July 8, 2005
Via Facsimile (925) 871-4046 and U.S. Mail
Chip Patterson, Esq.
Senior Vice President and General Counsel
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, CA 94556
RE: Angeles Partners XII
Schedule TO-T filed July 1, 2005 by MPF Income Fund 22, LLC; MPF-
NY
2005, LLC; Moraga Gold, LLC; Sutter Opportunity Fund 3, LLC; MPF
DeWaay Fund 2, LLC; MPF Flagship Fund 10, LLC; MacKenzie Patterson
Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC;
MPF
Acquisition Co. 3, LLC; MPF Income Fund 21, LLC; MPF DeWaay Fund
3,
LLC; MPF DeWaay Fund 4, LLC; MPF Flagship Fund 9, LLC; MPF DeWaay
Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Special Fund 7,
LLC;
MacKenzie Patterson Special Fund 5, LLC; MP Income Fund 20, LLC;
and
MP Value Fund 6, LLC; MacKenzie Patterson Fuller, Inc.; and C.E.
Patterson
File No. 005-50745
Dear Mr. Patterson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO-T
1. We note that you have opted to publish a notice regarding your
tender offer in the Investors` Business Daily newspaper, a media
publication of limited circulation when compared to other
newspapers
in which such notices are often published. Please provide us with
your analysis regarding whether this notice satisfies the
requirements of adequate publication set forth in Rule 14d-4(c) of
the Exchange with respect to the use of summary or long-form
publication of tender offers pursuant to Rule 14d-4(a).
2. Related to the previous comment, please provide us your
analysis
regarding whether your offer satisfies the requirements of Rule
14e-
1(a).
3. Please tell us why you have not provided the financial
information
required by Item 10 of Schedule TO.
Offer to Purchase
Cover Page - Page 1
4. Refer to the first full paragraph on page 2. Please revise to
explain what type of access to the securities you would have at a
time before all conditions to the offer have been satisfied and
payment has been made, and to highlight the risks to unit holders
in
this regard. We note that all conditions, other than those
dependent
upon the receipt of necessary government approvals, must be
satisfied
or waived prior to expiration of the offer and that you may not
accept the tendered securities until the expiration of the offer.
Summary Term Sheet
Will the partnership continue as a public company?, Page 5
5. Please describe the "other protections" a deregistration may
effect as stated in at the end of the answer to this question.
Introduction - Establishment of the Offer Price, page 8
6. We note your references to the partnership`s fiscal year end
being
December 31. We also note your references to (i) the sale of the
Chambers Ridge Apartments subsequent to "third quarter 2005," (ii)
March 31, 2005 as being the end of the third quarter of fiscal
year
2005, and (iii) several other developments having occurred
subsequent
to "third quarter 2005." Since it appears that the third quarter
of
the partnership`s 2005 fiscal year has not yet occurred, please
revise your references.
Acceptance for payment, page 11
7. We note that you will effect payment for tendered securities
following the expiration date and upon confirmation that the
general
partner will recognize the change of address for distributions and
correspondence on the units. It appears that this is an
additional
condition of the offer. Please revise the offer to describe this
condition in the conditions section. In addition, please clarify
that this condition will be satisfied or waived prior to
expiration
of the offer.
Extension of Tender Period; Termination; Amendment, page 14
8. Revise your definition of "business day" to be consistent with
Rule 14d-1(g)(3).
Future Plans, page 18
9. We note the reference in the second paragraph of this section
to
the "ongoing liquidation" of the partnership. Please clarify your
disclosure as it does not appear from the partnership`s periodic
reports that it is currently effecting its liquidation.
Sources of Funds, page 18
10. We note in the introduction that you will pay for all transfer
fees. Please confirm supplementally whether your estimate of
those
fees is included in the $20,000 you expect to pay for fees and
expenses.
Conditions to the Offer, page 18
11. Please describe briefly the authorizations or approvals to
which
you refer in the first paragraph of this section.
Schedule I
12. We note your statement that priority in the allocation of
tendered securities among the purchasers will be given to
purchasers
"which already hold Units." Given your disclosure elsewhere in
the
offer document that none of the bidders hold any partnership
securities, please revise to clarify the meaning of the cited
disclosure.
Closing Information
Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response. If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.
In connection with responding to our comments, please
provide,
in writing, a statement from the offerors acknowledging that:
* the offerors are responsible for the adequacy and accuracy of
the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the offerors may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers &
Acquisitions
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Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc.
July 8, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE