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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AEI Real Estate Fund XVIII Limited Partnership
(Name of Registrant as Specified in its Charter)
[Insert Name]
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction :
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP
1300 Minnesota World Trade Center
30 East 7th Street
St. Paul, Minnesota 55101
CONSENT STATEMENT
For Amendment to Limited Partnership Agreement
to Permit Reinvestment of Sales Proceeds
THIS CONSENT STATEMENT IS BEING MAILED TO INVESTORS ON OR ABOUT
December 9, 1996. TO BE COUNTED, A PROPERLY SIGNED CONSENT FORM
MUST BE RECEIVED BY THE MANAGING GENERAL PARTNER AT 1300 MINNESOTA
WORLD TRADE CENTER, 30 EAST 7TH STREET, ST. PAUL, MINNESOTA 55101,
ON OR BEFORE JANUARY 15, 1997.
AEI Fund Management XVIII, Inc., the managing general partner of
AEI Real Estate Fund XVIII Limited Partnership (the "Fund"), is
recommending an amendment to the Fund's Limited Partnership
Agreement so that prior to the final liquidation of the Fund the
proceeds from sale of Fund properties can be reinvested in
replacement net leased properties. The Partnership Agreement
currently provides that proceeds from the sale of properties may be
reinvested for only five years after the termination of the
offering of units in the Fund--until December 5, 1995.
The Fund's management believes that it is important for the Fund
to be able to take advantage of property sales, when available at
attractive prices, without depleting the capital base of the Fund.
Approval of this Amendment would allow the Fund to continue to
reinvest proceeds from the sale of properties in replacement
properties until final liquidation of the Fund. Accordingly, THE
MANAGING GENERAL PARTNER RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDMENT.
THE PROPOSED AMENDMENT WILL AFFECT YOUR INVESTMENT IN THE FUND IN
A NUMBER OF WAYS AND INVOLVES A NUMBER OF RISKS, INCLUDING THE
FOLLOWING:
If the Amendment is approved, cash from sales of properties,
including up to $1,450,000 of cash that would otherwise be
distributed absent approval of the Amendment, may be reinvested
until the liquidation of the fund. There can be no assurances
that the properties in which proceeds are reinvested if the
Amendment is approved will generate enough cash flow for
distributions in excess of what an Investor would receive from
an alternative investment. See "Summary-Risks of the
Amendment-Deferred Cash Distributions."
The Amendment may make it more difficult to sell the Fund's
properties within the originally intended life of the Fund and
therefore cause extension of life of the Fund. See
"Summary-Risks of the Amendment-Risk of Extension of Fund Life."
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The general partners have a conflict of interest in proposing
the Amendment because they will receive more aggregate
reimbursements (but not necessarily profits) from the Fund and
may have an increased chance of reaching a distribution level
that results in payment of a promotional interest to the general
partners, if proceeds are reinvested than they would if proceeds
were not reinvested. See "Summary-Risks of the Amendment-General
Partner Conflicts of Interest."
Proceeds will be reinvested in additional triple net leased
commercial properties that are subject to many of the same risks
of nonperformance, (including risks related to changing market
values, tenant defaults, difficulty of resale, among others) as
the original properties. See "Summary-Risks of the
Amendment-Real Estate Risks on Reinvestment."
Investors will not be able to review in advance the properties
in which proceeds are reinvested. See "Summary-Risks of the
Amendment-Undesignated Properties."
Investors will not have appraisal or dissenter rights and
therefore will not have the right to require the Partnership to
pay the value of their units of limited partnership interest to
them if they disagree with the amendment.
SUMMARY
The following summary is qualified by the more detailed discussion set
forth herein.
The Amendment. The general partners are proposing an Amendment to
Section 5.4 of the Partnership Agreement. This Amendment would
eliminate the requirement that the Fund distribute all proceeds
from sale of properties and allow reinvestment of such proceeds
until final liquidation of the Fund. If the Amendment is approved,
most, if not all, gain from sales activity would be distributed to
limited partners.
Reasons for the Amendment. The Fund holds properties which may be
sold prior to final liquidation of the Fund due to favorable market
conditions, exercise of lease purchase options, tenant
restructuring or other reasons. Although the general partners
cannot guarantee returns, they believe that the Fund can generate
favorable returns to Investors by acquisition of additional
properties that can be resold. The Fund has sold a portion of an
interest in a Taco Cabana Restaurant in Texas and a Tractor Supply
in Virginia, and would like to be in a position to reinvest the
proceeds from these and other sales into replacement net leased
properties.
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Risks of the Amendment. The Amendment will present several risks,
including the following:
1. Deferred Cash Distributions. Rather than distributing all net
cash proceeds on sale of a property, the Amendment will allow the
Fund (if the general partners determine, in their discretion, that
it is advantageous to the Fund) to reinvest such proceeds in new
properties, (subject to a continuing obligation to distribute to
Investors cash proceeds adequate to pay the income tax liability
(at a tax rate of 35%) generated by the sale of property). The
distribution of cash that is reinvested will be delayed until the
Fund is finally liquidated. Initially, investors will be forego an
immediate distribution of $67.77 per unit if the Amendment is
approved in return for the possibility of increased distributions
and possible appreciation in the future. There can be, of course,
no assurance that properties in which proceeds will be reinvested
in the Amendment is approved will generate periodic distributions
in excess of the return that could be obtained on an alternative
investment or that such properties will be eventually be sold at a
gain.
2. Risk of Extension of Fund Life. The general partners intend
to reinvest sales proceeds in new properties that will be sold
again within a few years. The Amendment could render more
difficult the final sale of properties within the original intended
life of the Fund. The general partners intend to commence
liquidation of the Fund by the year 2,004, although the sale of any
particular property may be delayed based on market and other
conditions. The Amendment could have the effect of extending the
life of the Fund for several years and delaying the ultimate
distribution of its assets. The Partnership Agreement provides that
the Fund must be liquidated, in any event, by the year 2039 (an
arbitrary date).
3. Real Estate Risks on Reinvestment. Proceeds will be
reinvested in new triple net leased commercial properties that are
subject to the same risks of performance as the properties
originally acquired by the Fund. The value of real estate is
subject to a number of factors beyond the control of the Fund,
including national economic conditions, changes in interest rates,
governmental rules and regulations and competition from other forms
of financing. If adverse changes in these general conditions
negatively affect market value, the final disposition of the
property, and the distribution of cash to investors, may be delayed
or the disposition may result in a loss, or both. The value of
properties in which the Fund will invest will be effected by the
financial condition of the tenant. If a tenant is unable to
perform its lease obligations, the Fund may not be able to sell the
property and may be forced to sell the property at a loss.
Further, in the event of a bankruptcy of a tenant, the Fund might
not be able to obtain possession of the property for a considerable
period of time.
4. Undesignated Properties. Investors will not be able to
review in advance the properties in which proceeds would be
reinvested.
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5. General Partner Conflicts of Interest. The general partners
have a conflict of interest in proposing the Amendment because
they will receive more reimbursements from the Fund and may have
an increased chance of reaching a distribution level that result
in payment of a promotional interest to the general partners, if
proceeds are reinvested than they will if proceeds were not
reinvested. The general partner will be reimbursed for the costs
it incurs, including costs of its personnel, in reinvesting the
proceeds and managing the properties in which the proceeds are
reinvested. Such reimbursements will include the salaries of
personnel of the general partner during the time they spend on
such activities, plus a small portion (based on hours of
employees spent on partnership actives and the assets of the
partnership as compared to all partnerships the general partners
manage) of other overhead, such as rental expense, of the general
partners. Reimbursements to the general partners for expenses
incurred have averaged approximately $255,000 per year during the
past two years and aggregated approximately over $752,724
during the three years ended December 31, 1995. Such
reimbursements will decrease if cash is distributed and fewer
properties are under management in the Fund. Further, to the
extent that there are more assets under management and the assets
perform well, their is an increased chance that the Partnership
will generate cash flow and sales proceeds payable to Investors
that result in payment of a promotional interest to the General
Partners. See "Interest of the General Partner."
