0000950123-11-047360.txt : 20110509 0000950123-11-047360.hdr.sgml : 20110509 20110509155220 ACCESSION NUMBER: 0000950123-11-047360 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20110509 DATE AS OF CHANGE: 20110509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-11137 FILM NUMBER: 11823225 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-A12G 1 d82116e8va12g.htm FORM 8-A12G e8va12g
As filed with the Securities and Exchange Commission on May 9, 2011
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTURY PROPERTIES FUND XVII, LP
(Exact name of Registrant as Specified in its Charter)
     
Delaware   94-2782037
     
(State of Incorporation or
Organization) 		  (I.R.S. Employer Identification No.)
     
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 		  29602
     
(Address of principal executive offices)   (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which
to be so registered   each class is to be registered
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o
  If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. þ
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Units of Limited Partnership Interest
Series B Units of Limited Partnership Interest
(Title of Class)
 
 

 

 

Item 1. Description of Registrant’s Securities to be Registered.
          This Registration Statement relates to Series A Units of limited partnership interest and Series B Units of limited partnership interest, of Century Properties Fund XVII, LP, a Delaware limited partnership (the “Registrant”). A description of the securities to be registered hereunder is set forth under Item 3.03 of the Registrant’s Current Report on Form 8-K, dated May 9, 2011 (filed on May 9, 2011), and such description is incorporated herein by reference.
Item 2. Exhibits.
             
 
    3.1     Certificate of Limited Partnership of Registrant, dated September 18, 2008.
 
            
 
    3.2     Amendment to Certificate of Limited Partnership of Registrant, dated May 9, 2011 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated May 9, 2011 (filed on May 9, 2011)).
 
            
 
    3.3     Amended and Restated Limited Partnership Agreement of Registrant, made as of November 12, 1981, and amended and restated to March 24, 1982 (incorporated herein by reference to Exhibit A to the Registrant’s prospectus dated March 24, 1982 and as thereafter supplemented contained in the Registrant’s Registration Statement on Form S-11 (Reg. No. 2-75411).
 
            
 
    3.4     Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated May 14, 1982.
 
            
 
    3.5     Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated June 29, 1982.
 
            
 
    3.6     Amendment to Amended and Restated Limited Partnership Agreement of Registrant.
 
            
 
    3.7     Amendment to Amended and Restated Limited Partnership Agreement of Registrant.
 
            
 
    3.8     Amendment to Amended and Restated Limited Partnership Agreement of Registrant.
 
            
 
    3.9     Amendment to the Amended and Restated Limited Partnership Agreement of Registrant, dated April 12, 2005.
 
            
 
    3.10     Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated September 18, 2008 (incorporated herein by reference to Exhibit 3.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 (filed on November 14, 2008)).
 
            
 
    3.11     Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated May 9, 2011 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, dated May 9, 2011 (filed on May 9, 2011)).

 

 

SIGNATURE
          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
             
    CENTURY PROPERTIES FUND XVII, LP
 
            
    By:   FOX PARTNERS,
General Partner
 
            
 
      By:   FOX CAPITAL MANAGEMENT
CORPORATION,
Managing General Partner
         
  By:   /s/ Trent A. Johnson    
    Name:   Trent A. Johnson   
    Title:   Vice President and
Assistant General Counsel 		  
 
Date: May 9, 2011

3

 

Exhibit Index
     
Exhibit No.   Description
3.1
  Certificate of Limited Partnership of Registrant, dated September 18, 2008.
 
    
3.2
  Amendment to Certificate of Limited Partnership of Registrant, dated May 9, 2011 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated May 9, 2011 (filed on May 9, 2011)).
 
    
3.3
  Amended and Restated Limited Partnership Agreement of Registrant, made as of November 12, 1981, and amended and restated to March 24, 1982 (incorporated herein by reference to Exhibit A to the Registrant’s prospectus dated March 24, 1982 and as thereafter supplemented contained in the Registrant’s Registration Statement on Form S-11 (Reg. No. 2-75411).
 
    
3.4
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated May 14, 1982.
 
    
3.5
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated June 19, 1982.
 
    
3.6
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant.
 
    
3.7
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant.
 
    
3.8
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant.
 
    
3.9
  Amendment to the Amended and Restated Limited Partnership Agreement of Registrant, dated April 12, 2005.
 
    
3.10
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated September 18, 2008 (incorporated herein by reference to Exhibit 3.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 (filed on November 14, 2008)).
 
    
3.11
  Amendment to Amended and Restated Limited Partnership Agreement of Registrant, dated May 9, 2011 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, dated May 9, 2011 (filed on May 9, 2011)).

4

EX-3.1 2 d82116exv3w1.htm EX-3.1 exv3w1
Exhibit 3.1
CERTIFICATE OF LIMITED PARTNERSHIP
OF
CENTURY PROPERTIES FUND XVII, LP
     The undersigned, being the only general partner of Century Properties Fund XVII, LP, and desiring to form a limited partnership pursuant to the laws of the State of Delaware certifies as follows:
     1. The name of the Limited Partnership is Century Properties Fund XVII, LP (the “Partnership”).
     2. The address of the Partnership’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808.
     3. The name and address of the Partnership’s registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808.
     4. The name and address of the Partnership’s General Partner is Fox Partners, 55 Beattie Place, PO Box 1089, Greenville, South Carolina 29602.
             
    CENTURY PROPERTIES FUND XVII, LP
 
            
    By:   FOX PARTNERS
General Partner
 
            
 
      By:   FOX CAPITAL MANAGEMENT CORPORATION
Managing General Partner
         
  By:   /s/ Martha L. Long    
    Martha L. Long   
    Senior Vice President   
 
Dated: September 18, 2008

 

EX-3.4 3 d82116exv3w4.htm EX-3.4 exv3w4
Exhibit 3.4
EXHIBIT B
Amendment to
Amended and Restated Limited Partnership Agreement
of
Century Properties Fund XVII
On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph 5.4:
     5.5 In the event that, immediately prior to the dissolution and termination of the Partnership, each Limited Partnership Unit Holder has not received an aggregate amount of Distributions (including any amounts to be distributed upon liquidation of the Partnership) which equals or exceeds its Original Invested Capital, the General Partner shall contribute in cash to the Partnership an amount equal to the lesser of: (i) the total amount of Distributions paid by the Partnership to the General Partner pursuant to the General Partner’s 2 percent interest in the Partnership Distributions; or (ii) the amount by which the aggregate amount of the Original Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate amount of Distributions to all Limited Partnership Unit Holders. Any amount contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5 shall be allocated to the Limited Partnership Unit Holders and shall be apportioned among them based on the difference between the Original Invested Capital of each Limited Partnership Unit Holder and the actual Distributions which he has received.
On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3:
     Notwithstanding the foregoing, in the event that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains which would otherwise be allocated to the General Partner will be reallocated to the Limited Partnership Unit Holders to the extent that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5.
Dated: May 14, 1982

 

EX-3.5 4 d82116exv3w5.htm EX-3.5 exv3w5
Exhibit 3.5
EXHIBIT C
Amendment to
Amended and Restated Limited Partnership Agreement
of
Century Properties Fund XVII
     On page 134 of the Prospectus, Paragraph 2.1.3 is supplemented by deleting the words “and from Working Capital Reserve” in the third line of that paragraph.
     On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph 5.4:
     5.5 In the event that, immediately prior to the dissolution and termination of the Partnership, each Limited Partnership Unit Holder has not received an aggregate amount of Distributions (including any amounts to be distributed upon liquidation of the Partnership) which equals or exceeds its Original Invested Capital, the General Partner shall contribute in cash to the Partnership an amount equal to the lesser of: (i) the total amount of Distributions paid by the Partnership to the General Partner pursuant to the General Partner’s 2 percent interest in the Partnership Distributions, or (ii) the amount by which the aggregate amount of the Original Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate amount of Distributions to all Limited Partnership Unit Holders. Any amount contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5 shall be allocated to the Limited Partnership Unit Holders and shall be apportioned among them based on the difference between the Original Invested Capital of each Limited Partnership Unit Holder and the actual Distributions which he has received.
     On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3:
     Notwithstanding the foregoing, in the event that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains which would otherwise be allocated to the General Partner will be reallocated to the Limited Partnership Unit Holders to the extent that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5.
Dated: June 29, 1982

 

EX-3.6 5 d82116exv3w6.htm EX-3.6 exv3w6
Exhibit 3.6
     
 
  EXHIBIT D
 
  Dated: August 2, ____
Amendment to
Amended and Restated Limited Partnership Agreement
of
Century Properties Fund XVII
     On page 134 of the Prospectus, the first line of Paragraph 2.1.1 is supplemented by adding the words “but not limited to” immediately following the word “including”
     On page 134 of the Prospectus, Paragraph 2.1.3 is supplemented by deleting the words “and from Working Capital Reserve” in the third line of that paragraph.
     On page 134 of the Prospectus, the following language is added to Paragraph 2.1.6:
     ... to the extent that the source of such reserve is the Gross Offering Proceeds or Cash From Sales of Refinancing. Cash Available for Distribution shall include cash from Working Capital Reserve to the extent the source of such reserve is from the excess of cash received from operations of the Partnership, including lease payments to the Partnership from sellers of Partnership Properties, over operational cash disbursements including debt service payments, if any, but excluding cash disbursement of Net Proceeds.
     On page 135 of the Prospectus, Paragraph 2.1.10 is supplemented by adding the words “but in no event later than March 29, 1983” at the end of the sentence.
     On page 137 of the Prospectus, the sixth line of Paragraph 2.1.44 is supplemented by adding the words “wholly independent” immediately following the first word.
     On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph 5.4:
     5.5 In the event that, immediately prior to the dissolution and termination of the Partnership, each Limited Partnership Unit Holder has not received an aggregate amount of Distributions (including any amounts to be distributed upon liquidation of the Partnership) which equals or exceeds its Original Invested Capital, the General Partner shall contribute in cash to the Partnership an amount equal to the lesser of: (i) the total amount of Distributions paid by the Partnership to the General Partner pursuant to the General Partner’s 2 percent interest in the Partnership Distributions; or (ii) the amount by which the aggregate amount of the Original Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate amount of Distributions to all Limited Partnership Unit Holders. Any amount contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5 shall be allocated to the Limited Partnership Unit Holders and shall be apportioned among them based on the difference between the Original Invested Capital of each Limited Partnership Unit Holder and the actual Distributions which he has received.
     On page 139 of the Prospectus, Paragraph 6.5 is supplemented by adding the following sentence after the third sentence of that paragraph:
     If an application to become a Limited Partner is rejected, all cash sums contributed by the applicant for the purchase of Limited Partnership Units shall be returned to the applicant forthwith.

Page 1 of 2

 

     On page 139 of the Prospectus, Paragraph 9.2.1 is supplemented by changing the percentages in lines two and four from 82 percent to 84 percent and from 69 percent to 71 percent, respectively.
     On page 140 of the Prospectus, immediately following the second word of the first sentence of Paragraph 9.5.1, the following phrase is added: “provides a substantial amount of the services in the sales effort and”
     On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3.
     Notwithstanding the foregoing, in the event that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains which would otherwise be allocated to the General Partner will be reallocated to the Limited Partnership Unit Holders to the extent that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5.
     On page 148 of the Prospectus, Paragraph 14.6 is supplemented by adding the words, “date and amount of the appraised value,” immediately following the thirteenth word in the first line on that page.
    On page 148 of the Prospectus, the following language is added at the end of the Paragraph 15.1.7:
     ... ; and further provided that the General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the immediate possession or control of the General Partner, and the General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership.
     On page 152 of the Prospectus, Paragraph 15.3.38 is added to read as follows:
     Cause the Partnership to pay, directly or indirectly, a commission or fee (except as subject to the Front-End Fee limitation in Paragraph 9.2) to the General Partner or an Affiliate in connection with the reinvestment or distribution of Cash From Sales or Refinancing.
     On page 154 of the Prospectus, Paragraph 19.1.1 is supplemented by adding the words, “except that the General Partner shall pay such expenses in the event of the voluntary retirement of the General Partner” at the end of the last sentence.

