<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  For the fiscal year ended December 31, 1999

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                For the transition period from ______ to ______


                        Commission file number 0-20017

                           CNL INCOME FUND IX, LTD.
            (Exact name of registrant as specified in its charter)

            Florida                                       59-3004138
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)


                            450 South Orange Avenue
                            Orlando, Florida 32801
         (Address of principal executive offices, including zip code)

      Registrant's telephone number, including area code: (407) 540-2000

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class:                       Name of exchange on which registered:
       None                                            Not Applicable

          Securities registered pursuant to Section 12(g) of the Act:

             Units of limited partnership interest ($10 per Unit)
                               (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes  X     No ____
                                       ----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

     Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of 3,500,000 units of limited
partnership interest (the "Units") on Form S-11 under the Securities Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $10 per Unit.

                     DOCUMENTS INCORPORATED BY REFERENCE:
                                     None
<PAGE>

                                    PART I

Item 1.  Business

     CNL Income Fund IX, Ltd. (the "Registrant" or the "Partnership") is a
limited partnership which was organized pursuant to the laws of the State of
Florida on April 16, 1990.  The general partners of the Partnership are Robert
A. Bourne, James M. Seneff, Jr. and CNL Realty Corporation, a Florida
corporation (the "General Partners").  Beginning on March 20, 1991, the
Partnership offered for sale up to $35,000,000 in limited partnership interests
(the "Units") (3,500,000 Units each at $10 per Unit) pursuant to a registration
statement on Form S-11 under the Securities Act of 1933, as amended.  The
offering terminated on September 6, 1991, at which date the maximum offering
proceeds of $35,000,000 had been received from investors who were admitted to
the Partnership as limited partners (the "Limited Partners").

     The Partnership was organized to acquire both newly constructed and
existing restaurant properties, as well as properties upon which restaurants
were to be constructed (the "Properties"), which are leased primarily to
operators of national and regional fast-food and family-style restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units, after deduction of organizational and offering expenses, totaled
$30,800,000, and were used to acquire 41 Properties, including 13 Properties
owned by joint ventures in which the Partnership is a co-venturer, and to
establish a working capital reserve for Partnership purposes.  During the year
ended December 31, 1997, the Partnership sold its Property in Alpharetta,
Georgia, and reinvested the net sales proceeds in an IHOP Property located in
Englewood, Colorado, with an affiliate of the General Partners, as tenants-in-
common.  During the year ended December 31, 1999, the Partnership sold its
Properties in Rochester, New York and Corpus Christi, Texas, and used a portion
of the net sales proceeds to reinvest in a Property in Albany, Georgia.  In
addition, the Partnership reinvested a portion of the net sales proceeds in a
Property in Dublin, California and a Property in Montgomery, Alabama, each as
tenants-in-common, with affiliates of the General Partners.  As a result of the
above transactions, as of December 31, 1999, the Partnership owned 42
Properties.  The 42 Properties include 13 Properties owned by joint ventures in
which the Partnership is a co-venturer and three Properties owned with
affiliates as tenants-in-common.  The Partnership leases the Properties
generally on a triple-net basis with the lessees responsible for all repairs and
maintenance, property taxes, insurance and utilities.

     The Partnership will hold its Properties until the General Partners
determine that the sale or other disposition of the Properties is advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation, net cash flow and federal income tax considerations.  Certain
lessees also have been granted options to purchase Properties, generally at the
Property's then fair market value after a specified portion of the lease term
has elapsed.  The Partnership has no obligation to sell all or any portion of a
Property at any particular time, except as may be required under property
purchase options granted to certain lessees.

     On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership would be merged with and into a subsidiary of APF (the "Termination
of Merger").  APF is a real estate investment trust whose primary business is
the ownership of restaurant properties leased on a long-term, "triple-net" basis
to operators of national and regional restaurant chains.  Under the Agreement
and Plan of Merger, APF was to issue shares of its common stock as consideration
for the Merger.  On March 1, 2000, the General Partners and APF announced that
they had mutually agreed to terminate the Agreement and Plan of Merger.  The
agreement to terminate the Agreement and Plan of Merger was based, in large
part, on the General Partners' concern that, in light of market conditions
relating to publicly traded real estate investment trusts, the value of the
transaction had diminished.  As a result of such diminishment, the General
partners; ability to unequivocally recommend voting for the transaction, in the
exercise of their fiduciary duties, had become questionable.

Leases

     Although there are variations in the specific terms of the leases, the
following is a summarized description of the general structure of the
Partnership's leases.  The leases of the Properties owned by the Partnership,
the joint ventures in which the Partnership is a co-venturer and the Properties
owned with affiliates of the General Partners as tenants-in-common, generally
provide for initial terms ranging from 7.60 to 20 years (the average being 17
years), and

                                       1
<PAGE>

expire between 2005 and 2019. The leases are generally on a triple-net basis,
with the lessees responsible for all repairs and maintenance, property taxes,
insurance and utilities. The leases of the Properties provide for minimum base
annual rental payments (payable in monthly installments) ranging from
approximately $51,500 to $171,400. In addition, generally the leases provide for
percentage rent, based on sales in excess of a specified amount. In addition, a
majority of the leases provide that, commencing in specified lease years
(ranging from the third to the sixth lease year), the annual base rent required
under the terms of the lease will increase.

     Generally, the leases of the Properties provide for two to five five-year
renewal options subject to the same terms and conditions as the initial lease.
Lessees of 26 of the Partnership's 42 Properties also have been granted options
to purchase Properties at the Property's then fair market value after a
specified portion of the lease term has elapsed.  Fair market value will be
determined through an appraisal by an independent appraisal firm.  Under the
terms of certain leases, the option purchase price may equal the Partnership's
original cost to purchase the Property (including acquisition costs), plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

     The leases also generally provide that, in the event the Partnership wishes
to sell the Property subject to that lease, the Partnership first must offer the
lessee the right to purchase the Property on the same terms and conditions, and
for the same price, as any offer which the Partnership has received for the sale
of the Property.

     During 1998, a tenant of two Properties, Brambury Associates filed for
bankruptcy, rejected the lease relating to one Property in Williamsville, New
York, and ceased making rental payments to the Partnership on the rejected
lease.  The Partnership will not recognize rental and earned income from this
Property until a new tenant is located or until the Property is sold and the
proceeds from such sale are reinvested in an additional Property.  The lost
revenues resulting from the lease that was rejected could have an adverse effect
on the results of operations of the Partnership if the Partnership is unable to
re-lease the Property in a timely manner.  The General Partners are currently
seeking either a new tenant or purchaser for the Property with the rejected
lease.  The Partnership continued receiving rental payments on the lease for the
Property in Rochester, New York, which was not rejected, and, in March 1999, the
Partnership sold this Property to a third party.

     In March 1999, the Partnership reinvested a portion of the net sales
proceeds from the sales of the Properties in Rochester, New York and Corpus
Christi, Texas, in a Golden Corral Property located in Albany, Georgia. The
lease terms for this Property are substantially the same as the Partnership's
other leases, as described above. In addition, in November 1999, the Partnership
reinvested a portion of the net sales proceeds from the sale of the Property in
Rochester, New York in two IHOP Properties located in Montgomery, Alabama and
Dublin, California, with affiliates of the General Partners, each as tenants-in-
common, as described below in "Joint Venture and Tenancy in Common
Arrangements". The lease terms for these Properties are substantially the same
as the Partnership's other leases, as described above.

Major Tenants

     During 1999, four of the Partnership's lessees (or group of affiliated
lessees), (i) Carrols Corporation, (ii) Flagstar Enterprises, Inc., (iii) Burger
King Corporation and BK Acquisition, Inc. (which are affiliated entities under
common control) (hereinafter referred to as Burger King Corp.) and (iv) Golden
Corral Corporation, each contributed more than ten percent of the Partnership's
total rental income (including the Partnership's share of rental income from 13
Properties owned by joint ventures and three Properties owned as tenants-in-
common).  As of December 31, 1999, Carrols Corporation was the lessee under
leases relating to four restaurants, Flagstar Enterprises, Inc. was the lessee
under leases relating to five restaurants, Burger King Corp. was the lessee
under leases relating to the 13 restaurants owned by joint ventures and Golden
Corral Corporation was the lessee under leases relating to three restaurants.
It is anticipated that, based on the minimum rental payments required by the
leases, these four lessees or groups of affiliated lessees each will continue to
contribute more than ten percent of the Partnership's total rental income in
2000.  In addition, four Restaurant Chains, Burger King, Hardee's, Shoney's and
Golden Corral Family Steakhouse Restaurants ("Golden Corral"), each accounted
for more than ten percent of the Partnership's total rental income during 1999
(including the Partnership's share of the rental income from 13 Properties owned
by joint ventures and three Properties owned as tenants-in-common).  In 2000, it
is anticipated that these four Restaurant Chains each will continue to account
for more than ten percent of the total rental income to which the Partnership is
entitled under the terms of its leases.  Any failure of these lessees or
Restaurant Chains could materially affect the Partnership's income if the

                                       2
<PAGE>

Partnership is not able to re-lease the Properties in a timely manner. No single
tenant or group of affiliated tenants lease Properties with an aggregate
carrying value in excess of 20 percent of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

     The Partnership has entered into the following separate joint venture
arrangements:  CNL Restaurant Investments II with CNL Income Fund VII, Ltd. and
CNL Income Fund VIII, Ltd., to purchase and hold six Properties; CNL Restaurant
Investments III with CNL Income Fund X, Ltd., to purchase and hold six
Properties; and Ashland Joint Venture with CNL Income Fund X, Ltd. and CNL
Income Fund XI, Ltd., to purchase and hold one Property.  Each CNL Income Fund
is an affiliate of the General Partners and is a limited partnership organized
pursuant to the laws of the State of Florida.

     The joint venture arrangements provide for the Partnership and its joint
venture partners to share in all costs and benefits associated with the joint
ventures in accordance with their respective percentage interests in the joint
ventures.  The Partnership has a 45.2% interest in CNL Restaurant Investments
II, a 50 percent interest in CNL Restaurant Investments III and a 27.33%
interest in Ashland Joint Venture.  The Partnership and its joint venture
partners are also jointly and severally liable for all debts, obligations and
other liabilities of the joint ventures.

     CNL Restaurant Investments II's and CNL Restaurant Investments III's joint
venture agreements do not provide a fixed term, but continue in existence until
terminated by any of the joint venturers.  Ashland Joint Venture has an initial
term of 14 years and, after the expiration of the initial term, continues in
existence from year to year unless terminated at the option of any of the joint
venturers or by an event of dissolution.  Events of dissolution include the
bankruptcy, insolvency or termination of any joint venturer, sale of the
Property owned by the joint venture and mutual agreement of the Partnership and
its joint venture partners to dissolve the joint venture.

     The joint venture agreements restrict each venturer's ability to sell,
transfer or assign its joint venture interest without first offering it for sale
to its joint venture partners, either upon such terms and conditions as to which
the venturers may agree or, in the event the venturers cannot agree, on the same
terms and conditions as any offer from a third party to purchase such joint
venture interest.

     Net cash flow from operations of CNL Restaurant Investments II, CNL
Restaurant Investments III and Ashland Joint Venture is distributed 45.2%, 50
percent and 27.33%, respectively, to the Partnership and the balance is
distributed to each of the other joint venture partners in accordance with their
respective percentage interest in the joint venture.  Any liquidation proceeds,
after paying joint venture debts and liabilities and funding reserves for
contingent liabilities, will be distributed first to the joint venture partners
with positive capital account balances in proportion to such balances until such
balances equal zero, and thereafter in proportion to each joint venture
partner's percentage interest in the joint venture.

     In addition to the above joint venture arrangements, in July 1997, the
Partnership entered into an agreement to hold an IHOP Property as tenants-in-
common with CNL Income Fund III, Ltd.  In addition, in November 1999, the
Partnership entered into an agreement to hold a Property in Dublin, California,
as tenants-in-common, with CNL Income Fund VI, Ltd., and an agreement to hold a
Property in Montgomery, Alabama, as tenants-in-common, with CNL Income Fund VII,
Ltd.  Each CNL Income Fund is an affiliate of the General Partners and is a
limited partnership organized pursuant to the laws of the State of Florida.  The
agreements provide for the Partnership and the affiliates to share in the
profits and losses of the Properties in proportion to each party's percentage
interest.  The Partnership owns a 67 percent, 25 percent and 29 percent interest
in the Properties in Englewood, California, Dublin, California, and Montgomery,
Alabama, respectively.  The tenancy in common agreements restrict each co-
tenant's ability to sell, transfer, or assign its interest in the tenancy in
common's Properties without first offering them for sale to the remaining co-
tenants.

     The use of joint venture and tenancy in common arrangements allows the
Partnership to fully invest its available funds at times at which it would not
have sufficient funds to purchase an additional property, or at times when a
suitable opportunity to purchase an additional property is not available.  The
use of joint venture and tenancy in common arrangements also provides the
Partnership with increased diversification of its portfolio among a greater
number of properties.  In addition, tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of
the Property if the proceeds are reinvested in an additional Property.

                                       3
<PAGE>

Certain Management Services

     CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain services relating to management of the Partnership and its Properties
pursuant to a management agreement.  Under this agreement, CNL Fund Advisors,
Inc. is responsible for collecting rental payments, inspecting the Properties
and the tenants' books and records, assisting the Partnership in responding to
tenant inquiries and notices and providing information to the Partnership about
the status of the leases and the Properties.  CNL Fund Advisors, Inc. also
assists the General Partners in negotiating the leases.  For these services, the
Partnership has agreed to pay CNL Fund Advisors, Inc. an annual fee of one
percent of the sum of gross rental revenues from Properties wholly owned by the
Partnership plus the Partnership's allocable share of gross revenues of joint
ventures in which the Partnership is a co-venturer, but not in excess of
competitive fees for comparable services.  Under the management agreement, the
management fee is subordinated to receipt by the Limited Partners of an
aggregate, ten percent, cumulative, noncompounded annual return on their
adjusted capital contributions (the "10% Preferred Return"), calculated in
accordance with the Partnership's limited partnership agreement (the
"Partnership Agreement").

     The management agreement continues until the Partnership no longer owns an
interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Employees

     The Partnership has no employees.  The officers of CNL Realty Corporation
and the officers and employees of CNL American Properties Fund, Inc. ("APF"),
the parent company of CNL Fund Advisors, Inc., perform certain services for the
Partnership.  In addition, the General Partners have available to them the
resources and expertise of the officers and employees of CNL Financial Group,
Inc., (formerly CNL Group, Inc.) a diversified real estate company, and its
affiliates, who may also perform certain services for the Partnership.


Item 2.  Properties

     As of December 31, 1999, the Partnership owned 42 Properties.  Of the 42
Properties, 26 are owned by the Partnership in fee simple, 13 are owned through
joint venture arrangements and three are owned through a tenancy in common
arrangement. See Item 1. Business - Joint Venture and Tenancy in Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its partnership agreement.  Reference is made to the Schedule of
Real Estate and Accumulated Depreciation for a listing of the Properties and
their respective costs, including acquisition fees and certain acquisition
expenses.

Description of Properties

     Land.  The Partnership's Property sites range from approximately 21,400 to
169,800 square feet depending upon building size and local demographic factors.
Sites purchased by the Partnership are in locations zoned for commercial use
which have been reviewed for traffic patterns and volume.

                                       4
<PAGE>

     The following table lists the Properties owned by the Partnership as of
December 31, 1999 by state.  More detailed information regarding the location of
the Properties is contained in the Schedule of Real Estate and Accumulated
Depreciation for the year ended December 31, 1999.

         State                                            Number of Properties
         -----                                            --------------------
         Alabama                                                     5
         California                                                  2
         Colorado                                                    1
         Florida                                                     1
         Georgia                                                     1
         Illinois                                                    1
         Indiana                                                     2
         Louisiana                                                   3
         Michigan                                                    1
         Minnesota                                                   1
         Mississippi                                                 1
         New Hampshire                                               3
         New York                                                    2
         North Carolina                                              3
         Ohio                                                        7
         South Carolina                                              1
         Tennessee                                                   2
         Texas                                                       5
                                                                  ----
         TOTAL PROPERTIES                                           42
                                                                  ====

     Buildings.  Each of the Properties owned by the Partnership includes a
building that is one of a Restaurant Chain's approved designs.  The buildings
generally are rectangular and are constructed from various combinations of
stucco, steel, wood, brick and tile.  Building sizes range from approximately
2,100 to 10,600 square feet.  All buildings on Properties are freestanding and
surrounded by paved parking areas.  Buildings are suitable for conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations.  As of December 31, 1999, the Partnership had no plans
for renovation of the Properties.  Depreciation expense is computed for
buildings and improvements using the straight line method using a depreciable
life of 40 years for federal income tax purposes.  As of December 31, 1999, the
aggregate cost of the Properties owned by the Partnership and joint ventures
(including Properties owned through tenancy in common arrangements) for federal
income tax purposes was $14,379,873 and $12,704,635, respectively.

     The following table lists the Properties owned by the Partnership as of
December 31, 1999 by Restaurant Chain.

         Restaurant Chain                                 Number of Properties
         ----------------                                 --------------------
         Burger King                                                18
         Captain D's                                                 1
         Denny's                                                     4
         Golden Corral                                               3
         Hardee's                                                    6
         IHOP                                                        3
         Perkins                                                     1
         Shells Seafood Restaurant                                   1
         Shoney's                                                    5
                                                                  ----
         TOTAL PROPERTIES                                           42
                                                                  ====

                                       5
<PAGE>

     The General Partners consider the Properties to be well-maintained and
sufficient for the Partnership's operations.

     The General Partners believe that the Properties are adequately covered by
insurance.  In addition, the General Partners have obtained contingent liability
and property coverage for the Partnership.  This insurance is intended to reduce
the Partnership's exposure in the unlikely event a tenant's insurance policy
lapses or is insufficient to cover a claim relating to the Property.

     Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains.  The leases are generally on
a long-term "triple net" basis, meaning that the tenant is responsible for
repairs, maintenance, property taxes, utilities and insurance.  Generally, a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably necessary to refurbish buildings, premises,
signs and equipment so as to comply with the lessee's obligations, if
applicable, under the franchise agreement to reflect the current commercial
image of its Restaurant Chain.  These capital expenditures are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.

     As of December 31, 1999, 1998, 1997, 1996 and 1995, the Properties were
98%, 98%, 100%, 100% and 100% occupied, respectively.  The following is a
schedule of the average  rent per Property for the years ended December 31:


<TABLE>
<CAPTION>
                                1999           1998            1997             1996            1995
                             ----------     ----------      ----------       -----------     ----------
<S>                          <C>            <C>             <C>              <C>             <C>
Rental Revenues (1)          $3,168,448     $3,473,845      $3,350,655       $3,516,267      $3,534,838
Properties (2)                       42             41              40               40              40
Average Rent per
 Property                    $   75,439     $   84,728      $   83,766       $   87,907      $   88,371
</TABLE>

(1)  Rental income includes the Partnership's share of rental income from the
     Properties owned through joint venture arrangements and the Properties
     owned through tenancy in common arrangements.  Rental revenues have been
     adjusted, as applicable, for any amounts for which the Partnership has
     established an allowance for doubtful accounts.

(2)  Excludes a Property that was vacant at December 31, and that did not
     generate rental revenues during the year ended December 31.

     The following is a schedule of lease expirations for leases in place as of
December 31, 1999 for the next ten years and thereafter.

<TABLE>
<CAPTION>
                                                                 Percentage of
             Expiration        Number        Annual Rental       Gross Annual
               Year          of Leases         Revenues          Rental Income
            -----------      ---------       -------------       -------------
            <C>              <S>             <C>                 <C>
            2000                    --          $       --                  --
            2001                    --                  --                  --
            2002                    --                  --                  --
            2003                    --                  --                  --
            2004                    --                  --                  --
            2005                     8             623,991               19.37%
            2006                    11             750,532               23.30%
            2007                    --                  --                  --
            2008                    --                  --                  --
            2009                    --                  --
            Thereafter              22           1,846,204               57.33%
                             ---------         -----------              ------
            Total (1)               41         $ 3,220,727              100.00%
                             =========         ===========              ======
</TABLE>

(1)  Excludes one Property which was vacant at December 31, 1999.

                                       6
<PAGE>

     Leases with Major Tenants.  The terms of each of the leases with the
Partnership's major tenants as of December 31, 1999 (see Item 1.  Business -
Major Tenants) are substantially the same as those described in Item 1. Business
- Leases.

     Carrols Corporation leases four Burger King restaurants.  The initial term
of each lease is 20 years (expiring in 2011) and the average minimum base annual
rent is approximately $85,617 (ranging from approximately $92,469 to $84,827).

     Flagstar Enterprises, Inc. leases five Hardee's restaurants.  The initial
term of each lease is 20 years (expiring in 2011) and the average minimum base
annual rent is approximately $65,900 (ranging from approximately $46,000 to
$83,600).

     Burger King Corporation leases 13 Burger King restaurants with an initial
term of 14 years (expiring between 2005 and 2006) and the average minimum base
annual rent is approximately $103,700 (ranging from approximately $73,800 to
$134,100).

     Golden Corral Corporation leases three Golden Corral restaurants with an
initial term of 15 years (expiring in 2005 and 2014) and the average minimum
base annual rent is approximately $155,363 (ranging from approximately $137,100
to $171,400).

Competition

     The fast-food and family-style restaurant business is characterized by
intense competition.  The restaurants on the Partnership's Properties compete
with independently owned restaurants, restaurants which are part of local or
regional chains, and restaurants in other well-known national chains, including
those offering different types of food and service.


Item 3.  Legal Proceedings

     On May 11, 1999, four limited partners in several CNL Income Funds served a
derivative and purported class action lawsuit filed April 22, 1999 against the
general partners and APF in the Circuit Court of the Ninth Judicial Circuit of
Orange County, Florida, alleging that the general partners breached their
fiduciary duties and violated provisions of certain of the CNL Income Fund
partnership agreements in connection with the proposed Merger.  The plaintiffs
are seeking unspecified damages and equitable relief.  On July 8, 1999, the
plaintiffs filed an amended complaint which, in addition to naming three
additional plaintiffs, includes allegations of aiding and abetting and
conspiring to breach fiduciary duties, negligence and breach of duty of good
faith against certain of the defendants and seeks additional equitable relief.
As amended, the caption of the case is Jon Hale, Mary J. Hewitt, Charles A.
                                       ------------------------------------
Hewitt, Gretchen M. Hewitt, Bernard J. Schulte, Edward M. and Margaret Berol
----------------------------------------------------------------------------
Trust, and Vicky Berol v. James M. Seneff, Jr., Robert A. Bourne, CNL Realty
----------------------------------------------------------------------------
Corporation, and CNL American Properties Fund, Inc., Case No. CIO-99-0003561.
----------------------------------------------------

     On June 22, 1999, a limited partner of several CNL Income Funds served a
purported class action lawsuit filed April 29, 1999 against the general partners
and APF, Ira Gaines, individually and on behalf of a class of persons similarly
         ----------------------------------------------------------------------
situated, v. CNL American Properties Fund, Inc., James M. Seneff, Jr., Robert A.
--------------------------------------------------------------------------------
Bourne, CNL Realty Corporation, CNL Fund Advisors, Inc., CNL Financial
----------------------------------------------------------------------
Corporation a/k/a CNL Financial Corp., CNL Financial Services, Inc. and CNL
---------------------------------------------------------------------------
Group, Inc., Case NO. CIO-99-3796, in the Circuit Court of the Ninth Judicial
-----------
Circuit of Orange County, Florida, alleging that the general partners breached
their fiduciary duties and that APF aided and abetted their breach of fiduciary
duties in connection with the proposed Merger. The plaintiff is seeking
unspecified damages and equitable relief.

     On September 23, 1999, Judge Lawrence Kirkwood entered an order
consolidating the two cases under the caption In re: CNL Income Funds
                                              -----------------------
Litigation, Case No. 99-3561.  Pursuant to this order, the plaintiffs in these
----------------------------
cases filed a consolidated and amended complaint on November 8, 1999.  On
December 22, 1999, the General Partners and CNL Group, inc. filed motions to
dismiss and motions to strike.  On December 28, 1999, APF and CNL Fund Advisors,
Inc. filed motions to dismiss.  On March 6, 2000, all of the defendants filed a
Joint Notice of Filing Form 8-K Reports and Suggestion of Mootness.

                                       7
<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

(a)  As of March 15, 2000, there were 3,390 holders of record of the Units.
There is no public trading market for the Units, and it is not anticipated that
a public market for the Units will develop. During 1999, Limited Partners who
wished to sell their Units may have offered the Units for sale pursuant to the
Partnership's distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their distributions used to acquire additional Units (to the
extent Units were available for purchase), may have done so pursuant to such
Plan. The General Partners had the right to prohibit transfers of Units. From
inception through December 31, 1999, the price for any Unit transferred pursuant
to the Plan was $9.50 per Unit. The price paid for any Unit transferred other
than pursuant to the Plan was subject to negotiation by the purchaser and the
selling Limited Partner. The Partnership will not redeem or repurchase Units.

     The following table reflects, for each calendar quarter, the high, low and
average sales prices for transfers of Units during 1999 and 1998 other than
pursuant to the Plan, net of commissions.

<TABLE>
<CAPTION>
                                                  1999 (1)                                      1998 (1)
                                ------------------------------------------    -------------------------------------------
                                   High            Low          Average           High            Low          Average
                                -----------    -----------    ------------    ------------     ---------    -------------
     <S>                        <C>            <C>            <C>             <C>              <C>          <C>
     First Quarter                   $10.00          $9.00           $9.50          $ 9.56         $9.11            $9.27
     Second Quarter                    9.55           7.98            9.00            9.50          8.74             9.24
     Third Quarter                     9.50           7.50            8.88           10.00          9.10             9.49
     Fourth Quarter                    8.10           7.20            7.73            9.30          8.15             8.52
</TABLE>

(1)  A total of 38,261 and 26,620 Units were transferred other than pursuant to
     the Plan for the years ended December 31, 1999 and 1998, respectively.

     The capital contribution per Unit was $10.  All cash available for
distribution will be distributed to the partners pursuant to the provisions of
the Partnership Agreement.

     For the years ended December 31, 1999 and 1998, the Partnership declared
cash distributions in the aggregate amounts of $3,150,004 and $3,220,004,
respectively, to the Limited Partners.  Distributions for 1998 included $70,000
declared as a special distribution to the Limited Partners, which represented
cumulative excess operating reserves.  No amounts distributed to partners for
the years ended December 31, 1999 and 1998, are required to be or have been
treated by the Partnership as a return of capital for purposes of calculating
the Limited Partners' return on their adjusted capital contributions.  No
distributions have been made to the General Partners to date.  As indicated in
the chart below, these distributions were declared at the close of each of the
Partnership's calendar quarters.  These amounts include monthly distributions
made in arrears for the Limited Partners electing to receive such distributions
on this basis.

              Quarter Ended                 1999         1998
              -------------               --------     --------

              March 31                    $787,501     $857,501
              June 30                      787,501      787,501
              September 30                 787,501      787,501
              December 31                  787,501      787,501

                                       8
<PAGE>

     The Partnership intends to continue to make distributions of cash available
for distribution to the Limited Partners on a quarterly basis, although some
Limited Partners, in accordance with their election, receive monthly
distributions, for an annual fee.

(b)  Not applicable.


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
                                 1999             1998            1997             1996             1995
                              -----------      -----------     -----------      -----------      -----------
<S>                           <C>              <C>             <C>              <C>              <C>
Year ended December 31:
 Revenues (1)                 $ 3,082,697      $ 3,100,685     $ 3,230,343      $ 3,404,066      $ 3,428,147
  Net Income (3)                2,385,067        2,286,698       2,937,632        2,960,299        2,987,971
  Cash distributions
   declared (2)                 3,150,004        3,220,004       3,150,004        3,185,004        3,185,004
  Net income per Unit                0.68             0.65            0.83             0.84             0.85
  Cash distributions
   declared per Unit (2)             0.90             0.92            0.90             0.91             0.91

At December 31:
 Total assets                 $29,443,276      $30,099,078     $31,096,421      $31,343,847      $31,517,255
 Partners' capital             28,448,981       29,213,918      30,147,224       30,359,596       30,584,301
</TABLE>

(1)  Revenues include equity in earnings of joint ventures and adjustments to
     accrued rental income as a result of a tenant filing for bankruptcy.

(2)  Distributions for the year ended December 31, 1998 includes special
     distribution to the Limited Partners of $70,000 and distributions for each
     of the years ended December 31, 1996 and 1995 include a special
     distribution to the Limited Partners of $35,000, which represented
     cumulative excess operating reserves.

(3)  Net income for the year ended December 31, 1998, includes $314,775 from
     provision for loss on land and building and impairment in carrying value of
     net investment in direct financing lease.  Net income for the year ended
     December 31, 1999 and 1997, includes $75,997 and $199,643, respectively,
     from gains, on sales of land and buildings.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

     The Partnership was organized on April 16, 1990, to acquire for cash,
either directly or through joint venture arrangements, both newly constructed
and existing restaurant Properties, as well as land upon which restaurant
Properties were to be constructed, to be leased primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains.
The leases are generally triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities.  As of
December 31, 1999, the Partnership owned 42 Properties, either directly or
indirectly through joint venture or tenancy in common arrangements.

Capital Resources

     The Partnership's primary source of capital for the years ended December
31, 1999, 1998, and 1997, was cash from operations (which includes cash received
from tenants, distributions from joint ventures and interest received, less cash
paid for expenses).  Cash from operations was $2,868,096, $3,253,390, and
$3,157,964 for the years ended December 31, 1999, 1998, and 1997, respectively.
The decrease in cash from operations during 1999, as compared to 1998, was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.  The
increase during 1998, as compared to 1997, was primarily the result of changes
in income and expenses as described in "Results of Operations" below.

     Other sources and uses of capital included the following during the years
ended December 31, 1999, 1998, and 1997:

                                       9
<PAGE>

     In June 1997, the Partnership sold its Property in Alpharetta, Georgia, and
received net sales proceeds of $1,053,571, resulting in a gain for financial
reporting purposes of $199,643.  This Property was originally acquired by the
Partnership in September 1991 and had a cost of approximately $711,200,
excluding acquisition fees and miscellaneous acquisition expenses; therefore,
the Partnership sold the Property for approximately $342,400 in excess of its
original purchase price.  In July 1997, the Partnership reinvested approximately
$1,049,800 of these net sales proceeds in an IHOP Property in Englewood,
Colorado, as tenants-in-common, with an affiliate of the General Partners.  In
connection therewith, the Partnership and the affiliate entered into an
agreement whereby each party will share in the profits and losses of the
Property in proportion to each party's percentage interest.  As of December 31,
1999, the Partnership owned a 67 percent interest in the Property.  This
transaction, relating to the sale of the Property in Alpharetta, Georgia, and
the reinvestment of the proceeds in an IHOP Property in Englewood, Colorado, was
structured as a like-kind exchange transaction for federal income tax purposes.

     In February 1999, the Partnership sold its Property in Corpus Christi,
Texas, and received net sales proceeds of $1,350,000, resulting in a gain of
$56,369 for financial reporting purposes.  This Property was originally acquired
by the Partnership in October 1991 and had a cost of approximately $1,319,986,
excluding acquisition fees and miscellaneous acquisition expenses; therefore,
the Partnership sold the Property for approximately $30,000 in excess of its
original purchase price.  In March 1999, the Partnership reinvested the net
sales proceeds in a Property in Albany, Georgia, at an approximate cost of
$1,641,200.  The transaction, relating to the sale of the Property in Corpus
Christi, Texas, and the reinvestment of the net sales proceeds in the Property
in Albany, Georgia, qualified as a like-kind exchange transaction for federal
income tax purposes.

     In addition, in March 1999, the Partnership sold its Property in Rochester,
New York, and received net sales proceeds of $1,050,000, resulting in a gain of
$19,628 for financial reporting purposes.  This Property was originally acquired
by the Partnership in December 1991 and had a cost of approximately $968,814,
excluding acquisition fees and miscellaneous acquisition expenses; therefore,
the Partnership sold the Property for approximately $81,200 in excess of its
original purchase price.  In March 1999, the Partnership reinvested a portion of
the net sales proceeds in a Property in Albany, Georgia, as described above.  In
addition, in November 1999, the Partnership reinvested the remaining net sales
proceeds in a Property in Montgomery, Alabama, and a Property in Dublin,
California, each as tenants-in-common with affiliates of the General Partners.
In connection therewith, the Partnership and the affiliates entered into
agreements whereby each party will share in the profits and losses of each
Property in proportion to each party's percentage interest.  As of December 31,
1999, the Partnership owned a 29 percent and a 25 percent interest,
respectively, in the Properties.

     None of the Properties owned by the Partnership, or the joint ventures or
tenancy in common arrangements in which the Partnership owns an interest, is or
may be encumbered.  Under its partnership agreement, the Partnership is
prohibited from borrowing for any purpose; provided, however, that the General
Partners or their affiliates are entitled to reimbursement, at cost, for actual
expenses incurred by the General Partners or their affiliates on behalf of the
Partnership.  Affiliates of the General Partners from time to time incur certain
operating expenses on behalf of the Partnership for which the Partnership
reimburses the affiliates without interest.

     Currently, rental income from the Partnership's Properties is invested in
money market accounts or other short-term highly liquid investments such as
demand deposit accounts at commercial banks, certificates of deposit and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership expenses or to make distributions to the
partners.  At December 31, 1999, the Partnership had $936,506 invested in such
short-term investments as compared to $1,287,379 at December 31, 1998.  The
decrease in cash was partially attributable to the Partnership investing a
portion of the amounts held at December 31, 1998, in Properties, as described
above, and a decrease in rents paid in advance.  As of December 31, 1999, the
average interest rate earned on the rental income deposited in demand deposit
accounts at commercial banks was approximately 1.25% annually.  The funds
remaining at December 31, 1999, will be used towards the payment of
distributions and other liabilities.

Short-Term Liquidity

     The Partnership's short-term liquidity requirements consist primarily of
the operating expenses of the Partnership.

                                       10
<PAGE>

     The Partnership's investment strategy of acquiring Properties for cash and
leasing them under triple-net leases to operators who generally meet specified
financial standards minimizes the Partnership's operating expenses.  The General
Partners believe that the leases will continue to generate cash flow in excess
of operating expenses.

     Due to low operating expenses and ongoing cash flow, the General Partners
believe that the Partnership has sufficient working capital reserves at this
time.  In addition, because all leases of the Partnership's Properties are on a
triple-net basis, it is not anticipated that a permanent reserve for maintenance
and repairs will be established at this time.  To the extent, however, that the
Partnership has insufficient funds for such purpose, the General Partners will
contribute to the Partnership an aggregate amount of up to one percent of the
offering proceeds for maintenance and repairs.

     The General Partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.

     The Partnership generally distributes cash from operations remaining after
the payment of the operating expenses, to the extent that the General Partners
determine that such funds are available for distribution.  Based on current and
anticipated future cash from operations, the Partnership declared distributions
to the Limited Partners of $3,150,004, $3,220,004, and $3,150,004 for the years
ended December 31, 1999, 1998, and 1997, respectively.  This represents a
distribution of $0.90, $0.92, and $0.90 per Unit for the years ended December
31, 1999, 1998, and 1997, respectively.  No amounts distributed to the Limited
Partners for the years ended December 31, 1999, 1998, and 1997, are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the Limited Partners' return on their adjusted capital
contributions.  The Partnership intends to continue to make distributions of
cash available for distribution to the Limited Partners on a quarterly basis.

