Exhibit (a)(3)
November 2, 2007
TO: UNIT HOLDERS OF RANCON REALTY FUND V, LP
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 4,195 Units of
limited partnership interest (the "Units") in RANCON REALTY FUND V, LP (the
"Partnership") at a purchase price equal to:
$700 per Unit
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The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in RANCON REALTY FUND V, LP without the usual transaction
costs associated with market sales or partnership transfer fees. Reasons you may
wish to sell your Units include:
o HIGHEST OFFER PRICE YET. This Offer Price is $35 per Unit higher than our
last offer, and $20 per Unit higher than what the Partnership redeemed
Units for in 2007.
o UNCERTAINTY OF REAL ESTATE AND CREDIT MARKETS. You may wish to liquidate
your investment in real estate development deals given the uncertainty of
real estate markets in Southern California and the current "credit crunch"
which may impede the ability of the Partnership to continue its development
and leasing of office space.
o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with the
opportunity to receive a guaranteed amount of money in a specified time
period. The general partner has given no indication when the partnership
will be liquidating, except that the Partnership terminates on December 31,
2015. Therefore, investors may not see liquidity for some time.
o ILLIQUIDITY OF UNITS. The relative illiquidity of the Units resulting from
the absence of a formal trading market makes the Units difficult to sell.
o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your
Units will be the final year for which you will be obligated to file a K-1
for the Partnership with your tax return. This may represent a reduction in
costs associated with filing complicated tax returns. Your decision to sell
may have other favorable or unfavorable tax consequences and potential
sellers should consult their individual tax advisers.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units, you may
avoid incurring fees for having this investment in your IRA or retirement
account. Because many custodians have transfer restrictions against limited
partnership units or charge additional fees for holding this type of asset,
many investors are faced with the task of searching for a way to avoid
these fees. Once our cash payment is sent directly to your retirement
account, you are free to consolidate your retirement accounts or transfer
the funds to a custodian that offers lower fees.
After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on yellow 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 Fuller, LP
1640 School Street, Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depositary at
800-854-8357. This Offer expires (unless extended) December 14, 2007.