DESCRIPTION OF CAPITAL STOCK

APF is currently soliciting the approval of its stockholders for a number of amendments to APF's Amended and Restated Articles of Incorporation, including an increase in the number of APF's authorized shares of capital stock. Upon the receipt of stockholder approval, APF's Articles of Incorporation will authorize a total of 356,000,000 shares of capital stock, consisting of 275,000,000 shares of common stock, $.01 par value per share, 3,000,000 shares of preferred stock ("Preferred Stock"), and 78,000,000 additional shares of excess stock ("Excess Shares"), $.01 par value per share. See "--Ownership Limits and Restrictions on Transfer." As of January 31, 1999, APF had 86,996,927 shares of Common Stock outstanding and no Preferred Stock or Excess Shares outstanding. Currently, there is no established public trading market for the APF Shares. Upon consummation of the Acquisition, the APF Shares will be listed on the NYSE under the symbol " ".

Holders of APF Shares are entitled to one vote per share on all matters to be voted on by stockholders and are entitled to receive ratably such distributions as may be declared on the APF Shares by the Board of Directors in its discretion from funds legally available therefor. In the event of the liquidation, dissolution or winding up of APF, holders of APF Shares are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any holders of Preferred Stock. Holders of APF Shares have no subscription, redemption, conversion or preemptive rights. Matters submitted for stockholder approval generally require a majority vote of the shares present and voting thereon.

All of the APF Shares offered in the Acquisition will be fully paid and nonassessable when issued.

Preferred Stock

Under APF's Amended and Restated Articles of Incorporation, the Board of Directors may from time to time establish and issue one or more series of Preferred Stock without stockholder approval. The Board of Directors may classify or reclassify any unissued Preferred Stock by setting or changing the number, designation, preference, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms or conditions of redemption of such series. Because the Board of Directors has the power to establish the preferences and rights of each series of Preferred Stock, it may afford the holders of any series of Preferred Stock preferences, powers and rights, voting or otherwise, senior to the rights of holders of APF Shares.

For a description of the characteristics of the Excess Shares, which differ from Common Stock and Preferred Stock in a number of respects, including voting and economic rights, see "--Ownership Limits and Restrictions on Transfer," below.

Ownership Limits and Restrictions on Transfer

For APF to continue to qualify as a REIT under the Code (i) not more than 50% in value of outstanding equity securities of all classes ("Equity Shares") may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year; (ii) the Equity Shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year; and (iii) APF must satisfy certain complex requirements with respect to the nature of its income and assets.

To ensure that five or fewer individuals do not own more than 50% in value of the outstanding Equity Shares, APF's Amended and Restated Articles of Incorporation provide generally that no holder may own, or be deemed to own by virtue of certain attribution provisions of the Code, more than 9.8% of the issued and outstanding Equity Shares of the issued and outstanding APF Shares (the "Ownership Limit"). The Board of Directors, upon receipt of a ruling from the Internal Revenue Service, an opinion of counsel, or other evidence satisfactory to the Board of Directors, in its sole discretion, may waive or change, in whole or in part, the

application of the Ownership Limit with respect to any person that is not an individual (as defined in Section 542(a)(2) of the Code). In connection with any such waiver or change, the Board of Directors may require such representations and undertakings from such person or affiliates and may impose such other conditions, as the Board deems necessary, advisable or prudent, in its sole discretion, to determine the effect, if any, of the proposed transaction or ownership of Equity Shares on APF's status as a REIT for federal income tax purposes.

In addition, the Board of Directors, from time to time, may increase the Ownership Limit, except that (i) the Ownership Limit may not be increased and no additional limitations may be created if, after giving effect thereto, APF would be "closely held" within the meaning of Section 856(h) of the Code and
(ii) the Ownership Limit may not be increased to a percentage that is greater than 9.8%. Prior to any modification of the Ownership Limit, the Board of Directors will have the right to require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary, advisable or prudent, in its sole discretion, in order to determine or ensure APF's status as a REIT.

Under the Articles of Incorporation, the Ownership Limit will not be automatically removed even if the REIT provisions of the Code are changed so that they no longer contain any ownership concentration limitation or if the ownership concentration limit is increased. In addition to preserving APF's status as a REIT for federal income tax purposes, the Ownership Limit may prevent any person or small group of persons from acquiring control of APF.

The Articles of Incorporation of APF also provides that if an issuance, transfer or acquisition of Equity Shares (i) would result in a holder exceeding the Ownership Limit, (ii) would cause APF to be beneficially owned by less than 100 persons, (iii) would result in APF being "closely held" within the meaning of Section 856(h) of the Code or (iv) would otherwise result in APF failing to qualify as a REIT for federal income tax purposes, such issuance, transfer or acquisition shall be null and void to the intended transferee or holder, and the intended transferee or holder will acquire no rights to the shares. Pursuant to the Articles of Incorporation, Equity Shares owned, transferred or proposed to be transferred in excess of the Ownership Limit or which would otherwise jeopardize APF's status as a REIT under the Code will automatically be converted to Excess Shares.

A holder of Excess Shares is not entitled to distributions, voting rights and other benefits with respect to such shares except the right to payment of the purchase price for the shares and the right to certain distributions upon liquidation. Any dividend or distribution paid to a proposed transferee on Excess Shares pursuant to APF's Articles of Incorporation will be required to be repaid to APF upon demand. Excess Shares will be subject to repurchase by APF at its election. The purchase price of any Excess Shares will be equal to the lesser of (i) the price in such proposed transaction or (ii) either (a) if the shares are then listed on the NYSE, the fair market value of such shares reflected in the average closing sales prices for the shares on the 10 trading days immediately preceding the date on which APF or its designee determines to exercise its repurchase right; (b) if the shares are not then so listed, such price for the shares on the principal exchange (including the Nasdaq National Market) on which such shares are listed; (c) if the shares are not then listed on a national securities exchange, the latest quoted price for the shares; (d) if not quoted, the average of the high bid and low asked prices if the shares are then traded over-the-counter, as reported by the Nasdaq Stock Market; (e) if such system is no longer in use, the principal automated quotation system then in use; (f) if the shares are not quoted on such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the shares; or (g) if there is no such market maker or such closing prices otherwise are unavailable, the fair market value, as determined by the Board of Directors in good faith, on the last trading day immediately preceding the day on which notice of such proposed purchase is sent by APF. The Articles of

Incorporation also established certain restrictions relating to transfers of any Excess Shares that may be issued. If such transfer restrictions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then APF will have the option to deem the intended transferee of any Excess Shares to have acted as an agent on behalf of APF in acquiring such Excess Shares and to hold such Excess Shares on behalf of APF.

Under the Amended and Restated Articles of Incorporation, APF has the authority at any time to waive the requirement that Excess Shares be issued or be deemed outstanding in accordance with the provisions of the Amended and Restated Articles of Incorporation if, in the opinion of nationally recognized tax counsel, the issuance of such Excess Shares or that such Excess Shares are deemed to be outstanding jeopardizes the status of APF as a REIT for federal income tax purposes.

All certificates issued by APF representing Equity Shares will bear a legend referring to the restrictions described above.

The Amended and Restated Articles of Incorporation of APF also provides that all persons who own, directly or by virtue of the attribution provisions of the Code, more than 5% of the outstanding Equity Shares (or such lower percentage as may be set by the Board of Directors), must file an affidavit with APF containing information specified in the Articles of Incorporation no later than January 31st of each year. In addition, each stockholder, upon demand, shall be required to disclose to APF in writing such information with respect to the direct, indirect and constructive ownership of shares as the directors deem necessary to comply with the provisions of the Code, as applicable to a REIT, or to comply with the requirements of an authority or governmental agency.

The ownership limitations described above may have the effect of precluding acquisitions of control of APF by a third party.

DESCRIPTION OF THE NOTES

The Notes will be issued under the Indenture between APF and , as trustee (the "Indenture Trustee"). A copy of the form of Indenture is filed as an exhibit to the Registration Statement of which this Consent Solicitation is a part. The terms of the Notes include those provisions contained in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are subject to all such terms, and, if you are to be a holder of Notes, we refer you to the Indenture and the Trust Indenture Act for a statement thereof. The following summary of certain provisions of the Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the Indenture. As used in this section, the term APF means APF and all of its subsidiaries, unless otherwise expressly stated or the context otherwise requires.

General

A separate series of Notes will be issued pursuant to the Indenture to Limited Partners of each Fund who elect to receive Notes in exchange for their Units in connection with the Acquisition. The terms of each series of Notes will be substantially identical. The Notes will be direct, senior unsecured and unsubordinated obligations of APF and will rank pari passu with each other and with all other unsecured and unsubordinated indebtedness of APF from time to time outstanding. The Notes will be recourse obligations of APF, but the holders thereof will not have recourse against any stockholder of APF. The Notes will be effectively subordinated to mortgages and other secured indebtedness of APF to the extent of the value of the property securing such indebtedness. The Notes also will be subordinated to all existing secured and future third party secured indebtedness and other liabilities of APF. As of September 30, 1998, on a pro forma basis assuming APF had acquired all of the Funds, APF would have had aggregate consolidated debt of approximately $ million, to which the Notes were effectively subordinated or which ranked equal with such Notes.

The Notes will mature on , 2006 (the "Maturity Date"), which is approximately seven years following the currently expected date that the Acquisition will be completed. The Notes are not subject to any sinking fund provisions, although APF is required to make mandatory prepayments of principal in certain events. See "--Principal and Interest."

Except as described under "--Limitation on Incurrence of Debt" and "-- Merger, Consolidation or Sale," the Indenture does not contain any other provisions that would limit the ability of APF to incur indebtedness or that would afford holders (as defined below) of the Notes protection in the event of:

. a highly leveraged or similar transaction involving APF or the management of APF (for example, a leveraged buy-out);

. a change of control of APF; or

. a reorganization, restructuring, merger or similar transaction involving APF that may adversely affect the holders of the Notes.

In addition, subject to the limitations set forth under "--Merger, Consolidation or Sale," APF may, in the future, enter into certain transactions such as the sale of all or substantially all of its assets or the merger or consolidation of APF that would increase the amount of APF's indebtedness or substantially reduce or eliminate APF's assets, which may have an adverse effect on APF's ability to service its indebtedness, including the Notes. APF and its management have no present intention of engaging in a highly leveraged or similar transaction involving APF.

The Notes will be issued in fully registered form.

Principal and Interest

The principal amount of the Notes with respect to each Fund will be equal to 90% of the liquidation value, as determined by Valuation Associates, that you would receive in the event that your Fund was liquidated and you received liquidation proceeds in accordance with the terms of your Fund's partnership agreement.

The Notes will bear interest at a fixed rate of interest equal to % per annum, which was determined based on 120% of the applicable federal rate as of , 1999. Interest will accrue from the closing of the Acquisition or from the immediately preceding Interest Payment Date (as defined below) to which interest has been paid, payable semi-annually in arrears on each June 15 and December 15, commencing June 15, 2000 (each, an "Interest Payment Date"), and on the Maturity Date, to the persons in whose names the Notes are registered in the security register for the Notes at the close of business on the date 14 calendar days prior to such payment day regardless of whether such day is a Business Day, as defined in the Indenture. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The principal of each Note payable on the Maturity Date will be paid against presentation and surrender of such Note at an office or agency maintained by APF in New York City (the "Paying Agent") in United States dollars. Initially, the Indenture Trustee will act as Paying Agent.

Redemption

The Notes of any series may be redeemed at any time at the option of APF, in whole or from time to time in part, at a redemption price equal to the sum of the principal amount of the Notes being redeemed plus accrued interest thereon to the redemption date (the "Redemption Price").

In the event that, following the closing of the Acquisition, APF (i) sells or otherwise disposes of any restaurant property owned by a Fund immediately prior to the Acquisition and realizes net cash proceeds in excess of (a) the amount required to repay mortgage indebtedness (outstanding immediately prior to the Acquisition) secured by such restaurant property or otherwise required to be applied to the reduction of indebtedness of APF and (b) the costs incurred by APF in connection with such sale or other disposition or (ii) refinances (whether at maturity or otherwise) any indebtedness secured by any restaurant property owned by the Fund immediately prior to the Acquisition and realizes net cash proceeds in excess of (a) the amount of indebtedness secured by such restaurant property at the time of the Acquisition, calculated prior to any repayment or other reduction in the amount of such indebtedness in the Acquisition and (b) the costs incurred by APF in connection with such refinancing (in either case, "Net Cash Proceeds"), APF will be required within 90 days of the receipt of the total Net Cash Proceeds to redeem at the Redemption Price an aggregate amount of principal of the particular series of the Notes which were issued to the holders who were Limited Partners of such Fund prior to the Acquisition equal to 80% of such Net Cash Proceeds.

If the Paying Agent (other than APF or an affiliate thereof) holds, on the redemption date of any Notes, money sufficient to pay such Notes, then on and after that date such Notes will cease to be outstanding and interest on them will cease to accrue.

Notice of any optional or mandatory redemption of any Notes will be given to holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed.

If less than all the Notes of any series are to be redeemed, the Indenture Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part.

Limitation on Incurrence of Indebtedness

Pursuant to the terms of the Indenture, APF will not, and will not permit any of its Subsidiaries to, incur any indebtedness (including acquired indebtedness) other than intercompany indebtedness (representing indebtedness to which the only parties are APF and/or any of its Subsidiaries, but only so long as such indebtedness is held solely by any of such parties) that is subordinate in right of payment to the Notes, if immediately after giving effect to the incurrence of such indebtedness, the aggregate principal amount of all outstanding indebtedness of APF and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, is greater than 75% of APF's Total Assets, as defined below.

As used in the Indenture and the description thereof herein:

"Subsidiary" means (i) a corporation, partnership, limited liability company, trust, REIT or other entity a majority of the voting power of the voting equity securities of which are owned, directly or indirectly, by APF or by one or more subsidiaries of APF, (ii) a partnership, limited liability company, trust, REIT or other entity not treated as a corporation for federal income tax purposes, a majority of the equity interests of which are owned, directly or indirectly, by APF or a subsidiary of APF or (iii) one or more corporations which, either individually or in the aggregate, would be "Significant Subsidiaries" (as defined below, except that the investment, asset and equity thresholds for purposes of this definition shall be 5%), the majority of the value of the equity interests of which are owned, directly or indirectly, by APF or by one or more subsidiaries.

"Total Assets" means the sum of (i) Undepreciated Real Estate Assets and
(ii) all other assets (excluding intangibles) of APF and its Subsidiaries determined on a consolidated basis (it being understood that the accounts of Subsidiaries shall be consolidated with those of APF only to the extent of APF's proportionate interest therein).

"Undepreciated Real Estate Assets" means, as of any date, the cost (being the original cost to APF or any of its Subsidiaries plus capital improvements) of real estate assets of APF and its Subsidiaries on such date, before depreciation and amortization of such real estate assets, determined on a consolidated basis (it being understood that the accounts of Subsidiaries shall be consolidated with those of APF only to the extent of APF's proportionate interest therein).

Merger, Consolidation or Sale

APF will not merge or consolidate with or into, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to any individual, corporation, limited liability company, Fund, joint venture, association, joint stock company, trust, REIT, unincorporated organization or government or any agency or political subdivision thereof (any such entity, a "Person"), or permit any Person to merge with or into APF, unless:

. either APF shall be the continuing Person or the Person (if other than APF) formed by such consolidation or into which APF is merged or that acquired such property and assets of APF shall be an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Indenture Trustee, all of the obligations of APF, on the Notes and under the Indenture;

. immediately after giving effect, on a pro forma basis, to such transaction, no Default or Event of Default (as described below) shall have occurred and be continuing; and

. APF will have delivered to the Indenture Trustee an officers' certificate and an opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with such conditions.

Events of Default, Notice and Waiver

The following events are "Events of Default" with respect to the Notes of any series:

. default for 30 days in the payment of any installment of interest on any Note of such series;

. default in the payment of the principal of any Note when due and payable at maturity, redemption, by acceleration or otherwise;

. default in the payment of any mandatory redemption of principal on or before the date 90 days after the receipt of the total Net Cash Proceeds from the applicable sale or other disposition or refinancing of a restaurant property giving rise to the obligation to make such redemption;

. default in the performance of any other covenant or agreement of APF contained in the Indenture, such default having continued for 30 days after written notice as provided in the Indenture; and

. certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator, assignee or trustee of APF or any Significant Subsidiary or any of their respective property. The term "Significant Subsidiary" means any Subsidiary which is a "significant subsidiary" of APF (as defined by Regulation S-X promulgated under the Securities Act).

If an Event of Default under the Indenture occurs and is continuing, then in every such case other than a bankruptcy-related Event of Default as described above, in which case the principal amount of the Notes shall become immediately due and payable, the Indenture Trustee or the holders of not less than 25% in principal amount of the outstanding Notes of any series may declare the principal amount of all of the Notes of any series to be due and payable immediately by written notice thereof to APF (and to the Indenture Trustee if given by the holders). However, at any time after such a declaration of acceleration with respect to any series of Notes has been made, but before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee, the holders of not less than a majority of the principal amount of outstanding Notes of any series may rescind and annul such declaration and its consequences if (i) APF shall have paid or deposited with the Indenture Trustee all required payments of the principal of and interest on the Notes of any series, plus certain fees, expenses, disbursements and advances of the Indenture Trustee and (ii) all Events of Default, other than the nonpayment of accelerated principal of (or specified portion thereof) and interest on the Notes have been cured or waived. The Indenture provides that the holders of not less than a majority of the principal amount of the outstanding Notes of a series may waive any past default with respect to such series and its consequences, except a default (x) in the payment of the principal of or interest on any Note or (y) in respect of a covenant or provision contained in the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note affected thereby.

The Indenture Trustee will be required to give notice to the holders of Notes within 90 days of a default under the Indenture unless such default has been cured or waived; provided, however, that the Indenture Trustee may withhold notice to the holders of any default (except a default in the payment of the principal of or interest on any Note or in the payment of any mandatory redemption installment in respect of any Note) if specified Responsible Officers (as defined in the Indenture) of the Indenture Trustee determine in good faith such withholding to be in the interest of such holders.

The Indenture provides that no holders of Notes may institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, except in the case of failure of the Indenture Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an Event of Default from the holders of not less than 25% in principal amount of the outstanding Notes, as well as an offer of indemnity reasonably satisfactory to it. This provision will not prevent, however, any holder of Notes from instituting suit for the enforcement of payment of the principal of and interest on such Notes at the respective due dates thereof.

Subject to provisions in the Indenture relating to its duties in case of default, the Indenture Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any holders of any outstanding Notes under the Indenture, unless such holders shall have offered to the Indenture Trustee thereunder reasonable security or indemnity. The holders of not less than a majority in principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or of exercising any trust or power conferred upon the Indenture Trustee. However, the Indenture Trustee may refuse to follow any direction which is in conflict with any law or the Indenture, which may involve the Indenture Trustee if the Indenture Trustee in good faith determines that the proceeding will involve the Indenture Trustee in personal liability or which may be unduly prejudicial to the holders of Notes of such series not joining therein. Within 120 days after the close of each fiscal year, APF must deliver to the Indenture Trustee a certificate, signed by one of several specified officers of APF, stating whether or not such officer has knowledge of any default under the Indenture and, if so, specifying each such default and the nature and status thereof.

Modification of the Indenture

Modifications and amendments of the Indenture will be permitted to be made by APF and the Indenture Trustee without the consent of any holder of Notes for any of the following purposes: (i) to cure any ambiguity, defect or inconsistency in the Indenture; (ii) to evidence the succession of another Person to APF as obligor under the Indenture; (iii) to permit or facilitate the issuance of the Notes in uncertificated form; (iv) to make any change that does not adversely affect the rights of any holder of Notes; (v) to provide for the issuance of and establish the form and terms and conditions of the Notes of any series as permitted by the Indenture; (vi) to add to the covenants of APF or to add Events of Default for the benefit of holders or to surrender any right or power conferred upon APF in the Indenture; (vii) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee or facilitate the administration of the trusts under the Indenture by more than one Indenture Trustee; (viii) to provide for guarantors or collateral for the Notes of any series; or (xi) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

Modifications and amendments of the Indenture, other than those described above, will be permitted to be made only with the consent of the holders of not less than a majority in principal amount of all outstanding Notes which are affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of each holder of such Note affected thereby, (i) change the stated maturity of the principal of, or any installment of interest on, any such Note; (ii) reduce the principal amount of or interest on any such Note; (iii) change the place of payment, or the coin or currency, for the payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to any such Note; (v) waive a default in the payment of principal of or interest on the Notes (other than a recission of acceleration of the Notes of any series and a waiver of the payment default that resulted from such acceleration, as provided in the Indenture); or (vi) reduce the percentages of outstanding Notes of any series necessary to modify or amend the Indenture or to waive compliance with certain provisions thereof or certain defaults and consequences.

The Indenture provides that the holders of not less than a majority in principal amount of outstanding Notes have the right to waive compliance by APF with certain covenants in the Indenture.

Satisfaction and Discharge

APF may discharge certain obligations to holders of Notes that have not already been delivered to the Indenture Trustee for cancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the Indenture Trustee, in trust, funds in an amount sufficient to pay the entire indebtedness on such Notes in respect of principal and interest to the date of such deposit (if such Notes have become due and payable) or to the stated maturity or redemption date, as the case may be, and delivering to the Indenture Trustee an officers' certificate and a legal opinion stating that the conditions precedent to such discharge have been complied with.

No Conversion Rights

The Notes will not be convertible into or exchangeable for any capital stock of APF.

Governing Law

The Indenture will be governed by and shall be construed in accordance with the laws of the State of New York.

COMPENSATION, REIMBURSEMENTS AND DISTRIBUTIONS
TO THE GENERAL PARTNERS

The following information has been prepared to compare the amounts of compensation paid and cash distributions made, by the Funds to us and our affiliates to the amounts that would have been paid if the compensation and distribution structure which will be in effect after the Acquisition had been in effect during the years presented below.

Under the partnership agreements, we and our affiliates are entitled to receive fees in connection with managing the affairs of each Fund. The partnership agreements also provide that we are to be reimbursed for our expenses for services performed for each Fund, such as legal, accounting, transfer agent, data processing and duplicating services.

APF operates as an internally-advised REIT. As part of the Acquisition, all participating Funds will share in the overall cost of managing the consolidated portfolio of properties owned by APF. As stockholders of APF, you and the other former Limited Partners of the Funds will receive distributions in proportion with your ownership of APF Shares. This cost participation and dividend payment are in lieu of the payments to us discussed above.

During the years ended December 31, 1995, 1996 and 1997 and the nine months ended September 30, 1998, the aggregate amounts accrued or actually paid by the Funds to us are shown below under "Historical" and the estimated amounts of compensation that would have been paid had the Acquisition been in effect for the years presented, are shown below under "Pro Forma":

                                                                   Nine Months
                                     Year Ended December 31,          Ended
                                 -------------------------------- September 30,
                                    1995       1996       1997        1998
                                 ---------- ---------- ---------- -------------
Historical:
  General Partner
   Distributions................ $      --  $      --  $      --    $    --
  Broker/Dealer Commissions
   (1)..........................  2,594,433  2,781,616  2,186,535     72,610
  Due Diligence and Marketing
   Support Fees (1).............    152,614    163,624    128,629      4,271
  Acquisition Fees..............  1,621,782  1,472,621  1,157,577     38,441
  Asset Management Fees.........    210,908    236,823    266,644    210,557
  Real Estate Disposition Fees
   (2)..........................     21,000     75,750     15,150    230,013
                                 ---------- ---------- ----------   --------
    Total historical............ $4,600,737 $4,730,434 $3,754,535   $555,892
                                 ========== ========== ==========   ========
Pro Forma:
  Cash Distributions on APF
   Shares....................... $  179,698 $  171,923 $  158,859   $125,752
  Salary Compensation...........        --         --         --         --
                                 ---------- ---------- ----------   --------
    Total pro forma............. $  179,698 $  171,923 $  158,859   $125,752
                                 ========== ========== ==========   ========

If you would like more detailed information regarding our compensation and distributions on a pro forma and historical basis for each Fund, please read the Supplement for your Fund under the heading "Compensation, Reimbursements and Distributions to the General Partner."

REPORTS, OPINIONS AND APPRAISALS

General

The proposed number of APF Shares to be paid to your Fund was determined by APF in accordance with its own valuation methodologies regarding each Fund. We, as the general partners of each Fund, determined the fairness of the value of the APF Shares to be paid to your Fund based in part on the appraisal of the restaurant properties of your Fund by Valuation Associates. In addition, we engaged Legg Mason to provide us with an opinion that the APF Share consideration to be received by each Fund, individually, is fair from a financial point of view to each Fund. The fairness opinions rendered to each Fund by Legg Mason are attached as Appendix A to each Fund's Supplement. We did not impose any limitations, other than as described in this Consent Solicitation, in the scope of the investigations conducted by Legg Mason or Valuation Associates to enable each of them to render their respective appraisals, reports and opinions. We will provide, free of charge, a copy of the appraisals and valuation report completed by Valuation Associates with respect to your Fund, upon your written request or that of your representative, who has been designated in writing, that is submitted to your Fund, Attention:
James M. Seneff, Jr. We did not make any contacts, other than as described in this Consent Solicitation, with any outside party regarding the preparation by the outside party of an opinion as to the fairness of the Acquisition, an appraisal of the Funds or their assets, a valuation of APF or any other report with respect to the Acquisition.

Fairness Opinions

On March 10, 1999, Legg Mason rendered written opinions to us to the effect that (as of such date and based upon the qualifications and assumptions made and matters considered by Legg Mason):

. the APF Share consideration offered by APF with respect to each of the individual Funds and their limited partners is fair from a financial point of view;

. the aggregate APF Share consideration offered with respect to all of the Funds is fair from a financial point of view; and

. the method of allocating the APF consideration among the Funds in the Acquisition pursuant to the merger agreements is fair from a shares financial point of view.

The full text of the Legg Mason opinion, which sets forth the assumptions made, procedures followed and matters considered in, and the limitations on, the review undertaken in connection with the Legg Mason opinion, is attached as Appendix A to your Fund's supplement that accompanies this Consent Solicitation and is incorporated in this document by reference. The summary of opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Legg Mason's opinions were provided for our information and assistance connection with our consideration of the transactions contemplated by the merger agreements and the opinions do not constitute a recommendation as to how partners should vote with respect to the transaction.

In connection with its opinions, Legg Mason reviewed, among other things:

. the merger agreements with respect to the transactions;

. the financial statements and the related filings of the Funds on Form 10- K for the year ended December 31, 1997 and Form 10-Q for the nine months ended September 30, 1998;

. the financial statements and the related filings of APF on Form 10-K for the year ended December 31, 1997 and Form 10-Q for the nine months ended September 30, 1998;

. internal information concerning the business and operations of the Funds furnished by the General Partners, including a draft of the Funds' Form 10-K for the year ended December 31, 1998, cash flow projections and operating budgets;

. internal information concerning the business and operations of the APF furnished by management of APF; including a draft of APF's Form 10-K for the year ended December 31, 1998, cash flow projection and operating budgets;

. Financial data and operating statistics provided by us and the management of APF and compared them with similar information of selected public companies; and

. The appraisals of the properties of the Funds prepared by Valuation Associates and dated January 6, 1999.

Legg Mason also held meetings and discussions with our and APF's directors, officers and employees General Partners and APF concerning the operations, financial condition and future prospects of the Funds and APF, respectively. In addition, Legg Mason has conducted other financial studies, analyses and investigations and considered other information as it deemed appropriate.

Legg Mason relied upon the accuracy and completeness of all information that was publicly available, supplied or otherwise communicated to Legg Mason by or on behalf of the Funds or APF. Legg Mason further relied upon our assurances that we are unaware of any factors that would materially alter the conclusion made in Legg Mason's fairness opinions, including developments or trends that have materially affected or are reasonably likely to materially affect such conclusions. Legg Mason assumed that the financial forecasts (and the assumptions and bases thereof) examined by it were reasonably prepared and reflected our best currently available estimates and good faith judgments as to the future performance of the Funds and APF, respectively. Legg Mason has relied on these forecasts and does not in any respect assume any responsibility for the accuracy of completeness of these forecasts. Legg Mason also assumed, with consent, that any material liabilities (contingent or otherwise, known or unknown) of the Funds or APF are as set forth in the respective financial statements of the Funds and APF. Legg Mason also assumed, with our consent, that the table prepared by or for us of the allocation of the APF Share consideration among us and the Limited Partners of each of the Funds has been prepared in accordance with, and complies with the terms and conditions of the partnership agreements of the Funds. Legg Mason also assumed that the appraisal was reasonably prepared by and reflected the good faith judgements of Valuation Associates, and Legg Mason does not in any respect assume any responsibility for its accuracy or completeness. In addition, Legg Mason did not make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Funds or APF. Legg Mason's opinions necessarily were based upon financial, economic, market and other conditions and circumstances existing and disclosed to Legg Mason as of the date of its opinion.

Legg Mason has acted as financial advisor to us and will receive a fee for their services. It is understood that Legg Mason's fairness opinion is for our information in our evaluation of the Acquisition and Legg Mason's opinion does not constitute a recommendation to us or 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 and promissory notes of APF. 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. Additionally, Legg Mason's opinion 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.

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 other 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 cost 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.

The following is a summary of all the material financial analyses set forth in the transaction report provided to us on March 10, 1999 in connection with Legg Mason rendering its opinion.

In valuing APF and the Funds, Legg Mason considered a variety of valuation methodologies, including:

. an analysis of comparable publicly traded real estate investments trusts;

. a dividend discount analysis; and

. a discounted cash flow analysis.

Valuation of APF

Comparable Trading Multiples Analysis

Legg Mason compared financial and operating information and ratios for APF with the corresponding financial and operating information for a group of publicly traded real estate investment trusts engaged primarily in the ownership, operation and financing of restaurant properties. Legg Mason deemed the following companies as reasonably comparable to APF:

. Franchise Finance Corporation of America; and,

. U.S. Restaurants Properties, Inc.

Among other analyses, Legg Mason compared the stock price for each of these comparable companies with their 1999 and 2000 projected funds from operations. This analysis indicated the following multiples for these compared companies:

                                                   Selected Valuation Multiples
                                                   -----------------------------
                                                        Public Comparables
                                                   -----------------------------
                                                     High      Mean       Low
                                                   --------- --------- ---------
1999 Projected Funds from Operations..............     9.0 x     8.5 x     8.0 x
2000 Projected Funds from Operations..............     8.0 x     7.5 x     7.0 x

Legg Mason applied these projected multiples to APF for the years 1999 and 2000 to establish a valuation range based on trading multiples.

Dividend Discount Analysis

Legg Mason also computed a valuation range for APF Shares using a discounted dividend analysis. The discounted dividend analysis assumes, as a basic premise, that the intrinsic value of an equity security is the present value of the future dividends. To establish a current implied value under this approach, future dividends must be estimated and an appropriate discount rate must be determined. The management of APF provided Legg Mason with projections of its dividends for the six months ending December 31, 1999 and the years 2000 through 2003. The projected dividends were discounted to the present using discount rates ranging from 13.7% to 15.7% and terminal value multiples of calendar year 2003 dividends ranging from 9.3x to 11.5x.

Discounted Cash Flow Analysis

Legg Mason also computed a valuation range for APF Shares using a discounted cash flow analysis. The discounted flow analysis assumes, as a basic premise, that the intrinsic value of any business or property is the current value of the future cash flow that the business or property will generate for its owners. To establish a current implied value under this approach, future cash flow must be estimated and an appropriate discount rate determined. The management of APF provided Legg Mason with projections of free cash flow to equity shareholders for the six months ending December 31, 1999 and the years 2000 through 2003. The free cash flows were discounted to the present, using discount rates reflecting the equity cost of capital ranging from 12.05% to 16.0% and terminal value multiples of calendar year 2003 funds from operations ranging from 8.0x to 10.0x.

Valuation of the Funds

Comparable Trading Multiples Analysis

Legg Mason compared financial and operating information and ratios for the Funds with the corresponding information for a group of publicly traded real estate investment trusts engaged primarily in the ownership, operation, management and financing of commercial properties. Legg Mason deemed the following companies as reasonably comparable to the Funds:

. Commercial Net Lease Realty, Inc.;

. Franchise Finance Corporation of America;

. Realty Income Corporation; and,

. U.S. Restaurant Properties, Inc.

Among other analyses, Legg Mason compared the stock price for each of these comparable companies with their 1999 and 2000 projected funds from operations. This analysis indicated the following multiples for these comparable companies:

                                                              Selected Trading
                                                             Valuation Multiples
                                                             -------------------
                                                             Public Comparables
                                                             -------------------
                                                              High   Mean   Low
                                                             ------ ------ -----
1999 Projected Funds from Operations........................  8.0 x  7.5 x 7.0 x
2000 Projected Funds from Operations........................  7.5 x  7.0 x 6.5 x
Trailing Twelve Months Earnings Before
 Interests, Taxes, Depreciation and Amortization............ 10.5 x 10.0 x 9.5 x

Legg Mason applied these projected multiples to the Funds for the years 1999 and 2000 and to the Trailing Twelve Months Earnings Before Interest, Taxes, Depreciation and Amortization to establish a valuation range based on trading multiples.

The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant quantitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or amenable to summary description. Accordingly, Legg Mason believes that its analysis must be considered as a whole and that considering any portion of the analysis and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete picture of the process underlying the Legg Mason opinions. No entity used in the above analyses as a comparison is identical to APF, the Funds or the combined company. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth therein. In addition, analyses relating to the values of businesses are not appraisals and may not reflect the prices at which businesses may actually be sold. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty and Legg Mason does not assume responsibility for any future variations from such analyses or estimates. The above paragraphs summarize the significant quantitative and qualitative analyses performed by Legg Mason in arriving at its opinions. As described above, Legg Mason's opinions to us were one of many factors we took into consideration we in making our determination to approve the acquisition agreements.

We selected Legg Mason as our financial advisor on the basis of Legg Mason's experience in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and valuations for corporate purposes, especially with respect to real estate investment trusts, franchised real estate and transactions similar to the Acquisition. Prior to its current engagement by us, Legg Mason has provided investment banking services to certain of the Funds from time to time, including having participated in the offering of units by certain Funds for which Legg Mason received customary commissions. In addition, Legg Mason has provided investment banking services to Commercial Net Lease Realty, Inc., a former affiliate of ours, including having participated in a number of public offerings of its securities for which it received customary commissions. Legg Mason also provided a fairness opinion to the special committee of the board of directors of Commercial Net Lease Realty, Inc. in connection with its acquisition of its external advisor, also a former affiliate of ours, for which Legg Mason received customary fees. Legg Mason may provide investment banking services of APF in the future and trade APF shares for its own account and for the accounts of its customers, and accordingly, may at any time hold a long or short position in APF Shares.

Pursuant to an engagement letter dated as of November 16, 1998, Legg Mason will receive a fee of $30,000 from each Fund for its services in rendering its fairness opinions. Legg Mason will also be reimbursed for its expenses, including the reasonable fees and expenses of its attorneys, provided that all expenses may not exceed $4,000 for each Fund and $50,000 in the aggregate. We have agreed to indemnify Legg Mason, its affiliates and each of its directors, officers, employees, agents, consultants, and attorneys, and each person or firm, if any, controlling Legg Mason or any of the foregoing, against certain liabilities, including liabilities under federal securities law.