     During 1999, 1998, and 1997, affiliates of the General Partners incurred on
behalf of the Partnership $178,711, $111,596, and $77,999, respectively, for
certain operating expenses.  As of December 31, 1999 and 1998, the Partnership
owed $62,066 and $24,187, respectively, to affiliates for such amounts and
accounting and administrative services.  As of March 15, 2000, the Partnership
had reimbursed the affiliates all such amounts.  Other liabilities, including
distributions payable, increased to $932,229 at December 31, 1999, from $860,973
at December 31, 1998, primarily as the result of the Partnership accruing
transaction costs relating to the proposed Merger with CNL American Properties
Fund, Inc. ("APF"), as described below in "Termination of Merger."  The increase
was partially offset by a decrease in rents paid in advance at December 31,
1999.  Total liabilities at December 31, 1999, to the extent they exceed cash
and cash equivalents at December 31, 1999, will be paid from future cash from
operations, and in the event, the General Partners elect to make additional
contributions, from future General Partner contributions.

Long-Term Liquidity

     The Partnership has no long-term debt or other long-term liquidity
requirements.

Results of Operations

     During the year ended December 31, 1997, the Partnership owned and leased
28 wholly owned Properties (including one Property in Alpharetta, Georgia, which
was sold in June 1997), during 1998, the Partnership owned and leased 27 wholly
owned Properties, and during 1999, the Partnership owned and leased 28 wholly
owned Properties (including two Properties which were sold during 1999).  In
addition, during 1999, 1998, and 1997, the Partnership was a co-venturer in two
separate joint ventures that each owned and leased six properties and one joint
venture that owned and leased one Property.  The Partnership also owned and
leased one Property with an affiliate as tenants-in-common during 1997 and 1998
and three Properties with affiliates as tenants-in-common in 1999.  As of
December 31, 1999, the Partnership owned, either directly or through joint
venture and tenancy in common arrangements, 42 Properties, which are generally
subject to long-term, triple-net leases.  The leases of the Properties provide
for minimum base annual rental amounts (payable in monthly installments) ranging
from approximately $51,500 to $171,400.  Generally, the leases provide for
percentage rent based on sales in excess of a specified amount.  In addition, a
majority of the leases provide that, commencing in specified lease years
(ranging from the third to the sixth lease year), the annual base rent required
under the terms of the lease will increase.  For further description of the
Partnership's leases and Properties, see Item 1.  Business - Leases and Item 2.
Properties, respectively.

                                       11
<PAGE>

     During the years ended December 31, 1999, 1998 and 1997, the Partnership
earned $2,335,381, $2,363,610, and $2,572,954, respectively, in rental income
from operating leases (net of adjustments to accrued rental income) and earned
income from direct financing leases its wholly owned Properties.  The decrease
in rental and earned income during 1999 and 1998, each as compared to the
previous year, was due to the fact that the Partnership established an allowance
for doubtful accounts of $206,000 and $97,300 during 1998 and 1997,
respectively, relating to the Perkins Properties in Williamsville and Rochester,
New York, which were leased by the same tenant, due to financial difficulties
the tenant was experiencing.  No such allowance was established during 1999.  In
May 1998, the tenant of these Properties filed for bankruptcy and rejected the
lease relating to the Property in Williamsville, New York.  As a result, during
1998, the Partnership reversed approximately $267,600 of accrued rental income
(non-cash accounting adjustments relating to the straight-lining of future
scheduled rent increases over the lease term in accordance with generally
accepted accounting principles) relating to both Properties.  Rental and earned
income decreased  approximately $210,100 during 1999, as compared to 1998, as a
result of the lease rejection and the fact that the tenant ceased making rental
payments in October 1998.  The Partnership will not recognize rental and earned
income from the rejected Property until a new tenant is located or until the
Property is sold and the proceeds from such sale are reinvested in an additional
Property.  The lost revenues resulting from the lease that was rejected could
have an adverse effect on the results of operations of the Partnership if the
Partnership is unable to re-lease the Property in a timely manner.  The General
Partners are currently seeking either a new tenant or purchaser for this
Property.  The Partnership continued receiving rental payments on the lease that
was not rejected, relating to the Property in Rochester, New York, and in March
1999, the Partnership sold this Property to a third party, which resulted in a
decrease in rental and earned income during 1999, as compared to 1998, of
approximately $203,200.  In March and November 1999, the Partnership reinvested
these net sales proceeds in a Property in Albany, Georgia and two Properties
with affiliates of the General Partners, as tenants-in-common, as described in
"Capital Resources."

     The decrease during 1999 and 1998, each as compared to the previous year,
was also partially attributable to a decrease of approximately $69,800 and
$52,000 during 1999 and 1998, respectively, due to the fact that the leases
relating to the Burger King Properties in Shelby, North Carolina; Maple Heights,
Ohio; Watertown, New York and Carrboro, North Carolina were amended to provide
for rent reductions.  Rental and earned income relating to these Properties are
expected to remain at reduced amounts as a result of these amendments.

     The decrease in rental and earned income during 1999 and 1998, each as
compared to the previous year, was partially offset by an increase of
approximately $6,100 and $93,800 for rental amounts relating to the
Partnership's Properties in Blufton, Alliance and North Baltimore, Ohio, during
1999 and 1998, respectively.  During 1994, the leases relating to these
Properties were amended to provide for the payment of reduced annual base rent
with no scheduled rent increases.  In accordance with a provision in the
amendments, as a result of the former tenant assigning the leases to a new
tenant during 1998, the rents under the assigned leases, reverted back to those
that were required under the original lease agreements.  The increase during
1999 relating to these Properties was partially offset by approximately $33,600
due to the fact that the Partnership established an allowance for doubtful
accounts, due to financial difficulties the tenants are experiencing.  No such
allowance was established during 1998 or 1997.

     Rental and earned income decreased by approximately $142,600 during 1999,
as compared to 1998, due to the fact that, during 1999, the Partnership sold the
Property located in Corpus Christi, Texas, as described above in "Capital
Resources."  The decrease was partially offset by an increase of approximately
$137,100 due to the fact that the Partnership, in March 1999, reinvested the net
sales proceeds in a Property in Albany, Georgia, as described above in "Capital
Resources."

     Rental and earned income was also lower during 1999, as compared to 1998,
due to the fact that during 1999, the Partnership established an allowance for
doubtful accounts of approximately $19,500 relating to past due rental amounts
for the Property in Grand Prairie, Texas, in accordance with the Partnership's
collection policy.  No such allowance was established during 1998 or 1997.

     In addition, rental and earned income decreased approximately $47,700 and
$51,800 during 1998 and 1997, respectively, as a result of the sale of the
Property in Alpharetta, Georgia, in June 1997.  In July 1997, the Partnership
reinvested the net sales proceeds in a Property in Englewood, Colorado, as
tenants-in-common, with an affiliate of the General Partners, as discussed above
in "Capital Resources."

     The decrease in rental and earned income during 1998, as compared to 1997,
was partially offset by an increase in rental and earned income of approximately
$49,100 during 1998, as a result of the Partnership re-leasing the

                                       12
<PAGE>

Property in Copley Township, Ohio, for which rent commenced in 1997. The former
operator of the Property ceased operations of the Property in April 1997,
resulting in a decrease in rental income of approximately $65,000 during 1997.

     In addition, for the years ended December 31, 1999, 1998, and 1997, the
Partnership earned $59,287, $79,780, and $74,867, respectively, in contingent
rental income.  The decrease in contingent rental income during 1999, as
compared to 1998, is primarily attributable to a decrease in gross sales of
certain restaurant Properties whose leases require the payment of contingent
rental income.

     During the years ended December 31, 1999, 1998, and 1997, the Partnership
also earned $606,337, $596,166, and $537,853, respectively, in income
attributable to net income earned by joint ventures in which the Partnership is
a co-venturer.  The increase in net income earned by joint ventures during 1999
and 1998, each as compared to the previous year, was primarily due to the fact
that in July 1997, the Partnership reinvested the net sales proceeds it received
from the sale of the Property in Alpharetta, Georgia, in an IHOP Property
located in Englewood, Colorado, as tenants-in-common, with an affiliate of the
General Partners.  In addition, during November 1999, the Partnership reinvested
a portion of the net sales proceeds it received from the sale of the Property in
Rochester, New York, in a Property in Dublin, California, and Montgomery,
Alabama, each as tenants-in-common with affiliates of the General Partners.

     During the year ended December 31, 1999, four of the Partnership's lessees
(or group of affiliated lessees), Carrols Corporation, Flagstar Enterprises,
Inc., Golden Corral Corporation and Burger King Corporation, each contributed
more than ten percent of the Partnership's total rental income (including the
Partnership's share of rental income from 13 Properties owned by joint ventures
and three Properties owned as tenants-in-common).  As of December 31, 1999,
Carrols Corporation was the lessee under leases relating to four restaurants,
Flagstar Enterprises, Inc. was the lessee under leases relating to five
restaurants, Burger King Corp. was the lessee under leases relating to the 13
restaurants owned by joint ventures and Golden Corral Corporation was the lessee
under leases relating to three restaurants.  It is anticipated that, based on
the minimum rental payments required by the leases, these four lessees or groups
of affiliated lessees each will continue to contribute more than ten percent of
the Partnership's total rental income in 2000.  In addition, four Restaurant
Chains, Burger King, Hardee's, Golden Corral, Family Steakhouse Restaurants, and
Shoney's, each accounted for more than ten percent of the Partnership's total
rental income during 1999 (including the Partnership's share of the rental
income from 13 Properties owned by joint ventures and three Properties owned as
tenants-in-common).  It is anticipated that these four Restaurant Chains each
will continue to account for more than ten percent of the total rental income to
which the Partnership is entitled under the terms of its leases.  Any failure of
these lessees or Restaurant Chains could materially affect the Partnership's
income if the Partnership is not able to re-lease the Properties in a timely
manner.

     Operating expenses, including depreciation and amortization expense, were
$773,627, $499,212, and $492,354 for the years ended December 31, 1999, 1998,
and 1997, respectively.  The increase in operating expenses during 1999 and
1998, each as compared to the previous year, was primarily attributable to the
fact that the Partnership incurred $181,109 and $19,041, respectively, in
transaction costs related to the General Partners retaining financial and legal
advisors to assist them in evaluating and negotiating the proposed merger with
APF, as described below in "Termination of Merger."

     The increase in operating expenses during 1999 was also partially due to an
increase in depreciation expense as a result (i) of lease amendments causing the
reclassification of two leases, one Property in Carrboro, North Carolina and one
Property in Shelby, North Carolina, from direct financing leases to operating
leases during 1998, and (ii) the acquisition of the Property in Albany, Georgia
in March 1999.

     Operating expenses also increased during 1999 and 1998, due to an increase
in legal fees, insurance and real estate tax expense incurred in connection with
the tenant of the Property in Williamsville, New York filing for bankruptcy,
rejecting the lease, and ceasing rental payments.  The Partnership will continue
to incur these types of expenses until a replacement tenant or purchaser is
located.  During the year ended December 31, 1998, the Partnership established
an allowance for loss on building and an impairment in the carrying value of the
net investment in direct financing leases for a total of $314,775 for financial
reporting purposes relating to the Properties in Williamsville and Rochester,
New York.  The losses represented the difference between each Property's
carrying value at December 31, 1998, and the estimated net realizable value at
December 31, 1998 for each Property.  No such allowance was established during
the years ended December 31, 1999 and 1997.

                                       13
<PAGE>

     The increase in operating expenses during 1998, as compared to 1997, was
partially offset by the fact that during 1997, the Partnership recorded bad debt
expense of $21,000 relating to the Property in Copley Township, Ohio.  The
former tenant ceased operating the Property in April 1997, and the General
Partners ceased collection efforts.  The Property was re-leased to a new tenant
in September 1997.

     As a result of the 1999 sale of the Property in Rochester, New York and the
sale of the Property in Corpus Christi, Texas, and the 1997 sale of the Property
in Alpharetta, Georgia, as described above in "Capital Resources," the
Partnership recognized gains for financial reporting purposes of $75,997 and
$199,643 for the years ended December 31, 1999 and 1997, respectively.  No
Properties were sold during 1998.

     The Partnership's leases as of December 31, 1999, in general, are triple-
net leases and contain provisions that the General Partners believe mitigate the
adverse effect of inflation.  Such provisions include clauses requiring the
payment of percentage rent based on certain restaurant sales above a specified
level and/or automatic increases in base rent at specified times during the term
of the lease.  Management expects that increases in restaurant sales volumes due
to inflation and real sales growth should result in an increase in rental income
over time.  Continued inflation also may cause capital appreciation of the
Partnership's Properties.  Inflation and changing prices, however, also may have
an adverse impact on the sales of the restaurants and on potential capital
appreciation of the Properties.

Termination of Merger

     On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with APF, pursuant to which the Partnership would be merged with and into
a subsidiary of APF.  Under the Agreement and Plan of Merger, APF was to issue
shares of its common stock as consideration for the Merger.  On March 1, 2000,
the General Partners and APF announced that they had mutually agreed to
terminate the Agreement and Plan of Merger.  The agreement to terminate the
Agreement and Plan of Merger was based, in large part, on the General Partners'
concern that, in light of market conditions relating to publicly traded real
estate investment trusts, the value of the transaction had diminished.  As a
result of such diminishment, the General Partners' ability to unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.

Overview of Year 2000 Problem

     The year 2000 problem concerns the inability of information and non-
information technology systems to properly recognize and process date-sensitive
information beyond January 1, 2000.  The failure to accurately recognize the
year 2000 could result in a variety of problems from data miscalculations to the
failure of entire systems.

Status

     The Partnership generally does not directly own information technology
systems.  The General Partners and their affiliates generally provide all
services requiring the use of information and some non-information technology
systems.  In early 1998, affiliates of the General Partners formed a year 2000
committee ("the Y2K Team") that assessed the readiness of any systems that are
date sensitive and completed upgrades for the hardware equipment and software
that was not year 2000 compliant, as necessary.  The cost for these upgrades and
other remedial measures is the responsibility of the General Partners and their
affiliates.  The General Partners and their affiliates do not expect that the
Partnership will incur any costs in connection with the year 2000 remedial
measures.  In addition, the Y2K Team requested and received certifications of
compliance from other companies with which the General Partners, their
affiliates, and the Partnership have material third party relationships.

     In assessing the risks presented by the year 2000 problem, the Y2K Team
identified potential worst case scenarios involving the future of the
information and non-information technology systems used by the Partnership's
transfer agent, financial institutions and tenants.  As of January 14, 2000, the
General Partners and their affiliates have tested the information and non-
information technology systems used by the Partnership and have not experienced
material disruption or other significant problems.  In addition, as of the same
date, the General Partners are not aware of any material year 2000 problems
relating to information and non-information technology systems of third parties
with which the  Partnership  maintains  material  relationships, including those
of the Partnership's transfer agent, financial institutions

                                       14
<PAGE>

and tenants.  In addition, in the Partnership's interactions with its transfer
agent, financial institutions and tenants, the systems of these third parties
have functioned normally.  Until the Partnership's first distribution in 2000
and the delivery of the information by the transfer agent to stockholders in
early 2000, the General Partners will continue to monitor the year 2000
compliance of the transfer agent.  In addition, the General Partners will
continue to monitor the systems used by the Partnership and to maintain contact
with third parties with which the Partnership has material relationships with
respect to year 2000 compliance and any year 2000 issues that may arise at a
later date.  The General Partners will develop contingency plans relating to
ongoing year 2000 issues at the time that such issues are identified and such
plans are deemed necessary.

     Based on the information provided to the Y2K Team, the upgrades and
remedial measures by the General Partners and their affiliates, and the normal
functioning to date of information and non-information technology systems used
by the Partnership and those third parties, the General Partners do not foresee
significant risks associated with its year 2000 compliance at this time.  In
addition, the General Partners and their affiliates do not expect to incur any
additional costs in connection with the year 2000 remedial efforts.  However,
there can be no assurance that the General Partners and their affiliates or any
third parties will not have ongoing year 2000 issues that may have adverse
effects on the Partnership.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

Item 8.  Financial Statements and Supplementary Data

                                       15
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                                   CONTENTS
                                   --------

<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----
<S>                                                                       <C>
Report of Independent Certified Public Accountants                          17

Financial Statements:

  Balance Sheets                                                            18

  Statements of Income                                                      19

  Statements of Partners' Capital                                           20

  Statements of Cash Flows                                                  21

  Notes to Financial Statements                                             23
</TABLE>

                                       16
<PAGE>

              Report of Independent Certified Public Accountants
              --------------------------------------------------

To the Partners
CNL Income Fund IX, Ltd.

In our opinion, the financial statements listed in the index appearing under
item 14(a)(1) present fairly, in all material respects, the financial position
of CNL Income Fund VIII, Ltd. (a Florida limited partnership) at December 31,
1999 and 1998, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States.  In addition, in
our opinion, the financial statement schedules listed in the index appearing
under item 14(a)(2) present fairly, in all material respects, the information
set forth therein when read in conjunction with the related financial
statements.  These financial statements and financial statement schedules are
the responsibility of the Partnership's management; our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits.  We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

Orlando, Florida
February 4, 2000, except for Note 10 for which the date is March 1, 2000.

                                       17
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                                BALANCE SHEETS
                                --------------

<TABLE>
<CAPTION>
                                                                               December 31,
                                                                      1999                      1998
                                                                  ------------              ------------
<S>                                                               <C>                       <C>
                  ASSETS
                  ------

Land and buildings on operating leases, less
 accumulated depreciation and allowance for
 loss on building                                                 $ 14,692,716              $ 15,066,178
Net investment in direct financing leases,
 less allowance for impairment in carrying value                     5,319,764                 5,905,995
Investment in joint ventures                                         7,169,101                 6,473,381
Cash and cash equivalents                                              936,506                 1,287,379
Receivables, less allowance for doubtful
 accounts of $55,896 and $206,052,
 respectively                                                          108,238                    93,569

Prepaid expenses                                                        21,447                     3,185
Lease costs, less accumulated amortization of
 $3,077 and $1,577, respectively                                        11,923                    13,423
Accrued rental income                                                1,183,581                 1,255,968
                                                                  ------------              ------------

                                                                  $ 29,443,276              $ 30,099,078
                                                                  ============              ============

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

Accounts payable                                                  $    107,139              $      1,103
Escrowed real estate taxes payable                                       8,116                     9,022
Distributions payable                                                  787,501                   787,501
Due to related parties                                                  62,066                    24,187
Rents paid in advance and deposits                                      29,473                    63,347
                                                                  ------------              ------------
     Total liabilities                                                 994,295                   885,160

Partners' capital                                                   28,448,981                29,213,918
                                                                  ------------              ------------

                                                                  $ 29,443,276              $ 30,099,078
                                                                  ============              ============
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                             STATEMENTS OF INCOME
                             --------------------

<TABLE>
<CAPTION>
                                                                           Year ended December 31,
                                                                     1999           1998              1997
                                                                 -----------     -----------      -----------
<S>                                                              <C>             <C>              <C>
Revenues:
 Rental income from operating leases                             $ 1,615,198     $ 1,804,248      $ 1,742,351
 Adjustments to accrued rental income                                     --        (267,600)              --
 Earned income from direct financing leases                          720,183         826,962          830,603
 Contingent rental income                                             59,287          79,780           74,867
 Interest and other income                                            81,692          61,129           44,669
                                                                 -----------     -----------      -----------
                                                                   2,476,360       2,504,519        2,692,490
                                                                 -----------     -----------      -----------
Expenses:
 General operating and administrative                                166,844         142,996          153,175
 Professional services                                                51,336          43,685           24,658
 Bad debt expense                                                         --           5,133           21,000
 Real estate taxes                                                    29,069           6,247           30,835
 State and other taxes                                                27,021          14,337           11,126
 Depreciation and amortization                                       318,248         267,773          251,560
 Transaction costs                                                   181,109          19,041               --
                                                                 -----------     -----------      -----------
                                                                     773,627         499,212          492,354
                                                                 -----------     -----------      -----------

Income Before Equity in Earnings of Joint Ventures, Gain
 on sale of Land and Buildings, Impairment and Provision
 for loss on Building and Impairment in Carrying Value of
 Net Investment in Direct Financing Lease                          1,702,733       2,005,307        2,200,136

Equity in Earnings of Joint Ventures                                 606,337         596,166          537,853

Gain on Sale of Land and Buildings                                    75,997              --          199,643

Provision for Loss on Building and Impairment in Carrying
 Value of Net Investment in Direct Financing Lease                        --        (314,775)              --
                                                                 -----------     -----------      -----------

Net Income                                                       $ 2,385,067     $ 2,286,698      $ 2,937,632
                                                                 ===========     ===========      ===========

Allocation of Net Income:
 General partners                                                $    23,654     $    23,991      $    27,380
 Limited partners                                                  2,361,413       2,262,707        2,910,252
                                                                 -----------     -----------      -----------

                                                                 $ 2,385,067     $ 2,286,698      $ 2,937,632
                                                                 ===========     ===========      ===========

Net Income Per Limited Partner Unit                              $      0.68     $      0.65      $      0.83
                                                                 ===========     ===========      ===========

Weighted Average Number of Limited Partner Units
 Outstanding                                                       3,500,000       3,500,000        3,500,000
                                                                 ===========     ===========      ===========
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

                            CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                        STATEMENTS OF PARTNERS' CAPITAL
                        -------------------------------

                  Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                           General Partners                                   Limited Partners
                                  ----------------------------   -----------------------------------------------------------
                                                   Accumulated                                     Accumulated  Syndication
                                  Contributions     Earnings     Contributions   Distributions      Earnings      Costs
                                  -------------    -----------   -------------   -------------     -----------  ------------
<S>                               <C>              <C>           <C>             <C>               <C>          <C>
Balance, December 31, 1996              $ 1,000      $ 162,392    $ 35,000,000   $ (16,690,583)   $ 16,076,787  $ (4,190,000)

 Distributions to limited
  partners ($0.90 per limited
  partner unit)                              --             --              --      (3,150,004)             --            --
 Net income                                  --         27,380              --              --       2,910,252            --
                                  -------------    -----------   -------------   -------------    ------------  ------------

Balance, December 31, 1997                1,000        189,772      35,000,000     (19,840,587)     18,987,039    (4,190,000)

 Distributions to limited
  partners ($0.92 per limited
  partner unit)                              --             --              --      (3,220,004)             --            --
 Net income                                  --         23,991              --              --       2,262,707            --
                                  -------------    -----------   -------------   -------------    ------------  ------------

Balance, December 31, 1998                1,000        213,763      35,000,000     (23,060,591)     21,249,746    (4,190,000)

 Distributions to limited
   partners ($0.90 per limited
   partner unit)                             --             --              --      (3,150,004)             --            --
 Net income                                  --         23,654              --              --       2,361,413            --
                                  -------------    -----------   -------------   -------------    ------------  ------------

Balance, December 31, 1999              $ 1,000      $ 237,417    $ 35,000,000   $ (26,210,595)   $ 23,611,159  $ (4,190,000)
                                  =============    ===========   =============   =============    ============  ============

<CAPTION>
                                       Total
                                    ------------
<S>                                 <C>
Balance, December 31, 1996          $ 30,359,596

 Distributions to limited
  partners ($0.90 per limited
  partner unit)                       (3,150,004)
 Net income                            2,937,632
                                    ------------

Balance, December 31, 1997            30,147,224

 Distributions to limited
  partners ($0.92 per limited
  partner unit)                       (3,220,004)
 Net income                            2,286,698
                                    ------------
                                      29,213,918
Balance, December 31, 1998

 Distributions to limited
   partners ($0.90 per limited
   partner unit)                      (3,150,004)
Net income                             2,385,067
                                    ------------

Balance, December 31, 1999          $ 28,448,981
                                    ============
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                           STATEMENTS OF CASH FLOWS
                           ------------------------

<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                                   1999             1998             1997
                                                                -----------      -----------      -----------
<S>                                                             <C>              <C>              <C>
Increase (Decrease) in Cash and Cash Equivalents:

 Cash Flows from Operating Activities:
   Cash received from tenants                                   $ 2,388,494      $ 2,695,934      $ 2,666,373
   Distributions from joint ventures                                738,371          738,544          676,806
   Cash paid for expenses                                          (325,027)        (223,753)        (229,884)
   Interest received                                                 66,258           42,665           44,669
                                                                -----------      -----------      -----------
    Net cash provided by operating activities                     2,868,096        3,253,390        3,157,964
                                                                -----------      -----------      -----------

 Cash Flows from Investing Activities:
   Proceeds from sale of land and buildings                       2,400,000               --        1,053,571
   Purchase of land and building                                 (1,641,211)              --               --
   Investment in joint ventures                                    (827,754)              --       (1,049,762)
   Payment of lease costs                                                --               --          (15,000)
   Other                                                                 --            3,605               --
                                                                -----------      -----------      -----------
     Net cash provided by (used in) investing
       activities                                                   (68,965)           3,605          (11,191)
                                                                -----------      -----------      -----------

 Cash Flows from Financing Activities:
   Distributions to limited partners                             (3,150,004)      (3,220,004)      (3,185,003)
                                                                -----------      -----------      -----------
     Net cash used in financing activities                       (3,150,004)      (3,220,004)      (3,185,003)
                                                                -----------      -----------      -----------

Net Increase (Decrease) in Cash and Cash Equivalents               (350,873)          36,991          (38,230)

Cash and Cash Equivalents at Beginning of Year                    1,287,379        1,250,388        1,288,618
                                                                -----------      -----------      -----------

Cash and Cash Equivalents at End of Year                        $   936,506      $ 1,287,379      $ 1,250,388
                                                                ===========      ===========      ===========
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                     STATEMENTS OF CASH FLOWS - CONTINUED
                     ------------------------------------

<TABLE>
<CAPTION>
                                                                          Year Ended December 31:
                                                                   1999            1998            1997
                                                               -----------     -----------     -----------
<S>                                                             <C>             <C>             <C>
Reconciliation of Net Income to Net Cash Provided by
 Operating Activities:

 Net income                                                    $ 2,385,067     $ 2,286,698     $ 2,937,632
                                                               -----------     -----------     -----------
 Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation                                                   316,748         266,273         251,483
    Amortization                                                     1,500           1,500              77
    Equity in earnings of joint ventures, net of
       distributions                                               132,034         142,378         138,953
    Gain on sale of land and buildings                             (75,997)             --        (199,643)
    Bad debt expense                                                    --           5,133          21,000
    Provision for loss on building and impairment in
       carrying value of net investment in direct
       financing lease                                                  --         314,775              --
    Increase in receivables                                        (14,669)         (2,568)        (41,878)
    Decrease (increase) in prepaid expenses                        (18,262)            739             (79)
    Decrease in net investment in direct financing
       leases                                                       61,066          92,647         121,311
    Decrease (increase) in accrued rental income                   (28,526)        209,852         (70,837)
    Increase (decrease) in accounts payable and
       accrued expenses                                            105,130         (39,956)        (16,524)
    Increase in due to related parties                              37,879          19,568           3,214
    Increase (decrease) in rents paid in advance and
       deposits                                                    (33,874)        (43,649)         13,255
                                                               -----------     -----------     -----------
        Total adjustments                                          483,029         966,692         220,332
                                                               -----------     -----------     -----------

Net Cash Provided by Operating Activities                      $ 2,868,096     $ 3,253,390     $ 3,157,964
                                                               ===========     ===========     ===========

 Supplemental Schedule of Non-Cash Financing
  Activities:

 Distributions declared and unpaid at December 31              $   787,501     $   787,501     $   787,501
                                                               ===========     ===========     ===========
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                 Years Ended December 31, 1999, 1998, and 1997

1.   Significant Accounting Policies:
     -------------------------------

     Organization and Nature of Business - CNL Income Fund IX, Ltd. (the
     -----------------------------------
     "Partnership") is a Florida limited partnership that was organized for the
     purpose of acquiring both newly constructed and existing restaurant
     properties, as well as properties upon which restaurants were to be
     constructed, which are leased primarily to operators of national and
     regional fast-food and family-style restaurant chains.

     The general partners of the Partnership are CNL Realty Corporation (the
     "Corporate General Partner"), James M. Seneff, Jr. and Robert A. Bourne.
     Mr. Seneff and Mr. Bourne are also 50 percent shareholders of the Corporate
     General Partner.  The general partners have responsibility for managing the
     day-to-day operations of the Partnership.

     Real Estate and Lease generally - The Partnership records the acquisition
     -------------------------------
     of land and buildings at cost, including acquisition and closing costs.
     Land and buildings are leased to unrelated third parties generally on a
     triple-net basis, whereby the tenant is responsible for all operating
     expenses relating to the property, including property taxes, insurance,
     maintenance and repairs.  The leases are accounted for using either the
     direct financing or the operating methods.  Such methods are described
     below:

          Direct financing method - The leases accounted for using the direct
          financing method are recorded at their net investment (which at the
          inception of the lease generally represents the cost of the asset)
          (see Note 4).  Unearned income is deferred and amortized to income
          over the lease terms so as to produce a constant periodic rate of
          return on the Partnership's investment in the leases.

          Operating method - Land and building leases accounted for using the
          operating method are recorded at cost, revenue is recognized as
          rentals are earned and depreciation is charged to operations as
          incurred.  Buildings are depreciated on the straight-line method over
          their estimated useful lives of 30 years.  When scheduled rentals vary
          during the lease term, income is recognized on a straight-line basis
          so as to produce a constant periodic rent over the lease term
          commencing on the date the property is placed in service.

                                       23
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

1.   Significant Accounting Policies - Continued:
     -------------------------------------------

          Accrued rental income represents the aggregate amount of income
          recognized on a straight-line basis in excess of scheduled rental
          payments to date.  Whenever a tenant defaults under the terms of its
          lease, or events or changes in circumstance indicate that the tenant
          will not lease the property through the end of the lease term, the
          Partnership either reserves or reverses the cumulative accrued
          rental income balance.

     When the properties are sold, the related cost and accumulated depreciation
     for operating leases and the net investment for direct financing leases,
     plus any accrued rental income, will be removed from the accounts and gains
     or losses from sales will be reflected in income.  The general partners of
     the Partnership review properties for impairment whenever events or changes
     in circumstances indicate that the carrying amount of the assets may not be
     recoverable through operations.  The general partners determine whether an
     impairment in value has occurred by comparing the estimated future
     undiscounted cash flows, including the residual value of the property, with
     the carrying cost of the individual property.  If an impairment is
     indicated, the assets are adjusted to the fair value.  Although the general
     partners have made their best estimate of these factors based on current
     conditions, it is reasonably possible that changes could occur in the near
     term which could adversely affect the general partners' estimate of net
     cash flows expected to be generated from its properties and the need for
     asset impairment write-downs.

     When the collection of amounts recorded as rental or other income is
     considered to be doubtful, an adjustment is made to increase the allowance
     for doubtful accounts, which is netted against receivables, and to decrease
     rental or other income or increase bad debt expense for the current period,
     although the Partnership continued to pursue collection of such amounts.
     If amounts are subsequently determined to be uncollectible, the
     corresponding receivable and allowance for doubtful accounts are decreased
     accordingly.

     Investment in Joint Ventures - The Partnership's investments in three joint
     ----------------------------
     ventures and properties in Englewood, Colorado; Dublin, California; and
     Montgomery, Alabama for which the properties are held as tenants-in-common
     with affiliates, are accounted for using the equity method since the
     Partnership shares control with affiliates which have the same general
     partners.

     Cash and Cash Equivalents - The Partnership considers all highly liquid
     -------------------------
     investments with a maturity of three months or less when purchased to be
     cash equivalents. Cash and cash equivalents consist of demand deposits at
     commercial banks and money market funds (some of which are backed by
     government securities). Cash equivalents are stated at cost

                                       24
<PAGE>

                            CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

1.   Significant Accounting Policies - Continued:
     -------------------------------------------

     plus accrued interest, which approximates market value.  Cash accounts
     maintained on behalf of the Partnership in demand deposits at commercial
     banks and money market funds may exceed federally insured levels; however,
     the Partnership has not experienced any losses in such accounts.  The
     Partnership limits investment of temporary cash investments to financial
     institutions with high credit standing; therefore, the Partnership believes
     it is not exposed to any significant credit risk on cash and cash
     equivalents.

     Lease Costs - Lease costs associated with negotiating a new lease are
     -----------
     amortized over the term of the new lease using the straight-line method.

     Income Taxes - Under  Section 701 of the Internal Revenue Code, all income,
     ------------
     expenses and tax credit items flow through to the partners for tax
     purposes.  Therefore, no provision for federal income taxes is provided in
     the accompanying financial statements.  The Partnership is subject to
     certain state taxes on its income and property.

     Additionally, for tax purposes, syndication costs are included in
     Partnership equity and in the basis of each partner's investment.  For
     financial reporting purposes, syndication costs are netted against
     partners' capital and represent a reduction of Partnership equity and a
     reduction in the basis of each partner's investment.

     Use of Estimates - The general partners of the Partnership have made a
     ----------------
     number of estimates and assumptions relating to the reporting of assets and
     liabilities and the disclosure of contingent assets and liabilities to
     prepare these financial statements in conformity with generally accepted
     accounting principles.  The more significant areas requiring the use of
     management estimates relate to the allowance for doubtful accounts and
     future cash flows associated with long-lived assets.  Actual results could
     differ from those estimates.

2.   Leases:
     ------

     The Partnership leases its land and buildings to operators of national and
     regional fast-food and family-style restaurants.  The leases are accounted
     for under the provisions of Statement of Financial Accounting Standards No.
     13, "Accounting for Leases."  Some of the leases have been classified as
     operating leases and some of the leases have been classified as direct
     financing leases.  For the leases classified as direct financing leases,
     the building portions of the property leases are accounted for as direct
     financing leases while a

                                       25
<PAGE>

                            CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997


2.   Leases - Continued:
     ------------------

     majority of the land portion of these leases are operating leases.
     Substantially all leases are for 15 to 20 years and provide for minimum and
     contingent rentals.  In addition, the tenant pays all property taxes and
     assessments, fully maintains the interior and exterior of the building and
     carries insurance coverage for public liability, property damage, fire and
     extended coverage.  The lease options generally allow tenants to renew the
     leases for two to five successive five-year periods subject to the same
     terms and conditions as the initial lease.  Most leases also allow the
     tenant to purchase the property at fair market value after a specified
     portion of the lease has elapsed.

3.   Land and Buildings on Operating Leases:
     --------------------------------------

     Land and buildings on operating leases consisted of the following at
December 31:

<TABLE>
<CAPTION>
                                                         1999             1998
                                                    ------------      ------------
          <S>                                       <C>               <C>
          Land                                      $  7,465,608      $  8,207,939
          Buildings                                    9,378,821         8,818,794
                                                    ------------      ------------
                                                      16,844,429        17,026,733

          Less accumulated depreciation               (1,902,345)       (1,711,187)
                                                    ------------      ------------
                                                      14,942,084        15,315,546
          Less allowance for loss on
           building                                     (249,368)         (249,368)
                                                    ------------      ------------

                                                    $ 14,692,716      $ 15,066,178
                                                    ============      ============
</TABLE>

     During 1998, the Partnership recorded a provision for loss on building in
     the amount of $249,368 for financial reporting purposes relating to the
     property in Williamsville, New York.  The tenant of this property filed for
     bankruptcy during 1998, and rejected the lease.  The allowance represents
     the difference between the carrying value of the property at December 31,
     1998 and the estimated net realizable value for the property.

