SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _______________________

                                 Amendment No. 2
                                       to
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                               ___________________

                CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
                            (Name of Subject Company)

MPF-NY 2006, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 11, LLC; MP VALUE
  FUND 7, LLC; MP INCOME FUND 16, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF BLUE
 RIDGE I, LLC; MPF BLUE RIDGE II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
       MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 3, LLC;
           MPF DEWAAY PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC;
                       AND MACKENZIE PATTERSON FULLER, LP
                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)
                             _______________________
                                                Copy to:
Christine Simpson                               Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP                  MacKenzie Patterson Fuller, LP
1640 School Street                              1640 School Street
Moraga, California  94556                       Moraga, California  94556
(925) 631-9100 ext.224                          (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

         Transaction                                            Amount of
         Valuation*                                             Filing Fee

         $2,324,325                                             $248.70

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 5,469 Units at a purchase price equal to $425 per Unit in cash.

[X]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2)  and  identify  the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:    $ 248.70
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed: MAY 1, 2006

[ ]      Check the box if the filing relates solely to preliminary
         communications  made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]      third party tender offer subject to Rule 14d-1.
[ ]      issuer tender offer subject to Rule 13e-4.
[ ]      going private transaction subject to Rule 13e-3
[ ]      amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]




                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2005,  LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 11, LLC; MP VALUE
FUND 7, LLC; MP INCOME FUND 16, LLC;  MPF DEWAAY  PREMIER  FUND 3, LLC; MPF BLUE
RIDGE I, LLC; MPF BLUE RIDGE II, LLC;  MACKENZIE  PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE  PATTERSON  SPECIAL FUND 6-A,  LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; AND MACKENZIE  PATTERSON FULLER,
LP  (collectively   the   "Purchasers")  to  purchase  5,469  Units  of  limited
partnership  interest (the  "Units") in Carolina  Investment  Partners,  Limited
Partnership (the "Partnership"),  the subject company, at a purchase price equal
to $425 per Unit,  less the amount of any  distributions  declared  or made with
respect to the Units  between May 1, 2006 (the "Offer Date") and June 3, 2006 or
such other date to which this Offer may be  extended  (the  "Expiration  Date"),
upon the terms and subject to the  conditions set forth in the Offer to Purchase
dated  May 1,  2006  (the  "Offer  to  Purchase")  and  the  related  Letter  of
Transmittal.

The Offer resulted in the tender by  unitholders,  and acceptance for payment by
the  Purchasers,  of a total of 85 Units.  Upon  completion  of the  Offer,  the
Purchasers held an aggregate of approximately  516 Units, or approximately  8.7%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2006, LLC, 8.5 UNITS; MPF FLAGSHIP FUND 9, LLC, 76.5 UNITS


                                   SIGNATURES


     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated:   June 23, 2006

MPF-NY 2005,  LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 11, LLC; MP VALUE
FUND 7, LLC; MP INCOME FUND 16, LLC;  MPF DEWAAY  PREMIER  FUND 3, LLC; MPF BLUE
RIDGE I, LLC; MPF BLUE RIDGE II, LLC;  MACKENZIE  PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE  PATTERSON  SPECIAL FUND 6-A,  LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; AND MACKENZIE  PATTERSON FULLER,
LP

By:      /s/ Chip Patterson
         -------------------------------
         Chip Patterson, Senior Vice President of
         Manager or General Partner of each filing person

MACKENZIE PATTERSON FULLER, LP

By:      /s/ Chip Patterson
         -------------------------------
         Chip Patterson, Senior Vice President