Investment Objectives of Funds

For CNL Income Fund, Ltd. through CNL Income Fund VI, Ltd., the primary investment objectives were to preserve and protect Fund capital, while providing:

. the potential for increased income and protection against inflation through participation in the growth and sales of certain fast-food restaurant properties;

. the potential for capital appreciation through real estate ownership; and

. partially tax-sheltered cash distributions commencing in the initial year of operation.

For CNL Income Fund VII, Ltd. through CNL Income Fund XVIII, Ltd., the primary investment objectives were to preserve and protect Fund capital, while providing:

. cash distributions in the initial year of each Fund's operations in amounts that exceed current taxable income (due to the fact that depreciation deductions attributable to the restaurant properties reduce taxable income even though depreciation is not a cash expenditure);

. an anticipated minimum level of income through the long-term rental of restaurant properties to operators of national and regional restaurant chains;

. percentage rent payments and, typically, automatic increases in the minimum annual rent; and

. capital appreciation through the potential increase in the value of the restaurant properties.

Substantially all of the net proceeds from the offerings of the Units have been invested in real estate, except for amounts used as working capital. We believe that each Fund, including yours, has met its objectives of providing you and the other Limited Partners with increasing cash distributions from operations and preserving capital. We have not, however, previously sought to meet the Funds' investment objective of liquidating on favorable terms.

With respect to each Fund, we have set forth in the following table the age of the Fund relative to (i) the original term of the Fund as set forth in the applicable partnership agreement and (ii) the anticipated remaining holding period of the Fund's investments as set forth in the original offering materials.

                                                                      Years
                                                        Original   Remaining in
                                                       Anticipated   Original
                             Legal Life of Partnership   Holding   Anticipated
                                 Fund        Formed      Period      Holding
Fund                            (Years)     (Mo./Yr.)    (Years)      Period
----                         ------------- ----------- ----------- ------------
CNL Income Fund, Ltd. .....        40       Nov. 1985    7 to 15       0-1
CNL Income Fund II, Ltd. ..        40       Nov. 1986    7 to 15       0-2
CNL Income Fund III,
 Ltd. .....................        30       Jun. 1987    7 to 15       0-3
CNL Income Fund IV, Ltd. ..        30       Nov. 1987    7 to 15       0-3
CNL Income Fund V, Ltd. ...        30       Aug. 1988    7 to 12       0-1
CNL Income Fund VI, Ltd. ..        30       Aug. 1988    7 to 12       0-1
CNL Income Fund VII,
 Ltd. .....................        30       Aug. 1989    7 to 12       0-2
CNL Income Fund VIII,
 Ltd. .....................        30       Aug. 1989    7 to 12       0-2
CNL Income Fund IX, Ltd. ..        30       Apr. 1990    7 to 12       0-3
CNL Income Fund X, Ltd. ...        30       Apr. 1990    7 to 12       0-3
CNL Income Fund XI, Ltd. ..        40       Aug. 1991    7 to 12       0-4
CNL Income Fund XII,
 Ltd. .....................        40       Aug. 1991    7 to 12       0-4
CNL Income Fund XIII,
 Ltd. .....................        39      Sept. 1992    7 to 12       0-5
CNL Income Fund XIV,
 Ltd. .....................        39      Sept. 1992    7 to 12       0-5
CNL Income Fund XV, Ltd. ..        38      Sept. 1993    7 to 12       1-6
CNL Income Fund XVI,
 Ltd. .....................        38      Sept. 1993    7 to 12       1-6
CNL Income Fund XVII,
 Ltd. .....................        30       Feb. 1995    7 to 12       3-8
CNL Income Fund XVIII,
 Ltd. .....................        30       Feb. 1995    7 to 12       3-8

Our Efforts to Liquidate the Funds

Because, at their inception, we expected your Fund and the other Funds to hold their investments for a number of years after their formation, we, as the general partners of the Funds, did not make any efforts to sell the restaurant properties in the early years of the Funds' existence. Instead, we concentrated our initial efforts on making suitable investments for the Funds, consistent with the Funds' investment policies and restrictions, and managing the restaurant properties efficiently in order to maximize the cash flow from the restaurant

properties. As the contemplated period for liquidation of the restaurant properties approached, we began to explore the feasibility of selling the restaurant properties.

Since 1995, we have considered a variety of alternative approaches to liquidating certain Funds that have entered into their anticipated time frame for liquidation. Throughout this period, we also considered the possibility of selling individual restaurant properties to third parties. While some Funds have sold restaurant properties, we concluded that the process of selling the restaurant properties individually would take an extended period of time and that certain restaurant properties might be difficult to sell at fair prices. If we chose to sell the restaurant properties individually, the Funds would continue to be responsible during that process for all the costs of maintaining the Funds as public companies, including accounting and SEC reporting requirements and other administrative costs. We believe that the cost of operating the Funds over the time period necessary to sell the restaurant properties individually would ultimately reduce the net proceeds to you and the other Limited Partners.

From May 1992 through September 30, 1998, the Funds have sold 95 restaurant properties for total consideration of approximately $76.8 million. These sales were made in connection with the exercise of tenant purchase options and other opportunities deemed by us to be advantageous for a particular Fund.

We also considered the alternative of selling the entire portfolio of restaurant properties for a given Fund in either a bulk sale to an unaffiliated third party or in an orderly liquidation. This alternative was not pursued because we concluded that APF's offer would maximize the returns on your investment for the following reasons:

. APF is a growing, operating company in a business substantially similar to that of the Funds, and it also provides the value-added services of mortgage financing, site selection, real estate development and asset management for operators of national and regional restaurant chains;

. APF, through its acquisition of the Advisor, is most familiar with the characteristics of the Funds and their operations and is in the best position to value accurately each Fund's restaurant property portfolio;

. prior to listing on the NYSE, it is APF's strategy to increase substantially the size of its portfolio of restaurant properties through acquiring portfolios of restaurant properties similar to those owned by the Funds; and

. in our view, liquidation of the restaurant properties would be premature and could result in various adverse consequences. Specifically, we believe that (i) the liquidation valuation provided by Valuation Associates shows that the liquidation values of the Funds are lower than the value of the APF Shares, based on the Exchange Value, to be paid to the Funds in the Acquisition and (ii) an aggressive bulk sale of individual restaurant properties could result in significant discounts from appraised values while a gradual liquidation likely would involve higher administrative costs and greater uncertainty, either of which would reduce the portion of net sales proceeds available for distribution to you.

Chronology of the Acquisition

In December 1997, APF's management, which includes Messrs. Seneff and Bourne (each a general partner of the Funds), began exploring certain strategic alternatives designed to increase APF's stockholder value.

During the week of February 9, 1998, APF interviewed four prominent New York investment banking firms to advise APF regarding the possible implementation of one or more of the strategic alternatives.

During the week of February 16, 1998, APF interviewed four law firms, including Shaw Pittman, to advise APF regarding the legal consequences of implementing one or more of the strategic alternatives.

In early April 1998, APF's Board of Directors selected Shaw Pittman to represent APF in the implementation of one or more of the strategic alternatives, and APF's management narrowed the list of

investment banking firms that would potentially represent APF in the implementation of any strategic alternative to two, Merrill Lynch & Co. and Salomon Smith Barney.

On April 15, 1998, members of APF's management and representatives of Shaw Pittman met to discuss the structuring of particular strategic alternatives and the time tables necessary to implement such strategic alternatives.

On May 4, 1998, APF's Board of Directors decided to evaluate the implementation of one or more of the strategic alternatives. In addition to the members of the Board, representatives of Shaw Pittman were present at the meeting. Upon completion of the Board's discussion, the Board established a Special Committee of the Board of Directors to consider the implementation of any strategic alternative. The Special Committee consisted of Mr. G. Richard Hostetter, Dr. Richard C. Huseman and Mr. J. Joseph Kruse, each being an independent member of APF's Board of Directors having no financial interest in the implementation of any strategic alternative.

On May 4, 1998, the Special Committee met for the first time. In addition to the members of the Special Committee, representatives of Shaw Pittman, Merrill Lynch and Salomon Smith Barney were present at the meeting. The Special Committee heard presentations from representatives of Merrill Lynch and Salomon Smith Barney regarding their qualifications to advise the Special Committee on the merits of implementing one or more of the Strategic Alternatives, as described below. In addition to the oral presentations made by Merrill Lynch and Salomon Smith Barney, the Special Committee reviewed the written presentations prepared by the two other investment banking firms that APF's management had interviewed during the week of February 9.

The Special Committee also determined that it was in the best interests of APF to select Merrill Lynch and Salomon Smith Barney as their financial advisors for the purposes of determining whether to implement one or more of the following strategic alternatives (the "Strategic Alternatives"):

. continuing to operate APF in its ordinary course of business and consistent with past practice;

. considering whether APF should be acquired by a publicly-traded or private company;

. selling APF's entire real estate portfolio and subsequently liquidating;

. acquiring large real estate portfolios, including the Funds and eight CNL Income & Growth Funds (the "Growth Funds") and other affiliated entities which have comparable properties leased on a triple net basis;

. listing APF's stock on a national stock exchange or on an automated quotation system, and if so, when such listing should take place;

. becoming internally advised (i) by acquiring the Advisor, (ii) by acquiring an unaffiliated third-party advisor, (iii) by hiring the current management of the Advisor or (iv) by hiring new management;

. acquiring the CNL Restaurant Financial Services Group;

. acquiring CNL Advisory Services, Inc., an affiliate of Advisor that performs investment advisory services;

. acquiring CNL Restaurant Development, Inc., an affiliate of the Advisor, which provides real estate development services on behalf of the Advisor; and

. engaging in an underwritten public offering of its common stock subject to favorable market conditions concurrently with or shortly after APF lists its stocks on an exchange or on an automated quotation system.

On May 20, 1998, representatives of APF's management, including Mr. Bourne, Shaw Pittman, Merrill Lynch, Salomon Smith Barney and Rogers & Wells, counsel to Merrill Lynch and Salomon Smith Barney, met to discuss the various Strategic Alternatives and the time frames for implementation of any of the Strategic

Alternatives. Representatives at the meeting discussed extensively the structure of APF's potential acquisition of the Funds and the Growth Funds, with particular emphasis on the tax considerations to the limited partners of those funds. The advantages and disadvantages of three structures were discussed at length and are summarized as follows:

. Tax-Free OP Unit Structure. This structure would involve acquiring the Funds and the Growth Funds by exchanging units of limited partnership interest in the Operating Partnership for units of limited partnership in the Funds and the Growth Funds. A transaction structured in this manner would be tax free to the limited partners of the Funds and the Growth Funds, and the former limited partners would become limited partners of the Operating Partnership. The units of limited partnership of the Operating Partnership would be convertible on a one-for-one basis into APF Shares.

. Taxable Stock Structure. This structure would involve acquiring the Funds and the Growth Funds through the issuance of APF Shares. A transaction structured in this manner would be taxable to the limited partners of the Funds and the Growth Funds.

. Tax-Free NewCo Structure. This structure would involve forming a new company and combining APF, the Funds and the Growth Funds into the new company in exchange for shares of common stock of the new company. A transaction structured in this manner could be tax free to the limited partners of the Funds and the Growth Funds but would require that, immediately following the Acquisition, the limited partners own at least 80% of the total combined voting power of all classes of APF voting stock and at least 80% of the total number of APF Shares and that APF obtain a private letter ruling from the IRS regarding the tax-free nature of the transaction.

On June 10, 1998, the Special Committee met for the second time. In addition to the members of the Special Committee, representatives of APF management, Shaw Pittman, Merrill Lynch, Salomon Smith Barney and Rogers & Wells were present at the meeting. The primary purpose of the meeting was to obtain an update from Merrill Lynch and Salomon Smith Barney regarding their evaluation of and recommendation to implement the Strategic Alternatives.

On July 8, 1998, the Special Committee met for the third time by telephone. In addition to the members of the Special Committee, present by telephone at the meeting were representatives of APF management, Shaw Pittman, Merrill Lynch, Salomon Smith Barney and Rogers & Wells. The primary purpose of the meeting was to obtain an update from Merrill Lynch and Salomon Smith Barney regarding their evaluation of and recommendation to implement one or more of the Strategic Alternatives. Merrill Lynch and Salomon Smith Barney stated that they would be in a position by July 17th to present their analysis and conclusions of the Strategic Alternatives to the Special Committee.

On July 17, 1998, the Special Committee met for the fourth time. In addition to the members of the Special Committee, representatives of APF's management, including Messrs. Seneff and Bourne, Shaw Pittman, Merrill Lynch and Salomon Smith Barney were present at the meeting. Merrill Lynch and Salomon Smith Barney presented their analysis of the Strategic Alternatives which included the advantages and disadvantages of each Strategic Alternative and the methodologies employed to evaluate the Strategic Alternatives. After a lengthy discussion among the members of the Special Committee and representatives of Merrill Lynch and Salomon Smith Barney, Merrill Lynch and Salomon Smith Barney concluded that acquiring the Funds and Growth Funds, acquiring the CNL Restaurant Businesses and listing the APF Shares were the Strategic Alternatives most likely to maximize APF stockholder value. Mr. Hostetter, the Chairman of the Special Committee, suggested that the members of the Special Committee further consider Merrill Lynch's and Salomon Smith Barney's evaluation of the Strategic Alternatives and that the Special Committee reconvene on July 20.

On July 20, 1998, the Special Committee met for the fifth time by telephone. Representatives of Shaw Pittman participated by telephone. After discussing the Merrill Lynch and Salomon Smith Barney

recommendation, the Special Committee unanimously concluded that the best means to maximize stockholder value would be for APF to:

. significantly increase its size by acquiring from affiliates of the Advisor, including the Funds and the Growth Funds, portfolios of properties similar to those currently held by APF;

. become internally advised and acquire internal real estate development capability by acquiring the Advisor;

. expand its mortgage lending capabilities and develop securitization capabilities by acquiring the CNL Restaurant Financial Services Group; and

. list APF's common stock on a national stock exchange, if market conditions are favorable.

On July 24, 1998, the Special Committee presented its findings to APF's full Board of Directors and recommended that APF implement the selected Strategic Alternatives approved by the Special Committee at the July 20th meeting. Further, the Special Committee recommended that the Board evaluate the feasibility of engaging in an underwritten public offering of APF Shares concurrently with listing. After substantial discussion among the members of the Board, the Board of Directors unanimously recommended that APF implement the Strategic Alternatives. In addition, the Board unanimously recommended that Merrill Lynch be retained by APF to provide a fairness opinion to APF that the consideration to be paid by APF in connection with the implementation of any applicable Strategic Alternative would be fair to APF from a financial point of view.

During the week of September 7, 1998, representatives of APF management, Merrill Lynch, Salomon Smith Barney, Shaw Pittman, Rogers & Wells and PricewaterhouseCoopers LLP, APF's independent accountants, gathered for a two- day meeting to discuss the implementation of the Strategic Alternatives. During the first day of meetings, the primary focus emphasized the manner in which the Funds and the Growth Funds could be acquired. The principal structures discussed were the Tax-Free OP Unit Structure, the Taxable Stock Structure and the Tax-Free NewCo Structure (each of which are described above in the description of the May 20th meeting).

With respect to the Tax-Free OP Unit Structure, the representatives at the meeting discussed at length the benefits of providing the limited partners of the Funds and Growth Funds with a tax efficient transaction. However, because the number of limited partners of the Operating Partnership would likely exceed 100, and their partnership interests would be convertible into stock traded on an established securities market, the Operating Partnership would be deemed a "publicly-traded partnership" which would result in the imposition of additional restrictions on the manner in which APF could operate its business. The representatives were particularly concerned that APF may lose its ability to qualify as a REIT in the event that one or more of the restrictions imposed was violated. In addition, the fact that the Operating Partnership would have greater than 500 limited partners would impose additional reporting requirements under the SEC rules. While APF and its counsel could meet the SEC's reporting requirements, the representatives viewed the administrative burdens of compliance negatively, because in addition to complying with the SEC rules, APF would have the additional expense of providing IRS Forms K-1 to the limited partners of the Operating Partnership. The representatives also noted that, based on information from APF's management, the taxes that would likely be incurred by the Limited Partners of the Funds if the Taxable Stock Structure were used would not be substantial.

