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[EVEREST MANAGEMENT, LLC Letterhead]
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June 26, 1998
To the Holders of Limited Partnership Interests in
REAL ESTATE ASSOCIATES LTD. V
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Real Estate Associates Ltd. V (the "Partnership") for
cash in the amount of $150 per Unit (which amount will be reduced by any cash
distributions made to you by the Partnership after May 31, 1998 and any transfer
fees charged by the Partnership). Our offer provides you with an opportunity to
sell your Units now, without the costly commissions (typically up to 10% with a
minimum of $ 150-200) usually paid by the seller in secondary market sales.
OUR OFFER PRICE EXCEEDS BY $50 PER UNIT THE HIGHEST PRIOR OFFER TO
PURCHASE YOUR UNITS OF WHICH WE ARE AWARE.
THE PARTNERSHIP HAS MADE NO DISTRIBUTIONS FOR A NUMBER OF YEARS. We are
long-term investors and can wait for the properties to be sold. Your choice is
whether to stay in an investment that has not met your expectations, is MAKING
NO CURRENT DISTRIBUTIONS and continue to incur tax liability, or sell your
investment, receive $150 per Unit now and look for other investment
opportunities: You incurred taxable income of $47 per Unit in 1997; such tax
liability is likely to be the same or greater in 1998.
You may no longer wish to continue with your investment in the
Partnership for a number of other reasons, including:
- ELIMINATION OF TROUBLESOME K-1's AND FURTHER IRS AND STATE TAX FILING
REQUIREMENTS BEYOND THE 1998 TAX YEAR.
- Liquidity now. The Partnership was formed over 16 years ago, with an
original investment intent of potential capital gains on sale of the
property.
- Elimination of substantial annual fees for IRA or other pension plan
investors.
- Elimination of significant accounting fees for the preparation of K-1's.
- BECAUSE THERE ARE NO CURRENT DISTRIBUTIONS, IT IS PROBABLY COSTING YOU
MONEY EACH YEAR TO HOLD THIS INVESTMENT.
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We are an investment company which buys units in dozens of
under-performing limited partnerships and ARE NOT AFFILIATED WITH THE
PARTNERSHIP OR THE GENERAL PARTNER. We are a tax exempt investor which does not
suffer from the phantom income generated by this Partnership. To date, over
20,000 limited partners nationwide in over 200 limited partnerships have chosen
to sell their partnership units to us. This has made Everest a leading and
reliable choice for limited partnership investors seeking a time-efficient and
cost-efficient liquidity option, which generally does not otherwise exist.
Our offer is limited to only 234 (3%) of the 7,808 outstanding Units. If
we were to acquire more than this amount, the administrative costs of our offer
would become burdensome.
WE WILL ACCEPT FOR PURCHASE PROPERLY DOCUMENTED UNITS ON A
"FIRST-RECEIVED, FIRST-BUY" BASIS. You will be paid promptly following
confirmation by the Partnership of a valid transfer. We are seeking to acquire
Units for Investment purposes only. All investors who tender their Units will
receive no further distributions from the Partnership, including any
distribution on any liquidation of the Partnership's assets. We suggest that you
contact your tax advisor to determine your particular tax consequences from a
sale and your financial advisor regarding secondary market sale opportunities.
All tenders of Units will be irrevocable and may not be rescinded or withdrawn.
AN AGREEMENT OF TRANSFER IS ENCLOSED WHICH YOU CAN USE TO ACCEPT OUR
OFFER. Please execute this document and return it (together with the original
Partnership certificate, if available) in the enclosed envelope. We encourage
you to act immediately if you are interested in accepting our offer, since only
a limited number of Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JULY 31, 1998.
Please call us at (800) 611-4613 if you have any questions.
Very truly yours,
EVEREST MANAGEMENT, LLC
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AGREEMENT of TRANSFER
REAL ESTATE ASSOCIATES LTD. V
The undersigned (the "Seller") sells, and directs any custodian or
trustee to sell, to Everest Management, LLC. a California limited liability
company, or its nominee (the "Purchaser"), all of the Seller's interest in
limited partnership units (the "Units") in Real Estate Associates Ltd. V, a
California limited partnership (the "Partnership"), for $150 per Unit (which
amount will be reduced by any distributions made to Seller by the Partnership
after May 31, 1998, and all transfer fees charged by the Partnership).
