10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q/A

 Amendment No. 1

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission file number 0-11137

CENTURY PROPERTIES FUND XVII, LP

(Exact name of registrant as specified in its charter)

Delaware	94-2782037
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes  [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

Explanatory Note

This Form 10-Q/A amends the Quarterly Report on Form 10-Q of Century Properties Fund XVII, LP for the quarter ended June 30, 2011 filed on August 12, 2011 (the “Form 10-Q”) for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections.

ITEM 6.     EXHIBITS

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q/A contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q/A not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q/A and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CENTURY PROPERTIES FUND XVII, LP
	By:   Fox Partners
	General Partner
	By:   Fox Capital Management Corporation
	Managing General Partner
Date: September 28, 2011	By:   /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President
Date: September 28, 2011	By:   /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director of Partnership Accounting

CENTURY PROPERTIES FUND XVII, LP

EXHIBIT INDEX

 Exhibit Number   Description of Exhibit

2.5              Master Indemnity Agreement incorporated by reference to Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995.

3.1              Amendment to Certificate of Limited Partnership of Registrant, dated May 9, 2011, incorporated by reference to the Registrant’s Current Report on Form 8-K, dated May 9, 2011.

3.4              Agreement of Limited Partnership incorporated by reference to Exhibit A to the Prospectus of the Registrant dated March 29, 1982 and as thereafter supplemented contained in the Registrant's Registration Statement on Form S-11 (Reg. No. 2-75411).

3.5              Certificate of Merger of Century Properties Fund, XVII into Century Properties Fund XVII, LP, dated October 29, 2008, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

3.6              Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated September 18, 2008, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

3.7              Amendment to the Amended and Restated Limited Partnership Agreement of Registrant, dated May 9, 2011, incorporated by reference to the Registrant’s Current Report on Form 8-K, dated May 9, 2011.

10.1             Agreement and Plan of Merger, dated July 28, 2011, by and among Century Properties XVII, LP, AIMCO Properties, L.P. and AIMCO CPF XVII Merger Sub LLC. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated July 28, 2011).

10.2             Multifamily Note dated January 27, 2000, by and between Century Properties Fund XVII, a California limited partnership, and GMAC Commercial Mortgage Corporation, a California Corporation; incorporated by reference to the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999.

10.10            Multifamily Note dated August 31, 2007 between Apartment CCG 17, L.P., a California limited partnership, and Capmark Bank, a Utah industrial bank, and incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 31, 2007.

10.11            Amended and Restated Multifamily Note dated August 31, 2007 between Apartment CCG 17, L.P., a California limited partnership, and Federal Home Loan Mortgage Corporation, and incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 31, 2007.

10.12            Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 25, 2008 between Capmark Bank and Century Properties Fund XVII, a California limited partnership, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2008. 

10.13            Multifamily Note dated June 25, 2008 between Capmark Bank and Century Properties XVII, a California limited partnership, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2008.

10.14            Multifamily Deed of Trust, Assignment of Rents and Security Agreement dated June 30, 2008 between Keycorp Real Estate Capital Markets, Inc. and Apartment Lodge 17A LLC, a Colorado limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 2008.

10.15            Multifamily Note dated June 30, 2008 between Keycorp Real Estate Capital Markets, Inc. and Apartment Lodge 17A LLC, a Colorado limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 2008.

10.18            Amended and Restated Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Recast Transaction) dated June 25, 2008 between Century Properties Fund XVII, a California limited partnership, and Federal Home Loan Mortgage Corporation, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008.

10.19            Amended and Restated Multifamily Note (Recast Transaction) dated June 25, 2008 between Century Properties Fund XVII, a California limited partnership, and Federal Home Loan Mortgage Corporation, incorporated by reference to the Registrant’s Quarterly Report Form 10-Q for the quarterly period ended June 30, 2008.

10.21            Multifamily Note dated May 2, 2011 between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, and CPF Creekside, LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 2, 2011.

10.22            Purchase and Sale Contract between Apartment Lodge 17A LLC, a Colorado limited liability company, and FF Realty LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 23, 2011.

10.23            First Amendment to Purchase and Sale Contract between Apartment Lodge 17A LLC, a Colorado limited liability company, and FF Realty LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 3, 2011.

