April 19, 2006

Via Facsimile at (925) 631-9119 and U.S. Mail

Chip Patterson, Esq.
MacKenzie Patterson Fuller, L.P.
1640 School Street
Moraga, CA  94556

	Re:	Palmetto Real Estate Trust
Schedule TO-T filed April 7, 2006
Filed by MPF NY-2005, LLC; MPF Flagship Fund 10, LLC; MPF Income
Fund
23, LLC; MPF Dewaay Fund 3, LLC and MacKenzie Patterson Fuller,
L.P.
File No. 005-81717

Dear Mr. Patterson:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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

Offer to Purchase for Cash

	Section 5. Extension of Tender Period; Termination;
Amendment,
page 12
1. See the penultimate paragraph of this discussion, where you
indicate that you may delay payment until the Purchasers receive
the
earlier of the share certificates or confirmation from the Trust
that
you own the shares.  Payment may be delayed in anticipation of
governmental regulatory approvals, but not to effect general
requirements of tender such as these so please revise to remove
these
qualifications upon payment.  If you require delivery of the share
certificates as part of a valid tender, please revise to clarify
this
in your discussion of the "Procedures for Tendering Shares" and in
your Letter of Transmittal, as this requirement is not made
explicit.
Further, clarify the purpose of receiving confirmation from the
Trust
that the tendering shareholder owns the shares. If you will wait
for
this confirmation from the Trust, tell us how you will comply with
your obligation to pay the consideration offered promptly, in
accordance with Rule 14e-1(c).

Closing Comments

      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 all filing persons acknowledging that:

* the bidder is 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 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.

      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.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment 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 your amendment and responses
to
our comments.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

								Sincerely,


								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions
MacKenzie Patterson Fuller, L.P.
April 19, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE