April 5, 2005


Via Facsimile at (925) 631-9119 and U.S. Mail

Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, CA  94556

	Re:	Secured Income L.P.
Response letter dated March 21, 2005
Schedule TO-T filed March 7, 2005 by MPF Flagship Fund 9, LLC;
Accelerated High Yield Institutional Investors, Ltd., L.P.; MPF
Special Fund 8, LLC, MacKenzie Specified Income Fund, L.P.; MP
Value
Fund 6, LLC; MP Falcon Growth 2, LLC; MP Falcon Fund, LLC,
Accelerated High Yield Institutional Fund, Ltd., L.P.;  MPF
Acquisition Co. 3, LLC; MPF-NY 2005, LLC; MacKenzie Patterson
Fuller,
Inc.; and C.E. Patterson
SEC File No. 5-54251

Dear Mr. Patterson:

	We have the following comments.

Schedule TO-T

Offer to Purchase for Cash
1. See your response to prior comment 1.  Please revise your
offering
materials to indicate that a  subsequent offering period will not
be
available.  Refer to Item 1004(a)(1)(iv) of Regulation M-A.
2. See your response to prior comment 2.  We note the
qualification
language to which you make reference, however, it is still
inappropriate for you to indicate that you will delay payment if
any
of the conditions in Section 13 are triggered.  Payment may only
be
delayed in anticipation of governmental regulatory approvals; all
other conditions, if triggered, must be waived or satisfied prior
to
the expiration of the offer such that payment must be made
promptly
following the expiration of the offer.  Please revise your
offering
materials accordingly.
3. We are in receipt of your response to prior comment 3.  You
state
that you have aggregate capital which is more than adequate to
fund
the offer with $21 million in total assets and more than $11
million
in total net assets at your disposal. Please elaborate upon your
disclosure to indicate what you mean when you state that these
assets
are "at your disposal" and clarify whether any of the funds
necessary
to consummate this transaction are subject to obtaining additional
funds from your limited partners.  Further, we understand that you
are making multiple offers for other target companies at the same
time that you are proceeding with this offer.  Accordingly, please
also revise your disclosure to elaborate upon how you intend to
finance each of these acquisitions and what your plans are in the
event each of these offers is fully subscribed as it would appear
that the funds required to make payment under each of these offers
would exceed those you have disclosed that you have "at your
disposal."
4. See prior comment 9.  We note your response and reiterate our
request that you revise your offering materials to advise holders
of
the ramifications of being treated as a "publicly traded
partnership," however unlikely this risk may be.  Alternatively,
remove the assumption.
5. See prior comment 11.  We continue to believe that your
conditions
are not drafted with sufficient specificity to allow for objective
verification that the conditions have been satisfied making the
determination difficult for security holders.  Please confirm
that,
in the event you reasonably determine that one of your conditions
has
been triggered, you will immediately advise security holders as to
whether you will waive the condition or terminate the offer.

Closing Comments
      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
      If you do not agree with a comment, please tell us why in
your
response. Direct any questions regarding our comments to me at
(202)
942-2801.

								Sincerely,



								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions


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April 5, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE