EX-99 5 mpfdavidsonexa3.htm (A) (3) LETTER TO UNITHOLDERS mpfdavidsonexa3.htm
 







June 12, 2008

RE: Get cash now from your Davidson Diversified Real Estate II investment.


Dear Investor,

Good news!  Now you can sell your Davidson Diversified Real Estate II investment and regain control of your money.  Right now, MPF will pay you $8,400 per unit . Move the money into a more liquid investment, pay off bills, or treat yourself to a vacation. It’s your money. Use it any way you want. But this offer expires on July 16, 2008, so you must act soon.

Why take advantage of this opportunity today?
 
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The Partnership has never paid a distribution!  Sell your Units now, and you can actually receive some cash from this investment.
 
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Guarantee your cash now. Davidson Diversified Real Estate II is likely to continue until all the properties can be sold, and Davidson Diversified Real Estate II has never said if the company will liquidate earlier. Sell today and ensure you get your money out from this security.
 
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This is the highest price that MPF has ever offered.
 
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Regain control over your investments. It’s your money, but you can’t access it. Now you can move your money into a more liquid investment or simply cash out and treat yourself to a new toy.
 
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Sell without broker fees or commissions. Most secondary limited partnership unit sales incur fees and commissions of up to 7% of the sale price and are subject to a $150 - $200 minimum fee per trade. With us, these fees and commissions are eliminated.  We pay any Partnership transfer fees.
 
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Eliminate the long and uncertain waiting period. Private and non-traded securities like Davidson Diversified Real Estate II can be very difficult to sell. It can take weeks or months to find an interested buyer and Davidson Diversified Real Estate II may continue for an indefinite period of time. But now you can sell your units and get your money today.
 
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Remove retirement account fees. Many IRAs charge additional fees for holding this type of asset. We can send your cash directly to your retirement account so you can consolidate your accounts or transfer the funds to an account that charges lower fees.
 
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Cut the time and expense of IRS documents. If you sell your Units now, this could be the last year you will have to file those complicated and expensive K-1s with your tax returns.

If you act today, you can get your cash now and may drastically reduce your end-of-year, tax-related expenses and headaches. We will mail your check within three business days after Davidson Diversified Real Estate II confirms the transfer.

MPF has been in the business of buying private real estate investments for over 25 years and has successfully cashed-out tens of thousands of investors like you. Our advisory affiliate is a registered investment adviser with the SEC and has over $200 million dollars under management. There are no financing contingencies with this offer.

Please carefully read the enclosed Offer to Purchase and Assignment Form. If you choose to sell your Units to us, please fill out the enclosed form and return it to us today so we can send you your money. If you have any questions, please call us at (925) 631-9100, fax us at (925) 631-9119, or email us at offers@mpfi.com.

Sincerely,
 
 
Pat Patterson
President, MacKenzie Patterson Fuller, LP

P.S. Remember, this offer expires July 16, 2008. So don’t delay. Fill out and mail in the Davidson Diversified Real Estate II Assignment Form today so we can rush you a check.