Portfolio Holdings

The Partnership intends to acquire up to four existing manufactured housing communities in three separate markets. As of July 1985, all were between 95% and 100% occupied and generating cash flow sufficient to pay investors a return of 10% of invested capital per year. There can be no assurance, however, that the properties will continue to generate income at this level or that this ocupancy rate will continue.

Assuming a maximum offering, the portfolio will contain the following properties:

• Aztec Estates: A 645-site property in Margate, Florida, in the Fort Lauderdale area
• Old Dutch Farms: A 300-site property in Novi, Michigan, in the Detroit vicinity
• Kings Manor: A 314-site property in metropolitan Fort Lauderdale
• Four Seasons: A 572-site property in Blaine, Minnesota, a suburb of Minneapolis/St. Paul

Portfolio Heading Period

The General Partner anticipates selling all the properties within approximately seven to ten years after acquisition, but retains the option of financing properties.

General Partner

P.I. Associates, a Michigan Limited Partnership and an affiliate of Uniprop, Inc., is the manager of the properties in the Fund.

Cash Distributions

It is an objective of the Partnership to begin quarterly cash distributions from operations at an annual rate equal to 10% of invested capital and seek to build on that rate over the life of the Partnership. Cash distributions from operations are expected to be partially sheltered from Federal income taxes.

Before operations start, the Limited Partners' capital will be held in escrow in interest-bearing U.S. Treasury bills. Cash distributions will begin 45 days after the end of the calendar quarter in which investors are admitted to the Partnership.

Distributions to Partners and Affiliates

Net Cash from Operations Each Year

1. 100% to the Limited Partners until they receive a 10% annual return plus any shortfall on a 9% cumulative annual return for all prior years.
   Then,
   
2. Cash distributions of up to 20% of net cash from operations to the General Partner, to the extent of available cash.
   Thereafter,
   
3. The remainder to the Limited Partners.

Sale or Financing Proceeds

1. 100% to the Limited Partners until they have recovered their adjusted capital contributions and any shortfall in their 9% cumulative return.
   Then,
   
2. The sellers of the properties, affiliates of the General Partner, receive a contingent purchase price due them on the properties.
   Thereafter,
   
3. 80% to the Limited Partners, 20% to the General Partner.

In most states, investors must have a gross annual income of at least $30,000 and a net worth (excluding home, furnishings, and automobiles) of at least $30,000; or a net worth (with the above exclusions) of at least $75,000. However, in California, investors must have a gross annual income of at least $50,000 and a net worth (with the above exclusions) of at least $50,000; or a net worth (with the above exclusions) of at least $200,000. Suitability requirements are also higher in the states of Illinois, Iowa, Maine, New Hampshire, New York, Pennsylvania, and South Carolina.  See the Prospectus.