KM Investments LLC – ‘DFAN14A’ on 5/15/03 re: Dsi Realty Income Fund XI

On:  Thursday, 5/15/03, at 5:41pm ET   ·   Effective:  5/15/03   ·   Accession #:  1049471-3-4   ·   File #:  0-18286

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Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Additional Proxy Material Letter                       2±     8K 


Millenium                                                                       
155 N. Lake Avenue, Suite 1000                                                  
Pasadena, CA 91101                                                              
Phone: 626-585-5920                                                             
Fax: 626-585-5929                                                               

 LIMITED PARTNER ALERT!!

May 15, 2003

TO THE LIMITED PARTNERS OF                                                      
DSI REALTY INCOME FUND XI                                                       

Re:      PROTECT YOUR INVESTMENT AND                          
VOTE AGAINST THE GENERAL PARTNER'S PROPOSAL 
DO NOT BE FOOLED BY THE GENERAL PARTNER     

Dear Limited Partner:                                                           

     We own over $1 million worth of the limited partnership units in DSI REALTY
INCOME FUND XI (the "Partnership") and its affiliated  partnerships,  and we are
professional investors.  As one of the largest investors in the Partnership,  we
are writing to alert you to a proposal  that the general  partner is making that
is very  damaging  to all of our limited  partnership  interests.  We  recommend
strongly that you VOTE AGAINST THE PROPOSAL by the Partnership's general partner
("general partner"), for the following reasons:                                 

     o    The general  partner's consent  solicitation  totally fails to explain
          the  significance  of the  amendment it is asking you to approve;  and
          totally  fails to  disclose  its  conflicts  of interest in making the
proposal.                                                   

     o    The general partner is trying to give itself a valuable right of first
          refusal it would not be entitled to under  California  securities  law
guidelines for new offerings.                               

     o    If the  general  partner's  Proposal  is  approved,  the  value of our
          Partnership  units will decrease  because they will become harder,  or
impossible, to sell to anyone but the general partner.      

     o    If the Proposal is approved,  we believe you will no longer be able to
          sell your  Partnership  units on secondary  market  services  like the
          American  Partnership  Board.  One such service has advised us it will
cease to effect transfers if the Proposal passes.           

     o    If the Proposal is approved, you will be giving the general partner an
          effective  monopoly  on buying your units if you try to sell them - no
          one is likely to bother  making an offer to purchase your units if the
general partner has a right of first refusal.               

     o    The Proposal  effectively  removes all ways for you to get out of this
          investment other than selling out to the general partner,  probably at
low prices.                                                 

     o    We believe the general  partner is  breaching  its  fiduciary  duty by
          making this  proposal  and we are  considering  a lawsuit  against the
     general partner to protect the interests of the limited partners.

     We  recommend  strongly  that you VOTE  AGAINST  THE  PROPOSAL  made by the
general partner.  We would be pleased to answer any questions you may have about
our  recommendation;  please call and ask for Stacey McClain or David Lesser, at
(626) 585-5920.                                                                 

             Very truly yours,
                      MILLENIUM INVESTORS 2, LLC
               KM INVESTMENTS, LLC

P.S.  Do not be tricked by the general  partner  into  voting  against  your own
interests!                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DFAN14A’ Filing		Date		Other Filings
Filed on / Effective on:		5/15/03		DFAN14A
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