Page 2 of 2

EX-3.7 6 d82116exv3w7.htm EX-3.7 exv3w7
Exhibit 3.7
     
    EXHIBIT E
Dated: August 24, ____
Amendment to
Amended and Restated Limited Partnership Agreement
of
Century Properties Fund XVII
     On page 134 of the Prospectus, the first line of Paragraph 2.1.1 is supplemented by adding the words “but not limited to” immediately following the word “including”.
     On page 134 of the Prospectus, Paragraph 2.1.3 is supplemented by deleting the words “and from Working Capital Reserve” in the third line of that paragraph.
     On page 134 of the Prospectus, the following language is added to Paragraph 2.1.6:
     ... to the extent that the source of such reserve is the Gross Offering Proceeds or Cash From Sales of Refinancing. Cash Available for Distribution shall include cash from Working Capital Reserve to the extent the source of such reserve is from the excess of cash received from operations of the Partnership, including lease payments to the Partnership from sellers of Partnership Properties, over operational cash disbursements including debt service payments, if any, but excluding cash disbursement of Net Proceeds.
     On page 135 of the Prospectus, Paragraph 2.1.10 is supplemented by adding the words “but in no event later than March 29, 1983” at the end of the sentence.
     On page 137 of the Prospectus, the sixth line of Paragraph 2.1.44 is supplemented by adding the words “wholly independent” immediately following the first word.
     On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph 5.4:
     5.5 In the event that, immediately prior to the dissolution and termination of the Partnership, each Limited Partnership Unit Holder has not received an aggregate amount of Distributions (including any amounts to be distributed upon liquidation of the Partnership) which equals or exceeds its Original Invested Capital, the General Partner shall contribute in cash to the Partnership an amount equal to the lesser of: (i) the total amount of Distributions paid by the Partnership to the General Partner pursuant to the General Partner’s 2 percent interest in the Partnership Distributions; or (ii) the amount by which the aggregate amount of the Original Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate amount of Distributions to all Limited Partnership Unit Holders. Any amount contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5 shall be allocated to the Limited Partnership Unit Holders and shall be apportioned among them based on the difference between the Original Invested Capital of each Limited Partnership Unit Holder and the actual Distributions which he has received.
     On page 139 of the Prospectus, Paragraph 6.5 is supplemented by adding the following sentence after the third sentence of that paragraph:
     If an application to become a Limited Partner is rejected, all cash sums contributed by the applicant for the purchase of Limited Partnership Units shall be returned to the applicant forthwith.
     On page 139 of the Prospectus, Paragraph 9.2.1 is supplemented by changing the percentages in lines two and four from 82 percent to 84 percent and from 69 percent to 71 percent, respectively.
     On page 140 of the Prospectus, immediately following the second word of the first sentence of Paragraph 9.5.1, the following phrase is added: “provides a substantial amount of the services in the sales effort and”

Page 1 of 2

 

     On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3:
     Notwithstanding the foregoing, in the event that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains which would otherwise be allocated to the General Partner will be reallocated to the Limited Partnership Unit Holders to the extent that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5.
     On page 148 of the Prospectus, Paragraph 14.6 is supplemented by adding the words, “date and amount of the appraised value,” immediately following the thirteenth word in the first line on that page.
     On page 148 of the Prospectus, the following language is added at the end of the Paragraph 15.1.7:
     ... ; and further provided that the General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the immediate possession or control of the General Partner, and the General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership.
     On page 152 of the Prospectus, Paragraph 15.3.38 is added to read as follows:
     Cause the Partnership to pay, directly or indirectly, a commission or fee (except as subject to the Front-End Fee limitation in Paragraph 9.2) to the General Partner or an Affiliate in connection with the reinvestment or distribution of Cash From Sales or Refinancing.
     On page 154 of the Prospectus, Paragraph 19.1.1 is supplemented by adding the words, “except that the General Partner shall pay such expenses in the event of the voluntary retirement of the General Partner” at the end of the last sentence.

