Exhibit (a)(3)











May 1, 2006



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") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase all Units of limited
partnership interest (the "Units") in CAROLINA INVESTMENT PARTNERS, LIMITED
PARTNERSHIP (the "Partnership") at a purchase price equal to:

                                  $425 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 (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on purple 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, LP
                               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) June 3, 2006.