SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   November 3, 2009
 Via Facsimile (925.235.1096) and U.S. Mail

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP 1640 School Street Moraga, California 94556
Re: Piedmont Office Realty Trust, Inc.
 Schedule TO-T filed October 26, 2009 by MPF Dewaay Fund 8, LLC;
MPF REIT Fund 1, LLC; MPF Badger Acquisition Co., LLC; Lemon Creek Operating Partnership, LP; MPF Senior Note Program I And II, LP; SCM Special Fund 2, LP; and Mackenzie Patterson Fuller, LP
 File No. 005-80150

Dear Mr. Patterson:

We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think the Purcha sers should revise the filing in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand the Purc hasers’ disclosure.  After reviewing this
information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.

The purpose of our review process is to assist the Purchasers in the compliance
with the applicable disclosure requirements and to enhance the overa ll disclosure in the
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 number listed at the end of this letter.

Schedule TO

Offer to Purchase

Certain Information Concerning the Purchasers

1. We note disclosure in this section that th e Purchasers reserve the right to transfer
or assign to one or more of their affiliat es the right to purchase all or any portion

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP November 3, 2009
Page 2
of the Shares tendered in the Offer.  Pleas e note that if the Purchasers do so, the
entity to which the right is assigned may need to be added as a filing person on
the Schedule TO-T.  This in turn may nece ssitate an extension of the offer period
and may require the Offer to Purchase to be revised to provide all of the
disclosure required by Schedule TO as to that entity.  Please confirm your understanding in your response letter.
 Miscellaneous

2. The disclosure here states that the Offer is not being made to (nor will tenders be
accepted from or on behalf of) Shareholde rs in any jurisdic tion in which the
making of the Offer or the acceptance ther eof would not be in compliance with
the laws of such jurisdiction.  As you are aware, Exchange Act Rule 14d-10(a)(1) requires that all holders of Shares be permitted to participate in the Offer. This includes holders of Shares located in jurisdictions outside the United States.
While Rule 14d-10(b)(2) permits you to exclude holders of Shares in a U.S. state where the Purchasers are prohibited from  making the Offer, the exception is
limited.  Refer to the interpretive guid ance in section II.G.1. of SEC Release 33-
8957.  Please revise or advise in your response letter as to your authority for
excluding target holders of  Shares not encompassed within Rule 14d-10(b)(2).

* * *

As appropriate, please amend the filing in  response to these comments.  You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with the amended filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing the amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all
material information to investor s.  Since the bidders are in pos session of all facts relating to
their disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from each of the bidders acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy  of the disclosure in
the filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP November 3, 2009 Page 3
and

• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of the filing or in response to our comm ents on the filing.
Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to me at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions