EX-99 4 mpfiangelesxiitotexa3.txt EXHIBIT (A)(3) LETTER TO UNIT HOLDERS Exhibit (a)(3) July 1, 2005 TO: UNIT HOLDERS OF ANGELES PARTNERS XII SUBJECT: OFFER TO PURCHASE UNITS Dear Unit Holder: As described in the enclosed Offer to Purchase and related Letters of Transmittal (the "Offer") MPF Income Fund 22, LLC; MPF-NY 2005, LLC; Moraga Gold, LLC; Sutter Opportunity Fund 3, LLC; MPF DeWaay Fund 2, LLC; MPF Flagship Fund 10, LLC; Mackenzie Patterson Special Fund 6, LLC; Mackenzie Patterson Special Fund 6-A, LLC; MPF Acquisition Co. 3, LLC; MPF Income Fund 21, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 4, LLC; MPF Flagship Fund 9, LLC; MPF DeWaay Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Special Fund 7, LLC; MacKenzie Patterson Special Fund 5, LLC; MP Income Fund 20, LLC; and MP Value Fund 6, LLC (collectively the "Purchasers") are offering to purchase up to 6,716 Units of limited partnership interest (the "Units") in ANGELES PARTNERS XII (the "Partnership") at a purchase price equal to: $620 per Unit ------------- The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in ANGELES PARTNERS XII without the usual transaction costs associated with market sales or partnership transfer fees. This offer (after deducting the recent $189 per Unit distribution) is higher than the offer late last year by an affiliate of the General Partner. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly completed and executed copy of the Letter of Transmittal (printed on blue 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, Inc. 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 If you have any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) August 1, 2005