[MPF LETTERHEAD]



August 6, 2004

Dear American Retirement Villas Properties II Unitholders:

As a fellow unitholder of the above-named partnership, we believe that the offer
to purchase units made by an affiliate of the general partner is unacceptable
because the tender price is too low. Although the $20 increase to $370 per unit
reflected in the most recent amendment is closer to what we believe is a fair
price for units, we encourage you to NOT ACCEPT the offer at the current price.

The tender offer by the general partner's affiliate is at a significant discount
to our calculation of the current net asset value, which we calculate as $494
per unit, not including any control premium. The latest quarterly report filed
by the partnership with the SEC indicates revenues have increased 11.6% from
last year's revenues for the same period. This indicates to us that operations
are improving. Thus, we believe the price being offered in the Offer for the
Units is much less than Unitholders would receive either through a liquidation
of the Partnership today or in the future if the market continues to improve.
Although we understand that several of the properties are in need of capital
repairs, we have incorporated this into our valuation procedure. Because a
liquidation of the Partnership could take several years, discounting the net
asset value to account for the time value of money is appropriate. Thus, we
believe that a $400 tender offer would be an acceptable tender price at this
time.

Because this is a registered tender offer, those who have already tendered their
units may withdraw their units from the tender at any time prior to its
expiration. Please refer to Item 6 in the "Agreement of Assignment...American
Retirement Villas Properties II" (yellow booklet), provided to you with the
tender offer materials for further information regarding the withdrawal process.

We calculated our net asset values by using a variety of valuation methods. We
applied various appropriate capitalization rates to the net operating income of
the Partnership, and we calculated a value based on comparable sales prices if
the properties were sold. Using a combination of these valuation methods, we
believe the net asset value of the Partnership, on a per unit basis, is at least
$494. Our analysis is based upon the information available to us and may be
inaccurate if the information we have is inaccurate, and is further subject to
change based upon changed market conditions. We are the manager of MP Value Fund
6, LLC, the owner 208.4 units in the partnership, or 0.6% of the outstanding
units.

Sincerely,


Glen W. Fuller
Senior Vice President