                                       26
<PAGE>

                         CNL INCOME FUND IX, LTD.
                      (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997


3.   Land and Buildings on Operating Leases - Continued:
     --------------------------------------------------

     During February and March 1999, the Partnership sold its properties in
     Corpus Christi, Texas and Rochester, New York, respectively, and received
     net sales proceeds of $1,350,000 and $1,050,000, respectively, resulting in
     a gain of $56,369 and $19,628, respectively, for financial reporting
     purposes (see Note 4).  These properties were originally acquired by the
     Partnership in 1991 and 1992 and had a total cost of approximately
     $2,288,800, excluding acquisition fees and miscellaneous acquisition
     expenses; therefore, the Partnership sold the properties for a total of
     approximately $111,200 in excess of their original purchase prices.  In
     March 1999, the Partnership reinvested a portion of these net sales
     proceeds in a Golden Corral property located in Albany, Georgia, at an
     approximate cost of $1,641,200.  In addition, in November 1999, the
     Partnership reinvested a portion of the net sales proceeds in two
     properties held as tenants-in-common with affiliates of the general
     partners (see Note 5).

     Some leases provide for escalating guaranteed minimum rents throughout the
     lease term.  Income from these scheduled rent increases is recognized on a
     straight-line basis over the terms of the leases.  For the years ended
     December 31, 1999 and 1997, the Partnership recognized income of $26,847
     and $70,837, respectively, and for the year ended December 31,1998, the
     Partnership recognized a loss of $209,852 (net of $267,600 in reversals),
     of such rental income.

     The following is a schedule of the future minimum lease payments to be
     received on noncancellable operating leases at December 31, 1999:

             2000                                          $ 1,688,910
             2001                                            1,719,797
             2002                                            1,814,486
             2003                                            1,822,986
             2004                                            1,822,986
             Thereafter                                      8,600,498
                                                           -----------

                                                           $17,469,663
                                                           ===========

     Since lease renewal periods are exercisable at the option of the tenant,
     the above table only presents future minimum lease payments due during the
     initial lease terms.  In addition, this table does not include any amounts
     for future contingent rentals which may be received on the leases based on
     a percentage of the tenant's gross sales.

                                       27
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

4.   Net Investment in Direct Financing Leases:
     -----------------------------------------

     The following lists the components of the net investment in direct
     financing leases at December 31:

<TABLE>
<CAPTION>
                                                               1999             1998
                                                           -----------      ------------
           <S>                                             <C>              <C>
           Minimum lease payments receivable               $ 9,613,462      $ 11,521,454
           Estimated residual values                         1,929,582         2,091,629
           Less unearned income                             (6,223,280)       (7,641,681)
                                                           -----------      ------------
                                                             5,319,764         5,971,402
           Less allowance for impairment in
             carrying value                                         --           (65,407)
                                                           -----------      ------------

           Net investment in direct financing leases       $ 5,319,764      $  5,905,995
                                                           ===========      ============
</TABLE>

     In August 1998, two of the Partnership's leases were amended.  As a result,
     the Partnership reclassified the direct financing leases to operating
     leases.  In accordance with Statement of Financial Accounting Standards No.
     13, "Accounting for Leases," the Partnership recorded each of the
     reclassified leases at the lower of original cost, present fair value, or
     present carrying amount.  No loss on termination of direct financing lease
     was recorded for financial reporting purposes.

     As of December 31, 1998, the Partnership had recorded an allowance of
     $65,407 for impairment in the carrying value of the Property in Rochester,
     New York, due to the tenant filing for bankruptcy.  The allowance
     represented the difference between the carrying value of the property at
     December 31, 1998 and the estimated net realizable value for the property.
     In March 1999, the Partnership sold the property and received net sales
     proceeds of $1,050,000 and recorded a gain of $19,628 for financial
     reporting purposes, resulting in a total net loss of approximately $45,800.
     The building portion of this property had been classified as a direct
     financing lease.  In connection therewith, the gross investment (minimum
     lease payments receivable and the estimated residual value), unearned
     income and the allowance for impairment in carrying value relating to the
     building, were removed from the accounts and the gain from the sale of the
     property was reflected in income (see Note 3).

                                       28
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

4.   Net Investment in Direct Financing Leases - Continued:
     -----------------------------------------------------

     The following is a schedule of future minimum lease payments to be received
     on the direct financing leases at December 31, 1999:

             2000                                       $   743,173
             2001                                           755,006
             2002                                           800,801
             2003                                           800,801
             2004                                           800,801
             Thereafter                                   5,712,880
                                                        -----------

                                                        $ 9,613,462
                                                        ===========

     The above table does not include future minimum lease payments for renewal
     periods or for contingent rental payments that may become due in future
     periods (see Note 3).

5.   Investment in Joint Ventures:
     ----------------------------

     The Partnership has a 45.2%, 50 percent and 27.33% interest in the profits
     and losses of CNL Restaurant Investments II, CNL Restaurant Investments III
     and Ashland Joint Venture, respectively.  The remaining interests in these
     joint ventures are held by affiliates of the Partnership which have the
     same general partners.  The Partnership also owns a property in Englewood,
     Colorado, as tenants-in-common with an affiliate of the general partners.
     As of December 31, 1999, the Partnership owned a 67 percent interest in
     this property.

     In November 1999, the Partnership used a portion of the net proceeds from
     the sales of properties in Corpus Christi, Texas and Rochester, New York to
     acquire a 25 percent interest in an IHOP property in Dublin, California
     with CNL Income Fund VI, Ltd., a Florida limited partnership and affiliate
     of the general partners, and a 29 percent interest in an IHOP property in
     Montgomery, Alabama, with CNL Income Fund VII, Ltd., also a Florida limited
     partnership and affiliate of the general partners, as tenants-in-common.

                                       29
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

5.   Investment in Joint Ventures - Continued:
     ----------------------------------------

     CNL Restaurant Investments II and CNL Restaurant Investments III each own
     and lease six properties to an operator of national fast-food restaurants
     and Ashland Joint Venture owns and leases one property to an operator of
     national fast-food restaurants.  The Partnership and affiliates, as
     tenants-in-common own, and lease three properties to operators of national
     family-style restaurants.  The following presents the joint ventures'
     combined, condensed financial information at December 31:

<TABLE>
<CAPTION>
                                                                1999                  1998
                                                            ------------          ------------
           <S>                                              <C>                   <C>
           Land and buildings on operating
            leases, less accumulated
            depreciation                                    $ 14,054,203          $ 12,253,332
           Net investment in direct
            financing leases                                   1,910,711               991,524
           Cash                                                  122,661                 1,196
           Receivables                                            53,584                23,283
           Prepaid expenses                                       22,155                24,790
           Accrued rental income                                  67,411                36,855
           Liabilities                                           116,326                 1,641
           Partners' capital                                  16,114,399            13,329,339
           Revenues                                            1,626,728             1,576,778
           Net income                                          1,256,254             1,208,451
</TABLE>

     The Partnership recognized income totaling $606,337, $596,166, and $537,853
     for the years ended December 31, 1999, 1998, and 1997, respectively, from
     these joint ventures.

6.   Allocations and Distributions:
     -----------------------------

     Generally, all net income and net losses of the Partnership, excluding
     gains and losses from the sale of properties, are allocated 99 percent to
     the limited partners and one percent to the general partners.
     Distributions of net cash flow are made 99 percent to the limited partners
     and one percent to the general partners; provided, however, that the one
     percent of net cash flow to be distributed to the general partners is
     subordinated to receipt by the limited partners of an aggregate, ten
     percent, cumulative, noncompounded annual return on their adjusted capital
     contributions (the "10% Preferred Return").

                                       30
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

6.   Allocations and Distributions - Continued:
     -----------------------------------------

     Generally, net sales proceeds from the sale of properties, not in
     liquidation of the Partnership, to the extent distributed, will be
     distributed first to the limited partners in an amount sufficient to
     provide them with their 10% Preferred Return, plus the return of their
     adjusted capital contributions.  The general partners will then receive, to
     the extent previously subordinated and unpaid, a one percent interest in
     all prior distributions of net cash flow and a return of their capital
     contributions.  Any remaining sales proceeds will be distributed 95 percent
     to the limited partners and five percent to the general partners.  Any gain
     from the sale of a property, not in liquidation of the Partnership, is, in
     general, allocated in the same manner as net sales proceeds are
     distributable.  Any loss from the sale of a property is, allocated first,
     on a pro rata basis, to partners with positive balances in their capital
     accounts; and thereafter, 95 percent to the limited partners and five
     percent to the general partners.

     Generally, net sales proceeds from a liquidating sale of properties, will
     be used in the following order:  (i) first to pay and discharge all of the
     Partnership's liabilities to creditors, (ii) second, to establish reserves
     that may be deemed necessary for any anticipated or unforeseen liabilities
     or obligations of the Partnership, (iii) third, to pay all of the
     Partnership's liabilities, if any, to the general and limited partners,
     (iv) fourth, after allocations of net income, gains and/or losses, to
     distribute to the partners with positive capital accounts balances, in
     proportion to such balances, up to amounts sufficient to reduce such
     positive balances to zero, and (v) thereafter, any funds remaining shall
     then be distributed 95 percent to the limited partners and five percent to
     the general partners.

     During the years ended December 31, 1999, 1998, and 1997, the Partnership
     declared distributions to the limited partners of $3,150,004, $3,220,004,
     and $3,150,004, respectively.  No distributions have been made to the
     general partners to date.

                                       31
<PAGE>

                            CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

7.   Income Taxes:
     ------------

     The following is a reconciliation of net income for financial reporting
     purposes to net income for federal income tax purposes for the years ended
     December 31:

<TABLE>
<CAPTION>
                                                                 1999              1998             1997
                                                              -----------      -----------      -----------
   <S>                                                        <C>              <C>              <C>
   Net income for financial reporting purposes                $ 2,385,067      $ 2,286,698      $ 2,937,632

   Depreciation for tax reporting purposes in
     excess of depreciation for financial
     reporting purposes                                           (44,433)         (97,473)        (116,620)

   Direct financing leases recorded as operating
     leases for tax reporting purposes                             62,969           92,647          121,311

   Gain on sale of land and buildings for
     financial reporting purposes in excess
     of gain for tax reporting purposes                           (63,807)              --         (195,820)

   Equity in earnings of joint ventures for
     tax reporting purposes in excess of
     equity in earnings of joint ventures for
     financial reporting purposes                                  62,547            8,256           36,745

   Capitalization of transaction costs for
     tax reporting purposes                                       181,109           19,041               --

   Accrued rental income                                          (26,847)         209,852          (70,837)

   Rents paid in advance                                          (33,374)         (44,149)          13,255

   Allowance for loss on building and
     investment in direct financing leases                             --          314,775               --

   Allowance for doubtful accounts                               (150,154)          97,736           79,333
                                                              -----------      -----------      -----------

   Net income for federal income tax purposes                 $ 2,373,077      $ 2,887,383      $ 2,804,999
                                                              ===========      ===========      ===========
</TABLE>

                                       32
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

8.   Related Party Transactions:
     --------------------------

     One of the individual general partners, James M. Seneff, Jr., is one of the
     principal shareholders of CNL Holdings, Inc.  The other individual general
     partner, Robert A. Bourne, serves as President and Treasurer of CNL
     Financial Group, Inc., a wholly owned subsidiary of CNL Holdings, Inc., CNL
     Fund Advisors, Inc. (the "Advisor") was a majority owned subsidiary of CNL
     Financial Group, Inc. until it merged with CNL American Properties Fund,
     Inc. ("APF"), effective September 1, 1999.  The individual general partners
     are stockholders and directors of APF.

     The Advisor provides certain services relating to management of the
     Partnership and its properties pursuant to a management agreement with the
     Partnership.  In connection therewith, the Partnership agreed to pay the
     Advisor an annual, noncumulative, subordinated management fee of one
     percent of the sum of gross revenues from properties wholly owned by the
     Partnership and the Partnership's allocable share of gross revenues from
     joint ventures, but not in excess of competitive fees for comparable
     services.  These fees are incurred and are payable only after the limited
     partners receive their 10% Preferred Return.  Due to the fact that these
     fees are noncumulative, if the limited partners have not received their 10%
     Preferred Return in any particular year, no management fees will be due or
     payable for such year.  As a result of such threshold no management fees
     were incurred during the years ended December 31, 1999, 1998, and 1997.

     The Advisor is also entitled to receive a deferred, subordinated real
     estate disposition fee, payable upon the sale of one or more properties
     based on the lesser of one-half of a competitive real estate commission or
     three percent of the sales price if the Advisor provides a substantial
     amount of services in connection with the sale.  However, if the net sales
     proceeds are reinvested in a replacement property, no such real estate
     disposition fees will be incurred until such replacement property is sold
     and the net sales proceeds are distributed.  The payment of the real estate
     disposition fee is subordinated to receipt by the limited partners of their
     aggregate 10% Preferred Return, plus their adjusted capital contributions.
     No deferred, subordinated real estate disposition fees have been incurred
     since inception.

                                       33
<PAGE>

                            CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

8.   Related Party Transactions - Continued:
     --------------------------------------

     During the years ended December 31, 1999, 1998, and 1997, the Advisor and
     its affiliate provided accounting and administrative services to the
     Partnership on a day-to-day basis including services relating to the
     proposed and terminated merger as described in Note 10.  The Partnership
     incurred $116,167, $94,808 and $79,234 for the years ended December 31,
     1999, 1998, and 1997, respectively, for such services.

     The due to related parties at December 31, 1999 and 1998, totaled $62,066
     and $24,187, respectively.

9.   Concentration of Credit Risk:
     ----------------------------

     The following schedule presents total rental and earned income from
     individual lessees, each representing more than ten percent of the
     Partnership's total rental and earned income (including the Partnership's
     share of total rental and earned income from joint ventures and properties
     held as tenants-in-common with affiliate) for each of the years ended
     December 31:

<TABLE>
<CAPTION>
                                                     1999               1998               1997
                                                   ---------          ---------          ---------
       <S>                                         <C>                <C>                <C>
       Burger King Corp.                           $ 648,960          $ 647,953          $ 649,445
       Golden Corral Corp.                           486,531            360,555            337,337
       Flagstar Enterprises, Inc.                    365,630            367,211            436,312
       Carrols Corp.                                 328,051            388,121            440,057
       Shoney's, Inc.                                    N/A            557,000            556,700
</TABLE>

     In addition, the following schedule presents total rental and earned income
     from individual restaurant chains, each representing more than ten percent
     of the Partnership's total rental and earned income (including the
     Partnership's share of total rental and earned income from joint ventures
     and properties held as tenants-in-common with affiliate) for each of the
     years ended December 31:

<TABLE>
<CAPTION>
                                                    1999                 1998                 1997
                                                -----------          -----------          -----------
       <S>                                      <C>                  <C>                  <C>
       Burger King                              $ 1,086,287          $ 1,143,522          $ 1,249,715
       Shoney's                                     659,426              805,729              808,675
       Golden Corral Family
         Steakhouse Restaurant                      486,531              360,555              337,337
       Hardee's                                     436,081              438,324              436,312
</TABLE>

                                       34
<PAGE>

                            CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   -----------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

9.   Concentration of Credit Risk - Continued:
     ----------------------------------------

     The information denoted by N/A indicates that for each period presented,
     the tenant and the chains did not represent more than ten percent of the
     Partnership's total rental and earned income.

     Although the Partnership's properties are geographically diverse throughout
     the United States and the Partnership's lessees operate a variety of
     restaurant concepts, default by any one of these lessees or restaurant
     chains could significantly impact the results of operations of the
     Partnership if the Partnership is not able to re-lease the properties in a
     timely manner.

10.  Commitments and Contingencies:
     -----------------------------

     On March 11, 1999, the Partnership entered into an Agreement and Plan of
     Merger with APF, pursuant to which the Partnership would be merged with and
     into a subsidiary of APF.  Under the Agreement and Plan of Merger, APF was
     to issue shares of its common stock as consideration for the Merger.  On
     March 1, 2000, the General Partners and APF announced that they had
     mutually agreed to terminate the Agreement and Plan of Merger.  The
     agreement to terminate the Agreement and Plan of Merger was based, in large
     part, on the General Partners' concern that, in light of market conditions
     relating to publicly traded real estate investment trusts, the value of the
     transaction had diminished.  As a result of such diminishment, the General
     Partners' ability to unequivocally recommend voting for the transaction, in
     the exercise of their fiduciary duties, had become questionable.

                                       35
<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     None.

                                   PART III

Item 10. Directors and Executive Officers of the Registrant

     The General Partners of the Registrant are James M. Seneff, Jr., Robert A.
Bourne and CNL Realty Corporation, a Florida corporation.  The General Partners
manage and control the Partnership's affairs and have general responsibility and
the ultimate authority in all matters affecting the Partnership's business.  The
Partnership has available to it the services, personnel and experience of CNL
Fund Advisors, Inc., CNL Financial Group, Inc. and their affiliates, all of
which are affiliates of the General Partners.

