AMERICA FIRST COMPANIES
- ----------------------------------------------- [AMERICA FIRST LOGO]
1004 FARNAM STREET
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OMAHA, NEBRASKA 68102
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TELEPHONE (402) 444-1630
January 7, 2000
Dear Limited Partner:
The Capital Source consent solicitation is well under way. Reminders are being
mailed to unit holders whose consents were still outstanding as of December 29,
1999. If you have not yet mailed your consent card, please do so as soon as
possible.
You probably received a letter from a fellow unit holder expressing his and his
wife's dislike of our proposal. They certainly have a right to their opinion,
yet we disagree with their conclusion.
As we explained in the Prospectus/Consent Solicitation Statement you received in
November 1999, we believe it is not the time to liquidate the Funds. Rather, it
is a time to grow the Funds. Keep in mind America First acquired ownership of
the general partners well after the date the Funds were formed. Since then, our
primary goal has been to increase value for you, as a limited partner. The
merger would give us the tools we believe we need to increase the new Fund's
assets, cash flow and market value. Please refer to the benefits of the proposed
transaction and the detrimental aspects of liquidation, which are discussed more
fully on pages 34-35 and 41-48 of the November 10, 1999, Prospectus/Consent
Solicitation Statement.
Listing the units will create liquidity for all our limited partners. The
liquidity feature also allows you to increase your holdings in the new Fund.
Delay in approval of the transaction will only postpone the liquidity feature
and will add to the cost of completing the merger, especially if litigation
interferes with the transaction.
If you have questions, please call 1-800/239-8787, option 4. Thank you for your
prompt attention to this matter. We look forward to a new and better Fund in the
year 2000 and beyond.
Sincerely,
Michael B. Yanney
Chairman
PLEASE EXECUTE AND SIGN THE ENCLOSED CONSENT
AND RETURN IT IN THE ENVELOPE PROVIDED.
<PAGE>
AMERICA FIRST COMPANIES
- ----------------------------------------------- [AMERICA FIRST LOGO]
1004 FARNAM STREET
- -----------------------------------------------
OMAHA, NEBRASKA 68102
- -----------------------------------------------
TELEPHONE (402) 444-1630
January 14, 2000
Dear Limited Partner:
As of January 13, 2000, we still have not received your consent regarding the
proposed merger of the Capital Source Funds. If you have sent us your consent,
you can ignore this letter. If you have not returned your consent card, we, as
well as your fellow limited partners, would appreciate your help in bringing the
consent solicitation to a conclusion, as it is a costly process.
Please consider the following points as explained in the Prospectus/Consent
Solicitation Statement:
* The units of the new Fund will be traded on the NASDAQ.
* The general partner believes building the Funds' assets create the
potential for increased long-term value. Other options, including
liquidation of the Funds, will eliminate the ability to increase value.
* By consolidating the operations of the two Funds, the general partner will
be able to reduce the Funds' operating costs.
* If the transaction is not approved, the two Capital Source Funds will
continue on as separate entities foregoing:
1) the ability to grow,
2) a liquid open market and
3) saving in administration costs.
If you have questions, please call 1-800/239-8787 and select option 4.
Sincerely,
Michael B. Yanney
Chairman
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PRESS RELEASE FOR IMMEDIATE RELEASE
JANUARY 21, 2000 NEW YORK METRO DISTRIBUTION
CONTACT: Maurice E. Cox, Jr. SYMBOL: NON-TRADING
402/444-1630 LIMITED PARTNERSHIPS
CAPITAL SOURCE FUNDS ANNOUNCE CONSENT SOLICITATION EXTENSION
(Omaha, NE) The general partners of Capital Source L.P. and Capital Source II
L.P.-A announced today that they have extended the current Consent Solicitation
until February 18, 2000. Holders of record as of October 28, 1999, are eligible
to participate in the Consent Solicitation. As of January 19, 2000,
approximately 58% of the BAC holders have returned their consent cards, with
approximately 44% granting their consent to approve the proposed merger of the
two Funds.
The general partners are asking the limited partners to approve a merger of the
two Capital Source Funds into a new limited partnership, which will have as its
long-term objective increased income through the acquisition of additional
multifamily residential properties. Approval of the proposed merger would also
provide limited partners with liquidity, as units of the new Fund will trade on
the NASDAQ.