The Seller appoints the Purchaser (without posting of a bond) as the
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to transfer ownership of such Units on the
Partnership's books to the Purchaser, to change the address of record of such
Units prior to or after completion of such transfer, to execute and deliver lost
certificate indemnities and all other transfer documents, to direct any
custodian or trustee holding record title to the Units to do any of the
foregoing, including the execution and delivery of a copy of this Agreement of
Transfer, and upon payment by the Purchaser of the purchase price, to receive
all benefits and cash distributions, endorse Partnership checks payable to
Seller and otherwise exercise all rights (including voting rights) of beneficial
ownership of such Units.
The Seller represents to the Purchaser that the Seller owns such Units
and has full authority to validly sell such Units to the Purchaser, and that
when any such Units are accepted for payment by the Purchaser, the Purchaser
will acquire, unrestricted and unencumbered title thereto.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the Seller. THIS AGREEMENT IS IRREVOCABLE AND MAY NOT BE WITHDRAWN OR
RESCINDED. Payment by the Purchaser is conditioned upon confirmation of the
transfer of the Units to the Purchaser by the Partnership.
The Seller also agrees to execute and deliver any additional documents
requested by the Purchaser to complete the purchase of such Units and to deliver
to the Purchaser all checks or distributions from the Partnership received by
the Seller after May 31, 1998, to the extent not deducted from the price paid by
the Purchaser. This Agreement of Transfer shall be interpreted under and
governed by the laws of the State of California.
The Seller certifies, under penalties of perjury, that (1) the number
shown below on this form as the Seller's Taxpayer Identification Number is
correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
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The Seller also certifies, under penalties of perjury, that the Seller,
if an individual, is not a nonresident alien for purposes of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Seller understands that
this certification may be disclosed to the IRS by the Purchaser and that any
false statements contained herein could be punished by fine, imprisonment, or
both.
Upon completion and recording of the transfer of the Units to the
Purchaser, the Purchaser accepts all of the terms and conditions of the
Partnership Agreement. The Seller requests that the Purchaser become a
substitute limited partner of the Partnership.
Date:_____________________, 1998
________________ALL_________________ _______________________________________
[SPECIFY NUMBER OF UNITS YOU WISH TO [Signature of Owner]
SELL, IF LESS THAN ALL]
____________________________________ _______________________________________
[Your Telephone Number] [Signature of Co-Owner]
____________________________________ EVEREST-MANAGEMENT, LLC
[Your Social Security or Taxpayer ID Number] 199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
(800) 611-4613
FAX (626) 585-5929
____________________________________
[Name of IRA Custodian, if applicable]
Real Estate Associates Ltd. V
ACCEPTED:
EVEREST MANAGEMENT, LLC
By: Everest Properties II, LLC, Manager
By: _________________________________
Its Authorized Representative
TOY FAMILY TRUST DATED 11/30/94
DAVID AND PATRICIA TOY, TTEES
2445 FEDERAL AVE
LOS ANGELES CA 90064-2914 2
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INSTRUCTIONS
Beneficial Owner of Record Should:
1. Sign the Agreement.
2. Indicate the Number of Units Owned, if not correctly indicated in the bottom
right-hand corner.
3. Fill in Telephone Number, Social Security, or Tax ID Number.
4. Return the Agreement in the envelope provided.
If Owned Jointly:
1. Joint owner should sign, as well.
2. If Joint owner is deceased and units have not been reregistered, owner should
send:
- A copy of the Death Certificate
If Units have been Inherited or are owned by an Estate:
Executor should submit:
- A copy of the Death Certificate
- Letter of Testamentary or Will showing your beneficial ownership or
executor capacity.
If Units are held in an IRA Account:
Beneficial Owner should sign; we will then work with the IRA Custodian to
complete the transfer.
The funds will also be forwarded directly into your IRA Account.
Include the Name of the IRA Custodian on the Agreement of Transfer.
If Units are held in a Trust, Profit Sharing or Pension Plan:
Please provide first, last, and other applicable pages of the Trust
Agreement showing authorized signatory.
If Units are held by a Corporation:
Corporate resolutions required showing authorized signatory.
IF AVAILABLE SEND IN THE ORIGINAL LIMITED PARTNER CERTIFICATE.
SIGNATURES DO NOT NEED TO BE NOTARIZED.