     James M. Seneff, Jr., age 53,  Since 1971, Mr. Seneff has been active in
the acquisition, development, and management of real estate projects and,
directly or through an affiliated entity, has served as a general partner or co-
venturer in over 100 real estate ventures.  These ventures have involved the
financing, acquisition, construction, and leasing of restaurants, office
buildings, apartment complexes, hotels, and other real estate.  Mr. Seneff is a
principal stockholder of CNL Holdings, Inc., the parent company of CNL Financial
Group, Inc. (formerly CNL Group, Inc.), a diversified real estate company, and
has served as a director, Chairman of the Board and Chief Executive Officer of
CNL Financial Group, Inc. since its formation in 1980.  Mr. Seneff has served as
a director and Chairman of the Board since inception in 1994, and served as
Chief Executive Officer from 1994 through August 1999, of CNL American
Properties Fund, Inc., a public, unlisted real estate investment trust.  He also
served as a director, Chairman of the Board and Chief Executive Officer of CNL
Fund Advisors, Inc., the advisor to CNL American Properties Fund, Inc. until it
merged with the company in September 1999.  In addition, he serves as a
director, Chairman of the Board and Chief Executive Officer of CNL Health Care
Properties, Inc., as well as CNL Health Care Corp., the advisor to the company.
He also serves as director, Chairman of the Board and Chief Executive Officer of
CNL Hospitality Properties, Inc., a public, unlisted real estate investment
trust, as well as CNL Hospitality Corp., its advisor.  Since 1992, Mr. Seneff
has served as Chairman of the Board and Chief Executive Officer of Commercial
Net Lease Realty, Inc., a public real estate investment trust that is listed on
the New York Stock Exchange. Mr. Seneff has also served as a director, Chairman
of the Board and Chief Executive Officer of the following affiliated companies
since formation: CNL Securities Corp., since 1979; CNL Investment Company, since
1990; and CNL Institutional Advisors, a registered investment advisor for
pension plans, since 1990.  Mr. Seneff formerly served as a director of First
Union National Bank of Florida, N.A., and currently serves as the Chairman of
the Board of CNLBank.  Mr. Seneff served on the Florida State Commission on
Ethics and is a former member and past Chairman of the State of Florida
Investment Advisory Council, which recommends to the Florida Board of
Administration investments for various Florida employee retirement funds.  The
Florida Board of Administration is Florida's principal investment advisory and
money management agency and oversees the investment of more than $60 billion of
retirement funds.  Mr. Seneff received his degree in Business Administration
from Florida State University in 1968.

     Robert A. Bourne, age 52, Since joining CNL Securities Corp. in 1979, Mr.
Bourne has participated as a general partner or co-venturer in over 100 real
estate ventures involved in the financing, acquisition, construction, and
leasing of restaurants, office buildings, apartment complexes, hotels, and other
real estate. Mr. Bourne is the President and Treasurer of CNL Financial Group,
Inc. (formerly CNL Group, Inc.). Mr. Bourne has served as a director since
inception in 1994, President from 1994 through February 1999, Treasurer from
February 1999 through August 1999, and Vice Chairman of the Board since February
1999 of CNL American Properties Fund, Inc., a public, unlisted real estate
investment trust. He also served in the following positions for CNL Fund
Advisors, Inc., the advisor to CNL American Properties Fund, Inc. prior to its
merger with CNL American Properties Fund, Inc.: director from 1994 through
August 1999, Treasurer from July 1998 through August 1999, President from 1994
through September 1997, and Vice Chairman of the Board from September 1997
through August 1999. Mr. Bourne is a director and President of CNL Health Care
Properties, Inc., as well as a director and President of CNL Health Care Corp.,
the advisor to the company. He is also a director, Vice Chairman of the Board
and President of CNL Hospitality Properties, Inc., a

                                       36
<PAGE>

public, unlisted real estate investment trust, as well as CNL Hospitality Corp.,
its advisor. Mr. Bourne also serves as a director of CNLBank. He has served as a
director since 1992, Vice Chairman of the Board since February 1996, Secretary
and Treasurer from February 1996 through 1997, and President from July 1992
through February 1996, of Commercial Net Lease Realty Inc., a public real estate
investment trust listed on the New York Stock Exchange. Mr. Bourne holds the
following positions for these affiliates of CNL Financial Group, Inc.: director,
President and Treasurer of CNL Investment Company; director, President,
Treasurer, and Registered Principal of CNL Securities Corp., a subsidiary of CNL
Investment Company and director, President, Treasurer, and Chief Investment
Officer of CNL Institutional Advisors, Inc., a registered investment advisor for
pension plans. Mr. Bourne began his career as a certified public accountant
employed by Coopers & Lybrand, Certified Public Accountants, from 1971 through
1978, where he attained the position of tax manager in 1975. Mr. Bourne
graduated from Florida State University in 1970 where he received a B.A. in
Accounting, with honors.

     CNL Realty Corporation is a corporation organized on November 26, 1985,
under the laws of the State of Florida.  Its sole directors and shareholders are
James M. Seneff, Jr. and Robert A. Bourne, the individual General Partners.  CNL
Realty Corporation was organized to serve as the corporate general partner of
real estate limited partnerships, such as the Partnership, organized by one or
both of the individual General Partners.  CNL Realty Corporation currently
serves as the corporate general partner of the CNL Income Fund Partnerships.

     CNL Fund Advisors, Inc. provides certain management services in connection
with the Partnership and its Properties.  CNL Fund Advisors, Inc. is a
corporation organized in 1994 under the laws of the State of Florida, and its
principal office is located at 450 South Orange Avenue, Orlando, Florida 32801.
CNL Fund Advisors, Inc. was a majority owned subsidiary of CNL Financial Group,
Inc., until its merger effective September 1, 1999.  On September 1, 1999, CNL
American Properties Fund, Inc. acquired CNL Fund Advisors, Inc. and was
organized to perform property acquisition, property management and other
services.

     CNL Financial Group, Inc., which was the parent company of CNL Fund
Advisors, Inc. through August 1999, was organized in 1980 under the laws of the
State of Florida.  CNL Financial Group, Inc. is a diversified real estate
company which provides a wide range of real estate, development and financial
services to companies in the United States through the activities of its
subsidiaries.  These activities are primarily focused on the franchised
restaurant and hospitality industries.  James M. Seneff, Jr., an individual
General Partner of the Partnership, is the Chairman of the Board, Chief
Executive Officer, and a director of CNL Financial Group, Inc.  Mr. Seneff and
his wife own all of the outstanding shares of CNL Holdings, Inc., the Parent
company of CNL Financial Group, Inc.

     The following persons serve as operating officers of CNL Financial Group,
Inc. or its affiliates or subsidiaries in the discretion of the Boards of
Directors of those companies, but, except as specifically indicated, do not
serve as members of the Boards of Directors of those entities.  The Boards of
Directors have the responsibility for creating and implementing the policies of
CNL Financial Group, Inc. and its affiliated companies.

     Curtis B. McWilliams, age 44, joined CNL Financial Group, Inc. in April
1997 and served as an Executive Vice President through August 1999.  He serves
as Chief Executive Officer of CNL American Properties Fund, Inc. and CNL Fund
Advisors, Inc.  In addition, Mr. McWilliams served as President of CNL Fund
Advisors, Inc. and as President of the Restaurant and Financial Services Groups
within CNL Financial Group, Inc. through August 1999.  Mr. McWilliams served as
President of CNL American Properties Fund, Inc. from February 1999 through
August 1999 and previously served as Executive Vice President from February 1998
through February 1999.  From September 1983 through March 1997, Mr. McWilliams
was employed by Merrill Lynch & Co., most recently as Chairman of Merrill
Lynch's Private Advisory Services until March 1997.  Mr. McWilliams received a
B.S.E. in Chemical Engineering from Princeton University in 1977 and a Masters
of Business Administration with a concentration in finance from the University
of Chicago in 1983.

     John T. Walker, age 41, serves as President and Chief Operating Officer of
CNL American Properties Fund, Inc. and CNL Fund Advisors, Inc.  He served as
Executive Vice President of CNL American Properties Fund, Inc. from January 1996
through August 1999, as Chief Operating Officer since March 1995 through August
1999, and previously served as Senior Vice President from December 1994 through
August 1999.  In addition, Mr. Walker has served as Executive Vice President of
CNL Fund Advisors, Inc. since January 1996 through August 1999, Chief Operating
Officer from April 1995 through August 1999, and previously served as Senior
Vice President from November 1994 through January 1996.  In addition, Mr. Walker
previously served as Executive Vice President of CNL Hospitality Properties,
Inc. and CNL Hospitality Advisors, Inc.  As of September 1, 1999, Mr. Walker
serves as

                                       37
<PAGE>

President for CNL American Properties Fund, Inc. From May 1992 to May 1994, Mr.
Walker, a certified public accountant, was Executive Vice President for Finance
and Administration and Chief Financial Officer of Z Music, Inc., a cable
television network (subsequently acquired by Gaylord Entertainment), where he
was responsible for overall financial and administrative management and
planning. From January 1990 through April 1992, Mr. Walker was Chief Financial
Officer of the First Baptist Church in Orlando, Florida. From April 1984 through
December 1989, he was a partner in the accounting firm of Chastang, Ferrell &
Walker, P.A., where he was the partner in charge of audit and consulting
services, and from 1981 to 1984, Mr. Walker was a Senior Consultant/Audit Senior
at Price Waterhouse. Mr. Walker is a Cum Laude graduate of Wake Forest
University with a B.S. in Accountancy and is a certified public accountant.

     Lynn E. Rose, age 51,  Ms. Rose served as Secretary of CNL American
Properties Fund, Inc., a public, unlisted real estate investment trust, from
1994 through August 1999, and served as Treasurer from 1994 through February
1999.  She also served as Treasurer of CNL Fund Advisors, Inc., from 1994
through July 1998, and served as Secretary and a director from 1994 through
August 1999, at which point it merged with CNL American Properties Fund, Inc.
In addition, she is Secretary and Treasurer of CNL Health Care Properties, Inc.,
and serves as Secretary of its subsidiaries.  In addition, she serves as
Secretary, Treasurer and a director of CNL Health Care Corp., the advisor to
the company.  Ms. Rose also serves as Secretary and Treasurer of CNL Hospitality
Properties, Inc., a public, unlisted real estate investment trust, as Secretary,
Treasurer and a director of CNL Hospitality Corp., its Advisor, and as Secretary
of the subsidiaries of the company.  Ms. Rose served as Secretary and Treasurer
of Commercial Net Lease Realty, Inc., a public real estate investment trust
listed on the New York Stock Exchange, from 1992 to February 1996, and as
Secretary and a director of CNL Realty Advisors, Inc., its advisor, from its
inception in 1991 through 1997.  She also served as Treasurer of CNL Realty
Advisors, Inc. from 1991 through February 1996.  Ms. Rose, a certified public
accountant, has served as Secretary of CNL Financial Group, Inc. (formerly CNL
Group, Inc.) since 1987, served as Controller from 1987 to 1993 and has served
as Chief Financial Officer since 1993.  She also serves as Secretary of the
subsidiaries of CNL Financial Group, Inc. and holds various other offices in the
subsidiaries.  In addition, she serves as Secretary for approximately 50
additional corporations affiliated with CNL Financial Group, Inc. and its
subsidiaries.  Ms. Rose oversees the tax and legal compliance for over 375
corporations, partnerships and joint ventures, and the accounting and financial
reporting for over 200 entities.  Prior to joining CNL, Ms. Rose was a partner
with Robert A. Bourne in the accounting firm of Bourne & Rose, P.A., Certified
Public Accountants.  Ms. Rose holds a B.A. in Sociology from the University of
Central Florida.  She was licensed as a certified public accountant in 1979.

     Jeanne A. Wall, age 41,  Ms. Wall served as Executive Vice President of CNL
American Properties Fund, Inc., a public, unlisted real estate investment trust,
from 1994 through August 1999, and as Executive Vice President of CNL Fund
Advisors, Inc., its advisor, from 1994 through August 1999, at which point it
merged with CNL American Properties Fund, Inc. Ms. Wall also serves as Executive
Vice President of CNL Health Care Properties, Inc. and CNL Health Care Corp.,
the Advisor to the Company. Ms. Wall also serves as Executive Vice President of
CNL Hospitality Properties, Inc., a public, unlisted real estate investment
trust, and serves as Executive Vice President and a director of CNL Hospitality
Corp., its advisor. She also serves as a director for CNLBank. Ms. Wall serves
as Executive Vice President of CNL Financial Group, Inc. (formerly CNL Group,
Inc.). Ms. Wall has served as Chief Operating Officer of CNL Investment Company
and of CNL Securities Corp. since 1994 and has served as Executive Vice
President of CNL Investment Company since January 1991. In 1984, Ms. Wall joined
CNL Securities Corp. and in 1985, became Vice President. In 1987, she became a
Senior Vice President and in July 1997, became Executive Vice President of CNL
Securities Corp. In this capacity, Ms. Wall serves as national marketing and
sales director and oversees the national marketing plan for the CNL investment
programs. In addition, Ms. Wall oversees product development, communications and
investor services for programs offered through participating brokers. Ms. Wall
also served as Senior Vice President of CNL Institutional Advisors Inc., a
registered investment advisor, from 1990 to 1993. Ms. Wall served as Vice
President of Commercial Net Lease Realty, Inc., a public real estate investment
trust listed on the New York Stock Exchange, from 1992 through 1997, and served
as Vice President of CNL Realty Advisors, Inc. from its inception in 1991
through 1997. Ms. Wall currently serves as a trustee on the Board of the
Investment Program Association, is a member of the Corporate Advisory Council
for the International Association for Financial Planning and is a member of IWF,
International Women's Forum. In addition, she previously served on the Direct
Participation Program committee for the National Association of Securities
Dealers, Inc. Ms. Wall holds a B.A. in Business Administration from Linfield
College and is a registered principal of CNL Securities Corp.

     Steven D. Shackelford, age 36, a certified public accountant, serves as
Senior Vice President, Chief Financial Officer, and Secretary of CNL American
Properties Fund, Inc. and CNL Fund Advisors, Inc.  He served as Chief Financial
Officer of CNL American Properties Fund, Inc. from January 1997 and as Chief
Financial Officer of CNL

                                       38
<PAGE>

Fund Advisors, Inc. since September 1996 through August 1999. From March 1995 to
July 1996, Mr. Shackelford was a senior manager in the national office of Price
Waterhouse where he was responsible for advising foreign clients seeking to
raise capital and a public listing in the United States. From August 1992 to
March 1995, he served as a manager in the Price Waterhouse, Paris, France office
serving several multinational clients. Mr. Shackelford was an audit staff and
audit senior from 1986 to 1992 in the Orlando, Florida office of Price
Waterhouse. Mr. Shackelford received a B.A. in Accounting, with honors, and a
Masters of Business Administration from Florida State University.

Item 11.  Executive Compensation

       Other than as described in Item 13, the Partnership has not paid and does
not intend to pay any executive compensation to the General Partners or any of
their affiliates.  There are no compensatory plans or arrangements regarding
termination of employment or change of control.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

       As of March 15, 2000, no person was known to the Registrant to be a
beneficial owner of more than five percent of the Units.

       The following table sets forth, as of March 15, 2000, the beneficial
ownership interests of the General Partners in the Registrant.

<TABLE>
<CAPTION>
                  Title of Class                  Name of Partner          Percent of Class
                  --------------                  ---------------          ----------------
          <S>                                  <C>                         <C>
          General Partnership Interests        James M. Seneff, Jr.                45%
                                               Robert A. Bourne                    45%
                                               CNL Realty Corporation              10%
                                                                                  ---
                                                                                  100%
                                                                                  ===
</TABLE>

       Neither the General Partners, nor any of their affiliates, owns any
interest in the Registrant, except as noted above.

                                       39
<PAGE>

Item 13.  Certain Relationships and Related Transactions

       The table below summarizes the types, recipients, methods of computation
and amounts of compensation, fees and distributions paid or payable by the
Partnership to the General Partners and their affiliates for the year ended
December 31, 1999, exclusive of any distributions to which the General Partners
or their affiliates may be entitled by reason of their purchase and ownership of
Units.

<TABLE>
<CAPTION>
                                                                                            Amount Incurred
      Type of Compensation                                                                    For the Year
         and Recipient                        Method of Computation                    Ended December 31, 1999
--------------------------------       -------------------------------------         ------------------------------
<S>                                    <C>                                           <C>
Reimbursement to affiliates for        Operating expenses are reimbursed at          Operating expenses incurred on
operating expenses                     the lower of cost or 90 percent of            behalf of the Partnership:
                                       the prevailing rate at which                  $178,711
                                       comparable services could have been
                                       obtained in the same geographic area.         Accounting and administrative
                                       Affiliates of the General Partners            services:  $116,167
                                       from time to time incur certain
                                       operating expenses on behalf of the
                                       Partnership for which the Partnership
                                       reimburses the affiliates without
                                       interest.

Annual, subordinated manage-           One percent of the sum of gross               $-0-
ment fee to affiliates                 operating revenues from Properties
                                       wholly owned by the Partnership plus
                                       the Partnership's allocable share of
                                       gross revenues of joint ventures in
                                       which the Partnership is  a
                                       co-venturer, subordinated to certain
                                       minimum returns to the Limited
                                       Partners.  The management fee will
                                       not exceed competitive fees for
                                       comparable services.  Due to the fact
                                       that these fees are noncumulative, if
                                       the Limited Partners have not
                                       received their 10% Preferred Return
                                       in any particular year, no management
                                       fees will be due or payable for such
                                       year.

</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Amount Incurred
    Type of Compensation                                                                     For the Year
       and Recipient                           Method of Computation                    Ended December 31, 1999
---------------------------            -------------------------------------            -----------------------
<S>                                    <C>                                              <C>
Deferred, subordinated real            A deferred, subordinated real estate             $-0-
estate disposition fee                 disposition fee, payable upon sale of
payable to affiliates                  one or more Properties, in an amount
                                       equal to the lesser of (i) one-half
                                       of a competitive real estate
                                       commission, or (ii) three percent of
                                       the sales price of such Property or
                                       Properties.  Payment of such fee
                                       shall be made only if affiliates of
                                       the General Partners provide a
                                       substantial amount of services in
                                       connection with the sale of a
                                       Property or Properties and shall be
                                       subordinated to certain minimum
                                       returns to the Limited Partners.
                                       However, if the net sales proceeds
                                       are reinvested in a replacement
                                       Property, no such real estate
                                       disposition fee will be incurred
                                       until such replacement Property is
                                       sold and the net sales proceeds are
                                       distributed.

