SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   September 21, 2010

Via Facsimile and U.S. Mail

Chip Patterson, Esq. MacKenzie Patterson Fuller, LP 1640 School Street Moraga, CA 94556
Re: Whitestone REIT
 Schedule TO-T filed by MPF Dewaay Fund et al.
Filed on September 17, 2010
 File No. 5-84834

Dear Mr. Patterson:

We have limited our review of the filing to  those issues we have addressed in our
comments.  In some of our co mments, we may ask you to prov ide us with information so
we may better understand your disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advising us when you will pr ovide the requested resp onse.  If you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f iling and the information you provide in
response to these comments, we may have additional comments.

Offer to Purchase

General

1. Please advise us as to how the offer documents were disseminated.  Refer to Rule 14d-4.

What does the Corporation think of the Offer?

2. We note that you state that “the Corporat ion may be expected to respond with the
Corporation’s position on the offer in th e next two weeks.”  Please revise to
clarify that the target is required to ma ke a recommendation to security holders
regarding the offer within 10 business da ys of commencement.  Refer to Rule
14e-2.

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP September 21, 2010
Page 2

What is the market value of my shares?

3. Please revise to include in a tabular format the trading price information for the Class A common shares, which were prev iously called the common shares of
beneficial interest, for the past two year s.  Refer to Item 1002(c) of Regulation M-
A.

Establishment of the Offer Price

4. Please revise to summarize in a tabular format how the offer price of $8 was
determined. It appears that  you started with the net ta ngible book value of the
target’s real estate assets, applied a liquidity discount and subtracted costs.  If the
bidders prepared a valuation for the REIT or used the target’s valuations, please
disclose the values along with the base s for the values.  Please disclose any
liquidation value that was calculated.   Refer to Section III.B.1 of the
Commission’s Guidance on Mini-Tender Offers and Limited Partnership Tender Offers, Release No. 34-43069.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the bidders
are in possession of all facts relating to th e disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provide a written statement from each bidder acknowledging that:
‚ the bidder is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the bidder 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.

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP September 21, 2010 Page 3
Please direct any questions to me at (202) 551-3411.  You may also contact me
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 ,            Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions