As filed with the Securities and Exchange Commission on June 3, 1999 Registration No. 333-13113 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO 8 TO FORM S-11 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 REDWOOD MORTGAGE INVESTORS VIII, a California Limited Partnership (Exact name of registrant as specified in its charter) CALIFORNIA 6611 94-3158788 (State of other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or Industrial Identification No.) organization) Classification Code Number) 650 El Camino Real, Suite G, Redwood City, California 94063 (650) 365-5341 (Address and telephone number of principal executive offices) 650 El Camino Real, Suite G, Redwood City, California 94063 (650) 365-5341 (Address of principal place of business or intended principal place of business) D. Russell Burwell 650 El Camino Real, Suite G, Redwood City, California 94063 (650) 365-5341 (Name, address, including zip code and telephone number, including area code of agent for service) Copies to: Stephen C. Ryan, Esq. Anne R. Knowles, Esq. Landels Ripley & Diamond, LLP 350 The Embarcadero San Francisco, CA 94105 Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: X Supplement No. 5 dated April 26, 1999 to the Prospectus Dated December 4, 1996 Redwood Mortgage Investors VIII, A California Limited Partnership The following information updates the Prospectus of Redwood Mortgage Investors VIII, a California limited partnership (the "Partnership") dated December 4, 1996 ("the Prospectus".) This Supplement No. 5 replaces in their entirety Supplements Number 1, Number 2, Number 3, and Number 4. You should no longer refer to or rely on the information contained in Supplements Number 1, 2, 3 and 4. Because this is a supplement it only updates the operations and activities of the Partnership to date. Important additional information regarding the business of the Partnership and the risks involved in investing in the Partnership are contained in the Prospectus. You should carefully read the Prospectus along with this Supplement. 1. Summary of Partnership Activities. The Partnership is engaged in business as a mortgage lender. The Partnership makes loans to individuals and business entities secured by residential, investment or commercial property. In order to ensure repayment of the loans, the loans are secured by first and second, and in some limited cases, third deeds of trust on the property. For ease of reference, the loans we make are referred to as "Mortgage Investments." For a more detailed discussion of deeds of trust and other factors affecting the loans made by the Partnership, you should carefully review the Section of the Prospectus entitled "CERTAIN LEGAL ASPECTS OF PARTNERSHIP LOANS." Initial Offering. In February, 1993, the Partnership initially offered $15,000,000 of limited partnership units. For ease of reference, we shall refer to limited partnership units as "Units." All Units in the initial Offering were sold and the Offering was terminated in October, 1996. The Partnership received total proceeds from the sale of Units in an amount equal to $14,932,017. In order to sell the Units, the Partnership incurred approximately $12,500 in organizational costs that included certain costs and expenses of organizing and forming the Partnership. We also incurred $569,865 in syndication costs which include certain legal, accounting and broker-dealer fees. Overall, total organization and syndication costs were less than anticipated. Current Offering. In September, 1996, we elected to continue offering Units in the Partnership in order to increase the Partnerships Mortgage Investment Portfolio. By increasing the Partnerships Mortgage Portfolio, we could increase diversity and add additional safety to the portfolio. In December the Partnership began selling Units in its second offering of $30,000,000 of Units. This offering is still ongoing. All proceeds from the sale of Units are paid directly to the Partnership. As a result, no escrow was established. Status of Current Offering. As of December 31, 1998, the Partnership had sold $10,658,118 of Units. This brings the total proceeds received from the initial Offering and the current Offering to $25,590,135, as of December 31, 1998. As set forth below in the section of this Supplement entitled "Description of Open Loans for the Partnership as of December 31, 1998 the Partnership had outstanding Mortgage Investments with a total principal balance of $31,905,958. As of December 31, 1998, the Partnership had, in connection with its second Offering of $30,000,000 of Units, incurred no organizational costs and $418,896 in syndication costs. No Adverse Business Development. As of the date of this Supplement, there have been no adverse business developments or conditions in the Partnership, or any prior limited partnerships in which the General Partners are involved, that would be material to a prospective investor. 2. Financial Statements. Financial Statements of Partnership. The following Financial Statements of the Partnership included in this Supplement have been audited by Parodi & Cropper, independent auditors, as of December 31, 1998. PARODI & CROPPER CERTIFIED PUBLIC ACCOUNTANTS 3658 Mount Diablo Blvd., Suite #205 Lafayette CA 94549 (925) 284-3590 INDEPENDENT AUDITORS REPORT THE PARTNERS REDWOOD MORTGAGE INVESTORS VIII We have audited the financial statements and related schedules of REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) listed in Item 8 on form 10-K including balance sheets as of December 31, 1998 and 1997 and the statements of income, changes in partners capital and cash flows for the three years ended December 31,1998. 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 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 financial position of REDWOOD MORTGAGE INVESTORS VIII as of December 31, 1998 and 1997, and the results of its operations and cash flows for the three years ended December 31, 1998, in conformity with generally accepted accounting principles. Further, it is our opinion that the schedules referred to above present fairly the information set forth therein in compliance with the applicable accounting regulations of the Securities and Exchange Commission. /s/ Parodi & Cropper PARODI & CROPPER Lafayette, California March 3, 1999 REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) BALANCE SHEETS DECEMBER 31, 1998 AND 1998 ASSETS 1998 1997 ---------------- -------------- Cash $528,688 $663,159 ---------------- -------------- Accounts receivable: Mortgage Investments, secured by deeds of trust 31,905,958 25,304,989 ---------------- -------------- Accrued Interest on Mortgage Investments 459,418 341,976 Advances on Mortgage Investments 211,145 205,804 Accounts receivables, unsecured 48,849 62,844 ---------------- -------------- 32,625,370 25,915,613 Less allowance for doubtful accounts 414,073 257,500 ---------------- -------------- 32,211,297 25,658,113 ---------------- -------------- Real Estate owned, acquired through foreclosure, held for sale 66,000 70,138 Investment in limited liability corporation, at cost which approximates market 304,139 251,139 Organization costs, less accumulated amortization of $12,500 and $10,625, respectively 0 1,875 Due from related companies 0 2,999 Prepaid expense-deferred loan fee 11,835 10,151 ---------------- -------------- $33,121,959 $26,657,574 ================ ============== See accompanying notes to financial statements. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) BALANCE SHEETS DECEMBER 31, 1998 AND 1997 LIABILITIES AND PARTNERS CAPITAL 1998 1997 ---------------- -------------- Liabilities: Accounts payable and accrued expenses $2,500 $3,355 Note payable - bank line of credit 5,947,000 5,640,000 Deferred interest income 124,805 83,066 ---------------- -------------- 6,074,305 5,726,421 ---------------- -------------- Partners Capital: Limited partners capital, subject to redemption (note 4E): Net of unallocated syndication costs of $353,875 and $431,994 for 1998 and 1997, respectively:and formation loan receivable of $1,640,904 and $1,386,693 for 1998 and 1997, respectively 27,025,331 20,914,721 General Partners Capital, net of unallocated syndication costs of $3,574 and $4,364 for 1998 and 1997, respectively 22,323 16,432 ---------------- -------------- Total Partners Capital 27,047,654 20,931,153 ---------------- -------------- Total Liabilities and Partners Capital $33,121,959 $26,657,574 ================ ============== See accompanying notes to financial statements. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF INCOME FOR THE THREE YEARS ENDED DECEMBER 31, 1998 YEARS ENDED DECEMBER 31, ------------------------------------------------ 1998 1997 1996 ------------- ------------- ------------- Revenues: Interest on Mortgage Investments $3,376,293 $2,613,008 $1,718,208 Interest on bank deposits 8,946 9,487 4,083 Late charges 19,384 6,432 3,847 Miscellaneous 1,398 530 497 ------------- ------------- ------------- 3,406,021 2,629,457 1,726,635 ------------- ------------- ------------- Expenses: Mortgage servicing fees 295,052 189,692 155,912 Interest on note payable - bank 513,566 340,633 188,638 Amortization of loan origination fees 11,415 16,819 11,999 Provision for doubtful accounts and losses on real estate acquired through foreclosure 162,969 139,804 55,383 Asset management fee - General Partner 31,651 24,966 17,053 Amortization of organization costs 1,875 2,500 2,500 Clerical costs through Redwood Mortgage 67,453 54,549 38,799 Professional services 27,462 36,717 17,687 Printing, supplies and postage 7,089 9,584 1,192 Other 8,907 5,673 3,947 ------------ ------------- ------------- 1,127,439 820,937 493,110 ------------- ------------- ------------- Income before interest credited to partners in 2,278,582 1,808,520 1,233,525 applicant status Interest credited to partners in applicant status 4,454 9,562 2,618 ------------- ------------- ------------- Net Income $2,274,128 $1,798,958 $1,230,907 ============= ============= ============= Net income: To General Partners(1%) $22,741 $17,990 $12,309 To Limited Partners (99%) 2,251,387 1,780,968 1,218,598 ------------- ============= ============= Total - net income $2,274,128 $1,798,958 $1,230,907 ============= ============= ============= Net income per $1,000 invested by Limited Partners for entire period: - -where income is reinvested and compounded $84 $84 $ 84 ============= ============= ============= - -where partner receives income in monthly $81 $81 $ 81 distributions ============= ============= ============= See accompanying notes to financial statements. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS CAPITAL FOR THE THREE YEARS ENDED DECEMBER 31, 1998 PARTNERS CAPITAL ----------------------------------------------------------------- LIMITED PARTNERS CAPITAL ---------------------------------------------------------------- Capital Partners In Account Unallocated Formation Applicant Limited Syndication Loan Status Partners Costs Receivable Total -------------- -------------- ----------------- ------------- -------------- Balances at December 31, 1995 $ 0 $11,784,937 $(322,677) $(775,229) $10,687,031 Contributions on Application 4,172,718 0 0 0 0 Formation Loan increases 0 0 0 (314,996) (314,996) Formation Loan payments 0 0 0 8,961 8,961 Interest credited to partners 2,618 0 0 0 0 in applicant status Upon admission to Partnership: Interest withdrawn (863) 0 0 0 0 Transfers to Partners capital (3,863,536) 3,859,312 0 0 3,859,312 Net Income 0 1,218,598 0 0 1,218,598 Syndication costs incurred 0 0 (212,542) 0 (212,542) Allocation of syndication costs 0 (116,523) 116,523 0 0 Partners withdrawals 0 (553,027) 0 0 (553,027) Early withdrawal penalties 0 (12,108) 4,506 7,558 (44) -------------- -------------- ------------- ------------- -------------- Balances at December 31, 1996 310,937 16,181,189 (414,190) (1,073,706) 14,693,293 Contributions on Application 5,251,969 0 0 0 0 Formation Loan increases 0 0 0 (420,510) (420,510) Formation Loan payments 0 0 0 98,999 98,999 Interest credited to partners 9,562 0 0 0 0 in applicant status Upon admission to Partnership: Interest withdrawn (1,849) 0 0 0 0 Transfers to Partners capital (5,570,619) 5,565,372 0 0 5,565,372 Net Income 0 1,780,968 0 0 1,780,968 Syndication costs incurred 0 0 (188,517) 0 (188,517) Allocation of syndication costs 0 (166,023) 166,023 0 0 Partners withdrawals 0 (614,837) 0 0 (614,837) Early withdrawal penalties 0 (13,261) 4,690 8,524 (47) -------------- -------------- ------------- -------------- -------------- PARTNERS CAPITAL ----------------------------------------------------------------- LIMITED PARTNERS CAPITAL ---------------------------------------------------------------- Capital Account Partners In Limited Partners Unallocated Formation Applicant Syndication Loan Status Costs Receivable Total -------------- ----------------- ----------------- -------------- -------------- Balances at December 31, 1997 $0 $22,733,408 $(431,994) $(1,386,693) $20,914,721 Contributions on Application 5,105,559 0 0 0 0 Formation Loan increases 0 0 0 (403,518) (403,518) Formation Loan payments 0 0 0 133,580 133,580 Interest credited to partners in applicant status 4,454 0 0 0 0 Upon admission to Partnership: Interest withdrawn (1,553) 0 0 0 0 Transfers to Partners capital (5,108,460) 5,103,359 0 0 5,103,359 Net Income 0 2,251,387 0 0 2,251,387 Syndication costs incurred 0 0 (126,453) 0 (126,453) Allocation of syndication costs 0 (196,317) 196,317 0 0 Partners withdrawals 0 (847,661) 0 0 (847,661) Early withdrawal penalties 0 (24,066) 8,255 15,727 (84) -------------- -------------- ------------- -------------- -------------- Balances at December 31, ============== ============== ============= ============== ============== 1998 $0 $29,020,110 $(353,875) $(1,640,904) $27,025,331 ============== ============== ============= ============== ============== See accompanying notes to financial statements REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS CAPITAL FOR THE THREE YEARS ENDED DECEMBER 31, 1998 PARTNERS CAPITAL --------------------------------------------------------------------- GENERAL PARTNERS CAPITAL --------------------------------------------------------------------- Capital Unallocated Total Account Syndication Total Partners General Costs Capital Partners ---------------- -------------- ------------ -------------- Balances at December 31, 1995 $ 11,325 $ (3,258) $ 8,067 $10,695,098 Contributions on Application 0 0 0 0 Formation loan increases 0 0 0 (314,996) Formation loan payments 8,961 Interest credited to partners in 0 0 0 0 applicant status Upon admission to partnership: Interest withdrawn 0 0 0 0 Transfers to Partners capital 4,224 0 4,224 3,863,536 Net Income 12,309 0 12,309 1,230,907 Syndication costs incurred 0 (2,147) (2,147) (214,689) Allocation of syndication costs (1,177) 1,177 0 0 Partners withdrawals (11,132) 0 (11,132) (564,159) Early withdrawal penalties 0 44 44 0 ---------------- -------------- ------------ -------------- Balances at December 31, 1996 15,549 (4,184) 11,365 14,704,658 Contributions on Application 0 0 0 0 Formation Loan increases 0 0 0 (420,510) Formation Loan payments 0 0 0 98,999 Interest credited to partners in applicant status 0 0 0 0 Upon admission to partnership: Interest withdrawn 0 0 0 0 Transfers to Partners capital 5,247 0 5,247 5,570,619 Net Income 17,990 0 17,990 1,798,958 Syndication costs incurred 0 (1,904) (1,904) (190,421) Allocation of syndication costs (1,677) 1,677 0 0 Partners withdrawals (16,313) 0 (16,313) (631,150) Early withdrawal penalties 0 47 47 0 ---------------- -------------- ------------ -------------- REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS CAPITAL FOR THE THREE YEARS ENDED DECEMBER 31, 1998 PARTNERS CAPITAL --------------------------------------------------------------------- GENERAL PARTNERS CAPITAL --------------------------------------------------------------------- Capital Unallocated Total Account Syndication Total Partners General Costs Capital Partners ---------------- -------------- ------------ -------------- Balances at December 31, 1997 $20,796 $(4,364) $16,432 $20,931,153 Contributions on Application 0 0 0 0 Formation Loan increases 0 0 0 (403,518) Formation Loan payments 0 0 0 133,580 Interest credited to partners in applicant status 0 0 0 0 Upon admission to partnership: Interest withdrawn 0 0 0 0 Transfers to Partners capital 5,101 0 5,101 5,108,460 Net Income 22,741 0 22,741 2,274,128 Syndication costs incurred 0 (1,277) (1,277) (127,730) Allocation of syndication costs (1,983) 1,983 0 0 Partners withdrawals (20,758) 0 (20,758) (868,419) Early withdrawal penalties 0 84 84 0 ---------------- -------------- ------------ -------------- Balances at December 31, 1998 $25,897 $(3,574) $22,323 $27,047,654 ================ ============== ============ ============== See accompanying notes to financial statements REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED DECEMBER 31, 1998 1998 1997 1996 -------------- --------------- -------------- Cash flows from operating activities: Net income $2,274,128 $1,798,958 $1,230,907 Adjustments to reconcile net income to net cash provided by operating activities Amortization of organization costs 1,875 2,500 2,500 Provision for doubtful accounts. 156,573 139,804 78,651 Provision for losses (gains) on real estate held for sale 6,396 0 (23,268) Increase (decrease) in accounts payable (855) (17,270) 16,615 (Increase) in accrued interest & advances (122,783) (342,571) (83,477) (Increase) decrease in amount due from related companies 2,999 (2,688) 2,738 (Increase) decrease in deferred loan fee (1,684) 10,569 (3,002) Increase (decrease ) in deferred interest -------------- --------------- -------------- income 41,739 (134,414) 217,480 -------------- --------------- -------------- Net cash provided by operating activities 2,358,388 1,454,888 1,439,144 -------------- --------------- -------------- Cash flows from investing activities: Principal collected on Mortgage Investments 14,262,838 10,279,337 9,019,190 Mortgage Investments made (20,863,807) (19,941,336) (13,148,944) Disposition of real estate held for sale 0 0 299,154 Additions to real estate held for sale (2,258) (3,254) 0 Additions to Limited Liability Corporation (53,000) (60,000) 0 Accounts receivables, unsecured - -------------- --------------- -------------- (disbursements) receipts 13,995 12,490 (4,018) -------------- --------------- -------------- Net cash used in investing activities (6,642,232) (9,712,763) (3,834,618) -------------- --------------- -------------- Cash flows from financing activities Increase (decrease) in note payable-bank 307,000 4,140,000 (410,000) Contributions by partner applicants 5,105,559 5,251,969 4,172,718 Interest credited to partners in applicant status 4,454 9,562 2,618 Interest withdrawn by partners in applicant status (1,553) (1,849) (863) Partners withdrawals (868,419) (631,150) (564,159) Syndication costs incurred (127,730) (190,421) (214,689) Formation Loan increases (403,518) (420,510) (314,996) Formation Loan collections 133,580 98,999 8,961 --------------- -------------- Net cash provided by financing activities 4,149,373 8,256,600 2,679,590 -------------- --------------- -------------- Net increase (decrease) in cash and cash equivalents (134,471) (1,275) 284,116 Cash - beginning of period 663,159 664,434 380,318 -------------- --------------- -------------- Cash - end of period $528,688 $663,159 $664,434 ============== =============== ============== See accompanying notes to financial statements. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 1 - ORGANIZATION AND GENERAL Redwood Mortgage Investors VIII, (the "Partnership") is a California Limited Partnership, of which the General Partners are D. Russell Burwell, Michael R. Burwell and Gymno Corporation, a California corporation owned and operated by the individual General Partners. The Partnership was organized to engage in business as a mortgage lender for the primary purpose of making Mortgage Investments secured by Deeds of Trust on California real estate. Mortgage Investments are being arranged and serviced by Redwood Mortgage Corp., an affiliate of the General Partners. At December 31, 1998, the Partnership was in the offering stage, wherein contributed capital totalled $25,590,135 in limited partner contributions of an approved aggregate offering of $45,000,000, in units of $100 each (255,902). A minimum of 2,500 units ($250,000) and a maximum of 150,000 units ($15,000,000) were initially offered through qualified broker-dealers. This initial offering was closed in October, 1996. In December 1996, the Partnership commenced a second offering of an additional 300,000 Units ($30,000,000) As Mortgage Investments are identified, partners are transferred from applicant status to admitted partners participating in Mortgage Investment operations. Each months income is distributed to partners based upon their proportionate share of partners capital. Some partners have elected to withdraw income on a monthly, quarterly or annual basis. A. Sales Commissions - Formation Loan Sales commissions are not paid directly by the Partnership out of the offering proceeds. Instead, the Partnership loans to Redwood Mortgage, an affiliate of the General Partners, amounts to pay all sales commissions and amounts payable in connection with unsolicited orders. This loan is referred to as the "Formation Loan". It is unsecured and non-interest bearing. The Formation Loan relating to the initial $15,000,000 offering totalled $1,074,840, which was 7.2% of limited partners contributions of $14,932,017 (under the limit of 9.1% relative to the initial offering). It is to be repaid, without interest, in ten annual installments of principal, which commenced on January 1, 1997, following the year the initial offering closed, which was in 1996. The Formation Loan relating to the second offering ($30,000,000) totalled $839,413 at December 31, 1998, which was 7.9% of the limited partners contributions of $10,658,118. Sales commissions range from 0% (units sold by General Partners) to 9% of gross proceeds. The Partnership anticipates that the sales commissions will approximate 7.6% based on the assumption that 65% of investors will elect to reinvest earnings, thus generating 9% commissions. The principal balance of the Formation Loan will increase as additional sales of units are made each year. The amount of the annual installment payment to be made by Redwood Mortgage Corp., during the offering stage, will be determined at annual installments of one-tenth of the principal balance of the Formation Loan as of December 31 of each year. Such payment shall be due and payable by December 31 of the following year with the first such payment beginning December 31, 1997. Upon completion of the offering, the balance will be repaid in ten equal annual installments. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 The following summarizes Formation Loan transactions to December 31, 1998: Initial Subsequent Total Offering of Offering of $15,000,000 $30,000,000 --------------- --------------- --------------- Limited Partner contributions $14,932,017 $10,685,117 $25,590,134 =============== =============== =============== Formation Loan made $1,074,840 839,413 1,914,253 Payments to date (198,316) (43,223) (241,539) Early withdrawal penalties applied (31,810) 0 (31,810) --------------- --------------- --------------- Balance December 31, 1998 $844,714 $796,190 $1,640,904 =============== =============== =============== Percent loaned of Partners contributions 7.2% 7.9% 7.5% =============== =============== =============== The Formation Loan, which is receivable from Redwood Mortgage Corp., an affiliate of the General Partners, has been deducted from Limited Partners Capital in the balance sheet. As amounts are collected from Redwood Mortgage Corp., the deduction from capital will be reduced. B. Other Organizational and Offering Expenses Organizational and offering expenses, other than sales commissions, (including printing costs, attorney and accountant fees, registration and filing fees and other costs), will be paid by the Partnership. Through December 31, 1998, organization costs of $12,500 and syndication costs of $988,761 had been incurred by the Partnership with the following distribution: Syndication Organization Costs Costs Total ----------------- ------------- --------------- Costs incurred $988,761 $12,500 $1,001,261 Early withdrawal penalties applied (17,790) 0 (17,790) Allocated and amortized to date (613,522) (12,500) (626,022) -- ----------------- --- ------------- -- --------------- December 31, 1998 balance $357,449 0 $357,449 == ================= === ============= == =============== Organization and syndication costs attributable to the initial offering ($15,000,000) were limited to the lesser of 10% of the gross proceeds or $600,000 with any excess being paid by the General Partners. Applicable gross proceeds were $14,932,017. Related expenditures totalled $582,365 ($569,865 syndication costs plus $12,500 organization expense) or 3.90%. As of December 31, 1998, syndication costs attributable to the subsequent offering ($30,000,000) totalled $418,896, (3.93% of contributions), with the costs of the offering document being greater at the initial stages. The syndication costs payable by the Partnership are estimated to be $1,200,000 if the maximum is sold (4% of $30,000,000). The General Partners will pay any syndication expenses (excluding selling commissions) in excess of ten percent of the gross proceeds or $1,200,000. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Accrual Basis Revenues and expenses are accounted for on the accrual basis of accounting wherein income is recognized as earned and expenses are recognized as incurred. Once a Mortgage Investment is categorized as impaired, interest is no longer accrued thereon. B. Management Estimates In preparing the financial statements, management is required to make estimates based on the information available that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the related periods. Such estimates relate principally to the determination of the allowance for doubtful accounts, including the valuation of impaired mortgage investments, and the valuation of real estate acquired through foreclosure. Actual results could differ significantly from these estimates. C. Mortgage Investments, Secured by Deeds of Trust The Partnership has both the intent and ability to hold the Mortgage Investments to maturity, i.e., held for long-term investment. They are therefore valued at cost for financial statement purposes with interest thereon being accrued by the simple interest method. Financial Accounting Standards Board Statements (SFAS) 114 and 118 (effective January 1, 1995) provide that if the probable ultimate recovery of the carrying amount of a Mortgage Investment, with due consideration for the fair value of collateral, is less than the recorded investment and related amounts due and the impairment is considered to be other than temporary, the carrying amount of the investment (cost) shall be reduced to the present value of future cash flows. The adoption of these statements did not have a material effect on the financial statements of the Partnership because that was the valuation method previously used on impaired loans. At December 31, 1998, 1997, and 1996, there were no Mortgage Investments categorized as impaired by the Partnership. Had there been a computed amount for the reduction in carrying values of impaired loans, the reduction would have been included in the allowance for doubtful accounts. As presented in Note 10 to the financial statements, the average Mortgage Investment to appraised value of security at the time the losses were consummated was 59.50%. When a loan is valued for impairment purposes, an updating is made in the valuation of collateral security. However, such a low loan to value ratio has the tendency to minimize reductions for impairment. D. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include interest bearing and non-interest bearing bank deposits. E. Real Estate Owned, Held for Sale Real Estate owned, held for sale, includes real estate acquired through foreclosure and is stated at the lower of the recorded investment in the property, net of any senior indebtedness, or at the propertys estimated fair value, less estimated costs to sell. At December 31, 1998, there was one such piece of property with costs totaling $77,396 less a reduction of $11,396 to arrive at the net fair value of $66,000. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 Effective January 1, 1996, the Partnership adopted the provisions of Statement No 121 (SFAS 121) of the Financial Accounting Standards Board, "Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to be disposed of". The adoption of SFAS 121 did not have a material impact on the Partnerships financial position because the methods indicated were essentially those previously used by the Partnership. F. Investment in Limited Liability Corporation (see Note 7) The Partnership carries its investment in a Limited Liability Corporation as investment in real estate, which is at the lower of costs or fair value, less estimated costs to sell. G. Income Taxes No provision for Federal and State income taxes is made in the financial statements since income taxes are the obligation of the partners if and when income taxes apply. H. Organization and Syndication Costs The Partnership bears its own organization and syndication costs (other than certain sales commissions and fees described above) including legal and accounting expenses, printing costs, selling expenses, and filing fees. Organizational costs have been capitalized and will be amortized over a five year period. Syndication costs are charged against partners capital and are being allocated to individual partners consistent with the partnership agreement. I. Allowance for Doubtful Accounts Mortgage Investments and the related accrued interest, fees, and advances are analyzed on a continuous basis for recoverability. Delinquencies are identified and followed as part of the Mortgage Investment system. A provision is made for doubtful accounts to adjust the allowance for doubtful accounts to an amount considered by management to be adequate, with due consideration to collateral values, to provide for unrecoverable accounts receivable, including impaired Mortgage Investments, unspecified mortgage investments, accrued interest and advances on Mortgage Investments, and other accounts receivable (unsecured). The composition of the allowance for doubtful accounts as of December 31, 1998, and 1997 was as follows: December 31, ------------------------------- 1998 1997 --------------- ------------ Impaired mortgage investments $0 $0 Unspecified mortgage investments 370,073 213,500 Amounts receivable, unsecured 44,000 44,000 --------------- ------------ $414,073 $257,500 =============== ============ REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 J. Net Income Per $1,000 Invested Amounts reflected in the statements of income as net income per $1,000 invested by Limited Partners for the entire period are actual amounts allocated to Limited Partners who have their investment throughout the period and have elected to either leave their earnings to compound or have elected to receive monthly distributions of their net income. Individual income is allocated each month based on the Limited Partners pro rata share of Partners Capital. Because the net income percentage varies from month to month, amounts per $1,000 will vary for those individuals who made or withdrew investments during the period, or select other options. However, the net income per $1,000 average invested has approximated those reflected for those whose investments and options have remained constant. NOTE 3 - GENERAL PARTNERS AND RELATED PARTIES The following are commissions and/or fees which are paid to the General Partners and/or related parties. A. Mortgage Brokerage Commissions For fees in connection with the review, selection, evaluation, negotiation and extension of Partnership Mortgage Investments in an amount up to 12% of the Mortgage Investments until 6 months after the termination date of the offering. Thereafter, Mortgage Investment brokerage commissions will be limited to an amount not to exceed 4% of the total Partnership assets per year. The Mortgage Investment brokerage commissions are paid by the borrowers, and thus, not an expense of the Partnership. In 1998 and 1997, Mortgage Investment brokerage commissions paid by the borrowers were $604,836 and $837,399, respecively. B. Mortgage Servicing Fees Monthly mortgage servicing fees of up to 1/8 of 1% (1.5% annual) of the unpaid principal, is paid to Redwood Mortgage, or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located. Mortgage servicing fees of $295,052, $189,692, and $155,912 were incurred for years 1998, 1997, and 1996 respectively. C. Asset Management Fee The General Partners receive monthly fees for managing the Partnerships Mortgage Investment portfolio and operations up to 1/32 of 1% of the "net asset value" (3/8 of 1% annual). Management fees of $31,651, $24,966, and $17,053 were incurred for years 1998, 1997, and 1996, respectively. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 D. Other Fees The Partnership Agreement provides for other fees such as reconveyance, mortgage assumption and mortgage extension fees. Such fees are incurred by the borrowers and are paid to parties related to the General Partners. E. Income and Losses All income will be credited or charged to partners in relation to their respective partnership interests. The partnership interest of the General Partners (combined) shall be a total of 1%. F. Operating Expenses The General Partners or their affiliate (Redwood Mortgage Corp.) are reimbursed by the Partnership for all operating expenses actually incurred by them on behalf of the Partnership, including without limitation, out-of-pocket general and administration expenses of the Partnership, accounting and audit fees, legal fees and expenses, postage and preparation of reports to Limited Partners. Such reimbursements are reflected as expenses in the Statement of Income. The General Partners collectively or severally were to contribute 1/10 of 1% in cash contributions as proceeds from the offering are admitted to limited Partner capital. As of December 31, 1998 a General Partner, GYMNO Corporation, had contributed $25,588, as capital in accordance with Section 4.02(a) of the Partnership Agreement. NOTE 4 - OTHER PARTNERSHIP PROVISIONS A. Applicant Status Subscription funds received from purchasers of units are not admitted to the Partnership until appropriate lending opportunities are available. During the period prior to the time of admission, which is anticipated to be between 1-120 days in most cases, purchasers subscriptions will remain irrevocable and will earn interest at money market rates, which are lower than the anticipated return on the Partnerships Mortgage Investment portfolio. During the periods ending December 31, 1998, 1997, and 1996, interest totalling $4,454, $9,562 and $2,618 respectively, was credited to partners in applicant status. As Mortgage Investments were made and partners were transferred to regular status to begin sharing in income from Mortgage Investments secured by deeds of trust, the interest credited was either paid to the investors or transferred to partners capital along with the original investment. B. Term of the Partnership The term of the Partnership is approximately 40 years, unless sooner terminated as provided. The provisions provide for no capital withdrawal for the first five years, subject to the penalty provision set forth in (E) below. Thereafter, investors have the right to withdraw over a five-year period, or longer. C. Election to Receive Monthly, Quarterly or Annual Distributions Upon subscriptions, investors elect either to receive monthly, quarterly or annual distributions of earnings allocations, or to allow earnings to compound. Subject to certain limitations, a compounding investor may subsequently change his election, but an investors election to have cash distributions is irrevocable. D. Profits and Losses Profits and losses are allocated among the Limited Partners according to their respective capital accounts after 1% is allocated to the General Partners. E. Liquidity, Capital Withdrawals and Early Withdrawals There are substantial restrictions on transferability of Units and accordingly an investment in the Partnership is illiquid. Limited Partners have no right to withdraw from the Partnership or to obtain the return of their capital account for at least one year from the date of purchase of Units. In order to provide a certain degree of liquidity to the Limited Partners after the one-year period, Limited Partners may withdraw all or part of their Capital Accounts from the Partnership in four quarterly installments beginning on the last day of the calendar quarter following the quarter in which the notice of withdrawal is given, subject to a 10% early withdrawal penalty. The 10% penalty is applicable to the amount withdrawn as stated in the Notice of Withdrawal and will be deducted from the Capital Account and the balance distributed in four quarterly installments. Withdrawal after the one-year holding period and before the five-year holding period will be permitted only upon the terms set forth in the Partnership Agreement. Limited Partners will also have the right after five years from the date of purchase of the Units to withdraw from the Partnership on an installment basis, generally over a five year period in twenty (20) quarterly installments or longer. Once this five year period expires, no penalty will be imposed if withdrawal is made in twenty (20) quarterly installments or longer. Notwithstanding the five-year (or longer) withdrawal period, the General Partners will liquidate all or part of a Limited Partners capital account in four quarterly installments beginning on the last day of the calendar quarter following the quarter in which the notice of withdrawal is given, subject to a 10% early withdrawal penalty applicable to any sums withdrawn prior to the time when such sums could have been withdrawn pursuant to the five-year (or longer) withdrawal period. The Partnership will not establish a reserve from which to fund withdrawals and, accordingly, the Partnerships capacity to return a Limited Partners capital is restricted to the availability of Partnership cash flow. F. Guaranteed Interest Rate For Offering Period During the period commencing with the day a Limited Partner is admitted to the Partnership and ending 3 months after the offering termination date, the General Partners shall guarantee an earnings rate equal to the greater of actual earnings from mortgage operations or 2% above The Weighted Average cost of Funds Index for the Eleventh District Savings Institutions (Savings & Loan & Thrift Institutions) as computed by the Federal Home Loan Bank of San Francisco on a monthly basis, up to a maximum interest rate of 12%. To date, actual realization exceeded the guaranteed amount for each month. NOTE 5 - LEGAL PROCEEDINGS The Partnership is not a defendant in any legal actions. NOTE 6 - NOTE PAYABLE - BANK LINE OF CREDIT The Partnership has a bank line of credit expiring September 30, 2000, of up to $8,000,000 at .5% over prime secured by its Mortgage Investment portfolio. The note payable balances were $5,947,000 and $5,640,000 at December 31, 1998 and 1997, respectively, and the interest rate was 8.25% at December 31, 1998, (7.75% prime plus .50%). REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 7 - INVESTMENT IN LIMITED LIABILITY CORPORATION As a result of acquiring real property through foreclosure, the Partnership has contributed its interest (principally land) to a Limited Liability Corporation, which is owned 100% by the Partnership, will complete the construction and sell the property. The Partnership expects to realize a profit from the venture. NOTE 8 - INCOME TAXES The following reflects a reconciliation from net assets (Partners Capital) reflected in the financial statements to the tax basis of those net assets: December 31, --------------------------- 1998 1997 --------------- --------------- Net Assets - Partners Capital per financial statements $27,047,654 $20,931,153 Unamortized syndication costs 357,449 436,358 Allowance for doubtful accounts 414,073 257,500 Formation loans receivable 1,640,904 1,386,693 --------------- --------------- Net assets tax basis $29,460,080 $23,011,704 =============== =============== In 1998 and 1997, approximately 61% of taxable income was allocated to tax exempt organizations, i.e., retirement plans. Such plans do not have to file income tax returns unless their "unrelated business income" exceeds $1,000. Applicable amounts become taxable when distribution is made to participants. NOTE 9 - FAIR VALUE OF FINANCIAL INVESTMENTS The following methods and assumptions were used to estimate the fair value of financial instruments: (a) Cash and Cash Equivalents The carrying amount equals fair value. All amounts, including interest bearing, are subject to immediate withdrawal. (b) The carrying value of mortgage investments (see note 2(c) is $31,905,958. The fair value of these investments of $32,231,632 is estimated based upon projected cash flows discounted at the estimated current interest rates at which similar loans would be made. The applicable amount of the allowance for doubtful accounts along with accrued interest and advances related thereto should also be considered in evaluating the fair value versus the carrying value. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 10 - ASSET CONCENTRATIONS AND CHARACTERISTICS The Mortgage Investments are secured by recorded deeds of trust. At December 31, 1998, there were 55 Mortgage Investments outstanding with the following characteristics: Number of Mortgage Investments outstanding 55 Total Mortgage Investments outstanding $31,905,958 Average Mortgage Investment outstanding $580,108 Average Mortgage Investment as percent of total 1.82% Average Mortgage Investment as percent of Partners Capital 2.14% Largest Mortgage Investment outstanding 2,600,000 Largest Mortgage Investment as percent of total 8.15% Largest Mortgage Investment as percent of Partners Capital 9.61% Number of counties where security is located (all California) 11 Largest percentage of Mortgage Investments in one county 32.65% Average Mortgage Investment to appraised value of security at time loan was consummated 59.50% Number of Mortgage Investments in foreclosure status 0 Amount of Mortgage Investments in foreclosure 0 The following categories of mortgage investments are pertinent at December 31, 1998 and 1997: December 31, --------------------------------- 1998 1997 ---------------- --------------- First Trust Deeds $22,349,185 $17,103,865 Second Trust Deeds 8,469,460 8,163,624 Third Trust Deeds 1,087,313 37,500 ---------------- --------------- Total mortgage investments 31,905,958 25,304,989 Prior liens due other lenders 26,411,096 24,224,566 ---------------- --------------- Total debt $58,317,054 $49,529,555 ================ =============== Appraised property value at time of loan $98,011,150 $88,714,541 ================ =============== Total investments as a percent of appraisals 59.50% 55.83% ================ =============== Investments by Type of Property Owner occupied homes $6,450,199 $2,445,423 Non-Owner occupied homes 8,789,445 5,318,722 Apartments 3,256,602 5,982,649 Commercial 13,409,712 11,558,195 ---------------- ---------------- $31,905,958 $25,304,989 ================ ================ The interest rates on the mortgage investments range from 8.00% to 14.00% at December 31, 1998. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 Scheduled maturity dates of mortgage investments as of December 31, 1998 are as follows: Year Ending December 31, ------------------- 1999 $11,815,481 2000 9,576,318 2001 5,540,542 2002 1,515,906 2003 1,336,291 Thereafter 2,121,420 $31,905,958 ================= The scheduled maturities for 1999 include approximately $265,376 in Mortgage Investments which are past maturity at December 31, 1998. Interest payment on only one of these loans was delinquent. The cash balance at December 31, 1998 of $528,688 was in one bank with interest bearing balances totalling $492,951. The balances exceeded FDIC insurance limits (up to $100,000 per bank) by $428,688. This bank is the same financial institution that has provided the Partnership with the $8,000,000 limit line of credit. At December 31, 1998, draw down against this facility was $5,947,000. As and when deposits in the Partnerships bank accounts increase significantly beyond the insured limit, the funds are either placed on new Mortgage Investments or used to pay-down on the line of credit balance. 1. Financial Status of Corporate General Partner. The following financial statements of Gymno Corporation, the corporate General Partner, have been updated to December 31, 1998, and 1997, and are included in this Supplement. The Remainder of this page left intentionally blank PARODI & CROPPER CERTIFIED PUBLIC ACCOUNTANTS 3658 MOUNT DIABLO BOULEVARD, SUITE #205 LAFAYETTE, CALIFORNIA 94549 (925) 284-3590 FAX (925) 284-3593 INDEPENDENT AUDITORS REPORT BOARD OF DIRECTORS GYMNO CORPORATION We have audited the accompanying balance sheets of GYMNO Corporation as of December 31, 1998, and 1997, and the related statements of income (loss), stockholders equity and cash flows for the two years ended December 31, 1998 and 1997 . These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements 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 financial positions of GYMNO Corporation as of December 31, 1998, and 1997, and the results of its operations and cash flows for the periods then ended in conformity with generally accepted accounting principles. /S/ Parodi & Cropper PARODI & CROPPER Lafayette, California March 11, 1999 GYMNO CORPORATION BALANCE SHEETS DECEMBER 31, 1998 AND 1997 ASSETS 1998 1997 --------------- -------------- Cash and equivalents $427 $1,338 Deferred income tax benefits 143 136 --------------- -------------- Total current assets 570 1,474 --------------- -------------- Investment in partnerships, at net equity: Redwood Mortgage Investors IV 7,500 7,500 Redwood Mortgage Investors V 5,000 5,000 Redwood Mortgage Investors VI 9,773 9,773 Redwood Mortgage Investors VII 12,248 12,448 Redwood Mortgage Investors VIII 25,589 20,488 --------------- -------------- 60,110 55,209 --------------- -------------- $60,680 $56,683 =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable - Stockholders $436 $436 Accrued income taxes 232 382 Loan from Redwood Mortgage at 8% interest 8,598 9,138 --------------- -------------- Total current liabilities 9,266 9,956 --------------- -------------- Stockholders' Equity: Common stock at stated value: Authorized 1,000,000 shares of no par value issued and outstanding 500 shares 5,000 5,000 Paid-in surplus 7,500 7,500 Retained earnings 38,914 34,227 --------------- -------------- Total stockholders' equity 51,414 46,727 --------------- -------------- $60,680 $56,683 =============== ============== See accompanying notes to financial statements. GYMNO CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 1998 AND 1997 YEAR ENDED YEAR ENDED DECEMBER DECEMBER 31, 31, 1998 1997 ----------------- ---------------- REVENUE Partnership earnings - as General Partner $14,458 $13,009 Reconveyance fees 4,391 5,175 Other partnership earnings 24 34 ----------------- ---------------- 18,873 18,218 ----------------- ---------------- EXPENSES Management services - Stockholders 6,443 5,818 Professional Services 3,750 3,569 Interest expense 656 608 Recording Fees 867 0 Other 37 278 ----------------- ---------------- 11,753 10,273 Income before provision for income taxes 7,120 7,945 ----------------- ---------------- Provision for income taxes: California 953 863 Federal 1,480 1,328 ----------------- ---------------- 2,433 2,191 ----------------- ---------------- Net income (loss) $4,687 $5,754 ================= ================ Per share (500 shares) $9.37 $11.51 ================= ================ See accompanying notes to financial statements. GYMNO CORPORATION STATEMENTS OF STOCKHOLDERS EQUITY YEAR ENDED DECEMBER 31, 1998 AND 1997 Common Stock Paid-In Retained ----------------------- Shares Amount Surplus Earnings Total Balances - December 31, 1996 500# 5,000 7,500 28,473 40,973 Net income (loss) for the year ended December 31, 1997 0 0 0 5,754 5,754 --------- ---------- ---------- ----------- ---------- Balances - December 31, 1997 500# $5,000 $7,500 $34,227 $46,727 Net income (loss) for the year ended December 31, 1998 0 0 0 4,687 4,687 --------- ---------- ---------- ----------- ---------- Balances - December 31, 1998 500# $5,000 $7,500 $38,914 $51,414 ========= ========== ========== =========== ========== See accompanying notes to financial statements. GYMNO CORPORATION STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 1998 AND 1997 YEAR ENDED YEAR ENDED 1998 1997 ------------ -------------- Cash flows from operating activities: Net income (Loss) $4,687 $5,754 Adjustments to reconcile net income to net cash provided by operating activities: (Increase) decrease in recoverable income taxes (7) (16) Increase (decrease) in accounts payable and accrued liabilities (150) (2,639) ------------ ------------- 4,530 3,099 ------------- ------------- Cash flows from investing activities: (increase) decrease in: Cash invested in partnerships (4,901) (5,047) ------------- ------------- Cash flows for financing activities: Increase (decrease) in: Loan from Redwood Mortgage (540) 1,620 ------------- ------------- Net increase (decrease) in cash equivalents (911) (328) Cash equivalents at beginning of year 1,338 1,666 -------------- ------------- Cash equivalents at end of year (consisting of cash in bank) $427 $1,338 ============== ============= See accompanying notes to financial statements. GYMNO CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 NOTE 1 - ORGANIZATION GYMNO Corporation (the Company) was formed in July, 1986 by D. Russell Burwell and Michael R. Burwell, each owning 250 shares, for the purpose of serving as corporate General Partner of California limited partnerships, (presently Redwood Mortgage Investors I, II, III, IV, V, VI, VII and VIII) which invest in high-yield debt instruments, primarily promissory notes secured by deeds of trust on California real estate. As corporate General Partner, the Company receives management fees and/or a small percentage of income for its services which are performed by the stock holders. In addition, the company receives reconveyance fees. The Company has also acquired limited partnership interests in Redwood Mortgage Investors VII. The Company receives investment income from such limited partnership interests. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The accompanying financial statements were prepared on the accrual basis of accounting wherein revenue is recognized when earned and expenses are recognized when incurred. Earnings per share, included in the statements of income, were calculated by dividing net income by the weighted average of common stock shares outstanding during the period. There is only one class of shares (common stock) and there are no provisions or agreements which could dilute earnings per share. GYMNO CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31,1998 and 1997 NOTE 3 - INCOME TAXES The following reflects the income taxes for the periods ending December 31, 1997 and 1998: YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 1997 1998 CALIF FED CALIF FED --------- --------- --- --------- -- --------- Income before provision for income taxes $7,945 7,945 $7,120 $7,120 Nondeductible expenses 6 6 0 0 State Tax deduction: Prior fiscal year tax 0 (800) 0 (863) Taxable income differential- --------- --------- --------- --------- partnerships 1,811 1,811 3,655 3,655 --------- --------- --------- --------- Taxable income 9,762 8,962 10,775 9,912 --------- --------- --------- --------- Tax rate (California $800 minimum) 8.84% 15% 8.84% 15% --------- --------- --------- --------- Income tax thereon $863 $1,344 $953 $1,487 Change in deferred income tax benefit 0 (16) 0 (7) --------- --------- --------- --------- Income Tax expense $863 $1,328 $953 $1,480 ========= ========= ========= ========= Above tax liability 863 1,344 953 1,487 Estimated tax payments 800 1,025 864 1,344 --------- --------- --------- -- --------- Income tax liability $63 $319 $89 $143 ========= ========= ========= ========= Total liability $382 $232 ========= ========= California income taxes were determined at the greater of 8.84% of taxable income or the minimum tax ($800) and Federal income taxes were determined at the applicable Federal rate (15%). Deferred income taxes are based on timing differences in deductions for California income taxes which are deductible in the year after they apply (i.e. - - fiscal year 1998 taxes are deductible in 1999). At December 31, 1998 there were deferred income tax benefits of $143 relating to the $933 California Franchise Tax deductible in the following year. 4. Plan of Distribution. As described more fully in the Prospectus, on pages 73 through 75, the sales commissions that are paid to Participating Broker Dealers are not paid directly by the Partnership out of the offering proceeds. Instead, the Partnership lends to Redwood Mortgage Corp., an affiliate of the General Partners, funds from the offering proceeds equal to the amount of sales commission owed to the Participating Broker Dealers. For example, if an investor elects to invest $10,000 and elects to reinvest his earnings, the Partnership will pay a nine percent (9%) or $900 sales commission to the Participating Broker Dealer. Instead of paying $900 to the Participating Broker Dealer, the Partnership will lend $900 to Redwood Mortgage Corp. in the form of a formation loan. Redwood Mortgage pays the Participating Broker Dealer its sales commission and then repays the Partnership the amount of the loan, in the case of our example, $900. That loan, called the Formation Loan, is non-interest bearing, unsecured and is paid back to the Partnership from Redwood Mortgage Corp. over time. For a more detailed discussion of the structure of the Formation Loan, you should review carefully the sections of the Prospectus entitled "RISKS - Formation Loan" and "PLAN OF DISTRIBUTION - Formation Loan" For a detailed discussion of Redwood Mortgage Corp. and its activities, you should review carefully the section of the Prospectus entitled, "MANAGEMENT." Initial Formation Loan. The initial Formation Loan (the "First Formation Loan") made in connection with the initial Offering of $15,000,000, is to be repaid over ten (10) years. Installments of principal, without interest, are paid once a year. These installments commenced on December 31 of the year the offering terminated. The initial Offering terminated in September 1996, so repayments of the Formation Loan began in December 1996. The total amount of the First Formation Loan was $1,074,840. As of December 31, 1998, $230,126 had been repaid to the Partnership. Current Formation Loan. The current Formation Loan (the "Current Formation Loan") which is being made in connection with the current offering of Units is to be repaid differently than the Initial Formation Loan. It will be repaid in annual installments of one-tenth of the principal balance as of December 31 of each year. Such payment shall be due and payable by December 31 of the following year. No sales commissions for the current Offering were paid in 1996, therefore, no payment was made in 1997. The first payment of $43,223 was made December 31, 1998. This amount equals one-tenth (1/10) of the amount loaned to Redwood Mortgage Corp. from the Partnership to pay sales commissions in 1997. Upon completion of the Offering, the balance of the Current Formation Loan will be repaid in ten (10) equal annual installments of principal, without interest, commencing on December 31 of the year following the year the Offering terminates. As of, December 31, 1998, the Partnership, in connection with the Current Formation Loan, had loaned $839,413 to Redwood Mortgage Corp. from the Offering proceeds to pay sales commissions to Participating Broker Dealers. Sales by Registered Investment Advisors. In addition to purchasing Units through Participating Broker Dealers, we may accept unsolicited orders for Units directly from you if you utilize the services of a registered investment advisor. A registered investment advisor is an investment professional retained by you to advise you regarding your investment strategy regarding all of your assets, not just your investment with us. Registered investment advisors are paid by you based upon the total amount of your assets being managed by the registered investment advisor. If you utilize the services of a registered investment advisor in acquiring Units, Redwood Mortgage Corp. will pay to the Partnership, an amount equal to the sales commissions otherwise attributable to a sale of a Unit through a Participating Broker Dealer. The Partnership will in turn credit such amounts received by Redwood Mortgage Corp. to the account of the Investor who placed the unsolicited order. Election of Investors to Pay Client Fees. If you acquire Units directly from the Partnership through the services of a registered investment advisor, you will have the election, to authorize us to pay your registered investment advisor an estimated quarterly amount of no more than 2% annually of your Capital Account that would otherwise be paid to you as Periodic Cash Distributions or compounded as Earnings. For ease of reference, we have referred to these fees as "Client Fees." If you elect to compound Earnings, then the amount of the Earnings reinvested by you will be reduced by an amount equal to the amount of the Client Fees paid. Thus, the amount of the Periodic Cash Distributions paid or the amount of Earnings compounded will be less if you elect to pay Client Fees through us. The authorization to pay Client Fees is solely at your election and is not a requirement of investment with us. Client Fees are not Sale Commissions. All Client Fees paid will be paid from those amounts that would otherwise be paid to you or compounded in your capital account. The payment of all Client Fees is noncumulative and subject to the availability of sufficient Earnings in your Capital Account. In no event will any such Client Fees be paid by us as sales commissions or other compensation. We are merely agreeing to pay to the registered investment advisor, as an administrative convenience to you, a portion of those amounts that would otherwise be paid to you. In no event will the total of all compensation including sales commissions, expense reimbursements, sales seminar and/or due diligence expenses exceed ten percent (10%) of the program proceeds received plus an additional one-half percent (0.5%) for bona fide due diligence expenses as set forth in Rule 2810 of the NASD Conduct Rules. Representations and Warranties of Registered Investment Advisors. All registered investment advisors will represent and warrant to the Partnership that, among other things, that the investment in the Units is suitable for you, that he has informed you of all pertinent facts relating to the liquidity and marketability of Units, and that if he is affiliated with an NASD registered broker or dealer, that all Client Fees received by him in connection with this transaction will be run through the books and records of the NASD member in compliance with Notice to Members 96-33 and Rules 3030 and 3040 of the NASD Conduct Rules. 5. Compensation of General Partners. For the period from inception, inclusive of the Initial and Current Offerings to December 31, 1998, the General Partners and their Affiliates have received the following compensation. For a detailed explanation of all compensation that my be payable to us or our affiliates, please carefully review the section of the Prospectus entitled "COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES"). a. Fees Paid by the Partnership to the General Partners and Allifiates - ----------------- ------------------------------------------------ ------------- Entity Receiving Description of Compensation Total paid to Date Compensation - ----------------- ------------------------------------------------ ------------- Redwood Mortgage Mortgage Servicing Fee for Corp. Servicing Mortgage Investments $760,740 - ----------------- -------------------------------------------- ----------------- General Partners Asset Management Fee for managing assets $91,355 - ----------------- -------------------------------------------- ----------------- General Partners 1% interest in profits, losses and distributions of cash available for distribution $60,114 - ----------------- -------------------------------------------- ----------------- b. Fees Paid by Borrowers on Mortgage Investments to Affiliates of the General Partners. - ----------------- -------------------------------------------- ----------------- Entity Receiving Description of Compensation Total Paid to Date Compensation - ----------------- -------------------------------------------- ----------------- Redwood Mortgage Mortgage Brokerage Commission for services in connection Corp. with review, selection, evaluation. $2,488,165 - ----------------- -------------------------------------------- ----------------- Redwood Mortgage Processing and Escrow Fees for services Corp in connection with notary, document preparation, . credit investigation and escrow fees. $59,057 - ---------------- --------------------------------------------- ----------------- 1. Table of Open Mortgage Investments for the Partnership As Of December 31, 1998. As of December 1998, the Partnership had fifty-five (55) open Mortgage Investments with a principal outstanding balance totaling $ 31,905,958. Open Mortgage Investments are those Mortgage Investments in which the principal amount of the loan is outstanding. That is, the loan has not been paid back to the Partnership. The Partnership also had two Mortgage Investments aggregating approximately $ 234,474 in which the Partnership instituted collection remedies against the borrower. Those Mortgage Investments are included in the following table as those collection remedies have not been fully completed. The following table sets forth with respect to each open Mortgage Loan the following information: the date the Mortgage Loan was funded; the amount of the existing first or second mortgage on the property, if any; the amount of the Partnership Investment, the term of the Mortgage Investment; the appraised value of the property at the time the Mortgage Investment was made; the Loan to Value Ratio at the time the Mortgage Investment was made; and the current status of the Mortgage Investment. Please be aware that the key to the footnotes indicated in the following table appear at the bottom of the page. a. Loans Secured By Single Family Residences (1- 4 Units) Date Existing Existing Amount of Loan Appraised % Status Funded 1st Mort. at 2nd Partnership Term Value of Loan to County Funding Mort. At Mortgage in mo. Property at Value Funding Investment Funding Ratio at at Funding Funding - --------------------- ----------- -------------- ---------- ------------- -------- ------------- ---------- --- Single Family Residences (county) San Francisco 2 12/29/94 $1,060,486 $ 0 $ 325,000 96 $2,000,000 69.27 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 2 06/20/95 74,551 0 66,000 12 265,000 53.04 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 03/29/96 0 0 105,000 120 140,000 75.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Contra Costa 1 04/10/97 0 0 37,500 24 50,000 75.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... <FN> 1 Indicates a First Deed of Trust on the property. 2 Indicates a Second Deed of Trust on the property. 3 Indicates a Third Deed of Trust on the property. 4 The term loan-to-value ratio means to total amount of debt secured by the property expressed as a percentage of the total value of the property. Generally, the loan to value ratio will not exceed 80 of the appraised value for residential properties, 70 of the appraised value for commercial property and 50 of appraised value for unimproved land. A Loan current or less than 90 days delinquent B Loan 90 days or more delinquent C Loan in Foreclosure D Loan in Bankruptcy E Real Estate Owned through foreclosure by Partnership F Judgement obtained against borrower </FN> a. Loans Secured By Single Family Residences (1- 4 Units) Date Existing Existing Amount of Loan Appraised % Status Funded 1st Mort. at 2nd Partnership Term Value of Loan to County Funding Mort. At Mortgage in mo. Property at Value Funding Investment Funding Ratio at at Funding Funding - --------------------- ----------- -------------- ---------- ------------- -------- ------------- ---------- --- Single Family Residences (county)(continued) ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 2 05/07/97 $ 262,342 $ 0 $ 50,000 24 $ 405,000 77.12 A .................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 06/26/97 0 0 390,000 36 565,000 69.03 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Monterey 2 06/18/97 350,668 0 700,000 18 1,570,000 60.55 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 04/24/97 0 0 579,300 36 800,000 72.41 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 2 09/16/97 579,300 0 1,320,000 18 2,450,000 77.52 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Mateo 1 10/07/97 0 0 250,000 36 435,000 57.47 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 10/23/97 0 0 2,400,000 18 3,403,034 70.53 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 1 12/24/97 0 0 690,000 24 1,249,500 55.22 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 04/24/98 0 0 352,000 24 440,000 80.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Marin 3 03/25/98 1,300,000 326,346 894,000 24 2,867,000 87.91 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 3 08/07/98 1,702,800 420,000 950,700 18 4,205,000 73.09 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Stanislaus 1 09/15/98 0 0 2,500,000 36 4,004,263 62.43 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 11/03/98 0 0 910,000 18 1,300,000 70.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 2 11/13/98 1,320,000 0 1,155,000 18 3,300,000 75.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 2 10/16/98 277,208 0 210,000 24 675,000 72.18 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 2 11/03/98 910,000 0 953,000 18 2,800,000 66.54 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Mateo 1 11/25/98 0 0 2,600,000 12 3,946,429 65.88 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Contra Costa 2 04/15/93 255,604 0 62,500 60 452,500 70.30 F ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 12/19/94 0 0 171,974 12 395,000 43.54 E ..................... ........... .............. .......... ............. ........ ............. ........ ..... <FN> 1 Indicates a First Deed of Trust on the property. 2 Indicates a Second Deed of Trust on the property. 3 Indicates a Third Deed of Trust on the property. 4 The term loan-to-value ratio means to total amount of debt secured by the property expressed as a percentage of the total value of the property. Generally, the loan to value ratio will not exceed 80 of the appraised value for residential properties, 70 of the appraised value for commercial property and 50 of appraised value for unimproved land. A Loan current or less than 90 days delinquent B Loan 90 days or more delinquent C Loan in Foreclosure D Loan in Bankruptcy E Real Estate Owned through foreclosure by Partnership F Judgement obtained against borrower </FN> b. Loans Secured By Multifamily Residences (5 plus Units) Date Existing Existing Amount of Loan Appraised % Status Funded 1st Mort. at 2nd Partnership Term Value of Loan to County Funding Mort. At Mortgage in mo. Property at Value Funding Investment Funding Ratio at at Funding Funding - --------------------- ----------- -------------- ---------- ------------- -------- ------------- ---------- --- Multiple Units (county) ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Joaquin 2 10/05/94 $ 713,917 $ 0 $ 200,000 60 $1,270,000 71.96 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Contra Costa 2 01/06/95 775,649 0 350,000 60 2,030,000 55.45 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 03/21/95 0 0 400,000 120 583,333 68.57 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Joaquin 2 07/11/95 1,773,424 0 385,000 60 3,132,500 68.90 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Mateo 1 09/18/97 0 0 2,200,000 12 3,470,000 63.40 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Marin 1 07/09/98 0 0 390,000 12 519,726 75.04 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 08/11/98 0 0 1,137,500 36 2,170,000 62.79 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... c. Loans Secured by Commercial Property Date Existing Existing Amount of Loan Appraised % Status Funded 1st Mort. at 2nd Partnership Term Value of Loan to County Funding Mort. At Mortgage in mo. Property at Value Funding Investment Funding Ratio at at Funding Funding - --------------------- ----------- -------------- ---------- ------------- -------- ------------- ---------- --- Commercial Properties (county) ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 1 08/16/93 $ 0 $ 0 $ 82,500 120 $ 130,000 63.46 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Sacramento 2 09/28/93 846,019 0 67,500 144 1,343,500 68.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 2 10/07/93 11,864 0 200,000 60 428,333 49.62 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 1 11/12/93 0 0 192,500 60 256,667 75.00 B ..................... ........... .............. .......... ............. ........ ............. ........ ..... Santa Clara 1 01/20/94 0 0 390,000 60 585,000 66.67 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Fresno 1 06/15/95 0 0 130,000 60 225,000 57.78 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Joaquin 1 12/13/95 0 0 320,000 120 570,000 56.14 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Contra Costa 1 01/05/96 0 0 104,000 36 190,000 54.74 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Mateo 1 02/16/96 0 0 75,000 60 265,000 28.30 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Santa Clara 2 03/22/96 5,492,788 0 955,000 60 9,665,032 74.41 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... <FN> 1 Indicates a First Deed of Trust on the property. 2 Indicates a Second Deed of Trust on the property. 3 Indicates a Third Deed of Trust on the property. 4 The term loan-to-value ratio means to total amount of debt secured by the property expressed as a percentage of the total value of the property. Generally, the loan to value ratio will not exceed 80 of the appraised value for residential properties, 70 of the appraised value for commercial property and 50 of appraised value for unimproved land. A Loan current or less than 90 days delinquent B Loan 90 days or more delinquent C Loan in Foreclosure D Loan in Bankruptcy E Real Estate Owned through foreclosure by Partnership F Judgement obtained against borrower </FN> c. Loans Secured by Commercial Property Date Existing Existing Amount of Loan Appraised % Status Funded 1st Mort. at 2nd Partnership Term Value of Loan to County Funding Mort. At Mortgage in mo. Property at Value Funding Investment Funding Ratio at at Funding Funding - --------------------- ----------- -------------- ---------- ------------- -------- ------------- ---------- --- Commercial Properties (county)(continued) ..................... ........... .............. .......... ............. ........ ............. ........ ..... Santa Clara 1 03/31/96 $ 0 $ 0 $ 40,000 36 $ 56,640 70.62 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Mateo 2 08/20/96 74,754 0 65,000 54 265,000 52.74 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Santa Clara 2 11/15/96 468,000 0 18,000 15 585,000 83.08 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Stanislaus 2 12/31/96 273,795 0 1,450,000 36 4,829,613 35.69 B ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 03/28/97 0 0 700,000 12 2,100,000 33.33 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Mateo 1 04/23/97 0 0 370,000 60 495,000 74.75 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 06/18/97 0 0 1,350,000 42 2,432,500 55.50 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 09/12/97 0 0 150,000 60 1,440,000 10.42 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 1 09/19/97 0 0 325,000 120 595,000 54.62 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 2 09/30/97 156,750 0 169,555 120 568,125 57.43 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Alameda 1 12/19/97 0 0 1,075,000 60 1,440,094 74.65 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Stanislaus 1 02/06/98 0 0 350,000 18 700,000 50.00 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Contra Costa 2 05/13/98 1,124,681 0 300,000 18 1,870,000 76.19 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Stanislaus 1 07/24/98 0 0 1,072,000 18 1,949,344 54.99 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... San Francisco 2 06/17/98 3,143,154 0 1,515,000 12 8,214,108 56.71 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Santa Clara 1 11/04/98 0 0 1,800,000 24 2,610,000 68.97 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... Stanislaus 1 12/03/98 0 0 650,000 36 984,286 66.04 A ..................... ........... .............. .......... ............. ........ ............. ........ ..... <FN> 1 Indicates a First Deed of Trust on the property. 2 Indicates a Second Deed of Trust on the property. 3 Indicates a Third Deed of Trust on the property. 4 The term loan-to-value ratio means to total amount of debt secured by the property expressed as a percentage of the total value of the property. Generally, the loan to value ratio will not exceed 80 of the appraised value for residential properties, 70 of the appraised value for commercial property and 50 of appraised value for unimproved land. A Loan current or less than 90 days delinquent B Loan 90 days or more delinquent C Loan in Foreclosure D Loan in Bankruptcy E Real Estate Owned through foreclosure by Partnership F Judgement obtained against borrower </FN> MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On December 31, 1998, the Partnership was in the offering stage of its second offering of ($30,000,000). Contributed capital from Limited Partners totalled $14,932,017 for the first offering and $10,658,118 for the second offering, an aggregate of $25,590,135 as of December 31, 1998. Of this amount, none remained in applicant status. Accordingly, together with initial approved offering of $15,000,000 the Partnership has approval for an aggregate offering of $45,000,000 in Units of $100 each. At December 31, 1998, the Partnerships Mortgage Investments outstanding totalled $31,905,958. The primary reason for an increase in Mortgage Investments Outstanding from $6,484,707 in 1994, to $12,047,252 in 1995, to $15,642,990 in 1996, to $25,304,989 in 1997, and to $31,905,958 to December 31, 1998, was the additional capital admitted to the Partnership through sale of Limited Partnership Units and reinvestment of Limited Partners earnings. Additional Partners Capital contributions have totalled $4,508,824, $3,834,799, $3,863,536, $5,565,372 and $5,100,458 and the reinvestment of earnings by Limited Partners who have elected to reinvest earnings have totalled $239,956, $524,988, $800,218, $1,119,465, and $1,440,687 for the years ended December 31, 1994, December 31, 1995, December 31, 1996, December 31, 1997 and December 31, 1998, respectively. To a lesser extent, Mortgage Investments outstanding have also increased through the utilization of the Partnerships line of credit. The effect of more outstanding Mortgage Investments raised the interest earned on Mortgage Investments for the years ended December 31, 1994, 1995, 1996, 1997, and 1998 to $480,110, $1,031,029, $1,718,208, $2,613,008 and $3,376,293 respectively. Interest rates on Mortgage Investments ranged from 8.00% to 14.00%. The Partnership began funding Mortgage Investments on April 14, 1993 and as of December 31, 1998, distributed earnings at an average annualized yield of 8.36%. Currently, mortgage interest rates have decreased from those prevalent at the inception of the Partnership. New mortgage investments will be originated at these lower interest rates which could reduce the average return across the entire Mortgage Investment portfolio held by the Partnership. In the future, interest rates likely will change from their current levels. The General Partners cannot at this time predict at what levels interest rates will be in the future. Although the rates charged by the Partnership are influenced by the level of interest rates in the market, the General Partners do not anticipate that rates charged by the Partnership to its borrowers will change significantly from the beginning of 1999 over the next 12 months. Based upon the rates payable in connection with the existing Mortgage Investments, the current and anticipated interest rates to be charged by the Partnership and the General Partners experience, the General Partners anticipate that the annualized yield will range between eight & nine percent (8% - 9%). In 1995, the Partnership established a line of credit with a commercial bank secured by its Mortgage Investments and since its inception, has increased the limit from $3,000,000 to $8,000,000. For the years ended December 31, 1996, 1997 and December 31, 1998, interest on Note Payable-Bank was $188,638 , $340,633 and $513,566 respectively. For 1997 and the twelve months ended December 31, 1998, the increase in interest on notes payable-Bank has been attributed to a higher overall credit facility utilization. As of December 31, 1998, the Partnership has borrowed $5,947,000 at an interest rate of prime + 1/2%. This facility could increase as the Partnerships capital increases. This added source of funds will help in maximizing the Partnership yield by allowing the Partnership to minimize the amount of funds in lower yield investment accounts when appropriate Mortgage Investments are not currently available. Additionally, the Mortgage Investments made by the Partnership bear interest at a rate in excess of the rate payable to the bank which extended the line of credit, the amount to be retained by the Partnership, after payment of the line of credit cost, will be greater than without the use of the line of credit. As of December 31, 1998, the balance remained at $5,947,000 and in accordance with the line of credit, the Partnership paid all accrued interest as of that date. The Partnerships income and expenses, accruals and delinquencies are within the normal range of the General Partners expectations, based upon their experience in managing similar partnerships over the last twenty one years. Mortgage servicing fees increased from $155,912 to $189,692, and to $295,052 for the years ended December 31, 1996, 1997 and 1998. The mortgage servicing fees increased primarily due to increase in the outstanding Mortgage Investment portfolio. Asset Management fees increased from $17,053 to $24,966, and to $31,651 for the years ended December 31, 1996, 1997 and 1998, respectively. The Asset Management fee increase was due primarily to the increased Partners capital which the General Partners are managing. All other Partnership expenses fluctuated within a narrow range commonly expected to occur, except for interest on note payable - bank which is discussed earlier in the Management Discussion and Analysis of Financial Condition and Results of Operations. Borrowers foreclosures, as set forth under Results of Operations, are a normal aspect of Partnership operations and the General Partners anticipate that they will not have a material effect on liquidity. Cash is constantly being generated from interest earnings, late charges, pre-payment penalties, amortization of principal and pay-off on Mortgage Investments. Currently, cash flow exceeds Partnership expenses and earnings payout requirements. . Excess cash flow will be invested in new Mortgage Investment opportunities when available, used to reduce the Partnership credit line or in other Partnership business. The General Partners regularly review the Mortgage Investments portfolio, examining the status of delinquencies, the underlying collateral securing these Mortgage Investments, borrowers payment records, etc. Data from the local real estate market and of the national and local economy are reviewed. Based upon this information and other data, loss reserves are increased or decreased. In 1996, 1997 and 1998, the Partnership made provisions for doubtful accounts of $55,383, $139,804 and $162,969 respectively. These provisions for doubtful accounts were made primarily as a prudent action to guard against unidentified collection losses. The provision for doubtful accounts as of December 31, 1998, of $414,073 is considered by the General Partners to be adequate. Because of the number of variables involved, the magnitude of the swings possible and the General Partners inability to control many of these factors actual results may and do sometimes differ significantly from estimates made by the General Partners. California continues to be in an advantageous stage of its commercial building cycle. Markets are balanced, meaning that there is neither a critical shortage of space (signaled by rapidly rising rents and a flourish of rehabs and alterations), nor is there an oversupply (falling rents and occupancy, financial difficulties among owners and non-performing loans at lenders). Homebuilding increased again last year as 126,000 housing permits were issued, the most issued in any years since 1990. Even so, homebuilding is proceeding at a rate that does not seem to satisfy current and projected demand. The median price of an existing home sold last year rose 8 percent, a very large gain in comparison to the meager 2 percent or so of the general rate of inflation. The volume of homes sold was up a huge 13 percent. The December 1998 issue of Western Economic Developments, published by the Federal Reserve Bank of San Francisco, said the following about the California economy: The pace of economic growth in California was solid in recent months, despite continued contraction in some major industries. Total payroll employment rose 3.2 percent on an annual basis in October and November. This is above the average growth rate for the first eleven months of 1998, but it is below the 3.8 percent pace from last year. Faced by declining export demand and rising import competition, durable goods manufacturers cut employment in November. Manufacturers of computers and electronic components have been particularly hard hit this year, and aerospace employment has contracted. However, the pace of job creation has remained strong in sectors other than manufacturing, and this has helped to lower the state unemployment rate to 5.7 percent in November. Californias state and local governments have created new jobs at about a 2.5 percent annual pace this year, a pickup from prior years that is due in part to improved fiscal capacity. About 21,000 of the 29,000 jobs created this year were for educators at local schools. To the Partnership, the above evaluation of the California economy means an increase in property values, job growth, personal income growth, etc., which all translates into more loan activity, which of course, is healthy for the Partnerships lending activity. At the time of subscription to the Partnership, Limited Partners make an irrevocable decision to either take distributions of earnings monthly, quarterly or annually or to compound earnings in their capital account. For the years ended December 31, 1996, December 31, 1997 and December 31, 1998, the Partnership made distributions of earnings to Limited Partners after allocation of syndication costs of $418,380, $495,480 and $614,383 respectively. Distribution of Earnings to Limited Partners after allocation of syndication costs for the years ended December 31, 1996, December 31, 1997 and December 31, 1998, to Limited Partners capital accounts and not withdrawn was $800,218, $1,119,465 and $1,440,687 respectively. As of December 31, 1996, December 31, 1997 and December 31, 1998, Limited Partners electing to withdraw earnings represented 34%, 30% and 30% respectively of the Limited Partners outstanding capital accounts. The decreases in percentage of Limited Partners electing to withdraw earnings is due to an increase in percent of new Limited Partners choosing to compound earnings and the dilution effect occurring when compounding Limited Partners capital accounts grow through earnings reinvestment compared to Limited Partners that have chosen to liquidate earnings. The Partnership also allows the Limited Partners to withdraw their capital account subject to certain limitations (see liquidation provisions of Partnership Agreement). Once a Limited Partners initial five year hold period has passed, the General Partners expect to see an increase in liquidations due to the ability of Limited Partners to withdraw without penalty. This ability to withdraw five years after a Limited Partners investment has the effect of providing Limited Partner liquidity which the General Partners then expect a portion of the Limited Partners to avail themselves of. This has the anticipated effect of the Partnership growing, primarily through reinvestment of earnings in years one through five. The General Partners expect to see increasing numbers of Limited Partner withdrawals in years five through eleven, at which time the bulk of those Limited Partners who have sought withdrawal have been liquidated. After year eleven, liquidation generally subsides and the Partnership capital again tends to increase through earnings reinvestment. Since the five year hold period for most of the investors has yet to expire, as of December 31, 1998, many Limited Partners may not as yet avail themselves of this provision for liquidation. Earnings and capital liquidations including early withdrawals since inception, 1993 through December 31, 1998 were: 1993 1994 1995 1996 1997 1998 ------- --------- -------- --------- ---------- ---------- Earnings Liquidation $46,855 $165,814 $303,477 $418,380 $495,480 $614,383 Capital Liquidation 0 0 $5,640 $146,755 $132,619 $257,344 ------- --------- -------- --------- ---------- ---------- Total $46,855 $165,814 $309,117 $565,135 $628,099 $871,727 ======= ======== ========== ========= ========= ========== Additionally, Limited Partners may withdraw over a period of one year subject to certain limitations and penalties. For the years ended December 31, 1996, December 31, 1997, and December 31, 1998, $146,755, $132,619 and $244,213 respectively were liquidated subject to the 10% penalty for early withdrawal. This represents only 1.00%, 0.63% and 0.90% of the Limited Partners ending capital for the years ending December 31, 1996, 1997, and 1998 respectively. These withdrawals are within the normally anticipated range that the General Partners would expect in their experience in this and other Partnerships. The General Partners expect that a small percentage of Limited Partners will elect to liquidate their capital accounts over one year with a 10% early withdrawal penalty. In originally conceiving the Partnership, the General Partners wanted to provide Limited Partners needing their capital returned a degree of liquidity. Generally, Limited Partners electing to withdraw over one year need to liquidate investment to raise cash. The trend the Partnership is experiencing in withdrawals by Limited Partners electing a one year liquidation program represents a small percentage of Limited Partner capital as of December 31, 1996, December 31, 1997 and December 31, 1998, respectively and is expected by the General Partners to commonly occur at these levels. The Year 2000 will be a challenge for the entire world, with respect to the conversion of existing computerized operations. The Partnership is completing an assessment of Year 2000 hardware and software issues. This assessment is not yet fully complete. The Partnership relies on Redwood Mortgage Corp., an affiliate of the Partnership, and third parties to provide loan and investor services and other computerized functions, effected by Year 2000 computerized operations. Major services provided to the Partnership by these companies are loan servicing, accounting and investor services. The vendors that supply the software for loan servicing have already confirmed compliance with Year 2000 issues. Installation of accounting software that is Year 2000 compliant will begin after the 1998-year ends. The investor servicing software Year 2000 compliance is still under assessment. Existing investor servicing software maintenance agreements provide for conversion to Year 2000 compliance to be provided by the vendor. Additionally, the Partnership has contacted several vendors that provide investor services as a possible alternative to continuing to provide investors services in house. It would appear that these service providers would be more expensive than the current in house systems but they do provide a back-up alternative in the event of our own failure to fully convert. Hardware utilized by Redwood Mortgage Corp., is currently being tested to insure that modifications necessary to be made prior to Year 2000 can be accomplished. At this juncture, existing hardware appears to be substantially compliant with Year 2000 issues. The costs of updating the various software systems will be borne by the various companies that supply the Partnership with services. Therefore, no significant capital outlays are anticipated and the Partnership expects only incidental costs of conversion for Year 2000 issues. The Partnership is in the business of making Mortgage Investments secured by real estate. The most important factor in making the Mortgage Investments is the value of the real estate security. Year 2000 issues have some potential to effect industries and businesses located in the marketplaces in which the Partnership places its Mortgage Investments. This would only have an affect on the Partnership if Year 2000 issues cause a significant downturn in the northern California economy. In fact, Silicon Valley is located in our marketplace. There may be significant increased demand for Silicon Valley type services and goods as companies make ready for the Year 2000 conversion. Although not fully developed, if all or any accounting, loan servicing and investor services conversions should fail, the size and scope of the Partnerships activities are such that they could be handled at an equal or higher cost on a manual basis or outsourced to other servicers existing in the industry, while correcting systems problems and are likely to be temporarily in nature. While this would entail some initial set up costs, these costs would likely not be so significant as to have a material effect upon the Partnership. Shifting portions of daily operations to manual or outsourced systems may result in time delays. Time delays in providing accurate and pertinent information could negatively affect customer relations and lead to the potential loss of new loans and Limited Partner investments. The foregoing analysis of Year 2000 issues includes forward-looking statements and predictions about possible or future events, results of operations and financial condition. As such, this analysis may prove to be inaccurate because of the assumptions made by the General Partner or the actual development of future events. No assurance can be given that any of these forward-looking statements and predictions will ultimately prove to be correct or even substantially correct. Various other risks and uncertainties could also affect the Year 2000 analysis causing the effect on the Partnership to be more severe than discussed above. The General Partners Year 2000 compliance testing cannot guarantee that all computer systems will function without error beyond the Year 2000. Risks also exist with respect to Year 2000 compliance by external parties who may have no relationship to the Partnership or the General Partners, but who have a significant relationship with one or more third parties, and may have a system failure that adversely affects the Partnerships ability to conduct business. While the General Partners are attempting to identify such external parties, no assurance can be given that it will be able to do so. Furthermore, third parties with direct relationships with the Partnership, whose systems have been identified as likely to be Year 2000 compliant, may suffer a breakdown due to unforeseen circumstances. It is also possible that the information collected by the General Partners for these third parties regarding their compliance with Year 2000 issues may be incorrect. Finally, it should be noted that the foregoing discussion of Year 2000 issues assumes that to the extent the General Partners systems fail, whether because of unforeseen complications or because of third parties failure, switching to manual operations will allow the Partnership to continue to conduct its business. While the General Partner believes this assumption to be reasonable, if it is incorrect, the Partnerships results of operations would likely be adversely affected. 7. Experts. The Financial Statements of the Partnership as of December 31, 1998, and of the Corporate General Partner, Gymno Corporation, as of December 31, 1998, included herein, have been examined by Parodi & Cropper, independent certified public accountants as set forth in their report thereon appearing elsewhere herein and have been included herein in reliance on such reports and authority of such firm as experts in accounting and auditing. Financial Statements of the Partnership as of December 31, 1998, are audited. (see section of the Prospectus entitled Managements Discussion and Analysis of Financial Condition and Results of Operation). 8. Prior Program Mortgage Investments and Prior Program Mortgage Investments Summaries. Tables I and II of the Prior Performance Tables set forth in Appendix I of the Prospectus have been updated to provide information as of December 31, 1998, and are included on the following pages of this Supplement as Attachment I. The Prior Program Mortgage Investments Summaries set forth on pages 42 and 43 have been updated to provide information as of December 31, 1998, and are attached to this Supplement No. 3 as Attachment II. 9. Geographic Area of Lending Activity: The Partnership will invest in Deeds of Trust secured by property located in California. The General Partners anticipate that approximately 70% of the Partnerships Mortgage Investments will be secured by Deeds of Trust on properties located in the San Francisco Bay Area. (The counties composing the San Francisco Bay Area are San Francisco County, San Mateo County, Santa Clara County, Marin County, Alameda County and Contra Costa County). As of 12/31/98, 70.20% of the Partnership's Mortgage Investments are secured by Deeds of Trust on properties in the San Francisco Bay Area. The remaining Mortgage Investments are located in California. The economy of a lending area is an important factor in protecting real estate value. The San Francisco Bay Area has an aggregate population of over 3.5 million people, a broad diversified economic base, an expanding working population and a minimum of buildable sites. The General Partners believe these factors contribute to a more stable market for real estate. Although the general real estate market in California like most of the country, suffered a decline in property values during the early 1990s, the California real estate property values have improved somewhat beginning in 1995. The General Partners believe the strength of the California economy especially in the Bay Area, will continue to protect real estate values over the longer term. Californias economy slowed in the second half of 1998, but its growth was still impressive. Payroll employment rose 3.2 percent in 1998 which was a very strong gain. That growth translates into a rise in real Gross State Product of nearly 5 percent, or about one percentage point faster than the nation as a whole, since U.S. Real GDP rose 3.9 percent last year. ATTACHMENT I to SUPPLEMENT NO. 5 DATED APRIL 26, 1999 UPDATED PRIOR PERFORMANCE TABLES The prior performance tables as referenced in the Prior Performance Summary of the Prospectus present information on programs previously sponsored by the General Partners. The purpose of the tables is to provide information on the performance of these partnerships to assist prospective investors in evaluating the experience of the General Partners as sponsors of such partnerships. While none of the information represents activities of an entity whose investment objectives and criteria are identical to the Partnership, in the opinion of the General Partners all of the partnerships included in the tables had investment objectives which were similar to those of the Partnership. Factors considered in making such determination included the type of investments, expected benefits from investment and structure of the programs. Each of such prior programs had the following objectives: (i) annual distributions of cash or credits to a Partner's capital account for additional Mortgage Investments; and (ii) preservation of the Partnership's capital. Redwood Mortgage Investors VI, Redwood Mortgage Investors VII, and the Partnership differ from the prior programs in that they will amortize organizational costs over a five (5) year period instead of a ten (10) year period and will invest in a greater percentage of first deeds of trust. In addition, the Partnership's Loan Servicing Fees may be slightly higher and interest earned on the Mortgage Investments made by the partnership will differ due to economic considerations and other factors at the present time. Accordingly, such prior programs differed in certain respects from the Partnership, and inclusion of these tables does not imply that investors of the Partnership will experience results comparable to those experienced in the partnerships referred to in the tables. The updated tables consist of: Table I Experience in Raising and Investing Funds. Table II Compensation to General Partners and Affiliates. Table III Operating Results of Prior Limited Partnerships. Table V Payment of Mortgage Investments. Persons who purchase Interests in the Partnership will not thereby acquire any ownership interest