Exhibit (a)(3)

December 29, 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")  the   Purchasers   named  in  the  attached  Offer
(collectively  the  "Purchasers")  are offering to purchase up to 1,450 Units of
limited  partnership  interest  (the "Units") in CAROLINA  INVESTMENT  PARTNERS,
LIMITED PARTNERSHIP (the "Partnership") at a purchase price equal to:

                                  $325 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 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, 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) January 29, 2006.