July 28, 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
Amended Schedule TO-T filed July 25, 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. Refer to previous comment 1. We have reviewed the argument you
submitted in support of your position that your summary notice has
been adequately disseminated pursuant to Rule 14d-4(a) of the
Exchange Act. Based on the facts and circumstances presented by
your
offer, we cannot approve or disapprove of the specific method you
have chosen to satisfy your adequate publication requirement.
Please
note, however, that all persons who are by statute and rule
responsible for the adequacy and accuracy of the Schedule TO-T
also
remain accountable for ensuring compliance with the publication
requirements set forth in Rule 14d-4(a).
Offer to Purchase
Cover Page - Page 1
2. We reissue the second sentence of comment 4, in which we sought
revised disclosure. In addition, tell us the capacity in which
the
depository has already signed letters of transmittal prior to the
expiration of the offer. Has the depository accepted tendered
securities on your behalf prior to the expiration of the offer?
Summary Term Sheet
Will the partnership continue as a public company?, Page 5
3. We reissue comment 5. You should describe the material "other
protections" to which we referred in our previous comment in the
offering document.
Introduction - Establishment of the Offer Price, page 8
4. Please revise the offer as requested in clause (ii) of comment
6.
Acceptance for payment, page 11
5. We reissue comment 7. Please provide or further explain the
"SEC
guidance" that you refer to in your response. Alternatively,
revise
the offer as requested in our initial comment.
Extension of Tender Period; Termination; Amendment, page 14
6. We reissue comment 8. The number of business days that must
remain in an offer at the time a material or other change is
disseminated is determined from the date of dissemination of the
revised information. See Rule 14d-4(d)(1).
Future Plans, page 18
7. We note your response to comment 9. Revise the offer to
clarify
the actions being undertaken by the partnership as discussed in
your
response. The term liquidation implies that the partnership has
characterized its sale of properties as a liquidation or expressed
its intent to sell all of its properties and subsequently
distribute
the proceeds to its security holders and terminate the partnership
Conditions to the Offer, page 18
8. We reissue comment 11. Revise the offer to purchase to
disclose
your supplemental response to the comment and to clarify whether
you
are currently aware of any such required approvals or
authorizations.
If so, explain the required approvals and/or authorizations.
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.
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 28, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE