Berkshire Income Realty, Inc., et al. – ‘SC TO-I’ on 1/10/03 re: Krupp Insured Plus Ltd Partnership – EX-20

On:  Friday, 1/10/03, at 10:58am ET   ·   Accession #:  950142-3-42   ·   File #:  5-78665

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Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Krupp Insured Plus Limited Partnership                 8     31K 
 2: EX-20       Other Document or Statement to Security Holders --     5     27K 
                          exhibita2                                              
 3: EX-20       Other Document or Statement to Security Holders --     2±    10K 
                          exhibita3                                              
 4: EX-20       Other Document or Statement to Security Holders --     6     25K 
                          exhibita4                                              
 5: EX-20       Other Document or Statement to Security Holders --     5±    19K 
                          exhibita5                                              
 6: EX-99       Miscellaneous Exhibit -- exhibita6                     3     13K 
 7: EX-99       Miscellaneous Exhibit -- exhibita7                     1      7K 

EX-20   —   Other Document or Statement to Security Holders — exhibita3

                                                                  EXHIBIT (a)(3)

 BERKSHIRE INCOME REALTY, INC.
 One Beacon Street, Suite 1500
 Boston, Massachusetts 02108

                                January 10, 2003

Dear Krupp Mortgage Fund Investor:                                              

We are writing to tell you about an opportunity to invest in Berkshire Income   
Realty, Inc., a newly formed company that is controlled by Douglas Krupp,       
Chairman and Chief Executive Officer of The Berkshire Group, and George Krupp,  
Vice Chairman of The Berkshire Group.                                           

We are offering you the opportunity to exchange the interests in your Krupp     
mortgage fund for our shares of 9% Series A Cumulative Redeemable Preferred     
Stock, which are expected to be listed on the American Stock Exchange under the 
symbol "BIR." The terms of this exchange offer are described in the enclosed    
Prospectus.                                                                     

As anticipated, your Krupp mortgage fund has experienced significant payoffs of 
its mortgage loan investments. Your mortgage fund is not permitted to reinvest  
the funds it receives from repayments of its mortgage loan assets, but instead  
must distribute the net cash proceeds attributable to these repayments to the   
fund investors. This has resulted in ever-decreasing levels of regular          
distributions to the fund investors. Berkshire Income Realty expects to be able 
to offer you predictable and level dividends on its 9% Series A Cumulative      
Redeemable Preferred Stock.                                                     

We are a newly formed company whose objective is to acquire, own, and operate   
multi-family residential properties. We intend to operate our business to       
qualify as a real estate investment trust (a "REIT"). By making this offer, we  
are seeking to provide you with an opportunity to exchange all or part of the   
interests in your mortgage fund for a preferred security in a newly organized   
REIT. This preferred security will be issued by us, a company having            
substantially different assets, objectives, and ownership structure from your   
mortgage fund. The dividend, liquidation rights and trading liquidity will also 
be substantially different from those of the interests in your mortgage fund.   
You will not be required to pay any commissions or transfer fees in connection  
with the exchange of your mortgage fund investment for our Series A Preferred   
Stock. If you choose not to participate, you will remain a unitholder in your   
mortgage fund.                                                                  

Enclosed you will find a brochure highlighting the terms of this offer, the     
Prospectus, a Letter of Transmittal, instructions for accepting the offer, and  
tax guidelines relating to the Substitute Form W-9. Please read the enclosed    
material carefully. To accept this exchange offer, the Letter of Transmittal    
must be completed, signed, dated, and returned to us in the enclosed prepaid    
self-addressed envelope.                                                        

Should you have any questions, please contact us at 1-866-33-KRUPP and we will  
be happy to assist you.                                                         

Very truly yours,                                                               

BERKSHIRE INCOME REALTY, INC.                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-I’ Filing		Date		Other Filings
Filed on:		1/10/03		SC 14D9,  SC TO-I,  SC TO-T
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