Offer to Purchase For Cash
AIMCO
AIMCO/Bethesda Holdings Acquisitions, Inc.
is offering to purchase limited partnership units in
SECURED INCOME L.P.
FOR $23.30 PER UNIT IN CASH

Upon the terms and subject to the conditions set forth herein, we will accept
units validly tendered in response to our offer. Your partnership's agreement of
limited partnership prohibits the transfer of units that would cause 50% or more
of the total interest in capital and profits of your partnership to be
transferred within a 12-month period, when taken together with all other
transfers during such 12-month period. If more units are tendered than are
permitted to be transferred by the agreement of limited partnership and not
withdrawn, we will accept for payment and pay for the maximum number of units so
tendered that are allowed to be transferred, pro rata according to the number of
units so tendered, with appropriate adjustments to avoid purchases of fractional
units.

If units are validly tendered (and not properly withdrawn) and the purchase of
those units would result in there being fewer than 320 unitholders in your
partnership, we will not purchase any of the units tendered, terminate the offer
and return all units to the tendering limited partners. See "The Offer --
Section 2. Acceptance for Payment and Payment for Units" and "Section 17.
Conditions of the Offer."

Our offer and your withdrawal rights will expire at midnight, New York City
time, on September 29, 2004, unless we extend the deadline.

You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.

Our offer price will be reduced by the amount of any distributions subsequently
made by your partnership prior to the expiration of our offer.

SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS OFFER TO PURCHASE FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:

- - We determined the offer price of $23.30 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair market
value of your units.

- - One of the three general partners of your partnership is our subsidiary,
and we control a 50% interest in one of the other general partners. These
general partners therefore have substantial conflicts of interest with
respect to our offer.

- - We are making this offer with a view to making a profit and, therefore,
there is a conflict between our desire to purchase your units at a low
price and your desire to sell your units at a high price.

(Continued on next page)

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If you decide to accept our offer, you should complete and sign the
enclosed acknowledgment and agreement as instructed in the letter of
transmittal, which is attached to this offer to purchase as Annex II. The signed
acknowledgment and agreement and any other documents required by the letter of
transmittal must be mailed or delivered to The Altman Group, Inc., which is
acting as Information Agent in connection with our offer, at its address set
forth on the back cover of this offer to purchase. QUESTIONS AND REQUESTS FOR
ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER TO PURCHASE, THE
ACKNOWLEDGMENT AND AGREEMENT, OR THE LETTER OF TRANSMITTAL MAY BE DIRECTED TO
THE INFORMATION AGENT AT (800) 217-9608.

September 1, 2004

(Continued from prior page)

- - It is possible that we may conduct a future offer at a higher price,
although we have no obligation or current intention to do so.

- - For any units that we acquire from you, you will not receive any future
distributions from operating cash flow of your partnership or upon a sale
or refinancing of properties owned by your partnership.

- - The affiliated general partners (as defined below) make no recommendation
as to whether you should tender your units.

- - If we acquire a substantial number of units, we will increase our ability
to influence voting decisions with respect to your partnership and may
control such voting decisions, including but not limited to the removal of
the general partners of your partnership and most amendments to the
partnership agreement.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail:

1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 L
(800) 217-9608

By Facsimile:

(201) 460-0050

By Overnight Courier:

1275 Valley Brook Avenue
yndhurst, New Jersey 07071
(800) 217-9608

By Telephone:

TOLL FREE (800) 217-9608

By Hand:

1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071
(800) 217-9608

TABLE OF CONTENTS

Page

SUMMARY TERM SHEET.............................................................1

RISK FACTORS...................................................................4

We did not obtain a third-party valuation or appraisal and did not
determine our offer price through arms-length negotiation. ..............4
Our offer price may not represent fair market value. .......................4
Our offer price does not reflect future prospects. .........................4
Our offer price may be less than liquidation value. ........................4
Continuation of the partnership; no time frame regarding sale of
partnership interests or property. ......................................4
Holding your units may result in greater future value. .....................5
Your general partner faces conflicts of interest with respect to the
offer. ..................................................................5
Your general partner is not making a recommendation with respect to
this offer. .............................................................5
We may make a future offer at a higher price. ..............................5
You will recognize taxable gain on a sale of your units and your tax
liability may exceed our offer price. ...................................5
If you tender units to us in this offer, you will no longer be
entitled to distributions from your partnership. ........................6
If we acquire a substantial number of units in this offer, we could
control your partnership. ...............................................6
You could recognize gain in the event of a reduction in your
partnership's liabilities. ..............................................6
You may be unable to transfer your units for a 12-month period. ............6
We may delay our acceptance of, and payment for, your units. ...............6

THE OFFER......................................................................7

Section 1. Terms of the Offer; Expiration Date; Proration...............7
Section 2. Acceptance for Payment and Payment for Units.................8
Section 3. Procedure for Tendering Units................................9
Section 4. Withdrawal Rights...........................................11
Section 5. Extension of Tender Period; Termination; Amendment; No
Subsequent Offering Period..................................11
Section 6. Material Federal Income Tax Matters.........................12
Section 7. Effects of the Offer........................................15
Section 8. Information Concerning Us and Certain of Our Affiliates.....16
Section 9. Background and Reasons for the Offer........................20
Section 10. Position of the General Partner of your Partnership
with respect to the Offer...................................24
Section 11. Conflicts of Interest and Transactions with Affiliates......25
Section 12. Future Plans of the Purchaser...............................26
Section 13. Certain Information concerning your Partnership.............27
Section 14. Voting Power................................................31
Section 15. Source of Funds.............................................31
Section 16. Dissenters' Rights..........................................32
Section 17. Conditions of the Offer.....................................32
Section 18. Certain Legal Matters.......................................34
Section 19. Fees and Expenses...........................................35

ANNEX II - LETTER OF TRANSMITTAL...............................................1

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SUMMARY TERM SHEET

This summary term sheet highlights the most material information regarding
our offer, but it does not describe all of the details thereof. We urge you to
read this entire offer to purchase, which contains the full details of our
offer. We have also included in the summary term sheet references to the
sections of this offer to purchase where a more complete discussion may be found

All references to the property owned by your partnership refer to
Fieldpointe Apartments and The Westmont (the "properties"), each of which is
owned by a separate operating partnership in which your partnership holds a 99%
limited partnership interest. Additionally, statements and information
attributed to the general partners of your partnership have been provided by
Real Estate Equity Partners, L.P. ("REEP"), one of the three general partners of
your partnership. Its corporate general partner is our subsidiary, and REEP owns
a 50% interest in WRC - 87A Corporation, one of the other general partners of
your partnership ("WRC" which, together with REEP, constitute, to the extent
controlled by us, our "affiliated general partners").

- - THE OFFER. Subject to the terms hereof, we are offering to acquire up to
the maximum number of limited partnership units of Secured Income L.P.,
your partnership, allowed to be purchased under your partnership's
agreement of limited partnership for $23.30 per unit in cash. See "The
Offer -- Section 1. Terms of the Offer; Expiration Date; Proration", "The
Offer -- Section 7. Effects of the Offer" and "The Offer -- Section 9.
Background and Reasons for the Offer -- Determination of Offer Price."

- - FACTORS IN DETERMINING THE OFFER PRICE. In determining the offer price per
unit we principally considered:

- The per unit liquidation value of your partnership, which we
calculated to be $23.30, is based on the operating results of your
partnership for the twelve month period ended December 31, 2003, as
capitalized using the direct capitalization method and using a
capitalization rate of 8.75% with respect to Fieldpointe Apartments
and 7.00% with respect to The Westmont.

- Prices at which units have recently sold to the extent such
information is available to us.

- The absence of a trading market for the units. See "The Offer --
Section 9. Background and Reasons for the Offer -- Comparison of
Offer Price to Alternative Consideration."

- - PRORATIONS. If more units than can be purchased under the partnership
agreement are tendered and not withdrawn, we will accept for payment and
pay for those units so tendered, which do not violate the terms of your
partnership agreement, pro rata according to the number of units so
tendered, with appropriate adjustments to avoid purchases of fractional
units. Your partnership's agreement of limited partnership prohibits any
transfer of an interest if such transfer, together with all other
transfers during the preceding 12 months, would cause 50% or more of the
total interest in capital and profits of your partnership to be
transferred within such 12 month period. We are offering to acquire the
maximum number of units permissible under your partnership's agreement of
limited partnership. See "The Offer -- Section 2. Acceptance for Payment
and Payment for Units."

- - EXPIRATION DATE. Our offer expires on September 29, 2004, unless extended,
and you can tender your units until our offer expires. See "The Offer --
Section 1. Terms of the Offer; Expiration Date; Proration."

- - RIGHT TO EXTEND THE EXPIRATION DATE. We can extend the offer in our sole
discretion, and we will either issue a press release or send you a notice
of any such extension. See "The Offer -- Section 5. Extension of Tender
Period; Termination; Amendment; No Subsequent Offering Period."

- - HOW TO TENDER. To tender your units, complete the accompanying
acknowledgment and agreement and send it, along with any other documents
required by the letter of transmittal which is attached to this offer to
purchase as Annex II, to the Information Agent, The Altman Group, Inc., at
the address set forth on the back of this offer to purchase. See "The
Offer -- Section 3. Procedure for Tendering Units."

- - WITHDRAWAL RIGHTS. You can withdraw your units at any time prior to the
expiration of the offer, including any extensions. In addition, you can
withdraw your units at any time on or after November 1, 2004 if we have
not already accepted units for purchase and payment. See "The Offer --
Section 4. Withdrawal Rights."

- - HOW TO WITHDRAW. To withdraw your units, you need to send a notice of
withdrawal to the Information Agent, identifying yourself and the units to
be withdrawn. See "The Offer -- Section 4. Withdrawal Rights."

- - TAX CONSEQUENCES. Your sale of units in this offer will be a taxable
transaction for federal income tax purposes. The consequences to each
limited partner may vary and you should consult your tax advisor on the
precise tax consequences to you. See "The Offer - - Section 6. Material
Federal Income Tax Matters."

- - AVAILABILITY OF FUNDS. We currently have the necessary cash and a line of
credit to consummate the offer. See "The Offer -- Section 15. Source of
Funds."

- - CONDITIONS OF THE OFFER. There are a number of conditions of our offer,
including the absence of competing tender offers, the absence of certain
changes in your partnership, the absence of certain changes in the
financial markets, and there being at least 320 unitholders outstanding
upon the consummation of the offer. See "The Offer -- Section 7. Effects
of the Offer," and "Section 17. Conditions of the Offer."

- - REMAINING AS A LIMITED PARTNER. If you do not tender your units, you will
continue to remain a limited partner in your partnership. We have no plans
to alter the operations, business or financial position of your
partnership or to take your partnership private. See "The Offer - -
Section 7. Effects of the Offer."

- - WHO WE ARE. We are AIMCO/Bethesda Holdings Acquisitions, Inc., a
subsidiary of Apartment Investment and Management Company, a New York
Stock Exchange listed company. See "The Offer -- Section 8. Information
Concerning Us and Certain of Our Affiliates." WE AND OUR AFFILIATES
CURRENTLY OWN 162,564 UNITS, OR APPROXIMATELY 16.51%, OF THE OUTSTANDING
UNITS OF YOUR PARTNERSHIP. IF WE ACQUIRE MORE THAN 329,718.94 UNITS, OR
APPROXIMATELY 33.5% OF THE OUTSTANDING LIMITED PARTNER UNITS, WE AND OUR
AFFILIATES WILL OWN A MAJORITY OF THE OUTSTANDING LIMITED PARTNER UNITS.

- - OPERATING PARTNERSHIPS. Your partnership has invested in multi-family
residential housing complexes by acquiring approximately 99% of the
limited partnership interest in two limited partnerships that own and
operate such property (each an "operating partnership"). One of the
general partners of your partnership, WRC-87A Corporation, is a special
limited partner in each of the operating partnerships and has special
rights in connection therewith. See "The Offer - Section 13. Certain
Information Concerning Your Partnership."

- - CONFLICTS OF INTEREST; MANAGEMENT FEES. We control REEP, one of the three
general partners of your partnership, through its general partner, and we
control a 50% interest in WRC, another general partner of your
partnership. Because our affiliated general partners have an indirect
opportunity to realize a greater profit if we acquire units at a low price
and unitholders have an interest in selling their units at the highest
possible price, a conflict of interest exists for two of your general
partners. See "The Offer -- Section 11. Conflicts of Interest and
Transactions with Affiliates" and "The Offer -- Section 13. Certain
Information Concerning Your Partnership."

- - NO GENERAL PARTNER RECOMMENDATION. The affiliated general partners of your
partnership make no recommendation as to whether you should tender or
refrain from tendering your units, and each limited partner should make
his or her own decision whether or not to tender. See "The Offer --
Section 10. Position of the General Partners of your Partnership with
respect to the Offer."

- - NO SUBSEQUENT OFFERING PERIOD. We do not intend to have a subsequent
offering period after the expiration date of the initial offering period
(including any extensions). See "The Offer -- Section 5. Extension of
Tender Period; Termination; Amendment; No Subsequent Offering Period."

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- - ADDITIONAL INFORMATION. For more assistance in tendering your units,
please contact our Information Agent at its address or the telephone
number set forth on the back cover page of this offer to purchase.

-3-

RISK FACTORS

Before deciding whether or not to tender any of your units, you should
consider carefully the following risks and disadvantages of the offer:

WE DID NOT OBTAIN A THIRD-PARTY VALUATION OR APPRAISAL AND DID NOT DETERMINE OUR
OFFER PRICE THROUGH ARMS-LENGTH NEGOTIATION.

We did not base our valuation of the properties owned by your partnership
on any third-party appraisal or valuation. We established the terms of our offer
without any arms-length negotiation. The terms of the offer could differ if they
were subject to independent third-party negotiations. It is uncertain whether
our offer price reflects the value that would be realized upon a sale of your
units to a third party.

OUR OFFER PRICE MAY NOT REPRESENT FAIR MARKET VALUE.

There is no established or regular trading market for your units, nor is
there another reliable standard for determining the fair market value of the
units. Our offer price does not necessarily reflect the price that you would
receive upon a sale of your units in an open market. Such prices could be higher
than our offer price. For example, units of your partnership have been purchased
since January 1, 2002 in secondary markets for prices up to $13.50 per unit as
reported by The Direct Investments Spectrum (formerly known as The Partnership
Spectrum) (see "Section 9. Background and Reasons for the Offer - Prices on
Secondary Markets").

OUR OFFER PRICE DOES NOT REFLECT FUTURE PROSPECTS.

Our offer price is based on your partnership's pro forma property income
for the twelve month period ended December 31, 2003. It does not ascribe any
value to potential future improvements in the operating performance of your
partnership's residential properties.

OUR OFFER PRICE MAY BE LESS THAN LIQUIDATION VALUE.

The actual proceeds obtained from liquidation are highly uncertain and
could be more or less than our estimate. Other persons could derive different
estimates of the liquidation value. If your partnership were to sell its assets
and liquidate, the value of the assets would be determined through negotiations
with third parties, who may use different valuation methods to determine the
price of your partnership's assets. Neither we nor your partnership have
obtained a recent independent, third party appraisal or calculation of the
liquidation value of your partnership. Accordingly, our offer price could be
higher or lower than the net proceeds that you would realize upon an actual
liquidation of your partnership.

CONTINUATION OF THE PARTNERSHIP; NO TIME FRAME REGARDING SALE OF PARTNERSHIP
INTERESTS OR PROPERTIES.

Based on information provided by our affiliated general partners and
statements made in public filings with the Securities and Exchange Commission
(the "SEC") by your partnership's other general partner in connection with prior
tender offers, we believe that your general partners are proposing to continue
to operate your partnership and not to attempt to liquidate it at the present
time. Your partnership's prospectus, dated March 5, 1987, pursuant to which
units in your partnership were sold, indicated that your partnership was
intended to be self-liquidating and that it was anticipated that the
partnership's properties would be sold within eight to twelve years of their
acquisition, provided market conditions permit. The prospectus also indicated
that there would be no assurance that the partnership would be able to so
liquidate and that, unless sooner terminated as provided in the partnership
agreement, the existence of the partnership would continue until the year 2036.
It is not known when the properties owned by your partnership may be sold. The
units in the partnership are illiquid, and it may be difficult to sell your
investment in the partnership in the future. The affiliated general partners of
your partnership continually consider whether a property should be sold or
otherwise disposed of after consideration of relevant factors, including
prevailing economic conditions, availability of favorable financing and tax
considerations, with a view to achieving maximum capital appreciation for your
partnership. At the current time, the affiliated general partners of your
partnership are of the opinion that a sale of the properties would not be
advantageous given market conditions, the condition of the properties and tax
considerations. In particular, the affiliated general partners considered the

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changes in the local rental market resulting from local economic conditions
(such as unemployment, availability of alternative rental properties, vacancy
rates, and market rents), the potential for appreciation in the value of a
property given current market conditions for the sale of residential properties
(that is, the current expected sales price of the properties given current
demand for these types of properties), and the potential for tax liability to
the partners on a sale of properties. We do not currently expect that any of
your partnership's properties will be sold in the foreseeable future, and we
cannot predict when your partnership's properties will be sold or otherwise
disposed of.

HOLDING YOUR UNITS MAY RESULT IN GREATER FUTURE VALUE.

Although a liquidation of your partnership is not currently contemplated
in the near future, you might receive more value if you retain your units until
your partnership is liquidated. At the current time, the affiliated general
partners of your partnership are of the opinion that a sale of the properties
would not be advantageous given market conditions, the condition of the
properties and tax considerations. If your partnership's properties were sold in
the future and the net proceeds were distributed to the partners of your
partnership, the amount of such distribution might exceed our offer price.

THE AFFILIATED GENERAL PARTNERS FACE CONFLICTS OF INTEREST WITH RESPECT TO THE
OFFER.

We control REEP, one of the three general partners of your partnership,
through its general partner, and we control a 50% interest in WRC, another of
the general partners. As a result, two of the three general partners have
substantial conflicts of interest with respect to our offer. We are making this
offer with a view to making a profit. There is a conflict between our desire to
purchase your units at a low price and your desire to sell your units at a high
price. We determined our offer price without negotiation with any other party,
including any general or limited partner.

THE AFFILIATED GENERAL PARTNERS ARE NOT MAKING A RECOMMENDATION WITH RESPECT TO
THIS OFFER.

The affiliated general partners of your partnership make no recommendation
as to whether or not you should tender or refrain from tendering your units. You
must make your own decision whether or not to participate in the offer based
upon a number of factors, including several factors that may be personal to you,
such as your financial position, your need or desire for liquidity, your
preferences regarding the timing of when you might wish to sell your units,
other financial opportunities available to you, and your tax position and the
tax consequences to you of selling your units.

WE MAY MAKE A FUTURE OFFER AT A HIGHER PRICE.

It is possible that we may conduct a future offer at a higher price,
although we have no obligation or current intention to do so. Such a decision
will depend on, among other things, the performance of the partnership,
prevailing economic conditions, and our interest in acquiring additional units.

YOU WILL RECOGNIZE TAXABLE GAIN ON A SALE OF YOUR UNITS AND YOUR TAX LIABILITY
MAY EXCEED OUR OFFER PRICE.

Your sale of units for cash will be a taxable sale, with the result that
you will recognize taxable gain or loss measured by the difference between the
amount realized on the sale and your adjusted tax basis in the units of limited
partnership interest of your partnership you transfer to us. The "amount
realized" with respect to a unit of limited partnership interest you transfer to
us will be equal to the sum of the amount of cash received by you for the unit
sold pursuant to the offer plus the amount of partnership liabilities allocable
to the unit. The particular tax consequences for you of our offer will depend
upon a number of factors related to your tax situation, including your tax basis
in the units you transfer to us, whether you dispose of all of your units, and
whether you have available suspended passive losses, credits or other tax items
to offset any gain recognized as a result of your sale of your units. Therefore,
depending on your basis in the units and your tax position, your taxable gain
and any tax liability resulting from a sale of units to us pursuant to the offer
could exceed our offer price. Because the income tax consequences of tendering
units will not be the same for everyone, you should consult your own tax advisor
to determine the tax consequences of the offer to you.

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IF YOU TENDER UNITS TO US IN THIS OFFER, YOU WILL NO LONGER BE ENTITLED TO
DISTRIBUTIONS FROM YOUR PARTNERSHIP.

If you tender your units in response to our offer, you will transfer to us
all right, title and interest in and to all of the units we accept, and the
right to receive all distributions in respect of such units on and after the
date on which we accept such units for purchase. Accordingly, for any units that
we acquire from you, you will not receive any future distributions from
operating cash flow of your partnership or upon a sale or refinancing of the
properties owned by your partnership.

IF WE ACQUIRE A SUBSTANTIAL NUMBER OF UNITS IN THIS OFFER, WE COULD CONTROL YOUR
PARTNERSHIP.

Decisions with respect to the day-to-day management of your partnership
are the responsibility of the general partners. We control REEP, one of the
three general partners of your partnership, through its general partner, and we
control a 50% interest in WRC, another of the general partners. Under your
partnership's agreement of limited partnership, limited partners holding a
majority of the outstanding units must approve certain extraordinary
transactions, including the removal of the general partners, most amendments to
the partnership agreement and the sale of all or substantially all of your
partnership's assets. We and our affiliates own 162,564 or approximately 16.51%,
of the outstanding limited partner units of your partnership. If we acquire more
than an additional 33.5% of the outstanding limited partner units, we and our
affiliates will own a majority of the outstanding limited partner units and will
have the ability to control such votes of the limited partners.

YOU COULD RECOGNIZE GAIN IN THE EVENT OF A REDUCTION IN YOUR PARTNERSHIP'S
LIABILITIES.

Generally, a decrease in your share of partnership liabilities is treated,
for federal income tax purposes, as a deemed cash distribution. Although the
affiliated general partners of your partnership do not have any current plan or
intention to reduce the liabilities of your partnership, it is possible that
future economic, market, legal, tax or other considerations may cause the
general partners to reduce the liabilities of your partnership. If you retain
all or a portion of your units and the liabilities of your partnership were to
be reduced, you would be treated as receiving a hypothetical distribution of
cash resulting from a decrease in your share of the liabilities of the
partnership. Any such hypothetical distribution of cash would be treated as a
nontaxable return of capital to the extent of your adjusted tax basis in your
units and thereafter as gain. Gain recognized by you on the disposition of
retained units with a holding period of 12 months or less may be classified as
short-term capital gain and subject to taxation at ordinary income tax rates.

YOU MAY BE UNABLE TO TRANSFER YOUR UNITS FOR A 12-MONTH PERIOD.

Your partnership's agreement of limited partnership prohibits any transfer
of an interest if such transfer, together with all other transfers during the
preceding 12 months, would cause 50% or more of the total interest in capital
and profits of your partnership to be transferred within such 12-month period.
Because an unaffiliated third party maintains the transfer records of the
partnership, we cannot estimate how many units have been transferred in the
previous twelve month period. If units are validly tendered and not withdrawn
that would cause more than 50% of the total interest and capital of your
partnership to be transferred within a 12-month period, we will accept for
payment and pay for those units so tendered pro rata according to the number of
units so tendered, with appropriate adjustments to avoid purchases of fractional
units. We are seeking in the offer the maximum amount allowed to be purchased
under the partnership agreement, given its prohibition on transferring units
that exceed 50% of all transfers during the preceding twelve months. If we
acquire a significant percentage of the interest in your partnership, you may
not be able to transfer your units for a 12-month period following our offer.

WE MAY DELAY OUR ACCEPTANCE OF, AND PAYMENT FOR, YOUR UNITS.

We reserve the right to extend the period of time during which our offer
is open and thereby delay acceptance for payment of any tendered units. The
offer may be extended up to 90 days from the date of commencement of the offer,
and no payment will be made in respect of tendered units until the expiration of
the offer and acceptance of units for payment.

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THE OFFER

1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION

We are offering to acquire up to the maximum number of limited partnership
units in your partnership allowed to be purchased under the partnership
agreement, given its prohibition on transferring units that exceed 50% of all
transfers during the preceding twelve months, for $23.30 per unit in cash, upon
the terms and subject to the conditions of the offer. The purchase price per
unit will be automatically reduced by the aggregate amount of distributions per
unit, if any, made by your partnership on or after the commencement of our offer
and prior to the date on which we acquire your units pursuant to our offer. If
the offer price is reduced in this manner, we will notify you and, if necessary,
we will extend the offer period so that you will have at least ten business days
from the date of our notice to withdraw the units.

If, prior to the expiration date, we increase the consideration offered
pursuant to the offer, everyone whose units are accepted in the offer will
receive the increased consideration, regardless of whether the units were
tendered prior to the increase in offer consideration.

Upon the terms and subject to the conditions of the offer, we will accept
(and thereby purchase) units that are validly tendered on or prior to the
expiration date and not withdrawn in accordance with the procedures set forth in
"The Offer - - Section 4. Withdrawal Rights." For purposes of the offer, the
term "expiration date" shall mean midnight, New York City time, on September 29,
2004, unless we in our sole discretion shall have extended the period of time
for which the offer is open, in which event the term "expiration date" shall
mean the latest time and date on which the offer, as extended by us, shall
expire. See "The Offer - - Section 5. Extension of Tender Period; Termination;
Amendment; No Subsequent Offering Period," for a description of our right to
extend the period of time during which the offer is open and to amend or
terminate the offer.

If more units than can be purchased under your partnership agreement are
tendered and not withdrawn, we will accept for payment and pay for those units
so tendered, which do not violate the terms of your partnership agreement, pro
rata according to the number of units so tendered, with appropriate adjustments
to avoid purchases of fractional units. See "The Offer - Section 2. Acceptance
for Payment and Payment for Units."

The offer is not conditioned upon any minimum number of units being
tendered. However, the offer is conditioned on satisfaction of certain
conditions, including among other things, there being at least 320 unitholders
remaining after our purchase of all units validly tendered and not properly
withdrawn prior to the expiration date in accordance with the procedures set
forth in "The Offer -- Section 4. Withdrawal Rights." See "The Offer -- Section
17. Conditions of the Offer," which sets forth in full the conditions of the
offer. We reserve the right (but in no event shall we be obligated), in our
reasonable discretion, to waive any or all of those conditions. If, on or prior
to the expiration date, any or all of the conditions have not been satisfied or
waived, we reserve the right to (i) decline to purchase all of the units
tendered, terminate the offer and return all tendered units to tendering limited
partners, (ii) waive all the unsatisfied conditions and purchase, subject to the
terms of the offer, any and all units validly tendered, (iii) extend the offer
and, subject to your withdrawal rights, retain the units that have been tendered
during the period or periods for which the offer is extended, or (iv) amend the
offer. If we accept any of the units tendered, we will accept all other validly
tendered units in accordance with the terms of the offer. For administrative
purposes, the transfer of units will be effective as of the first day of the
calendar month after the Partnership receives appropriate documents evidencing
the transfer of the units. If we waive any material conditions to our offer, we
will notify you and, if necessary, we will extend the offer period so that you
will have at least five business days from the date of our notice to withdraw
your units.

This offer is being mailed on or about September 1, 2004 to the persons
shown by your partnership's records to have been limited partners or, in the
case of units owned of record by individual retirement accounts and qualified
plans, beneficial owners of units as of August 4, 2004.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.

Upon the terms and subject to the conditions of the offer, we will
purchase, by accepting for payment, and will pay for, units validly tendered
promptly after the expiration date. A tendering beneficial owner of units whose

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units are owned of record by an individual retirement account or other qualified
plan will not receive direct payment of the offer price; rather, payment will be
made to the custodian of such account or plan. In all cases, payment for units
purchased pursuant to the offer will be made only after timely receipt by the
Information Agent of a properly completed and duly executed acknowledgment and
agreement and other documents required by the letter of transmittal. The
purchase price per unit will automatically be reduced by the aggregate amount of
distributions per unit, if any, made by your partnership on or after the
commencement of our offer and prior to the date on which we acquire your units
pursuant to our offer. See "The Offer -- Section 3. Procedure for Tendering
Units." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE BY
REASON OF ANY DELAY IN MAKING SUCH PAYMENT.

Your partnership's agreement of limited partnership prohibits any transfer
of an interest if such transfer, together with all other transfers during the
preceding 12 months, would cause 50% or more of the total interest in capital
and profits of your partnership to be transferred within such 12 month period.
Because an unaffiliated third party maintains the transfer records of the
partnership, we cannot estimate how many units have been transferred in the
previous twelve month period. If units are validly tendered and not withdrawn
that would cause more than 50% of the total interest and capital of your
partnership to be transferred within a 12-month period, we will accept for
payment and pay for those units so tendered pro rata according to the number of
units so tendered, with appropriate adjustments to avoid purchases of fractional
units. We are seeking in the offer the maximum amount allowed to be purchased
under the partnership agreement, given its prohibition on transferring units
that exceed 50% of all transfers during the preceding twelve months. If we
acquire a significant percentage of the interest in your partnership, you may
not be able to transfer your units for a 12-month period following our offer.

If the number of units validly tendered and not properly withdrawn on or
prior to the expiration date is less than or equal to the maximum number we can
purchase under the partnership agreement, we will purchase all units so tendered
and not withdrawn, upon the terms and subject to the conditions of the offer.
But if more units than can be purchased under the partnership agreement are so
tendered and not withdrawn, we will accept for payment and pay for those units
so tendered which do not violate the terms of your partnership agreement, pro
rata according to the number of units so tendered, adjusted by rounding down to
the nearest whole number of units tendered by each unitholder to avoid purchases
of fractional units, as appropriate.

If proration of tendered units is required, then, subject to our
obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (the
"Exchange Act") to pay limited partners the purchase price in respect of units
tendered or return those units promptly after termination or withdrawal of the
offer, we do not intend to pay for any units accepted for payment pursuant to
the offer until the final proration results are known. Notwithstanding any such
delay in payment, no interest will be paid on the offer price.

For purposes of the offer, we will be deemed to have accepted for payment
pursuant to the offer, and thereby purchased, validly tendered units, if, as and
when we give verbal or written notice to the Information Agent of our acceptance
of those units for payment pursuant to the offer. Payment for units accepted for
payment pursuant to the offer will be made through the Information Agent, which
will act as agent for tendering limited partners for the purpose of receiving
cash payments from us and transmitting cash payments to tendering limited
partners.

If any tendered units are not accepted for payment by us for any reason,
the acknowledgment and agreement with respect to such units not purchased may be
destroyed by the Information Agent or us or returned to you. You may withdraw
tendered units until the expiration date (including any extensions). In
addition, if we have not accepted units for payment by November 1, 2004, you may
then withdraw any tendered units. After the expiration date, the Information
Agent may, on our behalf, retain tendered units, and those units may not be
otherwise withdrawn, if, for any reason, acceptance for payment of, or payment
for, any units tendered pursuant to the offer is delayed or we are unable to
accept for payment, purchase or pay for units tendered pursuant to the offer.
Any such action is subject, however, to our obligation under Rule 14e-1(c) under
the Exchange Act to pay you the offer price in respect of units tendered or
return those units promptly after termination or withdrawal of the offer.

We reserve the right to transfer or assign, in whole or in part, to one or
more of our affiliates, the right to purchase units tendered pursuant to the
offer, but no such transfer or assignment will relieve us of our obligations
under the offer or prejudice your rights to receive payment for units validly
tendered and accepted for payment pursuant to the offer.

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3. PROCEDURE FOR TENDERING UNITS.

VALID TENDER. To validly tender units pursuant to the offer, a properly
completed and duly executed acknowledgment and agreement and any other documents
required by the letter of transmittal attached as Annex II must be received by
the Information Agent, at its address set forth on the back cover of this offer
to purchase, on or prior to the expiration date. You may tender all or any
portion of your units. No alternative, conditional or contingent tenders will be
accepted.

SIGNATURE REQUIREMENTS. If the acknowledgment and agreement is signed by
the registered holder of a unit and payment is to be made directly to that
holder, then no signature guarantee is required on the acknowledgment and
agreement. Similarly, if a unit is tendered for the account of a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States (each an "Eligible Institution"), no signature guarantee is
required on the acknowledgment and agreement. However, in all other cases, all
signatures on the acknowledgment and agreement must be guaranteed by an Eligible
Institution.

In order for you to tender in the offer, your units must be validly
tendered and not withdrawn on or prior to the expiration date.

THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT AND ALL OTHER
REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

APPOINTMENT AS PROXY; POWER OF ATTORNEY. By executing the acknowledgment
and agreement, you are irrevocably appointing us and our designees as your
proxy, in the manner set forth in the acknowledgment and agreement and each with
full power of substitution, to the fullest extent of your rights with respect to
the units tendered by you and accepted for payment by us. Each such proxy shall
be considered coupled with an interest in the tendered units. Such appointment
will be effective when, and only to the extent that, we accept the tendered
units for payment. Upon such acceptance for payment, all prior proxies given by
you with respect to the units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). We and our
designees will, as to those units, be empowered to exercise all voting and other
rights as a limited partner as we, in our sole discretion, may deem proper at
any meeting of limited partners, by written consent or otherwise. We reserve the
right to require that, in order for units to be deemed validly tendered,
immediately upon our acceptance for payment of the units, we must be able to
exercise full voting rights with respect to the units, including voting at any
meeting of limited partners and/or limited partners then scheduled or acting by
written consent without a meeting. By executing the acknowledgment and
agreement, you agree to execute all such documents and take such other actions
as shall be reasonably required to enable the units tendered to be voted in
accordance with our directions. The proxy and power of attorney granted by you
to us will remain effective and be irrevocable for the maximum period permitted
by applicable law.

By executing the acknowledgment and agreement, you also irrevocably
constitute and appoint us and our designees as your attorneys-in-fact, each with
full power of substitution, to the full extent of your rights with respect to
the units tendered by you and accepted for payment by us. Such appointment will
be effective when, and only to the extent that, we pay for your units and will
remain effective and be irrevocable for the maximum period permitted by
applicable law. You will agree not to exercise any rights pertaining to the
tendered units without our prior consent. Upon such payment, all prior powers of
attorney granted by you with respect to such units will, without further action,
be revoked, and no subsequent powers of attorney may be granted (and if granted
will not be effective). Pursuant to such appointment as attorneys-in-fact, we
and our designees each will have the power, among other things, (i) to transfer
ownership of such units on the partnership books maintained by your general
partners (and execute and deliver any accompanying evidences of transfer and
authenticity it may deem necessary or appropriate in connection therewith), (ii)
upon receipt by the Information Agent of the offer consideration, to become a
substituted limited partner, to receive any and all distributions made by your
partnership on or after the date on which we acquire such units, and to receive
all benefits and otherwise exercise all rights of beneficial

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ownership of such units in accordance with the terms of our offer, (iii) to
execute and deliver to the general partners of your partnership a change of
address form instructing the general partners to send any and all future
distributions to which we are entitled pursuant to the terms of the offer in
respect of tendered units to the address specified in such form, and (iv) to
endorse any check payable to you or upon your order representing a distribution
to which we are entitled pursuant to the terms of our offer, in each case in
your name and on your behalf.

ASSIGNMENT OF INTEREST IN FUTURE DISTRIBUTIONS. By executing the
acknowledgment and agreement, you will irrevocably sell, assign, transfer,
convey and deliver to us and our assigns all of your right, title and interest
in and to such units tendered that are accepted for payment pursuant to the
offer, including, without limitation, (i) all of your interest in the capital of
your partnership, and interest in all profits, losses and distributions of any
kind to which you shall at any time be entitled in respect of your ownership in
the units, including, without limitation, distributions in the ordinary course,
distributions from sales of assets, distributions upon liquidation, winding-up
or dissolution, payments in settlement of existing or future litigation, damages
paid in connection with any existing or future litigation and all other
distributions and payments made from and after the effective date, in respect of
the units tendered by you and accepted for payment and thereby purchased by us;
(ii) all other payments, if any, due or to become due to you in respect of the
units, under or arising out of your partnership's agreement of limited
partnership or any agreement pursuant to which the units were sold (the
"Purchase Agreement"), whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of your claims, rights,
powers, privileges, authority, options, security interests, liens and remedies,
if any, under or arising out of your partnership's agreement of limited
partnership, the Purchase Agreement or your ownership of the units, including,
without limitation, any and all voting rights, rights of first offer, first
refusal or similar rights, and rights to be substituted as a limited partner of
your partnership; and (iv) all of your past, present and future claims, if any,
whether on behalf of your partnership, individually or on behalf of a putative
class (including without limitation any claims against limited partners of the
partnership, the general partner(s) and/or any affiliates thereof), under,
arising out of or related to your partnership's agreement of limited
partnership, the Purchase Agreement, your status as a limited partner, the terms
or conditions of this offer, the management of your partnership, monies loaned
or advanced, services rendered to your partnership or its partners, or any other
claims arising out of or related to your ownership of the units. If, after the
unit is accepted for payment and purchased by us, you receive any distribution
from any source and of any nature, including, without limitation, distributions
in the ordinary course, distributions from sales of assets, distributions upon
liquidation, winding-up or dissolution, payments in settlement of existing or
future litigation and all other distributions and payments, from your
partnership in respect of such unit, you will agree to forward promptly such
distribution to us.

DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of units pursuant to our offer will be determined by us, in our reasonable
discretion, which determination shall be final and binding on all parties. We
reserve the absolute right to reject any or all tenders of any particular unit
determined by us not to be in proper form or if the acceptance of or payment for
that unit may, in the opinion of our counsel, be unlawful. We also reserve the
absolute right to waive any defect or irregularity in any tender with respect to
any particular unit of any particular limited partner, and to waive or amend any
of the conditions of the offer that we are legally permitted to waive or amend
as to the tender of any particular unit, provided that if we waive or amend any
condition with respect to one unit, we will waive or amend such condition as to
all units. Our interpretation of the terms and conditions of the offer
(including the acknowledgment and agreement and the letter of transmittal) will
be final and binding on all parties. No tender of units will be deemed to have
been validly made unless and until all defects and irregularities have been
cured or waived. Neither we, the Information Agent, nor any other person will be
under any duty to give notification of any defects or irregularities in the
tender of any unit or will incur any liability for failure to give any such
notification.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible application
of back-up federal income tax withholding with respect to payment of the offer
price, you may have to provide us with your correct taxpayer identification
number. See the instructions to the acknowledgment and agreement set forth in
the letter of transmittal attached as Annex II and "The Offer -- Section 6.
Material Federal Income Tax Matters."

STATE AND LOCAL WITHHOLDING. If you tender units pursuant to this offer,
we may be required under state or local tax laws to deduct and withhold a
portion of the offer price. You should consult your tax advisor concerning
whether any state or local withholding would be required on a disposition of
your units and whether such amounts

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may be available to you as a credit on your state or local tax returns.

FIRPTA WITHHOLDING. To prevent the withholding of federal income tax in an
amount equal to 10% of the amount realized on the disposition (the amount
realized is generally the offer price plus the partnership liabilities allocable
to each unit purchased), you must certify that you are not a foreign person if
you tender units. See the instructions to the acknowledgment and agreement set
forth in the letter of transmittal attached as Annex II and "The Offer --
Section 6. Material Federal Income Tax Matters."

TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder of units or any person) payable on account of the transfer of
units will be deducted from the purchase price unless satisfactory evidence of
the payment of such taxes or exemption therefrom is submitted.

BINDING AGREEMENT. A tender of a unit pursuant to any of the procedures
described above and the acceptance for payment of such unit will constitute a
binding agreement between the tendering limited partner and us on the terms set
forth in this offer to purchase and the related acknowledgment and agreement and
letter of transmittal.

4. WITHDRAWAL RIGHTS.

You may withdraw your tendered units at any time prior to the expiration
date, including any extensions thereof, or on or after November 1, 2004 if the
units have not been previously accepted for payment.

For a withdrawal to be effective, a written notice of withdrawal must be
timely received by the Information Agent at its address set forth on the back
cover of the offer to purchase. Any such notice of withdrawal must specify the
name of the person who tendered, the number of units to be withdrawn and the
name of the registered holder of such units, if different from the person who
tendered. In addition, the notice of withdrawal must be signed by the person who
signed the acknowledgment and agreement in the same manner as the acknowledgment
and agreement was signed.

If purchase of, or payment for, a unit is delayed for any reason, or if we
are unable to purchase or pay for a unit for any reason, then, without prejudice
to our rights under the offer, tendered units may be retained by the Information
Agent; subject, however, to our obligation, pursuant to Rule 14e-1(c) under the
Exchange Act, to pay the offer price in respect of units tendered or return
those units promptly after termination or withdrawal of our offer.

Any units properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of our offer. However, withdrawn units may be
re-tendered at any time prior to the expiration date by following the procedures
described in "The Offer -- Section 3. Procedure for Tendering Units."

All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by us in our reasonable discretion,
which determination will be final and binding on all parties. Neither the
Information Agent, any other person, nor we will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.

5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT; NO SUBSEQUENT OFFERING
PERIOD.

We expressly reserve the right, in our reasonable discretion (i) to extend
the period of time during which our offer is open and thereby delay acceptance
for payment of, and the payment for, any unit, (ii) to terminate the offer and
not accept any units not theretofore accepted for payment or paid for if any of
the conditions of the offer are not satisfied or if any event occurs that might
reasonably be expected to result in a failure to satisfy such conditions, (iii)
upon the occurrence of any of the conditions specified in "The Offer -- Section
17. Conditions of the Offer," to delay the acceptance for payment of, or payment
for, any units not already accepted for payment or paid for, and (iv) to amend
our offer in any respect (including, without limitation, by increasing or
decreasing the consideration offered, increasing or decreasing the units being
sought, or both). We will not assert any of the conditions to the offer (other
than those relating to necessary governmental approvals) subsequent to the
expiration of the offer, and we will not delay payment subsequent to the
expiration of the offer other than in anticipation of

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receiving necessary government approvals. Notice of any such extension,
termination or amendment will promptly be disseminated to you in a manner
reasonably designed to inform you of such change. In the case of an extension of
the offer, the extension may be followed by a press release or public
announcement which will be issued no later than 9:00 a.m., New York City time,
on the next business day after the scheduled expiration date of our offer, in
accordance with Rule 14e-1(d) under the Exchange Act.

If we extend the offer, or if we delay payment for a unit (whether before
or after its acceptance for payment) or are unable to pay for a unit pursuant to
our offer for any reason, then, without prejudice to our rights under the offer,
the Information Agent may retain tendered units and those units may not be
withdrawn except to the extent tendering limited partners are entitled to
withdrawal rights as described in "The Offer -- Section 4. Withdrawal Rights,"
subject, however, to our obligation, pursuant to Rule 14e-l(c) under the
Exchange Act, to pay the offer price in respect of units tendered or return
those units promptly after termination or withdrawal of the offer.

If we make a material change in the terms of our offer, or if we waive a
material condition to our offer, we will extend the offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4 and
14e-1 under the Exchange Act. The minimum period during which the offer must
remain open following any material change in the terms of the offer, other than
a change in price or a change in percentage of securities sought or a change in
any dealer's soliciting fee, if any, will depend upon the facts and
circumstances, including the materiality of the change, but generally will be
five business days. With respect to a change in price or, subject to certain
limitations, a change in the percentage of securities sought or a change in any
dealer's soliciting fee, if any, a minimum of ten business days from the date of
such change is generally required to allow for adequate dissemination to limited
partners. Accordingly, if, prior to the expiration date, we increase (other than
increases of not more than two percent of the outstanding units) or decrease the
number of units being sought, or increase or decrease the offer price, and if
the offer is scheduled to expire at any time earlier than the tenth business day
after the date that notice of such increase or decrease is first published, sent
or given to limited partners, the offer will be extended at least until the
expiration of such ten business days. As used in the offer to purchase,
"business day" means any day other than a Saturday, Sunday or a Federal holiday,
and consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time.

Pursuant to Rule 14d-11 under the Exchange Act, subsequent offering
periods may be provided in tender offers for "any and all" outstanding units of
a partnership. A subsequent offering period is an additional period of from
three to twenty business days following the expiration date of the offer,
including any extensions, in which limited partners may continue to tender units
not tendered in the offer for the offer price. Because of the remote possibility
that we may purchase fewer than all units tendered, a subsequent offering period
is not available to us.

6. MATERIAL FEDERAL INCOME TAX MATTERS.

The following is a summary of the material United States federal income
tax consequences of the offer to (i) limited partners who tender some or all of
their units for cash pursuant to our offer, and (ii) limited partners who do not
tender any of their units pursuant to our offer. This discussion is based on the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"),
Treasury Regulations, rulings issued by the Internal Revenue Service (the
"IRS"), and judicial decisions, all as of the date of this offer to purchase.
All of the foregoing is subject to change or alternative construction, possibly
with retroactive effect, and any such change or alternative construction could
affect the continuing accuracy of this summary. This summary is based on the
assumption that your partnership is operated in accordance with its
organizational documents including its certificate of limited partnership and
agreement of limited partnership. This summary does not purport to discuss all
aspects of federal income taxation which may be important to a particular person
in light of its investment or tax circumstances, or to certain types of
investors subject to special tax rules (including financial institutions,
broker-dealers, insurance companies, and, except to the extent discussed below,
tax-exempt organizations and foreign investors, as determined for United States
federal income tax purposes), nor (except as otherwise expressly indicated) does
it describe any aspect of state, local, foreign or other tax laws. This summary
assumes that the units constitute capital assets in the hands of the limited
partners (generally, property held for investment). No advance ruling has been
or will be sought from the IRS regarding any matter discussed in this offer to
purchase. Further, no opinion of counsel has been obtained with regard to the
offer.

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THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF A LIMITED PARTNER
PARTICIPATING IN THE OFFER DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT
AND INTERPRETATIONS OF COMPLEX PROVISIONS OF UNITED STATES FEDERAL INCOME TAX
LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. ACCORDINGLY, YOU
SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE UNITED STATES FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES OF SELLING THE INTERESTS IN YOUR PARTNERSHIP
REPRESENTED BY YOUR UNITS PURSUANT TO OUR OFFER OR OF A DECISION NOT TO SELL IN
LIGHT OF YOUR SPECIFIC TAX SITUATION.

TAX CONSEQUENCES TO LIMITED PARTNERS TENDERING UNITS FOR CASH. You will
recognize gain or loss on a sale of a unit of limited partnership interest of
your partnership equal to the difference between (i) your "amount realized" on
the sale and (ii) your adjusted tax basis in the unit sold. The "amount
realized" will be equal to the sum of the amount of cash received by you for the
unit sold pursuant to the offer plus the amount of partnership liabilities
allocable to the unit (as determined under Section 752 of the Internal Revenue
Code). Thus, your taxable gain and tax liability resulting from a sale of a unit
could exceed the cash received upon such sale.

ADJUSTED TAX BASIS. If you acquired your units for cash, your initial tax
basis in such units was generally equal to your cash investment in your
partnership increased by your share of partnership liabilities at the time you
acquired such units. Your initial tax basis generally has been increased by (i)
your share of partnership income and gains, and (ii) any increases in your share
of partnership liabilities, and has been decreased (but not below zero) by (a)
your share of partnership cash distributions, (b) any decreases in your share of
partnership liabilities, (c) your share of partnership losses, and (d) your
share of nondeductible partnership expenditures that are not chargeable to
capital. For purposes of determining your adjusted tax basis in your units
immediately prior to a disposition of your units, your adjusted tax basis in
your units will include your allocable share of partnership income, gain or loss
for the taxable year of disposition. If your adjusted tax basis is less than
your share of partnership liabilities (e.g., as a result of the effect of net
loss allocations and/or distributions exceeding the cost of your unit), your
gain recognized with respect to a unit pursuant to the offer will exceed the
cash proceeds realized upon the sale of such unit.

CHARACTER OF GAIN OR LOSS RECOGNIZED PURSUANT TO THE OFFER. Except as
described below, the gain or loss recognized by you on a sale of a unit pursuant
to the offer generally will be treated as a long-term capital gain or loss if
you held the unit for more than one year. Long-term capital gains recognized by
individuals and certain other noncorporate taxpayers generally will be subject
to a maximum United States federal income tax rate of 15%. If the amount
realized with respect to a unit of limited partnership interest of your
partnership that is attributable to your share of "unrealized receivables" of
your partnership exceeds the tax basis attributable to those assets, such excess
will be treated as ordinary income. Among other things, "unrealized receivables"
include depreciation recapture for certain types of property. In addition, the
maximum United States federal income tax rate applicable to persons who are
noncorporate taxpayers for net capital gains attributable to the sale of
depreciable real property (which may be determined to include an interest in a
partnership such as your units) held for more than one year is currently 25%
(rather than 15%) with respect to that portion of the gain attributable to
depreciation deductions previously taken on the property. Certain limitations
apply to the use of capital losses.

If you tender a unit of limited partnership interest of your partnership
in the offer, you will be allocated a share of partnership taxable income or
loss for the year of tender with respect to any units sold. You will not receive
any future distributions on units tendered on or after the date on which such
units are accepted for purchase and, accordingly, you may not receive any
distributions with respect to such accreted income. Such allocation and any
partnership cash distributions to you for that year will affect your adjusted
tax basis in your unit and, therefore, the amount of your taxable gain or loss
upon a sale of a unit pursuant to the offer.

PASSIVE ACTIVITY LOSSES. The passive activity loss rules of the Internal
Revenue Code limit the use of losses derived from passive activities, which
generally include investments in limited partnership interests such as your
units. An individual, as well as certain other types of investors, generally
cannot use losses from passive activities to offset nonpassive activity income
received during the taxable year. Passive losses that are disallowed for a
particular tax year are "suspended" and may be carried forward to offset passive
activity income earned by the investor in future taxable years. In addition,
such suspended losses may be claimed as a deduction, subject to other applicable
limitations, upon a taxable disposition of the investor's interest in such
activity.

Accordingly, if your investment in your units is treated as a passive
activity, you may be able to reduce gain from the sale of your units pursuant to
the offer with passive losses in the manner described below. If you sell

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all or a portion of your units pursuant to the offer and recognize a gain on
your sale, you will generally be entitled to use your current and "suspended"
passive activity losses (if any) from your partnership and other passive sources
to offset that gain. In general, if you sell all or a portion of your units
pursuant to the offer and recognize a loss on such sale, you will be entitled to
deduct that loss currently (subject to other applicable limitations) against the
sum of your passive activity income from your partnership for that year (if any)
plus any passive activity income from other sources for that year. If you sell
all of your units pursuant to the offer, the balance of any "suspended" losses
from your partnership that were not otherwise utilized against passive activity
income as described in the two preceding sentences will generally no longer be
suspended and will generally therefore be deductible (subject to any other
applicable limitations) by you against any other income for that year,
regardless of the character of that income. You are urged to consult your tax
advisor concerning whether, and the extent to which, you have available
"suspended" passive activity losses from your partnership or other investments
that may be used to reduce gain from the sale of units pursuant to the offer.

INFORMATION REPORTING, BACKUP WITHHOLDING AND FIRPTA. If you tender any
units, you must report the transaction by filing a statement with your United
States federal income tax return for the year of the tender which provides
certain required information to the IRS. To prevent the possible application of
back-up United States federal income tax withholding with respect to the payment
of the offer consideration, you are generally required to provide us with your
correct taxpayer identification number. See the instructions to the
acknowledgment and agreement set forth in the letter of transmittal.

Gain realized by a foreign person on the sale of a unit pursuant to the
offer will be subject to federal income tax under the Foreign Investment in Real
Property Tax Act of 1980. Under these provisions of the Internal Revenue Code,
the transferee of an interest held by a foreign person in a partnership which
owns United States real property generally is required to deduct and withhold
10% of the amount realized on the disposition. Amounts withheld would be
creditable against a foreign person's United States federal income tax liability
and, if in excess thereof, a refund could be claimed from the Internal Revenue
Service by filing a United States income tax return. See the instructions to the
acknowledgment and agreement set forth in the letter of transmittal attached as
Annex II.

TAX CONSEQUENCES TO NON-TENDERING AND PARTIALLY-TENDERING LIMITED
PARTNERS. Section 708 of the Internal Revenue Code provides that if there is a
sale or exchange of 50% or more of the total interest in capital and profits of
a partnership within any 12-month period, such partnership terminates for United
States federal income tax purposes. Your partnership's agreement of limited
partnership prohibits such a sale or exchange of units. We are seeking in the
offer the maximum amount allowed to be purchased under the partnership
agreement, given its prohibition on transferring units that exceed 50% of all
transfers during the preceding twelve months. If units are validly tendered and
not withdrawn that would cause such a transfer, we will accept for payment and
pay for those units so tendered pro rata according to the number of units so
tendered, with appropriate adjustments to avoid purchases of fractional units.
See "The Offer -- Section 2. Acceptance for Payment and Payment for Units."
Because an unaffiliated third party maintains the transfer records of the
partnership, we cannot estimate how many units have been transferred in the
previous twelve month period. If we acquire a significant percentage of the
interest in your partnership, you may not be able to transfer your units for a
12-month period following our offer.

If your partnership is deemed to terminate for tax purposes, the following
federal income tax events will be deemed to occur: the terminated partnership
will be deemed to have contributed all of its assets (subject to its
liabilities) to a new partnership in exchange for an interest in the new
partnership and, immediately thereafter, the old partnership will be deemed to
have distributed interests in the new partnership to the remaining limited
partners in proportion to their respective interests in the old partnership in
liquidation of the old partnership.

You will not recognize any gain or loss upon such deemed contribution of
your partnership's assets to the new partnership or upon such deemed
distribution of interests in the new partnership, and your capital account in
your partnership will carry over to the new partnership. A termination of your
partnership for federal income tax purposes may change (and possibly shorten)
your holding period with respect to interests in your partnership that

-14-

you choose to retain. Gain recognized by you on the disposition of retained
units with a holding period of 12 months or less may be classified as short-term
capital gain and subject to taxation at ordinary income tax rates.

A termination of your partnership for federal income tax purposes may also
subject the assets of your partnership to longer depreciable lives than those
currently applicable to the assets of your partnership. This would generally
decrease the annual average depreciation deductions allocable to you for certain
years following our offer if you do not tender all of your interests in your
partnership (thereby increasing the taxable income allocable to your interests
in your partnership each such year), but would have no effect on the total
depreciation deductions available over the useful lives of the assets of your
partnership. Additionally, upon a termination of your partnership, the taxable
year of your partnership will close for federal income tax purposes, which could
result in the recognition of partnership income, gain, or loss in an earlier
taxable period than such income, gain, or loss would otherwise be reported for
income tax purposes had your partnership not terminated.

7. EFFECTS OF THE OFFER.

Because two of the general partners of your partnership are our
affiliates, we could be deemed to have control over the management of your
partnership. In addition, we and our affiliates own 162,564 or approximately
16.51%, of the outstanding limited partnership units of your partnership. If we
acquire more than 33.5% of the outstanding limited partnership units pursuant to
this offer, we and our affiliates will own more than 50% of the total
outstanding limited partnership units. This interest, combined with our control
of the affiliated general partners, would allow us to have significant influence
over most voting decisions with respect to your partnership. Even if we acquire
a lesser number of units pursuant to this offer, we may be able to significantly
influence the outcome of most voting decisions with respect to your partnership.
In general, we will vote the units owned by us in whatever manner we deem to be
in our best interests, which may not be in the interest of other limited
partners. This could (1) prevent non-tendering limited partners from taking
action that they desire but that we oppose and (2) enable us to take action
desired by us but opposed by non-tendering limited partners.

DISTRIBUTIONS TO US. If we acquire units in the offer, we will participate
in any subsequent distributions to limited partners to the extent of the units
purchased.

PARTNERSHIP STATUS. The rules regarding whether a partnership is treated
as a "publicly traded partnership" taxable as a corporation are not certain. We
are of the opinion that our purchase of units in accordance with the terms of
our offer should not adversely affect the issue of whether your partnership is
classified as a partnership for federal income tax purposes, because, taking
into account all of the facts and circumstances, the affiliated general partners
of your partnership believe that the partnership interests in your partnership
should not be treated as readily tradable on a secondary market or the
substantial equivalent thereof.

BUSINESS. Our offer will not affect the operation of the properties owned
by your partnership. We will continue to control one of the general partners of
your partnership and to be affiliated with another general partner of your
partnership. Consummation of the offer will not affect your agreement of limited
partnership, the operations of your partnership, the business and properties
owned by your partnership or any other matter relating to your partnership,
except it would result in us increasing our ownership of units.

EFFECT ON TRADING MARKET; REGISTRATION UNDER 12(G) OF THE EXCHANGE ACT. If
a substantial number of units are purchased pursuant to the offer, transfers may
be limited in the succeeding 12-month period because the partnership agreement
prohibits the transfer of units that would cause 50% or more of the total
interest in capital and profits of your partnership to be transferred within a
12-month period, when taken together with all other transfers during such
12-month period. Because an unaffiliated third party maintains the transfer
records of the partnership, we cannot estimate how many units have been
transferred in the previous twelve month period. If we acquire a significant
percentage of the interest in your partnership, you may not be able to transfer
your units for a 12-month period following our offer.

Further, if a substantial number of unitholders tender their units
pursuant to our offer, the result will be a reduction in the number of
unitholders in your partnership. In the case of certain kinds of equity
securities, a reduction in the number of securityholders might be expected to
result in a reduction in the liquidity and volume of activity in the trading
market for the security. In the case of your partnership, however, there is no
established public

-15-

trading market for the units and, therefore, we are of the opinion that a
reduction in the number of limited partners will not materially further restrict
your ability to find purchasers for your units through secondary market
transactions.

The units are registered under Section 12(g) of the Exchange Act, which
means, among other things, that your partnership is required to file periodic
reports with the SEC and to comply with the SEC's proxy rules. We do not expect
or intend that consummation of the offer will cause the units to cease to be
registered under Section 12(g) of the Exchange Act. If the units were to be held
by fewer than 300 persons, your partnership could apply to de-register the units
under the Exchange Act. Your partnership has 971 unitholders, as of December 31,
2003. If units are validly tendered (and not properly withdrawn) and the
purchase of those units would result in there being fewer than 320 unitholders
in your partnership, we will not purchase any of the units tendered, terminate
the offer, and return all tendered units to the tendering limited partners to
assure that there is no reasonable likelihood that the partnership would have
fewer than 320 unitholders as a result of the offer. See "The Offer -- Section
17. Conditions of the Offer."

