SecProbe.io

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	August 12, 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:	Inland Monthly Income Fund II, L.P.
Schedule TO-T filed August 2, 2005 by MPF-NY 2005, LLC; MPF
Acquisition Co. 3, LLC; MacKenzie Patterson Special Fund 5, LLC;
MP
Value Fund 6, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 10,
LLC;
MPF DeWaay Premier Fund 2, LLC; Accelerated High Yield
Institutional
Investors, Ltd., L.P.; MPF DeWaay Premier Fund, LLC; MPF Flagship
Fund 9, LLC; MacKenzie Patterson Fuller, Inc.; and C.E. Patterson
      File No. 005-80895

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. Please tell us why you have not provided the financial
information
required by Item 10 of Schedule TO.

Offer to Purchase

Cover Page - Page 1
2. Refer to the first full bullet point on page 2.  Please revise
to
explain what type of access to the securities you would have at a
time before all conditions to the offer have been satisfied and
payment has been made, and to highlight the risks to unit holders
in
this regard.  We note that all conditions, other than those
dependent
upon the receipt of necessary government approvals, must be
satisfied
or waived prior to expiration of the offer and that you may not
accept the tendered securities until the expiration of the offer.
3. We note your disclosure in the last paragraph of this letter
that
you may amend the offer in any respect "at any time and from time
to
time."  Please revise the disclosure here and on page 14 to state
that if you amend the terms of the offer, you will do so prior to
the
expiration of the offer and will extend the offer as required, if
applicable.

Summary Term Sheet

Will the partnership continue as a public company?, Page 6
4. Please describe the material "other protections" a
deregistration
may effect as stated in at the end of the answer to this question.

Introduction - Establishment of the Offer Price, page 8
5. For future filings, please note that the Commission`s new
address
is 100 F Street, N.E., Washington, D.C. 20549.
6. Refer to the liquidation analysis table on page 10.  Please
explain the line-item regarding the distributions from the Kmart
property sale and tell us the source of this information.  Has the
partnership disclosed that it would make a distribution from that
sale?  Has the partnership stated the amount of the distribution?

Acceptance for payment, page 12
7. We note that you will effect payment for tendered securities
following the expiration date and upon confirmation that the
general
partner will recognize the change of address for distributions and
correspondence on the units.  It appears that this is an
additional
condition of the offer.  Please revise the offer to describe this
condition in the conditions section.  In addition, please clarify
that this condition will be satisfied or waived prior to
expiration
of the offer.

Withdrawal Rights, page 14
8. Please reconcile your disclosure in this section that
securities
tendered but not accepted by October 1, 2005 may be withdrawn with
the disclosure on page 6, under the caption "Until what time can I
withdraw previously tendered units?", that such a withdrawal may
be
made on September 23, 2005.

Extension of Tender Period; Termination; Amendment, page 14
9. Revise your definition of "business day" to be consistent with
Rule 14d-1(g)(3).

Effects of the Offer, page 18
10. We note your disclosure that you do not believe the
partnership
agreement should restrict transfers of securities pursuant to the
offer.  Please clarify whether this is an opinion or a statement
of
fact.  Also, disclose the basis for your disclosure.
11. We note your disclosure that if you acquire a significant
number
of the securities sought in the tender offer, you may have a
controlling voting interest in matters submitted to a limited
partner
vote.  Given that you could obtain approximately 24% of the units
if
all units sought were tendered, please clarify how this interest
might impact voting in matters submitted to a limited partner
vote.

Conditions to the Offer, page 20
12. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied.  With this in mind, please revise paragraph
(a)(iv), which conditions the offer on whether the contemplated
benefits the company may enjoy from the offer suffer a material
diminution.  Please revise to describe the benefits of the offer
to
you so that security holders will have the ability to objectively
determine whether the condition has been triggered.
Alternatively,
please revise your cross-reference to make it more specific.

Schedule I
13. We note your statement that priority in the allocation of
tendered securities among the purchasers will be given to
purchasers
"which already hold Units."  Given your disclosure elsewhere in
the
offer document that none of the bidders hold any partnership
securities, please revise to clarify the meaning of the cited
disclosure.

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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the offerors acknowledging that:

* the offerors are responsible for the adequacy and accuracy of
the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the offerors may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      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.
August 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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