6. No Appraisal Rights. Investors will not have appraisal
or dissenter rights as a result of the Amendment. Accordingly,
Investors that disagree with the amendment will not have the right
to require the Partnership to pay out the value of their units of
limited partnership interest. Instead, the Amendment will be
effective with respect to all Investors if approved by holders of a
majority of the Units and a dissenting investor would be required
to find a different method of disposing of his or her units, such
as through the Fund's repurchase plan, or to hold his or her units
until liquidation of the Fund.
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REASONS FOR AND EFFECTS OF THE AMENDMENT
General
If Investors approve the Amendment, the Fund would have the
opportunity, upon the sale or other disposition of properties, to
reinvest the sale proceeds in additional triple net leased
properties. Under the original terms of the Partnership
Agreement, reinvestment of the Net Proceeds of Sale from the sale
of properties was limited to a period of five years after
termination of sale of units in the Fund, which period expired
December 5, 1995. By consenting to the Amendment of the
Partnership Agreement, Investors would permit the Fund to acquire
new properties with the Net Proceeds of Sale from the sale of the
properties described below (net of any distributions to
Investors) or any other sale of Fund property that occurs prior
to the final liquidation of the Fund.
The Amendment is not intended to extend the life of the
Fund. The Prospectus pursuant to which the units of limited
partnership interest (the "Units") were sold indicated that the
general partners expected that most of the properties would be
sold or refinanced eight to twelve years after acquisition. The
properties described below were acquired in 1990, 1992 and 1996
and it remains the intention to liquidate the Fund, depending
market conditions and the benefits of continued ownership, by the
year 2004.
This Amendment is being proposed for a number of reasons,
including the following:
Without the Amendment, the managing general
partner will be required to forgo all attractive
proposals it receives to sell Fund properties if it
desires to avoid depleting the Fund's capital base;
If the Amendment is approved, the Fund will be
able take advantage of any favorable purchase proposals
that are presented, and to seek out such proposals when
market conditions are favorable, and retain adequate
capital in the Fund to work toward the Fund's
investment objectives;
Without the Amendment, if a property is sold prior
to final liquidation of the Fund, the Fund's capital
base, and therefore its ability to generate the level
of return that was the objective when it was formed,
will be reduced;
If the Amendment is approved, cash proceeds from
sale of a property may be reinvested in a new property
and, subject to the same risks of real estate
investment that were assumed when the Fund was formed,
such new property could generate continuing cash flow
from rents and potential gain on sale;
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Without the Amendment, an Investor will be forced
to purchase units in a new fund with distributed cash
to retain a similar investment in an AEI fund and to
incur sales commissions and organization expense that
will decrease his or her ability to obtain gain on such
reinvestment;
If the Amendment is approved, no securities
brokerage commissions or other organizational expense
will be applied to the reinvestment in new properties
of cash from sale of properties.
The managing general partner believes that the Fund can
generate the most favorable returns to Investors only if the costs
of forming the partnerships, including commissions to sales agents,
filing fees and professional costs, can be amortized over the
intended life of the Fund. If a significant portion of the real
property assets of the Fund are sold in advance of the originally
intended liquidation date of the Fund, the income and gain, if any,
for the assets remaining may not be adequate to generate the
returns that were the original objective of the Fund.
The managing general partner believes, on the basis of
properties in which affiliated partnerships have recently invested
and resold, that the Fund can generate favorable returns through
the investment of sale proceeds in newly constructed replacement
properties that the Fund purchases at construction cost and resells
within a few years. When a Fund commits to purchase a property
upon completion of construction it reduces the developer's
refinancing risk and facilitates the construction of properties for
operators, such as franchisees of restaurants, whose principal goal
is not real estate capital appreciation. Because the property is
purchased at construction cost, the risk of development and
construction for which the developer is normally compensated inures
to the benefit of the Fund the market value of properties when
purchased will normally exceed the cost of development. Because no
securities brokerage commissions will be paid in connection with
capital that is reinvested, the entire amount of reinvested
proceeds can be applied to the purchase price and no additional
organizational costs that will affect overall return will be
incurred. No assurances can be given, however, that a property
acquired by the Fund will produce favorable rentals, that such
rentals will not be interrupted by events outside the managing
general partners' control, or that the market value of any
properties acquired will exceed their cost immediately after
acquisition or within the several years the Fund proposes to hold
the properties.
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The managing general partner is currently evaluating a number
of properties for acquisition. Affiliates of the general partners
manage 11 public and 11 private real estate partnerships. As a
result of their activity in the sale-leaseback marketplace, the
general partners have developed relationships with companies that,
either directly or through their franchisees, have a continuing
need for commercial real estate The managing general partner will
not be obligated to obtain the consent of Investors as to the type
of property acquired if this Amendment is approved. Nevertheless,
any property acquired will comply with the investment objectives
and policies set forth in the Prospectus pursuant to which the
Units were initially offered. Any property acquired will be an
existing commercial property that will be acquired on a debt-free
basis and will likely be leased to a single tenant pursuant to a
triple-net lease in the franchise restaurant industry. No property
will be acquired from the general partners or their Affiliates.
Sale of Properties
The Amendment is being proposed, in part, to facilitate
reinvestment of net proceeds of sale from a Taco Cabana restaurant
in New Braunfels, Texas and the sale of partial interests in a Taco
Cabana restaurant in San Antonio, Texas and a Tractor Supply retail
store in Bristol, Virginia.
The Fund purchased the Taco Cabana restaurant in New
Braunfels, Texas on May 1, 1992 for $784,044. The property was
leased to Texas Taco Cabana LP, under a 15 year, noncancelable
triple-net lease agreement. On May 10, 1996, the property was sold
to an unaffiliated third party for $962,297, resulting in a net
cash gain of $178,253. The Fund's adjusted tax basis in the
property, after depreciation, was $706,750. Accordingly the sale
generated a taxable gain of $255,727 or $11.75 per outstanding
Limited Partnership unit.
The Fund purchased the Taco Cabana restaurant in San Antonio,
Texas on December 29, 1990 for $1,151,916. The property is leased
to Texas Taco Cabana LP under a 15-year, noncancelable triple-net
lease agreement. The Fund recently sold 24.3862% of its interest
(or $280,909 of the original cost), in this property to
unaffiliated third parties, receiving net proceeds of approximately
$391,235 and resulting in a net cash gain of $110,326. The adjusted
tax basis in the interest in the property that was sold, after
depreciation was, $261,588. Accordingly, the sale of the partial
interest generated a taxable gain of approximately $129,647 or
$5.96 per outstanding Limited Partnership unit.
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The Fund purchased the Tractor Supply in Bristol, Virginia on
April 10, 1996, for $1,094,367. The property is leased to Tractor
Supply Company under a 14-year, noncancelable triple-net lease
agreement. The Fund recently sold 21.5621% of its interest (or
$235,968 of the original cost), in this property to unaffiliated
third parties. The Fund received net proceeds of sale of
approximately $271,361 which resulted in a net cash gain of $35,393
The adjusted tax basis in the interest in the property that was
sold, after depreciation was $233,016. Accordingly, the sale of the
partial interest generated a taxable gain of approximately $38,345
or $1.76 per outstanding Limited Partnership unit.