With respect to the Tax-Free NewCo Structure, representatives at the meeting discussed at length the ability to obtain a favorable private letter ruling from the IRS regarding the tax-free treatment of Tax-Free NewCo Structure and the delay that would be caused in the event that the IRS ruled against tax-free treatment or failed to provide a ruling in a timely manner. Certain representatives opined that the acquisition of the Advisor, the CNL Restaurant Financial Services Group and the Growth Funds for various technical reasons reduced, but did not eliminate, the likelihood of receiving a favorable ruling. Additionally, the representatives determined, based on information from APF's management, that the taxes to be imposed if the Taxable Stock Structure were used, would not be substantial for the Limited Partners of the Funds. Overall, while the

representatives viewed favorably the ability of APF to accomplish the Tax-Free NewCo Structure in a tax efficient manner for the limited partners of the Funds and the Growth Funds, the potential delay that might be incurred as a result of seeking a favorable ruling from the IRS and the complexity of describing the Tax-Free NewCo Structure was viewed negatively by the representatives.

With respect to the Taxable Stock Structure, the representatives at the meeting weighed the disadvantages of structuring the transaction as a taxable transaction for the limited partners. In evaluating the tax consequences to the limited partners, the representatives remarked that the taxable gain that would be recognized by the limited partners would not be significant for limited partners in most of the Funds and that a substantial number of limited partners in the Funds would incur no taxable gain because of their status as a tax- exempt entity. In addition, the representatives discussed the fact that a former limited partner would have the immediate opportunity to sell the APF Shares that he, she or it received on the open market in order to pay his, her or its tax liability, if the tax circumstances necessitated such a sale. The primary benefit discussed by the representatives was that the transaction was straightforward and immediately created a larger stockholder base in the APF Shares. In addition, the representatives noted that if the tax consequences were too severe for a particular Fund or Growth Fund, the limited partners had the option of rejecting the proposed Acquisition. Finally, the representatives noted that the acquisition costs and the future reporting costs of APF in structuring the transaction as either a Tax-Free OP Unit Structure or Tax-Free NewCo Structure versus a Taxable Stock Structure would be greater and therefore not in the best interests of APF's existing stockholders.

After the discussions of the advantages and disadvantages of each Strategic Alternative, the representatives selected the Taxable Stock Structure, which is the structure of the Acquisition.

The remaining portions of the meetings during the week of September 7, 1998 dealt primarily with valuation techniques and methodologies of the Funds and the CNL Restaurant Businesses and the timelines and responsibilities of each of the representatives.

On November 6, 1998, the members of the Special Committee met telephonically to discuss with members of APF's management and their legal counsel the status of determining the prices to be paid to the CNL Restaurant Businesses, the Funds and the Growth Funds in connection with the Acquisition. In addition, Shaw Pittman provided to the members of the Special Committee an oral summary by legal counsel on all significant matters regarding the progress of the proposed acquisition.

On November 16, 1998, the members of the Special Committee, members of APF's management, Merrill Lynch and Salomon Smith Barney met, some in Orlando and some telephonically, to discuss the status of determining the prices to be paid to the Funds in connection with the Acquisition and the methodologies utilized in determining the prices to be paid.

During the week of November 23, 1998, representatives of APF management, Merrill Lynch, Salomon Smith Barney, Shaw Pittman and PricewaterhouseCoopers gathered for a two-day meeting. The primary purpose of the meeting was to provide APF's legal, accounting and financial advisors with an overview (operational as well as financial) of the Advisor, the CNL Restaurant Financial Services Group and the Funds.

On December 1, 1998, the representatives discussed the viability of acquiring the Growth Funds. Because the Growth Funds produce income that would not be considered qualified REIT income and therefore could restrict APF's ability to qualify as a REIT, the inclusion of the Growth Funds in the Acquisition created additional complexities for APF. These complexities affected APF's ability to value the Growth Funds because, for federal tax purposes, certain assets would have to be held in entities that APF did not control and that were subject to federal corporate income tax. The inability imposed on APF to control these entities had a negative impact on APF's valuation of the Growth Funds. In addition, the costs of acquiring the Growth Funds were significantly greater than those of the Funds because APF would have to remove the assets that did not generate qualified REIT income out of the Growth Funds for inclusion in the entities not controlled by APF.

After considering the negative tax consequences to the limited partners of the Growth Funds as a result of utilizing the Taxable Stock Structure, the reduced valuation of the Growth Funds as a result of the necessity of placing certain assets in entities not controlled by APF and the additional costs to APF of removing the assets out of the Growth Funds for inclusion in the entities not controlled by APF, the representatives concluded that it would be in the best interests of APF's stockholders not to pursue the acquisition of the Growth Funds.

Following the decision to exclude the Growth Funds from the Acquisition, representatives of Merrill Lynch and Salomon Smith Barney presented their valuations of the Advisor, the CNL Restaurant Financial Services Group and the Funds to the members of the Special Committee and the full Board. At such time, the members of the Special Committee unanimously recommended to the full Board that the Board approve the Acquisition and that the consideration payable to the Funds be $600,000,000 or 60,000,000 APF Shares, based on the Exchange Value. The members of the full Board unanimously approved the Special Committee's recommendation.

On December 1, 1998, APF presented us with its offer to acquire the Funds for an aggregate of 60,000,000 APF Shares which APF valued at $600,000,000, based on the Exchange Value.

On January 27, 1999, the Special Committee of the Board of Directors received a counter-offer from us proposing an increase in the consideration payable to the Funds from $600,000,000 to $610,000,000 (or from 60,000,000 APF Shares to 61,000,000 APF Shares based on the Exchange Value). After discussing the proposed counter-offer, the Special Committee unanimously agreed to accept our proposal, provided that the fairness opinion from Merrill Lynch to be presented at the February 10, 1999 meeting of the Board of Directors supported the Special Committee's acceptance of the counter-offer of the consideration to be paid to the Funds and the Advisor based on the Exchange Value.

On February 10, 1999, Merrill Lynch provided an oral and written fairness opinion to the Special Committee stating that the aggregate consideration to be paid by APF for the Acquisition of the Funds was fair to APF from a financial point of view.

Background of Our Recommendation that the Funds be Acquired by APF

After APF's public announcement on July 27, 1998 that it intended to increase its portfolio of assets by acquiring affiliates of the Advisor, including the Funds, we anticipated that we might receive an offer from APF to purchase the Funds in the near future. As a result of this expectation, we began a search for outside legal counsel and investment bankers.

During August 1998, we interviewed two investment banking firms, including Legg Mason, to provide financial advice and to render fairness opinions to us in connection with the Acquisition.

In September 1998, we engaged Baker & Hostetler LLP as legal counsel to the Funds in the event APF offered to acquire one or more of the Funds.

In September 1998, we engaged Valuation Associates to (i) complete a restaurant property-by-restaurant property appraisal for each Fund, (ii) assist an investment banker retained by us, as the financial advisor to you and the provider of the fairness opinions, in reviewing the appraisals as they relate to the value of the number of APF Shares paid to each of the Funds and (iii) work with all parties involved in the Acquisition to fully explain its valuation methodologies and conclusions. In accordance with the engagement letter with Valuation Associates, each Fund will pay Valuation Associates between approximately $2,600 and $9,600, depending on the number of restaurant properties in the Fund.

In September 1998, we selected Legg Mason to provide financial advice and to provide the fairness opinions to the Funds. Legg Mason has received $5,000 from each Fund and will receive up to $25,000 from each Fund upon rendering its fairness opinion to each Fund and reimbursement of out-of-pocket expenses not to exceed $4,000 per Fund or $50,000 in the aggregate.

On November 21, 1998, Valuation Associates presented its appraisal reports to us with respect to each of the Funds.

On December 1, 1998, we received from APF's management a proposal to acquire for an aggregate of 60,000,000 APF Shares (based on the Exchange Value) all of the Funds.

On January 27, 1999, we submitted a counter-offer to the management of APF proposing an increase in the consideration payable to the Funds from an aggregate of 60,000,000 to 61,000,000 APF Shares, which APF valued as aggregate consideration of $610,000,000, based on the Exchange Value.

On January 27, 1999, we received from certain representatives of APF an acceptance of our counter-offer proposing an increase in the consideration payable to the Funds from $600,000,000 to $610,000,000 (or from 60,000,000 APF Shares to 61,000,000 APF Shares based on the Exchange Value), subject to Merrill Lynch's ability to render a fairness opinion at the February 10, 1999 meeting of the Board of Directors that supported the Special Committee's determination.

On March 10, 1999, Legg Mason rendered its opinions with respect to the fairness from a financial point of view of (a) the APF Shares offered with respect to the individual Funds, (b) the aggregate APF Shares offered with respect to the Funds and (c) the method of allocating the APF Shares among the Funds.

On March , we accepted APF's offer to acquire each of the Funds, subject to your approval, and proceeded to negotiate definitive acquisition agreements.

Our Reasons for Proposing the Acquisition

We are proposing that the Funds vote in favor of the Acquisition at this time for the following reasons:

. we believe that because the APF Shares will be listed on the NYSE, you and the other Limited Partners will receive the benefit of a public market valuation of real estate assets, which we believe is greater than the value you and the other Limited Partners would receive in a private market valuation with negotiated sales between private investors;

. we believe that APF's acquisition of the CNL Restaurant Businesses (which includes the Advisor) will be viewed positively and may result in a greater valuation of APF because investment analysts specializing in real estate securities in recent years have emphasized their strong preference for internally-advised REITs;

. although the originally contemplated time frame for liquidation of the restaurant properties of CNL Income Fund XV, Ltd. through CNL Income Fund XVIII, Ltd. was no earlier than the year 2000, based upon our contacts with representatives of investment banks and their observations of the changes in the market for real estate since the formation of the Funds, we determined that substantial benefits and cost savings would accrue to the partners in CNL Income Fund XV, Ltd. through CNL Income Fund XVIII, Ltd. if they were acquired along with CNL Income Fund, Ltd. through CNL Income Fund XIV, Ltd. which have already entered into the seven-to-12- year time frame anticipated for liquidation; and

. the APF Share consideration offered by APF to acquire the Funds is a firm offer which we believe is reasonable. In addition, we believe the APF Shares paid in the Acquisition may appreciate in value over time. As such, we believe that the Acquisition represents the best way to maximize your original investment in the Funds. In the event that we were to auction the Funds in an effort to receive a higher purchase price, there is a risk that there will be no interest in acquiring the Funds or that there will be an interest in only acquiring a portion of the Funds. If this were to happen, there is no guarantee that APF will subsequently attempt to acquire the Funds or if it does, that the purchase prices it offers for the Funds will be as great.

Therefore, we believe that the Acquisition by APF of all the Funds, rather than a liquidation, will result in the greatest possible value of the investment for you and the other Limited Partners.

Comparative Valuation Analysis

In assessing the fairness of the Acquisition, we relied on the appraisals prepared by Valuation Associates in connection with its engagement by us. Based on such information and certain other historical data of the Funds, we prepared a comparative valuation analysis, which supported our determination that the Acquisition is in the best interest of the Limited Partners of each of the Funds.

The following table summarizes the results of our comparative valuation analysis:

                           Original       Original                                                   Weighted
                           Limited    Limited Partner   Values of APF                   Estimated   Average per
                           Partner    Investments less   Shares Paid     Estimated     Liquidation    Average
                         Investments  any Distribution       per       Going Concern    Value per     $10,000
                           less any     of Net Sales   average $10,000   Value per       Average     Original
                         Distribution   Proceeds per   Limited Partner Average 10,000    $10,000      Limited
                         of Net Sales $10,000 Original    Original        Original      Original      Partner
Fund                     Proceeds(1)   Investment(1)    Investment(2)  Investment(3)  Investment(4) Investment
----                     ------------ ---------------- --------------- -------------- ------------- -----------
I....................... $12,597,200      $ 8,398          $ 7,611        $ 7,589        $ 7,030      $8,336
II......................  23,768,000        9,507            9,466          9,419          8,724       9,078
III.....................  23,522,253        9,409            8,237          8,214          7,650       9,104
IV......................  28,766,256        9,589            8,781          8,753          8,102       9,291
V.......................  23,161,673        9,265            8,103          8,085          7,520       9,316
VI......................  35,000,000       10,000           10,429         10,386          9,727       9,422
VII.....................  30,000,000       10,000           10,456         10,411          9,754       9,400
VIII....................  35,000,000       10,000           11,259         11,229         10,473       9,400
IX......................  35,000,000       10,000           10,356         10,311          9,650       9,400
X.......................  40,000,000       10,000           10,391         10,350          9,646       9,080
XI......................  40,000,000       10,000           10,759         10,730         10,000       9,230
XII.....................  45,000,000       10,000           10,400         10,357          9,500       9,180
XIII....................  40,000,000       10,000            9,594          9,571          8,672       9,000
XIV.....................  45,000,000       10,000            9,468          9,430          8,513       9,250
XV......................  40,000,000       10,000            9,222          9,182          8,290       8,640
XVI.....................  45,000,000       10,000            9,488          9,449          8,616       9,100
XVII....................  30,000,000       10,000            9,930          9,894          9,137       9,320
XVIII...................  35,000,000       10,000            9,315          9,284          8,569       9,280

We believe that the comparative valuation analysis, when considered together with the anticipated effect of the Acquisition and with all the other differences between continued ownership of Units as compared with the receipt of APF Shares, supports our recommendation in favor of the Acquisition.

OUR RECOMMENDATION AND FAIRNESS DETERMINATION

General

We believe the Acquisition to be fair to, and in the best interests of each of, the Funds and their respective Limited Partners. After careful evaluation, we have concluded that the Acquisition is the best way to maximize the value of your investment. We recommend that you and the other Limited Partners approve the Acquisition and receive APF Shares.

Based upon our analysis of the Acquisition, we believe that:

. the terms of the Acquisition are fair to you and the other Limited Partners; and

. after comparing the potential benefits and detriments of the Acquisition with those of several alternatives, the Acquisition is more economically attractive to you and the other Limited Partners than such alternatives.

Our beliefs are based upon our analysis of the terms of the Acquisition, an assessment of its potential economic impact upon you and the other Limited Partners, a consideration of the combinations that may result from the various options available to you and the other Limited Partners, a comparison of the potential benefits and detriments of the Acquisition and certain alternatives to the Acquisition and a review of the financial condition and performance of APF and the Funds and the terms of critical agreements, such as the Funds' partnership agreements.

We also believe that the Acquisition is procedurally fair for several reasons. First, with respect to each participating Fund, the Acquisition is required to be approved by Limited Partners holding a majority of the outstanding Units of such Fund and is subject to certain conditions. Second, all Limited Partners of Funds that approve the Acquisition and who vote against the Acquisition will be given the option of receiving APF Shares or the Cash/Note Option.

Although we believe the terms of the Acquisition are fair to you and the other Limited Partners, we have conflicts of interest with respect to the Acquisition. These conflicts include, among others, (i) our realization of substantial economic benefits upon completion of the Acquisition, and (ii) our relief from certain ongoing liabilities with respect to Funds that are acquired by APF. For a further discussion of the conflicts of interest and potential benefits of the Acquisition to the General Partners, see "Conflicts of Interest--Substantial Benefits to Related Parties." To see the actual benefits that we will receive if your Fund is acquired, please review your Supplement.

Material Factors Underlying Belief as to Fairness

The following is a discussion of the material factors underlying our belief that the terms of the Acquisition are fair as a whole to you and the other Limited Partners and maximizes the value of your investment.

1. Consideration Offered. We will be offered the same form of consideration in the Acquisition as the Limited Partners with respect to our capital interest in the Funds. We believe that the form and amount of consideration offered to us and the Limited Partners, including dissenting Limited Partners who select the Cash/Notes Option, constitute fair value. In addition, we compared the estimated values of the consideration which would have been received by you and the other Limited Partners in alternative transactions and concluded that the Acquisition is fair and is the best way to maximize return on your investment in light of the values of such consideration.

2. Similarity of Funds. We do not believe that there are any material differences among the Funds that would affect the fairness of the Acquisition to you or the other Limited Partners in any particular Fund. Substantially all of the assets of the Funds are restaurant properties leased on a triple-net basis which are similar in most respects, and the Funds have substantially the same capital structures. In addition, the investment objectives of each of the Funds are substantially the same.

The primary differences among the Funds are:

. Date of Formation. The Funds were formed at different times and, therefore, would have begun liquidation at different times. As a result, the Funds formed earlier have already sold some restaurant properties.

. Fund Structure. Although the Funds' partnership agreements have slightly different provisions with respect to allocations, distributions and fees, we believe the differences in such provisions are not substantial.

. Size and Diversity. Some of the Funds have purchased fewer properties and are less diverse with respect to the number of tenants and the geographic location and types of restaurant properties.

3. Independent Appraisals and Fairness Opinions. Our belief as to the fairness of the Acquisition as a whole and to the Limited Partners and our statements above regarding the material terms underlying our belief as to fairness are partially based upon the appraisals of each Fund's restaurant properties prepared by Valuation Associates and upon the fairness opinions provided by Legg Mason. We attributed significant weight to the appraisals of Valuation Associates and the fairness opinions of Legg Mason, which we believe support our conclusion that the Acquisition is fair to the Limited Partners. We do not know of any factors that would materially alter the conclusions made in the appraisals of Valuation Associates or the fairness opinions of Legg Mason, including developments or trends that have materially affected or are reasonably likely to materially affect such conclusions. We believe that the engagement of Valuation Associates to provide the appraisals of each Fund's restaurant properties and of Legg Mason to provide the fairness opinions assisted us in the fulfillment of our fiduciary duties to the Funds and the Limited Partners, notwithstanding that each of Valuation Associates and Legg Mason received fees for its services and notwithstanding that Legg Mason has previously provided investment banking services to the Funds and to Commercial Net Lease Realty, Inc., a former affiliate of ours. See "Reports, Opinions and Appraisals--Fairness Opinions." We note that because the acquisition of any one Fund is not a condition of the acquisition of any other Fund, the fairness opinions analyze each Fund separately, not in combination with other Funds. See "Reports, Opinions and Appraisals."

On rendering its opinions with respect to the fairness, from a financial point of view, with respect to (a) the APF Shares offered with respect to the individual Funds, (b) the aggregate APF Shares offered with respect to the Funds and (c) the method of allocating the APF Shares among the Funds, Legg Mason did not address or render any opinion with respect to, any other aspect of the Acquisition, including:

. the value or fairness of the Cash/Notes Option;

. the prices at which the APF Shares may trade following the Acquisition or the trading value of the APF Shares to be offered compared with the current fair market value of the Funds' portfolios or assets if liquidated in real estate markets;

. the tax consequences of any aspect of the Acquisition;

. the fairness of the amounts or allocation of Acquisition costs or the amounts of Acquisition costs allocated to the Limited Partners; or

. any other matters with respect to any specific individual partner or class of partners.

In addition, Legg Mason was not requested to, and did not, solicit the interest of any other party in acquiring interests in the Funds or their assets. Legg Mason's opinion also does not compare the relative merits of the Acquisition with those of any other transaction or business strategy which were or might have been considered by us as alternatives to the Acquisition.

Legg Mason's fairness opinion does not constitute a recommendation to you as to how to vote on the Acquisition or as to whether you should elect to receive the APF Share consideration or the Cash/Notes Option.

4. Valuation of Alternatives. Based on the appraisals of each Fund's restaurant properties prepared by Valuation Associates, we estimated the value of the Funds as going concerns and if liquidated. On the basis of these calculations, we believe that the ultimate value of the APF Shares will exceed the going concern value and liquidation value of each Fund.

5. Cash Available for Distribution Before and After the Acquisition. We believe the Acquisition will be accomplished without materially decreasing the aggregate cash available from operations otherwise payable to you and the other Limited Partners. The effect of the Acquisition and the cash available for distribution will vary, however, from Fund to Fund. In addition to the receipt of cash available for distribution, you and the other Limited Partners whose Funds are acquired will be able to benefit from the potential growth of APF as an operating company and will also receive investment liquidity through the public market in APF Shares.

6. Net Book Value of the Funds. We calculated the book value of the Funds under generally accepted accounting principles, or GAAP, as of September 30, 1998 per average $10,000 original investment. Since the calculation of the book value was done on a GAAP basis, it is primarily based on historical cost and, therefore, is not indicative of true fair market value of the Funds. This figure was compared to the (i) value of the Fund if it commenced an orderly liquidation of its investment portfolio on December 31, 1998, (ii) value of the Fund if it continued to operate in accordance with its existing partnership agreement and business plans, and (iii) estimated value of the APF Shares, based on the Exchange Value, paid to each Fund per average $10,000 invested.

                                                               Estimated
                                                             Value of APF
                                                              Shares per
                                                 Going      Average $10,000
                          GAAP Book Liquidation Concern    Original Limited
Fund                        Value    Value(1)   Value(1) Partner Investment(2)
----                      --------- ----------- -------- ---------------------
CNL Income Fund, Ltd. ...  $5,626     $ 7,030    $7,589         $7,611
CNL Income Fund II,
 Ltd. ...................   7,062       8,724     9,419          9,466
CNL Income Fund III,
 Ltd. ...................   6,396       7,650     8,214          8,237
CNL Income Fund IV,
 Ltd. ...................   6,810       8,102     8,753          8,781
CNL Income Fund V,
 Ltd. ...................   6,558       7,520     8,085          8,103
CNL Income Fund VI,
 Ltd. ...................   8,190       9,727    10,386         10,429
CNL Income Fund VII,
 Ltd. ...................   8,109       9,754    10,411         10,456
CNL Income Fund VIII,
 Ltd. ...................   8,848      10,473    11,229         11,259
CNL Income Fund IX,
 Ltd. ...................   8,418       9,650    10,311         10,356
CNL Income Fund X,
 Ltd. ...................   8,602       9,646    10,350         10,391
CNL Income Fund XI,
 Ltd. ...................   8,517      10,000    10,730         10,759
CNL Income Fund XII,
 Ltd. ...................   8,860       9,500    10,357         10,400
CNL Income Fund XIII,
 Ltd. ...................   8,520       8,672     9,571          9,594
CNL Income Fund XIV,
 Ltd. ...................   8,791       8,513     9,430          9,468
CNL Income Fund XV,
 Ltd. ...................   8,941       8,290     9,182          9,222
CNL Income Fund XVI,
 Ltd. ...................   8,752       8,616     9,449          9,488
CNL Income Fund XVII,
 Ltd. ...................   8,740       9,137     9,894          9,930
CNL Income Fund XVIII,
 Ltd. ...................   8,730       8,569     9,284          9,315

We do not know of any factors that may materially affect (i) the value of the consideration to be received by the Funds that are acquired in the Acquisition, (ii) the value of the Units for purposes of comparing the expected benefits of the Acquisition to the potential alternatives considered by us or
(iii) the analysis of the fairness of the Acquisition.

Relative Weight Assigned to Material Factors

We gave greatest weight to the factors set forth in paragraphs one through five above in reaching our conclusions as to the fairness of the Acquisition.

Fairness to Limited Partners Receiving APF Shares in the Acquisition

The APF Shares represent equity securities in APF permitting the holders of the APF Shares to participate in APF's potential growth. Thus, you, as a holder of APF Shares, will share in both the benefits and risks of an investment of APF. In addition, the APF Shares will be listed on the NYSE which will make an investment in the APF Shares a more liquid investment than an investment in the Units. See "Comparison of Units, Notes and APF Shares." On balance, we have concluded that the Acquisition is fair to the Limited Partners of each Fund who receive APF Shares because such investment has substantially more growth potential than an investment in the Units and the APF Shares will be a more liquid investment than an investment in the Units.

Fairness in View of Conflicts of Interest

We have fiduciary duties to you and the other Limited Partners. We are expected, in handling the affairs of the Funds, to exercise good faith, to use care and prudence and to act with a duty of loyalty to the Limited Partners. Under these fiduciary duties, we are obligated to ensure that the Funds are treated fairly and equitably in transactions with third parties, especially where consummation of such transactions may result in our interests being opposed to, or not totally aligned with, the interests of you and the other Limited Partners. To assist us in fulfilling our fiduciary obligations, we obtained fairness opinions from Legg Mason and the independent appraisals of Valuation Associates.

In considering the Acquisition, we gave full consideration to these fiduciary duties. However, the Acquisition affords us a number of benefits. We may be viewed as having a potential conflict of interest with you and the other Limited Partners with respect to matters, such as APF's acquisition of the Advisor. Furthermore, we will not have any personal liability for APF obligations and liabilities which occur after the Acquisition. See "Conflicts of Interest--Substantial Benefits to Related Parties" and "Reports, Opinions and Appraisals."

THE ACQUISITION

In order to effect the Acquisition of the Funds by APF or its subsidiaries, the Funds that vote in favor of the Acquisition will be merged with and into the Operating Partnership, which is a wholly-owned subsidiary of APF. As described above, you will receive APF Shares in exchange for your Units, not Operating Partnership units. Following is an overview of the principal components and other key aspects of the Acquisition, including the merger. We note, however, that the description herein is a summary, and we refer you to each of the Agreements and Plans of Merger by and between APF and each of the Funds (the "Merger Agreements"), the copy or copies of which for your Fund(s) is or are attached to the Supplement accompanying this Consent Solicitation as Appendix B, for a complete description of the merger of the Funds with and into the Operating Partnership. By this reference to the Merger Agreements, we are incorporating each of the Merger Agreements into this Consent Solicitation as required by the federal securities laws.

Conditions to Acquisition

We have established certain conditions that must be satisfied in order for the Acquisition to be consummated, including the following:

. the APF Shares must be listed on the NYSE prior to or concurrently with the consummation of the Acquisition;

. the stockholders of APF must have approved the amendment and restatement of APF's Articles of Incorporation to, among other things, increase the number of shares authorized to be issued by APF, at a special meeting of APF stockholders scheduled for , 1999.

. if fewer than all of the Funds approve the Acquisition, the receipt by APF of a fairness opinion from Merrill Lynch stating that the consideration payable to the approving Funds is fair to APF from a financial point of view.

It is presently APF's intention, upon listing of the APF Shares or shortly thereafter to undertake an underwritten public offering if market conditions permit. Such a public offering, however, is not a condition to closing of the Acquisition.

Merger Agreements

If your Fund approves the Acquisition, that approval also constitutes consent to the merger of the Fund with and into the Operating Partnership pursuant to the terms and conditions of the Merger Agreement into which your Fund enters. Each of the Merger Agreements generally provides that in accordance with its terms, the Florida Revised Uniform Limited Partnership Act
(1986) and the Delaware Revised Uniform Limited Partnership Act, at the time of filing of a merger certificate in each state, the Funds that approve the Acquisition will be merged with and into the Operating Partnership, and the Operating Partnership will continue as the surviving entity. At the time the merger occurs, all of the restaurant properties and other assets and the liabilities of each participating Fund will be deemed to have been transferred to the Operating Partnership.

If your Fund approves the Acquisition, it will also have consented to all actions necessary or appropriate to accomplish the Acquisition, provided that, with respect to certain Funds, a separate vote will be required to approve any required amendments to the partnership agreement governing that Fund. For information regarding whether your Fund's partnership agreement is being amended in connection with approval of the Acquisition, we encourage you to read the Supplement pertaining to your Fund that accompanies this Consent Solicitation.

Approval and Recommendation of the General Partners

We, as the general partners of the Funds, have unanimously approved the Acquisition. We believe that the terms of the Acquisition provide substantial benefits and are fair to you. As such, we recommend that you vote

"For" approval of the Acquisition. For a specific description of our analysis in reaching this recommendation, see "Our Recommendation and Fairness Determination." You are, however, urged to consider the risks described in "Risk Factors" and the comparison of an investment in the Funds versus an investment in APF in "Comparison of Ownership of Units, Notes and APF Shares." As we have already discussed, if your Fund elects to be acquired in the Acquisition, you will have tax consequences, if you are subject to federal income tax. Accordingly, we also recommend that you consult with your tax advisor prior to casting your vote.

Vote Required for Approval of the Acquisition

In order for APF to acquire your Fund, Limited Partners holding a majority of the outstanding Units of the Fund must vote in favor of the Acquisition. As long as a single Fund votes in favor of the Acquisition and all of the conditions to closing are met, the Acquisition will be consummated with respect to that Fund regardless of whether any other Fund votes in favor of the Acquisition.

Consideration

If your Fund is acquired by APF, you will receive APF Shares unless you vote against the Acquisition and affirmatively elect the Cash/Notes Option described below. If your Fund votes against the Acquisition, your Fund will continue as an independent entity which will contract with APF to provide restaurant property management services.

APF Shares. The consideration payable to each Fund will consist of APF Shares. The number of APF Shares that you will receive upon the consummation of the Acquisition will be in accordance with your Fund's partnership agreement which specifies how consideration is distributed to partners in the event of a liquidation of your Fund. In addition, in the event that your Fund approves the Acquisition, the aggregate number of APF Shares paid to your Fund will be reduced by your Fund's pro rata share of certain expenses of the Acquisition. You will receive APF Shares unless you vote "Against" the Acquisition and expressly elect to receive the Cash/Notes Option, in which case you would receive your portion of the purchase price in a payment of 10% cash and 90% Notes.

Cash/Notes Option. If your Fund votes in favor of and you have voted "Against" the Acquisition, but you do not wish to own APF Shares, you can elect the Cash/Notes Option. The payment received by you or other Limited Partners who elect the Cash/Notes Option will be equal to your portion of the amount that the Fund would receive upon an orderly liquidation of the restaurant properties over a 12 month period pursuant to the partnership agreement governing your Fund, as determined by Valuation Associates. Such liquidation will be lower than the value of the APF Shares, based on the Exchange Value, offered to your Fund in the Acquisition. If you properly elect to receive the Cash/Notes Option, you will receive (i) a cash payment equal to the value of 10% of this liquidation value, and (ii) Notes, the principal amount of which will be equal to 90% of this liquidation value. The Notes will bear interest at % annually and will mature on , 2006 redeemable at any time. The cash portion of the Cash/Notes Option will be paid by APF from cash reserves or from cash borrowing from APF's line of credit.

General Partners. We, as the general partners of the Funds (assuming that all of the Funds are acquired in the Acquisition), also will receive an estimated aggregate of 273,449 APF Shares as a result of our general partner interests in the Funds. The APF Shares allocated to your Fund will be issued to and allocated between you and the other Limited Partners (other than those Limited Partners that elected the Cash/Notes Option), and us in the same manner as net liquidation proceeds would be distributed under your Fund's partnership agreement as if your Fund's restaurant properties and other assets were sold and your Fund were distributing net liquidation proceeds in an amount equal to the value of the number of APF Shares paid to each Fund by APF. For a discussion of the portion of the consideration payable to us if your Fund is acquired, see the Supplement accompanying this Consent Solicitation.

Estimated Value of APF Shares Payable to Funds

The following table sets forth, for each Fund (i) the aggregate amounts of original limited partners investments in each Fund less any distributions of net sales proceeds paid to the limited partners of that Fund, (ii) the original limited partners investments in each Fund less any distributions of net sales proceeds per average $10,000 invested, (iii) the estimated total number of APF Shares to be paid to that Fund, (iv) the estimated value of APF Shares payable to that Fund based on the Exchange Value, (v) the estimated Acquisition expenses payable by each Fund, (vi) the estimated value of APF Shares based on the Exchange Value after Acquisition expenses and (vii) the estimated value, based on the Exchange Value of APF Shares per average $10,000 of original investment by you and the other Limited Partners of your Fund.

                                         Original
                                          Limited
                                          Partner
                                        Investments
                           Original      less any
                            Limited    Distributions
                            Partner    of Net Sales  Number of                                            Estimated Value
                          Investments  Proceeds per     APF     Estimated                                of APF Shares per
                           less any       Average     Shares    Value of                Estimated Value   Average $10,000
                         Distributions    $10,000     Offered  APF Shares   Estimated    of APF Shares   Original Limited
                         of Net Sales    Original       to     Payable to  Acquisition after Acquisition      Partner
Fund                      Proceeds(1)  Investment(1)  Fund(2)    Fund(3)    Expenses      Expenses(3)      Investment(3)
----                     ------------- ------------- --------- ----------- ----------- ----------------- -----------------
I.......................  $12,597,200     $8,398     1,157,759 $11,577,590  $161,000      $11,416,590         $7,611
II......................   23,768,000      9,507     2,393,267  23,932,670   267,731       23,664,939          9,466
III.....................   23,522,253      9,409     2,082,901  20,829,010   237,562       20,591,448          8,237
IV......................   28,766,256      9,589     2,668,016  26,680,160   338,472       26,341,688          8,781
V.......................   23,161,673      9,265     2,049,031  20,490,310   232,046       20,258,264          8,103
VI......................   35,000,000     10,000     3,730,388  37,303,880   426,713       36,877,167         10,429
VII.....................   30,000,000     10,000     3,202,371  32,023,710   336,341       31,687,369         10,456
VIII....................   35,000,000     10,000     4,042,635  40,426,350   472,595       39,953,755         11,259
IX......................   35,000,000     10,000     3,700,097  37,000,970   420,663       36,580,307         10,356
X.......................   40,000,000     10,000     4,243,243  42,432,430   482,089       41,950,341         10,391
XI......................   40,000,000     10,000     4,394,196  43,941,960   485,944       43,456,016         10,759
XII.....................   45,000,000     10,000     4,768,496  47,684,960   532,871       47,152,089         10,400
XIII....................   40,000,000     10,000     3,886,185  38,861,850   486,515       38,375,335          9,594
XIV.....................   45,000,000     10,000     4,313,041  43,130,410   524,930       42,605,480          9,468
XV......................   40,000,000     10,000     3,733,901  37,339,010   450,338       36,888,672          9,222
XVI.....................   45,000,000     10,000     4,320,947  43,209,470   515,521       42,693,949          9,488
XVII....................   30,000,000     10,000     3,014,377  30,143,770   353,644       29,790,126          9,930
XVIII...................   35,000,000     10,000     3,299,149  32,991,490   390,024       32,601,466          9,315

No Fractional APF Shares

No fractional APF Shares will be issued by APF in the Acquisition. Each Limited Partner who would otherwise be entitled to fractional APF Shares will receive one APF Share for each fractional APF Share of 0.5 or greater. No APF Shares will be issued for fractional APF Shares of less than 0.5. The maximum amount which a Limited Partner could forfeit if such Limited Partner's fractional share was 0.49 is approximately $4.90 (on a per Limited Partner, not a per Unit, basis), assuming the Exchange Value.

Effect of the Acquisition on Limited Partners Who Vote Against the Acquisition

If you vote "Against" the Acquisition, you do not have a statutory right to elect to be paid the appraised value of your interest in the Fund. If you vote "Against" the Acquisition, you do have the right to elect the Cash/Notes Option if your Fund otherwise approves the Acquisition. Under this option you would receive (i) a payment in cash equal to 10% of the amount that you would be paid upon an orderly liquidation of the Fund's restaurant properties and (ii) Notes, the principal amount of which would be equal to 90% of the amount that you would be paid upon an orderly liquidation of the Fund's restaurant properties. The terms of the Notes are described in more detail under "Description of Notes" on page 133. The liquidation valuation amount for your Fund is the amount estimated by Valuation Associates as set forth in the Supplement accompanying this Consent Solicitation. Holders of the Notes will be entitled to receive only the principal and interest payments required by the terms of the Notes and will not have the rights of APF stockholders to participate in APF's dividends and distributions or in any growth in the value of APF's stockholders' equity.

Effect of Acquisition on Funds Not Acquired

If APF does not acquire your Fund in the Acquisition, it will continue to operate as a separate limited partnership with its own assets and liabilities. There will be no change in the investment objectives of the Fund, and the Fund will remain subject to the terms of its partnership agreement. Since APF acquired the Advisor in its acquisition of the CNL Restaurant Businesses, APF has assumed all of the management functions formerly performed by the Advisor for the Funds. Thus, for any Funds not acquired in the Acquisition, APF will provide such management functions.

Acquisition Expenses

If APF acquires your Fund in the Acquisition, your Fund will pay a portion of the transaction costs as reflected in the Supplement attached to this Consent Solicitation. The number of APF Shares that you receive will reflect a reduction for your Fund's expenses of the Acquisition.

If your Fund votes "Against" the Acquisition, then your Fund will bear the portion of its Acquisition expenses based upon the percentage of votes "For" the Acquisition, and we, as the general partners of the Fund, will bear the portion of such Acquisition expenses based upon the percentage of votes "Against" the Acquisition, plus any abstentions.

Accounting Treatment

The Acquisition will be accounted for as a purchase under GAAP.

BENEFITS OF THE ACQUISITION

The Acquisition is being proposed at this time because we believe that the expected benefits of the Acquisition outweigh the risks of the Acquisition, as set forth in "Risk Factors" above, and we believe that it is the best way for you to maximize returns on your investment. The expected benefits include the following:

. Growth Potential. We believe that there is greater potential for increased distributions to you as an APF stockholder and for appreciation in the price of your APF Shares than there would be for you as a Limited Partner of your Fund holding Units. This growth potential results from future acquisitions of additional restaurant properties, making mortgage loans and engaging in financing activities. In addition, as a result of APF's acquisition of the Advisor, we believe that the value of APF Shares will be enhanced because, as discussed above, the investing public prefers internally-advised REITs. We believe that substantial opportunities currently exist to acquire additional restaurant properties at attractive prices and to make mortgage loans on favorable terms. Your Fund cannot take advantage of such opportunities because its partnership agreement generally restricts it from borrowing, making additional acquisitions, developing restaurant properties and making mortgage loans. In addition, because APF can use cash, APF Shares or indebtedness to acquire additional restaurant properties, APF will have a greater degree of flexibility in making future acquisitions on advantageous economic terms. APF may also take advantage of its structure as an umbrella partnership REIT, or an UPREIT, to acquire additional portfolios of restaurant properties by using, as consideration, units of its Operating Partnership. The use of Operating Partnership units enables APF to make certain acquisitions in a structure that permits the seller to defer the federal taxes due on the sale while providing to sellers the same opportunities to participate in APF's growth as the holders of APF Shares have. This ability gives APF a tremendous advantage over other potential acquirors who do not have the option of using partnership units, but instead may only acquire these portfolios in a taxable manner using cash or capital stock, particularly in instances where the sellers would have to recognize a substantial amount of taxable gain as a result of the transaction. Also, APF's ability to acquire portfolios in a manner that is tax-deferred for the seller may allow APF to pay less consideration than would otherwise be necessary in a taxable transaction due to the seller's ability to control the timing of its gain recognition. We believe that as a result of its publicly traded equity securities, large base of assets and ability to incur indebtedness, APF will have substantial access to the capital necessary for funding its operations, consummating future acquisitions and making mortgage loans on attractive terms. However, APF currently intends to maintain a ratio of total indebtedness to total assets of not more than 45%.

. Risk Diversification. The combination of the restaurant properties owned by the Funds with APF's existing restaurant properties, as well as future property acquisitions made by APF, will diversify your investment over a larger number of properties, a broader group of restaurant types and tenants and geographic locations. As of September 30, 1998, 93% of APF's financing relationships were directly with the franchisor of the restaurant chain or with one of the top five franchisees of a particular restaurant chain (based on sales). Your investment also will become more diversified because a portion of your investment in APF would be represented by the mortgage loans that APF makes and by its other financing activities. Your investment will also change from being an interest in a static, finite-life entity to an investment in a growing operating company. This diversification will reduce the dependence of your investment upon the performance of, and the exposure to the risks associated with, the particular group of restaurant properties currently owned by your Fund.

. Operational Economies of Scale. The combination of the Funds into the business already owned by APF will result in administrative and operational economies of scale and cost savings for APF. Particularly because the Funds are all public entities subject to the SEC's reporting requirements, the combination of the Funds into a single public company in APF would save compliance costs. In addition, if your Fund is acquired, we will no longer have to supply a Schedule K-1 to you and each of the other Limited Partners for your tax reporting which generally was provided to you each February. You will instead receive a Form 1099-DIV, a much simpler reporting form, which will be provided each January.

. Liquidity. We believe the Acquisition provides you with liquidity of your investment (which means your APF Shares would be freely tradable) for two reasons. First, the market for the Units you own is very limited because the Units are not listed on an exchange and, therefore, a potential buyer has no real basis upon which to value the Units. Because your Fund's partnership agreement contains limitations on the transfer of your Units, you may not be able to sell your Units even if you were able to locate a willing buyer. As a stockholder of APF, you will own APF Shares which will be listed on the NYSE, and therefore publicly valued, and there will be no restrictions on your ability to sell the APF shares you own. Second, as a holder of Units that are non-tradable, the pool of potential buyers for your Units is limited and, to the extent that there is a willing buyer, the buyer would likely acquire your Units at a substantial discount. As a holder of APF Shares and assuming APF acquires all of the Funds, you will be a stockholder of a company that will have total assets of approximately $1.5 billion and more than 60,000 stockholders and is expected to be one of the largest triple-net lease REITs in the United States. Concurrently with or shortly following the Acquisition, APF intends to engage in an underwritten public offering, if market conditions permit. Such a public offering would promote a following of APF by market analysts and institutional interest in APF which, in turn, could further enhance the liquidity of the APF Shares.

. Future Development and Mortgage Loan Opportunities. As a result of APF's acquisition of the CNL Restaurant Businesses, APF acquired restaurant property development capabilities and expanded its mortgage origination, securitization and servicing capabilities. Because APF has acquired these capabilities, APF now has an additional pool of operators of national and regional restaurant chains to which it can offer triple-net lease and mortgage loan financing. APF's current financing commitments with operators of national and regional restaurant chains either through triple-net lease financing or mortgage loan financing are $333 million. APF is now in the position to capitalize on these mortgage commitments and the corresponding potential to grow the restaurant development and mortgage financing businesses in the future. In addition, we believe APF's relationship with CNL Advisory Services, Inc. ("CAS") will enhance APF's financing business. CAS provides merger, acquisition, divestiture and strategic planning services to operators of national and regional restaurant chains which desire to grow or streamline their business operations. For the nine months ending September 30, 1998, CAS negotiated the acquisition of 24 restaurant properties having an aggregate purchase price of in excess of $37.6 million. CAS has granted to APF the right of first refusal to provide triple-net lease or mortgage loan financing to CAS' clients. We believe this represents an additional pipeline of potential customers to which APF can target its financial products.

. Possible Premium Pricing. We believe that the likely value of the APF Shares will be higher than the likely return of capital if the Funds' restaurant properties were sold on an individual basis and the Funds were liquidated at this time.

. Public Market Valuation of Assets. We believe that the public market valuations of the equity securities of many publicly-traded real estate companies, including REITs that focus on the restaurant industry, are in part based on the growth potential of such companies and have historically exceeded the net book values of their real estate assets. You should be aware, however, that the APF Shares may not trade at a premium to the net book values of the Funds, and, to the extent the APF Shares do trade at a premium, that the relative pricing differential may change or be eliminated in the future.

. Regular Quarterly Cash Distributions. We expect that APF will make regular quarterly cash distributions to its stockholders. While these distributions may not be higher than certain of the Funds' current distributions, the ability to receive distributions quarterly and in regular amounts would be enhanced, because, unlike the Funds, APF will have the ability to increase its portfolio of assets from which income will be derived.

. Greater Access to Capital. With publicly-traded equity securities, access to debt financing, a larger base of assets and a greater equity value than any of the Funds individually, APF expects to have

greater access to the capital necessary for funding its operations and consummating acquisitions on more attractive terms than would be available to any of the Funds individually. Also, APF's UPREIT structure with the Operating Partnership provides it with additional potential access to capital through the sale of the Operating Partnership's units. This greater access to capital should provide greater financial stability to APF.

. Greater Reduction of Conflicts of Interest. APF will be operated as an internally-advised REIT with management employed by APF, thereby eliminating fees paid to the Advisor, reducing various conflicts of interest and creating an alignment of the interests of the stockholders and management. The persons engaged to manage APF will be directly accountable to APF. They will not be employees of a separate management company or investment advisor whose activities could be determined by objectives and goals inconsistent with APF's financial objectives. Management will owe its duty of loyalty only to APF. The incorporation of all aspects of the REIT's management into APF assures a commitment to hands-on management. By contrast, externally-advised limited partnerships and REITs may have no such commitment from a management team to focus exclusively on their portfolios.

CONFLICTS OF INTEREST

Affiliated General Partners

As the general partners of the Funds, we each have an independent obligation to assess whether the terms of the Acquisition are fair and equitable to the Limited Partners in each Fund without regard to whether the Acquisition is fair and equitable to any of the other participants (including the Limited Partners in other Funds). James M. Seneff, Jr. and Robert A. Bourne act as the individual general partners of all of the Funds and also as members of the Board of Directors of APF. While Messrs. Seneff and Bourne have sought faithfully to discharge their obligations to each Fund, there is an inherent conflict of interest in serving, directly or indirectly, in a similar capacity with respect to all of the other Funds and also on APF's Board of Directors.

Substantial Benefits to General Partners

As a result of the Acquisition (assuming all of the Funds are acquired), we expect to receive certain benefits. These benefits include:

. With respect to our ownership in the Funds, we may be issued up to an estimated aggregate of 273,499 APF Shares in accordance with the terms of the Funds' partnership agreements. The 273,499 APF Shares issued to us will have an estimated value, based on the Exchange Value, of approximately $2,734,990.

. James M. Seneff, Jr. and Robert A. Bourne (your individual general partners), will also continue to serve as directors of APF with Mr. Seneff serving as Chairman of APF and Mr. Bourne serving as Vice- Chairman. Furthermore, they will be entitled to receive performance-based incentives, including stock options under APF's 1999 Performance Incentive Plan or any other such plan approved by the stockholders. The benefits that may be realized by Messrs. Seneff and Bourne are likely to exceed the benefits that they would expect to derive from the Funds if the Acquisition does not occur.

COMPARISON OF OWNERSHIP OF UNITS, NOTES AND APF SHARES

The information below highlights a number of the significant differences between the Funds and APF relating to, among other things, form of organization, investment objectives, policies and restrictions, asset diversification, capitalization, management structure, compensation and fees and investor rights, and compares certain legal rights associated with the ownership of Units, Notes and APF Shares (assuming APF's stockholders approve certain amendments to APF's Articles of Incorporation). We have included these comparisons to assist you in understanding how your investment will be changed if, as a result of the Acquisition, your Units are exchanged for APF Shares or Notes, if you are eligible for and choose, the Cash/Notes Option. This discussion is only a summary and does not constitute a complete discussion of these matters, and we strongly encourage you to carefully review the balance of this Consent Solicitation as well as the accompanying Supplement for additional important information.

                Funds                                      APF
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Each of the Funds is a Florida            APF is a Maryland corporation which
limited partnership. The Funds'           has qualified as a REIT during 1995,
primary business is to invest in          1996, 1997 and 1998 and expects to
fast-food, family-style and casual        continue to qualify as a REIT under
dining restaurant properties. The         the Code. APF's primary business,
Funds lease the restaurant                like the Funds, is the ownership and
properties on a triple-net lease          management of restaurant properties
basis to operators of national and        leased to operators of national and
regional restaurant chains.               regional restaurant chains on a
                                          triple-net lease basis. Upon APF's
                                          acquisition of the CNL Restaurant
                                          Businesses described on page 95, APF
                                          became a full-service REIT with the
                                          ability to offer a complete range of
                                          restaurant property services to
                                          prospective operators of national
                                          and regional restaurant chains, from
                                          mortgage loan financing, triple net
                                          lease financing and securitizing
                                          mortgage loans to site selection and
                                          development.

APF will have broader business opportunities than your Fund and will have access to additional financing opportunities which are currently not accessible to your Fund. Inherent in several of the additional financing opportunities are certain risks which do not exist in the case of your Fund, and we encourage you to review "Risk Factors" for detailed description of such risks.

                Funds                                      APF
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Each Fund is a finite-life entity         APF will have a perpetual term and
with a stated term which expires          intends to continue its operations
between 2017 and 2031. As a Limited       for an indefinite time period. To
Partner of your Fund, you are             the extent APF sells or refinances
entitled to receive cash                  its assets, the net proceeds
distributions out of your Fund's net      therefrom will generally be
operating income, if any, and to          reinvested in additional properties
receive cash distributions, if any,       or retained by APF for working
upon liquidation of your Fund's real      capital and other corporate
estate investments.                       purposes, except to the extent
                                          distributions thereof must be made
                                          to permit APF to continue to qualify
                                          as a REIT for tax purposes and that,
                                          pursuant to the terms of the Notes,
                                          repayments of Notes must be made to
                                          certain former Limited Partners as a
                                          result of sales of restaurant
                                          properties formerly held by their
                                          Funds.

The Funds are structured to dissolve when the assets of the Funds are liquidated (or after a period ranging between 30 and 40 years, depending on the Fund, if no liquidation occurs sooner). In contrast, APF generally is and will continue to be an operating company and will reinvest the proceeds of asset dispositions, if any, in new restaurant properties or other appropriate investments consistent with APF's investment objectives.