General Partners' deferred,            A deferred, subordinated share equal             $-0-
subordinated share of                  to one percent of Partnership
Partnership net cash flow              distributions of net cash flow,
                                       subordinated to certain minimum
                                       returns to the Limited Partners.

General Partners' deferred,            A deferred, subordinated share equal             $-0-
subordinated share of                  to five percent of Partnership
Partnership net sales                  distributions of such net sales
proceeds from a sale or sales          proceeds, subordinated to certain
not in liquidation of the              minimum returns to the Limited
Partnership                            Partners.
</TABLE>

                                       41
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Amount Incurred
    Type of Compensation                                                                     For the Year
       and Recipient                           Method of Computation                    Ended December 31, 1999
---------------------------            -------------------------------------            -----------------------
<S>                                    <C>                                              <C>
General Partners' share of             Distributions of net sales proceeds              $-0-
Partnership net sales                  from a sale or sales of substantially
proceeds from a sale or sales          all of the Partnership's assets will
in liquidation of the                  be distributed in the following order
Partnership                            or priority:  (i) first, to pay all
                                       debts and liabilities of the
                                       Partnership and to establish
                                       reserves; (ii) second, to Partners
                                       with positive capital account
                                       balances, determined after the
                                       allocation of net income, net loss,
                                       gain and loss, in proportion to such
                                       balances, up to amounts sufficient to
                                       reduce such balances to zero; and
                                       (iii) thereafter, 95% to the Limited
                                       Partners and 5% to the General
                                       Partners.
</TABLE>

                                       42
<PAGE>

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  The following documents are filed as part of this report.

     1.   Financial Statements

            Report of Independent Certified Public Accountants

            Balance Sheets at December 31, 1999 and 1998

            Statements of Income for the years ended December 31, 1999, 1998,
            and 1997

            Statements of Partners' Capital for the years ended December 31,
            1999, 1998, and 1997

            Statements of Cash Flows for the years ended December 31, 1999,
            1998, and 1997

            Notes to Financial Statements

     2.  Financial Statement Schedule

            Schedule II -Valuation and Qualifying Accounts for the years ended
            December 31, 1999, 1998 and 1997

            Schedule III - Real Estate and Accumulated Depreciation at December
            31, 1999

            Notes to Schedule III - Real Estate and Accumulated Depreciation at
            December 31, 1999

            All other Schedules are omitted as the required information is
            inapplicable or is presented in the financial statements or notes
            thereto.

     3.  Exhibits

            3.1  Affidavit and Certificate of Limited Partnership of CNL Income
                 Fund IX, Ltd. (Included as Exhibit 3.1 to Registration
                 Statement No. 33-35049 on Form S-11 and incorporated herein by
                 reference.)

            4.1  Affidavit and Certificate of Limited Partnership of CNL Income
                 Fund IX, Ltd. (Included as Exhibit 3.1 to Registration
                 Statement No. 33-35049 on Form S-11 and incorporated herein by
                 reference.)

            4.2  Amended and Restated Agreement of Limited Partnership of CNL
                 Income Fund IX, Ltd. (Included as Exhibit 4.6 to Post-Effective
                 Amendment No. 1 to Registration Statement No. 33-35049 on Form
                 S-11 and incorporated herein by reference.)

           10.1  Management Agreement between CNL Income Fund IX, Ltd. and CNL
                 Investment Company (Included as Exhibit 10.1 to Form 10-K filed
                 with the Securities and Exchange Commission on March 17, 1998,
                 and incorporated herein by reference.)

           10.2  Assignment of Management Agreement from CNL Investment Company
                 to CNL Income Fund Advisors, Inc. (Included as Exhibit 10.2 to
                 Form 10-K filed with the Securities and Exchange Commission on
                 March 30, 1995, and incorporated herein by reference.)

                                       43
<PAGE>

           10.3  Assignment of Management Agreement from CNL Income Fund
                 Advisors, Inc. to CNL Fund Advisors, Inc. (Included as Exhibit
                 10.3 to Form 10-K filed with the Securities and Exchange
                 Commission on April 1, 1996, and incorporated herein by
                 reference.)

            27   Financial Data Schedule (Filed herewith.)

(b)  The Registrant filed no reports on Form 8-K during the period October 1,
     1999 through December 31, 1999.

                                       44
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 23rd day of
March, 2000.

                                         CNL INCOME FUND IX, LTD.

                                         By:  CNL REALTY CORPORATION
                                              General Partner

                                              /s/ Robert A. Bourne
                                              ---------------------------
                                              ROBERT A. BOURNE, President

                                         By:  ROBERT A. BOURNE
                                              General Partner

                                              /s/ Robert A. Bourne
                                              ---------------------------
                                              ROBERT A. BOURNE

                                         By:  JAMES M. SENEFF, JR.
                                              General Partner

                                              /s/ James M. Seneff, Jr.
                                              ---------------------------
                                              JAMES M. SENEFF, JR.
<PAGE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                 Title                                Date
              ---------                                 -----                                ----
<S>                                      <C>                                             <C>
/s/ Robert A. Bourne                     President, Treasurer and Director               March 23, 2000
------------------------------------
Robert A. Bourne                         (Principal Financial and Accounting
                                         Officer)

/s/ James M. Seneff, Jr.                 Chief Executive Officer and Director            March 23, 2000
------------------------------------
James M. Seneff, Jr.                     Executive Officer)
</TABLE>
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

               SCHEDULE  II - VALUATION AND QUALIFYING ACCOUNTS
               ------------------------------------------------

                 Years Ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>
                                                      Additions                                Deductions
                                          ------------------------------------       -------------------------------
                                                                                                          Collected
                                                                                                          or Deter-
                                 Balance at       Charged to        Charged to           Deemed            mined to       Balance
                                 Beginning         Costs and          Other             Uncollec-          be Col-         at End
Year          Description         of Year          Expenses          Accounts             tible            lectible       of Year
----       ---------------       ----------       ----------       -------------     ------------         ----------     ---------
<S>        <C>                   <C>              <C>              <C>               <C>                  <C>            <C>
1997       Allowance for
              doubtful
              accounts (a)       $  28,983        $      --        $ 107,293 (b)     $  27,960 (c)        $     --       $ 108,316
                                 =========        =========        =========         =========            ========       =========

1998       Allowance for
              doubtful
              accounts (a)       $ 108,316        $      --        $ 164,929 (b)     $   1,220 (c)        $ 65,973       $ 206,052
                                 =========        =========        =========         =========            ========       =========

1999       Allowance for
              doubtful
              accounts (a)       $ 206,052        $      --        $  55,896 (b)     $ 206,052 (c)        $     --       $  55,896
                                 =========        =========        =========         =========            ========       =========
</TABLE>

      (a)     Deducted from receivables and accrued rental income on the balance
 sheet.

      (b)     Reduction of rental and other income.

      (c)     Amounts written off as uncollectible.

                                      F-1
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)
            SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
            -------------------------------------------------------
                               December 31, 1999

<TABLE>
<CAPTION>
                                                                         Costs Capitalized
                                                                           Subsequent to            Gross Amount at Which
                                                Initial Cost                Acquisition          Carried at Close of Period (c)
                                          ---------------------------   ------------------    --------------------------------------
                                  Encum-                Buildings and   Improve-  Carrying                Buildings and
                                  brances    Land      Improvements       ments    Costs        Land      Improvements    Total
                                  ------- -----------  --------------   --------  --------    ----------- -------------  -----------
<S>                               <C>     <C>          <C>              <C>        <C>        <C>         <C>            <C>
Properties the Partnership has
Invested in Under
Operating Leases:

  Burger King Restaurants:
     Shelby, North Carolina          -     $  289,663      $  554,268          -         -     $  289,663    $  554,268  $   843,931
     Maple Heights, Ohio             -        430,563         454,823          -         -        430,563       454,823      885,386
     Suwanee, Georgia                -        437,658               -          -         -        437,658            (f)     437,658
     Watertown, New York             -        360,181         529,594          -         -        360,181       529,594      889,775
     Carrboro, North Carolina        -        406,768         523,067          -         -        406,768       523,067      929,835

  Denny's Restaurants:
     Grand Prairie, Texas            -        240,876          96,580    161,889         -        240,876       258,469      499,345
     North Baltimore, Ohio           -        133,187               -          -         -        133,187            (f)     133,187

  Golden Corral Family
  Steakhouse Restaurants:
     Brownsville, Texas              -        518,605         988,611          -         -        518,605       988,611    1,507,216
     Tyler, Texas                    -        652,103         982,353          -         -        652,103       982,353    1,634,456
     Albany, Georgia                 -        564,576       1,076,633          -         -        564,576     1,076,633    1,641,209

  Hardee's Restaurants:
     Farragut, Tennessee             -        308,269         455,341          -         -        308,269       455,341      763,610
     Greenville, South Carolina      -        310,545         511,438          -         -        310,545       511,438      821,983

  Perkins Restaurants:
     Williamsville, New York (l)     -        349,299         649,528          -         -        349,299       649,528      998,827

  Shell's Seafood Restaurants:
     Copley Township, Ohio           -        361,412         552,301          -         -        361,412       552,301      913,713

  Shoney's Restaurants:
     Windcrest, Texas                -        445,983         670,370          -         -        445,983       670,370    1,116,353
     Wildwood, Florida               -        420,416               -          -         -        420,416            (f)     420,416
     Bedford, Indiana                -        262,103               -          -         -        262,103            (f)     262,103
     Grenada, Mississippi            -        335,001         454,723          -         -        335,001       454,723      789,724
     Huntsville, Alabama (g)         -        638,400         717,302          -         -        638,400       717,302    1,355,702
                                           ----------      ----------   --------       ---     ----------    ----------  -----------

                                           $7,465,608      $9,216,932   $161,889         -     $7,465,608    $9,378,821  $16,844,429
                                           ==========      ==========   ========       ===     ==========    ==========  ===========

<CAPTION>
                                                                                        Life on Which
                                                                                      Depreciation in
                                                               Date                     Latest Income
                                             Accumulated      of Con-        Date        Statement is
                                             Depreciation    struction     Acquired        Computed
                                             ------------    ---------     --------   ---------------
<S>                                          <C>             <C>           <C>        <C>
Properties the Partnership has
Invested in Under
Operating Leases:

  Burger King Restaurants:
     Shelby, North Carolina                  $   34,393        1985         05/91              (j)
     Maple Heights, Ohio                        130,050        1980         06/91              (b)
     Suwanee, Georgia                                (d)       1991         11/91              (d)
     Watertown, New York                        143,644        1986         11/91              (b)
     Carrboro, North Carolina                    32,458        1983         12/96    (i)       (j)

  Denny's Restaurants:
     Grand Prairie, Texas                        70,707        1991         08/91              (b)
     North Baltimore, Ohio                           (d)       1986         11/91              (d)

  Golden Corral Family
  Steakhouse Restaurants:
     Brownsville, Texas                         281,416        1990         06/91              (b)
     Tyler, Texas                               279,634        1990         06/91              (b)
     Albany, Georgia                             29,039        1998         03/99              (b)

  Hardee's Restaurants:
     Farragut, Tennessee                        124,917        1991         10/91              (b)
     Greenville, South Carolina                 139,747        1991         10/91              (b)

  Perkins Restaurants:
     Williamsville, New York (l)                 24,213        1986         12/91              (k)

  Shell's Seafood Restaurants:
     Copley Township, Ohio                      102,436        1991         12/91              (h)

  Shoney's Restaurants:
     Windcrest, Texas                           187,459        1991         08/91              (b)
     Wildwood, Florida                               (d)       1991         08/91              (d)
     Bedford, Indiana                                (d)       1991         08/91              (d)
     Grenada, Mississippi                       125,121        1991         09/91              (b)
     Huntsville, Alabama (g)                    197,111        1989         10/91              (b)
                                             ----------

                                             $1,902,345
                                             ==========
</TABLE>

                                      F-2
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)
            SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
            -------------------------------------------------------
                               December 31, 1999

<TABLE>
<CAPTION>                                                                   Costs Capitalized
                                                                              Subsequent to           Gross Amount at Which
                                                     Initial Cost              Acquisition        Carried at Close of Period (c)
                                              -------------------------- ----------------------  -------------------------------
                                     Encum-                Buildings and Improve-   Carrying              Buildings and
                                     brances   Land        Improvements  ments      Costs       Land      Improvements    Total
                                     ------- ------------  ------------- -------    ---------  ---------- ------------- ----------
<S>                                  <C>     <C>           <C>           <C>        <C>        <C>        <C>           <C>
Properties of Joint Venture in
  Which the Partnership has
  a 45.2% Interest and
  has Invested in Under
  Operating Leases:

  Burger King Restaurants:
     Columbus, Ohio                     -    $    345,696  $   651,985          -           -  $  345,696  $   651,985  $  997,681
     San Antonio, Texas                 -         350,479      623,615          -           -     350,479      623,615     974,094
     Pontiac, Michigan                  -         277,192      982,200          -           -     277,192      982,200   1,259,392
     Raceland, Louisiana                -         174,019      986,879          -           -     174,019      986,879   1,160,898
     New Castle, Indiana                -         264,239      662,265          -           -     264,239      662,265     926,504
     Hastings, Minnesota                -         155,553      657,159          -           -     155,553      657,159     812,712
                                             ------------  -----------    -------    --------  ----------  -----------  ----------

                                             $  1,567,178  $ 4,564,103          -           -  $1,567,178  $ 4,564,103  $6,131,281
                                             ============  ===========    =======    ========  ==========  ===========  ==========

Properties of Joint Venture in
  Which the Partnership has
  a 50% Interest and has
  Invested in Under
  Operating Leases:

Burger King Restaurants:
     Greensboro, North Carolina         -    $    338,800  $   650,109          -           -  $  338,800  $   650,109  $  988,909
     Metairie, Louisiana                -         429,883      342,455          -           -     429,883      342,455     772,338
     Lafayette, Louisiana               -         350,932      773,129          -           -     350,932      773,129   1,124,061
     Nashua, New Hampshire              -         514,815      838,536          -           -     514,815      838,536   1,353,351
     Pontiac, Illinois                  -         203,095      719,226          -           -     203,095      719,226     922,321
     Dover, New Hampshire               -         406,259      998,023          -           -     406,259      998,023   1,404,282
                                             ------------  -----------     ------     -------  ----------  -----------  ----------

                                             $  2,243,784  $ 4,321,478          -           -  $2,243,784  $ 4,321,478  $6,565,262
                                             ============  ===========     ======     =======  ==========  ===========  ==========

Property of Joint Venture in Which
  the Parntership has a 27.33%
  Interest and has Invested in
  Under Operating Lease:

  Burger King Restaurant
     Ashland,  New Hampshire            -    $    293,478  $   997,104          -           -  $  293,478  $  997,104   $1,290,582
                                             ============  ===========   ========    ========  ==========  ===========  ==========

<CAPTION>
                                                                                         Life on Which
                                                                                         Depreciation in
                                                           Date                           Latest Income
                                         Accumulated       of Con-        Date             Statement is
                                        Depreciation      struction     Acquired             Computed
                                        ---------------   ----------   -----------      -------------------
<S>                                     <C>               <C>          <C>              <C>
Properties of Joint Venture in
  Which the Partnership has
  a 45.2% Interest and
  has Invested in Under
  Operating Leases:

  Burger King Restaurants:
     Columbus, Ohio                            179,579       1986        09/91                    (b)
     San Antonio, Texas                        171,764       1986        09/91                    (b)
     Pontiac, Michigan                         270,531       1987        09/91                    (b)
     Raceland, Louisiana                       271,820       1988        09/91                    (b)
     New Castle, Indiana                       182,410       1988        09/91                    (b)
     Hastings, Minnesota                $      181,003       1990        09/91                    (b)
                                        --------------

                                        $    1,257,107
                                        ==============

Properties of Joint Venture in
  Which the Partnership has
  a 50% Interest and has
  Invested in Under
  Operating Leases:

Burger King Restaurants:
     Greensboro, North Carolina         $      168,138       1990        03/92                    (b)
     Metairie, Louisiana                        88,569       1990        03/92                    (b)
     Lafayette, Louisiana                      199,954       1989        03/92                    (b)
     Nashua, New Hampshire                     216,871       1987        03/92                    (b)
     Pontiac, Illinois                         186,013       1988        03/92                    (b)
     Dover, New Hampshire                      258,118       1987        03/92                    (b)
                                        --------------

                                        $    1,117,663
                                        ==============

Property of Joint Venture in Which
  the Parntership has a 27.33%
  Interest and has Invested in
  Under Operating Lease:

  Burger King Restaurant
     Ashland,  New Hampshire            $      241,036       1987        10/92                    (b)
                                        ==============
</TABLE>

                                       F-3
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)
            SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
            -------------------------------------------------------
                               December 31, 1999


<TABLE>
<CAPTION>
                                                                                                Costs Capitalized
                                                                                                  Subsequent to
                                                                 Initial Cost                      Acquisition
                                                          ------------------------------   -----------------------------
                                             Encum-                      Buildings and        Improve-        Carrying
                                             brances           Land      Improvements           ments           Costs
                                        ---------------   ------------ -----------------   ---------------  ------------
<S>                                     <C>               <C>          <C>                 <C>              <C>
Property in Which the
     Partnership has a 67%
     Interest as Tenants-in-
     Common and has
     Invested in Under
     Operating Lease:

     IHOP Restaurant:
       Englewood Colorado                        -           $552,590             -                    -                -
                                                             ========      ========             ========         ========

Property in Which the Partnership
     has a 25% Interest as
     Tenants -in-Common and has
     Invested in Under an Operating
     Lease:
       IHOP Restaurant:
          Dublin, California                     -           $670,899      $879,237                    -                -
                                                             ========      ========             ========         ========