Fund Appraisals

General. Valuation Associates has prepared and delivered to each Fund an appraisal report dated January 6, 1999, based upon and subject to the matters referenced in the appraisal, containing its opinion regarding the value of each Fund as of December 31, 1998. Valuation Associates is a nationally recognized independent and fully diversified real estate firm with extensive valuation experience. We decided to retain Valuation Associates to render the appraisal in connection with the Acquisition because of its valuation experience with respect to franchised restaurant real estate and transactions similar to the Acquisition.

The purpose of the appraisals is to establish the relative values of the restaurant properties in each Fund's portfolio. We used the appraisals to assist us in determining the reasonableness of the proposed consideration payable by APF to each Fund in the Acquisition. Valuation Associates' appraisals of the Funds' restaurant property portfolios address the market value of each Fund's leased and ownership interest in each restaurant property and the liquidation value of each Fund's restaurant properties, based on certain specified assumptions.

Market Value/Going Concern--Valuation Methodology. Valuation Associates' appraisals of the market value of the Funds' restaurant properties primarily involved the income approach and the cost approach to estimating market value. A third approach, the sales comparison approach is usually used only in instances where the valuation of the underlying restaurant property was required or for select closed restaurants with no current rent; but Valuation Associates did not find this approach to be applicable to the Funds. The uses of the two primary approaches in the appraisals are summarized below.

. The income approach to value was relied upon as the primary appraisal technique based upon the restaurant properties' capability to generate net income and to be bought and sold in the marketplace.

. The cost approach was applied in Valuation Associates' analysis and was considered to be relevant only where a value for a reversionary interest in the property was required and the use of direct capitalization would not have been the method of choice.

Since the appraisals involved the estimation of the aggregate market value of the leased and ownership interests of each Funds' restaurant property portfolio, Valuation Associates determined that only the income approach provided a true test of market value for the restaurant properties. The value of the restaurant properties was developed by the capitalization of the lease payments into present value using the discounted cash flow analysis, whereby anticipated future income streams over a ten-year holding period were discounted at a market-derived rate of 8.25% to 12.50% (depending on the restaurant property) to a net present value estimate using a cash flow model and a revisionary value (sale at the end of the tenth year) was discounted at a market-derived terminal capitalization rate of 9.00% to 12.50%. Valuation Associates made certain assumptions in determining its cash flow analysis with respect to its market value analysis of each Fund. These assumptions included
(i) a ten-year holding period for each property, (ii) a 4% annual allowance related to normal day-to-day operations, including functions relating to compliance with the SEC reporting requirements, investor relations and communications and management issues not specifically related to property level activities, (iii), a 1% annual allowance for a management fee and (iv) a flat amount of $200 per restaurant property, per year for miscellaneous expenses such as bookkeeping, legal fees and other pro rata charges. Anticipated rental income as well as adjustments for vacancy with no rent being paid, percentage rent, management fees and administrative expenses were analyzed over the holding period.

The selection of the discount rate to be applied to the estimated cash flow over the ten year holding period for each property was based upon Valuation Associates multi-tiered analysis of the risk involved with each restaurant property. For each restaurant property, Valuation Associates first analyzed both general and specific market risks, lessee/borrower risk and property risk. Next, Valuation Associates evaluated the attitude and expectation of market participants and compared this to a variety of alternative investment vehicles such as stock, bonds or other real estate investments. Finally, Valuation Associates looked at the individual franchisors' company profile and financial strength based on stock reports, investor publications, trade journals and discussions with market participants.

At the end of the ten year holding period, Valuation Associates assumed that the restaurant property portfolio of each Fund would be sold in an orderly manner. For purposes of such sale, Valuation Associates assumed that the Fund would incur a 2% sales expense, which included any fees for brokerage or attorneys, applicable closing costs and miscellaneous charges upon disposition of the restaurant properties.

Property Categorization. Valuation Associates initially segregated the restaurant properties of each Fund into three geographic regions: California, the western United States (comprised of Nevada, Arizona, Oregon and Washington) and the remaining states within the continental United States, based on its observation that certain areas of the United States tend to have value and demand characteristics that differ from others. Within each geographical region, the restaurant properties were further classified relative to their operational characteristics as either corporate multi-unit operators or private/single unit operator types since, in the professional opinion of Valuation Associates, these differing operational structures tend to exhibit variable risk characteristics and cash flows.

These second two categories were further subcategorized by their operational status into the following groups (using Valuation Associates terminology):

1. Store operating normally with rent being paid

2. Closed store--corporate franchisor paying rent

3. Closed store--franchisee paying rent

4. Closed store--corporate in bankruptcy/no rent

5. Closed store--private operator paying partial rent

6. Closed store--franchisee paying no rent

7. Closed store--private operator paying no rent

8. Store under construction

Property Valuation Assumptions. The special assumptions made by Valuation Associates in its appraisals of each Fund's restaurant properties are set forth in summary form as follows:

. Client Provided Information. We provided Valuation Associates with summarized data pertaining to sales volumes, lease data and other property specific data. Valuation Associates assumed, for purposes of its appraisals that this information was true and complete as of the date given and stated in its report that it has no reason to believe that the data with which we provided them is inaccurate in any material respect.

. Physical Inspections. We did not request that Valuation Associates conduct personal inspections of each of the restaurant properties. Valuation Associates, consequently, has assumed that, unless otherwise specified in the specific appraisal data, that each restaurant property is in good physical condition and continues to exhibit good functional utility and level of modernization in keeping with the current standards of the individual restaurant chain.

. Litigation. Valuation Associates assumed that each of the restaurant properties is free from any pending or proposed litigation, civil engineering improvements or eminent domain proceedings, unless it received specific information otherwise.

. Material Adverse Changes. The date of the appraisals is December 31, 1998. In the event that any given tenant within the portfolio files for bankruptcy or suffers significant adverse financial or operational changes subsequent to the date of the reports, Valuation Associates reserves the right to revise the appraisal relating to such tenant and such restaurant property.

. Properties Under Construction. With respect to restaurant properties under construction, Valuation Associates assumed that the data regarding construction cost, lease information and building specifications, among other things, is true and correct.

. Highest and Best Use. For purposes of the appraisals, Valuation Associates assumed that the existing building improvements represent the highest and best use of the respective restaurant properties.

. Joint Ventures and Tenants in Common. For the restaurant properties in each Fund that are under a joint venture agreement, Valuation Associates allocated the respective proportionate value of the restaurant property in question to each Fund in the joint venture agreement.

. Real Estate Only. The appraisals are for the value of the real estate only, and does not include furniture, fixtures and equipment in the restaurants.

. Lease Renewals. For purposes of the appraisals, Valuation Associates did not analyze any lease renewals which would occur during the 10-year holding period. Operators of restaurants currently performing at or above the average restaurant sales volume of the respective restaurant chains are assumed to have exercised the renewal options at the terms and conditions of the last lease term or as specified in the lease renewal option detail.

. Risk by Restaurant Operator. Valuation Associates relied solely upon lease information supplied by us with regard to tenant-descriptive information relating to its categorization of the type of restaurant operators, whether corporate or private, single or multi-unit. Valuation Associates relied upon information supplied by us, in conjunction with publicly available and Valuation Associates' own proprietary market data, with regard to descriptive and financial information relating to the risks inherent with the type of restaurant operator, whether corporate or private, single or multi-unit.

. Bankruptcies. As of the date of the reports submitted to us by Valuation Associates, a number of restaurant properties occupied by two restaurant chains, Long John Silver's and Boston Market, were protected by bankruptcy laws. Because of the uncertainty of the future operations of these restaurant chains, Valuation Associates used market level rents as well as capitalization rates in the analysis of the restaurant properties vacated by these two restaurant chains.

There were no assets subject to any material qualifications by Valuation Associates with respect to the valuation.

The date of the value of the restaurant properties of each Fund, as set forth in the appraisal rendered by Valuation Associates, is December 31, 1998. As of the date of this Consent Solicitation, we are not aware of any material event subsequent to the date of the appraisal that would result in any material changes to any of the values set forth in the appraisals rendered by Valuation Associates. The appraisals rendered by Valuation Associates will be updated and a supplemental Consent Solicitation will be provided to you and the other Limited Partners if we determine that any event has occurred or condition has changed since the date of the appraisals that may have caused a material change in the values reported.

Valuation Associates has previously rendered appraisals of the value of the leased and ownership interest of the Funds with respect to certain restaurant properties in connection with the acquisition of such properties by the Funds from third parties. In connection with the Acquisition, we paid or will pay on behalf of the Funds, Valuation Associates approximately $114,000 in the aggregate for its real estate appraisal services. We anticipate that APF may engage Valuation Associates for future valuations and appraisals of properties of APF. There is no contract, agreement or understanding between APF and Valuation Associates regarding any future engagement.

Liquidation Valuation. We also requested that Valuation Associates provide us with a liquidation value for the restaurant properties of each of the Funds. In providing us with such an estimate, Valuation Associates made several assumptions regarding the conditions under which we would be selling the restaurant properties of each Fund. These assumption were then applied to the market value derived for each restaurant property as described above. These assumptions include:

. Time Period. We asked that Valuation Associates assume that the liquidation of the Funds' restaurant property portfolios occur over a 12- month period. According to Valuation Associates, this would shorten the normal marketing period estimate by as much as 50%. Thus, Valuation Associates assumed that for a 12-month period, a discount of 5% from the appraised discounted present value would be necessary.

. Marketing of Restaurant Properties. Each Fund would make an aggressive marketing effort in the sale of the restaurant properties. In connection with this assumption, Valuation associates allowed for 1/2 of one percent of the appraised present value of each restaurant property as a reasonable amount for the increased marketing effort and contingency costs.

. Brokered Sales. In light of the 12-month liquidation period assumption, Valuation Associates assumed (and we agreed) that in such a liquidation, we would enlist the assistance of brokers. Based upon that assumption and upon current market research, Valuation Associates applied a 2% brokerage commission to the present values of the restaurant properties.

. Other Fees. Valuation Associates also assumed that we would have attorney, consultant and appraisal fees, as well as transfer taxes, surveys, title insurance and other related expenses that would amount to approximately 2% of the present value of the restaurant properties in each of the Funds.

. Bankruptcies. In connection with the bankruptcy filings made by Long John Silver's and Boston Market, Valuation Associates reviewed the restaurant properties of these two restaurant chains and increased their discount rates and capitalization rates to reflect the increased risk and the increased yield that an investor would expect.

FEDERAL INCOME TAX CONSIDERATIONS

The following summary of the material federal income tax issues associated with the Acquisition was prepared by Shaw Pittman Potts & Trowbridge, counsel to APF, and is based upon the laws, regulations, and reported judicial and administrative rulings and decisions in effect as of the date of this Consent Solicitation, all of which are subject to change, retroactively or prospectively, and to possibly differing interpretations. This discussion does not purport to deal with all of the federal income or other tax consequences applicable to you in light of your particular investment or other circumstances.

APF has not requested a ruling from the Internal Revenue Service (or IRS) or any other tax authority on the federal, state or local tax considerations relevant to the operation of APF, the Acquisition, or the ownership or disposition of APF Shares or Notes. Shaw Pittman has rendered certain opinions discussed herein and believes that if the IRS were to challenge their conclusions, the conclusions should prevail in court. Opinions of counsel are not binding on the IRS or on the courts, however, and we cannot predict whether the conclusions reached by Shaw Pittman would be sustained in court.

You should consult your own tax advisor in determining the federal, state, local, foreign and other tax consequences to you of the receipt, ownership, and disposition of APF Shares, or Notes (if you are eligible for and choose the Cash/Notes Option), the tax treatment of a REIT, and potential changes in applicable tax laws.

Certain Tax Differences between the Ownership of Units and APF Shares

Instead, as a Limited Partner, you are required to take into account your share of the income or loss of your Fund, regardless of whether any cash is distributed to you. If your Fund is acquired by APF and you have voted in favor of the Acquisition, you will receive APF Shares. If you have voted against the Acquisition but your Fund is acquired by APF, you may elect the Cash/Notes Option, in which case you will receive cash and Notes.

