Exhibit (a)(3)





July 21, 2005



TO:         UNIT HOLDERS OF CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP

SUBJECT:    OFFER TO PURCHASE UNITS

Dear Unit Holder:

As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") MPF Flagship Fund 9, LLC; MP Value Fund 5, LLC; MP
Value Fund 7, LLC; MPF-NY 2005, LLC; Steven Gold (collectively the "Purchasers")
are offering to purchase up to 1,770 Units of limited partnership interest (the
"Units") in CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP (the
"Partnership") at a purchase price equal to:

                                  $300 per Unit
                                  -------------

The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP without
the usual transaction costs associated with market sales or partnership transfer
fees.

After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on green
paper) and change of address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:

                        MacKenzie Patterson Fuller, Inc.
                               1640 School Street
                            Moraga, California 94556
                            Facsimile: (925) 631-9119


If you have any questions or need assistance, please call the Depository at
800-854-8357.

This Offer expires (unless extended) September 6, 2005