in any of the partnerships to which these tables relate. The inclusion of the following tables in the Prospectus does not imply that the Partnership will make investments comparable to those reflected in the tables with respect to cash flow, income tax consequences available to investors, or other factors, nor does it imply that they will experience returns, if any, comparable to those experienced by investors in the partnerships referred to below. The General Partners have sponsored two (2) other public programs registered with the Securities and Exchange Commission. Therefore, the following tables also include information about prior non-public programs whose investment objectives are similar to those of the Partnership. These partnerships were offered without registration under the Securities Act of 1933 in reliance upon the intrastate offering exemption from the registration requirements thereunder and/or the exemption for transactions not involving a public offering. Additional information regarding the Description of Open Loans of Prior Limited Partnerships is provided in Table VI in Part II of this Registration Statement. The Partnership will furnish without charge to each person to whom this Prospectus is delivered, upon request, a copy of Table VI. Definitions and Glossary of Terms The following terms used in the Tables have the following meanings: "Cash Generated From Operations" shall mean excess or deficiency of operating cash receipts over operating cash expenditures. "GAAP" shall mean generally accepted accounting principles. "Months to Invest 90% of Amount Available For Investment" shall mean the time period from commencement of the offering to date of close of escrow of initial Partnership Loans. The following is a brief description of the Tables: TABLE I - EXPERIENCE IN RAISING AND INVESTING FUNDS Table I summarizes, as a percentage basis, all funds through December 31, 1998 for partnerships which completed funding during the three (3) years ending on such date. TABLE II - COMPENSATION TO GENERAL PARTNERS AND AFFILIATES Table II summarizes the compensation paid the General Partners and Affiliates by those partnership which completed their offering during the three (3) years ended December 31, 1998. TABLE III - OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS Table III summarizes the annual operating results through December 31, 1998 for partnerships which closed their offering during the ten (10) years ending December 31, 1998. TABLE V - PAYMENT OF MORTGAGE INVESTMENTS Table V presents information on the payment of the partnership Mortgage Investments within the three (3) years ending December 31, 1998. Some of the Mortgage Investments are fractionalized and held as undivided interests with other partnerships and third parties. The information presented in Table V as to fractionalized loans represents only that partnership's interest in a certain loan. TABLE I EXPERIENCE IN RAISING AND INVESTING FUNDS (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) RMI VII --------------- Dollar Amount Offered $12,000,000 Dollar Amount Raised $11,998,359 Percentage of Amount Raised 100.00% Less Offering Expenses: Organization Expense 3.55% Percentage Available for Investment Net of Offering Expenses 96.45% Mortgage Investments Funded from Offering Proceeds Secured by Deeds of Trust 86.85% Formation Loan (1): 7.62% Selling Commissions Paid to Non-Affiliates 1.00% Selling Commissions Paid to Affiliates 0 Mortgage Investments Commitments (2): 0 Mortgage Investment Application or Mortgage Investment Processing Fees 0 Funds Available for Future Commitments 0 Reserve 0.98% =============== Total 96.45% =============== Date Offering Commenced 10/20/89 Length of Offering 36 months Months to Commit 90% of Amount Available for Investment (Measured from Beginning of. Offering) 38 months TABLE I EXPERIENCE IN RAISING AND INVESTING FUNDS (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) RMI VI -------------- Dollar Amount Offered $12,000,000 Dollar Amount Raised $ 9,772,594 Percentage of Amount Raised 100.00% Less Offering Expenses: Organization Expense 2.63% Selling Commissions Paid to Non-Affiliates 1.00% Selling Commissions Paid to Affiliates 0 Percentage Available for Investment, Net of Offering Expenses 96.37% Mortgage Investments Funded from Offering Proceeds Secured by Deeds of Trust 86.04% Formation Loan (1): 6.27% Mortgage Investment Commitments 0 Mortgage Investment Application or Mortgage Investment Processing Fees 0 Funds Available for Future Commitments 1.06% Reserve 3.00% ============== Total 96.37% ============== Date Offering Commenced 09/03/87 Length of Offering 24 months Months to Commit 90% of Amount Available for Investment(Measured from Beginning of Offering) 25 months TABLE II COMPENSATION TO GENERAL PARTNERS AND AFFILIATES (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS) RMI VII ---------------------- Date Offering Commenced 10/20/89 Dollar Amount Raised $11,998,359 Amount Paid to General Partners and Affiliates from: Offering Proceeds 0 Selling Commissions 0 Loan Application or Loan Processing Fees 0 Reimbursement of Expenses, at Cost 86,082 Acquisition Fees 0 Advisory Fees 0 Other 0 Loan Points, Processing and Other Fees Paid by the Borrowers to Affiliates: Points (1) $1,837,032 Processing Fees (1) 51,881 Other (1) 7,683 Dollar Amount of Cash Generated from Operations Before Deducting from Payments to General Partners and Affiliates: 12,015,999 Amount Paid to General Partners and Affiliates from Operations: Partnership Management Fees 69,387 Earnings Distribution 70,295 Mortgage Servicing Fee 511,493 Late Charges 0 Reimbursement of Expenses, at Cost 219,603 Prepayment Fee 0 (1) These sums were paid by borrowers of Partnership funds, and were not expenses of the Partnership. TABLE II COMPENSATION TO GENERAL PARTNERS AND AFFILIATES (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) RMI VI ------------------------- Date Offering Commenced 9/03/87 Dollar Amount Raised $ 9,772,594 Amount Paid to General Partners and Affiliates from: Offering Proceeds 0 Selling Commissions 0 Loan Application or Loan Processing Fees 0 Reimbursement of Expenses, at Cost 103,708 Acquisition Fees 0 Advisory Fees 0 Other 0 Loan Points, Processing and Other Fees Paid by the Borrowers to Affiliates: Points (1) $1,506,779 Processing Fees (1) 60,622 Other (1) 8,256 Dollar Amount of Cash Generated from Operations Before Deducting Payments to General Partners and Affiliates: 14,155,253 Amount Paid to General Partners and Affiliates from Operations: Partnership Management Fees 80,936 Earnings Fee 83,374 Mortgage Servicing Fee 670,082 Reimbursement of Expenses, at Cost 270,006 (1) These sums were paid by borrowers of Partnership funds, and were not expenses of the Partnerships. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1989 1990 1991 ------------- -------------- ------------- 5 days in December 1989 Gross Revenues $1,682 $238,949 $759,828 Less: General Partners' Mgmt Fee 0 4,795 7,506 Mortgage Servicing Fee 0 14,172 42,177 Administrative Expenses 191 5,304 36,595 Provision for Uncollected Accts 0 3,000 19,398 Amortization of Organization and Syndication Costs 3 773 894 Offering Period Interest Expense to Limited Partners 1,241 14,616 23,114 Interest Expense 0 0 0 ------------- -------------- ------------- Net Income (GAAP Basis) dist. to Limited Partners $247 $196,289 $630,144 ------------- -------------- ------------- Sources of Funds - Net Income $247 $196,289 $630,144 Reduction in Assets 0 0 0 Increase in Liabilities 28,696 0 13,531 Early Withdrawal Penalties Applied to Synd. Costs 0 0 370 Increase in Applicant's Deposit 163,632 27,290 134,278 Increase in Partners' Capital 135,743 2,866,189 4,957,724 ------------- -------------- ------------- Cash generated from Operations $328,318 $3,089,768 $5,736,047 Use of Funds-Increase in Assets 287,117 2,720,557 5,549,077 Reduction in Liabilities 0 27,876 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 188 5,094 9,379 Investment Income Pd to LP's 52 58,001 228,039 Return of Capital to LP's 0 0 10,893 ------------- -------------- ------------- Net Increase (Decrease) in Cash $40,961 $278,240 $(61,341) Cash at the beginning of the year 0 40,961 319,201 Cash at the end of the year 40,961 319,201 257,860 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $1.46 $108.02 $102.02 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $1.46 $102.99 $97.51 Cash Distribution to Investors for $1,000 Invested Income (1) $0.38 $35.41(1) $39.22(1) Capital (1) 0 0 $1.87 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $9.10 $119.03 $109.67 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $8.33 $113.40 $104.83 NOTES: (1) Based upon year's average capital balances. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1992 1993 1994 -------------- ------------- ------------- Gross Revenues $1,468,593 $1,711,092 $1,489,882 Less: General Partners' Mgmt Fee 14,202 16,735 10,008 Mortgage Servicing Fee 53,628 58,802 0 Administrative Expenses 95,526 152,782 78,822 Provision for Uncollected Accts 125,618 235,423 335,955 Amortization of Organization and Syndication Costs 2,016 2,016 2,016 Offering Period Interest Expense to Limited Partners 13,361 0 0 Interest Expense 68,226 119,351 135,790 -------------- ------------- ------------- Net Income (GAAP Basis) dist. to Limited Partners $1,096,016 $1,125,983 $927,291 -------------- ------------- ------------- Sources of Funds - Net Income $1,096,016 $1,125,983 $927,291 Reduction in Assets 0 883,182 0 Increase in Liabilities 1,999,649 0 956,846 Early Withdrawal Penalties Applied to Synd. Costs 1,173 7,195 10,635 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 4,091,481 0 0 -------------- ------------- ------------- Cash generated from Operations $7,188,319 $2,016,360 $1,894,772 Use of Funds-Increase in Assets 6,239,730 -0- 1,316,184 Reduction in Liabilities 0 1,032,580 0 Decrease in Applicant's Deposit 310,539 0 0 Offering Period Interest Expense to Limited Partners 5,202 0 0 Investment Income Pd to LP's 360,641 339,746 263,206 Return of Capital to LP's 456,787 230,004 340,011 -------------- ------------- ------------- Net Increase (Decrease) in Cash $ (184,580) $ 414,030 $(24,629) Cash at the beginning of the year 257,860 73,280 487,310 Cash at the end of the year 73,280 487,310 462,681 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $93.03 $80.06 $62.85 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $89.27 $77.76 $61.09 Cash Distribution to Investors for $1,000 Invested Income (1) $42.48 $26.43 $19.61 Capital (1) $53.80 $17.89 $25.34 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $100.70 $92.76 $76.88 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $96.64 $89.52 $74.67 NOTES: (1) Based upon year's average capital balances. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1995 1996 1997 -------------- ------------- ------------- Gross Revenues $1,483,881 $1,580,501 $1,623,863 Less: General Partners' Mgmt Fee 0 0 0 Mortgage Servicing Fee 33,394 97,268 83,559 Administrative Expenses 66,371 76,875 80,614 Provision for Uncollected Accts 306,779 419,437 434,495 Amortization of Organization and Syndication Costs 2,016 368 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 163,361 127,454 198,316 -------------- ------------- ------------- Net Income (GAAP Basis) dist. to Limited Partners $911,960 $859,099 $826,879 ------------- ------------- -------------- Sources of Funds - Net Income $911,960 $859,099 826,879 Reduction in Assets 0 1,110,429 0 Increase in Liabilities 63,206 0 1,081,907 Early Withdrawal Penalties Applied to Synd. Costs 3,344 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital -collection on Formation Loan 0 0 87,888 ------------- ------------- -------------- Cash generated from Operations $978,510 $1,969,528 $1,996,674 Use of Funds-Increase in Assets 471,434 0 610,362 Reduction in Liabilities 0 670,402 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 270,760 336,341 407,648 Return of Capital to LP's 184,157 722,536 1,212,916 -------------- ------------- ------------- Net Increase (Decrease) in Cash $52,159 $240,249 $(234,252) Cash at the beginning of the year 462,681 514,840 755,089 Cash at the end of the year 514,840 755,089 520,837 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $60.01 $60.22 $61.02 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $58.43 $58.62 $59.38 Cash Distribution to Investors for $1,000 Invested Income (1) $19.69 $23.66 $30.01 Capital (1) $13.39 $50.83 $89.28 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $65.75 $63.24 $75.49 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $64.01 $61.86 $73.81 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1998 -------------- Gross Revenues $1,657,728 Less: General Partners' Mgmt Fee 16,141 Mortgage Servicing Fee 128,493 Administrative Expenses 72,602 Provision for Uncollected Accts 423,054 Amortization of Organization and Syndication Costs 0 Offering Period Interest Expense to Limited Partners 0 Interest Expense 170,867 -------------- Net Income (GAAP Basis) dist. to Limited Partners $846,571 -------------- Sources of Funds - Net Income $846,571 Reduction in Assets 1,227,571 Increase in Liabilities 0 Early Withdrawal Penalties Applied to Synd. Costs 0 Increase in Applicant's Deposit 0 Increase in Partners' Capital -collection on Formation Loan 87,888 -------------- Cash generated from Operations $2,162,030 Use of Funds-Increase in Assets 0 Reduction in Liabilities 356,024 Decrease in Applicant's Deposit 0 Offering Period Interest Expense to Limited Partners 0 Investment Income Pd to LP's 464,824 Return of Capital to LP's 1,400,475 -------------- Net Increase (Decrease) in Cash $(59,293) Cash at the beginning of the year 520,837 Cash at the end of the year 461,544 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $66.95 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $64.98 Cash Distribution to Investors for $1,000 Invested Income (1) $36.09 Capital (1) $108.74 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $95.60 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $93.29 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988(2) 1989 -------------- ------------- -------------- Gross Revenues $35,485 $600,194 $1,284,180 Less: General Partners' Mgmt Fee 833 15,726 0 Mortgage Servicing Fee 2,659 46,393 90,434 Administrative Expenses 494 19,837 53,083 Provision for Uncollected Accts 0 0 50,631 Amortization of Organization and Syndication Costs 102 2,196 2,952 Offering Period Interest Expense to Limited Partners 8,072 44,871 18,976 Interest Expense 0 0 108,883 -------------- ------------- -------------- Net Income (GAAP Basis) dist. to Limited Partners $ 23,325 $ 471,171 $ 959,221 ------------- -------------- -------------- Sources of Funds - Net Income $ 23,325 $ 471,171 $ 959,221 Reduction in Assets 0 0 0 Increase in Liabilities 44,060 0 1,580,600 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 1,114,238 0 0 Increase in Partners' Capital 1,158,336 5,811,540 2,537,274 ------------- -------------- -------------- Cash generated from Operations $2,339,959 $6,282,711 $5,077,095 Use of Funds-Increase in Assets 1,342,112 5,836,269 4,438,494 Reduction in Liabilities 0 37,472 0 Decrease in Applicant's Deposit 0 567,520 546,718 Offering Period Interest Expense to Limited Partners 1,585 16,691 9,802 Investment Income Pd to LP's 7,864 144,038 326,195 Return of Capital to LP's 0 0 8,369 -------------- ------------- -------------- Net Increase (Decrease) in Cash $988,398 $(319,279) $(252,483) Cash at the beginning of the year 0 988,398 669,119 Cash at the end of the year 988,398 669,119 416,636 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $24.33 $101.64 $100.56 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $20.78 $97.18 $96.18 Cash Distribution to Investors for $1,000 Invested Income (1) $18.41(1) $29.19(1) $44.76(1) Capital (1) 0 0 $1.15 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $26.07 $109.34 $107.58 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $22.50 $104.50 $102.92 NOTES: (1) Based upon years average capital balances (2) The offering terminated in September, 1989. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 -------------- ------------- -------------- Gross Revenues $1,527,697 $1,587,354 $1,661,779 Less: General Partners' Mgmt Fee 3,496 14,489 15,287 Mortgage Servicing Fee 105,405 54,390 79,326 Administrative Expenses 113,610 76,692 93,282 Provision for Uncollected Accts 13,687 174,290 266,786 Amortization of Organization and Syndication Costs 3,167 3,167 3,166 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 154,187 142,442 145,395 -------------- ------------- -------------- Net Income (GAAP Basis) dist. to Limited Partners $1,134,145 $1,121,884 $1,058,537 ------------- -------------- -------------- Sources of Funds - Net Income $1,134,145 $1,121,884 $1,058,537 Reduction in Assets 0 0 0 Increase in Liabilities 0 0 1,401,613 Early Withdrawal Penalties Applied to Synd. Costs 3,813 1,345 5,518 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------- -------------- -------------- Cash generated from Operations $1,137,958 $1,123,229 $2,465,668 Use of Funds-Increase in Assets 500,209 380,888 2,073,362 Reduction in Liabilities 232,193 293,099 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 375,864 341,505 323,037 Return of Capital to LP's 100,628 41,254 232,370 -------------- ------------- -------------- Net Increase (Decrease) in Cash $(70,936) $66,483 $(163,101) Cash at the beginning of the year 416,636 345,700 412,183 Cash at the end of the year 345,700 412,183 249,082 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $100.09 $93.40 $82.87 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $95.75 $89.62 $79.88 Cash Distribution to Investors for $1,000 Invested Income (1) $36.01 $30.74 $27.26 Capital (1) $9.64 $3.71 $19.61 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $108.29 $99.00 $91.00 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $103.60 $95.00 $87.71 NOTES: (1) Based upon years initial capital balances (2) The offering terminated in September, 1989. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 -------------- ------------- -------------- Gross Revenues $1,713,378 $1,391,088 $1,277,782 Less: General Partners' Mgmt Fee 15,523 8,942 0 Mortgage Servicing Fee 94,306 0 42,056 Administrative Expenses 123,473 59,346 59,656 Provision for Uncollected Accts 420,583 472,967 344,807 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 161,705 185,131 212,915 -------------- ------------- -------------- Net Income (GAAP Basis) dist. to Limited Partners $897,788 $664,702 $618,348 ------------- -------------- -------------- Sources of Funds - Net Income $897,788 $664,702 $618,348 Reduction in Assets 676,847 18,749 749,375 Increase in Liabilities 0 374,511 0 Early Withdrawal Penalties Applied to Synd. Costs 3,700 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------- -------------- -------------- Cash generated from Operations $1,578,335 $1,057,962 $1,367,723 Use of Funds-Increase in Assets 0 0 0 Reduction in Liabilities 498,663 0 335,500 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 377,712 303,014 303,098 Return of Capital to LP's 528,737 729,449 892,953 -------------- ------------- -------------- Net Increase (Decrease) in Cash $173,223 $25,499 $(163,828) Cash at the beginning of the year 249,082 422,305 447,804 Cash at the end of the year 422,305 447,804 283,976 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $72.01 $54.95 $53.03 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $69.74 $53.62 $51.79 Cash Distribution to Investors for $1,000 Invested Income (1) $30.57 $24.53 $25.29 Capital (1) $42.79 $59.06 $74.51 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $92.72 $49.87 $59.39 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $89.90 $48.66 $58.00 NOTES: (1) Based upon years average capital balances (2) The offering terminated in September, 1989. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 1998 ------------- ------------ -------------- Revenues $1,167,859 $1,036,596 $871,861 Less: General Partners' Mgmt Fee 0 0 6,640 Mortgage Servicing Fee 44,565 39,918 70,630 Administrative Expenses 64,273 65,813 58,862 Provision for Uncollected Accts 312,684 268,101 180,054 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 158,175 133,577 43,170 -------------- ------------ -------------- Net Income (GAAP Basis) dist. to Limited Partners $588,162 $529,187 $512,505 -------------- ------------ -------------- Sources of Funds - Net Income $588,162 $529,187 $512,505 Reduction in Assets 1,278,214 1,763,235 1,159,329 Increase in Liabilities 0 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital - Collection of 0 62,328 59,521 Formation Loan -------------- ------------ -------------- Cash generated from Operations $1,866,376 $2,354,750 $1,731,355 Use of Funds-Increase in Assets 0 0 0 Reduction in Liabilities 491,978 649,124 466,778 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 294,678 257,670 235,837 Return of Capital to LP's 1,183,099 1,297,410 1,060,108 -------------- ------------ -------------- Net Increase (Decrease) in Cash $(103,379) $150,546 $(31,368) Cash at the beginning of the year 283,976 180,597 331,143 Cash at the end of the year 80,597 331,143 299,775 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $53.50 $52.88 $56.32 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $52.23 $51.64 $54.91 Cash Distribution to Investors for $1,000 Invested Income (1) $25.83 $24.79 $25.01 Capital (1) $103.72 $124.81 $112.40 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $50.71 $30.48 $75.41 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $49.72 $29.89 $73.53 NOTES: (1) Based upon years initial capital balances (2) The offering terminated in September, 1989. TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1986 1987 1988 -------------- ------------- -------------- (1 month only) Gross Revenues $20,794 $460,522 $627,223 Less: General Partners' Mgmt Fee 342 7,922 5,260 Mortgage Servicing Fee 1,052 40,010 50,274 Administrative Expenses 753 16,702 44,802 Provision for Uncollected Accts 1,740 0 22,119 Amortization of Organization and Syndication Costs 271 502 606 Offering Period Interest Expense to Limited Partners 7,114 23,135 0 Interest Expense 0 0 0 -------------- ------------- -------------- Net Income (GAAP Basis) dist. to Limited Partners $9,522 $372,251 $504,162 ------------- ------------ -------------- Sources of Funds - Net Income $9,522 $372,251 $504,162 Reduction in Assets 0 0 0 Increase in Liabilities 7,815 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 515,356 0 0 Increase in Partners' Capital 1,369,469 3,540,065 0 ------------- -------------- -------------- Cash generated from Operations $1,902,162 $3,912,316 $504,162 Use of Funds-Increase in Assets 1,743,843 2,842,678 566,387 Reduction in Liabilities 0 5,169 834 Decrease in Applicant's Deposit 0 515,356 0 Offering Period Interest Expense to Limited Partners 1,790 9,119 0 Investment Income Pd to LP's 2,962 137,682 178,902 Return of Capital to LP's 0 0 0 -------------- ------------- -------------- Net Increase (Decrease) in Cash $153,567 $402,312 $(241,961) Cash at the beginning of the year 0 153,567 555,879 Cash at the end of the year 153,567 555,879 313,918 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $110 $101 $95 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $106 $96 $91 Cash Distribution to Investors for $1,000 Invested Income (1) $26 $39 $35 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $114 $103 $97 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $109 $99 $93 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1989 1990 1991 -------------- ------------- -------------- Gross Revenues $755,856 $775,058 $745,102 Less: General Partners' Mgmt Fee 9,395 7,323 7,487 Mortgage Servicing Fee 47,501 57,395 29,117 Administrative Expenses 46,129 46,319 67,569 Provision for Uncollected Accts 63,984 51,770 61,411 Amortization of Organization and Syndication Costs 631 631 631 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 61,600 67,569 24,462 -------------- ------------- -------------- Net Income (GAAP Basis) dist. to Limited Partners $526,616 $544,051 $554,425 -------------- ------------ -------------- Sources of Funds - Net Income $526,616 $544,051 $554,425 Reduction in Assets 0 591,879 36,728 Increase in Liabilities 808,466 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 8,003 4,658 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 --------------- ------------- -------------- Cash generated from Operations $1,335,082 $1,143,933 $ 595,811 Use of Funds-Increase in Assets 1,272,177 0 0 Reduction in Liabilities 0 586,933 17,593 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 178,180 191,970 172,259 Return of Capital to LP's 78,120 283,253 170,711 -------------- ------------- -------------- Net Increase (Decrease) in Cash $(193,395) $81,777 $235,248 Cash at the beginning of the year 313,918 120,523 202,300 Cash at the end of the year 120,523 202,300 437,548 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $93 $94 $94 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $89 $91 $90 Cash Distribution to Investors for $1,000 Invested Income (1) $33 $34 $30 Capital (1) $14 $49 $29 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $107 $106 $99 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $102 $101 $95 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1992 1993 1994 -------------- ------------- -------------- Gross Revenues $840,592 $826,774 $557,036 Less: General Partners' Mgmt Fee 14,746 12,084 2,333 Mortgage Servicing Fee 42,526 42,609 0 Administrative Expenses 59,495 80,006 39,594 Provision for Uncollected Accts 114,162 141,059 140,499 Amortization of Organization and Syndication Costs 631 631 629 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 68,662 79,848 79,951 -------------- ------------- -------------- Net Income (GAAP Basis) dist. to Limited Partners $540,370 $470,537 $294,030 -------------- ------------- -------------- Sources of Funds - Net Income $540,370 $470,537 $294,030 Reduction in Assets 0 554,553 418,962 Increase in Liabilities 945,442 0 9,731 Early Withdrawal Penalties Applied to Synd. Costs 1,833 1,617 634 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- -------------- Cash generated from Operations $1,487,645 $1,026,707 $723,357 Use of Funds-Increase in Assets 1,389,730 0 0 Reduction in Liabilities 0 62,234 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 179,048 233,928 139,550 Return of Capital to LP's $280,929 $546,248 $640,685 -------------- ------------- -------------- Net Increase (Decrease) in Cash $(362,062) $184,297 $(56,878) Cash at the beginning of the year 437,548 75,486 259,783 Cash at the end of the year 75,486 259,783 202,905 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $89 $77 $50 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $85 $75 $49 Cash Distribution to Investors for $1,000 Invested Income (1) $30 $38 $24 Capital (1) $47 $89 $110 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $97 $93 $10 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $93 $90 $10 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1995 1996 1997 -------------- ------------- --------------- Gross Revenues $567,540 $419,823 $320,600 Less: General Partners' Mgmt Fee 0 0 0 Mortgage Servicing Fee 0 0 0 Administrative Expenses 30,593 31,312 30,085 Provision for Uncollected Accts 182,162 91,880 56,504 Amortization of Organization and Syndication Costs 627 741 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 95,941 77,789 53,466 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $258,217 $218,101 $180,545 -------------- ------------- ---------------- Sources of Funds - Net Income $258,217 $218,101 $180,545 Reduction in Assets 464,011 1,003,642 1,278,194 Increase in Liabilities 0 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 27,954 ------------- ------------- -------------- Cash generated from Operations $722,228 $1,221,743 $1,486,693 Use of Funds-Increase in Assets 0 0 0 Reduction in Liabilities 69,000 337,607 627,326 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 124,329 101,335 82,504 Return of Capital to LP's 689,307 701,283 792,784 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(160,408) $81,518 $(15,921) Cash at the beginning of the year 202,905 42,497 124,015 Cash at the end of the year 42,497 124,015 108,094 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $50 $48 $46 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $49 $47 $45 Cash Distribution to Investors for $1,000 Invested Income (1) $23 $21 $20 Capital (1) $130 $147 $191 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $51 $48 $58 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $50 $47 $57 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1998 -------------- Gross Revenues $494,109 Less: General Partners' Mgmt Fee 0 Mortgage Servicing Fee 0 Administrative Expenses 25,844 Provision for Uncollected Accts 303,397 Amortization of Organization and Syndication Costs 0 Offering Period Interest Expense to Limited Partners 0 Interest Expense 7,454 -------------- Net Income (GAAP Basis) dist. to Limited Partners $157,414 -------------- Sources of Funds - Net Income 157,414 Reduction in Assets 337,030 Increase in Liabilities 0 Early Withdrawal Penalties Applied to Synd. Costs 0 Increase in Applicant's Deposit 0 Increase in Partners' Capital 0 -------------- Cash generated from Operations $494,444 Use of Funds-Increase in Assets 0 Reduction in Liabilities 11,807 Decrease in Applicant's Deposit 0 Offering Period Interest Expense to Limited Partners 0 Investment Income Pd to LP's 77,341 Return of Capital to LP's 376,931 -------------- Net Increase (Decrease) in Cash $28,365 Cash at the beginning of the year 108,094 Cash at the end of the year 136,459 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $47 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $46 Cash Distribution to Investors for $1,000 Invested Income (1) $22 Capital (1) $108 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $92 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $90 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1985 1986 1987 -------------- ------------- --------------- Gross Revenues $236,437 $870,719 $1,104,423 Less: General Partners' Mgmt Fee 5,253 21,185 30,732 Mortgage Servicing Fee 11,375 44,077 93,423 Administrative Expenses 3,384 49,905 66,321 Provision for Uncollected Accts 7,441 22,830 (5,457) Amortization of Organization and Syndication Costs 3,510 13,429 3,953 Offering Period Interest Expense to Limited Partners 22,680 43,310 0 Interest Expense 0 35,242 94,461 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $ 182,794 $ 640,741 $ 820,990 ------------- ------------- --------------- Sources of Funds - Net Income $ 182,794 $ 640,741 $ 820,990 Reduction in Assets 0 0 559,202 Increase in Liabilities 7,669 1,012,556 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 605,351 0 0 Increase in Partners' Capital 3,323,145 4,238,412 0 ------------- -------------- -------------- Cash generated from Operations $4,118,959 $5,891,709 $1,380,192 Use of Funds-Increase in Assets 3,327,257 5,131,576 0 Reduction in Liabilities 0 0 277,205 Decrease in Applicant's Deposit 0 605,351 0 Offering Period Interest Expense to Limited Partners 20,118 45,713 0 Investment Income Pd to LP's 73,959 279,521 322,880 Return of Capital to LP's 0 0 0 -------------- ------------- --------------- Net Increase (Decrease) in Cash $697,625 $(170,452) $780,107 Cash at the beginning of the year 0 697,625 527,173 Cash at the end of the year 697,625 527,173 1,307,280 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $137 $120 $101 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $126 $114 $97 Cash Distribution to Investors for $1,000 Invested Income (1) $28 $88 $41 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $138 $122 $104 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $128 $116 $100 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1988 1989 1990 -------------- ------------- --------------- Gross Revenues $1,129,031 $1,211,845 $1,277,106 Less: General Partners' Mgmt Fee 29,706 34,382 23,258 Mortgage Servicing Fee 88,759 75,527 86,746 Administrative Expenses 63,560 60,693 73,780 Provision for Uncollected Accts 53,594 76,840 31,384 Amortization of Organization and Syndication Costs 405 1,974 1,975 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 85,230 121,043 160,574 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $807,777 $841,386 $899,389 -------------- ------------- --------------- Sources of Funds - Net Income $807,777 841,386 $899,389 Reduction in Assets 0 0 0 Increase in Liabilities 0 506,746 567,797 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------- ------------- -------------- Cash generated from Operations $807,777 $1,348,132 $1,467,186 Use of Funds-Increase in Assets 1,346,774 1,282,363 826,609 Reduction in Liabilities 136,669 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 290,113 259,531 293,775 Return of Capital to LP's 0 353 94,721 -------------- ------------- --------------- Net Increase (Decrease) in Cash $ (965,779) $(194,115) $252,081 Cash at the beginning of the year 1,307,280 341,501 147,386 Cash at the end of the year 341,501 147,386 399,467 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $92 $93 $94 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $91 $89 $90 Cash Distribution to Investors for $1,000 Invested Income (1) $35 $29 $31 Capital (1) 0 0 $10 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $94 $101 $94 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $90 $97 $90 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1991 1992 1993 -------------- ------------- --------------- Gross Revenues $1,261,526 $1,329,074 $1,186,369 Less: General Partners' Mgmt Fee 12,644 6,306 12,315 Mortgage Servicing Fee 0 44,638 71,037 Administrative Expenses 90,490 70,546 62,545 Provision for Uncollected Accts 165,786 295,550 367,250 Amortization of Organization and Syndication Costs 1,975 1,975 1,975 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 118,355 122,990 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $872,276 $787,069 $671,247 -------------- ------------- --------------- Sources of Funds - Net Income $872,276 $787,069 $671,247 Reduction in Assets 0 1,548,510 607,766 Increase in Liabilities 3,732 0 0 Early Withdrawal Penalties Applied to Synd. Costs 2,329 958 118 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------- ------------- -------------- Cash generated from Operations $878,337 $2,336,537 $1,279,131 Use of Funds-Increase in Assets 103,300 0 0 Reduction in Liabilities 0 1,670,953 9,828 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 327,082 331,750 292,590 Return of Capital to LP's 454,911 613,524 742,194 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(6,956) $(279,690) $234,519 Cash at the beginning of the year 399,467 392,511 112,822 Cash at the end of the year 392,511 112,821 347,341 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $87 $79 $68 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $84 $76 $66 Cash Distribution to Investors for $1,000 Invested Income (1) $33 $33 $30 Capital (1) $45 $61 $75 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $87 $90 $82 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $83 $87 $79 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1994 1995 1996 -------------- ------------- --------------- Gross Revenues $994,076 $1,016,152 $954,899 Less: General Partners' Mgmt Fee 11,687 10,959 10,309 Mortgage Servicing Fee 88,072 73,032 46,809 Administrative Expenses 56,734 54,789 57,868 Provision for Uncollected Accts 243,856 189,026 218,317 Amortization of Organization and Syndication Costs 1,975 1,241 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 9,585 139,708 123,308 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $582,167 $547,397 $498,288 -------------- ------------- --------------- Sources of Funds - Net Income $582,167 $547,397 $498,288 Reduction in Assets 0 0 1,016,682 Increase in Liabilities 1,111,875 396,156 0 Early Withdrawal Penalties Applied to Synd. Costs 1,400 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- -------------- Cash generated from Operations $1,695,442 $943,553 $1,514,970 Use of Funds-Increase in Assets 520,319 74,528 0 Reduction in Liabilities 0 0 309,097 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 261,074 233,353 212,280 Return of Capital to LP's 907,454 864,922 728,553 -------------- ------------- --------------- Net Increase (Decrease) in Cash $6,595 $(229,250) $265,040 Cash at the beginning of the year 347,341 353,936 124,686 Cash at the end of the year 353,936 124,686 389,726 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $62 $63 $61 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $60 $61 $60 Cash Distribution to Investors for $1,000 Invested Income (1) $27 $26 $25 Capital (1) $95 $97 $87 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $44 $67 $62 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $43 $66 $60 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1997 1998 ----------------- ------------- Gross Revenues $947,233 $913,462 Less: General Partners' Mgmt Fee 9,803 9,303 Mortgage Servicing Fee 53,475 69,550 Administrative Expenses 47,083 42,769 Provision for Uncollected Accts 237,122 200,712 Amortization of Organization and Syndication Costs 0 0 Offering Period Interest Expense to Limited Partners 0 0 Interest Expense 127,795 114,274 ----------------- ------------- Net Income (GAAP Basis) dist. to Limited Partners $471,955 $476,854 ----------------- ------------- Sources of Funds - Net Income $471,955 $476,854 Reduction in Assets 0 378,202 Increase in Liabilities 297,222 15,717 Early Withdrawal Penalties Applied to Synd. Costs 0 0 Increase in Applicant's Deposit 0 0 Increase in Partners' Capital 0 0 ------------- ------------- Cash generated from Operations $769,177 $870,773 Use of Funds-Increase in Assets 48,154 0 Reduction in Liabilities 0 0 Decrease in Applicant's Deposit 0 0 Offering Period Interest Expense to Limited Partners 0 0 Investment Income Pd to LP's 208,313 221,641 Return of Capital to LP's 647,257 667,647 ------------- ------------- Net Increase (Decrease) in Cash $(134,547) $(18,515) Cash at the beginning of the year 389,726 255,179 Cash at the end of the year 255,179 236,664 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $61 $65 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $60 $63 Cash Distribution to Investors for $1,000 Invested Income (1) $26 $29 Capital (1) $81 $88 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $85 $79 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $83 $76 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 -------------- ------------- --------------- Gross Revenues $121,765 $215,150 $200,934 Less: General Partners' Mgmt Fee 5,878 11,488 12,240 Mortgage Servicing Fee 5,384 9,421 12,118 Administrative Expenses 4,001 7,368 16,210 Provision for Uncollected Accts 1,228 10,420 7,612 Amortization of Organization and Syndication Costs 789 1,051 1,051 Offering Period Interest Expense to Limited Partners 4,501 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $99,984 $175,402 $151,703 -------------- ------------- --------------- Sources of Funds - Net Income $99,984 $175,402 $151,703 Decrease in Assets 0 0 73,219 Increase in Liabilities 15,080 0 914 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 1,429,624 0 0 -------------- ------------- --------------- Cash generated from Operations $1,544,688 $175,402 $225,836 Use of Funds-Increase in Assets 1,476,990 47,801 0 Decrease in Liabilities 0 14,848 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 40,333 77,652 58,391 Return of Capital to LP's 0 0 0 -------------- ------------- --------------- Net Increase (Decrease) in Cash $27,365 $35,101 $167,445 Cash at the beginning of the year 0 27,365 62,466 Cash at the end of the year 27,365 62,466 229,911 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $123 $119 $97 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $121 $114 $93 Cash Distribution to Investors for $1,000 Invested Income (1) $27 $52 $37 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $124 $120 $96 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $121 $113 $92 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 -------------- ------------- --------------- Gross Revenues $165,951 $190,856 $211,062 Less: General Partners' Mgmt Fee 1,050 0 3,408 Mortgage Servicing Fee 3,989 8,678 11,179 Administrative Expenses 14,664 16,186 16,281 Provision for Uncollected Accts 13,886 22,486 30,612 Amortization of Organization and Syndication Costs 462 578 990 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $131,900 $142,928 $148,592 -------------- ------------- --------------- Sources of Funds - Net Income $131,900 $142,928 $148,592 Decrease in Assets 48,139 0 0 Increase in Liabilities 2,656 1,580 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $182,695 $144,508 $148,592 Use of Funds-Increase in Assets 0 290,071 5,767 Decrease in Liabilities 0 0 4,532 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 53,836 61,267 94,559 Return of Capital to LP's 0 0 116,362 -------------- ------------- --------------- Net Increase (Decrease) in Cash $128,859 $(206,830) $ (72,628) Cash at the beginning of the year 229,911 358,770 151,940 Cash at the end of the year 358,770 151,940 79,312 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $78 $81 $83 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $76 $78 $80 Cash Distribution to Investors for $1,000 Invested Income (1) $32 $35 $51 Capital (1) 0 0 $63 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $79 $82 $83 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $76 $79 $80 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 -------------- ------------- --------------- Gross Revenues $196,540 $169,921 $177,555 Less: General Partners' Mgmt Fee 12,833 11,454 7,915 Mortgage Servicing Fee 9,561 8,008 9,842 Administrative Expenses 12,596 12,399 22,371 Provision for Uncollected Accts 5,828 4,040 9,977 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 $57 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $155,722 $134,020 $127,393 -------------- ------------- --------------- Sources of Funds - Net Income $155,722 $134,020 $127,393 Decrease in Assets 124,828 229,739 0 Increase in Liabilities 0 735 764 Increase in Applicant's Deposit 0 0 80,000 Increase in Partners' Capital 0 0 345,151 --------------- ------------- -------------- Cash generated from Operations $280,550 $364,494 $553,308 Use of Funds-Increase in Assets 0 0 206,184 Decrease in Liabilities 1,279 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 123,195 96,512 84,590 Return of Capital to LP's 219,305 238,846 230,697 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(63,229) $29,136 $31,837 Cash at the beginning of the year 79,312 16,083 45,219 Cash at the end of the year 16,083 45,219 77,056 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $94 $90 $88 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $90 $87 $85 Cash Distribution to Investors for $1,000 Invested Income (1) $69 $61 $61 Capital (1) $123 $150 $166 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $98 $111 $97 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $107 $93 $94 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 -------------- ------------- --------------- Gross Revenues $236,762 $165,126 $166,111 Less: General Partners' Mgmt Fee 2,993 6,065 6,399 Mortgage Servicing Fee 11,917 12,068 11,267 Administrative Expenses 23,634 15,883 16,954 Provision for Uncollected Accts 66,633 683 43 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners $242 $396 $54 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $131,343 $130,031 $131,394 -------------- ------------- --------------- Sources of Funds - Net Income $131,343 $130,031 $131,394 Decrease in Assets 128,311 0 0 Increase in Liabilities 0 3,818 324 Increase in Applicant's Deposit 10,000 0 0 Increase in Partners' Capital 110,242 290,396 25,054 -------------- ------------- --------------- Cash generated from Operations $379,896 $424,245 $156,772 Use of Funds-Increase in Assets 0 192,646 67,506 Decrease in Liabilities 1,099 0 0 Decrease in Applicant's Deposit 0 90,000 0 Offering Period Interest Expense to Limited Partners 173 283 54 Investment Income Pd to LP's 85,197 77,734 81,250 Return of Capital to LP's 236,366 129,391 65,478 -------------- ------------- --------------- Net Increase (Decrease) in Cash $57,061 $(65,809) $(57,516) Cash at the beginning of the year 77,056 134,117 68,308 Cash at the end of the year 134,117 68,308 10,792 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $82 $80 $77 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $79 $77 $74 Cash Distribution to Investors for $1,000 Invested Income (1) $55 $53 $48 Capital (1) $153 $88 $39 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $116 $81 $71 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $112 $79 $69 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 1998 -------------- ------------- --------------- Gross Revenues $166,395 $168,046 $183,854 Less: General Partners' Mgmt Fee 2,191 2,229 2,222 Mortgage Servicing Fee 14,696 7,791 13,433 Administrative Expenses 14,270 13,950 14,983 Provision for Uncollected Accts 8,279 20,790 29,519 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $126,959 $123,286 $123,697 -------------- ------------- ---------------- Sources of Funds - Net Income $126,959 $123,286 $123,697 Decrease in Assets 134,161 56,244 0 Increase in Liabilities 2,458 0 5,310 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 70,000 4,812 4,812 -------------- ------------- --------------- Cash generated from Operations $333,578 $184,342 $133,819 Use of Funds-Increase in Assets 0 0 165,523 Decrease in Liabilities 0 6,724 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 79,413 79,219 78,559 Return of Capital to LP's 30,874 46,854 48,389 -------------- ------------- --------------- Net Increase (Decrease) in Cash $223,291 $51,545 $(158,652) Cash at the beginning of the year 10,792 234,083 285,628 Cash at the end of the year 234,083 285,628 126,976 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $72 $70 $71 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $70 $68 $69 Cash Distribution to Investors for $1,000 Invested Income (1) $47 $45 $45 Capital (1) $18 $27 $28 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $57 $80 $65 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $56 $78 $65 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 -------------- ------------- --------------- Gross Revenues $207,656 $218,404 $210,308 Less: General Partners' Mgmt Fee 13,621 14,712 15,480 Mortgage Servicing Fee 9,591 11,334 13,950 Administrative Expenses 6,089 7,500 13,922 Provision for Uncollected Accts 8,282 12,056 4,132 Amortization of Organization and Syndication Costs 755 831 584 Offering Period Interest Expense to Limited Partners 211 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $169,107 $171,971 $162,240 -------------- ------------- --------------- Sources of Funds - Net Income $169,107 $171,971 $162,240 Decrease in Assets 0 0 0 Increase in Liabilities 0 217 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 116,982 10,320 0 -------------- ------------- --------------- Cash generated from Operations $286,089 $182,508 $162,240 Use of Funds-Increase in Assets 221,005 44,365 10,802 Decrease in Liabilities 1,277 0 340 Decrease in Applicant's Deposit 113,968 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 65,285 75,311 50,444 Return of Capital to LP's 0 0 70,043 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(115,446) $62,832 $30,612 Cash at the beginning of the year 177,223 61,777 124,609 Cash at the end of the year 61,777 124,609 155,221 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $130 $122 $109 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $123 $116 $104 Cash Distribution to Investors for $1,000 Invested Income (1) $54 $53 $33 Capital (1) 0 0 $46 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $130 $122 $109 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $123 $116 $104 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 -------------- ------------- --------------- Gross Revenues $208,807 $232,361 $190,156 Less: General Partners' Mgmt Fee 16,238 16,619 14,306 Mortgage Servicing Fee 16,558 17,876 10,740 Administrative Expenses 16,116 16,759 10,208 Provision for Uncollected Accts 0 19,946 4,666 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $159,895 $161,161 $150,236 -------------- ------------- --------------- Sources of Funds - Net Income $159,895 $161,161 $150,236 Decrease in Assets 55,985 0 258,519 Increase in Liabilities 0 6,421 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $215,880 $167,582 $408,755 Use of Funds-Increase in Assets 0 123,504 0 Decrease in Liabilities 8,607 0 7,854 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 45,516 66,746 70,915 Return of Capital to LP's 0 264,015 327,020 -------------- ------------- --------------- Net Increase (Decrease) in Cash $161,757 $(286,683) $2,966 Cash at the beginning of the year 155,221 316,978 30,295 Cash at the end of the year 316,978 30,295 33,261 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $100 $100 $109 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $97 $96 $104 Cash Distribution to Investors for $1,000 Invested Income (1) $29 $40 $47 Capital (1) $0 $156 $215 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $102 $115 $109 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $97 $110 $106 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 -------------- ------------- --------------- Gross Revenues $131,811 $93,683 $92,678 Less: General Partners' Mgmt Fee 11,221 0 0 Mortgage Servicing Fee 5,395 0 2,156 Administrative Expenses 10,146 10,950 12,948 Provision for Uncollected Accts 5,434 57,690 16,886 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $99,615 $25,043 $60,688 -------------- ------------- --------------- Sources of Funds - Net Income $99,615 $25,043 $60,688 Decrease in Assets 58,107 69,363 0 Increase in Liabilities 0 11,604 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $157,722 $106,010 $60,688 Use of Funds-Increase in Assets 0 0 11,908 Decrease in Liabilities 845 0 9,935 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 40,172 27,856 5,765 Return of Capital to LP's 130,796 54,362 66,267 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(14,091) $23,792 $(33,187) Cash at the beginning of the year 33,261 19,170 42,962 Cash at the end of the year 19,170 42,962 9,775 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $83 $20 $53 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $80 $20 $53 Cash Distribution to Investors for $1,000 Invested Income (1) $32 $23 $5 Capital (1) $103 $45 $58 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $88 $15 $67 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $85 $16 $67 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 -------------- ------------- --------------- Gross Revenues $130,958 $102,122 $100,734 Less: General Partners' Mgmt Fee 1,523 3,533 9,858 Mortgage Servicing Fee 8,626 7,131 6,124 Administrative Expenses 10,950 14,130 10,232 Provision for Uncollected Accts 68,644 33,851 27,874 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $41,215 $43,477 $46,646 -------------- ------------- --------------- Sources of Funds - Net Income $41,215 $43,477 $46,646 Decrease in Assets 213,667 0 121,620 Increase in Liabilities 0 535 4,723 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $254,882 $44,012 $172,989 Use of Funds-Increase in Assets 0 99,062 0 Decrease in Liabilities 355 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 16,423 19,630 21,689 Return of Capital to LP's 78,361 87,614 100,673 -------------- ------------- --------------- Net Increase (Decrease) in Cash $159,743 $(162,294) $50,627 Cash at the beginning of the year 9,775 169,518 7,224 Cash at the end of the year 169,518 7,224 57,851 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $37 $41 $48 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $37 $41 $47 Cash Distribution to Investors for $1,000 Invested Income (1) $15 $18 $21 Capital (1) $69 $81 $99 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $100 $(6) $77 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $98 $(6) $75 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 1998 ----------------- ------------- --------------- Gross Revenues $100,382 $88,149 $76,313 Less: General Partners' Mgmt Fee 3,061 2,841 2,606 Mortgage Servicing Fee 18,314 4,577 4,441 Administrative Expenses 10,597 9,811 9,401 Provision for Uncollected Accts 20,670 17,950 6,171 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ----------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $47,740 $52,970 $53,694 ----------------- ------------- --------------- Sources of Funds - Net Income $47,740 $52,970 $53,694 Decrease in Assets 168,233 0 58,220 Increase in Liabilities 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ----------------- ------------- --------------- Cash generated from Operations $215,973 $52,970 $111,914 Use of Funds-Increase in Assets 0 15,540 0 Decrease in Liabilities 6,572 14,830 2,958 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 21,264 23,690 32,004 Return of Capital to LP's 89,158 97,517 107,897 ----------------- ------------- --------------- Net Increase (Decrease) in Cash $98,979 $(98,607) $(30,945) Cash at the beginning of the year 57,851 156,830 58,223 Cash at the end of the year 156,830 58,223 27,278 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $53 $63 $70 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $51 $62 $68 Cash Distribution to Investors for $1,000 Invested Income (1) $23 $27 $40 Capital (1) $95 $111 $134 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $49 $75 $31 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $48 $73 $30 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 -------------- ------------- --------------- Gross Revenues $188,289 $205,116 $206,710 Less: General Partners' Mgmt Fee 1,539 1,434 1,491 Mortgage Servicing Fee 10,735 11,808 13,240 Administrative Expenses 2,734 8,476 15,253 Provision for Uncollected Accts 22,278 51,508 15,498 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $151,003 $131,890 $161,228 -------------- ------------- --------------- Sources of Funds - Net Income $151,003 $131,890 $161,228 Decrease in Assets 0 0 0 Increase in Liabilities 0 591 4,677 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $151,003 $132,481 $165,905 Use of Funds-Increase in Assets 209,076 8,249 42,076 Decrease in Liabilities 952 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 2,205 15,746 14,701 Return of Capital to LP's 53,363 100,073 76,449 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(114,593) $8,413 $32,679 Cash at the beginning of the year 187,939 73,346 81,759 Cash at the end of the year 73,346 81,759 114,438 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $107 $87 $105 Cash Distribution to Investors for $1,000 Invested Income (1) $2 $10 $9 Capital (1) $37 $65 $49 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $107 $87 $105 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 -------------- ------------- --------------- Gross Revenues $207,133 $217,668 $209,477 Less: General Partners' Mgmt Fee 9,278 12,359 12,504 Mortgage Servicing Fee 13,099 14,742 12,654 Administrative Expenses 15,674 15,015 12,971 Provision for Uncollected Accts 16,734 23,499 7,993 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $152,348 $152,053 $163,355 -------------- ------------- --------------- Sources of Funds - Net Income $152,348 $152,053 $163,355 Decrease in Assets 34,814 0 0 Increase in Liabilities 0 4,608 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $187,162 $156,661 $163,355 Use of Funds-Increase in Assets 0 85,795 86,738 Decrease in Liabilities 1,142 0 6,916 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 16,331 25,710 37,745 Return of Capital to LP's 112,317 113,029 119,469 -------------- ------------- --------------- Net Increase (Decrease) in Cash $57,372 $(67,873) $(87,513) Cash at the beginning of the year 114,438 171,810 103,937 Cash at the end of the year 171,810 103,937 16,424 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $96 $95 $101 Cash Distribution to Investors for $1,000 Invested Income (1) $10 $16 $23 Capital (1) $69 $69 $72 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $96 $95 $101 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1998 (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 -------------- ------------- --------------- Gross Revenues $187,920 $152,401 $143,619 Less: General Partners' Mgmt Fee 12,398 11,129 0 Mortgage Servicing Fee 10,551 0 3,562 Administrative Expenses 10,999 12,481 20,051 Provision for Uncollected Accts 5,681 56,012 52,860 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $148,291 $72,779 $67,146 -------------- ------------- --------------- Sources of Funds - Net Income $148,291 $72,779 $67,146 Decrease in Assets 226,219 0 0 Increase in Liabilities 0 11,215 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $374,510 $83,994 $67,146 Use of Funds-Increase in Assets 0 $67,263 $51,385 Decrease in Liabilities 2,500 0 10,129 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 51,260 25,014 7,600 Return of Capital to LP's 149,425 93,506 66,017 -------------- ------------- --------------- Net Increase (Decrease) in Cash $171,325 $(101,789) $(67,985) Cash at the beginning of the year 16,424 187,749 85,960 Cash at the end of the year 187,749 85,960 17,975 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $92 $45 $43 Cash Distribution to Investors for $1,000 Invested Income (1) $31 $15 $5 Capital (1) $90 $58 $42 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $98 $40 $77 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 -------------- ------------- --------------- Gross Revenues $214,168 $151,237 $153,757 Less: General Partners' Mgmt Fee 1,942 3,819 5,597 Mortgage Servicing Fee 12,231 9,961 9,579 Administrative Expenses 31,039 23,433 11,724 Provision for Uncollected Accts 96,493 37,822 48,471 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $72,463 $76,202 $78,386 -------------- ------------- --------------- Sources of Funds - Net Income $72,463 $76,202 $78,386 Decrease in Assets 207,128 0 41,320 Increase in Liabilities 9,332 0 16 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $288,923 $76,202 $119,722 Use of Funds-Increase in Assets 0 75,654 0 Decrease in Liabilities 0 9,152 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 18,867 28,658 28,580 Return of Capital to LP's 78,090 69,512 124,513 -------------- ------------- --------------- Net Increase (Decrease) in Cash $191,966 $(106,774) $(33,371) Cash at the beginning of the year 17,975 209,941 103,167 Cash at the end of the year 209,941 103,167 69,796 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $47 $50 $53 Cash Distribution to Investors for $1,000 Invested Income (1) $12 $19 $19 Capital (1) $50 $45 $82 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $9 $(18) $80 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 1998 ----------------- ------------- --------------- Gross Revenues $135,273 $130,974 $120,561 Less: General Partners' Mgmt Fee 10,686 3,431 3,266 Mortgage Servicing Fee 24,133 7,499 7,744 Administrative Expenses 12,170 12,038 11,378 Provision for Uncollected Accts 8,845 20,435 7,456 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ----------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $79,439 $87,571 $90,717 ----------------- ------------- --------------- Sources of Funds - Net Income $79,439 $87,571 $90,717 Decrease in Assets 208,623 0 35,187 Increase in Liabilities 23,127 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ----------------- ------------- --------------- Cash generated from Operations $311,189 $87,571 $125,904 Use of Funds-Increase in Assets 0 140,251 0 Decrease in Liabilities 0 24,992 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 25,439 29,816 25,859 Return of Capital to LP's 101,605 130,035 101,698 ----------------- ------------- --------------- Net Increase (Decrease) in Cash $184,145 $(237,523) $(1,653) Cash at the beginning of the year 69,796 253,941 16,418 Cash at the end of the year 253,941 16,418 14,765 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $56 $65 $71 Cash Distribution to Investors for $1,000 Invested Income (1) $18 $21 $20 Capital (1) $71 $93 $77 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $31 $68 $67 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 -------------- ------------- --------------- Gross Revenues $592,783 $567,307 $515,812 Less: General Partners' Mgmt Fee 28,027 5,366 5,336 Mortgage Servicing Fee 28,169 33,756 42,630 Administrative Expenses 28,900 34,833 58,759 Provision for Uncollected Accts 77,966 155,408 171,844 Amortization of Organization and Syndication Costs 2,123 1,132 1,877 Offering Period Interest Expense to Limited Partners 3,529 2,997 1,849 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $424,069 $333,815 $233,518 -------------- ------------- --------------- Sources of Funds - Net Income $424,069 $333,815 $233,518 Decrease in Assets 274,181 873,340 919,823 Increase in Liabilities 1,323 3,129 6,384 Increase in Applicant's Deposit 42,433 0 0 Increase in Partners' Capital 233,005 228,018 223,959 -------------- ------------- --------------- Cash generated from Operations $975,011 $1,438,302 $1,383,684 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 0 0 0 Decrease in Applicant's Deposit 0 44,725 15,712 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 95,851 123,166 125,074 Return of Capital to LP's 969,496 1,521,375 1,171,920 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(90,336) $(250,964) $70,979 Cash at the beginning of the year 432,118 341,782 90,818 Cash at the end of the year 341,782 90,818 161,797 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $59 $47 $32 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $128 $122 $108 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $13 $18 $23 Capital (1) $130 $224 $216 CMI II (New Portfolio of CMI) Income (1) 0 0 0 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original $59 $47 $32 Portfolio) Ordinary Income from Operations CMI II (New Portfolio of CMI $130 $123 $110 NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 -------------- ------------- --------------- Gross Revenues $454,722 $327,040 $355,951 Less: General Partners' Mgmt Fee 6,884 7,631 8,223 Mortgage Servicing Fee 26,258 25,206 9,007 Administrative Expenses 45,785 40,102 27,002 Provision for Uncollected Accts 140,639 75,443 170,176 Amortization of Organization and Syndication Costs 800 793 0 Offering Period Interest Expense to Limited Partners 255 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $234,101 $177,865 $141,543 -------------- ------------- --------------- Sources of Funds - Net Income $234,101 $177,865 $141,543 Decrease in Assets 977,963 963,036 423,042 Increase in Liabilities 0 4,680 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 70,223 1 0 -------------- ------------- --------------- Cash generated from Operations $1,282,287 $1,145,582 $564,585 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 9,039 0 6,543 Decrease in Applicant's Deposit 56,068 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 50,657 59,413 33,471 Return of Capital to LP's 1,249,210 765,486 604,010 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(82,687) $320,683 $(79,439) Cash at the beginning of the year 161,797 79,110 399,793 Cash at the end of the year 79,110 399,793 320,354 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $37 $28 $18 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $100 $98 $92 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $12 $17 $10 Capital (1) $292 $243 $243 CMI II (New Portfolio of CMI) Income (1) 0 $6 $9 Capital (1) 0 $6 $21 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original $37 $28 $19 Portfolio) Ordinary Income from Operations CMI II (New Portfolio of CMI $102 $101 $96 NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 -------------- ------------- --------------- Gross Revenues $294,299 $310,196 $279,365 Less: General Partners' Mgmt Fee 9,821 18,751 17,149 Mortgage Servicing Fee 12,034 18,904 21,171 Administrative Expenses 22,840 23,084 24,763 Provision for Uncollected Accts 129,980 80,123 32,831 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $119,624 $169,334 $183,451 -------------- ------------- --------------- Sources of Funds - Net Income $119,624 $169,334 $183,451 Decrease in Assets 287,077 298,408 0 Increase in Liabilities 0 14,202 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $406,701 $481,944 $183,451 Use of Funds-Increase in Assets 0 0 74,593 Decrease in Liabilities 1,718 0 2,981 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 28,704 46,573 48,497 Return of Capital to LP's 477,549 356,864 259,493 -------------- ------------- --------------- Net Increase (Decrease) in Cash $(101,270) $78,507 $(202,113) Cash at the beginning of the year 320,354 219,084 297,591 Cash at the end of the year 219,084 297,591 95,478 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $7 $58 $82 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $93 $81 $82 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $3 $18 $18 Capital (1) $249 $204 $142 CMI II (New Portfolio of CMI) Income (1) $20 $18 $22 Capital (1) $20 $63 $81 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original $7 $105 $75 Portfolio) Ordinary Income from Operations CMI II (New Portfolio of CMI $100 $101 $75 NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 -------------- ------------- --------------- Gross Revenues $258,338 $204,608 $210,590 Less: General Partners' Mgmt Fee 16,318 15,274 14,180 Mortgage Servicing Fee 18,665 12,451 18,193 Administrative Expenses 17,943 16,687 14,485 Provision for Uncollected Accts 72,551 74,215 69,692 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 -------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $132,861 $ 85,981 $94 040 -------------- ------------- --------------- Sources of Funds - Net Income $132,861 $85,981 $94,040 Decrease in Assets 220,577 140,444 29,224 Increase in Liabilities 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 -------------- ------------- --------------- Cash generated from Operations $353,438 $226,425 $123,264 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 2,954 2,600 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 37,370 26,841 33,554 Return of Capital to LP's 235,477 188,064 214,560 -------------- ------------- --------------- Net Increase (Decrease) in Cash $77,637 $8,920 $(124,850) Cash at the beginning of the year 95,478 173,115 182,035 Cash at the end of the year 173,115 182,035 57,185 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $61 $42 $50 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $61 $42 $50 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $18 $17 $24 Capital (1) $138 $122 $137 CMI II (New Portfolio of CMI) Income (1) $14 $10 $12 Capital (1) $77 $64 $89 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original $23 $53 $93 Portfolio) Ordinary Income from Operations CMI II (New Portfolio of CMI $23 $53 $93 NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1998) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 1998 ----------------- ------------- --------------- Gross Revenues $193,218 $180,117 $171,863 Less: General Partners' Mgmt Fee 13,117 12,229 11,244 Mortgage Servicing Fee 18,050 14,935 15,048 Administrative Expenses 14,341 14,182 13,269 Provision for Uncollected Accts 49,281 32,877 20,736 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ----------------- ------------- --------------- Net Income (GAAP Basis) dist. to Limited Partners $98,429 $105,894 $111,566 ----------------- ------------- --------------- Sources of Funds - Net Income $98,429 $105,894 $111,566 Decrease in Assets 143,063 204,288 15,743 Increase in Liabilities 3,900 0 11,503 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ----------------- ------------- --------------- Cash generated from Operations $245,392 $310,182 138,812 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 0 3,738 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 28,260 33,904 31,596 Return of Capital to LP's 189,391 206,685 176,327 ----------------- ------------- --------------- Net Increase (Decrease) in Cash $27,741 $65,855 $(69,111) Cash at the beginning of the year 57,185 84,926 150,781 Cash at the end of the year 84,926 150,781 81,670 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $57 $66 $76 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $57 $66 $76 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $21 $20 $19 Capital (1) $149 $169 $120 CMI II (New Portfolio of CMI) Income (1) $12 $21 $21 Capital (1) $74 $93 $111 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original $84 $76 $93 Portfolio) Ordinary Income from Operations CMI II (New $84 $76 $93 Portfolio of CMI) NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VIII FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) ==================== ============= ================ ====================== =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== =================== ----------------- Santa Clara 05/31/95 02/09/96 278,207.20 17,936.60 296,143.80 San Mateo 10/08/93 02/15/96 130,000.00 29,280.87 159,280.87 Santa Clara 12/29/94 03/13/96 250,000.00 17,701.60 267,701.60 San Mateo 02/21/96 05/20/96 58,500.00 1,932.93 60,432.93 San Mateo 11/15/94 05/30/96 213,717.85 18,344.35 232,062.20 San Mateo 09/15/95 06/06/96 3,277,600.49 355,868.81 3,633,469.30 Marin 05/05/94 06/14/96 300,000.00 65,081.60 365,081.60 Alameda 12/05/95 07/24/96 49,753.82 2,853.90 52,607.72 Alameda 11/29/94 08/05/96 60,000.00 10,253.51 70,253.51 Monterey 02/14/95 08/30/96 239,507.90 34,227.09 273,734.99 Marin 05/11/95 11/06/96 50,000.00 8,446.53 58,446.53 San Mateo 03/22/94 11/15/96 100,000.00 25,983.46 125,983.46 Alameda 08/05/94 11/22/96 410,000.00 88,249.87 498,249.87 San Mateo 04/30/96 12/11/96 453,720.67 25,915.39 479,636.06 San Francisco 03/27/96 03/18/97 125,000.00 14,059.97 139,059.97 San Francisco 04/15/93 03/19/97 70,125.00 22,935.84 93,060.84 San Mateo 03/09/95 03/27/97 80,000.00 18,925.90 98,952.90 San Mateo 04/11/96 04/21/97 325,000.00 32,826.90 357,826.90 Sonoma 03/04/94 04/25/97 93,400.00 27,746.86 121,146.86 Tuolomne 03/26/93 05/14/97 100,000.00 43,838.58 143,838.58 Santa Clara 06/30/95 06/06/97 44,000.00 9,251.29 53,251.29 Marin 10/17/95 06/09/97 770,000.00 105,256.69 875,256.69 San Mateo 08/09/96 06/24/97 65,000.00 6,511.02 71,511.02 Stanislaus 08/04/95 09/08/97 50,000.00 10,746.68 60,746.68 San Francisco 09/12/95 10/01/97 250,000.00 57,678.67 307,678.67 San Mateo 08/30/96 10/06/97 445,000.00 44,544.27 489,544.27 San Mateo 12/29/95 04/23/98 225,000.00 63,849.70 288,849.70 Marin 05/09/97 05/20/98 120,000.00 13,410.94 133,410.94 Marin 05/31/96 05/20/98 906,413.85 153,528.25 1,059,941.10 El Dorado 06/24/93 06/19/98 130,000.00 84,489.35 214,489.35 San Francisco 04/15/97 11/02/98 420,000.00 37,426.99 457,426.99 Marin 10/31/97 11/03/98 1,274,321.61 136,974.54 1,411,296.15 San Francisco 09/26/97 11/06/98 323,003.04 32,691.04 355,694.08 Mendocino 06/25/96 11/30/98 125,000.00 36,479.46 161,479.46 - -------------------- ------------- ---------------- ---------------------- ------------------- ----------------- TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VIII FOR THE THREE YEARS ENDING DECEMBER 31, 1998 MULTIPLE 5+ UNITS (county) CONTINUED ==================== ============= ================ ====================== =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== =================== ----------------- San Francisco 07/20/94 01/19/96 175,000.00 12,148.49 187,148.49 Contra Costa 01/06/94 01/19/96 1,073,720.93 147,243.75 1,220,964.68 Alameda 03/17/95 05/31/96 13,000.00 1,721.25 14,721.25 San Francisco 02/05/96 12/27/96 883,750.00 50,570.34 934,320.34 San Francisco 07/17/96 02/26/98 1,014,320.42 147,731.84 1,162,052.26 San Mateo 12/29/95 03/12/98 425,000.00 114,078.49 539,078.49 Alameda 03/13/97 05/01/98 1,800,000.00 220,374.98 2,020,374.98 San Mateo 09/10/97 08/21/98 945,000.00 103,241.26 1,048,241.26 - -------------------- ------------- ---------------- ---------------------- ------------------- ----------------- COMMERCIAL (county) ==================== ============= ================= ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================= ======================= ================== ------------------ San Francisco 03/10/93 02/15/96 114,000.00 39,249.06 153,249.06 Santa Clara 01/26/96 03/21/96 1,125,000.00 18,882.96 1,143,882.96 San Francisco 03/19/93 06/28/96 116,500.00 36,543.05 153,043.05 Santa Clara 12/30/94 06/30/96 95,000.00 15,257.72 110,257.72 San Mateo 07/25/94 09/26/96 700,000.00 184,662.96 884,662.96 Santa Clara 10/31/94 10/01/96 500,000.00 100,224.84 600,224.84 San Luis Obispo 03/14/96 05/23/97 300,000.00 45,007.71 345,007.71 San Mateo 05/26/94 05/30/97 280,000.00 86,457.95 366,457.95 San Francisco 10/28/96 07/17/97 975,000.00 82,881.25 1,057,881.25 San Francisco 01/15/97 07/17/97 745,474.49 32,064.27 777,538.76 San Francisco 04/30/97 07/17/97 50,000.00 1,300.00 51,300.00 San Francisco 04/20/95 09/18/97 400,000.00 55,785.90 455,785.90 San Mateo 08/28/95 10/14/97 750,000.00 210,514.55 960,514.55 Santa Clara 03/27/96 10/24/97 800,000.00 151,285.28 951,285.28 Santa Barbara 05/10/94 10/31/97 425,000.00 167,181.54 592,181.54 San Mateo 06/30/95 12/05/97 130,000.00 45,729.11 175,729.11 Santa Clara 09/29/95 12/18/97 1,050,000.00 278,130.56 1,328,130.56 Alameda 09/13/95 01/23/98 60,000.00 18,775.03 78,775.03 Solano 09/30/97 06/05/98 480,000.00 42,640.01 522,640.01 Alameda 04/25/97 07/24/98 2,100,000.00 304,290.03 2,404,290.03 San Mateo 02/02/96 10/02/98 700,000.00 139,460.58 839,460.58 San Mateo 05/30/97 10/15/98 650,000.00 95,509.70 745,509.70 Santa Cruz 03/31/98 12/21/98 684,000.00 54,758.00 738,758.00 Santa Clara 06/11/98 12/28/98 2,000,000.00 132,000.00 2,132,000.00 - -------------------- ------------- ---------------- ----------------------- ------------------- ----------------- Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $295,052 in such fees to Redwood Mortgage Corp. , the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VII FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) =================== ============== ================= ======================= =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================= ======================= =================== ------------------ Contra Costa 03/17/93 03/29/96 73,231.67 5,525.66 78,757.33 Mendocino 08/06/93 03/31/96 330,000.00 93,954.87 393,954.87 San Mateo 02/21/96 05/20/96 58,500.00 1,932.94 60,432.94 San Mateo 11/15/94 05/30/96 213,717.85 18,705.09 232,422.94 Marin 05/05/94 06/14/96 150,000.00 33,530.02 183,530.02 Santa Clara 10/29/92 07/23/96 209,500.00 83,174.41 292,674.41 Monterey 02/14/95 08/30/96 239,507.90 35,047.91 274,555.81 Sonoma 01/26/93 09/26/96 13,420.13 12,659.66 26,079.79 Sonoma 01/26/93 09/30/96 13,420.13 12,683.14 26,103.27 San Mateo 12/31/89 09/30/96 57,959.24 91,871.30 149,830.54 San Mateo 06/24/92 03/13/97 81,000.00 45,775.04 126,775.04 San Francisco 04/15/93 03/19/97 50,000.00 17,967.50 67,967.50 Alameda 08/16/91 04/11/97 66,000.00 41,506.43 107,506.43 San Mateo 10/10/96 04/14/97 29,944.39 1,234.15 31,178.54 San Francisco 07/15/96 05/09/97 320,000.00 20,144.66 340,144.66 Tuolomne 03/26/93 05/14/97 175,000.00 36,244.52 211,244.52 San Mateo 08/12/91 05/31/97 108,270.70 71,684.54 179,955.24 San Mateo 06/19/92 06/18/97 42,500.00 25,030.01 67,030.01 San Mateo 12/30/90 06/19/97 15,000.00 14,166.94 29,166.94 San Francisco 07/16/91 08/22/97 108,000.00 89,977.37 197,977.37 San Mateo 03/29/90 08/29/97 63,960.00 61,632.29 125,592.29 San Mateo 06/10/92 09/05/97 145,000.00 95,692.30 240,692.30 San Francisco 10/09/96 09/12/97 238,000.00 12,930.41 250,730.41 Marin 05/20/91 09/30/97 63,922.80 100,305.42 164,228.22 San Francisco 04/16/91 10/23/97 343,719.78 90,066.64 433,786.42 San Francisco 11/06/92 11/04/97 6,133.33 1,932.57 8,065.90 Alameda 12/24/91 12/31/97 37,984.50 17,405.28 68,376.95 San Mateo 11/19/90 06/16/98 91,000.00 94,499.63 185,499.63 El Dorado 06/24/93 06/19/98 300,000.00 197,627.33 497,627.33 Alameda 02/23/95 06/23/98 153,320.99 57,892.71 211,213.70 San Mateo 12/29/87 07/31/98 79,000.00 85,460.44 164,460.44 San Mateo 09/04/94 08/14/98 60,000.00 26,344.06 86,344.06 Santa Cruz 09/15/97 10/02/98 107,263.44 11,293.28 118,556.72 San Francisco 09/22/97 11/02/98 210,000.00 37,426.99 247,426.99 San Francisco 09/26/97 11/06/98 323,003.04 32,691.04 355,694.08 San Mateo 07/07/98 11/25/98 200,000.00 8,900.70 208,900.70 - ------------------- -------------- ---------------- ------------------------ ------------------- ------------------ TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VII FOR THE THREE YEARS ENDING DECEMBER 31, 1998 MULTIPLE 5+ UNITS (county) =================== ============== ================ ======================= =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ======================= =================== ----------------- Contra Costa 01/06/94 01/19/96 1,226,744.19 194323.82 1421068.01 San Mateo 07/15/92 02/16/96 175,000.00 75675.23 250675.23 Alameda 03/17/95 05/31/96 28,166.67 3920.62 32087.29 San Francisco 02/05/96 12/27/96 883,750.00 50,570.34 934,320.34 San Francisco 07/17/96 02/26/98 1,014,320.42 147,731.84 1,162,052.26 Alameda 03/13/97 05/01/98 1,400,000.00 263,875.12 1,663,875.12 - ------------------- -------------- ---------------- ----------------------- ------------------- ----------------- COMMERCIAL (county) =================== ============== ================ ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ======================= ================== ------------------ San Mateo 08/28/95 03/19/96 375,000.00 50,593.75 425,593.75 Santa Clara 01/26/96 03/21/96 1,125,000.00 18,882.96 1,143,882.96 San Francisco 03/19/93 06/28/96 129,800.00 46,251.69 176,051.69 Santa Clara 01/22/92 06/30/96 325,000.00 120,178.74 445,178.74 San Francisco 04/30/86 09/12/96 600,320.06 866,468.12 1,466,788.18 San Mateo 07/25/94 09/26/96 650,000.00 197,114.21 847,114.21 Santa Clara 09/28/90 09/30/96 202,577.92 219,868.67 422,446.59 Santa Clara 10/31/94 10/01/96 275,000.00 56,956.67 331,956.67 Alameda 12/13/91 01/31/97 52,760.73 67,026.76 119,787.49 Alameda 12/12/90 03/24/97 50,461.02 68,068.88 118,529.90 Santa Cruz 09/23/94 03/28/97 100,000.00 17,765.69 117,765.69 Alameda 11/05/90 03/31/97 236,177.62 106,668.62 342,846.24 San Francisco 01/15/97 04/01/97 442,500.00 4,022.19 446,522.19 Contra Costa 04/26/91 06/23/97 182,475.81 246,883.76 429,359.57 San Francisco 04/20/95 09/18/97 200,000.00 56,821.69 256,821.69 Contra Costa 03/19/91 09/30/97 227,957.56 -186,615.23 41,342.33 Santa Clara 03/27/96 10/24/97 400,000.00 54,360.37 454,360.37 Santa Barbara 05/10/94 10/31/97 125,000.00 50,276.97 175,276.97 Santa Clara 09/29/95 12/18/97 700,000.00 169,533.33 869,533.33 San Mateo 12/02/92 12/31/97 55,000.00 33,308.16 88,308.16 Solano 11/30/95 01/30/98 60,000.00 10,638.75 70,638.75 Contra Costa 09/29/92 05/04/98 350,000.00 258,375.49 608,375.49 Solano 09/30/97 06/05/98 480,000.00 42,640.01 522,640.01 Alameda 04/25/97 07/24/98 560,000.00 81,144.01 641,144.01 San Mateo 02/02/96 10/02/98 700,000.00 136,866.58 836,866.58 San Mateo 07/15/92 12/08/98 112,500.00 96,240.02 206,213.70 - ------------------- -------------- ---------------- ----------------------- ------------------ ------------------ Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $$128,493 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VI FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) =================== ============== ================ ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ======================= ================== ------------------ San Mateo 10/08/93 02/15/96 57,425.00 13,219.04 70,644.04 Contra Costa 03/17/93 03/29/96 73,231.70 5,525.66 78,757.36 San Mateo 03/03/89 03/31/96 160,000.00 102,333.91 262,333.91 San Mateo 08/12/92 05/15/96 207,211.23 217,482.42 424,693.65 Marin 05/05/94 06/14/96 200,000.00 44,706.69 244,706.69 Santa Clara 10/29/92 07/23/96 209,500.00 83,174.41 292,674.41 Sonoma 01/26/93 09/26/96 25,811.78 24,007.81 49,819.59 Santa Cruz 08/20/91 09/31/96 120,000.00 62,342.34 182,342.34 Sonoma 01/26/93 09/30/96 25,666.55 24,889.91 50,556.46 San Mateo 07/01/88 10/06/96 22,500.00 21,468.10 43,968.10 San Mateo 06/29/89 10/11/96 69,396.16 113,467.71 182,863.87 San Mateo 10/10/96 04/14/97 37,055.61 1,527.25 38,582.86 Alameda 07/01/90 07/02/97 233,367.46 -127,393.18 105,974.28 Sacramento 03/13/92 10/31/97 55,307.12 -47,694.39 7,612.73 Alameda 01/24/92 12/19/97 87,300.00 32,875.31 120,175.31 Alameda 12/24/91 12/31/97 67,257.75 30,820.92 98,078.67 San Mateo 10/16/92 04/01/98 115,140.00 50,554.99 165,694.99 El Dorado 06/24/93 06/19/98 235,000.00 154,808.06 389,808.06 Alameda 02/23/95 06/23/98 153,320.99 52,892.71 206,213.70 - ------------------- -------------- ---------------- ----------------------- ------------------ ------------------ MULTIPLE 5+ UNITS (county) =================== ============== ================ ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ======================= ================== ------------------ Contra Costa 01/06/94 01/19/96 516,279.07 90,368.97 606,648.04 San Mateo 07/15/92 02/16/96 100,000.00 43,242.94 143,242.94 San Mateo 08/12/92 05/15/96 175,000.00 42,482.37 217,482.37 Alameda 03/17/95 05/31/96 9,750.00 1,322.29 11,072.29 Sacramento 08/19/88 07/28/97 509,985.54 -214,554.68 295,430.86 Sacramento 07/24/97 02/02/98 10,000.00 368.58 10,368.58 Alameda 03/13/98 05/01/98 350,000.00 15,781.59 365,781.59 Alameda 06/01/92 05/13/98 275,000.00 21,359.18 296,359.18 Sacramento 06/29/90 07/17/98 96,559.83 97,106.39 193,666.22 - ------------------- -------------- ---------------- ----------------------- ------------------ ------------------ TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VI FOR THE THREE YEARS ENDING DECEMBER 31, 1998 COMMERCIAL (county) =================== ============== ================ ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ======================= ================== ------------------ Alameda 08/03/90 01/30/96 200,000.00 142,969.07 342,969.07 Santa Clara 02/01/96 03/21/96 392,829.43 6,722.72 399,552.15 San Francisco 03/19/93 06/28/96 110,000.00 5,670.35 115,670.35 Santa Clara 09/10/92 06/30/96 100,000.00 45,702.20 145,702.20 Santa Clara 01/22/92 06/30/96 175,000.00 89,015.60 264,015.60 San Francisco 04/30/86 09/12/96 149,400.14 214,170.66 363,570.80 San Mateo 07/25/94 09/26/96 550,000.00 157,005.74 707,005.74 San Mateo 08/01/90 01/24/97 50,000.00 42,561.13 92,561.13 Alameda 12/12/90 03/24/97 210,034.69 283,065.26 493,099.95 Alameda 11/05/90 03/31/97 78,740.20 105,095.44 183,835.64 Sonoma 07/06/89 08/01/97 100,000.00 91,374.72 191,374.72 Contra Costa 03/19/91 09/30/97 227,755.59 -186,413.27 41,342.32 Santa Barbara 05/10/94 10/31/97 100,000.00 40,222.70 140,222.70 Santa Clara 09/29/95 12/18/97 550,000.00 83,866.67 633,866.67 Sonoma 05/26/93 07/09/98 292,500.00 624,396.12 916,896.12 Alameda 08/11/88 08/03/98 73,000.00 93,566.06 166,566.06 San Mateo 02/02/96 10/02/98 150,000.00 31,079.87 181,079.87 - ------------------- -------------- ---------------- ----------------------- ------------------ ------------------ Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $70,630 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS V FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) =================== ============== ================ ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ======================= ================== ------------------ San Mateo 09/28/89 09/03/96 54,000.00 41,863.50 95,863.50 Sonoma 01/26/93 09/26/96 24,030.31 21,893.70 45,924.01 Sonoma 01/26/93 09/30/96 24,030.32 22,625.93 46,656.25 Marin 01/23/87 12/13/96 60,000.00 57,433.82 117,433.82 San Francisco 04/15/93 03/19/97 93,500.00 23,305.54 116,805.54 San Francisco 12/09/94 06/10/97 14,000.00 3,110.57 17,110.57 San Francisco 04/16/91 10/23/97 342,442.77 91,841.37 434,284.14 Sacramento 03/12/92 10/31/97 27,664.73 -23,852.44 3,812.29 San Mateo 11/18/92 12/10/97 25,000.00 15165.60 40,165.60 Alameda 01/24/92 12/19/97 87,300.00 33,156.31 120,456.31 - ------------------- -------------- ---------------- ----------------------- ------------------ ------------------ MULTIPLE 5+ UNITS (county) =================== ============== ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ====================== =================== ------------------ Contra Costa 01/06/94 01/19/96 187,116.28 7,299.89 194,416.17 Alameda 03/17/95 05/31/96 3,250.00 452.38 3,702.38 Sacramento 06/29/90 07/17/98 126,555.01 65,224.49 191,779.50 - ------------------- -------------- ---------------- ---------------------- ------------------- ------------------ COMMERCIAL (county) =================== ============== ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ====================== =================== ------------------ San Francisco 03/19/93 06/28/96 90,000.00 5,786.25 95,670.35 Santa Clara 09/10/92 06/30/96 150,000.00 69,007.73 219,007.73 Santa Clara 01/22/92 06/30/96 100,000.00 40,642.26 140,642.26 San Francisco 04/30/86 09/12/96 304,280.17 224,718.72 528,998.89 San Mateo 07/25/94 09/26/96 300,000.00 92,108.08 392,108.08 San Mateo 08/01/90 01/24/97 50,000.00 42,804.93 92,804.93 Contra Costa 04/26/91 06/23/97 115,032.96 154,302.43 269,335.39 Contra Costa 11/16/93 07/03/97 235,000.00 56,654.84 291,651.84 Sonoma 07/06/89 08/01/97 100,000.00 91,651.43 191,651.43 Santa Clara 09/29/95 12/18/97 100,000.00 26,660.60 126,666.60 Contra Costa 09/29/92 05/04/98 100,000.00 128,786.98 228,786.98 San Mateo 07/15/92 12/08/98 112,500.00 96,554.54 209,054.54 - ------------------- -------------- ---------------- ---------------------- ------------------- ------------------ Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $0.00 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS IV FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) =================== ============== ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ====================== =================== ------------------ - ------------------- ============== ================ ====================== =================== ------------------ San Mateo 09/28/89 09/03/96 54,000.00 41,577.53 95,577.53 Alameda 09/02/92 07/15/97 78,750.00 45,066.81 123,816.81 San Mateo 03/20/90 08/29/97 80,000.00 77,498.01 157,498.01 San Francisco 11/06/92 11/04/97 12,266.67 5,240.50 17,507.17 Santa Clara 04/26/94 11/05/97 87,500.00 31,938.26 119,438.26 Alameda 12/24/91 12/31/97 67,257.75 30,392.45 97,650.20 San Mateo 11/16/87 01/19/98 40,000.00 54,832.78 94,832.78 San Mateo 10/16/92 04/01/98 76,760.00 70,117.71 146,877.71 Alameda 07/07/86 05/19/98 27,850.00 46,154.10 74,004.10 San Mateo 05/21/91 07/02/98 120,000.00 123,436.63 243,436.63 - ------------------- -------------- ---------------- ---------------------- ------------------- ------------------ MULTIPLE 5+ UNITS (county) =================== ============== ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ====================== =================== ------------------ Contra Costa 01/06/94 01/19/96 418,604.65 69,501.29 488,105.94 San Joaquin 07/11/95 03/19/96 275,000.00 10,172.36 285,172.36 Alameda 03/17/95 05/30/96 6,500.00 860.62 7,360.62 Sacramento 12/16/87 05/30/96 536,592.80 368,067.66 904,660.46 Santa Clara 09/28/90 09/30/96 204,900.08 220,007.50 424,907.58 Alameda 03/13/97 05/01/98 500,000.00 61,215.28 561,215.28 Alameda 06/01/92 05/13/98 275,000.00 373,615.12 373,615.12 Sacramento 06/29/90 07/17/98 187,778.06 136,018.43 323,796.49 Sacramento 07/03/95 12/24/98 200,000.00 29,398.68 -74,598.94 - ------------------- -------------- ---------------- ---------------------- ------------------- ------------------ TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS IV FOR THE THREE YEARS ENDING DECEMBER 31, 1998 COMMERCIAL (county) =================== ============== ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ============== ================ ====================== =================== ------------------ San Francisco 03/10/93 02/15/96 171,000.00 60,864.67 231,864.67 San Francisco 04/30/86 09/12/96 830,000.78 1,082,625.62 1,912,626.40 San Mateo 07/25/94 09/26/96 200,000.00 58,334.75 258,334.75 Lake 01/30/91 10/04/96 16,000.00 13,245.50 29,245.50 Alameda 12/12/90 03/24/97 201,671.45 271,459.89 473,131.34 San Luis Obispo 03/14/96 05/23/97 200,000.00 30,005.13 230,005.13 Contra Costa 04/26/91 06/23/97 114,952.65 154,302.43 269,255.08 San Mateo 12/31/90 12/05/97 260,000.00 205,321.34 465,321.34 Santa Clara 09/29/95 12/18/97 300,000.00 79,483.33 379,483.33 Contra Costa 09/29/92 05/04/98 100,000.00 65,297.83 165,297.83 Sonoma 05/26/93 07/09/98 292,500.00 361,093.01 653,593.01 San Mateo 12/02/97 08/19/98 90,000.00 7,588.88 97,588.88 San Mateo 02/02/96 10/02/98 275,000.00 69,864.78 344,864.78 San Mateo 05/30/97 10/15/98 250,000.00 36,734.50 286,734.50 - -------------------- ------------- ---------------- ---------------------- ------------------- ------------------ Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $69,550 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS III FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) ==================== ============= ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== =================== ------------------ Sonoma 01/26/93 09/24/96 8,523.84 7,989.07 16,512.91 Sonoma 01/26/93 09/24/96 8,523.84 8,256.88 16,780.72 Santa Cruz 08/20/91 09/31/96 80,253.55 10,031.41 90,284.96 Alameda 11/29/94 05/19/97 60,000.00 15,662.20 75,662.20 Alameda 11/03/94 07/10/97 73,000.00 19,586.80 92,586.80 Alameda 09/02/92 07/15/97 100,000.00 57,227.60 157,227.60 San Mateo 08/16/94 11/14/97 75,000.00 28,380.54 103,380.54 Ventura 12/05/96 03/03/98 65,000.00 10,539.20 75,539.20 San Mateo 02/01/98 12/31/98 30,000.00 3,111.01 33,111.01 - -------------------- ------------- ---------------- ---------------------- ------------------- ------------------ MULTIPLE 5+ UNITS (county) - -------------------- ------------- ---------------- ---------------------- ------------------- ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE - -------------------- ============= ================ ====================== =================== ------------------ Alameda 06/01/92 05/13/98 60,000.00 4,660.18 64,660.18 - -------------------- ------------- ---------------- ---------------------- ------------------- ------------------ COMMERCIAL (county) ==================== ============= ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== =================== ------------------ Alameda 09/30/95 01/30/96 138,015.68 6,530.55 144,546.23 Santa Clara 09/10/92 06/30/96 75,000.00 33,772.22 108,772.22 San Francisco 04/30/86 09/12/96 164,999.74 214,521.09 379,520.83 San Francisco 08/24/94 06/30/97 87,500.00 27,241.69 114,741.69 San Mateo 03/31/98 08/19/98 60,000.00 3,289.28 63,289.28 San Mateo 10/18/96 11/18/98 100,000.00 25,160.00 125,160.00 - -------------------- ------------- ---------------- ---------------------- ------------------- ------------------ Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $13,433 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS II FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) ==================== ============= ================ ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== =================== ------------------ Marin 01/23/87 12/13/96 50,500.01 6,277.71 56,777.72 Santa Clara 02/11/94 06/06/97 88,000.00 19,621.27 107,621.27 Sacramento 03/12/97 10/31/97 13,760.71 -12,627.29 1,133.42 Ventura 12/05/96 02/13/98 65,000.00 12,082.39 77,082.39 Ventura 12/05/96 02/13/98 65,000.00 13,599.29 78,599.29 San Mateo 02/16/94 02/25/98 50,000.00 10,376.65 60,376.65 - -------------------- ------------- ---------------- ---------------------- ------------------- ------------------ MULTIPLE 5+ UNITS (county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- Alameda 06/01/92 05/13/98 100,000.00 7,766.96 107,766.96 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- COMMERCIAL (county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- San Francisco 04/30/86 09/12/96 291,224.54 262,811.34 554,035.88 Alameda 01/12/94 12/02/96 30,000.00 7,553.14 37,553.14 Santa Barbara 05/10/94 10/31/97 50,000.00 19,780.28 69,780.28 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- Interest payment received are shown as gross of mortgage servicing fee.is In 1998, the Partnership paid $4,441 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- Sonoma 01/26/93 09/24/96 5,475.51 5,155.95 10,631.46 Sonoma 01/26/93 09/30/96 5,488.04 5,343.29 10,831.33 Santa Clara 02/11/94 06/06/97 88,000.00 29,191.54 117,191.54 Marin 05/20/91 09/30/97 71,000.00 4,894.30 75,894.30 Sacramento 03/13/92 10/31/97 13,812.08 -11,914.86 1,897.22 Ventura 12/05/96 02/13/98 65,000.00 1,913.40 66,913.40 Ventura 12/05/96 02/13/98 65,000.00 13,110.67 78,110.67 Ventura 12/05/96 02/13/98 65,000.00 4,922.69 69,922.69 San Mateo 02/16/94 02/25/98 75,000.00 31,129.95 106,129.95 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- MULTIPLE 5+ UNITS (county) - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- Alameda 03/17/95 05/31/96 2,166.67 286.88 2,453.55 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- COMMERCIAL (county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- San Francisco 04/30/86 09/12/96 164,997.74 302,563.65 467,561.39 San Mateo 07/25/94 09/27/96 200,000.00 58,334.75 258,334.75 San Mateo 03/31/96 10/02/98 15,000.00 6,118.14 21,118.14 San Mateo 05/30/97 10/15/98 100,000.00 14,693.80 114,693.80 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $7,744 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. TABLE V PAYMENT OF MORTGAGE INVESTMENTS CORPORATE MORTGAGE INVESTORS I & II FOR THE THREE YEARS ENDING DECEMBER 31, 1998 SINGLE FAMILY 1-4 UNITS (county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- Alameda 01/31/95 01/25/96 80,000.00 8,863.88 88,863.88 San Mateo 01/31/96 04/29/96 175,000.00 5,226.02 180,226.02 San Mateo 03/06/90 08/29/96 19,000.00 14,725.47 33,725.47 San Mateo 09/29/95 09/05/96 70,000.00 8,176.88 78,176.88 Alameda 11/29/94 03/13/97 60,000.00 13,896.74 73,896.74 Amador 02/23/96 06/03/97 45,000.00 5,047.64 50,047.64 Santa Clara 04/26/94 11/05/97 87,500.00 31,938.26 119,438.26 San Mateo 02/28/97 12/29/97 35,000.00 3,097.18 38,097.18 San Francisco 07/28/95 05/31/98 145,000.00 24,789.91 169,789.91 Ventura 12/05/96 06/25/98 65,000.00 43,030.90 108,030.90 Alameda 09/29/88 10/26/98 74,600.00 45,224.47 119,824.47 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- MULTIPLE 5+ UNITS(county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- Contra Costa 01/06/94 01/19/96 239,534.88 26,161.33 265,696.21 Sacramento 12/15/87 05/30/96 102,000.00 -24,018.43 77,981.57 Alameda 03/17/95 05/31/96 2,166.67 286.88 2,453.55 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- COMMERCIAL (county) ==================== ============= ================ ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ============= ================ ====================== ==================== ----------------- San Francisco 03/19/93 06/28/96 35,000.00 36,011.72 71,011.72 San Francisco 04/30/86 09/12/96 180,025.14 20,073.65 200,098.79 Santa Clara 01/31/94 10/01/96 100,000.00 20,044.97 120,044.97 Contra Costa 06/21/88 04/07/97 54,600.00 28890.31 83490.31 San Francisco 08/24/94 06/30/97 87,500.00 27,241.68 114,741.68 Santa Barbara 05/10/94 10/31/97 100,000.00 39,560.36 139,560.36 San Mateo 12/02/97 08/19/98 150,000.00 9,358.83 159,358.83 San Mateo 02/02/96 10/02/98 175,000.00 51,682.83 226,682.83 - -------------------- ------------- ---------------- ---------------------- -------------------- ----------------- Interest payment received is shown as gross of mortgage servicing fee. In 1998, the Partnership paid $15,048 in such fees to Redwood Mortgage Corp., the mortgage servicing agent. ATTACHMENT II to SUPPLEMENT NO. 5 DATED APRIL 26, 1999 SUMMARY OF MORTGAGE INVESTMENTS ORIGINATED BY PRIOR LIMITED PARTNERSHIP The following table provides a summary of the mortgage investments originated by prior programs of Affiliates for the three year period ending December 31, 1998. The last column of the following chart reflects total mortgage investment balances on all mortgage investments for each prior program, including those which originated prior to the three year period ending December 31, 1998. This information updates the information provided on page 36 of the Prospectus. Name of Number of Estimated Total Outstanding Mortgage Total Outstanding Mortgage Partnership Mortgage Amount. of Investments Balances Investments Balances as of Investments Mortgage Originated 01/01/96 to 12/31/98 (from inception) Investments 12/31/98 - ---------------- -------------- ------------------- ------------------------ ---------------------------- CMI 14 $1,572,000.00 $907,733.23 $1,542,038.83 RMI 13 $821,235.93 $626,129.09 $1,191,988.35 RMI II 7 $438,430.77 $306,998.70 $658,660.55 RMI III 15 $1,247,548.72 $1,040,589.15 $1,548,004.70 RMI IV 23 $4,655,618.69 $3,094,798.23 $8,012,142.89 RMI V 9 $853,987.40 $683,615.08 $2,751,508.45 RMI VI 22 $4,640,548.72 $2,395,570.45 $7,969,735.31 RMI VII 43 $23,392,317.27 $10,264,165.29 $13,209,186.42 =============== =========== ==== ================== ==== ==================== ===== ===================== TOTAL 146 $37,621,687.50 $19,319,599.22 $36,883,265.50 =============== =========== ==== ================== ==== ==================== ===== ===================== ATTACHMENT II to SUPPLEMENT NO. 5 DATED APRIL 26 , 1999 BREAKDOWN OF PRIOR PROGRAM MORTGAGE INVESTMENTS The following is a breakdown of prior program mortgage investments according to type of deed of trust, the location of the property securing the mortgage investment, and the type of property securing the mortgage investment. This information updates the information contained on page 37 of the Prospectus. Mortgage Investments First Trust Deeds $21,614,187.50 Second Trust Deeds 15,536,500.00 Third Trust Deeds 471,000.00 ====================== Total $37,621,687.50 Location of Mortgage Investments by County San Francisco $9,578,444.39 Santa Clara 6,179,680.00 Alameda 5,521,500.00 Stanislaus 5,109,000.00 San Mateo 4,165,525.61 Marin 1,685,000.00 Solano 1,430,000.00 Ventura 1,131,000.00 Sacramento 855,000.00 Monterey 700,000.00 Contra Costa 382,500.00 Riverside 300,000.00 San Luis Obispo 200,000.00 Santa Cruz 192,000.00 Sonoma 137,037.50 Placer 55,000.00 ------------------- Total $37,621,687.50 =================== Type of Property Commercial $13,587,680.00 Owner Occupied Homes 2,286,051.89 Apartments 6,926,750.00 Non-Owner Homes 5,909,805.61 Raw Land 8,911,400.00 -------------------- Total $37,621,687.50 ===================