SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   August 23, 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 August 6, 2010
 by MPF Senior Note Program II, LP;
 MPF REIT Fund 1 LLC;   Lapis Investment Business Trust;   Coastal Realty Business Trust; and   Mackenzie Patterson Fuller, LP  File No. 005-80150

Dear Mr. Patterson:

We have reviewed the above-captioned filing and have the following comments.
Where indicated, we think you should revi se the document 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.  Pl ease 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.
The purpose of our review process is to assist you in the compliance with the
applicable disclosure requirements and to e nhance the overall disclosu re 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 e nd of this letter.  All define d terms used here have the
same meaning as in the Offer to Purchase f iled as Exhibit 99(A)(1) to the Schedule TO-T.

Schedule TO

1. MacKenzie Patterson Fuller, LP is list ed as a filing person on the Schedule
TO. Therefore, it must sign the Schedule on its own behalf.  It currently

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP August 23, 2010
Page 2
appears as though its signature appears only on behalf of other bidders, in its capacity as a manager, general part ner or trustee.  Please revise.

Offer to Purchase

2. You appear to be offering to purchase up to 2 million shares of Class B-3, 30,000 shares of Class B-2 and 60,000 sh ares of Class A Common Stock of
the Company in one offer.  However, so me of your disclosure (see bottom of
cover page and the first pa ragraph under Summary Term Sheet) refers to the
purchase of  “up to 2,000,000,  60,000 or 30,000 Shares of Class B-3, B-2 or
A, respectively, for $14.50 per Share, in cas h.”  Further, on the cover page of
the offer materials (first paragraph, to wards the end) you state that you “are
offering to purchase any or all of your  Shares.”  Revise to clarify.

3. Clarify your statement on the cover page that  unless they tender into this offer,
shareholders wishing to sell all of thei r holdings must wait until next year to
do so.  Why is that the case?
 Establishment of the Offer Price

4. Please confirm that the information in this section concerning recent prices
paid per share constitutes all of the information available to you with respect
to those prices, rather than  selected quotations.  If the information represents
only selected quotations, revise your disc losure to provide the full range of
prices.

* * *
Closing Comments

Please amend your Schedule TO in response to these comments.  You may wish to
provide us with marked copies of the amended filing to expedite our review.  Please furnish
a cover letter with your 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 ha ve additional comments after reviewing your
amended filing and respon ses 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
the bidders’ disclosure, they are responsib le for the accuracy a nd adequacy of the
disclosures they have made.

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP August 23, 2010
Page 3
In connection with responding  to our comments, please pr ovide, in writing, a statement
from each bidder 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;
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 your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3267.  In my  absence, contact
Christina Chalk, Senior Special Counsel, at (202) 551-3263.  You may also contact us via
facsimile at (202) 772-9203.  Please send all correspondence to us at  the following ZIP
code:  20549-3628.

        S i n c e r e l y ,
       J u l i a  E .  G r i f f i t h
       S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions