIMCO-
nominated Trustees abstaining) unanimously ratified and reaffirmed its previous
findings regarding the fairness of the merger, as contemplated by the Original
Merger Agreement, as modified by the Merger Agreement. At such meeting, the IPT
Board (with the AIMCO-nominated Trustees abstaining), unanimously deemed the
Merger advisable and in the best interest of IPT and directed that the Merger,
the Merger Agreement and the transactions contemplated by the Merger Agreement
be submitted to the IPT shareholders along with their recommendation.

AIMCO'S REASONS FOR THE MERGER

AIMCO believes the terms of the Merger are fair to the Minority Holders for
the reasons stated by the Approving IPT Board which AIMCO adopts. AIMCO notes
that as part of the analysis performed by the Approving IPT Board there were
factors which the Approving IPT Board considered that reflected risks associated
with AIMCO, its business and AIMCO's control of IPT. See "Risk Factors."
Although AIMCO can provide no assurance in the following regard, AIMCO believes
it will be able to mitigate the issues that concerned the Approving IPT Board.
AIMCO believes that the Merger negotiations were procedurally fair because they
were negotiated on an arm's length basis with (1) the Board of Directors of IFG,
as to the initial $13.25 per IPT Common Share price and (2) the Approving IPT
Board, as to the final terms of the Original Merger Agreement. AIMCO also
believes that the terms of the Merger are substantively fair because of the
reasons set forth in the description of the Lehman Opinion which AIMCO adopts.
AIMCO proposed the Merger at this time because (x) IFG negotiated an expedited
ninety day post-IFG Merger timetable as part of the negotiation of the IFG
Merger Agreement, (y) maintaining IPT as a publicly reporting subsidiary would
involve significant on-going administrative costs and (z) the existence of the
Minority Holders represents the ongoing potential for conflicts of interest
between AIMCO and IPT. AIMCO structured its acquisition of IPT as a merger under
Maryland law because (x) a merger was the structure provided for in the IFG
Merger Agreement and (y) a merger provides certainty in eliminating Minority
Holders who could attempt to hold-out in a tender offer or other voluntary
exchange. AIMCO believes that the IPT Board's decision not to establish a
special committee to negotiate the Original Merger Agreement is consistent with
AIMCO's view of the procedural fairness of the Merger because the IPT officers
and trustees who negotiated the Original Merger Agreement were not affiliated
with AIMCO.

AIMCO has not yet determined whether it will pay the merger consideration
in cash in lieu of stock. AIMCO's determination as to whether to pay the merger
consideration in cash will be based upon market conditions at the time of
election. Among the factors to be considered are AIMCO's best estimate of what

the market valuation of AIMCO Common

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Stock might be at the closing and the alternative uses for AIMCO's cash
(including, but not limited to, investments in new multifamily residential
properties and purchasing limited partnership interests in limited partnerships
that AIMCO manages or controls) and the availability and cost of financing.
AIMCO anticipates that any cash paid as consideration in the Merger will be
provided from cash on hand, cash generated from operations and sales of equity
securities or borrowings under existing credit facilities with financial
institution lenders. IPT will issue a press release at least 12-trading days
prior to the date of the Special Meeting, announcing whether AIMCO will pay the
merger consideration in cash in lieu of stock.

OPINION OF FINANCIAL ADVISOR TO THE IPT BOARD

Lehman Brothers has acted as financial adviser to the IPT Board in
connection with the Original Merger.

As part of its role as financial adviser to IPT, on October 1, 1998, Lehman
Brothers delivered an oral opinion (confirmed in writing in an opinion dated the
same date) (the "IPT Fairness Opinion") to the IPT Board to the effect that, as
of such date, from a financial point of view, the consideration to be received
in the Original Merger by the holders of IPT Common Shares (other than AIMCO,
IFG and their subsidiaries) is fair to such holders.

A copy of the IPT Fairness Opinion is included at the back of this
Information Statement/Prospectus as Annex B. IPT shareholders should read the
IPT Fairness Opinion in its entirety for a discussion of the assumptions made,
matters considered, potential conflicts of interest and limitations on the
review undertaken by Lehman Brothers in rendering its opinion. The summary of
the IPT Fairness Opinion set forth in this Information Statement/Prospectus is
qualified in its entirety by reference to the full text of the IPT Fairness
Opinion.

No limitations were imposed by IPT on the scope of Lehman Brothers'
investigation or the procedures to be followed by Lehman Brothers in rendering
the IPT Fairness Opinion, except that IPT did not authorize Lehman Brothers to
solicit, and Lehman Brothers did not solicit, proposals from third parties with
respect to the purchase of all or a part of IPT's business. Lehman Brothers was
not requested to and did not make any recommendation to the IPT Board as to the
form or amount of the consideration to be offered to the Minority Holders in the
Original Merger, which was determined through arm's-length negotiations. In
arriving at its opinion, Lehman Brothers did not ascribe a specific range of
value to IPT, but rather made its determination as to the fairness, from a
financial point of view, of the consideration to be offered to the Minority
Holders by AIMCO (the "IPT Consideration") on the basis of the financial and
comparative analysis described below. The IPT Fairness Opinion is for the use
and benefit of the IPT Board and was rendered to the IPT Board in connection
with its consideration of the Original Merger. The IPT Fairness Opinion is not
intended to be and does not constitute a recommendation of the IPT Consideration
to any shareholder of IPT. Lehman Brothers was not requested to opine as to, and
its opinion does not address, (1) IPT's underlying business decision to proceed
with or effect the Merger or (2) the fairness of the allocation of the
consideration between the consideration paid in the IFG Merger and the shares of
New Insignia common stock and the IPT Consideration.

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In arriving at its October 1, 1998 opinion, Lehman Brothers reviewed and
analyzed: (1) a draft dated September 29, 1998 of the Original Merger Agreement
and the proposed terms of the Merger, (2) publicly available information
concerning IPT and AIMCO that Lehman Brothers believed to be relevant to its
analysis, including, without limitation, the Joint Proxy Statement/Prospectus
relating to the IFG Merger, (3) financial and operating information with respect
to the business, operations and prospects of IPT and AIMCO furnished to it by
IPT and AIMCO, respectively, (4) a trading history of the shares of AIMCO Common
Stock from January 1, 1996 to the date of the IPT Fairness Opinion and a
comparison of that trading history with those of other companies that it deemed
relevant, (5) a comparison of the historical financial results and the financial
condition of IPT at such time with those of other companies that Lehman Brothers
deemed relevant, (6) a comparison of the historical financial results and the
financial condition of AIMCO at such time with those of other companies that
Lehman Brothers deemed relevant, (7) a comparison of the financial terms of the
Original Merger with the financial terms of certain other recent transactions
that Lehman Brothers deemed relevant and (8) liquidation values of IPT's
properties furnished to Lehman Brothers by IPT. In addition, Lehman Brothers had
discussions with the management of each of IPT and AIMCO concerning their
respective business, operations, assets, financial conditions and prospects and
undertook such other studies, analyses and investigations as Lehman Brothers
deemed appropriate.

In arriving at the IPT Fairness Opinion, Lehman Brothers assumed and relied
upon the accuracy and completeness of the financial and other information used
by it without assuming any responsibility for independent verification of such
information and further relied upon the assurances of the management of each of
IPT and AIMCO that they were not aware of any facts or circumstances that would
make such information inaccurate or misleading, in any material respect. With
respect to the financial projections of IPT and AIMCO, upon advice of IPT and
AIMCO, Lehman Brothers assumed that such projections were reasonably prepared on
a basis reflecting the best currently available estimates and judgments of the
managements of IPT and AIMCO, as the case may be, as to the future financial
performance of IPT and AIMCO, and that IPT and AIMCO will perform substantially
in accordance with such projections. In arriving at its opinion, Lehman Brothers
did not conduct a physical inspection of the properties and facilities of IPT or
AIMCO and did not make or obtain any evaluations or appraisals of the assets or
liabilities of IPT or AIMCO. The IPT Fairness Opinion necessarily is based upon
market, economic and other conditions as they existed on, and could be evaluated
as of, the date of the IPT Fairness Opinion.

The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant methods of financial and comparative analysis
and the application of those methods to the particular circumstances and,
therefore, such an opinion is not readily susceptible to summary description.
Furthermore, in arriving at the IPT Fairness Opinion, Lehman Brothers did not
attribute any particular weight to any analysis or factor considered by it, but
rather made qualitative judgments as to the significance and relevance of each
analysis and factor. Accordingly, Lehman Brothers believes that its analyses
must be considered as a whole and that considering any portion of its analyses
and factors, without considering all analyses and factors, could create a
misleading or incomplete view of the process underlying the IPT Fairness
Opinion. In its analyses, Lehman Brothers made numerous assumptions with respect
to industry performance, general business and

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economic conditions and other matters, many of which are beyond the control of
IPT. Any estimates contained in these analyses are not necessarily indicative of
actual values or predictive of future results or values, which may be
significantly more or less favorable than as set forth therein. In addition,
analyses relating to the value of businesses do not purport to be appraisals or
to reflect the prices at which businesses actually may be sold.

VALUATION OF IPT

Comparable Public Company Analysis

Lehman Brothers compared certain publicly available financial and operating
data and projected financial performance (based upon published research
analysts' estimates) of selected publicly traded REITs with similar financial
and operating data and projected financial performance to those of IPT (as
estimated by the management of IPT). The selected REITs reviewed in this
analysis (collectively, the "IPT Comparable Group") were AIMCO, Archstone
Communities, Avalon Bay Communities, Camden Property Trust, Equity Residential
Properties Trust ("Equity Residential"), Merry Land & Investment and United
Dominion Realty Trust. Lehman Brothers analyzed, among other things, the ratios
of equity market value per share to funds from operations ("FFO") per share.
Lehman Brothers then compared the results of its analyses for the IPT Comparable
Group to the corresponding results for IPT. Lehman Brothers calculations
resulted in a range of equity market values per share to projected 1999 FFO per
share for the IPT Comparable Group of 8.1x to 10.4x, with a mean of 9.5x, as
compared to IPT at 11.6x (based upon an assumed IPT value of $13.25 per IPT
Common Share).

Because of the inherent differences between the businesses, operations and
prospects of IPT and the businesses, operations and prospects of the companies
included in the IPT Comparable Group, Lehman Brothers believed that it was
inappropriate to, and therefore did not, rely solely on the quantitative results
of the analysis, and accordingly also made qualitative judgments concerning
differences between the financial and operating characteristics of IPT and the
companies in the IPT Comparable Group that would affect the public trading
values of IPT and such comparable companies.

Comparable Transaction Analysis

Lehman Brothers reviewed certain information regarding nine selected
pending or completed business combinations involving REITs owning primarily
apartment properties since 1994. Lehman Brothers reviewed the prices paid in
these transactions in terms of the equity value per share as a multiple of
projected 1999 FFO per share (based upon published research analysts' estimates)
and compared the multiples to the multiples of the financial results for IPT
implied by the IPT Consideration (assumed to be $13.25 per IPT Common Share)
payable pursuant to the Original Merger Agreement. The nine completed business
combinations reviewed in this analysis (collectively, the "IPT Transaction
Comparables") were the acquisition of Security Capital Atlantic by Security
Capital Pacific; the acquisition of Evans Withycombe by Equity Residential; the
acquisition of Wellsford Residential by Equity Residential; the acquisition of
Columbus Realty Trust by Post Properties; the acquisition of Paragon Group by
Camden Property Trust; the acquisition of South West Property Trust by United
Dominion Realty Trust; the acquisition of REIT of California by BRE Properties;
the acquisition of Holly Residential by Wellsford Residential; and the pending
acquisition of Merry Land & Investment by Equity Residential. Lehman Brothers
analyzed multiples of projected 1999 FFO, derived

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from Lehman Brothers' analysis of multiples of equity value per share to FFO per
share for the IPT Transaction Comparables, and applied such multiples to the
projected 1999 FFO of IPT (as projected by management of IPT). Lehman Brothers
calculations resulted in a range of equity market values per share to projected
1999 FFO per share of 9.6x to 14.0x, with a mean of 11.9x, which implies a range
of equity values of IPT of $10.94 to $15.96 per IPT Common Share.

Because the market conditions, rationale and circumstances surrounding each
of the transactions analyzed were specific to each transaction and because of
the inherent differences between the businesses, operations and prospects of IPT
and the acquired businesses analyzed, Lehman Brothers believed that it was
inappropriate to, and therefore did not, rely solely on the quantitative results
of the analysis, and accordingly, also made qualitative judgments concerning
differences between the characteristics of these transactions and the Original
Merger that would affect the acquisition values of IPT and such acquired
companies.

Net Asset Value Analysis

Lehman Brothers calculated the net asset value of IPT's proportionate
interest in the real estate assets owned by IPT, adjusted for total debt
outstanding, to arrive at a range of equity values per IPT Common Share. The
analysis of IPT utilized projections provided by management of IPT. Lehman
Brothers calculated values of IPT's assets based on a range of capitalization
rates of 9.45% to 10.45% applied to projected 1998 net operating income for
IPT's real estate assets, plus an adjustment for the estimated value of
non-income producing property. This analysis indicated a range of imputed equity
values (defined as aggregate value minus debt) of IPT of $12.09 to $13.74 per
IPT Common Share.

VALUATION OF AIMCO

Comparable Public Company Analysis

Lehman Brothers compared certain publicly available financial and operating
data and projected financial performance (reflecting research analysts'
estimates) of selected publicly traded REITs with similar financial and
operating data and projected financial performance to those of AIMCO (as
estimated by the management of AIMCO). The selected REITs reviewed in this
analysis (collectively, the "AIMCO Comparable Group") were Archstone
Communities, Avalon Bay Communities, Camden Property Trust, Equity Residential,
Merry Land & Investment, and United Dominion Realty Trust. Lehman Brothers
analyzed, among other things, the ratios of equity market value per share to FFO
per share, as well as operating and financial performance data and the capital
structures of the AIMCO Comparable Group. Lehman Brothers then compared the
results of its analyses for the AIMCO Comparable Group to the corresponding
results for AIMCO. Lehman Brothers calculations resulted in the following
relevant ranges for the AIMCO Comparable Group and for AIMCO as of September 29,
1998: a range of equity market value per share to projected 1999 FFO per share
of 8.1x to 10.4x, with a mean of 9.1x (as compared to AIMCO at 9.4x); a range of
dividend yield of 5.4% to 8.7%, with a mean of 7.1% (as compared to AIMCO at
6.3%); a range of annualized dividends per share as a percentage of 1998
projected FFO per share of 60.0% to 69.6%, with a mean of 65.3% (as compared to
AIMCO at 56.8%); and a range of total debt as a percentage of total market
capitalization of 36.1% to 53.4%, with a mean of 42.7% (as compared to AIMCO at
40.8%).

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Because of the inherent differences between the businesses, operations and
prospects of AIMCO and the businesses, operations and prospects of the companies
included in the AIMCO Comparable Group, Lehman Brothers believed that it was
inappropriate to, and therefore did not, rely solely on the quantitative results
of the analysis, and accordingly also made qualitative judgments concerning
differences between the financial and operating characteristics of AIMCO and the
companies in the AIMCO Comparable Group that would affect the public trading
values of AIMCO and such comparable companies.

Discounted Cash Flow Analysis

Lehman Brothers performed a discounted cash flow analysis of AIMCO to
arrive at a discounted cash flow valuation of AIMCO. Lehman Brothers used
estimates of projected financial performance prepared by AIMCO's management for
the year 1998 through the year 2002 based on assumptions provided by AIMCO's
management. Utilizing these projections, Lehman Brothers calculated a range of
values based upon (a) the sum of the discounted net present value of the
projected stream of cash flow for AIMCO to the year 2002 and (b) the projected
terminal value of AIMCO at that year based upon a range of multiples of
projected FFO. Lehman Brothers selected, in its subjective judgment, discount
rates ranging from 15% to 17% and terminal multiples of FFO ranging from 9.0x to
11.0x. Using this methodology, the range of equity values of AIMCO was
calculated to be $33.09 to $39.97 per share of AIMCO Common Stock on a fully
diluted basis.

Net Asset Value Analysis

Lehman Brothers calculated the net asset value of the real estate assets
owned by AIMCO, as well as the value of the non-real estate franchise and
management businesses owned by AIMCO, and adjusted for total debt outstanding
and other liabilities to arrive at a range of equity values per share of AIMCO
Common Stock. The analysis of AIMCO performed by Lehman Brothers utilized
projections of AIMCO Common Stock provided by management. Lehman Brothers
calculated values of AIMCO's assets based on a range of capitalization rates of
8.75% to 9.25% applied to projected one-year-forward operating income for
AIMCO's real estate assets, a range of multiples of EBITDA of 8.0x to 12.0x
applied to 1998 projected EBITDA for AIMCO's management businesses, plus an
adjustment for the estimated value of non-income producing property. This
analysis indicated a range of imputed equity values (defined as aggregate value
minus debt) of AIMCO of $30.67 to $34.92 per share of AIMCO Common Stock on a
fully-diluted basis.

Stock Trading Analysis

Lehman Brothers considered various historical data concerning the trading
prices for AIMCO Common Stock for the period from September 25, 1997 to
September 25, 1998. At September 25, 1998, the closing price of a share of AIMCO
Common Stock was $37.25. Lehman Brothers calculated the average closing share
price of shares of AIMCO Common Stock for following time periods leading up to
and ending with September 25, 1998: one week ($36.50), one month ($35.19), three
months ($37.51), six months ($37.79), and one year ($36.96).

Fees and Potential Conflicts

Lehman Brothers is an internationally recognized investment banking firm
and, as part of its investment banking activities, is regularly engaged in the
evaluation of businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings,

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competitive bids, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes. The IPT
Board selected Lehman Brothers because of its expertise, reputation and
familiarity with IPT in particular and the real estate industry in general, and
because its investment banking professionals have substantial experience in
transactions similar to the Original Merger.

As compensation for its services in connection with the Original Merger,
IPT has paid Lehman Brothers a fee of $750,000. IPT has also agreed to reimburse
Lehman Brothers for up to $25,000 of its reasonable expenses (including, without
limitation, professional and legal fees and disbursements) incurred in
connection with its engagement, and to indemnify Lehman Brothers and certain
related persons against certain liabilities in connection with its engagement,
including certain liabilities under Federal securities laws.

Lehman Brothers is currently a lender under IPT's credit facility, New
Insignia's credit facility and AIMCO's unsecured term loan. Lehman Brothers also
was a lender under a $300 million credit facility with IFG, which was repaid at
the time of the IFG Merger with the proceeds of AIMCO's unsecured term loan
facility. At March 17, 1998 and October 1, 1998, the dates of opinions rendered
by Lehman Brothers to IFG and IPT, Lehman Brothers and an officer thereof owned
an aggregate of 510,000 IPT Common Shares. Lehman Brothers has also performed
various investment banking services for IPT, IFG, New Insignia and AIMCO in the
past, for which it has received customary fees. In the ordinary course of its
business, Lehman Brothers actively trades in the debt and equity securities of
IPT, New Insignia, and AIMCO for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in
these securities.

Copies of the IPT Fairness Opinion are available for inspection and copying
at the principal executive office of IPT during its regular business hours by
any interested IPT shareholder or such holder's representative who has been
designated in writing.

CERTAIN PROJECTED FINANCIAL INFORMATION AND FORWARD-LOOKING STATEMENTS

IPT and AIMCO do not, as a matter of course, make public forecasts or
projections as to future revenues, earnings or other income statement data, cash
flows or balance sheet and financial position information. However, in
connection with IFG's and AIMCO's review of a possible transaction between them,
IPT and AIMCO furnished one another with certain projections (the "Projections")
prepared by their respective managements and, therefore, the Projections are
included herein.

The Projections were not prepared with a view toward public disclosure or
compliance with published guidelines of the Securities and Exchange Commission
(the "SEC") or the American Institute of Certified Public Accountants regarding
forward-looking information or GAAP. None of IPT's independent auditors, AIMCO's
independent auditors or any other independent accountants, have compiled,
examined, or performed any procedures with respect to the prospective financial
information contained herein, nor have they expressed any opinion or given any
form of assurance on such information or its achievability, and assume no
responsibility for, and disclaim any association with, the prospective financial
information. Furthermore, the Projections necessarily make numerous assumptions,
some (but not all) of which are set forth below and many of which are beyond the
control of IPT or AIMCO, as the case may be, and may prove not to have been, or
may no longer be, accurate. Additionally, this information, except as otherwise

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indicated, does not reflect revised prospects for the businesses of IPT and
AIMCO, changes in general business and economic conditions, or any other
transaction or event that has occurred or that may occur and that was not
anticipated at the time such information was prepared. Accordingly, such
information is not necessarily indicative of current values or future
performance, which may be significantly more favorable or less favorable than as
set forth below, and should not be regarded as a representation that they will
be achieved.

IPT shareholders should understand that the following important factors, in
addition to those discussed elsewhere herein and in the documents which are
incorporated by reference into this Information Statement/Prospectus, could
affect the future results of IPT and AIMCO and could cause results to differ
materially from those expressed in such forward-looking statements and the
Projections: (i) the effect of economic conditions; (ii) outstanding
indebtedness and leverage of IPT and AIMCO; (iii) restrictions imposed by the
terms of indebtedness of IPT and AIMCO; (iv) changes in rental revenue which are
caused by changes in national and local economic conditions, the demographic
characteristics of IPT's and AIMCO's markets and other factors outside IPT's and
AIMCO's control; (v) the terms and results of tender offers made by IPT and
AIMCO; (vi) future capital requirements; (vii) the impact of competition in each
of IPT's and AIMCO's markets; (viii) the loss of key employees; (ix) the impact
of litigation; and (x) other factors that may be described from time to time in
filings of IPT and AIMCO with the SEC.

The Projections included herein that have been prepared by IPT (the "IPT
Projections") were based upon estimates of the market for multifamily housing
units and IPT's own performance through 2002, which IPT believed to be
reasonable at the time they were made. The IPT Projections do not, and were not
intended to, include the benefits of any strategic transaction. The estimates
which follow for 1998 were based upon actual results through August 31, 1998 and
management forecasts for the remainder of the year. In the IPT Projections, IPT
assumed that (1) rental revenues would increase at an estimated average rate of
3% per year; (2) operating expenses would increase at an estimated average rate
of 3% per year; (3) estimated monthly capital expenditures ("CapEx") would be
equal to the average between budgeted CapEx and actual CapEx incurred through
August 31, 1998; (4) estimated cash balances would earn interest at an estimated
rate of 4%; (5) estimated bank borrowings would bear interest at an estimated
rate of 8.2%; (6) the results of tender offers for limited partner interests in
the IPT Partnerships would add an estimated $5.3 million to FFO; (7) AMIT would
add an estimated $2.3 million to FFO; (8) general and administrative expenses
would be consistent with 1998 levels; and (9) the estimated aggregate cost of
tender offers made through 1999 would aggregate approximately $27.4 million.
Based upon the material assumptions set forth above and other matters, IPT
projected 1999 FFO to be $1.14 per IPT Common Share.

The Projections included herein that have been prepared by AIMCO (the
"AIMCO Projections") are based upon certain estimates and assumptions and
provide support for the statements made by representatives of AIMCO, following
the announcement of the IFG Merger, that the IFG Merger will result in an
increase in AIMCO's profitability by more than 14 cents per share and that the
IFG Merger creates a number of potential opportunities for AIMCO, including the
opportunity for AIMCO to offer to acquire limited partnership interests in IFG
affiliated partnerships that might increase AIMCO's profitability by up to 90
cents per share. The statement concerning the 14 cents per share

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increase was based on a number of estimates and assumptions, including that (a)
AIMCO's operation of IFG's multifamily apartment business will result in
revenues and expenses consistent with the historical operation of such business
and (b) the IFG Merger will result in cost savings of $7.2 million due to
elimination of duplicative corporate overhead. The statement concerning the 90
cents per share increase was also based on a number of estimates and
assumptions, including that (i) properties owned by the affiliated partnerships
are encumbered by mortgage debt equal to 50% to 55% of such property's value (on
average), (ii) AIMCO will make a tender offer for up to all of the units in each
of the limited partnerships which own the properties, (iii) such tender offers
will result in tenders of all such limited partnership units and all such units
will be accepted for purchase by AIMCO, (iv) AIMCO will pay one half of the
purchase price for such units in AIMCO Common Stock (or OP Units redeemable for
such stock) valued at $40.00 per share (on average) and one half obtained from
borrowing at an annual interest rate of 7.5% and (v) AIMCO will achieve a 9.75%
capitalization rate on free cash flow generated by the partnerships.

AIMCO has not made any final determination as to which of the partnerships,
if any, it intends to make tender offers to purchase partnership units or the
prices at which it will make any such tender offers. AIMCO currently anticipates
that it will evaluate the possibility of tendering on any partnership which
represents a profitable investment for AIMCO. AIMCO does not anticipate that all
tenders will result in a 100% acceptance rate.

In connection with the IFG Merger, AIMCO estimated the value of each
property owned by IFG affiliated partnerships and thus determined an estimate of
AIMCO's cost for general partnership units and any limited partnership units
held by AIMCO in each partnership owning such properties. AIMCO's statement
concerning its estimate of its increased profitability was based on an assumed
tender offer price per limited partnership unit generally comparable to AIMCO's
estimate of AIMCO's cost per general partnership unit and any cost per limited
partnership unit.

At this time AIMCO is unable to predict how it will fund the purchase of
the partnership units, and funding such purchases will be made on a case-by-case
basis at the time of the tenders, although it is likely that funds will be
obtained from operations, equity issuances and short term borrowings. AIMCO's
experience in past tender offers was considered in its estimate of the source of
funding for the tender offers for the partnerships affiliated with AIMCO.

Although AIMCO believes the estimates, and the assumptions upon which such
estimates are based on, are reasonable, there can be no assurance that AIMCO
will be successful in tendering for or otherwise acquiring the interests in
these partnerships or that, even if such interests are acquired, they will be
accretive at the levels set forth above. As of the date of this Information
Statement/Prospectus, AIMCO has not updated such estimates and the assumptions
upon which such estimates are based. The estimate set forth above is necessarily
based on a number of estimates and assumptions that are inherently subject to
significant uncertainties and contingencies, many of which are completely beyond
the control of AIMCO. The inclusion of the estimate should not be construed as
any representation that the estimated results will in fact be realized.

Shareholders of IPT are cautioned not to place undue reliance or weight on
such estimate. The statement concerning AIMCO's potential profitability contains
information

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which is forward looking within the meaning of the Private Securities Litigation
Reform Act of 1995.

THE FOREGOING PROJECTIONS ARE NOT GUARANTEES OF PERFORMANCE. THEY INVOLVE
RISKS, UNCERTAINTIES AND ASSUMPTIONS. THE FUTURE RESULTS AND SHAREHOLDER VALUE
OF IPT AND AIMCO MAY MATERIALLY DIFFER FROM THOSE EXPRESSED IN THE PROJECTIONS.
MANY OF THE FACTORS THAT WILL DETERMINE THESE RESULTS AND VALUES ARE BEYOND THE
ABILITY OF IPT OR AIMCO TO CONTROL OR PREDICT. SHAREHOLDERS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THE PROJECTIONS. THERE CAN BE NO ASSURANCE THAT THE
PROJECTIONS WILL BE REALIZED OR THAT THE FUTURE FINANCIAL RESULTS OF IPT OR
AIMCO WILL NOT MATERIALLY ADVERSELY VARY FROM THE PROJECTIONS. NEITHER IPT NOR
AIMCO INTENDS TO UPDATE OR REVISE THE PROJECTIONS.

INTERESTS OF TRUSTEES AND MANAGEMENT OF IPT IN THE MERGER

Certain current and former members of the IPT Board and executive officers
of IPT have interests in the transactions contemplated under the Merger
Agreement that may present them with potential conflicts of interest. The
Approving IPT Board was aware of these potential conflicts at the time of its
consideration of the Original Merger. See "Risk Factors -- Interest of Trustees
and Management of IPT."

Since the execution of the Original Merger Agreement on October 2, 1998,
IPT has accepted the resignations of Ronald Uretta and Ronald J. Consiglio from
the IPT Board and increased the size of the IPT Board to eleven persons. The
AIMCO-nominated Trustees were elected as a trustees of IPT. In addition, IPT
caused the officer candidates designated by AIMCO to be appointed to their
respective positions. IPT also established a committee of the IPT Board,
consisting solely of certain AIMCO-nominated Trustees (the "AIMCO Committee"),
authorized and empowered to act to the extent set forth in the IPT Bylaws, and
recognized that the Continuing Trustees are authorized and empowered to act to
the extent set forth in the IPT Bylaws. Furthermore, IPT established an
executive committee of the IPT Board (the "Executive Committee") consisting
solely of four AIMCO-nominated Trustees (Terry Considine, Peter K. Kompaniez,
Patrick J. Foye and Thomas W. Toomey) to act to the extent set forth in the IPT
Bylaws. All of these appointments were contemplated by the Original Merger
Agreement.

Six of AIMCO's executive officers have become members of the IPT Board and
executive officers of IPT. While such individuals owe duties to IPT and its
shareholders, they also owe the same duties to AIMCO and its stockholders. Thus,
conflicts of interests could develop.

In connection with the IFG Merger and the Original Merger certain trustees
and officers of IPT entered into arrangements with AIMCO, received shares of
stock of AIMCO and received certain employee benefits. See "Risk
Factors -- Interest of Trustees and Management of IPT."

AIMCO'S RELATIONSHIP WITH IPLP

Substantially all of IPT's assets are held through IPLP, IPT's operating
subsidiary. IPLP has two partners: IPT, which is the sole general partner and
owns approximately 70% of the IPLP OP Units and the AIMCO Operating Partnership
(following the IFG Merger), which is designated as the special limited partner
and owns approximately 30% of the outstanding IPLP OP Units. See "Description of
IPT -- The IPLP Partnership Agreement."

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On December 7, 1998, the AIMCO Operating Partnership and IPLP entered into
an Amended and Restated Assignment and Assumption Agreement (effective as of
October 1, 1998)(the "IPLP Assignment Agreement"). Pursuant to the IPLP
Assignment Agreement, IPLP transferred the economic rights to a substantial
portion of its assets (the "Assets") to the AIMCO Operating Partnership and the
AIMCO Operating Partnership assumed all of the obligations of IPLP related to
the Assets in exchange for approximately 10.2 million OP Units (the "IPLP
Exchange"). As required by the IPT Bylaws, the AIMCO-nominated Trustees approved
the transfer as in the best interests of the partners of IPLP because such
transfer was required by the IFG Merger Agreement and completed to avoid
potential adverse tax consequences to AIMCO. Immediately following the IPLP
Exchange, the sole assets owned by IPLP consisted of (i) a 100% ownership
interest in Cooper River Properties, LLC (which in turn owns limited partner
units in a number of publicly-traded limited partnerships), (ii) cash, (iii)
IPLP's rights under that certain Credit Agreement among IPLP, Lehman Syndicated
Loan Funding Trust, as syndication agent, First Union National Bank, as
administrative agent, and the lenders from time to time parties thereto (the
"IPLP Credit Agreement"), (iv) approximately 10.2 million OP Units and (v) all
residual rights under the assets that were not transferred in the IPLP Exchange.

IPT is required by the partnership agreement of IPLP to cause AIMCO (as
successor to IFG) to be retained to provide (1) property management services
with respect to virtually all properties controlled (directly or indirectly) by
IPT and (2) partnership administration services to certain of the partnerships
controlled by IPT. IPT also has engaged AIMCO to provide certain real estate and
real estate securities acquisition and disposition services to IPT and IPLP.

On October 16, 1998, IPLP provided approximately $17.1 million to the
subsidiary limited partnerships of the AIMCO Operating Partnership to acquire
seven multifamily residential properties from an unaffiliated third party. In
consideration for such amount, the AIMCO Operating Partnership assigned all of
the economic rights to its limited partnership interests in such subsidiaries to
IPLP for an amount equal to the cost of such residential properties.

CERTAIN EFFECTS OF THE MERGER; PLANS FOR IPT AFTER THE MERGER

At the Effective Time, the IPT Declaration, as in effect immediately prior
to the Effective Time, shall be the declaration of trust of the surviving entity
until thereafter amended as provided by law and the IPT Declaration, (ii) the
by-laws of IPT as in effect immediately prior to the Effective Time, shall be
the by-laws of the surviving entity until thereafter amended as provided by law,
the IPT Declaration and such by-laws and (iii) the directors and officers of
Merger Sub immediately prior to the Effective Time shall be the initial
directors and officers, respectively, of the surviving entity.

Following the completion of the Merger, AIMCO will be the sole beneficiary
of any future earnings and growth of IPT's businesses and will have the ability
to benefit from any divestiture of IPT's businesses or assets in the future. At
the time of the Merger, the Minority Holders will cease to have any ownership
interests in, or rights as shareholders of, IPT. Following the Merger, assuming
AIMCO consummates the Merger using shares of AIMCO Common Stock as the merger
consideration, former IPT shareholders will, through their holding of shares of
AIMCO Common Stock, benefit from any increase in

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the value of AIMCO or any payment of dividends on the AIMCO Common Stock and
will bear the risk of any decrease in the value of AIMCO.

As a result of the Merger, there will be no public market for the IPT
Common Shares. On the closing date, IPT Common Shares will cease to be quoted on
the American Stock Exchange, and price quotations with respect to sales of IPT
Common Shares in the public market will no longer be available. In addition,
registration of the IPT Common Shares under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), will be terminated. This termination will make
certain provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b) and the requirement under the proxy rules of
Regulation 14A of furnishing a proxy or information statement in connection with
shareholders meetings, no longer applicable to IPT. After termination of its
registration, IPT will no longer be required to file periodic reports with the
SEC.

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a summary of the material Federal income tax consequences
of the Merger to holders of IPT Common Shares. This summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), regulations promulgated
by the U.S. Treasury Department (the "Treasury Regulations"), administrative
rulings and pronouncements, and judicial decisions all as of the date hereof and
all of which are subject to change (possibly with retroactive effect). This
summary assumes that IPT shareholders hold their IPT Common Shares as capital
assets within the meaning of Section 1221 of the Code (generally, property held
for investment). This summary does not address all aspects of Federal taxation
that may be relevant to particular holders of IPT Common Shares in light of
their personal investment circumstances or to holders of IPT Common Shares
subject to special treatment under the Code (including financial institutions,
tax-exempt organizations, insurance companies, broker-dealers, regulated
investment companies, holders who received IPT Common Shares through the
exercise of employee stock options or otherwise as compensation, foreign
corporations, persons who are not citizens or residents of the United States and
persons holding IPT Common Shares as part of a "straddle," "hedge," "conversion
transaction," "synthetic security" or other integrated investment) who may be
subject to tax rules that differ significantly from those described below. This
summary also does not discuss any foreign, state or local tax consequences of
the Merger. HOLDERS OF IPT COMMON SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS
WITH RESPECT TO THEIR PARTICULAR TAX CONSEQUENCES OF THE MERGER, INCLUDING THE
APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND OF CHANGES IN
APPLICABLE TAX LAWS.

IPT has received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel to AIMCO, to the effect that, for Federal income tax purposes, unless
AIMCO elects to pay the merger consideration in cash, the Merger will constitute
a "reorganization" within the meaning of section 368(a) of the Code and that
each of AIMCO and IPT will be a "party to the reorganization" within the meaning
of section 368(b) of the Code. The opinion of Skadden, Arps, Slate, Meagher &
Flom LLP is based upon certain assumptions and conditioned upon representations
and covenants made by AIMCO and IPT (which representations and covenants will be
reconfirmed prior to the closing of the Merger). An opinion of counsel is not
binding on the IRS or the courts, and no assurance can be given that the IRS
will not challenge the tax treatment of the Merger.

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Provided the Merger qualifies as a reorganization within the meaning of
section 368(a) of the Code: (i) no gain or loss will be recognized by IPT
shareholders on the receipt of shares of AIMCO Common Stock in the Merger; (ii)
the holding period of the AIMCO Common Stock received by IPT shareholders in the
Merger will include the holding period of the IPT Common Shares surrendered in
exchange therefor, provided such IPT Common Shares were held as a capital asset
at the consummation of the Merger; and (iii) the tax basis of the shares of
AIMCO Common Stock received by IPT shareholders in the Merger will be the same
as the tax basis of the IPT Common Shares exchanged therefor, increased by any
gain recognized and reduced by any cash received in the Merger.

Cash received with respect to a fractional share of AIMCO Common Stock will
be treated as if such fractional share was actually received and then sold for
cash and in general, gain or loss will be recognized, measured by the difference
between the amount of cash received for such fractional share and the basis of
the IPT Common Shares allocable to such fractional share. In general, such gain
or loss will constitute capital gain or loss if the IPT Common Shares were held
as capital assets at the closing.

AIMCO Cash Election

If AIMCO elects to pay the merger consideration in cash, the Merger will
not qualify as a reorganization and each IPT shareholder will recognize taxable
gain or loss in an amount by which the cash received exceeds or is less than
such shareholder's adjusted tax basis in its IPT Common Shares.

IPT Distributions

IPT distributions made prior to the consummation of the Merger will be
subject to tax as ordinary income to the extent of IPT's earnings and profits
(unless and to the extent designated by IPT as capital gain income) and will not
be eligible for the dividends received deduction ordinarily available to
corporations. To the extent such distributions are in excess of IPT's earnings
and profits, they will not be taxable to a holder of IPT Common Shares, but
rather will reduce such holder's adjusted tax basis in his or her shares. To the
extent such distributions exceed the adjusted tax basis in a holder's shares,
they will be included in such holder's taxable income as long-term capital gain
(or short term capital gain if the shares have been held for one year or less).
The Merger Agreement provides that IPT may pay extraordinary distributions prior
to the consummation of the Merger to the extent necessary for IPT to qualify as
a REIT.

Maximum Tax Rates

The maximum individual Federal income tax rate (which applies to ordinary
income and gains from the sale or exchange of capital assets held for one year
or less) is 39.6%. The maximum individual Federal income tax rate on gains from
the sale of capital assets held for more than one year is 20%. The maximum
corporate Federal income tax rate (which applies to ordinary income and capital
gains) is 35%.

ACCOUNTING TREATMENT

The Merger will be accounted for by AIMCO under the "purchase" method of
accounting, in accordance with GAAP. After the Merger, the results of operations
of IPT will be included in the consolidated financial statements of AIMCO. The
purchase price

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will be allocated based on the fair values of the assets acquired and
liabilities assumed, at the time and date that the Merger becomes effective
pursuant to the Corporations and Associations Article of the Annotated Code of
Maryland (the "Effective Time"). Such allocations will be made based upon
valuations and other studies that have not yet been finalized. Inasmuch as IPT
will be merged into AIMCO, it is not practicable to state the effect of the
Merger on IPT's net book value and net earnings.

NO APPRAISAL RIGHTS

Under Maryland law, objecting shareholders of a Maryland real estate
investment trust that is party to a merger cannot demand fair value if their
shares are bound by the terms of the merger, and if the shares are listed on a
national securities exchange on the record date for determining shareholders
entitled to vote on the merger. Because the IPT Common Shares are listed on the
American Stock Exchange, the holders of IPT Common Shares will not have
objecting shareholders' rights to fair value in connection with the Merger.
Maryland Law does not provide IPT shareholders with additional rights in lieu of
appraisal rights other than remedies for breaches of duties.

REGULATORY MATTERS

Although clearance by HUD is not a condition to completion of the Merger
and may not be required under HUD regulations, AIMCO has applied for approval
from HUD to acquire a 10% or greater stock interest in IPT, whose subsidiaries
hold an ownership interest in certain apartment properties assisted or insured
by HUD. As of December 1, 1998, HUD had not taken any action on the application
relating to IPT. See "Risk Factors -- Risks Relating to the Merger if You
Receive Class A Common Stock of AIMCO in the Merger -- Risks Relating to
Regulation of Affordable Housing."

MARYLAND PROHIBITION OF BUSINESS COMBINATION TRANSACTIONS

Section 3-602 of the Maryland General Corporation law ("MGCL") prohibits
business combination transactions involving a Maryland corporation (which is
defined to include a Maryland real estate investment trust such as IPT) and an
"interested stockholder" (defined generally as any person, or affiliate or
associate (as defined in the MGCL) thereof, that directly or indirectly
beneficially owns 10% or more of the outstanding voting stock of the subject
corporation), for five years following the date such person became an interested
stockholder, unless special requirements are met or certain exceptions apply. An
exception applies if the business combination is exempted from the requirements
of Section 3-602 of the MGCL by a resolution adopted by such corporation's board
of directors prior to the date on which the interested stockholder became such.
The IPT Board, as constituted at such time, passed such a resolution on March
13, 1998, to exempt any business combination between IPT and AIMCO from Section
3-602 of the MGCL. Thus, the Merger is not prohibited by Section 3-602 of the
MGCL.

STOCK EXCHANGE LISTING

Application will be made to have the shares of AIMCO Common Stock, which
may be issued to IPT shareholders in connection with the Merger, approved for
listing on the NYSE.

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TRANSACTION COSTS

The following table sets forth an estimate of the expected out of pocket
costs of incurred in connection with the Merger. Each of IPT and AIMCO will pay
their respective costs out of available cash on hand.

<TABLE>
<CAPTION>
IPT AIMCO
---------- ----------
<S> <C> <C>
Investment banking fees and expenses........... $ 775,000 $ --
Legal fees and expenses........................ 400,000 750,000
Accounting fees and expenses................... 100,000 150,000
Printing....................................... 500,000 500,000
SEC and NYSE filing fees....................... -- 100,000
Miscellaneous.................................. 50,000 50,000
---------- ----------
$1,825,000 $1,550,000
========== ==========
</TABLE>

RESTRICTIONS ON RESALES BY AFFILIATES

The shares of AIMCO Common Stock issuable in the Merger will be freely
transferable, except that shares issued to any person who was a shareholder of
IPT who may be deemed to be an "affiliate" (as defined under the Securities Act,
of 1933, as amended (the "Securities Act"), and which generally includes,
without limitation, directors, certain executive officers and beneficial owners
of 10% or more of a class of capital stock) of IPT for purposes of Rule 145
under the Securities Act may be resold by them only in transactions permitted by
the resale provisions of Rule 145 or as otherwise permitted under the Securities
Act.

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THE MERGER AGREEMENT AND TERMS OF THE MERGER

The following is a brief summary of certain provisions of the Merger
Agreement. A copy of the Merger Agreement is included at the back of this
Information Statement/ Prospectus as Annex A. This summary does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement. We urge all shareholders to read the Merger Agreement in its entirety
for a complete description of the terms of the Merger.

THE MERGER

The Merger Agreement provides for the merger of Merger Sub into IPT, with
IPT surviving or (ii) IPT into AIMCO with AIMCO surviving, at AIMCO's option, in
accordance with the laws of the State of Maryland following the approval of the
Merger by the shareholders of IPT and the satisfaction or waiver of the other
conditions to the Merger. For purposes of disclosure in this Information
Statement/Prospectus, we will assume that the Merger will occur as described in
clause (i) above, with IPT being the surviving entity. If AIMCO, within the
limits described in the Merger Agreement, chooses to merge as described in
clause (ii) above, the Merger Agreement will be restructured in accordance with
the Merger Agreement.

CLOSING DATE; EFFECTIVE TIME

On the date on which the Merger is completed (the "Closing Date"), Merger
Sub and IPT will execute articles of merger and file them with the State
Department of Assessments and Taxation of Maryland pursuant to the Corporations
and Associations Article of the Annotated Code of Maryland ("MCAA"). The Merger
will become effective upon the acceptance of the articles of merger by the State
Department of Assessments and Taxation of Maryland (the "Effective Time").

CHARTER, BYLAWS AND DIRECTORS AND OFFICERS

At the Effective Time: (i) the IPT Declaration, as in effect immediately
prior to the Effective Time, will be the charter of the surviving entity until
thereafter amended as provided by law and the IPT Declaration; (ii) the bylaws
of Merger Sub, as in effect immediately prior to the Effective Time, will be the
bylaws of the surviving entity until thereafter amended as provided by law, the
IPT Declaration and such bylaws; and (iii) the directors and officers of Merger
Sub immediately prior to the Effective Time will be the initial directors and
officers of the surviving entity. The additional effects of the Merger will be
as provided in the applicable provisions of the MCAA.

THE CLOSING

The completion of the Merger (the "Closing") will take place on the
business day on which all of the conditions set forth in the Merger Agreement
are either fulfilled or waived (expected to be the date of the Special Meeting),
provided that all such conditions continue to be so satisfied or waived on such
day. If the conditions are not satisfied or waived on such day, the Closing will
be automatically extended until the first day on which all such conditions are
again so satisfied or waived, subject, however, to the provisions relating to
termination of the Merger Agreement described below. The Closing may take place
at such other time, date and place as AIMCO and IPT mutually agree.

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MANNER AND BASIS OF CONVERTING IPT COMMON SHARES

As of the Effective Time, by virtue of the Merger and without any action on
the part of any IPT shareholder, all issued and outstanding IPT Common Shares,
other than IPT Common Shares owned directly or indirectly by AIMCO or IPT (the
"Outstanding IPT Common Shares") and unvested restricted IPT Common Shares, will
be converted into and become the right to receive AIMCO Common Stock or, at
AIMCO's election, cash (the "Merger Consideration"). The amount of such
consideration will depend upon when the Effective Time occurs, whether AIMCO
elects to pay the Merger Consideration in cash and if the Merger Consideration
consists of AIMCO Common Stock, the AIMCO Exchange Value. If the Effective Time
is on or after March 1, 1999, the Merger Consideration will consist only of
shares of AIMCO Common Stock.

Regardless of when the Effective Time occurs, unless AIMCO elects to pay
the Merger Consideration in cash each Outstanding IPT Common Share will be
converted into and become the right to receive that number of shares of AIMCO
Common Stock equal to the Conversion Ratio (as defined below). The Conversion
Ratio is equal to $13.28 minus the Excess Distribution Amount (as defined below)
divided by the AIMCO Exchange Value (a NYSE trading price driven average).

"Cash Amount" means an amount equal to: (a) $13.25; plus (b)(i) if the
Effective Time occurs on or after January 1 and on or before January 31, 1999,
$.0018 multiplied by the number of days that have elapsed from and including
January 1, 1999 through and including the day immediately preceding the Special
Meeting or (ii) if the Special Meeting occurs on or after February 1 and on or
before February 28, 1999, $.0036 multiplied by the number of days that have
elapsed from and including January 1, 1999 through and including the day
immediately preceding the Special Meeting; and minus (c) the Excess Distribution
Amount.

"Excess Distribution Amount" means the aggregate per IPT Common Share
amount of any distributions that IPT makes on the IPT Common Shares necessary to
meet the distribution requirements applicable to REIT under the Code.

No fractional shares of AIMCO Common Stock will be issued in connection with
the Merger. Holders of IPT Common Share who otherwise would receive fractional
shares instead will receive cash through the procedure described below. Promptly
following the Effective Time a paying agent selected by AIMCO (the "Paying
Agent"), will determine the excess of the number of full IPT Common Shares into
which the aggregate outstanding IPT Common Shares would be converted if all such
shares were held by one holder, over the number of full IPT Common Shares to be
distributed to all holders of IPT Common Shares (the "Excess Shares"). Promptly
following the Effective Time, the Paying Agent, as agent for the holders of IPT
Common Shares, will sell the Excess Shares at the then prevailing prices on the
NYSE and will hold the proceeds in trust for the holders of IPT Common Shares.
AIMCO will pay all commissions, transfer taxes and other out-of-pocket costs
associated with this sale, including the expenses and compensation of the Paying
Agent.

The Paying Agent will distribute to each holder of IPT Common Shares his
proportionate share of the proceeds of the sale of Excess Shares, calculated as
the proportion which the fractional share interest of such holder bears to the
aggregate fractional share interests of all such holders.

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All Outstanding IPT Common Shares, when converted, will automatically be
canceled. Each holder of a certificate that, immediately prior to the Effective
Time, represented any such Outstanding IPT Common Share, when such Outstanding
IPT Common Share is converted, will cease to have any rights with respect
thereto, except the right to receive, upon the surrender of such certificate,
(i) the right to receive the merger consideration, (ii) if the Merger
Consideration consists of AIMCO Common Stock, any dividends or other
distributions on the AIMCO Common Stock with a record date on or after the
Effective Time and paid prior to the time such certificate is surrendered and
(iii) any dividends or other distributions on IPT Common Shares with a record
date prior to the Effective Time and a payment date prior to the time such
certificate is surrendered but which has not been paid prior to the time such
certificate is surrendered.

At the Effective Time, each unvested restricted IPT Common Share will be
assumed by AIMCO and converted into that number of restricted shares of AIMCO
Common Stock equal to $13.28 divided by the AIMCO Exchange Value and will
continue to be subject to substantially the same terms and conditions in effect
immediately prior to the Effective Time. AIMCO will cause such restricted shares
of AIMCO Common Stock to be covered by an effective registration statement, and
will use its reasonable best efforts to maintain the effectiveness of such
registration statement (and maintain the current status of the prospectus
contained in the registration statement) for so long as the restricted shares
remain outstanding.

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains certain representations and warranties by both
of the parties. Each of AIMCO, Merger Sub and IPT has made certain
representations and warranties to the other regarding, among other things, (a)
organization and qualifications; (b) capitalization; (c) authority to enter into
the Merger Agreement and to consummate the transactions contemplated by the
Merger Agreement; (d) compliance of the transactions contemplated by the Merger
Agreement with its charter or declaration of trust and bylaws; (e) tax matters;
(f) brokers fees; and (g) absence of inducement in entering into the Merger
Agreement by any representations, warranties or statements not set forth or
referred to in the Merger Agreement.

The Merger Agreement also contains representations by each party,
individually. AIMCO and Merger Sub have made certain representations and
warranties as to: (a) required filings and approvals; (b) the accuracy and
completeness of its filings with the SEC, as required under the Exchange Act;
(c) absence of conflicts with agreements, laws and constituent documents caused
by the Merger Agreement or the transactions contemplated by the Merger
Agreement; (d) the absence of certain material adverse changes or events; and
(e) the information provided for inclusion in this Information
Statement/Prospectus and the registration statement of which it is a part. IPT
has made certain representations and warranties regarding: (a) IPLP; (b) its
earnings and profits; (c) the shareholder vote required; (d) the AMIT Merger;
and (e) its receipt of the IPT Fairness Opinion.

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CERTAIN COVENANTS

IPT and IPLP Distributions

IPT agreed that it will not declare or pay distributions on the IPT Common
Shares except as set forth below; provided, however, if the Effective Time shall
not have occurred by June 1, 1999, IPT may thereafter, at the election of a
majority of the Continuing Trustees, declare and pay a distribution in an amount
in cash per IPT Common Share equal to the IPT Special Distribution Amount
(assuming that for purposes of determining the IPT Special Distribution Amount,
the Effective Time were the date prior to the record date for such distribution)
and regular quarterly distributions thereafter, each in an amount in cash per
IPT Common Share equal to the greater of (x) $0.16 or (y) the product of (i) the
quotient obtained by dividing $13.28 by the AIMCO Collar Price (as defined
below) multiplied by (ii) the per share amount of the most recent distribution
declared as of the date of such determination, by the AIMCO Board in respect of
the AIMCO Common Stock (other than a Special AIMCO Distribution).

"IPT Special Distribution Amount" means an amount (rounded up to the next
whole cent) is equal to (a) $0.16, plus (b) either (i) if the Special Meeting
occurs on or before February 28, 1999, $0.001758 multiplied the number of days
between December 24, 1998 (inclusive) and the day immediately proceeding the
Special Meeting (inclusive), or (ii) if the Special Meeting occurs on or after
March 1, 1998, $0.117786 plus the product obtained when (A) the number of days
between March 1, 1998 (inclusive) and the day immediately preceding the Special
Meeting (inclusive), is multiplied by (B) the greater of (x) $0.001758 or (y)
the quotient of (i) the product obtained when (I) the quotient obtained by
dividing $13.28 by the AIMCO Collar Price is multiplied by (II) the per share
amount of the most recent distribution declared, as of the date of such
determination, by the AIMCO Board, in respect of the AIMCO Common Stock (other
than a Special AIMCO Distribution), divided by (ii) 91.

The "AIMCO Collar Price" means the average price of a share of AIMCO Common
Stock during the 10-NYSE trading day period ending on (and including) December
31, 1998.

On a date prior to the Special Meeting, IPT shall declare a special cash
distribution with a record date on the date immediately preceding the date of
the Special Meeting in an amount in cash equal to the IPT Special Distribution.
Before the Closing Date, IPT shall set aside the monies necessary to pay the
distribution and such distributions shall be paid fifteen calendar days after
such record date.

IPT also agreed that if the Effective Time has not occurred on or before
February 28, 1999 and if at any time thereafter AIMCO declares any distribution
on a share of AIMCO Common Stock other than a regular quarterly distribution,
with a record date for such distribution prior to the Effective Time (a "Special
AIMCO Distribution"), IPT will promptly declare and pay a corresponding
distribution on each IPT Common Share with the same record date in an amount
equal to the amount of such Special AIMCO Distribution, multiplied by $13.28,
divided by the AIMCO Collar Price.

IPT also agreed that to the extent that IPT reasonably determines that the
distributions paid by IPT pursuant to the Merger Agreement are not sufficient
for IPT to meet the distribution requirements applicable to REITs for its
taxable year ended on the date on which the Effective Time occurs, IPT will,
prior to the date on which the

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Effective Time occurs, pay one or more special distributions in respect of the
IPT Common Shares in an aggregate amount equal to the Excess Distribution
Amount.

Finally, AIMCO agreed that it will cause IPT to timely declare and pay the
distributions IPT is required to make pursuant to the Merger Agreement.

Registration Statement, Information Statement/Prospectus and Schedule 13E-3

AIMCO and IPT agreed to prepare and file with the SEC a combined
information statement and prospectus to be distributed in connection with the
Merger and the transactions contemplated by the Merger Agreement and a
transaction statement on Schedule 13E-3. AIMCO also agreed to prepare and file
with the SEC a registration statement in connection with the issuance of AIMCO
Common Stock pursuant to the Merger, in which the information
statement/prospectus will be included as a prospectus. Each party will also take
action to cause the shares of AIMCO Common Stock covered by the registration
statement to be approved for listing on the NYSE as of the Effective Time. Each
party will also take action to cause the shares of AIMCO Common Stock issuable
in connection with the Merger to be registered or to obtain an exemption from
registration under applicable state "blue sky" or securities laws.

Shareholder Approval

The Merger Agreement required IPT to take all steps necessary to duly call
and hold a meeting of the IPT shareholders for the purpose of voting on the
Merger, the Merger Agreement and the transactions contemplated thereby as soon
as practicable after October 1, 1998. IPT further agreed that the IPT Board,
acting upon the recommendation of a majority of the Continuing Trustees, unless
otherwise required by its duties to IPT shareholders, will recommend to such
shareholders the approval of the Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement, and will cooperate and
consult with AIMCO with respect to each of the foregoing matters. IPT and the
Continuing Trustees may nonetheless take and disclose to IPT shareholders a
position contemplated by Rule 14e-2 promulgated under the Exchange Act if
required to do so by the Exchange Act, comply with Rule 14d-9, also promulgated
under the Exchange Act, and make all other disclosures required by applicable
law. The parties agreed that none of them will take any action or omit to take
any action which could reasonably be expected to result in a postponement or
adjournment of the IPT shareholders meeting, unless such party is advised by
counsel that such action or omission is required and in no event shall the
postponement or adjournment be in excess of ten NYSE trading days.

Vote of IPT Common Shares Owned by AIMCO

AIMCO agreed to vote all IPT Common Shares owned of record by it and its
subsidiaries, for approval of the Merger, the Merger Agreement and the
transactions contemplated thereby. AIMCO has executed a proxy in favor of
Messrs. Aston, Farkas and Garrison (the "Proxyholders") to vote all such IPT
Common Shares in favor of the Merger, the Merger Agreement and the transaction
contemplated thereby. AIMCO further agreed that, with some exceptions, through
the Effective Time it will not (i) sell, transfer or otherwise dispose of any
IPT Common Shares owned by it or permit any of its subsidiaries to sell,
transfer or dispose of any IPT Common Shares owned by it, (ii) cause or permit
IPT to issue additional IPT equity securities to any other person or take any

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<PAGE> 83

other action which could have the effect of reducing the proportion of IPT
Common Shares owned by AIMCO and its subsidiaries that are entitled to vote on
the Merger Agreement and the transactions contemplated thereby, or (iii) grant
any proxies with respect to such shares.

Public Announcements

AIMCO and IPT agreed in the Merger Agreement that, subject to their
respective disclosure obligations, each will cooperate with the other in the
development and distribution of all public announcements with respect to the
Merger Agreement or any of the transactions contemplated thereby and will not
issue any such public announcement or statement without the consent of the other
party. AIMCO and IPT each agreed not to unreasonably withhold such consent.

Expenses

Each party to the Merger agreed that all costs and expenses incurred in
connection with the Merger Agreement and the transactions contemplated thereby
will be paid by the party incurring such expenses.

Transfer Taxes

The parties to the Merger Agreement agreed to cooperate in the preparation,
execution and filing of all documents regarding the real property transfer or
gains, sales, use, transfer, value added, stock transfer and stamp taxes, any
transfer, recording, registration and other fees or similar taxes which become
payable in connection with the transactions contemplated by the Merger Agreement
that are required to be filed on or before the Closing Date.

IPT Trustees and Officers

IPT agreed to recognize that the Continuing Trustees of the IPT Board are
authorized and empowered to act to the extent set forth in the IPT Bylaws. The
AIMCO Committee and the Executive Committee will not be dissolved prior to the
earlier of the Closing Date or the termination of the Merger Agreement. The
powers of the Continuing Trustees may not be modified prior to the earlier of
the Effective Time or the termination of the Merger Agreement without the
consent of a majority of the Continuing Trustees.

If, after October 1, 1998 and prior to the Effective Time, any IPT
shareholder vote is taken for the election of a trustee to any position on the
IPT Board currently occupied by any of the Continuing Trustees or by any
successor duly elected under the Merger Agreement, AIMCO is required to vote its
IPT Common Shares for the reelection of each such Continuing Trustee or for the
election of such Continuing Trustee's successor designated by a majority of the
Continuing Trustees. If, after the date of the Merger Agreement and prior to the
Effective Time, any vacancy on the IPT Board arises with respect to a trustee
position occupied by a Continuing Trustee, AIMCO is required to cause the
AIMCO-nominated Trustees to vote to fill such vacancy by electing a person
nominated by a majority of the Continuing Trustees. Without the approval of a
majority of the Continuing Trustees, AIMCO will not, and will not permit any
AIMCO-nominated Trustee to, remove a Continuing Trustee as a trustee of the IPT
Board or amend IPT's

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<PAGE> 84

Declaration unless such amendment shall have been approved by a majority of the
Continuing Trustees.

After the date of the Merger Agreement and prior to the earlier of the
Effective Time or the termination of the Merger Agreement, without the prior
written consent of a majority of the Continuing Trustees, IPT may not terminate
(x) Ernst & Young LLP from serving as its independent auditor, (y) Lehman
Brothers from serving as its financial advisor with respect to the Merger, or
(z) Proskauer Rose LLP, Miles & Stockbridge P.C., Rogers & Wells or Akin, Gump,
Strauss, Hauer & Feld, L.L.P. from serving as its legal counsel with respect to
the Merger.

The parties agreed that Jeffrey P. Cohen will remain as Secretary of IPT,
and in such capacity will be invited and entitled to attend all meetings of the
IPT Board and each committee of the IPT Board. If Mr. Cohen ceases to serve as
Secretary of IPT for any reason, another individual nominated by a majority of
the Continuing Trustees will be appointed to such position and be invited and
entitled to attend such meetings.

Modification of Form of Transaction

The Merger Agreement provides that, upon the earlier to occur of (i)
December 31, 2000 or (ii) such time (if ever) as any law is adopted or issued
after October 1, 1998 which has the effect of prohibiting the Merger, or any
court of competent jurisdiction in the United States shall have prohibited the
Merger, IPT, acting through the Continuing Trustees, Merger Sub and AIMCO will
use their best efforts to restructure the form of the transaction to one which
has an improved chance of completion and can be accomplished without materially
changing either the consideration to be received by IPT shareholders or the tax
or other economic consequences of the transaction to AIMCO, Merger Sub and its
other subsidiaries.

Indemnification

AIMCO and Merger Sub, jointly and severally, agreed to indemnify each
person who was, is or may become a trustee, officer or employee of IPT, and
their respective successors, heirs and personal representatives (each, an
"Indemnitee") against all losses and expenses that result from the fact that he
is, was or is to be a trustee, officer or employee of IPT. However, no
Indemnitee will be entitled to be indemnified with respect to any loss found to
have been incurred by reason of such Indemnitee's wilful misconduct or with
respect to attorney's fees and expenses which are not reasonable. In the event
of such a finding, any funds for attorneys' fees billed at standard hourly rates
and expenses of such counsel advanced to such Indemnitee pursuant to the Merger
Agreement and which are not found to be within the provision of the previous
sentence shall be promptly returned by such Indemnitee to AIMCO or Merger Sub,
as applicable. The indemnification provisions will survive the consummation of
the Merger and termination of the Merger Agreement.

Insurance

AIMCO, Merger Sub and IPT agreed that after the date of the Merger
Agreement, and until the Effective Time, IPT will maintain, and AIMCO will use
its best efforts to cause IPT to maintain, directors', trustees' and officers'
liability insurance covering the existing and Continuing Trustees, directors and
officers of IPT and its subsidiaries which is

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<PAGE> 85

no less favorable than the insurance coverage which is in effect and covering
such trustees, directors and officers on October 1, 1998. AIMCO and Merger Sub
further agreed that following the Effective Time, the surviving entity will
maintain such insurance covering such persons.

Conduct of IPT's Business Pending the Effective Time

IPT and AIMCO agreed that from the date of the Merger Agreement until the
Effective Time: (i) IPT will use its best efforts to maintain its listing on the
American Stock Exchange; (ii) none of any entity controlled by IPT, other than
IPLP or any wholly-owned subsidiary of IPT or IPLP (a "Controlled IPT Entity"),
IPT or IPLP will loan money to AIMCO or any entity controlled by AIMCO (a
"Controlled AIMCO Entity"); (iii) neither IPT nor IPLP will reclassify any of
their respective equity securities or other interests or issue or authorize or
propose the issuance of any other securities or interests in respect of, in lieu
or, or in substitution for, their respective equity securities or other
interests; (iv) neither IPT nor AIMCO will cause the IPLP Partnership Agreement
to be amended, except with the prior consent of a majority of the Continuing
Trustees, provided that IPLP may admit Additional Limited Partners (as defined
in the IPLP Partnership Agreement) other than AIMCO or its affiliates to IPLP
without such consent; (v) during such time as AIMCO controls (as such term is
defined in the rules and regulations promulgated under Rule 12b-2 of the
Exchange Act) IPT, IPT will not, and AIMCO will cause IPT not to, make payments
to AIMCO or any of its subsidiaries under certain sections of the IPLP
Partnership Agreement arising from the termination of certain duties of AIMCO;
(vi) IPT will duly and timely file all reports and other documents required to
be filed pursuant to the Securities Act, the Exchange Act and the rules and
regulations set forth under those laws; (vii) IPT will follow the same general
policy as AIMCO in releasing and drafting its future press releases and, after
December 31, 1998, such releases will include the AIMCO Collar Price (if
determinable), the IPT Exchange Value (as defined in the Merger Agreement), and,
if applicable, the future date through which AIMCO may elect to pay cash; (viii)
AIMCO will not, nor will AIMCO permit Merger Sub or any of AIMCO's other
subsidiaries to, willfully take any action that would make the Merger impossible
to be consummated or would result in a material breach of any provision of the
Merger Agreement or in any of its material representations and warranties set
forth in the Merger Agreement being untrue on and as of the Closing Date,
provided, however, that AIMCO and its subsidiaries (other than IPT) may issue
securities, acquire securities or assets and otherwise act in the ordinary
course of their business; (ix) all transactions between IPT, IPLP or any
Controlled IPT Entity, on the one hand, and AIMCO or any Controlled AIMCO
Entity, on the other hand, will be on arms' length terms; (x) IPT will not
increase its annual general and administrative expenses in excess of an annual
increase based on the Consumer Price Index; and (xi) neither AIMCO nor any of
its affiliates (as defined in Rule 12b-2 of the Exchange Act), directly or
indirectly, will bid for, purchase or attempt to induce any person to bid for or
purchase AIMCO Common Stock except in compliance with Regulation M and, treating
the purchasing entity as the "issuer," Rule 10b-18 under the Exchange Act (a)
from the fifth business day prior to the first day of the period in which the
AIMCO Collar Price is determined until the last day of the period in which the
AIMCO Collar Price is determined or (b) from the fifth business day prior to the
first day of the AIMCO Reference Period (as defined below) until the last day of
the AIMCO Reference Period. AIMCO will report the volume, dates and prices of
such purchases to the Secretary of IPT weekly.

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<PAGE> 86

The "AIMCO Reference Period" means the ten consecutive NYSE-trading day
period ending on and including the NYSE trading day immediately preceding the
Special Meeting.

Messrs. Aston, Farkas, Garrison and Uretta have also agreed not to sell
AIMCO Common Stock from the fifth business day before the period in which the
AIMCO Collar Price is determined through the last day of the period, or from the
fifth business day before the AIMCO Reference Period through the last day of
that period.

CONDITIONS TO CONSUMMATION OF MERGER

The obligations of AIMCO, Merger Sub and IPT to consummate the Merger are
subject to the following conditions (the "Bi-Lateral Conditions"): (i) the
requisite approval of the Merger by the IPT shareholders shall be obtained prior
to the Closing Date; (ii) no temporary restraining order or preliminary or
permanent injunction or other order by any Federal or state court preventing
consummation of the Merger shall be in effect, (iii) the Merger and the other
transactions contemplated by the Merger shall not be prohibited under any
applicable federal or state law or regulation; (iv) if AIMCO Common Stock is to
be issued in the Merger, (a) the registration statement shall be effective under
the Securities Act at the Effective Time, and no stop order suspending such
effectiveness shall be in effect; and (b) all applicable time periods required
under the Exchange Act following the mailing of the information
statement/prospectus to IPT shareholders shall have elapsed.

In addition to the Bi-Lateral Conditions, the obligation of IPT to
consummate the Merger is subject to the following additional conditions, unless
waived by a majority of the Continuing Trustees: (i) as of the Closing Date, the
IPT Fairness Opinion shall not have been withdrawn; (ii) the representations and
warranties of AIMCO and Merger Sub contained in the Merger Agreement shall be
true and correct (a) on and as of October 1, 1998 or the date thereof as
applicable and (b) at and as of the Closing Date with the same effect as though
such representations and warranties had been made at and as of the Closing Date
(except for representations and warranties that expressly speak only as of a
specific date or time (other than October 1, 1998, or the date of the Merger
Agreement, as applicable) which need only be true and correct as of such date or
time), provided that this condition shall be satisfied if the aggregate losses,
costs, damages and expenses to IPT due to breaches of such representations and
warranties when aggregated with failures to comply with covenants by AIMCO or
Merger Sub and any material adverse affects on the business assets, condition,
results of operations, or prospects suffered by AIMCO, does not exceed $50
million; (iii) if AIMCO is to issue AIMCO Common Stock in the Merger, each of
AIMCO, Merger Sub and AIMCO's other subsidiaries will have performed certain
obligations; (iv) if AIMCO is to issue AIMCO Common Stock in the Merger, IPT
shall have received a certificate signed by the President of each of AIMCO and
Merger Sub, dated as of the Closing Date, evidencing compliance with certain
matters; (v) the receipt of certain legal opinions from AIMCO's counsel and (vi)
IPT will have declared and paid all distributions required by the Merger
Agreement to be declared and paid prior to the Effective Time and IPT will have
declared all distributions required by the Merger Agreement to be declared prior
to the Effective Time. In the event that AIMCO's counsel is unable to deliver
certain tax opinions with respect to the tax free nature of the Merger and
AIMCO's qualification as REIT for income tax purposes at the closing, the merger
consideration will consist only of cash.

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<PAGE> 87

In addition to the Bi-Lateral Conditions, the obligation of AIMCO to
consummate the Merger is subject to the following additional conditions, unless
waived by AIMCO: (i) the representations and warranties of IPT contained in the
Merger Agreement shall be true and correct on and as of October 1, 1998, or the
date of the Merger Agreement, as applicable, provided that this condition will
be satisfied if the aggregate loss, cost, damage or expense to AIMCO due to
breaches of such representations and warranties does not exceed $50 million; and
(ii) non-withdrawal of certain legal opinions of counsel to IPT.

TERMINATION OF THE MERGER AGREEMENT

The Merger Agreement may be terminated at any time prior to the Effective
Time, whether before or after receipt of the IPT shareholders' approval: (i) by
mutual written consent of a majority of the Continuing Trustees and the Boards
of Directors of AIMCO; or (ii) by AIMCO, by written notice to each of the
Continuing Trustees, if the Effective Time has not occurred by December 31,
2001; or (iii) by IPT, by written notice to AIMCO, if (a) the Effective Time has
not occurred by December 31, 2001; (b) a majority of the Continuing Trustees
determines in good faith that any proposal by or offer from any person relating
to any (1) acquisition of a substantial amount of assets of IPT or IPLP or any
of the outstanding IPT Common Shares or IPLP OP Units, (2) offer to purchase
outstanding IPT Common Shares or IPLP OP Units or (3) merger, consolidation,
business combination, sale of substantially all assets, recapitalization,
liquidation or similar transaction involving IPT or IPLP (an "Alternative
Proposal"), constitutes a proposal that is reasonably likely to be consummated
and would, if consummated, result in a transaction which is more favorable to
IPT shareholders, subject to certain limitations and conditions in the Merger
Agreement; or (iv) AIMCO or Merger Sub takes any action that constitutes an
anticipatory repudiation of the Merger Agreement and fails to cure such breach
within ten days from receipt of notice from a majority of the Continuing
Trustees.

In the event of termination of the Merger Agreement, except under certain
circumstances as provided under the Merger Agreement and the IPT Bylaws, there
shall be no liability on the part of either IPT, AIMCO or Merger Sub or their
respective officers, trustees or directors after a termination, except that this
limitation on liability does not apply with respect to any party whose breach of
any representation, warranty, covenant or agreement is reason for such
termination. In addition, in all events, certain provisions shall survive the
termination of the Merger Agreement for specified periods.

"UNWIND" IN THE EVENT OF A TERMINATION OF THE MERGER AGREEMENT

AIMCO, Merger Sub and IPT agreed that if the Merger Agreement is terminated
they will attempt to undo the effect of acquisitions by AIMCO and Controlled
AIMCO Entities of all assets and securities of IPT, IPLP or any wholly-owned
subsidiary of IPT or IPLP. They also agreed to transfer to IPLP the benefit of
any AIMCO purchases (from anyone other than IPT or IPLP or their wholly-owned
subsidiaries) of securities of Controlled IPT Entities.

To accomplish this "unwind," AIMCO and IPT have agreed that as soon as
practicable after a termination of the Merger Agreement, AIMCO will transfer to
IPT all of the Covered IPT Assets and Covered Third-Party Assets (as such terms
are defined below). In exchange, IPLP will deliver to AIMCO the IPT Unwind
Consideration and the Third-Party Unwind Consideration (as such terms are
defined below).

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The "Covered IPT Assets" that AIMCO and Controlled AIMCO Entities are
required to deliver to IPT are all securities and assets acquired by AIMCO or
any Controlled AIMCO Entity from any of IPT, IPLP or any wholly-owned subsidiary
of IPT or IPLP at any time prior to the date of the termination.

The "Covered Third-Party Assets" that AIMCO and Controlled AIMCO Entities
are required to deliver to IPT are all securities of any Controlled IPT Entity
acquired by any Controlled AIMCO Entity from any person other than IPT, IPLP or
a wholly-owned subsidiary of IPT or IPLP at any time prior to the date of the
termination.

"Covered IPT Assets" and "Covered Third-Party Assets" also include cash and
non-cash distributions received by any Controlled AIMCO Entity in respect of the
Covered IPT Asset or Covered Third-Party Asset. If a Controlled AIMCO Entity has
disposed of any of the Covered IPT Assets or Covered Third Party Assets, then
any consideration received by such Controlled AIMCO Entity will be substituted
for that Covered IPT Asset or Covered Third-Party Asset. In addition, "Covered
IPT Assets" and "Covered Third-Party Assets" includes a return on cash
distributions and cash consideration at an annual rate of 10%.

In exchange for the Covered IPT Assets, IPT will deliver to AIMCO the IPT
Unwind Consideration. "IPT Unwind Consideration" means any consideration
delivered to IPT, IPLP and any wholly-owned subsidiaries of IPT and IPLP, in
exchange for the Covered IPT Assets, together with cash and non-cash
distributions received in respect of the foregoing. If any item which would have
otherwise constituted IPT Unwind Consideration has been disposed of, the
consideration received will be substituted for that item as IPT Unwind
Consideration. In addition, the IPT Unwind Consideration includes a return on
cash distributions and cash consideration at a compounded rate of 10%.

In exchange for the Covered Third-Party Assets, IPT is required to deliver
to AIMCO the Third Party Unwind Consideration, payable either in IPT Common
Shares or IPLP OP Units, at AIMCO's option. The number of such securities are
calculated by dividing the Third-Party Unwind Consideration by the IPT
Termination Share Value (each as defined). "Third-Party Unwind Consideration"
means the aggregate fair value of the consideration originally paid by the
applicable Controlled AIMCO Entity in exchange for the Covered Third-Party
Assets, plus interest at a compounded annual rate of 10%, minus the aggregate
fair value of all cash and non-cash distributions received in respect of the
Covered Third-Party Assets, and minus interest on the amount of cash
distributions at a compounded annual rate of 10%. If any such consideration has
been disposed of, the consideration received in exchange, together with 10%
annual interest on any cash portion thereof on the same basis, will be
substituted for the consideration that was sold.

The "IPT Termination Share Value" will be equal to the IPT Exchange Value,
if the termination occurs before December 31, 1998. If the termination occurs
after December 31, 1998, the IPT Termination Share Value will be the IPT
Exchange Value if the 10-trading day average price of AIMCO Common Stock on the
NYSE stayed the same or decreased between December 31, 1998 and the date of the
termination of the Merger Agreement. However, if the 10-trading day average
price of a AIMCO Common Stock on the NYSE increased between December 31, 1998
and the date of the termination of the Merger Agreement, the IPT Termination
Share Value will increase by multiplying $13.28 by the ratio of the AIMCO Common
Stock price at the termination date to its price on December 31, 1998 (in each
case using the average sales price for the 10-trading days preceding the date of
the determination).

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AMENDMENT AND WAIVER

Pursuant to the Merger Agreement, the Merger Agreement may be amended, at
any time before or after the IPT shareholders' approval of the Merger at a
special meeting has been obtained and prior to the Effective Time, only by a
written agreement signed by AIMCO and a majority of the Continuing Trustees, on
behalf of IPT. However, after the IPT shareholders' approval of the Merger at a
Special Meeting has been obtained, no amendment may, without approval of the IPT
shareholders, (a) alter or change the amount or type of the Merger Consideration
or any proceedings relating to the treatment of IPT Common Shares under the
Merger Agreement or (b) alter or change any of the other terms and conditions of
the Merger Agreement if such alterations or changes, individually or in the
aggregate, would adversely affect the rights of IPT shareholders.

Under the terms of the Merger Agreement, at any time prior to the Closing
Date, AIMCO or IPT may (a) extend the time for the performance of any of the
obligations or other acts of the other party, (b) waive any inaccuracies in the
representations and warranties of the other party contained in the Merger
Agreement or in any document delivered pursuant to the Merger Agreement and (c)
waive compliance with any of the agreements or conditions of the other party
contained in the Merger Agreement, to the extent permitted by applicable law.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF AIMCO

The following table sets forth selected historical financial and operating
information for AIMCO. The selected historical financial information for the
nine months ended September 30, 1998 and 1997 is based on unaudited financial
statements of AIMCO as included in AIMCO's Quarterly Report on Form 10-Q for the
nine months ended September 30, 1998, incorporated by reference in this
Information Statement/Prospectus. Results for the quarter ended September 30,
1998 are not necessarily indicative of the results to be expected for a full
year. The selected historical financial information for the years ended December
31, 1997, 1996 and 1995 is based on the audited financial statements of AIMCO
incorporated by reference in this Information Statement/Prospectus. The selected
historical financial information for the period January 10, 1994 (the date of
AIMCO's inception) through December 31, 1994 for AIMCO and for the period from
January 1, 1994 through July 28, 1994 and for the year ended December 31, 1993
for the predecessors to AIMCO (the "AIMCO Predecessors") is based on the audited
financial statements of AIMCO and the AIMCO Predecessors, respectively. The
following information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the historical financial statements of AIMCO and notes thereto incorporated by
reference in this Information Statement/Prospectus.

AIMCO
---------------------------------------------------
FOR THE NINE FOR THE PERIOD
MONTHS ENDED JANUARY 10, 1994
SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31, THROUGH
----------------------- -------------------------------- DECEMBER 31,
1998 1997 1997 1996 1995 1994
---------- ---------- ---------- -------- -------- ----------------
(RESTATED)(C)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND OTHER DATA)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income...................... $ 265,700 $ 127,083 $ 193,006 $100,516 $ 74,947 $ 24,894
Property operating expenses.................. (101,600) (50,737) (76,168) (38,400) (30,150) (10,330)
Owned property management expenses........... (7,746) (4,344) (6,620) (2,746) (2,276) (711)
Depreciation and amortization................ (59,792) (23,848) (37,741) (19,556) (15,038) (4,727)
---------- ---------- ---------- -------- -------- --------
96,562 48,154 72,477 39,814 27,483 9,126
---------- ---------- ---------- -------- -------- --------
SERVICE COMPANY BUSINESS:
Management fees and other income............. 13,968 9,173 13,937 8,367 8,132 3,217
Management and other expenses................ (8,101) (5,029) (9,910) (5,352) (4,953) (2,047)
Corporate overhead allocation................ (196) (441) (588) (590) (581) --
Owner and seller bonuses..................... -- -- -- -- -- --
Depreciation and amortization................ (3) (236) (1,401) (718) (596) (150)
---------- ---------- ---------- -------- -------- --------
Income from service company business......... 5,668 3,467 2,038 1,707 2,002 1,020
Minority interests in service company
business.................................... -- 48 (10) 10 (29) (14)
---------- ---------- ---------- -------- -------- --------
Company's shares of income from service
company business............................ 5,668 3,515 2,028 1,717 1,973 1,006
---------- ---------- ---------- -------- -------- --------
General and administrative expenses.......... (7,444) (1,408) (5,396) (1,512) (1,804) (977)
Interest income.............................. 18,244 4,458 8,676 523 658 123
Interest expense............................. (56,756) (33,359) (51,385) (24,802) (13,322) (1,576)
Minority interest in other partnerships...... (1,052) (777) 1,008 (111) -- --
Equity in losses of other partnerships(d).... (5,078) (463) (1,798) -- -- --
Equity in earnings (losses) of Unconsolidated
Subsidiaries(e)............................. 8,413 456 4,636 -- -- --
Amortization of goodwill..................... (5,071) (711) -- -- -- --
---------- ---------- ---------- -------- -------- --------

<CAPTION>
AIMCO PREDECESSOR(A)
-----------------------------
FOR THE PERIOD
JANUARY 1,
1994 FOR THE
THROUGH YEAR ENDED
JULY 28, DECEMBER 31,
1994(B) 1993
-------------- ------------
(RESTATED)(C)

<S> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income...................... $ 5,805 $ 8,056
Property operating expenses.................. (2,263) (3,200)
Owned property management expenses........... -- --
Depreciation and amortization................ (1,151) (1,702)
------- -------
2,391 3,154
------- -------
SERVICE COMPANY BUSINESS:
Management fees and other income............. 6,533 8,069
Management and other expenses................ (5,823) (6,414)
Corporate overhead allocation................ -- --
Owner and seller bonuses..................... (204) (468)
Depreciation and amortization................ (146) (204)
------- -------
Income from service company business......... 360 983
Minority interests in service company
business.................................... -- --
------- -------
Company's shares of income from service
company business............................ 360 983
------- -------
General and administrative expenses.......... -- --
Interest income.............................. -- --
Interest expense............................. (4,214) (3,510)
Minority interest in other partnerships...... -- --
Equity in losses of other partnerships(d).... -- --
Equity in earnings (losses) of Unconsolidated
Subsidiaries(e)............................. -- --
Amortization of goodwill..................... -- --
------- -------
</TABLE>

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<PAGE> 91

AIMCO
---------------------------------------------------
FOR THE NINE FOR THE PERIOD
MONTHS ENDED JANUARY 10, 1994
SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31, THROUGH
----------------------- -------------------------------- DECEMBER 31,
1998 1997 1997 1996 1995 1994
---------- ---------- ---------- -------- -------- ----------------
(RESTATED)(C)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND OTHER DATA)
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before gain on disposition of
property, extraordinary item, income taxes
and minority interest in AIMCO Operating
Partnership................................. 53,486 19,865 30,246 15,629 14,988 7,702
Gain on disposition of property.............. 2,783 (169) 2,720 44 -- --
Extraordinary (loss) gain - early
extinguishment of debt...................... -- (269) (269) -- -- --
Provisions for income taxes.................. -- -- -- -- -- --
---------- ---------- ---------- -------- -------- --------
Income (loss) before minority interest in
AIMCO Operating Partnership................. 56,269 19,427 32,697 15,673 14,988 7,702
Minority interest in AIMCO Operating
Partnership................................. (4,425) (2,612) (4,064) (2,689) (1,613) (559)
---------- ---------- ---------- -------- -------- --------
Net income (loss)............................ $ 51,844 $ 16,815 $ 28,633 $ 12,984 $ 13,375 $ 7,143
========== ========== ========== ======== ======== ========
BALANCE SHEET DATA (END OF PERIOD):
Real estate, before accumulated
depreciation................................ $2,685,487 $1,250,239 $1,657,207 $865,222 $477,162 $406,067
Real estate, net of accumulated
depreciation................................ 2,355,122 1,107,545 1,503,922 745,145 448,425 392,368
Total assets................................. 3,121,949 1,608,195 2,100,510 827,673 480,361 416,739
Total mortgages and notes payable............ 1,275,401 661,715 808,530 522,146 268,692 141,315
Mandatorily redeemable 1994 Cumulative
Convertible Senior Preferred Stock.......... -- -- -- -- -- 96,600
Stockholders' equity......................... 1,521,527 627,426 1,045,301 215,749 169,032 140,319
OTHER DATA:
Total owned properties (end of period)....... 241 109 147 94 56 48
Total owned apartment units (end of
period)..................................... 62,955 28,773 40,039 23,764 14,453 12,513
Equity Owned Units........................... 168,746 87,182 83,431 -- -- --
Units under management (end of period)....... 154,729 71,038 69,587 19,045 19,594 20,758
Basic earnings per common share.............. $ 0.80 $ 0.77 $ 1.09 $ 1.05 $ 0.86 $ 0.42
Diluted earnings per common share............ $ 0.79 $ 0.77 $ 1.08 $ 1.04 $ 0.86 $ 0.42
Distributions paid per common share.......... $ 1.6875 $ 1.3875 $ 1.85 $ 1.70 $ 1.66 $ 0.29
Cash flows provided by operating
activities.................................. 50,825 53,435 73,032 38,806 25,911 16,825
Cash flows used in investing activities...... (185,453) (314,814) (717,663) (88,144) (60,821) (186,481)
Cash flows provided by (used in) financing
activities.................................. 141,221 293,984 668,549 60,129 30,145 176,800
Funds from operations(f)..................... $ 132,881 $ 49,692 $ 81,155 $ 35,185 $ 25,285 $ 9,391
Weighted average number of common shares and
OP Units outstanding(g)..................... 53,007 24,347 29,119 14,994 11,461 10,920

<CAPTION>
AIMCO PREDECESSOR(A)
-----------------------------
FOR THE PERIOD
JANUARY 1,
1994 FOR THE
THROUGH YEAR ENDED
JULY 28, DECEMBER 31,
1994(B) 1993
-------------- ------------
(RESTATED)(C)
<S> <C> <C>
Income (loss) before gain on disposition of
property, extraordinary item, income taxes
and minority interest in AIMCO Operating
Partnership................................. (1,463) 627
Gain on disposition of property.............. -- --
Extraordinary (loss) gain - early
extinguishment of debt...................... -- --
Provisions for income taxes.................. (36) (336)
------- -------
Income (loss) before minority interest in
AIMCO Operating Partnership................. (1,499) 291
Minority interest in AIMCO Operating
Partnership................................. -- --
------- -------
Net income (loss)............................ $(1,499) $ 291
======= =======
BALANCE SHEET DATA (END OF PERIOD):
Real estate, before accumulated
depreciation................................ $47,500 $46,819
Real estate, net of accumulated
depreciation................................ 33,270 33,701
Total assets................................. 39,042 38,914
Total mortgages and notes payable............ 40,873 41,893
Mandatorily redeemable 1994 Cumulative
Convertible Senior Preferred Stock.......... -- --
Stockholders' equity......................... (9,345) (7,556)
OTHER DATA:
Total owned properties (end of period)....... 4 4
Total owned apartment units (end of
period)..................................... 1,711 1,711
Equity Owned Units........................... -- --
Units under management (end of period)....... 29,343 28,422
Basic earnings per common share.............. N/A N/A
Diluted earnings per common share............ N/A N/A
Distributions paid per common share.......... N/A N/A
Cash flows provided by operating
activities.................................. 2,678 2,203
Cash flows used in investing activities...... (924) (16,352)
Cash flows provided by (used in) financing
activities.................................. (1,032) 14,114
Funds from operations(f)..................... N/A N/A
Weighted average number of common shares and
OP Units outstanding(g)..................... N/A N/A
</TABLE>

- -------------------------

(a) On July 29, 1994, AIMCO completed its initial public offering of 9,075,000
shares of AIMCO Common Stock and issued 966,000 shares of convertible
preferred stock and 513,514 unregistered shares of AIMCO Common Stock. On
such date, AIMCO and the AIMCO Predecessors engaged in a business
combination and consummated a series of related transactions which enabled
AIMCO to continue and expand the property management and related businesses
of the AIMCO Predecessors. The 966,000 shares of convertible preferred
stock and 513,514 shares of AIMCO Common Stock were repurchased by AIMCO in
1995.

(b) Represents the period January 1, 1994 through July 28, 1994, the date of
the completion of the business combination with AIMCO.

(c) In the second quarter of 1996, AIMCO effected an internal reorganization.
As a result, the AIMCO Operating Partnership (i) owns all of the non-voting
preferred stock of the service company, Property Asset Management Services,
Inc. ("PAMS Inc."), representing a 95% economic interest, and (ii) owns the
1% general partnership interest in Property Asset Management Services, L.P.
("PAMS LP"). PAMS Inc. owns the 99% limited partnership

84
<PAGE> 92

interest in PAMS LP. Because the AIMCO Operating Partnership controls the
activity of the partnership, the results of operations for the service
company are consolidated. Prior to the reorganization, AIMCO reported the
service company business on the equity method. The restatement had no
impact on net income, but increased third party and affiliate management
and other income, management and other expenses, amortization of management
company goodwill and depreciation of non-real estate assets. AIMCO restated
the balance sheet as of December 31, 1995 and 1994, and the statements of
income and statements of cash flows for the year ended December 31, 1995
and the period from January 10, 1994 through December 31, 1994 to reflect
the change.

(d) Represents AIMCO's share of earnings from 83,431 units in which AIMCO
purchased an equity interest from the NHP Real Estate Companies (as
defined).

(e) Represents AIMCO's equity earnings in the Unconsolidated Subsidiaries.

(f) AIMCO's management believes that the presentation of FFO, when considered
with the financial data determined in accordance with GAAP, provides a
useful measure of AIMCO's performance. However, FFO does not represent cash
flow and is not necessarily indicative of cash flow or liquidity available
to AIMCO, nor should it be considered as an alternative to net income as an
indicator of operating performance. The Board of Governors of the National
Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net
income (loss), computed in accordance with GAAP, excluding gains and losses
from debt restructuring and sales of property, plus real estate related
depreciation and amortization (excluding amortization of financing costs),
and after adjustments for unconsolidated partnerships and joint ventures.
AIMCO calculates FFO consistent with the NAREIT definition, adjusted for
minority interest in the AIMCO Operating Partnership, plus amortization of
management company goodwill, the non-cash deferred portion of the income
tax provision for unconsolidated subsidiaries, and less the payments of
dividends on preferred stock. AIMCO's management believes that presentation
of FFO provides investors with industry-accepted measurements which help
facilitate an understanding of AIMCO's ability to make required dividend
payments, capital expenditures and principal payments on its debt. There
can be no assurance that AIMCO's basis of computing FFO is comparable with
that of other REITs.

85
<PAGE> 93

The following is a reconciliation of Income before minority interest in the
AIMCO Operating Partnership to FFO:

<TABLE>
<CAPTION>
FOR THE
PERIOD
JANUARY 10,
FOR THE NINE MONTHS 1994,
ENDED SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31, THROUGH
-------------------- --------------------------------- DECEMBER 31,
1998 1997 1997 1996 1995 1994
--------- -------- --------- --------- --------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Income before minority interest
in the AIMCO Operating
Partnership................... $ 56,269 $19,427 $32,697 $15,673 $14,988 $ 7,702
Gain on disposition of
property...................... (2,783) 169 (2,720) (44) -- --
Extraordinary item.............. -- 269 269 -- -- --
Real estate depreciation, net of
minority interests............ 56,900 21,052 33,751 19,056 15,038 4,727
Amortization of goodwill........ 7,077 711 948 500 428 76
Equity in earnings of
Unconsolidated Subsidiaries:
Real estate depreciation...... -- 2,689 3,584 -- -- --
Amortization of management
contracts................... 4,201 430 1,587 -- -- --
Deferred taxes................ 6,134 2,164 4,894 -- -- --
Equity in earnings of other
partnerships:
Real estate depreciation...... 17,379 2,781 6,280 -- -- --
Preferred stock dividends..... (12,296) -- (135) -- (5,169) (3,114)
-------- ------- ------- ------- ------- -------
Funds from operations........... $132,881 $49,692 $81,155 $35,185 $25,285 $ 9,391
======== ======= ======= ======= ======= =======
</TABLE>

(g) Generally, after a one-year holding period, OP Units may be tendered for
redemption at the option of the holder and, upon tender, may be acquired by
AIMCO, at its election, for (x) shares of AIMCO Common Stock at an exchange
ratio of one share of AIMCO Common Stock for each OP Unit (subject to
adjustment) or (y) cash.

86
<PAGE> 94

SELECTED CONSOLIDATED AND COMBINED FINANCIAL DATA OF IPT

The following is a summary of certain selected historical financial data of
IPT and its subsidiaries and predecessors. The selected financial data have been
derived from IPT's consolidated financial statements and the combined financial
statements of its predecessor and, in the opinion of management of IPT, include
all adjustments (consisting of only normal recurring adjustments) necessary for
a fair presentation of the financial position and results of operations for the
periods presented. The information set forth below is not necessarily indicative
of the results of future operations and should be read in conjunction with IPT's
financial statements and the related notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations of IPT and the IPT
Partnerships" included elsewhere in this Information Statement/Prospectus.

BALANCE SHEET DATA (END OF
PERIOD)
Cash........................... $ 56,085 $ 53,897 $ 37,432 $ 4,928 $ 528 $ --
Investments in real estate
limited partnerships......... $183,072 $126,505 $159,469 $118,741 $ 54,037 $ 38,346
Total assets................... $322,111 $286,748 $226,068 $147,757 $ 54,565 $ 38,346
Long-term debt................. $ 59,002 $ 19,300 $ 19,300 $ 19,730 $ -- $ --
Minority interest in IPLP...... $ 58,849 $ 47,988 $ 54,447 $ 50,429 $ -- $ --
Minority interest in other
consolidated subsidiaries.... $ -- $ -- $ -- $ -- $ 2,682 $ --
Shareholders' equity........... $195,366 $138,710 $146,212 $ 70,639 $ 51,874 $ 38,346
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
---------------------- ----------------------------------------------
1998 1997 1997 1996 1995 1994
---------- -------- ---------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
OTHER DATA
Cash provided by (used in)
operating activities...... $ 2,534 $ 1,227 $ 2,338 $ 1,420 $ (100) $ --
Cash provided by (used in)
provided by investing
activities................ $ (3,094) $ 7,129 $ (16,481) $(70,834) $(13,237) $(38,233)
Cash provided by financing
activities................ $ 19,213 $ 40,613 $ 46,647 $ 73,814 $ 13,865 $ 38,233
Funds from operations(a).... $ 24,633 $ 14,176 $ 20,939 $ 12,563 $ 4,611 $ 113
</TABLE>

87
<PAGE> 95

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
---------------------- ----------------------------------------------
1998 1997 1997 1996 1995 1994
---------- -------- ---------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Number of IPT
Partnerships.............. 42 26 29 26 13 4
Number of properties(b)..... 197 136 150 136 86 32
Apartment units(b).......... 48,323 36,077 38,369 36,077 19,337 7,433
Commercial square feet(b)... 3,026,904 819,000 1,667,874 819,000 767,172 453,977
</TABLE>

- -------------------------

(a) In accordance with the resolution adopted by the Board of Governors of
NAREIT, FFO represents net income (loss)(computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring or sales of property,
plus depreciation of real property, and after adjustments for
unconsolidated partnerships and joint ventures. FFO should not be
considered as an alternative to net income or other measurements under GAAP
as an indicator of operating performance or to cash flows from operating,
investing or financing activities as a measure of liquidity. FFO does not
reflect working capital changes, cash expenditures for capital improvements
or principal payments on indebtedness. IPT believes that FFO is helpful to
investors as a measure of the performance of an equity REIT, because along
with cash flows from operating activities, financing activities and
investing activities, it provides investors with an understanding of the
ability of IPT to incur and service debt and make capital distributions.
FFO computed by IPT may not be comparable to other similarly titled
measures of other REITs. FFO is calculated as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- ---------------------------------
1998 1997 1997 1996 1995 1994
------- ------- ------- ------- ------ ----
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Operating income................ $12,254 $ 5,853 $ 9,470 $ 3,913 $2,346 $113
Depreciation and amortization... 12,971 8,988 12,288 9,388 2,265 --
Minority interest in NPI 4's
funds from operations......... (592) (665) (819) (738) -- --
------- ------- ------- ------- ------ ----
Funds from operations........... $24,633 $14,176 $20,939 $12,563 $4,611 $113
======= ======= ======= ======= ====== ====
</TABLE>

(b) Includes only the IPT Partnerships.

88
<PAGE> 96

PRO FORMA FINANCIAL INFORMATION OF AIMCO

AS OF SEPTEMBER 30, 1998 AND FOR THE YEAR

ENDED DECEMBER 31, 1997 AND THE

NINE MONTHS ENDED SEPTEMBER 30, 1998

INTRODUCTION

On October 1, 1998, AIMCO completed the IFG Merger. In the IFG Merger,
IFG's common stock was converted into 8,423,751 shares of Class E Cumulative
Convertible Preferred Stock, par value $.01 per share, of AIMCO ("Class E
Preferred Stock"), whose issue date market value approximately equaled $310
million. In addition to receiving the same dividends as holders of AIMCO Common
Stock, holders of Class E Preferred Stock will be entitled, following
declaration by the AIMCO Board of Directors, to a special dividend of
approximately $50 million in the aggregate. When that special dividend is paid
in full, the Class E Preferred Stock will automatically convert into AIMCO
Common Stock on a one-for-one basis, subject to antidilution adjustments, if
any. In addition, AIMCO assumed approximately $417 million in indebtedness and
other liabilities of IFG and its subsidiaries, and subsidiaries of AIMCO assumed
approximately $149.5 million of convertible securities for a total transaction
value of approximately $927 million. In connection with the IFG Merger, AIMCO
assumed property management of approximately 192,000 multifamily units which
consist of general and limited partnership investments in 115,000 units and
third party management of 77,000 units. IPT, which prior to the IFG Merger was a
subsidiary of IFG, owns a 32% weighted average general and limited partnership
interest in approximately 51,000 units.

Also effective on October 1, 1998, IPLP transferred the economic rights to
substantially all of the assets of IPLP, valued at approximately $386.2 million,
to the AIMCO Operating Partnership in exchange for approximately 10.2 million OP
Units.

In May and September of 1997, AIMCO directly or indirectly through a
subsidiary, acquired (the "NHP Stock Purchase") an aggregate of 6,930,122 shares
of common stock ("NHP Common Stock") of NHP Incorporated ("NHP"). On December 8,
1997, AIMCO acquired the remaining shares of NHP Common Stock in a merger
transaction accounted for as a purchase (the "NHP Merger"). As a result of the
NHP Merger, AIMCO issued 6,759,148 shares of AIMCO Common Stock, valued at
$180.8 million, and paid $86.5 million in cash. The total cost of the purchase
of NHP was $349.5 million.

Immediately following the NHP Merger, in order to satisfy certain
requirements of the Code applicable to AIMCO's status as a REIT, AIMCO engaged
in a reorganization (the "NHP Reorganization") of the assets and operations of
NHP that resulted in NHP's property management agreement being terminated and
NHP's operations being conducted through corporations (the "Unconsolidated
Subsidiaries") in which the AIMCO Operating Partnership holds non-voting
preferred stock that represents a 95% economic interest and certain officers
and/or directors of AIMCO hold, directly or indirectly, all of the voting common
stock, representing a 5% economic interest. As a result of the controlling
ownership interest in the Unconsolidated Subsidiaries held by others, AIMCO
accounts for its interest in the Unconsolidated Subsidiaries on the equity
method.

In June 1997, AIMCO purchased (the "NHP Real Estate Acquisition") a group
of companies (the "NHP Real Estate Companies") affiliated with NHP that hold
general and limited partnership interests in partnerships (the "NHP
Partnerships") that own 534

89
<PAGE> 97

conventional and affordable multifamily apartment properties (the "NHP
Properties") containing 87,659 units, a captive insurance subsidiary and certain
related assets. AIMCO paid aggregate consideration of $54.8 million in cash and
warrants that entitle the holders to purchase 399,999 shares of AIMCO Common
Stock at an exercise price of $36.00 per share. AIMCO engaged in a
reorganization (the "NHP Real Estate Reorganization") of its interests in the
NHP Real Estate Companies, which resulted in certain of the assets of the NHP
Real Estate Companies being owned by a limited partnership (the "Unconsolidated
Partnership") in which the AIMCO Operating Partnership holds 99% limited partner
interest and certain directors and officers of AIMCO, directly or indirectly,
hold a 1% general partner interest.

On May 8, 1998, AIMCO completed a merger with Ambassador Apartments, Inc.
("Ambassador"), pursuant to which Ambassador was merged into AIMCO (the
"Ambassador Merger"). Each outstanding share of stock ("Ambassador Common
Stock") of Ambassador, other than those shares held by AIMCO or Ambassador, were
converted into 0.553 (the "Conversion Ratio") shares of AIMCO Common Stock. Any
outstanding options to purchase Ambassador Common Stock were converted, at the
election of the option holder, into cash or options to purchase AIMCO Common
Stock at such options' then current exercise price divided by the Conversion
Ratio. In accordance with the Agreement and Plan of Merger, dated December 23,
1997, by and between AIMCO and Ambassador, and supplemented by letter dated as
of March 11, 1998 (the "Ambassador Merger Agreement"), the outstanding shares of
Class A Senior Cumulative Convertible Preferred Stock of Ambassador, (the
"Ambassador Preferred Stock") were redeemed and converted into Ambassador Common
Stock prior to the Ambassador Merger. Following the consummation of the
Ambassador Merger, a subsidiary of the AIMCO Operating Partnership was merged
with and into the Ambassador Operating Partnership (the "Ambassador OP Merger").
Each outstanding unit of limited partnership interest in the Ambassador
Operating Partnership was converted into the right to receive 0.553 OP Units,
and as a result, the Ambassador Operating Partnership became a 99.9% owned
subsidiary partnership of the AIMCO Operating Partnership.

Also during 1997, AIMCO (i) (a) acquired 44 properties for aggregate
purchase consideration of $467.4 million, of which $56 million was paid in the
form of 1.9 million OP Units (b) paid $34.2 million in cash and issued OP Units
valued at $7.3 million in connection with the acquisition of partnership
interests through tender offers in certain partnerships ((a) and (b) together
are the "1997 Property Acquisitions") and (c) paid $19.9 million to acquire
886,600 shares of Ambassador Common Stock (together with the 1997 Property
Acquisitions, the "1997 Acquisitions"); (ii) sold (a) approximately 16,367,000
shares of AIMCO Common Stock for aggregate net proceeds of $513.4 million; (b)
750,000 shares of Class B Cumulative Convertible Preferred Stock, par value $.01
per share, of AIMCO ("Class B Preferred Stock"), for net proceeds of $75
million; and (c) 2,400,000 shares of Class C 9% Cumulative Preferred Stock, par
value $.01 per share, of AIMCO ("Class C Preferred Stock"), for net proceeds of
$58.1 million (collectively, the "1997 Stock Offerings"); and (iii) sold five
real estate properties (the "1997 Dispositions").

Also during 1998, AIMCO (i) (a) sold 4,200,000 shares of its Class D
Cumulative Preferred Stock, par value of $.01 per share, of AIMCO ("Class D
Preferred Stock"), for net proceeds of $101.5 million (the "Class D Preferred
Stock Offering"); (b) sold 4,050,000 shares of Class G Cumulative Preferred
Stock, par value $.01 per share, of

90
<PAGE> 98

AIMCO ("Class G Preferred Stock"), for net proceeds of $98.0 million (the "Class
G Preferred Stock Offering"); and (c) sold 2,000,000 shares of Class H
Cumulative Preferred Stock, par value $.01 per share, of AIMCO ("Class H
Preferred Stock"), for net proceeds of $48.1 million (the "Class H Preferred
Stock Offering"); and (d) sold 1,000,000 shares of its Class J Cumulative
Convertible Preferred Stock, par value $.01 per share, of AIMCO ("Class J
Preferred Stock"), in a private placement for $100.0 million (the "Class J
Preferred Stock Offering," and, together with the Class D Preferred Stock
Offering and the Class G Preferred Stock Offering, the "1998 Stock Offerings");
(ii) purchased 15 properties for aggregate purchase consideration of $138
million, of which $27.3 million was paid in the form of OP Units (the "1998
Acquisitions"); (iii) sold two real estate properties; (the "1998
Dispositions"); and (iv) contracted to purchase three properties for aggregate
purchase consideration of $82.8 million, of which $27.4 million will be paid in
the form of OP units (the "Probable Purchases").

91
<PAGE> 99

PRO FORMA FINANCIAL INFORMATION OF AIMCO (PRE-MERGER)

The following Pro Forma Consolidated Balance Sheet of AIMCO (Pre-Merger) as
of September 30, 1998 has been prepared as if each of the following transactions
had occurred as of September 30, 1998: (i) the purchase of eight properties for
an aggregate purchase price of $50 million; (ii) the Class J Preferred Stock
Offering; (iii) the Probable Purchases; (iv) the IFG Merger; (v) the IPLP
Exchange; and (vi) the transfer of certain assets and liabilities of IFG to the
unconsolidated subsidiaries following the IFG Merger (the "IFG Reorganization").

The following Pro Forma Consolidated Statement of Operations of AIMCO (Pre-
Merger) for the year ended December 31, 1997 has been prepared as if each of the
following transactions had occurred as of January 1, 1997: (i) the 1997
Acquisitions; (ii) the 1997 Stock Offerings; (iii) the 1997 Dispositions; (iv)
the NHP Real Estate Acquisition; (v) the NHP Real Estate Reorganization; (vi)
the NHP Stock Purchase; (vii) the NHP Merger; (viii) the NHP Reorganization;
(ix) the 1998 Stock Offerings; (x) the 1998 Acquisitions; (xi) the Probable
Purchases; (xii) the 1998 Dispositions; (xiii) the Ambassador Merger; (xiv) the
IFG Merger; (xv) the AMIT Merger; (xvi) the IPLP Exchange; and (xvii) the IFG
Reorganization.

The following Pro Forma Consolidated Statement of Operations of AIMCO (Pre-
Merger) for the nine months ended September 30, 1998 has been prepared as if
each of the following transactions had occurred as of January 1, 1997: (i) the
1998 Stock Offerings; (ii) the 1998 Acquisitions; (iii) the Probable Purchases;
(iv) the 1998 Dispositions; (v) the Ambassador Merger; (vi) the IFG Merger;
(vii) the AMIT Merger; (viii) the IPLP Exchange; and (ix) the IFG
Reorganization.

The following Pro Forma Financial Information (Pre-Merger) is based, in
part, on the following historical financial statements: (i) the audited
Consolidated Financial Statements of AIMCO for the year ended December 31, 1997;
(ii) the unaudited Consolidated Financial Statements of AIMCO for the nine
months ended September 30, 1998; (iii) the audited Consolidated Financial
Statements of Ambassador for the year ended December 31, 1997; (iv) the
unaudited Consolidated Financial Statements of Ambassador for the four months
ended April 30, 1998; (v) the audited Consolidated Financial Statements of IFG
for the year ended December 31, 1997; (vi) the audited Consolidated Financial
Statements of AMIT for the year ended December 31, 1997; (vii) the unaudited
Consolidated Financial Statements of IFG for the nine months ended September 30,
1998; (viii) the unaudited Financial Statements of AMIT for the period from
January 1, 1998 to September 17, 1998; (ix) the unaudited Consolidated Financial
Statements of NHP for the nine months ended September 30, 1997; (x) the
unaudited Combined Financial Statements of the NHP Real Estate Companies for the
three months ended March 31, 1997; (xi) the unaudited Financial Statements of
NHP Southwest Partners, L.P. for the three months ended March 31, 1997; (xii)
the unaudited Combined Financial Statements of the NHP New LP Entities for the
three months ended March 31, 1997; (xiii) the unaudited Combined Financial
Statements of the NHP Borrower Entities for the three months ended March 31,
1997; (xiv) the unaudited Historical Summaries of Gross Income and Certain
Expenses of The Bay Club at Aventura for the three months ended March 31, 1997;
(xv) the unaudited Historical Summary of Gross Income and Direct Operating
Expenses of Morton Towers for the six months ended June 30, 1997; (xvi) the
unaudited Combined Statement of Revenues and Certain Expenses of the Thirty-Five

92
<PAGE> 100

Acquisition Properties for the six months ended June 30, 1997; (xvii) the
unaudited Statement of Revenues and Certain Expenses of First Alexandria
Associates, a Limited Partnership for the nine months ended September 30, 1997;
(xviii) the unaudited Statement of Revenues and Certain Expenses of Country
Lakes Associates Two, a Limited Partnership for the nine months ended September
30, 1997; (xix) the unaudited Statement of Revenues and Certain Expenses of
Point West Limited Partnership, A Limited Partnership for the nine months ended
September 30, 1997; (xx) the unaudited Statement of Revenues and Certain
Expenses for The Oak Park Partnership for the nine months ended September 30,
1997; (xxi) the audited Combined Historical Summary of Gross Income and Direct
Operating Expenses of the Realty Investment Apartment Communities I for the year
ended December 31, 1997, (xxii) the audited Combined Historical Summary or Gross
Income and Direct Operating Expenses of the Cirque Apartment Communities for the
year ended December 31, 1997; (xxiii) the audited Combined Historical Summary of
Gross Income and Direct Operating Expenses of the Realty Investment Apartment
Communities II for the year ended December 31, 1997; (xxiv) the unaudited
Combined Historical Summary of Gross Income and Direct Operating Expenses of the
Realty Investment Apartment Communities I for the nine months ended September
30, 1998; (xxv) the unaudited Combined Historical Summary of Gross Income and
Direct Operating Expenses of the Cirque Apartment Communities for the three
months ended March 31, 1998; (xxvi) the unaudited Combined Historical Summary of
Gross Income and Direct Operating Expenses of the Realty Investment Apartment
Communities II for the nine months ended September 30, 1998. The following Pro
Forma Financial Information should be read in conjunction with such financial
statements and the notes thereto incorporated by reference herein.

