divcaptrtfinalamdmnt.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Amendment No. 2

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

DIVIDEND CAPITAL TOTAL REALTY TRUST, INC.

(Name of Subject Company)

MPF FLAGSHIP FUND 14, LLC; MPF INCOME FUND 26, LLC; MPF NORTHSTAR FUND, LP; MPF FLAGSHIP FUND 15, LLC; MPF PLATINUM FUND, LP; COASTAL REALTY BUSINESS TRUST ; AND MACKENZIE PATTERSON FULLER, LP

(Bidders)

SHARES OF COMMON STOCK

(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. 1024		(925) 631-9100 ext. 1006

(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

	$50,000,000	$5,805.00

*	For purposes of calculating the filing fee only. Assumes the purchase of 10,000,000 Shares at a purchase price equal to $4 per Share 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: $5,805.00
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Patterson Fuller, LP
	Date Filed: September 30, 2011

[]	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 Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF Flagship Fund 14, LLC; MPF Income Fund 26, LLC; MPF Northstar Fund, LP; MPF Flagship Fund 15, LLC; MPF Platinum Fund, LP; Coastal Realty Business Trust (collectively the “Purchasers”) to purchase up to 10,000,000 shares of common stock (the “Shares”) in Dividend Capital Total Realty Trust, Inc. (the “Corporation”), the subject company, at a purchase price equal to $5 per Share, less the amount of any dividends declared or made with respect to the Shares between September 30, 2011 (the “Offer Date”) and November 21, 2011 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 September 30, 2011 (the “Offer to Purchase”) and the related Assignment Form.

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 47,373.697 Shares. Following purchase of all of the tendered Shares, the Purchasers will own an aggregate of approximately 117,677.02 Shares, or approximately 0.06% of the total outstanding Shares. Of the total accepted Shares, 28,955.744 Shares were allocated to MPF Northstar, LP, 9,875.011 Shares were allocated to MPF Income Fund 26, LLC, and 8,542.942 Shares were allocated to MPF Flagship Fund 14, LLC.

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: November 29, 2011

MPF Flagship Fund 14, LLC; MPF Income Fund 26, LLC; MPF Northstar Fund, LP; MPF Flagship Fund 15, LLC; MPF Platinum Fund, LP; Coastal Realty Business Trust

By: MacKenzie Patterson Fuller, LP, Manager/General Partner/Trustee

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

MACKENZIE PATTERSON FULLER, LP

By: /s/ Chip Patterson

Chip Patterson, Senior Vice President