10.24            Second Amendment of Purchase and Sale Contract between Apartment Lodge 17A LLC, a Colorado limited liability company, and FF Realty LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 1, 2011.

31.1*            Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

31.2*            Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*            Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**        XBRL Instance Document

101.SCH**        XBRL Taxonomy Extension Schema Document

101.CAL**        XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**        XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**        XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF**        XBRL Taxonomy Extension Definition Linkbase Document

* Previously filed or furnished with Century Properties Fund XVII, LP’s Form 10-Q filed on August 12, 2011.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenues:
Rental income	$ 2,199	$ 2,192	$ 4,423	$ 4,395
Other income	313	321	599	592
Total revenues	2,512	2,513	5,022	4,987
Expenses:
Operating	1,052	1,044	2,083	2,099
General and administrative	99	110	197	210
Depreciation	657	780	1,325	1,571
Interest	872	877	1,747	1,749
Property taxes	184	182	368	366
Loss on early extinguishment of debt	960	0	960	0
Total expenses	3,824	2,993	6,680	5,995
Loss from continuing operations	(1,312)	(480)	(1,658)	(1,008)
Income (loss) from discontinued operations	(30)	(94)	265	(180)
Net loss	(1,342)	(574)	(1,393)	(1,188)
Net loss allocated to general partner	(158)	(68)	(164)	(140)
Net loss allocated to limited partners	(978)	(506)	(1,023)	(1,048)
Net loss allocated to Series A unit holders	(162)	0	(162)	0
Net loss allocated to Series B unit holders	$ (44)	$ 0	$ (44)	$ 0
Net loss per limited partnership unit total	$ (15.79)	$ (6.75)	$ (16.39)	$ (13.97)
Per limited partnership unit info by series:
Loss from continuing operations per limited partnership unit	$ (13.07)	$ (5.64)	$ (17.15)	$ (11.85)
Income (loss) from discontinued operations per limited partnership unit	$ 0.03	$ (1.11)	$ 3.51	$ (2.12)
Series A - Per Limited Partnership Interest
Per limited partnership unit info by series:
Loss from continuing operations per limited partnership unit	$ (2.16)		$ (2.16)
Series B - Per Limited Partnership Interest
Per limited partnership unit info by series:
Loss from continuing operations per limited partnership unit	$ (0.20)		$ (0.20)
Income (loss) from discontinued operations per limited partnership unit	$ (0.39)		$ (0.39)

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Consolidated Statement of Shareholders Equity (Deficit) (Unaudited) (USD $) In Thousands	Total	General Partner	Limited Partners	Limited Partners Series A	Limited Partners Series B	Limited Partners Subtotal
Partners' deficit, beginning balance at Dec. 31, 2010	$ (43,282)	$ (9,322)	$ (33,960)	$ 0	$ 0	$ (33,960)
Net loss for the period January 1, 2011 through May 9, 2011	(1,159)	(136)	(1,023)	0	0	(1,023)
Partners' deficit at May 9, 2011	(44,441)	(9,458)	(34,983)	0	0	(34,983)
Allocation of Units	0	0	34,983	(28,343)	(6,640)	0
Net loss for the period May 10, 2011 through June 30, 2011	(234)	(28)	0	(162)	(44)	(206)
Partners' deficit, ending balance at Jun. 30, 2011	$ (44,675)	$ (9,486)	$ 0	$ (28,505)	$ (6,684)	$ (35,189)

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	CENTURY PROPERTIES FUND XVII
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000356472
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	75,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Related Party Disclosures

6 Months Ended

Jun. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

Note B – Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. 

Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $324,000 and $316,000 for the six months ended June 30, 2011 and 2010, respectively, which are included in operating expenses and income (loss) from discontinued operations.

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $125,000 and $196,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in general and administrative expenses, investment properties and assets held for sale. The portion of these reimbursements included in investment properties and assets held for sale for the six months ended June 30, 2011 and 2010 are construction management services provided by an affiliate of the Managing General Partner of approximately $46,000 and $110,000, respectively.

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. There were no Partnership management fees earned or paid during the six months ended June 30, 2011 or 2010, as there were no distributions from operations.

AIMCO Properties, L.P., an affiliate of the Managing General Partner, has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. Prior to 2010, AIMCO Properties, L.P. exceeded this credit limit. During the six months ended June 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $115,000 to fund real estate taxes at The Village in the Woods Apartments, approximately $275,000 to fund a mortgage refinancing commitment fee related to Creekside Apartments, approximately $2,325,000 to facilitate the refinancing of the mortgage encumbering Creekside Apartments (see Note D) and approximately $33,000 to fund capital improvements at Peakview Place Apartments and Creekside Apartments. During the six months ended June 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $191,000 to fund real estate taxes at The Village in the Woods Apartments and approximately $543,000 to fund operating expenses and capital improvements at Creekside Apartments, The Village in the Woods Apartments and Hampden Heights Apartments. The advances bear interest at the prime rate plus 1% or 2% (4.25% or 5.25% at June 30, 2011). Interest expense for the six months ended June 30, 2011 and 2010 was approximately $121,000 and $88,000, respectively. During the six months ended June 30, 2011, the Partnership made payments of approximately $509,000 on the advances and associated accrued interest. No such payments were made during the six months ended June 30, 2010. At June 30, 2011 and December 31, 2010, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $6,144,000 and $3,784,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to June 30, 2011, the Partnership made payments of approximately $1,005,000 on the advances and associated accrued interest from proceeds from the sale of Hampden Heights Apartments.

The Partnership insures its properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner.  During the six months ended June 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $195,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year.  The Partnership was charged by Aimco and its affiliates approximately $342,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

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Commitment and Contingencies

6 Months Ended

Jun. 30, 2011

Commitment and Contingencies

Commitments and Contingencies Disclosure [Text Block]

Note F – Contingencies

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be responsible for environmental liabilities or costs associated with its properties.

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Subsequent Events

6 Months Ended

Jun. 30, 2011

Subsequent Events

Subsequent Events [Text Block]

Note H – Subsequent Events

On July 22, 2011, the Partnership sold Hampden Heights Apartments to a third party for a gross sale price of $22,750,000. The net proceeds realized by the Partnership were approximately $22,482,000 after payment of closing costs of approximately $268,000. The Partnership used approximately $13,522,000 of the net proceeds to repay the mortgage encumbering the property. As a result of the sale, the Partnership expects to record a gain of approximately $17,865,000 during the third quarter of 2011. In addition, the Partnership expects to record a loss on the early extinguishment of debt of approximately $1,423,000 due to the write off of unamortized loan costs and a prepayment penalty during the third quarter of 2011.

Subsequent to June 30, 2011, the Partnership distributed approximately $7,400,000 (approximately $7,252,000 to the Series B unit holders, or $96.69 per Series B unit) from proceeds from the sale of Hampden Heights Apartments.

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Organization, Consolidation and Presentation of Financial Statements

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Century Properties Fund XVII, LP (the "Partnership" or the "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Fox Partners, a California general partnership, is the general partner of the Partnership (the “General Partner”). The general partners of Fox Partners are Fox Capital Management Corporation (“FCMC” or the “Managing General Partner"), Fox Realty Investors (“FRI”), and CPF XVII, LLC. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included.  Operating results for the three and six month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The consolidated balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The Managing General Partner and the general partner of FRI are affiliates of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

On May 23, 2011, the Partnership entered into a sale contract with a third party to sell Hampden Heights Apartments for a purchase price of $22,750,000. The sale closed on July 22, 2011 (as discussed in Note H). The Partnership determined that the held for sale criteria were met as of June 30, 2011 and therefore reports the assets and liabilities of Hampden Heights Apartments as held for sale and its operations as discontinued operations. Accordingly, the accompanying consolidated statements of operations for the three and six months ended June 30, 2010 have been restated to reflect the operations of Hampden Heights Apartments as discontinued operations and the accompanying consolidated balance sheet as of December 31, 2010 has also been restated to reflect the respective assets and liabilities of Hampden Heights Apartments as held for sale.

The following table presents summarized results of operations of Hampden Heights Apartments for the three and six months ended June 30, 2011 and 2010 (in thousands):

	Three Months Ended June 30, 2011	Three Months Ended June 30, 2010
Revenues	$   738	$    716
Expenses	(768)	(810)
Loss from discontinued operations	$   (30)	$    (94)

	Six Months Ended June 30, 2011	Six Months Ended June 30,  2010
Revenues	$  1,471	$  1,415
Expenses	(1,548)	(1,595)
Casualty gain	342	--
Income (loss) from discontinued operations	$    265	$   (180)

Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

Organization: On May 9, 2011, the General Partner amended the Partnership’s certificate of limited partnership and the Partnership Agreement to establish and convert the Partnership’s existing partnership interests into two separate series of partnership interests that have separate rights with respect to specified Partnership property.  Effective as of the close of business on May 9, 2011 (the “Establishment Date”), each then outstanding interest of the General Partner of the Partnership was converted into one Series A GP Interest and one Series B GP Interest and each then outstanding unit of limited partnership interest in the Partnership was converted into one Series A Unit and one Series B Unit.  The Series A GP Interest and the Series A Units are collectively referred to as the “Series A Interests”, and the Series B GP Interest and the Series B Units are collectively referred to as the “Series B Interests”. Except as described below, the Series A Interests and the Series B Interests entitle the holders thereof to the same rights as the holders of partnership interests had prior to the Establishment Date.

From and after the Establishment Date, the Series A Interests will be entitled to all of the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Interests (as defined below), including, but not limited to, all profits, losses and distributions from such entities.

From and after the Establishment Date, the Series B Interests will be entitled to all of the Partnership’s interest in Hampden Heights Apartments (the “Series B Interests”), including, but not limited to, all profits, losses and distributions from Hampden Heights Apartments.

On July 28, 2011, the Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties, L.P.”), and AIMCO CPF XVII Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Partnership will be merged with and into CPF XVII, with CPF XVII as the surviving entity.

In the merger, each Series A unit of limited partnership interest (each, a “Series A Unit”) of the Partnership outstanding immediately prior to the consummation of the merger (other than Series A Units held by limited partners who perfect their appraisal rights pursuant to the Merger Agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $311.18 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $311.18 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger (the “OP Unit Consideration”). However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Series A Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

In the merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Series A Units of CPF XVII. As a result, after the merger, AIMCO Properties, L.P. will own all of the outstanding Series A Units. The Series B units of limited partnership interest of the Partnership will not be affected by the merger and will remain outstanding following consummation of the merger. Fox Partners will continue to be the general partner of CPF XVII after the merger, and the Partnership’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger.

Completion of the merger is subject to certain conditions, including approval by a majority in interest of the limited partners holding Series A Units. As of July 21, 2011, the Partnership had issued and outstanding 75,000 Series A Units, and AIMCO Properties, L.P. and its affiliates owned 52,866 of those Series A Units, or approximately 70.49% of the number of outstanding Series A Units. 25,833.5 of the Series A Units owned by AIMCO IPLP, L.P., an affiliate of Fox Partners and of AIMCO Properties, L.P., are subject to a voting restriction, which requires such Series A Units to be voted in proportion to the votes cast with respect to Series A Units not subject to this voting restriction. AIMCO Properties, L.P. and its affiliates have indicated that they will vote all of their Series A Units that are not subject to the voting restriction described above (27,032.5 or approximately 36.04% of the outstanding Series A Units) in favor of the merger. As a result, AIMCO Properties, L.P. and its affiliates will vote a total of 41,236 Series A Units, or approximately 54.98% of the outstanding Series A Units and have indicated that they intend to take action by written consent to approve the merger.

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Debt

6 Months Ended

Jun. 30, 2011

Debt

Debt Disclosure [Text Block]

Note D – Mortgage Financing

On May 2, 2011, the Partnership refinanced the mortgage encumbering Creekside Apartments.  The refinancing resulted in the replacement of the existing mortgage loan, which at the time of refinancing had a principal balance of approximately $14,087,000, with a new mortgage loan in the principal amount of $12,869,000. The new loan bears interest at a rate of 5.59% per annum and requires monthly payments of principal and interest of approximately $74,000 beginning on July 1, 2011, through the June 1, 2021 maturity date.  The new mortgage loan has a balloon payment of approximately $10,673,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. The Partnership recorded a loss on the early extinguishment of debt of approximately $960,000, as a result of the write off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the existing mortgage. Total capitalized loan costs associated with the new mortgage were approximately $148,000 and are included in other assets.

In connection with the refinancing, the Partnership received an advance of approximately $2,325,000 from AIMCO Properties, L.P. This advance and proceeds from the new mortgage loan were then used to pay in full the existing mortgage debt encumbering Creekside Apartments, including a prepayment penalty of approximately $873,000. This advance is unsecured and bears interest at a rate of prime plus 2.00%.