ACCOUNTING TREATMENT. Upon consummation of the offer, we will account for
our investment in any acquired units under the purchase method of accounting.
There will be no effect on the accounting treatment of your partnership as a
result of the offer.

8. INFORMATION CONCERNING US AND CERTAIN OF OUR AFFILIATES.

GENERAL. We are AIMCO/Bethesda Holdings Acquisitions, Inc., a Delaware
corporation and a subsidiary of AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO Properties"). Together with its subsidiaries, AIMCO
Properties conducts substantially all of the operations of AIMCO. AIMCO is a
self-administered and self-managed real estate investment trust (a "REIT")
engaged in the acquisition, ownership, management and redevelopment of apartment
properties. As of June 30, 2004, AIMCO owned or managed a real estate portfolio
of 1,578 apartment properties containing 278,011 apartment units located in 47
states, the District of Columbia and Puerto Rico. Based on apartment unit data
compiled by the National Multi Housing Council, as of December 31, 2003, AIMCO
was the largest REIT owner and operator of apartment properties in the United
States. AIMCO's portfolio includes garden style, mid-rise and high-rise
properties and we serve approximately one million residents per year.

AIMCO owns an equity interest in, and consolidates the majority of, the
properties in its owned real estate portfolio. These properties represent the
consolidated real estate holdings in its financial statements ("consolidated
properties"). In addition, AIMCO has an equity interest in, but does not
consolidate, certain properties that are accounted for under the equity method.
These properties represent the investment in unconsolidated real estate
partnerships in its financial statements ("unconsolidated properties").
Additionally, AIMCO manages (both property and asset) but does not own an equity
interest in other properties, although in certain cases AIMCO may indirectly own
generally less than one percent of the operations of such properties through a
partnership syndication or other fund. The equity holdings and managed
properties are as follows as of June 30, 2004:

Total Portfolio
--------------------------
Properties Units
---------- ----------

Consolidated properties 698 174,760
Unconsolidated properties 382 54,245
Property managed for third parties 82 9,534
Asset managed for third parties 416 39,472
---------- ----------
Total 1,578 278,011
---------- ----------

Our general partner is AIMCO-GP, Inc., a Delaware corporation, which is a
wholly owned subsidiary of AIMCO. Our principal executive offices are located at
4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237. Our
telephone number is (303) 757-8101.

-16-

The names, positions and business addresses of the directors and executive
officers of AIMCO and REEP (which is our affiliate), as well as a biographical
summary of the experience of such persons for the past five years or more, are
set forth on Annex I attached hereto and are incorporated herein by reference.

AIMCO Properties and AIMCO are both subject to the information and
reporting requirements of the Exchange Act and, in accordance therewith, file
reports and other information with the Securities and Exchange Commission (the
"SEC") relating to our business, financial condition and other matters,
including the complete financial statements summarized below. Such reports and
other information may be inspected at the public reference facilities maintained
by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material can also be obtained from the Public Reference Room of
the SEC in Washington, D.C. at prescribed rates. The SEC also maintains a site
on the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. In addition, information filed by AIMCO with the
New York Stock Exchange may be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.

For more information regarding AIMCO and AIMCO Properties, please refer to
their Annual Reports on Form 10-K for the year ended December 31, 2003 and our
respective Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2004 and June 30, 2004 (particularly the management's discussion and
analysis of financial condition and results of operations) and other reports and
documents we have filed with the SEC.

Except as described in "The Offer -- Section 9. Background and Reasons
for the Offer", and "The Offer -- Section 11. Conflicts of Interest and
Transactions with Affiliates" and "The Offer -- Section 13. Certain Information
concerning your Partnership -- Beneficial Ownership of Interests in your
Partnership," neither we nor, to the best of our knowledge, any of the persons
listed on Annex I attached hereto, (i) beneficially own or have a right to
acquire any units, (ii) has effected any transaction in the units in the past 60
days, or (iii) have any contract, arrangement, understanding or relationship
with any other person with respect to any securities of your partnership,
including, but not limited to, contracts, arrangements, understandings or
relationships concerning transfer or voting thereof, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss
or the giving or withholding of proxies. Neither we nor our affiliates intend to
tender any units beneficially owned in this offer.

SUMMARY SELECTED FINANCIAL INFORMATION FOR AIMCO PROPERTIES. Certain
financial information relating to AIMCO Properties is hereby incorporated by
reference to the audited financial statements for AIMCO Properties' 2003 and
2002 fiscal years set forth in Part II, Item 6 of AIMCO Properties' Annual
Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the
SEC (the "2003 10-K") and the unaudited financial statements for the quarters
ended June 30, 2004 and 2003 filed with the SEC on August 9, 2004 (the "2004
10-Q"). These reports may be inspected at, and copies may be obtained from the
same places and in the manner set forth above.

Set forth below is certain selected consolidated financial information
relating to AIMCO Properties and its subsidiaries, which has been derived from
the financial statements contained in the 2003 10-K and the 2004 10-Q. More
comprehensive financial information is included in the 2003 10-K, the 2004 10-Q
and other documents filed by AIMCO Properties with the SEC. The financial
information that follows is qualified in its entirety by reference to these
reports and other documents, including the financial statements and related
notes contained therein, which may be obtained as provided below.

For the six months
ended For year ended
June 30, December 31,
-------------------------- -----------------------------------------
2004 2003 2003 2002 2001
----------- ----------- ----------- ----------- -----------
(in thousands, except per unit data)

OPERATING DATA:
Total revenues $ 750,781 $ 727,386 $ 1,516,283 $ 1,387,831 $ 1,273,037
Total expenses 560,195 489,946 1,059,350 889,372 878,734

-17-

Income before minority interest, discontinued
operations and cumulative effect of change in
accounting principle 6,441 56,979 80,551 201,479 143,953
Income from continuing operations 11,102 54,307 78,490 186,924 107,117
Income from discontinued operations 23,724 37,559 99,378 19,278 13,947
Cumulative effect of change in accounting principle (3,957) -- -- -- --
Net income 30,869 91,866 177,868 206,202 121,064

PER SHARE DATA:
Earnings (loss) per common share - basic:
(Loss) income from continuing operations (net of
preferred dividends) $ (0.33) $ 0.01 $ (0.24) $ 0.81 $ 0.08
Net (loss) income attributable to common
stockholders (0.14) 0.37 0.71 1.00 0.25
(Loss) earnings per common share - diluted:
(Loss) income from continuing operations (net of
preferred dividends) (0.33) 0.01 (0.24) 0.80 0.08
Net (loss) income attributable to common
stockholders (0.14) 0.37 0.71 0.99 0.25
Dividends declared per common share 1.20 1.64 2.84 3.28 3.16

BALANCE SHEET INFORMATION:
Real Estate, net of accumulated depreciation 8,948,049 8,841,155 8,606,281 8,615,287 6,330,521
Total assets 10,370,760 10,245,724 10,124,617 10,355,329 8,200,526
Total indebtedness 6,414,088 6,070,104 6,079,470 6,021,990 4,420,399
Partner's capital 3,123,070 3,359,381 3,174,815 3,576,083 3,080,071

CASH FLOW DATA:
Cash provided by operating activity 165,984 287,915 430,258 496,670 491,846
Cash (used in) provided by investing activity (107,855) 113,948 313,164 (873,832) (140,638)
Cash (used in) provided by financing activity (79,108) (395,501) (728,543) 398,637 (430,245)

OTHER DATA:
Funds from operations available to common
stockholders - diluted 137,458 186,978 349,108 498,589 528,655
Weighted average number of common units, common
units equivalents and dilutive preferred
securities outstanding 104,251 104,819 108,151 109,538 102,147

(1) Certain reclassifications have been made to the 2002 and 2001
amounts to conform to the 2003 presentation. These reclassifications
primarily represent presentation changes related to discontinued
operations resulting from the 2002 adoption of Statement of
Financial Accounting Standards No. 144.

(2) Funds From Operations, or FFO, is a financial measure not
calculated in accordance with generally accepted accounting
principles, or GAAP, that we believe, when considered with the
financial data determined in accordance with GAAP, is helpful to
investors in understanding our performance because it captures
features particular to real estate performance by recognizing that
real estate generally appreciates over time or maintains residual
value to a much greater extent than do other depreciable assets such
as machinery, computers or other personal property. The Board of
Governors of the National Association of Real Estate Investment
Trusts, or NAREIT, defines FFO as net income (loss), computed in
accordance with GAAP, excluding gains and losses from extraordinary
items, cumulative effect of change in accounting principle, gains on
dispositions of depreciable real estate to unconsolidated entities
and other gains on dispositions of real estate from discontinued
operations, net of related income taxes, plus real estate related
depreciation and amortization (excluding amortization of financing
costs), including depreciation for unconsolidated real estate
partnerships, joint ventures and discontinued operations. We
calculate FFO based on the NAREIT definition, as further adjusted
for amortization of management contracts and deficit distributions
to minority partners. We calculate FFO (diluted) by subtracting
redemption related preferred OP unit issuance costs and
distributions on preferred OP units, adding back distributions on
dilutive

-18-

preferred securities and adding back the interest expense on
dilutive mandatorily redeemable convertible preferred securities.
FFO should not be considered an alternative to net income or net
cash flows from operating activities, as calculated in accordance
with GAAP, as an indication of our performance or as a measure of
liquidity. FFO is not necessarily indicative of cash available to
fund future cash needs. In addition, although FFO is a measure used
for comparability in assessing the performance of real estate
investment trusts, there can be no assurance that our basis for
computing FFO is comparable with that of other real estate
investment trusts.

For the six months ended June 30, 2004 and 2003 and the years ended
December 31, 2003, 2002, and 2001, our FFO was calculated as follows:

For the six months
ended For year ended
June 30, December 31,
---------------------- -----------------------------------
2004 2003 2003 2002 2001
--------- --------- --------- --------- ---------
(in thousands)

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS (A) ($ 14,971) $ 38,790 $ 74,242 $ 98,556 $ 20,930
Adjustments:
Depreciation and amortization (net of minority
partners' interest for years ended December 31,
2003, 2002 and 2001) 182,900 171,878 304,957 245,351 313,842
Depreciation and amortization related to non-real
estate assets (9,207) (10,757) (c) (c) (c)
Depreciation of rental property related to minority
partners' interest (b) (22,963) (15,243) (c) (c) (c)
Depreciation of rental property related to
unconsolidated properties 11,644 13,042 25,817 33,549 57,506
(Gain) Loss on dispositions of real estate related
to unconsolidated entities and land (1,205) (756) (3,178) 22,362 (15,005)
Deficit distributions to minority partners 7,088 9,101 22,672 26,979 46,359

Income tax arising from disposals -- -- -- -- 3,202

Cumulative effect of change in accounting principle 3,957 -- -- -- --
Discontinued operations:
Depreciation of rental property, net of minority
partners' interest (b) 2,380 14,506 14,906 29,192 34,522
Gain on dispositions of real estate, net of
minority partners' interest (b) (21,585) (44,542) (101,849) (4,374) --
Recovery of deficit distributions to minority
partners (3,318) (500) (10,718) 1,401 1,342

Income tax arising from disposals 789 4,306 12,134 2,507 --
Preferred OP Unit distributions 45,752 50,921 95,981 107,646 100,134

Redemption related preferred OP Unit issuance costs 88 2,155 7,645 -- --
--------- --------- --------- --------- ---------
FUNDS FROM OPERATIONS 181,349 232,901 442,609 563,169 562,832
Preferred OP Unit distributions (45,752) (50,921) (95,981) (107,646) (100,134)

Redemption related preferred OP Unit issuance costs (88) (2,155) (7,645) -- --
Distributions on dilutive preferred securities 1,949 6,659 9,138 41,905 64,389
Interest expense on mandatorily redeemable convertible
preferred securities -- 494 987 1,161 1,568
--------- --------- --------- --------- ---------
FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON UNITHOLDERS
- - DILUTED $ 137,458 $ 186,978 $ 349,108 $ 498,589 $ 528,655
========= ========= ========= ========= =========

(a) Represents our numerator for earnings per common unit calculated in
accordance with GAAP.

(b) "Minority partners' interest," as referenced on this line item and others in
this presentation means minority interest in our consolidated real estate
partnerships.

-19-

9. BACKGROUND AND REASONS FOR THE OFFER.

GENERAL. We are in the business of acquiring direct and indirect interests
in apartment properties such as the properties owned by your partnership. Our
offer provides us with an opportunity to increase our ownership interest in your
partnership's properties while providing you and other investors with an
opportunity to liquidate your current investment.

BACKGROUND. On October 1, 1998, AIMCO merged (the "Insignia Merger") with
Insignia Financial Group, Inc. ("Insignia"). As a result of the Insignia Merger,
AIMCO acquired approximately 51% of the outstanding common shares of beneficial
interest of Insignia Properties Trust ("IPT"). On October 31, 1998, IPT and
AIMCO entered into an agreement and plan of merger, dated as of October 1, 1998,
pursuant to which IPT merged with AIMCO on February 26, 1999. AIMCO then
contributed IPT's interest in Insignia Properties L.P., IPT's operating
partnership, to AIMCO's wholly owned subsidiary, AIMCO/IPT, Inc. AIMCO also
replaced IPT as the sole general partner of Insignia Properties L.P. As a
result, the general partner of your partnership is an indirect wholly owned
subsidiary of AIMCO/IPT. Together with its affiliates and subsidiaries, AIMCO
currently owns, in the aggregate, approximately 162,564 of your partnership's
outstanding limited partnership units. In addition, AIMCO controls a 0.333%
general partner interest held by the general partner and shares control of a
0.334% general partner interest held by WRC-87A Corporation with the
unaffiliated general partner.

During our negotiations with Insignia in early 1998, we decided that if
the merger with Insignia were consummated, we could also benefit from making
offers for limited partnership interests of some of the limited partnerships
formerly controlled or managed by Insignia (the "Insignia Partnerships"). Such
offers would provide liquidity for the limited partners of the Insignia
Partnerships and would provide us with a larger asset and capital base and
increased diversification. While some of the Insignia Partnerships are public
partnerships and information is publicly available on such partnerships for
weighing the benefits of making a tender offer, many of the partnerships are
private partnerships and information about such partnerships comes principally
from our relationship with the affiliated and unaffiliated general partners. Our
control of the affiliated general partners makes it possible for us to obtain
access to some information. Insignia did not propose that we conduct such tender
offers; rather, we initiated the offers on our own. We are making this offer
with a view to providing you with liquidity for your investment, but we may not
make any more offers and will not be bound to do so.

ALTERNATIVES CONSIDERED BY THE AFFILIATED GENERAL PARTNERS. Before we
commenced this offer, the affiliated general partners of your partnership
considered a number of alternative transactions. The following is a brief
discussion of the advantages and disadvantages of the alternatives that could
have been pursued, with the consent of the unaffiliated general partners of your
partnership. The affiliated general partners also considered that the consent of
the unaffiliated general partners was required to effect certain transactions
other than this offer.

LIQUIDATION

One alternative would be for the partnership to sell its assets,
distribute the net liquidation proceeds to its partners in accordance with the
agreement of limited partnership, and thereafter dissolve. Partners would be at
liberty to use the net liquidation proceeds after taxes for investment,
business, personal or other purposes, at their option. If your partnership were
to sell its assets and liquidate, you would not need to rely upon capitalization
of income or other valuation methods to estimate the fair market value of
partnership assets. Instead, such assets would be valued through negotiations
with prospective purchasers (in many cases unrelated third parties). The term of
the partnership will continue until December 31, 2036, unless the partnership is
terminated sooner under the provisions of the partnership agreement.

However, a liquidating sale of your partnership's properties would be a
taxable event for all limited partners. If the partnership were liquidated, all
of the unitholders, including those who wish to defer the taxable sale of their
partnership interests, would be forced to participate in the transaction.
Although the future operating results of your partnership and future sales
prices of the properties owned by your partnership are uncertain, the operating
performance of our partnership's property may improve in the future, which in
turn, may result in higher property values, making a sale of your partnership's
properties a more attractive option in the future. Such values are also a
function of capitalization rates in the market and the interest rate environment
at the time. See "The Offer -- Section

-20-

13. Certain Information Concerning Your Partnership--Investment Objectives and
Policies; Sale or Financing of Investments."

CONTINUATION OF THE PARTNERSHIP WITHOUT THE OFFER

A second alternative would be for your partnership to continue as a
separate legal entity with its own assets and liabilities and continue to be
governed by its existing agreement of limited partnership, without our offer. A
number of advantages could result from the continued operation of your
partnership. Given improving rental market conditions or improved operating
performance, the level of distributions might increase over time. It is possible
that the private resale market for properties could improve over time, making a
sale of the partnership's properties at some point in the future a more
attractive option than it is currently. The continuation of your partnership
will allow you to continue to participate in the net income and any increases in
revenue of your partnership and any net proceeds from the sale of the properties
owned by your partnership. However, no assurance can be given as to future
operating results or as to the results of any future attempts to sell the
properties owned by your partnership.

The primary disadvantage of continuing the operations of your partnership
is that you would be limited in your ability to sell your units. Although you
could sell your units to a third party, any such sale would likely be at a
discount from your pro rata share of the fair market value of the properties
owned by your partnership.

ALTERNATIVE TRANSACTIONS CONSIDERED BY US. Before we decided to make our
offer, we considered a number of alternative transactions, including purchasing
your partnership's properties or merging your partnership with us. However, both
of these alternatives would require a vote of all the unitholders. If the
transaction were approved, all of the unitholders, including those who wish to
continue to participate in the ownership of your partnership's properties, would
be forced to participate in the transaction. If the transaction were not
approved, all of the unitholders, including those who would like to dispose of
their investment in your partnership's properties, would be forced to retain
their investment. We also considered an offer to exchange units in your
partnership for limited partnership interests in AIMCO Properties. However,
because of the expense and delay associated with making such an exchange offer,
we decided to make an offer for cash only. In addition, our historical
experience has been that when we have offered limited partners an opportunity to
receive cash or limited partnership interests in AIMCO Properties, the limited
partners who tender usually prefer the cash option.

DETERMINATION OF OFFER PRICE. In establishing the offer price, we
principally considered:

- Prices at which the units have recently sold to the extent such
information is available to us; and

- The absence of a trading market for the units.

Our determination of the offer price was based on our review and analysis
of the foregoing information, the other financial information and the analyses
concerning the partnership summarized below, and we considered the actual and
pro forma operating results of the partnership.

VALUATION OF UNITS. We determined our offer price by: (i) applying a
capitalization rate to your partnership's pro forma operating results for the
twelve month period ended December 31, 2003; (ii) adjusting this value for
liabilities, non-real estate assets, and certain other costs; and (iii)
determining the proceeds that would be paid to limited partners in the event of
a liquidation of your partnership. A capitalization rate is a percentage (rate
of return), applied to property income by purchasers of residential real estate,
to determine the present value of income property. The lower the capitalization
rate, the higher the value produced, and the higher the capitalization rate, the
lower the value produced. We used property incomes based on the operating
results of your partnership for the twelve month period ended December 31, 2003.
But in determining the appropriate capitalization rate, we also considered the
following factors. Our method for selecting a capitalization rate begins with
each property being assigned a location and condition rating (for example, "A"
for excellent, "B" for good, and so on). We then adjusted

-21-

the capitalization rate based on whether the property's mortgage debt is above
or below market rates. We also consider recent changes in your partnership's
property income and occupancy rate. All these factors are subjective in nature,
and others evaluating the same property might use a different capitalization
rate and derive a different property value.