If your Fund is acquired by APF and you receive APF Shares, your ownership of APF Shares will affect the character and amount of income reportable by you in the future. Because each Fund is a partnership for federal income tax purposes, it is not subject to taxation. Currently, as the owner of Units, you must take into account your distributive share of all income, loss and separately stated partnership items, regardless of the amount of any distributions of cash to you. Your Fund supplies that information to you annually on a Schedule K-1. The character of the income that you recognize depends upon the assets and activities of your Fund and may, in some circumstances, be treated as income which may be offset by any losses you may have from passive activities.

In contrast to your treatment as a Limited Partner, if your Fund is acquired by APF and you receive APF Shares, as a stockholder of APF you will be taxed based on the amount of distributions you receive from APF. Each year APF will send you a Form 1099-DIV reporting the amount of taxable and nontaxable distributions paid to you during the preceding year. The taxable portion of these distributions depends on the amount of APF's earnings and profits. Because the Acquisition is a taxable transaction, APF's tax basis in the acquired restaurant properties will be higher than the Funds' tax basis had been in the same properties. At the same time, however, APF may be required to utilize a slower method of depreciation with respect to certain restaurant properties than that used by the Funds. As a result, APF's tax depreciation from the acquired restaurant properties will differ from the Funds' tax depreciation. Accordingly, under certain circumstances, even if APF were to make the same level of distributions as your Fund, a different portion of the distributions could constitute taxable income to you. In addition, the character of this income to you as a stockholder of APF does not depend on its character to APF. The income will generally be ordinary dividend income to you and will be classified as portfolio income under the passive loss rules, except with respect to capital gains dividends, discussed below. Furthermore, if APF incurs a taxable loss, the loss will not be passed through to you. For certain other differences attributable to APF's status as a REIT, see "--Taxation of APF" and "--Taxation of Stockholders--Taxable Domestic Stockholders" below.

Tax Consequences of the Acquisition

Tax Consequences of Your Fund's Transfer of Assets to APF. If your Fund is acquired by APF, your Fund will be merged with and into the Operating Partnership. For federal income tax purposes, the merger of your Fund and the Operating Partnership will be treated as though your Fund transferred all of its assets and liabilities to APF in exchange for APF Shares and, if you or any other Limited Partners in your Fund elect the Cash/Notes Option, cash and Notes. Your Fund will then be treated as though it liquidated and distributed the cash and Notes to the Limited Partners electing the Cash/Notes Option and the APF Shares to the remaining Limited Partners.

Under section 351(a) of the Code, no gain or loss is recognized if (i) property is transferred to a corporation by one or more individuals or entities in exchange for the stock of that corporation, and (ii) immediately after the exchange, such individuals or entities are in control of the corporation. For purposes of section 351(a), control is defined as the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation. APF has represented to Shaw Pittman that, following the Acquisition, the Limited Partners of the Funds will not own stock possessing at least 80 percent of the total combined voting power of all classes of APF stock entitled to vote and at least 80 percent of the total number of shares of all other classes of APF stock. Based upon this representation, Shaw Pittman has opined that the Acquisition will not result in the acquisition of control of APF by the Limited Partners for purposes of section 351(a). Accordingly, the transfer of assets will result in recognition of gain or loss by each Fund that is acquired by APF.

If your Fund is acquired by APF and no Limited Partners elect the Cash/Notes Option, your Fund will receive solely APF Shares in exchange for your Fund's assets. As a result, your Fund will recognize an amount of gain equal to the difference between (1) the sum of (a) the fair market value of the APF Shares received by your Fund and (b) the amount of your Fund's liabilities, if any, assumed by the Operating Partnership, and (2) the adjusted tax basis of the assets transferred by your Fund to the Operating Partnership.

If your Fund is acquired by APF and you or any other Limited Partners in your Fund elect the Cash/Notes Option, your Fund will receive APF Shares, cash and Notes in exchange for your Fund's assets. Because the principal portion of the Notes will not be due until , 2006, the acquisition of your Fund's assets, in part, in exchange for Notes will be reported under the installment sales method and a portion of your Fund's gain may be deferred under the "installment sale" rules. Pursuant to this method, and assuming that none of the principal amount of the Notes is collected in the year of the Acquisition, the amount of gain recognized by your Fund in the year of the Acquisition will be equal to value of the APF Shares and cash received by your fund multiplied by the ratio that the gross profit realized by your Fund in the Acquisition bears to the total contract price for your Fund's assets. To the extent your Fund realizes depreciation recapture income under section 1245 or section 1250 of the Code, the recapture income will also be recognized by your Fund in the year of the Acquisition.

The gross profit that your Fund realizes from the Acquisition will generally equal the excess, if any, of the selling price (without reduction for any selling expenses) for your Fund's assets over the adjusted tax basis of those assets. The contract price will equal the selling price reduced by certain qualified indebtedness encumbering your Fund's assets, if any, that are assumed or taken subject to by the Operating Partnership. The exact amount of the gain to be recognized by your Fund in the year of the Acquisition will also vary depending upon the decisions of the Limited Partners to receive APF Shares, cash and Notes.

In general, gains or losses realized with respect to transfers of non-dealer real estate and equipment in the Acquisition are likely to be treated as realized from the sale of a "section 1231 asset" (i.e., real property and depreciable assets used in a trade or business and held for more than one year). Your share of gains or losses from the sale of section 1231 assets of your Fund would be combined with any other section 1231 gains and losses that you recognize in that year. If the result is a net loss, such loss is characterized as an ordinary loss. If

the result is a net gain, it is characterized as a capital gain, except that the gain will be treated as ordinary income to the extent that you have "non- recaptured section 1231 losses." For these purposes, the term "non-recaptured section 1231 losses" means your aggregate section 1231 losses for the five most recent prior years that have not been previously recaptured. However, gain recognized on the sale of personal property will be taxed as ordinary income to the extent of all prior depreciation deductions taken by your Fund prior to sale. In general, you may only use up to $3,000 of capital losses in excess of capital gains to offset ordinary income in any taxable year. Any excess loss is carried forward to future years subject to the same limitations.

Allocation of Gain or Loss Among Limited Partners. The amount of the gain or loss that your Fund recognizes will be allocated to you and the other Limited Partners in accordance with the terms of your Fund's partnership agreement. Each Limited Partner will be allocated and must report its allocable share of such gain, if any, pursuant to these terms, regardless of the Limited Partner's decision to receive cash and Notes rather than APF Shares. Even though a Limited Partner's election of the Cash/Notes Option may decrease the amount of gain your Fund recognizes, the electing Limited Partner still will be required to take into account his, her or its share of the Fund's gain as determined under the partnership agreement. Therefore, Limited Partners who elect the Cash/Notes Option may recognize gain in the year of the Acquisition despite the fact that they will receive only a small amount of cash and no publicly-traded instruments with which to pay the tax on the gain. Such Limited Partners will adjust the basis of the Notes as described below, and the resulting increase in basis will decrease the amount of the gain recognized over the term of the Notes by the Limited Partners electing the Cash/Notes Option. See "Liquidation and Termination of Your Fund."

Tax Consequences of the Liquidation and Termination of Your Fund. If your Fund is acquired by APF, your Fund will be deemed to have liquidated and distributed the APF Shares or the cash and Notes, as the case may be, to you. The taxable year of your Fund will end at such time, and you must report, in your taxable year that includes the date of the Acquisition, your share of all income, gain, loss, deduction and credit for your Fund through the date of the Acquisition (including your gain or loss resulting from the Acquisition described above). If your taxable year is not the calendar year, you could be required to recognize as income in a single taxable year your share of your Fund's income attributable to more than one of its taxable years.

The APF Shares or cash and Notes will be distributed among you and the other Limited Partners in a manner that we, as the general partners of the Funds, determine to be pro rata based on your respective capital account balances. If you receive APF Shares in the Acquisition, you will recognize gain or loss equal to the difference between the fair market value of the APF Shares that you receive (determined on the closing date of the Acquisition) and your adjusted tax basis in your Units (adjusted by your distributive share of income, gain, loss, deduction and credit for the final taxable year of your Fund (including any such items recognized by your Fund as a result of the Acquisition) as well as any distributions you receive in such final taxable year (other than the distribution of the APF Shares)). Your basis in the APF Shares will then equal the fair market value of the APF Shares on the closing date of the Acquisition and your holding period for the APF Shares for purposes of determining capital gain or loss will begin on the closing date of the Acquisition.

If you receive cash and Notes in the Acquisition, you will recognize gain to the extent that the amount of cash you receive in the Acquisition exceeds your adjusted basis in your Units (adjusted by your distributive share of income, gain, loss, deduction and credit for the final taxable year of your Fund (including any such items recognized by your Fund as a result of the Acquisition) as well as any distributions you receive in such final taxable year (other than the distributions of the cash and Notes)). Your basis in the Notes distributed to you will equal your adjusted basis in your Units, reduced (but not below zero) by the amount of any cash distributed to you and your holding period for the Notes for purposes of determining capital gain or loss from the disposition of the Notes will include your holding period for your Units.

Because the assets of your Fund are held for investment and not for resale, the Acquisition will not result in the recognition of material unrelated business taxable income by you if you are a tax-exempt investor that does not hold Units either as a "dealer" or as debt-financed property within the meaning of section 514, and you are not an organization described in section 501(c)(7) (social clubs), section 501(c)(9) (voluntary

employees' beneficiary associations), section 501(c)(17) (supplemental unemployment benefit trusts) or section 501(c)(20) (qualified group legal services plans) of the Code. If you are included in one of the four classes of exempt organizations noted in the previous sentence, you may recognize and be taxed on gain or loss on the Acquisition.

Treatment of Noteholders

Stated Interest. If you receive Notes in the Acquisition, under general principles of the Code, you must include stated interest in income in accordance with your method of tax accounting. Accordingly, if you use the accrual method of tax accounting, you must include stated interest in income as it accrues and, if you use the cash method of tax accounting, you must include stated interest in income as it is actually or constructively received.

Payments of interest income to you will constitute portfolio income, not passive activity income for purposes of section 469 of the Code. Accordingly, such income will not be subject to reduction by your losses from passive activities (e.g., any interest in a trade or business held as a limited partner in which you do not materially participate) if you are subject to the passive activity loss rules. Income attributable to interest payments may be offset by investment expense deductions, however, subject to the limitation that, if you are an individual investor, you may only deduct miscellaneous itemized deductions (including investment expenses) to the extent such deductions exceed two percent of your adjusted gross income.

Receipt of Principal. Noteholders will recognize gain or loss when APF makes payments of principal under the Notes. The amount of gain or loss recognized at the time the principal payments are made will be equal to the difference between the amount of the principal payments and the noteholder's basis in the Notes. If, however, the Notes are redeemed in part prior to the Maturity Date, the amount of gain or loss recognized at the time the principal payments are made will be equal to the difference between the amount of the principal payments made and a proportionate amount of the noteholder's basis in the Notes. To the extent a noteholder's adjusted tax basis in his or her notes is greater than the face amount of the Notes, the excess should be treated as a capital loss upon the retirement or maturity of the Notes.

Disposition of Notes. In general, if you are a holder of Notes, you will recognize gain or loss upon the sale, exchange, redemption or other taxable disposition of a Note measured by the difference between (i) the amount of cash and the fair market value of property received (except, for cash method taxpayers, to the extent attributable to the payment of accrued interest) and
(ii) your tax basis in the Note. Any such gain or loss will generally be long- term capital gain or loss, provided the Note was a capital asset in your hands and was held for more than one year.

If the face amount of the Notes that you hold at the end of the taxable year (together with any other installment obligations that you receive during the year) exceeds $5,000,000, you may be required to pay to the IRS interest at the federal underpayment rate based on a portion of the tax liability that you have deferred.

Tax Consequences of the Acquisition to APF. APF will not recognize gain or loss as a result of the Acquisition. APF will have a holding period in the restaurant properties that begins on the closing date. The basis of the restaurant properties received by APF from the Funds that are acquired by APF will equal the fair market value of the APF Shares plus the cash and the issue price of the Notes issued in the Acquisition, plus the amount of any liabilities of the Funds assumed by APF.

The aggregate basis of APF's assets will be allocated among such assets in accordance with their relative fair market values as described in section 1060 of the Code. As a result, APF's basis in each acquired restaurant property will differ from the Fund's basis therein, and the restaurant properties will be subject to different depreciable periods and methods as a result of the Acquisition. These factors could result in an overall change, following the Acquisition, in the depreciation deductions attributable to the restaurant properties acquired from the Funds.

Tax Issues Relating to Foreign Limited Partners. The rules governing U.S. federal income taxation of nonresident alien individuals and foreign entities are complex, and we will not try here to provide more than a brief summary of certain rules relating to the Acquisition. If you are a foreign Limited Partner, you should consult your tax advisors to determine the impact of the Acquisition under the tax laws applicable to you, including any reporting requirements.

The Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") introduced special rules applicable to foreign investors in United States real property and partnerships owning United States real property. FIRPTA generally subjects foreign investors to United States taxation at regular United States rates on the gain from the sale by such foreign investors of United States real property interests, which include (i) United States real estate and (ii) interests in certain entities (including partnerships) holding United States real estate. FIRPTA also imposes withholding on such sales.

Section 702(b) of the Code determines the character of an item included in a partner's distributive share of gain as if the item were realized directly by the partner from the source from which the item was realized by the partnership. Therefore, if a partnership sells a United States real property interest, FIRPTA should apply as if the foreign partner had sold the United States real property interest directly. APF, based on the advice of Shaw Pittman, believes that substantially all of the assets in the Funds consist of United States real property interests. Accordingly, you should take into account your distributive share of any gain or loss recognized by your Fund on its disposition of the United States real property interests in the Acquisition. Consequently, you will be subject to tax upon your distributive share of any such gain.

Section 1446 requires partnerships to withhold at a 39.6 percent rate with respect to noncorporate foreign partners and a 35 percent rate with respect to corporate foreign partners on "effectively connected taxable income" allocable to foreign partners. A foreign partner's distributive share of the income from a disposition of a United States real property interest is subject to withholding under section 1446 because FIRPTA characterizes such gain as effectively connected taxable income. Any amounts withheld with respect to the distributive share of a foreign partner are treated as a credit against the tax liability of such partner for the taxable year to which the withholding relates. Withheld amounts are treated as a distribution on the last day of the partnership taxable year for which the withheld amount was paid (or, if earlier, on the last day on which the partner owned an interest in the partnership).

To satisfy the above withholding obligation with respect to the Acquisition, your Fund may retain and place in an escrow account, or similar arrangement, the APF Shares, Notes, or cash to be received by any foreign limited partner, pending a sale of a portion of the APF Shares or Notes sufficient to satisfy the withholding requirement or, alternatively, the receipt of an amount of cash from such foreign limited partner sufficient to satisfy the withholding requirement.

Taxation of APF

General. APF has elected to be taxed as a REIT for federal income tax purposes, as defined in sections 856 through 860 of the Code, commencing with its taxable year ending December 31, 1995. APF believes that it is organized and will operate so as to continue to qualify as a REIT. We cannot predict, however, whether APF will continue to succeed in qualifying as a REIT. The provisions of the Code pertaining to REITs are highly technical and complex. Accordingly, we urge you to review with your tax advisor this summary, the applicable Code sections, rules and regulations issued thereunder, and administrative and judicial interpretations thereof.

If APF qualifies to be treated as a REIT for federal income tax purposes, it generally will not be subject to federal corporate income tax on net income that is currently distributed to APF stockholders. This treatment substantially eliminates the "double taxation" (imposed at the corporate level when earned and once again at the stockholder level when distributed) that generally results from investments in a corporation.

Certain Corporate Level Taxation. Regardless of whether APF qualifies as a REIT, APF will be subject to federal income tax in the following circumstances:

. APF will be taxed at regular corporate rates on any undistributed real estate investment trust taxable income, including undistributed net capital gains.

. Under certain circumstances, APF may be subject to the alternative minimum tax on its items of tax preference.

. If APF has net income from foreclosure property, which is real property, and any attached personal property acquired as a result of default on a lease of or on a loan secured by this property, it will be subject to tax on this income at the highest corporate rate.

. If APF has net income derived from a prohibited transaction, which is a sale or other disposition of property (other than foreclosure property) that is held primarily for sale to customers in the ordinary course of business, this income will be subject to a 100 percent tax.

. If APF should fail to satisfy the 75 percent gross income test or the 95 percent gross income test (as discussed below), but has nonetheless maintained its qualification as a REIT because certain other requirements have been met, it will be subject to a 100 percent tax on the net income attributable to the greater of the amount by which it fails the 75 percent or 95 percent test.

. If, during each calendar year, APF fails to distribute at least the sum of (i) 85 percent of its real estate investment trust ordinary income for such year, (ii) 95 percent of its real estate investment trust capital gain net income for such year, and (iii) any undistributed taxable income from prior periods, APF will be subject to a four percent excise tax on the excess of the required distribution over the amounts actually distributed.
. If APF acquires any asset from a C corporation in a transaction in which the basis of the asset in APF's hands is determined by reference to the basis of the asset (or any other property) in the hands of the corporation, and APF recognizes gain on the disposition of the asset during the 10-year period beginning on the date on which the asset was acquired by APF, then, assuming APF makes an election pursuant to IRS Notice 88-19, to the extent of the property's "built-in gain" (the excess of the fair market value of the property at the time of acquisition by APF over the adjusted basis in the property at such time), this gain will be subject to tax at the highest regular corporate rate.

If APF fails to qualify as a REIT for any taxable year and certain relief provisions do not apply, APF will be subject to federal income tax (including alternative minimum tax) as an ordinary corporation on its taxable income at regular corporate rates. To the extent that APF would be subject to tax liability for any taxable year, the amount of cash available for satisfaction of its liabilities and for distribution to its stock-holders would be reduced. In addition, if APF fails to qualify as a REIT, distributions made to you, as a stockholder of APF, generally would be taxable as ordinary income to the extent of current and accumulated earnings and profits and, subject to certain limitations, certain investors would be eligible for the corporate dividends received deduction, but we cannot guarantee that any such distribu-tions would be made. APF would not be eligible to elect REIT status for the four taxable years after the taxable year it failed to qualify as a REIT, unless its failure to qualify was due to reasonable cause and not willful neglect and certain other requirements were satisfied.

Requirements for Qualification. As discussed more fully below, the Code defines a REIT as a corporation, trust or association that:

. is managed by one or more trustees or directors;

. uses transferable shares or transferable certificates to evidence beneficial ownership;

. would be taxable as a domestic corporation, but for sections 856 through 860 of the Code;

. is neither a financial institution nor an insurance company;

. has at least 100 persons as beneficial owners;

. is not closely held as defined in section 856(h) of the Code; and

. satisfies certain other tests that are described below regarding the nature of its assets and income and the amount of its distributions.

In the case of a REIT that is a partner in a partnership, the Treasury Regulations deem that the REIT owns its proportionate share of the assets of the partnership and is entitled to the income of the partnership attributable to its proportionate share. In addition, the assets and gross income (as defined in the Code) of the partnership attributed to the REIT retain the same character as in the hands of the partnership for purposes of section 856 of the Code, including satisfying the gross income tests and the asset tests described below. Thus, APF's proportionate share of the assets, liabilities and items of income of the APF Operating Partnership will be treated as assets, liabilities and items of income of APF for purposes of applying the asset and gross income tests described below.

Income Tests. In order for APF to qualify as a REIT, there are currently two requirements relating to APF's gross income that must be satisfied annually. First, at least 75 percent of APF's gross income (excluding gross income from prohibited transactions) for each taxable year must consist of temporary investment income or of certain defined categories of income derived directly or indirectly from investments relating to real property or the mortgages on real property. Subject to various limitations, these categories include rents from real property, interest on mortgages on real property, gain from the sale or other disposition of real property (including interests in real property and in mortgages on real property) not primarily held for sale to customers in the ordinary course of business, income from foreclosure property, and amounts received as consideration for entering into either loans secured by real property or purchases or leases of real property. Second, at least 95 percent of APF's gross income (excluding gross income from prohibited transactions) for each taxable year must be derived either from income qualifying under the 75 percent test or from dividends, other types of interest and gain from the sale or disposition of stock or securities, or from any combination of the foregoing.

In addition, for each taxable year before 1998, gain from the sale or other disposition of stock or securities held for less than one year, gain from prohibited transactions and gain on the sale or other disposition of real property held for less than four years (apart from involuntary conversions and sales of foreclosure property) must have represented less than 30 percent of APF's gross income (including gross income from prohibited transactions) for such taxable year.

APF believes that it satisfied all three of these income tests for 1995, 1996, 1997 and 1998 and expects to satisfy the two current tests for 1999 and subsequent taxable years.

Much of APF's income will be derived from rent from the restaurant properties. Rent from the restaurant properties qualifies as "rents from real property" in satisfying the two gross income tests only if the following conditions are met:

. First, the rent must not be based in whole or in part, directly or indirectly, on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "rents from real property" solely by reason of being based on a fixed percentage or percentages of receipts or sales.

. Second, rents received from a tenant will not qualify as "rents from real property" if APF, or a direct or indirect owner of 10 percent or more of APF, owns, directly or constructively, 10 percent or more of the tenant.

. Third, if rent attributable to personal property leased in connection with a lease of real property is greater than 15 percent of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as "rents from real property."

. Finally, for rents to qualify as "rents from real property," APF generally must not operate or manage the property or furnish or render services to the tenants of such property, except that APF may directly perform services that are "usually or customarily rendered" in connection with the rental of space for

occupancy, other than services that are considered to be rendered to the occupant of the property. Beginning with its 1998 taxable year, however, APF is permitted to earn up to one percent of its gross income from tenants, determined on a property-by-property basis, by furnishing services that are noncustomary or provided directly to the tenants without causing the rental income to fail to qualify as rents from real property.

APF has represented to Shaw Pittman that it will not violate any of the four conditions specified above. Specifically, APF expects that a substantial majority of its income will be derived from leases of the type described in "APF's Business and the Restaurant Properties--The Restaurant Properties-- Description of Leases," and it does not expect such leases to generate income that would not qualify as rents from real property for purposes of the 75 percent and 95 percent income tests.

In addition, APF will be paid interest on mortgage loans. All interest income qualifies under the 95 percent gross income test. All the interest on each mortgage loan will also qualify under the 75 percent gross income test if the loan is secured by both real property and other property and if the amount of the loan did not exceed the fair market value of the real property at the time of the loan commitment. APF anticipates that its mortgage loans will continue to generate qualified income under the 75 percent and 95 percent income tests.

APF will also receive payments under the terms of secured equipment leases. Although the secured equipment leases will be structured as leases or loans, Shaw Pittman is of the opinion that, subject to certain assumptions, the secured equipment leases will be treated as loans secured by personal property for federal income tax purposes. See "--Characterization of the Secured Equipment Leases" below. If the secured equipment leases are treated as loans secured by personal property for federal income tax purposes, then the portion of the payments under the terms of the secured equipment leases that represents interest, rather than a return of capital for federal income tax purposes, will not satisfy the 75 percent gross income test (although it will satisfy the 95 percent gross income test). APF believes, however, that the aggregate amount of such non-qualifying income from the secured equipment leases will not cause APF to exceed the limits on non-qualifying income under the 75 percent gross income test.

If, contrary to Shaw Pittman's opinion, the IRS treats the secured equipment leases as true leases rather than as loans secured by personal property, the payments under the terms of the secured equipment leases will be treated as rents from personal property. Rents from personal property will satisfy both the 75 percent and 95 percent gross income tests if they are received in connection with a lease of real property and the rent attributable to the personal property does not exceed 15 percent of the total rent received from the tenant in connection with the lease. If rents attributable to personal property exceed 15 percent of the total rent received from a particular tenant, however, then the portion of the total rent attributable to personal property will not satisfy either the 75 percent or 95 percent gross income tests.

Prior to the Acquisition, APF will increase its restaurant management, development and financing capabilities by acquiring the CNL Restaurant Businesses. As a result, in the future APF may assist third parties with raising capital, making acquisitions, and performing due diligence. APF may also provide to third parties such services as asset management, accounting services, construction and development services, and acquisition and financing advisory services.

The income derived by APF from providing these services to third parties would not be qualifying income under the 75 percent and 95 percent gross income tests. APF does not anticipate, however, that the income derived from such services (together with any other nonqualifying income for purposes of the 95 percent gross income test) will equal or exceed five percent of APF's annual gross income, and does not anticipate that the income derived from such services (together with any other nonqualifying income for purposes of the 75 percent gross income test) will equal or exceed 25 percent of APF's annual gross income.

If APF fails to satisfy one or both of the 75 percent or 95 percent tests for any taxable year, it may still qualify as a REIT if (i) APF's failure is due to reasonable cause and not willful neglect; (ii) it reports the nature

and amount of each item of its income on a schedule attached to its tax return for such year; and (iii) the reporting of any incorrect information is not due to fraud with intent to evade tax. Even if these three requirements are met and APF is not disqualified as a REIT, however, a penalty tax would be imposed by reference to the amount by which APF failed the 75 percent or 95 percent test (whichever amount is greater).

Asset Tests. At the end of each quarter of APF's taxable year, at least 75 percent of the value of its total assets must consist of "real estate assets," cash and cash items (including receivables), and certain government securities. The balance of APF's assets generally may be invested without restriction, except that securities holdings not within the 75 percent class of assets generally must not, with respect to any one issuer, exceed 5 percent of the value of APF's assets or 10 percent of the issuer's outstanding voting securities. The term "real estate assets" includes real property, interests in real property, leaseholds of land or improvements thereon, and mortgages on any such property or leasehold and any property attributable to the temporary investment of new capital (but only if this investment is in stock or a debt instrument and only for the one-year period beginning on the date that APF receives the capital). When a mortgage is secured by both real property and other property, it is considered to constitute a mortgage on real property to the extent of the fair market value of the real property at the time when APF is committed to make the loan (or, in the case of a construction loan, the reasonably estimated cost of construction). The bulk of the APF's assets will be real property, but APF will also hold the secured equipment leases. Shaw Pittman is of the opinion, based on certain assumptions, that the secured equipment leases will be treated as loans secured by personal property for federal income tax purposes as discussed below in "--Characterization of Secured Equipment Leases." Therefore, the secured equipment leases will not qualify as "real estate assets." However, APF has represented that, at the end of each quarter, the value of the secured equipment leases, together with any personal property owned by APF, has been and will be less than 25 percent of APF's total assets and that the value of the secured equipment leases entered into with any particular tenant or borrower has been and will be less than 5 percent of APF's total assets. APF does not have any independent appraisals to support this representation, and Shaw Pittman, in rendering its opinion as to the qualification of APF as a REIT, is relying on the conclusions of APF and its senior management as to the relative values of APF's assets. The IRS may contend, however, that either (i) the value of the secured equipment leases entered into with any particular tenant or borrower represents more than 5 percent of APF's total assets, or (ii) the value of the secured equipment leases, together with any personal property owned by APF, exceeds 25 percent of APF's total assets.

Ownership Tests. The Code provides the following ownership requirements for qualification as a REIT:

. during the last half of each taxable year, not more than 50 percent in value of the REIT's outstanding shares may be owned, directly or indirectly (applying certain attribution rules), by five or fewer individuals (or certain entities as defined in the Code); and

. there must be at least 100 stockholders (without reference to any attribution rules) on at least 335 days of a 12-month taxable year (or a proportionate part of a shorter taxable year).

These two requirements do not apply to the first taxable year for which an election is made to be treated as a REIT. In keeping with these requirements, APF's Articles of Incorporation generally prohibit any person or entity from actually, constructively or beneficially acquiring or owning (applying certain attribution rules) more than 7.5 percent of the issued and outstanding APF Shares (including any Preferred Stock), except that Mr. Seneff, and certain related persons, may hold up to 19.9%. APF's Articles of Incorporation also empower APF's Board of Directors to redeem, at its option, a sufficient number of APF Shares to comply with these ownership tests or to assure continued conformity with them.

Under APF's Articles of Incorporation, the Board of Directors may require that each holder of APF Shares disclose to APF's Board of Directors in writing such information with respect to actual, constructive or beneficial ownership of APF Shares. Certain Treasury Regulations govern the method by which APF is required to demonstrate compliance with these stock ownership requirements and the failure to satisfy such regulations could cause APF to fail to qualify as a REIT. We believe that APF will meet these stock ownership requirements for each taxable year and will be able to demonstrate its compliance with these requirements.

Distribution Requirements. APF must distribute to its stockholders for each taxable year ordinary income dividends in an amount equal to at least (a) 95 percent of the sum of (i) its "real estate investment trust taxable income"
(computed before deduction of dividends and excluding any net capital gains)
and (ii) the excess of net income from foreclosure property over the tax on such income, minus (b) certain excess noncash income. "Real estate investment trust taxable income" generally is the taxable income of a REIT computed as if it were an ordinary corporation, with certain adjustments. Distributions must be made in the taxable year to which they relate, or, if declared before the timely filing of APF's tax return for such year and paid not later than the first regular dividend payment after such declaration, in the following taxable year.

APF intends to make distributions to stockholders that will meet the 95 percent distribution requirement. Under some circumstances, however, APF may not have sufficient funds from its operations to make cash distributions to satisfy the 95 percent distribution requirement. For example, in the event of the default or financial failure of one or more tenants or lessees, APF might be required under federal income tax principles to continue to accrue rent for some period of time even though APF would not currently be receiving the corresponding amounts of cash. Similarly, APF might not be entitled, under federal income tax principles, to deduct certain expenses at the time those expenses are incurred. In either case, APF's cash available for making distributions might not be sufficient to satisfy the 95 percent distribution requirement. If the cash available to APF is insufficient to make the necessary distributions, APF might raise cash by borrowing funds, issuing new securities or selling assets. If APF ultimately were unable to satisfy the 95 percent distribution requirement, it would fail to qualify as a REIT and, as a result, would be subject to federal income tax as an ordinary corporation.

If APF fails to satisfy the 95 percent distribution requirement as a result of an adjustment to its tax returns by the IRS, under certain circumstances it may be able to rectify its failure by paying a "deficiency dividend" (plus a penalty and interest) within 90 days after such adjustment. This deficiency dividend would be included in APF's deductions for dividends paid for the taxable year affected by such adjustment. The deduction for a deficiency dividend will be denied, however, if any part of the adjustment resulting in the deficiency is attributable to fraud with intent to evade tax or to willful failure to file an income tax return on time.

Opinion of Shaw Pittman. Based upon representations made by officers of APF with respect to relevant factual matters, upon the existing Code provisions, the applicable regulations issued under the Code ("Treasury Regulations"), and reported administrative and judicial interpretations of the Code and Treasury Regulations, upon Shaw Pittman's independent review of relevant documents, and upon the assumption that APF will operate in the manner described in this Consent Solicitation, Shaw Pittman has opined the following:

. APF qualified as a REIT under the Code for its taxable years ending through December 31, 1998;

. APF is organized in conformity with the requirements for qualification as a REIT; and

. APF's proposed method of operation will enable it to meet the requirements for qualification as a REIT.

You should bear in mind, however, that APF's ability to qualify and remain qualified as a REIT depends upon actual operating results and future actions by and events involving APF and others. Shaw Pittman's opinion does not ensure that the actual results of APF's operations and future actions and events (including changes in tax laws) will enable APF to satisfy in any given year the requirements for qualification and taxation as a REIT.

Upon receipt of a written request from you or from your representative designated in writing, we will provide you with a free copy of Shaw Pittman's opinion.

Characterization of Leases. APF has purchased and intends to purchase in the future restaurant properties with both new and existing buildings and lease them to franchisees or corporate franchisors pursuant to leases of the type described in "APF's Business and The Restaurant Properties--The Restaurant Properties--Description of Leases." APF's ability to claim certain tax benefits associated with ownership of the

restaurant properties, such as depreciation, depends on a determination that the lease transactions engaged in by APF are true leases, under which APF is the owner of the leased restaurant property for federal income tax purposes, rather than a conditional sale of the restaurant property or a financing transaction. If it is determined that APF is not the owner of the restaurant properties for federal income tax purposes, then APF could suffer adverse consequences, such as the denial of APF's depreciation deductions. A denial of APF's depreciation deductions could result in a determination that APF's distributions to stockholders were insufficient to satisfy the 95 percent distribution requirement for qualification as a REIT. As discussed above, however, if APF has sufficient cash, it may be able to remedy any past failure to satisfy the distribution requirements by paying a "deficiency dividend" (plus a penalty and interest). Furthermore, in the event that APF was not the owner of a particular restaurant property, in the opinion of Shaw Pittman the income that APF would receive pursuant to the recharacterized lease would constitute interest qualifying under the 95 percent and 75 percent gross income tests by reason of being interest on an obligation secured by a mortgage on an interest in real property, because the legal ownership structure of such restaurant property would have the effect of making the building serve as collateral for a debt obligation.

The characterization of transactions as leases, conditional sales, or financings has been addressed in numerous instances. The courts have not identified any one determinative factor of whether the lessor or the lessee of property is to be treated as the owner. Judicial decisions and IRS pronouncements with respect to the characterization of transactions as either leases, conditional sales, or financing transactions have clearly stated that the characterization of leases for tax purposes is a question that must be decided on the basis of a weighing of many factors, and courts have reached different conclusions even where characteristics of two lease transactions were substantially similar.

While certain characteristics of the leases, such as the fact that such leases are "triple-net" leases, suggest that APF might not be the owner of the restaurant properties, many other characteristics indicate the bona fide nature of such leases and that APF is the owner of the restaurant properties. For example, under the types of leases described in "APF's Business and The Restaurant Properties--The Restaurant Properties--Description of Leases," APF bears the risk of substantial loss in the value of the restaurant properties because it uses an equity investment, rather than nonrecourse indebtedness to acquire its interest in the restaurant properties. Further, APF, rather than the tenant, benefits from any appreciation in the restaurant properties, since APF has the right at any time to sell or transfer the restaurant properties, subject to the tenant's right to purchase the property at a price not less than the restaurant property's fair market value (determined by appraisal or otherwise).

Other factors that are consistent with the ownership of the restaurant properties by APF are (i) the tenants are liable for repairs and are required to return the restaurant properties in reasonably good condition; (ii) insurance proceeds generally are to be used to restore the restaurant properties and, to the extent not so used, belong to APF; (iii) the tenants agree to subordinate their interests in the restaurant properties to the lien of any first mortgage upon delivery of a nondisturbance agreement and agree to pay rent to the purchaser upon any foreclosure sale; and (iv) based on APF's representation that the restaurant properties can reasonably be expected to have at the end of their lease terms (generally a maximum of 30 to 40 years) a fair market value of at least 20 percent of APF's cost and a remaining useful life of at least 20 percent of their useful lives at the beginning of the leases, APF has not relinquished the restaurant properties to the tenants for their entire useful lives, but has retained a significant residual interest in them. Moreover, APF will not be primarily dependent upon tax benefits in order to realize a reasonable return on its investments.

For the restaurant properties for which APF owns the buildings and the underlying land, on the basis of the foregoing, assuming (i) APF leases the restaurant properties on substantially the same terms and conditions described in "APF's Business and The Restaurant Properties--The Restaurant Properties-- Description of Leases," and (ii) as is represented by APF, the residual value of the restaurant properties remaining after the end of their lease terms (including all renewal periods) may reasonably be expected to be at least 20 percent of

APF's cost of such restaurant properties, and the remaining useful lives of the restaurant properties after the end of their lease terms (including all renewal periods) may reasonably be expected to be at least 20 percent of the restaurant properties' useful lives at the beginning of their lease terms, it is Shaw Pittman's opinion that APF will be treated as the owner of the restaurant properties for federal income tax purposes and will be entitled to claim depreciation and other tax benefits associated with such ownership. In the case of the restaurant properties for which APF does not own the underlying land, Shaw Pittman cannot opine that the transactions will be characterized as leases, but will opine that the transactions will be characterized as financing transactions and the income from the transactions will constitute interest on mortgages secured by real property.

