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DOMINIUM TAX EXEMPT FUND L.L.P.
2915 Niagara Lane
Plymouth, MN 55447
October 8, 1996
Dear Fellow BAC Holder:
You will shortly be receiving proxy materials from us concerning the
proposed merger of Capital Realty Investors Tax Exempt Fund Limited Partnership
and Capital Realty Investors Tax Exempt Fund III Limited Partnership with two
separate entitles affiliated with Capital Apartment Properties, Inc.
("CAPREIT"). ONCE AGAIN, WE URGE YOU NOT TO TAKE ANY ACTION UNTIL YOU HAVE
RECEIVED AND CAREFULLY CONSIDERED OUR MATERIALS.
You should know, however, that your General Partners are trying to prevent
us from sharing with you our concerns about the CAPREIT mergers. They have
denied us current information about the BAC Holders entitled to vote and are
even demanding the return of information previously provided to us. They are
spending your money to sue us for writing to you.
IF THEIR DEAL, IN FACT, IS SO FAIR, WHY ARE THEY SO AFRAID OF OUR WRITING
TO YOU?
IF THEIR DEAL, IN FACT, IS SO FAIR, WHY DO THEY NEED TO RESORT TO SUCH
DESPERATE TACTICS?
Our analyses lead us to believe that in an open, fair and competitive
process, the BAC Holders will receive greater values. Significantly, it appears
the General Partners have not even sought appraisals.
SEND A CLEAR MESSAGE TO YOUR GENERAL PARTNERS TO PURSUE OTHER ALTERNATIVES
WHICH WILL MAXIMIZE BAC HOLDER VALUE. ONCE AGAIN, WE STRONGLY URGE YOU NOT TO
SIGN OR RETURN ANY WHITE PROXY CARDS UNTIL YOU HAVE THE OPPORTUNITY TO REVIEW
AND CAREFULLY CONSIDER OUR MATERIALS.
If you have any questions, please contact our proxy solicitor, Georgeson &
Company Inc. at 1-800-223-2064.
Sincerely,
Dominium Tax Exempt Fund L.L.P.
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Dominium, through its affiliated companies, owns or manages approximately
14,000 multi-housing units across the country and has 25 years experience in
real estate development and property management. In addition to its Minneapolis
headquarters, Dominium has offices in Milwaukee, Chicago, Atlanta and Miami.
The partners of Dominium and participants in the proxy solicitation in
opposition to the mergers are David L. Brierton, Jack W. Safar, Paul R. Sween
and Armand E. Brachman. Dominium owns 100 beneficial assignee certificates of
each series of the funds.