Property in Which the Partnership
     has a 29% Interest as
     Tenants -in-Common and has
     Invested in Under an Operating
     Lease:
       IHOP Restaurant:
         Montgomery, Alabama                     -           $584,126             -                    -                -
                                                             ========      ========             ========         ========


<CAPTION>
                                                         Gross Amount at Which
                                                      Carried at Close of Period (c)                                      Date
                                         -----------------------------------------------------
                                                             Buildings and                            Accumulated        of Con-
                                             Land            Improvements           Total             Depreciation       struction
                                         ------------   ---------------------     ------------    -------------------- -------------
<S>                                      <C>            <C>                       <C>             <C>                  <C>
Property in Which the
     Partnership has a 67%
     Interest as Tenants-in-
     Common and has
     Invested in Under
     Operating Lease:

     IHOP Restaurant:
       Englewood Colorado                    $552,590             (f)             $  552,590                  (d)           1996
                                             ========                             ==========

Property in Which the Partnership
     has a 25% Interest as
     Tenants -in-Common and has
     Invested in Under an Operating
     Lease:
       IHOP Restaurant:
          Dublin, California                 $670,899       $879,237              $1,550,136              $3,968            1998
                                             ========       ========              ==========              ======

Property in Which the Partnership
     has a 29% Interest as
     Tenants -in-Common and has
     Invested in Under an Operating
     Lease:
       IHOP Restaurant:
         Montgomery, Alabama                 $584,126             (f)             $  584,126                  (d)           1998
                                             ========                             ==========


<CAPTION>

                                                                        Life on Which
                                                                        Depreciation in
                                                                        Latest Income
                                                  Date                   Statement is
                                                Acquired                  Computed
                                          ------------------        -----------------------
<S>                                       <C>                       <C>
Property in Which the
     Partnership has a 67%
     Interest as Tenants-in-
     Common and has
     Invested in Under
     Operating Lease:

     IHOP Restaurant:                        07/97                            (d)
       Englewood Colorado


Property in Which the Partnership
     has a 25% Interest as
     Tenants -in-Common and has
     Invested in Under an Operating
     Lease:
       IHOP Restaurant:
          Dublin, California                 11/99                            (b)


Property in Which the Partnership
     has a 29% Interest as
     Tenants -in-Common and has
     Invested in Under an Operating
     Lease:
       IHOP Restaurant:
         Montgomery, Alabama                 11/99                            (d)
</TABLE>

                                      F-4
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)
            SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
            -------------------------------------------------------
                               December 31, 1999

<TABLE>
<CAPTION>
                                                                                           Costs Capitalized
                                                                                             Subsequent to
                                                                 Initial Cost                 Acquisition
                                                       -----------------------------  --------------------------
                                          Encum-                      Buildings and     Improve-      Carrying
                                          brances         Land         Improvements      ments          Costs
                                        ------------   -----------   ---------------  ------------  ------------
<S>                                     <C>            <C>           <C>              <C>           <C>
Properties the Partnership has
   Invested in Under Direct
   Financing Leases:
      Burger King Restaurants:
         Suwanee, Georgia                    -                  -         $  330,541             -             -

      Denny's Restaurants:
         Alliance, Ohio                      -             92,120                  -       490,706             -
         Bluffton, Ohio                      -            150,380            538,173             -             -
         N. Baltimore, Ohio                  -                  -            308,155             -             -

      Hardee's Restaurants:
         Millbrook, Alabama                  -            125,703            541,865             -             -
         Greenville, Tennessee               -            127,449            402,926             -             -
         Wooster, Ohio                       -            137,427            537,227             -             -
         Auburn, Alabama                     -             85,890            364,269             -             -

      Shoney's Restaurants:
         Wildwood, Florida                   -                  -            846,903             -             -
         Bedford, Indiana                    -                  -            540,604             -             -
                                                       -----------   ---------------  ------------   -----------
                                                         $718,969         $4,410,663      $490,706             -
                                                       ===========   ===============  ============   ===========

<CAPTION>
                                                           Gross Amount at Which
                                                       Carried at Close of Period (c)
                                             ---------------------------------------------------
                                                                                                                        Date
                                                            Buildings and                            Accumulated       of Con-
                                                Land         Improvements            Total           Depreciation      struction
                                             ----------   -----------------   ------------------   ----------------   ----------
<S>                                          <C>          <C>                 <C>                  <C>                <C>
Properties the Partnership has
   Invested in Under Direct
   Financing Leases:
      Burger King Restaurants:
         Suwanee, Georgia                           -                  (f)                  (f)                (d)        1991

      Denny's Restaurants:
         Alliance, Ohio                            (f)                 (f)                  (f)                (e)        1992
         Bluffton, Ohio                            (f)                 (f)                  (f)                (e)        1986
         N. Baltimore, Ohio                         -                  (f)                  (f)                (d)        1986

      Hardee's Restaurants:
         Millbrook, Alabama                        (f)                 (f)                  (f)                (e)        1991
         Greenville, Tennessee                     (f)                 (f)                  (f)                (e)        1991
         Wooster, Ohio                             (f)                 (f)                  (f)                (e)        1991
         Auburn, Alabama                           (f)                 (f)                  (f)                (e)        1991

      Shoney's Restaurants:
         Wildwood, Florida                          -                  (f)                  (f)                (d)        1991
         Bedford, Indiana                           -                  (f)                  (f)                (d)        1991

<CAPTION>
                                                         Life on Which
                                                        Depreciation in
                                                         Latest Income
                                           Date           Statement is
                                          Acquired          Computed
                                        -----------    ------------------
<S>                                     <C>            <C>
Properties the Partnership has
   Invested in Under Direct
   Financing Leases:
      Burger King Restaurants:
         Suwanee, Georgia                  11/91               (d)

      Denny's Restaurants:
         Alliance, Ohio                    10/91               (e)
         Bluffton, Ohio                    10/91               (e)
         N. Baltimore, Ohio                11/91               (d)

      Hardee's Restaurants:
         Millbrook, Alabama                10/91               (e)
         Greenville, Tennessee             10/91               (e)
         Wooster, Ohio                     10/91               (e)
         Auburn, Alabama                   10/91               (e)

      Shoney's Restaurants:
         Wildwood, Florida                 08/91               (d)
         Bedford, Indiana                  08/91               (d)
</TABLE>

                                      F-5
<PAGE>

                           CNL INCOME FUND IX, LTD.

                        (A Florida Limited Partnership)

            SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
            -------------------------------------------------------

                               December 31, 1999

<TABLE>
<CAPTION>
                                                                        Costs Capitalized
                                                                          Subsequent to             Gross Amount at Which
                                                      Initial Cost          Acquisition          Carried at Close of Period (c)
                                                 ---------------------  ------------------     ---------------------------------
                                         Encum-          Buildings and  Improve-  Carrying             Buildings and
                                         brances  Land    Improvements   ments      Costs      Land     Improvements      Total
                                         ------- ------  -------------  --------  --------     ----    -------------     -------
<S>                                      <C>     <C>     <C>            <C>       <C>          <C>     <C>               <C>
Property in Which the Partnership
  has a 67% Interest as Tenants-
  in-Common and has Invested
  In Under Direct Financing Leases:

  IHOP Restaurant
     Englewood, Colorado                    -        -      $1,008,839      -         -          -            (f)           (f)
                                                 =====      ==========  =====     =====       ====

Property in Which the Partnership
  has a 29% Interest as Tenants-
  in-Common and has Invested
  In Under Direct Financing Leases:

  IHOP Restaurant
     Montgomery, Alabama                    -        -      $  933,873      -         -          -            (f)           (f)
                                                 =====      ==========  =====     =====       ====

<CAPTION>
                                                                                                    Life on Which
                                                                                                   Depreciation in
                                                                       Date                         Latest Income
                                                     Accumulated      of Con-        Date            Statement is
                                                    Depreciation     struction     Acquired            Computed
                                                    ------------     ---------     --------        ---------------
<S>                                                 <C>              <C>           <C>             <C>
Property in Which the Partnership
  has a 67% Interest as Tenants-
  in-Common and has Invested
  In Under Direct Financing Leases:

  IHOP Restaurant
     Englewood, Colorado                                 (d)            1996         07/97                 (d)


Property in Which the Partnership
  has a 29% Interest as Tenants-
  in-Common and has Invested
  In Under Direct Financing Leases:

  IHOP Restaurant
     Montgomery, Alabama                                 (d)            1998         11/99                 (d)
</TABLE>

                                      F-6
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
              ---------------------------------------------------
                                 DEPRECIATION
                                 ------------

                               December 31, 1999

(a)  Transactions in real estate and accumulated depreciation during 1999, 1998,
     and 1997, are summarized as follows:

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                                           Cost         Depreciation
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
      Properties the Partnership has Invested
        in Under Operating Leases:

           Balance, December 31, 1996                                  $ 16,043,836      $ 1,246,287
           Disposition                                                     (382,955)              --
           Depreciation expense                                                  --          251,483
                                                                       ------------      -----------

           Balance, December 31, 1997                                    15,660,881        1,497,770
           Reclassified to operating lease                                1,726,862
           Reclassified to capital lease                                   (361,010)         (52,855)
           Depreciation expense                                                  --          266,272
                                                                       ------------      -----------

           Balance, December 31, 1998                                    17,026,733        1,711,187
           Acquisition                                                    1,641,209               --
           Dispositions                                                  (1,823,513)        (125,590)
           Depreciation expense                                                  --          316,748
                                                                       ------------      -----------

      Balance, December 31, 1999                                       $ 16,844,429      $ 1,902,345
                                                                       ============      ===========

      Property of Joint Venture in Which the Partnership
        has a 45.2% Interest and has Invested in Under
        an Operating Lease:

           Balance, December 31,  1996                                 $  6,131,281      $   800,698
           Depreciation expense                                                  --          152,136
                                                                       ------------      -----------

           Balance, December 31, 1997                                     6,131,281          952,834
           Depreciation expense                                                  --          152,137
                                                                       ------------      -----------

           Balance, December, 31, 1998                                    6,131,281        1,104,971
           Depreciation expense                                                  --          152,136
                                                                       ------------      -----------

           Balance, December 31, 1999                                  $  6,131,281      $ 1,257,107
                                                                       ============      ===========
</TABLE>

                                      F-7
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
              ----------------------------------------------------
                           DEPRECIATION - CONTINUED
                           ------------------------

                               December 31, 1999

<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                   Cost           Depreciation
                                                                -----------       ------------
<S>                                                             <C>               <C>
Properties of Joint Venture in Which the Partnership
 has a 50% Interest and has Invested in Under Operating
 Leases:

  Balance, December 31, 1996                                    $ 6,565,262        $   685,516
  Depreciation expense                                                   --            144,049
                                                                -----------        -----------

  Balance, December 31, 1997                                      6,565,262            829,565
  Depreciation expense                                                   --            144,048
                                                                -----------        -----------

  Balance, December 31, 1998                                      6,565,262            973,613
  Depreciation expense                                                   --            144,050
                                                                -----------        -----------

  Balance, December 31, 1999                                    $ 6,565,262        $ 1,117,663
                                                                ===========        ===========

Property of Joint Venture in Which the
 Partnership has a 27.33% Interest and has Invested in
  Under an Operating Lease:

  Balance, December 31, 1996                                    $ 1,290,582        $   141,325
  Depreciation expense                                                   --             33,237
                                                                -----------        -----------

  Balance, December 31, 1997                                      1,290,582            174,562
  Depreciation expense                                                   --             33,237
                                                                -----------        -----------

  Balance, December 31, 1998                                      1,290,582            207,799
  Depreciation expense                                                   --             33,237
                                                                -----------        -----------

  Balance, December 31, 1999                                    $ 1,290,582        $   241,036
                                                                ===========        ===========

Property in Which the Partnership has a 67% Interest as
 Tenants-in-Common and has Invested in Under a
 Operating Lease:

  Balance, December 31, 1996                                    $        --        $        --
  Acquisition                                                       552,590                 --
  Depreciation expense (d)                                               --                 --
                                                                -----------        -----------

  Balance, December 31, 1997                                        552,590                 --
  Depreciation expense (d)                                               --                 --
                                                                -----------        -----------

  Balance, December 31, 1998                                        552,590                 --
  Depreciation expense (d)                                               --                 --
                                                                -----------        -----------

  Balance, December 31, 1999                                    $   552,590        $        --
                                                                ===========        ===========
</TABLE>

                                      F-8
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
              ----------------------------------------------------
                           DEPRECIATION - CONTINUED
                           ------------------------

                               December 31, 1999

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                          Cost           Depreciation
                                                                       -----------       ------------
       <S>                                                             <C>               <C>
       Property in Which the Partnership has a 25% Interest as
        Tenants-in-Common and has Invested in Under a
        Operating Lease:

         Balance, December 31, 1998                                    $        --            $    --
         Acquisition                                                     1,550,137                 --
         Depreciation expense                                                   --              3,968
                                                                       -----------            -------

         Balance, December 31, 1999                                    $ 1,550,137            $ 3,968
                                                                       ===========            =======

       Property in Which the Partnership has a 29% Interest as
        Tenants-in-Common and has Invested in Under an
        Operating Lease:

         Balance, December 31, 1998                                    $        --            $    --
         Acquisition                                                       584,126                 --
         Depreciation expense (d)                                               --                 --
                                                                       -----------            -------

         Balance, December 31, 1999                                    $   584,126            $    --
                                                                       ===========            =======
</TABLE>

(b)  Depreciation expense is computed for buildings and improvements based upon
     estimated lives of 30 years.

(c)  As of December 31, 1999, the aggregate cost of the Properties owned by the
     Partnership and joint ventures for federal income tax purposes was
     $22,521,545 and $18,616,692, respectively.  All of the leases are treated
     as operating leases for federal income tax purposes.

(d)  For financial reporting purposes, the portion of the lease relating to the
     building has been recorded as a direct financing lease.  The cost of the
     building has been included in net investment in direct financing leases;
     therefore, depreciation is not applicable.

(e)  For financial reporting purposes, the lease for the land and building has
     been recorded as a direct financing lease.  The cost of the land and
     building has been included in net investment in direct financing leases;
     therefore, depreciation is not applicable.

(f)  For financial reporting purposes, certain components of the lease relating
     to land and building have been recorded as a direct financing lease.
     Accordingly, costs relating to these components of this lease are not
     shown.

(g)  The Huntsville, Alabama Property contains a Shoney's restaurant and a
     Captain D's restaurant, both of which are operated by the same lessee
     pursuant to one lease agreement.

                                      F-9
<PAGE>

                           CNL INCOME FUND IX, LTD.
                        (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
              ----------------------------------------------------
                           DEPRECIATION - CONTINUED
                           ------------------------

                               December 31, 1999

(h)  Effective January 1, 1995, the lease for this Property was terminated,
     resulting in the reclassification of the building portion of the lease to
     an operating lease.  The building was recorded at net book value as of
     January 1, 1995, and will be depreciated over its remaining estimated life
     of approximately 27 years.  During 1997, the Partnership re-leased this
     Property to Shells Seafood Restaurants.

(i)  This Property was exchanged for a Burger King Property previously owned and
     located in Woodmere, Ohio, during 1996.

(j)  Effective August 1, 1998, the lease for this property was amended,
     resulting in the reclassification of the building portion of the lease to
     an operating lease.  The building was recorded at net book value as of
     August 1, 1998, and will be depreciated over its remaining estimated life
     of approximately 22 years.

(k)  Effective September 30, 1998, the lease for this property was terminated,
     resulting in the reclassification of the building portion of the lease to
     an operating lease.  The building was recorded at net book value at
     September 30, 1998, and will be depreciated over its remaining estimated
     life of approximately 23 years.

(l)  For financial reporting purposes, the undepreciated cost of the Property in
     Williamsville, New York, was written down to net realizable value due to an
     impairment in value.  The Partnership recognized the impairment by
     recording an allowance for loss on the building in the amount of $249,368
     for the year ended December 31, 1998.  The impairment at December 31, 1998,
     represents the difference between the Property's carrying value and the
     estimated of the net realizable value of the Property.  The cost of the
     Property presented on this schedule is the gross amount at which the
     Property was carried at December 31, 1999, excluding the allowance for loss
     on the building.

                                     F-10
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number
--------------

       3.1     Affidavit and Certificate of Limited Partnership of CNL Income
               Fund IX, Ltd. (Included as Exhibit 3.1 to Registration Statement
               No. 33-35049 on Form S-11 and incorporated herein by reference.)

       4.1     Affidavit and Certificate of Limited Partnership of CNL Income
               Fund IX, Ltd. (Included as Exhibit 3.1 to Registration Statement
               No. 33-35049 on Form S-11 and incorporated herein by reference.)

       4.2     Amended and Restated Agreement of Limited Partnership of CNL
               Income Fund IX, Ltd. (Included as Exhibit 4.6 to Post-Effective
               Amendment No. 1 to Registration Statement No. 33-35049 on Form S-
               11 and incorporated herein by reference.)

       10.1    Management Agreement between CNL Income Fund IX, Ltd. and CNL
               Investment Company (Included as Exhibit 10.1 to Form 10-K filed
               with the Securities and Exchange Commission on March 17, 1998,
               and incorporated herein by reference.)

       10.2    Assignment of Management Agreement from CNL Investment Company to
               CNL Income Fund Advisors, Inc. (Included as Exhibit 10.2 to Form
               10-K filed with the Securities and Exchange Commission on March
               30, 1995, and incorporated herein by reference.)

       10.3    Assignment of Management Agreement from CNL Income Fund Advisors,
               Inc. to CNL Fund Advisors, Inc. (Included as Exhibit 10.3 to Form
               10-K filed with the Securities and Exchange Commission on April
               1, 1996, and incorporated herein by reference.)

       27      Financial Data Schedule (Filed herewith.)