Characterization of Secured Equipment Leases. APF will purchase equipment and lease it to franchisees or corporate franchisors pursuant to leases of the type described in "APF's Business and The Restaurant Properties--APF's Business--Secured Equipment Leasing." The ability of APF to continue to qualify as a REIT depends on a determination that the secured equipment leases are financing arrangements, under which the lessees acquire ownership of the equipment for federal income tax purposes. If the secured equipment leases are instead treated as true leases, APF may be unable to satisfy the income tests for REIT qualification discussed in "--Taxation of APF--Income Tests" above.

While certain characteristics of the secured equipment leases suggest that APF retains ownership of the equipment, such as the fact that the secured equipment leases are structured as leases, with APF retaining title to the equipment, a substantial number of other characteristics indicate that the secured equipment leases are financing arrangements and that the lessees are the owners of the equipment for federal income tax purposes. For example, under the types of secured equipment leases described in "APF's Business and The Restaurant Properties--APF's Business--Secured Equipment Leasing," the lease term will equal or exceed the useful life of the equipment, and the lessee will have the option to purchase the equipment at the end of the lease term for a nominal sum. Moreover, under the terms of the secured equipment leases, APF and the lessees will each agree to treat the secured equipment leases as loans secured by personal property, rather than leases, for tax purposes.

On the basis of the foregoing, assuming (i) the secured equipment leases are made on substantially the same terms and conditions described in "APF's Business and The Restaurant Properties--APF's Business--Secured Equipment Leasing," and (ii) as represented by APF, each of the secured equipment leases will have a term that equals or exceeds the useful life of the equipment subject to the lease, it is the opinion of Shaw Pittman that APF will not be treated as the owner of the equipment that is subject to the secured equipment leases for federal income tax purposes and that APF will be able to treat the secured equipment leases as loans secured by personal property. Shaw Pittman's opinion that APF will be organized in conformity with the requirements for qualification as a REIT is based, in part, on the assumption that each of the secured equipment leases will conform with the conditions outlined in clauses
(i) and (ii) of the preceding sentence.

Securitizations. From time to time, APF intends to enter into one or more securitization transactions. In a securitization, APF will consolidate certain of the outstanding real estate loans it holds into a single portfolio, and then sell interests in the portfolio to outside investors. Depending on how they are structured, securitizations can be classified for federal income tax purposes either as a sale of assets or as a borrowing against assets. APF intends to structure its securitizations so as to avoid characterization of the transactions as sales of the underlying mortgages and, in appropriate cases, will seek the advice or opinion of tax counsel. If APF enters into a securitization that is nevertheless treated as a sale for federal income tax purposes, the securitization will be treated as a prohibited transaction, which is a sale of property held primarily for sale to customers in the ordinary course of business. Income from a prohibited transaction is subject to a special tax equal to 100 percent of the income derived from the prohibited transaction. In no event, however, would this treatment jeopardize APF's status as a REIT.

Taxation of Stockholders

Taxable Domestic Stockholders. For any taxable year in which APF qualifies as a REIT for federal income tax purposes, if you (as a stockholder) are a United States person (generally, any person other than a nonresident alien individual, a foreign trust or estate or a foreign partnership or corporation), you generally will be taxed in the following manner:

. Distributions made by APF to you generally will be taxed as ordinary income.

. Amounts that you receive that are properly designated as capital gain dividends by APF generally will be taxed as long-term capital gain, without regard to the period for which you have held APF Shares, to the extent that they do not exceed APF's actual net capital gain for the taxable year.

. If you are a corporate stockholder, you may be required to treat up to 20 percent of certain capital gain dividends as ordinary income. Such ordinary income and capital gain are not eligible for the dividends received deduction allowed to corporations.

. APF may elect to retain and pay income tax on its net long-term capital gain. If APF so elects, you will take into income your share of the retained capital gain as long-term capital gain and will receive a credit or refund for your share of the tax paid by APF, and you will increase the basis of your APF shares by an amount equal to the excess of the retained capital gain included in your income over the tax deemed paid by you.

. Distributions in excess of APF's current or accumulated earnings and profits will not be taxable to you to the extent that they do not exceed the adjusted basis of your APF Shares, but rather will reduce the adjusted basis of your APF Shares. To the extent that distributions in excess of current and accumulated earnings and profits exceed the adjusted basis of your APF Shares, such distributions will be included in your income as long-term capital gain (or short-term capital gain if you have held the APF shares for one year or less), assuming the shares are a capital asset in your hands.

. Any distribution that is (i) declared by APF in October, November or December of any calendar year and payable to stockholders of record on a specified date in such months and (ii) actually paid by APF in January of the following year, shall be deemed to have been received by each stockholder on December 31st of the calendar year in which the dividend is declared and, as a result, will be includable in your gross income for that taxable year.

. You may not deduct on your income tax returns any net operating or net capital losses of APF.

. Upon the sale or other disposition of your APF Shares, you generally will recognize capital gain or loss equal to the difference between the amount realized on the sale or other disposition and the adjusted basis of your APF Shares involved in the transaction. The gain or loss will be long- term capital gain or loss if, at the time of sale or other disposition, the APF Shares involved have been held for more than one year.

. If you receive a capital gain dividend with respect to APF Shares that you have held for six months or less at the time of sale or other disposition, any loss recognized by you will be treated as long-term capital loss to the extent of the amount of the capital gain dividend that was treated as long-term capital gain.

. Generally, the redemption of APF Shares by APF will result in recognition of ordinary income by you unless you "completely terminate" or substantially reduce your interest in APF, as described in the Code.

APF will notify you of which portions of each distribution, in its judgment, constitute ordinary income, capital gain or return of capital for federal income tax purposes. In addition, APF will report to you and to the IRS the amount of dividends paid or treated as paid during each calendar year, and the amount of tax withheld, if any. Under the backup withholding rules, you may be subject to backup withholding at the rate of 31 percent with respect to dividends paid unless you (a) are a corporation or fit within certain other exempt categories and, when required, demonstrate this fact, or (b) provide a taxpayer identification number, certify as to no loss of

exemption from backup withholding, and otherwise comply with applicable requirements of the backup withholding rules. If you do not provide APF with a correct taxpayer identification number, you may also be subject to penalties imposed by the IRS. You may credit any amount paid to the IRS as backup withholding against your income tax liability. In addition, APF may be required to withhold a portion of capital gain dividends to you if you fail to certify your non-foreign status to APF as described below in "--Foreign Stockholders."

The state and local income tax treatment of you and APF may not conform to the federal income tax treatment described above. As a result, you should consult your tax advisors for an explanation of how state and local tax laws would affect your ownership of APF Shares.

The tax treatment discussed above is a summary of the general rules and may not deal with all of the tax consequences applicable to you in light of your particular investment or other circumstances. Therefore, you should consult your own tax advisors for an explanation of the tax consequences to you of the receipt, ownership, and disposition of APF Shares.

Tax-Exempt Stockholders. If you are an APF stockholder and a tax-exempt entity, you generally will be taxed in the following manner:

. Dividends paid by APF to you generally will not constitute "unrelated business taxable income" ("UBTI") as defined in section 512(a) of the Code, provided that you have not financed the acquisition of APF Shares with "acquisition indebtedness" within the meaning of section 524(c) of the Code and your APF Shares are not otherwise used in an unrelated trade or business.

. If you are a qualified trust (i.e., any trust described in section 401(a) of the Code and exempt from tax under section 501(a) of the Code) that holds more than 10 percent (by value) of the shares of APF, and if (i) treating qualified trusts holding APF Shares as individuals would result in a determination that APF is "closely held" within the meaning of section 856(h)(1) of the Code, and (ii) APF is "predominantly held" by qualified trusts, you may be required to treat a certain percentage of APF's distributions as UBTI. The restrictions on ownership of APF Shares in APF's Articles of Incorporation will prevent application of the provisions treating a portion of REIT distributions as UBTI to tax-exempt entities purchasing APF Shares, absent a waiver of the restrictions by APF's Board of Directors, as discussed in "Description of Capital Stock-- Ownership Limits and Restrictions on Transfer."

The tax treatment of distributions by qualified retirement plans, IRAs, Keogh plans and other tax-exempt entities is beyond the scope of this discussion. If you are one of these entities, you should consult your own tax advisors regarding such questions.

Foreign Stockholders. The rules governing U.S. federal income taxation of nonresident alien individuals, foreign corporations, foreign participants and other foreign stockholders (collectively, "Non-U.S. Stockholders") are complex, and we will not try here to provide more than a summary of such rules, so if you are a prospective Non-U.S. Stockholder, you should consult with your tax advisors to determine the impact of federal, state and local laws with regard to an investment in APF Shares including any reporting requirements.

Assuming that the income from investment in APF Shares will not be effectively connected with your conduct of a United States trade or business, if you are a Non-U.S. Stockholder, you generally will be taxed in the following manner:

. Distributions that are not attributable to gain from sales or exchanges by APF of United States real property interests and not designated by APF as capital gain dividends will be treated as dividends of ordinary income to the extent that they are made out of current and accumulated earnings and profits of APF. Such dividends ordinarily will be subject to a withholding tax equal to 30 percent of the gross amount of the dividend, unless an applicable tax treaty reduces or eliminates that tax.

. Distributions in excess of APF's current and accumulated earnings and profits will not be taxable to you to the extent that such distributions do not exceed the adjusted basis of your APF Shares, but rather will reduce the adjusted basis of your APF Shares.

. To the extent that distributions in excess of current and accumulated earnings and profits exceed the adjusted basis of your APF Shares, the distributions will give rise to tax liability if you would otherwise be subject to tax on any gain from the sale or disposition of your APF Shares.

. If it cannot be determined at the time APF pays a distribution whether or not the distribution will be in excess of current and accumulated earnings and profits, the distribution will be subject to withholding at the rate of 30 percent. You may seek a refund of the withheld amount from the IRS, however, if it is subsequently determined that the distribution was, in fact, in excess of APF's current and accumulated earnings and profits.

. APF is permitted, but not required, to make reasonable estimates of the extent to which distributions exceed current or accumulated earnings and profits. To the extent that the distributions are determined by APF to exceed current or accumulated earnings and profits, they will generally be subject to a 10 percent withholding tax, which may be refunded to the extent it exceeds your actual U.S. tax liability, provided the required information is furnished to the IRS.

. Distributions that are attributable to gain from sales or exchanges by APF of United States real property interests will be taxed to you under the provisions of the Foreign Investment in Real Property Tax Act of 1980 (or FIRPTA), as amended. Under FIRPTA, distributions attributable to gain from sales of United States real property interests are taxed to you as if such gain were effectively connected with a United States business. You would thus be taxed at the normal capital gain rates applicable to U.S. Stockholders (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). Also, distributions subject to FIRPTA may be subject to a 30 percent branch profits tax in the hands of a foreign corporate stockholder not entitled to treaty exemption or rate reduction. APF is required by applicable Treasury Regulations to withhold 35 percent of any distribution that could be designated by APF as a capital gain dividend. You may credit this amount against your FIRPTA tax liability.

. Gain that you recognize upon a sale of APF Shares generally will not be taxed under FIRPTA if APF is a "domestically controlled REIT." APF currently believes that it is, and expects to continue to be, a "domestically controlled REIT."

Gain not subject to FIRPTA nonetheless will be taxable to you if (i) investment in the APF Shares is treated as "effectively connected" with your U.S. trade or business, or (ii) you are a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and certain other conditions are met. If you are a foreign corporate stockholder, "effectively connected" gain realized by you may be subject to an additional 30 percent branch profits tax, subject to possible exemption or rate reduction under an applicable tax treaty. If the gain on the sale of your APF Shares were to be subject to taxation under FIRPTA, you would be subject to the same treatment as U.S. stockholders with respect to such gain (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals), and the purchaser of your APF Shares would be required to withhold and remit to the IRS 10 percent of the purchase price.