If the Investors approve the Amendment, the Fund will
distribute approximately $148,000, or approximately $6.80 per
outstanding Unit, of the Net Proceeds of Sale to cover income tax
liabilities generated by the sale. The distribution of Net
Proceeds on Sale would reduce the Adjusted Capital Contributions of
Investors by $6.80 per outstanding limited partnership unit. The
remainder of the proceeds would be reinvested in new properties.
In the event Investors do not approve the Amendment, Investors
will receive a distribution of approximately $1,475,000, or
approximately $67.77 per outstanding Unit, from sale of the these
properties. The Net Proceeds of Sale not distributed will be
retained by the Fund as working capital reserves. The distribution
of Net Proceeds on Sale would reduce the Adjusted Capital
Contributions of Investors by $67.77 per outstanding Unit.
The interest in these three properties that was sold would
have generated rental revenues of $171,884 during a full year.
If the proceeds from its sale are distributed, rather than
reinvested, future Fund revenues, and therefore cash distributions
to investors, will be reduced by a corresponding amount.
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Interest of the General Partner
The general partners will be reimbursed for any costs,
including a proportionate amount of employee salary, benefit and
overhead expense, they incur in completing any acquisition and in
connection with management of the property in accordance with, and
subject to the limitations in the Partnership Agreement.
Generally, costs are allocated to the Fund based on the daily
timesheets of employees. The general partners establish an hourly
charge for each employee based on their salaries, benefit expense
and overhead expense (the portion of rental, depreciation and other
office charges necessary to maintain the employee) and the Fund is
charged for the amount of time spent by the employee on partnership
activities multiplied by the time charge. To the extent that the
Amendment to the Partnership Agreement is not approved, and the
proceeds from the sale of the properties are not reinvested, the
amount of capital under management by the general partners through
the Fund, and the scope of the Fund's operations, will be reduced
and the general partners would have to deploy its employees in
other activities. Such reduced operations can be expected to
reduce the aggregate amount of reimbursements that the general
partners receive from the Fund. Reimbursements to the general
partners for expenses incurred have averaged approximately $255,000
per year during the past two years and aggregated $752,724 during
the three years ended December 31, 1995. Such reimbursements will
decrease if cash is distributed and fewer properties are under
management in the Fund.
Further, the general partners receive more than 1% of cash
flow only to the extent the Partnership has generated a 10% return
to limited partners and in sales proceeds only to the extent the
Partnership has paid cumulative distributions to limited partners
equal to their adjusted capital contributions plus a 14% cumulative
return. To the extent that proceeds are reinvested, the properties
perform well, and these returns can be achieved, the general
partners may receive increased compensation.
The managing general partner holds20 Units and the individual
general partner holds 26 units as a limited partner in the Fund.
No other Affiliate of the general partners holds any interest as a
limited partner in the Fund.
Voting Units
Voting by Investors on an Amendment of the Partnership
Agreement is based upon Fund units ("Voting Units"). As of October
1, 1996, there were 21,764.28 Voting Units outstanding. Each
Voting Unit is entitled to one vote. Fractions of Voting Units
will be included in the total.
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To the best of the managing general partner's knowledge, there
is no beneficial owner holding five percent or more of the Voting
Units including the general partners.
In order for the proposed Amendment to be adopted, a majority
of the Voting Units must be voted in favor of the Amendment.
Because an abstention will not be counted as a vote for the
Amendment, it would have the effect of a vote against the
Amendment.
Procedures for Voting
Accompanying this Consent Statement is a Consent Form for each
Investor with respect to his/her unit ownership in the Fund. By
checking the appropriate box, each Investor can indicate whether
he/she votes FOR or AGAINST or ABSTAINS as to the proposed
Amendment. If any Investor returns a Consent Form duly signed
without checking any box, he/she will be deemed to have voted FOR
the Amendment.
An Investor who votes against, or abstains, does not have
appraisal or similar rights under Minnesota law.