The unaudited Pro Forma Financial Information (Pre-Merger) has been
prepared using the purchase method of accounting whereby the assets and
liabilities of NHP, the NHP Real Estate Companies, Ambassador, IFG, the 1997
Acquisitions, the 1998 Acquisitions, and the Probable Purchases are adjusted to
estimated fair market value, based upon preliminary estimates, which are subject
to change as additional information is obtained. The allocations of purchase
costs are subject to final determination based upon estimates and other
evaluations of fair market value. Therefore, the allocations reflected in the
following unaudited Pro Forma Financial Information may differ from the amounts
ultimately determined.

The following unaudited Pro Forma Financial Information (Pre-Merger) is
presented for informational purposes only and is not necessarily indicative of
the financial position or results of operations of AIMCO that would have
occurred if such transactions had been completed on the dates indicated, nor
does it purport to be indicative of future financial positions or results of
operations. In the opinion of AIMCO's management, all material adjustments
necessary to reflect the effects of these transactions have been made.

93
<PAGE> 101

AIMCO

PRO FORMA CONSOLIDATED BALANCE SHEET (PRE-MERGER)

AS OF SEPTEMBER 30, 1998

IN THOUSANDS, EXCEPT SHARE DATA

<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS IFG AIMCO BEFORE
AND PROBABLE IFG MERGER IFG
HISTORICAL(A) PURCHASES(B) HISTORICAL(C) ADJUSTMENTS(D) REORGANIZATION(E)
------------- ------------ ------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Real estate........................... $2,355,122 $124,609 $ 44,488 $ 15,363(G) $2,539,582
Property held for sale................ 42,212 -- -- -- 42,212
Investments in securities............. -- -- -- 291,949(G)
(291,949)(H) --
Investments in and notes receivable
from unconsolidated subsidiaries.... 127,082 -- -- -- 127,082
Investments in and notes receivable
from unconsolidated real estate
partnerships........................ 246,847 -- 232,892 394,321(G) 874,060
Mortgage notes receivable............. -- -- 20,916 -- 20,916
Cash and cash equivalents............. 43,681 -- 73,064 -- 116,745
Restricted cash....................... 83,187 -- 2,691 -- 85,878
Accounts receivable................... 11,545 -- 54,060 (43,082)(G) 22,523
Deferred financing costs.............. 21,835 -- 7,020 (7,020)(G) 21,835
Goodwill.............................. 120,503 -- 19,503 200,687(G) 340,693
Property management contracts......... -- -- 86,419 21,916(G) 108,335
Other assets.......................... 69,935 -- 20,128 (3,572)(G) 86,491
---------- -------- -------- --------- ----------
Total Assets.................. $3,121,949 $124,609 $561,181 $ 578,613 $4,386,352
========== ======== ======== ========= ==========
Secured notes payable................. $ 774,676 $ 69,068 $ 29,002 $ -- $ 872,746
Secured tax-exempt bond financing..... 399,925 -- -- 399,925
Secured short-term financing.......... 50,000 (50,000) 332,691 -- 332,691
Unsecured short-term financing........ 50,800 (28,380) -- -- 22,420
Accounts payable, accrued and other
liabilities......................... 131,799 -- 33,241 50,000(G)
55,279(G)
4,935(G)
38,791(G) 314,045
Deferred tax liability................ -- -- 18,802 17,850(G) 36,652
Security deposits and prepaid rents... 13,171 -- 3,533 (3,533) 13,171
---------- -------- -------- --------- ----------
1,420,371 (9,312) 417,269 163,322 1,991,650
Minority interest in other
partnerships........................ 42,086 6,495 108,485 -- 157,066
Minority interest in AIMCO Operating
Partnership......................... 137,965 27,426 -- -- 165,391
Company-obligated mandatorily
redeemable convertible securities of
a subsidiary trust.................. -- -- 144,282 5,218 149,500
AIMCO Common Stock.................... 481 -- 320 (320)(G)
84(H) 565
Class B common stock.................. 2 -- -- -- 2
Class B Preferred Stock............... 75,000 -- -- -- 75,000
Class C Preferred Stock............... 60,000 -- -- -- 60,000
Class D Preferred Stock............... 105,000 -- -- -- 105,000
Class G Preferred Stock............... 101,250 -- -- -- 101,250
Class H Preferred Stock............... 50,000 -- -- -- 50,000
Class J Preferred Stock............... -- 100,000 -- -- 100,000
Additional paid in capital............ 1,236,962 -- (86,959) 86,959(G)
291,865(H)
9,269(G) 1,538,096
Notes receivable on common stock
purchases........................... (43,647) -- -- -- (43,647)
Distributions in excess of earnings... (63,521) -- (22,216) 22,216(G) (63,521)
---------- -------- -------- --------- ----------
1,521,527 100,000 (108,855) 410,073 1,922,745
---------- -------- -------- --------- ----------
Total Liabilities and
Equity...................... $3,121,949 $124,609 $561,181 $ 578,613 $4,386,352
========== ======== ======== ========= ==========

IFG
REORGANIZATION PRO
ADJUSTMENTS(F) FORMA
-------------- ----------
<S> <C> <C>
Real estate........................... $ -- $2,539,582
Property held for sale................ -- 42,212
Investments in securities.............
-- --
Investments in and notes receivable
from unconsolidated subsidiaries.... 73,697(I) 200,779(K)
Investments in and notes receivable
from unconsolidated real estate
partnerships........................ -- 874,060
Mortgage notes receivable............. 20,916
Cash and cash equivalents............. (17,897)(J) 98,848
Restricted cash....................... (1,352)(J) 84,526
Accounts receivable................... (6,631)(J) 15,892
Deferred financing costs.............. -- 21,835
Goodwill.............................. -- 340,693
Property management contracts......... (73,696)(I) 34,639
Other assets.......................... (14,167)(J) 72,324
-------- ----------
Total Assets.................. $(40,046) $4,346,306
======== ==========
Secured notes payable................. $ -- $ 872,746
Secured tax-exempt bond financing..... -- 399,925
Secured short-term financing.......... 332,691
Unsecured short-term financing........ -- 22,420
Accounts payable, accrued and other
liabilities.........................
--
(3,394)(J) 310,651
Deferred tax liability................ (36,652)(I) --
Security deposits and prepaid rents... -- 13,171
-------- ----------
(40,046) 1,951,604
Minority interest in other
partnerships........................ -- 157,066
Minority interest in AIMCO Operating
Partnership......................... -- 165,391
Company-obligated mandatorily
redeemable convertible securities of
a subsidiary trust.................. -- 149,500
AIMCO Common Stock....................
-- 565
Class B common stock.................. -- 2
Class B Preferred Stock............... -- 75,000
Class C Preferred Stock............... -- 60,000
Class D Preferred Stock............... -- 105,000
Class G Preferred Stock............... -- 101,250
Class H Preferred Stock............... -- 50,000
Class J Preferred Stock............... -- 100,000
Additional paid in capital............ --
-- 1,538,096
Notes receivable on common stock
purchases........................... -- (43,647)
Distributions in excess of earnings... -- (63,521)
-------- ----------
-- 1,922,745
-------- ----------
Total Liabilities and
Equity...................... $(40,046) $4,346,306
======== ==========
</TABLE>

94
<PAGE> 102

- -------------------------

(A) Represents the unaudited historical consolidated financial position of
AIMCO as of September 30, 1998, as reported in AIMCO's Quarterly Report on
Form 10-Q.

(B) Represents adjustments to reflect the purchase of eight properties for an
aggregate purchase price of $50 million; the Class J Preferred Stock
Offering and the Probable Purchases.

(C) Represents the unaudited historical consolidated financial position of IFG
(subsequent to the spin-off of New Insignia) as of September 30, 1998.

(D) Represents the following adjustments occurring as a result of the IFG
Merger: (i) the issuance of 8,423,751 shares of AIMCO Common Stock, based
on consideration to holders of IFG common stock outstanding as of the date
of the IFG Merger; (ii) the payment of a special dividend of $50,000; (iii)
the assumption of $149,500 of the convertible debentures of IFG; (iv) the
IPLP Exchange; and (v) the allocation of the purchase price of IFG
(subsequent to the spin-off of New Insignia) and based on the preliminary
estimates of relative fair market value of the assets and liabilities of
IFG.

(E) Represents the effects of AIMCO's acquisition of IFG immediately after the
IFG Merger. These amounts do not give effect to the IFG Reorganization,
which includes the transfers of certain assets and liabilities of IFG to
the combined Unconsolidated Subsidiaries. The IFG Reorganization occurred
immediately after the IFG Merger so that AIMCO could maintain its
qualification as a REIT. This column is included as an intermediate step to
assist the reader in understanding the entire nature of the IFG Merger and
related transactions.

(F) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, AIMCO contributed or sold to the combined
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily management contracts and related working capital assets and
liabilities related to IFG's third party property management operations.
The adjustments reflect the transfer of assets valued at AIMCO's new basis
resulting from the allocation of the purchase price of IFG. AIMCO received
non-voting preferred stock as consideration in exchange for the net assets
contributed. The net deferred tax liability is assumed by the
Unconsolidated Subsidiaries as it resulted from the assets and liabilities
transferred to the Unconsolidated Subsidiaries.

(G) In connection with the IFG Merger, AIMCO became obligated to issue a total
of 8,423,751 shares of AIMCO Common Stock.

The total purchase price of IFG and IPT is $1,139,794, as follows:

<TABLE>
<S> <C>
Issuance of 8,423,751 shares of AIMCO Common Stock in
connection with the IFG Merger, at $34.658 per share...... $ 291,949
Assumption of Convertible Debentures........................ 149,500
Assumption of liabilities as indicated in the IFG Merger
Agreement................................................. 452,527
Assumption of minority interest in IPT...................... 108,485
Transaction costs........................................... 55,279
Generation of deferred tax liability........................ 17,850
Special dividend............................................ 50,000
Purchase of IFG Common Stock prior to merger................ 4,935
Consideration for options................................... 9,269
----------
Total............................................. $1,139,794
==========
</TABLE>

95
<PAGE> 103

The purchase price was allocated to the various assets of IFG acquired in
the IFG Merger, as follows:

<TABLE>
<S> <C>
Purchase price.............................................. $1,139,794
Historical basis of IFG's assets acquired................... (561,181)
----------
Step-up to record the fair value of IFG's assets acquired... $ 578,613
==========
</TABLE>

This step-up was applied to IFG's assets as follows:

<TABLE>
<S> <C>
Real estate................................................. $ 15,363
Investment in real estate partnerships...................... 394,321
Decrease in accounts receivable............................. (43,082)
Decrease in deferred loan costs............................. (7,020)
Management contracts........................................ 21,916
Increase in goodwill........................................ 200,687
Reduction in value of other assets.......................... (3,572)
--------
Total............................................. $578,613
========
</TABLE>

The fair value of IFG's assets, primarily the real estate and management
contracts, was calculated based on estimated future cash flows of the
underlying assets.

As of September 30, 1998, IFG's stockholders' equity (deficit) was
$(108,855), which is detailed as follows:

<TABLE>
<S> <C>
Common stock................................................ $ 320
Additional paid-in capital.................................. (86,959)
Distributions in excess of earnings......................... (22,216)
---------
Total............................................. $(108,855)
=========
</TABLE>

Upon completion of the IFG Merger, the entire amount of the stockholders'
equity (deficit) was eliminated.

(H) Represents the issuance of a total of 8,423,751 shares of AIMCO Common
Stock to IFG stockholders, in exchange for all the shares of IFG common
stock.

In accordance with the IFG Merger Agreement, AIMCO became obligated to
issue 8,423,751 shares of Class E Preferred Stock, approximately equal to
$292 million. Each share of Class E Preferred Stock will automatically
convert to one share of AIMCO Common Stock upon the payment of the special
dividend thereon. As such, for the purpose of preparing the pro forma
financial statements, AIMCO's management believes that the Class E
Preferred Stock is substantially the same as AIMCO Common Stock, and that
the fair value of the Class E Preferred Stock approximates the fair value
of the AIMCO Common Stock. Upon the payment of the special dividend on the
Class E Preferred Stock and the conversion of the Class E Preferred Stock
to AIMCO Common Stock, the former IFG stockholders will own approximately
15.0% of the AIMCO Common Stock. The special dividend on the Class E
Preferred Stock is intended to represent a distribution in an amount at
least equal to the earnings and profits of IFG at the time of the IFG
Merger, to which AIMCO succeeded.

96
<PAGE> 104

(I) Represents the increase in AIMCO's investment in Unconsolidated
Subsidiaries to reflect the contribution or sale of property management
contracts, including the related deferred tax liability, in exchange for
preferred stock and a note payable from the Unconsolidated Subsidiaries.
These assets and liabilities are valued at AIMCO's new basis resulting from
the allocation of the purchase price of IFG.

(J) Represents certain assets and liabilities of IFG, primarily related to the
management operations of IFG, contributed or sold by AIMCO to the
Unconsolidated Subsidiaries.

(K) Represents notes receivable from the Unconsolidated Subsidiaries of
$95,000, advances to the Unconsolidated Subsidiaries of $42,792, and equity
in the Unconsolidated Subsidiaries of $62,987. The combined pro forma
balance sheet of the Unconsolidated Subsidiaries as of September 30, 1998
is presented below, which reflects the effects of the IFG Merger, and the
IFG Reorganization as if such transactions had occurred as of September 30,
1998.

97
<PAGE> 105

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET (PRE-MERGER)

AS OF SEPTEMBER 30, 1998

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
IFG
HISTORICAL REORGANIZATION(i) PRO FORMA
---------- ----------------- ---------
<S> <C> <C> <C>
ASSETS
Real estate................................ $ 22,376 $ -- $ 22,376
Cash and cash equivalents.................. 16,919 17,897(ii) 34,816
Restricted cash............................ 5,507 1,352(ii) 6,859
Management contracts....................... 47,846 73,696(iii) 121,542
Accounts receivable........................ 13,109 6,631(ii) 19,740
Deferred financing costs................... 3,117 -- 3,117
Goodwill................................... 43,544 -- 43,544
Other assets............................... 51,498 14,167(ii) 65,665
-------- -------- --------
$203,916 $113,743 $317,659
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Secured notes payable...................... $114,302 $ 45,000(iii) $159,302
Accounts payable, accrued and other
liabilities.............................. 56,773 3,394(ii) 60,167
Security deposits and deferred income...... 334 --(ii) 334
Deferred tax liability..................... -- 36,652(iii) 36,652
-------- -------- --------
171,409 85,046 256,455
Common stock............................... 2,061 1,510(iv) 3,571
Preferred stock............................ 34,290 28,697(iii) 62,987
Retained earnings.......................... (3,844) -- (3,844)
Notes receivable on common stock
purchases................................ -- (1,510)(iv) (1,510)
-------- -------- --------
32,507 28,697 61,204
-------- -------- --------
$203,916 $113,743 $317,659
======== ======== ========
</TABLE>

- -------------------------

(i) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, AIMCO contributed or sold to the combined
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily related to the management operations owned by IFG. The
adjustments reflect the transfer of assets valued at AIMCO's new basis
resulting from the allocation of the purchase price of IFG. AIMCO received
non-voting preferred stock as consideration in exchange for the net assets
contributed. The net deferred tax liability is assumed by the
Unconsolidated Subsidiaries as it resulted from the assets and liabilities
transferred to the Unconsolidated Subsidiaries.

(ii) Represents certain assets and liabilities of IFG, primarily related to the
management operations of IFG, contributed or sold by AIMCO to the
Unconsolidated Subsidiaries, valued at AIMCO's new basis resulting from
the allocation of the purchase price of IFG.

(iii) Represents the transfer or sale of management contracts, the establishment
of an intercompany note, and the establishment of the related estimated
net deferred Federal and state tax liabilities at a combined rate of 40%
for the estimated difference between the book and tax basis of the net
assets of the Unconsolidated Subsidiaries. The primary component of the
deferred tax liability is the difference between the new basis of the

98
<PAGE> 106

property management contracts, as a result of the allocation of the purchase
price of IFG, and the historical tax basis.

(iv) Represents the issuance of common stock to the common stockholders of the
Unconsolidated Subsidiaries in exchange for notes receivable, in order for
the common stockholders to maintain their respective ownership interest in
the Unconsolidated Subsidiaries.

99
<PAGE> 107

AIMCO

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (PRE-MERGER)

FOR THE YEAR ENDED DECEMBER 31, 1997

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS AND AMBASSADOR
PROBABLE NHP AMBASSADOR PURCHASE PRICE
HISTORICAL(A) PURCHASES(B) TRANSACTIONS(C) HISTORICAL(D) ADJUSTMENTS(E)
------------- ---------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Rental and other property
revenues.......................... $193,006 $114,984(I)
14,499(J) $ 6,660 $ 93,329 $ --
Property operating expenses........ (76,168) (57,050)(I)
(6,405)(J) (2,941) (36,088) --
Owned property management
expense........................... (6,620) (4,097)(I)
(761)(J) (282) -- --
Depreciation....................... (37,741) (23,199)(I)
(2,898)(J) (1,414) (18,979) (5,997)(O)
-------- -------- ------- -------- -------
Income from property operations.... 72,477 35,073 2,023 38,262 (5,997)
-------- -------- ------- -------- -------
Management fees and other income... 13,937 -- 7,813 -- --
Management and other expenses...... (9,910) -- (5,394) -- --
Corporate overhead allocation...... (588) -- -- -- --
Amortization....................... (1,401) -- (5,800) -- --
-------- -------- ------- -------- -------
Income from service company
business.......................... 2,038 -- (3,381) -- --
Minority interest in service
company business.................. (10) -- -- -- --
-------- -------- ------- -------- -------
AIMCO's share of income from
service company business.......... 2,028 -- (3,381) -- --
-------- -------- ------- -------- -------
General and administrative
expenses.......................... (5,396) -- (1,025) (7,392) 7,392(P)
Interest expense................... (51,385) (1,247)(K)
(4,092)(L) (5,462) (26,987) (221)(Q)
Interest income.................... 8,676 -- 1,900 -- --
Minority interest in other
partnerships...................... 1,008 960(M) 16 (851) 705(R)
Equity in losses of unconsolidated
partnerships...................... (1,798) (122)(N) (8,542) 405 --
Equity in earnings of
unconsolidated subsidiaries....... 4,636 -- 5,790 -- --
-------- -------- ------- -------- -------
Income (loss) from operations...... 30,246 30,572 (8,681) 3,437 1,879
Income tax provision............... -- -- -- -- --
Gain on dispositions of property... 2,720 (2,720) -- -- --
-------- -------- ------- -------- -------
Income (loss) before extraordinary
item and minority interest in
AIMCO Operating Partnership....... 32,966 27,852 (8,681) 3,437 1,879
Extraordinary item -- early
extinguishment of debt............ (269) 269 -- -- --
-------- -------- ------- -------- -------
Income before minority interest in
AIMCO Operating Partnership....... 32,697 28,121 (8,681) 3,437 1,879
Minority interest in AIMCO
Operating Partnership............. (4,064) 624(BB) 1,813(BB) (386)(BB) (130)(BB)
-------- -------- ------- -------- -------
Net income......................... 28,633 28,745 (6,868) 3,051 1,749
Income attributable to preferred
stockholders...................... 2,315 38,859 -- -- --
-------- -------- ------- -------- -------
Income attributable to common
stockholders...................... $ 26,318 $(10,114) $(6,868) $ 3,051 $ 1,749
======== ======== ======= ======== =======
Basic earnings per share........... $ 1.09
========
Diluted earnings per share......... $ 1.08
========
Weighted average shares
outstanding....................... 24,055
========
Weighted average shares and
equivalents outstanding........... 24,436
========

IFG IFG
IFG AS MERGER REORGANIZATION
ADJUSTED(F) ADJUSTMENTS(G) ADJUSTMENTS(H) PRO FORMA
----------- -------------- -------------- ---------
<S> <C> <C> <C> <C>
Rental and other property
revenues..........................
$ 6,912 $ -- $ -- $ 429,390
Property operating expenses........
(3,307) -- -- (181,959)
Owned property management
expense...........................
-- -- -- (11,760)
Depreciation.......................
(966) (1,937)(S) -- (93,131)
-------- -------- -------- ---------
Income from property operations.... 2,639 (1,937) -- 142,540
-------- -------- -------- ---------
Management fees and other income... 94,330 -- (74,404)(X) 41,676
Management and other expenses...... (57,615) -- 49,236(X) (23,683)
Corporate overhead allocation...... -- -- -- (588)
Amortization....................... (16,768) (34,409)(T) 28,355(Y) (30,023)
-------- -------- -------- ---------
Income from service company
business.......................... 19,947 (34,409) 3,187 (12,618)
Minority interest in service
company business.................. -- -- -- (10)
-------- -------- -------- ---------
AIMCO's share of income from
service company business.......... 19,947 (34,409) 3,187 (12,628)
-------- -------- -------- ---------
General and administrative
expenses.......................... (21,199) -- 6,392(X) (21,228)
Interest expense...................
(9,035) -- -- (98,429)
Interest income.................... 10,967 -- 191(Z) 21,734(CC)
Minority interest in other
partnerships...................... (12,871) (5,456) (U) -- (16,489)
Equity in losses of unconsolidated
partnerships...................... 12,515 (24,281)(V) -- (21,823)
Equity in earnings of
unconsolidated subsidiaries....... -- -- (4,181)(AA) 6,245(EE)
-------- -------- -------- ---------
Income (loss) from operations...... 2,963 (66,083) 5,589 (78)
Income tax provision............... 1,701 (1,701)(W) -- --
Gain on dispositions of property... 80 (80) -- --
-------- -------- -------- ---------
Income (loss) before extraordinary
item and minority interest in
AIMCO Operating Partnership....... 4,744 (67,864) 5,589 (78)
Extraordinary item -- early
extinguishment of debt............ -- -- -- --
-------- -------- -------- ---------
Income before minority interest in
AIMCO Operating Partnership....... 4,744 (67,864) 5,589 (78)
Minority interest in AIMCO
Operating Partnership............. -- 6,839(BB) -- 4,696(BB)
-------- -------- -------- ---------
Net income......................... 4,744 (61,025) 5,589 4,618
Income attributable to preferred
stockholders...................... -- -- -- 41,174(DD)
-------- -------- -------- ---------
Income attributable to common
stockholders...................... $ 4,744 $(61,025) $ 5,589 $ (36,556)(CC)
======== ======== ======== =========
Basic earnings per share........... $ (0.66)(CC)
=========
Diluted earnings per share......... $ (0.66)(CC)
=========
Weighted average shares
outstanding....................... 55,109
=========
Weighted average shares and
equivalents outstanding........... 55,953
=========
</TABLE>

100
<PAGE> 108

- -------------------------

(A) Represents AIMCO's audited consolidated results of operations for the
year ended December 31, 1997.

(B) Represents adjustments to reflect the following as if they had occurred
on January 1, 1997: (i) the 1997 Acquisitions; (ii) the 1997 Stock
Offerings; (iii) the 1997 Dispositions; (iv) the 1998 Stock Offerings;
(v) the 1998 Acquisitions; (vi) the Probable Purchases; and (vii) the
1998 Dispositions.

(C) Represents adjustments to reflect the purchase of the NHP Real Estate
Companies, the NHP Merger, and the NHP Reorganization, as if the
transactions had taken place on January 1, 1997. These adjustments are
detailed, as follows:

<TABLE>
<CAPTION>
NHP
REAL ESTATE NHP NHP NHP NHP
PURCHASE(I) HISTORICAL(II) ADJUSTMENTS(III) REORGANIZATION(IV) TRANSACTIONS
----------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Rental and other property
revenues............... $ 6,660(v) $ 16,842 $ -- $(16,842)(xvii) $6,660
Property operating
expenses............... (2,941)(v) (8,411) -- 8,411 (xvii) (2,941)
Owned property management
expense................ (282)(v) (862) -- 862 (xvii) (282)
Depreciation............. (1,414)(vi) (2,527) (693)(xi) 3,220 (xvii) (1,414)
------- -------- ------- -------- ------
Income from property
operations............. 2,023 5,042 (693) (4,349) 2,023
------- -------- ------- -------- ------
Management fees and other
income................. 1,405 (vii 72,176 -- (65,768)(xviii) 7,813
Management and other
expenses............... (2,263)(viii) (35,267) -- 32,136 (xviii) (5,394)
Amortization............. -- (9,111) (4,432)(xii) 7,743 (xix) (5,800)
------- -------- ------- -------- ------
Income from service
company business....... (858) 27,798 (4,432) (25,889) (3,381)
------- -------- ------- -------- ------
General and
administrative
expenses............... -- (16,266) 8,668 (xiii) 6,573 (xviii) (1,025)
Interest expense......... (5,082)(ix) (10,685) -- 10,305(xx) (5,462)
Interest income.......... 540(v) 1,963 -- (603)(xxi) 1,900
Minority interest in
other partnerships..... 16(v) -- -- -- 16
Equity in losses of
unconsolidated
partnerships........... (3,905)(x) -- (4,631)(xiv) (6) (8,542)
Equity in earnings of
unconsolidated
subsidiaries........... -- -- (4,636)(xv) 10,426 (xxii) 5,790
------- -------- ------- -------- ------
Income (loss) from
operations............. (7,266) 7,852 (5,724) (3,543) (8,681)
Income tax provision..... -- (3,502) 3,502 (xvi) -- --
------- -------- ------- -------- ------
Income (loss) before
minority interest in
Operating
Partnership............ (7,266) 4,350 (2,222) (3,543) (8,681)
Minority interest in
Operating
Partnership............ 1,406 -- -- 407 1,813
------- -------- ------- -------- ------
Net income (loss)........ (5,860) 4,350 (2,222) (3,136) (6,868)
======= ======== ======= ======== ======
</TABLE>

101
<PAGE> 109

- -------------------------

(i) Represents the adjustment to record activity from January 1, 1997
to the date of acquisition, as if the acquisition of the NHP Real
Estate Companies had occurred on January 1, 1997. The historical
financial statements of the NHP Real Estate Companies consolidate
certain real estate partnerships in which they have an interest
that will be presented on the equity method by AIMCO as a result
of the NHP Real Estate Reorganization. In addition, represents
adjustments to record additional depreciation and amortization
related to the increased basis in the assets of the NHP Real
Estate Companies as a result of the allocation of the purchase
price of the NHP Real Estate Companies and additional interest
expense incurred in connection with borrowings incurred by AIMCO
to consummate the NHP Real Estate Acquisition.

(ii) Represents the unaudited consolidated results of operations of
NHP for the period from January 1, 1997 through December 8, 1997
(date of the NHP Merger).

(iii) Represents the following adjustments occurring as a result of the
NHP Merger: (i) the reduction in personnel costs, primarily
severance costs, pursuant to a restructuring plan; (ii) the
incremental depreciation of the purchase price adjustment related
to real estate; (iii) the incremental amortization of the
purchase price adjustment related to the management contracts,
furniture, fixtures and equipment, and goodwill; (iv) the
reversal of equity in earnings of NHP during the pre-merger
period when AIMCO held a 47.62% interest in NHP; and (v) the
amortization of the increased basis in investments in real estate
partnerships based on the purchase price adjustment related to
real estate and an estimated average life of 20 years.

(iv) Represents adjustments related to the NHP Reorganization, whereby
AIMCO contributed or sold to the Unconsolidated Subsidiaries and
the Unconsolidated Partnership: (i) certain assets and liabilities
of NHP, primarily related to the management operations and other
businesses owned by NHP and (ii) 12 real estate properties
containing 2,905 apartment units. The adjustments represent (i)
the related revenues and expenses primarily related to the
management operations and other businesses owned by NHP and (ii)
the historical results of operations of such real estate
partnerships contributed, with additional depreciation and
amortization recorded related to AIMCO's new basis resulting from
the allocation of the combined purchase price of NHP and the NHP
Real Estate Companies.

(v) Represents adjustments to reflect the acquisition of the NHP Real
Estate Companies and the corresponding historical results of
operations as if they had occurred on January 1, 1997.

(vi) Represents incremental depreciation related to the consolidated
real estate assets purchased from the NHP Real Estate Companies.
Buildings and improvements are depreciated on the straight-line
method over a period of 30 years, and furniture and fixtures are
depreciated on the straight-line method over a period of 5 years.

102
<PAGE> 110

(vii) Represents the adjustment to record the revenues from ancillary
businesses purchased from the NHP Real Estate Companies as if the
acquisition had occurred on January 1, 1997.

(viii) Represents $4,878 related to the adjustment to record the
expenses from ancillary businesses purchased from the NHP Real
Estate Companies as if the acquisition had occurred on January 1,
1997, less $2,615 related to a reduction in personnel costs
pursuant to a restructuring plan, approved by AIMCO senior
management, assuming that the acquisition of the NHP Real Estate
Companies had occurred on January 1, 1997 and that the
restructuring plan was completed on January 1, 1997. The
restructuring plan specifically identifies all significant
actions to be taken to complete the restructuring plan, including
the reduction of personnel, job functions, location and the date
of completion.

(ix) Represents adjustments in the amount of $3,391 to reflect the
acquisition of the NHP Real Estate Companies and the corresponding
historical results of operations as if they had occurred on
January 1, 1997, as well as the increase in interest expense in
the amount of $1,691 related to borrowings on AIMCO's credit
facilities of $55,807 to finance the NHP Real Estate Acquisition.

(x) Represents adjustments in the amount of $2,432 to reflect the
acquisition of the NHP Real Estate Companies and the corresponding
historical results of operations as if they had occurred on
January 1, 1997, as well as amortization of $1,473 related to the
increased basis in investment in real estate partnerships, as a
result of the allocation of the purchase price of the NHP Real
Estate Companies, based on an estimated average life of 20 years.

(xi) Represents incremental depreciation related to the real estate
assets purchased from NHP. Buildings and improvements are
depreciated on the straight-line method over a period of 20 years,
and furniture and fixtures are depreciated on the straight-line
method over a period of 5 years.

(xii) Represents incremental depreciation and amortization of the
tangible and intangible assets related to the property management
and other business operated by the Unconsolidated Subsidiaries,
based on AIMCO's new basis as adjusted by the allocation of the
combined purchase price of NHP including amortization of
management contracts of $3,782, depreciation of furniture,
fixtures and equipment of $2,018 and amortization of goodwill of
$7,743, less NHP's historical depreciation and amortization of
$9,111. Management contracts are amortized using the straight-line
method over the weighted average life of the contracts estimated
to be approximately 15 years. Furniture, fixtures and equipment
are depreciated using the straight-line method over the estimated
life of 3 years. Goodwill is amortized using the straight-line
method over 20 years.

(xiii) Represents a reduction in personnel costs, primarily severance
costs, pursuant to a restructuring plan, approved by AIMCO senior
management, specifically identifying all significant actions to
be taken to complete the restructuring plan, assuming that the
NHP Merger had occurred on

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<PAGE> 111

January 1, 1997 and that the restructuring plan was completed on
January 1, 1997.

(xiv) Represents adjustment for amortization of the increased basis in
investments in real estate partnerships, as a result of the
allocation of the combined purchase price of NHP and the NHP Real
Estate Companies, based on an estimated average life of 20 years.

(xv) Represents the reversal of equity in earnings in NHP during the
pre-merger period when AIMCO held a 47.62% interest in NHP, as a
result of AIMCO's acquisition of 100% of the NHP Common Stock.

(xvi) Represents the reversal of NHP's income tax provision due to the
contribution of the management business to the Unconsolidated
Subsidiaries.

(xvii) Represents the contribution of NHP's 12 real estate properties
containing 2,905 apartment units to the Unconsolidated
Partnership pursuant to the NHP Reorganization.

(xviii) Represents the historical income and expenses associated with
certain assets and liabilities of NHP that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations and other businesses owned by NHP.

(xix) Represents the amortization and depreciation of certain management
contracts and other assets of NHP, based on AIMCO's new basis
resulting from the allocation of the purchase price of NHP, that
will be contributed or sold to the Unconsolidated Subsidiaries,
primarily related to the management operations and other
businesses owned by NHP.

(xx) Represents interest expense of $6,020 related to the contribution
of NHP's 12 real estate properties containing 2,905 apartment
units to the Unconsolidated Partnership and interest expense of
$4,285 related to the certain assets and liabilities that will be
contributed or sold to the Unconsolidated Subsidiaries pursuant to
the NHP Reorganization.

(xxi) Represents the interest income of $5,000 earned on notes payable
of $50,000 to AIMCO issued as consideration for certain assets and
liabilities sold to the Unconsolidated Subsidiaries by AIMCO, net
of the elimination of AIMCO's share of the related interest
expense of $4,750 reflected in the equity in earnings of the
Unconsolidated Subsidiaries operating results, offset by $853 in
interest income primarily related to the management operations and
other businesses owned by NHP contributed or sold to the
Unconsolidated Subsidiaries pursuant to the NHP Reorganization.

(xxii) Represents AIMCO's equity in earnings of the Unconsolidated
Subsidiaries.

(D) Represents the audited historical statement of operations of Ambassador
for the year ended December 31, 1997. Certain reclassifications have been
made to Ambassador's historical statement of operations to conform to
AIMCO's Statement of Operations presentation. The Ambassador historical
statement of operations excludes extraordinary loss of $1,384 and a loss
on sale of an interest rate cap of $509.

(E) Represents the following adjustments occurring as a result of the
Ambassador Merger: (i) the incremental depreciation of the purchase price
adjustment related

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<PAGE> 112

to real estate; (ii) the reduction in personnel costs, primarily severance
costs, pursuant to a restructuring plan; (iii) the reduction of interest expense
resulting from the net reduction of debt; and (iv) the elimination of the
minority interest associated with Jupiter-I, L.P.

(F) Represents adjustments to reflect the IFG Merger, the AMIT Merger, and
the spin-off of New Insignia as if these transactions had occurred on
January 1, 1997. These adjustments are detailed, as follows:

<TABLE>
<CAPTION>
IFG AMIT NEW INSIGNIA IFG
HISTORICAL(I) MERGER(II) SPIN-OFF(III) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Rental and other property
revenues....................... $ 6,646 $ 266 $ -- $ 6,912
Property operating expenses...... (3,251) (56) -- (3,307)
Depreciation..................... (966) -- -- (966)
--------- ------- --------- --------
Income from property
operations..................... 2,429 210 -- 2,639
--------- ------- --------- --------
Management fees and other
income......................... 389,626 -- (295,296) 94,330
Management and other expenses.... (315,653) -- 258,038 (57,615)
Amortization..................... (31,709) (303) 15,244 (16,768)
--------- ------- --------- --------
Income from service company
business....................... 42,264 (303) (22,014) 19,947
--------- ------- --------- --------
General and administrative
expenses....................... (20,435) (1,351) 587 (21,199)
Interest expense................. (9,353) -- 318 (9,035)
Interest income/recovery of bad
debt........................... 4,571 6,853 (457) 10,967
Minority interest in other
partnerships................... (12,448) (382) (41) (12,871)
Equity in income (losses) of
unconsolidated partnership..... 10,027 2,639 (151) 12,515
--------- ------- --------- --------
Income (loss) from operations.... 17,055 7,666 (21,758) 2,963
Income tax provision............. (6,822) (180) 8,703 1,701
Gain on sale of property......... -- 80 -- 80
--------- ------- --------- --------
Net income (loss)................ 10,233 7,566 (13,055) 4,744
========= ======= ========= ========
</TABLE>

- -------------------------

(i) Represents the audited consolidated results of operations of IFG
for the year ended December 31, 1997, as reported in IFG's Annual
Report on Form 10-K. Certain reclassifications have been made to
IFG's historical statement of operations to conform to AIMCO's
statement of operations presentation.

(ii) Represents the historical statement of operations of AMIT, as well
as pro forma adjustments related to the AMIT Merger. The AMIT
Merger closed prior to the IFG Merger.

(iii) Represents the distribution of two shares of New Insignia common
stock for each three shares of IFG common stock to holders of IFG
common stock.

(G) Represents the following adjustments occurring as a result of the IFG
Merger and the IPLP Exchange: (i) the incremental depreciation of the
purchase price adjustment related to consolidated real estate and
investments in real estate partnerships; (ii) the amortization of
goodwill and property management contracts resulting from the IFG Merger;
(iii) the increase in interest expense resulting from the net increase in
debt; and (iv) the elimination of the income tax provision.

105
<PAGE> 113

(H) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, AIMCO contributed or sold to the Unconsolidated
Subsidiaries certain assets and liabilities of IFG, primarily management
contracts and related working capital assets and liabilities related to
IFG's third party management operations. The adjustments reflect the
related revenues and expenses primarily related to the management
operations owned by IFG, with additional amortization recorded related to
AIMCO's new basis resulting from the allocation of the purchase price of
IFG.

(I) Represents adjustments to reflect the 1997 Property Acquisitions and the
1998 Acquisitions, less the 1997 Dispositions and the 1998 Dispositions
as if they had occurred on January 1, 1997. These pro forma operating
results are based on historical results of the properties, except for
depreciation, which is based on AIMCO's investment in the properties.

These adjustments are as follows:

<TABLE>
<CAPTION>
1997 PROPERTY 1997 1998 1998
ACQUISITIONS DISPOSITIONS ACQUISITIONS DISPOSITIONS TOTAL
------------- ------------ ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
Rental and other property
revenues.................. $ 88,589 $(4,081) $ 33,779 $(3,303) $114,984
Property operating
expense................... (44,109) 1,944 (16,239) 1,354 (57,050)
Owned property management
expense................... (3,233) 133 (1,119) 122 (4,097)
Depreciation................ (16,839) 452 (7,500) 688 (23,199)
</TABLE>

(J) Represents adjustments to reflect the Probable Purchases as if they had
occurred on January 1, 1997. These pro forma operating results are based
on historical results of the properties, except for depreciation, which
is based on AIMCO's investment in the properties.

(K) Represents adjustments to interest expense for the following:

<TABLE>
<S> <C>
Borrowings on AIMCO's credit facilities and other loans and
mortgages assumed in connection with the 1997 Property
Acquisitions.............................................. $(29,490)
Repayments on AIMCO's credit facilities and other
indebtedness with proceeds from the 1997 Dispositions and
the 1997 Stock Offerings.................................. 19,568
Repayments on AIMCO's credit facilities with proceeds from a
dividend received from one of the Unconsolidated
Subsidiaries.............................................. 1,889
Borrowings on AIMCO's credit facilities and other loans and
mortgages assumed in connection with the 1998
Acquisitions.............................................. (13,327)
Repayments on AIMCO's credit facilities and other
indebtedness with proceeds from the 1998 Dispositions and
the 1998 Stock Offerings.................................. 20,113
--------
$ (1,247)
========
</TABLE>

(L) Represents adjustments to interest expense related to the assumption of
mortgage debt in connection with the Probable Purchases.

(M) Represents income related to limited partners in consolidated
partnerships acquired in connection with the 1997 Property Acquisitions
and the 1998 Property Acquisitions.

106
<PAGE> 114

(N) Represents the reduction in AIMCO's earnings in unconsolidated
partnerships as a result of the consolidation of additional partnerships
resulting from additional ownership acquired through tender offers.

(O) Represents incremental depreciation related to the real estate assets
purchased in connection with the Ambassador Merger. Buildings and
improvements are depreciated on the straight-line method over a period of
30 years, and furniture and fixtures are depreciated on the straight-line
method over a period of 5 years.

(P) Decrease results from identified historical costs of certain items which
will be eliminated or reduced as a result of the Ambassador Merger, as
follows:

<TABLE>
<S> <C>
Duplication of public company expenses...................... $ 724
Reduction in salaries and benefits.......................... 4,197
Merger related costs........................................ 524
Other....................................................... 1,947
------
$7,392
======
</TABLE>

The reduction in salaries and benefits is pursuant to a restructuring
plan, approved by AIMCO senior management, assuming that the Ambassador
Merger had occurred on January 1, 1997 and that the restructuring plan
was completed on January 1, 1997. The restructuring plan specifically
identifies all significant actions to be taken to complete the
restructuring plan, including the reduction of personnel, job functions,
location and date of completion.

(Q) Represents the decrease in interest expense of $3,612 related to the
repayment of the Ambassador revolving lines of credit upon consummation
of the Ambassador Merger, offset by an increase in interest expense of
$3,833 related to borrowings under AIMCO's credit facilities.

(R) Represents elimination of minority interest in Jupiter-I, L.P. resulting
from the redemption of limited partnership interests not owned by
Ambassador in connection with the Ambassador Merger.

(S) Represents incremental depreciation related to the consolidated real
estate assets purchased in connection with the IFG Merger, based on
AIMCO's new basis resulting from the allocation of the purchase price of
IFG. Buildings and improvements are depreciated on the straight-line
method over a period of 20 years, and furniture and fixtures are
depreciated on the straight-line method over a period of 5 years.

(T) Represents incremental depreciation and amortization of the tangible and
intangible assets related to the property management business of IFG,
based on AIMCO's new basis resulting from the allocation of the purchase
price of IFG, including amortization of property management contracts of
$36,112, amortization of goodwill of $11,009, and depreciation of
furniture, fixtures, and equipment of $3,753, less IFG's historical
depreciation and amortization of $16,465. Property management contracts
are amortized using the straight-line method over a period of three
years. Furniture, fixtures, and equipment are depreciated using the
straight-line method over a period of three years. Goodwill is amortized
using the straight-line method over 20 years.

107
<PAGE> 115

(U) In connection with the IPLP Exchange, IPLP received approximately 10.2
million OP Units in exchange for the transfer of the economic rights to a
substantial portion of its assets to the AIMCO Operating Partnership, and
the AIMCO Operating Partnership assumed all of IPT's obligations relating
to the assets. Distributions of $7,008 for these OP Units related to the
minority holders. This adjustment represents these distributions, offset
by the elimination of the historical minority interest in IPT of $1,552.

(V) Represents amortization related to the increased basis in investment in
real estate partnerships, as a result of the allocation of the purchase
price of IFG and the IPLP Exchange, based on an estimated average life of
20 years.

(W) Represents the reversal of IFG's income tax provision.

(X) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

(Y) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations of IFG, based on AIMCO's new basis resulting from
the allocation of the purchase price of IFG.

(Z) Represents interest income of $3,825 earned on notes payable of $45,000
to AIMCO issued as consideration for certain assets and liabilities sold
to the Unconsolidated Subsidiaries by AIMCO, net of the elimination of
AIMCO's share of the related interest expense of $3,634 reflected on the
equity in earnings of the Unconsolidated Subsidiaries.

(AA) Represents AIMCO's equity in earnings of the Unconsolidated Subsidiaries.

(BB) Represents adjustments to Minority Interest in AIMCO Operating
Partnership assuming the Completed Transactions, the NHP Transactions,
the Ambassador Merger, the IFG Merger and the Merger had occurred as of
January 1, 1997. On a pro forma basis, without giving effect to the NHP
Transactions, the Ambassador Merger, the IFG Merger and the Merger as of
December 31, 1997, the minority interest percentage is approximately
17.4%. On a pro forma basis, without giving effect to the Ambassador
Merger, the IFG Merger, and the Merger as of December 31, 1997, the
minority interest percentage is approximately 14.8%. On a pro forma
basis, without giving effect to the IFG Merger and the Merger, as of
December 31, 1997, the minority interest percentage is approximately
13.1%. On a pro forma basis, giving effect to the Completed Transactions,
the NHP Transactions, the Ambassador Merger, the IFG Merger and the IPLP
Exchange, as of December 31, 1997, the minority interest percentage is
approximately 11.4%.

108
<PAGE> 116

(CC) The following table presents the net impact to pro forma net loss
applicable to holders of shares of AIMCO Common Stock and net loss per
share of AIMCO Common Stock assuming the interest rate per annum
increases by 0.25%:

<TABLE>
<S> <C>
Increase in interest expense...................... $ 902
========
Income before minority interest in AIMCO Operating
Partnership.................................... $ (980)
Minority interest in AIMCO Operating
Partnership.................................... 4,798
--------
Net income........................................ $ 3,818
========
Net loss attributable to common stockholders...... $(37,356)
========
Basic loss per share.............................. $ (0.68)
========
Diluted loss per share............................ $ (0.68)
========
</TABLE>

(DD) Represents the net income attributable to holders of the Class B
Preferred Stock, the Class C Preferred Stock, the Class D Preferred
Stock, the Class G Preferred Stock, the Class H Preferred Stock and the
Class J Preferred Stock as if these stock offerings had occurred as of
January 1, 1997.

(EE) Represents AIMCO's equity in earnings in the Unconsolidated Subsidiaries
of $(2,139), plus the elimination of intercompany interest expense of
$8,384. The combined Pro Forma Statement of Operations of the
Unconsolidated Subsidiaries for the year ended December 31, 1997 is
presented below, which represents the effects of the Ambassador Merger,
the NHP Merger, the NHP Reorganization, the IFG Merger, and the IFG
Reorganization as if these transactions had occurred as of January 1,
1997.

109
<PAGE> 117

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (PRE-MERGER)

FOR THE YEAR ENDED DECEMBER 31, 1997

(IN THOUSANDS)

<TABLE>
<CAPTION>
REORGANIZATION IFG
HISTORICAL(i) ADJUSTMENTS(ii) REORGANIZATION(iii) PRO FORMA
------------- --------------- ------------------- ---------
<S> <C> <C> <C> <C>
Rental and other property
revenues................ $ 6,194 $ 6,371(iv) $ -- $ 12,565
Property operating
expenses................ (3,355) (3,531)(iv) -- (6,886)
Owned property management
expense................. (147) (478)(iv) -- (625)
Depreciation expense...... (1,038) (767)(iv) -- (1,805)
-------- -------- -------- --------
Income from property
operations.............. 1,654 1,595 -- 3,249
-------- -------- -------- --------
Management fees and other
income.................. 23,776 41,992(v) 74,404(x) 140,172
Management and other
expenses................ (11,733) (20,403)(v) (49,236)(x) (81,372)
Amortization.............. (3,726) (4,017)(v) (28,355)(xi) (36,098)
-------- -------- -------- --------
Income from service
company................. 8,317 17,572 (3,187) 22,702
General and administrative
expense................. -- (6,573)(v) (6,392)(x) (12,965)
Interest expense.......... (6,058) (5,849)(vi) (3,825)(xii) (15,732)
Interest income........... 1,001 (148)(v) -- 853
Minority interest in other
partnerships............ (2,819) 2,198 (viii) -- (621)
Equity in losses of
unconsolidated
partnerships............ (1,028) 1,028(iv) -- --
Equity in earnings of
Unconsolidated
Subsidiaries............ 2,943 (2,943)(vii) -- --
-------- -------- -------- --------
Income (loss) from
operations.............. 4,010 6,880 (13,404) (2,514)
Income tax provision...... (1,902) (3,013)(ix) 5,177 (xiii) 262
-------- -------- -------- --------
Net income (loss)......... $ 2,108 $ 3,867 $ (8,227) $ (2,252)
======== ======== ======== ========
Income attributable to
preferred
stockholders............ $ 2,003 $ 3,673 $ (7,815) $ (2,139)
======== ======== ======== ========
Income (loss) attributable
to common
stockholders............ $ 105 $ 194 $ (412) $ (113)
======== ======== ======== ========
</TABLE>

- -------------------------

(i) Represents the historical results of operations of the Unconsolidated
Subsidiaries for the year ended December 31, 1997.

(ii) Represents adjustments related to the NHP Reorganization, which includes
the sale or contribution of 14 properties containing 2,725 apartment units
from the

110
<PAGE> 118

unconsolidated partnerships to the Unconsolidated Subsidiaries, as well as
the sale or contribution of 12 properties containing 2,905 apartment units
from the Unconsolidated Subsidiaries to the Unconsolidated Partnership.

(iii) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, AIMCO contributed or sold to the Unconsolidated
Subsidiaries certain assets and liabilities of IFG, primarily related to
the management operations owned by IFG. The adjustments reflect the
related revenues and expenses primarily related to the management
operations owned by IFG, with additional amortization recorded related to
AIMCO's new basis resulting from the allocation of the purchase price of
IFG.

(iv) Represents adjustments for the historical results of operations of the 14
real estate properties contributed or sold to the Unconsolidated
Subsidiaries, offset by the historical results of operations of the 12
real estate properties contributed or sold to the Unconsolidated
Partnership, with additional depreciation recorded related to AIMCO's new
basis resulting from the allocation of purchase price of NHP and the NHP
Real Estate Companies.

(v) Represents adjustments to reflect income and expenses associated with
certain assets and liabilities of NHP contributed or sold to the
Unconsolidated Subsidiaries.

(vi) Represents adjustments of $6,058 to reverse the historical interest
expense of the Unconsolidated Subsidiaries, which resulted from its
original purchase of NHP Common Stock, offset by $2,622 related to the
contribution or sale of the 14 real estate properties, $4,285 related to
assets and liabilities transferred from AIMCO to the Unconsolidated
Subsidiaries and $5,000 related to a note payable to AIMCO.

(vii) Represents the reversal of the historical equity in earnings of NHP for
the period in which NHP was not consolidated by the Unconsolidated
Subsidiaries.

(viii) Represents the minority interest in the operations of the 14 real estate
properties.

(ix) Represents the estimated Federal and state tax provisions, which are
calculated on the pro forma operating results of the Unconsolidated
Subsidiaries, excluding amortization of goodwill which is not deductible
for tax purposes.

(x) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

(xi) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations of IFG, based on AIMCO's new basis resulting from
the allocation of the purchase price of IFG.

(xii) Represents adjustment for interest expense related to a note payable to
AIMCO.

(xiii) Represents the estimated Federal and state tax provisions, which are
calculated on the pro forma operating results of the Unconsolidated
Subsidiaries, excluding amortization of goodwill, which is not deductible
for tax purposes.

111
<PAGE> 119

AIMCO

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (PRE-MERGER)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS AMBASSADOR IFG
AND PROBABLE AMBASSADOR PURCHASE PRICE IFG AS MERGER
HISTORICAL(A) PURCHASES(B) HISTORICAL(C) ADJUSTMENTS(D) ADJUSTED(E) ADJUSTMENTS(F)
------------- --------------- ------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Rental and other property
revenues..................... $ 265,700 $15,396(H)
11,065(I) $ 35,480 $ -- $ 8,126 $ --
Property operating expenses.... (101,600) (6,995)(H)
(4,866)(I) (14,912) -- (2,585) --
Owned property management
expense...................... (7,746) (548)(H)
(581)(I) -- -- -- --
Depreciation................... (59,792) (3,309)(H)
(2,168)(I) (7,270) (1,420)(M) (904) (1,273)(Q)
--------- ------- -------- ------- -------- --------
Income from property
operations................... 96,562 7,994 13,298 (1,420) 4,637 (1,273)
--------- ------- -------- ------- -------- --------
Management fees and other
income....................... 13,968 -- -- -- 71,155 --
Management and other
expenses..................... (8,101) -- -- -- (41,477) --
Corporate overhead
allocation................... (196) -- -- -- -- --
Amortization................... (3) -- -- -- (13,986) (24,244)(R)
--------- ------- -------- ------- -------- --------
Income from service company
business..................... 5,668 -- -- -- 15,692 (24,244)
--------- ------- -------- ------- -------- --------
General and administrative
expenses..................... (7,444) -- (5,278) 5,278(N) (61,386) 45,823(S)
Interest expense............... (56,756) 3,625(J)
(3,662)(K) (10,079) 145(O) (24,871) --
Interest income................ 18,244 (1) -- 22,501 --
Minority interest in other
partnerships................. (1,052) 537(L) (252) 252(P) (14,159) 229(T)
Equity in losses of
unconsolidated
partnerships................. (5,078) -- (71) -- 13,492 (14,304)(U)
Equity in earnings of
unconsolidated
subsidiaries................. 8,413 -- -- -- -- --
Amortization of goodwill....... (5,071) -- -- -- -- --
--------- ------- -------- ------- -------- --------
Income (loss) from
operations................... 53,486 8,493 (2,382) 4,255 (44,094) 6,231
Income tax provision........... -- -- -- -- 1,180 (1,180)(V)
Gain on dispositions of
property..................... 2,783 (2,783) -- -- 6,576 (6,576)
--------- ------- -------- ------- -------- --------
Income before minority interest
in AIMCO Operating
Partnership.................. 56,269 5,710 (2,382) 4,255 (36,338) (1,525)
Minority interest in AIMCO
Operating Partnership........ (4,425) (21)(AA) -- 298(AA) -- 3,887(AA)
--------- ------- -------- ------- -------- --------
Net income (loss).............. 51,844 5,689 (2,382) 4,553 (36,338) 2,362
Income attributable to
preferred stockholders....... 16,320 14,594 -- -- -- --
--------- ------- -------- ------- -------- --------
Income (loss) attributable to
common stockholders.......... $ 35,524 $(8,905) $ (2,382) $ 4,553 $(36,338) $ 2,362
========= ======= ======== ======= ======== ========
Basic earnings (loss) per
share........................ $ 0.80
=========
Diluted earnings (loss) per
share........................ $ 0.79
=========
Weighted average shares
outstanding.................. 44,562
=========
Weighted average shares and
equivalents outstanding...... 44,765
=========

IFG
REORGANIZATION
ADJUSTMENTS(G) PRO FORMA
-------------- ---------
<S> <C> <C>
Rental and other property
revenues.....................
$ -- $335,767
Property operating expenses....
-- (130,958)
Owned property management
expense......................
-- (8,875)
Depreciation...................
-- (76,136)
-------- --------
Income from property
operations................... -- 119,798
-------- --------
Management fees and other
income....................... (56,211)(W) 28,912
Management and other
expenses..................... 35,192(W) (14,386)
Corporate overhead
allocation................... -- (196)
Amortization................... 21,266(X) (16,967)
-------- --------
Income from service company
business..................... 247 (2,637)
-------- --------
General and administrative
expenses..................... 13,800(W) (9,207)
Interest expense...............
-- (91,598)(BB)
Interest income................ 143(Y) 40,887
Minority interest in other
partnerships................. -- (14,445)
Equity in losses of
unconsolidated
partnerships................. -- (5,961)
Equity in earnings of
unconsolidated
subsidiaries................. (6,875)(Z) 1,538(DD)
Amortization of goodwill....... -- (5,071)
-------- --------
Income (loss) from
operations................... 7,315 33,304
Income tax provision........... -- --
Gain on dispositions of
property..................... -- --
-------- --------
Income before minority interest
in AIMCO Operating
Partnership.................. 7,315 33,304
Minority interest in AIMCO
Operating Partnership........ -- (261)(AA)
-------- --------
Net income (loss).............. 7,315 33,043(BB)
Income attributable to
preferred stockholders....... -- 30,914(CC)
-------- --------
Income (loss) attributable to
common stockholders.......... $ 7,315 $ 2,129(BB)
======== ========
Basic earnings (loss) per
share........................ $ 0.04(BB)
========
Diluted earnings (loss) per
share........................ $ 0.04(BB)
========
Weighted average shares
outstanding.................. 56,323
========
Weighted average shares and
equivalents outstanding...... 56,988
========
</TABLE>

112
<PAGE> 120

- -------------------------

(A) Represents AIMCO's unaudited consolidated results of operations for the
nine months ended September 30, 1998.

(B) Represents adjustments to reflect the following as if they had occurred
on January 1, 1998: (i) the 1998 Stock Offerings; (ii) the 1998
Acquisitions; (iii) the Probable Purchases; and (iv) the 1998
Dispositions.

(C) Represents the unaudited historical statement of operations of Ambassador
for the four months ended April 30, 1998. Certain reclassifications have
been made to Ambassador's historical Statement of Operations to conform
to AIMCO's Statement of Operations presentation.

(D) Represents the following adjustments occurring as a result of the
Ambassador Merger: (i) the incremental depreciation of the purchase
price adjustment related to real estate; (ii) the reduction in personnel
costs, primarily severance costs, pursuant to a restructuring plan; (iii)
the reduction of interest expense resulting from the net reduction of
debt; and (iv) the elimination of the minority interest associated with
Jupiter-I, L.P.

(E) Represents adjustments to reflect the IFG Merger, the AMIT Merger, and
the spin-off of the common stock of New Insignia as if these transactions
had occurred on January 1, 1998. These adjustments are detailed, as
follows:

<TABLE>
<CAPTION>
IFG AMIT NEW INSIGNIA IFG
HISTORICAL(I) MERGER(II) SPIN-OFF(III) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Rental and other property
revenues........................ $ 7,566 $ 560 $ -- $ 8,126
Property operating expenses....... (2,585) -- -- (2,585)
Depreciation...................... (904) -- -- (904)
--------- ------ --------- --------
Income from property operations... 4,077 560 -- 4,637
--------- ------ --------- --------
Management fees and other
income.......................... 311,475 -- (240,320) 71,155
Management and other expenses..... (252,295) -- 210,818 (41,477)
Amortization...................... (26,781) (48) 12,843 (13,986)
--------- ------ --------- --------
Income from service company
business........................ 32,399 (48) (16,659) 15,692
--------- ------ --------- --------
General and administrative
expenses........................ (66,272) (675) 5,561 (61,386)
Interest expense.................. (24,164) -- (707) (24,871)
Interest income/recovery of bad
debt............................ 18,817 4,193 (509) 22,501
Minority interest in other
partnerships.................... (14,159) -- -- (14,159)
Equity in losses of unconsolidated
partnerships.................... 12,169 -- 1,323 13,492
--------- ------ --------- --------
Income (loss) from operations..... (37,133) 4,030 (10,991) (44,094)
Income tax provision.............. (4,772) -- 5,952 1,180
Gain on disposition of
property/loans.................. 5,888 688 -- 6,576
--------- ------ --------- --------
Item income (loss)................ $ (36,017) $4,718 $ (5,039) $(36,338)
========= ====== ========= ========
</TABLE>

- -------------------------

(i) Represents the unaudited consolidated results of operations of IFG
for the nine months ended September 30, 1998. Certain
reclassifications have been made to IFG's historical statement of
operations to conform to AIMCO's statement of operations
presentation.

113
<PAGE> 121

(ii) Represents the historical statement of operations of AMIT, as well
as pro forma adjustments related to the AMIT Merger. The AMIT
Merger closed prior to the IFG Merger.

(iii) Represents the distribution of two shares of New Insignia common
stock for each three shares of IFG common stock to holders of IFG
common stock.

(F) Represents the following adjustments occurring as a result of the IFG
Merger and the IPLP Exchange: (i) the incremental depreciation of the
purchase price adjustment related to consolidated real estate and
investments in real estate partnerships; (ii) the amortization of
goodwill and property management contracts resulting from the IFG Merger;
(iii) the increase in interest expense resulting from the net increase in
debt; and (iv) the elimination of the income tax provision.

(G) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, AIMCO contributed or sold to the combined
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily management contracts and related working capital assets and
liabilities related to IFG's third party management operations. The
adjustments reflect the related revenues and expenses primarily related
to the management operations owned by IFG, with additional amortization
recorded related to AIMCO's new basis resulting from the allocation of
the purchase price of IFG.

(H) Represents adjustments to reflect the 1998 Acquisitions, less the 1998
Dispositions as if they had occurred on January 1, 1998. These pro forma
operating results are based on historical results of the properties,
except for depreciation, which is based on AIMCO's investment in the
properties.

These adjustments are as follows:

<TABLE>
<CAPTION>
1998 1998
ACQUISITIONS DISPOSITIONS TOTAL
------------ ------------ -------
<S> <C> <C> <C>
Rental and other property revenues...... $16,347 $(951) $15,396
Property operating expense.............. (7,371) 376 (6,995)
Owned property management expense....... (585) 37 (548)
Depreciation............................ (3,402) 93 (3,309)
</TABLE>

(I) Represents adjustments to reflect the Probable Purchases as if they had
occurred on January 1, 1998. These pro forma operating results are based
on historical results of the properties, except for depreciation, which
is based on AIMCO's investment in the properties.

(J) Represents adjustments to interest expense for the following:

<TABLE>
<S> <C>
Borrowings on AIMCO's credit facilities and other loans and
mortgages assumed in connection with the 1998
Acquisitions............................................. $(6,701)
Repayments on AIMCO's credit facilities and other
indebtedness with proceeds from the 1998 Dispositions and
the 1998 Stock Offerings................................. 10,326
-------
$ 3,625
=======
</TABLE>

114
<PAGE> 122

(K) Represents adjustments to interest expense related to the assumption of
mortgage debt in connection with the probable purchases.

(L) Represents income related to limited partners in consolidated
partnerships acquired in connection with the 1998 Acquisitions.

(M) Represents incremental depreciation related to the real estate assets
purchased in connection with the Ambassador Merger. Buildings and
improvements are depreciated on the straight-line method over a period of
30 years, and furniture and fixtures are depreciated on the straight-line
method over a period of 5 years.

(N) Decrease results from identified historical costs of certain items which
will be eliminated or reduced as a result of the Ambassador Merger, as
follows:

<TABLE>
<S> <C>
Duplication of public company expenses...................... $ 355
Reduction in salaries and benefits.......................... 2,482
Merger related costs........................................ 1,212
Other....................................................... 1,229
------
$5,278
======
</TABLE>

The reduction in salaries and benefits is pursuant to a restructuring
plan, approved by AIMCO senior management, assuming that the Ambassador
Merger had occurred on January 1, 1998 and that the restructuring plan
was completed on January 1, 1998. The restructuring plan specifically
identifies all significant actions to be taken to complete the
restructuring plan, including the reduction of personnel, job functions,
location and date of completion.

(O) Represents the decrease in interest expense of $1,480 related to the
repayment of the Ambassador revolving lines of credit upon consummation
of the Ambassador Merger, offset by an increase in interest expense of
$1,335 related to borrowings under the AIMCO line of credit.

(P) Represents elimination of minority interest in Jupiter-I, L.P. resulting
from the redemption of limited partnership interests not owned by
Ambassador in connection with the Ambassador Merger.

(Q) Represents incremental depreciation related to the consolidated real
estate assets purchased in connection with the IFG Merger, based on
AIMCO's new basis resulting from the allocation of the purchase price of
IFG. Buildings and improvements are depreciated on the straight-line
method over a period of 20 years, and furniture and fixtures are
depreciated on the straight-line method over a period of 5 years.

(R) Represents incremental depreciation and amortization of the tangible and
intangible assets related to the property management business of IFG,
based on AIMCO's new basis resulting from the allocation of the purchase
price of IFG, including amortization of property management contracts of
$27,084, amortization of goodwill of $8,256, and depreciation of
furniture, fixtures, and equipment of $2,842, less IFG's historical
depreciation and amortization of $13,938. Property management contracts
are amortized using the straight-line method over a period of three
years. Furniture, fixtures, and equipment are depreciated using the
straight-line method

115
<PAGE> 123

over a period of three years. Goodwill is amortized using the
straight-line method over 20 years.

(S) Represents the elimination of merger related expenses recorded by IFG
during the nine months ended September 30, 1998. In connection with the
IFG Merger, certain IFG executives will receive one-time lump-sum
payments in connection with the termination of their employment and
option agreements. The total of these lump sum payments is estimated to
be approximately $50,000.

(T) In connection with the IPLP Exchange, IPLP received approximately 10.2
million OP Units in exchange for the transfer of the economic rights to a
substantial portion of its assets to the AIMCO Operating Partnership, and
the AIMCO Operating Partnership assumed all of IPLP's obligations
relating to the assets. Distributions of $6,393 for these OP Units
related to the minority holders. This adjustment represents these
distributions, offset by the elimination of the historical minority
interest in IPT of $6,622.

(U) Represents amortization related to the increased basis in investment in
real estate partnerships, as a result of the allocation of the purchase
price of IFG and the IPLP Exchange, based on an estimated average life of
20 years.

(V) Represents the reversal of IFG's income tax provision.

(W) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

(X) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations of IFG, based on AIMCO's new basis resulting from
the allocation of the purchase price of IFG.

(Y) Represents interest income of $2,861 earned on notes payable of $45,000
to AIMCO issued as consideration for certain assets and liabilities sold
to the Unconsolidated Subsidiaries of AIMCO, net of the elimination of
AIMCO's share of the related interest expense of $2,718 reflected in the
equity in earnings of the Unconsolidated Subsidiaries.

(Z) Represents AIMCO's equity in earnings of the Unconsolidated Subsidiaries.

(AA) Represents adjustments to Minority Interest in the AIMCO Operating
Partnership assuming the Completed Transactions, the Ambassador Merger,
the IFG Merger and the IPT Merger had occurred as of January 1, 1997. On
a pro forma basis, without giving effect to the Ambassador Merger, the
IFG Merger and the IPT Merger, as of September 30, 1998, the minority
interest percentage is approximately 14.3%. On a pro forma basis, without
giving effect to the IFG Merger and the Merger, as of September 30, 1998,
the minority interest percentage is approximately 12.6%. On a pro forma
basis, giving effect to the Completed Transactions, the Ambassador
Merger, the IFG Merger and the IPLP Exchange, as of September 30, 1998,
the minority interest percentage is approximately 10.9%.

116
<PAGE> 124

(BB) The following table presents the net impact to pro forma net income
applicable to holders of shares of AIMCO Common Stock and net income per
share of AIMCO Common Stock assuming the interest rate per annum
increases by 0.25%:

<TABLE>
<S> <C>
Increase in interest........................................ $ 674
=======
Income before minority interest in AIMCO Operating
Partnership............................................... $32,630
Minority interest in AIMCO Operating Partnership............ (187)
-------
Net income.................................................. $32,443
=======
Net income attributable to common stockholders.............. $ 1,529
=======
Basic loss per share........................................ $ 0.03
=======
Diluted loss per share...................................... $ 0.03
=======
</TABLE>

(CC) Represents the net income attributable to holders of the Class B
Preferred Stock, the Class C Preferred Stock, the Class D Preferred Stock
the Class G Preferred Stock, the Class H Preferred Stock and the Class J
Preferred Stock as if these stock offerings had occurred as of January 1,
1997.

(DD) Represents AIMCO's equity in earnings in the Unconsolidated Subsidiaries
of $(1,180) plus the elimination of intercompany interest of $2,718. The
combined Pro Forma Statement of Operations of the Unconsolidated
Subsidiaries for the nine months ended September 30, 1998 is presented
below, which represents the effects of the Ambassador Merger, the IFG
Merger and the IFG Reorganization as if these transactions had occurred
as of January 1, 1997.

117
<PAGE> 125

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (PRE-MERGER)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

(IN THOUSANDS)

<TABLE>
<CAPTION>
IFG
HISTORICAL(i) REORGANIZATION(ii) PRO FORMA
------------- ------------------ ---------
<S> <C> <C> <C>
Rental and other property revenues.... $ 9,910 $ -- $ 9,910
Property operating expense............ (5,139) -- (5,139)
Owned property management expense..... (345) -- (345)
Depreciation expense.................. (1,026) -- (1,026)
-------- -------- --------
Income from property operations....... 3,400 -- 3,400
-------- -------- --------
Management fees and other income...... 57,665 56,211(iii) 113,876
Management and other expenses......... (36,221) (35,192)(iii) (71,413)
Amortization.......................... (2,111) (21,266)(iv) (23,377)
-------- -------- --------
Income from service company........... 19,333 (247) 19,086
General and administrative expense.... -- (13,800)(iii) (13,800)
Interest expense...................... (6,931) (2,861)(v) (9,792)
Interest income....................... 617 -- 617
Minority interest in other
partnerships........................ (526) -- (526)
-------- -------- --------
Income (loss) from operations......... 15,893 (16,908) (1,015)
Income tax provision.................. (7,037) 6,810(vi) (227)
-------- -------- --------
Net income (loss)..................... $ 8,856 $(10,098) $ (1,242)
======== ======== ========
Income (loss) attributable to
preferred stockholders.............. $ 8,413 $ (9,593) $ (1,180)
======== ======== ========
Income (loss) attributable to common
stockholders........................ $ 443 $ (505) $ (62)
======== ======== ========
</TABLE>

- -------------------------

(i) Represents the Unconsolidated Subsidiaries historical consolidated
results of operations.

(ii) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, AIMCO contributed or sold to the combined
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily related to the management operations owned by IFG. The
adjustments reflect the related revenues and expenses primarily related
to the management operations owned by IFG, with additional amortization
recorded related to AIMCO's new basis resulting from the allocation of
the purchase price of IFG.

(iii) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

118
<PAGE> 126

(iv) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment contributed or sold to
the Unconsolidated Subsidiaries, primarily related to the management
operations of IFG, based on AIMCO's new basis resulting from the
allocation of the purchase price of IFG.

(v) Represents adjustment for interest expense related to a note payable to
AIMCO.

(vi) Represents the estimated Federal and state tax provisions, which are
calculated on the pro forma operating results of the Unconsolidated
Subsidiaries, excluding amortization of goodwill, which is not deductible
for tax purposes.

119
<PAGE> 127

PRO FORMA FINANCIAL INFORMATION OF AIMCO (MERGER)

Introduction

On December 7, 1998, AIMCO and IPT signed the Merger Agreement whereby
AIMCO will acquire IPT for $13.25 in cash per IPT Common Share or $13.28 in
AIMCO Common Stock per IPT Common Share, at AIMCO's option, subject to
adjustment. AIMCO currently owns 51% of the outstanding IPT Common Shares.

The following Pro Forma Consolidated Balance Sheet (Merger) of AIMCO as of
September 30, 1998 has been prepared as if each of the following transactions
had occurred as of September 30, 1998: (i) all of the transactions discussed in
the Pro Forma Financial Statements (Pre-Merger), appearing elsewhere herein; and
(ii) the Merger.

The following Pro Forma Consolidated Statement of Operations (Merger) of
AIMCO for the year ended December 31, 1997 has been prepared as if each of the
following transactions had occurred as of January 1, 1997: (i) all of the
transactions discussed in the Pro Forma Financial Statements (Pre-Merger),
appearing elsewhere herein; and (ii) the Merger.

The following Pro Forma Consolidated Statement of Operations (Merger) of
AIMCO for the nine months ended September 30, 1998 has been prepared as if each
of the following transactions had occurred as of January 1, 1997: (i) all of the
transactions discussed in the Pro Forma Financial Statements (Pre-Merger),
appearing elsewhere herein; and (ii) the Merger.

The following Pro Forma Financial Information of AIMCO (Merger) is based,
in part, on: (i) the audited Consolidated Financial Statements of IFG for the
year ended December 31, 1997 and (ii) the unaudited Consolidated Financial
Statements of IFG for the nine months ended June 30, 1998. The following Pro
Forma Financial Information of AIMCO (Merger) is also based, in part, on the Pro
Forma Financial Information of AIMCO (Pre-Merger), included elsewhere herein.
Such pro forma information is based in part upon: (i) the audited Consolidated
Financial Statements of Ambassador for the year ended December 31, 1997; (ii)
the audited Consolidated Financial Statements of AIMCO for the year ended
December 31, 1997; (iii) the audited Consolidated Financial Statements of IFG
for the year ended December 31, 1997; (iv) the audited Consolidated Financial
Statements of AMIT for the year ended December 31, 1997; (v) the unaudited
Consolidated Financial Statements of Ambassador for the four months ended April
30, 1998; (vi) the unaudited Consolidated Financial Statements of AIMCO for the
six months ended June 30, 1998; (vii) the unaudited Consolidated Financial
Statements of IFG for the six months ended June 30, 1998; (viii) the unaudited
Consolidated Financial Statements of AMIT for the six months ended June 30,
1998; and (ix) the historical financial statements for certain properties and
companies acquired by AIMCO filed in AIMCO Current Reports on Form 8-K, dated
April 16, 1997, May 5, 1997, June 3, 1997, September 19, 1997, October 15, 1997,
December 1, 1997 and November 2, 1998. The following Pro Forma Financial
Information (Merger) should be read in conjunction with such financial
statements and notes thereto.

The unaudited Pro Forma Financial Information of AIMCO (Merger) has been
prepared using the purchase method of accounting whereby the assets and
liabilities of IPT

120
<PAGE> 128

are adjusted to estimated fair market value, based upon preliminary estimates,
which are subject to change as additional information is obtained. The
allocations of purchase costs are subject to final determination based upon
estimates and other evaluations of fair market value. Therefore, the allocations
reflected in the following unaudited Pro Forma Financial Information of AIMCO
(Merger) may differ from the amounts ultimately determined.

The unaudited Pro Forma Financial Information of AIMCO (Merger) has been
prepared under the assumption that AIMCO will issue stock as consideration for
the shares of IPT stock purchased.

The following unaudited Pro Forma Financial Information of AIMCO (Merger)
is presented for informational purposes only and is not necessarily indicative
of the financial position or results of operations of AIMCO that would have
occurred if such transactions had been completed on the dates indicated, nor
does it purport to be indicative of future financial positions or results of
operations. In the opinion of AIMCO's management, all material adjustments
necessary to reflect the effects of these transactions have been made.

121
<PAGE> 129

AIMCO

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (MERGER)

AS OF SEPTEMBER 30, 1998

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
PRE-MERGER IPT MERGER AIMCO
PRO FORMA(A) ADJUSTMENTS(B) PRO FORMA
------------ -------------- ----------
<S> <C> <C> <C>
Real estate......................................... $2,539,582 $ -- $2,539,582
Property held for sale.............................. 42,212 -- 42,212
Investments in securities........................... -- -- --
Investments in and notes receivable from
unconsolidated subsidiaries....................... 200,779 -- 200,779(D)
Investments in and notes receivable from
unconsolidated partnerships....................... 874,060 -- 874,060
Notes receivable.................................... 20,916 -- 20,916
Cash and cash equivalents........................... 98,848 -- 98,848
Restricted cash..................................... 84,526 -- 84,526
Accounts receivable................................. 15,892 -- 15,892
Deferred financing costs............................ 21,835 -- 21,835
Goodwill............................................ 340,693 46,429(C) 387,122
Property management contracts....................... 34,639 -- 34,639
Other assets........................................ 72,324 -- 72,324
---------- --------- ----------
Total Assets............................... $4,346,306 $ 46,429 $4,392,735
========== ========= ==========
Secured notes payable............................... $ 872,746 $ -- $ 872,746
Secured tax-exempt bond financing................... 399,925 -- 399,925
Secured short-term financing........................ 332,691 -- 332,691
Unsecured short-term financing...................... 22,420 -- 22,420
Accounts payable, accrued and other liabilities..... 310,651 3,350(C) 314,001
Security deposits and deferred income............... 13,171 -- 13,171
---------- --------- ----------
1,951,604 3,350 1,954,954
Minority interest in other partnerships............. 157,066 (108,485)(C) 48,581
Minority interest in AIMCO Operating Partnership.... 165,391 -- 165,391
Company-obligated mandatorily redeemable convertible
securities of a subsidiary trust.................. 149,500 -- 149,500
Class A common stock, $.01 par value................ 565 45(C) 610
Class B common stock, $.01 par value................ 2 -- 2
Class B Cumulative Convertible Preferred Stock, $.01
par value......................................... 75,000 -- 75,000
Class C Cumulative Preferred Stock, $.01 par
value............................................. 60,000 -- 60,000
Class D Cumulative Preferred Stock, $.01 par
value............................................. 105,000 -- 105,000
Class G Cumulative Preferred Stock, $.01 par
value............................................. 101,250 -- 101,250
Class H Cumulative Preferred Stock, $.01 par
value............................................. 50,000 -- 50,000
Class J Cumulative Convertible Preferred Stock, $.01
par value......................................... 100,000 -- 100,000
Additional paid in capital.......................... 1,538,096 151,519(C) 1,689,615
Notes receivable on common stock purchases.......... (43,647) -- (43,647)
Distributions in excess of earnings................. (63,521) (63,521)
---------- --------- ----------
1,922,745 151,564 2,074,309
---------- --------- ----------
Total Liabilities and Equity............... $4,346,306 $ 46,429 $4,392,735
========== ========= ==========
</TABLE>

122
<PAGE> 130

(A) Represents AIMCO's pro forma consolidated financial position as of
September 30, 1998, which gives effect to (i) the purchase of eight
properties for an aggregate purchase price of $50 million; (ii) the Class G
Preferred Stock Offering; (iii) the Class H Preferred Stock Offering; (iv)
the Class J Preferred Stock Offering; (v) the Probable Purchases; (vi) the
IFG Merger; (vii) the AMIT Merger; (viii) the IPLP Exchange; and (ix) the
IFG Reorganization. See "Pro Forma Financial Information of AIMCO
(Pre-Merger)."

(B) Represents the following adjustments occurring as a result of the Merger:
(i) the issuance of 4,457,765 shares of AIMCO Common Stock, based on an
AIMCO Exchange Value of $31.50 as consideration for all the IPT Common
Shares not owned by AIMCO as of the date of the Merger; and (ii) the
allocation of the purchase price of IPT based on the preliminary estimates
of relative fair value of the assets and liabilities of IPT.

(C) In connection with the Merger, AIMCO will issue 4,457,765 shares of AIMCO
Common Stock based on an AIMCO Exchange Value of $31.50 as consideration
for all the IPT Common Shares not owned by AIMCO. The total purchase price
of IPT is $151,564.

The purchase price was allocated to the various assets of IPT acquired in
the Merger, as follows:

<TABLE>
<S> <C>
Purchase price.............................................. $ 151,564
Historical basis of IPT assets.............................. (105,135)
---------
Step-up to record the fair value of IPT's assets acquired... $ 46,429
=========
</TABLE>

This step-up was applied to IPT's assets as follows:

<TABLE>
<S> <C>
Goodwill.................................................... $ 46,429
=========
</TABLE>

The fair value of IPT's assets, primarily real estate, was calculated based
on estimated future cash flows of the underlying assets.

Upon completion of the Merger, the minority interest in other partnerships
of $108,485 will be eliminated.

(D) Amount represents notes receivable from the Unconsolidated Subsidiaries of
$95,000, advances to the Unconsolidated Subsidiaries of $42,792, and equity
in the Unconsolidated Subsidiaries of $62,987. There were no pro forma
adjustments to the balance sheet of the Unconsolidated Subsidiaries
(presented below) as a result of the Merger.

123
<PAGE> 131

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (MERGER)

AS OF SEPTEMBER 30, 1998

(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
AIMCO
PRO FORMA
---------
<S> <C>
Real estate................................................. $ 22,376
Cash and cash equivalents................................... 34,816
Restricted cash............................................. 6,859
Management contracts........................................ 121,542
Accounts receivable......................................... 19,740
Deferred financing costs.................................... 3,117
Goodwill.................................................... 43,544
Other assets................................................ 65,665
--------
$317,659
========

LIABILITIES AND STOCKHOLDERS' EQUITY

Secured notes payable....................................... $159,302
Accounts payable, accrued and other liabilities............. 60,167
Security deposits and deferred income....................... 334
Deferred tax liability...................................... 36,652
--------
256,455
Common stock................................................ 3,571
Preferred stock............................................. 62,987
Retained earnings........................................... (3,844)
Notes receivable on common stock purchases.................. (1,510)
--------
61,204
--------
$317,659
========
</TABLE>

124
<PAGE> 132

AIMCO

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
IPT AIMCO
PRE-MERGER MERGER PRO
PRO FORMA(A) ADJUSTMENTS(B) FORMA
------------ -------------- --------
<S> <C> <C> <C>
Rental and other property revenues.................... $ 429,390 $ -- $429,390
Property operating expenses........................... (181,959) -- (181,959)
Owned property management expense..................... (11,760) -- (11,760)
Depreciation.......................................... (93,131) -- (93,131)
--------- ------- --------
Income from property operations....................... 142,540 -- 142,540
--------- ------- --------
Management fees and other income...................... 41,676 -- 41,676
Management and other expenses......................... (23,683) -- (23,683)
Corporate overhead allocation......................... (588) -- (588)
Amortization.......................................... (30,023) (2,321)(C) (32,344)
--------- ------- --------
Income from service company business.................. (12,618) (2,321) (14,939)
Minority interest in service company business......... (10) -- (10)
--------- ------- --------
Company's share of income from service company
business............................................ (12,628) (2,321) (14,949)
--------- ------- --------
General and administrative expenses................... (21,228) -- (21,228)
Interest expense...................................... (98,429) -- (98,429)(F)
Interest income....................................... 21,734 -- 21,734
Minority interest in other partnerships............... (16,489) 7,008(D) (9,481)
Equity in income (losses) of unconsolidated
partnerships........................................ (21,823) -- (21,823)
Equity in earnings of unconsolidated subsidiaries..... 6,245 -- 6,245(H)
--------- ------- --------
Income (loss) before minority interest in AIMCO
Operating Partnership............................... (78) 4,687 4,609
Minority interest in AIMCO Operating Partnership...... 4,696 (812)(E) 3,884(E)
--------- ------- --------
Net Income (Loss)..................................... 4,618 3,875 8,493
Income (loss) allocable to preferred stockholders..... 41,174 -- 41,174(G)
--------- ------- --------
Income (loss) allocable to common stockholders........ $ (36,556) $ 3,875 $(32,681)(F)
========= ======= ========
Basic earnings (loss) per common share................ $ (0.66) $ (0.55)(F)
========= ========
Diluted earnings per common share..................... $ (0.66) $ (0.55)(F)
========= ========
Weighted average shares outstanding................... 55,109 59,567
========= ========
Weighted average shares and equivalents outstanding... 55,953 60,411
========= ========
</TABLE>

125
<PAGE> 133

(A) Represents AIMCO's pro forma consolidated results of operations for the
year ended December 31, 1997, which gives effect to: (i) the 1997 Stock
Offerings; (ii) the 1997 Dispositions; (iii) the 1997 Acquisitions; (iv)
the 1998 Stock Offerings; (v) the 1998 Acquisitions; (vi) the 1998
Disposition; (vii) the NHP Real Estate Companies Purchase; (viii) the NHP
Merger; (ix) the NHP Reorganization; (x) the Ambassador Merger; (xi) the
IFG Merger; (xii) the AMIT Merger; (xiii) the IPLP Exchange; (xiv) the
Probable Purchases; and (xv) the IFG Reorganization. See "Pro Forma
Financial Information of AIMCO (Pre-Merger)."

(B) Represents the following adjustments occurring as a result of the Merger:
(i) the amortization of goodwill resulting from the Merger; and (ii) the
elimination of the minority interest associated with IPT.

(C) Represents amortization of goodwill using the straight-line method over 20
years. The allocation of the purchase price of IPT is preliminary;
therefore the amount and life of goodwill are subject to change as
additional information is obtained and the purchase price allocation is
finalized.

(D) Represents the elimination of the minority interest in IPT resulting from
the Merger.

(E) Represents adjustments to Minority Interest in AIMCO Operating Partnership
assuming the Merger had occurred as of January 1, 1997. On a pro forma
basis, without giving effect to the Merger, as of December 31, 1997, the
minority interest percentage is approximately 11.4%. On a pro forma basis,
giving effect to the Merger, as of December 31, 1997, the minority interest
percentage is approximately 10.6%.

(F) Pursuant to the Merger Agreement, AIMCO may elect to issue stock or pay
cash as consideration in the Merger. Set forth below is a summary of the
pro forma net loss applicable to holders of AIMCO Common Stock and net loss
per share (i) assuming that AIMCO issues shares of AIMCO Common Stock as
consideration for the IPT Common Shares; and (ii) assuming AIMCO elects to
pay all cash as consideration in the Merger. The table below assumes an
interest rate of LIBOR plus 1.75% on all additional borrowings.

<TABLE>
<CAPTION>
STOCK CASH
CONSIDERATION CONSIDERATION
------------- -------------
<S> <C> <C>
Increase in interest expense.......................... $ -- $ 11,266
======== ========
Income (loss) before minority interest in AIMCO
Operating Partnership............................... 4,609 (6,657)
Minority interest in AIMCO Operating Partnership...... 3,884 5,445
-------- --------
Net income (loss)..................................... 8,493 (1,212)
Net loss attributable to common stockholders.......... $(32,681) $(42,386)
======== ========
Basic net loss per share.............................. $ (0.55) $ (0.77)
======== ========
Diluted net loss per share............................ $ (0.55) $ (0.77)
======== ========
</TABLE>

126
<PAGE> 134

Additionally, the following table presents the net impact to pro forma net
loss applicable to holders of AIMCO Common Stock and net loss per common
share assuming the interest rate increases by 0.25%

<TABLE>
<CAPTION>
STOCK CASH
CONSIDERATION CONSIDERATION
------------- -------------
<S> <C> <C>
Increase in interest expense.......................... $ 902 $ 12,546
======== ========
Income (loss) before minority interest in AIMCO
Operating Partnership............................... 3,707 (7,937)
Minority interest in AIMCO Operating Partnership...... 3,980 5,590
-------- --------
Net income (loss)..................................... 7,687 (2,347)
Net loss attributable to common stockholders.......... $(33,487) $(43,521)
======== ========
Basic net loss per share.............................. $ (0.56) $ (0.79)
======== ========
Diluted net loss per share............................ $ (0.56) $ (0.79)
======== ========
</TABLE>

(G) Represents the net income attributable to holders of the AIMCO Class B
Preferred Stock, the AIMCO Class C Preferred Stock, the AIMCO Class D
Preferred Stock, the AIMCO Class G Preferred Stock, the AIMCO Class H
Preferred Stock and the AIMCO Class J Preferred Stock as if these stock
offerings had occurred on January 1, 1997.

(H) Represents AIMCO's equity in losses of unconsolidated subsidiaries of
$(2,139) offset by the elimination of intercompany interest expense of
$8,384. There were no pro forma adjustments to the income statement of the
Unconsolidated Subsidiaries (presented below) as a result of the Merger.

127
<PAGE> 135

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
AIMCO
PRO FORMA
---------
<S> <C>
Rental and other property revenues.......................... $ 12,565
Property operating expenses................................. (6,886)
Owned property management expense........................... (625)
Depreciation................................................ (1,805)
--------
Income from property operations............................. 3,249
--------
Management fees and other income............................ 140,172
Management and other expenses............................... (81,372)
Amortization................................................ (36,098)
--------
Income from service company business........................ 22,702
General and administrative expenses......................... (12,965)
Interest expense............................................ (15,732)
Interest income............................................. 853
Minority interest in other partnerships..................... (621)
--------
Income from operations...................................... (2,514)
Income tax provision........................................ 262
--------
Net loss.................................................... $ (2,252)
========
Loss allocable to preferred stockholders.................... $ (2,139)
========
Loss allocable to common stockholders....................... $ (113)
========
</TABLE>

128
<PAGE> 136

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (MERGER)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRE-MERGER IPT MERGER AIMCO
PRO FORMA(A) ADJUSTMENTS(B) PRO FORMA
------------ -------------- ---------
<S> <C> <C> <C>
Rental and other property revenues................. $ 335,767 $ -- $ 335,767
Property operating expenses........................ (130,958) -- (130,958)
Owned property management expense.................. (8,875) -- (8,875)
Depreciation....................................... (76,136) -- (76,136)
--------- ------- ---------
Income from property operations.................... 119,798 -- 119,798
--------- ------- ---------
Management fees and other income................... 28,912 -- 28,912
Management and other expenses...................... (14,386) -- (14,386)
Corporate overhead allocation...................... (196) -- (196)
Amortization....................................... (16,967) (1,741)(C) (18,708)
--------- ------- ---------
Income from service company business............... (2,637) (1,741) (4,378)
Minority interest in service company business...... -- -- --
--------- ------- ---------
Company's share of income from service company
business......................................... (2,637) (1,741) (4,378)
--------- ------- ---------
General and administrative expenses................ (9,207) -- (9,207)
Interest expense................................... (91,598) -- (91,598)(F)
Interest income.................................... 40,887 -- 40,887
Minority interest in other partnerships............ (14,445) 6,393(D) (8,052)
Equity in losses of unconsolidated partnerships.... (5,961) -- (5,961)
Equity in earnings of unconsolidated
subsidiaries..................................... 1,538 -- 1,538(H)
Amortization of goodwill........................... (5,071) -- (5,071)
--------- ------- ---------
Income before minority interest in AIMCO Operating
Partnership...................................... 33,304 4,652 37,956
Minority interest in AIMCO Operating Partnership... (261) (487)(E) (748)(E)
--------- ------- ---------
Net income......................................... 33,043 4,165 37,208
Income attributable to preferred stockholders...... 30,914 -- 30,914(G)
--------- ------- ---------
Income attributable to common stockholders......... $ 2,129 $ 4,165 $ 6,294(F)
========= ======= =========
Basic earnings per share........................... $ 0.04 $ 0.10(F)
========= =========
Diluted earnings per share......................... $ 0.04 $ 0.10(F)
========= =========
Weighted average shares outstanding................ 56,323 60,781
========= =========
Weighted average shares and equivalents
outstanding...................................... 56,988 61,445
========= =========
</TABLE>

129
<PAGE> 137

(A) Represents AIMCO's pro forma consolidated results of operations for the
nine months ended September 30, 1998, which gives effect to (i) the 1998
Stock Offerings; (ii) the 1998 Acquisitions; (iii) the 1998 Disposition;
(iv) the Ambassador Merger; (v) the IFG Merger; (vi) the AMIT Merger; (vii)
the IPLP Exchange; (viii) the Probable Purchases; and (ix) the IFG
Reorganization. See "Pro Forma Financial Information of AIMCO
(Pre-Merger)."

(D) Represents the elimination of the minority interest in IPT resulting from
the Merger.

(E) Represents adjustments to Minority Interest in the AIMCO Operating
Partnership assuming the Merger had occurred as of January 1, 1998. On a
pro forma basis, without giving effect to the Merger, as of September 30,
1998, the minority interest percentage is approximately 10.9%. On a pro
forma basis, giving effect to the Merger, as of September 30, 1998, the
minority interest percentage is approximately 10.2%.

(G) Pursuant to the Merger Agreement, AIMCO may elect to issue stock or pay
cash as consideration in the Merger. Set forth below is a summary of the
pro forma net income applicable to holders of AIMCO Common Stock and net
income per share (i) assuming that AIMCO issues shares of AIMCO Common
Stock as consideration for the IPT Common Shares; and (ii) assuming that
AIMCO elects to pay all cash as consideration in the Merger. The table
below assumes an interest rate of LIBOR plus 1.75% on all additional
borrowings.

<TABLE>
<CAPTION>
STOCK CASH
CONSIDERATION CONSIDERATION
------------- -------------
<S> <C> <C>
Increase in interest expense........................... $ -- $ 8,426
======= =======
Income before minority interest in AIMCO Operating
Partnership.......................................... 37,956 29,530
Minority interest in AIMCO Operating Partnership....... (748) 151
------- -------
Net income............................................. 37,208 29,681
Net income attributable to common stockholders......... $ 6,294 $(1,233)
======= =======
Basic net income per share............................. $ 0.10 $ (0.02)
======= =======
Diluted net income per share........................... $ 0.10 $ (0.02)
======= =======
</TABLE>

130
<PAGE> 138

Additionally, the following table presents the net impact to pro forma net
income applicable to holders of AIMCO Common Stock and net income per
common share assuming the interest rate increases by 0.25%.

<TABLE>
<CAPTION>
STOCK CASH
CONSIDERATION CONSIDERATION
------------- -------------
<S> <C> <C>
Increase in interest expense........................... $ 674 $ 9,383
======= =======
Income before minority interest in AIMCO Operating
Partnership.......................................... 37,282 28,573
Minority interest in AIMCO Operating Partnership....... (649) 255
------- -------
Net income............................................. 36,633 28,828
Net income attributable to common stockholders......... $ 5,719 $(2,086)
======= =======
Basic net income per share............................. $ 0.09 $ 0.04
======= =======
Diluted net income per share........................... $ 0.09 $ 0.04
======= =======
</TABLE>

(H) Represents the net income attributable to holders of the AIMCO Class B
Preferred Stock, the AIMCO Class C Preferred Stock, the AIMCO Class D
Preferred Stock, the AIMCO Class G Preferred Stock, the AIMCO Class H
Preferred Stock and the AIMCO Class J Preferred Stock as if these stock
offerings had occurred on January 1, 1997.

(I) Represents AIMCO's equity in losses of unconsolidated subsidiaries of
$(1,180) plus the elimination of intercompany interest of $2,718. There
were no pro forma adjustments to the income statement of the Unconsolidated
Subsidiaries (presented below) as a result of the Merger.

131
<PAGE> 139

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (MERGER)
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
AIMCO
PRO FORMA
---------
<S> <C>
Rental and other property revenues.......................... $ 9,910
Property operating expenses................................. (5,139)
Owned property management exp. ............................. (345)
Depreciation expense........................................ (1,026)
--------
Income from property operations............................. 3,400
--------
Management fees and other income............................ 113,876
Management and other expenses............................... (71,413)
Amortization................................................ (23,377)
--------
Income from service company................................. 19,086
--------
General and administrative expense.......................... (13,800)
Interest expense............................................ (9,792)
Interest income............................................. 617
Minority interest in other partnerships..................... (526)
--------
Income from operations...................................... (1,015)
Income tax provision........................................ (227)
--------
Net income.................................................. $ (1,242)
========
Income attributable to preferred stockholders............... $ (1,180)
========
Income attributable to common stockholders.................. $ (62)
========
</TABLE>

132
<PAGE> 140

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF

INSIGNIA PROPERTIES TRUST

The following unaudited pro forma condensed consolidated financial
statements have been prepared from, and should be read in conjunction with, the
historical financial statements and related notes thereto of IPT and AMIT
included elsewhere herein, and are not necessarily indicative of the financial
position or operating results that would have occurred had the transactions
described below been in effect on the dates indicated.

The Unaudited Condensed Consolidated Balance Sheet as of September 30, 1998
gives effect to the AMIT Merger and the IPLP Exchange as if effected at
September 30, 1998.

The Unaudited Pro Forma Condensed Consolidated Statement of Income for the
nine months ended September 30, 1998 and the year ended December 31, 1997 gives
effect to the AMIT Merger and the IPLP Exchange as if effected at January 1,
1997. If the Merger Agreement is terminated, the IPLP Exchange will be unwound
in an effort to put the parties in the same position they were in immediately
before the execution of the Original Merger Agreement. The Unaudited Pro Forma
Condensed Consolidated Statement of Income for the year ended December 31, 1997
also gives effect to (i) completion of the tender offers, commenced on August
28, 1997, by a wholly-owned subsidiary of IPLP, for limited partner interests in
IPT Partnerships, (ii) the completion of the tender offers, commenced on October
30, 1997, by a wholly-owned subsidiary of IPLP, for limited partner interests in
IPT Partnership, (iii) the exercise of the Shelter IV Option (as defined) and
(iv) the acquisitions of additional limited partner in certain IPT Partnerships
from High River, as if effected at January 1, 1997.

133
<PAGE> 141

INSIGNIA PROPERTIES TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1998

(IN THOUSANDS)

<TABLE>
<CAPTION>
IPT PRO FORMA PRO FORMA
HISTORICAL(a) ADJUSTMENTS BALANCE SHEET
------------- ----------- -------------
<S> <C> <C> <C>
ASSETS
Cash.................................. $ 56,085 $ -- $ 56,085
Distributions receivable from real
estate limited partnerships........ 11,135 11,135
Accounts receivable................... 0
Mortgage notes receivable............. 20,916 20,916
Promissory notes receivable........... 508 508
Investments in real estate limited
partnerships....................... 183,072 183,072
Investment in AIMCO Operating
Partnership........................ 386,161(b) 386,161
Apartment property and other real
estate............................. 44,488 44,488
Other assets.......................... 5,907 5,907
-------- -------- --------
Total assets.................. $322,111 $386,161 $708,272
======== ======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Accounts payable -- Due to IFG........ $ 94 $ -- $ 94
Distributions payable -- IFG.......... 1,590 1,590
Distributions payable................. 3,751 3,751
Accrued expenses...................... 3,459 3,459
Non-recourse mortgage notes........... 29,002 29,002
Note payable.......................... 30,000 30,000
IPLP Exchange and assumption
payable............................ 386,161(b) 386,161
-------- -------- --------
Total liabilities............. 67,896 386,161 454,057
Minority interest in Operating
Partnership........................... 58,849 58,849
Shareholders' equity:
Preferred shares, issued and
outstanding, none..................
Common shares, issued and outstanding
23,446,538......................... 235 235
Additional paid-in capital............ 198,025 198,025
Unearned compensation................. (4,974) (4,974)
Accumulated earnings in excess of
distributions...................... 2,080 2,080
-------- -------- --------
Total shareholders' equity.... 195,366 -- 195,366
-------- -------- --------
Total liabilities and
shareholders' equity....... $322,111 $386,161 $708,272
======== ======== ========
</TABLE>

134
<PAGE> 142

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED BALANCE SHEET

The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1998 gives effect to the merger with AMIT and the IPLP Exchange.

PRO FORMA ADJUSTMENTS

(a) The AMIT Merger was consummated on September 17, 1998 and, accordingly,
IPT's historical balance sheet, as of September 30, 1998, gives effect
to the AMIT Merger (together with purchase accounting adjustments).

(b) Represents adjustment to reflect IPLP Exchange.

135
<PAGE> 143

INSIGNIA PROPERTIES TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE INFORMATION)

<TABLE>
<CAPTION>
IPT PRO FORMA
HISTORICAL AMIT BALANCE SHEET
----------- ------ -------------
<S> <C> <C> <C>
REVENUES
Rental income................................. $ 5,624 $ 560 $ 6,184
Equity Earnings -- limited partnership
interests.................................. 12,026 12,026
Interest income............................... 2,775 2,775
Recovery of bad debts......................... 1,418 1,418
Other......................................... 1,942 688 2,630
----------- ------ -----------
19,592 5,441 25,033
EXPENSES
Property operating expenses................... 2,585 2,585
Administrative................................ 1,763 675 2,438
Apartment property interest................... 1,267 1,267
Apartment property depreciation............... 904 904
Amortization.................................. 387 48 435
Interest...................................... 432 432
----------- ------ -----------
7,338 723 8,061
Operating income................................ 12,254 4,718 16,972
Gain on sale of properties (net of minority
interest)..................................... 5,888 5,888
----------- ------ -----------
Income before minority interest and
extraordinary item............................ 18,142 4,718 22,860
Minority interest in IPLP and consolidated
subsidiaries.................................. (6,622) (6,622)
----------- ------ -----------
Income before extraordinary item................ $ 11,520 $4,718 $ 16,238
=========== ====== ===========
Income before extraordinary item per common
share......................................... $ 0.60 $ 0.70
=========== ===========
Weighted average number of common shares and
assumed conversions........................... 19,157,668 23,073,958
=========== ===========
</TABLE>

136
<PAGE> 144

INSIGNIA PROPERTIES TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1997

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE INFORMATION)

<TABLE>
<CAPTION>
IPT PRO FORMA PRO FORMA
HISTORICAL AMIT ADJUSTMENTS BALANCE SHEET
----------- ------ ----------- -------------
<S> <C> <C> <C> <C>
REVENUES
Rental income..................... $ 6,646 $ 266 $ 6,912
Equity earnings -- limited
partnership interests.......... 8,062 2,370(a) 10,701
269(b)
Interest income................... 5,109 5,109
Recovery of bad debts............. 1,744 1,744
Other............................. 2,118 2,118
----------- ------ ------- -----------
16,826 7,119 2,639 26,584
EXPENSES
Property operating expenses....... 3,258 56 3,314
Administrative.................... 1,314 1,351 2,665
Apartment property interest....... 1,486 1,486
Apartment property depreciation... 966 966
Amortization...................... 285 63 240(c) 588
Income taxes...................... 180 180
Interest.......................... 47 47
----------- ------ ------- -----------
7,356 1,650 240 9,246
Operating income.................... 9,470 5,469 2,399 17,338
Gain on sale of properties (net of
minority interest)................ 1,044 80 1,124
----------- ------ ------- -----------
Income before minority interest and
extraordinary item................ 10,514 5,549 2,399 18,462
Minority interest in IPLP and
consolidated subsidiaries......... (4,440) (382)(d) (4,822)
----------- ------ ------- -----------
Income before extraordinary item.... $ 6,074 $5,549 $ 2,017 $ 13,640
=========== ====== ======= ===========
Income before extraordinary item per
common share...................... $ 0.40 $ 0.59
=========== ===========
Weighted average number of common
shares and assumed conversions.... 14,694,327 23,046,558
=========== ===========
</TABLE>

137
<PAGE> 145

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENTS OF INCOME

The Unaudited Pro Forma Condensed Consolidated Statements of Income for the
nine months ended September 30, 1998 gives effect to the AMIT Merger and the
IPLP Exchange. If the Merger Agreement is terminated, the IPLP Exchange will be
unwound in an effort to put the parties in the same position they were in
immediately before the execution of the Original Merger Agreement. The Unaudited
Pro Forma Condensed Consolidated Statement of Income for the year ended December
31, 1997 gives effect to (i) the AMIT Merger and the IPLP Exchange, (ii) the
completion of the tender offers, commenced on August 28, 1997, by a wholly-owned
subsidiary of IPLP, for limited partner interests in IPT Partnerships, (iii) the
completion of the tender offers, commenced on October 30, 1997, by a
wholly-owned subsidiary of IPLP for limited partner interests in IPT
Partnerships, (iv) the exercise of the Shelter IV Option and (v) the
acquisitions of additional limited partner in certain IPT Partnerships from High
River, as if effected at January 1, 1997.

PRO FORMA ADJUSTMENTS

(a) Represents additional equity earnings from acquisition of investments
in IPT Partnerships in 1997 as if such investments were acquired at the
beginning of the period.

(b) Represents additional equity earnings from Shelter Properties IV
Limited Partnership as a result of the exercise of the Shelter IV Option.

(c) Represents adjustment for amortization of estimated formation costs of
$2,200,000 which are being amortized over a five year period.

(d) Represents adjusted minority interest to reflect the aforementioned
events. Minority interest in IPLP is reflected at 29.7% and minority interest in
NPI 4 is reflected at 37.4%.

138
<PAGE> 146

BUSINESS OF AIMCO

AIMCO is engaged in the ownership, acquisition, development, expansion and
management of multi-family apartment properties. As of October 31, 1998, AIMCO
owned or managed 386,430 apartment units in 2,240 properties located in 49
states, the District of Columbia and Puerto Rico. Based on apartment unit data
compiled as of January 1, 1998 by the National Multi Housing Council, AIMCO
believes that, as of October 1, 1998, it was the largest owner and manager of
multifamily apartment properties in the United States. The "AIMCO Properties"
include:

- - "Owned Properties" -- properties that AIMCO owns or controls;

- - "Equity Properties" -- properties in which AIMCO owns a non-controlling
(usually less than 30%) interest; and

- - "Managed Properties" -- properties that AIMCO manages for third parties and
affiliates.

As of October 31, 1998, AIMCO had 241 Owned Properties with 62,955 units,
897 Equity Properties with 168,746 units and 1,102 Managed Properties with
154,729 units. AIMCO manages all of the Owned Properties, a majority of the
Equity Properties and all of the Managed Properties.

AIMCO's principal executive offices are located at 1873 South Bellaire
Street, 17th Floor, Denver, Colorado 80222, and AIMCO's telephone number is
(303) 757-8108.

RECENT DEVELOPMENTS

The following summary of recent developments of AIMCO's business should be
read in conjunction with the annual, quarterly and special reports, information
statements, and other information that AIMCO files with the SEC and which have
been incorporated by reference in this Information Statement/Prospectus. See
"Where You Can Find More Information."

Issuance of Stock

In November 1998, AIMCO issued 1,000,000 shares of Class J Preferred Stock
in a private placement for $100 million. In addition, AIMCO issued 250,000
shares of Class J Preferred Stock to the AIMCO Operating Partnership in exchange
for a $25 million note. The holders of Class J Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors of AIMCO, dividends
equal to (i) 7% per annum of the per share liquidation preference for the period
beginning on and including the issue date and lasting until November 15, 1998;
(ii) 8% per annum of the per share liquidation preference for the period
beginning November 15, 1999 and lasting until November 15, 2000; (iii) 9% per
annum of the per share liquidation preference thereafter. Such dividends shall
be cumulative from the issue date, whether or not in any dividend period or
periods such dividends shall be declared or there shall be funds of AIMCO
legally available for the payment of such dividends. AIMCO may convert any or
all of the Class J Preferred Stock into AIMCO Common Stock at a conversion price
of $40 (equivalent to a conversion rate of 2.5 shares of AIMCO Common Stock for
each share of Class J Preferred Stock) (a) after November 6, 2002, of the market
price of the AIMCO Common Stock in the

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five most recent trading days is equal to or greater than $40 or; (b) at any
time on or prior to November 6, 2002, if the internal rate of return exceeds
12.5%.

Purchase of Properties

Subsequent to September 30, 1998, AIMCO purchased one multifamily property
with a total of 219 units for total consideration of $8.1 million, consisting of
$8.1 million in cash. The multifamily property is located in Arizona.

Moody's Revision of AIMCO's Outlook of Ratings to Negative

On October 1, 1998, Moody's Investors Service ("Moody's") revised its
outlook for the ratings of AIMCO from stable to negative to reflect its concerns
surrounding AIMCO's ability to successfully implement its financial strategy
while maintaining a prudent capital structure as a result of the more difficult
general capital market conditions. Moody's noted that AIMCO's access to the
public markets may prove challenging in light of the volatility in both the
equity and capital markets for REITs. Moody's assigned a "ba3" rating to the
Class I Preferred Stock proposed to be issued by AIMCO, and confirmed its
previous ratings related to AIMCO's preferred stock and debt in its shelf
registration statement. Moody's indicated that its rating action continues to
reflect AIMCO's increasing leveraged profile, including high levels of secured
debt and preferred stock, limited financial flexibility and integration of risks
resulting from the merger with IFG. Moody's also noted AIMCO's level of
encumbered properties and material investments in loans to highly leveraged
partnerships in which AIMCO owns a general partnership interest. At the same
time, each of Moody's, Standard & Poor's and Duff & Phelps confirmed its
existing rating on AIMCO's existing preferred stock and senior debt.

Increased Interests in Partnerships

For properties where AIMCO owns a general partnership interest in the
property-owning partnership, AIMCO may seek to acquire, subject to its fiduciary
duties, the outstanding limited partnership interests for cash or, in some
cases, in exchange for common units in its operating partnership. The AIMCO
Operating Partnership intends to offer to purchase limited partnership interests
in syndicated real estate limited partnerships in which AIMCO holds partnership
interests. The AIMCO Operating Partnership, subject to applicable law, plans to
offer to purchase certain of such limited partnership interests in exchange for
(i) equity securities of the AIMCO Operating Partnership, (ii) cash or (iii) a
combination of such equity securities and cash. Such offers are expected to
include terms that allow limited partners to continue to hold their limited
partnership interests.

Redevelopment of AIMCO Properties

Recently, AIMCO acquired and redeveloped Sun Katcher, a 360-unit property
in Jacksonville, Florida, at a cost of $8.9 million, including $4.9 million in
redevelopment costs. AIMCO also recently commenced the renovation and upgrading
of Bay West, a 376-unit property in Tampa, Florida, for a projected cost of $4.8
million, to reposition the property in the marketplace. In addition, AIMCO is
undertaking a major renovation of the Morton Towers apartments, a 1,277 unit
property located in Miami Beach, Florida, at an

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estimated cost of $35 million. AIMCO generally finances redevelopment initially
with borrowings under its credit facilities and subsequently arranges permanent
financing.

Expansion of AIMCO Properties

Recently AIMCO constructed 92 additional units at Fairways, in Phoenix,
Arizona, at a cost of $6.5 million. AIMCO is planning the construction of 42
additional units at Township, in Littleton, Colorado, for a projected cost of
more than $3 million. AIMCO generally finances expansions initially with
borrowings from credit facilities and subsequently arranges permanent financing.

Class I High Performance Units

On January 21, 1998, the AIMCO Operating Partnership sold an aggregate of
15,000 OP units designated as Class I High Performance Units (the "High
Performance Units") to a joint venture formed by fourteen of AIMCO's officers,
and to three of AIMCO's non-employee directors for an aggregate purchase price
of $2,070,000, of which $1,980,300 was paid by the joint venture and an
aggregate of $89,700 was paid by three non-employee directors. The purchase
price of the High Performance Units was determined by the AIMCO Board of
Directors, based upon the advice of an independent valuation expert, and
represented the fair market value of the High Performance Units. The sale of the
High Performance Units was ratified by AIMCO's stockholders on May 8, 1998.

Holders of High Performance Units have no rights to receive distributions
or allocations of income or loss, or to redeem their High Performance Units
prior to the date (the "Valuation Date") that is the earlier of (i) January 1,
2001, or (ii) the date on which a change of control occurs. If, on the Valuation
Date, the cumulative Total Return (as defined below) of the AIMCO Common Stock
from January 1, 1998 to the Valuation Date (the "Measurement Period") exceeds
115% of the cumulative Total Return of a peer group index over the same period,
and is at least the equivalent of a 30% cumulative Total Return over three years
(the "Minimum Return"), then, on and after the Valuation Date, holders of the
High Performance Units will be entitled to receive distributions and allocations
of income and loss from the AIMCO Operating Partnership in the same amounts and
at the same times (subject to certain exceptions upon liquidation of the AIMCO
Operating Partnership) as would holders of a number of OP Units equal to the
quotient obtained by dividing (i) the product of (A) 15% of the amount by which
the cumulative Total Return of the AIMCO Common Stock over the Measurement
Period exceeds the greater of 115% of the peer group index or the Minimum
Return, multiplied by (B) the weighted average market value of AIMCO's equity
capitalization (including common stock and OP Units) by (ii) the market value of
one share of AIMCO Common Stock on the Valuation Date. If, on the Valuation
Date, the cumulative Total Return of the AIMCO Common Stock does not satisfy
these criteria, then, on and after the Valuation Date, holders of the High
Performance Units will be entitled to receive distributions and allocations of
income and loss from the AIMCO Operating Partnership in the same amounts and at
the same times (subject to certain exceptions upon a liquidation of the AIMCO
Operating Partnership) as would holders of 150 OP Units. For purposes of
determining the market value of AIMCO Common Stock or OP Units as of any date,
the average closing price of the AIMCO Common Stock for the 20 trading days
immediately preceding such date is used. It is expected that the Morgan Stanley
REIT Index, a

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capitalization-weighted index with dividends reinvested of the most actively
traded real REITs, will be used as the peer group index for purposes of the High
Performance Units.

"Total Return" means, for any security and for any period, the cumulative
total return for such security over such period, as measured by (i) the sum of
(a) the cumulative amount of dividends paid in respect of such security for such
period (assuming that all cash dividends are reinvested in such security as of
the payment date for such dividend based on the security price on the dividend
payment date), and (b) an amount equal to (x) the security price at the end of
such period, minus (y) the security price at the beginning of such period,
divided by (ii) the security price at the beginning of the measurement period;
provided, however, that if the foregoing calculation results in a negative
number, the "Total Return" shall be equal to zero.

Upon the occurrence of a change of control, any holder of High Performance
Units may, subject to certain restrictions, require the AIMCO Operating
Partnership to redeem all or a portion of the High Performance Units held by
such party in exchange for a cash payment per unit equal to the market value of
a share of AIMCO Common Stock at the time of redemption. However, in the event
that any High Performance Units are tendered for redemption, the AIMCO Operating
Partnership's obligation to pay the redemption price is subject to the prior
right of AIMCO to acquire such High Performance Units in exchange for an equal
number of shares of AIMCO Common Stock (subject to certain adjustments).

ACCOUNTING POLICIES AND DEFINITIONS

You are urged to consider the following accounting policies and definitions
used by AIMCO when reviewing AIMCO's financial data in this
Information/Statement Prospectus and the documents incorporated herein by
reference:

Funds from Operations

The Board of Governors of NAREIT defines "FFO" as net income (loss),
computed in accordance with GAAP, excluding gains and losses from debt
restructuring and sales of property, plus real estate related depreciation and
amortization (excluding amortization of financing costs), and after adjustments
for unconsolidated partnerships and joint ventures. AIMCO calculates FFO in a
manner consistent with the NAREIT definition, which includes adjustments for
minority interest in the AIMCO Operating Partnership, plus amortization of
management company goodwill and the non-cash deferred portion of the income tax
provision for unconsolidated subsidiaries less the payment of dividends on
perpetual preferred stock. AIMCO's management believes that presentation of FFO
provides investors with industry accepted measurements which help facilitate
understanding of AIMCO's ability to meet required dividend payments, capital
expenditures, and principal payments on its debt. There can be no assurance that
AIMCO's basis of computing FFO is comparable with that of other REITs.

Capital Replacements

AIMCO capitalizes spending for items which generally cost more than $250
and have a useful life of more than one year, such as carpet replacement, new
appliances, new roofs or parking lot repaving. Capitalized spending which
maintains a property is termed a

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"Capital Replacement." In the experience of AIMCO's management, this spending is
better considered a recurring cost of preserving an asset rather than an
additional investment.

Consolidation

For financial reporting purposes, AIMCO consolidates the results of those
corporations in which it owns a majority of the outstanding voting stock, and
those limited partnerships and limited liability companies in which it owns both
a general partnership or managing member interest and controls investment
decisions with respect to the underlying assets. AIMCO generally has a 30% to
51% economic interest in such entities. Entities in which AIMCO has less than a
30% economic interest or limited control are accounted for on the equity method.
AIMCO policy is generally to hold Class C properties and affordable properties
(substantially all of which are Class C properties) in unconsolidated
partnerships. AIMCO accounts for these properties on the equity method in
accordance with GAAP.

RECENT CONTRACTS

On January 31, 1998 AIMCO entered into a contribution agreement with CK
Services, Inc. ("CK") and the stockholders of CK (the "CK Contribution
Agreement") to cause certain assets of AIMCO to be contributed to CK and to
distribute all outstanding stock of CK to the stockholders of AIMCO. CK is a
corporation wholly-owned by Terry Considine, AIMCO's Chairman and Chief
Executive Officer, and by Peter Kompaniez, AIMCO's President and Vice Chairman.
As a result, when the stock of CK is transferred to AIMCO, such stockholders
will receive payment for the stock. Such stock will be priced at fair market
value, which if difficult to ascertain, will favor AIMCO.

It is AIMCO's intent to use CK as a vehicle for holding property and
performing services that AIMCO is limited or prohibited from holding or
providing due to AIMCO's election to be taxed as a REIT. AIMCO is finalizing
which assets will be contributed to CK. Any transfer of assets or services to CK
will be approved by the independent members of the Board of Directors of AIMCO
and at market rates, which if difficult to ascertain, will favor AIMCO.

Pursuant to the CK Contribution Agreement, AIMCO will contribute certain
assets to CK and, in return, the stock of CK will be contributed to AIMCO or a
subsidiary of AIMCO. Following the contribution of CK stock, AIMCO will agree to
contribute additional assets to CK with the intent of creating a stand-alone
entity meeting the requirements for listing on the NYSE or National Association
of Securities Dealers Automated Quotation System ("NASDAQ") National Market, and
if AIMCO is successful in listing the CK stock on the NYSE or NASDAQ National
Market, the stock of CK will be distributed to the stockholders of AIMCO. If
AIMCO is unable to list the CK stock on the NYSE or NASDAQ National Market, CK
will remain a direct or indirect subsidiary of AIMCO, and AIMCO will pay to the
former stockholders of CK an amount necessary to compensate the former CK
stockholders for the value of such stock on January 31, 1998. We cannot predict
whether or when any spinoff to AIMCO stockholders will occur. Consummation of
the transaction is subject to the approval of the independent members of the
Board of Directors of AIMCO.

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YEAR 2000 COMPLIANCE

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems.

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of AIMCO's
computer programs or hardware that have date-sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.

Over the past twenty months, AIMCO determined that it will be required to
modify or replace significant portions of its software and certain hardware so
that those systems will properly utilize dates beyond December 31, 1999. AIMCO
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 issue could have a material impact on the operations of AIMCO.

AIMCO's plan to resolve the Year 2000 issue involves the following four
phases: assessment, remediation, testing, and implementation. To date, AIMCO has
fully completed its assessment of all information systems that could be
significantly affected by the Year 2000, and has begun the remediation, testing
and implementation phase on both hardware and software systems. Assessments are
continuing in regards to embedded system. The status of each is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware. During 1997, AIMCO identified all of the computer
systems at risk and formulated a plan to repair or replace each of the affected
systems. AIMCO has replaced its mainframe system, including the creation of new
applications, at a total cost of approximately $1.1 million. In August 1998, the
Year-2000 compliant system became fully functional. In addition to the
mainframe, PC-based network servers and routers and desktop PCs were analyzed
for compliance. AIMCO has begun to replace each of the non-compliant network
connections and desktop PCs and, as of September 30, 1998, is approximately 85%
complete with this effort. The total cost to replace the PC-based network
servers and routers and desktop PCs is expected to be approximately $1.2
million, of which $886,000 has been incurred to date. The remaining network
connections and desktop PCs are expected to be upgraded to Year-2000 compliant
systems by March 31, 1999.

Computer Software. As for software, AIMCO utilizes a combination of
off-the-shelf commercially available software programs as well as custom-written
programs that are designed to fit specific needs. Both of these types of
programs were studied and implementation plans written and executed with the
intent of repairing or replacing any non-compliant software programs.

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In 1997, when AIMCO merged with NHP, the core financial system used by NHP
was Year-2000 compliant. During 1998, AIMCO integrated all of its core financial
systems to this compliant system for general ledger and financial reporting
purposes. In 1997, AIMCO determined that the software used for property
management and rent collection was not Year-2000 compliant. During 1998, AIMCO
has implemented a Year-2000 compliant system at each of its 926 property sites,
including owned and managed, at a cost of $700,000. Since then, AIMCO has
acquired 75 properties and has also merged with IFG. IFG owned or managed 140
properties. As properties are acquired, AIMCO converts the existing property
management and rent collection systems to AIMCO's Year-2000 compliant systems.
The estimated additional costs to convert such systems at all recently acquired
properties, including those acquired in the IFG Merger, is $200,000, and the
implementation and testing process is expected to be completed by March 31,
1999.

The final software area is the office software and server operating
systems. AIMCO has upgraded all non-compliant office software systems on each PC
and has upgraded 93% of the server operating systems. The remaining server
operating systems are planned to be upgraded to be Year-2000 compliant by
December 1998.

Operating Equipment. AIMCO has operating equipment, primarily at the
property sites, which needed to be evaluated for Year-2000 compliance. AIMCO
began taking a census and inventorying embedded systems issues in September
1997. At that time, management chose to focus its attention mainly upon security
systems, elevators, heating-ventilation-air-conditioning systems (HVAC),
telephone systems and switches, and sprinkler systems. While this area is the
most difficult to fully research adequately, management has not yet found any
major non-compliance issues that put AIMCO at risk financially or operationally.
We intend to have a third-party conduct an audit of these systems and report
their findings by December 1998.

Any of the above operating equipment that has been found to be
non-compliant to date has been replaced or repaired. To date, these have
consisted only of security systems and phone systems. As of September 30, 1998,
we have evaluated approximately 86% of the operating equipment for Year-2000
compliance. The total cost incurred as of September 30, 1998 to replace or
repair the operating equipment was approximately $70,000. We estimate the cost
to replace or repair any remaining operating equipment is approximately
$325,000, and we expect to be completed by April 30, 1999. We continue to have
"awareness campaigns" throughout the organization designed to raise awareness
and report any possible compliance issues regarding operating equipment within
our enterprise.

Nature and Level of Importance of Third Parties and their Exposure to the Year
2000

AIMCO is currently actively conducting surveys of its banking and vendor
relationships to assess risks regarding their Year-2000 readiness. AIMCO has
banking relationships with three major financial institutions, all of which have
indicated their compliance efforts will be complete before May 1999. AIMCO has
updated data transmission standards with two of the three financial
institutions. AIMCO's contingency plan in this regard is to move accounts from
any institution that cannot be certified Year 2000 compliant by June 1, 1999.

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AIMCO does not rely heavily on any single vendor for goods and services and
does not have significant suppliers and subcontractors who share information
systems with AIMCO (external agents). To date, AIMCO is not aware of any
external agent with a Year 2000 issue that would materially impact AIMCO's
results of operations, liquidity, or capital resources. However, AIMCO has no
means of ensuring that external agents will be Year 2000 ready. Management does
not believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of AIMCO. However, the effect of
non-compliance by external agents is not readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project is estimated at $3.4 million and is
being funded through operating cash flows. To date, AIMCO has incurred
approximately $2.8 million ($396,000 expensed and $2,380,000 capitalized for new
systems and equipment), related to all phases of the Year 2000 project. Of the
total remaining project costs, approximately $400,000 is attributable to the
purchase of new software and operating equipment, which will be capitalized. The
remaining $200,000 relates to repair of hardware and software and will be
expensed as incurred.

Risks Associated with the Year 2000

AIMCO's management believes it has an effective program in place to resolve
the Year 2000 issue in a timely manner. As noted above, AIMCO has not yet
completed all necessary phases of the Year 2000 program. In the event that AIMCO
does not complete any additional phases, certain worst case scenarios could
occur. The worst case scenarios include elevators, security and HVAC systems
that read incorrect dates and operate with incorrect schedules (e.g., elevators
will operate on Monday as if it were Sunday). Although such a change is annoying
to residents, it is not business critical. In addition, disruptions in the
economy generally resulting from Year 2000 issues could also materially
adversely affect AIMCO. AIMCO could be subject to litigation for computer
systems failure, for example, equipment shutdown or failure to properly date
business records. The amount of potential liability and lost revenue cannot be
reasonably estimated at this time.

Contingency Plans Associated with the Year 2000

CONFLICT OF INTEREST POLICIES

AIMCO has adopted certain policies designed to minimize or eliminate
conflicts of interests between AIMCO and its executive officers and directors.
Without the approval of a majority of the disinterested directors, AIMCO will
not (i) acquire from or sell to any director, officer or employee of AIMCO or
any entity in which a director, officer or employee of AIMCO owns more than a 1%
interest, or acquire from or sell to any affiliate of any of the foregoing, any
assets or other property of AIMCO, (ii) make any loan to or

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borrow from any of the foregoing persons, or (iii) engage in any material
transaction with the foregoing. In addition, AIMCO has entered into employment
agreements with Messrs. Considine, Kompaniez and Ira which include provisions
intended to eliminate or minimize potential conflicts of interest, and which
provide that those persons will be prohibited from engaging directly or
indirectly in the acquisition, development, operation or management of other
multifamily apartment properties outside of AIMCO, except with respect to
certain investments currently held by such persons, as to which investments
those persons have committed to an orderly liquidation. There can be no
assurance, however, that these policies always will be successful in eliminating
the influence of such conflicts, and if they are not successful, decisions could
be made that might not reflect the interests of AIMCO's stockholders as a whole.

POLICIES WITH RESPECT TO OTHER ACTIVITIES

AIMCO has authority to, has and may in the future, offer shares of its
stock or other securities and to repurchase or otherwise reacquire its shares or
any other securities. From its inception, AIMCO has made loans aggregating $7.6
million to certain entities owning properties subsequently acquired by AIMCO. No
balances remain outstanding on such loans. In the same period, AIMCO has made
loans aggregating $77.5 million to its officers for the purchase of AIMCO Common
Stock and $7.6 million to its officers and other entities to acquire interests
in subsidiaries of AIMCO. The outstanding balances on such loans as of September
30, 1998 were $43.6 million and $5.6 million, respectively. Messrs. Considine
and Kompaniez have repaid in part, using $2 million in proceeds distributed to
them from the sale of NHP common stock by AIMCO/NHP Holdings, Inc. ("ANHI") to
AIMCO, outstanding promissory notes payable by them to ANHI in an aggregate
amount of $3.2 million, which loan was made to them by ANHI to acquire their
interest in ANHI. In addition, AIMCO from time to time advances amounts for
relocation and other expenses. AIMCO has not engaged in underwriting securities
of other issuers. AIMCO intends to make investments in such a way that it will
not be treated as an investment company under the Investment Company Act of
1940, as amended.

AIMCO may invest in the securities of other issuers engaged in the
ownership, acquisition or management of multifamily apartment properties for the
purpose of exercising control.

At all times, AIMCO intends to make investments in such a manner as to be
consistent with the requirements of the Code for AIMCO to qualify as a REIT
unless, because of changing circumstances or changes in the Code (or in Treasury
Regulations), the Board of Directors of AIMCO determines that it is no longer in
the best interest of AIMCO to qualify as a REIT.

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AIMCO, as a REIT, is required to distribute annually to holders of AIMCO
Common Stock at least 95% of its "real estate investment trust taxable income,"
which, as defined by the Code and the Treasury Regulations, is generally
equivalent to net taxable ordinary income. AIMCO measures its economic
profitability and intends to pay regular dividends to its stockholders based on
earnings during the relevant period. However, the future payment of dividends by
AIMCO will be at the discretion of the Board of Directors of AIMCO and will
depend on numerous factors, including AIMCO's financial condition, its capital
requirements, the annual distribution requirements under the provisions of the
Code applicable to REITs and such other factors as the Board of Directors of
AIMCO deems relevant.

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CAPITALIZATION OF AIMCO

The following table sets forth the capitalization of AIMCO at September 30,
1998: (i) on a historical basis; and (ii) on a pro forma basis to reflect the
Merger, applying the assumptions described above with respect to the Pro Forma
Financial Information of AIMCO (Merger). The information set forth in the
following table should be read in connection with the financial statements and
notes thereto incorporated by reference and the pro forma financial information
and notes thereto included herein. See "Pro Forma Financial Information of AIMCO
(Merger)."

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA(1)
---------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Unsecured credit facility................................... $ 50,800 $ 100,000
Secured short-term financing................................ 50,000 332,691
Long-term debt:
Secured tax-exempt bond financing......................... 399,925 399,925
Secured notes payable..................................... 774,676 772,746
Unsecured notes payable................................... -- 22,420
Minority interests in other partnerships.................... 42,086 48,581
Minority interests in AIMCO Operating Partnership........... 137,965 165,391
Company-obligated mandatorily redeemable convertible
securities of a subsidiary trust.......................... -- 149,500
AIMCO Common Stock, 486,027,500 authorized, 47,987,092
issued and outstanding on a historical basis, and
60,873,730 issued and outstanding on a pro forma
basis(3).................................................. 481 610
Class B Common Stock, $.01 par value, 262,500 authorized,
162,500 issued and outstanding(4)......................... 2 2
Class B Convertible Preferred Stock, 750,000 authorized,
issued and outstanding(2)................................. 75,000 75,000
Class C Preferred Stock, 2,760,000 authorized, 2,400,000
issued and outstanding.................................... 60,000 60,000
Class D Preferred Stock, 4,600,000 authorized, 4,200,000
issued and outstanding.................................... 105,000 105,000
Class G Preferred Stock, 4,050,000 authorized, none issued
on a historical basis, 4,050,000 issued and outstanding on
a pro forma basis......................................... 101,250 101,250
Class H Preferred Stock, 2,300,000 authorized, none issued
on a historical basis, and 2,000,000 issued and
outstanding on a pro forma basis.......................... 50,000 50,000
Class J Convertible Preferred Stock, 2,000,000 authorized,
none issued on a historical basis, and 1,250,000 issued
and outstanding on a pro forma basis...................... -- 100,000
Additional paid-in capital.................................. 1,236,962 1,689,615
Notes due on common stock purchases......................... (43,647) (43,647)
Distributions in excess of earnings......................... (63,521) (63,521)
---------- ----------
Total stockholders' equity.................................. 1,521,527 2,074,309
---------- ----------
Total Capitalization............................... $2,976,979 $4,065,563
========== ==========
</TABLE>

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- -------------------------

(1) The pro forma capitalization information is presented as if the transactions
detailed above occurred on September 30, 1998.

(2) Convertible into 3.28407 shares of AIMCO Common Stock per share, or a total
of 2,463,053 shares at the option of the holder on or after August 4, 1998,
subject to certain antidilution adjustments.

(3) Includes 8,423,751 shares of AIMCO Common Stock issuable upon the assumed
conversion of the Class E Preferred Stock, and excludes (i) 5,362,879 shares
of AIMCO Common Stock which may be issued in exchange for 5,362,879 OP Units
which may be tendered for redemption; (ii) 162,500 shares of AIMCO Common
Stock issuable upon conversion of shares of Class B Common Stock, par value
$.01 per share, of AIMCO ("Class B Common Stock"); (iii) 1,684,080 shares of
AIMCO Common Stock issuable upon exercise of outstanding options and
warrants; and (iv) 2,463,053 shares of AIMCO Common Stock which may be
issued upon conversion of 750,000 shares of Class B Preferred Stock.

(4) Convertible into 162,500 shares of AIMCO Common Stock if certain performance
standards are achieved, including 8.5% annual increases in both AIMCO's FFO
per share and the market price of AIMCO Common Stock. See "Description of
AIMCO Common Stock -- AIMCO Class B Common Stock."

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BOARD OF DIRECTORS AND OFFICERS OF AIMCO

<TABLE>
<CAPTION>
NAME AGE FIRST ELECTED POSITION
---- --- ------------- --------
<S> <C> <C> <C>
Terry Considine............. 51 July 1994 Chairman of the Board of
Directors and Chief
Executive Officer
Peter K. Kompaniez.......... 53 July 1994 Vice Chairman, President and
Director
Joel F. Bonder.............. 49 December 1997 Executive Vice President,
General Counsel and
Secretary
Patrick J. Foye............. 41 May 1998 Executive Vice President
Robert Ty Howard............ 40 February 1998 Executive Vice President --
Ancillary Services
Steven D. Ira............... 47 July 1994 Executive Vice President and
Co-Founder
Thomas W. Toomey............ 37 January 1996 Executive Vice President --
Finance and Administration
David L. Williams........... 52 January 1997 Executive Vice President --
Property Operations
Harry G. Alcock............. 34 July 1996 Senior Vice President --
Acquisitions
Troy D. Butts............... 34 November 1997 Senior Vice President and
Chief Financial Officer
Richard S. Ellwood.......... 65 July 1994 Director, Chairman, Audit
Committee
J. Landis Martin............ 52 July 1994 Director, Chairman,
Compensation Committee
Thomas I. Rhodes............ 58 July 1994 Director
John D. Smith............... 69 November 1994 Director
</TABLE>

The following is a biographical summary of the experience of the current
directors and executive officers of AIMCO for the past five years or more.

Terry Considine. Mr. Considine has been Chairman of the Board of Directors
and Chief Executive Officer of AIMCO since July 1994, and was President until
July 1997. He was elected as a trustee, Chairman of the IPT Board and Chief
Executive Officer of IPT on October 1, 1998. Mr. Considine is the sole owner of
Considine Investment Co. and prior to July 1994 was owner of approximately 75%
of Property Asset Management, L.L.C., a Colorado limited liability company, and
its related entities (collectively, "PAM"), one of the AIMCO Predecessors. On
October 1, 1996, Mr. Considine was appointed Co-Chairman and director of Asset
Investors Corp. and Commercial Asset Investors, Inc., two other public real
estate investment trusts, and appointed as a director of Financial Assets
Management, LLC, a real estate investment trust manager. Mr. Considine has been
involved as a principal in a variety of real estate activities, including the
acquisition, renovation, development and disposition of properties. Mr.
Considine has also controlled entities engaged in other businesses such as
television

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<PAGE> 159

broadcasting, gasoline distribution and environmental laboratories. Mr.
Considine received a B.A. from Harvard College, a J.D. from Harvard Law School
and is admitted as a member of the Massachusetts Bar.

Mr. Considine has had substantial multifamily real estate experience. From
1975 through July 1994, partnerships or other entities in which Mr. Considine
had controlling interests invested in approximately 35 multifamily apartment
properties and commercial real estate properties. Six of these real estate
assets (four of which were multifamily apartment properties and two of which
were office properties) did not generate sufficient cash flow to service their
related indebtedness and were foreclosed upon by their lenders, causing pre-tax
losses of approximately $11.9 million to investors and losses of approximately
$2.7 million to Mr. Considine.

Peter K. Kompaniez. Mr. Kompaniez has been Vice Chairman and a director of
AIMCO since July 1994 and was appointed President in July 1997. He was elected
as a trustee and President of IPT on October 1, 1998. Since September 1993, Mr.
Kompaniez has owned 75% of PDI Realty Enterprises, Inc., a Delaware corporation
("PDI"), one of AIMCO's predecessors, and serves as its President and Chief
Executive Officer. From 1986 to 1993, he served as President and Chief Executive
Officer of Heron Financial Corporation ("HFC"), a United States holding company
for Heron International, N.V.'s real estate and related assets. While at HFC,
Mr. Kompaniez administered the acquisition, development and disposition of
approximately 8,150 apartment units (including 6,217 units that have been
acquired by AIMCO) and 3.1 million square feet of commercial real estate. Prior
to joining HFC, Mr. Kompaniez was a senior partner with the law firm of Loeb and
Loeb where he had extensive real estate and REIT experience. Mr. Kompaniez
received a B.A. from Yale College and a J.D. from the University of California
(Boalt Hall).

The downturn in the real estate markets in the late 1980s and early 1990s
adversely affected the United States real estate operations of Heron
International N.V. and its subsidiaries and affiliates (the "Heron Group").
During this period from 1986 to 1993, Mr. Kompaniez served as President and
Chief Executive Officer of HFC and as a director or officer of certain other
Heron Group entities. In 1993, HFC, its parent Heron International, and certain
other members of the Heron Group voluntarily entered into restructuring
agreements with separate groups of their United States and international
creditors. The restructuring agreement for the United States members of the
Heron Group generally provided for the joint assumption of certain liabilities
and the pledge of unencumbered assets in support of such liabilities for the
benefit of their United States creditors. As a result of the restructuring, the
operations and assets of the United States members of the Heron Group were
generally separated from those of Heron International and its non-United States
subsidiaries. At the conclusion of the restructuring, Mr. Kompaniez commenced
the operations of PDI, which was engaged to act as asset and corporate manager
of the continuing United States operations of HFC and the other United States
Heron Group members for the benefit of the United States creditors. In
connection with certain transactions effected at the time of the initial public
offering of AIMCO Common Stock, Mr. Kompaniez was appointed Vice Chairman of
AIMCO and substantially all of the property management assets of PDI were
transferred or assigned to AIMCO.

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<PAGE> 160

Joel F. Bonder. Mr. Bonder was appointed Executive Vice President and
General Counsel of AIMCO effective December 8, 1997. He was appointed as
Executive Vice President, General Counsel and Secretary of IPT on October 1,
1998. Prior to joining AIMCO, Mr. Bonder served as Senior Vice President and
General Counsel of NHP from April 1994 until December 1997. Mr. Bonder served as
Vice President and Deputy General Counsel of NHP from June 1991 to March 1994
and as Associate General Counsel of NHP from 1986 to 1991. From 1983 to 1985,
Mr. Bonder practiced with the Washington, D.C. law firm of Lane & Edson, P.C.
From 1979 to 1983, Mr. Bonder practiced with the Chicago law firm of Ross and
Hardies. Mr. Bonder received an A.B. from the University of Rochester and a J.D.
from Washington University School of Law.

Patrick J. Foye. Mr. Foye has served as Executive Vice President of AIMCO
since May 1998. On October 1, 1998, Mr. Foye was elected as a trustee of IPT.
Prior to joining AIMCO, he was a partner in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from 1992 through 1994. Mr. Foye is
also Deputy Chairman of the Long Island Power Authority and serves as a member
of the New York State Privatization Council. He received a B.A. from Fordham
College and a J.D. from Fordham University Law School.

Robert Ty Howard. Mr. Howard was appointed Executive Vice
President -- Ancillary Services in February 1998. Prior to joining AIMCO, Mr.
Howard served as an officer and/or director of four affiliated companies, Hecco
Ventures, Craig Corporation, Reading Company and Decurion Corporation. Mr.
Howard was responsible for financing, mergers and acquisitions activities,
investments in commercial real estate, both nationally and internationally,
cinema development and interest rate risk management. From 1983 to 1988, he was
employed by Spieker Properties. Mr. Howard received a B.A. from Amherst College,
a J.D. from Harvard Law School and an M.B.A. from Stanford University Graduate
School of Business.

Steven D. Ira. Mr. Ira is a Co-Founder of AIMCO and has served as Executive
Vice President of AIMCO since July 1994. Mr. Ira was elected as a trustee and
Executive Vice President of IPT on October 1, 1998. From 1987 until July 1994,
he served as President of PAM. Prior to merging his firm with PAM in 1987, Mr.
Ira acquired extensive experience in property management. Between 1977 and 1981,
he supervised the property management of over 3,000 apartment and mobile home
units in Colorado, Michigan, Pennsylvania and Florida, and in 1981 he joined
with others to form the property management firm of McDermott, Stein and Ira.
Mr. Ira served for several years on the National Apartment Manager Accreditation
Board and is a former president of both the National Apartment Association and
the Colorado Apartment Association. Mr. Ira is the sixth individual elected to
the Hall of Fame of the National Apartment Association in its 54-year history.
He holds a Certified Apartment Property Supervisor (CAPS) and a Certified
Apartment Manager designation from the National Apartment Association and a
Certified Property Manager ("CPM") designation from the National Institute of
Real Estate Management ("IREM") and he is a member of the Boards of Directors of
the National Multi-Housing Council, the National Apartment Association and the
Apartment Association of Metro Denver. Mr. Ira received a B.S. from Metropolitan
State College in 1975.

Thomas W. Toomey. Mr. Toomey has served as Senior Vice President -- Finance
and Administration of AIMCO since January 1996 and was promoted to Executive
Vice

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<PAGE> 161

President -- Finance and Administration in March 1997. On October 1, 1998, Mr.
Toomey was elected as a trustee and Executive Vice President -- Finance and
Administration of IPT. From 1990 until 1995, Mr. Toomey served in a similar
capacity with Lincoln Property Company ("LPC") as Vice President/Senior
Controller and Director of Administrative Services of Lincoln Property Services
where he was responsible for LPC's computer systems, accounting, tax, treasury
services and benefits administration. From 1984 to 1990, he was an audit manager
with Arthur Andersen & Co. where he served real estate and banking clients. From
1981 to 1983, Mr. Toomey was on the audit staff of Kenneth Leventhal & Company.
Mr. Toomey received a B.S. in Business Administration/ Finance from Oregon State
University and is a Certified Public Accountant.

David L. Williams. Mr. Williams has been Executive Vice
President -- Operations of AIMCO since January 1997. On October 1, 1998, Mr.
Williams was appointed Executive Vice President -- Property Operations of IPT.
Prior to joining AIMCO, he was Senior Vice President of Operations at Evans
Withycombe Residential, Inc. from January 1996 to January 1997. Previously, he
was Executive Vice President at Equity Residential Properties Trust from October
1989 to December 1995. He has served on National Multi-Housing Council Boards
and NAREIT committees. Mr. Williams also served as Senior Vice President of
Operations and Acquisitions of US Shelter Corporation from 1983 to 1989. Mr.
Williams has been involved in the property management, development and
acquisition of real estate properties since 1973. Mr. Williams received his B.A.
in education and administration from the University of Washington in 1967.

Harry G. Alcock. Mr. Alcock has served as a Vice President of AIMCO since
July 1996, and was promoted to Senior Vice President -- Acquisitions in October
1997, with responsibility for acquisition and financing activities since July
1994. He was elected as a trustee and Senior Vice President -- Acquisition of
IPT on October 1, 1998. From June 1992 until July 1994, Mr. Alcock served as
Senior Financial Analyst for PDI and HFC. From 1988 to 1992, Mr. Alcock worked
for Larwin Development Corp., a Los Angeles based real estate developer, with
responsibility for raising debt and joint venture equity to fund land
acquisitions and development. From 1987 to 1988, Mr. Alcock worked for Ford
Aerospace Corp. He received his B.S. from San Jose State University.

Troy D. Butts. Mr. Butts has served as Senior Vice President and Chief
Financial Officer of AIMCO since November 1997. On October 1, 1998, Mr. Butts
was appointed Senior Vice President and Chief Financial Officer of IPT. Prior to
joining AIMCO, Mr. Butts served as a Senior Manager in the audit practice of the
Real Estate Services Group for Arthur Andersen LLP in Dallas, Texas. Mr. Butts
was employed by Arthur Andersen LLP for ten years, and his clients were
primarily publicly-held real estate companies, including office and multi-family
real estate investment trusts. Mr. Butts holds a Bachelor of Business
Administration degree in Accounting from Angelo State University and is a
Certified Public Accountant.

Richard S. Ellwood. Mr. Ellwood was appointed a director of AIMCO in July
1994 and is currently Chairman of the Audit Committee. Mr. Ellwood is the
founder and President of R.S. Ellwood & Co., Incorporated, a real estate
investment banking firm. Prior to forming R.S. Ellwood & Co., Incorporated in
1987, Mr. Ellwood had 31 years experience as an investment banker, serving as:
Managing Director and senior banker at Merrill Lynch Capital Markets from 1984
to 1987; Managing Director at Warburg Paribas Becker from 1978 to 1984; general
partner and then Senior Vice President and a director

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<PAGE> 162

at White, Weld & Co. from 1968 to 1978; and in various capacities at J.P. Morgan
& Co. from 1955 to 1968. Mr. Ellwood currently serves as a director of FelCor
Suite Hotels, Inc. and Florida East Coast Industries, Inc.

J. Landis Martin. Mr. Martin was elected a director of AIMCO in July 1994
and became Chairman of the Compensation Committee in March 1998. Mr. Martin has
served as President and Chief Executive Officer and a director of NL Industries,
Inc. ("NL"), a manufacturer of titanium dioxide, since 1987. Mr. Martin has
served as Chairman of Tremont Corporation ("Tremont"), a holding company
operating through its affiliates Titanium Metals Corporation ("TIMET") and NL,
since 1990 and as Chief Executive Officer and a director of Tremont since 1988.
Mr. Martin has served as Chairman of TIMET, an integrated producer of titanium,
since 1987 and Chief Executive Officer since January 1995. From 1990 until its
acquisition by Dresser Industries, Inc. ("Dresser") in 1994, Mr. Martin served
as Chairman of the Board and Chief Executive Officer of Baroid Corporation, an
oilfield services company. In addition to Tremont, NL and TIMET, Mr. Martin is a
director of Dresser, which is engaged in the petroleum services, hydrocarbon and
engineering industries.

Thomas L. Rhodes. Mr. Rhodes was elected a director of AIMCO in July 1994.
Mr. Rhodes has served as the President and a Director of National Review since
November 30, 1992 where he has also served as a Director since 1988. From 1976
to 1992, he held various positions at Goldman, Sachs & Co. and was elected a
General Partner in 1986 and served as a General Partner from 1987 until November
27, 1992. He is currently Co-Chairman of the Board, Co-Chief Executive Officer
and a Director of Commercial Assets Inc. and Asset Investors Corporation. He
also serves as a Director of Delphi Financial Group, Inc. and its subsidiaries,
Delphi International Ltd., Oracle Reinsurance Company, and The Lynde and Harry
Bradley Foundation. Mr. Rhodes is Chairman of the Empire Foundation for Policy
Research, a Founder and Trustee of Change NY, a Trustee of the Heritage
Foundation, and a Trustee of The Manhattan Institute.

John D. Smith. Mr. Smith was elected a director of AIMCO in November 1994.
Mr. Smith is Principal and President of John D. Smith Developments. Mr. Smith
has been a shopping center developer, owner and consultant for over 8.6 million
square feet of shopping center projects including Lenox Square in Atlanta,
Georgia. Mr. Smith is a Trustee and former President of the International
Council of Shopping Centers and was selected to be a member of the American
Society of Real Estate Counselors. Mr. Smith served as a director for
Pan-American Properties, Inc. (National Coal Board of Great Britain) formerly
known as Continental Illinois Properties. He also serves as a director of
American Fidelity Assurance Companies and is retained as an advisor by Shop
System Study Society, Tokyo, Japan.

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<PAGE> 163

PRINCIPAL STOCKHOLDERS OF AIMCO

The following table sets forth certain information available to AIMCO, as
of November 30, 1998, with respect to shares of AIMCO Common Stock and OP Units
held by (i) each director and the five most highly compensated executive
officers who were serving as of December 31, 1997, (ii) all directors and
executive officers of AIMCO as a group and (iii) those persons known to AIMCO to
be the beneficial owners (as determined under the rules of the SEC) of five
percent or more of such shares. The business address of each of the following is
1873 South Bellaire Street, Suite 1700, Denver, Colorado 80222-4348, unless
otherwise specified.

<TABLE>
<CAPTION>
PRO FORMA
NUMBER OF PERCENTAGE PERCENTAGE PERCENTAGE
SHARES OF OF AIMCO OWNERSHIP OWNERSHIP
NAME AND ADDRESS AIMCO COMMON STOCK NUMBER OF OF OF
OF BENEFICIAL OWNER COMMON STOCK OUTSTANDING OP UNITS(1) AIMCO(2) AIMCO(2)(3)
- ------------------- ------------ ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Directors and Executive
Officers
Terry Considine............. 1,619,845(4)(5) 2.9% 784,967(6) 3.6% --
Peter K. Kompaniez.......... 599,990(4)(12) 1.1 23,625 0.9 --
Steven D. Ira............... 216,697(4)(7) 0.4 96,605 0.5 --
Thomas W. Toomey............ 239,632 0.4 -- 0.4 --
Harry G. Alcock............. 20,126(8) * -- * *
Richard S. Ellwood.......... 16,200(9) * -- * *
J. Landis Martin............ 4,000 * -- * *
Thomas L. Rhodes............ 43,600 * -- * *
John D. Smith............... 16,700(10) * -- * *
All Directors and Executive
Officers as a group (15
persons).................... 3,001,400(11) 5.3 905,197 5.9 --
Five Percent or Greater
Holders:
Cohen & Steers Realty
Shares, Inc. ............. 4,432,000 7.8 -- 6.7 --
757 Third Avenue
New York, NY 10017
ABKB/LaSalle Securities
Limited Partnership....... 3,462,000(13) 6.1 -- 5.2 --
100 East Pratt Street
Baltimore, Maryland 21202
Fidelity Management &
Research.................. 2,904,000 5.1 -- 4.4 --
</TABLE>

- -------------------------

* Less than 0.1%

(1) Through wholly owned subsidiaries, AIMCO acts as general partner of, and,
as of October 31, 1998, holds 83% of the interests in, the AIMCO Operating
Partnership. After a one-year holding period, OP Units may be tendered for
redemption and, upon tender, may be acquired by AIMCO for shares of AIMCO
Common Stock at an exchange ratio of one share of AIMCO Common Stock for
each OP Unit (subject to adjustment) or for cash, at AIMCO's option. If all
OP Units were acquired by AIMCO for AIMCO Common Stock (without regard to
the ownership limit) these shares of AIMCO Common Stock would constitute
approximately

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<PAGE> 164

15% of the then outstanding shares of AIMCO Common Stock. OP Units are
subject to certain restrictions on transfer.

(2) On a fully diluted basis, assuming all 10,011,297 OP Units outstanding as
of November 30, 1998 are acquired by AIMCO for shares of AIMCO Common Stock
at the exchange ratio of one OP Unit for each share of AIMCO Common Stock
without regard to the ownership limit.

(3) AIMCO closed the IFG Merger on October 1, 1998, and the shares of Class E
Preferred Stock issued in the IFG Merger are assumed converted into AIMCO
Common Stock.

(4) Excludes 93,428, 41,438 and 13,821 shares of Class B Common Stock held by
Messrs. Considine, Kompaniez and Ira, respectively, representing 57.5%,
25.5% and 8.5%, respectively, of the total number of shares of Class B
Common Stock outstanding. Class B Common Stock is convertible into an equal
number of shares of AIMCO Common Stock over a period ending December 31,
1998 if certain performance standards are achieved.

(5) Includes 1,481,824 shares held by entities in which Mr. Considine holds
sole voting and investment power, 74,743 shares held by Mr. Considine's
spouse, Elizabeth Considine, for which Mr. Considine disclaims beneficial
ownership, and 63,278 shares held by a non-profit corporation in which Mr.
Considine has shared voting and investment power with his spouse. Mr.
Considine disclaims beneficial ownership of 1,220,078 shares held by
Considine family partnership's in which Mr. Considine holds a 10% general
partnership interest with the remaining 90% held by trusts for members of
Mr. Considine's family.

(6) Includes 162,980 OP Units held by entities in which Mr. Considine has sole
voting and investment power, 2,300 OP Units held by the Considine family
partnerships, for 99% of which Mr. Considine disclaims beneficial
ownership, and 157,698 OP Units held by Mr. Considine's spouse, Elizabeth
Considine, for which Mr. Considine disclaims beneficial ownership.

(7) Includes 49,600 shares subject to options that are exercisable within 60
days.

(8) Includes 5,525 shares subject to options that are exercisable within 60
days.

(9) Includes 4,500 shares subject to options that are exercisable within 60
days.

(10) Includes 12,000 shares subject to options that are exercisable within 60
days.

(11) Includes 99,654 shares subject to options that are exercisable within 60
days.

(12) Includes 800 shares subject to options that are exercisable within 60 days.

(13) Includes 937,508 shares beneficially owned by LaSalle Advisors Capital
Management, Inc.

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<PAGE> 165

BUSINESS OF IPT

GENERAL

IPT is a Maryland real estate investment trust formed by IFG in May 1996
primarily 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. IPT has been organized
and operates in a manner that qualifies it to be taxed as a REIT under the Code.
Substantially all of IPT's assets are held through its operating partnership,
IPLP. On September 17, 1998, AMIT was merged into IPT. AMIT was in the business
of making various types of intermediate term real estate loans.

As of the date of the AMIT Merger, AMIT had 19 loans outstanding, with an
aggregate principal balance of approximately $21.1 million, and AMIT owned, as a
result of foreclosures or receipt of deed in lieu of foreclosure on certain
assets securing certain AMIT loans, approximately $14.4 million of real
property, net of a fair value adjustment of $1.5 million. As of September 17,
1998, 10 of the 19 AMIT loans outstanding were to the Controlled Partnerships
(as defined below) with an aggregate principal balance of $12.1 million. IPT
acquired these assets as a part of the AMIT Merger, as well as approximately
$13.4 million of cash held by AMIT at the time of the AMIT Merger.

Immediately prior to the execution of the Original Merger Agreement, IPT
held equity interests in and effectively controlled 121 real estate limited
partnerships (the "Controlled Partnerships") and held ten wholly-owned real
estate assets. IPT (or its subsidiary) owned a controlling equity interest in
each entity that comprises or controls the managing general partner of each
Controlled Partnership, and IPLP (and its subsidiaries) owned the limited
partner interests in the Controlled Partnerships and IPT's ten existing
wholly-owned real estate assets. The Controlled Partnerships in which IPT owns a
material interest are referred to herein as the "IPT Partnerships." The IPT
Partnerships are listed beginning on the following page. As of October 1, 1998,
the Controlled Partnerships owned a total of approximately 339 properties
containing approximately 70,000 residential apartment units and approximately
5.9 million square feet of commercial space, and of those, the IPT Partnerships
owned a total of approximately 197 properties containing approximately 48,000
residential apartment units and approximately 3 million square feet of
commercial space. See "IPT Formation Transactions and Certain Recent
Developments."

On December 7, 1998, IPLP entered into the IPLP Assignment Agreement with
the AIMCO Operating Partnership. Pursuant to the IPLP Assignment Agreement, IPLP
transferred the economic rights to the Assets to the AIMCO Operating Partnership
and the AIMCO Operating Partnership assumed all of IPLP's obligations relating
to the Assets in exchange for approximately 10.2 million OP Units. Immediately
following the IPLP Exchange, the sole assets owned by IPLP consisted of (i) a
100% ownership interest in Cooper River Properties, LLC (which in turn owns
limited partner units in a number of publicly-traded limited partnerships), (ii)
cash, (iii) IPLP's rights under that certain Credit Agreement among IPLP, Lehman
Syndicated Loan Funding Trust, as syndication agent, First Union National Bank,
as administrative agent, and the lenders from time to time parties thereto (the
"IPLP Credit Agreement"), (iv) approximately 10.2 million OP Units and (v) all
residual rights under the Assets that were not transferred in the IPLP Exchange.

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<PAGE> 166

The number of OP Units issued by the AIMCO Operating Partnership to IPLP in
the IPLP Exchange was calculated based upon an OP Unit value of $37.75, the
average market price of AIMCO Common Stock over a 20-trading day period
preceding October 1, 1998. The economic rights to the Assets were valued by IPLP
and the AIMCO Operating Partnership at approximately $386.2 million, which
resulted in the AIMCO Operating Partnership issuing approximately 10.2 million
OP Units to IPLP in exchange for the economic rights to the Assets.

As of December 1, 1998, there were 23,482,538 IPT Common Shares issued and
outstanding, 12,033,556 (or approximately 51%) of which were owned by AIMCO, as
the successor to IFG, and its subsidiaries. Upon consummation of the IFG Merger
on October 1, 1998, IPLP had three partners -- IPT, was the sole general partner
and owned 23,446,538 (or approximately 70%) of outstanding IPLP OP Units; AIMCO,
as the successor to IFG, was the special limited partner and owned 8,919,480 (or
approximately 27%) of the outstanding IPLP OP Units; and Insignia Capital
Corporation ("ICC"), a wholly-owned subsidiary of AIMCO, was a limited partner
and owned 1,014,495 (or approximately 3%) of the outstanding IPLP OP Units.
Subsequently, AIMCO and ICC contributed their interests in IPLP to the AIMCO
Operating Partnership, making the AIMCO Operating Partnership the owner of
approximately 30% of the outstanding IPLP OP Units. The affairs of IPLP and the
relations among its partners are governed by a partnership agreement (the "IPLP
Partnership Agreement"). Under the IPLP Partnership Agreement, the AIMCO
Operating Partnership is designated as the special limited partner of IPLP and,
as such, possesses special rights with respect to certain matters concerning
IPLP. Limited partners of IPLP have the right, under certain circumstances, to
require IPLP to redeem their IPLP OP Units for cash, subject, however, to
certain first rights of IPT to acquire such IPLP OP Units for IPT Common Shares.
See "The IPLP Partnership Agreement."

Under the IPLP Partnership Agreement, IPT is required to cause the AIMCO
Operating Partnership, as the successor to IFG and AIMCO, to be retained to
provide (i) property management services with respect to virtually all
properties currently or hereafter controlled (directly or indirectly) by IPT and
(ii) partnership administration services to certain of the partnerships
controlled by IPT. IPT, IPLP and IFG also are parties to an agreement (the
"Acquisition and Disposition Services Agreement"), pursuant to which IPT has
engaged AIMCO, as the successor to IFG, to provide certain real estate
securities acquisition and disposition services to IPT and IPLP. See "The IPLP
Partnership Agreement" and "Acquisition and Disposition Services Agreement."

THE IPT PARTNERSHIPS

The table below sets forth the following information with respect to each
of the IPT Partnerships, in each case as of September 30, 1998: (i) its name;
(ii) IPT's aggregate (direct and indirect) stated ownership interest therein
(taking into account both limited and general partner interests); (iii) the
number of properties owned; (iv) the number of

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<PAGE> 167

residential apartment units contained in the properties; and (v) the number of
square feet of commercial space contained in the properties.

<TABLE>
<CAPTION>
IPT'S STATED
OWNERSHIP NUMBER OF RESIDENTIAL COMMERCIAL
INTEREST PROPERTIES UNITS SQUARE FEET
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Consolidated Capital Growth Fund(b)(c).......... 44.48% 4 1,647 --
Consolidated Capital Institutional
Properties(c)................................. 40.54% 14 3,572 224,624
Consolidated Capital Institutional
Properties/2(c)............................... 21.40% 11 856 955,700
Consolidated Capital Institutional
Properties/3(c)............................... 24.71% 10 1,661 276,793
Consolidated Capital Properties III(a)(b)....... 24.34% 4 468 137,184
Consolidated Capital Properties IV(a)(b)........ 27.10% 17 4,258 --
Consolidated Capital Properties V(a)(b)......... 25.19% 3 454 85,727
Consolidated Capital Properties VI(a)(b)........ 22.35% 1 261 --
Johnstown/Consolidated Income Partners(b)....... 20.95% 3 158 143,436
Multi-Benefit Realty Fund 87-1(b)............... 22.69% 3 778 --
Shelter Properties I(a)......................... 46.96% 4 806 --
Shelter Properties II(a)........................ 40.51% 3 853 --
Shelter Properties III(a)....................... 34.03% 4 831 --
Shelter Properties IV(a)........................ 39.64% 3 1,620 --
Shelter Properties V(a)......................... 43.69% 7 1,944 --
Shelter Properties VI(a)........................ 35.59% 6 1,456 --
Shelter Properties VII(a)....................... 23.07% 2 566 --
National Property Investors III(b)(c)........... 45.39% 3 1,092 --
National Property Investors 4(b)(c)............. 61.94% 1 722 --
National Property Investors 5(b)(c)............. 46.66% 3 895 --
National Property Investors 6(b)(c)............. 44.40% 6 1,691 --
National Property Investors 7(b)(c)............. 42.55% 5 1,122 --
National Property Investors 8(b)(c)............. 38.62% 2 672 --
Century Properties Fund XIV(a)(b)............... 45.82% 3 850 --
Century Properties Fund XV(a)(b)................ 44.45% 2 962 --
Century Properties Fund XVI(a)(b)............... 36.90% 2 472 --
Century Properties Fund XVII(a)(b).............. 38.35% 5 1,993 --
Century Properties Fund XVIII(a)(b)............. 35.69% 2 724 --
Century Properties Fund XIX(a)(b)............... 33.03% 8 2,278 --
Century Properties Growth Fund XXII(a)(b)....... 27.02% 9 2,895 --
Fox Strategic Housing Income Partners........... 15.67% 2 344 --
Davidson Growth Plus, L.P....................... 11.57% 3 688 --
Davidson Diversified Real Estate II, L.P........ 4.72% 5 1,342 160,000
Davidson Income Real Estate, L.P................ 4.77% 4 580 --
HCW Pension Real Estate Fund.................... 2.45% 2 269 104,312
Angeles Income Properties, Ltd. II.............. 13.26% 5 780 169,168
Angeles Income Properties, Ltd. IV.............. 8.01% 2 -- 345,287
Angeles Income Properties, Ltd. 6............... 5.09% 6 907 251,200
Angeles Opportunity Properties, Ltd............. 4.23% 2 352 --
Angeles Partners IX............................. 18.22% 5 1,441 --
Angeles Partners XII............................ 22.24% 10 2,855 173,473
Woodhaven Associates, L.P....................... 36.36% 1 208 --
</TABLE>

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<PAGE> 168

- -------------------------

(a) Indicates that (i) the stated interest of the general partner with respect
to distributions of net sales and refinancings proceeds are subordinated to
priority returns of and on limited partner investments, or (ii) the general
partner is required to restore distributions received on account of their
stated interests in the event the limited partners fail to receive
distributions in an aggregate amount equal to their aggregate original
investment. IPT believes, based on current real estate values, that these
limited partner priorities would not be achieved and thus IPT has valued the
stated general partner interest in such partnership at zero.

(b) Indicates that the general partner has an additional interest in the
partnership (e.g., "incentive fees") which effectively entitles it to
participate in the results of operations in fixed percentages beyond the
stated interest of the general partner. With respect to each National
Property Investors ("NPI") partnership, there is a maximum annual amount the
general partner may receive in respect of such additional fixed-percentage
interest.

(c) Indicates that the interest of the general partner in distributions of net
proceeds from property sales and refinancings is generally greater than its
stated interest in the partnership, assuming the limited partners have
recovered their investments and stated returns thereon. In addition, certain
partnerships allocate a portion of the sales proceeds to the general partner
as a non-subordinated disposition fee. Based on the terms of the applicable
partnership agreements and estimated current property values, IPT believes
that the general partner would be allocated a greater portion of net sales
or refinancing proceeds than their stated interest would indicate.

BUSINESS OBJECTIVES

IPT's primary business objective is to acquire interests in multifamily
residential properties located in the United States, including through (i)
direct ownership of such properties; (ii) indirect ownership of properties
through investments in limited partnerships, joint ventures or other entities
owning such properties; and (iii) indebtedness secured by such properties. Since
the execution of the Original Merger Agreement, IPT, through IPLP, has made
acquisitions; however, it is unclear whether or not IPT will continue to acquire
any additional multifamily residential property interests. IPT has sought and
may seek to engage in transactions that would enhance the value of such
interests and that IPT's management believed ultimately would provide superior
returns to the shareholders of IPT and the limited partners of IPLP. Once
interests, if any, are acquired, IPT may take such action as it deems
appropriate to try to enhance the return on its investment in such interests.
IPT intends to utilize the significant experience of AIMCO, as successor to IFG,
in managing and, during the term of the Acquisition and Disposition Services
Agreement, in possibly acquiring the multifamily residential properties or
interests in multifamily residential properties described above.

IPT believes that there are attractive opportunities to acquire interests
in multifamily residential properties. IPT anticipates that it may seek to
acquire additional interests in certain IPT Partnerships to the extent such
interests become available at prices that IPT considers favorable in light of
its assessment of the value of the underlying properties. IPT also may pursue
opportunities to acquire multifamily real estate assets or interests in such
real estate assets from other sources, either through the acquisition of general
and limited

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<PAGE> 169

partner interests in partnerships that hold such assets, direct or indirect
investments in fee interests, or investments in debt secured by such real estate
assets.

IPT will seek to enhance the value of its real estate portfolio in a
variety of ways, which could include: (i) arranging for the underlying
properties in which it holds an interest to be managed by AIMCO, as successor to
IFG, and/or its property management affiliates with a view to achieving material
increases in FFO and distributable cash flow and (ii) realizing economies of
scale through mergers or consolidations of partnerships (and other entities) in
which IPT has invested, or combinations of such partnerships (and other
entities) with other issuers.

In addition to its interests in multifamily residential property, IPT, as a
result of the AMIT Merger, acquired AMIT's assets which primarily consist of
loans secured by mortgages and other real estate related interests. IPT intends
to manage the loan portfolio of AMIT substantially in accordance with the past
practices of AMIT. Although IPT has no present intentions to originate any new
loans, it may do so in the future depending upon the capital resources of IPT
and the relative anticipated returns on such investments.

Also, although it has no current plans to do so, IPT may seek to develop
real estate and engage in transactions with respect to such development that are
consistent with IPT's investment policies and that IPT believes will enhance the
value of such properties.

ACQUISITION STRATEGIES

If IPT determines to continue making acquisitions, its primary strategies
with respect to an acquisition of interests in multifamily residential
properties would be to:

- - acquire additional general partner interests in other limited partnerships
(and controlling interests in other types of entities) that own multifamily
residential properties as a material portion of their holdings;

- - purchase other direct and indirect interests, including fee interests, in
multifamily residential properties;

- - invest in debt secured by mortgages and other real estate-related interests.
In this regard IPT intends to manage the portfolio of AMIT mortgages in
accordance with the past practices of AMIT; and

- - possibly acquire additional limited partner interests in the Controlled
Partnerships, including the IPT Partnerships.

In making decisions whether to acquire interests in particular real
properties, IPT would consider the real estate and capital market conditions. In
addition, IPT would consider such factors as: (i) the recent sales prices (if
any) of such interests in relation to IPT's estimate of the value of the
underlying real estate assets; (ii) the geographic area, type of property and
demographic profile of the underlying properties; (iii) the location,
construction quality, condition and design of such properties; (iv) the current
and anticipated cash flow of such properties and its adequacy to meet
operational needs; (v) the potential for capital appreciation, if any; (vi) the
growth, tax and regulatory environments of the communities in which such
properties are located; and (vii) the impact of such investment on IPT's ability
to maintain its REIT status. Finally, with respect to potential investments in
interests of any limited partnership, in deciding whether to acquire such
limited partner interests, IPT would consider whether it would acquire in

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<PAGE> 170

the transaction, or could reasonably expect in the future to acquire, ownership
or control of the general partner of such limited partnership.

Additionally, under the terms of the Acquisition and Disposition Services
Agreement, IPT is required to inform AIMCO, as successor to IFG, of certain
opportunities to invest in commercial properties and may not invest in such
properties without the prior consent of AIMCO. See "Acquisition and Disposition
Services Agreement -- Agreement Regarding Certain Real Estate Opportunities."

OPERATING ACTIVITIES

Once interests in multifamily residential properties have been acquired,
IPT has broad powers to take such actions as the IPT Board deems necessary to
enhance returns on its investments in such interests.

As required by the IPLP Partnership Agreement, IPT has retained AIMCO
Operating Partnership, as successor to IFG, to manage all of the real properties
controlled by IPT. Historically, upon the acquisition of limited partner
interests in a real estate limited partnership in which IFG or Metropolitan
Asset Enhancement, L.P., a Delaware limited partnership affiliated with IFG
("MAE"), controlled the general partner, IFG continued its strategy of working
to increase the value of, and cash flow generated by, such partnership's assets.
IPT believes that IFG's property management capabilities (which AIMCO acquired)
contributed significantly to the potential benefit of owning interests in real
estate limited partnerships. IPT believes that IFG had been able to manage such
partnerships at a net cost to the partnerships that is lower than that charged
by predecessor managers and has traditionally achieved improvements in property
operations compared to the predecessor managers.

IPT expects that the general partners of each of the Controlled
Partnerships, and of any other real estate limited partnerships in which IPT may
acquire interests, will seek and review opportunities to engage in transactions
which may enhance returns to the partnership's limited partners. In that regard,
IPT expects that the general partners will carefully consider any suggestions or
proposals that IPT may make. IPT believes that possible future transactions
which may be proposed by the general partner of a limited partnership include
(i) payment of distributions, (ii) refinancing, reducing or increasing existing
indebtedness of the limited partnership, (iii) sales of assets, individually or
as part of a complete liquidation of the limited partnership and (iv) mergers or
other consolidation transactions involving the limited partnership. Any such
merger or consolidation transaction could involve other limited partnerships in
which IPT, AIMCO, as successor to IFG, or their respective affiliates serve as
general partner, or a combination of the partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of IPT or AIMCO, as
successor to IFG). In any such merger or consolidation, limited partners might
receive cash, IPT Common Shares, IPLP OP Units or other securities or
consideration. There can be no assurance, however, as to when or whether any of
the transactions referred to above might occur. A merger or other consolidation
transaction and certain kinds of other extraordinary transactions would require
a vote of the limited partners in the subject limited partnership, and by
holding a substantial number of units of limited partner interests in the
partnership, IPT, as general partner of IPLP, will be able to influence (and in
some instances may be able to control) the outcome of such a vote.

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<PAGE> 171

INVESTMENT POLICIES

If IPT were to make any investments, IPT would invest primarily in
multifamily residential real estate located in the United States. Such
investments could be made through the acquisition of general and limited partner
interests in limited partnerships and the acquisitions of direct and indirect
fee interests. Although it has no current plans to do so, IPT may also invest in
debt secured by mortgages and other real estate-related interests. IPT has no
present intention to invest in commercial real estate except to the extent any
commercial properties may be acquired incidentally to the acquisition of
multifamily residential portfolios. In addition, although it has no current
intention to do so, IPT has the authority to invest in real estate interests
outside of the United States.

Subject to the REIT qualification requirements, there is no limitation on
the percentage of IPT's total assets that may be invested in any one investment.
The IPT Board may establish such limitations as it deems appropriate from time
to time without a vote of the shareholders. No limits have been set on the
number of limited partnerships in which IPT may seek to invest, or on the
concentration of investment in any one limited partnership or in any geographic
area.

IPT may invest its cash in certain short-term investment grade instruments.
Such investments may be in interest-bearing bank accounts, certificates of
deposit, money-market securities, United States government securities,
mortgage-backed securities guaranteed by the Government National Mortgage
Association, mortgages insured by the Federal Housing Administration or
guaranteed by the Veterans Administration, mortgage loans, mortgage loan
participations and certain other similar investments. IPT's ability to make
certain of these investments may be limited by tax considerations.

IPT may, but does not presently intend to, make investments other than as
previously described. IPT has the authority to offer IPT Common Shares or other
senior securities in exchange for property and to repurchase or otherwise
reacquire IPT Common Shares or any other securities, and may engage in such
activities in the future. In addition, IPT may cause IPLP to offer IPLP OP Units
in exchange for property. IPT has not made any loans to the trustees and
officers of IPT, although it may do so in the future. In addition, IPT may make
loans secured by real estate, including without limitation loans to the
Controlled Partnerships. At all times, if IPT were to make investments, it
intends to make investments in such a manner as to be consistent with the
requirements of the Code to qualify as a REIT unless, in light of changed
circumstances, the IPT Board determines that it is no longer in the best
interests of IPT and its shareholders to qualify as a REIT.

FINANCING POLICIES

In the second and third quarters of 1997, IPT raised approximately $62
million in private stock offerings. See "-- Certain Recent
Developments -- Private Offerings." Additionally, IPLP has a line of credit in
the principal amount of $50 million. See "-- IPT Line of Credit."

CONFLICT OF INTEREST POLICIES

IPT has adopted certain policies designed to minimize potential conflicts
of interest. The IPT Board is subject to certain provisions of Maryland law
described below, which are

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<PAGE> 172

designed to eliminate or minimize certain potential conflicts of interest.
However, there can be no assurance that these policies always will be successful
in eliminating the influence of such conflicts, and if they are not successful,
decisions could be made that might fail to reflect fully the interests of all
shareholders of IPT.

The IPT Declaration authorizes IPT to enter into transactions, agreements
or other arrangements with any person or business entity even though one or more
trustees or officers of IPT may be a party to such agreement or an officer,
director, shareholder, partner, member, trustee or affiliate of such other
party, and no such agreement or transaction is void or voidable solely by reason
of the existence of any such relationship, if either (i) the existence of such
relationship is disclosed or known by (A) the IPT Board and the agreement or
transaction is approved by a majority of the disinterested members of the IPT
Board, or (B) the shareholders of IPT, and the agreement or transaction is
approved by a majority of the shareholders entitled to vote other than the
interested trustee or other party, or (ii) the agreement or transaction is fair
to IPT.

Additionally, under the IPT Declaration, each trustee of IPT is required to
discharge his duties in good faith, with the care an ordinarily prudent person
in a like position would exercise under similar circumstances and in a manner he
reasonably believes to be in the best interest of IPT.

Under IPT's Bylaws, as amended in connection with the Merger Agreement, a
committee of the IPT Board consisting of the AIMCO-nominated Trustees is
authorized to act on behalf of the IPT Board with respect to (i) all
transactions between IPT and AIMCO (other than loans and matters relating to the
Merger Agreement) and (ii) any offer by AIMCO to purchase limited partnership
interests in Controlled Partnerships or limited partnerships controlled by
Winthrop Financial Associates.

POLICIES WITH RESPECT TO OTHER ACTIVITIES

IPT has authority to offer equity or debt securities in exchange for
property and to repurchase or otherwise reacquire securities and may engage in
such activities in the future. IPT also may make loans to IPLP. As described
under "The IPLP Partnership Agreement -- Redemption Rights," IPT may (but is not
obligated to) issue IPT Common Shares to holders of IPLP OP Units upon exercise
of their redemption rights, subject to certain restrictions and limitations. IPT
has not engaged in underwriting or agency distribution of the securities of
other issuers and does not intend to do so. IPT has made and may make
investments in such a way that it will not be treated as an investment company
under the Investment Company Act of 1940, as amended.

If IPT makes any investments, IPT would invest in a manner consistent with
the requirements of the Code for IPT to qualify as a REIT unless, because of
changing circumstances or changes in the Code (or in the Treasury Regulations),
the IPT Board determines that it is no longer in the best interests of IPT to
qualify as a REIT.

IPT's policies with respect to such activities may be reviewed and modified
from time to time by the IPT Board without the vote of the shareholders of IPT.

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<PAGE> 173

PROPERTIES

The following table sets forth the number of properties, the primary use
and units, the average annual rental rate and average occupancy for each IPT
Partnership as of December 31, 1997.

<TABLE>
<CAPTION>
NUMBER AVERAGE
OF RENTAL ANNUAL AVERAGE
NAME OF PARTNERSHIP PROPERTIES PRIMARY USE/UNITS RATES/PER UNIT 1997 OCCUPANCY
- ------------------- ---------- ----------------- ------------------- ---------
<S> <C> <C> <C> <C>
Consolidated Capital Growth
Fund....................... 4 Apartment/1,647 units $7,124/unit 92.3%
Consolidated Capital
Institutional
Properties(a).............. 15(b) 12.5 Apartment/3,572 units $7,466/unit 91.7%
2.5 Commercial/320,764 sq. ft. $13.87/sq. ft. 80.3%
Consolidated Capital
Institutional
Properties/2(c)............ 11 4 Apartment/856 units $7,736/unit 93.2%
7 Commercial/955,700 sq. ft. $14.58 sq. ft. 92.8%
Consolidated Capital
Institutional
Properties/3............... 10 8 Apartment/1,661 units $7,851/unit 94.9%
2 Commercial/276,793 sq. ft. $6.26 sq. ft. 92.9%
Consolidated Capital
Properties III............. 4 3 Apartment/468 units $6,160/unit 94.0%
1 Commercial/197,184 sq. ft. $10.81/sq. ft. 93.6%
Consolidated Capital
Properties IV.............. 17(d) 3 Apartment/4,258 units $6,816/unit 94.0%
Consolidated Capital
Properties V............... 3 2 Apartment/454 units $7,211/unit 94.6%
1 Commercial/85,727 sq. ft. $14.74/sq. ft. 95.0%
Consolidated Capital
Properties VI.............. 1 Apartment/261 units $6,517/unit 88.0%
Shelter Properties I......... 4 Apartment/806 units $6,357/unit 94.3%
Shelter Properties II........ 3 Apartment/853 units $6,650/unit 94.6%
Shelter Properties III....... 4 Apartment/831 units $6,754/unit 92.6%
Shelter Properties IV........ 3 Apartment/1,620 units $7,014/unit 94.6%
Shelter Properties V......... 7 Apartment/1,944 units $7,083/unit 93.1%
Shelter Properties VI........ 6 Apartment/1,456 units $7,093/unit 93.9%
Shelter Properties VII....... 2 Apartment/566 units $6,922/unit 91.7%
National Property Investors
III........................ 3 Apartment/1,092 units(e) $7,852/unit 96.2%
National Property Investors
4.......................... 1 Apartment/722 units $9,136/unit 95.2%
National Property Investors
5.......................... 3.24(f) Apartment/1,033 units $5,485/unit 91.7%
National Property Investors
6.......................... 6.76(g) Apartment/2,129 units $6,316/unit 90.8%
National Property Investors
7.......................... 5 Apartment/1,122 units $6,746/unit 93.1%
National Property Investors
8.......................... 2 Apartment/672 units $7,123/unit 91.9%
Century Properties Fund
XIV........................ 3 3 Apartment/850 units $6,970/unit 93.3%
Century Properties Fund XV... 2 2 Apartment/962 units $7,898/unit 94.5%
Century Properties Fund
XVI........................ 2 Apartment/472 units $6,232/unit 95.2%
Century Properties Fund
XVII....................... 5 Apartment/1,993 units $6,548/unit 95.2%
Century Properties Fund
XVIII...................... 2 Apartment/724 units $6,349/unit 94.7%
Century Properties Fund
XIX........................ 8 Apartment/2,278 units $7,297/unit 91.9%
</TABLE>

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<PAGE> 174

- -------------------------

(a) Includes properties owned by Consolidated Capital Equity Properties, L.P.
("CCEP") in which Consolidated Capital Institutional Properties has a
beneficial ownership interest as a result of its ownership of a significant
amount of CCEP's debt securities.

(b) One property includes both commercial and residential space.

(c) Includes properties owned by Consolidated Capital Equity Properties/Two,
L.P. ("CCEP2") in which Consolidated Capital Institutional Properties/2 has
a beneficial ownership interest as a result of its ownership of a
significant amount of CCEP2's debt securities.

(d) The partnership originally acquired 48 properties, of which 11 were sold,
ten were conveyed to lenders in lieu of foreclosure, and nine were
foreclosed upon by the lenders in the fiscal years prior to 1996. In
February of 1996, the partnership lost an additional property through
foreclosure. As of December 31, 1997, the partnership owned 17 apartment
complexes and held one note receivable on a sold property.

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<PAGE> 175

(e) In January 1997, the partnership acquired co-tenant's 10% interest in 304 of
the 1,092 units for $50,000.

(f) The partnership is a tenant in common with National Property Investors 6 on
a property consisting of 576 units; 138 units represents the partnership's
pro rata share.

(g) The partnership is a tenant in common with National Property Investors 5 on
a property consisting of 576 units; 438 units represent the partnership's
pro-rata share; the partnership owns 75.972% subject to a first mortgage.

(h) The partnership originally acquired four properties and funded five loans.
At December 31, 1997, the partnership owned three properties.

(i) One apartment property (320 units) is held through a joint venture 82.5%
owned by Davidson Growth Plus, L.P. and 17.5% owned by Davidson Income Real
Estate, Ltd.

(j) Does not include a 14.4% interest in a golf course held by the partnership.

(k) Does not include a 44.5% interest in a golf course held by the partnership.

TAXES/DEPRECIATION

The following table sets forth the aggregate gross carrying value, the
aggregate accumulated depreciation, the range and method of depreciation, and
the aggregate Federal tax basis of the properties owned by the IPT Partnerships
as of December 31, 1997 (all in thousands) and the aggregate 1997 taxes and tax
rate paid by the IPT Partnerships.

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<PAGE> 176

<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
GROSS AGGREGATE FEDERAL AGGREGATE 1997
CARRYING ACCUMULATED RANGE OF TAX 1997 TAX
PARTNERSHIP VALUE DEPRECIATION DEPRECIATION METHOD BASIS TAXES RATE
- ----------- --------- ------------ ------------ ------ --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shelter Properties III........ 25,880 14,229 5-36 yrs. S/L 3,842 346 8.56%
5-32 yrs.
Shelter Properties IV......... 59,996 32,269 5-30 yrs. S/L 7,981 777 1.86%
5-36 yrs.
Shelter Properties V.......... 75,253 40,464 5-27 yrs. S/L 13,006 806 2.02%
5-34 yrs.
Shelter Properties VI......... 52,209 24,751 5-27 yrs. S/L 16,536 912 2.37%
5-35 yrs.
Shelter Properties VII........ 21,447 9,906 5-29 yrs. S/L 9,974 181 4.24%
5-39 yrs.
National Property Investors
III......................... 35,484 23,509 5-27.5 yrs. S/L 11,916 684 4.02%
National Property Investors
4........................... 26,047 17,946 5-27.5 yrs. S/L 3,809 467 4.32%
National Property Investors
5........................... 29,093 20,711 5-27.5 yrs. S/L 4,161 233 2.13%
National Property Investors
6........................... 64,370 41,579 5-27.5 yrs. S/L 15,384 454 3.35%
National Property Investors
7........................... 45,426 24,079 5-27.5 yrs. S/L 12,938 380 1.64%
National Property Investors
8........................... 30,036 15,084 5-27 yrs. S/L 12,921 451 4.07%
5-29 yrs.
Century Properties Fund XIV... 26,659 14,074 5-30 yrs. S/L 7,524 306 2.06%
Century Properties Fund XV.... 39,884 18,559 5-30 yrs. S/L 19,480 735 2.70%
Century Properties XVI........ 14,947 7,303 5-30 yrs. S/L 2,452 246 2.76%
Century Properties XVII....... 66,141 30,323 5-30 yrs. S/L 14,022 761 3.45%
Century Properties XVIII...... 26,859 9,777 5-30 yrs. S/L 8,581 473 2.09%
Century Properties XIX........ 95,841 40,016 5-30 yrs. S/L 26,644 1,136 1.95%
Century Properties Growth Fund
XXII........................ 130,980 52,090 5-30 yrs. S/L 48,019 1,647 2.20%
Johnstown/Consolidated Income
Partners.................... 13,092 6,193 5-19 yrs. S/L 7,629 162 2.17%
5-28 yrs.
Davidson Growth Plus, L.P..... 23,756 9,160 5-25 yrs. S/L 21,165 448 2.69%
Multi-Benefit Realty Fund
'87-1....................... 23,943 10,913 5-30 yrs. S/L 16,121 343 3.51%
Fox Strategic Housing
Income...................... 21,364 6,416 5-30 yrs. S/L 14,633 271 4.29%
Davidson Diversified Real
Estate II, L.P. ............ 44,544 21,263 5-25 yrs. S/L 17,260 741 3.36%
Angeles Income Partners, Ltd.
II.......................... 35,800 24,462 5-20 yrs. S/L 8,026 560 2.40%
Angeles Income Properties,
Ltd. IV..................... 23,368 12,569 5-20 yrs. S/L 14,515 190 1.39%
Angeles Income Properties,
Ltd. 6...................... 36,223 8,650 5-40 yrs. S/L 35,166 821 3.69%
Angeles Opportunity Partners,
Ltd......................... 8,294 1,914 5-40 yrs. S/L 7,134 224 2.84%
Angeles Partners IX........... 36,860 22,719 5-19 yrs. S/L 16,797 409 3.56%
5-25 yrs.
Angeles Partners XII.......... 100,619 60,629 5-40 yrs. S/L 38,099 2,156 3.10%
Davidson Income Real Estate,
L.P......................... 24,287 10,149 5-25 yrs. S/L 17,796 424 2.63%
HCW Pension Real Estate Fund.. 15,391 4,892 5-25 yrs. S/L 11,832 397 9.61%
5-40 yrs.
Woodhaven Associates, L.P. ... 5,288 3,162 5-30 yrs. S/L 552 81 1.36%
</TABLE>

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<PAGE> 177

MORTGAGES

The following table sets forth the aggregate principal balance outstanding
on the mortgages of each IPT Partnership, the range of interest on and
maturities of such mortgages and the aggregate balance due at maturity as of
December 31, 1997.

<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL AGGREGATE BALANCE
PARTNERSHIP OUTSTANDING RANGE OF INTEREST MATURITIES DUE AT MATURITY
----------- ------------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Consolidated Capital Growth
Fund.......................... $30,690 6.95-7.33% 11/03; 12/05 $30,690
Consolidated Capital
Institutional Properties...... 27,581 6.95% 12/05 24,200
Consolidated Capital
Institutional Properties/2.... 32,905 7.33-9.88% 06/00; 11/03 31,528
Consolidated Capital
Institutional Properties/3.... 30,525 6.95-7.33% 11/93; 12/05 30,525
Consolidated Capital Properties
III........................... 4,200 7.33% 11/03 4,200
Consolidated Capital Properties
IV............................ 71,191 6.95-10.50% 12/98; 12/05 69,071
Consolidated Capital Properties
V............................. 11,145 7.33-9.125% 10/03; 06/04 10,018
Consolidated Capital Properties
VI............................ 4,407 9.50% 05/01 4,512
Shelter Properties I............ 11,470 7.33-7.60% 11/02; 11/03 10,888
Shelter Properties II........... 8,549 7.60% 11/02 7,370
Shelter Properties III.......... 8,276 7.60-7.83% 11/02; 10/03 7,228
Shelter Properties IV........... 24,067 7.60% 11/02 20,669
Shelter Properties V............ 31,513 7.33-10.375% 02/99; 12/16 23,787
Shelter Properties VI........... 26,790 7.60% 11/02 23,008
Shelter Properties VII.......... 11,116 7.50-7.83% 03/01; 10/03 10,287
National Property Investors
III........................... 24,414 7.13-9.87% 07/01; 01/08(a) 23,602
National Property Investors 4... 19,300 7.33% 11/01/03 19,300
National Property Investors 5... 11,704 8.50%-9.00% 02/01; 07/03 10,658
National Property Investors 6... 26,135 7.33% 11/03 26,135
National Property Investors 7... 20,284 7.33%-8.56% 02/01; 11/03 20,157
National Property Investors 8... 10,924 7.33%-9.85% 02/02; 11/03 10,611
Century Properties Fund XIV..... 16,067 9.88% 07/01 15,551
Century Properties Fund XV...... 19,023 7.33-9.6% 07/01; 11/03 18,529
Century Properties Fund XVI..... 7,422 7.88% 01/06 6,618
Century Properties Fund XVII.... 37,334 7.875-8.630% (b) 07/99; 07/05 39,574
Century Properties Fund XVIII... 18,550 7.36%-8.25% 01/99; 10/04 17,605
Century Properties Fund XIX..... 60,900 7.33-8.33% 01/03; 01/06 56,462
Century Properties Growth Fund
XXII.......................... 72,603 7.33-7.93% (c) 12/99; 02/06 66,036
Johnstown/Consolidated Income
Partners...................... 2,325 7.33% 11/03 2,325
Davidson Growth Plus, L.P. ..... 12,270 7.60-7.83% 11/02; 10/03 10,750
Multi-Benefit Realty Fund
87-1.......................... 12,285 7.33-8.30% 10/00; 11/03 12,075
Fox Strategic Housing Income
Partners...................... 7,836 10.9% 08/98 8,713
Davidson Diversified Real Estate
II, L.P. ..................... 26,807 (d) 1/00; 12/09 22,185
</TABLE>

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- -------------------------

(a) One property (304 units) has a mortgage that matured on September 1, 1996,
and an extension was obtained through December 31, 1997. The partnership
continues to pay debt service to the lender while alternate financing is
arranged.

(b) One property has zero coupon note; discounted at an effective interest rate
of 10.247%.

(c) One property with a principal balance of $2,840,000 bears interest at LIBOR
plus 3.75%; the other properties range in interest from 7.33% to 7.93%.

(d) Adjusted rate based on 75% of interest rate on new-issue long-term A-rate
utility bonds as determined on first day of each calendar year. The rate at
December 31, 1997 was 5.385%. Rates on the other properties ranged from
7.50% to 10.125%.

LEGAL PROCEEDINGS

Bond Purchase LLC Litigation/Arbitrations. In 1997 and 1998, Bond Purchase
LLC, which alleges that it is a unitholder in each partnership it has sued,
commenced six separate lawsuits in state court in Missouri against six
partnerships that it alleges were managed and/or controlled by IFG (and, its
successor, AIMCO) or affiliates of IFG. These six partnerships are Fox Strategic
Housing Income Partners, Angeles Opportunity, Angeles Partners IX, Angeles
Partners XII, Shelter Realty Properties VII, and United Investors Growth II LP.
Bond Purchase LLC also commenced arbitration proceedings before the American
Arbitration Association in San Francisco against seven partnerships, the
partnership agreements of which have mandatory arbitration clauses. Those
partnerships are Consolidated Capital Institutional Properties I, Consolidated
Capital Institutional Properties II, Consolidated Capital Institutional
Properties III, Consolidated Capital Institutional Properties IV,
Johnstown/Concap Income Partners LLP, and Multi-Benefit Realty Fund '87-I, and
Concap Equities, Inc., as general partner. Initially, in both the lawsuits and
the arbitration, Bond Purchase LLC asserted claims of breach of contract and
breach of fiduciary duty relating to the alleged refusal of the general partners
to provide lists of limited partners in each partnership to Bond Purchase LLC.
Bond Purchase LLC sought equitable relief and attendant unspecified damages. In
late November and early December 1998, Bond Purchase LLC filed applications with
the state court in Missouri and before the arbitral panel seeking to add parties
and causes of action in the

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proceedings. In each instance, Bond Purchase LLC is seeking to add IFG, IPT,
AIMCO, and certain alleged affiliates that made tender offers for units in the
subject partnerships to the lawsuits. In addition, Bond Purchase LLC is seeking
to add additional claims to the lawsuits and the arbitral proceedings for
tortious interference with business expectancy, intentional interference with
contract, conspiracy to interfere with business expectancy and violations of the
California Cartwright Act (the California state anti-trust law). To date, Bond
Purchase LLC has filed formal motions to amend in the Fox Strategic Housing
Income Partners litigation in Missouri and, as to all seven partnerships in the
arbitration.

Nuanes Litigation. On March 24, 1998, an action entitled Rosalie Nuanes, et
al. v. Insignia Financial Group, Inc., et al. was filed in the Superior Court of
the State of California for the County of San Mateo, in which the plaintiffs
named as defendants, among others, IPT, IPLP and IFG. The complaint purports to
assert claims on behalf of the limited partners of 55 of the Controlled
Partnerships and derivatively on behalf of the Controlled Partnerships named in
the complaint, which are also named as nominal defendants. The complaint
challenges (i) the acquisition of interests in the general partners of the named
Controlled Partnerships by IFG and its affiliates, (ii) various past tender
offers commenced by affiliates of IFG and IPT to acquire units of limited
partner interest in the Controlled Partnerships named in the complaint, (iii)
the management of the named Controlled Partnerships by IFG and its affiliates
and (iv) the IFG Merger.

The complaint seeks monetary damages and equitable relief, including the
dissolution of the Controlled Partnerships named in the complaint. IPT and AIMCO
believe that the allegations contained in the complaint are without merit and
intend to vigorously contest this action.

Everest Litigation. On July 30, 1998, an action entitled Everest
Properties, LLC, et al. v. Insignia Financial Group, Inc., et al., was filed in
the Superior Court of the State of California, County of Los Angeles. Plaintiffs
are Everest Properties, LLC, Everest Properties II, LLC, KM Investments, LLC, KH
Financial, Inc. and Millennium Investors, LLC. The complaint asserts eleven
causes of action, including breach of contract and fiduciary duty, tortious
interference with prospective economic advantage, interference with contract,
unfair business practices, violations of California's Cartwright Act, and the
respective Limited Partnership Acts of California, Delaware, South Carolina,
Massachusetts and Missouri, under which the relevant limited partnerships are
organized. The complaint names, among others, IFG, IPT, IPLP, three wholly-owned
subsidiaries of IPT (Angeles Realty Corporation, Angeles Realty Corporation II
and ConCap Equities, Inc.) and 12 other entities alleged to be managing partners
of the defendant limited partnerships.

The action involves 44 of the Controlled Partnerships (each named as a
defendant) in which the plaintiffs own interests and which IFG and, its
successor AIMCO, or its affiliates allegedly manage or control (the "Subject
Partnerships"). The plaintiffs allege that they have requested from, but have
been denied by, each of the Subject Partnerships their respective lists of
limited partners for the purpose of making tender offers to purchase up to 4.9%
of the units of limited partner interest of each of the Subject Partnerships.
The complaint also alleges that subsequent to denying plaintiffs' requests,
certain of the defendants made tender offers to purchase units of limited
partner interest in many of the Subject Partnerships, with the result that
plaintiffs have been deprived of the benefits they would have realized from
ownership of the additional units. Plaintiffs estimate compensa-

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tory damages to exceed $15 million. Additionally, plaintiffs are seeking
punitive and treble damages based on their assertion that the defendants have
willfully refused to turn over the limited partner lists. IPT and AIMCO intend
to vigorously contest this action.

Kirsch Litigation. An action was filed against AMIT, Katten Muchin Zavis
and David M. Bass in Superior Court of the State of California by Jules P.
Kirsch on December 26, 1996 alleging that the named defendants had maliciously
prosecuted Mr. Kirsch in certain earlier litigation commenced by AMIT in 1995,
which alleged the purchase by Jules P. Kirsch and several other individuals and
corporations of AMIT Class A shares through the use of "inside information" and
for violations of Sections 13(d) and 14(a) of the Exchange Act and the rules and
regulations promulgated thereunder.

In June 1996, AMIT settled the prior claims with all defendants, except for
Jules P. Kirsch and voluntarily dismissed the claims against Jules P. Kirsch.
The action commenced by Jules P. Kirsch seeks unspecified amounts for
compensatory and punitive damages.

On January 5, 1998, summary judgment was entered in favor of AMIT and
against Mr. Kirsch on all claims in the malicious prosecution action. On January
30, 1998 Mr. Kirsch filed an appeal of the summary judgment ruling.

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IPT FORMATION TRANSACTIONS AND CERTAIN RECENT DEVELOPMENTS

IPT FORMATION TRANSACTIONS

Predecessors of IPT and IPLP

In January 1996, IFG organized Insignia Properties Corporation, a Delaware
corporation ("IPC"), and Insignia NPI, L.L.C., a Delaware limited liability
company ("Insignia-NPI"), for the purpose of completing the NPI Transaction (as
defined below). IPC was a wholly-owned subsidiary of IFG, and Insignia-NPI was
owned 99% by IPC and 1% by another wholly-owned subsidiary of IFG. IPT is the
successor by merger to IPC, and IPLP is the successor by merger to Insignia-NPI.

The NPI Transaction

In January 1996, IPC and Insignia-NPI (and certain other affiliates of IFG)
completed a series of related transactions (collectively, the "NPI Transaction")
with National Properties Investors, Inc. ("NPI") and certain of its affiliates,
pursuant to which:

(1) IFGP Corporation, a wholly-owned subsidiary of IFG ("IFGP"), acquired
(i) all of the outstanding stock of NPI, which in turn owned controlling
equity interests in various entities that controlled the sole or managing
general partners of the following IPT Partnerships: National Property
Investors II, National Property Investors III, National Property Investors
4, National Property Investors 5, National Property Investors 6, National
Property Investors 7, National Property Investors 8, Century Properties
Fund XIV, Century Properties Fund XV, Century Properties Fund XVI, Century
Properties Fund XVII, Century Properties Fund XVIII, Century Properties
Fund XIX, Century Properties Fund XX, Century Properties Growth Fund XXII,
Century Pension Income Fund XXIII, Century Pension Income Fund XXIV and Fox
Strategic Housing Income Partners (collectively, the "NPI Partnerships");
and (ii) general partner interests in 83 private real estate limited
partnerships and ten other public real estate partnerships which are in the
process of dissolving.

(2) Insignia-NPI acquired limited partner interests in certain of the NPI
Partnerships.

(3) Other affiliates of IFG acquired all of the outstanding equity
interests in NPI-AP Management, L.P., a property management company which
provides property management services to most of the NPI Partnerships as
well as other public and private real estate partnerships.

(4) IFG, IPC and Insignia-NPI entered into an agreement (the "NPI
Indemnification Agreement") with the sellers of certain of the entities
acquired by IFG and its affiliates in the NPI Transaction, pursuant to
which (i) such sellers agreed to indemnify IFG, IPC, Insignia-NPI and their
affiliates for certain losses they suffer which occurred during or are
attributable to the period prior to the NPI Transaction, and (ii) IFG, IPC
and Insignia-NPI agreed to reimburse those sellers for certain losses they
suffer which occurred or are attributable to the period after the NPI
Transaction.

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(5) IFG and Insignia-NPI entered into an agreement (the "Fox
Indemnification Agreement") with the limited partners (the "Fox
Principals") of an entity which is the non-managing general partner of an
entity that controls the managing general partners of certain of the NPI
Partnerships. Pursuant to the Fox Indemnification Agreement, IFG and
Insignia-NPI agreed to indemnify the Fox Principals for 25% of some (but
not all) amounts that the Fox Principals may be required to contribute
(directly or indirectly) to the capital of such NPI Partnerships in the
future as a result of capital account deficit restoration obligations of
the general partners of such NPI Partnerships which arose or relate to a
time prior to the NPI Transaction.

(6) Insignia-NPI entered into an agreement (the "Fox Reimbursement
Agreement") with the Fox Principals pursuant to which Insignia-NPI agreed
to reimburse the Fox Principals for any amounts received by Insignia-NPI in
respect of the limited partner interests in certain of the NPI
Partnerships, which amounts result from future capital contributions made
by or on behalf of the Fox Principals to those NPI Partnerships.

(7) IFG assumed certain commitments (the "NPI Loan Commitments")
established prior to the NPI Transaction, pursuant to which IFG agreed to
lend, under certain conditions, up to $500,000 to certain of the NPI
Partnerships (not to exceed $2.6 million in the aggregate) and $150,000 to
certain other NPI Partnerships (not to exceed $6 million in the aggregate)
at interest rates not to exceed the prime rate plus 2%.

(8) In June 1996, IPC acquired all of the outstanding capital stock of Fox
Capital Management Corporation, which is a co-general partner of the
entities that control the general partner of the NPI Partnerships.

To finance its portion of the NPI Transaction, Insignia-NPI borrowed
approximately $72.8 million from IFG (the "NPI Loan"). IFG subsequently
assigned all of its rights under the NPI Loan to its wholly-owned financing
subsidiary, ICC.

Formation of IPT and IPLP

IFG organized IPT and IPLP in May 1996, and in December 1996 the following
formation transactions were effected:

(1) IPC was merged with IPT, with IPT being the surviving entity. As a
result of that merger, IPT succeeded by operation of law to all of the
assets and liabilities of IPC (including IPC's rights and obligations under
the NPI Indemnification Agreement).

(2) Insignia-NPI was merged with IPLP, with IPLP being the surviving
entity. As a result of that merger, IPLP succeeded by operation of law to
all of the assets and liabilities of Insignia-NPI (including the limited
partner interests in the NPI Partnerships acquired in the NPI Transaction,
the NPI Loan and Insignia-NPI's rights and obligations under the NPI
Indemnification Agreement, the Fox Indemnification Agreement and the Fox
Reimbursement Agreement).

(3) IPT assumed IPLP's obligations under the NPI Loan, in exchange for
which IPLP issued 7,283,780 IPLP OP Units to IPT. IPT in turn issued
7,283,780 IPT Common Shares to ICC in full satisfaction of the NPI Loan.

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(4) IPT assumed IFG's obligations under the NPI Indemnification Agreement
and under the NPI Loan Commitments. As of the date of this Information
Statement/ Prospectus, (i) there are no amounts outstanding related to the
NPI Loan Commitments, and (ii) no indemnification claims have been made
under the Indemnification Agreement (and IPT does not believe that any
circumstances are likely to arise which would result in such a claim).

(5) IPT issued 3,271,547 IPT Common Shares to IFG in respect of IFG's 100%
ownership interest in IPT at the time.

(6) IFG caused NPI to assign to IPT all of NPI's equity interests in the
entities that controlled the sole or managing general partners of the NPI
Partnerships, valued (in the aggregate) at approximately $1 million, in
exchange for which IPT issued 100,287 IPT Common Shares to NPI.

(7) IFG caused IFGP to assign to IPT all of IFGP's equity interests in the
entities that comprised the general partners of Shelter Properties I,
Shelter Properties II, Shelter Properties III, Shelter Properties IV,
Shelter Properties V, Shelter Properties VI and Shelter Properties VII
(collectively the "Shelter Properties Partnerships"), valued (in the
aggregate) at approximately $455,000, in exchange for which IPT issued
45,510 IPT Common Shares to IFGP.

(8) MAE assigned to IPT all of the equity interests in the entities that
comprised the general partners of the Consolidated Capital Properties III,
IV, V and VI, Consolidated Capital Growth Fund, Consolidated Capital
Institutional Properties, Consolidated Capital Institutional Properties/2,
Consolidated Capital Institutional Properties/3 (collectively the
"Consolidated Capital Partnerships") and Davidson Growth Plus, L.P., valued
(in the aggregate) at approximately $4.7 million, in exchange for which IPT
issued 466,807 IPT Common Shares to MAE.

(9) IFG and certain of its affiliates contributed to IPLP limited partner
interests in certain of the Controlled Partnerships and equity interests in
entities that owned limited partner interests in certain of the Controlled
Partnerships, valued (in the aggregate) at approximately $84 million, in
exchange for which IPLP issued 8,399,499 IPLP OP Units to IFG.

(10) IFG purchased 6,405 IPT Common Shares for $64,050 in cash. At the
direction of IFG, those IPT Common Shares were issued to and in the name of
certain employees and affiliates of IFG as bonus compensation. These shares
were purchased and issued, in part, in order to satisfy the "100
shareholders" REIT requirement under the Code.

(11) Six executive officers and directors purchased an aggregate of 4,700
IPT Common Shares for $47,000 in cash. At the direction of those executive
officers and directors, certain of those shares were issued to and in the
name of members of their respective immediate families. These shares were
purchased and issued, in part, in order to satisfy the "100 shareholder"
REIT requirement under the Code.

(12) IPLP entered into an option agreement (the "Shelter IV Option
Agreement") with certain affiliates of IFG pursuant to which those
affiliates of IFG granted IPLP an option (the "Shelter IV Option") to
acquire on or before December 31, 1997,

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11,259 units of limited partner interest in Shelter Properties IV Limited
Partnership in exchange for the issuance of 714,815 IPLP OP Units to IFG.

(13) IPT, IPLP and IFG entered into an advisory agreement (the "Advisory
Agreement") pursuant to which IFG agreed to provide a broad range of
services to IPT, including executive advisory, investment advisory,
acquisition, administrative, financial and accounting services, for, among
other things, the payment of an annual advisory fee.

CERTAIN RECENT DEVELOPMENTS

Termination of Advisory Structure

From its formation in December 1996 until February 17, 1998, IPT operated
as an externally advised REIT, and IFG served as the advisor to IPT pursuant to
an Advisory Agreement. The Advisory Agreement was terminated in its entirety on
February 17, 1998 (retroactive to January 1, 1998), without penalty to IPT, IPLP
or IFG. Certain provisions which had been contained in the Advisory Agreement
regarding the property management of the properties then or thereafter
controlled by IPT and the provision of partnership administration services to
the Controlled Partnerships and certain other business entities controlled by
IPT in the future, were incorporated into the IPLP Partnership Agreement
effective as of the same date. See "The IPLP Partnership Agreement -- Property
Management and Contract Loss Fee" and "The IPLP Partnership Agreement --
Partnership Administration Services." Also effective upon the termination of the
Advisory Agreement, IPT, IPLP and IFG entered into the Acquisition and
Disposition Services Agreement, which also incorporates some of the provisions
regarding real estate securities acquisition and disposition services previously
contained in the Advisory Agreement. See "Acquisition and Disposition Services
Agreement." Upon the termination of the Advisory Agreement, the twelve employees
of IFG who prior to that time had worked almost exclusively on matters
concerning IPT became employees of IPT. Also effective on that date, certain key
employees of IFG received an aggregate of 510,000 restricted IPT Common Shares,
which were to vest ratably over a five-year period.

MAE GP Merger

Effective as of February 25, 1998, MAE GP Corporation ("MAE GP"), which
until then was a wholly-owned subsidiary of MAE, was merged with and into IPT,
with IPT surviving the merger (the "MAE GP Merger"). As consideration for the
MAE GP Merger, IPT issued 344,609 IPT Common Shares to MAE valued for purposes
of the MAE GP Merger at $10.53 per share. MAE GP owned or controlled equity
interests in entities which comprised or controlled the general partners of 29
public and 61 private real estate limited partnerships (collectively, the "MAE
Partnerships"), nine of which are included in the IPT Partnerships. In
connection with the MAE GP Merger, all of the Class B common shares of
beneficial interest of AMIT, which were until then owned by MAE GP, were
transferred by dividend to MAE prior to the MAE GP Merger.

Transfers of Assets to IPLP

In connection with the MAE GP Merger, on February 17, 1998, IPLP purchased
certain assets from MAE for approximately $596,000 in cash. The assets purchased
from

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MAE consisted of (i) a 99% limited partner interest in Insignia Jacques Miller,
L.P. ("IJM"), which in turn owned non-controlling equity interests in entities
that comprise or control the general partners of 30 of the MAE Partnerships and
various notes receivable (the 1% general partner interest in IJM was acquired by
IPT from MAE GP in the MAE GP Merger), and (ii) a 6.557% limited partner
interest in Buccaneer Trace Limited Partnership, which owns a 208-unit
residential apartment complex located in Savannah, Georgia.

Also in connection with the MAE GP Merger, on February 17, 1998, IFG
contributed all of the limited partner interests it owned in the MAE
Partnerships to IPLP in exchange for IPLP OP Units. The value of the interests
contributed was approximately $5.4 million, for which IFG received 518,528 IPLP
OP Units (based on a value of $10.53 per unit).

Winthrop Option

On October 27, 1997, IFG consummated a transaction with Winthrop Financial
Associates, A Limited Partnership ("WFA") and certain affiliates of WFA whereby
IFG acquired, among other things, units of limited partner interest, or the
right to acquire units of limited partner interests, (the "Winthrop Units") in
two public and 11 private real estate limited partnerships (the "Winthrop
Partnerships"), which own, in the aggregate, 29 properties containing
approximately 12,100 residential apartment units, and the right to receive
certain asset management, investor services and partnership management fees from
ten of the Winthrop Partnerships which totaled approximately $987,000 in 1996
(the base upon which the purchase price paid by IFG was calculated) (the
"Winthrop Fees," and together with the Winthrop Units, the "Winthrop
Interests").

The Winthrop Partnerships are controlled by WFA. In connection with the
foregoing transaction, MAERIL, Inc. which is owned by IPT, acquired an associate
general partner interest in WFA, as a result of which MAERIL, Inc. has the power
to effectively control all property management decisions relating to the
properties owned by six of the Winthrop Partnerships. IFG also acquired all of
the newly-issued shares of Class B common stock of First Winthrop Corporation
("FWC"), which immediately prior thereto was a wholly-owned subsidiary of WFA,
as a result of which IFG has the right to appoint the two directors of FWC, who
in turn have the power to effectively control all property management decisions
relating to the properties owned by the other seven Winthrop Partnerships. In
addition, MAERIL, Inc. and IFG caused the respective general partners of the
Winthrop Partnerships to subcontract with IFGP, to perform the asset management
and other services in respect of which the Winthrop Fees are payable on behalf
of such general partners, in exchange for which IFGP was assigned the rights to
receive the Winthrop Fees.

On February 17, 1998, IFG granted IPLP an option (the "Winthrop Option") to
acquire all but not less than all of the Winthrop Interests at any time on or
before December 31, 1998. The Winthrop Option is exercisable by IPLP for an
aggregate cash amount of approximately $46 million, plus varying amounts of
interest on approximately $40 million of such amount at a rate equal to IFG's
cost of funds (based on the interest rate in effect from time to time under
IFG's revolving credit facility) and a ratable portion of the transaction costs
incurred by IFG in connection with the acquisition.

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Property Acquisition

On January 28, 1998, IPT acquired a 168-unit apartment complex located in
Pensacola, Florida known as the Raintree Apartments. The aggregate purchase
price paid for the Raintree Apartments was approximately $3.7 million,
approximately $2.7 million of which was debt financed on a non-recourse basis.

Tender Offers

On August 28, 1997, IPLP Acquisition commenced tender offers to purchase
units of limited partner interest in the following IPT Partnerships:
Consolidated Capital Properties IV, Century Properties Fund XVII, Century
Properties Fund XIX, Century Properties Growth Fund XXII, Fox Strategic Housing
Income Partners and National Property Investors 4. These tender offers expired
on October 6, 1997, and IPLP Acquisition accepted for purchase all units validly
tendered and not withdrawn. Pursuant to these tender offers, IPLP Acquisition
acquired 29,617.5 (or approximately 8.64%) of the limited partner units in
Consolidated Capital Properties IV, 3,369.5 (or approximately 4.49%) of the
limited partner units in Century Properties Fund XVII, 4,892 (or approximately
5.48%) of the limited partner units in Century Properties Fund XIX, 5,459 (or
approximately 6.59%) of the limited partner units in Century Properties Fund
XXII, 3,919 (or approximately 15.01%) of the limited partner units in Fox
Strategic Housing Income Partners and 4,452 (or approximately 7.42%) of the
limited partner units in National Property Investors 4, for a total cost
(excluding expenses) of approximately $9 million.

On October 30, 1997, Reedy River Properties, L.L.C., a Delaware limited
liability company and a wholly-owned subsidiary of IPLP ("Reedy River"),
commenced tender offers to purchase units of limited partner interest in
Consolidated Capital Institutional Properties and Consolidated Capital
Institutional Properties/2. These tender offers expired on December 15, 1997,
and Reedy River accepted for purchase all units validly tendered and not
withdrawn. Pursuant to these tender offers, Reedy River acquired 28,900.5 (or
approximately 14.52%) of the limited partner units in Consolidated Capital
Institutional Properties and 169,105.3 (or approximately 18.60%) of the limited
partner units in Consolidated Capital Institutional Properties/2, for a total
cost (excluding expenses) of approximately $18 million.

On various dates in December 1997, Madison River Properties, L.L.C., a
Delaware limited liability company and a wholly-owned subsidiary of IPLP
("Madison River"), commenced tender offers to purchase units of limited partner
interests in Multi-Benefit Realty Fund 87-1, Century Properties Fund XIV,
Century Properties Fund XV, Century Properties Fund XVIII, Consolidated Capital
Growth Fund, Consolidated Capital Institutional Properties/3, Consolidated
Capital Properties V, Johnstown/Consolidated Income Partners and Shelter
Properties VII Limited Partnership. These tender offers expired on various dates
in January and February of 1998, and Madison River accepted for purchase all
units validly tendered and not withdrawn. Pursuant to these tender offers,
Madison River acquired 21,457 (or approximately 22.29%) of the Class A limited
partner units in Multi-Benefit Realty Fund 87-1, 13,822 (or approximately
18.39%) of the Class B limited partner units in Multi-Benefit Realty Fund 87-1,
2,925.57 (or approximately 4.52%) of the limited partner units in Century
Properties Fund XIV, 4,222 (or approximately 4.69%) of the limited partner units
in Century Properties Fund XV, 5,259.5 (or approximately 7.01%) of the limited
partner units in Century Properties Fund XVIII,

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2,690 (or approximately 5.47%) of the limited partner units in Consolidated
Capital Growth Fund, 46,775.4 (or approximately 12.21%) of the limited partner
units in Consolidated Capital Institutional Properties/3, 43,795.8 (or
approximately 24.39%) of the limited partner units in Consolidated Capital
Properties V, 14,061.5 (or approximately 10.92%) of the limited partner units in
Johnstown/Consolidated Income Partners, and 2,180 (or approximately 12.57%) of
the limited partner units in Shelter Properties VII, for a total cost (excluding
expenses) of approximately $10 million.

On various dates in April 1998, Broad River Properties, L.L.C., a Delaware
limited liability company and a wholly-owned subsidiary of IPLP ("Broad River"),
commenced tender offers to purchase units of limited partner interest in Angeles
Partners IX, Angeles Partners XII, and Angeles Income Properties, Ltd. II. These
tender offers expired on various dates in May and June of 1998, and Broad River
accepted for purchase all units validly tendered and not withdrawn. Pursuant to
these tender offers, Broad River acquired 2,529 (or approximately 12.66%) of the
limited partner units in Angeles Partners IX, 8,002 (or approximately 17.89%) of
the limited partner units in Angeles Partners XII, and 8,908 (or approximately
8.93%) of the limited partner units in Angeles Income Properties, Ltd. II, for a
total cost (excluding expenses) of approximately $6 million.

On July 21, 1998, Cooper River Properties, L.L.C., a Delaware limited
liability company and a wholly-owned subsidiary of IPLP ("Cooper River"),
commenced tender offers to purchase units of limited partner interest in Shelter
Properties I, Shelter Properties II, Shelter Properties IV, Shelter Properties
V, Shelter Properties VI and Shelter Properties VII. These tender offers expired
on August 17, 1998, and Cooper River accepted for purchase all units validly
tendered and not withdrawn. Pursuant to these tender offers, Cooper River
acquired 1,145 (or approximately 17.6%) of the limited partner units of Shelter
Properties I, 1,958.50 (or approximately 7.1%) of the limited partner units of
Shelter Properties II, 3,685 (or approximately 7.4%) of the limited partner
units of Shelter Properties IV, 2,725 (or approximately 5.2%) of the limited
partner units of Shelter Properties V, 3,364 (or approximately 7.9%) of the
limited partner units of Shelter Properties VI and 1,450 (or approximately 8.4%)
of the limited partner units of Shelter Properties VII, for a total cost
(excluding expenses) of approximately $7.1 million.

On July 30, 1998, Cooper River commenced tender offers to purchase up to
50,000 units of limited partner interest in Consolidated Capital Institutional
Properties for a purchase price of $415 per unit in cash, 300,000 units of
limited partner interest in Consolidated Capital Institutional Properties/2 for
a purchase price of $50 per unit in cash, 125,000 units of limited partner
interest in Consolidated Capital Institutional Properties/3 for a purchase price
of $100 per unit in cash, 75,000 units of limited partner interest in
Consolidated Capital Properties III for a purchase price of $60 per unit in cash
and 40,000 units of limited partner interest in Consolidated Capital Properties
V for a purchase price of $33 per unit in cash. Each of these tender offers is
scheduled to expire on December 14, 1998.

On August 12 and 13, 1998, Cooper River commenced tender offers to purchase
up to 30,000 units of limited partner interest in Angeles Income Properties,
Ltd. II for a purchase price of $175 per unit in cash, 30,000 units of limited
partner interest in Angeles Income Properties, Ltd. III for a purchase price of
$75 per unit in cash, 50,000 units of limited partner interest in Angeles Income
Properties, Ltd. IV for a purchase price of $75 per unit in cash, 20,000 units
of limited partner interest in Angeles Income Properties,

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Ltd. 6 for a purchase price of $225 per unit in cash, 5,000 units of limited
partner interest in Angeles Partners IX for a purchase price of $330 per unit in
cash, 8,000 units of limited partner interest in Angeles Partners X for a
purchase price of $150 per unit in cash, 18,000 units of limited partner
interest in Angeles Partners XI for a purchase price of $150 per unit in cash,
12,000 units of limited partner interest in Angeles Partners XII for a purchase
price of $600 per unit in cash, and 5,000 units of limited partner interest in
Angeles Opportunity Properties, Ltd. for a purchase price of $325 per unit in
cash. Each of these tender offers is scheduled to expire on December 14, 1998.

On August 27, 1998, Cooper River commenced tender offers to purchase up to
140 units of limited partner interest in Davidson Diversified Real Estate I, LP
for a purchase price of $4,000 per unit in cash, 400 units of limited partner
interest in Davidson Diversified Real Estate II, LP for a purchase price of
$6,000 per unit in cash, 300 units of limited partner interest in Davidson
Diversified Real Estate III, LP for a purchase price of $3,000 per unit in cash,
9,000 units of limited partner interest in Davidson Income Real Estate, LP for a
purchase price of $375 per unit in cash, and 10,000 units of limited partner
interest in Davidson Growth Plus, LP for a purchase price of $400 per unit in
cash. Each of these tender offers is scheduled to expire on December 14, 1998.

On September 23, 1998, Cooper River commenced tender offers to purchase up
to 7,500 units of Class A limited partner interest in Multi-Benefit Realty Fund
87-1 for a purchase price of $55 per unit in cash, 11,000 units of Class B
limited partner interest in Multi-Benefit Realty Fund 87-1 for a purchase price
of $38 per unit in cash, and 4,000 units of limited partner interest in HCW
Pension Real Estate Fund Limited Partnership for a purchase price of $475 per
unit in cash. Each of these tender offers is scheduled to expire on December 14,
1998.

On September 29, 1998, Cooper River commenced tender offers to purchase up
to 33,000 units of limited partner interest in Century Pension Income Fund XXIV
for a purchase price of $85 per unit in cash, 11,500 units of limited partner
interest in VMS Investors First-Staged Equity LP II for a purchase price of $55
per unit in cash, and 20,000 units of limited partner interest in Drexel Burnham
Lambert Real Estate Associates III for a purchase price of $75 per unit in cash.
Each of these tender offers is scheduled to expire on December 14, 1998. Cooper
River was one of the assets for which AIMCO Operating Partnership did not
receive all economic rights in the IPLP Exchange.

Shelter IV Option

In June 1997 the Shelter IV Option Agreement was amended to make the 4,263
units of limited partner interest in Shelter Properties IV acquired by IFG in
the High River transaction described below also subject to the Shelter IV
Option. In December 1997, the Shelter IV Option Agreement was amended again to
make 488 units of limited partner interest acquired by IFG in various
transactions between June and December 1997 subject to the Shelter IV Option.
IPLP exercised the Shelter IV Option effective as of midnight on December 31,
1997. As a result of that exercise, IPLP acquired a total of 16,010 units of
limited partner interest in Shelter Properties IV Limited Partnership in
exchange for a total of 1,016,448 IPLP OP Units issued to IFG.

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Private Offerings

Commencing in May 1997 and ending in August 1997, IPT offered and sold an
aggregate of 5,231,000 IPT Common Shares, at a purchase price of $10.00 per
share, to 44 investors (12 of whom are executive officers of IPT and/or IFG)
pursuant to a private offering, and, in an unrelated transaction in October
1997, IPT sold 1,000,000 IPT Common Shares, also at a purchase price of $10.00
per share, to a single private investor (collectively, the "Private Offerings").
The Private Offerings were each made in reliance upon exemptions from the
registration requirements of the Securities Act. IPT contributed the gross
proceeds of the Private Offerings to IPLP in exchange for 6,231,000 IPLP OP
Units (all of the expenses of the Private Offerings were borne by IPLP). The net
proceeds of the Private Offerings of approximately $62 million have been and
will be used by IPLP for general purposes, principally acquisitions of direct
and indirect interests in multifamily residential real estate.

High River Transactions

In June 1997, IFG entered into an agreement with High River Limited
Partnership ("High River") pursuant to which IFG acquired an aggregate of 23,581
units of limited partner interest in the Shelter Properties Partnerships for an
aggregate purchase price $15,500,000. As a result of those purchases, various
buy/sell agreements between IFG and High River relating to the transferred
interests and the general partner interests in those partnerships were
terminated. IFG then assigned all of those units (other than 4,263 units in
Shelter Properties IV) to IPT, in exchange for which IPT issued 1,109,259 IPT
Common Shares to IFG. IPT in turn assigned those units to IPLP, in exchange for
which IPLP issued 1,109,259 IPLP OP Units to IPT.

Also in June 1997, IFG entered into a separate agreement with High River
pursuant to which IFG (i) directly acquired 25 units of limited partner interest
in Davidson Growth Plus, L.P. from an affiliate of High River and (ii)
indirectly acquired 1,244 units of limited partner interest in Davidson Growth
Plus, L.P. through the acquisition from High River of a 50% equity interest in
DGP Acquisition, L.L.C. (a limited liability company formed by IFG and High
River in 1995 for the purpose of acquiring units of limited partner interests in
Davidson Growth Plus, L.P. pursuant to a tender offer), for an aggregate
purchase price of approximately $525,000. As a result of those purchases,
various buy/sell agreements between IFG and High River relating to the
transferred interests and the managing general partner interest in Davidson
Growth Plus, L.P. were terminated. IFG then assigned all of those units and the
50% interest in DGP Acquisition, L.L.C. to IPT, in exchange for which IPT issued
53,192 IPT Common Shares to IFG. IPT in turn assigned those units and the 50%
interest to IPLP, in exchange for which IPLP issued 53,192 IPLP OP Units to IPT.

Realty Transaction

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$41.8 million (exclusive of certain transaction costs), consisting of
approximately $16.8 million in cash and the assumption of approximately $25.0
million in mortgage indebtedness. IPLP provided approximately $17.1 million to
the AIMCO Operating Partnership for the acquisition of certain multifamily
residential properties. In consideration for such amount, the AIMCO Operating
Partnership assigned all of its right, title and interest in and to the profits,
distributions, losses, and all other economic rights and obligations arising out
of its limited partnership interest in the Subsidiary Partnerships to IPLP. The
seven garden-style apartment communities are located in three states, have an
average age of 14 years and contain 1,353 apartment units. Five of the apartment
communities are located in Florida, with 448 units in Jacksonville, 208 units in
Daytona Beach, 120 units in Melbourne and 216 units in Palm Bay. One apartment
community with 137 units is located in Hemet, California and one apartment
community with 224 units is located in Stone Mountain, Georgia.

IPLP Exchange

On December 7, 1998, IPLP entered into the IPLP Assignment Agreement with
the AIMCO Operating Partnership. Pursuant to the IPLP Assignment Agreement, IPLP
transferred the economic rights to the Assets to the AIMCO Operating Partnership
and the AIMCO Operating Partnership assumed all of the obligations of IPLP
related to such assets in exchange for approximately 10.2 million OP Units.
Immediately following the IPLP Exchange, the sole assets owned by IPLP consisted
of (i) a 100% ownership interest in Cooper River Properties, LLC (which in turn
owns limited partner units in a number of publicly-traded limited partnerships),
(ii) cash, (iii) IPLP's rights under the IPLP Credit Agreement, (iv)
approximately 10.2 million OP Units and (v) all residual rights under the assets
that were not transferred in the IPLP Exchange.

The number of OP Units issued by AIMCO Operating Partnership to IPLP in the
IPLP Exchange was calculated based upon an OP Unit value of $37.75, the price of
AIMCO Common Stock on September 30, 1998. The economic rights to the Assets were
valued by IPLP and the AIMCO Operating Partnership at approximately $386.2
million, which resulted in the AIMCO Operating Partnership issuing approximately
10.2 million OP Units to IPLP in exchange for the economic rights to the Assets.

AMIT Notes Repurchase

On November 30, 1998, IPLP repurchased from the AIMCO Operating Partnership
participations in certain AMIT notes for $11 million.

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THE IPLP PARTNERSHIP AGREEMENT

The following summary of the IPLP Partnership Agreement, and the
descriptions of certain provisions thereof set forth elsewhere herein, are
qualified in their entirety by reference to the IPLP Partnership Agreement, a
copy of which has been filed as an exhibit to IPT's reports under the Exchange
Act.

MANAGEMENT

IPLP was formed as a Delaware limited partnership in May 1996. IPT is the
sole general partner of IPLP, and the AIMCO Operating Partnership (as holder of
the interest formerly held by IFG) is currently the only limited partner of
IPLP. In addition, the AIMCO Operating Partnership is designated in the IPLP
Partnership Agreement as the special limited partner and, as such, possesses
certain rights described below not shared by others who may become limited
partners of IPLP.

IPT, as the sole general partner of IPLP (in such capacity, together with
any substitute general partner that may be appointed in accordance with the
terms of the IPLP Partnership Agreement, the "General Partner"), has full and
exclusive responsibility and discretion in the management and control of IPLP.
The limited partners in their capacity as such generally will have no authority
to transact business for, or participate in the management activities or
decisions of, IPLP. The General Partner may, with the consent of the special
limited partner but without the consent of any other limited partner, amend or
modify the IPLP Partnership Agreement in any respect, provided, however, that
any amendment which would (i) impose on any limited partner any obligation to
make additional capital contributions or (ii) materially adversely affect the
economic rights of such limited partner requires the consent of such limited
partner.

The General Partner is not permitted to take certain actions without the
prior written consent of the special limited partner. Specifically, without the
prior written consent of the special limited partner, the General Partner may
not (i) enter into or amend, modify or terminate any conflict avoidance
arrangement contemplated by the IPLP Partnership Agreement, (ii) sell all or
substantially all of IPLP's assets or cause IPLP to merge or consolidate with or
into any other entity, or (iii) issue any additional IPLP OP Units or other
interests in IPLP if, as a result of such issuance, the relative economic
interest of the special limited partner in IPLP would be materially diluted.

TRANSFERABILITY OF INTERESTS

The General Partner generally may not voluntarily withdraw from IPLP or
transfer or assign its interest in IPLP. Limited partners may transfer their
IPLP OP Units, in whole or in part, except in the following circumstances: (i)
in the opinion of legal counsel for IPLP, such proposed transfer would require
registration of IPLP OP Units under the Securities Act or would otherwise
violate any Federal or state securities law; (ii) in the opinion of legal
counsel for IPLP, such proposed transfer would (a) adversely affect IPLP's
status as a qualified REIT subsidiary within the meaning of the Code or (b)
adversely affect IPT's ability to qualify as a REIT or subject IPT to additional
taxes; (iii) such proposed transfer would be effected through an "established
securities market" or "secondary market" within the meaning of the Code; or (iv)
such proposed transfer

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would be made to a lender whose loan would constitute a nonrecourse liability,
unless the General Partner has consented.

CAPITAL CONTRIBUTIONS

The IPLP Partnership Agreement provides that if IPLP requires additional
funds at any time, or from time to time, in excess of funds available to IPLP
from borrowing from IPT or additional capital contributions, IPT may borrow such
funds from a financial institution or other lender and lend such funds to IPLP
on the same terms and conditions as are applicable to IPT's borrowing of such
funds. Under the IPLP Partnership Agreement, IPT generally is obligated to
contribute the net proceeds received in connection with any offering of IPT
Common Shares or IPT preferred shares as additional capital to IPLP. Moreover,
IPT is authorized, as the General Partner, to cause IPLP to issue IPLP OP units
for less than fair market value if IPT has concluded in good faith that such
issuance is in the best interests of IPT and IPLP.

If IPT contributes additional capital to IPLP (which can only happen upon
the issuance of IPT securities and the subsequent contribution or deemed
contribution by IPT to IPLP of the net proceeds of such issuance), then IPT will
receive additional IPLP OP units, and its percentage interests in IPLP will be
increased on a proportionate basis based upon the amount of such additional
capital contributions and the value of IPLP at the time of such contributions.
Conversely, the percentage interests of the limited partners will be decreased
on a proportionate basis in the event of additional capital contributions by
IPT.

REDEMPTION RIGHTS

Under the IPLP Partnership Agreement, the limited partners of IPLP have
redemption rights ("Redemption Rights") which enable them to cause IPLP to
redeem each IPLP OP Unit for cash equal to the value of an IPT Common Share
(subject, however, to a first right of IPT to purchase each IPLP OP Unit offered
for redemption for one IPT Common Share, subject to adjustment upon the
occurrence of share splits, mergers, consolidations or similar pro rata share
transactions which would have the effect of diluting the ownership interests of
the limited partners or the shareholders of IPT). If the limited partner
electing to redeem its IPLP OP Units is the AIMCO Operating Partnership, the
election as to whether IPT will exercise its first right to acquire such IPLP OP
Units for IPT Common Shares will be made by a committee of the IPT Board
consisting solely of members who are not officers, directors or employees of
AIMCO. The Redemption Rights may not be exercised, however, if and to the extent
that (i) the acquisition of IPLP OP Units by IPT in exchange for IPT Common
Shares (regardless of whether IPT would in fact exercise its rights to acquire
such IPLP OP Units for IPT Common Shares) would (a) result in any person owning,
directly or indirectly, IPT Common Shares in excess of the limitations set forth
in the "excess share" provisions contained in IPT's Declaration, (b) result in
IPT Common Shares being owned by fewer than 100 persons (determined without
reference to any rules of attribution), (c) result in IPT being "closely held"
within the meaning of section 856(h) of the Code (for this purpose taking into
account the applicable attribution rules imposed by the Code), (d) cause IPT to
own, directly or constructively, 10% or more of the ownership interests in a
tenant in a real property directly or indirectly owned by IPT within the meaning
of

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section 856(d)(2)(b) of the Code, or (e) cause the issuance of IPT Common Shares
to such redeeming limited partner to be "integrated" with any other distribution
of IPT Common Shares for purposes of complying with the Securities Act; or (ii)
on the date of redemption, IPT does not have a class of securities registered
under the Exchange Act or does not qualify for an exemption from registration
with respect to the IPT Common Shares to be issued.

Only IPLP OP Units outstanding for at least one year may be redeemed. Not
more than two redemptions by any limited partner may occur during each calendar
quarter, and no limited partner may exercise Redemption Rights for less than
1,000 IPLP OP Units or, if such limited partner holds less than 1,000 IPLP OP
Units, for less than all of the IPLP OP Units held by such limited partner.
Prior to the expiration of the one year holding period, the General Partner, may
permit a lender to whom IPLP OP Units have been pledged with IPT's consent to
exercise the Redemption Right (but only for cash) in the event of a foreclosure.
In the future, it may become necessary to place additional restrictions on the
exercise of Redemption Rights in order to assure that IPLP does not become a
"publicly traded partnership" under the Code and thereby taxable as a
corporation for federal income tax purposes. As of December 1, 1998, the
aggregate number of IPLP OP Units outstanding held by the AIMCO Operating
Partnership (the special limited partner of IPLP) and its subsidiaries is
9,934,475, of which 9,415,947 were eligible for redemption upon exercise of the
Redemption Rights.

OPERATIONS

The IPLP Partnership Agreement requires that IPLP be operated in a manner
that will enable IPT to qualify as a REIT (unless the IPT Board determines that
it is no longer in the best interests of IPT to conduct business as a REIT), to
avoid any federal income or excise tax liability imposed under the Code and to
ensure that IPLP will not be classified as a "publicly traded partnership" for
purposes of section 7704 of the Code.

In addition to the administrative and operating costs and expenses incurred
by IPLP, IPLP will reimburse IPT (as General Partner) for all administrative
costs and expenses it incurs, and such expenses will be treated as expenses of
IPLP. Such expenses generally include all expenses (i) relating to the formation
and continuity of existence of IPT and subsidiaries thereof, (ii) relating to
any offering or registration of securities by IPT, (iii) incurred in connection
with the issuance, repurchase or redemption of securities by IPT or IPLP, (iv)
associated with the preparation and filing of any periodic reports by IPT under
Federal, state or local laws or regulations, (v) associated with compliance by
IPT with laws, rules and regulations promulgated by any regulatory body, (vi)
associated with any 401(k) plan, incentive plan, bonus plan or other plan
providing for compensation for trustees, officers or directors, and (vii)
otherwise incurred by the General Partner in the ordinary course of business on
behalf of IPLP.

DISTRIBUTIONS AND ALLOCATIONS

The IPLP Partnership Agreement generally provides that IPLP will distribute
cash from operations (including net sale and refinancing proceeds, but excluding
net proceeds from the sale of IPLP's property in connection with the liquidation
of IPLP) at such time and in such amounts as determined by the General Partner
in its sole discretion (but in

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any event no less frequently than annually) to the partners in accordance with
their respective percentage interests in IPLP. However, the General Partner is
required to use its reasonable efforts to cause IPLP to distribute amounts
sufficient to enable IPT to meet the REIT distribution requirements. Upon
liquidation of IPLP, after payment of, or adequate provision for, its debts and
obligations, including any loans from partners, any remaining assets of IPLP
will be distributed to all partners with positive capital accounts in accordance
with their respective capital account balances. If the General Partner has a
negative balance in its capital account following a liquidation of IPLP, it will
be obligated to contribute cash to IPLP equal to the negative balance in its
capital account.

Profit and loss of IPLP for each fiscal year will generally be allocated
among the partners in accordance with their respective percentage interests in
IPLP. Taxable income and loss will be allocated in the same manner, subject to
compliance with the provisions of sections 704(b) and 704(c) of the Code and the
Treasury Regulations. The General Partner has the right to alter the method of
allocation in any way that is not adverse to the interests of the limited
partners.

PROPERTY MANAGEMENT AND CONTRACT LOSS FEE

The IPLP Partnership Agreement requires IPT and IPLP to cause AIMCO (as
successor to IFG) to be retained as property manager for all properties now and
hereafter controlled by IPT pursuant to separate property management agreements.
The property management services to be provided by AIMCO include (i) performing
all accounting functions incidental to the properties, such as rent processing
and collection, accounts payable (e.g., mortgages, taxes and insurance), payroll
and financial reporting, (ii) acting as a rental agent for the properties, and
(iii) seeing the routine maintenance responsibilities relating to the
properties. The property management agreements generally provide for the payment
of fees to AIMCO based on a percentage of the rent collections from the managed
properties. The percentage charged varies inversely with the rental rates and
the size of the property, although the actual percentage is based on a variety
of factors, including prevailing market rates and, in the case of the Controlled
Partnerships, the terms of the underlying partnership agreements, and is not
determined or fixed by any formula. In general, though, AIMCO is compensated:
(i) on the same terms that existed prior to the formation of IPT, with respect
to properties controlled by IPT at the time of its formation; (ii) on the same
terms that existed immediately prior to acquisition of control, with respect to
properties of which IPT acquired control subsequent to its formation and which
were managed by AIMCO (as successor to IFG) immediately prior to such
acquisition; or (iii) on terms comparable to those employed by other major, full
service real estate management companies in light of the nature and geographic
location of the properties, with respect to properties of which IPT acquired
control subsequent to its formation but which were not managed by AIMCO
immediately prior to such acquisition.

The IPLP Partnership Agreement also provides that if, after taking into
account certain equitable adjustments specified in the IPLP Partnership
Agreement, (x) the total amount of property management fees paid to AIMCO in
respect of all properties controlled by IPT during any rolling twelve-month
period ending at the end of a calendar quarter is less than (y) 90% of the total
annualized amount of property management fees paid to IFG and AIMCO for the year
preceding IPT's acquisition of control of the Designated Properties (as
hereinafter defined) (a "Triggering Event"), then IPLP is

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required to pay AIMCO a fee (the "Contract Loss Fee") equal to the greater of
(i) the decrease in the market value of AIMCO resulting or reasonably expected
to result by virtue of the Triggering Event and (ii) the increase in market
value of IPT resulting or reasonably expected to result from such Triggering
Event; provided, however, that a Contract Loss Fee shall not duplicate the
payment of any previous Contract Loss Fee resulting from a prior Triggering
Event. The calculation of a Contract Loss Fee shall be made, at the expense of
IPLP, within 30 days following the end of the calendar quarter in which a
Triggering Event occurs by one of the 15 largest investment banks in the United
States (determined based on the aggregate dollar amount of equity offerings by
each investment bank during the past year), and IPLP is required to pay AIMCO
the Contract Loss Fee in cash no later than 45 days following the end of the
calendar quarter in which the Triggering Event occurs. For this purpose, a
"Designated Property" is any multifamily residential property (i) with respect
to which IFG was providing property management services immediately prior to the
acquisition of control thereof by IPT, (ii) the controlling interest in which
was acquired by IPT from IFG, MAE or an affiliate of either of them or (iii)
with respect to which IFG paid some form of consideration to any entity or
person (other than another affiliate of IFG) for the purpose of acquiring, or
otherwise in respect of, the property management rights relating thereto.
Pursuant to the Merger Agreement, the foregoing provision does not apply so long
as AIMCO controls IPT.

IPT's obligation to cause AIMCO, as successor to IFG, to be retained as
property manager for all the properties controlled by IPT terminates, on a
property by property basis, upon the earliest to occur of (i) the termination of
the IPLP Partnership Agreement, (ii) the termination by AIMCO of the applicable
property management agreement, (iii) the termination of the applicable property
management agreement by the applicable property-owning entity for cause (but not
for any other reason, notwithstanding that such termination may have been
expressly permitted by the terms of such property management agreement), or (iv)
such time as IPT or IPLP no longer controls such property.

PUT RIGHTS

Upon the occurrence of or during the continuation of any material breach by
IPT or IPLP of its obligations under the IPLP Partnership Agreement (including
without limitation the failure to pay any Contract Loss Fee due), AIMCO, MAE and
their respective affiliates (other than IPT and IPLP) (the "Put Holders") have
the right to (i) demand an appraisal of (a) all IPLP OP Units (and any other
interests in IPLP) held by the Put Holders (collectively, the "Put Right Units")
and (b) the IPT Common Shares (and any other securities of IPT) held by the Put
Holders, and (ii) to require (a) IPT to purchase all or any portion of such IPT
Common Shares (and other IPT securities) and (b) IPLP to purchase all or any
portion of such Put Right Units. The appraisals of the IPT Common Shares (and
other IPT securities) and the Put Right Units will be performed by one of the 15
largest national investment banks in the United States (as measured by the
aggregate dollar amount of equity offerings underwritten during the preceding
year and selected in accordance with the procedures set forth in the IPLP
Partnership Agreement) based on the greatest of (i) their value based on an
independent going concern/continuing operations analysis, (ii) sale of the
entire entity analysis and (iii) liquidation analysis. IPLP is required to bear
the cost of the investment bank's

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services. Pursuant to the Merger Agreement, the foregoing provision (insofar as
it relates to AIMCO) does not apply so long as AIMCO controls IPT.

PARTNERSHIP ADMINISTRATION SERVICES

AIMCO (as the successor to IFG) currently provides partnership
administration services to each Controlled Partnership which was such at the
time IPT was formed (the "Formation Partnerships"). Such services, for which
AIMCO is typically paid on a reimbursement basis only, generally include asset
management, accounting functions, investor relations and the preparation and
filing of required reports under the Exchange Act. Under the terms of the IPLP
Partnership Agreement, IPT (i) is obligated to cause each Formation Partnership
to continue to engage AIMCO to provide partnership administration services on
substantially the same terms, including compensation and reimbursement, as were
in effect on January 1, 1997, and (ii) may, but is not obligated to, cause AIMCO
to be retained to provide such services to any business entity which
subsequently becomes controlled by IPT, provided that once AIMCO has been
engaged to provide such services, IPT is obligated to cause such entity to
continue to engage AIMCO (such additional entities, together with the Formation
Partnerships, the "Administration Entities").

In the event that IPT breaches its obligation to cause an Administration
Entity to continue to engage AIMCO to provide partnership administration
services (including as a result of the dissolution or ceasing to exist of such
Administration Entity in connection with or as a result of a merger or other
business combination transaction or the sale of all or substantially all of its
assets in a single transaction or series of related transactions), then IPLP is
required to pay AIMCO the aggregate allocated costs of AIMCO relating to such
Administration Entity, including the costs of fixed assets, long-term
obligations, insurance, utilities, employees (including severance and other
termination payments) and other items related to the provision of administrative
services to such Administration Entity.

IPT's obligation to cause each Administration Entity to engage AIMCO to
provide partnership administration services shall terminate, on an entity by
entity basis, upon the earliest to occur of (i) the termination of the IPLP
Partnership Agreement, (ii) the termination by AIMCO of the provision of such
services to such Administration Entity, (iii) the termination of the engagement
of AIMCO by such Administration Entity for cause (but not for any other reason),
or (iv) such time as such Administration Entity is dissolved and its affairs
wound up in connection with an orderly liquidation thereof.

TRANSFERS OF CONTROLLING INTERESTS IN IPT ENTITIES

IPT and IPLP have agreed not to assign, or to permit or cause any of IPT,
IPLP, and each business entity which owns a controlling interest in (i) any real
property owned or otherwise controlled by a Controlled Partnership (as of
January 1, 1997) as of January 1, 1997, or (ii) any real property in which IPT
or IPLP, or either of them, acquires direct or indirect ownership of (a) such
real property or (b) a controlling interest in a business entity that owns such
real property (each, an "IPT Entity") to assign, any controlling interest in any
IPT Entity except in accordance with the terms of the IPLP Partnership
Agreement, which provides that IPT is required to deliver a written notice
("Sale

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Notice") to AIMCO, as successor to IFG, at least 60 days prior to any transfer
of any controlling interest in an IPT Entity. The Sale Notice must set forth in
reasonable detail the identity of the prospective transferee(s) and the terms
and conditions of any proposed transfer. Within 30 days after receipt of the
Sale Notice by AIMCO, AIMCO may, upon written notice to IPT, elect to purchase
not less than all of the controlling interests in the IPT Entity described in
the Sale Notice upon the same terms and conditions set forth in such notice. If
AIMCO elects not to purchase the controlling interest in the IPT Entity
described in the Sale Notice, the interest may be transferred at a price and on
terms no more favorable to the transferee than those set forth in the Sale
Notice. Upon the sale of any controlling interest in an IPT Entity other than to
AIMCO (and assuming that AIMCO is not retained as the property manager for the
properties controlled by such IPT Entity), any amount of the sale price which
exceeds the fair market value of the assets attributable to such controlling
interest (i.e., any management control premium) is required to be paid to AIMCO.
A decision by AIMCO not to exercise its right to purchase the interests in an
IPT Entity described in a Sale Notice does not affect any obligation of IPLP to
pay to AIMCO any applicable Contract Loss Fee.

TERM

IPLP will continue in existence until December 31, 2097, unless sooner
dissolved upon the first to occur of (i) an election to dissolve the Partnership
by the General Partner with the consent of the Special Limited Partner, (ii) the
redemption of all IPLP OP Units held by limited partners of IPLP or (iii) the
entry of a decree of judicial dissolution of IPLP pursuant to the provisions of
the Delaware Revised Limited Partnership Act.

TAX MATTERS PARTNER

Pursuant to the IPLP Partnership Agreement, the General Partner is the tax
matters partner of IPLP and, as such, has the authority to handle tax audits and
to make tax elections under the Code on behalf of IPLP.

ACQUISITION AND DISPOSITION SERVICES AGREEMENT

The following summary of the Acquisition and Disposition Services
Agreement, and the descriptions of certain provisions thereof set forth
elsewhere herein, are qualified in their entirety by reference to the
Acquisition and Disposition Services Agreement, a copy of which has been filed
as an exhibit to IPT's reports under the Exchange Act.

ACQUISITION AND DISPOSITION SERVICES

In connection with the termination of the Advisory Agreement, IPT, IPLP and
IFG entered into the Acquisition and Disposition Services Agreement, which
provides that IPT has the right, but not the obligation, to engage AIMCO, as
successor to IFG, to provide services, on a transaction by transaction basis, in
connection with acquisitions and disposition of whole real estate and real
estate-related assets ("Real Estate Transactions") and acquisitions of equity or
debt securities of, or other ownership interests in, entities which own real
estate or real estate-related assets ("Securities Transactions") through
December 31, 2000. Such services would include (i) consulting advice and
financial

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analysis; (ii) due diligence review and analysis of documentation and
operations; (iii) negotiation, drafting and review of transaction documents;
(iv) brokerage and other disposition services; and (v) other services reasonably
related or incidental to the foregoing. In addition, IPT and IPLP may engage
AIMCO to provide financing, refinancing, insurance, foreclosure, legal and/or
appraisal services.

As compensation for such services, IPLP will pay to AIMCO the following
fees: (i) for each Securities Transaction, an amount equal to 1.5% of the
aggregate net asset value of the securities or other ownership interests
acquired; and (ii) for each Real Estate Transaction involving an acquisition
(but not a disposition), an amount equal to 0.75% of the aggregate purchase
price (or IPT's pro rata portion thereof in the case of an acquisition with one
or more partners) of the real estate or real estate-related assets acquired by
IPT (including any debt incurred or assumed in connection therewith). IPLP is
also obligated to reimburse AIMCO for (i) all out-of-pocket third-party costs
and expenses incurred in connection with its provision of such services and (ii)
for all employee costs (including commissions) incurred by AIMCO in connection
with Real Estate Transactions involving dispositions of real properties, not to
exceed 1.0% of the gross sales price.

AGREEMENTS REGARDING CERTAIN REAL ESTATE OPPORTUNITIES

The Acquisition and Disposition Services Agreement contains certain
provisions (each of which AIMCO has caused IPT to waive subsequent to the
execution of the Merger Agreement) which provide that AIMCO, as successor to
IFG, may not acquire or enter into a definitive agreement to acquire an IPT
Opportunity (as defined below) unless AIMCO has provided notice of such IPT
Opportunity to IPT and IPLP, and IPT and IPLP have elected not to invest in such
IPT Opportunity. However, AIMCO is permitted to enter into a definitive
agreement which provides AIMCO the contractual right to acquire an IPT
Opportunity if such agreement expressly provides that the right to acquire such
IPT Opportunity may be assigned by AIMCO to IPT or IPLP. AIMCO is required to
notify IPT of an IPT Opportunity only if AIMCO plans to invest in the IPT
Opportunity for its own account. Thus, AIMCO is not obligated to notify IPT of
all IPT Opportunities of which it becomes aware. An "IPT Opportunity" means any
opportunity to invest in or acquire (i) any multifamily residential property or
properties located in the United States, (ii) indebtedness secured by
multifamily residential property or properties located in the United States, and
(iii) equity or debt securities of, or other ownership interests in, an
individual, corporation, partnership or other entity described in the
Acquisition and Disposition Services Agreement (a "Person") which primarily owns
or invests in multifamily residential properties in the United States. The
definition of IPT Opportunity specifically excludes opportunities to invest in
or acquire multifamily residential property in the United States, or an equity
or other ownership interest in a Person which invests primarily in multifamily
residential housing in the United States but is not controlled by IPT or IPLP,
if AIMCO or its affiliates owned any equity, debt or other ownership interest in
such multifamily residential property or business entity on January 1, 1998 or
acquired an equity, debt or ownership interest in such multifamily residential
property or Person in accordance with the Acquisition and Disposition Services
Agreement.

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AIMCO's obligations under the Acquisition and Disposition Services
Agreement with respect to IPT Opportunities will terminate upon the earliest to
occur of (i) the termination of the Acquisition and Disposition Services
Agreement or a material breach thereof by IPT or IPLP, (ii) the incurrence by
IPLP of an obligation to pay a "Contract Loss Fee" pursuant to the IPLP
Partnership Agreement, or (iii) the failure of IPT and/or IPLP to retain AIMCO
to provide property management services to the properties controlled by IPT
and/or IPLP as required by the IPLP Partnership Agreement.

The Acquisition and Disposition Services Agreement reciprocally prohibits
IPT and IPLP from acquiring an AIMCO Opportunity (as defined below) without the
prior written consent of AIMCO. An "AIMCO Opportunity" means any opportunity to
invest in or acquire equity or debt securities of or other ownership interests
in a Person that (i) invests primarily in real property other than multifamily
residential property in the United States, (ii) invests primarily in multifamily
residential property in the United States if (x) such business entity is
controlled by AIMCO or MAE or (y) AIMCO or its affiliates serve as property
manager of the properties owned by such Person, or (iii) performs property
management services (regardless of the type of property with respect to which
such services are performed). The definition of AIMCO Opportunity specifically
excludes opportunities to invest in or acquire equity or debt securities of, or
other ownership interests in, a Person that invests primarily in multifamily
residential property located in the United States if IPT owned an equity, debt
or other ownership interest in such Person as of January 1, 1998 or acquired an
equity, debt or other ownership interest in such Person pursuant to the
Acquisition and Disposition Services Agreement.

The obligations of IPT with respect to AIMCO Opportunities will terminate
only upon the termination of the Acquisition and Disposition Services Agreement.

IPLP CREDIT AGREEMENT

The following summary of the IPLP Credit Agreement and the descriptions of
certain provisions thereof set forth elsewhere herein are qualified in their
entirety by reference to the IPLP Credit Agreement, a copy of which has been
filed as an exhibit to IPT's reports under the Exchange Act.

IPLP has entered into the IPLP Credit Agreement with Lehman Commercial
Paper, Inc., as syndication agent, First Union National Bank, as administrative
agent (in such capacity, the "Administrative Agent") and the lenders from time
to time parties thereto (the "Lenders"). Pursuant to the IPLP Credit Agreement,
the Lenders have made available to IPLP a revolving credit facility of up to $50
million at any one time outstanding. Loans under the IPT Line of Credit (the
"Loans") may be utilized to finance certain permitted investments and refinance
certain investments made prior to the date of the Credit Agreement. The IPT Line
of Credit matures in a single installment on December 30, 2000.

IPLP may borrow under the IPT Line of Credit at a rate based upon the LIBOR
Rate (as defined in the IPLP Credit Agreement) plus 2.50% per annum (the "LIBOR
Loans") or the Base Rate (as defined in the IPLP Credit Agreement) (the "Base
Rate Loans"). As of December 1, 1998, IPT had $30 million of outstanding
indebtedness under the IPT Line of Credit.

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IPT is obligated to pay a commitment fee at a rate of 0.25% per annum on
the undrawn portion of the IPT Line of Credit. Such commitment fee is payable
quarterly in arrears and calculated based on the actual number of days elapsed
over a 365-day year.

The Loans are subject to mandatory repayment only to the extent that the
aggregate outstanding principal amount of the Loans on any day exceeds the
amount of the IPT Line of Credit then in effect. Voluntary repayments of the
Loans and voluntary reductions of the IPT Line of Credit are permitted in whole
or in part at the option of IPLP, in minimum principal amounts, without premium
or penalty, subject to reimbursement of certain of the Lenders costs under
certain conditions.

IPLP's obligations under the IPT Line of Credit have been guaranteed by IPT
and such guaranty is secured by a pledge of the capital stock or other equity
interests held by IPT in each of the subsidiaries of IPT which, directly or
indirectly, owns or controls the general partner interest in any Real Estate
Entity (as defined below) in which IPLP, directly or indirectly owns a limited
partner interest. In addition, the IPT Line of Credit is secured by a first
priority security interest in all limited partnership interests from time to
time owned by IPLP and the equity interests from time to time held by IPLP in
any subsidiary of IPLP which itself owns limited partnership interests. The IPLP
Credit Agreement defines a "Real Estate Entity" as any limited partnership,
limited liability company, corporation or other entity which has as its
principal business the ownership of real property or debt secured by real
property. Thus, all of the Controlled Partnerships constitute Real Estate
Entities for purposes of the Credit Agreement.

The IPLP Credit Agreement contains customary covenants and restrictions on
IPLP's ability to, among other things, incur debt or contingent obligations,
grant liens, sell assets, make distributions or make investments. In addition,
the IPLP Credit Agreement contains certain financial covenants which require
that (a) the ratio of adjusted portfolio equity of IPLP to funded debt not be
less than 5.00 to 1.00 at the end of any fiscal quarter, (b) the ratio of
Adjusted DCFO (as defined below) for the period of four fiscal quarters then
ended to the sum of interest expense and certain dividend accruals not be less
than 1.10 to 1.00 at the end of any fiscal quarter and (c) the ratio of Adjusted
DCFO for the period of four fiscal quarters then ended to interest expense for
such period not be less than 6.00 to 1.00. For purposes of the Credit Agreement,
the term "DCFO" means, for any period, the aggregate net operating income for
such period of each Real Estate Entity in which IPLP owns an equity interest
less with respect to each Real Estate Entity for such period the sum of (i) cash
interest expense, (ii) all principal payments (other than in connection with
refinancings) on the debt of such Real Estate Entity, (iii) an amount equal to
the greater of (x) the capital expenditures (exclusive of capital expenditures
to restore newly acquired properties to their original condition in accordance
with a budget provided by IPLP within 90 days after acquisition) less funded
capital expenditures or (y) an amount equal to $500 for each apartment unit and
$0.20 per square foot for each commercial property owned by such Real Estate
Entity; and the term "Adjusted DCFO" means, as of any date, an amount equal to
the aggregate of IPLP's pro rata portion of the DCFO of each Real Estate Entity
in which IPLP owns an equity interest (after giving effect to any acquisition by
IPLP of an equity interest in such Real Estate Entity during the quarterly
period ending on the determination date) plus all fee and other income received
by IPLP during such period (excluding extraordinary items) less all unreimbursed
fees and expenses paid by IPLP or IPT during such period.

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Events of default under the IPLP Credit Agreement include: (i) nonpayment
of principal with no period of grace and nonpayment of interest due under the
IPT Line of Credit within five days after the same become due; (ii) material
breach of any representation or warranty; (iii) failure to observe any term,
covenant or agreement contained in the IPT Line of Credit beyond (in certain
cases) an applicable period of grace; (iv) the failure by IPLP to pay amounts
due on account of the termination of any interest hedge agreement within ten
days of the date when due; (v) default by IPLP in the payment when due, or in
the performance or observance, of any material obligation involving monetary
liability in excess of $5,000,000 to the extent that such liability is not being
contested by IPLP in good faith with adequate reserves having been established
on its books in accordance with GAAP; (vi) certain events of bankruptcy or
insolvency with respect to IPLP or, in some cases, material subsidiaries; (vii)
the occurrence of certain events under the Employee Retirement Income Security
Act of 1974, as amended; (viii) the failure of any material provision of the
Credit Agreement or any agreement delivered pursuant thereto to continue to be a
valid and binding obligation of IPLP; (ix) the failure of the relevant security
documents to continue to be a valid first priority lien on any material portion
of the collateral security pledged pursuant thereto; and (x) judgments against
IPLP of $3,000,000 or greater that remain unsatisfied, unvacated or unstayed
pending appeal for a period of 30 days after entry.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF IPT AND THE IPT PARTNERSHIPS

This Information Statement/Prospectus contains forward-looking statements
that involve risks and uncertainties. IPT's actual results could differ
materially from the results discussed in the forward-looking statements.

IPT

The following is based on (i) the historical results of IPT for the nine
months ended September 30, 1998 and the year ended December 31, 1997, and (ii)
the historical results of IPT's predecessor entities for the years ended
December 31, 1996 and 1995. IPT's predecessor entities began operations in 1994
with the acquisition of partnership interests in December 1994. IPT's most
significant assets are its investments in real estate limited partnerships,
which are principally comprised of general and limited partner interests in the
IPT Partnerships. See Note 3 to the Combined Financial Statements of IPT for a
summary of investments made for each year. This information should be read in
conjunction with the accompanying combined financial statements and the related
notes thereto.

Financial Condition

On September 17, 1998, AMIT was merged with and into IPT. In the AMIT
Merger, each issued and outstanding Class A and B common share of AMIT was
converted into a total of 4,018,778 IPT Common Shares valued at approximately
$10.72 per share. As a result of the AMIT Merger, IPT acquired approximately
$13.4 million in cash, 19 loans with an aggregate principal balance of
approximately $21.1 million, nine investment properties valued at approximately
$18.8 million, net current assets of approximately $0.3 million and mortgage
notes payable with an aggregate principal balance of approximately $7.1 million.
These account balances were recorded at their estimated fair values at the date
of the AMIT Merger. Also in connection with the AMIT Merger, IPT reclassified
previously capitalized merger costs of approximately $3.6 million in addition to
the purchase price of AMIT. Net income before minority interest and
extraordinary item resulting from the AMIT Merger, and reflected in the
statements of income for the three and nine months ending September 30, 1998,
was approximately $89,000 for each period.

At September 30, 1998, IPT held assets of $322 million, an increase of 42%
from December 31, 1997. IPT's assets consisted primarily of cash, investments in
real estate limited partnerships, apartment properties and mortgage notes
receivables. The increase in assets resulted primarily from increased
investments in real estate limited partnerships the AMIT Merger. Total
liabilities increased 167% to $67.9 million at September 30, 1998, compared to
$25.4 million at December 31, 1997. The increase in liabilities is due primarily
to approximately $30 million drawn on the IPT Line of Credit and an increase in
liabilities of approximately $8.1 million as a result of the AMIT Merger. The
apartment property balance constitutes the principal assets of The Village of
Pennbrook in National Properties Investors 4 ("NPI 4") (which is an IPT
Partnership of which IPLP owns a majority of the limited partner interests),
Raintree Apartments in Raintree Pensacola, L.P. (which is a wholly-owned
subsidiary of IPT), and the nine investment properties acquired in the AMIT
Merger, all of which are consolidated in IPT's financial statements. The non-

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recourse mortgage notes payable balance constitute the primary liabilities of
NPI 4, Raintree Apartments and two of the nine investment properties acquired in
the AMIT merger.

IPT's assets increased from the prior year end 53% to $226.1 million at
December 31, 1997 and 171% to $147.8 million at December 31, 1996 for the years
then ended, respectively. The asset growth was principally in cash and cash
equivalents, investments in real estate limited partnerships, apartment
properties and other assets, principally due to the NPI Transaction, the Private
Offerings and the acquisition of units of limited partner interests in certain
of the IPT Partnerships in both the transactions with High River and various
tender offers.

Cash and cash equivalents increased 50% to $56.1 million at September 30,
1998, compared to $37.4 million at December 31, 1997. The increase in cash and
cash equivalents is due primarily to cash received as a result of the AMIT
Merger of approximately $13.4 million, distributions received from partnerships
of approximately $18.7 million and draws on the IPT Line of Credit of
approximately $30.0 million, offset by purchases of limited partner interests of
approximately $29.3 million, combined distributions paid by IPT and IPLP of
approximately $12.9 million and the purchase of Raintree Apartments, a 168-unit
residential apartment complex located in Pensacola, Florida. The purchase of
Raintree Apartments resulted in net cash outflow of approximately $1.1 million.

Cash and cash equivalents increased from the prior year end 660% to $37.4
million at December 31, 1997 and 833% to $4.9 million at December 31, 1996 for
the years then ended, respectively. The primary sources of the cash increases
were the Private Offerings, for the year ended December 31, 1997, and the
consolidation of NPI 4 (as result of the NPI Transaction) for the year ended
December 31, 1996.

Investments in real estate limited partnerships increased from $159.5
million at December 31, 1997, to $183.1 million at September 30, 1998, an
increase of 15%. The increase was attributable to the purchase of limited
partner interests during the first nine months of 1998 as noted above and the
MAE GP Merger and related contribution of limited partner interests by IFG,
partially offset by distributions of $30.1 million from the IPT Partnerships, of
which approximately $11.1 million was accrued at September 30, 1998.

Investments in real estate limited partnerships increased from the prior
year end 34% to $159.5 million at December 31, 1997 and 120% to $118.7 million
at December 31, 1996 for the years then ended, respectively. The increase for
the year ended December 31, 1997 result primarily from the acquisitions of units
of limited partner interests in the Shelter Properties Partnerships and
acquisitions of units of limited partner interests in other IPT Partnerships in
various tender offers. The increase for the year ended December 31, 1996 was
primarily due to the acquisitions of units of limited partner interests in the
NPI Partnerships.

Realty Transaction

In June 1998, the AIMCO Operating Partnership entered into seven separate
Purchase and Sale Agreements with affiliates of Realty Investment Co. to acquire
seven

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multifamily residential properties from an unaffiliated third party. On October
16, 1998, these properties were acquired by newly formed subsidiaries of the
AIMCO Operating Partnership (the "Subsidiary Partnerships") for a purchase price
of approximately $41.8 million (exclusive of certain transaction costs),
consisting of approximately $17.1 million in cash and the assumption of
approximately $25.0 million in mortgage indebtedness. IPLP provided
approximately $16.8 million to the AIMCO Operating Partnership for the
acquisition of the seven multifamily residential properties. In consideration
for such amount, the AIMCO Operating Partnership assigned all of its rights,
title and interest in and to the profits, distributions, losses, and all other
economic rights and obligations arising out of the limited partnership interest
in the Subsidiary Partnerships owned by the AIMCO Operating Partnership to IPLP.
The seven garden-style apartment communities are located in three states, have
an average age of 14 years and contain 1,353 apartment units. Five of the
apartment communities are located in Florida, with 448 units in Jacksonville,
208 units in Daytona Beach, 120 units in Melbourne and 216 units in Palm Bay.
One apartment community with 137 units is located in Hemet, California and one
apartment community with 224 units is located in Stone Mountain, Georgia.

IPLP Exchange

On December 7, 1998, IPLP entered into the IPLP Assignment Agreement with
the AIMCO Operating Partnership. Pursuant to the IPLP Assignment Agreement, IPLP
transferred the economic rights to the Assets to the AIMCO Operating Partnership
and the AIMCO Operating Partnership agreed to assume all obligations of IPLP
related to the Assets in exchange for approximately 10.2 million OP Units.
Immediately following the IPLP Exchange, the sole assets owned by IPLP consisted
of (i) a 100% ownership interest in Cooper River Properties, LLC (which in turn
owns limited partner units in a number of publicly-traded limited partnerships),
(ii) cash, (iii) IPLP's rights under the IPLP Credit Agreement, (iv)
approximately 10.2 million OP Units and (v) all residual rights under the assets
that were not transferred in the IPLP Exchange.

AMIT Notes Repurchase

On November 30, 1998, IPLP repurchased participations from the AIMCO
Operating Partnership in certain AMIT notes for $11 million.

Liquidity and Capital Resources

The initial capitalization of IPT and IPLP was primarily funded by IFG. IFG
also initially provided IPLP a line of credit of $2.5 million for additional
investments. The outstanding balance on that line of credit was paid and the
line of credit canceled during July 1997.

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IPT's primary source of cash is the receipt of distributions from the IPT
Partnerships. IPT expects distributions from the IPT Partnerships to be
sufficient for it to maintain its current level of distributions on an annual
basis as required by the Merger Agreement.

During 1997, IPT raised approximately $62.3 million through the private
placement of IPT Common Shares primarily with institutional investors. IPT
invested approximately $29.3 million of those proceeds to acquire additional
limited partner interests in IPT Partnerships during the first nine months of
1998, and through September 30, 1998 had invested a total of approximately $58
million of the offering proceeds to acquire additional interests in IPT
Partnerships.

IPT also has available through the IPT Line of Credit, of $50 million to
use for acquisitions. The IPT Line of Credit is secured by a pledge and security
interest in all of the limited partner interests owned by IPLP. IPT expects the
IPT Line of Credit to be sufficient for its acquisition requirements for the
remainder of 1998. As of September 30, 1998, IPT has borrowed $30 million of the
available credit facility to finance outstanding tender offers and future
purchases.

Cash distributions of approximately $8.6 million ($.45 per share) were paid
during the first nine months of 1998. Additionally, cash distributions paid to
IPT shareholders of approximately $8.7 million and approximately $2.2 million
were paid in 1997 and 1996 respectively. IPT declared a distribution of
approximately $3.8 million to IPT shareholders of record on September 30, 1998,
and paid such distribution in October 1998. Cash distributions paid to IFG by
IPLP of approximately $5.4 million, approximately $6.8 million and approximately
$10.2 million were paid in 1997, 1996 and 1995 respectively. A cash distribution
of approximately $4.2 million was paid to IFG by IPLP during the first nine
months of 1998. The 1996 distribution was paid from the proceeds of a
distribution from IPLP, which simultaneously paid a distribution of
approximately $4.1 million to IFG (as the sole limited partner of IPLP). Future
distributions will depend on the levels of net cash generated from operations,
capital expenditure requirements, property sales, refinancings by the Controlled
Partnerships and distributions thereof to IPT.

Results of Operations

Because IPT's primary assets consist of general and limited partner
interests in the IPT Partnerships, a substantial majority of IPT's funds from
operations results from the pass through of IPT's share of funds from operations
generated by the IPT Partnerships (including IPT's share of the funds from
operations generated by NPI 4 and Raintree Pensacola, L.P., which are
consolidated in IPT's combined financial statements). See Note 6 to IPT's
Combined Financial Statements.

Acquisitions of partnership interests began in December 1994 and have since
then continued. Substantial operating results began in 1995, which produced net
income of $2.2 million and $4.6 million of funds from operations. Net income of
$2.4 million in 1996 was up slightly from the $2.2 million in 1995, primarily
due to increased equity earnings resulting from acquisitions of interests in
partnerships during 1996. Net income for the year ended December 31, 1997 was
approximately $6.0 million, which was an increase of 148% from net income for
the year ended December 31, 1996. Net income for the nine months ended September
30, 1998 was approximately $11.2 million compared to approximately $2.9 million
for the same period in 1997. These increases were primarily

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due to increased equity earnings resulting from improved operations of the IPT
Partnerships and from the acquisition of units of limited partner interest in
various IPT Partnerships. IFG's minority interest resulted primarily from IFG
and its affiliates transferring to IPLP their limited partner interests in the
IPT Partnerships in exchange for IPLP OP Units in 1996 and 1997. Income before
minority interest and extraordinary items increased from approximately $3.9
million for the year ended December 31, 1996 to approximately $10.5 million for
the year ended December 31, 1997, and increased 206.8% to $18.1 million for the
nine months ended September 30, 1998, compared to the same period in 1997. This
increase was primarily attributable to an increase in equity earnings due to
improved operations of the IPT Partnerships, to the acquisition of units of
limited partner interests in various IPT Partnerships, and to an increase in
other income resulting from increased distributions received from the Controlled
Partnerships in which IPT has a nominal investment. Also contributing to the
increase was a gain of approximately $5.9 million realized primarily on the sale
of three properties during the nine months ended September 30, 1998. There were
no gains from property sales during the comparable period of 1997.

For the nine months ended September 30, 1998, FFO increased 73.2% to $24.6
million compared to $14.2 million for the nine months ended September 30, 1997.
FFO increased 67% to $20.9 million for the year ended December 31, 1997 compared
to $12.6 million for the year ended December 31, 1996. FFO increased 172% to
$12.6 million for the year ended December 31, 1996 from $4.6 million for the
year ended December 31, 1995. These increases were primarily the result of
additional partnership interest acquisitions, and to a lesser extent from an
increase in FFO from the IPT Partnerships. FFO is defined as income or loss from
real estate operations, which is net income in accordance with GAAP excluding
gains or losses for debt restructurings, sales of property and minority
interests, plus depreciation and provision for impairment. See "Selected
Consolidated and Combined Financial Data of IPT" for a reconciliation of net
income to FFO.

Year 2000 Compliance

The "Year 2000 Issue" is the result of computer programs being written
using two digits rather than four to define the applicable year. Any computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

IPT is dependent upon AIMCO for management and administrative services.
AIMCO has determined that it will be required to modify or replace significant
portions of its software and certain hardware so that those systems will
properly utilize dates beyond December 31, 1999. AIMCO presently believes that
with modifications or replacements of existing software and certain hardware,
the Year 2000 Issue can be mitigated. However, if such modifications and
replacements are not made, or are not completed timely, the Year 2000 Issue
could have a material impact on the operations of AIMCO and IPT.

AIMCO's plan to resolve the Year 2000 Issue involves the following four
phases: assessment, remediation, testing and implementation. To date, AIMCO has
fully completed its assessment of all systems that could be significantly
affected by the

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Year 2000 Issue, and has begun the remediation, testing and implementation phase
on both hardware and software systems. AIMCO anticipates having all phases
complete by June 1, 1999.

AIMCO believes that it has an effective program in place to resolve the
Year 2000 Issue in a timely manner and has appropriate contingency plans in
place for critical applications that could affect IPT's operations. To date,
AIMCO is not aware of any external agent with a Year 2000 Issue that would
materially impact IPT's results of operations, liquidity or capital resources.
However, AIMCO has no means of ensuring that external agents will be Year 2000
compliant. AIMCO does not believe that the inability of external agents to
complete their Year 2000 resolution process in a timely manner will have a
material impact on the financial position or results of operations of IPT.
However, the effect of non-compliance by external agents is not readily
determinable.

Funds from Operations (FFO)

IPT believes that FFO is a significant indicator of the strength of its
results. FFO represents net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring or sales of property, plus
depreciation of real property, and after adjustments for unconsolidated
partnerships and joint ventures. FFO should not be considered as an alternative
to net income or other measurements under GAAP as an indicator of operation
performance or to cash flows from operating, investing or financing activities
as a measure of liquidity. FFO does not reflect working capital changes, cash
expenditures for capital improvements or principal payments on indebtedness.

Inflation

Substantially all of the leases at the properties of the IPT Partnerships
are for a term of one year or less, which may enable IPT to seek increased rent
upon renewal of existing leases and upon the commencement of new leases. The
short-term nature of the leases generally serves to reduce the risk to IPT of
the adverse effects of inflation.

SOP 98-5

In 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-5, Reporting on the Costs of Start-Up Activities ("SOP 98-5"), which
is effective for financial statements for fiscal years beginning after December
15, 1998. SOP 98-5 requires costs of start-up activities and organization costs
to be expensed as incurred. Initial application should be reported as the
cumulative effect of a change in accounting principle and expensed in the first
quarter in the year of adoption. At September 30, 1998, IPT had approximately $1
million (net of accumulated amortization) capitalized as organizational costs
that would be affected by the requirements of SOP 98-5.

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EITF 97-11

IPT has not capitalized any internal costs in connection with identifying
and acquiring operating properties. Therefore, EITF 97-11 will have no effect on
IPT's financial statements.

IPT PARTNERSHIPS

The following discussion pertains to the combined financial condition and
results of operations of those partnerships that constituted IPT Partnerships
during the applicable periods. Please note that since the IPLP Exchange, AIMCO
Operating Partnership is entitled to receive all of the economic rights and
benefits in substantially all of these partnerships. While this discussion is
directed to the IPT Partnerships in the aggregate, it is important to note that
each IPT Partnership is limited to its own resources and must accordingly manage
its capital resources.

Financial Condition

Each of the IPT Partnerships is governed by its specific partnership
agreement, and pursuant to each of those partnership agreements the general
partner of the applicable partnership has substantial authority over the
operations and financial position of the particular partnership. Further, the
partnership agreements generally render the issuance of additional equity
interests impractical and in many instances limit the amount and nature of
permitted mortgages or other indebtedness. Finally, certain changes of control
of the general partners of the IPT Partnerships that occurred during the last
three years have resulted in different philosophies with respect to operations,
rent changes and debt structure.

IPT believes that each IPT Partnership has sufficient capital to meet its
operating and capital needs. At December 31, 1997, the IPT Partnerships held
approximately $106 million in cash and other liquid investments, which included
approximately $10 million held for distribution to partners, including IPT and
affiliates, in the first quarter 1998. At September 30, 1998, the IPT
Partnerships held approximately $146.1 million in cash and other liquid
investments.

A majority of the mortgage loan financings of the IPT Partnerships was
obtained with the assistance of IFG over the last five years. Each mortgage loan
is single asset, non-recourse, non-cross-collateralized, fixed rate debt. The
aggregate outstanding balance of all such financings at September 30, 1998 and
December 31, 1997 was approximately $934.9 million and $680.2 million,
respectively.

The mortgage loan financings completed by the IPT Partnerships can be
substantially grouped into three principal categories:

- - A series of whole loan financings specific to properties controlled by IFG
completed in November 1992 with an affiliate of Lehman Brothers, Inc. ("Lehman
Capital"). Each of the property loans bears interest at an annual rate of
7.6%, provides for monthly debt service based on a 23 year amortization and
matures with a balloon payment due in November 2002. These loans comprised
approximately 10% and 12% of the combined IPT Partnerships' outstanding debt
at September 30, 1998 and December 31, 1997, respectively.

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<PAGE> 209

- - A series of whole loan financings with Lehman Capital and Freddie Mac in
December 1995 pursuant to which each loan bears interest at an annual rate of
6.95%. Payments are substantially interest only and the loans mature in
December 2005. These loans comprised approximately 12% and 16% of the combined
IPT Partnerships' outstanding debt at September 30, 1998 and December 31,
1997, respectively.

- - A series of whole loan financings with Lehman Capital and Freddie Mac in
September 1996 pursuant to which each loan bears interest at an annual rate of
7.33%. Payments are interest only and the loans mature in September 2003.
These loans comprised approximately 22% and 24% of the combined IPT
Partnerships' outstanding debt at September 30, 1998 and December 31, 1997,
respectively.

The IPT Partnerships require sufficient operating cash flows and capital
resources to maintain their properties and service their debt. Excess cash flows
are generally available for distribution to partners. Capital expenditures have
been substantial with respect to the assets owned by the IPT Partnerships.

Upon gaining control of the general partners, IFG undertook to implement
property improvement programs intended to result in improving both the physical
condition and the appearance of the properties. This has been the case
particularly with respect to the properties owned by the Consolidated Capital
Partnerships, which IFG commenced managing in 1995, and with respect to the
properties owned by the National Properties Partnerships and Century Properties
Partnerships, which IFG commenced managing in 1996. Aggregate capital
expenditures of the IPT Partnerships were approximately $44 million in 1996, and
approximately $32.6 million in 1997. IPT believes that the IPT Partnerships will
expend approximately $34.2 million on capital expenditures in 1998. As of
September 30, 1998, the IPT Partnerships have expended approximately $30.1
million on capital expenditures.

Certain properties owned by IPT Partnerships are encumbered by mortgages in
amounts that constitute substantially all of the value of the properties.
Furthermore, one IPT Partnership, Century Properties Fund XVI, does not
currently generate cash flow after payment of debt services and required capital
expenditures. However, IPT does not believe that any of these investments will
be lost. Additionally, if these properties were lost, the combined loss of these
investments would not have a material adverse effect on the combined IPT
Partnerships or IPT.

Results of Operations

Each IPT Partnership is essentially a closed end investment vehicle.
Accordingly, the primary factors affecting operating results are changes in
rental income, changes in property operating expenses, changes in debt financing
and dispositions of asset investments during the period. The following
discussion summarizes certain operating statement data included in the Combined
Financial Statements of IPT. The same data is also discussed for only those
properties that were included in operating results for the full year in each
period ("Comparable" property results).

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Nine Months Ended September 30, 1998 Compared to Nine Months ended September
30, 1997

IPT's FFO growth is attributable to both acquisition activity and internal
growth. Acquisitions at cost (excluding AMIT Merger activity) were an aggregate
of approximately $74 million from July 1, 1997 to September 30, 1998. However,
comparable operations of properties owned by IPT Partnerships during the first
nine months of both 1998 and 1997 met or exceeded management's expectations.

Comparable property revenues grew by 2.3% for the first nine months of 1998
compared to the corresponding period in 1997. The growth was primarily
attributable to the average increase in rental rates year to year, increases in
the average occupancy of approximately 0.5%, and the renovation and re-leasing
of The Sterling in Philadelphia. Conversely, comparable property revenues
decreased 1.75% for the three months ending September 30, 1998 as compared to
the same period in 1997. Operating expenses declined approximately 8.3% for the
three months and 5.3% for the nine months ending September 30, 1998,
respectively. The reduction in expenses was primarily the result of above normal
levels of maintenance incurred in 1997 as management implemented plans to
improve the overall appearance of the properties. Recurring operating expenses
remained relatively flat. Results from comparable partnerships resulting from
the comparable revenue and expense changes accounted for FFO growth of 28.8% and
24.2% for the three and nine months ending September 30, 1998, respectively. The
remaining FFO growth is attributable to acquisitions.

Fiscal Year 1997 Compared to Fiscal Year 1996

Property revenues for the year ended December 31, 1997 increased 14.4% from
the year ended December 31, 1996. The property revenue growth was primarily due
to increased ownership in a greater number of properties during the period as a
result of tender offers extended during 1997. This growth was partially offset
by the effects of one property foreclosed upon during 1996 and three properties
sold during the last half of 1997. Comparable property revenues increased
slightly by 1.6%. The property revenue growth is a function of the favorable
market for rental rate increases and the improved conditions and appearance of
the subject properties. Property operating expenses increased 9.3% for the year
ended December 31, 1997 as a result of the 1997 tender offers, offset by 1997
property sales and the 1996 property foreclosure. Comparable property operating
expenses decreased 2.9% for the year ended December 31, 1997 compared to the
year ended December 31, 1996.

Interest expense of the IPT Partnerships increased 8.4% for the year ended
December 31, 1997 primarily as a result of owning an interest in a greater
number of properties for the period as discussed above. Conversely, with respect
to properties owned throughout both periods, interest expense decreased 1.6%.
The decrease resulted primarily due to the aggregate mortgage balances
decreasing as a result of the refinancings that occurred in the second half of
1996 and a reduction in the interest rates for the related mortgages.
Administrative expenses decreased 11.3% for the year ended December 31, 1997 as
compared to the same period in 1996 after adjusting for properties owned
throughout both periods. The decrease in administrative expenses primarily
resulted from IFG's economies of scale being applied to all of the IPT
Partnerships by the second half of 1996. Depreciation expense increased 13.2%
for the year ended December 31, 1997

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compared to the year ended December 31, 1996 due to owning an interest in more
properties during the period as a result of the 1997 tender offers, slightly
offset by property sales.

As a result of the foregoing factors, funds from operations improved by
34.2% and the income from operations increased by $10 million for the year ended
December 31, 1997 as compared to the same period in 1996. With respect to
properties owned throughout both periods, funds from operations increased 19.6%
and income from operations increased $10 million.

Fiscal Year 1996 Compared to Fiscal Year 1995

Property revenues for the year ended December 31, 1996 increased by 3.6%
from the year ended December 31, 1995. This increase was a result of a 5.6%
growth in comparable property revenues offset by the effects of three properties
sold during 1996 and four properties sold during 1995.

Average occupancy was approximately 94% in each period. The property
revenue growth was a function of the favorable market for rental rate increases
and the improved condition and appearance of the subject properties.

Property operating expenses increased by 4.9% due to a 7.4% increase for
the properties owned throughout the two periods reduced by the effect of the
property dispositions during 1995 and 1996. Approximately $4 million (or 3.0%)
of the increased expenses was directly attributable to the general improvement
program for the properties and related to periodic major maintenance expenses,
such as exterior painting and general landscaping changes. The remaining 4.4%
increase in comparable property operating expenses is primarily attributable to
increased costs of operations.

Interest expense of the IPT Partnerships declined by 5.6%, with a decline
of 3.4% attributable solely to properties owned at the end of 1996. This decline
resulted primarily from the December 1995 refinancing which reduced the related
interest rates to 6.95%, and to a lesser extent from the September 1996
refinancing which reduced related interest rates to 7.33%. These rates permitted
a reduction in total interest expense notwithstanding that the aggregate
mortgage balances increased by approximately $50 million in those refinancing
transactions. The increase in administrative expenses from 1995 to 1994 was
reversed and administrative expenses decreased further as a result of IFG's
economies of scale being applied to all of the IPT Partnerships by the second
half of 1996.

Depreciation of the IPT Partnerships declined modestly because the effect
of property sales was greater than the increase caused by capital expenditures,
and the writedown of assets in 1995 resulting from IFG's analysis of property
carrying values was not present in 1996.

As a result of the foregoing factors, funds from operations improved by
19.0% and the net loss declined from $17.1 million to approximately $0.7
million. With respect to properties owned throughout both periods, funds from
operations improved 20.0% and loss from operations improved $15.6 million.

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BOARD OF TRUSTEES AND EXECUTIVE OFFICERS OF IPT

The following sets forth certain information with respect to the trustees
and New Executive Officers of IPT.

IPT BOARD

The current IPT Board consists of eleven members, six of whom also serve as
officers of AIMCO (including two who are also directors of AIMCO). The trustees
are classified, with respect to the terms for which they severally hold office,
into separate classes, if and in the manner prescribed in the IPT Declaration.

All of the trustees and officers of IPT are citizens of the United States.

The following table identifies the Continuing Trustees, together with their
respective ages and positions with IPT. Each Continuing Trustee will serve until
his term is completed, unless he is removed or resigns prior to completing his
term. All Continuing Trustees will be removed from office upon consummation of
the Merger.

Continuing Trustees

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Andrew L. Farkas............................................ 37 Trustee
James A. Aston.............................................. 45 Trustee
Frank M. Garrison........................................... 42 Trustee
Warren M. Eckstein.......................................... 37 Trustee
Bryan L. Herrmann........................................... 62 Trustee
</TABLE>

The following is a biographical summary of the experience for the past five
years or more of the Continuing Trustees.

Andrew L. Farkas. Mr. Farkas has served as a trustee of IPT since December
1996 and served as the Chairman and the Chief Executive Officer of IPT from
January 1997 until October 1, 1998. Mr. Farkas was a Trustee and Chairman,
President and Chief Executive Officer of IFG from its inception in January 1991
to October 1998. Currently, Mr. Farkas serves as the Chairman and Chief
Executive Officer of Holdings. Mr. Farkas has been President of Metropolitan
Asset Group, Ltd., a real estate investment banking firm, since 1983. Mr. Farkas
is involved in IPT affairs only to the extent of strategic planning and capital
formation. Mr. Farkas' term as a trustee of IPT will expire at the annual
meeting of the shareholders of IPT held in the year 2000.

James A. Aston. Mr. Aston has served as a trustee since IPT's inception in
May 1996. Mr. Aston served as and President of IPT from May 1996 until October
1, 1998. Mr. Aston's principal employment had been with IFG for more than the
past five years. Mr. Aston currently serves as the Chief Financial Officer of
Holdings and is a member of the Office of Chairman of Holdings. Mr. Aston's term
as a trustee of IPT will expire at the annual meeting of the shareholders of IPT
held in the year 1999.

Frank M. Garrison. Mr. Garrison has served as a trustee of IPT since
December 1996. He also served in various other officer capacities with IPT
between

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December 1996 and October 1998. Mr. Garrison's principal employment was with IFG
for more than the past five years. He currently serves as a member of the Office
of Chairman of Holdings and he serves in various officer positions with
subsidiaries of Holdings. Mr. Garrison's term as a trustee of IPT will expire at
the annual meeting of the shareholders of IPT held in the year 2001.

Warren M. Eckstein. Mr. Eckstein was appointed as a trustee of IPT in
September 1998. Mr. Eckstein has been Managing Director -- Investment Banking of
Paine Webber Incorporated since October 1996. Prior to October 1996, Mr.
Eckstein served as Senior Vice President, Investment Banking, of Dillon, Reed &
Co., Inc. Mr. Eckstein's term as a trustee of IPT will expire at the annual
meeting of the shareholders of IPT held in the year 1999.

Bryan L. Herrmann. Mr. Herrmann was appointed as a trustee of IPT in
September 1998. Mr. Herrmann is an investment banker by background and currently
is Chairman and Chief Executive Officer of Base Camp 9 Corp., a position he has
held since 1990. Mr. Herrmann is also a member of the board of directors of
Wynn's International, Inc., a public company. Mr. Herrmann's term as a trustee
of IPT will expire at the annual meeting of the shareholders of IPT held in the
year 2001.

The following table identifies the AIMCO-nominated Trustees and the
executive officers, together with their respective ages and positions with IPT.
Each AIMCO-nominated Trustee will serve until his term is completed, unless he
is removed or resigns prior to completing his term. Each executive officer will
serve for one year and until his successor is appointed by the IPT Board and he
or she qualifies.

AIMCO-nominated Trustees and Executive Officers

<TABLE>
<CAPTION>
NAME AGE POSITIONS
- ---- --- ---------
<S> <C> <C>
Terry Considine........... 51 Trustee, Chairman and Chief Executive Officer
Peter K. Kompaniez........ 53 Trustee, President
Joel F. Bonder............ 49 Executive Vice President, General Counsel and Assistant
Secretary
Patrick J. Foye........... 41 Trustee, Executive Vice President
Robert Ty Howard.......... 40 Executive Vice President -- Ancillary Services
Steven D. Ira............. 47 Trustee, Executive Vice President
Thomas W. Toomey.......... 37 Trustee, Executive Vice President -- Finance and
Administration
David L. Williams......... 52 Executive Vice President -- Property Operations
Harry G. Alcock........... 34 Trustee, Senior Vice President -- Acquisitions
Troy D. Butts............. 34 Senior Vice President and Chief Financial Officer
Jeffrey P. Cohen.......... 30 Secretary
</TABLE>

The following is a biographical summary of the experience for the past five
years or more of the AIMCO-nominated Trustees and the executive officers of IPT.

Terry Considine. Mr. Considine was elected as a trustee, Chairman of the
IPT Board and Chief Executive Officer of IPT on October 1, 1998. He has served
as Chairman of the

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Board of Directors and Chief Executive Officer of AIMCO since July 1994 and was
President until July 1997. He is the sole owner of Considine Investment Co. and
prior to July 1994 was owner of approximately 75% of Property Asset Management,
L.L.C., a limited liability company, a Colorado limited liability company, and
its related entities (collectively, "PAM"), one of AIMCO's predecessors. On
October 1, 1996, Mr. Considine was appointed Co-Chairman and director of Asset
Investors Corp. and Commercial Asset Investors, Inc., two other public REITs,
and appointed as a director of Financial Assets Management, LLC, a REIT manager.
Mr. Considine has been involved as a principal in a variety of real estate
activities, including the acquisition, renovation, development and disposition
of properties. Mr. Considine has also controlled entities engaged in other
businesses such as television broadcasting, gasoline distribution and
environmental laboratories. Mr. Considine received a B.A. from Harvard College,
a J.D. from Harvard Law School and is admitted as a member of the Massachusetts
Bar. Mr. Considine's term as a trustee of IPT will expire at the annual meeting
of the shareholders of IPT held in the year 2001.

Peter Kompaniez. Mr. Kompaniez was elected as a trustee and President of
IPT on October 1, 1998. He has been Vice Chairman, President and a director of
AIMCO since July 1994 and was appointed President in July 1997. Since September
1993, Mr. Kompaniez has owned 75% of PDI Realty Enterprises, Inc., a Delaware
corporation ("PDI"), one of AIMCO's predecessors, and serves as its President
and Chief Executive Officer. From 1986 to 1993, he served as President and Chief
Executive Officer of Heron Financial Corporation ("HFC"), a United States
holding company for Heron International, N.V.'s real estate and related assets.
While at HFC, Mr. Kompaniez administered the acquisition, development and
disposition of approximately 8,150 apartment units (including 6,217 units that
have been acquired by AIMCO) and 3.1 million square feet of commercial real
estate. Prior to joining HFC, Mr. Kompaniez was a senior partner with the law
firm of Loeb and Loeb where he had extensive real estate and REIT experience.
Mr. Kompaniez received a B.A. from Yale College and a J.D. from the University
of California (Boalt Hall). Mr. Kompaniez's term as a trustee of IPT will expire
at the annual meeting of the shareholders of IPT held in the year 2001.

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<PAGE> 215

generally provided for the joint assumption of certain liabilities and the
pledge of unencumbered assets in support of such liabilities for the benefit of
their United States creditors. As a result of the restructuring, the operations
and assets of the United States members of the Heron Group were generally
separated from those of Heron International and its non-United States
subsidiaries. At the conclusion of the restructuring, Mr. Kompaniez commenced
the operations of PDI, which was engaged to act as asset and corporate manager
of the continuing United States operations of HFC and the other United States
Heron Group members for the benefit of the United States creditors. In
connection with certain transactions effected at the time of the initial public
offering of AIMCO Common Stock, Mr. Kompaniez was appointed Vice Chairman of
AIMCO and substantially all of the property management assets of PDI were
transferred or assigned to AIMCO.

Joel F. Bonder. Mr. Bonder was appointed as Executive Vice President,
General Counsel and Secretary of IPT on October 1, 1998. He has served as
Executive Vice President and General Counsel of AIMCO since December 1997. Prior
to joining AIMCO, Mr. Bonder served as Senior Vice President and General Counsel
of NHP from April 1994 until December 1997. Mr. Bonder served as Vice President
and Deputy General Counsel of NHP from June 1991 to March 1994 and as Associate
General Counsel of NHP from 1986 to 1991. From 1983 to 1985, Mr. Bonder was with
the Washington, D.C. law firm of Lane & Edson, P.C. From 1979 to 1983, Mr.
Bonder practiced with the Chicago law firm of Ross and Hardies. Mr. Bonder
received an A.B. from the University of Rochester and a J.D. from Washington
University School of Law.

Patrick J. Foye. Mr. Foye was elected as a trustee of IPT on October 1,
1998. He has served as Executive Vice President of AIMCO since May 1998. Prior
to joining AIMCO, Mr. Foye was a partner in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP from 1989 to 1998 and was managing Partner of the
firm's Brussels, Budapest and Moscow offices from 1992 through 1994. Mr. Foye is
also Deputy Chairman of the Long Island Power authority and serves as a member
of the New York State Privatization Council. He received a B.A. from Fordham
College and a J.D. from Fordham University Law School. Mr. Foye's term as a
trustee of IPT will expire at the annual meeting of the shareholders of IPT held
in the year 2000.

Robert Ty Howard. Mr. Howard was appointed Executive Vice
President -- Ancillary Services of IPT on October 1, 1998. He was appointed
Executive Vice President -- Ancillary Services of AIMCO in February 1998. Prior
to joining AIMCO, Mr. Howard served as an officer and/or director of four
affiliated companies, Hecco Ventures, Craig Corporation, Reading Company and
Decurion Corporation. Mr. Howard was responsible for financing, mergers and
acquisitions activities, investments in commercial real estate, both nationally
and internationally, cinema development and interest rate risk management. From
1983 to 1988, he was employed by Spieker Properties. Mr. Howard received a B.A.
from Amherst College, a J.D. from Harvard Law School and an M.B.A. from Stanford
University Graduate School of Business.

Steven D. Ira. Mr. Ira was elected as a trustee and Executive Vice
President of IPT on October 1, 1998. He is a Co-Founder of AIMCO and has served
as Executive Vice President of AIMCO since July 1994. From 1987 until July 1994,
he served as President of PAM. Prior to merging his firm with PAM in 1987, Mr.
Ira acquired extensive experience in property management. Between 1977 and 1981,
he supervised the property

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management of over 3,000 apartment and mobile home units in Colorado, Michigan,
Pennsylvania and Florida, and in 1981 he joined with others to form the property
management firm of McDermott, Stein and Ira. Mr. Ira served for several years on
the National Apartment Manager Accreditation Board and is a former president of
both the National Apartment Association and the Colorado Apartment Association.
Mr. Ira is the sixth individual elected to the Hall of Fame of the National
Apartment Association in its 54-year history. He holds a Certified Apartment
Property Supervisor (CAPS) and a Certified Apartment Manager designation from
the National Apartment Association, a Certified Property Manager (CPM)
designation from the National Institute of Real Estate Management (IREM) and he
is a member of the Boards of Directors of the National Multi-Housing Council,
the National Apartment Association and the Apartment Association of Metro
Denver. Mr. Ira received a B.S. from Metropolitan State College in 1975. Mr.
Ira's term as a trustee of IPT will expire at the annual meeting of the
shareholders of IPT held in the year 2000.

Thomas W. Toomey. Mr. Toomey was elected as a trustee and Executive Vice
President -- Finance and Administration of IPT on October 1, 1998. He has served
as Senior Vice President -- Finance and Administration of AIMCO since January
1996 and was promoted to Executive Vice President -- Finance and Administration
of AIMCO in March 1997. From 1990 until 1995, Mr. Toomey served in a similar
capacity with Lincoln Property Company ("LPC") as Vice President/Senior
Controller and Director of Administrative Services of Lincoln Property Services
where he was responsible for LPC's computer systems, accounting, tax, treasury
services and benefits administration. From 1984 to 1990, he was an audit manager
with Arthur Andersen & Co. where he served real estate and banking clients. From
1981 to 1983, Mr. Toomey was on the audit staff of Kenneth Leventhal & Company.
Mr. Toomey received a B.S. in Business Administration/ Finance from Oregon State
University and is a Certified Public Accountant. Mr. Toomey's term as a trustee
of IPT will expire at the annual meeting of the shareholders of IPT held in the
year 1999.

David L. Williams. Mr. Williams was appointed Executive Vice
President -- Property Operations of IPT on October 1, 1998. He has been
Executive Vice President -- Operations of AIMCO since January 1997. Prior to
joining AIMCO, Mr. Williams was Senior Vice President of Operations at Evans
Withycombe Residential, Inc. from January 1996 to January 1997. Previously, he
was Executive Vice President at Equity Residential Properties Trust from October
1989 to December 1995. He has served on National Multi-Housing Council Boards
and NAREIT committees. Mr. Williams also served as Senior Vice President of
Operations and Acquisitions of US Shelter Corporation from 1983 to 1989. Mr.
Williams has been involved in the property management, development and
acquisition of real estate properties since 1973. Mr. Williams received his B.A.
in education and administration from the University of Washington in 1967.

Harry G. Alcock. Mr. Alcock was elected as a trustee and Senior Vice
President -- Acquisitions of IPT on October 1, 1998. He has served as a Vice
President of AIMCO since July 1996, and was promoted to Senior Vice
President -- Acquisitions of AIMCO in October 1997, with responsibility for
acquisition and financing activities since July 1994. From June 1992 until July
1994, Mr. Alcock served as Senior Financial Analyst for PDI and HFC. From 1988
to 1992, Mr. Alcock worked for Larwin Development Corp., a Los Angeles based
real estate developer, with responsibility for raising debt and joint venture

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equity to fund land acquisitions and development. From 1987 to 1988, Mr. Alcock
worked for Ford Aerospace Corp. He received his B.S. from San Jose State
University. Mr. Alcock's term as a trustee of IPT will expire at the annual
meeting of the shareholders of IPT held in the year 1999.

Troy D. Butts. Mr. Butts was appointed Senior Vice President and Chief
Financial Officer on October 1, 1998. He has served as Senior Vice President and
Chief Financial Officer of AIMCO since November 1997. Prior to joining AIMCO,
Mr. Butts served as a Senior Manager in the audit practice of the Real Estate
Services Group for Arthur Andersen LLP in Dallas, Texas. Mr. Butts was employed
by Arthur Andersen LLP for ten years and his clients were primarily
publicly-held real estate companies, including office and multi-family REITs.
Mr. Butts holds a Bachelor of Business Administration degree in Accounting from
Angelo State University and is a Certified Public Accountant.

Jeffrey P. Cohen. Mr. Cohen has served in various capacities with IPT since
June 1997 and currently serves as Secretary of IPT. Between April 1997 and
October 1998, Mr. Cohen's principal occupation was to serve as a Senior Vice
President -- Investment Banking of IFG. Prior to April 1997, Mr. Cohen's
principal occupation was as an attorney with the law firm of Rogers & Wells, New
York, New York.

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PRINCIPAL SHAREHOLDERS OF IPT

The following table sets forth certain information regarding the beneficial
ownership of IPT Common Shares by (i) each person who is known to be a
beneficial owner of more than 5% of the outstanding IPT Common Shares, (ii) each
current and former trustee of IPT, and (iii) the current and former trustees and
executive officers of IPT as a group, in each case as of December 1, 1998.
Unless otherwise indicated in the footnotes, all of such IPT Common Shares are
owned directly, and the indicated person has sole voting and investment power
with respect thereto.

As of December 1, 1998, there were 23,482,538 IPT Common Shares outstanding
and 9,934,475 IPLP OP Units outstanding not held by IPT. IPLP OP Units are
exchangeable after a one year holding period to IPT Common Shares or cash, at
IPT's option.

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY % OF CLASS
NAME OF OWNER OR IDENTITY OF GROUP OWNED OUTSTANDING
- ---------------------------------- ------------ -----------
<S> <C> <C>
AIMCO(1)(2)............................................ 21,968,031 65.8%
Andrew L. Farkas(3).................................... 982,662 4.2%
James A. Aston(4)(5)................................... 108,000 0.5%
Frank M. Garrison(4)(5)................................ 105,400 0.5%
Ronald Uretta(4)(5)(6)................................. 105,300 0.5%
Warren Eckstein(7)..................................... 2,000 *
Ronald J. Consiglio(6)................................. 22,360 0.1%
Bryan L. Herrmann(7)................................... 8,898 *
Terry Considine........................................ -- *
Peter K. Kompaniez..................................... -- *
Patrick J. Foye........................................ -- *
Steven D. Ira.......................................... -- *
Thomas W. Toomey....................................... -- *
Harry G. Alcock........................................ -- *
All trustees and executive officers as a group (17
individuals)(8)...................................... 1,386,866 5.9%
</TABLE>

- -------------------------

* Indicates less than 0.1%.

(1) Assumes that all IPLP OP Units held by AIMCO Operating Partnership, are
acquired by IPT in exchange for IPT Common Shares.

(2) Includes IPT Common Shares held through subsidiaries of AIMCO.

(3) Includes 125,000 restricted IPT Common Shares owned by such person as well
as 807,262 IPT Common Shares owned by a partnership controlled by such
person.

(4) Includes certain IPT Common Shares owned by such individual's immediate
family.

(5) Includes 83,330 restricted IPT Common Shares owned by such person.

(6) Resigned from IPT Board as of October 1, 1998.

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(7) Includes 2,000 restricted IPT Common Shares owned by such person.

(8) Includes former executive officers, Messrs. Cohen, Jarrard, Falls, and
Vinson, and former IPT trustees, Messrs. Uretta and Consiglio, as well as
the current trustees and executive officers of IPT.

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DESCRIPTION OF COMMON STOCK OF AIMCO

GENERAL

AIMCO's Charter authorizes the issuance of up to 510,750,000 shares of
stock with a par value of $.01 per share, of which, as of November 30, 1998,
484,027,500 shares were classified as AIMCO Common Stock and 262,500 shares were
classified as Class B Common Stock (together with the AIMCO Common Stock, the
"Common Stock"). As of November 30, 1998, there were 48,132,460 shares of AIMCO
Common Stock and 162,500 shares of Class B Common Stock issued and outstanding.
See "-- Class B Common Stock." In addition, up to 150,000 shares of AIMCO Common
Stock have been reserved for issuance under AIMCO's 1994 Stock Option Plan, up
to 500,000 shares of AIMCO Common Stock have been reserved for issuance under
AIMCO's 1996 Stock Award and Incentive Plan, up to 500,000 shares of AIMCO
Common Stock have been reserved for issuance under AIMCO's Non-Qualified Stock
Option Plan, and up to 20,000,000 shares of AIMCO Common Stock has been reserved
under AIMCO's 1997 Stock Award and Incentive Plan. The AIMCO Common Stock is
traded on the NYSE under the symbol "AIV." BankBoston, N.A. serves as transfer
agent and registrar of the AIMCO Common Stock. As of November 30, 1998, AIMCO's
Charter authorized 750,000 shares of Class B Preferred Stock, all of which were
issued and outstanding; 2,760,000 shares of Class C Preferred Stock, of which
2,400,000 shares were issued and outstanding; 4,600,000 shares of Class D
Preferred Stock, of which 4,200,000 shares were issued and outstanding;
10,000,000 shares of Class E Preferred Stock, of which up to 8,945,921 shares
are issuable as consideration in the IFG Merger; 4,050,000 shares of Class G
Preferred Stock, all of which shares were issued and outstanding; 2,300,000
shares of Class H Preferred Stock, of which 2,000,000 shares were issued and
outstanding; 2,000,000 shares of Class J Cumulative Convertible Preferred Stock,
par value $.01 per share of AIMCO ("Class J Preferred Stock") of which 1,250,000
shares were issued and outstanding, including 250,000 shares of Class J
Preferred Stock to the AIMCO Operating Partnership.

RESTRICTIONS ON TRANSFER

For AIMCO to qualify as a REIT under the Code, not more than 50% in value
of its outstanding stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable year and the shares of stock must be beneficially owned by 100
or more persons during at least 335 days of a taxable year of 12 months or
during a proportionate part of a shorter taxable year. Because the Board of
Directors of AIMCO believes that it is essential for AIMCO to continue to
qualify as a REIT and to provide additional protection for AIMCO's stockholders
in the event of certain transactions, the Board of Directors of AIMCO has
adopted, and the stockholders have approved, provisions of AIMCO's Charter
restricting the acquisition of shares of Common Stock.

Subject to certain exceptions specified in AIMCO's Charter, no holder may
own, or be deemed to own by virtue of various attribution and constructive
ownership provisions of the Code and Rule 13d-3 under the Exchange Act, more
than 8.7% (or 15% in the case of certain pension trusts described in the Code,
investment companies registered under the Investment Company Act of 1940 and Mr.
Considine) of the outstanding shares of

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Common Stock ("Ownership Limit"). For purposes of calculating the amount of
stock owned by a given individual, the individual's Common Stock and OP Units
are aggregated. The Board of Directors of AIMCO may waive the Ownership Limit if
evidence satisfactory to the Board of Directors of AIMCO and AIMCO's tax counsel
is presented that such ownership will not then or in the future jeopardize
AIMCO's status as a REIT. However, in no event may such holder's, direct or
indirect, ownership of Common Stock exceed 9.8% of the total outstanding shares
of Common Stock. As a condition of such waiver, the Board of Directors of AIMCO
may require opinions of counsel satisfactory to it and/or an undertaking from
the applicant with respect to preserving the REIT status of AIMCO. The foregoing
restrictions on transferability and ownership will not apply if the Board of
Directors of AIMCO determines that it is no longer in the best interests of
AIMCO to attempt to qualify, or to continue to qualify as a REIT and a
resolution terminating AIMCO's status as a REIT and amending AIMCO's Charter to
remove the foregoing restrictions is duly adopted by the Board of Directors of
AIMCO and a majority of AIMCO's stockholders. If shares of Common Stock in
excess of the Ownership Limit, or shares of Common Stock which would cause the
REIT to be beneficially owned by fewer than 100 persons, or which would result
in AIMCO being "closely held," within the meaning of Section 856(h) of the Code,
or which would otherwise result in AIMCO failing to qualify as a REIT, are
issued or transferred to any person, such issuance or transfer shall be null and
void to the intended transferee, and the intended transferee would acquire no
rights to the stock. Shares of Common Stock transferred in excess of the
Ownership Limit or other applicable limitations will automatically be
transferred to a trust for the exclusive benefit of one or more qualifying
charitable organizations to be designated by AIMCO. Shares transferred to such
trust will remain outstanding, and the trustee of the trust will have all voting
and dividend rights pertaining to such shares. The trustee of such trust may
transfer such shares to a person whose ownership of such shares does not violate
the Ownership Limit or other applicable limitation. Upon a sale of such shares
by the trustee, the interest of the charitable beneficiary will terminate, and
the sales proceeds would be paid, first, to the original intended transferee, to
the extent of the lesser of (a) such transferee's original purchase price (or
the original market value of such shares if purportedly acquired by gift or
devise) and (b) the price received by the trustee, and, second, any remainder to
the charitable beneficiary. In addition, shares of Common Stock held in such
trust are purchasable by AIMCO for a 90-day period at a price equal to the
lesser of the price paid for the Common Stock by the original intended
transferee (or the original market value of such shares if purportedly acquired
by gift or devise) and the market price for the Common Stock on the date that
AIMCO determines to purchase the stock. The 90-day period commences on the date
of the violative transfer or the date that the Board of Directors of AIMCO
determines in good faith that a violative transfer has occurred, whichever is
later. All certificates representing shares of Common Stock, including the
shares offered hereby, bear a legend referring to the restrictions described
above.

All persons who own, directly or by virtue of the attribution provisions of
the Code and Rule 13d-3 under the Exchange Act, more than a specified percentage
of the outstanding shares of Common Stock must file a written statement or an
affidavit with AIMCO containing the information specified in AIMCO's Charter
within 30 days after January 1 of each year. In addition, each stockholder shall
upon demand be required to disclose to AIMCO in writing such information with
respect to the direct, indirect and constructive ownership of shares as the
Board of Directors of AIMCO deems necessary to

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comply with the provisions of the Code applicable to a REIT or to comply with
the requirements of any taxing authority or governmental agency.

The ownership limitations may have the effect of precluding acquisition of
control of AIMCO by a third party unless the Board of Directors of AIMCO
determines that maintenance of REIT status is no longer in the best interests of
AIMCO.

BUSINESS COMBINATIONS

Under the MGCL, certain "business combinations" (including a merger,
consolidation, share exchange or, in certain circumstances, an asset transfer or
issuance or reclassification of equity securities) between a Maryland
corporation and any person who beneficially owns 10% or more of the voting power
of the corporation's shares or an affiliate or associate (as defined in the
MGCL) of the corporation who, at any time within the two-year period prior to
the date in question, was the beneficial owner of 10% or more of the voting
power of the then-outstanding voting stock of the corporation (an "Interested
Stockholder") or an affiliate thereof are prohibited for five years after the
most recent date on which the Interested Stockholder became an Interested
Stockholder. Thereafter, any such business combination must be recommended by
the board of directors of the corporation and approved by the affirmative vote
of at least (a) 80% of the votes entitled to be cast by holders of outstanding
voting shares of the corporation, voting together as a single voting group, and
(b) two-thirds of the votes entitled to be cast by holders of outstanding voting
shares of the corporation other than shares held by the Interested Stockholder
or an affiliate or associate of the Interested Stockholder with whom the
business combination is to be effected, unless, among other conditions, the
corporation's stockholders receive a minimum price (as defined in the MGCL) for
their shares and the consideration is received in cash or in the same form as
previously paid by the Interested Stockholder for its shares. The business
combination statute could have the effect of discouraging offers to acquire
AIMCO and of increasing the difficulty of consummating any such offer. These
provisions of the MGCL do not apply, however, to business combinations that are
approved or exempted by the board of directors of the corporation prior to the
time that the Interested Stockholder becomes an Interested Stockholder.

CONTROL SHARE ACQUISITIONS

The MGCL provides that "control shares" of a Maryland corporation acquired
in a "control share acquisition" have no voting rights except to the extent
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares of stock owned by the acquiror or by officers or directors who
are employees of the corporation. "Control shares" are voting shares of stock
that, if aggregated with all other shares of stock previously acquired by that
person, or in respect of which that person is able to exercise or direct the
exercise of voting power (except solely by virtue of a revocable proxy) would
entitle the acquiror to exercise voting power in electing directors within one
of the following ranges of voting power: (i) one-fifth or more but less than
one-third, (ii) one-third or more but less than a majority or (iii) a majority
or more of all voting power. Control shares do not include shares the acquiring
person is then entitled to vote as a result of having previously obtained
stockholder approval.

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A "control share acquisition" means the acquisition of control shares,
subject to certain exceptions. A person who has made or proposes to make a
control share acquisition, upon satisfaction of certain conditions (including an
undertaking to pay expenses), may compel the corporation's board of directors to
call a special meeting of stockholders, to be held within 50 days of demand, to
consider the voting rights of the shares. If no request for a meeting is made,
the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person
does not deliver an "acquiring person statement" as required by the statute,
then, subject to certain conditions and limitations, the corporation may redeem
any or all of the control shares (except those for which voting rights have
previously been approved) for fair value determined, without regard to the
absence of voting rights, as of the date of the last control share acquisition
by the acquiror or of any meeting of stockholders at which the voting rights of
such shares were considered and not approved. If voting rights for control
shares are approved at a stockholders meeting and the acquiror becomes entitled
to vote a majority of the shares entitled to vote, all other stockholders may
exercise appraisal rights. The fair value of the shares as determined for
purposes of the appraisal rights may not be less than the highest price per
share paid in the control share acquisition, and certain limitations and
restrictions otherwise applicable to the exercise of dissenters' rights do not
apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares acquired in
a merger, consolidation or share exchange if the corporation is a party to the
transaction, or to acquisitions approved or exempted by the corporation's
charter or bylaws prior to the control share acquisition. No such exemption
appears in AIMCO's Charter or in AIMCO's bylaws. The control share acquisition
statute could have the effect of discouraging offers to acquire AIMCO and of
increasing the difficulty of consummating any such offer.

AIMCO COMMON STOCK

Holders of the AIMCO Common Stock are entitled to receive dividends, when
and as authorized by the Board of Directors of AIMCO, out of funds legally
available therefor. The holders of shares of AIMCO Common Stock, upon any
liquidation, dissolution or winding-up of AIMCO, are entitled to receive ratably
any assets remaining after payment in full of all liabilities of AIMCO and the
liquidation preferences of preferred stock. The shares of AIMCO Common Stock
possess ordinary voting rights for the election of directors and in respect of
other corporate matters, each share entitling the holder thereof to one vote.
Holders of shares of AIMCO Common Stock do not have cumulative voting rights in
the election of directors. Holders of shares of AIMCO Common Stock do not have
preemptive rights, which means they have no right to acquire any additional
shares of AIMCO Common Stock that may be issued by AIMCO at a subsequent date.

CLASS B COMMON STOCK

In connection with the initial formation of AIMCO, Terry Considine, Peter
Kompaniez, Steven Ira and Robert P. Lacy (a former officer of AIMCO) acquired an
aggregate of 650,000 shares of beneficial interest, par value $.01 per share of
Class B

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Common Stock of AIMCO ("Class B Common Stock"). AIMCO's Charter, which initially
authorized 750,000 shares of Class B Common Stock, was amended in June 1998 to
authorize 262,500 shares of Class B Common Stock, of which 162,500 shares are
issued and outstanding. The Class B Common Stock does not have voting or
dividend rights and, unless converted into shares of AIMCO Common Stock, as
described below, is subject to repurchase by AIMCO as described below. As of
December 31 of each of the years 1994 through 1998 (each, a "Year-End Testing
Date"), a number of the shares of Class B Common Stock outstanding as of such
date (the "Eligible Class B Shares") become eligible for automatic conversion
(subject to the Ownership Limit) into an equal number of shares of AIMCO Common
Stock (subject to adjustment upon the occurrence of certain events in respect of
the AIMCO Common Stock, including stock dividends, subdivisions, combinations
and reclassifications). Once Class B Common Stock has been converted into shares
of AIMCO Common Stock, holders of such shares of converted AIMCO Common Stock
will have voting and dividend rights of shares of AIMCO Common Stock generally.
Once converted or forfeited, the Class B Common Stock may not be reissued by
AIMCO.

The Eligible Class B Shares convert to shares of AIMCO Common Stock if (i)
AIMCO's Funds from Operations Per Share (as defined below) reaches certain
annual and cumulative growth targets and (ii) the average market price for a
share of AIMCO Common Stock for a 90 calendar day period beginning on any day on
or after the October 1 immediately preceding the relevant Year-End Testing Date
equals or exceeds a specified target price. "Funds from Operations Per Share" or
"FFO Per Share" means, for any period, (i) net income (loss), computed in
accordance with GAAP excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures, less any preferred stock
dividend payments, divided by (ii) the sum of (a) the number of shares of AIMCO
Common Stock outstanding on the last day of such period (excluding any shares of
AIMCO Common Stock into which shares of the Class B Common Stock shall have been
converted as a result of the conversion of shares of the Class B Common Stock on
the last day of such period) and (b) the number of shares of AIMCO Common Stock
issuable to acquire units of limited partnership that (x) may be tendered for
redemption in any limited partnership in which AIMCO serves as general partner
and (y) are outstanding on the last day of such period.

Set forth below for each of the remaining Year-End Testing Dates is (i) the
number of shares of Class B Common Stock that become Eligible Class B Shares as
of such date, (ii) the annual FFO Per Share growth target (as a percentage
increase in FFO Per Share from the prior year), (iii) the cumulative FFO Per
Share growth target (in FFO Per Share) and (iv) the average market price target:

<TABLE>
<CAPTION>
ANNUAL FFO
ELIGIBLE PER SHARE CUMULATIVE
CLASS B GROWTH SHARE PER AVERAGE MARKET
YEAR-END TESTING DATE SHARES(1) TARGET GROWTH TARGET PRICE TARGET
--------------------- --------- ---------- ------------- --------------
<S> <C> <C> <C> <C>
December 31, 1998........... 162,500 8.5% $2.760 $26.373
</TABLE>

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- -------------------------

(1) Assumes that only the shares of Class B Common Stock outstanding as of
December 31, 1997 remain outstanding until converted into shares of AIMCO
Common Stock.

Any Class B Common Stock that has not been converted into shares of AIMCO
Common Stock following December 31, 1998 will be subject to repurchase by AIMCO
at a price of $0.10 per share. Class B Common Stock is also subject to automatic
conversion upon the occurrence of certain events, including a change of control
(as defined in AIMCO's Charter). The Board of Directors of AIMCO may increase
the number of shares which are eligible for conversion as of any Year-End
Testing Date and may, under certain circumstances, accelerate the conversion of
outstanding Class B Common Stock at such time and in such amount as it may
determine appropriate.

All of the 65,000 shares of Class B Common Stock eligible for conversion as
of the December 31, 1994 Year-End Testing Date, all of the 130,000 shares of
Class B Common Stock eligible for conversion as of the December 31, 1995
Year-End Testing Date, all of the 130,000 shares of Class B Common Stock
eligible for conversion as of December 31, 1996 and all of the 162,500 shares of
Class B Common Stock eligible for conversion as of December 31, 1997, have been
converted into shares of AIMCO Common Stock.

As of November 30, the outstanding Class B Common Stock was held as
follows: 93,428 shares by Mr. Considine, 41,438 shares by Mr. Kompaniez, 13,821
shares by Mr. Ira and 13,813 shares by Mr. Lacy.

DESCRIPTION OF PREFERRED STOCK OF AIMCO

GENERAL

AIMCO may issue, from time to time, shares of one or more series or classes
of preferred stock. The following summary of certain provisions of the preferred
stock does not purport to be complete and is subject to, and is qualified in its
entirety by express reference to, the provisions of AIMCO's Charter relating to
a specific series of the preferred stock.

AIMCO's Charter authorizes the issuance of up to 510,750,000 shares of its
stock. As of November 30, 1998, in addition to 484,290,000 shares of Common
Stock, 750,000 shares were classified as Class B Preferred Stock, 2,760,000
shares were classified as Class C Preferred Stock, 4,600,000 shares were
classified as Class D Preferred Stock, 10,000,000 shares were classified as
Class E Preferred Stock, 4,050,000 shares were classified as Class G Preferred
Stock, 2,300,000 shares were classified as Class H Preferred Stock and 2,000,000
shares were classified as Class J Preferred Stock. Under AIMCO's Charter, the
Board of Directors of AIMCO has the authority to classify and reclassify any of
its unissued capital stock into shares of preferred stock by setting or changing
in any one or more respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such shares of stock including, but not limited to,
ownership restrictions consistent with the Ownership Limit with respect to each
series or class of capital stock, and the number of shares constituting each
series or class, and to increase or decrease the number of shares of any such
series or class, to the extent permitted by the MGCL.

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The Board of Directors of AIMCO is authorized to determine for each series
of preferred stock: (1) the designation of such shares and the number of shares
that constitute such series, (2) the dividend rate (or the method of calculation
thereof), if any, on the shares of such series and the priority as to payment of
dividends with respect to other classes or series of capital stock of AIMCO, (3)
the dividend periods (or the method of calculation thereof), (4) the voting
rights of the shares, (5) the liquidation preference and the priority as to
payment of such liquidation preference with respect to other classes or series
of capital stock of AIMCO and any other rights of the shares of such series upon
any liquidation or winding-up of AIMCO, (6) whether or not and on what terms the
shares of such series will be subject to redemption or repurchase at the option
of AIMCO, (7) whether and on what terms the shares of such series will be
convertible into or exchangeable for other debt or equity securities of AIMCO,
(8) whether the shares of such series of preferred stock will be listed on a
securities exchange, (9) any special Federal income tax considerations
applicable to such series, and (10) the other rights and privileges and any
qualifications, limitations or restrictions of such rights or privileges of such
series not inconsistent with AIMCO's Charter and the MGCL.

CLASS B PREFERRED STOCK

On August 4, 1997, AIMCO issued 750,000 shares of its Class B Preferred
Stock to an institutional investor (the "Preferred Share Investor") in a private
transaction. The Class B Preferred Stock (1) ranks prior to the Common Stock and
the Class E Preferred Stock with respect to dividends, liquidation, dissolution
and winding-up, and has an aggregate liquidation value of $75 million and (2)
ranks on parity with the Class C Preferred Stock, the Class D Preferred Stock,
the Class G Preferred Stock, the Class H Preferred Stock and the Class J
Preferred Stock. Holders of the Class B Preferred Stock are entitled to receive,
when, as and if declared by the Board of Directors of AIMCO, quarterly cash
dividends per share equal to the greater of (a) $1.78125 (the "Base Rate") and
(b) the cash dividends declared on the number of shares of AIMCO Common Stock
into which one share of Class B Preferred Stock is convertible. Each share of
Class B Preferred Stock may be converted, at the option of the holder, into
3.28407 shares of AIMCO Common Stock, subject to certain anti-dilution
adjustments. AIMCO may redeem any or all of the Class B Preferred Stock on or
after August 4, 2002, at a redemption price of $100 per share, plus unpaid
dividends accrued on the shares redeemed.

Holders of Class B Preferred Stock, voting as a class with the holders of
all AIMCO stock that ranks on a parity with the Class B Preferred Stock with
respect to the payment of dividends or upon liquidation, dissolution, winding-up
or otherwise ("Class B Parity Stock"), will be entitled to elect (1) two
directors of AIMCO if six quarterly dividends (regardless of whether
consecutive) on the Class B Preferred Stock or any Class B Parity Stock are in
arrears, and (2) one director of AIMCO if for two consecutive quarterly dividend
periods AIMCO fails to pay at least $0.4625 in dividends on the AIMCO Common
Stock. The affirmative vote of the holders of two-thirds of the outstanding
shares of Class B Preferred Stock will be required to amend AIMCO's Charter in
any manner that would adversely affect the rights of the holders of Class B
Preferred Stock and to approve the issuance of any stock that ranks senior to
the Class B Preferred Stock with respect to payment of dividends or upon
liquidation, dissolution, winding-up or otherwise. If the IRS were to make a
final determination that AIMCO does not qualify as a REIT in

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accordance with Sections 856 through 860 of the Code, the Base Rate for the
quarterly cash dividends on the Class B Preferred Stock would increase to
$3.03125 per share.

Holders of Class B Preferred Stock shall be entitled to receive a
liquidation preference of $100 per share, plus an amount equal to all
accumulated, accrued and unpaid dividends to the date of the final distribution
to such holders, but such holders shall not be entitled to any further payment.
If proceeds available for distribution shall be insufficient to pay the
preference described above and any liquidating payments on any other shares of
any class or series of Class B Parity Stock, then such proceeds shall be
distributed among the holders of Class B Preferred Stock and any such other
Class B Parity Stock ratably in the same proportion as the respective amounts
that would be payable on such Class B Preferred Stock and any such other Class B
Parity Stock if all amounts payable thereon were paid in full.

The agreement pursuant to which AIMCO issued the Class B Preferred Stock
(the "Preferred Share Purchase Agreement") provides that each preferred share
investor may require AIMCO to repurchase such investor's Class B Preferred Stock
in whole or in part at a price of 105% of the liquidation preference thereof,
plus accrued and unpaid dividends on the purchased shares, if (1) AIMCO shall
fail to continue to be taxed as a REIT pursuant to Sections 856 through 860 of
the Code, or (2) upon the occurrence of a change of control (as defined in the
Preferred Share Purchase Agreement). The Preferred Share Purchase Agreement also
provides that, so long as the preferred share investor owns Class B Preferred
Stock with an aggregate liquidation preference of at least $18.75 million,
neither AIMCO, the AIMCO Operating Partnership nor any subsidiary of AIMCO may
issue preferred securities or incur indebtedness for borrowed money if
immediately following such issuance and after giving effect thereto and the
application of the net proceeds therefrom, AIMCO's ratio of aggregate
consolidated earnings before interest, taxes, depreciation and amortization to
aggregate consolidated fixed charges for the four fiscal quarters immediately
preceding such issuance would be less than 1.5 to 1.

Subject to certain exceptions specified in the provisions of AIMCO's
Charter establishing the terms of the Class B Preferred Stock, no holder may
own, or be deemed to own by virtue of various attribution and constructive
ownership provisions of the Code and Rule 13d-3 under the Exchange Act, shares
of Class B Preferred Stock with a value in excess of the amount by which (1)
8.7% (or 15% in the case of certain pension trusts described in the Code,
investment companies registered under the Investment Company Act of 1940 and Mr.
Considine) of the aggregate value of all shares of stock of AIMCO exceeds (2)
the aggregate value of all shares of stock of AIMCO, other than Class B
Preferred Stock, that are owned by such holder (the "Class B Preferred Ownership
Limit"). The Board of Directors of AIMCO may waive such ownership limit if
evidence satisfactory to the Board of Directors of AIMCO and AIMCO's tax counsel
is presented that such ownership will not then or in the future jeopardize
AIMCO's status as a REIT. As a condition of such waiver, the Board of Directors
of AIMCO may require opinions of counsel satisfactory to it and/or an
undertaking from the applicant with respect to preserving the REIT status of
AIMCO. If shares of Class B Preferred Stock in excess of the Class B Preferred
Ownership Limit, or shares of Class B Preferred Stock which would result in
AIMCO being "closely held," within the meaning of Section 856(h) of the Code, or
which would otherwise result in AIMCO failing to qualify as a REIT, are issued
or transferred to any person, such issuance or transfer will be null and void to
the intended

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transferee, and the intended transferee would acquire no rights to the stock.
Shares of Class B Preferred Stock transferred in excess of the Class B Preferred
Ownership Limit or other applicable limitations will automatically be
transferred to a trust for the exclusive benefit of one or more qualifying
charitable organizations to be designated by AIMCO. Shares transferred to such
trust will remain outstanding, and the trustee of the trust will have all voting
and dividend rights pertaining to such shares. The trustee of such trust may
transfer such shares to a person whose ownership of such shares does not violate
the Class B Preferred Ownership Limit or other applicable limitation. Upon a
sale of such shares by the trustee, the interest of the charitable beneficiary
will terminate, and the sales proceeds would be paid, first, to the original
intended transferee, to the extent of the lesser of (1) such transferee's
original purchase price (or the original market value of such shares if
purportedly acquired by gift or devise) and (2) the price received by the
trustee, and, second, any remainder to the charitable beneficiary. In addition,
shares of stock held in such trust are purchasable by AIMCO for a 90-day period
at a price equal to the lesser of the price paid for the stock by the original
intended transferee (or the original market value of such shares if purportedly
acquired by gift or devise) and the market price for the stock on the date that
AIMCO determines to purchase the stock. The 90-day period commences on the date
of the violative transfer or the date that the Board of Directors of AIMCO
determines in good faith that a violative transfer has occurred, whichever is
later. All certificates representing shares of Class B Preferred Stock bear a
legend referring to the restrictions described above.

The affirmative vote of the holders of two thirds of the outstanding shares
of Class B Preferred Stock will be required to amend AIMCO's Charter in any
manner that would adversely affect the rights of the holders of Class B
Preferred Stock, and to approve the issuance of any stock that ranks senior to
the Class B Preferred Stock with respect to payment of dividends or upon
liquidation, dissolution, winding-up or otherwise.

CLASS C PREFERRED STOCK

On December 23, 1997, AIMCO issued 2,400,000 shares of its Class C
Preferred Stock in an underwritten public offering for net proceeds of
approximately $57.9 million. The Class C Preferred Stock (a) ranks prior to the
Common Stock, the Class E Preferred Stock and any other class or series of stock
of AIMCO if the holders of the Class C Preferred Stock are entitled to the
receipt of dividends and of amounts distributable upon liquidation, dissolution,
and winding-up in preference or priority to the holders of shares of such class
or series ("Class C Junior Stock"), (b) ranks on parity with the Class B
Preferred Stock, the Class D Preferred Stock, the Class G Preferred Stock, the
Class H Preferred Stock and Class J Preferred Stock, and with any other class or
series of stock of AIMCO if the holders of such class of stock or series and the
Class C Preferred Stock shall be entitled to the receipt of dividends and of
amounts distributable upon liquidation, dissolution or winding-up in proportion
to their respective amounts of accrued and unpaid dividends per share or
liquidation preferences, without preference or priority one over the other
("Class C Parity Stock") and (c) ranks junior to any class or series of stock of
AIMCO if the holders of such class or series shall be entitled to the receipt of
dividends or amounts distributable upon liquidation, dissolution or winding-up
in preference or priority to the holders of the Class C Preferred Stock ("Class
C Senior Stock").

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Holders of Class C Preferred Stock are entitled to receive cash dividends
at the rate of 9% per annum of the $25 liquidation preference (equivalent to
$2.25 per annum per share). Such dividends are cumulative from the date of
original issue, and are payable quarterly on or before January 15, April 15,
July 15 and October 15 of each year. Upon any liquidation, dissolution or
winding-up of AIMCO, before payment or distribution by AIMCO shall be made to or
set apart for the holders of any shares of Class C Junior Stock, the holders of
Class C Preferred Stock shall be entitled to receive a liquidation preference of
$25 per share (the "Class C Liquidation Preference"), plus an amount equal to
all accumulated, accrued and unpaid dividends to the date of final distribution
to such holders; but such holders shall not be entitled to any further payment.
If proceeds available for distribution shall be insufficient to pay the
preference described above and any liquidating payments on any other shares of
any class or series of Class C Parity Stock, then such proceeds shall be
distributed among the holders of Class C Preferred Stock and any such other
Class C Parity Stock ratably in the same proportion as the respective amounts
that would be payable on such Class C Preferred Stock and any such other Class C
Parity Stock if all amounts payable thereon were paid in full.

On and after December 23, 2002, AIMCO may redeem shares of Class C
Preferred Stock, in whole or in part, at a cash redemption price equal to 100%
of the Class C Liquidation Preference plus all accrued and unpaid dividends to
the date fixed for redemption. The Class C Preferred Stock has no stated
maturity and will not be subject to any sinking find or mandatory redemption
provisions.

Holders of shares of Class C Preferred Stock have no voting rights, except
that if distributions on Class C Preferred Stock or any series or class of Class
C Parity Stock shall be in arrears for six or more quarterly periods, the number
of directors constituting the Board of Directors of AIMCO shall be increased by
two and the holders of Class C Preferred Stock (voting together as a single
class with all other shares of Class C Parity Stock which are entitled to
similar voting rights) will be entitled to vote for the election of the two
additional directors of AIMCO at any annual meeting of stockholders or at a
special meeting of the holders of the Class C Preferred Stock called for such
purpose. The affirmative vote of the holders of two thirds of the outstanding
shares of Class C Preferred Stock will be required to amend AIMCO's Charter in
any manner that would adversely affect the rights of the holders of Class C
Preferred Stock, and to approve the issuance of any stock that ranks senior to
the Class C Preferred Stock with respect to payment of dividends or upon
liquidation, dissolution, winding-up or otherwise.