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Extraordinary and Unusual Items

6 Months Ended

Jun. 30, 2011

Extraordinary and Unusual Items

Unusual or Infrequent Items Disclosure [Text Block]

Note C – Casualty Event

In June 2009, Hampden Heights Apartments sustained damages of approximately $680,000 from a hail storm to one of its apartment buildings. During 2009, the Partnership recognized a casualty gain of approximately $294,000 as a result of the receipt of insurance proceeds of approximately $318,000 which were held by the mortgage lender at December 31, 2009 and released to the Partnership during the fourth quarter of 2010, offset by the write off of undepreciated damaged assets of approximately $24,000. During the fourth quarter of 2010, the Partnership removed approximately $10,000 of undepreciated damaged assets and recorded a corresponding receivable for the estimated insurance proceeds. During the six months ended June 30, 2011, the Partnership recognized an additional casualty gain of approximately $342,000, which is included in income (loss) from discontinued operations, as a result of the receipt of additional insurance proceeds of approximately $352,000, offset by the write off of undepreciated damaged assets.

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Fair Value Measures and Disclosures

6 Months Ended

Jun. 30, 2011

Fair Value Measures and Disclosures

Fair Value Disclosures [Text Block]

Note E – Fair Value of Financial Instruments

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable.  At June 30, 2011, the fair value of the Partnership's mortgage notes payable, including the mortgage encumbering Hampden Heights Apartments, at the Partnership's incremental borrowing rate was approximately $64,846,000.

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net loss	$ (1,393)	$ (1,188)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	1,759	2,022
Amortization of loan costs	37	41
Loss on early extinguishment of debt	960
Casualty gain	(342)
Change in accounts:
Receivables and deposits	81	(7)
Other assets	(178)	(151)
Accounts payable	54	(7)
Tenant security deposit liabilities	(6)	42
Accrued property taxes	(306)	(340)
Other liabilities	(62)	(160)
Due to affiliates	114	43
Net cash provided by operating activities	718	295
Cash flows used in investing activities:
Property improvements and replacements	(693)	(802)
Insurance proceeds received	352
Net cash used in investing activities	(341)	(802)
Cash flows from financing activities:
Repayment of mortgage note payable	(14,087)
Proceeds from mortgage note payable	12,869
Payments on mortgage notes payable	(362)	(362)
Advances from affiliate	2,748	734
Repayment of advances from affiliate	(502)
Prepayment penalty paid	(873)
Loan costs paid	(148)
Net cash provided by (used in) financing activities	(355)	372
Net increase (decrease) in cash and cash equivalents	22	(135)
Cash and cash equivalents at beginning of period	489	269
Cash and cash equivalents at end of period	511	134
Supplemental disclosure of cash flow information:
Cash paid for interest	2,062	2,043
Supplemental disclosure of non-cash flow activity:
Property improvements and replacements included in accounts payable	$ 464	$ 30

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Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2011

Property, Plant, and Equipment

Property, Plant, and Equipment, Additional Disclosures

Note G – Investment Property

During the three months ended June 30, 2011, the Partnership retired and wrote off personal property no longer being used that had a cost basis of approximately $9,370,000 and accumulated depreciation of approximately $9,370,000.

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 511	$ 489
Receivables and deposits	344	428
Other assets	774	559
Investment properties:
Land	4,186	4,186
Buildings and related personal property	55,126	61,383
Total investment property	59,312	65,569
Less accumulated depreciation	(45,209)	(50,984)
Investment property, net	14,103	14,585
Assets held for sale	6,057	6,438
Total assets	21,789	22,499
Liabilities
Accounts payable	784	507
Tenant security deposit liabilities	305	304
Accrued property taxes	356	626
Other liabilities	614	676
Due to affiliates	6,144	3,784
Mortgage notes payable	44,494	45,974
Liabilities related to assets held for sale	13,767	13,910
Total liabilities	66,464	65,781
Partners' Deficit
General partner	(9,486)	(9,322)
Limited partners	(35,189)	(33,960)
Total partners' deficit	(44,675)	(43,282)
Total liabilities and partners' deficit	$ 21,789	$ 22,499