Exhibit (a)(5)
[FORM OF LETTER TO UNIT HOLDERS]
May 30, 2002
TO: UNIT HOLDERS OF [NAME OF PARTNERSHIP]
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SUBJECT: INCREASE IN PRICE OFFERED FOR UNITS
Dear Unit Holder:
As described in the tender offer materials previously forwarded to you,
MACKENZIE PATTERSON, INC.; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC; MP
FALCON FUND, LLC; MP FALCON GROWTH FUND, LLC; MP FALCON GROWTH FUND 2, LLC;
MACKENZIE FUND VI, L.P.; MACKENZIE PATTERSON SPECIAL FUND 3, L.P.; ACCELERATED
HIGH YIELD INSTITUTIONAL FUND I, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, LTD.; MACKENZIE SPECIFIED INCOME FUND, L.P.; AND MP DEWAAY FUND, LLC
(collectively the "Purchasers") are offering to purchase up to[MAXIMUM OFFER]
Units of limited partnership interest (the "Units") in [NAME OF PARTNERSHIP]
(the "Partnership").
The Purchasers have reviewed the Partnership's annual report for the year ended
December 31, 2001 and quarterly report for the quarter ended March 31, 2002.
After reviewing the audited financial statements in the annual report, the
Purchasers recognized that their analysis of the Partnership's operating
expenses overstated the actual expenses incurred by the Partnership. The
Purchasers have therefore recalculated the price they are willing to offer for
the Units and have increased the Offer Price for your Units by [PERCENTAGE
INCREASE]. The new Offer Price is:
[OFFER PRICE PER UNIT] per Unit
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The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in [NAME OF PARTNERSHIP] without the usual transaction costs
associated with market sales or partnership transfer fees.
In order to provide you with more time to consider this opportunity to tender
your Units, the Purchasers have extended the expiration date to June 30, 2002.
If you elect to tender your Units, mail or telecopy a duly completed and
executed copy of the Letter of Transmittal (printed on [COLOR OF PAPER] paper)
and Change of Address forms, and any other documents required by the Letter of
Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
If you have any questions or need assistance, please call the
Purchasers at 800-854-8357.
This Offer expires (unless further extended) June 30, 2002.
[INSERTS FOR COMPLETION OF EACH LETTER]
Offer Price Maximum Perrcentage Transmittal
Partnership Per Unit Units Sought Increase Color
- ----------- ----------- ------------ ----------- -------------
DSI REALTY INCOME FUND VI,
a California Limited Partnership $450 23,753 32% gold
DSI REALTY INCOME FUND VII,
a California Limited Partnership $410 24,000 36.7% blue
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $420 24,000 24% green
DSI REALTY INCOME FUND IX,
a California Limited Partnership $380 30,693 46% purple
DSI REALTY INCOME FUND XI,
a California Limited Partnership $400 20,000 33% gray