Although the direct capitalization method is an accepted way of valuing
real estate, there are a number of other methods available to value real estate,
each of which may result in different valuations of a property. We determined
our cash consideration in the following manner. First, we estimated the gross
property value of your partnership's property by applying a capitalization rate
of 8.75% to the operating results of Fieldpointe Apartments and 7.00% to the
operating results of The Westmont for the twelve month period ended December 31,
2003 to obtain its estimated gross property value. We then calculated the value
of the equity of your partnership by adding to the aggregate gross property
value the value of the non-real estate assets of your partnership and deducting
its liabilities and certain other costs, including required capital
expenditures, deferred maintenance and closing costs, to derive its net equity
value. Finally, using this net equity value, we determined the proceeds that
would be paid to limited partners in the event of a liquidation of your
partnership. Based on the terms of your partnership's agreement of limited
partnership, 99% of the estimated liquidation proceeds are assumed to be
distributed to limited partners of your partnership. Our offer price represents
the per unit liquidation proceeds determined in this manner.

Gross valuation of partnership properties $ 58,832,312
Plus: Cash and cash equivalents 3,374,699
Plus: Other partnership assets, net of security deposits 2,551,930
Less: Mortgage debt, including accrued interest (40,548,287)
Less: Loans from Partners (44,257)
Less: Accounts payable and accrued expenses (332,324)
Less: Other liabilities (663,562)
------------
Estimated net valuation of your partnership 23,170,511
Percentage of estimated net valuation allocated to holders of units 99%
------------
Estimated net valuation of units $ 22,938,806
Total number of units 984,369.00
------------
Estimated valuation per unit $ 23.30
============

COMPARISON OF OFFER PRICE TO ALTERNATIVE CONSIDERATION. To assist holders
of units in evaluating the offer, the affiliated general partners of your
partnership have attempted to compare the offer price against: (a) prices at
which the units have sold on the secondary market and (b) estimates of the value
of the units on a liquidation basis. The affiliated general partners of your
partnership are of the opinion that analyzing the alternatives in terms of
estimated value, based upon currently available data and, where appropriate,
reasonable assumptions made in good faith, establishes a reasonable framework
for comparing alternatives. Since the value of the consideration for
alternatives to the offer is dependent upon varying market conditions, no
assurance can be given that the estimated values reflect the range of possible
values.

The results of these comparative analyses are summarized in the chart
below. You should bear in mind that some of the alternative values are based on
a variety of assumptions that have been made by us. These assumptions relate to,
among other things, the operating results since December 31, 2003, as to income
and expenses of the properties, other projected amounts and the capitalization
rates that may be used by prospective buyers if your partnership assets were to
be liquidated.

In addition, these estimates are based upon certain information available
to the affiliated general partners of your partnership, and no assurance can be
given that the same conditions analyzed by it in arriving at the estimates of
value would exist at the time of the offer. The assumptions used have been
determined by the affiliated general partners of your partnership or an
affiliate in good faith, and, where appropriate, are based upon current and
historical information regarding your partnership and current real estate
markets, and have been highlighted below to the extent critical to the
conclusions of the affiliated general partners of your partnership. Actual
results may vary from those set forth below based on numerous factors, including
interest rate fluctuations, tax law changes, supply

-22-

and demand for similar apartment properties, the manner in which your
partnership's properties are sold and changes in availability of capital to
finance acquisitions of apartment properties.

Under your partnership's agreement of limited partnership, the term of the
partnership will continue until December 31, 2036, unless sooner terminated as
provided in the agreement or by law.

COMPARISON TABLE PER UNIT
---------------- --------

Cash offer price ............................................. $23.30
Alternatives
Highest price on secondary market........................ $13.50
Estimated liquidation proceeds........................... $23.30

PRICES ON SECONDARY MARKET. Secondary market sales information is not a
reliable measure of value because of the limited amount of any known trades.
Except for offers made by us and unaffiliated third parties, privately
negotiated sales and sales through intermediaries are the only means which may
be available to a limited partner to liquidate an investment in units (other
than our offer) because the units are not listed or traded on any exchange or
quoted on Nasdaq, on the Electronic Bulletin Board, or in "pink sheets."
Secondary sales activity for the units, including privately negotiated sales,
has been limited and sporadic.

Set forth below are the high and low sale prices of units for the periods
listed below as reported by The Direct Investments Spectrum (formerly known as
The Partnership Spectrum), which is an independent, third-party source. The
gross sales prices reported by The Direct Investments Spectrum do not
necessarily reflect the net sales proceeds received by sellers of units, which
typically are reduced by commissions and other secondary market transaction
costs to amounts less than the reported price. The Direct Investments Spectrum
represents only one source of secondary sales information, and other services
may contain prices for the units that equal or exceed the sales prices reported
in The Direct Investments Spectrum. We do not know whether the information
compiled by The Direct Investments Spectrum is accurate or complete.

SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE DIRECT
INVESTMENTS SPECTRUM

High Low
---- ---

Period Ended June 30, 2004: ................................ $12.50 $11.25
Year Ended December 31, 2003: .............................. 13.50 11.00
Year Ended December 31, 2002: ....................... 12.99 10.25

Set forth in the table below are the high and low sales prices of units
for the periods listed below, as reported by the American Partnership Board,
which is an independent, third-party source. The gross sales prices reported by
American Partnership Board do not necessarily reflect the net sales proceeds
received by sellers of units, which typically are reduced by commissions and
other secondary market transaction costs to amounts less than the reported
prices. The American Partnership Board represents one source of secondary sales
information, and other services may contain prices for units that equal or
exceed the sales prices reported by the American Partnership Board. We do not
know whether the information compiled by the American Partnership Board is
accurate or complete.

SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE
AMERICAN PARTNERSHIP BOARD

High Low
---- ---

Period Ended June 30, 2004: ................................ N/A N/A
Year Ended December 31, 2003: .............................. $13.25 $13.25
Year Ended December 31, 2002: ....................... 13.25 13.25

ESTIMATED LIQUIDATION PROCEEDS. Liquidation value is a measure of the
price at which the assets of your partnership would sell if disposed of by your
partnership in an arms-length transaction to a willing buyer that has access to
relevant information regarding the historical revenues and expenses of the
business. The affiliated general

-23-

partners of your partnership estimated the liquidation value of the units using
the same direct capitalization method and assumptions as we did in valuing the
units for the offer price. The liquidation analysis assumes that your
partnership's properties are sold to an independent third party at the current
property value, that other balance sheet assets (excluding amortizing assets)
and liabilities of your partnership are sold at their book value, and that the
net proceeds of sale are allocated to the unitholders in accordance with your
partnership's agreement of limited partnership.

The liquidation analysis assumes that the assets of your partnership are
sold in a single transaction. Should the assets be liquidated over time, even at
prices equal to those projected, distributions to limited partners from cash
flow from operations might be reduced because your partnership's fixed costs,
such as general and administrative expenses, are not proportionately reduced
with the liquidation of assets. However, for simplification purposes, the sales
of the assets are assumed to occur concurrently. The liquidation analysis
assumes that the assets are disposed of in an orderly manner and are not sold in
forced or distressed in which assets might be sold at substantial discounts to
their actual fair market value.

ALLOCATION OF CONSIDERATION. We have allocated to the unitholders the
amount of the estimated net valuation of your partnership based on your
partnership's agreement of limited partnership as if your partnership were being
liquidated at the present time.

10. POSITION OF THE AFFILIATED GENERAL PARTNERS OF YOUR PARTNERSHIP WITH RESPECT
TO THE OFFER.

The partnership and the affiliated general partners of your partnership
have provided the following information for inclusion in this offer to purchase:

The affiliated general partners of your partnership are remaining neutral
and make no recommendation as to whether you should tender or refrain from
tendering your units in the offer. The affiliated general partners of your
partnership make no recommendation with respect to the offer for the following
reasons:

- Tendering units pursuant to the offer would increase the voting
power of AIMCO and its affiliates, including the voting power with
respect to the removal of the affiliated general partners of your
partnership.

- The offeror is an affiliate of the affiliated general partners and
desires to purchase units at a low price, and you desire to sell the
units at a high price. As an affiliate of the offeror, the
affiliated general partners of your partnership have an indirect
financial interest in the offer.

- The offeror has not conditioned the offer on the approval of an
independent third party or a majority of the unaffiliated limited
partners.

- The affiliated general partners are unable to make a recommendation
because each limited partner's circumstances may differ from those
of other limited partners. These circumstances, which would impact
the desirability of tendering units in the offer, include a limited
partner's financial position, his need or desire for liquidity,
other financial opportunities available to him, and his tax position
and the tax consequences to him of selling his units.

You must make your own decision whether or not to participate in any
offer, based upon a number of factors, including several factors that may be
personal to you, such as your financial position, your need or desire for
liquidity, your preferences regarding the timing of when you might wish to sell
your units, other financial opportunities available to you, and your tax
position and the tax consequences to you of selling your units. Without
quantifying or otherwise attaching any particular weight to any of the following
factors or information, you may want to consider the following:

- The offer gives you an opportunity to make an individual decision on
whether to tender your units or to continue to hold them.

-24-

- The offer price and the method used to determine the offer price.

- The offer price is based on an estimated value of your partnership's
properties that has been determined using a method believed to
reflect the valuation by buyers in the market for similar assets.

- The prices at which the units have recently sold, to the extent such
information is available.

- The trading market for your units may not be a reliable measure of
value.

- An analysis of possible alternative transactions, including a
property sale, or a liquidation of the partnership.

- The financial condition and results of operations of your
partnership.

- The fact that if your partnership were liquidated - as opposed to
continuing - the general partners would not receive the substantial
fees they currently receive. As discussed in "Section 9. Background
and Reasons for the Offer - Alternatives Considered by The
Affiliated General Partners," we are of the opinion that liquidation
of the partnership is not in the best interests of the unitholders.
Therefore, we are of the opinion that the fees paid to the general
partners would continue even if the offer was not consummated. We
are not proposing to change the current fee arrangements.

To our knowledge, no general partner of your partnership nor any of their
affiliates have any plans or arrangements to tender any units. Except as
otherwise provided in "The Offer -- Section 12. Future Plans of the Purchaser,"
we are not aware of any present plans or proposals which relate to or would
result in an extraordinary transaction, such as a merger, reorganization or
liquidation, involving your partnership; a purchase or sale or transfer of a
material amount of your partnership's assets; or any changes in your
partnership's present capitalization, indebtedness or distribution policies. For
information relating to certain relationships between your partnership and its
general partners, on one hand, and AIMCO and its affiliates, on the other and
conflicts of interests with respect to the tender offer, see "The Offer --
Section 9. Background and Reasons for the Offer" and "The Offer -- Section 11.
Conflicts of Interest and Transactions with Affiliates." See also "The Offer --
Section 9. Background and Reasons for the Offer -- Comparison to Alternative
Consideration -- Prior Tender Offers" for certain information regarding
transactions in units of your partnership.

11. CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES.

CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. We control REEP, one of
the three general partners of your partnership, through its general partner, and
we control a 50% interest in WRC, another of the general partners. The
affiliated general partners of your partnership have substantial conflicts of
interest with respect to the offer. As a consequence of our ownership of units,
we may have incentives to seek to maximize the value of our ownership of units,
which in turn may result in a conflict for your affiliated general partners in
attempting to reconcile our interests with the interests of the other limited
partners. The conflicts of interest include the fact that we desire to purchase
units at a low price and you desire to sell units at a high price. Such
conflicts of interest in connection with the offer differ from those conflicts
of interest that currently exist for your partnership. YOU ARE URGED TO READ
THIS OFFER TO PURCHASE IN ITS ENTIRETY BEFORE DECIDING WHETHER TO TENDER YOUR
UNITS. The affiliated general partners make no recommendation as to whether you
should tender or refrain from tendering your units.

CONFLICTS OF INTEREST THAT CURRENTLY EXIST FOR YOUR PARTNERSHIP. Your
partnership owns two properties through operating partnerships in which it holds
99% limited partnership interests: Fieldpointe Apartments, which is owned by
Carrollton X Associates Limited Partnership ("Carrollton"), and The Westmont,
which is owned by Columbia Westmont Associates, L.P. ("Columbia"). The following
information is based on your partnership's annual report on Form 10-K for the
year ended December 31, 2003.

-25-

The management agent for The Westmont is an affiliate of one of the
Columbia general partners. It received property management fees calculated at 3%
of rental income for each of the three years ended December 31, 2003. The
charges to operations amounted to $180,084, $175,225 and $180,317 during 2003,
2002 and 2001, respectively. As of December 31, 2003 and 2002, accrued
management fees and other expenses paid on behalf of Columbia were $13,708 and
$20,336, respectively.

The management agent for Fieldpointe Apartments for each of the two years
ended December 31, 2003 was WRMC, Inc. ("WRMC"), an affiliate of two of the
general partners of your partnership and one of the Carrollton general partners.
During the year ended December 31, 2001, Fieldpointe Apartments was managed by
Wilder Richman Management Corporation, another affiliate of two of the general
partners and one of the Carrollton general partners. During each of the three
years ended December 31, 2003, the management agent was entitled to property
management fees equal to 4% of residential income collected. In addition, the
management agent was entitled to a reporting fee of $5 per unit per month for
bookkeeping and reporting services. The maximum annual management and reporting
fees may not exceed 5% of gross collections. Such fees of $110,492, $110,024 and
$91,189 were charged to operations during 2003, 2002 and 2001, respectively.

An affiliate of two of the general partners provides investor services for
which it receives an amount equal to 0.5% of the gross proceeds from the
offering of Partnership units, which amount is $98,437 per year. The partnership
paid the affiliate $198,437, $218,455 and $211,532 during 2003, 2002 and 2001,
respectively, which includes amounts incurred and recorded in prior years.

A shareholder of two of the general partners provided debt financing for
the capitalization of LaMere Associates, Inc. ("LaMere"). In connection with
such debt financing, the shareholder received 20% of the stock of LaMere. LaMere
was paid premiums in connection with property, workers compensation, liability
and umbrella insurance coverage provided to Carrollton. In connection with such
insurance coverage, Carrollton incurred $87,411, $65,392 and $38,452 in premiums
for the years ended December 31, 2003, 2002 and 2001, respectively.

COMPETITION AMONG PROPERTIES. Because AIMCO and your partnership both
invest in apartment properties, these properties may compete with one another
for tenants. Furthermore, you should bear in mind that AIMCO may acquire
properties in the general market areas where your partnership's properties are
located. In managing AIMCO's properties, we will attempt to reduce conflicts
between competing properties by referring prospective customers to the
properties considered to be most conveniently located for the customer's needs.

FUTURE OFFERS. Although we have no current plans to conduct future tender
offers for your units, our plans may change based on future circumstances,
including tender offers made by third parties. Any such future offers that we
might make could be for consideration that is more or less than the
consideration we are currently offering.

12. FUTURE PLANS OF THE PURCHASER.

We control REEP, one of the three general partners of your partnership,
through its general partner, and REEP owns a 50% interest in WRC, another of the
general partners. We therefore could be deemed to have the ability to
significantly control the management of your partnership. We currently intend
that, upon consummation of the offer, we will hold the units acquired and your
partnership will continue its business and operations substantially as they are
currently being conducted. The offer is not expected to have any effect on
partnership operations.

Although we have no present intention to do so, we may acquire additional
units or sell units after completion or termination of the offer. Any
acquisition may be made through private purchases, through one or more future
tender or exchange offers, by merger, consolidation or by any other means deemed
advisable. Any acquisition may be at a price higher or lower than the price to
be paid for the units purchased pursuant to this offer, and may be for cash,
limited partnership interests in AIMCO Properties or other consideration. We
also may consider selling some or all of the units we acquire pursuant to this
offer to persons not yet determined, which may include our affiliates. We may
also buy your partnership's properties, although we have no present intention to
do so. There can be no assurance, however, that we will initiate or complete, or
will cause your partnership to initiate or complete, any subsequent transaction
during any specific time period following the expiration of the offer or at all.

-26-

Except as set forth herein, we do not have any present plans or proposals
which relate to or would result in an extraordinary transaction, such as a
merger, reorganization or liquidation, involving your partnership; a purchase or
sale or transfer of a material amount of your partnership's assets; any changes
in composition of your partnership's senior management or personnel or their
compensation; any changes in your partnership's present capitalization,
indebtedness or distribution policy; or any other material changes in your
partnership's structure or business. We or our affiliates may loan funds to your
partnership which may be secured by your partnership's properties. If any such
loans are made, upon default of such loans, we or our affiliates could seek to
foreclose on the loan and related mortgage or security interest. However, we
expect that, consistent with your affiliated general partners' fiduciary
obligations, the affiliated general partners will seek and review opportunities,
including opportunities identified by us, to engage in transactions which could
benefit your partnership, such as sales or refinancings of assets or a
combination of the partnership with one or more other entities, with the
objective of seeking to maximize returns to limited partners. The original
prospectus offering units in your Partnership anticipated that the properties
owned by your partnership would be sold between eight to twelve years from when
the properties were acquired. We do not currently expect that any of the
partnership's properties will be sold in the foreseeable future.

We have been advised that the possible future transactions the affiliated
general partners expect to consider on behalf of your partnership include: (i)
payment of extraordinary distributions; (ii) refinancing, reducing or increasing
existing indebtedness of the partnership; (iii) sales of assets, individually or
as part of a complete liquidation; and (iv) mergers or other consolidation
transactions involving the partnership. Any such merger or consolidation
transaction could involve other limited partnerships in which the affiliated
general partners of the partnership or their affiliates serve as general
partners, or a combination of the partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of AIMCO), in any of
which limited partners might receive cash, common stock or other securities or
consideration. There is no assurance, however, as to when or whether any of the
transactions referred to above might occur. If any such transaction is effected
by the partnership and financial benefits accrue to its limited partners, we
will participate in those benefits to the extent of our ownership of units. The
agreement of limited partnership prohibits limited partners from voting on
actions taken by the partnership, unless otherwise specifically permitted by the
partnership agreement. Limited partners may vote on a liquidation, and if we
acquire a substantial number of units in this offer, we and our affiliates will
be able to significantly influence or control the outcome of any such vote. Our
primary objective in seeking to acquire the units pursuant to the offer is not,
however, to influence the vote on any particular transaction, but rather to
generate a profit on the investment represented by those units.

13. CERTAIN INFORMATION CONCERNING YOUR PARTNERSHIP.

GENERAL. Your partnership was organized on October 10, 1986 under the laws
of the State of Delaware. Its primary business is real estate ownership and
related operations. Your partnership was formed for the purpose of acquiring,
holding, selling, disposing of and otherwise deal with limited partnership
interests in luxury multi-family, rental housing complexes in suburban or
metropolitan areas.

Your partnership's investment portfolio currently consists of the
following two residential apartment complexes: Fieldpointe Apartments, a
252-unit complex in Frederick, Maryland; and The Westmont, a 163-unit complex in
New York, New York.

The general partners of your partnership are Wilder Richman Resources
Corporation, a Delaware corporation, Real Estate Equity Partners L.P., a
Delaware limited partnership, and WRC-87A Corporation, a Delaware corporation.
We control Real Estate Equity Partners L.P. through its general partner, and
REEP owns 50% of WRC-87A Corporation. As of December 31, 2003, there are 984,369
units outstanding, which are held of record by 971 limited partners. REEP's
principal executive offices are located at 4582 South Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237, telephone (303) 757-8101. Your partnership's
principal executive offices are located at 599 W. Putnam Avenue, Greenwich,
Connecticut 06830, telephone (203) 869-0900.

For additional information about your partnership, please refer to the
annual report prepared by your partnership which was sent to you earlier this
year, particularly Item 2 of Form 10-K, which contains detailed information
regarding the properties owned, including mortgages, rental rates and taxes. In
addition, your

-27-

partnership is subject to the information and reporting requirements of the
Exchange Act and information about your partnership can be obtained in the same
manner as information can be obtained about us, as set forth in "The Offer --
Section 8. Information Concerning Us and Certain of Our Affiliates."

TERM OF YOUR PARTNERSHIP. Under your partnership's agreement of limited
partnership, the term of the partnership will continue until December 31, 2036,
unless sooner terminated as provided in the agreement or by law. Limited
partners could, as an alternative to tendering their units, take a variety of
possible actions, including voting to liquidate the partnership or amending the
agreement of limited partnership to authorize limited partners to cause the
partnership to merge with another entity or engage in a "roll-up" or similar
transaction.

COMPETITION. There are other residential properties within the market
areas of your partnership's properties. The number and quality of competitive
properties in such areas could have a material effect on the rental market for
the apartments at your partnership's properties and the rents that may be
charged for such apartments. While AIMCO is a significant factor in the United
States in the apartment industry, competition for apartments is local. According
to data published by the National Multi-Housing Council, we are of the opinion
that AIMCO is one of the largest owners and managers of multifamily apartment
properties in the United States.

FINANCIAL DATA. The selected financial information of your partnership set
forth below for the years ended December 31, 2003, 2002 and 2001 is based on
audited financial statements. The selected financial information set forth below
for the periods ended June 30, 2004 and 2003 is based on unaudited financial
statements. This information should be read in conjunction with such financial
statements, including notes thereto, and "Management's Discussion and Analysis
of Financial Condition and Results of Operations of Your Partnership" in the
Annual Report on Form 10-K of your partnership for the year ended December 31,
2003, and the Quarterly Report on Form 10-Q for the periods ended June 30, 2004
and 2003.

-28-

SECURED INCOME L.P.

Six Months Ended June 30, Year Ended December 31,
------------------------- ---------------------------------------
2004 2003 2003 2002 2001
---- ---- ---- ---- ----

Total Revenue $ 2,069,693 $ 2,325,564 $ 8,553,640 $ 8,437,933 $ 8,446,311
Net (loss) earnings (13,390) 579,639 978,278 1,109,393 1,070,991

Net (loss) earnings allocated
per unit of limited
partnership interest (0.02) 0.59 0.98 0.78 --

At applicable reporting date:

Total assets 28,459,916 30,504,316 29,478,485 30,984,345 32,940,557

Mortgages payable 40,548,287 41,102,913 40,830,762 41,365,120 41,833,655

*Includes extraordinary loss of $509,899 in connection with the write-off of
unamortized mortgage costs.

DESCRIPTION OF PROPERTY. The following shows the location, the date of
purchase, the nature of your partnership's ownership interest in and the use of
your partnership's property.

Date of Type of
Property Purchase Ownership Use
-------- -------- --------- ---

Fieldpointe Apartments 10/87 Fee ownership subject to 252-unit apartments
Frederick, Maryland first mortgage

The Westmont 12/88 Fee ownership subject to 163-unit apartments
New York, New York first mortgage with 9,415 square
feet of commercial
space

MORTGAGES. The mortgage financing of the Carrollton Partnership was
financed from the sale of tax-exempt bonds pursuant to the terms of Section
103(b)(4)(a) of the Internal Revenue Code. The mortgage in the original amount
of $10,494,100, bearing fixed 6.09% interest and maturing in February 2028, is
insured by the United States Department of Housing and Urban Development ("HUD")
under Section 221(d)(4) of the National Housing Act, as amended. Under the terms
of the financing, 80% of the units are permitted market rate rents and 20% of
the units are to be rented to people earning no more than the low or moderate
income levels within the meaning of Section 103(b)(4)(a) of the Internal Revenue
Code.

The Columbia Partnership's mortgages were refinanced on June 7, 2000. The
first mortgage, in the amount of $24.2 million, is subject to interest based on
a variable low floater index with credit enhancement provided by the Federal
Home Loan Mortgage Corporation ("Freddie Mac") and matures in July 2030. The
second mortgage, in the amount of $8.55 million and payable to Freddie Mac, is
subject to fixed interest at 8.07% and matures in July 2015. Under the terms of
the refinancing, 20% of the residential units in The Westmont will be maintained
for occupancy by low or moderate income tenants through July 2004.

-29-

RENTAL RATES AND OCCUPANCY. As of December 31, 2003, the market rental
rates of the properties were approximately as follows:

FIELDPOINTE APARTMENTS THE WESTMONT
---------------------- ------------

Monthly Rental Rates:
Studio $1,750 - $2,265
One-Bedroom $745 - $770 $1,976 - $3,584
Two-Bedroom $815 - $905 $3,000 - $4,455
Three-Bedroom $995 - $1,055 $4,000 - $4,888

The low and moderate income rental rates as of December 31, 2003 for
Fieldpointe Apartments fall within the ranges noted above. Such rates for The
Westmont range from $705 to $1,104. The Fieldpointe Apartments occupancy rate
was approximately 92% as of December 31, 2003. The Westmont's occupancy rate as
of December 31, 2003 was approximately 96% as to residential dwelling units and
approximately 88% as to commercial space.

PROPERTY MANAGEMENT. The management agent for Fieldpointe Apartments is
WRMC, an affiliate of the unaffiliated general partners of your partnership. The
management agent for The Westmont is affiliated with one of the general partners
of its operating partnership but is not affiliated with us.

DISTRIBUTIONS. The agreement of limited partnership of the partnership
provides that all Cash Available for Distribution (as defined therein) be
distributed quarterly to the partners in specified proportions. Including a
distribution made to the unitholders in March 2004, the partnership has made
twelve consecutive quarterly distributions totaling $4,724,971, representing
approximately $1.60 per Unit for each of the years ended December 31, 2003, 2002
and 2001.

BENEFICIAL OWNERSHIP OF INTERESTS IN YOUR PARTNERSHIP. We and our
affiliates, AIMCO and AIMCO-GP, Inc., collectively have voting and dispositive
power with respect to 162,564, or 16.35%, of the outstanding limited partner
units of your partnership, along with an approximate 0.333% general partnership
interest held by REEP. AIMCO and AIMCO-GP, Inc. also share the voting and
dispositive power of the 0.334% general partnership interest held by WRC-87A
Corporation with the unaffiliated general partner. Except as set forth in this
offer to purchase, neither we, nor, to the best of our knowledge, any of our
affiliates, (i) beneficially own or have a right to acquire any units, (ii) has
effected any transactions in the units in the past 60 days, or (iii) have any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of your partnership, including, but not limited to,
contracts, arrangements, understandings or relationships concerning transfer or
voting thereof, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss, or the giving or withholding of
proxies. See "The Offer - Section 9. Background and Reasons for the Offer -
Prior Tender Offers."

COMPENSATION PAID TO THE GENERAL PARTNERS AND ITS AFFILIATES. The
following table shows, for each of the years indicated, amounts incurred to your
partnership's unaffiliated general partners and its affiliates on a historical
basis. The property managers are entitled to receive 4% of residential income
collected with respect to the Fieldpointe Apartments and 3% of rental income
with respect to The Westmont. In addition, the management agent of Fieldpointe
Apartments is entitled to a reporting fee of $5 per unit for bookkeeping and
reporting services.

PARTNERSHIP FEES AND THE WESTMONT MANAGEMENT FIELDPOINTE MANAGEMENT AND
YEAR EXPENSES FEES REPORTING FEES
- ---- -------- ---- --------------

2001 $136,889 $180,317 $91,189

2002 163,829 175,225 110,024

2003 185,848 180,084 110,492

LEGAL PROCEEDINGS. We are not aware of any material legal proceedings.

-30-

ENVIRONMENTAL. Various Federal, state and local laws subject property
owners or operators to liability for the costs of removal or remediation of
certain hazardous substances present on a property. Such laws often impart
liability without regard to whether the owner or operator knew of, or was
responsible for, the release of the hazardous substances. The presence of, or
failure to properly remediate, hazardous substances may adversely affect
occupancy at contaminated apartment communities and the partnership's ability to
sell or borrow against contaminated properties. In addition to the costs
associated with investigation and remediation actions brought by governmental
agencies, the presence of hazardous wastes on a property could result in claims
by private plaintiffs for personal injury, disease, disability or other
infirmities. Various laws also impose liability for the cost of removal or
remediation of hazardous or toxic substances at the disposal or treatment
facility. Anyone who arranges for the disposal or treatment of hazardous or
toxic substances is potentially liable under such laws. These laws often impose
liability whether or not the person arranging for the disposal ever owned or
operated the disposal facility. In connection with the ownership or operation of
properties, the partnership could potentially be liable for environmental
liabilities or costs associated with its properties or properties it may acquire
in the future.

Any remaining costs are not expected to be material. The affiliated
general partners are of the opinion that the partnership's properties are
covered by adequate fire, flood and property insurance provided by reputable
companies and with commercially reasonable deductibles and limits.

ADDITIONAL INFORMATION CONCERNING YOUR PARTNERSHIP. Your partnership files
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any document your partnership files at the
SEC's public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Your
partnership's most recent SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.

14. VOTING POWER.

Decisions with respect to the day-to-day management of your partnership
are the responsibility of the general partners. REEP, one of the three general
partners of your partnership, is our subsidiary, and we control a 50% interest
in WRC, another of the general partners. Under your partnership's agreement of
limited partnership, limited partners holding a majority of the outstanding
units must approve certain extraordinary transactions, including most amendments
to the partnership agreement and the sale of all or substantially all of your
partnership's assets. We and our affiliates own 162,564 units, or approximately
16.51%, of the outstanding units of your partnership. If we acquire a
substantial number of additional units pursuant to this offer, we may be in a
position to significantly influence or control such votes of the limited
partners.

15. SOURCE OF FUNDS.

We expect that approximately $19.1 million will be required to purchase
all of the limited partnership units that we are seeking in this offer
(exclusive of fees and expenses estimated to be $11,000). For more information
regarding fees and expenses, see "The Offer - - Section 19. Fees and Expenses."

We have a $445 million revolving credit facility with Bank of America,
Fleet National Bank and First Union National Bank with a syndicate comprised of
a total of ten lender participants. We are the borrower and all obligations
thereunder are guaranteed by certain of AIMCO's subsidiaries. The obligations
under the credit facility are secured, among other things, by our pledge of our
stock ownership in certain subsidiaries of AIMCO, and a first priority pledge of
certain of our non-real estate assets. The annual interest rate under the credit
facility is based on either LIBOR or a base rate which is the higher of Bank of
America's reference rate or 0.5% over the federal funds rate, plus, in either
case, an applicable margin. The margin ranges between 2.15% and 2.85% in the
case of LIBOR-based loans and between 0.65% and 1.35% in the case of base rate
loans, based upon a fixed charge coverage ratio. The credit facility expires on
July 31, 2005 and can be extended at AIMCO's option for a one-year term on a
one-time basis.

We are of the opinion that we will have sufficient cash on hand and
available sources of financing to acquire all units tendered pursuant to such
offers. As of June 30, 2004, we had approximately $90.6 million of cash on hand
and approximately $136.7 million available for borrowing under existing lines of
credit. We intend to repay any amounts borrowed to finance the offer out of
future working capital.

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16. DISSENTERS' RIGHTS.

Neither the agreement of limited partnership of your partnership nor
applicable law provides any right for you to have your units appraised or
redeemed in connection with, or as a result of, our offer. In addition, we are
not extending appraisal rights in connection with the offer. You have the
opportunity to make an individual decision on whether or not to tender your
units in the offer.

No provisions have been made with regard to the offer to allow you or
other limited partners to inspect the books and records of your partnership or
to obtain counsel or appraisal services at our expense or at the expense of your
partnership. However, you have the right under your partnership's agreement of
limited partnership to obtain a list of the limited partners.

17. CONDITIONS OF THE OFFER.

Notwithstanding any other provisions of our offer, we will not be required
to accept for payment and pay for any units tendered pursuant to our offer, may
postpone the purchase of, and payment for, units tendered, and may terminate or
amend our offer if at any time on or after the date of this offer to purchase
and at or before the expiration of our offer (including any extension thereof),
any of the following shall occur or may be reasonably expected to occur:

- to the extent that it is beyond our direct or indirect control, any
change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the
business, properties, assets, liabilities, indebtedness,
capitalization, condition (financial or otherwise), operations,
licenses or franchises, management contract, or results of
operations or prospects of your partnership or local markets in
which your partnership owns property, including any fire, flood,
natural disaster, casualty loss, or act of God that, in our
reasonable judgment, are or may be materially adverse to your
partnership or the value of the units to us, which change would,
individually or in the aggregate, result in, or reasonably be
expected to result in, an adverse effect on net operating income of
your partnership of more than $10,000 per year, or a decrease in
value of an asset of your partnership, or the incurrence of a
liability with respect to your partnership, in an amount in excess
of $100,000 (a "Material Adverse Effect"), or we shall have become
aware of any facts relating to your partnership, its indebtedness or
its operations which, in our reasonable judgment, has had or may
have a Material Adverse Effect, or the ability of the general
partners to assert full control over the assets, privileges and
immunities of the partnership, including without limitation the
ability of the general partners to distribute the cash and cash
equivalent to the limited partners; or

- there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities
exchange or the over-the-counter market in the United States, (ii) a
decline in the closing price of a share of AIMCO's Class A Common
Stock of more than 5.0% measured from the close on the last trading
day preceding the date of this offer and the close on the last
trading day preceding the expiration of this offer, (iii) any
material adverse change in the financial, real estate or money
markets or major equity security indices in the United States such
that there shall have occurred at least a 25 basis point increase in
LIBOR, or at least a 5.0% decrease in the price of the 10-year
Treasury Bond or the 30-year Treasury Bond, or at least a 5.0%
decrease in the S&P 500 Index or the Morgan Stanley REIT Index, in
each case measured between the close on the last trading day
preceding the date of this offer and the close on the last trading
day preceding the expiration of this offer, (iv) any material
adverse change in the commercial mortgage financing markets, (v) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States (not existing on the date
hereof), (vi) a commencement of a war, conflict, armed hostilities
or other national or international calamity directly or indirectly
involving the United States (not existing on the date hereof), (vii)
any limitation (whether or not mandatory) by any governmental
authority on, or any other event which, in our reasonable judgment,
might affect the extension of credit by banks or other lending
institutions, or (viii) in the case of any of the foregoing

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existing at the time of the commencement of the offer, in our
reasonable judgment, a material acceleration or worsening thereof;
or

- there shall have been threatened in writing, instituted or pending
any action, proceeding, application or counterclaim by any Federal,
state, local or foreign government, governmental authority or
governmental agency, or by any other person, before any governmental
authority, court or regulatory or administrative agency, authority
or tribunal, which (i) challenges or seeks to challenge our purchase
of the units, restrains, prohibits or delays the making or
consummation of our offer, prohibits the performance of any of the
contracts or other arrangements entered into by us (or any
affiliates of ours), or seeks to obtain any material amount of
damages as a result of the transactions contemplated by our offer,
(ii) seeks to make the purchase of, or payment for, some or all of
the units pursuant to our offer illegal or results in a delay in our
ability to accept for payment or pay for some or all of the units,
(iii) seeks to prohibit or limit the ownership or operation by us or
any of our affiliates of the entity serving as general partner of
your partnership or to remove such entity as general partner of your
partnership, or seeks to impose any material limitation on our
ability or the ability of any affiliate of ours to conduct your
partnership's business or own such assets, (iv) seeks to impose
material limitations on our ability to acquire or hold or to
exercise full rights of ownership of the units including, but not
limited to, the right to vote the units purchased by us on all
matters properly presented to the limited partners, or (v) might
result, in our reasonable judgment, in a Material Adverse Effect; or

- there shall be any action taken, or any statute, rule, regulation,
order or injunction shall be sought, proposed, enacted, promulgated,
entered, enforced or deemed applicable to our offer, your
partnership, any general partner of your partnership, us or any
affiliate of ours or your partnership, or any other action shall
have been taken, proposed or threatened, by any government,
governmental authority or court, that, in our reasonable judgment,
might, directly or indirectly, result in any of the consequences
referred to in clauses (i) through (v) of the immediately preceding
paragraph; or

- your partnership shall have, due to events beyond our direct or
indirect control, (i) changed, or authorized a change of, the units
or your partnership's capitalization, (ii) issued, distributed, sold
or pledged, or authorized, proposed or announced the issuance,
distribution, sale or pledge of (A) any equity interests (including,
without limitation, units), or securities convertible into any such
equity interests or any rights, warrants or options to acquire any
such equity interests or convertible securities, or (B) any other
securities in respect of, in lieu of, or in substitution for units
outstanding on the date hereof, (iii) purchased or otherwise
acquired, or proposed or offered to purchase or otherwise acquire,
any outstanding units or other securities, (iv) declared or paid any
dividend or distribution on any units or issued, authorized,
recommended or proposed the issuance of any other distribution in
respect of the units, whether payable in cash, securities or other
property, (v) authorized, recommended, proposed or announced an
agreement, or intention to enter into an agreement, with respect to
any merger, consolidation, liquidation or business combination, any
acquisition or disposition of a material amount of assets or
securities, or any release or relinquishment of any material
contract rights, or any comparable event, not in the ordinary course
of business, (vi) taken any action to implement such a transaction
previously authorized, recommended, proposed or publicly announced,
(vii) issued, or announced its intention to issue, any debt
securities, or securities convertible into, or rights, warrants or
options to acquire, any debt securities, or incurred, or announced
its intention to incur, any debt other than in the ordinary course
of business and consistent with past practice, (viii) authorized,
recommended or proposed, or entered into, any transaction which, in
our reasonable judgment, has or could have a Material Adverse Effect
on the value of your partnership or an adverse effect on the value
of the units in an amount in excess of 10% of the offer price per
unit, (ix) proposed, adopted or authorized any amendment of its
organizational documents, (x) agreed in writing or otherwise to take
any of the foregoing actions or (xi) been notified that any debt of
your partnership or any of its subsidiaries secured by any of its or
their assets is in default or has been accelerated; or

- a new tender or exchange offer for any units shall have been
commenced or publicly proposed to be made by another person or
"group" (as defined in Section 13(d)(3) of the Exchange Act), or the

-33-

consideration offered in any tender offer or exchange offer for any
units so commenced or publicly proposed is increased, or it shall
have been publicly disclosed or we shall have otherwise learned that
(i) any person or group shall have acquired or proposed or be
attempting to acquire beneficial ownership of more than five percent
of the units, or shall have been granted any option, warrant or
right, conditional or otherwise, to acquire beneficial ownership of
more than five percent of the units, other than acquisitions for
bona fide arbitrage purposes, or (ii) any person or group shall have
entered into a definitive agreement or an agreement in principle or
made a proposal with respect to a merger, consolidation or other
business combination with or involving your partnership; or

- the offer to purchase may have an adverse effect on AIMCO's status
as a REIT; or

- there would be 320 or fewer unitholders outstanding as a result of
the consummation of the offer.

The foregoing conditions are for our sole benefit and may be asserted by
us regardless of the circumstances giving rise to such conditions or may be
waived by us in whole or in part in our reasonable discretion. We will not
assert any of the conditions to the offer (other than those relating to
necessary governmental approvals) subsequent to the expiration of the offer, and
we will not delay payment subsequent to the expiration of the offer other than
in anticipation of receiving necessary government approvals. The failure by us
at any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right, the waiver of any such right with respect to any particular
facts or circumstances shall not be deemed a waiver with respect to any other
facts or circumstances and each right shall be deemed a continuing right which
may be asserted at any time permitted by the securities laws. If we waive or
amend any condition with respect to the tender of any unit, we will waive or
amend such condition as to the tenders of all units. We will not waive or amend
a material condition to the offer on the expiration date. If we waive or amend
any material conditions to our offer, we will notify you and, if necessary, we
will extend the offer period so that you will have at least five business days
from the date of our notice to withdraw your units. In interpreting these
conditions, we shall at all times comply with our obligations under the
securities laws, and where a condition is subject to our discretion or judgment,
we shall act as a reasonably prudent investor would act. If there is any
question as to whether a condition is satisfied or waived, then we will exercise
due care to ensure that the unitholders receive prompt notice of the failure of
any condition.

18. CERTAIN LEGAL MATTERS.

GENERAL. Except as set forth in this Section 18, we are not, based on
information provided by the affiliated general partners, aware of any licenses
or regulatory permits that would be material to the business of your
partnership, taken as a whole, and that might be adversely affected by our
acquisition of units as contemplated herein, or any filings, approvals or other
actions by or with any domestic or foreign governmental authority or
administrative or regulatory agency that would be required prior to the
acquisition of units by us pursuant to the offer, other than the filing of a
Tender Offer Statement on Schedule TO with the SEC (which has already been
filed) and any required amendments thereto. While there is no present intent to
delay the purchase of units tendered pursuant to the offer pending receipt of
any such additional approval or the taking of any such action, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to your partnership or its business, or that certain parts of its
business might not have to be disposed of or other substantial conditions
complied with in order to obtain such approval or action, any of which could
cause us to elect to terminate the offer without purchasing units thereunder.
Our obligation to purchase and pay for units is subject to certain conditions,
including conditions related to the legal matters discussed in this Section 18.

ANTITRUST. We are of the opinion that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is not applicable to the acquisition of
units contemplated by our offer.

MARGIN REQUIREMENTS. The units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to our offer.

STATE LAWS. We are not aware of any jurisdiction in which the making of
our offer is not in compliance with applicable law. If we become aware of any
jurisdiction in which the making of the offer would not be in

-34-

compliance with applicable law, we will make a good faith effort to comply with
any such law. If, after such good faith effort, we cannot comply with any such
law, the offer will not be made to (nor will tenders be accepted from or on
behalf of) limited partners residing in such jurisdiction. In those
jurisdictions with securities or blue sky laws that require the offer to be made
by a licensed broker or dealer, the offer shall be made on behalf of us, if at
all, only by one or more registered brokers or dealers licensed under the laws
of that jurisdiction.

19. FEES AND EXPENSES.

You will not pay any partnership transfer fees if you tender your units.
Except as set forth herein, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of units pursuant to the
offer. We have retained The Altman Group, Inc. to act as Information Agent in
connection with our offer. The Information Agent may contact holders of units by
mail, e-mail, telephone, telex, telegraph and personal interview and may request
brokers, dealers and other nominee limited partners to forward materials
relating to the offer to beneficial owners of the units. We will pay the
Information Agent reasonable and customary compensation for its services in
connection with the offer, plus reimbursement for out-of-pocket expenses, and
will indemnify it against certain liabilities and expenses in connection
therewith, including liabilities under the Federal securities laws. We will also
pay all costs and expenses of printing and mailing the offer and any related
legal fees and expenses.

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF US NOT CONTAINED HEREIN, IN THE ACKNOWLEDGMENT AND
AGREEMENT OR THE LETTER OF TRANSMITTAL ATTACHED AS ANNEX II AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

We have filed with the SEC a Tender Offer Statement on Schedule TO,
pursuant to Section 14(d)(1) and Rule 14d-3 under the Exchange Act, furnishing
certain additional information with respect to our offer, and may file
amendments thereto. The Schedules TO and any amendments, including exhibits, may
be inspected and copies may be obtained at the same place and in the same manner
as described in "The Offer-Section 13. Certain Information concerning your
Partnership--Additional Information concerning your Partnership."

The acknowledgment and agreement and any other required documents should
be sent or delivered by each limited partner or such limited partner's broker,
dealer, bank, trust company or other nominee to the Information Agent at its
address set forth below.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail, Overnight Courier or Hand Delivery:
1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071

By Facsimile:
(201) 460-0050

For information please call:
(800) 217-9608

-35-

ANNEX I

OFFICERS AND DIRECTORS

The names and positions of the executive officers of Apartment Investment
and Management Company ("AIMCO"); AIMCO-GP, Inc. ("AIMCO-GP"); and the general
partners of your partnership, are set forth below. The directors of AIMCO are
also set forth below. The two directors of AIMCO-GP are Terry Considine and
Peter Kompaniez. The directors of REEP are Terry Considine and Peter K.
Kompaniez. Unless otherwise indicated, the business address of each executive
officer and director is 4582 South Ulster Street Parkway, Suite 1100, Denver,
Colorado 80237. Each executive officer and director is a citizen of the United
States of America.

NAME POSITION
---- --------

Terry Considine...................... Chairman of the Board, Chief Executive Officer and President
Peter K. Kompaniez................... Vice Chairman of the Board
Jeffrey W. Adler..................... Executive Vice President -- Conventional Property Operations
Harry G. Alcock...................... Executive Vice President and Chief Investment Officer
Miles Cortez......................... Executive Vice President, General Counsel and Secretary
Joseph DeTuno........................ Executive Vice President -- Redevelopment
Randall J. Fein...................... Executive Vice President -- University Housing
Patti K. Fielding.................... Executive Vice President -- Securities and Debt
Thomas M. Herzog..................... Senior Vice President and Chief Accounting Officer
Lance J. Graber...................... Executive Vice President -- AIMCO Capital
Paul J. McAuliffe.................... Executive Vice President and Chief Financial Officer
Ronald D. Monson..................... Executive Vice President
James G. Purvis...................... Executive Vice President -- Human Resources
David Robertson...................... Executive Vice President; President and Chief Executive Officer -- AIMCO Capital
James N. Bailey...................... Director
Richard S. Ellwood................... Director
J. Landis Martin..................... Director
Thomas L. Rhodes..................... Director

Annex II - Page 1

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Terry Considine..................... Mr. Considine has been Chairman and Chief Executive Officer of AIMCO
and AIMCO-GP since July 1994. Mr. Considine serves as Chairman of
the Board of Directors of American Land Lease, Inc. (formerly Asset
Investors Corporation and Commercial Asset Investors, Inc.), another
public real estate investment trust. Mr. Considine has been and
remains involved as a principal in a variety of other business
activities.

Peter K. Kompaniez.................. Mr. Kompaniez has been Vice Chairman and a director of AIMCO since
July 1994 and was appointed President in July 1997. Mr. Kompaniez
has also served as Chief Operating Officer of NHP Incorporated,
which was acquired by AIMCO in December 1997. From 1986 to 1993, he
served as President and Chief Executive Officer of Heron Financial
Corporation ("HFC"), a United States holding company for Heron
International, N.V.'s real estate and related assets. While at HFC,
Mr. Kompaniez administered the acquisition, development and
disposition of approximately 8,150 apartment units (including 6,217
units that have been acquired by AIMCO) and 3.1 million square feet
of commercial real estate.

Jeffrey Adler....................... Mr. Adler was appointed Executive Vice President, Conventional
Property Operations in January 2003. Previously he served as Senior
Vice President of Risk Management of AIMCO from January 2002 until
November 2002, when he added the responsibility of Senior Vice
President, Marketing. Prior to joining AIMCO, Mr. Adler was Vice
President, Property/Casualty for Channelpoint, a software company
from 2000 to 2002. From 1990 to 2000 Mr. Adler held several
positions at Progressive Insurance including Colorado General
Manager from 1996 to 2000, Product Manager for Progressive Insurance
Mountain Division from 1992 to 1996, and Director of Corporate
Marketing from 1990 to 1992. Mr. Adler received a B.A. from Yale
University and a MBA from the Wharton School of the University of
Pennsylvania.

Harry G. Alcock..................... Mr. Alcock served as a Vice President of AIMCO from July 1996 to
October 1997, when he was promoted to Senior Vice President -
Acquisitions. Mr. Alcock served as Senior Vice
President-Acquisitions until October 1999, when he was promoted to
Executive Vice President and Chief Investment Officer. Mr. Alcock
has held responsibility for AIMCO's acquisition and financing
activities since July 1994. From June 1992 until July 1994, Mr.
Alcock served as Senior Financial Analyst for PDI and HFC. From
1988 to 1992, Mr. Alcock worked for Larwin Development Corp., a Los
Angeles-based real estate developer, with responsibility for raising
debt and joint venture equity to fund land acquisition and
development. From 1987 to 1988, Mr. Alcock worked for Ford
Aerospace Corp. He received his B.S. from San Jose State
University.

Annex II - Page 2

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Miles Cortez........................ Mr. Cortez was appointed Executive Vice President, General Counsel
and Secretary in August 2001. Since December 1997, Mr. Cortez has
been a founding partner and the senior partner of the law firm of
Cortez Macaulay Bernhardt & Schuetze LLC. From August 1993 to
November 1997, Mr. Cortez was a partner in the law firm of McKenna &
Cuneo, LLP. Mr. Cortez was the President of the Denver Bar
Association from 1982-1983; was Chairman of the Ethics Committee of
the Colorado Bar Association from 1977-1978, was President of the
Colorado Bar Association from 1996-1997, and was a member of the
American Bar Association House of Delegates from 1990-1995. Mr.
Cortez is a Life Fellow of the Colorado Bar Foundation and American
Bar Foundation. Mr. Cortez has been listed in the national
publication "The Best Lawyers in America" for business litigation
for the past ten years.

Joseph DeTuno....................... Mr. DeTuno was appointed Executive Vice President-Redevelopment of
AIMCO in February 2001. Mr. DeTuno has been Senior Vice
President-Property Redevelopment of AIMCO since August 1997. Mr.
DeTuno was previously President and founder of JD Associates, his
own full service real estate consulting, advisory and project
management company that he founded in 1990.

Randall J. Fein..................... Mr. Fein was appointed Executive Vice President in October 2003. He
is responsible for Student Housing. Prior to joining AIMCO, Mr.
Fein was president of the general partner of Texas First L.P. and
Income Apartment Investors L.P. Mr. Fein is a 1977 graduate of the
University of Texas at Austin. He also received a J.D. from the
University of Texas at Austin in 1980.

Patti K. Fielding................... Ms. Fielding was appointed Executive Vice President in February
2003. She is responsible for securities and debt financing and the
treasury department. From January 2000 to February 2003, Ms.
Fielding served as Senior Vice President - Securities and Debt. Ms.
Fielding joined the Company in February 1997 and served as Vice
President-Tenders, Securities and Debt until January 2002. Prior to
joining the Company, Ms. Fielding was a Vice President with Hanover
Capital Partners from 1996 to 1997, Vice Chairman, Senior Vice
President and Principal of CapSource Funding Corp from 1993 to 1995,
and Group Vice President with Duff & Phelps Rating Co. from 1987 to
1993.

Lance Graber........................ Mr. Graber was appointed Executive Vice President - Acquisitions in
October 1999. His principal business function is acquisitions.
Prior to joining AIMCO, Mr. Graber was an Associate from 1991
through 1992 and then a Vice President from 1992 through 1994 at
Credit Suisse First Boston engaged in real estate financial advisory
services and principal investing. He was a Director there from 1994
to May 1999, during which time he supervised a staff of seven in the
making of principal investments in hotel, multi-family and assisted
living properties. Mr. Graber received a B.S. and an M.B.A. from
the Wharton School of the University of Pennsylvania.

Annex II - Page 3

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Martha J. Long...................... Ms. Long has been with AIMCO since October, 1998 and served in
various capacities. From 1998 to 2001, she served as Senior Vice
President and Controller. During 2002 and 2003, she served as Senior
Vice President of Continuous Improvement. Most recently, she has
been named Chief Executive Officer of the general partner of AIMCO's
affiliated partnerships.

Paul J. McAuliffe................... Mr. McAuliffe has been Executive Vice President of AIMCO since
February 1999 and was appointed Chief Financial Officer in October
1999. Prior to joining AIMCO, Mr. McAuliffe was Senior Managing
Director of Secured Capital Corporation and prior to that time had
been a Managing Director of Smith Barney, Inc. from 1993 to 1996,
where he was a key member of the underwriting team that led AIMCO's
initial public offering in 1994. Mr. McAuliffe was also a Managing
Director and head of the real estate group at CS First Boston from
1990 to 1993 and he was a Principal in the real estate group at
Morgan Stanley & Co., Inc. from 1983 to 1990. Mr. McAuliffe
received a B.A. from Columbia College and an MBA from University of
Virginia, Darden School.

Ron Monson.......................... Mr. Monson was appointed Executive Vice President and Head of
Property Operations of AIMCO on February 6, 2001. Mr. Monson has
been with AIMCO since 1997 and was promoted to Divisional Vice
President in 1998. Prior to joining AIMCO, Mr. Monson worked for 13
years in operations management positions in the lawn care and
landscaping industries, principally with True Green/Chemlawn. Mr.
Monson received a Bachelor of Science from the University of
Minnesota and a Masters in Business Administration from Georgia
State University.

Jim Purvis.......................... Mr. Purvis was appointed Executive Vice President in February 2003.
He is responsible for AIMCO's Human Resources and People
Initiatives. Mr. Purvis has over 20 years of executive strategic
human resources experience. Prior to joining AIMCO, he was Vice
President, HR at SomaLogic, a privately funded biotechnology
company. He was a principal in O3C Global Organization Solutions,
and has held executive human resources and operations management
positions in ALCOA (Aluminum Company of America), Texas Air/ Eastern
Airlines, Starwood/Westin Hotels and Resorts, and
Tele-Communications (TCI) Technology, Inc. Mr. Purvis holds a BA
in communications and modern languages from the University of Notre
Dame.

David Robertson..................... Mr. Robertson was appointed Executive Vice President - Affordable
Properties in February 2002. He is responsible for affordable
property operations, refinancing and other value creation within the
Company's affordable portfolio. Prior to joining the Company, Mr.
Robertson was a member of the investment-banking group at Smith
Barney from 1991 to 1996, where he was responsible for real estate
investment banking transactions in the western United States, and
was part of the Smith Barney team that managed AIMCO's initial
public offering in 1994. Since February 1996, Mr. Robertson has
been Chairman and Chief Executive Officer of Robeks Corporation, a
privately held chain of specialty food stores.

Annex II - Page 4

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

James N. Bailey..................... Mr. Bailey was appointed a Director of AIMCO in June 2000. In 1973,
Cambridge Associates, Inc. Mr. Bailey co-founded Cambridge Associates, Inc., which is an
1 Winthrop Square, investment consulting firm for non-profit institutions and wealthy
Suite 500 family groups. He is also Co-Founder, Treasurer and Director of The
Boston, MA 02110 Plymouth Rock Company, Direct Response Corporation and Homeowners'
Direct Corporation, each of which is a United States personal lines
insurance company. He received his M.B.A. and J.D. degrees in 1973
from Harvard Business School and Harvard Law School.

Richard S. Ellwood.................. Mr. Ellwood was appointed a Director of AIMCO in July 1994 and is
12 Auldwood Lane currently Chairman of the Audit Committee and a member of the
Rumson, NJ 07660 Compensation Committee. Mr. Ellwood is the founder and President of
R.S. Ellwood & Co., Incorporated, a real estate investment banking
firm. Prior to forming R.S. Ellwood & Co., Incorporated in 1987,
Mr. Ellwood had 31 years experience on Wall Street as an investment
banker, serving as: Managing Director and senior banker at Merrill
Lynch Capital Markets from 1984 to 1987; Managing Director at
Warburg Paribas Becker from 1978 to 1984; general partner and then
Senior Vice President and a director at White, Weld & Co. from 1968
to 1978; and in various capacities at J.P. Morgan & Co. from 1955 to
1968. Mr. Ellwood currently serves as a director of Felcor Lodging
Trust, Incorporated and Florida East Coast Industries, Inc.

J. Landis Martin.................... Mr. Martin was appointed a director of AIMCO in July 1994 and became
199 Broadway Chairman of the Compensation Committee on March 19, 1998. Mr.
Suite 4300 Martin is a member of the Audit Committee. Mr. Martin has served as
Denver, CO 80202 President and Chief Executive Officer of NL Industries, Inc., a
manufacturer of titanium dioxide, since 1987. Mr. Martin has served
as Chairman of Tremont Corporation ("Tremont"), a holding company
operating though its affiliates Titanium Metals Corporation ("TIMET")
and NL Industries, Inc. ("NL"), since 1990 and as Chief Executive
Officer and a director of Tremont since 1988. Mr. Martin has served
as Chairman of TIMET, an integrated producer of titanium, since 1987
and Chief Executive Officer since January 1995. From 1990 until its
acquisition by a predecessor of Halliburton Company ("Halliburton")
in 1994, Mr. Martin served as Chairman of the Board and Chief
Executive Officer of Baroid Corporation, an oilfield services
company. In addition to Tremont, NL and TIMET, Mr. Martin is a
director of Halliburton, which is engaged in the petroleum services,
hydrocarbon and engineering industries, and Crown Castle
International Corporation, a communications company.

Annex II - Page 5

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Thomas L. Rhodes.................... Mr. Rhodes was appointed a Director of AIMCO in July 1994 and is a
215 Lexington Avenue member of the Audit and Compensation Committees. Mr. Rhodes has
4th Floor served as the President and a Director of National Review magazine
New York, NY 10016 since November 1992, where he has also served as a Director since
1998. From 1976 to 1992, he held various positions at Goldman, Sachs
& Co. and was elected a General Partner in 1986 and served as a
General Partner from 1987 until November 1992. He is currently
Co-Chairman of the Board, Co-Chief Executive Officer and a Director
of American Land Lease, Inc. He also serves as a Director of Delphi
Financial Group and its subsidiaries, Delphi International Ltd.,
Oracle Reinsurance Company and the Lynde and Harry Bradley
Foundation.

Annex II - Page 6

ANNEX II

LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN
SECURED INCOME L.P. (THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED SEPTEMBER 1, 2004 (THE "OFFER DATE")
BY
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT MIDNIGHT, NEW YORK TIME,
ON SEPTEMBER 29, 2004, UNLESS EXTENDED (AS EXTENDED FROM TIME TO TIME,
THE "EXPIRATION DATE")
- --------------------------------------------------------------------------------
TO PARTICIPATE IN THE OFFER, YOU MUST SEND A DULY COMPLETED AND EXECUTED COPY OF
THE ENCLOSED ACKNOWLEDGMENT AND AGREEMENT AND ANY OTHER DOCUMENTS REQUIRED BY
THIS LETTER OF TRANSMITTAL SO THAT SUCH DOCUMENTS ARE RECEIVED BY THE ALTMAN
GROUP, INC., THE INFORMATION AGENT, ON OR PRIOR TO THE EXPIRATION DATE, UNLESS
EXTENDED. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. DELIVERY OF THE
ACKNOWLEDGMENT AND AGREEMENT OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER
THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY.

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

IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP, PLEASE SEND IT TO THE INFORMATION
AGENT WITH THE ACKNOWLEDGMENT AND AGREEMENT.

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

FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THE ACKNOWLEDGMENT AND AGREEMENT, PLEASE CONTACT THE INFORMATION
AGENT AT (800) 217-9608 (TOLL FREE).

The Information Agent for the offer is:

THE ALTMAN GROUP, INC.

By Mail: By Overnight Courier: By Hand:

1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
(800) 217-9608 (800) 217-9608 (800) 217-9608

By Facsimile: By Telephone:

(201) 460-0050 TOLL FREE (800) 217-9608

NOTE: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE
ACKNOWLEDGMENT AND AGREEMENT IS COMPLETED.

Annex II - Page 1

Ladies and Gentlemen:

The Signatory (the "Signatory") executing the Acknowledgment and Agreement
relating to the captioned offer (the "Acknowledgment and Agreement"), which is
enclosed, upon the terms and subject to the conditions set forth in the offer to
purchase, hereby and thereby tenders to the Purchaser the units set forth in the
box entitled "Description of Units Tendered" on the Acknowledgment and
Agreement, including all interests represented by such units (collectively, the
"Units"), at the consideration indicated in the offer to purchase as
supplemented or amended. Capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed thereto in such Acknowledgment and
Agreement.

SUBJECT TO AND EFFECTIVE UPON ACCEPTANCE FOR CONSIDERATION OF ANY OF THE
UNITS TENDERED HEREBY AND THEREBY IN ACCORDANCE WITH THE TERMS OF THE OFFER TO
PURCHASE, THE SIGNATORY HEREBY AND THEREBY IRREVOCABLY SELLS, ASSIGNS,
TRANSFERS, CONVEYS AND DELIVERS TO, OR UPON THE ORDER OF, THE PURCHASER ALL
RIGHT, TITLE AND INTEREST IN AND TO SUCH UNITS TENDERED HEREBY AND THEREBY THAT
ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER TO PURCHASE, INCLUDING, WITHOUT
LIMITATION, (I) ALL OF THE SIGNATORY'S INTEREST IN THE CAPITAL OF THE
PARTNERSHIP, AND THE SIGNATORY'S INTEREST IN ALL PROFITS, LOSSES AND
DISTRIBUTIONS OF ANY KIND TO WHICH THE SIGNATORY SHALL AT ANY TIME BE ENTITLED
IN RESPECT OF HIS OWNERSHIP OF THE UNITS, INCLUDING, WITHOUT LIMITATION,
DISTRIBUTIONS IN THE ORDINARY COURSE, DISTRIBUTIONS FROM SALES OF ASSETS,
DISTRIBUTIONS UPON LIQUIDATION, WINDING-UP, OR DISSOLUTION, PAYMENTS IN
SETTLEMENT OF EXISTING OR FUTURE LITIGATION, DAMAGES PAID IN CONNECTION WITH ANY
EXISTING OR FUTURE LITIGATION AND ALL OTHER DISTRIBUTIONS AND PAYMENTS MADE FROM
AND AFTER THE EXPIRATION DATE, IN RESPECT OF THE UNITS TENDERED BY THE SIGNATORY
AND ACCEPTED FOR PAYMENT AND THEREBY PURCHASED BY THE PURCHASER; (II) ALL OTHER
PAYMENTS, IF ANY, DUE OR TO BECOME DUE TO THE SIGNATORY IN RESPECT OF THE UNITS,
UNDER OR ARISING OUT OF THE AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF
THE PARTNERSHIP (THE "PARTNERSHIP AGREEMENT"), OR ANY AGREEMENT PURSUANT TO
WHICH THE UNITS WERE SOLD (THE "PURCHASE AGREEMENT"), WHETHER AS CONTRACTUAL
OBLIGATIONS, DAMAGES, INSURANCE PROCEEDS, CONDEMNATION AWARDS OR OTHERWISE;
(III) ALL OF THE SIGNATORY'S CLAIMS, RIGHTS, POWERS, PRIVILEGES, AUTHORITY,
OPTIONS, SECURITY INTERESTS, LIENS AND REMEDIES, IF ANY, UNDER OR ARISING OUT OF
THE PARTNERSHIP AGREEMENT OR PURCHASE AGREEMENT OR THE SIGNATORY'S OWNERSHIP OF
THE UNITS, INCLUDING, WITHOUT LIMITATION, ANY AND ALL VOTING RIGHTS, RIGHTS OF
FIRST OFFER, FIRST REFUSAL OR SIMILAR RIGHTS, AND RIGHTS TO BE SUBSTITUTED AS A
LIMITED PARTNER OF THE PARTNERSHIP; AND (IV) ALL PAST, PRESENT AND FUTURE
CLAIMS, IF ANY, OF THE SIGNATORY WHETHER ON BEHALF OF THE PARTNERSHIP,
INDIVIDUALLY OR ON BEHALF OF A PUTATIVE CLASS (INCLUDING WITHOUT LIMITATION ANY
CLAIMS AGAINST LIMITED PARTNERS OF THE PARTNERSHIP, THE GENERAL PARTNER(S)
AND/OR ANY AFFILIATES THEREOF) UNDER, ARISING OUT OF OR RELATED TO THE
PARTNERSHIP AGREEMENT, THE PURCHASE AGREEMENT, THE SIGNATORY'S STATUS AS A
LIMITED PARTNER, THE TERMS OR CONDITIONS OF THE OFFER TO PURCHASE, THE
MANAGEMENT OF THE PARTNERSHIP, MONIES LOANED OR ADVANCED, SERVICES RENDERED TO
THE PARTNERSHIP OR ITS PARTNERS, OR ANY OTHER CLAIMS ARISING OUT OF OR RELATED
TO THE SIGNATORY'S OWNERSHIP OF UNITS IN THE PARTNERSHIP.

NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE SIGNATORY HEREBY AND THEREBY DIRECTS EACH GENERAL
PARTNER OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS
THE TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby and thereby,
the Signatory hereby requests that the Purchaser be admitted to the Partnership
as a limited partner under the terms of the Partnership Agreement. Upon request,
the Signatory will execute and deliver additional documents deemed by the
Information Agent or the Purchaser to be necessary or desirable to complete the
assignment, transfer and purchase of Units tendered hereby and thereby and will
hold any distributions received from the Partnership after the Expiration Date
in trust for the benefit of the Purchaser and, if necessary, will promptly
forward to the Purchaser any such distributions immediately upon receipt. The
Purchaser reserves the right to transfer or assign, in whole or in part,

Annex II - Page 2

from time to time, to one or more of its affiliates, the right to purchase Units
tendered pursuant to the offer to purchase, but any such transfer or assignment
will not relieve the Purchaser of its obligations under the offer to purchase or
prejudice the rights of tendering limited partners to receive payment for Units
validly tendered and accepted for payment pursuant to the offer to purchase.

By executing the enclosed Acknowledgment and Agreement, the Signatory
represents that either (i) the Signatory is not a plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section
2510.3-101 of any such plan, or (ii) the tender and acceptance of Units pursuant
to the offer to purchase will not result in a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.

The Signatory recognizes that under certain circumstances set forth in the
offer to purchase, the Purchaser may not be required to accept for consideration
any or all of the Units tendered hereby. In such event, the Signatory
understands that any Acknowledgment and Agreement for Units not accepted for
payment may be returned to the Signatory or destroyed by the Purchaser (or its
agent). THIS TENDER IS IRREVOCABLE, EXCEPT THAT UNITS TENDERED PURSUANT TO THE
OFFER TO PURCHASE MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE OR
ON OR AFTER NOVEMBER 1, 2004 IF UNITS VALIDLY TENDERED HAVE NOT BEEN ACCEPTED
FOR PAYMENT.

THE SIGNATORY HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
AFFILIATED GENERAL PARTNERS OF THE PARTNERSHIP AND THE AFFILIATED GENERAL
PARTNERS DO NOT MAKE ANY RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING UNITS IN THE OFFER TO PURCHASE. THE SIGNATORY HAS MADE HIS OR HER OWN
DECISION TO TENDER UNITS. THE SIGNATORY ALSO REPRESENTS AND WARRANTS THAT HE OR
SHE WAS ADVISED TO CONSULT AN ATTORNEY WITH RESPECT TO HIS OR HER DECISION
WHETHER TO TENDER HIS/HER INTEREST(S).

The Signatory hereby and thereby represents and warrants for the benefit
of the Partnership and the Purchaser that the Signatory owns the Units tendered
hereby and thereby and has full power and authority and has taken all necessary
action to validly tender, sell, assign, transfer, convey and deliver the Units
tendered hereby and thereby and that when the same are accepted for payment by
the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and such Units will not be subject to any adverse claims and
that the transfer and assignment contemplated herein and therein are in
compliance with all applicable laws and regulations.

All authority herein or therein conferred or agreed to be conferred shall
survive the death or incapacity of the Signatory, and any obligations of the
Signatory shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the Signatory.

The Signatory represents and warrants that, to the extent a certificate
evidencing the Units tendered hereby and thereby (the "original certificate") is
not delivered by the Signatory together with the Acknowledgment and Agreement,
(i) the Signatory represents and warrants to the Purchaser that the Signatory
has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise
disposed of any portion of the Units, (ii) the Signatory has caused a diligent
search of its records to be taken and has been unable to locate the original
certificate, (iii) if the Signatory shall find or recover the original
certificate evidencing the Units, the Signatory will immediately and without
consideration surrender it to the Purchaser; and (iv) the Signatory shall at all
times indemnify, defend, and save harmless the Purchaser and the Partnership,
its successors, and its assigns from and against any and all claims, actions,
and suits, whether groundless or otherwise, and from and against any and all
liabilities, losses, damages, judgments, costs, charges, counsel fees, and other
expenses of every nature and character by reason of honoring or refusing to
honor the original certificate when presented by or on behalf of a holder in due
course of a holder appearing to or believed by the Partnership to be such, or by
issuance or delivery of a replacement certificate, or the making of any payment,
delivery, or credit in respect of the original certificate without surrender
thereof, or in respect of the replacement certificate.

Annex II - Page 3

INSTRUCTIONS FOR COMPLETING THE ACKNOWLEDGMENT AND AGREEMENT

1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Acknowledgment and Agreement (or facsimile thereof) and any other required
documents must be received by the Information Agent at its address (or its
facsimile number) set forth herein before midnight, New York Time, on the
Expiration Date, unless extended. To ensure receipt of the Acknowledgment and
Agreement and any other required documents, it is suggested that you use
overnight courier delivery or, if the Acknowledgment and Agreement and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.

Our records indicate that you own the number of Units set forth in Box 2
entitled "Description of Units Tendered" on the Acknowledgment and Agreement
under the column entitled "Total Number of Units Owned (#)." If you would like
to tender only a portion of your Units, please so indicate in the space provided
in the box.

THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.

2. SIGNATURE REQUIREMENTS.

INDIVIDUAL AND JOINT OWNERS -- After carefully reading the Letter of Transmittal
and completing the Acknowledgment and Agreement, to tender Units, limited
partners must sign at the "X" in the Signature Box (Box 1) of the Acknowledgment
and Agreement. The signature(s) must correspond exactly with the names printed
(or corrected) on the front of the Acknowledgment and Agreement. NO SIGNATURE
GUARANTEE ON THE ACKNOWLEDGMENT AND AGREEMENT IS REQUIRED IF THE ACKNOWLEDGMENT
AND AGREEMENT IS SIGNED BY THE LIMITED PARTNER (OR BENEFICIAL OWNER IN THE CASE
OF AN IRA). If any tendered Units are registered in the names of two or more
joint owners, all such owners must sign the Acknowledgment and Agreement.

IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the beneficial
owner should sign in the Signature Box and no signature guarantee is required.
Similarly, no signature guarantee is required if Units are tendered for the
account of a bank, broker, dealer, credit union, savings association, or other
entity which is a member in good standing of the Securities Agents Medallion
Program or a bank, broker, dealer, credit union, savings association, or other
entity which is an "eligible guarantor institution" as the term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934 (each an "Eligible
Institution").

TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary or
representative capacity must sign at the "X" in the Signature Box and have their
signatures guaranteed by an Eligible Institution by completing the signature
guarantee set forth in Box 3 in the Acknowledgment and Agreement. If the
Acknowledgment and Agreement is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of a corporation, authorized partners of a
partnership or others acting in a fiduciary or representative capacity, such
persons should, in addition to having their signatures guaranteed, indicate
their title in the Signature Box and must submit proper evidence satisfactory to
the Purchaser of their authority to so act (see Instruction 3 below).

3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Acknowledgment and Agreement, additional documentation may be
required by the Purchaser under certain circumstances including, but not limited
to, those listed below. Questions on documentation should be directed to the
Information Agent at its telephone number set forth herein.

DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.

DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian
below).

-1-

EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents
for executor or administrator; and
(a) a copy of applicable provisions
of the will (title page,
executor(s)' powers, asset
distribution); or (b) estate
distribution documents.

ATTORNEY-IN-FACT -- Current power of attorney.

CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other
evidence of authority to act.
Partnerships should furnish a copy
of the partnership agreement.

TRUST/PENSION PLANS -- Unless the trustee(s) are named in
the registration, a copy of the
cover page of the trust or pension
plan, along with a copy of the
section(s) setting forth names and
powers of trustee(s) and any
amendments to such sections or
appointment of successor
trustee(s).

4. TAX CERTIFICATIONS. The limited partner(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the limited partner(s)'
taxpayer identification number ("TIN") and certify as true, under penalties of
perjury, the representations in Box 6 and Box 7 of the Acknowledgment and
Agreement. By signing the Signature Box, the limited partner(s) certifies that
the TIN as printed (or corrected) on Acknowledgment and Agreement in the box
entitled "Description of Units Tendered" and the representations made in Box 6
and Box 7 of the Acknowledgment and Agreement are correct. See attached
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for guidance in determining the proper TIN to give the Purchaser.

U.S. PERSONS. A limited partner that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic trust or
a domestic estate (collectively, "U.S. Persons"), as those terms are defined in
the Code, should follow the instructions below with respect to certifying Box 6
and Box 7 of the Acknowledgment and Agreement.

BOX 6 - SUBSTITUTE FORM W-9.

Part (i), Taxpayer Identification Number -- Tendering limited partners must
certify to the Purchaser that the TIN as printed (or corrected) on the
Acknowledgment and Agreement in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by the
Internal Revenue Service (the "IRS"), in addition to the limited partner being
subject to backup withholding.

Part (ii), Backup Withholding -- In order to avoid 28% Federal income tax backup
withholding, the tendering limited partner must certify, under penalty of
perjury, that such limited partner is not subject to backup withholding. Certain
limited partners (including, among others, all corporations and certain exempt
non-profit organizations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.

When determining the TIN to be furnished, please refer to the following as a
guide:

Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name appears first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian (not necessary
to provide).
Custodial accounts for the benefit of minors - should reflect the TIN of the
minor.
Corporations, partnership or other business entities - should reflect the TIN
assigned to that entity.

By signing the Signature Box, the limited partner(s) certifies that the TIN as
printed (or corrected) on the front of the Acknowledgment and Agreement is
correct.

-2-

BOX 7 - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each limited
partner transferring interests in a partnership with real estate assets meeting
certain criteria certify under penalty of perjury the representations made in
Box 7, or be subject to withholding of tax equal to 10% of the consideration for
interests purchased. Tax withheld under Section 1445 of the Code is not an
additional tax. If withholding results in an overpayment of tax, a refund may be
claimed from the IRS.

FOREIGN PERSONS -- In order for a tendering limited partner who is a Foreign
Person (i.e., not a U.S. Person, as defined above) to qualify as exempt from 28%
backup withholding, such foreign limited partner must submit a statement, signed
under penalties of perjury, attesting to that individual's exempt status. Forms
for such statements can be obtained from the Information Agent.

5. VALIDITY OF ACKNOWLEDGMENT AND AGREEMENT. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of an
Acknowledgment and Agreement and other required documents will be determined by
the Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for the Acknowledgment and Agreement) will be final and binding.
The Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall determine.
The Acknowledgment and Agreement will not be valid until any irregularities have
been cured or waived. Neither the Purchaser nor the Information Agent are under
any duty to give notification of defects in an Acknowledgment and Agreement and
will incur no liability for failure to give such notification.

6. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such person's
status as an assignee.

7. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to such
person will be deducted from the consideration unless satisfactory evidence of
the payment of such taxes or exemption therefrom is submitted.

8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of the
Acknowledgment and Agreement or if consideration is to be sent to someone other
than such signer or to an address other than that set forth on the
Acknowledgment and Agreement in the box entitled "Description of Units
Tendered," the appropriate boxes on the Acknowledgment and Agreement must be
completed.

-3-

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER - - Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.

- --------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE TAXPAYER IDENTIFICATION
NUMBER OF --
- --------------------------------------------------------------------------------------------------------------------

1. An individual account The individual

2. Two or more individuals (joint account) The actual owner of the account or, if combined
Funds, the first individual on the account

3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
Either person

4. Custodian account of a minor (Uniform Gift to The minor (2)
Minors Act)

5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor (1)

6. Account in the name of guardian or committee for a The ward, minor or incompetent person (3)
designated ward, minor or incompetent person (3)

7. a. The usual revocable savings trust account The grantor trustee (1)
(grantor is also trustee)

b. So-called trust account that is not a legal or The actual owner (1)
valid trust under state law

8. Sole proprietorship account The owner (4)

9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying number
of the personal representative or trustee unless the
legal entity itself is not designated in the account
title.) (5)

10. Corporate account The corporation

11. Religious, charitable, or educational The organization
organization account

12. Partnership account held in the name of the The partnership
business

13. Association, club, or other tax-exempt The organization
organization

14. A broker or registered nominee The broker or nominee

15. Account with the Department of Agriculture in The public entity
the name of a public entity (such as a State or
local government, school district, or prison)
that receives agricultural program payments

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.

(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.

(5) List first and circle the name of the legal trust, estate, or pension
trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

-1-

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9

OBTAINING A NUMBER -- If you do not have a taxpayer identification number
or you do not know your number, obtain Form SS-5, Application for a Social
Security Number Card (for individuals), or Form SS-4, Application for Employer
Identification Number (for businesses and all other entities), at the local
office of the Social Security Administration or the Internal Revenue Service and
apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments
include the following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.

- An international organization or any agency or instrumentality thereof.

- A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a) of the Code.

- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947 (a)(1).

- An entity registered at all times under the Investment Company Act of
1940.

- A foreign central bank of issue.

- A futures commission merchant registered with the Commodity Futures
Trading Commission.

Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441
of the Code.

- Payments to Partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.

- Payments of patronage dividends where the amount received is not paid in
money.

- Payments made by certain foreign organizations.

- Payments made to an appropriate nominee.

- Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include
the following:

- Payments of interest on obligations issued by individuals. NOTE: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

- Payments of tax exempt interest (including exempt interest dividends
under section 852 of the Code).

- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.

- Payments on tax-free covenant bonds under section 1451 of the Code.

- Payments made by certain foreign organizations.

- Payments of mortgage interest to you.

- Payments made to an appropriate nominee.

Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A of the Code.

PRIVACY ACT NOTICE - - Section 6109 of the Code requires most recipients
of dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether or
not recipients are required to file a tax return. Payers must generally withhold
28% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER - - If
you fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - - If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

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The Acknowledgment and Agreement and any other documents required by
the Letter of Transmittal should be sent or delivered by each limited partner or
such limited partner's broker, dealer, bank, trust company or other nominee to
the Information Agent at its address set forth below.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail: By Overnight Courier: By Hand:

By Facsimile: By Telephone:

(201) 460-0050 TOLL FREE (800) 217-9608

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