There are ownership restrictions applicable to the Class C Preferred Stock
that are similar to those for the Class B Preferred Stock.

CLASS D PREFERRED STOCK

On February 19, 1998, AIMCO issued 4,200,000 shares of its Class D
Preferred Stock, in an underwritten public offering, for net proceeds of
approximately $101.5 million. The Class D Preferred Stock (1) ranks prior to the
Common Stock, the Class E Preferred Stock, and any other class or series of
stock of AIMCO if the holders of the Class D Preferred Stock are to be entitled
to the receipt of dividends of or amounts distributable upon liquidation,
dissolution, and winding-up in preference or priority to the holders of shares
of such class or series ("Class D Junior Stock"), (2) ranks on parity with the
Class B Preferred Stock, the Class C Preferred Stock, the Class G Preferred
Stock, and

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the Class H Preferred Stock and the Class J Preferred Stock, and with any other
class or series of stock of AIMCO if the holders of such class of stock or
series and the Class D Preferred Stock shall be entitled to the receipt of
dividends and of amounts distributable upon liquidation, dissolution or
winding-up in proportion to their respective amounts of accrued and unpaid
dividends per share or liquidation preferences, without preference or priority
one over the other ("Class D Parity Stock") and (3) ranks junior to any class or
series of stock of AIMCO if the holders of such class or series shall be
entitled to the receipt of dividends or amounts distributable upon liquidation,
dissolution or winding-up in preference or priority to the holders of the Class
D Preferred Stock ("Class D Senior Stock").

Holders of Class D Preferred Stock are entitled to receive cash dividends
at the rate of 8 3/4% per annum of the $25 liquidation preference (equivalent to
$2.1875 per annum per share). Such dividends are cumulative from the date of
original issue, and are payable quarterly on or before January 15, April 15,
July 15 and October 15 of each year. Upon any liquidation, dissolution or
winding-up of AIMCO, before payment or distribution by AIMCO shall be made to or
set apart for the holders of any shares of Class D Junior Stock, the holders of
Class D Preferred Stock shall be entitled to receive a liquidation preference of
$25 per share (the "Class D Liquidation Preference"), plus an amount equal to
all accumulated, accrued and unpaid dividends to the date of final distribution
to such holders; but such holders shall not be entitled to any further payment.
If proceeds available for distribution shall be insufficient to pay the
preference described above and any liquidating payments on any other shares of
any class or series of Class D Parity Stock, then such proceeds shall be
distributed among the holders of Class D Preferred Stock and any such other
Class D Parity Stock ratably in the same proportion as the respective amounts
that would be payable on such Class D Preferred Stock and any such other Class D
Parity Stock if all amounts payable thereon were paid in full.

On and after February 19, 2003, AIMCO may redeem shares of Class D
Preferred Stock, in whole or in part, at a cash redemption price equal to 100%
of the Class D Liquidation Preference plus all accrued and unpaid dividends to
the date fixed for redemption. The Class D Preferred Stock has no stated
maturity and will not be subject to any sinking fund or mandatory redemption
provisions.

Holders of shares of Class D Preferred Stock have no voting rights, except
that if distributions on Class D Preferred Stock or any series or class of Class
D Parity Stock shall be in arrears for six or more quarterly periods, the number
of directors constituting the Board of Directors of AIMCO shall be increased by
two and the holders of Class D Preferred Stock (voting together as a single
class with all other shares of Class D Parity Stock which are entitled to
similar voting rights) will be entitled to vote for the election of the two
additional directors of AIMCO at any annual meeting of stockholders or at a
special meeting of the holders of the Class D Preferred Stock called for the
purpose. The affirmative vote of the holders of two-thirds of the outstanding
shares of Class D Preferred Stock will be required to amend AIMCO's Charter in
any manner that would adversely affect the rights of the holders of Class D
Preferred Stock, and to approve the issuance of any stock that ranks senior to
the Class D Preferred Stock with respect to payment of dividends or upon
liquidation, dissolution, winding-up or otherwise.

There are ownership restrictions applicable to the Class D Preferred Stock
that are similar to those for the Class B Preferred Stock.

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CLASS E PREFERRED STOCK

On October 1, 1998, IFG was merged into AIMCO. As merger consideration,
AIMCO became obligated to issue to former IFG stockholders up to 8,945,921
shares of Class E Preferred Stock. The Class E Preferred Stock (1) ranks prior
to Common Stock, and any other class or series of stock of AIMCO if holders of
the Class E Preferred Stock are to be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution, and winding-up in
preference or priority to the holders of shares of such class or series ("Class
E Junior Stock"), (2) ranks on a parity with any class or series of stock of
AIMCO if the holders of such class or series of stock and the Class E Preferred
Stock shall be entitled to the receipt of dividends and of amounts distributable
upon liquidation, dissolution or winding-up in proportion to their respective
amounts of accrued and unpaid dividends per share or liquidation preferences,
without preference or priority one over the other ("Class E Parity Stock") and
(3) ranks junior to the Class B Preferred Stock, the Class C Preferred Stock,
the Class D Preferred Stock, the Class G Preferred Stock, the Class H Preferred
Stock, the Class J Preferred Stock and any other class or series of stock of
AIMCO if the holders of such class or series shall be entitled to the receipt of
dividends or amounts distributable upon liquidation, dissolution or winding-up
in preference or priority to the holders of the Class E Preferred Stock ("Class
E Senior Stock").

On any date (each, a "Dividend Payment Date") on which cash dividends are
paid on the AIMCO Common Stock prior to the Class E Conversion Date (as defined
below), holders of Class E Preferred Stock are entitled to receive cash
dividends payable in an amount per share of Class E Preferred Stock equal to the
per share dividend payable on the shares of AIMCO Common Stock on such Dividend
Payment Date. Such dividends shall be cumulative from the date of original
issue, and shall be payable quarterly in arrears on the Dividend Payment Dates,
commencing on the first Dividend Payment Date after the date of original issue.
Upon any liquidation, dissolution or winding-up of AIMCO, before payment or
distribution by AIMCO shall be made to or set apart for the holders of any
shares of Class E Junior Stock, the holders of Class E Preferred Stock shall be
entitled to receive a liquidation preference of $1 per share plus the one time
dividend of $50 million, in cash (the "Special Dividend") if such dividend is
unpaid on the date of the final distribution to such holders (collectively, the
"Class E Liquidation Preference"), and thereafter each share of Class E
Preferred Stock shall have the same rights with respect to assets of AIMCO as
one share of AIMCO Common Stock.

On or after the twentieth anniversary of the Effective Time, AIMCO may
redeem shares of Class E Preferred Stock, in whole or in part, at a cash
redemption price equal to the sum of (1) the greater of (a) the Current Market
Price (as defined below) of the shares of AIMCO Common Stock on the date
specified for redemption by AIMCO in a notice sent to holders of Class E
Preferred Stock (the "Class E Call Date") or (b) the AIMCO Index Price, but
determined without giving effect to the limitation of $38.00 per share, plus (2)
all accrued and unpaid dividends to the Call Date. The Class E Preferred Stock
has no stated maturity and will not be subject to any sinking fund or mandatory
redemption provisions.

"Current Market Price" per share of AIMCO Common Stock on any date means
the average of the daily market prices of a share of AIMCO Common Stock for the
five consecutive trading days preceding such date. The market price for each
such day shall mean the last sale price, regular way, or, in case no such sale
takes place on such day, the

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average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the NYSE or, if the AIMCO Common
Stock is not listed or admitted to trading on the NYSE, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the AIMCO Common
Stock is listed or admitted to trading or, if the AIMCO Common Stock is not
listed or admitted to trading on any national securities exchange, the last
quoted price, or if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the NASDAQ Market System
or, if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if the AIMCO Common Stock is not quoted by
any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the AIMCO Common
Stock selected by the Board of Directors of AIMCO.

Holders of shares of Class E Preferred Stock are entitled to one-half of
one vote with respect to all matters in which holders of shares of AIMCO Common
Stock are entitled to vote thereon. In addition, if any portion of the Special
Dividend has yet to be declared and paid to the holders of Class E Preferred
Stock on January 15, 1999, or if distributions on Class E Preferred Stock or any
series or class of Class E Parity Stock shall be in arrears for six or more
quarterly periods, the number of directors constituting the Board of Directors
of AIMCO shall be increased by two and the holders of Class E Preferred Stock
(voting together as a single class with all other shares of Class E Parity Stock
which are entitled to similar voting rights) will be entitled to vote for the
election of such additional directors. Such right shall continue until full
cumulative dividends for all past dividend periods on all shares of preferred
stock, including any shares of Class E Preferred Stock, have been paid or
declared and set apart for payment.

On any date which the Special Dividend, or any portion thereof, is paid
(which may be declared by the Board of Directors of AIMCO in its sole
discretion), the holders of Class E Preferred Stock shall be entitled to receive
an amount per share of Class E Preferred Stock equal to the Special Dividend
divided by the Series E Conversion Ratio (as defined in the IFG Merger
Agreement). After January 15, 1999, if any portion of the Special Dividend or
any other dividend has yet to be declared and paid to the holders of Class E
Preferred Stock, no dividends may be declared or paid or set apart for payment
by AIMCO on the AIMCO Common Stock.

On the close of business on the day on which the Special Dividend (or any
remaining unpaid portion thereof) is paid to the holders of the Class E
Preferred Stock, each share of Class E Preferred Stock will be automatically
converted into one share of AIMCO Common Stock without any action on the part of
AIMCO or the holder of such share (the "Class E Conversion Date"). If AIMCO at
any time following the Effective Time pays a dividend or makes a distribution,
subdivides, combines, reclassifies, issues rights, options or warrants or makes
any other distribution in securities in relation to the then outstanding shares
of AIMCO Common Stock, then AIMCO will contemporaneously do the same with
respect to the Class E Preferred Stock.

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CLASS G PREFERRED STOCK

On July 15, 1998, AIMCO issued 4,050,000 shares of its Class G Preferred
Stock, in an underwritten public offering for net proceeds of approximately $98
million. The Class G Preferred Stock (1) ranks prior to the Common Stock, the
Class E Preferred Stock and any other class or series of stock of AIMCO, if the
holders of the Class G Preferred Stock are to be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution, and
winding-up in preference or priority to the holders of shares of such class or
series ("Class G Junior Stock"), (2) ranks on parity with the Class B Preferred
Stock, the Class C Preferred Stock, the Class D Preferred Stock, the Class H
Preferred Stock and Class J Preferred Stock and with any other class or series
of stock of AIMCO, if the holders of such class of stock or series and the Class
G Preferred Stock shall be entitled to the receipt of dividends and of amounts
distributable upon liquidation, dissolution or winding-up in proportion to their
respective amounts of accrued and unpaid dividends per share or liquidation
preferences, without preference or priority one over the other ("Class G Parity
Stock") and (3) ranks junior to any class or series of stock of AIMCO if the
holders of such class or series shall be entitled to the receipt of dividends or
amounts distributable upon liquidation, dissolution or winding-up in preference
or priority to the holders of the Class G Preferred Stock ("Class G Senior
Stock").

Holders of Class G Preferred Stock are entitled to receive cash dividends
at the rate of 9 3/8% per annum of the $25 liquidation preference (equivalent to
$2.34375 per annum per share). Such dividends are cumulative from the date of
original issue, and are payable quarterly on or before January 15, April 15,
July 15 and October 15 of each year. Upon any liquidation, dissolution or
winding-up of AIMCO, before payment or distribution by AIMCO shall be made to or
set apart for the holders of any shares of Class G Junior Stock, the holders of
Class G Preferred Stock shall be entitled to receive a liquidation preference of
$25 per share (the "Class G Liquidation Preference"), plus an amount equal to
all accumulated, accrued and unpaid dividends to the date of final distribution
to such holders; but such holders shall not be entitled to any further payment.
If proceeds available for distribution shall be insufficient to pay the
preference described above and any liquidating payments on any other shares of
any class or series of Class G Parity Stock, then such proceeds shall be
distributed among the holders of Class G Preferred Stock and any such other
Class G Parity Stock ratably in the same proportion as the respective amount
that would be payable on such Class G Preferred Stock and any such other Class G
Parity Stock if all amounts payable thereon were paid in full.

On and after July 15, 2008, AIMCO may redeem shares of Class G Preferred
Stock, in whole or in part, at a cash redemption price equal to 100% of the
Class G Liquidation Preference plus all accrued and unpaid dividends to the date
fixed for redemption. The Class G Preferred Stock has no stated maturity and
will not be subject to any sinking fund or mandatory redemption provisions.

Holders of shares of Class G Preferred Stock have no voting rights, except
that if distributions on Class G Preferred Stock or any series or class of Class
G Parity Stock shall be in arrears for six or more quarterly periods, the number
of directors constituting the Board of Directors of AIMCO shall be increased by
two and the holders of Class G Preferred Stock (voting together as a single
class with all other shares of Class G Parity Stock, which are entitled to
similar voting rights) will be entitled to vote for the election of the two
additional directors of AIMCO at any annual meeting of stockholders or at a

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special meeting of the holders of the Class G Preferred Stock called for the
purpose. The affirmative vote of the holders of two-thirds of the outstanding
shares of Class G Preferred Stock will be required to amend AIMCO's Charter in
any manner that would adversely affect the rights of the holders of Class G
Preferred Stock, and to approve the issuance of any stock that ranks senior to
the Class G Preferred Stock with respect to payment of dividends or upon
liquidation, dissolution, winding-up or otherwise.

There are ownership restrictions applicable to the Class G Preferred Stock
that are similar to those for the Class B Preferred Stock.

CLASS H PREFERRED STOCK

On August 11, 1998, AIMCO issued 2,000,000 shares of Class H Preferred
Stock, in an underwritten public offering for net proceeds of approximately
$48.1 million. The Class H Preferred Stock (1) ranks prior to the Common Stock,
the Class E Preferred Stock and any other class or series of stock of AIMCO if
the holders of the Class H Preferred Stock are to be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution, and
winding-up in preference or priority to the holders of shares of such class or
series ("Class H Junior Stock"), (2) ranks on parity with the Class B Preferred
Stock, the Class C Preferred Stock, the Class D Preferred Stock, the Class G
Preferred Stock, the Class J Preferred Stock and with any other class or series
of stock of AIMCO, if the holders of such class of stock or series and the Class
G Preferred Stock shall be entitled to the receipt of dividends and of amounts
distributable upon liquidation, dissolution or winding-up in proportion to their
respective amounts of accrued and unpaid dividends per share or liquidation
preferences, without preference or priority one over the other ("Class H Parity
Stock") and (3) ranks junior to any class or series of stock of AIMCO if the
holders of such class or series shall be entitled to the receipt of dividends or
amounts distributable upon liquidation, dissolution or winding-up in preference
or priority to the holders of the Class H Preferred Stock ("Class H Senior
Stock").

Holders of Class H Preferred Stock are entitled to receive cash dividends
at the rate of 9 1/2% per annum of the $25 liquidation preference (equivalent to
$2.375 per annum per share). Such dividends are cumulative from the date of
original issue, and are payable quarterly on or before January 15, April 15,
July 15 and October 15 of each year. Upon any liquidation, dissolution or
winding-up of AIMCO, before payment or distribution by AIMCO shall be made to or
set apart for the holders of any shares of Class H Junior Stock, the holders of
Class H Preferred Stock shall be entitled to receive a liquidation preference of
$25 per share (the "Class H Liquidation Preference"), plus an amount equal to
all accumulated, accrued and unpaid dividends to the date of final distribution
to such holders; but such holders shall not be entitled to any further payment.
If proceeds available for distribution shall be insufficient to pay the
preference described above and any liquidating payments on any other shares of
any class or series of Class H Parity Stock, then such proceeds shall be
distributed among the holders of Class H Preferred Stock and any such other
Class H Parity Stock ratably in the same proportion as the respective amount
that would be payable on such Class H Preferred Stock and any such other Class H
Parity Stock if all amounts payable thereon were paid in full.

On and after August 14, 2003, AIMCO may redeem shares of Class H Preferred
Stock, in whole or in part, at a cash redemption price equal to 100% of the
Class H Liquidation Preference plus all accrued and unpaid dividends to the date
fixed for

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redemption. The Class H Preferred Stock has no stated maturity and will not be
subject to any sinking fund or mandatory redemption provisions.

Holders of shares of Class H Preferred Stock have no voting rights, except
that if distributions on Class H Preferred Stock or any series or class of Class
H Parity Stock shall be in arrears for six or more quarterly periods, the number
of directors constituting the Board of Directors of AIMCO shall be increased by
two and the holders of Class H Preferred Stock (voting together as a single
class with all other shares of Class H Parity Stock, which are entitled to
similar voting rights) will be entitled to vote for the election of the two
additional directors of AIMCO at any annual meeting of stockholders or at a
special meeting of the holders of the Class H Preferred Stock called for the
purpose. The affirmative vote of the holders of two-thirds of the outstanding
shares of Class H Preferred Stock will be required to amend AIMCO's Charter in
any manner that would adversely affect the rights of the holders of Class H
Preferred Stock, and to approve the issuance of any capital stock that ranks
senior to the Class H Preferred Stock with respect to payment of dividends or
upon liquidation, dissolution, winding-up or otherwise.

There are ownership restrictions applicable to the Class H Preferred Stock
that are similar to those for the Class B Preferred Stock.

CLASS J PREFERRED STOCK

On November 6, 1998, AIMCO issued 1,250,000 shares of its Class J Preferred
Stock in a private transaction, including 250,000 shares of Class J Preferred
Stock to the AIMCO Operating Partnership. The Class J Preferred Stock (a) ranks
prior to the Common Stock and the Class E Preferred Stock with respect to
dividends, liquidation, dissolution and wind-ups, and has a liquidation value of
$100 per share and (b) ranks on parity with the Class B Preferred Stock, the
Class C Preferred Stock, the Class D Preferred Stock, the Class G Preferred
Stock and the Class H Preferred Stock ("Class J Preferred Parity"). Holders of
the Class J Preferred Stock are entitled to receive, when, as and if declared by
the Board of Directors of AIMCO, quarterly cash dividends per share equal to (i)
7% per annum of the liquidation preference thereof for the period beginning on
and including November 6, 1998 and lasting until November 15, 1998; (ii) 8% per
annum of the per share liquidation preference for the period beginning on and
including November 15, 1998 and lasting until November 15, 1999; (iii) 9% per
annum of the per share liquidation preference for the period beginning on and
including November 15, 1999 and lasting until November 15, 2000; and (iv) 9.5%
per annum of the per share liquidation preference thereafter. Such dividends
will be cumulative from November 6, 1998, whether or not in any quarterly
dividend period(s) such dividends will be declared or there will be funds
legally available for the payment of such dividends.

On or after November 6, 1998, each share of Class J Preferred Stock may be
converted at the option of the holder into 2.5 shares of AIMCO Common Stock
(subject to certain anti-dilution adjustments) (a) after November 6, 2002, if
the market price of the AIMCO Common Stock in the five most recent trading days
is equal to or greater than $40 or (b) at any time on or prior to November 6,
2002, if the internal rate of return associated with an outstanding share of
Class J Preferred Stock exceeds 12.5%.

Holders of Class J Preferred Stock, voting as a class with the holders of
all Class J Parity Stock, will be entitled to elect two directors of AIMCO if
six quarterly dividends

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(regardless of whether consecutive) on the Class J Preferred Stock or any Class
J Parity Stock are in arrears, whether or not earned or declared. The
affirmative vote of the holders of two-thirds of the outstanding shares of Class
J Preferred Stock will be required to amend AIMCO's Charter in any manner that
would adversely affect the rights of the holders of Class J Preferred Stock, and
to approve the issuance of any capital stock that ranks senior to the Class J
Preferred Stock with respect to payment of dividends or upon liquidation,
dissolution, winding up or otherwise.

Subject to certain exceptions specified in the provisions of AIMCO's
Charter establishing the terms of Class J Preferred Stock, no holder may own, or
be deemed to own by virtue of various attribution and constructive ownership
provisions of the Code and Rule 13d-3 under the Exchange Act, shares of Class J
Preferred Stock with a value in excess of the amount by which (i) 8.7% (or 15%
in the case of certain pension trusts described in the Code, investment
companies registered under the Investment Company Act of 1940 and Mr. Considine)
of the aggregate value of all shares of capital stock of AIMCO exceeds (ii) the
aggregate value of all shares of capital stock of AIMCO, other than Class J
Preferred Stock, that are owned by such holder (the "Class J Preferred Ownership
Limit"). The Board of Directors of AIMCO may waive such ownership limit if
evidence satisfactory to the Board of Directors of AIMCO and AIMCO's tax counsel
is presented that such ownership will not then or in the future jeopardize
AIMCO's counsel satisfactory to it and/or an undertaking from the applicant with
respect to preserving the REIT status of AIMCO.

If shares of Class J Preferred Stock in excess of the Class J Preferred
Ownership Limit, or shares of Class J Preferred Stock that would result in AIMCO
being "closely held," within the meaning of Section 856(h) of the Code, or that
would otherwise result in AIMCO failing to qualify as a REIT, are issued or
transferred to any person, (a) such issuance or transfer will be null and void
to the intended transferee, (b) the intended transferee would acquire no rights
to the shares of Class J Preferred Stock transferred in excess of the Class J
Preferred Ownership Limit or other applicable limitations and (c) such shares
will automatically be transferred to a trust for the exclusive benefit of one or
more qualifying charitable organizations to be designated by AIMCO. Shares
transferred to such trust will remain outstanding, and the trustee of the trust
will have all voting and dividend rights pertaining to such shares. The trustee
of such trust may transfer such shares to a person whose ownership of such
shares to a person whose ownership of such shares does not violate the Class J
Preferred Ownership Limit or other applicable limitations. Upon a sale of such
shares by the trustee, the interest of the charitable beneficiary will
terminate, and the sales proceeds would be paid first to the original intended
transferee, to the extent of the lesser of (i) such transferee's original
purchase price (or the original market value of such shares if purportedly
acquired by gift or devise) and (ii) the price received by the trustee. Any
remaining proceeds from such sale will be paid to the charitable beneficiary. In
addition, shares of the stock held in such trust are purchasable by AIMCO for a
90-day period commences on the date that AIMCO, or its designee, decides to
purchase the stock. The 90-day period commences on the date of the violative
transfer or the date that the Board of Directors of AIMCO determines in good
faith that a violative transfer has occurred, whichever is later. All
certificates representing shares of Class J Preferred Stock bear a legend
referring to the restrictions described above.

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FEDERAL INCOME TAXATION OF AIMCO AND
AIMCO STOCKHOLDERS

The following is a summary of the material Federal income tax consequences
resulting from the acquisition of, holding, exchanging, and otherwise disposing
of shares of AIMCO Common Stock. This summary is based upon the Code, the
Treasury Regulations, rulings issued by the Internal Revenue Service ("IRS"),
and judicial decisions, all in effect as of the date of this Information
Statement/Prospectus and all of which are subject to change, possibly
retroactively. This summary is also based on the assumptions that the operation
of AIMCO, the AIMCO Operating Partnership and the limited liability companies
and limited partnerships in which they own controlling interests (collectively,
the "Subsidiary Partnerships") will be in accordance with their respective
organizational documents and agreements. This summary is for general information
only and does not discuss all aspects of Federal income taxation which may be
important to a particular investor in light of its investment or tax
circumstances, or to certain types of investors subject to special tax rules
(including financial institutions, broker-dealers, insurance companies, and,
except to the extent discussed below, tax-exempt organizations and foreign
investors, as determined for Federal income tax purposes). This summary assumes
that investors will hold their shares of AIMCO Common Stock as "capital assets"
(generally, property held for investment). No advance ruling has been or will be
sought from the IRS regarding any matter discussed in this Information
Statement/Prospectus.

THE FEDERAL INCOME TAX TREATMENT OF HOLDERS OF SHARES OF AIMCO COMMON STOCK
DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF
COMPLEX PROVISIONS OF FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR
AUTHORITY MAY BE AVAILABLE. ACCORDINGLY, EACH PROSPECTIVE INVESTOR SHOULD
CONSULT ITS TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF ACQUIRING, HOLDING, EXCHANGING, OR OTHERWISE DISPOSING OF THE
SHARES OF AIMCO COMMON STOCK AND OF AIMCO'S ELECTION TO BE SUBJECT TO TAX, FOR
FEDERAL INCOME TAX PURPOSES, AS A REIT.

GENERAL

The REIT provisions of the Code are highly technical and complex. The
following summary sets forth certain aspects of the provisions of the Code that
govern the Federal income tax treatment of a REIT and its stockholders. This
summary is qualified in its entirety by the applicable Code provisions, Treasury
Regulations, and administrative and judicial interpretations thereof, all of
which are subject to change, possibly retroactively.

AIMCO has elected to be taxed as a REIT under the Code commencing with its
taxable year ending December 31, 1994, and AIMCO intends to continue such
election. Although AIMCO believes, and it has received an opinion of Skadden,
Arps, Slate, Meagher and Flom LLP ("Counsel") to the effect that, commencing
with the AIMCO's initial taxable year ended December 31, 1994, AIMCO was
organized in conformity with the requirements for qualification as a REIT under
the Code, and its actual method of operation has enabled, and its proposed
method of operation will enable, AIMCO to meet the requirements for
qualification and taxation as a REIT under the Code, no assurance can be given
that AIMCO has been or will remain so qualified. It must be emphasized that
Counsel's opinion is based and conditioned upon certain assumptions,
representations and covenants made by AIMCO as to factual matters (including
representations of AIMCO concerning its business and properties as set forth in
this Information Statement/

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Prospectus). In addition, Counsel's opinion assumes the qualification of IPT as
a REIT and relies upon the opinion of Akin, Gump, Straus, Hauer & Feld L.L.P. in
this regard. IPT's failure to qualify as a REIT would adversely affect AIMCO's
qualification as a REIT. Counsel's opinion is expressed as of its date and
Counsel has no obligation to advise AIMCO of any subsequent change in the
matters stated, represented or assumed or any subsequent change in the
applicable law. Moreover, AIMCO's qualification and taxation as a REIT depends
upon its ability to meet, through actual annual operating results, distribution
levels and diversity of stock ownership, the various qualification tests imposed
under the Code as discussed below, the results of which will not be reviewed by
Counsel. Accordingly, no assurance can be given that the actual results of
AIMCO's operation for any one taxable year will satisfy the requirements for
qualification and taxation as a REIT under the Code. See "-- Failure to
Qualify." An opinion of counsel is not binding on the IRS, and no assurance can
be given that the IRS will not challenge AIMCO's qualification as a REIT.

Provided AIMCO qualifies for taxation as a REIT, it will generally not be
subject to Federal corporate income tax on its net income that is currently
distributed to its stockholders. This treatment substantially eliminates the
"double taxation" (at the corporate and stockholder levels) that generally
results from an investment in a corporation. However, notwithstanding AIMCO's
qualification as a REIT, AIMCO will be subject to Federal income tax as follows:
First, AIMCO will be taxed at regular corporate rates on any undistributed REIT
taxable income, including undistributed net capital gains. Second, under certain
circumstances, AIMCO may be subject to the "alternative minimum tax" on its
items of tax preference. Third, if AIMCO has net income from "prohibited
transactions" (which are, in general, certain sales or other dispositions of
property held primarily for sale to customers in the ordinary course of business
other than foreclosure property), such income will be subject to a 100% tax.
Fourth, if AIMCO should fail to satisfy the 75% gross income test or the 95%
gross income test (as discussed below), but has nonetheless maintained its
qualification as a REIT because certain other requirements have been met, it
will be subject to a 100% tax on an amount equal to (1) the gross income
attributable to the greater of the amount by which AIMCO fails the 75% or 95%
test multiplied by (2) a fraction intended to reflect AIMCO's profitability.
Fifth, if AIMCO should fail to distribute during each calendar year at least the
sum of (1) 85% of its REIT ordinary income for such year, (2) 95% of its REIT
capital gain net income for such year (other than certain long-term capital
gains that AIMCO elects to retain and pay the tax thereon), and (3) any
undistributed taxable income from prior periods, AIMCO would be subjected to a
4% excise tax on the excess of such required distribution over the amounts
actually distributed. Sixth, if AIMCO acquires assets from a corporation that is
not a REIT in a transaction in which the adjusted tax basis of the assets in the
hands of AIMCO is determined by reference to the adjusted tax basis of such
assets in the hands of such corporation (such as the assets acquired from IFG in
the IFG Merger), under Treasury Regulations not yet promulgated, such
corporation would be required to recognize any net Built-In Gain (as defined
below) that would have been realized if the corporation had liquidated on the
day before the date of the transfer. Pursuant to IRS Notice 88-19, AIMCO may
elect, in lieu of the treatment described above, to be subject to tax at the
highest regular corporate tax rate to the extent of the excess, if any, of the
fair market value over the adjusted basis of such assets ("Built-in Gain")
during the ten-year period following the acquisition. AIMCO intends to make such
an election and, therefore, will be taxed at the highest regular corporate rate
on such Built-

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in Gain if, and to the extent, such assets are sold within the specified
ten-year period. It should be noted that AIMCO has acquired a significant amount
of assets with Built-in Gain and a taxable disposition by AIMCO of any of these
assets within ten years of their acquisition would subject AIMCO to tax under
the foregoing rule. Seventh, AIMCO could be subject to foreign taxes on its
investments and activities in foreign jurisdictions. In addition, AIMCO could
also be subject to tax in certain situations and on certain transactions not
presently contemplated.

REQUIREMENTS FOR QUALIFICATION

The Code defines a REIT as a corporation, trust or association (1) that is
managed by one or more trustees or directors; (2) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest; (3) which would be taxable as a domestic corporation, but
for the special Code provisions applicable to REITs; (4) that is neither a
financial institution nor an insurance company subject to certain provisions of
the Code; (5) the beneficial ownership of which is held by 100 or more persons;
(6) in which, during the last half of each taxable year, not more than 50% in
value of the outstanding stock is owned, directly or indirectly, by five or
fewer individuals (as defined in the Code to include certain entities); and (7)
which meets certain other tests described below (including with respect to the
nature of its income and assets). The Code provides that conditions (1) through
(4) must be met during the entire taxable year, and that condition (5) must be
met during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months. The AIMCO Charter
provides certain restrictions regarding transfers of its shares, which
provisions are intended to assist AIMCO in satisfying the share ownership
requirements described in conditions (5) and (6) above.

To monitor AIMCO's compliance with the share ownership requirements, AIMCO
is required to maintain records regarding the actual ownership of its shares. To
do so, AIMCO must demand written statements each year from the record holders of
certain percentages of its stock in which the record holders are to disclose the
actual owners of the shares (i.e., the persons required to include in gross
income AIMCO dividends). A list of persons failing or refusing to comply with
this demand must be maintained as part of AIMCO's records. Failure by AIMCO to
comply with the foregoing record keeping requirements could subject it to
monetary penalties, but would not, effective with respect to AIMCO's 1998 tax
year and thereafter, affect its qualification as a REIT. A stockholder who fails
or refuses to comply with the demand must submit a statement with its tax return
disclosing the actual ownership of the shares and certain other information.

In addition, a corporation may not elect to become a REIT unless its
taxable year is the calendar year. AIMCO satisfies this requirement.

Ownership of Partnership Interests

In the case of a REIT that is a partner in a partnership, the Treasury
Regulations provide that the REIT is deemed to own its proportionate share of
the partnership's assets and to earn its proportionate share of the
partnership's income. In addition, the assets and gross income of the
partnership retain the same character in the hands of the REIT for purposes of
the gross income and asset tests applicable to REITs as described below. Thus,

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AIMCO's proportionate share of the assets, liabilities and items of income of
the Subsidiary Partnerships) will be treated as assets, liabilities and items of
income of AIMCO for purposes of applying the REIT requirements described herein.
A summary of certain rules governing the Federal income taxation of partnerships
and their partners is provided below in "-- Tax Aspects of AIMCO's Investments
in Partnerships."

Income Tests

In order to maintain qualification as a REIT, AIMCO annually must satisfy
two gross income requirements. First, at least 75% of AIMCO's gross income
(excluding gross income from "prohibited transactions," for each taxable year
must be derived directly or indirectly from investments relating to real
property or mortgages on real property (including "rents from real property"
and, in certain circumstances, interest) or from certain types of temporary
investments. Second, at least 95% of AIMCO's gross income (excluding gross
income from prohibited transactions) for each taxable year must be derived from
such real property investments, and from dividends, interest and gain from the
sale or disposition of stock or securities (or from any combination of the
foregoing).

Rents received by AIMCO through the Subsidiary Partnerships will qualify as
"rents from real property" in satisfying the gross income requirements described
above, only if several conditions are met, including the following. If rent
attributable to personal property leased in connection with a lease of real
property is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to such personal property will not qualify as
"rents from real property." Moreover, for rents received to qualify as "rents
from real property," the REIT generally must not operate or manage the property
or furnish or render services to the tenants of such property, other than
through an "independent contractor" from which the REIT derives no revenue.
However, AIMCO (or its affiliates) is permitted to directly perform services
that are "usually or customarily rendered" in connection with the rental of
space for occupancy only and are not otherwise considered rendered to the
occupant of the property. In addition, AIMCO (or its affiliates) may provide
non-customary services to tenants of its properties without disqualifying all of
the rent from the property if the payment for such services does not exceed 1%
of the total gross income from the property. For purposes of this test, the
income received from such non-customary services is deemed to be at least 150%
of the direct cost of providing the services.

Certain subsidiaries of AIMCO that manage the Managed Properties
(collectively, the "Management Subsidiaries") receive management fees and other
income. A portion of such fees and other income accrue to AIMCO through
distributions from the Management Subsidiaries that will be classified as
dividend income to the extent of the earnings and profits of the Management
Subsidiaries. Such distributions will generally qualify under the 95% gross
income test but not under the 75% gross income test.

If AIMCO fails to satisfy one or both of the 75% or 95% gross income tests
for any taxable year, it may nevertheless qualify as a REIT for such year if it
is entitled to relief under certain provisions of the Code. These relief
provisions will be generally available if (i) AIMCO's failure to satisfy such
income tests was due to reasonable cause and not due to willful neglect, (ii)
AIMCO attaches a schedule of the sources of its income to its return, and (iii)
any incorrect information on the schedule was not due to fraud with intent to
evade tax. It is not possible, however, to state whether in all circumstances

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AIMCO would be entitled to the benefit of these relief provisions. If these
relief provisions are not available, AIMCO will not maintain its qualification
as a REIT. As discussed above in "-- General," even where these relief
provisions apply, a tax is imposed with respect to the excess net income.

Asset Tests

AIMCO, at the close of each quarter of its taxable year, must satisfy three
tests relating to the nature of its assets. First, at least 75% of the value of
AIMCO's total assets must be represented by real estate assets (including its
allocable share of real estate assets held by the Subsidiary Partnerships),
certain stock or debt instruments purchased by AIMCO with the proceeds of a
stock offering or long-term (at least 5 years) public debt offering of AIMCO,
cash, cash items and U.S. government securities. Second, not more than 25% of
AIMCO's total assets may be represented by securities other than those in the
75% asset class. Third, of the investments included in the 25% asset class, the
value of any one issuer's securities owned by AIMCO may not exceed 5% of the
value of AIMCO's total assets, and AIMCO may not own more than 10% of any one
issuer's outstanding voting securities.

AIMCO indirectly owns interests in the Management Subsidiaries. As set
forth above, the ownership of more than 10% of the voting securities of any one
issuer by a REIT or the investment of more than 5% of the REIT's total assets in
any one issuer's securities is prohibited by the asset tests. AIMCO believes
that its indirect ownership interests in the Management Subsidiaries qualify
under the asset tests set forth above. However, no independent appraisals have
been obtained to support AIMCO's conclusions as to the value of the AIMCO
Operating Partnership's total assets and the value of the AIMCO Operating
Partnership's interest in the Management Subsidiaries, and these values are
subject to change in the future. Accordingly, there can be no assurance that the
IRS will not contend that the AIMCO Operating Partnership's ownership interests
in the Management Subsidiaries disqualifies AIMCO from treatment as a REIT.

AIMCO's indirect interests in the AIMCO Operating Partnership and other
Subsidiary Partnerships are held through wholly owned corporate subsidiaries of
AIMCO organized and operated as "qualified REIT subsidiaries" within the meaning
of the Code. Qualified REIT subsidiaries are not treated as separate entities
from their parent REIT for Federal income tax purposes. Instead, all assets,
liabilities and items of income, deduction and credit of each qualified REIT
subsidiary are treated as assets, liabilities and items of AIMCO. Each qualified
REIT subsidiary therefore is not subject to Federal corporate income taxation,
although it may be subject to state or local taxation. In addition, AIMCO's
ownership of the voting stock of each qualified REIT subsidiary does not violate
the general restriction against ownership of more than 10% of the voting
securities of any issuer.

Annual Distribution Requirements

AIMCO, in order to qualify as a REIT, is required to distribute dividends
(other than capital gain dividends) to its stockholders in an amount at least
equal to (1) the sum of (i) 95% of AIMCO's "REIT taxable income" (computed
without regard to the dividends paid deduction and AIMCO's net capital gain) and
(ii) 95% of the net income (after

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tax), if any, from foreclosure property, minus (2) the sum of certain items of
noncash income. Such distributions must be paid in the taxable year to which
they relate, or in the following taxable year if declared before AIMCO timely
files its tax return for such year and if paid with or before the first regular
dividend payment after such declaration. To the extent that AIMCO distributes at
least 95%, but less than 100%, of its "REIT taxable income," as adjusted, it
will be subject to tax thereon at ordinary corporate tax rates. AIMCO may elect
to retain, rather than distribute, its net long-term capital gains and pay tax
on such gains. In such a case, AIMCO could elect to have its stockholders
include their proportionate share of such undistributed long-term capital gains
in income and receive a credit for their share of the tax paid by AIMCO. AIMCO's
stockholders would then increase the adjusted basis of their AIMCO shares by the
difference between the designated amounts included in their long-term capital
gains and the tax deemed paid with respect to their shares. If AIMCO should fail
to distribute during each calendar year at least the sum of (1) 85% of its REIT
ordinary income for such year and (2) 95% of its REIT capital gain net income
for such year (excluding retained long-term capital gains), and (3) any
undistributed taxable income from prior periods, AIMCO would be subject to a 4%
excise tax on the excess of such required distribution over the amounts actually
distributed. AIMCO believes that it has made, and intends to make, timely
distributions sufficient to satisfy these annual distribution requirements.

It is possible that AIMCO, from time to time, may not have sufficient cash
to meet the 95% distribution requirement due to timing differences between (x)
the actual receipt of cash (including receipt of distributions from the AIMCO
Operating Partnership) and (y) the inclusion of certain items in income by AIMCO
for Federal income tax purposes. In the event that such timing differences
occur, in order to meet the 95% distribution requirement, AIMCO may find it
necessary to arrange for short-term, or possibly long-term, borrowings or to pay
dividends in the form of taxable distributions of property.

Under certain circumstances, AIMCO may be able to rectify a failure to meet
the distribution requirement for a year by paying "deficiency dividends" to
stockholders in a later year, which may be included in AIMCO's deduction for
dividends paid for the earlier year. Thus, AIMCO may be able to avoid being
taxed on amounts distributed as deficiency dividends; however, AIMCO will be
required to pay interest and a penalty based on the amount of any deduction
taken for deficiency dividends.

Distribution of Acquired Earnings and Profits

The Code provides that when a REIT acquires a corporation that is not a
REIT (such as IFG or IPT, if IPT failed to qualify as a REIT), the REIT may
qualify as a REIT only if, as of the close of the year of acquisition, the REIT
has no "earnings and profits" acquired from such acquired corporation. In the
IFG Merger, AIMCO succeeded to the earnings and profits of IFG and, therefore,
AIMCO must distribute such earnings and profits effective on or before December
31, 1998. AIMCO retained independent certified public accountants to review the
determination of IFG's earnings and profits for purposes of this requirement.
The determination of the independent certified public accountants will be based
upon tax returns as filed with the IRS and other assumptions and qualifications
set forth in the reports issued by such accountants. Any adjustments to IFG's
income for taxable years ending on or before the closing of the IFG Merger,
including as a result of an examination of its returns by the IRS or the receipt
of certain

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indemnity or other payments, could affect the calculation of IFG's earnings and
profits. Furthermore, the determination of earnings and profits requires the
resolution of certain technical tax issues with respect to which there is no
authority directly on point and, consequently, the proper treatment of these
issues for earnings and profits purposes is not free from doubt. There can be no
assurance that the IRS will not examine the tax returns of IFG and propose
adjustments to increase its taxable income and therefore its earnings and
profits. In this regard, the IRS can consider all taxable years of IFG as open
for review for purposes of determining the amount of such earnings and profits.
AIMCO's failure to distribute an amount equal to such earnings and profits
effective on or before December 31, 1998, would result in AIMCO's failure to
qualify as a REIT.

FAILURE TO QUALIFY

If AIMCO fails to qualify for taxation as a REIT in any taxable year, and
the relief provisions do not apply, AIMCO will be subject to tax (including any
applicable alternative minimum tax) on its taxable income at regular corporate
rates. Distributions to stockholders in any year in which AIMCO fails to qualify
will not be deductible by AIMCO nor will they be required to be made. In such
event, to the extent of current and accumulated earnings and profits, all
distributions to stockholders will be taxable as ordinary income, and, subject
to certain limitations of the Code, corporate distributees may be eligible for
the dividends received deduction. Unless AIMCO is entitled to relief under
specific statutory provisions, AIMCO would also be disqualified from taxation as
a REIT for the four taxable years following the year during which qualification
was lost. It is not possible to state whether in all circumstances AIMCO would
be entitled to such statutory relief.

TAX ASPECTS OF AIMCO'S INVESTMENTS IN PARTNERSHIPS

General

Substantially all of AIMCO's investments are held indirectly through the
AIMCO Operating Partnership. In general, partnerships are "pass-through"
entities that are not subject to Federal income tax. Rather, partners are
allocated their proportionate shares of the items of income, gain, loss,
deduction and credit of a partnership, and are potentially subject to tax
thereon, without regard to whether the partners receive a distribution from the
partnership. AIMCO will include in its income its proportionate share of the
foregoing partnership items for purposes of the various REIT income tests and in
the computation of its REIT taxable income. Moreover, for purposes of the REIT
asset tests, AIMCO will include its proportionate share of assets held by the
Subsidiary Partnerships. See "Federal Income Taxation of AIMCO and AIMCO
Stockholders-General."

Entity Classification

AIMCO's direct and indirect investment in partnerships involves special tax
considerations, including the possibility of a challenge by the IRS of the
status of any of the Subsidiary Partnerships as a partnership (as opposed to an
association taxable as a corporation) for Federal income tax purposes. If any of
these entities were treated as an association for Federal income tax purposes,
it would be subject to an entity-level tax on its income. In such a situation,
the character of AIMCO's assets and items of gross

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income would change and could preclude AIMCO from satisfying the asset tests and
the income tests (see "-- Asset Tests" and "-- Income Tests"), and in turn could
prevent AIMCO from qualifying as a REIT. See "-- Failure to Qualify" above for a
discussion of the effect of AIMCO's failure to meet such tests for a taxable
year. In addition, any change in the status of any of the Subsidiary
Partnerships for tax purposes might be treated as a taxable event, in which case
AIMCO might incur a tax liability without any related cash distributions.

Tax Allocations with Respect to the Properties

Under the Code and the Treasury Regulations, income, gain, loss and
deduction attributable to appreciated or depreciated property that is
contributed to a partnership in exchange for an interest in the partnership must
be allocated in a manner such that the contributing partner is charged with, or
benefits from, respectively, the unrealized gain or unrealized loss associated
with the property at the time of the contribution. The amount of such unrealized
gain or unrealized loss is generally equal to the difference between the fair
market value of the contributed property at the time of contribution, and the
adjusted tax basis of such property at the time of contribution (a "Book-Tax
Difference"). Such allocations are solely for Federal income tax purposes and do
not affect the book capital accounts or other economic or legal arrangements
among the partners. The AIMCO Operating Partnership was formed by way of
contributions of appreciated property (including certain of the Owned
Properties). Consequently, allocations must be made in a manner consistent with
these requirements. Where a partner contributes cash to a partnership that holds
appreciated property, the Treasury Regulations provide for a similar allocation
of such items to the other partners. These rules apply to the contribution by
AIMCO to the AIMCO Operating Partnership of the cash proceeds received in any
offerings of its stock.

In general, certain OP unitholders in the AIMCO Operating Partnership will
be allocated lower amounts of depreciation deductions for tax purposes and
increased taxable income and gain on the sale by the AIMCO Operating Partnership
or other Subsidiary Partnerships of the contributed properties. This will tend
to eliminate the Book-Tax Difference over the life of these partnerships.
However, the special allocations do not always entirely rectify the Book-Tax
Difference on an annual basis or with respect to a specific taxable transaction
such as a sale. Thus, the carryover basis of the contributed properties in the
hands of the AIMCO Operating Partnership or other Subsidiary Partnerships may
cause AIMCO to be allocated lower depreciation and other deductions, and
possibly greater amounts of taxable income in the event of a sale of such
contributed assets in excess of the economic or book income allocated to it as a
result of such sale. This may cause AIMCO to recognize taxable income in excess
of cash proceeds, which might adversely affect AIMCO's ability to comply with
the REIT distribution requirements. See "-- Annual Distribution Requirements."

With respect to any property purchased or to be purchased by any of the
Subsidiary Partnerships (other than through the issuance of OP units) subsequent
to the formation of AIMCO, such property will initially have a tax basis equal
to its cost and the special allocation provisions described above will not
apply.

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Sale of the Properties

AIMCO's share of any gain realized by the AIMCO Operating Partnership or
any other Subsidiary Partnership on the sale of any property held as inventory
or primarily for sale to customers in the ordinary course of business will be
treated as income from a prohibited transaction that is subject to a 100%
penalty tax. See "-- Income Tests." Under existing law, whether property is held
as inventory or primarily for sale to customers in the ordinary course of a
partnership's trade or business is a question of fact that depends on all the
facts and circumstances with respect to the particular transaction. The AIMCO
Operating Partnership and the other Subsidiary Partnerships intend to hold the
Owned Properties for investment with a view to long-term appreciation, to engage
in the business of acquiring, developing, owning and operating the Owned
Properties and to make such occasional sales of the Owned Properties, including
peripheral land, as are consistent with AIMCO's investment objectives.

TAXATION OF MANAGEMENT SUBSIDIARIES

A portion of the amounts to be used to fund distributions to stockholders
is expected to come from distributions made by the Management Subsidiaries to
the AIMCO Operating Partnership, and interest paid by the Management
Subsidiaries on certain notes held by the AIMCO Operating Partnership. In
general, the Management Subsidiaries pay Federal, state and local income taxes
on their taxable income at regular corporate rates. Any Federal, state or local
income taxes that the Management Subsidiaries are required to pay will reduce
AIMCO's cash flow from operating activities and its ability to make payments to
holders of its securities.

TAXATION OF TAXABLE DOMESTIC STOCKHOLDERS

Distributions

Provided AIMCO qualifies as a REIT, distributions made to AIMCO's taxable
domestic stockholders out of current or accumulated earnings and profits (and
not designated as capital gain dividends) will be taken into account by them as
ordinary income and will not be eligible for the dividends received deduction
for corporations. Distributions (and retained long-term capital gains) that are
designated as capital gain dividends will be taxed as long-term capital gains
(to the extent that they do not exceed AIMCO's actual net capital gain for the
taxable year) without regard to the period for which the stockholder has held
its stock. However, corporate stockholders may be required to treat up to 20% of
certain capital gain dividends as ordinary income. In addition, net capital
gains attributable to the sale of depreciable real property held for more than
12 months are subject to a 25% maximum Federal income tax rate to the extent of
previously claimed real property depreciation.

Distributions in excess of current and accumulated earnings and profits
will not be taxable to a stockholder to the extent that they do not exceed the
adjusted basis of the stockholder's shares in respect of which the distributions
were made, but rather will reduce the adjusted basis of such shares. To the
extent that such distributions exceed the adjusted basis of a stockholder's
shares in respect of which the distributions were made, they will be included in
income as long-term capital gain (or short-term capital gain if the shares have
been held for one year or less) provided that the shares are a capital asset in
the hands of

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the stockholder. In addition, any dividend declared by AIMCO in October,
November or December of any year and payable to a stockholder of record on a
specified date in any such month will be treated as both paid by AIMCO and
received by the stockholder on December 31 of such year, provided that the
dividend is actually paid by AIMCO during January of the following calendar
year. Stockholders may not include in their individual income tax returns any
net operating losses or capital losses of AIMCO.

Dispositions of AIMCO Common Stock

In general, under the recently enacted Internal Revenue Service
Restructuring and Reform Act of 1998, capital gains recognized by individuals
and other non-corporate taxpayers upon the sale or disposition of shares of
AIMCO Common Stock will be subject to a maximum Federal income tax rate of 20%
if the shares of AIMCO Common Stock are held for more than 12 months and will be
taxed at ordinary income rates if the AIMCO Common Stock is held for 12 months
or less. Capital losses recognized by a stockholder upon the disposition of
shares of AIMCO Common Stock held for more than 12 months at the time of
disposition will be a long-term capital loss. In addition, any loss upon a sale
or exchange of shares of AIMCO Common Stock by a stockholder who has held such
shares for six months or less (after applying certain holding period rules) will
be treated as a long-term capital loss to the extent of distributions from AIMCO
required to be treated by such stockholder as long-term capital gain.

TAXATION OF FOREIGN STOCKHOLDERS

The following is a discussion of certain anticipated Federal income and
estate tax consequences of the ownership and disposition of shares of AIMCO
Common Stock applicable to Non-U.S. Holders of shares of AIMCO Common Stock. A
"Non-U.S. Holder" is any person other than (1) a citizen or resident of the
United States, (2) a corporation or partnership created or organized in the
United States or under the laws of the United States or of any state thereof or
the District of Columbia, (3) an estate whose income is includable in gross
income for U.S. Federal income tax purposes regardless of its source or (4) a
trust if a United States court is able to exercise primary supervision over the
administration of such trust and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust. This discussion is
based on current law and is for general information only. The discussion
addresses only certain and not all aspects of U.S. Federal income and estate
taxation.

Ordinary Dividends

The portion of dividends received by Non-U.S. Holders payable out of
AIMCO's earnings and profits which are not attributable to capital gains of
AIMCO and which are not effectively connected with a U.S. trade or business of
the Non-U.S. Holder will be subject to U.S. withholding tax at the rate of 30%
(unless reduced by treaty). In general, Non-U.S. Holders will not be considered
engaged in a U.S. trade or business solely as a result of their ownership of
shares of AIMCO Common Stock. In cases where the dividend income from a Non-U.S.
Holder's investment in shares of AIMCO Common Stock is (or is treated as)
effectively connected with the Non-U.S. Holder's conduct of a U.S. trade or
business, the Non-U.S. Holder generally will be subject to U.S. tax at graduated
rates, in the same manner as U.S. holders are taxed with respect to such

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dividends (and may also be subject to the 30% branch profits tax in the case of
a Non-U.S. Holder that is a corporation).

Non-Dividend Distributions

Unless shares of AIMCO Common Stock constitute a United States Real
Property Interest (a "USRPI"), distributions by AIMCO which are not dividends
out of the earnings and profits of AIMCO will not be subject to Federal income
or withholding tax. If it cannot be determined at the time a distribution is
made whether or not such distribution will be in excess of current and
accumulated earnings and profits, the distribution will be subject to
withholding at the rate applicable to dividends. However, the Non-U.S. Holder
may seek a refund of such amounts from the IRS if it is subsequently determined
that such distribution was, in fact, in excess of current and accumulated
earnings and profits of AIMCO. If shares of AIMCO Common Stock constitute a
USRPI, such distributions will be subject to 10% withholding and taxed pursuant
to the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") at a rate
of 35% to the extent such distributions exceed a stockholder's basis in his or
her shares of AIMCO Common Stock. See "-- Dispositions of AIMCO Common Stock."

Capital Gain Dividends

Under FIRPTA, a distribution made by AIMCO to a Non-U.S. Holder, to the
extent attributable to gains from dispositions of USRPIs such as the properties
beneficially owned by AIMCO ("USRPI Capital Gains"), will be considered
effectively connected with a U.S. trade or business of the Non-U.S. Holder and
subject to Federal income tax at the rates applicable to U.S. individuals or
corporations, without regard to whether such distribution is designated as a
capital gain dividend. In addition, AIMCO will be required to withhold tax equal
to 35% of the amount of dividends to the extent such dividends constitute USRPI
Capital Gains. Distributions subject to FIRPTA may also be subject to a 30%
branch profits tax in the hands of a Non-U.S. Holder that is a corporation.

Dispositions of AIMCO Common Stock

Unless shares of AIMCO Common Stock constitute a USRPI, a sale of such
stock by a Non-U.S. Holder generally will not be subject to Federal taxation
under FIRPTA. The stock will not constitute a USRPI if AIMCO is a "domestically
controlled REIT." A domestically controlled REIT is a REIT in which, at all
times during a specified testing period, less than 50% in value of its shares is
held directly or indirectly by Non-U.S. Holders. AIMCO believes that it is, and
it expects to continue to be, a domestically controlled REIT and, therefore, the
sale of shares of AIMCO Common Stock should not be subject to taxation under
FIRPTA. Because most shares of AIMCO Common Stock are publicly traded, however,
no assurance can be given that AIMCO is or will continue to be a domestically
controlled REIT.

If AIMCO does not constitute a domestically controlled REIT, a Non-U.S.
Holder's sale of stock generally will still not be subject to tax under FIRPTA
as a sale of a USRPI provided that (1) the stock is "regularly traded" (as
defined by applicable Treasury Regulations) on an established securities market
(e.g., the NYSE, on which the AIMCO

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Common Stock is listed) and (2) the selling Non-U.S. Holder held 5% or less of
AIMCO's outstanding stock at all times during a specified testing period.

If gain on the sale of stock of AIMCO were subject to taxation under
FIRPTA, the Non-U.S. Holder would be subject to the same treatment as a U.S.
holder with respect to such gain (subject to applicable alternative minimum tax
and a special alternative minimum tax in the case of nonresident alien
individuals) and the purchaser of the stock could be required to withhold 10% of
the purchase price and remit such amount to the IRS.

Gain from the sale of shares of AIMCO Common Stock that would not otherwise
be subject to FIRPTA will nonetheless be taxable in the United States to a
Non-U.S. Holder in two cases: (1) if the Non-U.S. Holder's investment in the
shares of AIMCO Common Stock is effectively connected with a U.S. trade or
business conducted by such Non-U.S. Holder, the Non-U.S. Holder will be subject
to the same treatment as a U.S. stockholder with respect to such gain, or (2) if
the Non-U.S. Holder is a nonresident alien individual who was present in the
United States for 183 days or more during the taxable year and has a "tax home"
in the United States, the nonresident alien individual will be subject to a 30%
tax on the individual's capital gain.

Estate Tax

Shares of AIMCO Common Stock owned or treated as owned by an individual who
is not a citizen or resident (as specially defined for Federal estate tax
purposes) of the United States at the time of death will be includable in the
individual's gross estate for Federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise. Such individual's estate may be subject to
Federal estate tax on the property includable in the estate for Federal estate
tax purposes.

TAXATION OF TAX-EXEMPT STOCKHOLDERS

Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts ("Exempt Organizations"),
generally are exempt from Federal income taxation. However, they are subject to
taxation on their unrelated business taxable income ("UBTI"). While certain
investments in real estate generate UBTI, the IRS has ruled that dividend
distributions from a REIT to an exempt employee pension trust do not constitute
UBTI, provided that the shares of the REIT are not otherwise used in an
unrelated trade or business of the exempt employee pension trust. Based on that
ruling, amounts distributed by AIMCO to Exempt Organizations should generally
not constitute UBTI. However, if an Exempt Organization finances its acquisition
of AIMCO stock with debt, a portion of its income from AIMCO will constitute
UBTI pursuant to the "debt-financed property" rules. Furthermore, social clubs,
voluntary employee benefit associations, supplemental unemployment benefit
trusts, and qualified group legal services plans that are exempt from taxation
under paragraphs (7), (9), (17) and (20), respectively, of section 501(c) of the
Code are subject to different UBTI rules, which generally will require them to
characterize distributions from AIMCO as UBTI. In addition, in certain
circumstances, a pension trust that owns more than 10% of AIMCO's stock is
required to treat a percentage of the dividends from AIMCO as UBTI (the "UBTI
Percentage"). The UBTI Percentage is the gross income derived by AIMCO from

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an unrelated trade or business (determined as if AIMCO were a pension trust)
divided by the gross income of AIMCO for the year in which the dividends are
paid. The UBTI rule applies to a pension trust holding more than 10% of AIMCO's
stock only if (1) the UBTI Percentage is at least 5%, (2) AIMCO qualifies as a
REIT by reason of the modification of the 5/50 Rule that allows the
beneficiaries of the pension trust to be treated as holding shares of AIMCO
stock in proportion to their actuarial interest in the pension trust, and (3)
either (A) one pension trust owns more than 25% of the value of shares of AIMCO
Common Stock or (B) a group of pension trusts each individually holding more
than 10% of the value of shares of AIMCO Common Stock collectively owns more
that 50% of the value of shares of AIMCO Common Stock. The restrictions on
ownership and transfer of shares of AIMCO Common Stock should prevent an Exempt
Organization from owning more than 10% of the value of AIMCO's Common Stock.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

AIMCO will report to its U.S. stockholders and to the IRS the amount of
distributions paid during each calendar year, and the amount of tax withheld, if
any. Under the backup withholding rules, a stockholder may be subject to backup
withholding at the rate of 31% with respect to distributions paid unless such
holder (1) is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact or (2) provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with the applicable requirements of the backup withholding
rules. A stockholder who does not provide AIMCO with such holder's correct
taxpayer identification number also may be subject to penalties imposed by the
IRS. Any amount paid as backup withholding will be creditable against the
stockholder's income tax liability. In addition, AIMCO may be required to
withhold a portion of capital gain distributions to any Non-U.S. Holders who
fail to certify their foreign status to AIMCO. The IRS has issued final Treasury
Regulations regarding the backup withholding rules as applied to Non-U.S.
Holders. These final Treasury Regulations alter the current system of backup
withholding compliance and will be effective for payments made after December
31, 1999. IPT shareholders should consult their tax advisors regarding the
application of these Treasury Regulations.

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COMPARATIVE RIGHTS OF SHAREHOLDERS OF AIMCO AND IPT

Upon consummation of the Merger, IPT shareholders will become stockholders
of AIMCO. Accordingly, the rights of IPT shareholders following the Merger will
be governed by the MGCL, the AIMCO Charter and the AIMCO Bylaws instead of the
real estate investment trust provisions of the MCAA, certain provisions of the
MGCL, the IPT Declaration and the IPT Bylaws.

The following is a summary of material differences between the rights and
privileges of IPT shareholders and those of holders of AIMCO Common Stock. This
summary is not meant to be relied upon as an exhaustive description of such
differences and is qualified in its entirety by reference to the AIMCO Charter,
the AIMCO Bylaws, the IPT Declaration, the IPT Bylaws, the MCAA and the MGCL.

AUTHORIZED SHARES

IPT

As of November 30, 1998, the authorized shares of IPT consist of
400,000,000 IPT Common Shares and 100,000,000 preferred shares of beneficial
interest, par value $.01 per share.

AIMCO

As of November 30, 1998, the authorized stock of AIMCO consists of
484,290,000 shares of common stock and 26,460,000 shares of preferred stock, par
value $.01 per share. A description of the authorized stock of AIMCO is set
forth under "Description of Common Stock of AIMCO" and "Description of Preferred
Stock of AIMCO."

BOARD OF TRUSTEES/DIRECTORS

IPT

Pursuant to the IPT Bylaws, there are 11 trustees of IPT. The IPT
Declaration divides the trustees of the IPT Board into 3 staggered classes. The
trustees hold office for a term of 3 years. With respect to the election or
removal of trustees, holders of IPT Common Shares are entitled to one vote per
share. No other classes or series of shares of beneficial interest are
outstanding which are entitled to vote on the election or removal of trustees.

The IPT Bylaws provide for two designations of IPT trustees, a "Continuing
Trustee" and an "AIMCO-nominated Trustee," each authorized and empowered with
certain rights and duties. The IPT Bylaws provide that a majority of the
Continuing Trustees must approve the following IPT actions:

(1) any amendments to the Merger Agreement;

(2) terminating the Merger Agreement due to a offer that the Continuing Trustees
determine is superior under the terms of the Merger Agreement.

(3) the enforcement of any employment, consulting, retention or restricted share
agreements with employes of or consultants to IPT that are in effect on October
1, 1998;

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(4) any amendments to the IPLP Partnership Agreement;

(5) any amendments to the IPT Declaration or IPT Bylaws (other than in
connection with additional exemptions from the Maryland control share
acquisition statute);

(6) making loans or advances of money by IPT or its subsidiaries to AIMCO or its
subsidiaries; and

(7) declaration of dividends in respect of IPT Common Shares.

The Continuing Trustees may retain their own legal, financial and other
advisors as they deem appropriate at IPT's expense. All rights granted to the
Continuing Trustees under the IPT Bylaws terminate upon the earlier of January
1, 2002 and the date the Merger Agreement is terminated by IPT due to an
anticipatory breach by AIMCO.

AIMCO

The AIMCO Charter and the AIMCO Bylaws provide that AIMCO shall have at
least 3 and not more than 9 directors, with the precise number to be fixed by,
or in accordance with, the AIMCO Bylaws. Directors of the Board of Directors of
AIMCO are not classified into classes and hold office for a term of one year.
With respect to the election or removal of directors, holders of AIMCO Common
Stock are entitled to one vote per share of AIMCO Common Stock, and holders of
Class E Preferred Stock are entitled to one-half of one vote per share of Class
E Preferred Stock. No holders of other classes or series of AIMCO stock are
entitled to vote on the election or removal of directors, subject to certain
limited exceptions.

COMMITTEES OF THE BOARD

IPT

Pursuant to the IPT Declaration and IPT Bylaws, the IPT Board may designate
committees of the IPT Board. The IPT Bylaws require that two standing
committees, the Executive Committee and the AIMCO Committee, be maintained until
January 1, 2002. The Executive Committee consists of four of the AIMCO-nominated
Trustees and any vacancies on such committee may be filled only with the
approval of a majority of the AIMCO-nominated Trustees. The current members of
the Executive Committee are Terry Considine, Patrick Foye, Peter Kompaniez and
Thomas Toomey. Subject to the IPT Declaration provision that no committee shall
have the power (i) to authorize dividends, (ii) to issue shares except pursuant
to a general authorization of the entire board on any stock option or similar
plan adopted by the IPT Board, (iii) recommend any action to the IPT
shareholders or (iv) amend the IPT Bylaws, the Executive Committee is authorized
to act on all matters regarding the management of IPT, unless certain matters
are reserved to other committees or trustees.

The AIMCO Committee consists of all of the AIMCO-nominated Trustees and any
vacancies on such committee may be filled only with the approval of a majority
of the AIMCO-nominated Trustees. The AIMCO Committee is authorized and required
to act on all matters regarding IPT relating to (i) all transactions between IPT
or its subsidiaries and AIMCO and its subsidiaries other than those actions that
may only be taken with the approval of the Continuing Trustees, (ii) any offer
by AIMCO or its affiliates to purchase

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limited partner interests in limited partnerships controlled or affiliated with
IPT or Winthrop Financial Associates, A Limited Partnership and (iii) any public
announcement or filing with a governmental authority.

In addition, the IPT Board currently has an audit committee and a
compensation committee.

AIMCO

Pursuant to the AIMCO Bylaws, the Board of Directors of AIMCO may appoint
from among its members committees of the Board of Directors of AIMCO. The Board
of Directors of AIMCO currently has an executive committee, an audit committee
and a compensation committee.

CUMULATIVE VOTING

Neither IPT nor AIMCO uses cumulative voting in the election of trustees or
directors.

NEWLY CREATED POSITIONS OR VACANCIES

IPT

The IPT Declaration provides that any vacancy on the Board of Trustees,
whether resulting from resignation, removal, termination or death or as a result
of an increase in the number of trustees, may be filled by a majority of the
trustees of the same class as the vacant trustee then in office, by the sole
remaining trustee of the same class or, if there are not remaining trustees of
that class, by the vote of a majority of the remaining trustees. In the event
that, at any time, a Continuing Trustee ceases to be a trustee for any reason
(including removal for cause), the vacancy created thereby shall be filled in
accordance with the IPT Declaration but only with an individual nominated and
approved by a majority of the Continuing Trustees. In the event that an
AIMCO-nominated Trustee shall cease to be a trustee for any reason (including
removal for cause), except one whose seat is vacated by acceptance of his or her
resignation, the vacancy created thereby shall be filled in accordance with the
IPT Declaration but only with an individual nominated and approved by the
remaining AIMCO-nominated Trustees.

AIMCO

The AIMCO Charter provides that a majority of the remaining directors, even
if less than a quorum or, if applicable, a sole remaining director, may appoint
a director to fill a vacancy which results from any cause except an increase in
the number of directors, and a majority of the entire board may fill a vacancy
which results from an increase in the number of directors. Under the MGCL, the
stockholders may also elect a successor to fill a vacancy which results from
removal of a director. Any director elected to fill a vacancy may serve until
the next annual meeting of stockholders, upon which a successor may be elected
to serve the remaining term, if any.

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REMOVAL OF TRUSTEES OR DIRECTORS

IPT

The IPT Declaration provides that a trustee may be removed only for cause
by the vote of the holders of not less than two-thirds of the shares entitled to
vote in the election of trustees.

AIMCO

The AIMCO Charter provides that a director may be removed only for cause,
and by the vote of two-thirds of all the votes entitled to be cast in the
election of directors.

SPECIAL MEETING

IPT

Special meetings of shareholders may be called by a majority of the IPT
Board or by the Chairman of the Board or the President of IPT and may be called
by the secretary upon the written request of shareholders holding in the
aggregate not less than 25% of the outstanding IPT Common Shares entitled to
vote.

AIMCO

Special meetings of stockholders may be called by a majority of the AIMCO
Board, by Chairman or Vice Chairman of the AIMCO Board, or by the President of
AIMCO and may be called upon the written request of stockholders entitled to
cast at least 25% of all the votes entitled to be cast at the meeting.

SHAREHOLDER ACTION BY WRITTEN CONSENT

IPT

Pursuant to the IPT Declaration, any action required or permitted to be
taken by shareholders may not be effected by written consent of the
shareholders.

AIMCO. Pursuant to the MGCL and the AIMCO Charter, any action upon which a
vote of stockholders is required or permitted may be taken without a meeting or
vote of stockholders by the unanimous written consent of all of the stockholders
entitled to vote thereon.

RESTRICTIONS ON SHARE TRANSFERS

IPT

Subject to certain exceptions and conditions specified in the IPT
Declaration, no holder may own, or be deemed to own by virtue of various
attribution and constructive ownership provisions of the Code, more than 9.8%
(other than in the case of certain holders described in the IPT Declaration) of
the outstanding shares of beneficial interest of IPT.

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AIMCO

Subject to certain exceptions and conditions specified in the AIMCO
Charter, no holder may own, or be deemed to own by virtue of various attribution
and constructive ownership provisions of the Code and Rule 13d-3 under the
Exchange Act, more than 8.7% (or 15% in the case of certain pension trusts
described in the Code, investment companies registered under the Investment
Company Act of 1940, as amended, and Mr. Considine) of the outstanding shares of
AIMCO Common Stock.

PREEMPTIVE RIGHTS

Neither IPT shareholders nor AIMCO stockholders have preemptive rights with
respect to issuances of shares of beneficial interest or stock.

BUSINESS COMBINATIONS

Subtitle 6 of Title 3 of the MGCL prohibits any business combination
(defined to include a variety of transactions, including mergers,
consolidations, share exchanges, sales or dispositions of assets and issuances
of stock) between a Maryland corporation (defined to include a Maryland REIT)
and any interested stockholder (defined generally as any person who, directly or
indirectly, beneficially owns 10% or more of the voting power of the outstanding
voting stock of the corporation or certain affiliates of the corporation) for a
period of five years after the most recent date such stockholder became an
interested stockholder. After such five-year period, a business combination
between a Maryland corporation and such interested stockholder is prohibited
unless either certain "fair-price" provisions are complied with or the business
combination is approved by certain supermajority stockholder votes. The MGCL
restrictions do not apply to a business combination with an interested
stockholder if such business combination is approved or exempted from the MGCL
restrictions by a resolution of the board of directors adopted prior to the date
on which the interested stockholder became an interested stockholder.

A Maryland corporation also may adopt an amendment to its charter electing
not to be subject to the business combination provisions of the MGCL in whole or
in part. Any such amendment generally must be approved by the affirmative vote
of at least 80% of the votes entitled to be cast by all holders of outstanding
shares of voting stock and two-thirds of the votes entitled to be cast by
holders of outstanding shares of voting stock who are not interested
stockholders, may not be effective until 18 months after the vote of
stockholders and may not apply to an interested stockholder who became such on
or before the date of the vote.

IPT

The IPT Declaration contains provisions exempting IFG, any successor to IFG
(including AIMCO), any affiliate of IFG or successor thereto, Andrew L. Farkas
and any affiliate of Mr. Farkas from the provisions of the business combination
statute. In addition, the IPT Board passed a resolution on March 13, 1998 to
exempt any business combination between IPT and AIMCO.

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AIMCO

The Board of Directors of AIMCO has not adopted a resolution to exempt any
AIMCO stockholder from the MGCL's business combination restrictions, and AIMCO
has not amended its charter electing not to be subject to the business
combination provisions of the MGCL.

CONTROL SHARE ACQUISITIONS

Subtitle 7 of Title 3 of the MGCL provides that "control shares" of a
Maryland corporation (defined to include a Maryland REIT) acquired in a "control
share acquisition" have no voting rights except to the extent approved by a vote
of two-thirds of the votes entitled to be cast on the matter, excluding shares
owned by the acquirer or by officers or directors who are employees of the
corporation. "Control shares" are voting shares of stock which, if aggregated
with all other shares of stock previously acquired by the acquirer or in respect
of which the acquirer is able to exercise or direct the exercise of voting power
in electing directors, fall within one of the following ranges of voting power:
(i) one-fifth or more but less than one-third, (ii) one-third or more but less
than a majority, or (iii) a majority of all voting power. Control shares do not
include shares that the acquirer is then entitled to vote as a result of having
previously obtained stockholder approval.

A "control share acquisition" means the acquisition of control shares,
subject to certain exceptions. A person who has made or proposes to make a
control share acquisition, upon satisfaction of certain conditions (including an
undertaking to pay expenses), may compel the board of directors of the
corporation to call a special meeting of stockholders, to be held within 50 days
of demand, to consider voting rights for the shares. If no request for a meeting
is made, the corporation may itself present the question at any stockholders'
meeting.

If voting rights are not approved at the meeting or if the acquiror does
not deliver an acquiring person statement as required by the statute, then,
subject to certain conditions and limitations, the corporation may redeem any or
all of the control shares (except those for which voting rights have previously
been approved) for fair value determined, without regard to the absence of
voting rights for the control shares, as of the date of the last control share
acquisition by the acquiror or of any meeting of stockholders at which the
voting rights of such shares were considered and not approved. If voting rights
for control shares are approved at a stockholders' meeting and the acquirer
becomes entitled to vote a majority of the shares entitled to vote, all other
stockholders may exercise appraisal rights. The fair value of the shares as
determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the control share acquisition,
and certain limitations and restrictions otherwise applicable to the exercise of
appraisal rights do not apply in the context of a control share acquisition.

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IPT

The IPT Declaration contains provisions exempting IFG, any successor to
IFG, any affiliate of IFG or successor thereto, Mr. Farkas and any affiliate of
Mr. Farkas from the provisions of the control share acquisition statute.

AIMCO

The AIMCO Charter and Bylaws do not contain any exemption from the control
share acquisition statute, which could have the effect of discouraging offers to
acquire AIMCO and of increasing the difficulty of consummating any such offer.

APPRAISAL RIGHTS

Under the MGCL, stockholders of a Maryland corporation generally have the
right to demand and receive payment of the "fair value" of their stock in the
event of (i) a merger or consolidation of the corporation, (ii) a share exchange
including their shares, (iii) a transfer of all or substantially all assets of
the corporation not in the ordinary course of business, (iv) an amendment to the
charter of the corporation which alters the contract rights, as expressly set
forth in the charter, of any outstanding stock and which substantially adversely
affects the stockholder's rights, unless the right to do so is preserved by the
charter, (v) certain business combinations of the corporation with interested
stockholders or (vi) unless the charter or bylaws of the corporation otherwise
provide, after an approval by the stockholders of voting rights for control
shares which constitute a majority of the voting power of the corporation. Under
the MCAA, shareholders of a Maryland REIT objecting to a merger of the REIT have
the same appraisal rights as an objecting stockholder of a Maryland corporation.
However, except as otherwise provided by the provisions of the MGCL regarding
business combinations with interested stockholders, stockholders do not have
appraisal rights if, among other things, their stock is listed on a national
securities exchange on the record date for determining stockholders entitled to
vote on the transaction.

As the IPT Common Shares are listed on a national securities exchange,
holders of IPT Common Shares are not entitled to appraisal rights in connection
with the Merger. Because the contract rights of holders of AIMCO Common Stock
set forth in the AIMCO Charter will not be altered, holders of AIMCO Common
Stock are not entitled to appraisal rights in connection with the Merger.

INDEMNIFICATION

Under the MGCL, a Maryland corporation may indemnify any director or
officer made a party to any proceeding by reason of his or her service in that
capacity unless it is established that (i) the director's or officer's act or
omission was material to the matter giving rise to the proceeding and was
committed in bad faith or resulted from an act of deliberate dishonesty, (ii)
the director or officer actually received an improper benefit in money, property
or services or (iii) in the case of criminal proceedings, the director or
officer had reasonable cause to believe the act or omission was unlawful.

The MGCL provides that a determination must be made that a director or
officer has met the standard of conduct set forth above before the director or
officer may be

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indemnified. The determination may be made by a majority vote of disinterested
directors, by special legal counsel (generally selected by the disinterested
directors) or by the stockholders.

The MGCL also establishes several mandatory rules for indemnification. In a
stockholder derivative suit, a corporation may not indemnify a director or
officer if he or she is adjudged to be liable to the corporation, except for
expenses as ordered by a court. A corporation may not indemnify a director or
officer in respect of any proceeding charging improper benefit to the director
or officer, whether or not involving action in his or her official capacity, in
which the director or officer is adjudged to be liable on the basis that
personal benefit was improperly received, except for expenses as ordered by a
court. Unless limited by the charter, a director or officer who is successful,
on the merits or otherwise, in the defense of any proceeding for which
indemnification is permitted, must be indemnified by the corporation against
reasonable expenses in connection with the proceeding (including attorneys'
fees).

The MGCL permits a corporation to advance reasonable expenses to directors
and officers upon the director's or officer's written affirmation of his or her
good faith belief that he or she has met the required standard of conduct and
after a written undertaking by him or her on his or her behalf to repay the
corporation if it is determined that the standard has not been met.

The MGCL permits a corporation, unless limited by its charter, to indemnify
and advance expenses to an officer, employee or agent of the corporation to the
same extent it may indemnify directors.

The MCAA permits a Maryland REIT to indemnify and advance expenses to
trustees, officers, employees or agents of the trust to the same extent as is
permitted to a Maryland corporation under the MGCL.

IPT

The IPT Declaration and IPT Bylaws require IPT to indemnify all trustees,
officers, employees or agents of IPT to the fullest extent permitted by Maryland
law. The IPT Declaration and IPT Bylaws further provide that IPT is required to
advance to any person who is eligible for indemnification reasonable expenses
incurred by such person who is a party to a proceeding prior to the final
disposition of the proceeding upon receipt by IPT of a notice in writing from
such person stating (i) that in such person's good faith belief the standard of
conduct necessary for indemnification has been met and (ii) that such person
will repay the amount advanced if it is ultimately determined that such standard
of conduct has not been met.

AIMCO

The AIMCO Charter provides that the corporation will indemnify its
directors and its officers (and other individuals) to the fullest extent
permitted by law. The AIMCO Charter further provides that AIMCO may indemnify
any other persons permitted to be indemnified by the MGCL, including employees
and agents, to the extent such indemnification is authorized and determined to
be appropriate by the Board of Directors of AIMCO, the majority of stockholders
entitled to vote on the matter or special legal counsel appointed by the Board
of Directors of AIMCO.

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LEGAL MATTERS

Ballard, Spahr, Andrews and Ingersoll, LLP, Baltimore, Maryland will pass
upon the validity of the shares of AIMCO Common Stock offered hereby. Skadden,
Arps, Slate, Meagher & Flom LLP, Los Angeles, California, has issued an opinion
as to certain Federal income tax matters in connection with this Information
Statement/Prospectus.

EXPERTS

Ernst & Young LLP, independent auditors, have audited (i) AIMCO's
consolidated financial statements (and schedule) included in AIMCO's Annual
Report on Form 10-K/A for the year ended December 31, 1997; (ii) Ambassador
Apartment Inc.'s consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997
included in AIMCO's Current Report on Form 8-K dated March 17, 1998 (as amended
on April 3, 1998); (iii) Ambassador's consolidated financial statements as of
December 31, 1996 and 1995 and for each of the two years in the period ended
December 31, 1996 and the period from August 31, 1994 through December 31, 1994
included in AIMCO's Current Report on Form 8-K dated March 17, 1998 (as amended
on April 3, 1998); (iv) Prime Properties' (Predecessor to Ambassador) combined
financial statements for the period from January 1, 1994 through August 30, 1994
included in AIMCO's Current Report on Form 8-K dated December 23, 1997; (v)
IFG's consolidated financial statements as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997 included in
AIMCO's Current Report on Form 8-K dated March 17, 1998 (and Amendment No. 1
thereto filed April 3, 1998); and (vi) Cirque Apartment Communities combined
historical summary of gross income and direct operating expenses statements for
the year ended December 31, 1997 included in AIMCO's Current Report on Form 8-K
dated November 2, 1998, as set forth in their reports, which are incorporated in
this prospectus by reference. Ernst & Young LLP, independent auditors, have
audited (i) IPT's and the IPT Predecessor Entities' consolidated and combined
financial statements (and schedule) as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997 appearing in this
Information Statement/Prospectus; and (ii) Shelter Properties Partnerships'
combined financial statements (and schedule) as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996 appearing
in this Information Statement/Prospectus; as set forth in their reports,
appearing in this Information Statement/Prospectus. These financial statements
are incorporated by reference or included in this prospectus in reliance on
their reports, given on their authority as experts in accounting and auditing.

The combined financial statements of the NPI Partnerships and Century
Properties Partnerships as of December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996 and the related financial
statement schedule appearing in this Information Statement/Prospectus and the
related registration statement, have been audited by Imowitz Koenig & Co. LLP
("Imowitz Koenig") independent auditors, as set forth in their report thereon
appearing elsewhere herein and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

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As of December 8, 1997, Imowitz Koenig, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of NPI 4, was dismissed. As of the same date, the firm of Ernst & Young, LLP was
engaged to provide that service for NPI 4. The audit reports of Imowitz Koenig
on the financial statements of NPI 4 as of and for the years ended December 31,
1996 and 1995, did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was approved by the board of
directors of the managing general partner of NPI 4 on December 8, 1997. During
NPI 4's two most recent fiscal years and any subsequent interim period preceding
the change, there were no disagreements with the former accountant an any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the subject matter of the disagreements in connection with its report.

As of November 10, 1998, Imowitz, Koenig, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of National Property Investors III ("NPI III"), National Property Investors 5
("NPI 5"), National Property Investors 6 ("NPI 6"), National Property Investors
7 ("NPI 7"), National Property Investors 8 ("NPI 8"), Century Properties Fund
XIV ("CPF XIV"), Century Properties Fund XV ("CPF XV"), Century Properties Fund
XVI ("CPF XVI"), Century Properties Fund XVII ("CPF XVII"), Century Properties
Fund XVIII ("CPF XVIII"), Century Properties Fund XIX ("CPF XIX"), Century
Properties Growth Fund XXII ("CPGF XXII") was dismissed.

The audit reports of Imowitz, Koenig & Co., LLP on the financial statements
of the NPI Partnerships and Century Properties Partnerships as of and for the
years ended December 31, 1997 and 1996, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

The decision to change accountants was recommended by each of the Managing
General Partners of the NPI Partnerships and Century Properties Partnerships.

During the NPI Partnerships and Century Properties Partnerships' two most
recent fiscal years and any subsequent interim period preceding the change,
there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the former accountant, would have caused it to make reference to the subject
matter of the disagreements in connection with its report. In addition, there
have been no "reportable events" (as defined in paragraph (a)(1)(iv)(B) of Item
304 of regulation S-B) during the period noted above.

The financial statements of AMIT at December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and the related
financial statement schedules, appearing in this Information
Statement/Prospectus and the related registration statement have been audited by
BDO Seidman, LLP, independent Certified Public Accountants, as set forth in
their reports appearing elsewhere herein, are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

252
<PAGE> 260

Beers & Cutler PLLC, independent auditors, have audited (i) Realty
Investment Apartment Communities I's combined historical summary of gross income
and direct operating expenses for the year ended December 31, 1997 included in
AIMCO's Current Report on Form 8-K dated November 2, 1998 and (ii) Realty
Investment Apartment Communities II's combined historical summary of gross
income and direct operating expenses for the year ended December 31, 1997
included in AIMCO's Current Report on Form 8-K dated November 2, 1998, as set
forth in their reports, which are incorporated in this prospectus by reference.
These financial statements are incorporated by reference in reliance on their
reports, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

AIMCO filed a Rule 13E-3 Transaction Statement (including any amendments
thereto, the "Schedule 13E-3") under the Exchange Act soon after with the filing
by AIMCO of a Registration Statement on Form S-4 (including any amendments
thereto, the "Registration Statement") under the Securities Act. This
Information Statement/ Prospectus forms a part of the Registration Statement and
does not contain all of the information set forth in the Registration Statement,
the Schedule 13E-3 or the exhibits to either of such documents.

AIMCO and IPT file annual, quarterly and special reports, information
statements and other information with the SEC. You may read and copy any such
reports, statements or other information (including the Registration Statement
and the Schedule 13E-3) filed by AIMCO or IPT at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
AIMCO and IPT's SEC filings are also available to the public from commercial
document retrieval services and at the web site maintained by the SEC at
"http://www.sec.gov."

The SEC allows AIMCO to "incorporate by reference" information into this
Information Statement/Prospectus which means that AIMCO can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be part of
this Information Statement/Prospectus, and later information filed with SEC will
update and supersede the information in this Information Statement/Prospectus.

AIMCO incorporates by reference each document it files pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Information Statement/Prospectus and prior to the date of the Special Meeting.
AIMCO incorporates by reference herein the following documents filed by it with
the SEC (File No. 1-13232) pursuant to the Exchange Act:

- - Apartment Investment and Management Company's Annual Report on Form 10-K/A for
the year ended December 31, 1997;

- - Apartment Investment and Management Company's Quarterly Reports on Form 10-Q/A
or Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998;

253
<PAGE> 261

- - Apartment Investment and Management Company's Current Reports on Form 8-K,
dated December 23, 1997 (and Amendment No. 1 thereto filed February 6, 1998
and Amendment No. 2 thereto filed May 22, 1998), January 31, 1998, March 17,
1998 (and Amendment No. 1 thereto filed April 3, 1998, Amendment No. 2 thereto
filed June 22, 1998, Amendment No. 3 thereto filed July 2, 1998, Amendment No.
4 thereto filed August 6, 1998, Amendment No. 5 thereto filed September 4,
1998 and Amendment No. 6 thereto filed September 25, 1998), September 2, 1998,
October 1, 1998 and November 2, 1998 (and Amendment No. 1 thereto filed
November 24, 1998 and Amendment No. 2 thereto filed December 7, 1998); and

- - the description of Apartment Investment and Management Company's capital stock
contained in its Registration Statement on Form 8-A (File No. 1-13232), filed
July 19, 1994, including any amendment or reports filed for the purpose of
updating such description.

IPT has supplied all information contained in this Information
Statement/Prospectus relating to IPT, and AIMCO has supplied all information
contained, or incorporated by reference, in this Information
Statement/Prospectus relating to AIMCO.

Documents incorporated by reference are available from AIMCO without
charge, excluding all exhibits, unless AIMCO has specifically incorporated by
reference an exhibit in this Information Statement/Prospectus. You may obtain
documents incorporated by reference in this Information Statement/Prospectus by
requesting them in writing or by telephone as follows:

Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
Telephone: (303) 757-8101
Attn: Corporate Secretary

If you would like to request documents from us, please do so by December
31, 1998 in order to ensure timely receipt before the special meeting.

You should rely only on the information contained or incorporated by
reference in this Information Statement/Prospectus with respect to the Merger.
We have not authorized anyone to provide you with information that is different
from what is contained, or incorporated by reference, in this Information
Statement/Prospectus. You should not assume that the information contained in
this Information Statement/Prospectus is accurate as of any date other than the
date hereof, and the mailing of this Information Statement/Prospectus to IPT
shareholders does not create any implication to the contrary.

254
<PAGE> 262

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INSIGNIA PROPERTIES TRUST:
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of September 30,
1998 and December 31, 1997............................. F-2
Condensed Consolidated Statements of Income for the Three
Months Ended September 30, 1998 and 1997 and the Nine
Months Ended September 30, 1998 and 1997............... F-3
Condensed Consolidated Statements of Shareholders'
Equity................................................. F-4
Condensed Consolidated Statements of Cash Flow for the
Nine Months Ended September 30, 1998 and 1997.......... F-5
Notes to Condensed Consolidated Financial Statements...... F-6
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES:
Report of Ernst & Young LLP, Independent Auditors......... F-17
Consolidated Balance Sheets as of December 31, 1997 and
1996................................................... F-18
Consolidated and Combined Statements of Income for the
years ended December 31, 1997, 1996 and 1995........... F-19
Consolidated and Combined Statements of Shareholders'
Equity and Insignia Equity in Predecessors............. F-20
Consolidated and Combined Statements of Cash Flows for the
years ended December 31, 1997, 1996 and 1995........... F-21
Notes to Consolidated and Combined Financial Statements... F-22
Real Estate and Accumulated Depreciation Schedule......... F-36
SHELTER PROPERTIES PARTNERSHIPS:
Report of Ernst & Young LLP, Independent Auditors......... F-38
Combined Balance Sheets as of December 31, 1996 and
1995................................................... F-39
Combined Statements of Operations for the years ended
December 31, 1996, 1995 and 1994....................... F-40
Combined Statements of Changes in Partners' Capital....... F-41
Combined Statements of Cash Flows for years ended December
31, 1996, 1995 and 1994................................ F-42
Notes to Combined Financial Statements.................... F-43
Real Estate and Accumulated Depreciation Schedule......... F-49
NATIONAL PROPERTY INVESTORS AND CENTURY PROPERTIES
PARTNERSHIPS:
Report of Imowitz Koenig & Co. LLP, Independent
Auditors............................................... F-52
Combined Balance Sheets as of December 31, 1996 and
1995................................................... F-53
Combined Statements of Operations for the years ended
December 31, 1996, 1995 and 1994....................... F-54
Combined Statements of Changes in Partners' Capital....... F-55
Combined Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994....................... F-56
Notes to Combined Financial Statements.................... F-58
Real Estate and Accumulated Depreciation Schedule......... F-66
ANGELES MORTGAGE INVESTMENT TRUST:
Balance Sheets as of June 30, 1998 (unaudited) and
December 31, 1997...................................... F-71
Statements of Operations for the three months ended June
30, 1998 and 1997 and the six months ended June 30,
1998 and 1997 (unaudited).............................. F-72
Statements of Changes in Shareholders' Equity for the six
months ended June 30, 1998 and 1997 (unaudited)........ F-73
Statements of Cash Flows for the six months ended June 30,
1998 and 1997 (unaudited).............................. F-74
Notes to Financial Statements (unaudited)................. F-75
Report of BDO Seidman, LLP, Independent Certified Public
Accountants............................................ F-76
Balance Sheets as of December 31, 1997 and 1996........... F-77
Statements of Operations for the years ended December 31,
1997, 1996 and 1995.................................... F-78
Statements of Changes in Shareholders' Equity for the
years ended December 31, 1997, 1996 and 1995........... F-79
Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995.................................... F-80
Notes to Financial Statements............................. F-81
Real Estate and Accumulated Depreciation Schedule......... F-94
Mortgage Loans on Real Estate Schedule.................... F-95
</TABLE>

F-1
<PAGE> 263

INSIGNIA PROPERTIES TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED) (NOTE)
<S> <C> <C>
Cash and cash equivalents................................... $ 56,085 $ 37,432
Distributions receivable from real estate limited
partnerships.............................................. 11,135 --
Investments in real estate limited partnerships............. 183,072 159,469
Apartment property, net of depreciation..................... 44,488 22,357
Mortgage notes receivable................................... 20,916 --
Promissory notes receivable................................. 508 --
Other assets................................................ 5,907 6,810
-------- --------
Total assets...................................... $322,111 $226,068
======== ========
LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable -- Due to IFG............................ $ 94 $ 841
Distribution payable -- IFG............................... 1,590 1,260
Distributions payable..................................... 3,751 2,786
Accrued expenses.......................................... 3,459 1,222
Non-recourse mortgage notes payable....................... 29,002 19,300
Note payable.............................................. 30,000 --
-------- --------
Total liabilities................................. 67,896 25,409

Minority interest in Operating Partnership.................. 58,849 54,447

Shareholders' Equity:
Common Shares -- authorized 400,000,000 shares, 23,446,538
issued and outstanding (1998) and 18,573,151 issued and
outstanding (1997)..................................... 235 186
Additional paid-in capital................................ 198,025 145,594
Unearned compensation..................................... (4,974) --
Accumulated earnings in excess of distributions........... 2,080 432
-------- --------
Total shareholders' equity........................ 195,366 146,212
-------- --------
Total liabilities, minority interest and
shareholders' equity............................ $322,111 $226,068
======== ========
</TABLE>

NOTE: The Balance Sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all the information
and footnotes required by generally accepted accounting principles for
complete financial statements.

See Notes to Condensed Consolidated Financial Statements.

F-2
<PAGE> 264

INSIGNIA PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Apartment rentals................... $ 1,997 $ 1,712 $ 5,624 $ 4,941
Equity earnings -- limited partner
interest......................... 3,929 2,070 12,026 5,063
Other............................... 689 647 1,942 1,140
----------- ----------- ----------- -----------
6,615 4,429 19,592 11,144
----------- ----------- ----------- -----------
Costs and expenses
Apartment property operating
expenses......................... 849 819 2,585 2,336
Apartment property interest......... 439 370 1,267 1,114
Apartment property depreciation..... 304 245 904 725
Administrative...................... 1,188 368 1,763 921
Amortization........................ 111 96 387 148
Other interest...................... 226 5 432 47
----------- ----------- ----------- -----------
3,117 1,903 7,338 5,291
----------- ----------- ----------- -----------
Operating income...................... 3,498 2,526 12,254 5,853
Equity earnings -- gain on sale of
properties.......................... 116 -- 5,888 --
----------- ----------- ----------- -----------
Income before minority interest and
extraordinary item.................. 3,614 2,526 18,142 5,853
Minority interest in consolidated
Subsidiaries and the Operating
Partnership......................... (1,258) (844) (6,622) (2,923)
----------- ----------- ----------- -----------
Income before extraordinary item...... 2,356 1,682 11,520 2,930
Equity earnings -- extraordinary loss
from property refinancings (net of
minority interest).................. (36) -- (293) --
----------- ----------- ----------- -----------
Net income............................ $ 2,320 $ 1,682 $ 11,227 $ 2,930
=========== =========== =========== ===========
Net income per share -- basic and
diluted:
Income before extraordinary item.... $ 0.12 $ 0.10 $ 0.60 $ 0.21
Extraordinary item.................. -- -- (0.01) --
----------- ----------- ----------- -----------
Net income.......................... $ 0.12 $ 0.10 $ 0.59 $ 0.21
=========== =========== =========== ===========
Distributions declared per Common
Share............................ $ 0.16 $ -- $ 0.46 $ --
Weighted average Common Shares
outstanding -- basic............. 19,529,313 17,212,270 19,080,809 13,449,712
=========== =========== =========== ===========
Weighted average Common Shares
outstanding -- diluted........... 19,606,172 17,212,270 19,157,668 13,449,712
=========== =========== =========== ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-3
<PAGE> 265

INSIGNIA PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL EARNINGS TOTAL
COMMON PAID-IN UNEARNED IN EXCESS OF SHAREHOLDERS'
SHARES CAPITAL COMPENSATION DISTRIBUTIONS EQUITY
------ ---------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997.......... $186 $145,594 $ -- $ 432 $146,212
Issuance of 4,363,387 Common
Shares........................... 44 46,666 46,710
Issuance of 548,000 restricted
Common Shares.................... 5 5,765 (4,974) -- 796
Distributions declared and paid..... -- -- -- (5,828) (5,828)
Distributions declared.............. -- -- -- (3,751) (3,751)
Net income for 1998................. -- -- -- 11,227 11,227
---- -------- ------- ------- --------
Balance at September 30, 1998......... $235 $198,025 $(4,974) $ 2,080 $195,366
==== ======== ======= ======= ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-4
<PAGE> 266

INSIGNIA PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1998 1997
-------- -------
<S> <C> <C>
Operating Activities
Net income................................................ $ 11,227 $ 2,930
Adjustments to reconcile net income to net cash provided
by operations:
Amortization of organization and formation costs........ 387 148
Amortization of loan costs.............................. 268 --
Apartment property depreciation......................... 904 725
Equity earnings -- partnership investments.............. (12,026) (5,063)
Equity earnings -- gain on sale of properties........... (5,888) --
Equity earnings -- extraordinary loss from property
refinancings........................................... 293 --
Non-cash compensation................................... 796 --
Minority interests in the Operating Partnership and
consolidated Subsidiaries.............................. 6,622 2,923
Changes in operating assets and liabilities:
Other assets.......................................... (115) (212)
Accounts payable and accrued expenses................. 66 (224)
-------- -------
Net cash provided by operating activities.......... 2,534 1,227
-------- -------
Investing Activities
Additions to apartment property........................... (395) (171)
Organizational and formation costs........................ (5) (1,737)
Cash received in connection with AMIT Merger.............. 13,423 --
Purchase of real estate limited partnership interests..... (29,292) (2,171)
Investment in apartment property, net of acquired cash.... (3,804) --
Funding of notes receivable............................... (275) --
Distributions from partnerships........................... 18,656 12,219
Merger costs.............................................. (1,402) (1,011)
-------- -------
Net cash (used in) provided by investing
activities........................................ (3,094) 7,129
-------- -------
Financing Activities
Proceeds from issuance of Common Shares................... -- 52,420
Repayments of non-recourse mortgage notes................. (16) --
Payments on note payable.................................. -- (1,080)
Proceeds from note payable................................ -- 650
Borrowings on line of credit.............................. 30,000 --
Proceeds from refinancing of non-recourse mortgage note... 2,660 --
Distributions made to minority investors of NPI 4......... (494) (1,420)
Loan costs paid........................................... (83) --
Distributions paid to IFG by Operating Partnership........ (4,240) (4,077)
Distributions paid to common shareholders................. (8,614) (5,880)
-------- -------
Net cash provided by financing activities.......... 19,213 40,613
-------- -------
Increase in cash and cash equivalents....................... 18,653 48,969
Cash and cash equivalents at beginning of period............ 37,432 4,928
-------- -------
Cash and cash equivalents at end of period.................. $ 56,085 $53,897
======== =======
Supplemental disclosure of non-cash financing and investing
activities
Issuance of Common Shares and Operating Partnership units
in exchange for limited partner interests............... $ 6,656 $12,749
Accrual of distributions to be received from investment
real estate limited partnerships........................ $ 11,135 --
Issuance of Common Shares in connection with the merger of
AMIT*................................................... 43,081 --
Application and reclassification of capitalized merger
costs to the purchase price of AMIT..................... 3,573 --
</TABLE>

* In connection with the AMIT merger, IPT received approximately $13,423 in
cash. Therefore, the net non-cash adjustment to the cash flow statement is
approximately $29,658. See Note 4 to the Condensed Consolidated Financial
Statements for a more complete discussion of the AMIT Merger.

See Notes Condensed Consolidated Financial Statements.

F-5
<PAGE> 267

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION

Insignia Properties Trust ("IPT" or the "Company") is a Maryland real
estate investment trust formed in 1996 by Insignia Financial Group, Inc., a
Delaware Corporation ("IFG"), for the purpose of acquiring and owning interests
in multifamily residential properties, including limited and general partner
interests in partnerships which hold such real estate properties. IPT has been
organized and is operated in a manner that allows it to be taxed as a real
estate investment trust ("REIT") under the Internal Revenue Code of 1986, as
amended. IPT is the sole general partner of Insignia Properties, L.P., a
Delaware limited partnership ("IPLP"), which is IPT's operating partnership. IFG
(now Apartment Investment and Management Company, a Maryland corporation
("AIMCO"), following the merger of IFG with and into AIMCO -- See Note 6 to the
Condensed Consolidated Financial Statements) is the designated special limited
partner of IPLP, and Insignia Capital Corporation (now a wholly-owned subsidiary
of AIMCO as a result of the merger of IFG with and into AIMCO) is the other
limited partner of IPLP. IPT Common Shares are listed on the American Stock
Exchange under the symbol "FFO."

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 (the "IPT Partnerships"), which interests are held by IPT directly
or through wholly-owned subsidiaries, (ii) limited partner interests in the IPT
Partnerships, which interests are held through IPLP, and (iii) the assets
acquired in the AMIT Merger (See Note 4 to the Condensed Consolidated Financial
Statements), including ten wholly-owned real estate assets, some of which are
held by IPT directly and some of which are held through IPLP. At September 30,
1998, the IPT Partnerships owned, in the aggregate, 339 properties containing
approximately 70,000 residential apartment units and approximately 5.9 million
square feet of commercial space. IPT's ownership share of these assets is
included in "Investments in real estate limited partnerships" on the Condensed
Consolidated Balance Sheet.

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Treasury Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 1998 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1998. For further
information, refer to the consolidated financial statements and notes thereto
included elsewhere herein this Registration Statement.

Certain amounts from 1997 have been reclassified to conform with the 1998
presentation.

2. EARNINGS PER SHARE

In 1997, the Financial Accounting Standard Board issued Statement No. 128,
Earnings per Share ("Statement No. 128"). Statement No. 128 replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share.

F-6
<PAGE> 268
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

Earnings per share is computed based on the weighted average number of
outstanding common shares of beneficial interest of IPT, par value $.01 per
share ("IPT Common Shares"). An IPLP partnership interest is not considered
dilutive because the allocation of earnings to an IPLP partnership interest is
equivalent to a IPT Common Share.

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
1998 1997 1998 1997
------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Numerator -- basic and diluted
Income before extraordinary item.................. $ 2,356 $ 1,682 $11,520 $ 2,930
Extraordinary loss................................ (36) -- (293) --
------- ------- ------- -------
Net income........................................ $ 2,320 $ 1,682 $11,227 $ 2,930
======= ======= ======= =======
Denominator
Denominator for basic earnings per
share -- weighted average IPT Common Shares.... 19,529 17,212 19,081 13,450
Effect of dilutive securities -- Restricted shares
and options.................................... 77 -- 77 --
------- ------- ------- -------
Denominator for diluted earnings per
share -- Adjusted weighted average IPT Common
Shares and assumed conversions................. 19,606 17,212 19,158 13,450
======= ======= ======= =======
Earnings per IPT Common Share -- basic and diluted
Income before extraordinary item.................. $ 0.12 $ 0.10 $ 0.60 $ 0.21
Extraordinary loss................................ -- -- (.01) --
------- ------- ------- -------
Net income........................................ $ 0.12 $ 0.10 $ 0.59 $ 0.21
======= ======= ======= =======
</TABLE>

3. 1998 ACQUISITIONS

Tender Offers

In December 1997, a wholly-owned subsidiary of IPLP commenced tender offers
to purchase units of limited partner interest in the following IPT Partnerships:
Multi-Benefit Realty Fund '87-1, Century Properties Fund XIV, Century Properties
Fund XV, Century Properties Fund XVIII, Consolidated Capital Growth Fund,
Consolidated Capital Institutional Properties/3, Consolidated Capital Properties
V, Johnstown/Consolidated Income Partners and Shelter Properties VII. These
tender offers expired in January and February 1998, with IPLP acquiring
additional units of limited partner interest in these partnerships for a total
cost, including acquisition costs, of approximately $11.4 million.

In April 1998, a wholly-owned subsidiary of IPLP commenced tender offers to
purchase units of limited partner interest in the following IPT Partnerships:
Angeles Income Properties, Ltd. II, Angeles Partners IX and Angeles Partners
XII. These tender offers expired in May 1998, with IPLP acquiring units of
limited partner interest in these partnerships for a total cost, including
acquisition costs, of approximately $6.6 million.

As a result of the above tender offers, IPLP increased its stated ownership
interest in these partnerships by a range of 4.52% to 24.39%, with total stated
ownership interest in these partnerships ranging from 13.26% to 45.85% at
September 30, 1998. IPLP accounts for these partnership interests under the
equity method.

F-7
<PAGE> 269
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

During the third quarter 1998, a wholly-owned subsidiary of IPLP commenced
tender offers to purchase units of limited partner interest in the following IPT
Partnerships: Shelter Properties I, Shelter Properties II, Shelter Properties
IV, Shelter Properties V, Shelter Properties VI and Shelter Properties VII. The
tender offers for these partnerships expired in August 1998, with IPLP acquiring
additional units of limited partner interest in these partnerships for a total
cost, including acquisition costs, of approximately $7.5 million. As a result,
IPLP increased its stated ownership interest in these partnerships by a range of
5.19% to 8.36%, with total stated ownership interest in these partnerships
ranging from 23.07% to 46.96% as of September 30, 1998.

During the third quarter of 1998, a wholly-owned subsidiary of IPLP
commenced tender offers to purchase units of limited partner interest in the
following IPT Partnerships: Consolidated Capital Institutional Properties,
Consolidated Capital Institutional Properties/2, Consolidated Capital
Institutional Properties/3, Consolidated Capital Properties III, Consolidated
Capital Properties V, Angeles Income Properties, Ltd. II, Angeles Income
Properties, Ltd. III, Angeles Income Properties, Ltd. IV, Angeles Income
Properties, Ltd. 6, Angeles Partners IX, Angeles Partners X, Angeles Partners
XI, Angeles Partners XII, Angeles Opportunity Properties, Ltd., Davidson
Diversified Real Estate I, LP, Davidson Diversified Real Estate II, LP, Davidson
Diversified Real Estate III, LP, Davidson Income Real Estate, LP and Davidson
Growth Plus, LP, Multi-Benefit Realty Fund 87-1 Class A and B, HCW Pension Real
Estate Fund Limited Partnership, Century Pension Income Fund XXIV, VMS Investors
First-Staged Equity LP II and Drexel Burnham Lambert Real Estate Associates III.
Each of these tenders is currently scheduled to expire on December 14, 1998.

Property Acquisition

On January 28, 1998, a 99% owned subsidiary of IPLP (IPT owns the other 1%
interest) acquired a 168-unit apartment complex located in Pensacola, Florida
known as Raintree Apartments, which is one of the real estate assets currently
directly wholly owned by IPLP. The aggregate purchase price paid for the
Raintree Apartments complex was approximately $3.8 million, approximately $2.7
million of which was debt financed on a non-recourse basis.

MAE GP Corporation Merger and Related Transactions

Effective February 25, 1998, MAE GP Corporation, which until then was a
wholly-owned subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE"), was
merged with and into IPT (the "MAE GP Merger"). MAE was at the time an affiliate
of IPT and IFG. As consideration for the MAE GP Merger, IPT issued 344,609 IPT
Common Shares to MAE, valued for purposes of the MAE GP Merger at $10.53 per
share. MAE GP Corporation owned or controlled equity interests in entities which
comprised or controlled the general partners of 29 public and 61 private real
estate limited partnerships (collectively, the "MAE Partnerships"), which owned,
in the aggregate, 167 properties containing approximately 31,000 residential
apartment units and approximately 2.2 million square feet of commercial space.

On February 17, 1998, IPLP purchased the following assets from MAE for
approximately $596,000 in cash: (i) a 99% limited partner interest in Insignia
Jacques Miller, L. P. ("IJM"), which in turn owned non-controlling equity
interests in entities that comprise or control the general partners of 30 of the
MAE Partnerships and various notes receivable (the 1% general partner interest
in IJM was acquired by IPT from MAE GP in the MAE GP Merger); and (ii) a 6.557%
limited partner

F-8
<PAGE> 270
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

interest in Buccaneer Trace Limited Partnership, which owns a 208-unit
residential apartment complex located in Savannah, Georgia.

On February 17, 1998, IFG contributed to IPLP all of the limited partner
interests in the MAE Partnerships owned by IFG and its wholly-owned subsidiaries
in exchange for additional limited partner interests in IPLP. The interests
contributed were valued at approximately $5,460,000, in exchange for which IPLP
issued to IFG 518,528 additional units of limited partner interest in IPLP
(based on a value of $10.53 per interest). The interests in the MAE Partnerships
were recorded at the historical cost of IFG.

4. ANGELES MORTGAGE INVESTMENT TRUST MERGER

On September 17, 1998, AMIT, an unincorporated California business trust,
was merged with and into IPT. In the AMIT Merger, each issued and outstanding
Class A common share of AMIT was converted into 1.516 IPT Common Shares and each
issued and outstanding Class B common share of AMIT was converted into 0.0309
IPT Common Shares. IPT issued approximately 4,018,778 IPT Common Shares to the
AMIT shareholders in the AMIT Merger, including approximately 146,749 IPT Common
Shares issued to a wholly-owned subsidiary of IFG as a result of its ownership
of 96,800 Class A common shares of AMIT and approximately 51,826 IPT Common
Shares issued to MAE as a result of its ownership of 1,675,113 Class B common
shares of AMIT. In connection with the AMIT Merger, on September 16, 1998, IFG
purchased senior participation interests in certain loans of AMIT for an
aggregate purchase price of $11 million in cash. IPT acquired that cash in the
AMIT Merger, but has no interest in the senior participation interests sold to
IFG. On November 30, 1998, IPLP repurchased from AIMCO Operating Partnership the
participation in certain AMIT notes for $11 million. The AMIT Merger was
accounted for under the purchase method of accounting.

Prior to the AMIT Merger, AMIT was in the business of making various types
of intermediate term real estate loans. At the date of the AMIT Merger, AMIT had
19 loans outstanding with an aggregate principal balance of approximately $21.1
million, and AMIT owned, as a result of foreclosures or receipt of deeds in lieu
of foreclosure on assets securing certain AMIT loans, approximately $14.4
million of real property, net of fair value adjustment of $1.5 million. IPT
acquired these assets as a result of the AMIT Merger, as well as approximately
$13.4 million of cash held by AMIT at the date of the AMIT Merger.

