EX-99 4 mpfiusrealtytotexha3.txt EXH. (A)(3) LETTER TO UNIT HOLDERS Exhibit (a)(3) March 22, 2005 TO: UNIT HOLDERS OF U.S. REALTY PARTNERS LIMITED PARTNERSHIP SUBJECT: OFFER TO PURCHASE UNITS Dear Unit Holder: As described in the enclosed Offer to Purchase and related Letters of Transmittal (the "Offer") MPF DEWAAY PREMIER FUND, LLC; MP VALUE FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MORAGA GOLD, LLC, STEVEN GOLD; and MPF-NY 2005, LLC (collectively the "Purchasers") are offering to purchase up to 305,500 Units of limited partnership interest (the "Units") in U.S. REALTY PARTNERS LIMITED PARTNERSHIP (the "Partnership") at a purchase price equal to: $4.25 per Unit -------------- The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in U.S. REALTY PARTNERS LIMITED PARTNERSHIP without the usual transaction costs associated with market sales or partnership transfer 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 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, 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) May 6, 2005