The general partners have fixed the close of business on
October 1, 1996 as the record date for the determination of the
Investors entitled to vote on the proposed Amendment; the close of
business on January 15, 1997 as the date by which Consent Forms
must be received by the general partners in order to be counted;
and January 16, 1997 as the date on which the consents are to be
counted. An Investor may revoke his/her/its consent at any time
prior to January 15, 1997, provided written revocation is received
by the general partners prior to that date.
The cost of solicitation of consents of the Investors will be
borne by the Fund. The solicitations will be made by the mails.
This Consent Statement was first mailed to Investors on or about
December 9, 1996. Staff of the general partners will be available
by telephone to answer any questions concerning this Consent.
Incorporation By Reference
The information included under the captions "Financial
Statements and Notes to Financial Statements," "Selected Financial
Data" and Management's Discussion and Analysis of Financial
Condition and Results of Operations" of the Fund's Annual Report on
Form 10-KSB for the year ended December 31, 1995, as amended by the
Form 10-KSB dated August 19, 1996, Quarterly Report on Form 10-QSB
for the quarters ended March 31, 1996, June 30, 1996 and September
30, 1996 Current Report on Form 8-K dated April 24, 1996 is
hereby incorporated by reference. Copies of such sections are
being delivered to you with this consent statement.
BY ORDER OF THE BOARD OF DIRECTORS
OF AEI FUND MANAGEMENT XVIII, INC.
Robert P. Johnson, President
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Exhibit A
PROPOSED AMENDMENT OF
LIMITED PARTNERSHIP AGREEMENT OF
AEI REAL ESTATE FUND XVIII
Changes in the existing provisions of the Limited Partnership
Agreement that would be made by the proposed Amendment are shown
below. Existing provisions proposed to be omitted are enclosed in
brackets. New matter is printed in bold. The amendment would
alter only the first sentence of section 5.4. The remainder of
such section would remain unaltered.
SECTION 5.4 DISTRIBUTION OF NET PROCEEDS OF SALE
5.4 Distribution of Net Proceeds of Sale. Upon financing,
refinancing, sale or other disposition of any of the Properties,
Net Proceeds of Sale may be reinvested in additional properties
until [a date five years after the date on which the offer and sale
of units pursuant to the Prospectus is terminated], the General
Partner determines that it is in the best interests of the
Partnership to begin liquidation of the Partnership; provided,
however, that sufficient cash is distributed to the Limited
Partners to pay state and federal income taxes (assuming Limited
Partners are taxable at a marginal rate of 28% for federal income
tax purposes or such greater rate as is the maximum effective rate
for federal income taxation applicable to individuals) created as a
result of such transaction.
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IMPORTANT IMPORTANT
AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP
CONSENT OF LIMITED PARTNERS
This consent is solicited by the Board
of Directors of AEI Fund Management XVIII, Inc.,
The Managing General Partner
The undersigned, a Limited Partner of AEI Real Estate Fund
XVIII Limited Partnership (the "Partnership"), hereby consents
(unless otherwise directed below) to the proposal identified below
to adopt an Amendment to Section 5.4 of the Limited Partnership
Agreement of the Partnership (the "Partnership Agreement"), as more
fully described in the Consent Statement (the "Proposal"). By
voting for the Proposal, the undersigned hereby appoints AEI
Partnership Management XVIII, Inc. as its attorney-in-fact with
power to sign and acknowledge on its behalf any instrument that may
be necessary to evidence the Amendment to the Partnership Agreement
and any corresponding Amendment to the Certificate of Limited
Partnership.
Please date and sign this Consent below and return it in the
enclosed, postage paid envelope. To be counted, this Consent must
be received not later than the close of business on January 15,
1997.
Adoption of Amendment to Section 5.4 of the Fund Agreement
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Fund Units held by the signing Limited Partner will be
voted as directed. They will be voted "FOR" the Proposal if no box
is checked.
Please sign exactly as your name appears below. When Fund
units are held by joint tenants, both owners should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS CONSENT.
Dated: , 1996
Signature (if held jointly)
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