Pro forma results of operations for the nine month periods ended September
30, 1998 and 1997, giving effect to the AMIT Merger as if effected at the
beginning of each period, are as follows (in thousands, except share and per
share data):

<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Revenues................................................... $ 25,488 $ 15,226
Income before extraordinary item......................... 16,693 6,052
Net income............................................... 16,400 6,052
Diluted earnings per IPT Common Share:
Income before extraordinary item...................... $ 0.73 $ 0.35
Net income............................................ $ 0.72 $ 0.35
Weighed average IPT Common Shares
----------- -----------
diluted............................................... 22,899,721 17,468,270
</TABLE>

F-9
<PAGE> 271
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

5. EQUITY EARNINGS -- GAIN ON SALE OF PROPERTIES

On April 16, 1998, Consolidated Capital Institutional Properties ("CCIP"),
which is one of the IPT Partnerships, sold Northlake Quadrangle (one of the
properties controlled by CCIP) to an unrelated third party for $2.3 million.
CCIP's net proceeds from this sale were $2.1 million. At the time of the sale,
IPT owned approximately 41% of the equity interests in CCIP, and its share of
the gain (included in IPT's equity earnings) was approximately $291,000.

On June 30, 1998, National Property Investors 5 ("NPI 5") and National
Property Investors 6 ("NPI 6"), each an IPT Partnership, sold the Village (an
apartment property jointly owned by NPI 5 and NPI 6) to an unrelated third party
for approximately $30.1 million. Aggregate net sales proceeds to NPI 5 and NPI 6
from this sale were approximately $18.1 million, after repayment of the mortgage
note and closing expenses. IPT owned approximately 48% and 44% of the equity
interests in NPI 5 and NPI 6, respectively, at the time of this sale, and its
share of the gain (included in IPT's equity earnings) was approximately $5.5
million.

On July 16, 1998, Angeles Income Properties, Ltd. 6 ("AIPL6"), which is one
of the IPT Partnerships, sold Whispering Pines Mobile Home Park (one of the
properties controlled by AIPL6) to an unrelated third party for approximately
$7.0 million. Aggregate net sales proceeds to AIPL6 from this sale were
approximately $1.9 million, after repayment of the first and second mortgage
notes and payment of closing costs. IPT owned approximately 5% of the equity
interests in AIPL6 at the time of the sale, and its share of the gain (included
in IPT's equity earnings) was approximately $97,000.

6. APARTMENT INVESTMENT AND MANAGEMENT COMPANY MERGER

On March 17, 1998, IFG entered into an agreement to merge its national
residential property management operations, including its controlling interest
in IPT, with AIMCO. On October 1, 1998, AIMCO completed the merger of IFG with
and into AIMCO (the "IFG Merger"). As a result of the IFG Merger, AIMCO acquired
approximately 51% of the outstanding Common Shares of IPT.

Also on October 1, 1998, just prior to the completion of the IFG Merger,
the IPT Board of Trustees, as constituted prior to the resignations and
appointments of AIMCO nominees described below (the "IPT Board"), held a special
meeting attended by all but one trustee to consider in detail with its legal and
financial advisors the terms of an Agreement and Plan of Merger (the "Original
Merger Agreement") proposed to be entered into between IPT and AIMCO, pursuant
to which IPT would be merged with and into AIMCO or a subsidiary of AIMCO (the
"Merger"). At the request of the IPT Board, representatives of Lehman Brothers,
Inc., IPT's financial advisor, made a presentation concerning the analysis
underlying their conclusions, and delivered a written opinion that the
consideration to be paid in the Merger was fair from a financial point of view
to the holders of IPT Common Shares, other than AIMCO and its subsidiaries.
Following such discussions and based in part on the advice of Lehman Brothers,
Inc., the IPT Board (prior to the election of any AIMCO affiliates) unanimously
(1) deemed the Merger advisable and in the best interests of IPT, (2) directed
the Merger to be submitted to the IPT shareholders, (3) recommended the Merger
to the IPT shareholders, and (4) approved the Original Merger Agreement and the
transactions contemplated by the IPT Merger Agreement.

As contemplated by the Original Merger Agreement, effective simultaneously
with the execution and delivery of the Original Merger Agreement, (1) Messrs.
Ronald Uretta and Ronald J. Consiglio

F-10
<PAGE> 272
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

resigned as trustees of IPT; (2) the size of the IPT Board was increased by four
from seven to eleven members; and (3) Messrs. Terry Considine, Peter K.
Kompaniez, Patrick J. Foye, Steven D. Ira, Thomas W. Toomey and Harry G. Alcock,
each of whom is an officer of AIMCO, were appointed to fill the vacancies on the
IPT Board.

IPT's bylaws were also amended in the manner contemplated by the Original
Merger Agreement. One of the bylaw amendments had the effect of exempting
AIMCO's acquisition (through the IFG Merger) of IPT Common Shares from
Maryland's control share acquisition statute. Maryland's control share
acquisition statute generally provides that persons acquiring more than 20% of
the outstanding shares of a Maryland real estate investment trust will have no
voting rights unless the acquisition is approved by (1) the affirmative vote of
66 2/3% of all the votes entitled to be cast on the matter, excluding all
interested shares, or (2) by a bylaw provision, as was the case in AIMCO's
acquisition of the IPT Common Shares formerly held by IFG through the IFG
Merger. As a result of such bylaw amendment, AIMCO will be permitted to vote the
IPT Common Shares it owns for the Merger.

In addition, another Maryland statute, the business combination statute,
prohibits certain business combinations between a Maryland real estate
investment trust and a 10% shareholder and certain other persons. AIMCO was
exempted from the provisions of Maryland's business combination statute by the
IPT Board prior to AIMCO's acquisition of the IPT Common Shares formerly owned
by IFG, therefore the Merger is not restricted by Maryland's business
combination statute.

The Merger requires approval of the holders of a majority of the
outstanding IPT Common Shares. AIMCO and its subsidiaries have agreed to cause
all of the IPT Common Shares they own to be voted in favor of the Merger and the
Original Merger Agreement, as amended. Accordingly, IPT shareholder approval is
assured.

On December 7, 1998, the merger agreement was amended and restated (such
amended and restated agreement, the "Merger Agreement") to clarify certain
ambiguities and inconsistencies in the Original Merger Agreement and to change
the structure of the merger to the merger of a subsidiary of AIMCO with and into
IPT from the merger of IPT with and into AIMCO.

Upon completion of the Merger, IPT shareholders will receive the following
merger consideration: (1) if the Merger is completed prior to March 1, 1999,
$13.28 per IPT Share in shares of AIMCO Common Stock, or, at AIMCO's election,
$13.25 ($13.28 to the extent that AIMCO uses its common stock) per IPT Common
Share in cash or AIMCO common stock, subject to certain adjustments specified in
the Merger Agreement; or (2) if the Merger is completed on or after March 1,
1999, $13.28 per IPT Common Share payable entirely in shares of AIMCO common
stock, subject to certain adjustments specified in the Merger Agreement. IPT
will issue a press release announcing whether AIMCO elects to pay the merger
consideration in cash at least 12-trading days before completion of the Merger.
Based on an assumed price per IPT Common Share of $13.25, using 23,446,538 fully
diluted IPT Common Shares as of October 1, 1998, the aggregate value of all
outstanding IPT Common Shares implied by the Original Merger Agreement would
have been approximately $310.7 million.

Also in connection with the execution of the Original Merger Agreement, IPT
entered into consulting agreements with each of Messrs. James A. Aston, Andrew
L. Farkas, Frank M. Garrison and Ronald Uretta, each of whom was a member of the
IPT Board at the time the Original Merger Agreement was approved, pursuant to
which these individuals have become consultants to IPT for a

F-11
<PAGE> 273
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

fee of $1,000 per month. These consulting agreements will terminate on January
31, 2003. Additionally, all unvested restricted IPT Common Shares owned by these
individuals at the effective time of the Merger will be converted into
restricted shares of AIMCO Common Stock, regardless of whether AIMCO elects to
pay the merger consideration in cash. As of September 30, 1998, such individuals
held approximately 390,000 restricted IPT Common Shares.

As compensation for its services in connection with the Merger and the
rendering of its fairness opinion, IPT paid Lehman Brothers a fee of $750,000
plus expenses. This amount is reflected in administrative expenses for the three
and nine months ended September 30, 1998. Lehman Brothers currently is a lender
to IPT under a $50 million credit facility. At the time Lehman Brothers rendered
its opinion to IPT, Lehman Brothers and an officer of Lehman Brothers owned an
aggregate of 510,000 IPT Common Shares.

7. MORTGAGE NOTE RECEIVABLE

In September 1998, IPT funded a new loan in the amount of $275,000 secured
by a first deed of trust on a 6,000 square foot commercial building located in
Indianapolis, Indiana. This new loan requires monthly principal and interest
payments based on an annual interest rate of 7.3% and a principal amortization
period of 20 years. The loan has a maturity date of September 2008.

8. COMMITMENTS AND CONTINGENCIES

General Partners

Qualified REIT subsidiaries of IPT either control or serve as managing
general partner of the IPT Partnerships, and these subsidiaries may be liable
for recourse obligations of the IPT Partnerships in the event that the IPT
Partnerships are unable to satisfy those obligations. IPT believes that each IPT
Partnership has more than adequate resources to discharge all recourse
obligations and maintains adequate insurance.

Loan Commitments

Certain wholly-owned subsidiaries of IPT are obligated to loan up to
$500,000 each to certain IPT Partnerships ($2,600,000 in aggregate) and $150,000
each to certain other IPT Partnerships ($6,000,000 in aggregate) at interest
rates not to exceed the prime rate plus 2%. There were no amounts outstanding
under these commitments at September 30, 1998.

Obligations to Former General Partners

Certain corporate general partners owned by IPT were acquired by IFG from
unaffiliated prior owners. The acquisition agreements provided that IFG (now
IPT) would be indemnified from claims attributable to events or actions prior to
IFG's ownership, and that IFG would indemnify the prior owners from claims or
causes of action arising after the change in ownership. In addition, certain
former owners of the general partners of seven IPT Partnerships retained 100%
(and in some instances 75%) of the obligation to make capital contributions that
may be required by the general partners upon windup of the applicable
partnerships.

F-12
<PAGE> 274
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

Environmental Liabilities

Under various Federal and state environmental laws and regulations, a
current or previous owner or operator of real estate may be required to
investigate and clean up certain hazardous or toxic substances or petroleum
product releases at the property, and may be held liable to a governmental
entity or to third parties for property damage and for investigation and cleanup
costs incurred by such parties in connection with contamination. In addition,
some environmental laws create a lien on the contaminated site in favor of the
government for damages and costs it incurs in connection with the contamination.
The owner or operator of a site may be liable under common law to third parties
for damages and injuries resulting from environmental contamination emanating
from the site. There can be no assurance that IPT, any of its affiliates or any
assets owned or controlled by IPT or any of its affiliates currently are in
compliance with all of such laws and regulations, or that IPT or its affiliates
will not become subject to liabilities that arise in whole or in part out of any
such laws, rules or regulations. Management is not currently aware of any
environmental liabilities that are expected to have a material adverse effect on
the Company's operations or financial condition.

Litigation

In January and February 1998, a limited partner in several of the IPT
Partnerships commenced arbitration proceedings and litigation against those
partnerships and their general partners. The claims in both arbitration and in
complaints filed in the Circuit Court of Jackson County, Missouri assert that
the general partners controlled by IPT breached certain contractual and
fiduciary duties allegedly owed to the claimant. IPT believes the claims
asserted in these proceedings are without merit.

On March 24, 1998, certain persons claiming to own limited partner
interests in certain of the IPT Partnerships filed a purported class and
derivative action in California Superior Court in the County of San Mateo
against IPT, the general partners of the partnerships, certain persons and
entities who purportedly formerly controlled the general partners, and
additional entities affiliated with and individuals who are officers, directors
and/or principals of several of the defendants. The complaint contains
allegations that, among other things, (i) the defendants breached their
fiduciary duties to the plaintiffs by selling or agreeing to sell their
"fiduciary positions" as stockholders, officers and directors of the general
partners for a profit and retaining said profit rather than distributing it to
the plaintiffs; (ii) the defendants breached their fiduciary duties by
mismanaging the partnerships and misappropriating the assets of the partnerships
by (a) manipulating the operations of the partnerships to depress the trading
price of units of limited partner interest in the partnerships, (b) coercing and
fraudulently inducing unitholders to sell units to certain of the defendants at
depressed prices and (c) using the voting control obtained by purchasing units
at depressed prices to entrench certain of the defendants' positions of control
over the partnerships; and (iii) the defendants breached their fiduciary duties
to the plaintiffs by selling assets (such as mailing lists of unitholders) of
the partnerships and causing the general partners to enter into exclusive
arrangements with their affiliates to sell goods and services to the general
partners, the unitholders and tenants of partnership properties. The complaint
also alleges that the foregoing allegations constitute violations of various
California securities, corporate and partnership statutes, as well as conversion
and common law fraud. The complaint seeks unspecified compensatory and punitive
damages, an injunction blocking the sale of control of the general partners and
a court order directing the defendants to discharge their fiduciary duties to
the plaintiffs. In June 1998, the general partners filed a motion seeking
dismissal of the action. In lieu of responding to that motion, the plaintiffs
recently filed an amended complaint

F-13
<PAGE> 275
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

against which the general partners have again filed a motion seeking dismissal.
IPT believes that the allegations contained in the amended complaint are without
merit and intends to defend the action vigorously.

On July 30, 1998, certain entities claiming to own limited partner
interests in 44 of the IPT Partnerships filed a complaint in the Superior Court
of the State of California, County of Los Angeles against IPT, IFG, the
applicable IPT Partnerships, the general partners of those partnerships and
additional entities affiliated with several of the defendants. Plaintiffs allege
that they have requested from, but have been denied by each of the partnerships,
lists of their respective limited partners for the purpose of making tender
offers to purchase up to 4.9% of the units of limited partner interest in each
of those partnerships. The complaint also alleges that certain of the defendants
made tender offers to purchase units of limited partner interest in many of the
partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices and violations of the partnership statutes of the states in
which the partnerships are organized. Plaintiffs seek compensatory, punitive and
treble damages. Defendants have answered the complaint. IPT believes the claims
are without merit and intends to defend the action vigorously.

An action was filed against AMIT, Katten Muchin Zavis and David M. Bass in
Superior Court of the State of California by Jules P. Kirsch on December 26,
1996 alleging that the named defendants had maliciously prosecuted Mr. Kirsch in
certain earlier litigation commenced by AMIT in 1995, which alleged that Mr.
Kirsch and several other individuals and corporations purchased AMIT Class A
Shares while in possession of "inside information" and that they violated
Sections 13(d) and 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder. In June 1996, AMIT settled the prior claims with the
defendants other than Mr. Kirsch, and voluntarily dismissed the claims against
Mr. Kirsch. The now pending action commenced by Mr. Kirsch seeks unspecified
amounts for compensatory and punitive damages. On January 5, 1998, summary
judgment was entered in favor of AMIT and against Mr. Kirsch on all claims in
the malicious prosecution action. On January 30, 1998, Mr. Kirsch filed an
appeal of the summary judgment ruling. No decision on that appeal has been
rendered yet.

In addition to the above, certain of the IPT Partnerships and other
subsidiaries of IPT are defendants in lawsuits arising in the ordinary course of
business. Such lawsuits are primarily insured claims arising from accidents at
managed properties. Claims may demand substantial compensatory and punitive
damages. Management believes that the litigation will be resolved without a
material impact on the financial position or results of operations of the IPT.

9. OTHER MATTERS

Winthrop Option

On February 17, 1998, IFG (now AIMCO) granted IPLP an option (the "Winthrop
Option") to acquire, at any time on or before December 31, 1998, all of IFG's
interest in certain limited partner interests in two public and 11 private real
estate limited partnerships which own, in the aggregate, 29 properties
containing approximately 12,100 residential apartment units, together with the
right to receive certain asset management, investor services and partnership
management fees from ten of those partnerships. IFG acquired such interests from
Winthrop Financial Associates and certain affiliates of Winthrop Financial
Associates. The Winthrop Option is exercisable by IPLP for

F-14
<PAGE> 276
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

an aggregate cash amount of approximately $46 million, plus interest on
approximately $40 million of that amount at a rate equal to IFG's cost of funds
(based on the interest rate in effect from time to time under IFG's revolving
credit facility) and a ratable portion of the transaction costs incurred by IFG
in connection with the acquisitions of those interests.

Cost of Start-up Activities

In 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-5, Reporting on the Costs of Start-Up Activities ("SOP 98-5"), which
is effective for financial statements for fiscal years beginning after December
15, 1998. SOP 98-5 requires costs of start-up activities and organization costs
to be expensed as incurred. Initial application should be reported as the
cumulative effect of a change in accounting principle and expensed in the first
quarter in the year of adoption. At September 30, 1998, IPT had approximately
$920,000 (net of accumulated amortization) capitalized as organizational costs
that would be affected by the requirements of SOP 98-5.

EITF 97-11

IPT has not capitalized any internal costs in connection with identifying
and acquiring operating properties. Therefore, EITF 97-11 will have no effect on
IPT's financial statements.

Comprehensive Income

In 1997, the Financial Accounting Standards Board issued Statement No. 130,
Reporting Comprehensive Income ("Statement No. 130"). Statement No. 130
establishes new rules for the reporting and display of comprehensive income and
its components. IPT adopted Statement No. 130 as of January 1, 1998. Statement
No. 130 had no effect on IPT as of September 30, 1998.

10. SUBSEQUENT EVENTS

IPLP Transfer

On December 7, 1998, IPLP entered into (the IPLP Assignment Agreement) with
the AIMCO Operating Partnership. Pursuant to the IPLP Assignment Agreement, IPLP
transferred the economic rights to the Assets to the AIMCO Operating Partnership
in exchange for approximately 10.2 million OP Units.

Realty Transaction

In June 1998, the AIMCO Operating Partnership entered into seven separate
Purchase and Sale Agreements with affiliates of Realty Investment Co. to acquire
seven multifamily residential properties. On October 16, 1998, these properties
were acquired by newly formed subsidiaries of the AIMCO Operating Partnership
(the "Subsidiary Partnerships") for a purchase price of approximately $41.8
million (exclusive of certain transaction costs), consisting of approximately
$16.8 million in cash and the assumption of approximately $25.0 million in
mortgage indebtedness. IPLP provided approximately $17.1 million to the AIMCO
Operating Partnership for the acquisition of certain multifamily residential
properties. As consideration, the AIMCO Operating Partnership assigned all of
its rights, title and interest in and to the profits, distributions, losses, and
all other economic rights and obligations arising out of the it's limited
partnership interest in the Subsidiary Partnerships to

F-15
<PAGE> 277
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

IPLP. The seven garden-style apartment communities are located in three states,
have an average age of 14 years and contain 1,353 apartment units. Five of the
apartment communities are located in Florida, with 448 units in Jacksonville,
208 units in Daytona Beach, 120 units in Melbourne and 216 units in Palm Bay.
One apartment community with 137 units is located in Hemet, California and one
apartment community with 224 units is located in Stone Mountain, Georgia.

AMIT Notes Repurchase

On November 30, 1998, IPLP repurchased participations in certain AMIT notes
for $11 million.

Retention Compensation Arrangements

During October 1998, approximately $1.4 million was paid to former
executives and other employees of IPT related to retention arrangements entered
into with these employees. The retention agreements were entered into in order
to encourage the executives and other employees to remain with IPT through the
close of the Merger. As a result of the change in control of IPT, it was
determined that the compensation would be awarded to these employees on October
15, 1998. Also on October 15, 1998, pursuant to the respective retention
agreements, 26,000 restricted IPT Common Shares previously granted to certain
former IPT executives vested, and options to purchase 25,000 IPT Common Shares
held by two former IPT executives were retired by IPT at an aggregate cost of
$81,250. In October 1998, $1 million was paid to Ronald Consiglio, a former
officer and trustee of AMIT and IPT, as a result of the termination of his
employment with IPT without cause. These amounts will be recorded as expense by
IPT in the fourth quarter of 1998.

Property Sale

During November 1998, IPT sold an industrial warehouse acquired in
connection with the AMIT Merger. The warehouse, which is approximately 89,000
square feet and is located in Solon, a suburb of Cleveland, Ohio, was sold for a
price of $2,000,000. In connection with the sale, IPT provided a first mortgage
loan to the buyer in the amount of $1,700,000, which requires monthly principal
and interest payments based on an annual interest rate of 6.25% and a principal
amortization period of 20 years. The loan has a maturity date of November 2008.
In conjunction with the sale of the property, IPT recognized a gain of
approximately $205,000 and received net cash proceeds in the amount of
approximately $201,000.

F-16
<PAGE> 278

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Trustees
Insignia Properties Trust and Predecessor Entities

We have audited the accompanying consolidated balance sheets of Insignia
Properties Trust (a majority-owned subsidiary of Insignia Financial Group, Inc.)
as of December 31, 1997 and 1996, and the related consolidated statement of
income, shareholders' equity and cash flows for the year ended December 31,
1997, and the combined statements of income, shareholders' equity and cash flows
for each of the two years in the period ended December 31, 1996 of the Insignia
Properties Trust Predecessor Entities. Our audits also included the financial
statement schedule included on pages F-36 to F-37. These financial statements
and the financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Insignia
Properties Trust at December 31, 1997 and 1996, and the consolidated results of
its operations and its cash flows for the year ended December 31, 1997, and the
combined results of the operations and the cash flows of the Insignia Properties
Trust Predecessor Entities for each of the two years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, present fairly
in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

February 13, 1998,
except for Note 10, as to which the date is
March 17, 1998

F-17
<PAGE> 279

INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
-------- --------
<S> <C> <C>
Cash and cash equivalents................................... $ 37,432 $ 4,928
Receivables................................................. 8 21
Investments in real estate limited partnerships............. 159,469 118,741
Apartment property, net..................................... 22,357 22,125
Other assets................................................ 6,802 1,942
-------- --------
Total assets...................................... $226,068 $147,757
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable -- Due to Insignia....................... $ 841 $ 275
Distribution payable -- Insignia.......................... 1,260 --
Distributions payable..................................... 2,786 5,880
Accrued expenses.......................................... 1,222 804
Note payable.............................................. -- 430
Non-recourse mortgage note................................ 19,300 19,300
-------- --------
Total liabilities................................. 25,409 26,689
Minority interests in Operating Partnership................. 54,447 50,429
Shareholders' equity:
Preferred shares, par value $.01 per share -- authorized
100,000,000 shares, issued and outstanding -0- (1997
and 1996).............................................. -- --
Common shares, par value $.01 per share -- authorized
400,000,000 shares, issued and outstanding 18,573,151
(1997) and 11,168,036 (1996)........................... 186 112
Additional paid-in capital................................ 145,594 70,527
Accumulated earnings in excess of distributions........... 432 --
-------- --------
Total shareholders' equity........................ 146,212 70,639
-------- --------
Total liabilities and shareholders' equity........ $226,068 $147,757
======== ========
</TABLE>

See accompanying notes.

F-18
<PAGE> 280

INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
----------- ------- ------
<S> <C> <C> <C>
Revenues
Apartment rentals......................................... $ 6,646 $ 6,020 $ --
Equity earnings -- limited partnership interests.......... 8,062 3,587 2,455
Other..................................................... 2,118 98 4
----------- ------- ------
16,826 9,705 2,459
Expenses
Apartment property operating expenses..................... 3,258 3,034 --
Apartment property interest............................... 1,486 1,812 --
Apartment property depreciation........................... 966 901 --
Administrative............................................ 1,314 34 113
Amortization.............................................. 285 -- --
Other interest............................................ 47 11 --
----------- ------- ------
7,356 5,792 113
----------- ------- ------
Income before gain on sale of properties, minority interest
and extraordinary items................................... 9,470 3,913 2,346
Gain of sale of properties.................................. 1,044 -- --
----------- ------- ------
Income before minority interest and extraordinary items..... 10,514 3,913 2,346
Minority interests in consolidated subsidiaries and the
Operating Partnership..................................... (4,440) (356) (131)
----------- ------- ------
Income before extraordinary item............................ 6,074 3,557 2,215
Extraordinary loss -- property refinancings (net of minority
interest)................................................. (70) (1,132) --
----------- ------- ------
Net income.................................................. $ 6,004 $ 2,425 $2,215
=========== ======= ======
Net Income per share:
Income before extraordinary item.......................... $ .41 -- --
Extraordinary item........................................ (.01) -- --
----------- ------- ------
Net income................................................ $ .40 -- --
=========== ======= ======
Weighted average shares outstanding......................... 14,694,327 -- --
=========== ======= ======
</TABLE>

See accompanying notes.

F-19
<PAGE> 281

INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

CONSOLIDATED AND COMBINED STATEMENTS OF SHAREHOLDERS'
EQUITY AND INSIGNIA EQUITY IN PREDECESSORS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON ADDITIONAL ACCUMULATED INSIGNIA
STOCK PAID-IN EARNINGS IN EXCESS EQUITY IN
CLASS A CAPITAL OF DISTRIBUTIONS PREDECESSORS
------- ---------- ------------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994.............. $ -- $ -- $ -- $ 38,346
Capital contribution by Insignia........ -- -- -- 21,522
Distributions paid...................... -- -- -- (10,209)
Net income for 1995..................... -- -- -- 2,215
---- -------- ------ --------
Balance at December 31, 1995.............. -- -- -- 51,874
Issuance of 11,168,036 common shares.... 112 78,587 -- --
Capital contribution by Insignia........ -- -- -- 2,942
Distributions declared and paid......... -- (2,180) -- (6,812)
Distributions declared.................. -- (5,880) -- --
Net income for 1996..................... -- -- -- 2,425
Issuance of IPLP units in exchange for
Insignia limited partnership
interests -- transferred to minority
interest............................. -- -- -- (50,429)
---- -------- ------ --------
Balance at December 31, 1996.............. 112 70,527 -- --
Issuance of 7,405,115 common shares..... 74 75,067 -- --
Distributions declared and paid......... -- -- (2,786) --
Distributions declared.................. -- -- (2,786) --
Net income for 1997..................... -- -- 6,004 --
---- -------- ------ --------
Balance at December 31, 1997.............. $186 $145,594 $ 432 $ --
==== ======== ====== ========
</TABLE>

See accompanying notes.

F-20
<PAGE> 282

INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Operating activities
Net income................................................ $ 6,004 $ 2,425 $ 2,215
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Apartment property depreciation........................ 966 901 --
Amortization of organization and formation costs....... 285 -- --
Equity earnings -- partnership investments............. (8,062) (3,587) (2,455)
Gain on sale of properties............................. (1,044) -- --
Extraordinary loss -- property refinancings............ 70 1,132 --
Minority interests in the Operating Partnership and
consolidated subsidiaries............................ 4,440 356 131
Changes in operating assets and liabilities:
Accounts receivable.................................. 13 (21) --
Other assets......................................... (1,316) 6 --
Accounts payable and accrued expenses................ 982 208 9
-------- -------- --------
Net cash provided by (used in) operating
activities...................................... 2,338 1,420 (100)
Investing activities
Purchase of partnership interests......................... (30,592) (71,427) (24,147)
Investment in apartment property, net of acquired cash.... -- (8,005) --
Distributions from partnerships........................... 18,235 9,258 10,910
Organizational and formation costs........................ (3,743) -- --
Additions to apartment property........................... (381) (733) --
Other..................................................... -- 73 --
-------- -------- --------
Net cash (used in) investing activities........... (16,481) (70,834) (13,237)
Financing activities
Payments on note payable.................................. (1,080) (310) --
Repayments of non-recourse mortgage note.................. -- (16,876) --
Proceeds from note payable................................ 650 -- --
Proceeds from refinancing of non-recourse mortgage note... -- 19,300 --
Investments made by minority investors.................... -- -- 2,652
Distributions made to minority investors.................. (1,321) (431) (100)
Debt issuance costs....................................... -- (505) --
Debt extinguishment costs................................. -- (333) --
Capital invested by Insignia.............................. -- 81,961 21,522
Loan costs paid........................................... (19) -- --
Distributions paid to Insignia by IPLP.................... (5,337) (6,812) (10,209)
Distributions paid to common shareholders................. (8,666) (2,180) --
Proceeds from issuance of common shares................... 62,420 -- --
-------- -------- --------
Net cash provided by financing activities................. 46,647 73,814 13,865
-------- -------- --------
Increase in cash and cash equivalents..................... 32,504 4,400 528
Cash and cash equivalents at beginning of year............ 4,928 528 --
-------- -------- --------
Cash and cash equivalents at end of year.................. $ 37,432 $ 4,928 $ 528
======== ======== ========
Supplemental disclosure of non-cash financing and investing
activities
Issuance of IPT shares and OP units for partnership
interests.............................................. $ 20,379 $ -- $ --
======== ======== ========
</TABLE>

See accompanying notes.

F-21
<PAGE> 283

INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997

1. ORGANIZATION AND BASIS OF PRESENTATION

Insignia Properties Trust ("IPT" or "the Company") was formed in 1996 by
Insignia Financial Group, Inc. ("Insignia") for the purpose of acquiring and
owning interests in multifamily residential properties, including limited and
general partner interests in partnerships which hold such real estate
properties. IPT has been organized in a manner that will allow it to be taxed as
a real estate investment trust ("REIT") under the Internal Revenue Code of 1986
beginning with the taxable year ended December 31, 1996. IPT was organized as a
Maryland Business Trust. Insignia and its affiliates have transferred to IPT
equity interests in entities comprising or controlling the general partners of
certain public real estate limited partnerships in exchange for shares of
beneficial interest of IPT. IPT has also issued common shares to Insignia and
certain of its employees and affiliates in exchange for the payment of certain
obligations of IPT. IPT began operations on December 31, 1996 as a result of
such transfers. The transfers were recorded at the historical cost of Insignia.

The Company is the sole general partner of Insignia Properties L.P. ("IPLP"
or the "Operating Partnership"). Insignia and its subsidiaries, other than IPT,
have transferred to IPLP certain limited partner interests in real estate
limited partnerships (or equity interests in entities which own such interests)
owned by Insignia and its subsidiaries in exchange for units of limited partner
interest in IPLP, which units are exchangeable for common shares of IPT or are
redeemable for cash. Because these units are held by Insignia, under the Limited
Partnership Agreement, they are Class A units of limited partner interest having
special rights with respect to matters concerning IPLP. As a result of these
formation transactions, at December 31, 1997 and 1996, IPT was 75% and 98% owned
by Insignia, with the remainder of its shares owned by Metropolitan Asset
Enhancement L.P. ("MAE LP") (an affiliated company), certain Insignia employees
and other non-affiliated investors. IPT's ownership of IPLP was 66% and 57% at
December 31, 1997 and 1996, respectively. Insignia owns the remaining units in
IPLP.

The formation transactions represent a reorganization of entities under
common control, and the accompanying financial statements represent the
consolidated and combined financial statements applicable to those assets and
entities contributed to IPT as a part of its formation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Combination

The accompanying financial statements include the consolidated balance
sheets of IPT as of December 31, 1997 and 1996, and the related consolidated
statements of income, shareholders' equity and cash flows for the year ended
December 31, 1997, and the combined statements of income, shareholders' equity
and cash flows for the years ended December 31, 1996 and 1995 of Insignia
Properties Trust Predecessor Entities. The financial statements include
wholly-owned subsidiaries which comprise or control the general partners of the
underlying partnerships, the majority-owned subsidiary IPLP, and certain
investments in real estate limited partnerships which were owned by Insignia
prior to contribution to IPLP ("Predecessor Entities"). Insignia's ownership in
IPLP is shown as minority interest. See Notes 3 and 6 regarding consolidation of
National Property Investors 4 ("NPI 4"), a majority-owned operating partnership.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

F-22
<PAGE> 284
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Cash and Cash Equivalents

The amount of cash on deposit in federally insured institutions at times
exceeds the limit on insured deposits. The Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.

Investments in Real Estate Limited Partnerships

Investments in real estate limited partnerships represent general partner
interests (or interests in general partner interests) generally ranging from
0.2% to 3% in certain limited partnerships and limited partner interests in real
estate limited partnerships ranging from less than 1% to 62%. Partnerships in
which IPT has a general partner interest or limited partnership ownership (in
excess of 2.5%) are accounted for by the equity method, unless IPT has a
majority ownership and controls the partnership on a non-temporary basis, in
which case the partnership is consolidated.

Apartment Property

Apartment property, consisting of land of approximately $1.5 million,
buildings and personal property of approximately $22.7 million, is stated at
cost, net of accumulated depreciation of approximately $1.9 million. Apartment
property consists of buildings and improvements. Depreciation is computed
principally by the straight-line method over the estimated useful lives of the
assets. Buildings are being depreciated over the estimated life of 30 years and
personal property over the estimated life of 5 years (see Note 7).

In 1996, IPT adopted FASB Statement No. 121, "Accounting for the Impairment
of Long-Lived Assets to be Disposed Of" (FAS 121), which requires impairment
losses to be recognized for long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows are not sufficient to
recover the assets carrying amount. The impairment loss is measured by comparing
the fair value of the asset to its carrying amount. The adoption of FAS 121 had
no material effect on the accompanying financial statements.

Revenue Recognition

Rental income attributable to leases is recorded when due from tenants and
is recognized monthly as it is earned, which is not materially different than on
a straight-line basis. Interest income is recorded on an accrual basis.

Lease Agreements

The Company generally leases apartment units for twelve-month terms or
less, renewable upon consent of both parties.

Loan Costs

Loan costs include fees and costs paid to third parties for obtaining or
refinancing outstanding indebtedness. These costs are amortized over the term of
the respective outstanding debt. Loan costs of approximately $524,000 and
$505,000, net of accumulated amortization of approximately $81,000 and $9,000,
at December 31, 1997 and 1996, respectively, are included in other assets.

Advertising Expense

IPT expenses the cost of advertising as incurred. The amounts incurred for
1997, 1996 and 1995 did not have a material effect on the financial statements.

F-23
<PAGE> 285
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred Expenses

Deferred expenses are included in other assets and primarily consist of
organization costs which are being amortized using the straight-line method over
five years.

Distributions

The Company intends to pay distributions of at least the amount required to
maintain REIT status under the Internal Revenue Code. In August 1997, the IPT
Board adopted a policy to pay a quarterly distribution of $0.15 per common
share; however, the payment of any distribution will be dependent on the
liquidity and cash flows of the Company, which are primarily dependent on
distributions from the underlying partnerships.

Earnings Per Share

In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share". Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share.

Earnings per share is computed based on the weighted average number of
common shares outstanding. The conversion of an OP Unit to a Common Share is not
considered a dilutive item since the allocation of earnings to an OP Unit is
equivalent to a Common Share. Earnings per share was not calculated prior to
1997 because IPT shares were not issued until December 30, 1996. Diluted
earnings per share is not presented because the Company has no dilutive items;
thus, basic and diluted earnings per share are equal.

Fair Value

FASB Statement No. 107, "Disclosure about Fair Value of Financial
Instruments," requires disclosure of fair value information about financial
instruments for which it is practicable to estimate that value. The fair values
of the Company's financial instruments at December 31, 1997 and 1996 approximate
their carrying values.

Federal Income Taxes

The Company elected to be taxed as a REIT under the Internal Revenue Code
of 1986, as amended (the "Code"), beginning with its taxable year ending
December 31, 1996. Generally, a REIT which complies with the provisions of the
Code and distributes at least 95% of its taxable income to its shareholders does
not pay federal income taxes on its distributed income. Since IPT distributed in
excess of 100% of its taxable income, no provision has been made for federal
income taxes. If the Company fails to qualify as a REIT in any year, its taxable
income may be subject to income tax at regular corporate rates (including any
applicable alternative minimum tax). Even if the Company qualifies for taxation
as a REIT, the Company may be subject to certain state and local taxes.

Distributions declared of $0.53 per share to shareholders of record on
December 30, 1996 and $0.15 per share to shareholders of record on October 31,
1997 were paid during the year ended December 31, 1997. Distributions paid to
shareholders of $0.20 per share were made during the year ended December 31,
1996. For federal tax purposes, the portions of the 1997 distribution relating
to return of capital and earnings and profits are 59% and 41%, respectively. The
1996 distribution consisted entirely of a return of capital. No REIT operating
income was earned during 1996. Earnings and profits which determine the
taxability of dividends to shareholders, differ from net income reported for
financial reporting purposes due to differences for federal tax purposes in the
estimated useful lives to compute depreciation and the carrying value (basis) of
the investment in partnership interests.

F-24
<PAGE> 286
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Reclassifications

Certain amounts from prior years have been reclassified to conform with the
1997 presentation.

3. INVESTMENTS IN REAL ESTATE LIMITED PARTNERSHIPS

The Company has significant investments in 28 limited partnerships and
nominal investments in 20 limited partnerships which own (or previously owned)
real estate consisting primarily of apartments, and to a lesser extent
commercial property, throughout the United States. The Company's capital
ownership percentages (which are generally less than the operating percentages)
of the significant investments in partnerships at December 31, 1997 and date
acquired are as follows:

<TABLE>
<CAPTION>
CAPITAL INITIAL
REAL ESTATE LIMITED PARTNERSHIP OWNERSHIP % ACQUISITION DATE
------------------------------- ----------- ----------------
<S> <C> <C>
Consolidated Capital Growth Fund....................... 39% December 1994
Consolidated Capital Institutional Properties.......... 26% December 1994
Consolidated Capital Institutional Properties/3........ 12% December 1994
Consolidated Capital VI................................ 22% December 1994
Consolidated Capital III............................... 24% January 1995
Consolidated Capital IV................................ 27% January 1995
Johnstown/Consolidated Income Partners................. 10% December 1995
Davidson Growth Plus, L.P.............................. 11% December 1995
Shelter Properties I................................... 39% May 1995
Shelter Properties II.................................. 33% May 1995
Shelter Properties III................................. 34% May 1995
Shelter Properties V................................... 39% May 1995
Shelter Properties VI.................................. 28% May 1995
National Property Investors III........................ 45% January 1996
National Property Investors 5.......................... 47% January 1996
National Property Investors 6.......................... 44% January 1996
National Property Investors 7.......................... 43% January 1996
National Property Investors 8.......................... 38% January 1996
Century Property Fund XIV.............................. 41% January 1996
Century Property Fund XV............................... 40% January 1996
Century Property Fund XVI.............................. 37% January 1996
Century Property Fund XVII............................. 38% January 1996
Century Property Fund XVIII............................ 29% January 1996
Century Property Fund XIX.............................. 33% January 1996
Century Property Fund XXII............................. 27% January 1996
Fox Strategic Housing Income Partners.................. 15% August 1997
Consolidated Capital Institutional Properties/2........ 20% December 1997
Shelter Properties IV.................................. 32% December 1997
</TABLE>

The Company also owns 62% of National Property Investors 4 and therefore
consolidates the financial statements of this partnership.

F-25
<PAGE> 287
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The acquisitions were accounted for as purchase transactions by the
predecessor entities of IPT. A summary of the acquisitions follows:

1994 to 1996 Acquisitions

Limited partnership interests in four of the Consolidated Capital
partnerships were purchased in December 1994 by Insignia. Limited partnership
interests in two other Consolidated Capital partnerships were acquired by tender
offer through consolidated 60% owned subsidiaries of Insignia in January of
1995. The 40% minority interest in these subsidiaries was purchased in 1996.

The Shelter Properties limited partnership interests were acquired in May
1995 as a result of tender offers commenced by Insignia in April 1995. The
partnership interests in the National Property partnerships and the Century
partnerships were acquired in January 1996 in connection with the acquisition by
Insignia, and certain of its affiliates, of substantially all of the assets of
National Properties Investors, Inc. ("NPI Acquisition").

Limited partner interests in Davidson Growth Plus, L.P. were purchased in
December 1995 through a tender offer, and interests in Johnstown/Consolidated
Income Partners were acquired in private purchases during 1995 and 1996.

1997 Acquisitions

In June 1997, Insignia acquired additional limited partnership interests in
the Shelter Properties portfolio and Davidson Growth Plus, L.P. in a privately
negotiated transaction ("High River Transaction"). Insignia contributed, at
Insignia's cost, the interests acquired in the High River Transaction (with
exception of the limited partner interests in Shelter Properties IV Limited
Partnership) to IPT in exchange for 1,162,451 IPT Common Shares. IPT then
contributed the interests to IPLP in exchange for 1,162,451 general partner
units of IPLP.

In October 1997, a wholly-owned subsidiary of IPLP, completed tender offers
for limited partnership interest in six partnerships: Century Property Fund
XVII, Century Property Fund XIX, Century Property Fund XXII, National Property
Investors 4, Consolidated Capital Properties IV, and Fox Strategic Housing
Income Partners (the "August Tender Partnerships").

In December 1997, a wholly-owned subsidiary of IPLP, completed tender
offers for limited partnership interest in two partnerships: Consolidated
Capital Institutional Properties and Consolidated Capital Institutional
Properties/2 (the "December Tender Partnerships").

On December 31, 1997, IPLP exercised an option to acquire 16,010 limited
partner interests in Shelter Properties IV Limited Partnership in exchange for a
total of 1,016,448 units in IPLP to be issued to Insignia. The acquired limited
partner interests were recorded at Insignia's historical cost.

Equity in Earnings

Equity in earnings of the aforementioned partnerships have been included in
these financial statements from the date of their respective acquisition. Equity
in earnings from these partnerships amounted to approximately $8,062,000,
$3,587,000 and $2,455,000 for the years ended 1997, 1996 and 1995, respectively.
Equity in earnings excludes the Company's equity interest in extraordinary
losses by the partnerships from early extinguishments of debt which are
reflected separately in the income statement. The Company owns 62% of NPI 4 and,
therefore, consolidates the accounts of this partnership.

F-26
<PAGE> 288
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Summary of Investments

The following table presents a summary of investments made by IPT in
limited partnerships and the carrying amounts. The investment in NPI 4, in which
a 62% interest is held, is not included in the table below but rather is
included as a consolidated subsidiary in the accompanying financial statements.

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
ConCap acquisition in December 1994......................... $ 38,233
Equity earnings for 1994.................................. 113
--------
Balance at December 31, 1994................................ 38,346
ConCap Tender Offers...................................... 5,479
Shelter Tender Offers..................................... 16,860
Other purchases........................................... 1,807
Equity earnings for 1995.................................. 2,455
Distributions received.................................... (10,910)
--------
Balance at December 31, 1995................................ 54,037
NPI Acquisition in January 1996........................... 66,501
Purchase of minority interest............................. 3,923
Other purchases........................................... 1,083
Equity earnings for 1996.................................. 3,587
Equity in extraordinary losses -- refinancings............ (1,132)
Distributions received.................................... (9,258)
--------
Balance at December 31, 1996................................ 118,741
Purchases................................................. 30,592
Equity Earnings........................................... 8,062
Equity in extraordinary losses -- refinancings............ (70)
Issuance of IPT shares for partnership interests.......... 20,379
Distributions received.................................... (18,235)
--------
Balance at December 31, 1997................................ $159,469
========
</TABLE>

Pro forma Information (Unaudited)

Pro forma unaudited results of operations for the years ended December 31,
1997, 1996 and 1995 assuming consummation of the August Tender Partnerships,
December Tender Partnerships, the High River Transaction, and the exercise of
the Shelter Properties IV option at January 1, 1996, the NPI and other 1996
acquisitions at January 1, 1995, are as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Revenues.............................................. $19,848 $11,447 $10,720
Income before extraordinary items..................... 8,069 4,561 3,107
Net income............................................ 7,999 3,429 2,140
Per share amounts:
Income before extraordinary items................... .53 .37 .25
Net income.......................................... .53 .28 .17
</TABLE>

Minority interest for 1997, 1996 and 1995 has been adjusted for the
aforementioned acquisitions. The pro forma information is not necessarily
indicative of what the Company's results of operations would have been if the
transactions had occurred at the beginning of each period presented.
Additionally, the pro forma information does not purport to be an indication of
the Company's results of operations for future periods.

F-27
<PAGE> 289
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following summarized financial information represents the combined
results as reported in the separate annual reports of the twenty-eight (1997)
and twenty-five (1996) partnerships in which IPT has a significant investment.
The information below excludes the financial information of NPI 4, which is
consolidated by the Company.

CONDENSED BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Cash and investments........................................ $ 102,994 $ 111,733
Restricted escrows, deposits and receivables................ 45,127 21,055
Other assets................................................ 19,249 35,473
Real estate................................................. 1,424,835 1,251,952
Less accumulated depreciation............................... (750,292) (622,433)
---------- ----------
Net real estate................................... 674,543 629,519
---------- ----------
Total assets...................................... $ 841,913 $ 797,780
========== ==========
Mortgage notes payable...................................... $ 660,919 $ 618,176
Other liabilities........................................... 32,196 43,085
---------- ----------
Total liabilities................................. 693,115 661,261
Partners' capital........................................... 148,798 136,519
---------- ----------
Total liabilities and partners' capital........... $ 841,913 $ 797,780
========== ==========
</TABLE>

CONDENSED STATEMENT OF EARNINGS INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues........................................... $282,375 $247,017 $237,946
Expenses:
Property operations.............................. 149,562 136,646 130,225
Provision for possible losses.................... -- -- 8,255
Interest......................................... 56,307 51,823 54,939
Depreciation and amortization.................... 56,456 49,762 49,855
General and administrative....................... 11,205 10,103 11,858
Partnership management fees...................... -- -- 626
-------- -------- --------
Total expenses........................... 273,530 248,334 255,758
Gain on disposition of property.................... 8,679 5,572 18,285
-------- -------- --------
Income before extraordinary item................... 17,524 4,255 473
Extraordinary items................................ (200) 371 (2,884)
-------- -------- --------
Net income (loss)........................ $ 17,324 $ 4,626 $ (2,411)
======== ======== ========
</TABLE>

At December 31, 1997, the unamortized excess of the Company's investments
over the respective partnerships' historical cost of their net assets was
approximately $125 million, which has been attributed to the fair values of the
investee's underlying properties and is being depreciated through equity
earnings over their useful lives (30 years). The Company's investment has been
recorded at the historical cost of the acquisitions by Insignia. The partnership
interests were acquired over a three year period. The financial results of each
individual partnership are reflected in equity earnings subsequent to the date
of acquisition.

F-28
<PAGE> 290
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

4. LIABILITIES

Accounts Payable -- Due to Insignia

Accounts Payable -- Due to Insignia represent payments made by Insignia on
behalf of IPT.

Distributions Payable

IPT's Board of Trustees declared a distribution of $2,786,000 and
$5,880,000 to shareholders of record on December 23, 1997 and December 30, 1996,
respectively. The distributions were paid during January 1998 and 1997,
respectively.

Accrued Expenses

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1997 1996
------ ----
(IN THOUSANDS)
<S> <C> <C>
Accrued professional fees................................... $ 485 $ --
Tenant security deposits.................................... 405 409
Accrued interest............................................ 118 118
Management fees............................................. 21 120
Other....................................................... 193 157
------ ----
$1,222 $804
====== ====
</TABLE>

5. NOTES PAYABLE

Note Payable

A note payable was issued in connection with the acquisition of the stock
of a corporate general partner and is payable as to principal and interest when
proceeds are received by that corporate general partner from an investment in a
limited partnership with a carrying amount of $430,020. The note payable is
unsecured and bears simple interest at 6.5% per annum. During 1997, the note was
paid in full.

Non-recourse Mortgage Note

The $19.3 million non-recourse mortgage note is a first mortgage
encumbering the real estate of NPI 4. The note bears interest at 7.33%, with
interest only payable in monthly installments, and matures in 2003. IPT paid
interest of approximately $1,415,000 for 1997.

6. MINORITY INTEREST

Operating Partnership

Net income is allocated to the Minority Interests based upon their
respective ownership percentage of the Operating Partnership. Ownership
percentage is represented by dividing the number of OP Units held by the
Minority Interests by the OP Units held by Minority Interest and Common Shares
Outstanding. Such transactions and the proceeds therefrom are treated as capital
transactions and result in an allocation between Shareholder's Equity and
Minority Interest to account for the change in the respective percentage
ownership of the underlying equity of the Operating Partnership.

IPLP had 27,989,098 and 19,567,535 units outstanding, including and
9,415,947 and 8,399,499 units held by Insignia at December 31, 1997 and 1996,
respectively. Pursuant to IPLP's partnership agreement, the limited partners
have received redemption rights, defined in the partnership agreement, which
will enable them to cause, subject to certain restrictions, IPLP to redeem each
unit for cash equal to the value of a
F-29
<PAGE> 291
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

common share of IPT (or, at the general partner's election, it may purchase each
unit offered for redemption for one common share of IPT, subject to adjustment
upon the occurrence of share splits, merger, consolidations or similar pro rata
share transactions, which would have the effect of diluting the ownership
interests of the limited partners of IPLP or the shareholders of IPT).

NPI 4

NPI 4, in which a subsidiary of IPT is the sole general partner and IPLP
owns 62% of the limited partner interests (as of December 31, 1997), is
consolidated in the accompanying financial statements. The 62% of the NPI 4
property effectively owned by IPLP is stated at IPLP's cost, while the remaining
38% of the property not owned by IPLP is stated at the historical depreciated
cost of NPI 4. While Insignia paid approximately $9 million for a 62% interest
in the partnership, the 38% minority interest is recorded at zero since the
underlying partnership has a partners' deficit. Accordingly, assets of $25.6
million and liabilities of $17 million were recorded in connection with the
acquisition of a majority ownership in NPI 4. The result is that the property is
recorded on IPT's financial statements at below estimated fair value. The
distribution of $1.3 million to minority partners made in January 1997 by NPI 4
was recognized as a loss to IPT for financial reporting purposes because
generally accepted accounting principles do not allow a negative (debit) balance
in minority interest. Additional losses will be recognized for NPI 4, or any
other partnership which becomes a consolidated partnership, whenever
distributions are made to minority partners in excess of the recognized minority
interest in such partnership.

7. SHAREHOLDERS' EQUITY

IPT's declaration of trust has authorized the issuance of up to 400,000,000
common shares and 100,000,000 preferred shares of beneficial interest. In 1996,
the Company was initially capitalized by the issuance of 7,283,780 common shares
in payment of debt of $72,837,800 owed by IPT to Insignia as a result of the
acquisition of the NPI partnership interests. IPT issued 3,271,547 common shares
to Insignia in respect of Insignia's 100% ownership interest in IPT. IPT
subsequently issued an additional 612,709 common shares to Insignia and an
affiliate of Insignia in exchange for the contribution to IPT of shares of stock
of certain corporate general partners. During 1997, IPT also issued 6,300 common
shares to Insignia and 4,700 shares to six accredited investors, who are
executive officers of Insignia. In June 1997, the Company issued to Insignia
1,162,451 common shares of IPT in return for the contribution of limited
partnership interests owned by Insignia.

A private offering was completed in August 1997 with a total of 5,231,000
common shares issued at $10.00 per share. The Company also granted to certain
potential investors an option to purchase for cash up to 1,000,000 in the
aggregate, common shares of beneficial interest of IPT, at any time on or before
October 10, 1997, at the price of $10 per share, provided that the purchaser is
not in breach of certain covenants at the time of the purchase. This option was
exercised during 1997. IPLP had 27,989,098 and 19,567,535 units outstanding at
December 31, 1997 and 1996, respectively, which may be redeemed, subject to
certain restrictions, for an equivalent number of common shares of IPT.

At December 31, 1997 approximately $6.3 million of the Company's retained
earnings is represented by undistributed earnings of the Company's underlying
investments in real estate limited partnerships that are accounted for by the
equity method.

Share Incentive Plan

In August 1997, IPT adopted the 1997 Share Incentive Plan (the "Plan") to
provide for the granting of share options and restricted shares to certain key
employees (including officers), directors, consultants and advisors of IPT,
including certain employees of Insignia. The Plan will be administered by the
Board of Trustees of IPT or a committee of the Board of Trustees. The Plan
provides that options granted under the
F-30
<PAGE> 292
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Plan may be "incentive share options" (as defined in the Code), non-qualified
options or restricted shares, which vest on the attainment of performance goals
or subject to vesting requirements or other restrictions prescribed by the Board
of Trustees. The maximum number of IPT common shares available for awards under
the Plan is 1,200,000 shares, subject to adjustment under certain circumstances.
The Plan may be terminated by the Board of Trustees of IPT at any time. As of
December 31, 1997, the IPT Board of Trustees had approved the granting of 25,000
share options and 38,000 restricted shares.

The exercise price of options granted under the Plan may not be less than
100% of the fair market value of an IPT common share on the date of grant.
However, an incentive share option granted to the holder of more than 10% of the
total combined voting power of all of the shares of beneficial interest of IPT
or any subsidiary must have an exercise price of at least 110% of the fair
market value of the shares on the date of grant and the option by its terms must
not be exercisable after the expiration of five years from the date it is
granted. Absent a public market for the IPT common shares, the Plan provides for
the fair market value to be determined by the Board of Trustees (or a committee
thereof if one has been appointed to administer the Plan).

An option may not be granted with a term exceeding ten years (five years in
the case of incentive stock options granted to a holder of more than 10% of the
total voting power of all classes of IPT's capital stock on the date of the
grant). Options may be exercised by paying the purchase price in cash or, if the
option agreement permits, wholly or partly in IPT common shares already owned by
the optionee.

At or prior to the exercise of a nonqualified share option, the IPT Board
will have the discretion to permit the optionee, in lieu of purchasing the
entire number of shares subject to purchase under the option, to relinquish all
or part of the unexercised portion of the option for cash in the amount of the
difference between the aggregate value of the shares subject to the option and
the aggregate exercise price of the option. In the discretion of the optionee,
this amount may be paid in IPT common shares.

8. COMMITMENTS AND CONTINGENCIES

General Partners

The qualified REIT subsidiaries of IPT either control or serve as general
partner in limited partnerships and these subsidiaries may be liable for
recourse obligations of the limited partnerships if the limited partnerships
were unable to satisfy those obligations. IPT believes that each limited
partnership has more than adequate resources to discharge all recourse
obligations and maintain adequate insurance.

Loan Commitments

IPT is obligated to loan up to $500,000 to certain partnerships ($2,600,000
in aggregate) and $150,000 to certain other partnerships ($6,000,000 in
aggregate) at interest rates not to exceed the prime rate plus 2%. Subsidiaries
of IPT serve as general partner in these partnerships. There were no amounts
outstanding under these commitments at December 31, 1997 or 1996.

Year 2000 (Unaudited)

IPT is dependent upon Insignia for management and administrative services.
Insignia has completed an assessment and has determined that is will have to
modify or replace portions of its software so that its computer systems will
function properly with respect to dates in the year 2000 and thereafter. The
project is estimated to be completed not later than December 31, 1998, which is
prior to any anticipated impact on its operating systems. Insignia believes that
with modifications to existing software and conversions to new software, the
year 2000 issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed in a timely fashion, the year 2000 issue could have a material impact
on the operations of IPT.

F-31
<PAGE> 293
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Obligations to Former General Partners

Certain corporate general partners owned by IPT was acquired by Insignia
from unaffiliated prior owners. The acquisition agreements provided that
Insignia and IPT would be indemnified from claims attributable to events or
actions prior to their ownership, and Insignia (now IPT) indemnify the prior
owners from claims or causes of action arising after the change in ownership. In
addition, certain former owners of the general partners of seven limited
partners retained the obligation with respect to 100% (and in some instances
75%) for capital contributions that may be required by the general partners upon
windup of the applicable partnerships.

Environmental Liabilities

Under various Federal and state environmental laws and regulations, a
current or previous owner or operator of real estate may be required to
investigate and clean up certain hazardous or toxic substances or petroleum
product releases at the property, and may be held liable to a governmental
entity or to third parties for property damage and for investigation and cleanup
costs incurred by such parties in connection with contamination. In addition,
some environmental laws create a lien on the contaminated site in favor of the
government for damages and costs it incurs in connection with the contamination.
The owner or operator of a site may be liable under common law to third parties
for damages and injuries resulting from environmental contamination emanating
from the site. There can be no assurance that the Company, any of its
affiliates, or any assets owned or controlled by the Company or any of its
affiliates currently are in compliance with all of such laws and regulations, or
that the Company or its affiliates will not become subject to liabilities that
arise in whole or in part out of any such laws, rules or regulations. Management
is not currently aware of any environmental liabilities which are expected to
have a material adverse effect on the Company's operations or financial
condition.

Litigation

In January and February 1998, a limited partner in several partnerships in
which the Company owns limited partner interests commenced arbitration
proceedings and litigation against those partnerships and their corporate
general partners. The claims in both the arbitration and in complaints filed in
the Circuit Court of Jackson County, Missouri assert that the corporate general
partners owned by IPT breached certain contractual and fiduciary duties
allegedly owed to the claimant. The Company believes the claims asserted in
these proceedings to be without merit and intends to vigorously defend the
claims.

Certain subsidiaries and partnerships in which the Company owns limited
partner interests are defendants in lawsuits arising in the ordinary course of
business. Such lawsuits are primarily insured claims arising from accidents at
managed properties. Claims may demand substantial compensatory and punitive
damages. Management believes that the litigation will be resolved without a
material impact on the financial position or results of operations of the
Company.

9. RELATED PARTY TRANSACTIONS

Advisory Agreement

The Company initially engaged Insignia to provide a broad range of
services, including executive advisory, investment advisory, acquisition,
administrative, financial and accounting services. In consideration for these
services, the Company will pay Insignia an advisory fee as defined in the
Advisory Agreement adjusted annually based upon certain performance factors. The
initial fee for these services is $1.0 million divided equally between the two
components. In addition to the advisory fee, the Company agreed to pay to
Insignia an annual incentive fee on January 31 of each year beginning in 1998.
The incentive fee will be equal to 3% of the amount by which IPT's Funds from
Operations per share, as defined in the Advisory Agreement,
F-32
<PAGE> 294
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

for the year then ending exceeds 105% of the greater of IPT's Funds from
Operations per share for the preceding year or the highest level of Funds from
Operations per share of IPT attained during any previous calendar year,
multiplied by weighted average number of IPT common shares then outstanding
(including, for this purpose, all OP Units not owned by IPT). Finally, the
Company will reimburse Insignia for certain costs incurred in connection with
acquisition services and additional services provided to the Company. During
1997, $1.7 million was paid to Insignia in connection with the advisory
agreement, including $0.7 million for acquisition services which was capitalized
by IPT. No such amounts were incurred during 1996 and 1995.

Effective January 1, 1998, the Advisory Agreement between IPT, IPLP and
Insignia was terminated without penalty to IPT, IPLP or Insignia, and certain
provisions until then contained in the Advisory Agreement were incorporated into
the Partnership Agreement effective as of the same date. Also effective upon the
termination of the Advisory Agreement, IPT, IPLP and Insignia entered into the
Acquisition and Disposition Services Agreement. As of January 1, 1998, the
eleven employees of Insignia, who prior to that time had worked exclusively on
matters concerning IPT, became employees of IPT. Also, effective on that date,
certain executive officers of IPT, who are also employed as executive officers
of Insignia, received 510,000 restricted IPT common shares, in the aggregate,
which will vest ratably over a five-year period. The restricted shares received
by such officers constitutes the sole compensation that they will receive from
IPT for services rendered to IPT over such five-year period by such shared
employees.

Property Management

The Partnership Agreement requires IPT and IPLP to cause Insignia to be
retained as property manager for all properties now and hereafter controlled by
IPT pursuant to separate property management agreements. The property management
services to be provided by Insignia include (i) performing all accounting
functions incidental to the properties, such as rent processing and collection,
accounts payable (e.g., mortgages, taxes and insurance), payroll and financial
reporting, (ii) acting as a rental agent for the properties, and (iii)
overseeing the routine maintenance responsibilities relating to the properties.
The property management agreements generally provide for the payment of fees to
Insignia based on a percentage of rent collections from the managed properties.

The Partnership agreement also provides that if, after taking into account
certain equitable adjustments specified in the Partnership Agreement, IPLP may
be required pay an additional fee to Insignia (the "Contract Loss Fee") if
certain parameters are not met as specified in the Partnership Agreement.

IPT's obligation to cause Insignia to be retained as property manager for
all the properties controlled by IPT terminates, on a property by property
basis, upon the earliest to occur of (i) the termination of the Partnership
Agreement, (ii) the termination by Insignia of the applicable property
management agreement, (iii) the termination of the applicable property
management agreement by the applicable property-owning entity for cause (but not
for any other reason, notwithstanding that such termination may have been
expressly permitted by the terms of such property management agreement), or (iv)
such time as IPT no longer controls such property.

Partnership Administration Services

Insignia currently provides partnership administration services to each
Controlled Partnership. Such services, for which Insignia is typically paid on a
reimbursement basis only, generally include accounting functions, investor
relations and the preparation and filing of required reports under the Exchange
Act.

F-33
<PAGE> 295
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. SUBSEQUENT EVENTS

Raintree Apartment Acquisition

On January 28, 1998, Raintree Pensacola, L.P., a limited partnership
controlled by IPLP, acquired a property in Pensacola, Florida referred to as the
Raintree Apartments. The Raintree Apartments contain 168 residential apartment
units. The aggregate purchase price paid for the Raintree Apartments was
approximately $3.7 million.

December Tender Offers

On various dates in December 1997, a wholly-owned subsidiary of IPLP,
commenced tender offers to purchase units of limited partner interest in
Multi-Benefit Realty Fund 87-1, Century Properties Fund XIV, Century Properties
Fund XV, Century Properties Fund XVIII, Consolidated Capital Growth Fund,
Consolidated Capital Institutional Properties/3, Consolidated Capital Properties
V, Johnstown/Consolidated Income Partners and Shelter Properties VII Limited
Partnership. These tender offers expired in January and February 1998 with IPLP
acquiring additional limited partnership interest of approximately $11.0
million, including acquisition costs of approximately $0.6 million.

MAE GP Corporation Merger

Effective February 25, 1998, MAE GP Corporation, which until then was a
wholly-owned subsidiary of MAE LP, was merged with and into IPT, with IPT
surviving the merger (the "MAE GP Merger"). As consideration for the MAE GP
Merger, IPT issued 332,300 IPT Common Shares to MAE LP valued for purposes of
the MAE GP Merger at $10.53 per share. MAE GP Corporation owned or controlled
equity interests in entities which comprised or controlled the general partners
of 29 public and 61 private real estate limited partnerships (collectively, the
"MAE Partnerships"), nine of which are included in the IPT Partnerships. The MAE
Partnerships own, in the aggregate, 167 properties containing approximately
31,000 residential apartment units and approximately 2.2 million square feet of
commercial space. In connection with the MAE GP Merger, all of the AMIT Class B
Shares, which were until then owned by MAE GP Corporation, were transferred by
dividend to MAE prior to the MAE GP Merger.

MAE and Insignia Contributions to IPLP

In connection with the MAE GP Merger, on February 17, 1998, IPLP purchased
certain assets from MAE for approximately $596,000 cash. The assets purchased
from MAE consisted of (i) a 99% limited partner interest in Insignia Jacques
Miller, L.P. ("IJM"), which in turn owns non-controlling equity interests in
entities that comprise or control the general partners of 30 of the MAE
Partnerships and various notes receivable (the 1% general partner interest in
IJM was acquired by IPT from MAE GP in the MAE GP Merger), and (ii) a 6.557%
limited partner interest in Buccaneer Trace Limited Partnership, which owns a
208-unit residential apartment complex located in Savannah, Georgia.

Also in connection with the MAE GP Merger, on February 17, 1998, Insignia
contributed all of the limited partner interests it owned in the MAE
Partnerships to IPLP in exchange for OP Units. The value of the interests
contributed was approximately $5,460,000, for which Insignia received 518,528 OP
Units, based on a value of $10.53 per unit. The interests will be recorded at
the historical cost of Insignia.

Winthrop Option

On February 17, 1998, Insignia granted IPLP an option (the "Winthrop
Option") to acquire all but not less than all of the Winthrop Interest (acquired
by Insignia during 1997) at any time on or before December 31, 1998. The
Winthrop Option is exercisable by IPLP for an aggregate cash amount of
approximately $46 million, plus varying amounts of interest on approximately $40
million, of such amount at a
F-34
<PAGE> 296
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

rate equal to Insignia's cost of funds (based on the interest rate in effect
from time to time under Insignia's revolving credit agreement) and a ratable
portion of the transaction costs incurred by Insignia in connection with the
acquisition.

11. EVENTS (UNAUDITED) SUBSEQUENT TO INDEPENDENT AUDITORS' REPORT

Apartment Investment Management Company Merger

On October 1, 1998 Insignia merged its national residential property
management operations, and its controlling interest in Insignia Properties
Trust, with Apartment Investment Management Company ("AIMCO"), a publicly traded
real estate investment trust. In connection with the merger, AIMCO has committed
to offer to acquire the equity of IPT not owned by Insignia for not less than
$13.25 per share.

Angeles Mortgage Investment Trust Merger

On September 17, 1998, Angeles Mortgage Investment Trust ("AMIT"), an
unincorporated California Business Trust, was merged with and into IPT. The
merger provided that each AMIT Class A share was exchanged for 1.516 IPT common
shares and each outstanding AMIT Class B share was exchanged for 0.0309 IPT
common shares.

F-35
<PAGE> 297

SCHEDULE III
INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

REAL ESTATE AND ACCUMULATED DEPRECATION
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
GROSS AMOUNT AT WHICH CARRIED AT
DECEMBER 31, 1997
INITIAL COST -------------------------------------------
------------------ COST BUILDINGS
BUILDINGS CAPITALIZED AND
AND (REMOVED) RELATED
PERSONAL SUBSEQUENT TO PERSONAL ACCUMULATED
ENCUMBRANCES LAND PROPERTY ACQUISITION LAND PROPERTY TOTAL DEPRECIATION
------------ ------ --------- ------------- ------ --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Village of Pennbrook
Falls Township,
Pennsylvania....... $19,300 $1,529 $21,541 $1,154 $1,529 $22,695 $24,224 $1,867
======= ====== ======= ====== ====== ======= ======= ======

DATE OF DATE DEPRECIABLE
CONSTRUCTION ACQUIRED LIFE -- YEARS
------------ -------- -------------
<S> <C> <C> <C>
Village of Pennbrook
Falls Township,
Pennsylvania....... 1973 1/96 5-30
</TABLE>

F-36
<PAGE> 298

SCHEDULE III

INSIGNIA PROPERTIES TRUST AND PREDECESSOR ENTITIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
------- -------
<S> <C> <C>
Reconciliation of Real Estate
Balance at beginning of year.............................. $23,026 $ --
Acquisition............................................ 817 22,253
Apartment property improvements........................ 381 773
------- -------
Balance at end of year.................................... $24,224 $23,026
======= =======
Reconciliation of Accumulated Depreciation
Balance at beginning of year.............................. $ 901 $ --
Additions charged to expense........................... 966 901
------- -------
Balance at end of year.................................... $ 1,867 $ 901
======= =======
</TABLE>

F-37
<PAGE> 299

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Partners
Shelter Properties Partnerships

We have audited the accompanying combined balance sheets of Shelter
Properties Partnerships as of December 31, 1996 and 1995, and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows for each of the three years in the period ended December 31, 1996.
Our audits also included the financial statement schedule included on pages F-49
to F-51. These financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of the Shelter
Properties Partnerships at December 31, 1996 and 1995, and the combined results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina
February 5, 1997

F-38
<PAGE> 300

SHELTER PROPERTIES PARTNERSHIPS

COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
--------- --------
<S> <C> <C>
Cash:
Unrestricted.............................................. $ 15,741 $ 11,607
Restricted................................................ 986 983
Accounts receivable......................................... 125 118
Escrow for taxes and insurance.............................. 1,466 1,196
Restricted escrows.......................................... 5,505 4,400
Other assets................................................ 2,480 2,118
Investment properties:
Land...................................................... 13,715 13,714
Buildings and related personal property................... 180,571 177,167
--------- --------
194,286 190,881
Less accumulated depreciation............................. (101,529) (94,084)
92,757 96,797
--------- --------
$ 119,060 $117,219
========= ========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
Accounts payable.......................................... $ 892 $ 1,411
Tenant security deposits.................................. 986 972
Accrued taxes............................................. 1,375 978
Other liabilities......................................... 1,733 2,963
Mortgage notes payable.................................... 87,997 83,744
--------- --------
92,983 90,068
Partners' capital (deficit):
General partners.......................................... (854) (856)
Limited partners.......................................... 26,931 28,007
--------- --------
26,077 27,151
--------- --------
$ 119,060 $117,219
========= ========
</TABLE>

See accompanying notes.

F-39
<PAGE> 301

SHELTER PROPERTIES PARTNERSHIPS

COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Revenues
Rental income............................................. $36,287 $36,170 $34,667
Other income.............................................. 2,366 2,161 1,960
------- ------- -------
Total revenue..................................... 38,653 38,331 36,627
Expenses
Operating................................................. 12,401 12,506 12,559
General and administrative................................ 1,148 2,045 986
Maintenance............................................... 6,237 6,253 6,070
Depreciation.............................................. 7,658 7,776 7,448
Interest.................................................. 7,734 8,156 8,405
Property taxes............................................ 2,660 2,599 2,654
------- ------- -------
Total expenses.................................... 37,838 39,335 38,122
Casualty gain............................................... -- 199 2
Gain (loss) on sale of property, net........................ -- 1,296 (60)
------- ------- -------
Income (loss) before extraordinary item..................... 815 491 (1,553)
Extraordinary item -- early extinguishment of debt.......... (633) -- (87)
------- ------- -------
Net income (loss)........................................... $ 182 $ 491 $(1,640)
======= ======= =======
</TABLE>

See accompanying notes.

F-40
<PAGE> 302

SHELTER PROPERTIES PARTNERSHIPS

COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
LIMITED
PARTNERSHIP GENERAL LIMITED
UNITS PARTNERS PARTNERS TOTAL
----------- -------- -------- --------
<S> <C> <C> <C> <C>
Net original capital contributions.................. 192,362 $ 10 $161,716 $161,726
======== ===== ======== ========
Partners' (deficit) capital at December 31, 1993.... 192,362 $(817) $ 32,926 $ 32,109
Distributions payable to partners................. -- (15) (1,492) (1,507)
Net (loss) for the year ended December 31, 1994... -- (16) (1,624) (1,640)
-------- ----- -------- --------
Partners' (deficit) capital at December 31,
1994........................................... 192,362 (848) 29,810 28,962
Distributions payable to partners................. -- (13) (2,289) (2,302)
Net income for the year ended December 31, 1995... -- 5 486 491
-------- ----- -------- --------
Partners' (deficit) capital at December 31, 1995.... 192,362 (856) 28,007 27,151
Distributions payable to partners................. -- -- (1,256) (1,256)
Net income for the year ended December 31, 1996... -- 2 180 182
-------- ----- -------- --------
Partners' (deficit) capital at December 31, 1996.... $192,362 $(854) $ 26,931 $ 26,077
======== ===== ======== ========
</TABLE>

See accompanying notes.

F-41
<PAGE> 303

SHELTER PROPERTIES PARTNERSHIPS

COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1996 1995 1994
-------- ------- -------
<S> <C> <C> <C>
Operating activities
Net income (loss)......................................... $ 182 $ 491 $(1,640)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation........................................... 7,658 7,776 7,448
Amortization of discounts and loan costs............... 757 795 786
Casualty (gain)........................................ -- (199) (2)
(Gain) loss on sale of property........................ -- (1,296) 60
Extraordinary item -- early extinguishment of debt..... 633 -- 87
Change in accounts:
Restricted cash...................................... (4) 24 (77)
Accounts receivable.................................. (6) (42) 118
Escrows for taxes.................................... (271) 184 196
Other assets......................................... (168) (3) 71
Accounts payable..................................... (608) 376 (214)
Tenant security liability............................ 16 (52) 95
Accrued taxes........................................ 396 (200) (86)
Other liabilities.................................... (230) 78 46
-------- ------- -------
Net cash provided by operating activities................... 8,355 7,932 6,888
Investing activities
Property improvements and replacements.................... (3,594) (4,392) (3,670)
Deposits to restricted escrows............................ (1,422) (793) (860)
Receipts from restricted escrows.......................... 318 1,095 1,487
Proceeds from sale of property............................ -- 2,412 --
Insurance proceeds from property damage................... 59 296 89
Condemnation proceeds..................................... -- -- 14
-------- ------- -------
Net cash used in investing activities....................... (4,639) (1,382) (2,940)
Financing activities
Payments on mortgage notes payable........................ $ (2,820) $(2,294) $(2,114)
Repayment of mortgage notes payable....................... (13,094) -- (7,371)
Proceeds from long-term borrowings........................ 19,250 -- 7,074
Loan costs................................................ (597) -- (91)
Debt extinguishment costs................................. (66) -- (21)
Distributions paid........................................ (2,255) (1,309) (1,505)
-------- ------- -------
Net cash provided by (used in) financing activities....... 418 (3,603) (4,028)
-------- ------- -------
Net increase (decrease) in cash........................... 4,134 2,947 (80)
Cash at beginning of year................................. 11,607 8,660 8,740
-------- ------- -------
Cash at end of year....................................... $ 15,741 $11,607 $ 8,660
======== ======= =======
Supplemental disclosure of cash flow information
Cash paid for interest.................................... $ 6,989 $ 7,374 $ 7,621
======== ======= =======
</TABLE>

See accompanying notes.

F-42
<PAGE> 304

SHELTER PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

Insignia Properties Trust ("IPT" or "the Company") was formed in 1996 by
Insignia Financial Group, Inc. ("Insignia") for the purpose of acquiring and
owning interests in multifamily residential properties, including limited and
general partner interests in partnerships which hold such real estate
properties. IPT has been organized in a manner that will allow it to be taxed as
a real estate investment trust ("REIT") under the Internal Revenue Code of 1986
beginning with the taxable year ended December 31, 1996. Insignia and its
affiliates have transferred to IPT equity interests in entities comprising or
controlling the general partners of 46 public real estate limited partnerships
(the "Equity Partnerships") in exchange for shares of beneficial interest of
IPT. IPT has also issued common shares to Insignia and certain of its employees
and affiliates in exchange for the payment of certain obligations of IPT.
Insignia also transferred its limited partnership interests in certain limited
partnerships, including Shelter Properties Partnerships (defined below), to
Insignia Properties L.P. ("IPLP") in exchange for units of IPLP.

IPT is 98% owned by Insignia, with the remainder of its shares owned by
Metropolitan Asset Enhancement L.P., an affiliated company or certain Insignia
employees. As of December 31, 1996, IPLP is owned 57% by IPT with Insignia
owning the remaining 43%.

The accompanying financial statements represent the combined financial
statements applicable to certain assets and entities contributed to IPT as a
part of its formation.

Basis of Presentation

The accompanying combined financial statements include the assets,
liabilities and results of operations of 5 partnerships that Insignia acquired
limited partnership interests in during May 1995 as a result of tender offers.
Insignia subsequently transferred such partnership interests to IPT. Such
combined group is herein referred to as the Shelter Properties Partnerships (the
"Partnerships"). These Partnerships are part of the Equity Partnerships
mentioned above. The Partnerships operate apartment properties located in the
south and southwest.

The Partnerships included in these combined financial statements and IPT's
ownership interest in each are as follows:

<TABLE>
<CAPTION>
OWNERSHIP
PARTNERSHIP PERCENTAGE
----------- ----------
<S> <C>
Shelter Properties I........................................ 27%
Shelter Properties II....................................... 23%
Shelter Properties III...................................... 24%
Shelter Properties V........................................ 26%
Shelter Properties VI....................................... 20%
</TABLE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination

The combined financial statements include all of the accounts of the
Partnerships and their majority owned partnerships. All significant
interpartnership balances have been eliminated.

F-43
<PAGE> 305
SHELTER PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Use of Estimates

Escrows for Taxes and Insurance

Currently, these funds are held by the Partnerships for the Partnerships'
properties. All tax escrow funds are designated for the payment of real estate
taxes.

Restricted Escrows

The Partnerships' maintain a capital improvement and a repair and
maintenance escrow account in which the funds deposited into these accounts are
designated for capital improvements or repairs and maintenance. Certain of these
accounts require the properties to maintain a per apartment unit balance in
reserve to cover necessary repairs and maintenance.

Depreciation

Depreciation is provided by the straight-line method over the estimated
lives of the apartment properties and related personal property. The estimated
lives of the apartment properties are from 15 to 37 years and the estimated
lives of the related personal property is from 5 to 7 years.

Loan Costs

Loan costs are included in other assets and are being amortized on a
straight-line basis over the life of the loans.

Unrestricted Cash

Unrestricted cash includes cash on hand and in banks, demand deposits,
money market investments, and certificates of deposit with original maturities
less than 90 days. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.

Restricted Cash -- Tenant Security Deposits

The Partnerships require security deposits from lessees for the duration of
the lease and such deposits are considered restricted cash. Deposits are
refunded when the tenant vacates, provided the tenant has not damaged the unit
and is current on rental payments.

General and Limited Partner Allocations

Profits, gains, losses and cash distributions are allocated between general
and limited partners in accordance with the provisions of the respective
partnership agreements. In accordance with the partnership agreements, the
general partners of the partnerships may designate a portion of cash generated
from operations as "other reserves" in determining net cash from operations
available for distributions. At December 31, 1996, approximately $2 million has
been designated as other reserves.

Leases

The Partnerships generally lease apartment units for twelve-month terms or
less. The Partnerships recognize income as earned on its leases. In addition,
the Corporate General Partner's policy is to offer rental
F-44
<PAGE> 306
SHELTER PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

concessions during particularly slow months or in response to heavy competition
from other similar complexes in the area. Concessions are charged to expense as
incurred.

Investment Properties

The Partnerships have adopted FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. For the years ended December 31, 1996, 1995 and 1994, no
adjustments for impairment of value were recorded. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount. The
effect of adoption was not material.

Advertising

The Partnerships expense the costs of advertising as incurred. Advertising
expense, included in operating expenses, was approximately $433,000 (1996),
$411,000 (1995) and $445,000 (1994), respectively.

Fair Value

The Partnerships have implemented FASB Statement No. 107, "Disclosure about
Fair Value of Financial Instruments," which requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. The carrying amount of the Partnerships' cash and investments
approximates fair value due to short-term maturities. The Partnerships estimate
the fair value of its fixed rate mortgages by discounted cash flow analysis,
based on estimated borrowing rates currently available to the Partnership.

3. MORTGAGES PAYABLE

Mortgages payable, which are collateralized by substantially all investment
properties are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1996 1995
------- -------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
First mortgages with fixed interest rates ranging from 7.33%
to 7.5%, due at various dates through 2003................ $24,042 $ 4,866
First and second mortgages with fixed interest rates of
7.6%, maturing on November 15, 2002....................... 58,533 60,042
First and second mortgages with fixed interest rates at
7.83%, due on October 15, 2003............................ 1,727 1,746
Primarily first mortgages with fixed interest rates ranging
from 8.00%-9.5%, due at various dates through 2006........ -- 12,621
First mortgage with fixed interest rate at 10.375%, due on
December 10, 2016......................................... 6,629 6,722
First mortgage with a variable interest rate due on June 10,
2001...................................................... -- 1,600
------- -------
90,931 87,597
Less unamortized discounts.................................. (2,934) (3,853)
------- -------
Total mortgage payable............................ $87,997 $83,744
======= =======
</TABLE>

F-45
<PAGE> 307
SHELTER PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated fair values of the Partnerships' aggregate debt approximates
its carrying value. This estimate is not necessarily indicative of the amounts
the Partnerships may pay in actual market transactions.

The Partnerships exercised an interest rate buy-down option for some of the
refinanced mortgage notes reducing the stated rate from 8.76% to 7.6% and 8.13%
to 7.83%. The fee for the interest rate reduction amounted to approximately
$4,731,000 and is being amortized as a loan discount by the interest method over
the life of the loan. The discount fee is reflected as a reduction of the
mortgage notes payable and increases the effective rate of the debt to 8.76% and
8.13%.

During 1996 and 1994, Shelter I and Shelter V refinanced various
properties. As a result of the refinancings, the Partnerships recorded
extraordinary losses of approximately $633,000 (1996) and $87,000 (1994).

Annual principal payments and maturities in all mortgages payable are as
follows (in thousands):

<TABLE>
<S> <C>
1997..................................................... $ 1,836
1998..................................................... 1,985
1999..................................................... 6,653
2000..................................................... 2,208
2001..................................................... 2,385
Thereafter................................................. 75,864
-------
$90,931
=======
</TABLE>

The mortgages payable are nonrecourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Also, all of the mortgages require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.

4. INCOME TAX

The Partnerships have each received rulings from the Internal Revenue
Service that they will be classified as partnerships for Federal income tax
purposes. Accordingly, no provision for income taxes has been made in the
financial statements of the Partnerships. Taxable income or loss is reported in
the income tax returns of its partners.

The following is a reconciliation between the Partnerships' reported
amounts and Federal tax basis of net assets and liabilities (in thousands):

<TABLE>
<S> <C>
Net assets as reported...................................... $26,077
Land and buildings.......................................... 18,244
Accumulated depreciation.................................... (60,460)
Syndication fees............................................ 20,272
Other....................................................... 688
-------
Net assets -- tax basis..................................... $ 4,821
=======
</TABLE>

The aggregate cost of the Real Estate for Federal income tax purposes for
1996 and 1995, respectively, is approximately $213 million and $209 million. The
accumulated depreciation taken for Federal income tax purposes for 1996 and
1995, respectively, is approximately $162 million and $152 million.

F-46
<PAGE> 308
SHELTER PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

5. TRANSACTIONS WITH AFFILIATES

The Partnerships have no employees and are dependent on the Corporate
General Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnerships. Balances and other transactions with
Insignia Financial Group, Inc. and affiliates in 1996, 1995 and 1994 are as
follows (in thousands):

The Partnerships insure their properties under a master policy through an
agency and insurer unaffiliated with the Corporate General Partner. An affiliate
of the Corporate General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner who receives payment on these obligations from the agent. The amount of
the Partnerships' insurance premiums accruing to the benefit of the affiliate of
the Corporate General Partner by virtue of the agent's obligations is not
significant.

A director of Insignia Financial Group, Inc. is affiliated with a
professional legal association that received fees in connection with the 1996
refinancings. These fees totaled $36,000 and have been capitalized as loan
costs.

6. SALE OF PROPERTY

On September 29, 1995, Shelter V sold Marble Hills Apartments to an
unaffiliated party. The buyer assumed the related mortgage notes payable. The
total outstanding balance on the mortgage notes payable was approximately
$3,344,000. The carrying amount of the property was approximately $2,412,000
after payment of closing costs. This disposition resulted in a gain of
approximately $1,296,000. Operating revenues and expenses from Marble Hills were
approximately $1,214,000 and $1,206,000 for 1995 and approximately $1,242,000
and $1,365,000 for 1994, respectively.

7. CASUALTIES AND CONDEMNATIONS

The partnerships at times have casualty events which result in gains and
losses. During 1995 and 1994, the partnerships recorded $199,000 and $2,000 in
gains resulting from casualty events, respectively. In addition, the
partnerships recorded a gain of $14,000 in 1994 from the condemnation of land
for a road widening project.

8. CONTINGENCIES

Tender Offer Litigation

On or about April 26 and 27, 1995, six entities ("Affiliated Purchaser")
affiliated with the Partnerships commenced tender offers for limited partner
interests in six limited partnerships. On May 27, 1995, the Affiliated Purchaser
acquired 12,616 Units of the Partnerships pursuant to the tender offer. On or
about May 12, 1995, in the United States District Court for the District of
South Carolina, certain limited partners
F-47
<PAGE> 309
SHELTER PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

of the Shelter Properties Partnerships commenced a lawsuit, on behalf of
themselves, on behalf of a putative class of plaintiffs, and derivatively on
behalf of the Partnerships, challenging the actions taken by defendants
(including Insignia, the acquiring entities and certain officers of Insignia) in
the management of the Shelter Properties Partnerships and in connection with the
tender offers and certain other matters.

The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the Partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the Partnerships in
order to perpetuate the revenues derived by Insignia (an affiliate of the
Corporate General Partner) and its affiliates from the Partnerships, (ii) the
defendants' actions reduced the demand for the Partnerships' limited partner
interests in the limited resale market by artificially depressing the trading
prices for limited partners' interests in order to create a favorable
environment for the tender offers; (iii) through the tender offers, the
acquiring entities sought to acquire effective voting control over the
Partnerships while paying highly inadequate prices; and (iv) the documents
disseminated to the class in connection with the tender offers contained false
and misleading statements and omissions of material facts concerning such issues
as the advantages to limited partners of tendering pursuant to the tender
offers, the true value of the interest, the true financial condition of the
Partnerships, the factors affecting the likelihood that properties owned by the
Partnerships will be sold or liquidated in the near future, the liquidity and
true value of the limited partner interests, the reasons for the limited
secondary market for limited partner interests, and the true nature of the
market for the underlying real estate assets owned by the Shelter Properties
Partnerships, all in violation of the Federal securities laws.

On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, waiver by the Shelter Properties Partnerships' general
partners of any right to certain proceeds from a sale or refinancing of the
Partnerships' properties; some restrictions on Insignia's ability to vote the
limited partner interests it acquired; payment of $1.25 million (which amount is
divided among the various partnerships and acquiring entities) for plaintiffs'
attorney fees and expenses in the litigation; and general releases of all the
defendants. Approximately $975,000 was paid by the Partnerships and was expensed
in 1995.

On June 24, 1996, after notice to the class and a hearing on the fairness
and adequacy of the notice and the terms of settlement, the court orally
approved the settlement. The court signed the formal order on July 30, 1996. No
appeal was filed within thirty days after the court entered the formal order,
and the settlement became effective on August 30, 1996. The Affiliated Purchaser
made the payments to investors in accordance with the settlement in early
September 1996.

General Contingencies

Certain of the partnerships are subject to various legal proceedings and
claims arising in the ordinary course of business, some of which are covered by
insurance. Management of the partnerships believes the ultimate resolution of
these matters is not likely to have a material adverse effect on the combined
financial statements.

9. EVENT (UNAUDITED) SUBSEQUENT TO INDEPENDENT AUDITORS' REPORT

Apartment Investment Management Company Merger

On October 1, 1998 Insignia merged its national residential property
management operations, and its controlling interest in Insignia Properties
Trust, with Apartment Investment Management Company ("AIMCO"), a publicly traded
real estate investment trust. AIMCO now controls the General Partners of the
Shelter Properties Partnerships.

F-48
<PAGE> 310

SCHEDULE III
SHELTER PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>

INITIAL COST
------------------- COST
BUILDINGS CAPITALIZED
AND (REMOVED)
PERSONAL SUBSEQUENT TO
ENCUMBRANCES LAND PROPERTY ACQUISITION
------------ ------- --------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Carriage House
Gastonia, North
Carolina................. $ 2,090 $ 166 $ 3,038 $ 592
Colony House Apartments
Murfreesboro,
Tennessee................ 2,474 183 4,408 1,069
Essex Park Apartments
Columbia, South
Carolina................. 3,318 473 7,406 1,820
Foxfire Apartments
Atlanta, Georgia......... 4,792 830 9,122 301
Foxfire/Barcelona.......... 5,916 1,191 9,998 86
Durham, North Carolina... -- -- -- --
Heritage Pointe Apartments
Rome, Georgia............ 1,400 239 2,410 637
Lake Johnson Mews
Apartments
Raleigh, North
Carolina................. 4,350 338 6,725 1,031
Milhopper Village
Apartments
Gainesville, Florida..... 2,700 239 4,305 949
North River Village
Apartments
Atlanta, Georgia......... 1,727 336 4,085 1,187
Nottingham Square
Des Moines, Iowa......... 8,185 1,133 9,980 2,274
Old Salem Apartments
Charlottesville,
Virginia................. 6,629 654 12,664 2,306
Parktown Townhouses
Deer Park, Texas......... 3,318 1,095 5,329 2,972
Quail Hollow Apartments
West Columbia, South
Carolina................. 2,850 459 3,754 1,022

<CAPTION>
GROSS AMOUNTS AT WHICH CARRIED AT
DECEMBER 31, 1996
---------------------------------------------
BUILDINGS
AND
RELATED
PERSONAL ACCUMULATED DATE OF DATE DEPRECIABLE
LAND PROPERTY TOTAL DEPRECIATION CONSTRUCTION ACQUIRED LIFE-YEARS
------- --------- -------- ------------ ------------ -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Carriage House
Gastonia, North
Carolina................. $ 166 $ 3,630 $ 3,796 $ 1,906 1970-71 6/29/84 5-27
Colony House Apartments
Murfreesboro,
Tennessee................ 183 5,477 5,660 2,989 1970-72 10/30/81 5-36
Essex Park Apartments
Columbia, South
Carolina................. 473 9,226 9,699 5,074 1973 10/29/81 5-36
Foxfire Apartments
Atlanta, Georgia......... 830 9,423 10,253 5,630 1969-71 7/19/83 5-29
Foxfire/Barcelona.......... 1,191 10,084 11,275 5,225 1973 3/28/85 5-29
Durham, North Carolina... -- -- -- -- 1975 9/30/84 5-31
Heritage Pointe Apartments
Rome, Georgia............ 239 3,047 3,286 2,218 1967-70 9/15/80 5-35
Lake Johnson Mews
Apartments
Raleigh, North
Carolina................. 338 7,756 8,094 3,907 1972-73 9/30/83 5-30
Milhopper Village
Apartments
Gainesville, Florida..... 239 5,254 5,493 2,820 1970-76 11/22/83 5-29
North River Village
Apartments
Atlanta, Georgia......... 336 5,272 5,608 2,909 1969 4/21/82 5-32
Nottingham Square
Des Moines, Iowa......... 1,133 12,254 13,387 6,083 1972 8/31/84 5-29
Old Salem Apartments
Charlottesville,
Virginia................. 654 14,970 15,624 8,018 1969-71 8/25/83 5-28
Parktown Townhouses
Deer Park, Texas......... 1,095 8,301 9,396 5,725 1969 3/1/81 5-35
Quail Hollow Apartments
West Columbia, South
Carolina................. 459 4,776 5,235 3,421 1973 9/1/80 5-34
</TABLE>

F-49
<PAGE> 311

SCHEDULE III

SHELTER PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECATION -- (CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>

INITIAL COST
------------------- COST
BUILDINGS CAPITALIZED
AND (REMOVED)
PERSONAL SUBSEQUENT TO
ENCUMBRANCES LAND PROPERTY ACQUISITION
------------ ------- --------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Raintree Apartments
Anderson, South
Carolina................. $ 1,472 $ 184 $ 3,184 $ 620
River Reach
Jacksonville, Florida.... 7,693 1,872 10,854 1,418
Rocky Creek
Augusta, Georgia......... 2,268 168 3,821 486
Signal Pointe Apartments
Winter Park, Florida..... 4,399 535 8,062 2,515
Stone Mountain West
Apartments
Stone Mountain,
Georgia.................. 3,000 210 3,408 988
Tar River Estates
Greenville, North
Carolina................. 5,165 474 9,985 2,593
The Lexington Apartments
Sarasota, Florida........ 3,740 1,102 6,620 1,965
Village Garden
Fort Collins, Colorado... 2,663 420 3,050 472
Willowick Apartments
Greenville, South
Carolina................. 1,296 289 3,563 587
Windsor Hills Apartments
Blacksburg, Virginia..... 4,536 520 4,575 1,082
Woodland Village Apartments
Columbia, South
Carolina................. 4,950 605 9,135 2,118
------- ------- -------- -------
$90,931 $13,715 $149,481 $31,090
======= ======= ======== =======

<CAPTION>
GROSS AMOUNTS AT WHICH CARRIED AT
DECEMBER 31, 1996
---------------------------------------------
BUILDINGS
AND
RELATED
PERSONAL ACCUMULATED DATE OF DATE DEPRECIABLE
LAND PROPERTY TOTAL DEPRECIATION CONSTRUCTION ACQUIRED LIFE-YEARS
------- --------- -------- ------------ ------------ -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Raintree Apartments
Anderson, South
Carolina................. $ 184 $ 3,804 $ 3,988 $ 2,486 1972-74 4/30/81 5-38
River Reach
Jacksonville, Florida.... 1,872 12,272 14,144 6,033 1971 1/30/85 5-27
Rocky Creek
Augusta, Georgia......... 168 4,307 4,475 1,946 1979 6/29/84 5-35
Signal Pointe Apartments
Winter Park, Florida..... 535 10,577 11,112 6,832 1970 6/30/81 5-37
Stone Mountain West
Apartments
Stone Mountain,
Georgia.................. 210 4,396 4,606 3,076 1972 12/31/80 5-37
Tar River Estates
Greenville, North
Carolina................. 474 12,578 13,052 6,861 1969-72 1/18/84 5-27
The Lexington Apartments
Sarasota, Florida........ 1,102 8,585 9,687 4,247 1973-82 10/31/83 5-34
Village Garden
Fort Collins, Colorado... 420 3,522 3,942 1,607 1974 3/1/85 5-30
Willowick Apartments
Greenville, South
Carolina................. 289 4,150 4,439 2,316 1974 6/30/82 5-32
Windsor Hills Apartments
Blacksburg, Virginia..... 520 5,657 6,177 4,237 1973 9/1/80 5-30
Woodland Village Apartments
Columbia, South
Carolina................. 605 11,253 11,858 5,963 1974 9/1/83 5-30
------- -------- -------- --------
$13,715 $180,571 $194,286 $101,529
======= ======== ======== ========
</TABLE>

F-50
<PAGE> 312

SCHEDULE III

SHELTER PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECATION -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Reconciliation of Real Estate
Balance at beginning of year.............................. $190,881 $194,997 $191,886
Property improvements.................................. 3,594 4,392 3,670
Disposal of property................................... (189) (655) (559)
Sale of apartment property............................. -- (7,853) --
-------- -------- --------
Balance at end of year.................................... $194,286 $190,881 $194,997
======== ======== ========
Reconciliation of Accumulated Depreciation
Balance at beginning of year.............................. $ 94,084 $ 90,437 $ 83,428
Additions charged to expense........................... 7,658 7,776 7,448
Sale of apartment property............................. -- (3,661) --
Disposal of property................................... (213) (468) (439)
-------- -------- --------
Balance at end of year.................................... $101,529 $ 94,084 $ 90,437
======== ======== ========
</TABLE>

F-51
<PAGE> 313

INDEPENDENT AUDITORS' REPORT

To the National Property Investors and
Century Properties Partnerships
Greenville, South Carolina

We have audited the accompanying combined balance sheets of National
Property Investors and Century Properties Partnerships as of December 31, 1996
and December 31, 1995, and the related combined statements of operations,
statements of changes in partners' capital and statements of cash flows for each
of the three years in the period ended December 31, 1996, (see Note 1). Our
audit also included the supplemental schedule as of December 31, 1996. These
financial statements are the responsibility of the Partnerships' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the combined financial position of
National Property Investors and Century Properties Partnerships as of December
31, 1996 and 1995, and the combined results of their operations and their cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles. Also in our opinion,
the related supplemental schedule, when considered in relation to the basic
combined financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

IMOWITZ KOENIG & CO. LLP
Certified Public Accountants

New York, N.Y.
February 18, 1997

F-52
<PAGE> 314

NATIONAL PROPERTY INVESTORS AND
CENTURY PROPERTIES PARTNERSHIPS

COMBINED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1995
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 44,080 $ 34,735
Other assets................................................ 24,757 17,956
Investment properties:
Land...................................................... 70,634 74,215
Buildings and related personal property................... 590,209 595,812
--------- ---------
660,843 670,027
Less accumulated depreciation............................. (312,410) (298,586)
--------- ---------
Net real estate............................................. 348,433 371,441
--------- ---------
Total assets...................................... $ 417,270 $ 424,132
========= =========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and other liabilities.................... $ 13,947 $ 10,305
Distribution payable...................................... 12,581 --
Mortgage notes payable.................................... 363,385 354,935
--------- ---------
Total liabilities................................. 389,913 365,240
Partners' capital (deficit):
General partners.......................................... (37,669) (36,877)
Limited partners.......................................... 65,026 95,769
--------- ---------
Total partners' capital........................... 27,357 58,892
--------- ---------
Total liabilities and partners' capital........... $ 417,270 $ 424,132
========= =========
</TABLE>

See accompanying notes and auditors' report.

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COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1995 1994
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Revenue:
Rental income............................................. $111,867 $115,759 $112,563
Other and interest income................................. 6,703 5,787 2,551
-------- -------- --------
Total revenue..................................... 118,570 121,546 115,114
Expenses:
Operating................................................. 63,107 63,802 61,615
General and administrative................................ 4,014 3,466 4,069
Depreciation.............................................. 22,464 23,551 24,382
Interest.................................................. 31,711 34,740 36,032
-------- -------- --------
Total expenses.................................... 121,296 125,559 126,098
Gain on sale of property.................................... 3,638 13,756 1,580
Loss on sale of property.................................... -- (592) (149)
Minority interest in joint venture.......................... -- (868) (145)
Impairment loss............................................. -- -- (500)
-------- -------- --------
Income (loss) before extraordinary item..................... 912 8,283 (10,198)
Extraordinary item -- early extinguishment of debt.......... (2,704) (3,158) (361)
-------- -------- --------
Net (loss) income................................. $ (1,792) $ 5,125 $(10,559)
======== ======== ========
</TABLE>

See accompanying notes and auditors' report.

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COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

<TABLE>
<CAPTION>
LIMITED
PARTNERSHIP GENERAL LIMITED
UNITS PARTNERS PARTNERS TOTAL
----------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Partners' (deficit) capital at December 31,
1993............................................ 1,012,492 $(35,774) $109,589 $ 73,815
Net (loss) for the year ended December 31, 1994... -- (835) (9,724) (10,559)
--------- -------- -------- --------
Partners' (deficit) capital at December 31,
1994............................................ 1,012,492 (36,609) 99,865 63,256
Distributions payable to partners................. -- (189) (9,300) (9,489)
Net (loss) income for the year ended December 31,
1995............................................ -- (79) 5,204 5,125
--------- -------- -------- --------
Partners' (deficit) capital at December 31,
1995............................................ 1,012,492 (36,877) 95,769 58,892
Distributions payable to partners................. -- (595) (29,148) (29,743)
Net (loss) for the year ended December 31, 1996... -- (197) (1,595) (1,792)
--------- -------- -------- --------
Partners' (deficit) capital at December 31,
1996............................................ 1,012,492 $(37,669) $ 65,026 $ 27,357
========= ======== ======== ========
</TABLE>

See accompanying notes and auditors' report.

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COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Operating activities
Net (loss) income......................................... $ (1,792) $ 5,125 $(10,559)
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation........................................... 22,464 23,551 24,382
Amortization of discounts and loan costs............... 2,457 2,910 2,731
Loss on disposal of property........................... -- 592 149
Gain on disposal of property........................... (3,638) (13,756) (1,580)
Provision for doubtful receivables..................... -- 10 --
Impairment loss........................................ -- -- 500
Minority interest in joint venture..................... -- 868 145
Accrued interest added to note principal............... -- 81 29
Deferred interest expense.............................. -- -- 21
Extraordinary item -- early extinguishment of debt..... 2,704 3,158 361
Change in accounts:
Other assets......................................... (787) (894) (1,930)
Accounts payable and other liabilities............... 4,621 (942) (1,153)
--------- -------- --------
Net cash provided by operating activities......... 26,029 20,703 13,096
Investing activities
Property improvements and replacements.................... (10,853) (6,215) (7,570)
Restricted cash (increase) decrease....................... (3,346) 1,563 1,343
Net proceeds from sale of property........................ 12,312 27,825 3,537
Proceeds for cash investments............................. -- -- 1,879
Proceeds from note receivable............................. -- -- 50
--------- -------- --------
Net cash (used in) provided by investing
activities...................................... (1,887) 23,173 (761)
Financing activities
Payments on mortgage notes payable........................ (5,898) (5,748) (7,857)
Repayment of mortgage notes payable....................... (133,054) (82,470) (79,491)
Proceeds from long-term borrowings........................ 147,032 79,643 74,100
Loan costs................................................ (4,520) (1,568) (1,887)
Debt extinguishment costs................................. (1,195) (1,766) --
Joint venture partner distributions....................... -- (1,640) (143)
Payment of deferred interest payable...................... -- (456) --
Due to affiliate.......................................... -- -- (103)
Repayment of note payable to affiliate of general
partner................................................ -- -- (978)
Distributions paid........................................ (17,162) (9,489) --
--------- -------- --------
Net cash used in financing activities............. (14,797) (23,494) (16,359)
--------- -------- --------
Net increase (decrease) in cash and cash
equivalents..................................... 9,345 20,382 (4,024)
Cash and cash equivalents at beginning of year.............. 34,735 14,353 18,377
--------- -------- --------
Cash and cash equivalents at end of year.................... $ 44,080 $ 34,735 $ 14,353
========= ======== ========
</TABLE>

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COMBINED STATEMENTS OF CASH FLOWS -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Supplemental disclosure of cash flow information
Cash paid for interest.................................... $ 28,270 $ 32,842 $ 33,956
========= ======== ========
Property improvements and replacements in notes payable..... $ -- $ 39 $ --
========= ======== ========
Supplemental disclosure of non-cash investing and financing
activities
Accrued interest added to note principal.................... $ -- $ -- $ 2,139
========= ======== ========
Replacement reserve holdback from proceeds of mortgage
refinancing............................................... $ -- $ -- $ 225
========= ======== ========
Property sales expenses accrued............................. $ -- $ 91 $ --
========= ======== ========
Accrued interest assumed by purchaser of disposed
property.................................................. $ 667 $ -- $ --
========= ======== ========
Mortgage note assumed by purchaser of disposed property..... $ 2,173 $ -- $ --
========= ======== ========
Mortgage assumed on property sale........................... $ -- $ 7,359 $ --
========= ======== ========
Accrued distribution to partners............................ $ 12,581 $ -- $ --
========= ======== ========
</TABLE>

See accompanying notes and auditors' report.

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NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization of Insignia Properties Trust

Insignia Properties Trust ("IPT" or the "Company") was formed in 1996 by
Insignia Financial Group, Inc. ("Insignia") for the purpose of acquiring and
owning interests in multifamily residential properties located throughout the
United States, including limited and general partner interests in partnerships
which hold such real estate properties. IPT has been organized in a manner that
will allow it to be taxed as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986 beginning with the taxable year ended December 31,
1996. Insignia and its affiliates have transferred to IPT equity interests in
entities comprising or controlling the general partners of 46 public real estate
limited partnerships (the "Equity Partnerships") in exchange for shares of
beneficial interest of IPT. IPT has also issued common shares to Insignia and
certain of its employees and affiliates in exchange for the payment of certain
obligations of IPT. Insignia also transferred its limited partnership interests
in certain limited partnerships, including National Property Investors and
Century Properties Partnerships (defined below), to Insignia Properties L.P.
("IPLP") in exchange for units in IPLP.

IPT is 98% owned by Insignia, with the remainder of its shares owned by
Metropolitan Asset Enhancement L.P. (an affiliated company) or certain Insignia
employees. As of December 31, 1996, IPLP is owned 57% by IPT with Insignia
owning the remaining 43%.

Basis of Presentation

The accompanying combined financial statements include the assets,
liabilities and results of operations of 13 partnerships that Insignia acquired
limited (and general) partnership interests in January 1996 as a result of an
acquisition. Such combined group is herein referred to as the National Property
Investors ("NPI") and Century Properties Partnerships ("CP") (the
"Partnerships"). These Partnerships are part of the Equity Partnerships
mentioned above.

The Partnerships included in these combined financial statements and IPLP's
limited partnership ownership interest in each, as of December 31, 1996, are as
follows:

<TABLE>
<CAPTION>
APPROXIMATE
OWNERSHIP
PARTNERSHIP PERCENTAGE
----------- -----------
<S> <C>
National Property Investors III ("NPI III")................. 45%
National Property Investors 4 ("NPI 4")..................... 54%
National Property Investors 5 ("NPI 5")..................... 46%
National Property Investors 6 ("NPI 6")..................... 44%
National Property Investors 7 ("NPI 7")..................... 42%
National Property Investors 8 ("NPI 8")..................... 37%
Century Properties Fund XIV ("CPF XIV")..................... 41%
Century Properties Fund XV ("CPF XV")....................... 40%
Century Properties Fund XVI ("CPF XVI")..................... 37%
Century Properties Fund XVII ("CPF XVII")................... 34%
Century Properties Fund XVIII ("CPF XVIII")................. 29%
Century Properties Fund XIX ("CPF XIX")..................... 27%
Century Properties Growth Fund XXII ("CPGF XXII")........... 20%
</TABLE>

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NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The ownership interests in CPF XIV and CPF XV do not include commercial
properties. IPLP did not acquire an economic interest in those properties.

The condensed, combined balance sheets of the commercial properties in CPF
XIV and CPF XV at December 31, 1996 and 1995; and the condensed, combined
statements of operations of the commercial properties in CPF XIV and CPF XV for
the years ended December 31, 1996, 1995 and 1994 are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1996 1995
------ -------
<S> <C> <C>
Total assets, primarily real estate at December 31, 1996 and
1995...................................................... $6,733 $18,575
====== =======
Liabilities, primarily mortgages payable.................... $4,176 $11,257
Equity...................................................... 2,557 7,318
------ -------
Total liabilities and equity...................... $6,733 $18,575
====== =======
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Total revenue.............................................. $1,889 $6,355 $5,960
Operating and other expenses............................... 715 2,476 2,452
Depreciation............................................... 549 1,483 1,437
Mortgage interest.......................................... 543 1,770 1,967
------ ------ ------
Total expenses................................... 1,807 5,729 5,856
Gain on sale of property................................... 3,638 3,857 --
Loss on sale of property................................... -- (592) --
------ ------ ------
Income before extraordinary item........................... 3,720 3,891 104
Extraordinary item:
Loss on early extinguishment of debt..................... (411) (189) --
------ ------ ------
Net income....................................... $3,309 $3,702 $ 104
====== ====== ======
</TABLE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination

The combined financial statements include all of the accounts of the
Partnerships and all majority owned partnerships. All significant
interpartnership balances have been eliminated.

Use of Estimates

Depreciation

Depreciation is provided by the straight-line method over the estimated
lives of the rental properties and related personal property ranging from 5 to
39 years.

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NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred Costs

Deferred costs represent deferred financing costs and deferred leasing
commissions and are included in other assets. Deferred financing costs are
amortized as interest expense over the lives of the related loans, or expensed,
if financing is not obtained. Deferred leasing commissions are amortized over
the life of the applicable lease. Such amortization is charged to operating
expenses. As of December 31, 1996 and 1995, accumulated amortization of deferred
costs totaled approximately $2,548,000 and $3,933,000, respectively.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash equivalents.
At certain times, the amount of cash deposited at a bank may exceed the limit of
insured deposits.

Leases

The Partnerships generally lease apartment units for twelve-month terms or
less and lease commercial units with remaining lease terms of up to five years.
The Partnership recognized income as earned on its leases.

Investment Properties

The Partnerships have adopted FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. For the year ended December 31, 1994, an adjustment for
impairment of value of $500,000 was recorded. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The effect of
adoption was not material.

Discounts on Notes Payable

Discounts on notes payable are amortized using the straight-line method
over the remaining terms of the related notes.

Income Taxes

Taxable income or loss of the Partnerships is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is made in
the financial statements of the Partnerships.

The tax basis of the Partnerships' assets and liabilities is approximately
$27.6 million less than the assets and liabilities as reported in the financial
statements.

The aggregate cost of the Real Estate for Federal income tax purposes at
December 31, 1996 and 1995, respectively, is approximately $662.2 million and
$675.7 million. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1996 and 1995, respectively, is approximately $453.1
million and $445.8 million.

Advertising

The Partnerships expense the costs of advertising as incurred.

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NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Fair Value

The Partnerships have implemented FASB Statement No. 107, "Disclosure about
Fair Value of Financial Instruments," which requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. The carrying amount of the Partnerships' financial instruments
(except for long term debt) approximates fair value due to short-term
maturities. The fair value of the Partnerships long term debt after discounting
the scheduled loan payments to maturity, approximates its carrying balance.

General and Limited Partner Allocations

Profits, gains, losses and cash distributions are allocated between general
and limited partners in accordance with the provisions of the respective
partnership agreements. Upon sale of all properties and termination of a
Partnership, the general partners may be required to contribute certain funds to
the Partnership in accordance with the partnership agreement.

