Bond Purchase, L.L.C.
104 Armour Road
North Kansas City, Missouri 64116
**IMPORTANT REMINDER**
August 29, 2001
Dear Fellow Limited Partner:
We previously have mailed to you consent materials relating to Real Estate
Associates Limited III (the "Partnership") that are scheduled to expire on
September 14, 2001.
Your vote for this important consent has yet not been received
Although the votes we have received to date have been overwhelmingly in
favor of removing NAPICO as the general partner, we still need your support to
reach the majority of units needed. As an owner of a large number of units in
the partnership, your vote is critical.
We have undertaken this effort to remove NAPICO at our own expense. We
believe our vocal, lead role in this effort has resulted in a retaliatory
lawsuit meant to discourage us. We, however, remain committed. Through our
affiliate, New G.P., L.L.C., we hope to become the new general partner so that
we may distribute the remaining cash in the Partnership, lower the management
fees and liquidate the Partnership, contingent on a review of the Partnership's
books and records and review of the partnership's investments.
As a direct result of our involvement, NAPICO has miraculously discovered
that they are now in a position to distribute up to $3,000.00 of Partnership
funds they have held over two years. In an effort to minimize costs and to bring
further positive change at the Partnership, we ask for your support by signing,
dating and returning the enclosed BLUE consent form as soon as possible.
We thank you for your support.
Very Truly Yours,
Bond Purchase, L.L.C.
By: /c/ David L. Johnson
David L. Johnson, Member
This letter is being delivered to the 100 largest limited partner unit holders,
who have not responded to our consent solicitation, on or about August 29, 2001.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY
(Form of Consent)
Real Estate Associates Limited III
a California Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
THIS CONSENT IS SOLICITED ON BEHALF OF BOND PURCHASE, LLC
LIMITED PARTNERS WHO RETURN A SIGNED CONSENT BUT FAIL TO INDICATE THEIR APPROVAL
OR DISAPPROVAL AS TO ANY MATTER WILL BE DEEMED TO HAVE VOTED TO APPROVE SUCH
MATTER. THIS CONSENT IS VALID FROM THE DATE OF ITS EXECUTION UNLESS DULY
REVOKED.
THIS CONSENT CARD WILL REVOKE ANY PREVIOUSLY EXECUTED REVOCATION OF CONSENT.
The undersigned has received the Consent Solicitation Statement dated March 13,
2001, as amended August 2, 2001 ("Consent Solicitation Statement") by Bond
Purchase, L.L.C., a Missouri limited liability company ("Bond Purchase"),
seeking the approval by written consent of the following proposals:
(1) the removal of the current general partners, National Partnership
Investments Corp., a California corporation and National Partnership Investment
Associates, a California limited partnership; and
(2) the continuation of the Partnership and the election of New G.P. as the new
general partner of the Partnership (which is conditioned on the approval of
proposal (1) above).
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Bond Purchase, acting through its officers and
employees as his or her attorney-in-fact for the purposes of executing any and
all documents and taking any and all actions required under the Partnership
Agreement in connection with this Consent and the Consent Solicitation Statement
or in order to implement an approved proposal; and hereby votes all limited
partnership interests of the Partnership held of record by the undersigned as
follows for the proposals set forth above, subject to the Consent Solicitation
Statement.
Proposal FOR AGAINST ABSTAIN
1. Removal of General Partners [ ] [ ] [ ]
2. Continuation of the Partnership and [ ] [ ] [ ]
election of new general partner, New G.P.
(Please sign exactly as your name appears on the Partnership's records. Joint
owners should each sign. Attorneys-in-fact, executors, administrators, trustees,
guardians, corporation officers or others acting in representative capacity
should indicate the capacity in which they sign and should give FULL title, and
submit appropriate evidence of authority to execute the Consent).
Dated: ________________________, 2001
(Important - please fill in)
________________________________________
Signature/Title
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Signature/Title
________________________________________
Telephone Number