3. MORTGAGES PAYABLE

Mortgages payable, which are collateralized by substantially all investment
properties are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1995
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
First mortgages with fixed interest rates ranging from 7.00%
to 7.33%, due at various dates through June 2021.......... $103,685 $ 6,963
First mortgages with fixed interest rates ranging from 7.50%
to 8.00%, maturing at various dates through September
2021...................................................... 112,011 87,237
First and second mortgages with fixed interest rates ranging
from 8.25% to 8.50%, due at various dates through July
2005...................................................... 54,538 72,346
First mortgages with fixed interest rates ranging from 8.56%
to 9.00%, due at various dates through December 2008...... 26,092 46,080
First mortgages with fixed interest rates ranging from 9.38%
to 10.64%, due at various dates through February 2002..... 41,202 59,762
First and second mortgages with fixed and variable interest
rates, due at various dates............................... 30,465 88,394
-------- --------
367,993 360,782
Less: unamortized discounts................................. (4,608) (5,847)
-------- --------
Total mortgages payable........................... $363,385 $354,935
======== ========
</TABLE>

The estimated fair value of the Partnerships' aggregate debt approximates
its carrying value. This estimate is not necessarily indicative of the amounts
the Partnerships may pay in actual market transactions.

During 1996, 1995 and 1994, various properties were either sold or
refinanced, which resulted in the Partnerships' recording extraordinary losses
of approximately $2,704,000 (1996), $3,158,000 (1995) and $361,000 (1994). The
extraordinary losses were incurred as a result of writing off unamortized loan
costs and prepayment premiums related to the old mortgages.

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NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Annual principal payments and maturities for all mortgages payable as of
December 31, 1996 are as follows (in thousands):

<TABLE>
<S> <C>
1997...................................................... $ 22,201
1998...................................................... 2,770
1999...................................................... 24,317
2000...................................................... 44,652
2001...................................................... 45,368
Thereafter................................................ 228,685
--------
$367,993
========
</TABLE>

The mortgages payable are nonrecourse and are secured by pledge of the
respective rental properties and by pledge of revenues from the respective
properties. Also, substantially all of the mortgages require prepayment
penalties if repaid prior to maturity and prohibit resale of the properties
subject to existing indebtedness.

As of December 31, 1996, one partnership was in default of a mortgage of
approximately $4,557,000 and in January 1997 two mortgages amounting to
approximately $12,510,000 on the same property were in default. The combined
carrying value of these properties at December 31, 1996 was approximately
$11,230,000.

4. TRANSACTIONS WITH AFFILIATES

Transactions with Insignia, NPI, and affiliates of Insignia and NPI in
1996, 1995 and 1994 are as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Property management fees................................... $5,687 $5,552 $4,758
Reimbursement for services of affiliates................... 2,326 2,701 2,658
Property insurance premiums................................ -- 3,218 1,054
Included in reimbursements for services of affiliates for 146 -- --
construction oversight costs.............................
Brokerage fees............................................. 1,057 181 --
Included in reimbursements for services of affiliates for 83 -- --
loan costs...............................................
Partnership management fees................................ 7 -- --
Management and operation fees paid to joint venture -- -- 104
partners.................................................
Fees for real estate tax appeals........................... -- 135 14
Administrative fees........................................ 185 -- --
</TABLE>

For the period of January 19, 1996 to December 31, 1996, the Partnerships
insured their properties under a master policy through an agency and insurer
unaffiliated with the Corporate General Partner. An affiliate of the Corporate
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the financial
obligations to the affiliate of the Corporate General Partner who receives
payment on these obligations from the agent. The amount of the Partnerships'
insurance premiums accruing

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NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

to the benefit of the affiliate of the Corporate General Partner by virtue of
the agent's obligations is not significant.

Prior to January 19, 1996, the Partnerships paid insurance premiums to the
Corporate General Partner under a master insurance policy arranged for by the
Corporate General Partner.

An affiliate of the Corporate General Partner has established a revolving
credit facility (the "Partnership Revolver"), with each NPI Partnership, to be
used to fund deferred maintenance and working capital needs of the NPI
Partnerships. The maximum draw available to the NPI Partnerships under the
Partnership Revolver is $2,800,000. In addition, an affiliate of the Corporate
General Partner has established a working capital line of credit for the CP
Partnerships of $150,000 per property. The maximum draw available to the CP
Partnerships under this credit facility was $5,100,000 at December 31, 1996.
There has been no loan activity or outstanding balances under these credit
facilities during the three year period ended December 31, 1996.

5. SALE OR DISPOSITION OF REAL ESTATE

On January 5, 1997, CPF XV sold Phoenix Business Park to an unrelated third
party for a contract price of $5,600,000. After payment of the mortgage payable,
closing costs and related expenses, CPF XV received proceeds of approximately
$2,314,000. A gain of approximately $1,000 will be recognized in 1997 on
disposition of the property. A loss on early extinguishment of debt of
approximately $233,000 will be recognized in 1997.

On April 26, 1996, CPF XIV sold The Oaks Shopping Center, located in
Beaumont, Texas. The buyer of the property assumed the outstanding debt on the
property, and CPF XIV received net proceeds of $1,000. As a result of the sale,
CPF XIV paid a disposition fee of approximately $16,000. For financial statement
purposes, the sale resulted in a gain of $65,000. The Partnership had recorded
an $883,000 provision for impairment in 1992.

On March 7, 1996, CPF XIV sold Broadway Trade Center located in San
Antonio, Texas, to an unaffiliated third party for $3,825,000. After repayment
of the first, second and third mortgages totaling $1,591,000 and closing
expenses of $244,000, the net proceeds received by CPF XIV were $1,990,000. As a
result of the loans being paid in full, an extraordinary loss representing the
remaining unamortized mortgage discount of $315,000 was recorded. For financial
statement purposes, the sale resulted in a gain of $1,531,000. CPF XIV had
previously recorded a $1,421,000 provision for impairment of value for the
property.

On February 12, 1996, CPF XIV sold University Square, located in Bozeman,
Montana, to an unaffiliated third party for $4,850,000. After closing expenses
of $231,000, the net proceeds received by CPF XIV were $4,619,000. For financial
statement purposes, the sale resulted in a gain of $1,416,000.

On February 1, 1996, CPF XV sold Northbank Office Complex, located in
Eugene, Oregon, to an unaffiliated third party for $4,605,000. After payment of
the mortgage totaling approximately $2,443,000 and closing expenses, the net
proceeds received by CPF XV were approximately $1,992,000. For financial
statement purposes, the sale resulted in a gain on disposal of property of
approximately $881,000 and an extraordinary loss on early extinguishment of debt
of approximately $96,000.

On December 29, 1995, CPF XV sold Farmers Lane Plaza, located in Santa
Rosa, California, to an unaffiliated third party for $8,750,000. Net proceeds to
CPF XV after payment of closing costs and existing debt were approximately
$3,995,000. The sale resulted in a gain of $3,618,000. Subsequent to the
closing, CPF XV paid $255,000 in additional costs in connection with the sale.

On November 9, 1995, CPF XIV sold Wingren Plaza, located in Dallas, Texas,
for $1,000,000. After closing expenses of $68,000, the net proceeds received by
CPF XIV were $932,000. For financial statement

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NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

purposes, the sale resulted in a gain of $239,000. CPF XIV had previously
recorded a $1,901,000 provision for impairment of value in 1991.

On October 6, 1995, CPF XIV sold Duck Creek Shopping Center, located in
Garland, Texas, for $2,250,000. After closing expenses of $138,000, the net
proceeds received by CPF XIV were $2,112,000. For financial statement purposes,
the sale resulted in a loss of $36,000.

On September 12, 1995, CPF XIV sold Greenbriar Plaza Shopping Center,
located in Duncanville, Texas, for $1,050,000. After closing expenses of
$70,000, the net proceeds received by CPF XIV were $980,000. For financial
statement purposes, the sale resulted in a loss of $556,000.

On April 12, 1995, an affiliate of CPF XV's joint venture partner in
Plumtree Apartments acquired, pursuant to a right of first refusal, Plumtree
Apartments for $12,500,000. After repayment of existing loans of $4,595,000, a
prepayment premium of $42,000 and closing expenses of $113,000, net proceeds
received by the joint venture were $7,750,000. CPF XV retained $6,229,000 of the
$7,750,000 proceeds in accordance with the joint venture agreement. For
financial statement purposes, the sale resulted in a gain of $7,866,000.

On August 18, 1995, CPGF XXII sold Monterey Village Apartments to an
unaffiliated third party for $10,609,000. After assumption of the mortgage
balance of $7,359,000 and closing costs, CPGF XXII received net proceeds of
$2,926,000. For financial reporting purposes, the sale resulted in a gain on
disposition of $2,033,000. CPGF XXII also recognized an extraordinary loss on
extinguishment of debt of $217,000 in 1995 due to the write-off of unamortized
loan costs.

On January 28, 1994, NPI 7 sold its California property to an unaffiliated
third party, subject to the first and second mortgages. NPI 7's share of the
proceeds after closing expenses was $2,866,000. The sale resulted in a gain of
approximately $105,000. NPI 7 had recorded a $525,000 provision for loss on
disposition of this property during 1992. Net cash proceeds to NPI 7, after
closing expenses and $239,000 to purchase the third mortgage, at a discount were
approximately $277,000.

On January 28, 1994, NPI 8 sold its California property to an unaffiliated
third party, subject to the first and second mortgages. NPI 8's share of the
proceeds after closing expenses was $5,819,000. The sale resulted in a gain of
approximately $229,000. NPI 8 had recorded a $1,063,000 provision for loss on
disposition of this property during 1992. Net cash proceeds to NPI 8, after
deducting closing expenses and $486,000 to purchase the third mortgage at a
discount, were approximately $563,000.

In February 1994, CPF XIX sold Plantation Forest Apartments, located in
Atlanta, Georgia for $2,450,000. After assumption of the existing loan of
$1,965,000 and costs of sale of $3,000, the proceeds to CPF XIX were $482,000.
The net loss on the sale was $149,000.

In February 1994, CPF XVIII sold Plantation Ridge Apartments, located in
Marietta, Georgia for $15,353,000. The existing loans of $13,653,000 were
assumed by the buyer at the time of sale. After assumption of the existing loans
and costs of the sale of $210,000, proceeds to CPF XVIII were $1,490,000. For
financial statement purposes, CPF XVIII recorded a $1,246,000 gain on sale of
property.

6. OPERATING LEASES

The Partnerships lease their residential properties under short-term
operating leases. Lease terms are generally one year or less in duration. The
Partnership expects that in the normal course of business, these leases will be
renewed or replaced by other leases. Commercial office property leases vary from
periods ranging up to five years. The future minimum rental payments to be
received under operating leases that have initial or

F-64
<PAGE> 326
NATIONAL PROPERTY INVESTORS AND
CENTURY PROPERTIES PARTNERSHIPS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

remaining noncancelable lease terms in excess of one year as of December 31,
1996, are as follows (in thousands):

<TABLE>
<S> <C>
1997........................................................ $279
1998........................................................ 230
1999........................................................ 110
2000........................................................ 73
2001........................................................ 45
Thereafter.................................................. --
----
$737
====
</TABLE>

For commercial leases with scheduled rental increases, rental income is
recognized on a straight-line basis over the life of the applicable leases.
There is no assurance that this income will continue at the same level when the
leases expire.

7. DISTRIBUTION PAYABLE

NPI 6 declared a distribution of approximately $10,621,000 in 1996 payable
to its partners. The distribution was paid in January 1997, with approximately
$10,515,000 being paid to the limited partners and approximately $106,000 being
paid to the Corporate General Partner. The distribution was from net proceeds
from mortgage refinancings and cash from operations.

NPI 7 declared a distribution of approximately $1,960,000 in 1996 payable
to its partners. The distribution was paid in January 1997, with approximately
$1,940,000 being paid to the limited partners and $20,000 being paid to the
Corporate General Partner.

F-65
<PAGE> 327

SCHEDULE III
NATIONAL PROPERTY INVESTORS AND CENTURY PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
GROSS AMOUNTS AT WHICH CARRIED AT
DECEMBER 31, 1996
INITIAL COST ---------------------------------------------
------------------- COST BUILDINGS
BUILDINGS CAPITALIZED AND
AND (REMOVED) RELATED
PERSONAL SUBSEQUENT TO PERSONAL ACCUMULATED
ENCUMBRANCES LAND PROPERTY ACQUISITION LAND PROPERTY TOTAL DEPRECIATION
------------ ------- --------- ------------- ------- --------- -------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alpine Village
Birmingham, AL.... $ 2,100 $ 359 $ 3,515 $ 1,096 $ 366 $ 4,604 $ 4,970 $ 3,003
Autumn Run Apts.
Naperville, IL.... 9,100 1,462 14,957 1,003 1,458 15,964 17,422 6,080
Cherry Creek Gardens
Apts. Englewood,
CA................ 7,766 1,320 11,879 1,448 1,320 13,327 14,647 6,419
Colony at Kenilworth
Towson, MA........ 7,985 1,306 13,187 4,881 1,366 18,008 19,374 12,291
Cooper's Pointe
Apts. Charleston,
SC................ 4,217 513 6,696 191 510 6,890 7,400 2,954
Cooper's Pond Apts.
Tampa, FL......... 7,771 1,476 12,505 216 1,315 12,882 14,197 6,593
Copper Mill Apts.
Richmond, VA...... 6,052 933 8,061 333 929 8,398 9,327 3,156
Creekside Apts.
Denver, CO........ 5,249 1,366 7,307 1,475 1,366 8,782 10,148 4,159
Fairview View I
Apts. Baton Rouge,
LA................ 4,000 762 7,048 1,115 767 8,158 8,925 5,592
Fairway II Apts.
Baton Rouge, LA... 4,200 1,086 8,788 474 1,094 9,254 10,348 4,642
Four Winds Apts.
Overland, KA...... 9,607 1,363 14,288 531 1,357 14,825 16,182 5,494
Gateway Park Dublin,
CA................ 1,518 484 1,135 176 487 1,308 1,795 684
Greenspoint Apts.
Phoenix, AZ....... 8,900 2,165 11,199 426 2,141 11,649 13,790 5,007
Hampton Green Apts.
Dallas, TX........ 5,755 2,086 9,474 568 2,086 10,042 12,128 4,375

DATE OF DATE DEPRECIABLE
CONSTRUCTION ACQUIRED LIFE-YEARS
------------ -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Alpine Village
Birmingham, AL.... 1972 10/16/84 5-27.5
Autumn Run Apts.
Naperville, IL.... 1987 6/1/86 5-30
Cherry Creek Gardens
Apts. Englewood,
CA................ 1979 9/1/82 5-30
Colony at Kenilworth
Towson, MA........ 1967 3/15/84 5-27.5
Cooper's Pointe
Apts. Charleston,
SC................ 1986 11/1/85 5-30
Cooper's Pond Apts.
Tampa, FL......... 1979-81 3/1/83 5-30
Copper Mill Apts.
Richmond, VA...... 1987 9/1/86 5-30
Creekside Apts.
Denver, CO........ 1974 10/1/82 5-30
Fairview View I
Apts. Baton Rouge,
LA................ 1974 5/31/84 5-27.5
Fairway II Apts.
Baton Rouge, LA... 1981 11/1/84 5-27.5
Four Winds Apts.
Overland, KA...... 1987 9/1/85 5-30
Gateway Park Dublin,
CA................ 1977 10/1/80 5-39
Greenspoint Apts.
Phoenix, AZ....... 1986 2/1/84 6-30
Hampton Green Apts.
Dallas, TX........ 1986 12/1/85 5-30
</TABLE>

F-66
<PAGE> 328

SCHEDULE III
NATIONAL PROPERTY INVESTORS AND CENTURY PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECIATION -- (CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
GROSS AMOUNTS AT WHICH CARRIED AT
DECEMBER 31, 1996
INITIAL COST ---------------------------------------------
------------------- COST BUILDINGS
BUILDINGS CAPITALIZED AND
AND (REMOVED) RELATED
PERSONAL SUBSEQUENT TO PERSONAL ACCUMULATED
ENCUMBRANCES LAND PROPERTY ACQUISITION LAND PROPERTY TOTAL DEPRECIATION
------------ ------- --------- ------------- ------- --------- -------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Huntington Apts.
Morrisville, NC... $ 3,583 $ 1,368 $ 9,233 $ 715 $ 1,376 $ 9,940 $ 11,316 $ 3,741
Lakeside Apts.
Lisle, IL......... 17,200 2,087 15,363 3,378 2,093 18,735 20,828 13,439
Lakeside Place Apts.
Houston, TX....... 14,636 3,659 21,481 5,025 3,659 26,506 30,165 13,811
The Landings Apts.
Tampa, FL......... 2,282 504 4,702 519 504 5,221 5,725 2,706
The Lodge Apts.
Denver, CO........ 5,775 1,575 8,580 1,808 1,577 10,386 11,963 4,886
McMillan Place Apts.
Dallas, TX........ 12,510 2,399 10,826 548 2,427 11,346 13,773 5,072
Misty Woods Apts.
Charlotte, NC..... 5,407 429 6,846 277 434 7,118 7,552 3,061
Northwood I & II
Apts. Pensacola,
FL................ 5,000 478 7,919 991 483 8,905 9,388 4,616
Oak Run Apts.
Dallas, TX........ 10,626 6,218 8,713 1,762 6,218 10,475 16,693 5,037
Oakwood Village
Orlando, FL....... 4,012 589 7,181 1,626 595 8,801 9,396 6,501
Overlook Apts. Salt
Lake City, UT..... 8,049 1,082 8,225 701 1,078 8,930 10,008 4,053
Palisades Apts.
Montgomery, AL.... 4,899 970 8,448 2,444 976 10,886 11,862 8,515
Patchen Place Apts.
Lexington, KY..... 3,000 706 6,409 1,286 714 7,687 8,401 4,765
Phoenix Business
Park Atlanta, GA.. 2,578 746 5,176 2,412 746 7,588 8,334 3,286

DATE OF DATE DEPRECIABLE
CONSTRUCTION ACQUIRED LIFE-YEARS
------------ -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Huntington Apts.
Morrisville, NC... 1986 2/1/88 5-29
Lakeside Apts.
Lisle, IL......... 1973-75 12/18/80 5-27.5
Lakeside Place Apts.
Houston, TX....... 1976-78 12/1/80 5-30
The Landings Apts.
Tampa, FL......... 1979 6/1/82 5-30
The Lodge Apts.
Denver, CO........ 1974 10/1/82 5-30
McMillan Place Apts.
Dallas, TX........ 1985 6/1/85 6-30
Misty Woods Apts.
Charlotte, NC..... 1986 6/1/85 6-30
Northwood I & II
Apts. Pensacola,
FL................ 1981 7/1/85 5-27.5
Oak Run Apts.
Dallas, TX........ 1979 11/1/83 5-30
Oakwood Village
Orlando, FL....... 1973 8/3/82 5-27.5
Overlook Apts. Salt
Lake City, UT..... 1984 7/1/83 5-30
Palisades Apts.
Montgomery, AL.... 1968-72 6/22/83 5-27.5
Patchen Place Apts.
Lexington, KY..... 1971 7/1/85 5-27.5
Phoenix Business
Park Atlanta, GA.. 1980 5/1/82 5-39
</TABLE>

F-67
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SCHEDULE III
NATIONAL PROPERTY INVESTORS AND CENTURY PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECIATION -- (CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
GROSS AMOUNTS AT WHICH CARRIED AT
DECEMBER 31, 1996
INITIAL COST ---------------------------------------------
------------------- COST BUILDINGS
BUILDINGS CAPITALIZED AND
AND (REMOVED) RELATED
PERSONAL SUBSEQUENT TO PERSONAL ACCUMULATED
ENCUMBRANCES LAND PROPERTY ACQUISITION LAND PROPERTY TOTAL DEPRECIATION
------------ ------- --------- ------------- ------- --------- -------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Pines Apts.
Roanoke, VA....... $ 3,517 $ 579 $ 6,521 $ 671 $ 584 $ 7,187 $ 7,771 $ 4,152
Pinetree Apts.
Charlotte, NC..... 2,241 493 3,873 1,726 499 5,593 6,092 3,979
Place du Plantier
Apts. Baton Rouge,
LA................ 3,800 840 7,773 1,197 844 8,966 9,810 6,204
Plantation Creek
Apts. Atlanta,
GA................ 15,788 2,653 20,827 1,990 2,655 22,815 25,470 10,025
Preston Creek Apts.
Dallas, TX........ 4,500 2,118 5,793 1,211 2,107 7,015 9,122 3,466
Promontory Point
Austin, TX........ 2,840 1,690 10,129 (180) 1,595 10,044 11,639 4,294
Rocky Ridge
Birmingham, AL.... 1,450 323 2,972 966 330 3,931 4,261 2,670
Sandspoint Apts.
Phoenix, AZ....... 9,887 2,124 13,158 761 2,146 13,897 16,043 6,058
Ski Lodge Apts.
Montgomery, AL.... 6,800 672 11,587 2,627 676 14,210 14,886 9,403
South Point Apts.
Durham, NC........ 4,600 859 7,686 570 863 8,252 9,115 4,197
St. Charleston
Village Apts. Las
Vegas, NV......... 6,210 751 7,322 1,423 743 8,753 9,496 4,920
Stoney Creek Apts.
Dallas, TX........ 6,995 1,803 12,509 (260) 1,689 12,363 14,052 5,461
Summerhill Apts.
Dallas, TX........ 2,930 1,003 6,069 830 999 6,903 7,902 3,600
Summerwalk Apts.
Winter Park, FL... 4,557 427 6,347 561 431 6,904 7,335 4,806

DATE OF DATE DEPRECIABLE
CONSTRUCTION ACQUIRED LIFE-YEARS
------------ -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
The Pines Apts.
Roanoke, VA....... 1978 4/1/85 5-27.5
Pinetree Apts.
Charlotte, NC..... 1974 7/80 5-27.5
Place du Plantier
Apts. Baton Rouge,
LA................ 1974 5/1/84 5-27.5
Plantation Creek
Apts. Atlanta,
GA................ 1977-78 6/1/84 5-30
Preston Creek Apts.
Dallas, TX........ 1979 8/1/81 5-30
Promontory Point
Austin, TX........ 1984 10/1/85 5-30
Rocky Ridge
Birmingham, AL.... 1973 10/16/84 5-27.5
Sandspoint Apts.
Phoenix, AZ....... 1986 2/1/84 6-30
Ski Lodge Apts.
Montgomery, AL.... 1977 7/19/84 5-27.5
South Point Apts.
Durham, NC........ 1980 3/1/86 5-27.5
St. Charleston
Village Apts. Las
Vegas, NV......... 1980 9/1/79 5-30
Stoney Creek Apts.
Dallas, TX........ 1983 6/1/85 5-30
Summerhill Apts.
Dallas, TX........ 1979 8/1/81 5-30
Summerwalk Apts.
Winter Park, FL... 1974 12/24/80 5-27.5
</TABLE>

F-68
<PAGE> 330

SCHEDULE III
NATIONAL PROPERTY INVESTORS AND CENTURY PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECIATION -- (CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
GROSS AMOUNTS AT WHICH CARRIED AT
DECEMBER 31, 1996
INITIAL COST ---------------------------------------------
------------------- COST BUILDINGS
BUILDINGS CAPITALIZED AND
AND (REMOVED) RELATED
PERSONAL SUBSEQUENT TO PERSONAL ACCUMULATED
ENCUMBRANCES LAND PROPERTY ACQUISITION LAND PROPERTY TOTAL DEPRECIATION
------------ ------- --------- ------------- ------- --------- -------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sun River Apts.
Tempe, AZ......... $ 6,278 $ 1,102 $ 8,770 $ 784 $ 1,090 $ 9,566 $ 10,656 $ 5,169
Sunrunner Apts. St.
Petersburg, FL.... 3,250 634 6,485 145 587 6,677 7,264 3,160
Torrey Pines Village
Apts. Las Vegas,
NV................ 3,697 460 4,595 1,020 455 5,620 6,075 3,095
The Village Apts.
Voorhees Township,
NJ................ 11,058 1,307 17,121 2,632 1,329 19,731 21,060 10,703
The Village in the
Woods Apts.
Cypress, TX....... 9,813 2,852 20,915 (9,497) 1,500 12,770 14,270 6,083
Village of Pennbrook
Falls Township,
PA................ 19,300 1,972 18,245 5,505 1,980 23,742 25,722 17,026
Williamsburg on the
Lake Indianapolis,
IN................ 7,400 590 14,822 2,808 594 17,626 18,220 10,174
Willow Park
Altamonte Springs,
FL................ 2,968 567 5,218 1,073 574 6,284 6,858 4,533
Wood Creek Apts.
Mesa, AZ.......... 12,810 2,130 13,440 535 2,117 13,988 16,105 6,339
Wood Lake Apts.
Atlanta, GA....... 7,649 1,206 10,980 612 1,206 11,592 12,798 5,299
Wood Ridge Apts.
Atlanta, GA....... 8,883 1,632 12,321 781 1,632 13,102 14,734 5,875
Woods of Inverness
Apts. Houston,
TX................ 5,205 1,292 10,305 (2,622) 905 8,070 8,975 4,167
Plantation Crossing
Apts. Atlanta,
GA................ 5,182 1,062 7,576 417 1,062 7,993 9,055 3,614
-------- ------- -------- ------- ------- -------- -------- --------
$363,385 $72,632 $532,500 $55,711 $70,634 $590,209 $660,843 $312,410
======== ======= ======== ======= ======= ======== ======== ========

DATE OF DATE DEPRECIABLE
CONSTRUCTION ACQUIRED LIFE-YEARS
------------ -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Sun River Apts.
Tempe, AZ......... 1981 11/1/80 5-30
Sunrunner Apts. St.
Petersburg, FL.... 1981 7/1/84 6-30
Torrey Pines Village
Apts. Las Vegas,
NV................ 1980 9/1/79 5-30
The Village Apts.
Voorhees Township,
NJ................ 1979-80 1/5/84 5-27.5
The Village in the
Woods Apts.
Cypress, TX....... 1983 10/1/82 5-30
Village of Pennbrook
Falls Township,
PA................ 1973 12/15/81 5-27.5
Williamsburg on the
Lake Indianapolis,
IN................ 1974-76 3/1/86 5-27
Willow Park
Altamonte Springs,
FL................ 1973 12/13/82 5-27.5
Wood Creek Apts.
Mesa, AZ.......... 1985 5/1/84 5-30
Wood Lake Apts.
Atlanta, GA....... 1983 12/1/83 5-30
Wood Ridge Apts.
Atlanta, GA....... 1982 4/1/84 6-30
Woods of Inverness
Apts. Houston,
TX................ 1981 7/1/82 5-30
Plantation Crossing
Apts. Atlanta,
GA................ 1980 6/84 6-30
</TABLE>

F-69
<PAGE> 331

NATIONAL PROPERTY INVESTORS AND
CENTURY PROPERTIES PARTNERSHIPS

REAL ESTATE AND ACCUMULATED DEPRECIATION -- (CONTINUED)
DECEMBER 31, 1996

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1996 1995 1994
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Reconciliation of Real Estate
Balance at beginning of year.............................. $670,026 $700,437 $730,969
Property improvements.................................. 10,853 6,215 7,570
Revaluation allowance on rental property sold.......... -- -- (3,073)
Cost of rental property disposed of.................... -- -- (20,288)
Disposal of properties................................. (20,036) (36,625) (14,741)
-------- -------- --------
Balance at end of year.................................... $660,843 $670,027 $700,437
======== ======== ========
Reconciliation of Accumulated Depreciation
Balance at beginning of year.............................. $298,584 $289,734 $278,090
Additions charged to expense........................... 22,464 23,551 24,382
Allowance for impairment of rental properties sold or
disposed of.......................................... -- -- (7,445)
Disposal of properties................................. (8,638) (14,699) (5,293)
-------- -------- --------
Balance at end of year.................................... $312,410 $298,586 $289,734
======== ======== ========
</TABLE>

F-70
<PAGE> 332

ANGELES MORTGAGE INVESTMENT TRUST

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
----------- ------------
(UNAUDITED)
<S> <C> <C>
Notes Receivable:
Mortgage notes receivable................................... $37,353,000 $39,347,000
Promissory notes receivable (primarily due from
affiliates)............................................... 6,110,000 6,789,000
----------- -----------
43,463,000 46,136,000
Less: Allowances for estimated losses....................... (8,147,000) (8,826,000)
----------- -----------
35,316,000 37,310,000
Foreclosed real estate held for sale........................ 8,755,000 4,521,000
Cash and cash equivalents................................... 6,248,000 3,947,000
Restricted cash............................................. 812,000 --
Accrued interest receivable................................. 604,000 654,000
Prepaid expenses and other assets........................... 130,000 98,000
----------- -----------
Total assets...................................... $51,865,000 $46,530,000
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses....................... $ 429,000 $ 588,000
Mortgage note payable....................................... 4,525,000 --
----------- -----------
Total liabilities................................. 4,954,000 588,000
----------- -----------
Shareholders' equity:
Class A Shares (2,617,000 issued and outstanding, $1.00 par
value, unlimited shares authorized)....................... 2,617,000 2,617,000
Class B Shares (1,675,113 issued and outstanding, $.01
value, unlimited shares authorized)....................... 14,000 14,000
Additional paid-in capital.................................. 50,199,000 50,199,000
Accumulated distributions in excess of cumulative net
income.................................................... (5,919,000) (6,888,000)
----------- -----------
Total shareholders' equity........................ 46,911,000 45,942,000
----------- -----------
Total liabilities and shareholders' equity........ $51,865,000 $46,530,000
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-71
<PAGE> 333

ANGELES MORTGAGE INVESTMENT TRUST

STATEMENTS OF OPERATIONS

(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Interest income.............................. $ 967,000 $1,357,000 $1,939,000 $2,525,000
Rental income, net........................... 275,000 32,000 361,000 99,000
Gain from sale of real property.............. -- 28,000 -- 28,000
Recovery of bad debts........................ 679,000 341,000 679,000 341,000
---------- ---------- ---------- ----------
Total revenue...................... 1,921,000 1,758,000 2,979,000 2,993,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
General and administrative................... 247,000 283,000 302,000 618,000
Amortization................................. 13,000 13,000 33,000 31,000
---------- ---------- ---------- ----------
Total costs and expenses........... 260,000 296,000 335,000 649,000
---------- ---------- ---------- ----------
NET INCOME................................... $1,661,000 $1,462,000 $2,644,000 $2,344,000
========== ========== ========== ==========
NET INCOME PER CLASS A SHARE................. $ 0.63 $ 0.55 $ 1.00 $ 0.89
========== ========== ========== ==========
CASH DISTRIBUTIONS PER CLASS A SHARE......... $ 0.32 $ 0.24 $ 0.64 $ 0.46
========== ========== ========== ==========
WEIGHTED AVERAGE CLASS A SHARES
OUTSTANDING................................ 2,617,000 2,617,000 2,617,000 2,617,000
========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-72
<PAGE> 334

ANGELES MORTGAGE INVESTMENT TRUST

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)

<TABLE>
<CAPTION>
ACCUMULATED
DISTRIBUTIONS
IN
EXCESS OF
ADDITIONAL CUMULATIVE
CLASS A CLASS B PAID-IN NET
SHARES SHARES CAPITAL INCOME TOTAL
---------- ------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997.... $2,617,000 $14,000 $50,199,000 $(6,888,000) $45,942,000
Distributions paid to Class A
Shareholders.................. -- -- -- (1,675,000) (1,675,000)
Net income...................... -- -- -- 2,644,000 2,644,000
---------- ------- ----------- ----------- -----------
Balance at June 30, 1998........ $2,617,000 $14,000 $50,199,000 $(5,919,000) $46,911,000
========== ======= =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-73
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ANGELES MORTGAGE INVESTMENT TRUST

STATEMENTS OF CASH FLOW

(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................. $ 2,644,000 $ 2,344,000
Adjustments to reconcile net income to cash flows from
operating activities:
Gain from sale of real estate.......................... -- (28,000)
Recovery of bad debt................................... (679,000) (341,000)
Interest income in exchange for notes receivable....... -- (864,000)
Amortization of loan fees.............................. 33,000 31,000
Decrease (increase) in interest receivable............. 50,000 (135,000)
Decrease (increase) in prepaid expenses and other
assets................................................ (40,000) 24,000
Decrease in accounts payable and accrued expenses...... (459,000) (120,000)
Increase (decrease) in unearned loan fee income........ (16,000) 66,000
------------ -----------
Cash flows from operating activities.............. 1,533,000 977,000
------------ -----------
Cash flows from investing activities:
Funding of notes receivable............................ (10,365,000) (9,850,000)
Principal collections of notes receivable.............. 12,672,000 2,604,000
Proceeds from sale of real property.................... -- 613,000
Improvements and replacements to real property held for
sale.................................................. (25,000) --
Proceeds from foreclosure of real estate............... 161,000 --
------------ -----------
Cash flows from investing activities.............. 2,443,000 (6,633,000)
------------ -----------
Cash flows from financing activities:
Distributions to Class A Shareholders.................. (1,675,000) (1,204,000)
------------ -----------
Cash flows used in financing activities........... (1,675,000) (1,204,000)
------------ -----------
Increase (decrease) in cash and cash equivalents............ 2,301,000 (6,860,000)
Cash and cash equivalents
At beginning of period................................. 3,947,000 9,789,000
------------ -----------
At end of period....................................... $ 6,248,000 $ 2,929,000
============ ===========
Schedule of noncash financing and investing activities:
Assumption of first mortgage loan payable................. $ 4,525,000 $ --
Conversion of second mortgage receivable to real
property............................................... 380,000 --
Deed-in-lieu of foreclosure, real property................ 4,369,000 --
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-74
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 -- The accompanying financial statements have not been audited by
independent certified accountants, but in the opinion of management, all of the
adjustments necessary to present fairly the financial position of Angeles
Mortgage Investment Trust (the "Trust") and the results of its operations and
its cash flows at the dates and for the periods indicated have been included.
Certain prior year amounts have been reclassified to conform to current year
classifications.

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Treasury Regulation S-X.
Accordingly they do not include all the information and footnotes required by
generally accepted accounting principals for complete financial statements.

Operating results for the three and six month periods ended June 30, 1998
are not indicative of the results that may be expected for the year ending
December 31, 1998.

For further information, refer to the financial statements and notes
thereto included in the Trust's annual report on Form 10-K for the year ended
December 31, 1997.

NOTE 2 -- The net income per Class A Share was based on 2,617,000 weighted
average Class A Shares outstanding during the three and six months ended June
30, 1998 and 1997, after deduction of the 1% interest for Class B Shares.

NOTE 3 -- In May 1998 the Trust's $5 million line of credit was renewed
through October 1998 with the ability to extend the line of credit through April
1999 at the Trust's option. The line of credit requires monthly interest only
payments based upon prime plus 1/2% and a $12,500 commitment fee paid
quarterly. During the three and six months ended June 30, 1998, the Trust did
not draw on the line of credit.

NOTE 4 -- During the second quarter ended June 30, 1998 the Trust received
cash proceeds of approximately $842,000, from the loan referred to by the Trust
as "Northprior." In June, the Trust recorded a recovery of bad debt in the
amount of $679,000 for which an allowance for estimated loss had been previously
established and recorded $163,000 in interest income. The Trust may receive a
minimal amount of additional proceeds from the Northprior loan from excess
amounts, if any, held in an escrow account to remediate environmental problems
at the property.

NOTE 5 -- In December 1997, the Trust purchased a second mortgage loan for
$380,000 on a 186-unit apartment complex, Silver Ridge Apartments, located in
Maplewood, Minnesota. The Silver Ridge second mortgage has an interest rate of
10% and default rate of 12% and matured December 31, 1997. In addition, during
1997 the Trust obtained judgement liens against the Silver Ridge Apartments
property based upon recourse provisions on other Trust loans. Through a
judgement lien, the Trust foreclosed on the property in October 1997 subject to
a twelve-month redemption period. On January 30, 1998, the Trust received title
to Silver Ridge Apartments through deed-in-lieu of foreclosure as a result of
provisions in the second mortgage held by the Trust. In connection with taking
title to Silver Ridge Apartments the Trust assumed a first trust deed mortgage
from a third party in the amount of $4,525,000. This first mortgage provides for
a variable interest rate not to exceed 12%, interest only paid monthly, with a
current interest rate of 4% per annum. The loan matures in July 2023.

In addition, the Trust assumed control of restricted cash relating to
Silver Ridge Apartments with a balance of $812,000 as of June 30, 1998. The
restricted cash balance is comprised of approximately $457,000, held by the
first mortgage lender in escrow for: principal $310,000; interest of $62,000;
real estate taxes and insurance $60,000; and processing and other fees of
$25,000. The remaining $355,000 relates to funds for capital improvements and
tenant security deposits.

F-75
<PAGE> 337

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Trustees of
Angeles Mortgage Investment Trust

We have audited the accompanying balance sheets of Angeles Mortgage
Investment Trust (the "Trust") as of December 31, 1997 and 1996, and the related
statements of operations, changes in shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997. We have also
audited schedules III and IV. These financial statements and schedules are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on the financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and schedules are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements and
schedules. An audit also includes assessing the accounting principles used and
significant estimates made by the Trust's management, as well as evaluating the
overall presentation of the financial statements and schedules. We believe that
our audits provide a reasonable basis for our opinion.

At December 31, 1997, 50 percent of the Trust's notes receivable are due
from partnerships which affiliates of Insignia Financial Group, Inc.
("Insignia") are the general partner. As discussed in Note 10, the Trust and an
Insignia affiliate (Insignia Properties Trust) have executed a merger agreement
subject to the approval of the Trust shareholders. If the merger is approved,
the Trust's business activities as it relates to these related party notes
receivable may be impacted due to overlapping management.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Trust at December 31,
1997 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.

Also, in our opinion the schedules present fairly, in all material
respects, the information set forth therein.

BDO Seidman, LLP

Dallas, Texas
January 15, 1998

F-76
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ANGELES MORTGAGE INVESTMENT TRUST

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
NOTES 1997 1996
------------ ----------- ------------
<S> <C> <C> <C>
Notes receivable..................................... 2,3,5,6
Mortgage notes receivable, (including $16,344,000
and $16,791,000 due from affiliates in 1997 and
1996)........................................... $39,347,000 $ 26,043,000
Promissory notes receivable, (including $6,714,000
and $10,650,000 due from affiliates in 1997 and
1996)........................................... 6,789,000 14,175,000
----------- ------------
46,136,000 40,218,000
Allowance for estimated losses..................... (8,826,000) (12,100,000)
----------- ------------
37,310,000 28,118,000
Foreclosed real estate held for sale................. 4 4,521,000 5,070,000
Cash and cash equivalents............................ 3,947,000 9,789,000
Accrued interest receivable.......................... 654,000 174,000
Prepaid expenses and other........................... 98,000 224,000
----------- ------------
Total assets............................... $46,530,000 $ 43,375,000
=========== ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses.............. $ 588,000 $ 287,000
----------- ------------
Total liabilities.......................... 588,000 287,000
----------- ------------
Commitments and contingencies........................ 1,2,3,4,6,10 -- --
Shareholders' equity:................................ 8,9
Class A Shares (2,617,000 in 1997 and 1996, issued
and outstanding, $1.00 par value, unlimited
shares authorized).............................. 2,617,000 2,617,000
Class B Shares (1,675,113 issued and outstanding,
$.01 value, unlimited shares authorized)........ 14,000 14,000
Additional paid-in capital......................... 50,199,000 50,199,000
Accumulated distributions in excess of cumulative
net income...................................... (6,888,000) (9,742,000)
----------- ------------
Total shareholders' equity................. 45,942,000 43,088,000
----------- ------------
Total liabilities and shareholders'
equity................................... $46,530,000 $ 43,375,000
=========== ============
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-77
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ANGELES MORTGAGE INVESTMENT TRUST

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
---------- ---------- -----------
<S> <C> <C> <C>
REVENUE:
Interest income (including $2,954,000, $2,405,000, and
$1,710,000 from affiliates in 1997, 1996 and 1995,
respectively)......................................... $5,109,000 $6,419,000 $ 3,017,000
Rental income........................................... 266,000 321,000 96,000
Gain from sale of real property......................... 80,000 184,000 435,000
Recovery of bad debt from Angeles Corporation
settlement............................................ -- -- 12,844,000
Recovery of other bad debts............................. 1,744,000 3,126,000 3,110,000
---------- ---------- -----------
Total revenue................................. 7,199,000 10,050,000 19,502,000
---------- ---------- -----------
COSTS AND EXPENSES:
Property operating expenses............................. 56,000 180,000 262,000
Loss from sale of real property......................... -- -- 3,000
Interest expense to bank................................ -- -- 227,000
Legal expenses.......................................... 393,000 (257,000) 851,000
General and administrative.............................. 958,000 858,000 835,000
Amortization............................................ 63,000 44,000 35,000
Income taxes............................................ 180,000 139,000 --
---------- ---------- -----------
Total costs and expenses...................... 1,650,000 964,000 2,213,000
---------- ---------- -----------
INCOME BEFORE EXTRAORDINARY ITEM........................ 5,549,000 9,086,000 17,289,000
EXTRAORDINARY ITEM -- Debt forgiveness.................. -- -- 1,844,000
---------- ---------- -----------
NET INCOME.............................................. $5,549,000 $9,086,000 $19,133,000
========== ========== ===========
PER CLASS A SHARE:
Net income before extraordinary......................... $ 2.10 $ 3.33 $ 5.77
Extraordinary item...................................... -- -- 0.61
---------- ---------- -----------
Net income.............................................. $ 2.10 $ 3.33 $ 6.38
========== ========== ===========
Cash distributions...................................... $ 1.03 $ 0.52 $ --
========== ========== ===========
Weighted average Class A Shares......................... 2,617,000 2,704,375 2,968,532
========== ========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-78
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ANGELES MORTGAGE INVESTMENT TRUST

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
ACCUMULATED
DISTRIBUTIONS
IN
ADDITIONAL EXCESS OF
CLASS A CLASS B PAID-IN CUMULATIVE NET
SHARES SHARES CAPITAL INCOME TOTAL
---------- ------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1995..... $3,394,000 $14,000 $55,656,000 $(36,554,000) $22,510,000
Class A Shares received from
Angeles Corporation
settlement................... (567,000) -- (3,687,000) -- (4,254,000)
Purchase of Class B Share
Option....................... -- -- (250,000) -- (250,000)
Net income..................... -- -- -- 19,133,000 19,133,000
---------- ------- ----------- ------------ -----------
Balance at December 31, 1995... 2,827,000 14,000 51,719,000 (17,421,000) 37,139,000
Purchase of Class A Shares..... (210,000) -- (1,520,000) -- (1,730,000)
Net income..................... -- -- -- 9,086,000 9,086,000
Cash distributions............. -- -- -- (1,407,000) (1,407,000)
---------- ------- ----------- ------------ -----------
Balance at December 31, 1996... 2,617,000 14,000 50,199,000 (9,742,000) 43,088,000
Net income..................... -- -- -- 5,549,000 5,549,000
Cash distributions............. -- -- -- (2,695,000) (2,695,000)
---------- ------- ----------- ------------ -----------
Balance at December 31, 1997... $2,617,000 $14,000 $50,199,000 $ (6,888,000) $45,942,000
========== ======= =========== ============ ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-79
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ANGELES MORTGAGE INVESTMENT TRUST

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1997 1996 1995
------------ ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................... $ 5,549,000 $ 9,086,000 19,133,000
ADJUSTMENTS TO RECONCILE NET INCOME TO CASH FLOWS
FROM OPERATING ACTIVITIES:
Net gain from sale of real property................. (80,000) (184,000) (432,000)
Amortization........................................ 63,000 44,000 35,000
Recovery of bad debt................................ (1,744,000) (3,126,000) (15,954,000)
Interest income in exchange of notes receivable or
real property..................................... (864,000) (3,708,000) (501,000)
Extraordinary gain.................................. -- -- (1,844,000)
Decrease (increase) in interest receivable.......... (480,000) 87,000 (108,000)
Decrease (increase) in prepaid expenses and other... 64,000 215,000 (326,000)
(Decrease) increase in accounts payable and accrued
expenses.......................................... 301,000 94,000 (61,000)
Increase (decrease) in unearned loan fee income..... 115,000 56,000 (38,000)
------------ ----------- ------------
Cash flows from (used in) operating activities...... 2,924,000 2,564,000 (96,000)
------------ ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of foreclosed real estate...................... (37,000) -- (355,000)
Funding of notes receivable......................... (14,251,000) (2,968,000) --
Principal collections of notes receivable........... 7,552,000 10,256,000 9,056,000
Proceeds from sale of real estate................... 665,000 1,845,000 1,952,000
Investment in securities............................ -- (979,000) --
Principal collections of investment in securities... -- 979,000 --
------------ ----------- ------------
Cash flows from (used in) investing activities...... (6,071,000) 9,133,000 10,653,000
------------ ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Draw on bank line of credit......................... -- 430,000 --
Repayment of bank line of credit.................... -- (430,000) (3,500,000)
Repayment of cash advances from affiliate
partnerships...................................... -- -- (6,682,000)
Purchase of Class B share option.................... -- -- (250,000)
Distributions to shareholders....................... (2,695,000) (1,407,000) --
Purchase of Class A shares.......................... -- (1,730,000) --
------------ ----------- ------------
Cash flows used in financing activities............. (2,695,000) (3,137,000) (10,432,000)
------------ ----------- ------------
Increase (decrease) in cash and cash equivalents.... (5,842,000) 8,560,000 125,000
Cash and cash equivalents:
At beginning of period............................ 9,789,000 1,229,000 1,104,000
------------ ----------- ------------
At end of period.................................. $ 3,947,000 $ 9,789,000 $ 1,229,000
============ =========== ============
Supplemental operating cash flow disclosure:
Cash received for interest................ $ 3,765,000 $ 2,798,000 $ 2,213,000
Cash paid for interest.................... -- -- 312,000
Schedule of noncash financing and investing
activities:
Carrying value of real estate in satisfaction of
notes receivable with carrying values of
$2,622,000 in 1996 and $3,580,000 in 1995...... $ -- $ 2,019,000 $ 3,969,000
Mortgage notes receivable from sale of real
estate......................................... -- -- 700,000
Restructuring of past due interest into notes
receivable..................................... -- 2,625,000 1,914,000
Notes receivable from lawsuit settlement.......... -- 75,000 --
Recovery of Class A stock in connection with
Angeles Settlement............................. -- -- 4,254,000
Write-off of fully reserved note receivable....... 1,530,000 -- --
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-80
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION, BUSINESS ACTIVITIES AND SIGNIFICANT EVENTS

Angeles Mortgage Investment Trust ("AMIT" or the "Trust") is an
unincorporated California business trust, which was organized to qualify as a
REIT for federal income tax purposes. AMIT was originally organized as a
publicly held limited partnership that began offering limited partnership units
on August 18, 1986 and commenced operations on July 9, 1987. In January 1989,
the holders of a majority of the limited partnership units elected to transfer
all of the partnership's assets to AMIT. Presently AMIT's capital structure
consists of 2,617,000 outstanding AMIT Class A Shares and 1,675,113 outstanding
AMIT Class B Shares. The AMIT Class A Shares are registered under the Exchange
Act and listed on the American Stock Exchange under the symbol "ANM." Each AMIT
Class A Share and each AMIT Class B Share is entitled to one vote with respect
to all matters put before AMIT's shareholders.

Angeles Funding Corporation ("AFC"), a wholly owned subsidiary of Angeles
Corporation ("Angeles") served as advisor to AMIT until February 1993. Through
AFC, AMIT had invested in various types of intermediate-term real estate loans
(the "AMIT Loans"). Prior to December 1996, the majority of the AMIT Loans were
made to partnerships that were once controlled by Angeles and are now controlled
by Insignia Financial Group, Inc., a Delaware corporation, which through MAE GP,
its affiliate, holds the Trust's Class B Shares, (Insignia Financial Group, Inc.
and its affiliates are collectively referred to as "Insignia" in this document).
These partnerships include private and public real estate limited partnerships
which were formed to acquire, own and operate income-producing real properties.
As of December 31, 1997, there were 23 AMIT Loans outstanding, with an aggregate
portfolio balance of approximately $37 million, net of loan loss reserves, and
AMIT owned as a result of foreclosures or receipt of deeds in lieu of
foreclosure on certain assets securing certain AMIT Loans approximately $4.5
million of real property.

By virtue of its ownership of the Class B Shares, Insignia owns a 1%
interest in the profits, losses, credits and distributions of the Trust and 39%
of the Trust's total voting shares. As discussed in Note 7, "Notes to Financial
Statements," the Trust and MAE GP entered into an agreement, effective April
1995, pursuant to which MAE GP granted to the Trust the option to purchase all
the Class B Shares currently owned by MAE GP. The option is exercisable by the
Trust in 2005 for approximately $94,000. During the 10 year period that the
option is outstanding, all of the Class B Shares are required to vote, pursuant
to an irrevocable proxy, with the majority of Class A Shares in connection with
any proposal involving the Trust and Insignia or the election of any Trustee
nominated by MAE GP which is an insider affiliate of MAE GP including Insignia.
Such majority will be determined without consideration of the votes of "Excess
Class A Shares," as defined in the Trust's Declaration of Trust. With respect to
all other matters, MAE GP can vote the Class B Shares without restriction.

Beginning in February 1993, AMIT faced significant liquidity problems
caused by (i) the failure of a significant number of the obligors of the AMIT
Loans (primarily partnerships controlled by MAE) to fully service outstanding
debt obligations under their respective AMIT Loans, and (ii) Angeles' inability
to fully service its debt obligations under its promissory note payable to AMIT
or perform its other obligations to AMIT under its third party loan guarantees
and shareholder distribution guarantees. As of February 1993, approximately 75%
of the AMIT Loans were in payment default. In February 1993, Angeles informed
AMIT that it was unable to perform its obligations under its guarantees because
of liquidity problems caused by its inability to complete sales or refinancings
of real estate assets, its inability to fully realize asset values in a
continuing sluggish and depressed real estate market and the failure of the
obligors of the AMIT Loans to service fully, if at all, their debt obligations
to Angeles. On May 3, 1993, Angeles filed for protection under Chapter 11 of the
federal bankruptcy code. Angeles' failure to perform under its guarantees,
together with the defaults on AMIT Loans, resulted in AMIT's suspension of cash
distributions to the holders of AMIT Class A Shares starting in February 1993
and resuming in February 1996. AMIT filed various claims against Angeles and
eventually reached agreement with Angeles and the Committee of Creditors Holding
Unsecured Claims of Angeles to settle all claims between AMIT and Angeles. The
settlement agreement was approved by the

F-81
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Bankruptcy Court in March 1995. Under the agreement, AMIT received over $15
million in cash, notes and AMIT Class A Shares.

Since February 1993 (when AMIT terminated its advisory agreement with AFC),
AMIT has restructured its loan portfolio and has paid in full its then
outstanding bank loan of $20 million. However, certain AMIT Loans, which in the
aggregate have a carrying value (net of loan loss reserves) of approximately
$1.3 million (constituting approximately 3% of AMIT's net investments), are
currently in default with respect to debt service obligations. AMIT's lending is
primarily concentrated in secured and, to a lesser extent, unsecured real estate
loans. The realizable value of real estate collateralizing notes receivable or
acquired in loan foreclosure proceedings can only be determined based upon a
sales negotiation between independent third parties in an arm's length
transaction. In addition, considering that, in most cases, it is the proceeds of
sale and/or refinancing which will enable AMIT to receive funds, the actual
proceeds may be significantly impacted by the condition of the real estate
industry at the time the principal amounts become due or properties sold.

AMIT will terminate December 31, 2003, unless extended to no later than
December 31, 2015 by vote of the shareholders of AMIT, or by the AMIT Board to
no later than December 31, 2020 without a vote of the shareholders of AMIT if
the AMIT Board believes that termination at such time would result in material
under-realization of the value of AMIT's assets. Upon liquidation of AMIT,
disposition proceeds will be distributed to the shareholders.

An entity will qualify for taxation as a REIT if it satisfies certain
income and asset tests. Among these tests is a requirement that a certain
percentage of assets constitute "real estate assets" and a certain percentage of
income be derived from such assets. AMIT's loan assets are collateralized in a
variety of ways, and some loans have not been collateralized. AMIT has not
requested nor obtained an IRS determination that any of its assets qualify as a
"real estate asset," and has not obtained an opinion of counsel that it
currently qualifies as a REIT. If AMIT were to fail to qualify as a REIT in any
taxable year, AMIT would not be allowed a deduction for dividend distributions
in computing taxable income and would be subject to federal income tax on its
taxable income at regular corporate rates. AMIT believes that it has operated in
a manner designed to qualify as a REIT. However, if the Internal Revenue Service
were successfully to challenge the qualification of AMIT's REIT assets, AMIT
would be subject to federal income tax only after the utilization of AMIT's net
operating losses.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting -- The financial statements of the Trust are prepared
on the accrual basis and therefore, revenue is recorded as earned and costs and
expenses are recorded as incurred. The preparation of the financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from these estimates. Certain
prior years amounts have been reclassified to conform to current year
classifications.

Cash and Cash Equivalents -- For financial reporting purposes, the Trust
considers cash and cash equivalents to include cash on deposit and amounts
invested in money market funds with original maturity terms of less than 90
days.

Interest Recognition on Notes Receivable -- Interest income is recorded as
earned in accordance with the terms of the loans. Interest income is not
recorded on individual loans if the carrying value of the receivable exceeds the
realizable value of the underlying collateral or if payments are in default in
excess of two months.

F-82
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Foreclosed Real Estate Held for Sale -- Foreclosed real estate is initially
recorded at new cost, defined as the lower of original cost or fair value minus
estimated costs of sale. After foreclosure, the excess of new cost, if any, over
fair value minus estimated costs of sale is recognized in a valuation allowance.
Subsequent changes in fair value either increases or decreases such valuation
allowance. See "Allowance for Estimated Losses" below.

Allowance for Estimated Losses -- Valuation allowances are established by
the Trust for estimated losses on notes receivable and properties held for sale
to the extent that the investment in notes or properties exceeds the Trust's
estimate of net realizable values of the property or collateral securing each
note, or fair value if foreclosure is probable. The provision for losses is
based on estimates using the direct capitalization of net operating income for
the underlying properties. Capitalization rates have been determined by using
micro and macro economic factors. Actual losses may vary from current estimates.
Such estimates are reviewed periodically and any additional provision determined
to be necessary is charged against earnings in the period in which it becomes
reasonably estimated.

Revenue Recognition on Sale of Real Estate -- Sales of real estate are
recognized when and to the extent permitted by Statement of Financial Accounting
Standards No. 66, "Accounting for Sales of Real Estate."

Income Taxes -- The Trust has elected to be taxed as a Real Estate
Investment Trust ("REIT") under the Internal Revenue Code for each taxable year
of operations. As a qualified REIT, the Trust is subject to income taxation at
corporate rates on its REIT taxable income. However, the Trust is allowed a
deduction for the amount of dividends paid to its shareholders, thereby
subjecting the distributed net income of the Trust to taxation at the
shareholder level only. As of December 31, 1997 the Trust had no tax loss
carryforwards.

Net Income Per Class A Share -- The net income per Class A Share was based
on 2,617,000, 2,704,375, and 2,968,532 weighted average Class A Shares
outstanding during the years ended December 31, 1997, 1996 and 1995,
respectively, after deduction of the Class B Shares' 1% interest. The Trust
adopted Statement of Financial Accounting Standards No. 128 during 1997 and it
had no effect on the financial statements.

Amortization -- The Trust amortizes loan fees to interest income over the
lives of the related Trust Loans. Loan fees and refinancing expenses paid by the
Trust are amortized over the life of the relevant loans. The Trust amortizes
leasing commissions to leasing commission expense over the term of the related
leases.

Concentration of Credit Risk -- Financial instruments which potentially
expose the Trust to concentrations of credit risk are primarily temporary cash
investments and mortgage and promissory notes receivable. The Trust places its
temporary cash investments with major financial institutions and, by policy,
limits the amount of credit exposure to any one financial institution. Of all
notes receivable, 50% are with partnerships who have previously defaulted on
their obligations (see Note 3).

Investment in Joint Venture -- The Trust's investment in joint venture is
accounted for using the equity method since it is the Trust's intention to
dispose of the joint venture interest.

Market Value of Financial Instruments -- The Trust used the following
assumptions in estimating the fair value of its notes receivable. For performing
notes receivable, the fair value was estimated by discounting future cash flows
using current interest rates for similar loans. For nonperforming notes
receivable, the estimated fair value of the Trust's interest in the collateral
property was used. The market value of notes receivable can only be determined
based upon a sales negotiation between independent third parties in an arm's
length transaction. Actual proceeds may be significantly impacted by the
condition of the real estate industry at the time the principal amounts become
due.

F-83
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3 -- NOTES AND INTEREST RECEIVABLE

Notes receivable are collateralized by real property owned by the borrowers
of such Trust Loans, or by an assignment of the limited partnership interest in
the limited partnership that owns the property (but not the specific underlying
property) or by a general obligation of the limited partnership that owns the
property. All of the Trust's notes receivable collateralize the Trust's line of
credit with a third party lender (see Note 6).

Activity in the allowance for estimated loan losses was as follows:

<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period........................ $12,100,000 $13,598,000 $26,595,000
Provisions for losses................................. -- 4,334,000 2,350,000
Deductions............................................ (3,274,000) (5,832,000) (15,347,000)
----------- ----------- -----------
Balance at end of period.............................. $ 8,826,000 $12,100,000 $13,598,000
=========== =========== ===========
</TABLE>

The provisions for losses for 1996 and 1995 relate to debt modifications
whereby unrecorded past due interest receivable was restructured as principal
(see below).

The deductions to the estimated loan losses relate primarily to the full or
partial repayment of Trust loans and foreclosure of properties by either the
Trust or the first lien holder, where the Trust is in a second position. During
1995 the Trust modified the Fox Run loans and capitalized approximately
$1,914,000 of past due interest and default interest into the principal of the
loans. The Trust reversed $1,800,000 of allowance for estimated loss relating to
the Fox Run loans, based upon improved property performance, the commencement of
modified debt service in the fourth quarter of 1995 and an anticipated
refinancing of the mortgages on the property. In 1996 approximately $660,000 of
deductions were due to the significant improvement of property performance
underlying certain of the Trust loans.

Included in the Trust's allowances for estimated losses on notes receivable
is approximately $4.8 million relating to one loan, -- a promissory note on a
Waukegan, Illinois apartment complex, referred to as Fox Crest. The property has
continued to improve in operations since February 1993, which may lead to some
future recovery of some portion of this promissory note. The property still
needs maintenance and capital improvements and has not provided the Trust with
any debt service since February 1993 and no debt service is anticipated in the
near future. The Trust has not reduced the allowance. There can be no assurances
that the value in this property will exceed the first mortgage debt.

During the quarter ended March 31, 1997 the Trust restructured a first
mortgage referred to as LaSalle, on which the Trust had began foreclosure
proceedings in 1996. In connection with the related loan modification, the Trust
capitalized and recognized as interest income, approximately $409,000 of past
due interest, late fees, default interest along with approximately $14,000 of
out-of-pocket costs incurred by the Trust during the foreclosure process. The
restructured loan required monthly interest only payments based upon the stated
note rate of 11.5% on the reconstituted loan balance. In October 1997 this loan
was paid in full.

During the year ended December 31, 1997, four AMIT loans prepaid the total
outstanding principal balances of approximately, $6,800,000 and another loan,
referred to by the Trust as Northprior, made a substantial repayment in the
amount of $340,000. The four loans, which made full repayments, are referred to
by AMIT as Angeles Partners X ($614,000), Angeles Corporation ($3,450,000),
Carriage Hills ($1,404,000) and LaSalle ($1,334,000). The Northprior and
Carriage Hill loans had been previously fully reserved for loan loss and as a
result of the principal repayments AMIT realized recovery of bad debt in the
amounts of $340,000 and $1,404,000, respectively. In addition, the Carriage
Hills loan repaid all past due interest in the amount of $237,000 which the
Trust recognized as interest income in November 1997.

F-84
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

During 1997 the Trust began receiving debt service on two loans which had
been previously restructured in 1996, the Angeles Partners XIV and Brittany
Point loans. The Angeles Partners XIV loan in October 1997 paid all past due
interest in the amount of $82,000 and made a partial principal repayment of
$48,000. During the first six months of 1997 the Brittany Point loan began
making cash flow interest payments to the Trust and effective July 1997 began
making monthly interest only payments at the stated interest rate of 12 1/2%. As
a result of the commencement of monthly debt service and significant improvement
of the property operations for the Brittany Point loan, the Trust in December
1997 realized as interest income $337,000 of past due interest.

In December 1997 the Trust wrote-off a promissory note, with a principal
outstanding balance of $1,530,000 referred to by the Trust as Vista Hills. Based
upon the Trust's evaluation of the property operations and discussions with the
borrower regarding the likelihood of foreclosure by the first lien holder in
1998 the Trust believed there would be no recovery in the future. The Borrower
had indicated to the Trust that the property would most likely be foreclosed
upon the first lien holder during 1998. The Trust had previously fully provided
for loan loss reserves for this loan and did not realize any loss or gain from
the sale.

In February 1997, AMIT made its first new loan since January 1993, in the
amount of $5,000,000, secured by first deeds of trust on three manufactured home
parks located in Texas. This new loan requires interest only payments at 8.9%
and matures in December 2003. In April 1997, AMIT made a second new loan in the
amount of $2,950,000 secured by a first deed of trust on a 628,000 square foot
industrial warehouse located in Martinsville, Virginia. This loan requires
interest only payments at 11% and matures in April 1998. In June 1997 AMIT made
a new first mortgage loan in the amount of $1,900,000 secured by four
manufactured home parks located in Wyoming. The new loan requires interest only
payments of 9.07% and matures in December 2003. In December 1997 AMIT made three
first mortgage loans in the amounts and terms as follows: $1,300,500 on a
144,000 square foot office/warehouse facility located in Houston, Texas with an
8% interest rate, interest only payable monthly; $531,250 on a 56,080 square
foot industrial/warehouse located in Aiken, South Carolina with an 8% interest
rate, principal and interest payable monthly, with principal amortized over 20
years; and $2,185,000 on a 335,000 square foot industrial facility located in
Jackson, Tennessee, initially monthly interest only payable at a rate of 10 1/2
%, with the interest rated reduced to 230 basis points over ten-year Treasuries
upon the debt coverage ratio increasing to a stipulated level. All three of
these December 1997 first mortgage loans mature in December 2007.

In December 1997 the Trust purchased a second mortgage loan for $384,000.
This second mortgage loan is on a 186-unit apartment complex, Silver Ridge
Apartments, located in Maplewood, Minnesota. The Silver Ridge second mortgage
has a contract interest rate of 10% and a default rate of 12% and matured
December 31, 1997. In addition, during 1997 the Trust obtained judgement liens
against the Silver Ridge Apartments property based upon recourse provisions on
other Trust loans. Through one of these judgement liens the Trust successfully
foreclosed on the property in October 1997 and will be the owner of the property
after a twelve-month redemption period which ends in October 1998. Silver Ridge
Apartments is also encumbered by a $4.5 million first mortgage held by an
independent third party.

As of December 31, 1997, the Trust has signed and proposed commitments to
fund approximately $1 million of new loans.

During 1996, the Trust began foreclosure proceedings on three industrial
properties in Cleveland, Ohio that represent additional collateral available to
the Trust through recourse provisions of a failed loan referred to as Marina
Plaza. Although the properties are heavily indebted and in need of maintenance
and capital improvements, the Trust has received early indications of sales
value from potential purchasers that may provide recovery of approximately
$300,000 which would be recognized as income after foreclosure and sale of these
properties.

F-85
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

As reported by the Trust in 1995, the Trust loan referred to as North Prior
defaulted on its obligation to the Trust as well as to the senior lender on the
property. The property was sold just prior to foreclosure with proceeds
sufficient to pay the senior lender the full amount of the senior obligation.
Proceeds above the senior obligation were escrowed for potential use in an
environmental remediation that occurred prior to the foreclosure and sale.
Approximately $870,000 remains in the escrow and in January 1998 a site closure
letter was received from the state environmental government authority. The Trust
will recognize income for amounts, when and if, received from escrow, which is
anticipated to occur in 1998.

During 1996 the Trust modified five loans referred to as Brittany Point,
Fox Crest, Carriage Hills, Vista Hills and Angeles Partners XIV-Waterford. In
connection, with the modifications, the Trust extended the maturity dates on all
of the loans except for Angeles Partners XIV-Waterford, to December 31, 2000,
March 1, 2003, September 1, 2000 and September 1, 2002, respectively, and
capitalized approximately $320,000, $1,765,000, $204,000, $230,000 and $134,000,
respectively, of past due interest into principal. The modified notes require
payments only out of cash flows provided by the properties. The Trust did not
recognize any interest income in connection with these loan modifications.

During the last quarter of 1996 the Trust modified and received a
significant repayment on two of the Trust's largest loans. In October 1996, the
Arrowhead Joint Venture $6 million loan (which was previously secured only by a
partnership interest), along with a related $1.2 million unsecured preferred
partnership distribution interest ("Preferred Interest"), was restructured to a
$9 million first trust deed mortgage, with a current effective interest rate of
10.20% reducing to a 9.8% rate upon repayment of $1.5 million which is scheduled
to occur in late 1998. The restructuring has resulted in the Trust significantly
strengthening the collateral on this loan along with increasing the annual debt
service on this loan by approximately $400,000. The $1.2 million Preferred
Interest was originally acquired in the settlement with Angeles (see Note 9 of
Notes to Financial Statements) and was previously valued at zero as it had an
indeterminable value when it was acquired. In addition, the Trust capitalized
approximately $1.7 million in deferred interest that was not previously
recognized in income, as full recovery of such interest was until the
modification, considered doubtful.

In December 1996, the Trust received approximately $7 million from its
three Fox Run mortgages as a result of the borrower refinancing the property.
The $7 million of cash proceeds represented the full repayment of approximately
$6.7 million of principal on these three loans with the remainder representing a
portion of the accrued interest associated with the loans. In addition to this
repayment, the Trust took back a new third mortgage on the Fox Run property in
the amount of $875,000. The $875,000 is comprised of approximately $425,000 of
the remaining accrued interest from the three Fox Run loans and approximately
$450,000 of accrued interest and principal on the Angeles Partners XI-Harbour
Landing promissory note. The Trust recognized $2 million of bad debt recovery on
this transaction, and approximately $900,000 of interest income from accrued
interest not previously recognized, as full recovery of such interest was not
reasonably assured until the repayment.

In addition, in December 1996 the Trust acquired, at par, three first
mortgage loans from an unaffiliated third party for approximately $2.9 million.
These mortgages are on three properties known as Hospitality Inns (three
separate properties and locations) on which the Trust held three second
mortgages. All of these six mortgages matured in October 1996. The Trust
restructured the first and second mortgage loans on these three properties
effective April 30, 1997. The loan modifications for each property provided that
the first and second mortgages be combined into one first mortgage loan. In
addition to combining the first and second mortgages on each property, the Trust
also capitalized and recognized as interest income, a total of approximately
$440,000 of accrued interest and late fees for all three loans. Each
restructured loan requires monthly principal and interest based upon the stated
note rate of 11% for two of the loans and 11.25% for the third loan on the
reconstituted loan balance, with principal paid based on a 30-year amortization.
The current

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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

monthly debt service the Trust receives from this restructuring is $50,000. The
Trust also received a one-point loan fee in conjunction with the loan
restructuring totaling approximately $52,000.

Notes receivable are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
1997 1996
------------------------- -------------------------
ESTIMATED ESTIMATED
FAIR VALUE BOOK VALUE FAIR VALUE BOOK VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
MORTGAGE NOTES RECEIVABLE:
First trust deeds, primarily requiring
monthly interest only payments ranging
from 8% to 12.5%, maturing through
December 2007.......................... $34,510,000 $33,038,000 $18,385,000 $17,868,000
Second trust deeds, requiring monthly
interest only payments ranging from 10%
to 12.5%, maturing through December
2000................................... 4,113,000 5,680,000 4,790,000 7,427,000
Third trust deed, requiring monthly
interest and principal payments of
11.25%, maturing January 2002.......... 872,000 872,000 875,000 875,000
----------- ----------- ----------- -----------
39,495,000 39,590,000 24,050,000 26,170,000
Less: Unearned loan fees................. (243,000) (127,000)
----------- -----------
Net mortgage notes
receivable................... 39,347,000 26,043,000
PROMISSORY NOTES RECEIVABLE:
Promissory notes receivable, requiring
monthly interest payments ranging from
8% to 12.5%, maturing through March
2003 (See Note 5)...................... 2,697,000 6,789,000 7,314,000 14,175,000
----------- ----------- ----------- -----------
NOTES RECEIVABLE............... $42,192,000 $46,136,000 $31,364,000 $40,218,000
=========== =========== =========== ===========
</TABLE>

At December 31, 1997 mortgage notes receivable of $3,735,000 and promissory
notes receivable of $1,539,000, all of which are due from affiliates, are in
default.

With respect to the promissory notes receivable as of December 31, 1997,
$4,764,000 is secured by partnership interests and other loans and $2,024,000
are general obligations of partnerships or individuals. The underlying
properties are not collateral for such loans.

During year ended December 31, 1995, debt holders senior to the debts of
the Trust foreclosed upon two Trust Loans referred to as Marina Plaza and
Burnhamthorpe, respectively. Both loans had been fully reserved for loss.
However, due to recourse provisions on the Marina Plaza loan, the Trust was able
to obtain title to a property having an estimated value of $300,000.

Scheduled maturities of notes receivable due subsequent to December 31,
1997 are, $5,236,000 in 1998, $7,504,000 in 1999, $1,645,000 in 2000, $1,567,000
in 2001, $6,081,000 in 2002 and $19,072,000 thereafter. It is likely that the
scheduled maturity dates, for certain of the notes, will be extended.

NOTE 4 -- REAL ESTATE HELD FOR SALE

In August 1993, the Trust foreclosed on a parcel of land located in
Houston, Texas, referred to by the Trust as "Martinique," for which it held a
first trust deed mortgage. The Trust did not recognize a loss on foreclosure in
1993 in excess of the reserve of $600,000 previously provided. The property was
sold in December 1995, for $1.5 million and the Trust received net cash proceeds
of approximately $1,371,000. The Trust realized a $3,000 loss on the sale.

F-87
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In 1994, the Trust began a foreclosure action on a $1,500,000 first trust
deed mortgage held on a property referred to as 4851 Van Epps, an industrial
warehouse located in Cleveland, Ohio. The Trust had previously provided a loss
reserve of $600,000 on this loan. In September 1995 the Trust obtained title to
the property through a deed-in-lieu of foreclosure. In October 1995 the Trust
sold the property for $1,370,000, taking back a $700,000 first trust deed
mortgage on the property and received net cash proceeds of approximately
$580,000. The Trust realized income of $435,000 from the sale.

In January 1994, the Trust acquired, through a foreclosure on its loan of
$3,600,000, a 220-unit apartment complex located in Decatur, Georgia. The
foreclosure resulted in no loss in 1994 as the reserve of $430,000 had been
previously provided. See Note 3. In April 1994, the Trust sold the property and
received net cash proceeds of approximately $3.3 million. The Trust recognized
income of $2,000 from the sale.

The Trust obtained title to the 4705 Van Epps property through a
deed-in-lieu of foreclosure in August 1995. The Trust had obtained a judgment
lien of approximately $2.7 million on this property as a result of recourse
provisions in the $2 million note referred to as Marina Plaza. In consideration
of the deed-in-lieu of foreclosure, the Trust agreed to reduce the judgment lien
by $500,000 and a payment of $5,000. The 4705 Van Epps property had a $343,000
delinquent first mortgage from an independent financial institution which the
Trust was required to pay upon transfer of title to the Trust. The Trust
recorded this property at $500,000 and recognized approximately $151,000 as
recovery of bad debt. The property was sold in February 1996 for $752,000,
received net cash proceeds of approximately $677,000 and realized a $184,000
gain on the sale.

In August 1996, the Trust foreclosed on a 443 unit mobile home park located
in Belton, Missouri, referred to by the Trust as Springdale Lake Estates MHP
("Springdale"), for which it held a second trust deed mortgage in the amount of
$1,720,000 and had capitalized foreclosure costs of approximately $2,000. Upon
taking title to Springdale, the Trust assumed a first mortgage on the property
in the amount of approximately $2,800,000. The Trust did not recognize any loss
from the foreclosure as a reserve of $531,000 had been previously provided. In
October 1996, the Trust sold Springdale for $4,000,000 and received net cash
proceeds of approximately $1,112,000 with no gain or loss recognized on the
sale.

As of December 31, 1997, the Trust owned three real estate properties held
for sale, referred to as University Center Phase IV a 56,000 square foot retail
center and University Center Phase I & II, a 51,200 square foot warehouse office
space, both of these properties are located in Fridley, Minnesota, and a
240-acre parcel of raw land referred to as Colony Cove located in Ellenton,
Florida.

The Trust foreclosed on University Center Phase IV in December 1995, on
which it held a $1,800,00 first trust deed mortgage. This note contained
recourse provisions, accordingly, the Trust received as a function of the
foreclosure action, a judgment lien in the amount of $464,000 on a property
called University Center Phase I & II. As the Trust had two additional loans
with the same borrower, the borrower agreed to deed-in-lieu of foreclosure the
University Center Phase I & II property in consideration of reducing the
principal loan balance by $880,000 on a second trust deed mortgage held by the
Trust in the original amount of $2,600,000, known as Springdale Lake Estates.
The Trust recorded the University Center Phase I and II property at $1,100,000,
its estimated fair market value.

In October 1997 and previously in April 1996, the Trust foreclosed on a 40
and an adjacent 200 acre parcel of land, respectively, located in Ellenton,
Florida, referred to by the Trust as "Colony Cove", for which it held a first
trust deed mortgage in the amount of $1,572,000 on the 200-acres and had
recourse, through provisions on the mortgage note, allowing the foreclosure on
the adjacent 40-acres. In conjunction with the foreclosures, the Trust incurred
approximately $178,000 in expenses, which have been capitalized into the cost of
the property. The Trust did not recognize any income or loss from the
foreclosure. During 1997 the Trust entered into a contract to sell approximately
224 acres of this property zoned residential for $8,500 per acre. The contract
requires the sale to close in the latter part of 1998, although there can be no
assurances that this

F-88
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

transaction will occur. Subsequent to 1997, in January 1998 the Trust garnished
cash of approximately $160,000 held by the borrower based upon the recourse
provisions of the mortgage note. The $160,000 reduced the capitalized cost of
the property.

In June 1996, the Trust obtained through foreclosure a 57% joint venture
interest in a 160-acre parcel of land in Ocala, Florida. This property was
collateral for a Trust loan in the amount of $1,050,000, referred to as "Rolling
Greens." The Trust did not recognize any loss on the foreclosure as a reserve of
$465,000 had been previously provided. This property was sold in 1997 and the
Trust received approximately $665,000 and realized a gain of $80,000 on the
sale.

NOTE 5 -- ANGELES PROMISSORY NOTE RECEIVABLE

The Trust had provided Angeles with a $10,000,000 promissory note
receivable secured by real estate, expiring May 31, 1993. At December 31, 1994,
outstanding borrowings on the note were $9,255,000. As a result of the Angeles
settlement as discussed in Note 9 the Trust received over $15 million in cash,
notes and stock to settle this note along with other matters. The new note in
the amount of $6,100,000 received from Angeles in the settlement was fully
repaid during 1997.

NOTE 6 -- NOTE PAYABLE TO BANK

The Trust's line of credit with the Bank, in the amount of $5 million
requires monthly interest only payments based upon prime plus 1/2% and matures
April 30, 1998. The line of credit with the Bank allows the Trust to draw on
such line to facilitate the foreclosure process on Trust Loans. In August 1995
the Trust drew down on such line of credit in the amount of $343,000 in order to
pay-off the first trust deed on a property obtained through a deed-in-lieu of
foreclosure (see Note 4). As of December 5, 1995, the Trust paid off the
remaining outstanding balance on the line of credit. In June 1996, the Trust
drew down for a three day period of time $480,000. During 1997 the Trust did not
draw on the line of credit and as of December 31, 1997 the Trust has no
outstanding borrowings with the Bank.

The Trust's average month-end borrowings on the working capital line of
credit were $0 in 1997 and 1996. In conjunction with the financing, the Trust
paid loan fees of $25,000, $19,000, and $43,000 in 1997, 1996 and 1995,
respectively.

NOTE 7 -- RECORDED CASH ADVANCES FROM AFFILIATED PARTNERSHIPS AND PROPOSED
SETTLEMENT WITH INSIGNIA

In July 1993, the Trust had filed a lawsuit challenging the Trust's
indebtedness and any liability for principal and interest relating to funds
allegedly loaned to the Trust by eight partnerships. The balance outstanding on
these alleged loans, as of December 31, 1994, was $7,585,000 along with accrued
interest of approximately $941,000. Cross complaints were filed against the
Trust by certain of the lending partnerships in this same lawsuit seeking, among
other things, repayment in full of the alleged loans. Effective March 31, 1995,
the following settlement was consummated between the Trust and seven
partnerships, Insignia and affiliates of Insignia. Funds were paid to such
entities on April 14, 1995 as follows:

- the Trust paid approximately, $5,752,000 in cash;

- the Trust purchased, for $250,000, an option from MAE GP Corporation, an
affiliate of Insignia, to purchase all the Class B Shares of the Trust
currently owned by the affiliate. Such holdings represent 100% of the
Trust's outstanding Class B Shares. The option is exercisable by the
Trust in 10 years for approximately $94,000. During the 10 year period
the option is outstanding all of the Class B Shares will be voted,
pursuant to an irrevocable proxy, with the majority of Class A Shares in
connection with any proposal involving the Trust and Insignia or any
affiliate thereof or election of any Trustee

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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

nominated by or affiliated with Insignia. Such majority will be
determined without consideration of the votes of "Excess Class A Shares,"
as defined in the Trust's Declaration of Trust. With respect to all other
matters the affiliate of Insignia can vote the Class B Shares without
restriction.

In addition, one partnership, not affiliated with Insignia, having an
alleged loan to the Trust of $1,150,000 along with accrued interest of
approximately $145,000 as of March 31, 1995, reached an agreement with the Trust
for a settlement of all claims between the Trust and the partnership. Pursuant
to this agreement the Trust paid a total of $930,000 of cash on May 9, 1995,
upon execution of the settlement agreement.

As a result of this settlement the Trust recognized an extraordinary gain
of $1,844,000 summarized as follows:

<TABLE>
<S> <C>
Recorded cash advances from affiliated partnerships......... $ 7,585,000
Accrued interest on recorded cash advances through
12/31/94.................................................. 941,000
-----------
Total recorded liabilities relating to recorded
cash advances.................................... 8,526,000
Less:
Settlement of principal and interest on Insignia related
partnerships........................................... (5,686,000)
Additional interest due on settlement of Insignia related
partnerships........................................... (66,000)
Settlement of principal on non-Insignia related
partnership............................................ (930,000)
-----------
Extraordinary gain................................ $ 1,844,000
===========
</TABLE>

NOTE 8 -- SHAREHOLDERS' EQUITY

The Shares of the Trust are of two classes: Class A Shares (par value $1.00
per share) and Class B Shares (par value $.01 per share). There is no limit on
the number of either Class A or Class B Shares which the Trust is authorized to
issue. Class A and Class B Shares are each entitled to one vote per share with
respect to the election of Trustees and other matters.

In 1995, the Trust purchased, for $250,000, an option from MAE GP
Corporation, an affiliate of Insignia to purchase all the Class B Shares of the
Trust currently owned by the affiliate. Such holdings represent 100% of the
Trust's outstanding Class B Shares. The option is exercisable by the Trust in 10
years for approximately $94,000. During the 10 year period the option is
outstanding, all of the Class B Shares will be voted, pursuant to an irrevocable
proxy, with majority of Class A Shares in connection with any proposal involving
the Trust and Insignia or any affiliate thereof or election of any Trustee
nominated by or affiliated with Insignia. The majority will be determined
without consideration of the votes of "Excess Class A Shares," as defined in the
Trust's Declaration of Trust. With respect to all other matters, the affiliate
of Insignia can vote the Class B Shares without restriction.

In November 1996, the Trust's Board of Trustees adopted a Shareholders
Rights Plan and declared a dividend of one Right on each outstanding share of
the Trust's Class A Shares to stockholders of record on November 18, 1996. The
Rights are exercisable if a person or group acquires 20% or more of the Trust's
Class A Shares or announces or commences a tender offer for 20% or more of the
such shares. When a person or group acquires such 20%, each exercisable Right
will entitle its holder (other than such person or group) to purchase, at the
Right's then-current exercise price, a number of the Trust's Class A Shares
having a market value of twice such price. In addition, if the Trust is acquired
in a merger or other business combination transaction after a person has
acquired 20% or more of the Trust's outstanding Class A Shares, each right will
entitle its holder to purchase, at the Right's then-current exercise price, a
number of the acquiring company's common shares having a market value of twice
such price. Prior to the acquisition by a person or group of beneficial
ownership of 20% or more of the Trust's common stock, the Rights are redeemable
for one cent per Right at the option of the Board of Trustees. The Board of
Trustees is also authorized, under certain

F-90
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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

circumstances, to reduce the 20% threshold referred to above to not less than
10%. The Rights will expire on December 31, 2003 unless otherwise extended by
the Board of Trustees.

The Board of Trustees of the Trust has authorized the Trust to repurchase,
in open market transactions, up to 10% of its Class A Shares. The Trust has
repurchased 43,800 shares under this program. There were no purchases in the
open market in 1997, 1996 and 1995 however the Trust acquired 209,700 Class A
Shares for $1,730,000 less $764,000 in expenses, in settlement of actions it had
brought against certain third parties.

In February 1993, the Trust's policy of distributing monthly the net cash
from operations to its Class A shareholders was temporarily suspended as a
result of the failure of the Insignia Partnerships and partnerships affiliated
with Angeles to fully service their Trust Loan obligations and Angeles'
inability to perform its guarantee of a minimum annual distribution of $2.00 per
Class A Share through May 1994 or meet its obligations under its promissory note
receivable with the Trust because of its own liquidity problems. The Trust made
shareholder distributions aggregating $1.03 and $0.52 per share in 1997 and
1996, respectively, and made no distributions in 1995. In December 1997, the
Board of Trustees of the Trust declared a $.32 per share dividend payable on
February 11, 1998, to shareholders of record on January 13, 1998.

NOTE 9 -- SETTLEMENT WITH ANGELES CORPORATION

Angeles had been unable to service its debt obligations under its
promissory note receivable with the Trust or perform its obligations under its
guarantees of the Trust's Loans. In May 1993 Angeles filed for protection under
Chapter 11 of the federal bankruptcy code. Angeles's failure to perform under
its debt obligations and guarantees with the Trust together with other matters,
resulted in the March 1994 filing by the Trustees, on behalf of the Trust, of
substantial claims against Angeles in a proof of claim in the Angeles
bankruptcy.

The Trust reached agreement with Angeles and the Committee of Creditors
Holding Unsecured Claims of Angeles to settlement of all claims between the
Trust and Angeles. The settlement agreement was approved by the Bankruptcy Court
under a plan of reorganization and the Trust received on April 14, 1995, after
the effective date of Court approval (March 31, 1995), the following:

- cash of $6.0 million;

- collateralized note payable of $6,100,000 due December 31, 1998, interest
paid quarterly at prime plus 1% not to exceed 8.5%;

- 567,326 Class A Shares of the Trust, owned by Angeles, representing 16%
of the then total outstanding Class A Shares of the Trust;

- payment of $1 million on a third party claim;

- assignment of a third party preferred interest with a face value of $1.2
million; and

- a release of all claims on behalf of Angeles against the Trust.

The $6.1 million note is collateralized with a pledge of Angeles's limited
partnership interest in a limited partnership whose assets are comprised of
notes and receivables from various real estate investment partnerships. This
note was paid in full during 1997.

The third party $1.2 million preferred interest received in the settlement
had an indeterminable value when acquired and therefore was recorded at zero.

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ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The settlement transaction with Angeles resulted in the Trust recording
$12,844,000 as recovery of bad debt, summarized as follows:

<TABLE>
<S> <C>
Consideration received in settlement:
Cash...................................................... $ 6,000,000
Collateralized note....................................... 6,100,000
Third party subordinated note............................. 1,200,000
Reimbursement for third party claim....................... 1,000,000
567,326 Class A Trust Shares (valued as of effective date
of settlement, $7.50/ Class A share)................... 4,254,000
Other..................................................... 745,000
-----------
Total............................................. 19,299,000
Less:
Repayment of Angeles note receivable, net of reserve...... (4,255,000)
Reserve for third party subordinated note................. (1,200,000)
Payment of third party claim.............................. (1,000,000)
-----------
Recovery of bad debt from Angeles Settlement...... $12,844,000
===========
</TABLE>

NOTE 10 -- PROPOSED MERGER

On July 18, 1997, AMIT, IPT, Insignia and MAE GP entered into the Merger
Agreement which, provides for, among other things, the Merger of AMIT with and
into IPT, with IPT surviving the Merger. Upon consummation of the Merger the
separate existence of AMIT will cease. A Special Meeting of AMIT shareholders
will be called to consider and vote, a proposal, to approve and adopt the Merger
Agreement and the transactions contemplated thereby, including the merger of
AMIT with and into IPT, with IPT being the surviving entity (the "Merger"), and
approve the amendment of AMIT's Declaration of Trust (the "Trust Amendment") to
permit AMIT to merge and consolidate with other entities subject to the required
vote of the AMIT Board and AMIT's shareholders (collectively, the "Merger
Proposal"). It is currently expected that the Special Meeting of Shareholders
will convene in mid 1998. A proxy statement will be circulated to all AMIT
shareholders in advance of the meeting, containing information on the proposed
merger.

Pursuant to the Merger Agreement, each outstanding AMIT Class A Share will
be converted into IPT Common shares (the "Class A Exchange Ratio"). The Class A
Exchange Ratio is determined by adjusting the base exchange values set in the
Merger Agreement of $16.25 per AMIT Class A Share and $10.00 per IPT Common
Share to account for dividends paid by AMIT since December 31, 1996 and by IPT
since January 31, 1997. The Class A Exchange Ratio is subject to further
adjustment should either AMIT or IPT declare any additional dividends prior to
the Merger. No fractional IPT Common Shares will be issued. In lieu of any
fractional shares, an AMIT shareholder otherwise entitled to a fractional IPT
Common Share will receive cash from IPT in an amount determined by multiplying
such fractional share amount by the IPT Share Value.

During the year ending December 31, 1997, Insignia paid approximately $1
million for professional and legal fees on behalf of the Trust with regard to
the proposed merger.

F-92
<PAGE> 354
ANGELES MORTGAGE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 11 -- QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table sets forth the selected quarterly financial data for
the Trust (in thousands except for per share amounts).

<TABLE>
<CAPTION>
QUARTER ENDING
-----------------------------------------
1997 12/31/97 9/30/97 6/30/97 3/31/97
---- -------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue....................................... $3,118 $1,088 $1,758 $1,235
Net income.................................... $2,427 $ 778 $1,462 $ 882
PER CLASS A SHARE:
Net income.................................... $ 0.92 $ 0.29 $ 0.55 $ 0.33
Weighted average Class A Shares outstanding... 2,617 2,617 2,617 2,617
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDING
-----------------------------------------
1996 12/31/96 9/30/96 6/30/96 3/31/96
---- -------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue....................................... $7,387 $ 878 $ 631 $1,154
Net income.................................... $6,780 $ 562 $1,033 $ 711
PER CLASS A SHARE:
Net income.................................... $ 2.56 $ 0.21 $ 0.37 $ 0.25
Weighted average Class A Shares outstanding... 2,617 2,617 2,757 2,827
</TABLE>

F-93
<PAGE> 355

ANGELES MORTGAGE INVESTMENT TRUST

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
INITIAL COST
TO TRUST COST CAPITALIZED
------------ SUBSEQUENT TO
ACQUISITION GROSS AMOUNT AT
BUILDING ----------------------- WHICH CARRIED
AND LAND CARRYING AT CLOSE OF ACCUMULATED DATE OF
DESCRIPTION ENCUMBRANCES IMPROVEMENTS IMPROVEMENTS COSTS PERIOD(1)(2) DEPRECIATION CONSTRUCTION
- ----------- ------------ ------------ ------------ -------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
University Center
Phase IV............. $1,800,000 -- -- $1,671,000 0 1975
Retail Shopping
Friedly, Minnesota
University Center
Phase I & II......... 1,100,000 -- -- 1,100,000 0 1975
Warehouse Office
Friedly, Minnesota
Colony Cove........... 1,714,000 -- -- 1,750,000 0 N/A
Raw Land
-- ---------- -- -- ---------- --
Ellenton, Florida
Total.......... $0 $4,614,000 $0 $0 $4,521,000 $0
== ========== == == ========== ==

<CAPTION>
LIFE ON
WHICH
DEPRECIATION
IN LATEST
INCOME
DATE STATEMENTS
DESCRIPTION ACQUIRED IS COMPUTED
- ----------- ---------- ------------
<S> <C> <C>
University Center
Phase IV............. Dec.-'95 N/A
Retail Shopping
Friedly, Minnesota
University Center
Phase I & II......... Nov.-'95 N/A
Warehouse Office
Friedly, Minnesota
Colony Cove........... Apr.-'96 N/A
Raw Land & Oct.-'97
Ellenton, Florida
Total..........
</TABLE>

FOOTNOTES TO SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION

(1) Reconciliation of real property investment:

<TABLE>
<S> <C>
Balance at January 1, 1995.................................. $ 1,400,000
Additions during period:
Acquisition through foreclosure........................... 4,312,000
Deductions during period.................................. (2,312,000)
-----------
Balance at December 31, 1995................................ $ 3,400,000
-----------
Additions during period:
Acquisition through foreclosure........................... 3,490,000
Deductions during period.................................. (1,820,000)
-----------
Balance at December 31, 1996................................ $ 5,070,000
-----------
Additions during period:
Acquisition through foreclosure........................... 36,000
Deductions during period.................................. (585,000)
-----------
Balance at December 31, 1997................................ $ 4,521,000
===========
</TABLE>

(2) The carrying value for federal income tax purposes is $4,521,000.

F-94
<PAGE> 356

ANGELES MORTGAGE INVESTMENT TRUST

SCHEDULE IV -- MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
FACE
FINANCIAL PERIODIC AMOUNT CARRYING
INTEREST MATURITY PAYMENT PRIOR OF AMOUNT OF
DESCRIPTION RATE DATE TERMS LIENS MORTGAGES MORTGAGES(2)(3)
----------- ----------- --------- --------- ------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
FIRST TRUST DEEDS
Lake Arrowhead Resort Hotel
Lake Arrowhead, California.......... 10.20% Nov-99 (1)(9) $ -- $ 9,004 $ 9,004

*Mesa Dunes, Wakonda, Town & Country
Retail Stores, Cedar Rapids/Des
Moines, Iowa...................... 9.00% Dec-03 (4) -- 5,000 3,390

*Princeton Meadows Joint Venture
Golf Course, Princeton Meadows, New
Jersey............................ 12.50% Sep-01 (1) -- 1,280 1,567
Virginia Industrial Capital, LLC
Warehouse,
Martinsville, Virginia.............. 11.00% Apr-98 (1) -- 2,950 2,950

*Hospitality Inn Hotel,
Pensacola, Florida.................. 11.25% Nov-02 (4) -- 1,652 1,648

*Hospitality Inn Hotel,
Pensacola, Florida.................. 11.00% Nov-02 (4) -- 1,297 1,294

*Hospitality Inn Hotel,
Jacksonville, Florida............... 11.00% Nov-02 (4) -- 2,274 2,268
Affordable Residential Communities,
LP I
Three manufactured home parks
Denton and Tyler, Texas............. 8.90% Dec-03 (1) -- 5,000 5,000
JJ & T Enterprises, Inc.
Four manufactured home parks
Cheyenne, Wyoming................... 9.07% Dec-03 (1) -- 1,900 1,900
American Industrial Capital, LLC
Office/warehouse
Houston, Texas...................... 8.00% Dec-07 (1) -- 1,301 1,301
American Industrial Capital, LLC
Industrial warehouse
Aiken, South Carolina............... 8.00% Dec-07 (4) -- 531 531
American Industrial Capital, LLC
Industrial warehouse
Jackson, Tennessee.................. 10.50% Dec-07 (1) -- 2,185 2,185
------- ------- -------
TOTAL FIRST TRUST DEEDS............. $ 0 $34,374 $33,038
======= ======= =======

PRINCIPAL AMOUNT OF LOANS
SUBJECT TO DELINQUENT
DESCRIPTION PRINCIPAL OR INTEREST
----------- -------------------------
<S> <C>
FIRST TRUST DEEDS
Lake Arrowhead Resort Hotel
Lake Arrowhead, California.......... $ --
*Mesa Dunes, Wakonda, Town & Country
Retail Stores, Cedar Rapids/Des
Moines, Iowa...................... --
*Princeton Meadows Joint Venture
Golf Course, Princeton Meadows, New
Jersey............................ --
Virginia Industrial Capital, LLC
Warehouse,
Martinsville, Virginia.............. --
*Hospitality Inn Hotel,
Pensacola, Florida.................. --
*Hospitality Inn Hotel,
Pensacola, Florida.................. --
*Hospitality Inn Hotel,
Jacksonville, Florida............... --
Affordable Residential Communities,
LP I
Three manufactured home parks
Denton and Tyler, Texas............. --
JJ & T Enterprises, Inc.
Four manufactured home parks
Cheyenne, Wyoming................... --
American Industrial Capital, LLC
Office/warehouse
Houston, Texas...................... --
American Industrial Capital, LLC
Industrial warehouse
Aiken, South Carolina............... --
American Industrial Capital, LLC
Industrial warehouse
Jackson, Tennessee.................. --
------
TOTAL FIRST TRUST DEEDS............. $ 0
======
</TABLE>

F-95
<PAGE> 357
ANGELES MORTGAGE INVESTMENT TRUST

SCHEDULE IV -- MORTGAGE LOANS ON REAL ESTATE -- (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

*Silver Ridge Apartments
Maplewood, Minnesota................ 10.00% Dec-97 (1) $ 4,525 $ 375 $ 385

*Bercado Shores Apartments,
South Bend, Indiana................. 12.50% Jun-95 (1) 4,307 1,350 1,350

*Brittany Point Apartments,
Huntsville, Alabama................. 12.50% Dec-00 (1) 9,536 1,570 1,570
Nolana Apartments, Inc.
Los Angeles, California............. 12.00% Sep-98 (1) 1,873 455 375

*Southgate Apartments,
Bedford Heights, Ohio............... 11.50% Mar-95 (1) 2,723 2,000 2,000
------- ------- -------
TOTAL SECOND TRUST DEEDS............ $22,964 $ 5,750 $ 5,680
======= ======= =======
THIRD TRUST DEEDS

*Fox Run(A)......................... 11.25% Jan-02 (4) $30,400 $ 875 $ 872
Apartments, Plainsboro, New Jersey
------- ------- -------
TOTAL THIRD TRUST DEEDS............. $30,400 $ 875 $ 872
======= ======= =======
PROMISSORY NOTES RECEIVABLE.........

*North Prior Warehouse Complex,
St. Paul, Minnesota................. 12.25% Jun-96 (1) $ -- $ 2,000 $ 679
J. Schultz
An Individual....................... 8.00% May-00 (1) -- 75 75

*Angeles Partners 16................ 12.50% Jun-97 (1) -- 860 860
California Limited Partnership

*Angeles Partners XIV
California Limited Partnership...... 12.00% Feb-98 (1) -- 459 411

*Fox Crest
Apartments, Waukegan, Illinois...... 12.50% Mar-03 (1) 6,682 4,764 4,764
------- ------- -------
TOTAL PROMISSORY NOTES RECEIVABLE... $ 6,682 $ 8,158 $ 6,789
======= ======= =======

PRINCIPAL AMOUNT OF LOANS
SUBJECT TO DELINQUENT
DESCRIPTION PRINCIPAL OR INTEREST
----------- -------------------------
<S> <C>
SECOND TRUST DEEDS
*Silver Ridge Apartments
Maplewood, Minnesota................ $ 385
*Bercado Shores Apartments,
South Bend, Indiana................. 1,350
*Brittany Point Apartments,
Huntsville, Alabama................. --
Nolana Apartments, Inc.
Los Angeles, California............. --
*Southgate Apartments,
Bedford Heights, Ohio............... 2,000
------
TOTAL SECOND TRUST DEEDS............ $3,735
======
THIRD TRUST DEEDS
*Fox Run(A)......................... --
Apartments, Plainsboro, New Jersey
------
TOTAL THIRD TRUST DEEDS............. 0
======
PROMISSORY NOTES RECEIVABLE.........
*North Prior Warehouse Complex,
St. Paul, Minnesota................. $ 679
J. Schultz
An Individual....................... --
*Angeles Partners 16................ 860
California Limited Partnership
*Angeles Partners XIV
California Limited Partnership...... --
*Fox Crest
Apartments, Waukegan, Illinois...... --
------
TOTAL PROMISSORY NOTES RECEIVABLE... $1,539
======
</TABLE>

F-96
<PAGE> 358
ANGELES MORTGAGE INVESTMENT TRUST

SCHEDULE IV -- MORTGAGE LOANS ON REAL ESTATE -- (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
FACE
AMOUNT CARRYING PRINCIPAL AMOUNT OF LOANS
PRIOR OF AMOUNT OF SUBJECT TO DELINQUENT
DESCRIPTION LIENS MORTGAGES MORTGAGES(2)(3) PRINCIPAL OR INTEREST
----------- ------- --------- --------------- -------------------------
<S> <C> <C> <C> <C>
SUMMARY
TOTAL FIRST TRUST DEEDS..................... $ 0 $34,374 $33,038 $ 0
TOTAL SECOND TRUST DEEDS.................... 22,964 5,750 5,680 3,735
TOTAL THIRD TRUST DEEDS..................... 30,400 875 872 0
TOTAL PROMISSORY NOTES RECEIVABLE........... 6,682 8,158 6,789 1,539
------- ------- ------- ------
TOTAL....................................... $60,046 $49,157 46,379 $5,274
======= ======= ======
UNEARNED LOAN FEES.......................... (243)
-------
46,136
ALLOWANCE FOR ESTIMATED LOSSES.............. (8,826)
-------
$37,310
=======
</TABLE>

F-97
<PAGE> 359

ANGELES MORTGAGE INVESTMENT TRUST

FOOTNOTES TO SCHEDULE IV -- MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997

(1) Note requires periodic interest only payments through maturity, when the
principal balance is due.

(2) Reconciliation of notes receivable:

<TABLE>
<S> <C>
Balance at January 1, 1996.................................. $ 45,369,000
Additions:
New mortgage loans(5)..................................... 15,574,000
Deductions:
Principal collections(6).................................. (16,256,000)
Foreclosures.............................................. (4,342,000)
------------
Balance at December 31, 1996................................ $ 40,345,000
Additions:
New mortgage loans(7)..................................... 15,116,000
Deductions:
Principal collections..................................... (7,552,000)
Write-off of loan(8)...................................... (1,530,000)
------------
Balance at December 31, 1997................................ $ 46,379,000
============
</TABLE>

(3) The carrying amount for Federal income tax purposes is approximately
$42,245,000.

(4) Note requires monthly interest and principal payments through maturity, when
the principal balance is due.

(5) Amount includes modified loans in which accrued but unrecorded interest
income was recast as principal for the following loans; Lake
Arrowhead -- $9,004,000, Fox Run -- $875,000, Fox Crest -- $1,764,000,
Brittany -- $291,000 and Angeles Partners XIV -- $134,000.

(6) Amount includes the refinancing of the Lake Arrowhead promissory note of $6
million.

(7) Amount includes modified loans in which accrued but unrecorded interest
income was recast as principal for the following loans; Hospitality Inns
Pensacola I -- $237,000, Hospitality Inns Pensacola II -- $97,000,
Hospitality Inns Jacksonville -- $106,000 and LaSalle -- $423,000.

(8) Amount represents write-off of Vista Hills promissory note of $1,530,000.

(9) Requires a principal repayment of $1,500,000 in November 1998 with the
remaining outstanding principal balance due in 1999.

* Indicates a transaction with a partnership now controlled by IPT.

F-98
<PAGE> 360

ANNEX A

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

APARTMENT INVESTMENT AND MANAGEMENT COMPANY,

INSIGNIA PROPERTIES TRUST

AND

TPI ACQUISITION TRUST

DATED AS OF DECEMBER 7, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 361

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I
THE MERGER................................................................... A-2
SECTION 1.1 The Merger.................................................. A-2
SECTION 1.2 Effects of the Merger....................................... A-3
SECTION 1.3 Effective Time of the Merger................................ A-3

ARTICLE II
TREATMENT OF SHARES.......................................................... A-3
SECTION 2.1 Effect of the Merger on Outstanding Shares.................. A-3
SECTION 2.2 Surrender of Certificates................................... A-6
SECTION 2.3 Closing of Transfer Books; Etc.............................. A-7
SECTION 2.4 No Fractional Shares........................................ A-7
SECTION 2.5 No Other Rights............................................. A-8

ARTICLE III
THE CLOSING.................................................................. A-8
SECTION 3.1 Closing..................................................... A-8

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF IPT........................................ A-9
SECTION 4.1 Organization and Qualification of IPT....................... A-9
SECTION 4.2 Organization and Qualification of IPLP...................... A-9
SECTION 4.3 Capitalization.............................................. A-9
SECTION 4.4 Authority; Non-Contravention................................ A-9
SECTION 4.5 Tax Matters................................................. A-10
SECTION 4.6 Vote Required............................................... A-10
SECTION 4.7 AMIT Merger................................................. A-10
SECTION 4.8 Opinion of Financial Advisor................................ A-10
SECTION 4.9 Brokers..................................................... A-10
SECTION 4.10 Absence of Inducement....................................... A-11
SECTION 4.11 Restricted IPT Common Shares................................ A-11

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF AIMCO AND MERGER SUB....................... A-11
SECTION 5.1 Organization and Qualification.............................. A-11
SECTION 5.2 Capitalization.............................................. A-11
SECTION 5.3 Authority; Non-Contravention; Required Filings.............. A-12
SECTION 5.4 Reports and Financial Statements............................ A-13
SECTION 5.5 Absence of Certain Changes or Events........................ A-14
SECTION 5.6 Registration Statement, Information Statement/Prospectus and
Schedule 13E-3.............................................. A-14
SECTION 5.7 No Vote Required............................................ A-14
SECTION 5.8 Tax Matters................................................. A-15
SECTION 5.9 Brokers..................................................... A-15
SECTION 5.10 Absence of Inducement....................................... A-15
SECTION 5.11 Conduct of IPT's Business................................... A-16
</TABLE>

A-i
<PAGE> 362

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE VI
ADDITIONAL AGREEMENTS........................................................ A-16
SECTION 6.1 IPT and IPLP Distributions.................................. A-16
SECTION 6.2 Registration Statement, Information Statement/Prospectus and
Schedule 13E-3.............................................. A-17
SECTION 6.3 Regulatory Matters.......................................... A-18
SECTION 6.4 Shareholder Approval........................................ A-18
SECTION 6.5 Vote of IPT Common Shares Owned by AIMCO.................... A-18
SECTION 6.6 Public Announcements........................................ A-19
SECTION 6.7 Expenses.................................................... A-19
SECTION 6.8 Further Assurances.......................................... A-19
SECTION 6.9 Transfer Taxes.............................................. A-19
SECTION 6.10 IPT Trustees and Officers................................... A-19
SECTION 6.11 Modification of Form of Transaction......................... A-20
SECTION 6.12 Indemnification............................................. A-20
SECTION 6.13 Insurance................................................... A-22
SECTION 6.14 Conduct of IPT's Business Pending the Effective Time........ A-22
SECTION 6.15 AIMCO's Guarantee of Merger Sub's Obligations............... A-24

ARTICLE VII
CONDITIONS................................................................... A-24
SECTION 7.1 Conditions to Each Party's Obligation to Effect the
Merger...................................................... A-24
SECTION 7.2 Additional Conditions to Obligation of IPT to Effect the
Merger...................................................... A-24
SECTION 7.3 Additional Conditions to Obligation of AIMCO and Merger Sub
to Effect the Merger........................................ A-25

ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER............................................ A-26
SECTION 8.1 Termination................................................. A-26
SECTION 8.2 Effect of Termination....................................... A-27
SECTION 8.3 Amendment................................................... A-29
SECTION 8.4 Waiver...................................................... A-29

ARTICLE IX
GENERAL PROVISIONS........................................................... A-30
SECTION 9.1 Survival of Representations, Warranties, Covenants and
Agreements.................................................. A-30
SECTION 9.2 Notices..................................................... A-30
SECTION 9.3 Adjustment for Dilution..................................... A-31
SECTION 9.4 Entire Agreement............................................ A-31
SECTION 9.5 Assignment.................................................. A-31
SECTION 9.6 GOVERNING LAW............................................... A-31
SECTION 9.7 Interpretation.............................................. A-31
SECTION 9.8 Counterparts; Effect........................................ A-31
SECTION 9.9 Parties' Interest........................................... A-31
SECTION 9.10 Enforcement................................................. A-31
SECTION 9.11 Severability................................................ A-32
SECTION 9.12 Letter Agreement............................................ A-32
SECTION 9.13 Knowledge................................................... A-32
SECTION 9.14 Breaches.................................................... A-32
</TABLE>

A-ii
<PAGE> 363

INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Agreement................................................... 1
AIMCO....................................................... 1
AIMCO Benefit Plans......................................... 16
AIMCO Board................................................. 2
AIMCO Class B Common Stock.................................. 15
AIMCO Collar Price.......................................... 4
AIMCO Committee............................................. 2
AIMCO Common Stock.......................................... 4
AIMCO Exchange Value........................................ 5
AIMCO Material Adverse Effect............................... 15
AIMCO OP.................................................... 1
AIMCO Preferred Stock....................................... 15
AIMCO Reference Period...................................... 5
AIMCO Reference Price....................................... 5
AIMCO Reorganization Opinion................................ 34
AIMCO REIT Opinion.......................................... 34
AIMCO Required Filings...................................... 18
AIMCO Restricted Shares..................................... 7
AIMCO SEC Reports........................................... 18
AIMCO Termination Reference Price........................... 37
AIMCO Termination Share Value............................... 37
AIMCO-nominated Trustees.................................... 2
Alternative Proposal........................................ 36
AMIT........................................................ 1
AMIT Merger................................................. 1
Cash Amount................................................. 5
Cash Election Notice........................................ 5
Certificate................................................. 6
Closing..................................................... 11
Closing Date................................................ 11
Code........................................................ 2
Common Partnership Unit..................................... 37
Common Shares Trust......................................... 10
Continuing Trusteeship...................................... 25
Control..................................................... 37
Controlled AIMCO Entity..................................... 37
Controlled IPT Entity....................................... 37
Conversion Ratio............................................ 5
Covered IPT Assets.......................................... 37
Covered Third-Party Assets.................................. 38
Effective Time.............................................. 4
Effective Time Declaration.................................. 3
Election Notice............................................. 7
Excess Distribution Amount.................................. 23
Excess Shares............................................... 10
Exchange Act................................................ 18
Exchange Fund............................................... 8
Executive Committee......................................... 2
Financial Institution....................................... 25
</TABLE>

A-iii
<PAGE> 364

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GAAP........................................................ 18
Governmental Authority...................................... 18
HUD......................................................... 18
IFG......................................................... 1
IFG Agreement............................................... 1
IFG Merger.................................................. 1
Indemnitee.................................................. 28
Information Statement/Prospectus............................ 19
IPLP........................................................ 12
IPLP Limited Partnership Agreement.......................... 12
IPT......................................................... 1
IPT Board................................................... 2
IPT Bylaws.................................................. 2
IPT Common Shares........................................... 2
IPT Declaration............................................. 12
IPT Exchange Value.......................................... 5
IPT Meeting................................................. 13
IPT Meeting Date............................................ 24
IPT Preferred Shares........................................ 12
IPT Share Plan.............................................. 7
IPT Shareholders............................................ 2
IPT Shareholders' Approval.................................. 13
IPT Special Distribution.................................... 21
IPT Termination Share Value................................. 38
IPT Unwind Consideration.................................... 38
Law......................................................... 17
Lehman Opinion.............................................. 2
Losses...................................................... 28
MCAA........................................................ 4
Merger...................................................... 1
Merger Consideration........................................ 6
Merger Sub.................................................. 1
NYSE........................................................ 4
Original Agreement.......................................... 1
Outstanding IPT Common Shares............................... 6
Paying Agent................................................ 7
Person...................................................... 5
Proxyholders................................................ 25
Registration Statement...................................... 19
REIT........................................................ 2
Restricted Share............................................ 7
Schedule 13E-3.............................................. 19
SEC......................................................... 18
Securities Act.............................................. 18
Special AIMCO Distribution.................................. 21
Status Requirements......................................... 13
Subsidiary.................................................. 5
Superior Proposal........................................... 36
Surviving Entity............................................ 3
Tax Return.................................................. 13
Taxes....................................................... 13
</TABLE>

A-iv
<PAGE> 365

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Termination Date............................................ 38
Third-Party Unwind Consideration............................ 38
Third-Party Unwind Price.................................... 39
Transfer Taxes.............................................. 26
Violation................................................... 17
Voting Debt................................................. 12
</TABLE>

A-v
<PAGE> 366

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as
of December 7, 1998, by and among Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), Insignia Properties Trust, a Maryland real
estate investment trust ("IPT"), and TPI Acquisition Trust, a Maryland real
estate investment trust ("Merger Sub").

WHEREAS, AIMCO and IPT have previously entered into an Agreement and Plan of
Merger, dated as of October 1, 1998 (the "Original Agreement"), and now wish to
amend and restate the Original Agreement in its entirety, with the effect of
superseding and extinguishing any obligations under the Original Agreement;

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of July 18, 1997,
by and among Angeles Mortgage Investment Trust, an unincorporated California
business trust ("AMIT"), IPT, Insignia Financial Group, Inc., a Delaware
corporation ("IFG"), and MAE GP Corporation, a Delaware corporation, AMIT merged
with and into IPT on September 17, 1998, with IPT being the surviving entity
(the "AMIT Merger");

WHEREAS, pursuant to an Amended and Restated Agreement and Plan of Merger, dated
as of May 26, 1998 (the "IFG Agreement"), by and among AIMCO, AIMCO Properties,
L.P., a Delaware limited partnership ("AIMCO OP"), IFG and Insignia/ESG
Holdings, Inc., a Delaware corporation, IFG merged with and into AIMCO on
October 1, 1998, with AIMCO being the surviving entity (the "IFG Merger");

WHEREAS, the IFG Agreement requires AIMCO to propose to acquire IPT by merger
and to use its reasonable best efforts to consummate such merger within three
months following the effective time of the IFG Merger, and the performance of
AIMCO's obligations under this Agreement, if it uses its reasonable best efforts
to consummate such merger within such period, will constitute AIMCO's
performance of such obligations under the IFG Agreement;

WHEREAS, it is the intention of the parties that Merger Sub merge with and into
IPT, with IPT being the surviving entity (the "Merger"), on the terms and
subject to the conditions set forth herein;

WHEREAS, the Board of Trustees of IPT (the "IPT Board") received the written
opinion of Lehman Brothers Inc., dated October 1, 1998 (the "Lehman Opinion"),
that the amount of the Merger Consideration (as defined in Section 2.1(b)) is
fair from a financial point of view to the holders (the "IPT Shareholders") of
common shares of beneficial interest, par value $.01 per share, of IPT ("IPT
Common Shares"), other than IFG and AIMCO and their respective Subsidiaries (as
defined in Section 2.1(a));

WHEREAS, the Board of Directors of AIMCO (the "AIMCO Board") and the IPT Board
approved the Merger, upon the terms and subject to the conditions set forth in
the Original Agreement;

WHEREAS, (i) Ronald Uretta and Ronald J. Consiglio resigned from the IPT Board,
(ii) the size of the IPT Board was increased to eleven and each of the trustee
candidates designated by AIMCO listed on Schedule 6.10-1 hereto (together with
their successors, the "AIMCO-nominated Trustees") was elected as a trustee of
IPT, (iii) the officer candidates designated by AIMCO and listed on Schedule
6.10-2 hereto were appointed to

A-1
<PAGE> 367

the respective positions indicated on such Schedule, (iv) a committee of the IPT
Board, consisting solely of AIMCO-nominated Trustees (the "AIMCO Committee"),
was formed and then authorized and empowered to act to the extent set forth in
the Third Amended and Restated Bylaws of IPT (the "IPT Bylaws"), (v) the
Continuing Trustees (as defined in the IPT Bylaws) were authorized and empowered
to act to the extent set forth in the IPT Bylaws (the names of the persons who
currently are Continuing Trustees are set forth on Schedule 6.10-3) and (vi) an
executive committee of the IPT Board, consisting of the AIMCO-nominated Trustees
listed on Schedule 6.10-4 (the "Executive Committee"), was formed and then
authorized and empowered to act to the extent set forth in the IPT Bylaws; and

WHEREAS, the IPT Board (including all of the Continuing Trustees and with the
AIMCO-nominated trustees abstaining) and the AIMCO Board have approved this
Agreement, as an amendment and restatement of the Original Agreement, and the
board of trustees of Merger Sub has approved this Agreement; and

WHEREAS, AIMCO intends that, following the Merger, the surviving entity shall
continue to be subject to taxation as a real estate investment trust (a "REIT")
within the meaning of the Internal Revenue Code of 1986, as amended (the
"Code").

NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 The Merger.

(a) Upon the terms and subject to the conditions of this Agreement, at the
Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and
into IPT in accordance with the laws of the State of Maryland, and the separate
existence of Merger Sub shall cease. IPT shall be the surviving entity in the
Merger (hereinafter sometimes referred to herein as the "Surviving Entity") and
shall continue its corporate existence under the laws of the State of Maryland.

(b) AIMCO shall notify IPT, on or prior to the date that a Cash Election Notice
is required to be delivered, whether it has elected to modify the Merger such
that at the Effective Time (as defined in Section 1.4) IPT shall be merged with
and into AIMCO, with AIMCO being the surviving entity. If AIMCO elects to cause
the Merger to occur in the manner contemplated by the preceding sentence, then
this Agreement shall be amended to (i) revise Articles I and II to reflect such
change, (ii) make such other additional incidental amendment to this Agreement
and the forms of legal opinions to be delivered at the Closing as are needed to
provide for a direct merger, as agreed by IPT and AIMCO and their respective
counsel and (iii) provide AIMCO the option, which must be exercised no later
than the date the Cash Election Notice is required to be given, of paying the
Merger Consideration in a specified combination of cash and shares of AIMCO
Common Stock. Notwithstanding the foregoing provisions of this Section 1.1(b),
AIMCO shall not be permitted to so modify the Merger if it would result in any
postponement or adjournment of the IPT Meeting.

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SECTION 1.2 Effects of the Merger.

(a) At the Effective Time, (i) the declaration of trust of IPT, as in effect
immediately prior to the Effective Time (the "Effective Time Declaration"),
shall be the declaration of trust of the Surviving Entity until thereafter
amended as provided by law and the Effective Time Declaration, (ii) the by-laws
of Merger Sub, as in effect immediately prior to the Effective Time, shall be
the by-laws of the Surviving Entity until thereafter amended as provided by law,
the Effective Time Declaration and such by-laws and (iii) the directors and
officers of Merger Sub immediately prior to the Effective Time shall be the
initial directors and officers, respectively, of the Surviving Entity.

(b) Subject to the foregoing, the additional effects of the Merger shall be as
provided in Section 8-501.1(n) of Title 8 of the Corporations and Associations
Article of the Annotated Code of Maryland (the "MCAA"). At the Effective Time,
all the properties, rights, privileges, powers and franchises of IPT and Merger
Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of
IPT and Merger Sub shall become the debts, liabilities and duties of the
Surviving Entity.

SECTION 1.3 Effective Time of the Merger. On the Closing Date (as defined in
Section 3.1), articles of merger shall be executed and filed by Merger Sub and
IPT with the State Department of Assessments and Taxation of Maryland pursuant
to the MCAA. The Merger shall become effective as of the date and at such time
as the articles of merger are accepted for record by the State Department of
Assessments and Taxation of Maryland (the date and time the Merger becomes
effective pursuant to MCAA being referred to as the "Effective Time").

ARTICLE II

TREATMENT OF SHARES

SECTION 2.1 Effect of the Merger on Outstanding Shares.

(a) Capital Stock of Merger Sub. Each common share of beneficial interest, par
value $.01 per share, of Merger Sub, issued and outstanding immediately prior to
the Effective Time, shall be converted into one full paid and nonassessable
common share of beneficial interest, par value $.01 per share, of the Surviving
Entity.

(b) Certain Definitions. As used in this Agreement, the following terms have the
following meanings:

"AIMCO Collar Price" means the average price (computed based on the sum of the
daily high and low sales prices of AIMCO Common Stock (as reported in The Wall
Street Journal under the caption New York Stock Exchange ("NYSE") Composite
Transactions or, if not published therein, in another authoritative source)
divided by two) of a share of AIMCO Common Stock during the ten consecutive NYSE
trading day period ending on and including December 31, 1998.

"AIMCO Common Stock" means the Class A Common Stock, par value $.01 per share,
of AIMCO.

"AIMCO Exchange Value" means the lesser of the AIMCO Collar Price or the AIMCO
Reference Price.

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"AIMCO Reference Period" means the ten consecutive NYSE-trading day period
ending on and including the NYSE trading day immediately preceding the IPT
Meeting Date (as defined in Section 6.4).

"AIMCO Reference Price" means the average price (computed based on the sum of
the daily high and low sales prices of AIMCO Common Stock (as reported in The
Wall Street Journal under the caption NYSE Composite Transactions, or, if not
published therein, in another authoritative source) divided by two) of a share
of AIMCO Common Stock during the AIMCO Reference Period.

"Cash Amount" means an amount equal to: (a) $13.25; plus (b) either (i) if the
Effective Time occurs on or after January 1 and on or before January 31, 1999,
$.0018 multiplied by the number of days that have elapsed from and including
January 1, 1999 through and including the day immediately preceding the
Effective Time, or (ii) if the Effective Time occurs on or after February 1 and
on or before February 28, 1999, $.0036 multiplied by the number of days that
have elapsed from and including January 1, 1999 through and including the day
immediately preceding the Effective Time; minus (c) the Excess Distribution
Amount.

"Cash Election Notice" is defined in Section 2.1(d).

"Conversion Ratio" means the IPT Exchange Value divided by the AIMCO Exchange
Value.

"Excess Distribution Amount" is defined in Section 6.1(e).

"IPT Exchange Value" means (i) $13.28 minus (ii) the Excess Distribution Amount.

"Person" means any individual, partnership, corporation, limited liability
company, association, joint stock company, trust, joint venture, unincorporated
organization and governmental entity or any department, agency or political
subdivision thereof.

"Subsidiary" means, as to any Person, any other Person of which at least a
majority of the voting power represented by the outstanding shares of capital
stock or other voting securities or interests (including, without limitation,
general partner interests) having voting power under ordinary circumstances to
elect directors or similar members of the governing body of such other Person
shall at the time be held, directly or indirectly, by such first Person, except
that IPT shall not be considered, for purposes of this Agreement, to be a
Subsidiary of AIMCO.

(c) Merger Consideration. Subject to Section 2.1(e), as of the Effective Time,
by virtue of the Merger and without any action on the part of any IPT
Shareholder:

(i) Each IPT Common Share issued and outstanding immediately prior to the
Effective Time, other than IPT Common Shares to be cancelled according to
Section 2.1(c)(ii) ("Outstanding IPT Common Shares"), shall be converted
into and become the right to receive either (x) the number of shares of
AIMCO Common Stock equal to the Conversion Ratio or (y), at the election of
AIMCO made as contemplated by Section 2.2(d), an amount in cash equal to
the Cash Amount (either (x) together with the right to receive the proceeds
of the sale of fractional interests pursuant to Section 2.4 or (y), the
"Merger Consideration").

(ii) Each IPT Common Share owned, directly or indirectly, by AIMCO, Merger
Sub, IPT or any of their respective subsidiaries immediately prior to the
Effective

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Time shall automatically be canceled and retired and shall cease to exist,
and no Merger Consideration or other consideration shall be issued or
delivered in exchange therefor.

(iii) All the Outstanding IPT Common Shares, when so converted in
accordance with this Section 2.1, shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each
holder of a certificate (a "Certificate") which, immediately prior to the
Effective Time, represented Outstanding IPT Common Shares shall cease to
have any rights with respect thereto, except (i) the right to receive any
dividend or other distribution on IPT Common Shares with a record date
prior to the Effective Time and (ii) upon surrender of such Certificate,
(x) the right to receive the Merger Consideration and (y) if the Merger
Consideration consists of AIMCO Common Stock, any dividend or other
distribution on the AIMCO Common Stock with a record date on or after the
date on which the Effective Time occurs and paid prior to the time such
Certificate is surrendered.

(d) Cash Election. Not later than the close of business on the second NYSE
trading day immediately preceding the first day of the AIMCO Reference Period,
AIMCO shall deliver to the Secretary of IPT an irrevocable written notice (the
"Cash Election Notice") in which AIMCO specifies that the Merger Consideration
shall be paid in cash pursuant to clause (y) of Section 2(c)(i), subject to the
proviso in Section 7.2(e). IPT shall, and AIMCO shall use its best efforts to
cause IPT to, issue, on the date the Cash Election Notice is required to be
delivered, via the Dow Jones News Service and PR Newswire, a press release
announcing whether the Merger Consideration is to be paid in shares of AIMCO
Common Stock or cash. Notwithstanding the foregoing, if (x) AIMCO fails to
timely deliver the Cash Election Notice or (y) the Effective Time is on or after
March 1, 1999, then the Merger Consideration shall consist solely of shares of
AIMCO Common Stock to be issued pursuant to clause (x) of Section 2(c)(i),
regardless of whether a Cash Election Notice had been previously properly
delivered.

(e) Restricted IPT Common Shares.

(i) Treatment. Each of the restricted IPT Common Shares awarded under the
Insignia Properties Trust 1997 share Incentive Plan (the "IPT Share Plan")
which is outstanding and unvested at the Effective Time (each a "Restricted
Share"), shall, by virtue of this Agreement and without any further action
of IPT, AIMCO, Merger Sub or the holder of such Restricted Share, be
converted at the Effective Time into a number of restricted shares of AIMCO
Common Stock ("AIMCO Restricted Shares") equal to the Conversion Ratio.
Each such AIMCO Restricted Share shall continue to have, and be subject to,
the same terms and conditions (including rights to Dividend Equivalents (as
defined in the IPT Share Plan)) set forth in the IPT Share Plan and the
applicable restricted share agreement, each as in effect immediately prior
to the Effective Time.

(ii) Registration. AIMCO shall (A) cause the AIMCO Restricted Shares issued
pursuant to Section 2.1(e)(i) to be covered by an effective registration
statement on Form S-8 (or any successor or other appropriate forms) and (B)
use its reasonable best efforts to maintain the effectiveness of such
registration statement (and maintain the current status of the prospectus
contained therein) for so long as the AIMCO Restricted Shares remain
outstanding.

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SECTION 2.2 Surrender of Certificates.

(a) AIMCO shall deposit, or shall cause to be deposited, at the Effective Time
with the paying agent selected by AIMCO (the "Paying Agent") either (i)
certificates representing shares of AIMCO Common Stock or (ii) funds as
necessary to make issuances or payments of the Merger Consideration (excluding
the proceeds of sales of fractional interests pursuant to Section 2.4). If the
Merger Consideration consists of AIMCO Common Stock, and any dividend or other
distribution on the AIMCO Common Stock with a record date on or after the
Effective Time and paid prior to the time any Certificate is surrendered (such
certificates and funds being hereinafter referred to as the "Exchange Fund"),
AIMCO will deposit such amounts in the Exchange Fund until six months after the
Effective Time. Out of the Exchange Fund, the Paying Agent shall make, pursuant
to irrevocable instructions from AIMCO, the issuances and payments referred to
in Sections 2.1(c) and 2.4, and the Exchange Fund shall not be used for any
other purpose. The Paying Agent may invest portions of the Exchange Fund as
AIMCO may direct, provided that such investments be in obligations of, or
guaranteed by, the United States of America, in commercial paper obligations
receiving the highest rating from either Moody's Investors Service or Standard &
Poor's Corporation or in certificates of deposit, bank repurchase agreements or
bankers' acceptances of commercial banks with capital exceeding $100,000,000.
Any net profit resulting from, or interest or income produced by, such
investments shall be payable to AIMCO. AIMCO shall replace any monies lost
through any investment made pursuant to this Section 2.2(a) upon request
therefor by the Paying Agent.

(b) As soon as practicable after the Effective Time, AIMCO shall cause the
Paying Agent to mail to each holder of record of an Outstanding IPT Common
Share: (i) a letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
actual delivery of the Certificates to the Paying Agent); and (ii) instructions
for use in effecting the surrender of the Certificates in exchange for the
Merger Consideration. Upon surrender of a Certificate to the Paying Agent for
exchange (or to such other agent or agents as may be appointed by AIMCO),
together with a duly executed letter of transmittal and such other documents as
the Paying Agent shall require, the holder of such Certificate shall be entitled
to receive, in exchange therefor: either (A) a certificate or certificates
representing that number of whole shares of AIMCO Common Stock which such holder
has the right to receive pursuant to the provisions of Section 2.1(c), and the
proceeds of the sale of fractional interests pursuant to Section 2.4; or (B) the
amount of cash which such holder has the right to receive pursuant to the
provisions of Section 2.1(c). If payment is to be made to a Person other than
the one in whose name a surrendered Certificate is registered, it shall be a
condition of receipt of the Merger Consideration that the Certificate so
surrendered be properly endorsed or otherwise in proper form for transfer and
that the Person requesting such payment either pay any transfer or other taxes
required by reason of the payment to a Person other than the registered holder
of the Certificate surrendered or establish to the satisfaction of the Paying
Agent that such tax has been paid or is not applicable. Until surrendered in
accordance with the provisions of this Section 2.2, after the Effective Time,
each Certificate shall represent for all purposes only the right to receive the
portion of the Exchange Fund that corresponds to the amount in cash or number of
IPT Common Shares such Certificate represents.

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(c) Any portion of the Exchange Fund that remains unclaimed after six months
after the Effective Time shall be returned to AIMCO upon its request made to the
Paying Agent, after which time the holder of any unsurrendered Certificate shall
look only to AIMCO for payment of (i) the Merger Consideration and (ii) if the
Merger Consideration consists of AIMCO Common Stock, any dividends and other
distributions on the AIMCO Common Stock with a record date on or after the
Effective Time and paid prior to the time such Certificate is surrendered. AIMCO
shall not be liable to any Person for any funds delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

SECTION 2.3 Closing of Transfer Books; Etc. From and after the Effective Time,
the share transfer books of IPT shall be closed, and no registration of any
transfer of any Outstanding IPT Common Shares shall thereafter be made on the
records of IPT. If, after the Effective Time, any Certificate is presented to
AIMCO for any reason, it shall be canceled, and each Outstanding IPT Common
Share represented thereby shall be exchanged for (i) the Merger Consideration
and (ii) if the Merger Consideration consists of AIMCO Common Stock, any
dividend or other distribution on the AIMCO Common Stock with a record date on
or after the Effective Time and paid prior to the time the Certificate is
surrendered. Shares of AIMCO Common Stock issued in the Merger shall be issued
as of, and be deemed to be outstanding as of, the Effective Time. AIMCO shall
cause all such shares of AIMCO Common Stock issued pursuant to the Merger to be
duly authorized, validly issued, full paid and nonassessable and not subject to
preemptive rights. In the event any Certificate(s) shall have been lost, stolen
or destroyed, upon the making of any affidavit of that fact by the IPT
Shareholder claiming such Certificate(s) to be lost, stolen or destroyed and, if
reasonably required by AIMCO or the Paying Agent, upon the posting by such IPT
Shareholder of a bond in such amount as reasonably determined as indemnity
against any claim that may be made against either of them with respect to such
Certificate(s), the Paying Agent shall issue the Merger Consideration in respect
of each Outstanding IPT Common Share represented by such lost, stolen or
destroyed Certificate(s). If the Merger Consideration consists of AIMCO Common
Stock, appropriate procedures shall be established by AIMCO and the Paying Agent
so that each holder of a Certificate at the Effective Time shall be entitled to
vote on all matters subject to the vote of holders of AIMCO Common Stock with a
record date on or after the Effective Time, whether or not such Certificate
holder shall have surrendered Certificates in accordance with the provisions of
this Agreement. For purposes of the immediately preceding sentence, AIMCO may
rely conclusively on the shareholder records of IPT in determining the identity
of, and the number of Outstanding IPT Common Shares held by, each holder of a
Certificate at the Effective Time.

SECTION 2.4 No Fractional Shares. (a) No scrip or fractional share certificate
for AIMCO Common Stock will be issued upon the surrender for exchange of
Certificates, and an outstanding fractional share interest will not entitle the
owner thereof to vote, to receive dividends or to any rights of a stockholder of
AIMCO or of the Surviving Corporation with respect to such fractional share
interest.

(b) If the Merger Consideration consists of AIMCO Common Stock, as promptly as
practicable following the Effective Time, the Paying Agent shall determine the
excess of (i) the number of full shares of AIMCO Common Stock to be issued and
delivered to the Paying Agent pursuant to Section 2.2 hereof over (ii) the
aggregate number of full shares of AIMCO Common Stock to be distributed to
holder of Outstanding IPT Common

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Shares pursuant to Section 2.2 hereof (such excess being herein called the
"Excess Shares"). Following the Effective Time, the Paying Agent, as agent for
the holders of Outstanding IPT Common Shares, shall sell the Excess Shares at
then prevailing prices on the NYSE, all in the manner provided in subsection (c)
of this Section 2.4.

(c) The sale of the Excess Shares by the Paying Agent shall be executed on the
NYSE through one or more member firms of the NYSE and shall be executed in
roundlots to the extent practicable. The Paying Agent shall use all reasonable
efforts to complete the sale of the Excess Shares as promptly following the
Effective Time as, in the Paying Agent's reasonable judgment, is practicable
consistent with obtaining the best execution of such sales in light of
prevailing market conditions. Until the net proceeds of such sale or sales have
been distributed to the holders of Outstanding IPT Common Shares, the Paying
Agent will hold such proceeds in trust for the holders Outstanding IPT Common
Shares (the "Common Shares Trust"). AIMCO shall pay all commissions, transfer
taxes and other out-of-pocket transaction costs, including the expenses and
compensation of the Paying Agent, incurred in connection with such sale of the
Excess Shares. The Paying Agent shall determine the portion of the Common Shares
Trust to which each holder of Outstanding IPT Common Shares shall be entitled,
if any, by multiplying the amount of the aggregate net proceeds comprising the
Common Shares Trust by a fraction the numerator of which is the amount of
fractional share interests to which such holder of Outstanding IPT Common Shares
is entitled (after taking into account all Outstanding IPT Common Shares held at
the Effective Time by such holder) and the denominator of which is the aggregate
amount of fractional share interests to which all holders of Outstanding IPT
Common Shares are entitled.

SECTION 2.5 No Other Rights. Upon consummation of the Merger, the holder of a
Certificate at and after the Effective Time shall have no rights under this
Agreement with respect to the Outstanding IPT Common Shares represented thereby
other than the right to receive (a) the Merger Consideration, (b) if the Merger
Consideration consists of AIMCO Common Stock, any dividend or other distribution
on the AIMCO Common Stock with a record date on or after the Effective Time and
paid prior to the time such Certificate is surrendered and (c) any unpaid
dividend or other distribution on IPT Common Shares with a record date prior to
the Effective Time. Nothing in this Agreement supersedes the right of the IPT
Shareholders to enforce Section 5.6 for the period provided in Section 9.1.

ARTICLE III

THE CLOSING

SECTION 3.1 Closing. The closing of the Merger (the "Closing") shall take place
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue,
New York, New York 10022, at 10:00 A.M., local time, on the business day on
which all of the conditions set forth in Article VII hereof are first fulfilled
or have been waived, provided that all of the conditions set forth in Article
VII hereof continue to be so satisfied or waived on such day, and if not so
satisfied or waived, the Closing shall be automatically extended from time to
time until the first subsequent day on which all such conditions are again so
satisfied or waived, subject, however, to Article VIII hereof, or shall take
place at such other time, date and place as AIMCO and IPT shall mutually agree
(the "Closing Date").

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF IPT

IPT represents and warrants to AIMCO and Merger Sub as follows:

SECTION 4.1 Organization and Qualification of IPT. As of October 1, 1998, IPT
was a real estate investment trust which had been duly formed and was validly
existing and in good standing under the laws of the State of Maryland. IPT has
furnished to AIMCO true and complete copies of IPT's Declaration of Trust (the
"IPT Declaration") and the IPT Bylaws, each as is in effect on the date of the
Original Agreement.

SECTION 4.2 Organization and Qualification of IPLP. As of October 1, 1998,
Insignia Properties, L.P. ("IPLP") was a limited partnership which had been duly
formed and was validly existing and in good standing under the laws of the State
of Delaware on such date. IPT has furnished to AIMCO true and complete copies of
the Fourth Amended and Restated Agreement of Limited Partnership of IPLP as in
effect on the date of the Original Agreement (the "IPLP Limited Partnership
Agreement"). As of October 1, 1998 and prior to the effective time of the IFG
Merger, the sole general partner of IPLP was IPT, and the limited partners of
IPLP were IFG and Insignia Capital Corporation, a Delaware corporation (which
was a wholly-owned Subsidiary of IFG).

SECTION 4.3 Capitalization. At the date hereof, the authorized shares of
beneficial interest of IPT consist of 400,000,000 IPT Common Shares and
100,000,000 preferred shares of beneficial interest, par value $.01 per share,
of IPT ("IPT Preferred Shares"). At the date hereof, 23,482,538 IPT Common
Shares are issued and outstanding, and (a) no IPT Common Shares are held by
IPT's Subsidiaries, (b) no IPT Preferred Shares are issued and (c) no bonds,
debentures, notes or other indebtedness having the right to vote (or convertible
into securities having the right to vote) on any matters on which shareholders
of IPT may vote ("Voting Debt") were issued or outstanding. At the date hereof,
all outstanding IPT Common Shares are validly issued, fully paid and
nonassessable and are not subject to preemptive rights. On the date hereof,
there are no outstanding subscriptions, calls, options, contracts, voting
trusts, proxies or other commitments, understandings, restrictions,
arrangements, rights or warrants, including any right of conversion or exchange
under any outstanding security, instrument or other agreement, obligating IPT or
IPLP to issue, deliver or sell, or cause to be issued, delivered or sold,
additional IPT Common Shares, IPT Preferred Shares or other ownership interests
in IPT or IPLP or any Voting Debt of IPT or IPLP or obligating IPT or IPLP to
grant, extend or enter into any such agreement or commitment.

SECTION 4.4 Authority; Non-Contravention.

(a) Authority. IPT had, as of October 1, 1998, and has, as of the date hereof,
all requisite trust power and authority to enter into the Original Agreement and
this Agreement, respectively, and, subject to obtaining the affirmative vote of
a majority of the IPT Common Shares outstanding on the record date for the
meeting of IPT Shareholders for the purpose of voting on this Agreement, the
Merger and the other transactions contemplated hereby, including adjournments
and postponements thereof (the "IPT Meeting"), at which such vote is taken (the
"IPT Shareholders' Approval"), to consummate the transactions contemplated
thereby and hereby. The execution and delivery of the Original Agreement and the
consummation by IPT of the transactions contemplated thereby have been duly
authorized by the IPT Board. The execution and delivery of this

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Agreement and the consummation by IPT of the transactions contemplated hereby
have been duly authorized by the IPT Board (including all of the Continuing
Trustees and with the AIMCO-nominated Trustees abstaining), which constitutes
all necessary trust action on the part of IPT, subject to obtaining the IPT
Shareholders' Approval. The Original Agreement and this Agreement each have been
duly and validly executed and delivered by IPT and, assuming the due
authorization, execution and delivery hereof by AIMCO and Merger Sub, this
Agreement constitutes the legal, valid and binding obligation of IPT enforceable
against IPT in accordance with its terms.

(b) Non-Contravention. As of October 1, 1998, the execution and delivery of the
Original Agreement by IPT did not, and as of the date hereof, the execution and
delivery of this Agreement, will not, in any respect, violate, conflict with or
result in a breach of any provision of the IPT Declaration or the IPT Bylaws.
Subject to obtaining the IPT Shareholders' Approval, the consummation of the
transactions contemplated hereby will not, in any respect, violate, conflict
with or result in a breach of any provision of the IPT Declaration or the IPT
Bylaws.

SECTION 4.5 Tax Matters. "Taxes," as used in this Agreement, unless otherwise
stated, means any and all Federal, state, local and foreign taxes, including,
without limitation, income, sales and use, withholding, transfer, franchise,
real and personal property, employment and payroll taxes, together with any
interest, penalties and additions thereto. "Tax Return," as used in this
Agreement, means any report, return or other information required to be supplied
to any person with respect to Taxes.

(a) REIT Classification. At all times from the date of its organization to and
including October 1, 1998, IPT has been organized and operated in conformity
with Sections 856-860 of the Code (the "Status Requirements"), and its method of
operation during such period satisfied the Status Requirements. The consummation
by IPT of the transactions contemplated by the Original Agreement and the
compliance with or fulfillment of the terms and provisions thereof by IPT would
not have adversely affected the qualification of IPT as a REIT for its taxable
year ending at the Effective Time.

(b) Subchapter C Earnings and Profits. As of October 1, 1998, IPT did not have
any earnings and profits in excess of $1 million accumulated in any non-REIT
year within the meaning of Section 857 of the Code, including as a result of the
AMIT Merger.

SECTION 4.6 Vote Required. The IPT Shareholders' Approval is the only vote of
the holders of any class of any outstanding shares of beneficial interest of IPT
that is required to approve this Agreement, the Merger and the other
transactions contemplated hereby.

SECTION 4.7 AMIT Merger. AMIT was merged with and into IPT on September 17,
1998.

SECTION 4.8 Opinion of Financial Advisor. On October 1, 1998, the IPT Board
received the Lehman Opinion, which opines that the Merger Consideration is fair
from a financial point of view to the holders of IPT Common Shares other than
IFG and AIMCO and their respective Subsidiaries.

SECTION 4.9 Brokers. As of October 1, 1998, except for Lehman Brothers Inc., no
broker, finder or investment banker is entitled to any broker's, finder's or
other fee or commission in connection with the Merger or the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
IPT.

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SECTION 4.10 Absence of Inducement. In entering into this Agreement, IPT has
not been induced by, or relied upon, any representations, warranties, or
statements by AIMCO or Merger Sub not set forth or referred to in this
Agreement, the schedules hereto or the other documents required to be delivered
hereby, whether or not such representations, warranties, or statements have
actually been made, in writing or orally; and IPT acknowledges that, in entering
into this Agreement, AIMCO and Merger Sub have been induced by and relied upon
the representations and warranties of IPT herein set forth and in the other
documents required to be delivered hereby. IPT made its own investigation of
AIMCO and Merger Sub prior to the execution of this Agreement and has not been
induced by or relied upon any representations, warranties or statements as to
the advisability of entering into this Agreement other than as set forth above
or in the AIMCO SEC Reports (as defined in Section 5.4).

SECTION 4.11 Restricted IPT Common Shares. There will not be more than 450,000
Restricted Shares outstanding at the Effective Time.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF AIMCO AND MERGER SUB

AIMCO and Merger Sub, jointly and severally, represent and warrant to IPT as
follows:

SECTION 5.1 Organization and Qualification. As of October 1, 1998, AIMCO was,
and as of the date hereof AIMCO is, a corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland. As of the
date hereof, Merger Sub is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland. As of October 1, 1998
AIMCO was, and as of the date hereof AIMCO, is duly qualified and in good
standing to do business in each jurisdiction where such qualification is
required, other than in such jurisdictions where the failure to so qualify would
not have, individually or in the aggregate, a material adverse effect on the
business, assets, financial condition, results of operations or prospects of
AIMCO and its Subsidiaries taken as a whole (an "AIMCO Material Adverse
Effect"). As of the date hereof, Merger Sub is not required to be qualified in
any jurisdiction other than the State of Maryland. As of October 1, 1998, AIMCO
had and, as of the date hereof AIMCO has, all requisite corporate power and
authority, and, as of October 1, 1998, had and, as of the date hereof, AIMCO has
been duly authorized by all necessary approvals and orders, to own, lease and
operate its assets and properties to the extent owned, leased and operated and
to carry on it business as it was then being conducted. Merger Sub was formed
solely for the purpose of engaging in the transactions contemplated by this
Agreement and has not engaged in any other business activities or conducted any
operations other than in connection with the transactions contemplated hereby.

SECTION 5.2 Capitalization.

(a) As of October 1, 1998, the authorized stock of AIMCO consisted of
486,027,500 shares of AIMCO Common Stock, 262,500 shares of Class B Common
Stock, par value $.01 per share ("AIMCO Class B Common Stock"), and 24,460,000
shares of Preferred Stock, par value $.01 per share ("AIMCO Preferred Stock").
As of October 1, 1998, (i) 47,982,057 shares of AIMCO Common Stock were issued
and outstanding, (ii) 162,500 shares of AIMCO Class B Common Stock were issued
and outstanding, (iii) 22,345,921 shares of AIMCO Preferred Stock were issued
and outstanding (including

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750,000 shares of AIMCO Class B Cumulative Convertible Preferred Stock, par
value $.01 per share; 2,400,000 shares of AIMCO 9% Class C Cumulative Preferred
Stock, par value $.01 per share; 4,200,000 shares of AIMCO 8.75% Class D
Cumulative Preferred Stock, par value $.01 per share; 8,945,921 shares of AIMCO
Class E Cumulative Convertible Preferred Stock, par value $.01 per share;
4,050,000 shares of AIMCO Class G Preferred Stock, par value $.01 per share; and
2,000,000 shares of AIMCO Class H Preferred Stock, par value $.01 per share),
(iv) 5,362,879 shares of AIMCO Common Stock were reserved for issuance upon the
exchange of units of limited partnership in AIMCO OP, (v) 5,115,246 shares of
AIMCO Common Stock were reserved for issuance pursuant to the AIMCO benefit
plans (the "AIMCO Benefit Plans") listed on Schedule 5.2 hereof and outstanding
warrants, (vi) 11,408,973 shares of AIMCO Common Stock were reserved for
issuance upon conversion of AIMCO Preferred Stock, (vii) 162,500 shares of AIMCO
Common Stock were reserved for issuance upon conversion of AIMCO Class B Common
Stock and (viii) no Voting Debt of AIMCO was issued or outstanding.

(b) As of October 1, 1998, all outstanding shares of AIMCO Common Stock and
AIMCO Preferred Stock were validly issued, fully paid and nonassessable and are
not subject to preemptive rights.

(c) Upon consummation of the Merger and issuance, if applicable, of shares of
AIMCO Common Stock which comprise the Merger Consideration, all such shares will
be validly issued, fully paid and nonassessable and will not be subject to
preemptive rights.

(d) As of October 1, 1998, except as set forth on Schedule 5.2 hereof or
pursuant to the Original Agreement, there were no outstanding subscriptions,
calls, options, contracts, voting trusts, proxies or other commitments,
understandings, restrictions, arrangements, rights or warrants, including any
right of conversion or exchange under any outstanding security, instrument or
other agreement, obligating AIMCO or any of its Subsidiaries to issue, deliver
or sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other ownership interest or any Voting Debt of AIMCO or any of its
Subsidiaries or obligating AIMCO or any Subsidiary of AIMCO to grant, extend or
enter into any such agreement or commitment. Except as set forth on Schedule 5.2
hereof, after the Effective Time, there will be no agreement or commitment of
any character obligating AIMCO or any of its Subsidiaries to issue, deliver or
sell, or cause to be issued, delivered or sold, any shares of capital stock or
other ownership interest or any Voting Debt of AIMCO or any of its Subsidiaries,
or obligating AIMCO or any Subsidiary of AIMCO to grant, extend or enter into
any such agreement or commitment.

(e) The authorized capital stock of Merger Sub consists of 100 common shares of
beneficial interest, par value $.01 per share, all of which are validly issued,
full paid and nonassessable and are owned by AIMCO.

SECTION 5.3 Authority; Non-Contravention; Required Filings.

(a) Authority. AIMCO had on October 1, 1998, and AIMCO has on the date hereof,
all requisite corporate power and authority to enter into the Original Agreement
and this Agreement, respectively, and to consummate the transactions
contemplated hereby. As of the date hereof, Merger Sub has all requisite trust
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of the Original
Agreement and this Agreement and the consummation by AIMCO of the transactions
contemplated thereby and hereby have each been duly

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authorized by the AIMCO Board, which constitutes all necessary corporate action
on the part of AIMCO. The execution and delivery of this Agreement and the
consummation by Merger Sub of the transactions contemplated hereby have each
been duly authorized by the board of trustees of Merger Sub and approved by
AIMCO, as the sole shareholder of Merger Sub, which constitutes all necessary
trust action on the part of Merger Sub. Each of the Original Agreement and this
Agreement have been duly and validly executed and delivered by AIMCO and this
Agreement has been duly and validly executed and delivered by Merger Sub and,
assuming the due authorization, execution and delivery thereof and hereof by
IPT, this Agreement constitutes the legal, valid and binding obligation of each
of AIMCO and Merger Sub enforceable against AIMCO and Merger Sub in accordance
with its terms.

(b) Non-Contravention. The execution and delivery of the Original Agreement did
not, the execution and delivery of this Agreement by each of AIMCO and Merger
Sub does not, and the consummation of the transactions contemplated hereby will
not, violate, conflict with or result in a breach of (any such violation,
conflict or breach is referred to herein as a "Violation") any provision of (i)
the charter of AIMCO, as in effect on October 1, 1998 and on the date hereof, or
the by-laws of AIMCO, as in effect on October 1, 1998 and on the date hereof,
(ii) the declaration of trust of Merger Sub, as in effect on the date hereof or
the by-laws of Merger Sub as in effect on the date hereof, (iii) any statute,
law, ordinance, rule, regulation, judgment, decree, order, injunction, writ,
permit or license of any governmental authority (a "Law") applicable to AIMCO,
Merger Sub or any other Subsidiary of AIMCO or any of their respective
properties or assets or (iv) any note, bond, mortgage, indenture, credit
enhancement agreement, deed of trust, license, franchise, permit, concession,
contract, lease or other instrument, obligation or agreement of any kind to
which AIMCO, Merger Sub or any other Subsidiary of AIMCO is a party or by which
it or any of its properties or assets may be bound or affected, except in the
case of clause (iii) or (iv) for any such Violation which would not have,
individually or in the aggregate, an AIMCO Material Adverse Effect.

(c) Required Filings. As of the date hereof, except as required under the
Securities Act of 1933, as amended (the "Securities Act"), the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules of the NYSE
(the "AIMCO Required Filings"), no declaration, filing or registration with, or
notice to, or authorization, consent or approval of, any court, federal, state,
local or foreign government or regulatory body (including the United States
Department of Housing and Urban Development and/or applicable state housing
agencies (collectively, "HUD"), a stock exchange or other self-regulatory body)
or authority (each, a "Governmental Authority") is necessary for the execution
and delivery of the this Agreement by AIMCO or Merger Sub or the consummation by
AIMCO or Merger Sub of the transactions contemplated hereby, except as would not
result, individually or in the aggregate, in an AIMCO Material Adverse Effect.

SECTION 5.4 Reports and Financial Statements. As of October 1, 1998, all
filings required to be made by AIMCO since December 31, 1997 under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act (the "AIMCO SEC Reports") had been
filed with the Securities and Exchange Commission ( the "SEC"). The AIMCO SEC
Reports, as of their respective dates, complied in all material respects with
all applicable requirements of the appropriate statutes and the rules and
regulations thereunder. As of their respective dates, the AIMCO SEC Reports did
not contain any untrue statement of a material fact

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or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The audited consolidated financial statements and
unaudited interim financial statements of AIMCO included in the AIMCO SEC
Reports have been prepared in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis (except as may be indicated
therein or in the notes thereto or, with respect to unaudited interim financial
statements, as permitted by Form 10-Q of the SEC) and fairly present, in all
material respects, the financial position of AIMCO as of the dates thereof and
the results of its operations and cash flows for the periods then ended,
subject, in the case of the unaudited interim financial statements, to normal,
recurring audit and year-end adjustments.

SECTION 5.5 Absence of Certain Changes or Events. As of October 1, 1998, except
as set forth in the AIMCO SEC Reports, since December 31, 1997, (a) each of
AIMCO and its Subsidiaries had conducted its business in the ordinary course of
business consistent with past practice, and (b) there had not been any AIMCO
Material Adverse Effect.

SECTION 5.6 Registration Statement, Information Statement/Prospectus and
Schedule 13E-3. The information supplied or to be supplied by or on behalf of
AIMCO or Merger Sub for inclusion or incorporation by reference in (a) a
registration statement on Form S-4 (together with all amendments thereto, the
"Registration Statement") in connection with the proposed issuance of shares of
AIMCO Common Stock as Merger Consideration, in which the Information
Statement/Prospectus (as defined below) shall be included as a prospectus at the
time it is filed with the SEC, at the time the Registration Statement is filed
with the SEC, at the time it becomes effective under the Securities Act, and at
the Effective Time will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and (b) a combined
information statement and prospectus to be distributed in connection with the
Merger and the transactions contemplated hereby (as amended or supplemented, the
"Information Statement/ Prospectus"), at the time it is filed with the SEC, at
the time it is mailed to the IPT Shareholders and at the time of the IPT
Meeting, and the transaction statement on Schedule 13E-3 (the "Schedule 13E-3"),
at the time such statement is filed with the SEC, will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. The Registration
Statement, the Information Statement/Prospectus and the Schedule 13E-3 will
comply as to form in all material respects with the provisions of the Securities
Act and the Exchange Act and the rules and regulations thereunder.

SECTION 5.7 No Vote Required. The approval of the Original Agreement, this
Agreement, the Merger and the other transactions contemplated thereby and
hereby, including, without limitation, the issuance and listing on the NYSE of
the shares of AIMCO Common Stock to be issued in the Merger, did not and does
not require the vote of the holders of any class or series of stock of AIMCO or
any of its Subsidiaries (other than the approval by AIMCO as the sole
shareholder of Merger Sub, which has been obtained).

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SECTION 5.8 Tax Matters.

(a) Filing of Timely Tax Returns. As of October 1, 1998, AIMCO and each of its
Subsidiaries had filed (or there had been filed on their respective behalf) all
Tax Returns required to be filed by each of them under applicable law. All such
Tax Returns were and are in all material respects true, complete and correct and
filed on a timely basis.

(b) Payment of Taxes. As of October 1, 1998, AIMCO and each of its Subsidiaries
had, within the time and in the manner prescribed by law, paid all Taxes that
are currently due and payable for all periods through and including the Closing
Date, except for those contested in good faith and for which adequate reserves
have been taken.

(c) Tax Reserves. As of October 1, 1998, AIMCO and its Subsidiaries had
established on their books and records reserves adequate to pay all material
Taxes and reserves for deferred income Taxes in accordance with GAAP.

(d) Tax Liens. As of October 1, 1998, there were no Tax liens upon the material
assets of AIMCO or any of its Subsidiaries except liens for Taxes not yet
delinquent.

(e) REIT Classification. At all times since the initial public offering of
AIMCO, AIMCO has been organized and operated in conformity with the Status
Requirements, and its proposed method of operation will enable it to continue to
meet the Status Requirements and otherwise qualify as a REIT.

(f) Continuation as REIT. The consummation by AIMCO and Merger Sub of the
transactions contemplated hereby and the compliance with or fulfillment of terms
and provisions hereof by AIMCO and Merger Sub, will not adversely affect the
qualification of AIMCO as a REIT for each taxable year ending on or after the
date on which the Effective Time occurs.

(g) Deficiencies. As of October 1, 1998, no deficiencies for any Taxes had been
proposed, asserted or assessed against AIMCO, and there was no outstanding
waiver of the statute of limitations with respect to any Taxes or Tax Returns of
AIMCO.

(h) Domestic Control. As of October 1, 1998, AIMCO believed that it was a
"domestically-controlled" REIT within the meaning of Section 897(h)(4)(B) of the
Code.

SECTION 5.9 Brokers. As of October 1, 1998, no broker, finder or investment
banker was entitled to any broker's, finder's or other fee or commission in
connection with the Merger or the transactions contemplated by this Agreement
based upon arrangements made by, or on behalf of, AIMCO.

SECTION 5.10 Absence of Inducement. In entering into this Agreement, neither
AIMCO nor Merger Sub has been induced by, or relied upon, any representations,
warranties, or statements by IPT not set forth or referred to in this Agreement
or the other documents required to be delivered hereby, whether or not such
representations, warranties, or statements have actually been made, in writing
or orally, and each of AIMCO and Merger Sub acknowledges that, in entering into
this Agreement, IPT has been induced by and relied upon the representations and
warranties of AIMCO and Merger Sub herein set forth, the information set forth
in the AIMCO SEC Reports and in the other documents required to be delivered
hereby. AIMCO and Merger Sub have made their own investigation of IPT prior to
the execution of this Agreement and have not been induced

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by or relied upon any representations, warranties or statements as to the
advisability of entering into this Agreement other than as set forth above.

SECTION 5.11 Conduct of IPT's Business. AIMCO has complied, and has caused IPT
to comply, with Section 6.14(a)-(j) from October 1, 1998 to the date hereof.

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.1 IPT and IPLP Distributions.

(a) Definitions.

(i) "Special AIMCO Distribution" means any distribution, other than a
regular quarterly distribution, on a share of AIMCO Common Stock with a
record date prior to the Effective Time.

(ii) "IPT Special Distribution Amount" means an amount (rounded up to the
next whole cent) equal to (a) $0.16; plus (b) either (i), if the IPT
Meeting Date occurs on or before February 28, 1999, $0.001758 multiplied by
the number of days between December 24, 1998 (inclusive) and the day
immediately preceding the IPT Meeting Date (inclusive), or (ii) if the IPT
Meeting Date occurs on or after March 1, 1998, $0.117786 plus the product
obtained when (A) the number of days between March 1, 1998 (inclusive) and
the day immediately preceding the IPT Meeting Date (inclusive) is
multiplied by (B) the greater of (x) $0.001758 or (y) the quotient of (i)
the product obtained when multiplying (I) the quotient obtained by dividing
$13.28 by the AIMCO Collar Price by (II) the per share amount of the most
recent distribution declared, as of the date of determination, by the AIMCO
Board, in respect of the AIMCO Common Stock (other than a Special AIMCO
Distribution); divided by (ii) 91.

(b) Regular Quarterly Distributions. IPT shall not, from and after the date
hereof, declare or pay distributions on the IPT Common Shares except as set
forth in Sections 6.1(c), (d) and (e); provided, however, that if the Effective
Time shall not have occurred by June 1, 1999, IPT may thereafter, at the
election of a majority of the Continuing Trustees, declare and pay a
distribution in an amount in cash per IPT Common Share equal to the IPT Special
Distribution Amount (assuming that for purposes of determining the IPT Special
Distribution Amount, the IPT Meeting Date were the date prior to the record date
for such distribution) and regular quarterly distributions thereafter, each in
an amount in cash per IPT Common Share equal to the greater of (x) $0.16 or (y)
the product of (i) the quotient obtained by dividing $13.28 by the AIMCO Collar
Price multiplied by (ii) the per share amount of the most recent distribution
declared, as of the date of determination, by the AIMCO Board in respect of the
AIMCO Common Stock (other than a Special AIMCO Distribution).

(i) On a date prior to the IPT Meeting, IPT shall declare a special cash
distribution with a record date which is the date immediately preceding the
IPT Meeting Date in an amount per IPT Common Share equal to the IPT Special
Distribution Amount.

(ii) Before the Closing Date, IPT shall set aside the monies necessary to
pay the distribution pursuant to this Section 6.1(c) and such distribution
shall be paid fifteen calendar days after such record date.

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(d) Special AIMCO Distribution. In the event that the Effective Time has not
occurred on or before February 28, 1999, if at any time thereafter AIMCO
declares a Special AIMCO Distribution, then IPT shall promptly declare and pay a
corresponding distribution on each IPT Common Share with the same record date in
an amount equal to the amount of such Special AIMCO Distribution, multiplied by
$13.28, divided by the AIMCO Collar Price.

(e) Excess Distribution. If and to the extent that IPT reasonably determines
that the distributions required to be paid by IPT pursuant to the foregoing
subsections (c) and (d) of this Section 6.1 are not sufficient for IPT to meet
the distribution requirements applicable to REITs for IPT's taxable year ended
on the date on which the Effective Time occurs, including as a result of the
AMIT Merger, then IPT shall, prior to the date on which the Effective Time
occurs, declare, with a record date prior to the Effective Time, one or more
special distributions in respect of the IPT Common Shares in an aggregate amount
equal to the amount of such shortfall (the aggregate of all such distributions
per IPT Common Share, if any, is referred to herein as the "Excess Distribution
Amount").

(f) Covenant of AIMCO. AIMCO covenants and agrees that AIMCO will cause IPT to
timely declare and pay the distributions required to be made pursuant to this
Section 6.1.

SECTION 6.2 Registration Statement, Information Statement/Prospectus and
Schedule 13E-3.

(a) As soon as reasonably practicable after October 1, 1998, (i) AIMCO shall
prepare and file with the SEC the Registration Statement and (ii) the parties
shall prepare and file with the SEC the Information Statement/Prospectus and
Schedule 13E-3.

(b) The parties shall use their reasonable best efforts to have the Registration
Statement declared effective under the Securities Act by the SEC as soon as
practicable after such filing and to cause the Information Statement/Prospectus
to be mailed to IPT Shareholders as soon as practicable after the Registration
Statement is declared effective by the SEC. None of the parties shall take any
action or omit to take any action which could reasonably be expected to result
in any postponement or adjournment of the IPT Meeting; provided, however, that
any party may take such action or omit to take such action which counsel has
advised is required to be taken or omitted if it does not result in the
postponement of the IPT Meeting more than 10 NYSE trading days.

(c) Each party shall furnish all information concerning itself which is required
or customary for inclusion in the Registration Statement, the Information
Statement/ Prospectus or the Schedule 13E-3. The information provided by any
party for use in (i) the Registration Statement will not, either at the time the
Registration Statement is filed with the SEC, at the time any amendment thereof
or supplement thereto is filed with the SEC, or at the time it becomes effective
under the Securities Act, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and (ii) the Information
Statement/Prospectus will not, either at the date mailed to the IPT Shareholders
or at the time of the IPT Meeting, and the Schedule 13E-3 will not, at the time
it is filed with the SEC or at the time any amendment thereof or supplement
thereto is filed with the SEC, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. No representation, covenant or agreement is made
by any party with respect to information

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supplied by the other party for inclusion in the Registration Statement, the
Information Statement/Prospectus or the Schedule 13E-3.

(d) Each party shall also take such action as may be reasonably required to
cause the shares of AIMCO Common Stock covered by the Registration Statement to
be approved for listing on the NYSE as of the Effective Time, upon official
notice of issuance. Each party shall also take such action as may be reasonably
required to cause the shares of AIMCO Common Stock issuable in connection with
the Merger to be registered or to obtain an exemption from registration under
applicable state "blue sky" or securities laws; provided, however, that no party
shall be required to register or qualify as a foreign corporation or to take
other action which would subject it to general service of process in any
jurisdiction where the Surviving Entity will not be, following the Merger, so
subject.

SECTION 6.3 Regulatory Matters. Each party shall cooperate and use its
reasonable best efforts to promptly prepare and file all necessary documentation
and to effect all necessary applications, notices, petitions, filings and other
documents, including, without limitation, the AIMCO Required Filings.

SECTION 6.4 Shareholder Approval. IPT shall, as soon as practicable after
October 1, 1998, (a) take all steps necessary to duly call, give notice of,
convene and hold the IPT Meeting, which meeting shall be held on a date
(including the date on which action is taken at such meeting as it may be
postponed or adjourned, the "IPT Meeting Date") which is a NYSE trading day,
provided that the day immediately preceding such date must also be a NYSE
trading day, and (b) timely distribute to IPT Shareholders the Information
Statement/Prospectus. The IPT Board, acting upon the recommendation of a
majority of the Continuing Trustees, unless otherwise required in accordance
with its fiduciary duties to IPT Shareholders, shall recommend to such
shareholders the approval of the Merger, this Agreement and the transactions
contemplated hereby and cooperate and consult with AIMCO with respect to each of
the foregoing matters. Notwithstanding the foregoing, IPT and the Continuing
Trustees may take and disclose to IPT Shareholders a position contemplated by
Rule 14e-2 promulgated under the Exchange Act if required to do so by the
Exchange Act, comply with Rule 14d-9 thereunder and make all other disclosures
required by applicable law.

SECTION 6.5 Vote of IPT Common Shares Owned by AIMCO. AIMCO agrees to vote all
IPT Common Shares owned of record by it, and to cause all IPT Common Shares
owned of record by its Subsidiaries to be voted, for approval of this Agreement
and the transactions contemplated hereby and has executed a proxy in favor of
Messrs. Aston, Farkas and Garrison (the "Proxyholders") to vote all such IPT
Common Shares held by AIMCO, directly or indirectly, in favor of the Merger, the
adoption of this Agreement and the transactions contemplated hereby. AIMCO
further agrees that, through the Effective Time, it shall not (a) sell, transfer
or otherwise dispose of any IPT Common Shares owned by it or permit any of its
Subsidiaries to sell, transfer or otherwise dispose of any IPT Common Shares
owned by it, (b) cause or permit IPT to issue additional IPT equity securities
to any other Person or take any other action which could have the effect of
reducing the proportion of IPT Common Shares owned by AIMCO and its Subsidiaries
that are entitled to vote on the Merger, this Agreement and the transactions
contemplated hereby, or (c) grant any other proxies with respect to such shares;
provided, however, that AIMCO may (i) transfer IPT Common Shares owned by it to
its Subsidiaries so long as such Subsidiary agrees in writing to be bound by the
terms of this Agreement and

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executes and delivers to the Proxyholders a proxy to vote such IPT Common Shares
in favor of the Merger, the adoption of this Agreement and the transactions
contemplated hereby, or (ii) pledge such IPT Common Shares to a commercial bank
or other bona fide financial institution with capital exceeding $100,000,000 (a
"Financial Institution") so long as such Financial Institution agrees in writing
to (A) honor the proxy given by AIMCO to the Proxyholders with respect to such
pledged IPT Common Shares, (B) execute and deliver to the Proxyholders a proxy
in favor of the Proxyholders or their successors once the Financial Institution
obtains the right to vote such pledged IPT Common Shares and (C) cause any
transferee of such IPT Common Shares from the Financial Institution to execute
and deliver a proxy in favor of the Proxyholders or their successors and to
agree to cause any subsequent transferee of the IPT Common Shares to also agree
to the obligations in this clause (C).

SECTION 6.6 Public Announcements. Subject to each party's disclosure
obligations imposed by law and the rules of any national securities exchange or
inter-dealer quotation system on or in which the shares of stock, beneficial
interest or other ownership interests of IPT or AIMCO are now or may later be
listed or authorized to be quoted, IPT and AIMCO shall cooperate with each other
in the development and distribution of all news releases and other public
announcements with respect to this Agreement or any of the transactions
contemplated hereby and shall not issue any public announcement or statement
with respect hereto or thereto without the consent of the other party (which
consent shall not be unreasonably withheld).

SECTION 6.7 Expenses. All costs and expenses incurred in connection with the
Original Agreement and this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses.

SECTION 6.8 Further Assurances. Each of AIMCO and Merger Sub covenants and
agrees to use its reasonable best efforts to consummate the Merger as soon as
possible. Each party shall, and shall cause its Subsidiaries to, execute such
further documents and instruments and take such further action, including,
without limitation, obtaining any consents, authorizations, exemptions and
approvals, as may be necessary to perform the obligations and satisfy the
conditions to be performed or satisfied by either party pursuant to this
Agreement or as may reasonably be requested by the other party in order to
consummate the Merger in accordance with the terms hereof.

SECTION 6.9 Transfer Taxes. The parties shall cooperate in the preparation,
execution and filing of all returns, questionnaires, applications or other
documents regarding the real property transfer or gains, sales, use, transfer,
value added, stock transfer and stamp taxes, any transfer, recording,
registration and other fees or similar Taxes ("Transfer Taxes") which become
payable in connection with the transactions contemplated by this Agreement that
are required to be filed on or before the Effective Time.

SECTION 6.10 IPT Trustees and Officers.

(a) IPT shall recognize that the Continuing Trustees are authorized and
empowered to act to the extent set forth in the IPT Bylaws. The AIMCO Committee
and the Executive Committee shall not be dissolved prior to the earlier of the
Effective Time or the termination of this Agreement.

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(b) The powers of the Continuing Trustees shall not be modified, without the
consent of a majority of the Continuing Trustees, prior to the earlier of the
Effective Time or the termination of this Agreement.

(c) If, after October 1, 1998 and prior to the Effective Time, any IPT
Shareholder vote is taken for the election of a trustee to a trusteeship on the
IPT Board currently occupied by a Continuing Trustee or by any successor duly
elected hereunder (a "Continuing Trusteeship"), AIMCO shall vote its IPT Common
Shares for the reelection of each such Continuing Trustee or for the election of
such Continuing Trustee's successor as may be designated by a majority of the
remaining Continuing Trustees. If, after October 1, 1998 and prior to the
Effective Time, any vacancy on the IPT Board arises with respect to a Continuing
Trusteeship, AIMCO shall cause the AIMCO-nominated Trustees to vote to fill such
vacancy by electing a person nominated by a majority of the remaining Continuing
Trustees.

(d) After October 1, 1998 and prior to the earlier of the Effective Time or the
termination of this Agreement, without the prior written consent of a majority
of the Continuing Trustees, which shall not be unreasonably withheld, IPT shall
not terminate (i) Ernst & Young LLP from serving as its independent auditors,
(ii) Lehman Brothers Inc. from serving as its financial advisor with respect to
the Merger, or (iii) Proskauer Rose LLP, Miles & Stockbridge P.C., Rogers &
Wells or Akin, Gump, Strauss, Hauer & Feld, L.L.P. from serving as its legal
counsel with respect to the Merger.

(e) The parties agree that Jeffrey P. Cohen shall remain as Secretary of IPT
and, in such capacity, shall be invited and entitled to attend all meetings of
the IPT Board and each committee thereof. In the event that Jeffrey P. Cohen
shall cease to serve as Secretary of IPT for any reason, another individual
nominated by a majority of the Continuing Trustees shall be appointed to such
position and be so invited and entitled to attend such meetings.

(f) Without the approval of a majority of the Continuing Trustees, AIMCO shall
not, and shall not permit any AIMCO-nominated Trustee to, remove a Continuing
Trustee from the IPT Board or amend the IPT Declaration (unless such amendment
shall have been approved by a majority of the Continuing Trustees).

SECTION 6.11 Modification of Form of Transaction. Upon the earlier to occur of
(a) December 31, 2000 or (b) such time (if ever) as any Law is adopted or
promulgated after October 1, 1998 which has the effect, as supported by the
written opinion of outside counsel for AIMCO, of prohibiting the Merger, or any
court of competent jurisdiction in the United States shall have issued an order,
judgment or decree permanently restraining, enjoining or otherwise prohibiting
the Merger, which order, judgment or decree has become final and nonappealable,
IPT, acting upon the recommendation of a majority of the Continuing Trustees,
Merger Sub and AIMCO shall each use its best efforts to restructure the form of
the transaction to one which has a materially improved chance of completion and
can be accomplished without materially changing either the consideration to be
received by IPT Shareholders or the tax or other economic consequences of the
transaction to AIMCO, Merger Sub and its other Subsidiaries. Any restructuring
of the transaction as contemplated by this Section 6.11 shall not relieve AIMCO,
Merger Sub or IPT of their respective obligations under Section 6.8 of this
Agreement.

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SECTION 6.12 Indemnification.

(a) Certain Definitions.

(i) "Taxes," as used in this Section 6.12, means any Federal, state,
county, local or foreign taxes, charges, fees, levies or other assessments,
including all net income, gross income, sales and use, ad valorem,
transfer, gains, profits, excise, franchise, real and personal property,
gross receipt, capital stock, share, production, business and occupation,
disability, employment, payroll, license, estimated, stamp, custom duties,
severance or withholding taxes or charges imposed by any governmental
entity, and includes any interest and penalties (civil or criminal) on or
additions to any such taxes.

(ii) "Indemnitee" shall mean each person who was, is or hereafter may
become a trustee, officer or employee of IPT, and their respective
successors, heirs and personal representatives.

(iii) "Losses" shall mean any and all actual costs or expenses (including,
without limitation, attorneys' fees billed at standard hourly rates and
expenses, as and when incurred, in connection with any action, claim or
proceeding relating thereto, investigation costs and remediation costs,
interest, penalties and fines and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), judgments, amounts paid in settlement, fines,
penalties, assessments, Taxes (excluding Taxes arising from amounts paid to
an Indemnitee), losses, actions or causes of action, claims, demands,
damages, liabilities, obligations, awards, disbursements or assessments of
every kind, nature and description. Notwithstanding the foregoing, Losses
shall be reduced to reflect any insurance proceeds actually recovered by
the Indemnitee relating to such claim, provided that this reduction shall
not be applied if to do so would excuse any insurer from any obligation to
cover any loss. If the Indemnitee receives insurance proceeds after it
receives indemnity hereunder, then the Indemnitee, within ten days of
receipt of such proceeds, shall pay to AIMCO or Merger Sub, as applicable,
the amount by which AIMCO's or Merger Sub's payment would have been reduced
if the insurance proceeds had been received before AIMCO or Merger Sub, as
applicable, paid the Indemnitee.

(b) AIMCO and Merger Sub shall, jointly and severally, save, defend, indemnify
and hold harmless each Indemnitee to the fullest extent permitted by applicable
law from and against all Losses, as and when incurred, whether or not involving
a third party, that arise out of or are the result of the fact that he is, was,
or is to be, either prior to or after the execution of the Original Agreement, a
trustee, officer or employee of IPT, except that no Indemnitee shall be entitled
to be indemnified hereunder with respect to any Loss determined to have been
incurred (i) by reason of such Indemnitee's wilful misconduct or (ii) with
respect to attorney's fees and expenses which are not reasonable, in each case
in a written factual finding issued in a court proceeding or other adjudication
not subject to further appeal or issued in an arbitration (as to (ii) only).
Each Indemnitee shall promptly return to AIMCO or Merger Sub, as applicable, any
funds advanced to such Indemnitee pursuant to Section 6.12(c) if and to the
extent such Indemnitee is found not to be entitled to be indemnified in the
situations described in clauses (i) and (ii) above. AIMCO or Merger Sub, as
applicable, shall make payments under this Section 6.12 within

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30 days from the date that an Indemnitee has requested an indemnification
payment hereunder.

(c) If any action, suit, proceeding or investigation is commenced as to which an
Indemnitee desires to receive indemnification, such Indemnitee shall notify
AIMCO with reasonable promptness; provided, however, that failure to give
reasonably prompt notice to AIMCO shall not affect the indemnification
obligations of AIMCO and Merger Sub hereunder except to the extent that the
failure to so notify has prejudiced AIMCO or Merger Sub, as applicable, in such
action, suit, proceeding or investigation. The Indemnitee shall have the right
to retain counsel of such Indemnitee's own choice to represent such Indemnitee;
and such counsel shall, to the extent consistent with its professional
responsibilities, cooperate with AIMCO and any counsel designated by AIMCO or
Merger Sub, as applicable. Subject to the penultimate sentence of Section
6.12(b), from time to time as requested by the Indemnitee, AIMCO or Merger Sub,
as applicable, will advance the Indemnitee funds sufficient to satisfy all
attorneys' fees at standard hourly rates and expenses of such counsel as and
when incurred and invoiced. AIMCO and Merger Sub shall be liable only for any
settlement of any claim against an Indemnitee made with AIMCO's or Merger Sub's,
as applicable, written consent, which consent shall not be unreasonably
withheld. Neither AIMCO nor Merger Sub shall, without the prior written consent
of an Indemnitee, settle or compromise any claim, or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent includes, as an unconditional term thereof, the giving by
the claimant to such Indemnitee of an unconditional release from all liability
in respect of such claim.

(d) Before enforcing rights under this Section 6.12, an Indemnitee must first
demand indemnification from IPT pursuant to the indemnification provisions set
forth in the IPT Declaration, IPT Bylaws or any contractual arrangement between
such Indemnitee and IPT. If, after ten business days from the date that such
Indemnitee had requested indemnification from IPT pursuant to the
indemnification provisions of the IPT Declaration, IPT Bylaws or any contractual
arrangement between such Indemnitee and IPT, IPT has not paid the Indemnitee's
claim or satisfactorily responded to such Indemnitee's request, as reasonably
determined by the Indemnitee, the Indemnitee shall be free to assert a claim for
indemnification pursuant to Section 6.12(c).

(e) Notwithstanding any other provision of this Agreement to the contrary, this
Section 6.12 and Section 6.13 shall survive the consummation of the Merger and
termination of this Agreement.

SECTION 6.13 Insurance. AIMCO, Merger Sub and IPT agree that after October 1,
1998 and until the Effective Time, IPT shall maintain in full force and effect,
and AIMCO shall use its best efforts to cause IPT to maintain in full force and
effect, directors', trustees' and officers' liability insurance covering the
existing and Continuing Trustees, directors and officers of IPT and its
Subsidiaries which is no less favorable than the insurance coverage which is in
effect and covering such trustees, directors and officers on October 1, 1998.
Each of AIMCO and Merger Sub further agrees that, following the Effective Time,
the Surviving Entity will maintain such insurance covering such persons, and
each such person covered by such insurance immediately prior to the Effective
Time shall be named as additional insureds.

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SECTION 6.14 Conduct of IPT's Business Pending the Effective Time. Each of IPT
and AIMCO covenants and agrees that from October 1, 1998 until the Effective
Time:

(a) IPT shall use its best efforts to maintain its listing on the American Stock
Exchange;

(b) none of IPT, IPLP or any Controlled IPT Entity (as defined in Section 8.2)
shall loan money to AIMCO or any Controlled AIMCO Entity (as defined in Section
8.2);

(c) neither IPT nor IPLP shall reclassify any of their respective equity
securities or other interests or issue or authorize or propose the issuance of
any other securities or interests in respect of, in lieu or, or in substitution
for, their respective equity securities or other interests;

(d) neither IPT nor AIMCO shall cause the IPLP Limited Partnership Agreement to
be amended, except with the prior consent of a majority of the Continuing
Trustees, provided that IPLP may admit Additional Limited Partners (as defined
the IPLP Limited Partnership Agreement) other than AIMCO or its affiliates to
IPLP in accordance with the terms of the IPLP Limited Partnership Agreement
without such consent;

(e) during such time as AIMCO controls (as such term is defined in the rules and
regulations promulgated under Rule 12b-2 of the Exchange Act) IPT, IPT shall
not, and AIMCO shall cause IPT not to, make termination fee payments to AIMCO or
any of its Subsidiaries under sections 7.1(c), 7.2(c) or 7.2(d) of the IPLP
Limited Partnership Agreement or permit AIMCO to benefit from the rights
provided in section 9.6 thereof;

(f) IPT shall duly and timely file all reports and other documents required to
be filed pursuant to the Securities Act, the Exchange Act and the rules and
regulations thereunder;

(g) IPT shall follow the same general policy as AIMCO in releasing and drafting
its future press releases and, after December 31, 1998, such releases will
include the AIMCO Collar Price (if determinable), the IPT Exchange Value and, if
applicable, the future date through which AIMCO may elect to pay the Merger
Consideration in cash;

(h) AIMCO shall not, nor shall AIMCO permit Merger Sub or any of AIMCO's other
Subsidiaries to, willfully take any action that would result in a state of facts
which would make the Merger impossible to be consummated or would result in a
material breach of any provision of this Agreement or in any of its material
representations and warranties set forth in this Agreement being untrue on and
as of the Effective Time; provided, however, that AIMCO and its Subsidiaries may
issue securities, acquire securities or assets and otherwise act in the ordinary
course of their business;

(i) all transactions between IPT, IPLP or any Controlled IPT Entity, on the one
hand, and AIMCO or any Controlled AIMCO Entity, on the other hand, shall be on
arms' length terms;

(j) IPT shall not increase its annual general and administrative expenses in
excess of an annual increase based on the Consumer Price Index (with the
amortization of restricted stock outstanding as of October 1, 1998 being
excluded from the definition of general and administrative expenses); and

(k) neither AIMCO nor any of its affiliates (as defined in Rule 12b-2 of the
Exchange Act), directly or indirectly, shall bid for, purchase or attempt to
induce any Person to bid for or purchase AIMCO Common Stock except in compliance
with Treasury Regulation M and, treating the purchasing entity as the "issuer,"
Rule 10b-18 under the

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Exchange Act (i) from the fifth business day prior to the first day of the
period in which the AIMCO Collar Price is determined until the last day of the
period in which the AIMCO Collar Price is determined and (ii) from the fifth
business day prior to the first day of the period in which the AIMCO Reference
Price is determined until the last day of the period on which the AIMCO
Reference Price is determined. AIMCO shall report the volume, dates and prices
of such purchases to IPT's Secretary weekly.

SECTION 6.15 AIMCO's Guarantee of Merger Sub's Obligations. AIMCO hereby
unconditionally and irrevocably guarantees to IPT the timely performance by
Merger Sub of each and every obligation of Merger Sub under this Agreement.

ARTICLE VII

CONDITIONS

SECTION 7.1 Conditions to Each Party's Obligation to Effect the Merger. The
respective obligations of each party to effect the Merger shall be subject to
the satisfaction, on or prior to the Closing Date, of the following conditions:

(a) Shareholder Approval. The IPT Shareholders' Approval shall have been
obtained.

(b) No Injunction. No temporary restraining order or preliminary or permanent
injunction or other order by any federal or state court preventing consummation
of the Merger shall have been issued and be continuing in effect.

(c) No Change in Law. The Merger and the other transactions contemplated hereby
shall not have been prohibited under any applicable Federal or state law or
regulation adopted or amended after October 1, 1998.

(d) Effectiveness of Registration Statement. If the Merger Consideration to be
issued pursuant to Section 2.1 includes shares of AIMCO Common Stock, (i) the
Registration Statement shall continue to be effective under the Securities Act
at the Effective Time, and no stop order suspending such effectiveness shall be
in effect and (ii) all applicable time periods required under the Exchange Act
and the American Stock Exchange rules following the mailing of the Information
Statement/Prospectus to IPT Shareholders shall have elapsed.

SECTION 7.2 Additional Conditions to Obligation of IPT to Effect the
Merger. The obligation of IPT to effect the Merger shall be further subject to
the satisfaction, at or prior to the Closing Date, of the following conditions,
unless waived by a majority of the Continuing Trustees in writing:

(a) Fairness Opinion. The Lehman Opinion shall not have been withdrawn.

(b) Representations and Warranties. If the Merger Consideration is comprised of
shares of AIMCO Common Stock, the representations and warranties of AIMCO and
Merger Sub contained in Article V which are qualified as to materiality shall be
true and correct, and all other representations and warranties of AIMCO and
Merger Sub contained in this Agreement shall be true and correct, in all
material respects, in each case (i) on and as of October 1, 1998 and/or the date
hereof, as applicable, and (ii) at and as of the Closing Date with the same
effect as though such representations and warranties had been made at and as of
the Closing Date (except for representations and warranties that expressly speak
only as of a specific date or time (other than October 1, 1998 and/or the date
hereof)

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which need only be true and correct as of such date or time); provided that this
condition to the obligation of IPT to consummate the Merger shall be deemed
satisfied if the aggregate losses, costs, damages and expenses to IPT due to
breaches of such representations and warranties (without giving effect to any
materiality qualification or standard contained in any such representations and
warranties), when aggregated with failures to comply with covenants by AIMCO or
Merger Sub and AIMCO Material Adverse Effects, does not exceed $50 million.

(c) Performance of Obligations of AIMCO. If the Merger Consideration is to be
comprised of shares of AIMCO Common Stock, each of AIMCO, Merger Sub and AIMCO's
other Subsidiaries shall have performed or complied with, in all respects, all
of their respective obligations set forth in Sections 6.1, 6.2, 6.3, 6.6, 6.8,
6.9, 6.10, 6.12, 6.13 and 6.14. If the Merger Consideration is to be comprised
only of cash, AIMCO shall have performed or complied with, in all respects, all
of its obligations set forth in Section 6.1, 6.3, 6.6, 6.8, 6.12 and 6.13.

(d) AIMCO Officer's Certificate. If the Merger Consideration is to be comprised
of shares of AIMCO Common Stock, IPT shall have received a certificate signed by
the President of each of AIMCO and Merger Sub, dated as of the Closing Date, to
the effect that, to the best of such officer's knowledge, the conditions set
forth in Sections 7.2(b) and (c) have been satisfied.

(e) AIMCO Opinions. If the Merger Consideration is to be comprised of shares of
AIMCO Common Stock, IPT shall have received (i) an opinion of Skadden, Arps,
Slate, Meagher & Flom LLP, special tax counsel to AIMCO, dated as of the Closing
Date, substantially in the form attached hereto as Exhibit 7.2(e)-1 (an "AIMCO
REIT Opinion") and (ii) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
special tax counsel to AIMCO, dated as of the Closing Date, substantially in the
form attached hereto as Exhibit 7.2(e)-2 (an "AIMCO Reorganization Opinion");
provided, however, that if all other conditions in this Section 7.2 have been
satisfied or waived and if AIMCO is unable to deliver either of such opinions
after having exercised its reasonable best efforts to do so, (i) the Merger
Consideration shall be paid solely in cash pursuant to clause (y) of Section
2.1(c)(i) and (ii) neither the receipt of an AIMCO REIT Opinion nor the receipt
of an AIMCO Reorganization Opinion by IPT shall be a condition to effecting the
Merger.

(f) AIMCO Corporate Law Opinion. IPT shall have received an opinion of Ballard,
Spahr, Andrews & Ingersoll, LLP, special Maryland counsel to AIMCO, dated as of
the Closing Date, substantially in the form attached hereto as Exhibit 7.2(f).

(g) IPT Distributions. All distributions required to be declared prior to the
Effective Time pursuant to Section 6.1 shall have been declared and any such
distributions required to be paid prior to the Effective Time pursuant Section
6.1 shall have been paid; provided, however, that any waiver of this condition
shall not be deemed a waiver of any of IPT's or AIMCO's obligations under
Section 6.1.

SECTION 7.3 Additional Conditions to Obligation of AIMCO and Merger Sub to
Effect the Merger. The obligation of AIMCO and Merger Sub to effect the Merger
shall be

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further subject to the satisfaction, at or prior to the Closing Date, of the
following conditions, unless waived by AIMCO in writing:

(a) Representations and Warranties. The representations and warranties of IPT
contained in Article IV which are qualified as to materiality shall be true and
correct and all other representations and warranties of IPT contained in this
Agreement shall be true and correct, in all material respects, in each case, on
and as of October 1, 1998 and/or the date hereof, as applicable; provided that
this condition to the obligation of AIMCO to consummate the Merger shall be
deemed satisfied if the aggregate loss, cost, damage or expense to AIMCO due to
breaches of such representations and warranties (without giving effect to any
materiality qualification or standard contained in any such representations and
warranties) does not exceed $50 million.

(b) REIT Opinion. The opinion of Akin, Gump, Strauss, Hauer and Feld, L.L.P.,
counsel to IPT, dated and delivered to AIMCO on October 1, 1998, receipt of
which is hereby acknowledged by AIMCO, shall not have been withdrawn on the
basis solely of facts existing as of October 1, 1998.

(c) Opinion of IPT's Counsel. The opinion of Miles & Stockbridge P.C., counsel
to IPT, dated and delivered to AIMCO on October 2, 1998, receipt of which is
hereby acknowledged by AIMCO, shall not have been withdrawn on the basis solely
of facts existing as of October 2, 1998.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.1 Termination. This Agreement may be terminated and the Merger may be
abandoned at any time prior to the Effective Time, whether before or after
receipt of the IPT Shareholders' Approval contemplated by this Agreement:

(a) by mutual written consent of a majority of the Continuing Trustees, on
behalf of IPT, and the AIMCO Board; or

(b) by AIMCO, by written notice to each of the Continuing Trustees, if the
Effective Time shall not have occurred on or before December 31, 2001; or

(i) the Effective Time shall not have occurred on or before December 31,
2001;

(ii) a majority of the Continuing Trustees shall have determined in good
faith that a proposal by or offer from any Person relating to any (A)
acquisition of a substantial amount of assets of IPT or IPLP or any of the
outstanding IPT Common Shares or IPLP partnership interests, (B) offer to
purchase outstanding IPT Common Shares or IPLP partnership interests or (C)
merger, consolidation, business combination, sale of substantially all of
the assets, recapitalization, liquidation or similar transaction involving
IPT or IPLP, other than the transactions contemplated by this Agreement (an
"Alternative Proposal"), constitutes a proposal that is reasonably likely
to be consummated and would, if consummated, result in a transaction which
is more favorable, from a financial point of view, to IPT Shareholders than
the transactions contemplated by this Agreement (a "Superior Proposal");
provided, however, that the

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Continuing Trustees may not terminate this Agreement pursuant to this Section
8.1(c)(ii) unless (1) five days shall have elapsed after delivery to AIMCO of a
written notice of such determination by the Continuing Trustees and at all
reasonable times during such five-day period the Continuing Trustees shall have
cooperated with AIMCO in informing AIMCO of the terms and conditions of such
Alternative Proposal and the identity of the person or group making such
Alternative Proposal, with the objective of providing AIMCO a reasonable
opportunity, during such five-day period, to propose a modification of the terms
and conditions of this Agreement so that a business combination between IPT and
AIMCO may be effected, (2) during such five-day period, the Continuing Trustees
negotiate in good faith with AIMCO with respect to such proposed modifications
and (3) at the end of such five-day period, a majority of the Continuing
Trustees continues to believe in good faith that such Alternative Proposal
constitutes a Superior Proposal; or

(iii) AIMCO or Merger Sub takes any action that constitutes an anticipatory
repudiation of this Agreement and fails to cure such action within ten days
from receipt of notice (whether written or oral) from a majority of the
Continuing Trustees.

SECTION 8.2 Effect of Termination. In the event of termination of this
Agreement by IPT or AIMCO pursuant to Section 8.1, the effects and consequences
of such termination, and relative rights and obligations of the parties as a
result thereof, shall be as set forth in this Section 8.2 and in the IPT Bylaws.

(a) Certain Definitions. As used in this Agreement, the following terms have the
following meanings:

"AIMCO Termination Reference Price" means the average price (computed based
on the sum of the high and low sales prices of AIMCO Common Stock (as
reported in the NYSE Composite Transactions reporting system as published
in The Wall Street Journal or, if not published therein, in another
authoritative source) divided by two) of a share of AIMCO Common Stock
during the ten consecutive NYSE trading day period ending on and including
the Termination Date.

"AIMCO Termination Share Value" means (i) the AIMCO Termination Reference
Price, if the Termination Date is on or prior to December 31, 1998, or (ii)
the lesser of the AIMCO Collar Price or the AIMCO Termination Reference
Price, if the Termination Date is on or after January 1, 1999.

"Common Partnership Unit" means a fractional, undivided share of common
ownership interest in IPLP, with economic rights and preferences
substantially the same as an IPT Common Share.

"Control" has the meaning specified in Rule 12b-2 of the Exchange Act.

"Controlled AIMCO Entity" means AIMCO and each Person which, as of or after
October 1, 1998, is or becomes, directly or indirectly, Controlled by
AIMCO.

"Controlled IPT Entity" means any Person which, as of or after October 1,
1998, is or becomes, directly or indirectly, Controlled by IPT, other than
IPLP and each wholly-owned Subsidiary of IPT or IPLP.

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"Covered IPT Assets" means any and all (i) securities, assets (whether real
or personal, tangible or intangible) and other things of value acquired by
any Controlled AIMCO Entity from any of IPT, IPLP or any wholly-owned
Subsidiary of IPT or IPLP at any time on or prior to the Termination Date
(including prior to the IFG Merger) and (ii) cash and non-cash
distributions received in respect of the foregoing, together, in the case
of cash distributions, with a return thereon at an annual rate of 10%,
compounded annually, from the date of receipt thereof through the
Termination Date; provided that to the extent any item which would have
otherwise constituted a Covered IPT Asset has been sold or otherwise
disposed of, the consideration received therefor, together with interest on
any cash portion thereof on the same basis, shall be substituted for such
item.

"Covered Third-Party Assets" means any and all of the following acquired by
any Controlled AIMCO Entity from any Person other than IPT, IPLP or a
wholly-owned Subsidiary of IPT or IPLP at any time on or prior to the
Termination Date (including prior to the IFG Merger): (i) equity securities
or debt securities of, or other ownership interests in or indebtedness of,
any Controlled IPT Entity; (ii) assets, whether real or personal, tangible
or intangible, of any Controlled IPT Entity; (iii) any other thing of value
acquired from a Controlled IPT Entity; and (iv) cash and non-cash
distributions received in respect of the foregoing, together, in the case
of cash distributions, with a return thereon at an annual rate of 10%,
compounded annually, from the date of receipt thereof through the
Termination Date; provided that to the extent any item which would have
otherwise constituted a Covered Third-Party Asset has been sold or
otherwise disposed of, the consideration received therefor, together with
interest on any cash portion thereof on the same basis, shall be
substituted for such item.

"IPT Termination Share Value" means an amount equal to the IPT Exchange
Value, divided by the AIMCO Termination Share Value, multiplied by the
AIMCO Termination Reference Price.

"IPT Unwind Consideration" means any and all (i) consideration delivered to
IPT, IPLP and wholly-owned Subsidiaries of IPT and IPLP in exchange for the
Covered IPT Assets and (ii) cash and non-cash distributions received in
respect of the foregoing, together, in the case of cash distributions, with
a return thereon at an annual rate of 10%, compounded annually, from the
date of receipt thereof through the Termination Date; provided that to the
extent any item which would have otherwise constituted IPT Unwind
Consideration has been sold or otherwise disposed of, the consideration
received therefor, together with interest on any cash portion thereof on
the same basis, shall be substituted for such item.

"Termination Date" means the date on which this Agreement is terminated
pursuant to Section 8.1.

"Third-Party Unwind Consideration" means, at the option of the recipient,
the number of fully paid, validly issued and non-assessable IPT Common
Shares or duly issued Common Partnership Units equal to the Third-Party
Unwind Price divided by the IPT Termination Share Value.

"Third-Party Unwind Price" means the aggregate fair value of the
consideration originally paid or delivered by the applicable Controlled
AIMCO Entity in exchange for the Covered Third-Party Assets, plus interest
thereon at an annual rate of 10%,
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compounded annually, from the date of acquisition through the Termination Date,
minus the aggregate fair value of all cash and non-cash distributions received
in respect of the Covered Third-Party Assets, minus interest on the amount of
cash distributions at an annual rate of 10%, compounded annually, from the date
of receipt through the Termination Date; provided, however, that to the extent
any such consideration has been sold or otherwise disposed of, the consideration
received therefor, together with interest on any cash portion thereof on the
same basis, shall be substituted for such consideration.

(b) Third-Party Unwind. As soon as practicable after the Termination Date,
AIMCO shall transfer and assign, or cause to be transferred or assigned, to
IPT or IPLP, as determined by IPT, all of the Covered Third-Party Assets,
in exchange for which IPT or IPLP, as determined by IPT, shall issue to
AIMCO (or its designee) the Third-Party Unwind Consideration; provided,
however, that cash amounts due from each party may be netted out.

(c) IPT Unwind. As soon as practicable after the Termination Date, AIMCO
shall assign and transfer, or cause to be assigned or transferred, to IPT,
IPLP or one of the wholly-owned Subsidiaries of IPT or IPLP, as applicable,
all of the Covered IPT Assets, in exchange for which IPT, IPLP or one of
the wholly-owned Subsidiaries of IPT or IPLP, as applicable, shall return
to the applicable Controlled AIMCO Entity the applicable IPT Unwind
Consideration; provided, however, that cash amounts due from each party may
be netted out.

(d) Limitation on Liability. Except as otherwise provided in this Section
8.2 (including the other provisions of this Agreement set forth in Section
8.2(e)), there shall be no liability or obligation on the part of IPT,
Merger Sub or AIMCO or their respective officers, trustees or directors
hereunder after a termination; provided, however, the foregoing limitation
on liability shall not apply with respect to any party whose breach of any
representation, warranty, covenant or agreement is the basis for such
termination.

(e) Survival. The representations, warranties, covenants and agreements
contained in this Agreement shall not survive the termination hereof except
(i) to the extent a breach of any such representation, warranty, covenant
or agreement is the basis for such termination and (ii) Section 6.1 (with
respect to the period prior to Termination of this Agreement), 6.7, 6.12,
6.13 and 6.14(a)(v) shall survive such termination until the expiration of
the applicable statutes of limitation and Sections 6.10(b), 6.10(c),
6.10(e) and 6.10(f) shall survive such termination for two years.

SECTION 8.3 Amendment. This Agreement may be amended, modified and supplemented
in any and all respects, at any time before or after the IPT Shareholders'
Approval has been obtained and prior to the Effective Time, only by a written
instrument signed by AIMCO, Merger Sub and a majority of the Continuing
Trustees, on behalf of IPT; provided, however, that after the IPT Shareholders'
Approval has been obtained, no such amendment, modification or supplement shall,
without the further approval of the IPT Shareholders, (a) alter or change the
amount or type of Merger Consideration or any proceedings relating to the
treatment of Outstanding IPT Common Shares under Article II hereof or (b) alter
or change any of the other terms and conditions of this Agreement if such
alterations or changes, individually or in the aggregate, would adversely affect
the rights of IPT Shareholders.

A-29
<PAGE> 395

SECTION 8.4 Waiver. At any time prior to the Closing Date, AIMCO or IPT may (a)
extend the time for the performance of any of the obligations or other acts of
the other party, (b) waive any inaccuracies in the representations and
warranties of the other party contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any of the agreements or
conditions of the other party contained herein, to the extent permitted by
applicable law. Any agreement on the part of a party to any such extension or
waiver shall be valid if set forth in an instrument in writing signed on behalf
of such party; provided, however, that in order for any such extension or waiver
by IPT to be valid and effective, such instrument must be signed by a majority
of the Continuing Trustees.

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.1 Survival of Representations, Warranties, Covenants and
Agreements. The representations, warranties, covenants and agreements contained
in this Agreement shall not survive the Effective Time, except for Section 5.6
(which shall remain in effect until one year after the Effective Time) and
Sections 5.2(c), 5.8(e), 5.8(f), 6.1, 6.2(c), 6.7, 6.12 and 6.13 (which shall
survive the Effective Time until the expiration of the applicable statutes of
limitation).

SECTION 9.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given (a) when delivered personally, (b) one
business day after delivered to a reputable overnight courier service or (c)
when sent via facsimile (which is confirmed by copy sent within one business day
by a reputable overnight courier service) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

(i) If to IPT, to:

Insignia Properties Trust
375 Park Avenue, Suite 3401
New York, New York 10152
Attn: Jeffrey P. Cohen
Facsimile: (212) 980-8544
Telephone: (212) 750-6070

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Arnold S. Jacobs
Facsimile: (212) 969-2900
Telephone: (212) 969-3210

A-30
<PAGE> 396

(ii) If to AIMCO or Merger Sub, to:

Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
Attn: Peter K. Kompaniez
Facsimile: (303) 757-8735
Telephone: (303) 757-8101

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom, LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Attn: Michael V. Gisser
Facsimile: (213) 687-5600
Telephone: (213) 687-5000

SECTION 9.3 Adjustment for Dilution. All references in this Agreement to per
share amounts and prices shall be equitably adjusted to take into account any
splits, combinations, equity dividends, reclassifications and similar
transactions, such that no party or IPT Shareholder is any better or worse off
than they would have been had such transaction not occurred.

SECTION 9.4 Entire Agreement. This Agreement and the Schedules and Exhibits
hereto constitute the entire agreement and supersede all other prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof.

SECTION 9.5 Assignment. This Agreement may not be assigned by either party and
any attempted assignment shall be void and of no effect.

SECTION 9.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND SECTION 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES, EXCEPT TO THE
EXTENT THAT SECTIONS 1.1, 1.2, 1.3, 1.4 AND 2.1(c) AND (d) ARE EXPRESSLY
GOVERNED BY OR DERIVE THEIR AUTHORITY FROM THE MCAA.

SECTION 9.7 Interpretation. When reference is made in this Agreement to
Sections, Schedules or Exhibits, such reference shall be to a Section, Schedule
or Exhibit of this Agreement unless otherwise indicated. The table of contents
and headings contained in this Agreement are for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement. Whenever the
words "include," "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation."

SECTION 9.8 Counterparts; Effect. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

A-31
<PAGE> 397

SECTION 9.9 Parties' Interest. This Agreement shall be binding upon each party
hereto and shall inure solely to the benefit of each party hereto and the IPT
Shareholders. Except as provided in Sections 6.12 and 6.13, nothing in this
Agreement, express or implied, is intended to confer upon any third party, other
than the IPT Shareholders, any rights or remedies of any nature whatsoever under
or by reason of this Agreement.

SECTION 9.10 Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly, it
is agreed that the parties shall be entitled to an injunction or injunctions, in
addition to any other remedy to which they are entitled at law or in equity, to
prevent breaches of this Agreement and to specifically enforce the terms and
provisions of this Agreement in any Federal or state court located in the County
of New York, State of New York. In addition, each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any Federal or state
court located in the County of New York, State of New York, in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, (b) agrees that it shall not attempt to deny such personal
jurisdiction by motion or other request for leave from any such court and (c)
agrees that it shall not bring any action relating to this Agreement or any of
the transactions contemplated by this Agreement in any court other than a
Federal or state court sitting in the County of New York, State of New York.

SECTION 9.11 Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any person or entity
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such
provision to other persons, entities or circumstances shall not be affected by
such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

SECTION 9.12 Letter Agreement. The letter agreement, dated October 14, 1997, as
amended by the letter dated March 2, 1998, between AIMCO and IFG, shall be
deemed applicable (insofar as such agreement, as amended, applies to Controlled
IPT Entities) for a period of two years following the breach by AIMCO of Section
6.12 of this Agreement.

SECTION 9.13 Knowledge. As used herein, the "knowledge" of IPT or any
Subsidiary of IPT shall mean the actual knowledge of any of Andrew L. Farkas,
James A. Aston, Frank M. Garrison, Ronald Uretta or Jeffrey P. Cohen, and the
"knowledge" of AIMCO, Merger Sub or any other Subsidiary of AIMCO shall mean the
actual knowledge of any of Terry Considine, Peter Kompaniez, Patrick Foye,
Thomas M. Toomey or (with respect to property-related matters only) Harry G.
Alcock.

SECTION 9.14 Breaches. Notwithstanding any other provision herein, if at the
time of execution of the Original Agreement or this Agreement, AIMCO or Merger
Sub had or has actual knowledge of a breach of any representation or warranty by
IPT therein or herein, or IPT had or has actual knowledge of a breach of any
representation or warranty by AIMCO or Merger Sub therein or herein, such party
shall be deemed to have waived such breach to the extent of its actual knowledge
of such breach at such time.

A-32
<PAGE> 398

IN WITNESS WHEREOF, AIMCO, Merger Sub and IPT have caused this Agreement to be
signed on their behalf as of the date first written above.

APARTMENT INVESTMENT AND MANAGEMENT
COMPANY

By:
--------------------------------------

Patrick J. Foye

Executive Vice President

TPI ACQUISITION TRUST

By:

--------------------------------------

Patrick J. Foye

Executive Vice President

INSIGNIA PROPERTIES TRUST

By:

--------------------------------------

Andrew L. Farkas

Continuing Trustee

By:

--------------------------------------

James A. Aston

Continuing Trustee

By:

--------------------------------------

Warren M. Eckstein

Continuing Trustee

By:

--------------------------------------

Frank M. Garrison

Continuing Trustee

A-33
<PAGE> 399

By:

-------------------------------------

Bryan L. Herrmann

Continuing Trustee

By:
--------------------------------------

Jeffrey P. Cohen

Secretary

A-34
<PAGE> 400

ANNEX B

LEHMAN BROTHERS

October 1, 1998

Board of Trustees

Insignia Properties Trust

One Insignia Financial Plaza

P.O. Box 1089

Greenville, SC 29602

Members of the Board:

We understand that Insignia Financial Group, Inc. ("Insignia") and Apartment
Investment and Management Company ("AIMCO") have entered into an Agreement and
Plan of Merger between AIMCO and Insignia (the "IFS Agreement"), pursuant to
which Insignia will merge with and into AIMCO (the "IFS Merger") and each share
of Class A common stock, par value $.01 per share, of Insignia ("Insignia Common
Stock") shall be converted into the right to receive such number of shares of
Cumulative Convertible Class E Preferred Stock of AIMCO (the "Class E Preferred
Stock") as is determined by dividing $303,000,000 by the AIMCO Index Price (as
defined in the IFS Agreement) (the "IFS Consideration"), subject to the right of
AIMCO to substitute up to $15,000,000 in cash for such shares under certain
circumstances as provided in the IFS Agreement, which shares of Class E
Preferred Stock will entitle the holders of Insignia Common Stock to receive a
special dividend in the aggregate amount of $50,000,000 (subject to adjustment,
as determined in the IFS Agreement) and, after payment thereof, will be
automatically converted into shares of common stock of AIMCO ("AIMCO Common
Stock"). We further understand that AIMCO has proposed to enter into a merger
with Insignia Properties Trust ("IPT" or the "Company"), the terms and
conditions of which will be set forth in more detail in the Agreement and Plan
of Merger between AIMCO and IPT (the "IPT Agreement"), pursuant to which IPT
will merge with and into AIMCO (the "IPT Merger") and each common share of
beneficial interest, par value $.01 per share, of IPT (the "IPT Shares") shall
be converted into the right to receive (i) an amount in cash equal to $13.25,
subject to adjustment in certain circumstances as provided in the IPT Agreement,
multiplied by the percentage between zero and 100 (the "Cash Factor") that AIMCO
shall have given by notice in writing by AIMCO to IPT prior to the beginning of
the period over which the AIMCO Index Price (as defined in the IPT Agreement) is
calculated and (ii) that number of shares of the Class A common stock of AIMCO
(the "AIMCO Common Stock") as is determined by dividing $13.28 by the AIMCO
Index Price multiplied by one hundred percent minus the Cash Factor, provided
that if the closing date shall occur at any time after February 28, 1999, the
Cash Factor shall be deemed to be zero (the "IPT Consideration" and, together
with the IFS Consideration, the "Consideration").

B-1
<PAGE> 401

We have been requested by the Board of Trustees of the Company to render our
opinion with respect to the fairness to the holders of IPT Shares (other than
AIMCO, Insignia and their respective Subsidiaries, as defined in the IPT
Agreement), from a financial point of view, of the IPT Consideration to be
received by such holders. We have not been requested to opine as to, and our
opinion does not in any manner address, (i) the Company's underlying business
decision to proceed with or effect the IPT Merger or (ii) the fairness of the
allocation of the Consideration between the IFS Consideration to be received by
the holders of Insignia Common Stock and the IPT Consideration to be received by
the holders of IPT Shares. Pursuant to our letter dated March 17, 1998, we have
previously opined to the reasonableness of the allocation of the Consideration
between the IFS Consideration to be received by the holders of Insignia Common
Stock and the IPT Consideration to be received by the holders of IPT Shares.

In arriving at our opinion, we reviewed and analyzed: (1) a draft dated
September 29, 1998 of the IPT Agreement and the proposed terms of the IPT
Merger, (2) publicly available information concerning the Company and AIMCO that
we believe to be relevant to our analysis, including, without limitation, the
Joint Proxy Statement/Prospectus relating to the IFS Merger, (3) financial and
operating information with respect to the business, operations and prospects of
the Company and AIMCO furnished to us by the Company and AIMCO, respectively,
(4) a trading history of the AIMCO Common Stock from January 1, 1996 to the
present and a comparison of that trading history with those of other companies
that we deemed relevant, (5) a comparison of the historical financial results
and present financial condition of the Company with those of other companies
that we deemed relevant, (6) a comparison of the historical financial results
and present financial condition of AIMCO with those of other companies that we
deemed relevant, (7) a comparison of the financial terms of the IPT Merger with
the financial terms of certain other recent transactions that we deemed
relevant, and (8) liquidation values of the Company's properties furnished to us
by the Company. In addition, we have had discussions with the managements of the
Company and AIMCO concerning their respective businesses, operations, assets,
financial conditions and prospects and have undertaken such other studies,
analyses and investigations as we deemed appropriate.

In arriving at our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other information used by us without assuming
any responsibility for independent verification of such information and have
further relied upon the assurances of managements of the Company and AIMCO that
they are not aware of any facts or circumstances that would make such
information inaccurate or misleading. With respect to the financial forecasts of
the Company and AIMCO, upon advice of the Company and AIMCO we have assumed that
such forecasts have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the managements of the Company
and AIMCO, as the case may be, as to the future financial performance of the
Company and AIMCO, and that the Company and AIMCO will perform substantially in
accordance with such forecasts. In arriving at our opinion, we have not
conducted a physical inspection of the properties and facilities of the Company
or AIMCO and have not made or obtained any evaluations or appraisals of the
assets or liabilities of the Company or AIMCO. In addition, you have not
authorized us to solicit, and we have not solicited, any indications of interest
from any third party with respect to the purchase of all or a part of the
Company's business. Our opinion necessarily is based upon market, economic and
other conditions as they exist on, and can be evaluated as of, the date of this
letter.

B-2
<PAGE> 402

Based upon and subject to the foregoing, we are of the opinion as of the date
hereof that, from a financial point of view, the IPT Consideration to be
received by the holders of IPT Shares (other than AIMCO, Insignia and their
respective Subsidiaries, as defined in the IPT Agreement) is fair to such
holders.

We have acted as financial advisor to the Company in connection with the IPT
Merger and will receive a fee for our services. In addition, the Company has
agreed to indemnify us for certain liabilities that may arise out of the
rendering of this opinion. Lehman Brothers is currently a lender under the
Company's and Insignia's credit facilities, and has committed to provide an
interim credit facility to AIMCO, the proceeds of which are intended to
refinance certain liabilities being assumed by AIMCO in the IFS Merger. We also
have performed various investment banking services for the Company, Insignia and
AIMCO in the past and have received customary fees for such services. In
addition, Lehman Brothers and certain officers thereof own an aggregate of
510,000 IPT Shares and will receive their respective pro rata portions of the
IPT Consideration upon consummation of the IPT Merger. In the ordinary course of
our business, we actively trade in the debt and equity securities of the
Company, Insignia and AIMCO for our own account and for the accounts of our
customers and, accordingly, may at any time hold a long or short position in
such securities.

This opinion is for the use and benefit of the Board of Trustees of the Company
and is rendered to such Board of Trustees in connection with its consideration
of the IPT Merger. This opinion is not intended to be and does not constitute a
recommendation to any shareholder of the Company as to how such shareholder
should vote with respect to the IPT Merger.

Very truly yours,

LEHMAN BROTHERS

B-3
<PAGE> 403

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The AIMCO Charter limits the liability of AIMCO's directors and officers to
AIMCO and its stockholders to the fullest extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of directors and
officers to a corporation or its stockholders for money damages to be limited,
except (i) to the extent that it is proved that the director or officer actually
received an improper benefit or profit in money, property or services for the
amount of the benefit or profit in money, property or services actually
received, or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. This provision
does not limit the ability of AIMCO or its stockholders to obtain other relief,
such as an injunction or rescission.

The AIMCO Charter and AIMCO Bylaws require AIMCO to indemnify its
directors, officers and certain other parties to the fullest extent permitted
from time to time by Maryland law. The MGCL permits a corporation to indemnify
its directors, officers and certain other parties against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service to or at the request of the corporation, unless it is established
that (i) the act or omission of the indemnified party was material to the matter
giving rise to the proceeding and (x) was committed in bad faith or (y) was the
result of active and deliberate dishonesty, (ii) the indemnified party actually
received an improper personal benefit in money, property or services or (iii) in
the case of any criminal proceeding, the indemnified party had reasonable cause
to believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by or in the right of the
corporation, indemnification may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the SEC that
indemnification of directors and officers for liabilities arising under the
Securities Act is against public policy and is unenforceable pursuant to Section
14 of the Securities Act.

AIMCO has entered into agreements with certain of its officers, pursuant to
which AIMCO has agreed to indemnify such officers to the fullest extent
permitted by applicable law.

II-1
<PAGE> 404

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS

<TABLE>
<C> <S>
2.1** -- Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT.
2.2 -- Amended and Restated Agreement and Plan of Merger, dated
as of December 7, 1998, by and among AIMCO, TPI
Acquisition Trust and IPT(1)
3.1 -- Charter of AIMCO(2)
3.2 -- Bylaws of AIMCO(3)
4.1 -- Specimen certificate for shares of AIMCO Common Stock(4)
5.1* -- Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP
regarding the validity of the offered shares of AIMCO
Common Stock
8.1* -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding tax matters
12.1 -- Computation of ratio of earnings to fixed charges
12.2 -- Calculation of ratio of earnings to combined fixed
charges and preferred stock dividends
16.1 -- Letter of Imowitz Koenig regarding change in certifying
accountants for NPI 4(5)
16.2 -- Letter of Imowitz Koenig regarding change in certifying
accountants for NPI III(6)
16.3 -- Letter of Imowitz Koenig regarding change in certifying
accountants for NPI 5(7)
16.4 -- Letter of Imowitz Koenig regarding change in certifying
accountants for NPI 6(8)
16.5 -- Letter of Imowitz Koenig regarding change in certifying
accountants for NPI 7(9)
16.6 -- Letter of Imowitz Koenig regarding change in certifying
accountants for NPI 8(10)
16.7 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPF XIV(11)
16.8 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPF XV(12)
16.9 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPF XVI(13)
16.10 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPF XVII(14)
16.11 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPF XVIII(15)
16.12 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPF XIX(16)
16.13 -- Letter of Imowitz Koenig regarding change in certifying
accountants for CPGF XXII(17)
23.1* -- Consent of Ballard, Spahr, Andrews & Ingersoll, LLP
(included in Exhibit 5.1)
</TABLE>

II-2
<PAGE> 405

<TABLE>
<C> <S>
23.2* -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 8.1)
23.3 -- Consent of Lehman Brothers
23.4 -- Consent of Ernst & Young LLP, Dallas, Texas
23.5 -- Consent of Ernst & Young LLP, Greenville, South Carolina
23.6 -- Consent of Ernst & Young LLP, Greenville, South Carolina
23.7 -- Consent of Ernst & Young LLP, Greenville, South Carolina
23.8 -- Consent of Ernst & Young LLP, Chicago, Illinois
23.9 -- Consent of Imowitz Koenig
23.10 -- Consent of BDO Seidman, LLP
23.11 -- Consent of Ernst & Young LLP, Denver, Colorado
23.12 -- Consent of Beers & Cutler PLLC
24.1** -- Power of Attorney
</TABLE>

- -------------------------

* To be filed by amendment.

** Previously filed

(1) Included in Annex A to the Information Statement/Prospectus.

(2) Incorporated by reference from AIMCO's Quarterly Report on Form 10-Q filed
on November 16, 1998 (File No. 1-13232).

(3) Incorporated by reference from AIMCO's Current Report on Form 8-K filed on
July 2, 1998 (File No. 1-13232).

(4) Incorporated by reference from AIMCO's Registration Statement on Form 8-A
filed on July 19, 1994 (File No. 1-13232).

(5) Incorporated by reference from NPI 4's Current Report on Form 8-K filed
December 8, 1997 (File No. 0-10412).

(6) Incorporated by reference from the NPI III's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-9567).

(7) Incorporated by reference from the NPI 5's Current Report on Form 8-K filed
November 17, 1998 (File No. 0-11095).

(8) Incorporated by reference from the NPI 6's Current Report on Form 8-K filed
November 17, 1998 (File No. 0-11864).

(9) Incorporated by reference from the NPI 7's Current Report on Form 8-K filed
November 17, 1998 (File No. 0-13454).

(10) Incorporated by reference from the NPI 8's Current Report on Form 8-K filed
November 17, 1998 (File No. 0-14554).

(11) Incorporated by reference from the CPF XIV's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-9242).

(12) Incorporated by reference from the CPF XV's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-9680).

(13) Incorporated by reference from the CPF XVI's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-10435).

(14) Incorporated by reference from the CPF XVII's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-11137).

II-3
<PAGE> 406

(15) Incorporated by reference from the CPF XVIII's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-11934).

(16) Incorporated by reference from the CPF XIX's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-11935).

(17) Incorporated by reference from the CPGF XXII's Current Report on Form 8-K
filed November 17, 1998 (File No. 0-13418).

(B) FINANCIAL STATEMENT SCHEDULES

Included in the financial statements included, or incorporated by
reference, in the Information Statement/Prospectus.

The opinion of Lehman Brothers is included as Annex B to the Information
Statement/ Prospectus.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(l) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act, as amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is

II-4
<PAGE> 407

incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act,
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered. The registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Information
Statement/Prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-5
<PAGE> 408

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Apartment Investment and Management Company has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York City, State of New York, on the 8th day
of December, 1998.

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

By: /s/ TERRY CONSIDINE
-----------------------------------
Terry Considine,
Chairman and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ TERRY CONSIDINE Chairman and Chief Executive Officer and
- ------------------------------------------------ Director and Principal Executive
Terry Considine Officer

/s/ PETER K. KOMPANIEZ* Vice Chairman and President and Director
- ------------------------------------------------
Peter K. Kompaniez

/s/ TROY D. BUTTS* Senior Vice President and Chief
- ------------------------------------------------ Financial Officer and Principal
Troy D. Butts Accounting Officer

/s/ RICHARD S. ELLWOOD* Director
- ------------------------------------------------
Richard S. Ellwood

/s/ J. LANDIS MARTIN* Director
- ------------------------------------------------
J. Landis Martin

/s/ THOMAS L. RHODES* Director
- ------------------------------------------------
Thomas L. Rhodes

/s/ JOHN D. SMITH* Director
- ------------------------------------------------
John D. Smith

*By: /s/ TERRY CONSIDINE
------------------------------------------
Terry Considine
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 409

INDEX TO EXHIBITS

<PAGE> 410

<TABLE>
<C> <S>
23.4 -- Consent of Ernst & Young LLP, Dallas, Texas
23.5 -- Consent of Ernst & Young LLP, Greenville, South Carolina
23.6 -- Consent of Ernst & Young LLP, Greenville, South Carolina
23.7 -- Consent of Ernst & Young LLP, Greenville, South Carolina
23.8 -- Consent of Ernst & Young LLP, Chicago, Illinois
23.9 -- Consent of Imowitz Koenig
23.10 -- Consent of BDO Seidman, LLP
23.11 -- Consent of Ernst & Young LLP, Denver, Colorado
23.12 -- Consent of Beers & Cutler PLLC
24.1** -- Power of Attorney
</TABLE>