Page 2 of 2

EX-3.8 7 d82116exv3w8.htm EX-3.8 exv3w8
Exhibit 3.8
     
    EXHIBIT F
Dated: September 4, ____
Amendment to
Amended and Restated Limited Partnership Agreement
of
Century Properties Fund XVII
     On page 134 of the Prospectus, the first line of Paragraph 2.1.1 is supplemented by adding the words “but not limited to” immediately following the word “including”.
     On page 134 of the Prospectus, Paragraph 2.1.3 is supplemented by deleting the words “and from Working Capital Reserve” in the third line of that paragraph.
     On page 134 of the Prospectus, the following language is added to Paragraph 2.1.6:
     . . . to the extent that the source of such reserve is the Gross Offering Proceeds or Cash From Sales or Refinancing. Cash Available for Distribution shall include cash from Working Capital Reserve to the extent the source of such reserve is from the excess of cash received from operations of the Partnership, including lease payments to the Partnership from sellers of Partnership Properties, over operational cash disbursements including debt service payments, if any, but excluding cash disbursement of Net Proceeds.
     On page 135 of the Prospectus, Paragraph 2.1.10 is supplemented by adding the words “but in no event later than March 29, 1983” at the end of the sentence.
     On page 137 of the Prospectus, the sixth line of Paragraph 2.1.44 is supplemented by adding the words “wholly independent” immediately following the first word.
     On page 138 of the Prospectus, the following paragraph is added immediately after Paragraph 5.4:
     5.5 In the event that, immediately prior to the dissolution and termination of the Partnership, each Limited Partnership Unit Holder has not received an aggregate amount of Distributions (including any amounts to be distributed upon liquidation of the Partnership) which equals or exceeds its Original Invested Capital, the General Partner shall contribute in cash to the Partnership an amount equal to the lesser of: (i) the total amount of Distributions paid by the Partnership to the General Partner pursuant to the General Partner’s 2 percent interest in the Partnership Distributions; or (ii) the amount by which the aggregate amount of the Original Invested Capital of all Limited Partnership Unit Holders exceeds the aggregate amount of Distributions to all Limited Partnership Unit Holders. Any amount contributed to the Partnership by the General Partner pursuant to this Paragraph 5.5 shall be allocated to the Limited Partnership Unit Holders and shall be apportioned among them based on the difference between the Original Invested Capital of each Limited Partnership Unit Holder and the actual Distributions which he has received.
     On page 139 of the Prospectus, Paragraph 6.5 is supplemented by adding the following sentence after the third sentence of that paragraph:
          If an application to become a Limited Partner is rejected, all cash sums contributed by the applicant for the purchase of Limited Partnership Units shall be returned to the applicant forthwith.
     On page 139 of the Prospectus, Paragraph 9.2.1 is supplemented by changing the percentages in lines two and four from 82 percent to 84 percent and from 69 percent to 71 percent, respectively.
     On page 140 of the Prospectus, immediately following the second word of the first sentence of Paragraph 9.5.1, the following phrase is added: “provides a substantial amount of the services in the sales effort and”
     On page 145 of the Prospectus, the following sentence is added to Paragraph 11.2.3:
     Notwithstanding the foregoing, in the event that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5, gains which would otherwise be allocated to the General Partner will be reallocated to the Limited Partnership Unit Holders to the extent that the General Partner is required to contribute cash to the Partnership pursuant to Paragraph 5.5.

Page 1 of 2

 

     On page 148 of the Prospectus, Paragraph 14.6 is supplemented by adding the words, “date and amount of the appraised value,” immediately following the thirteenth word in the first line on that page.
     On page 148 of the Prospectus, the following language is added at the end of Paragraph 15.1.7:
     . . . ; and further provided that the General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the immediate possession or control of the General Partner, and the General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership.

Page 2 of 2

EX-3.9 8 d82116exv3w9.htm EX-3.9 exv3w9
Exhibit 3.9
CENTURY PROPERTIES FUND XVII
AMENDMENT TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
     This AMENDMENT (this “Amendment”) dated as of April 12, 2005, to the AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Partnership Agreement”) of CENTURY PROPERTIES FUND XVII, a California limited partnership (the “Partnership”), is entered into by the undersigned.
WITNESSETH:
     WHEREAS, pursuant to Section 16.2.5 of the Partnership Agreement, Limited Partners who own more than 50% of the Total Outstanding Units have consented in writing to this Amendment to the Partnership Agreement; and
     WHEREAS, pursuant to the Partnership Agreement the General Partner may execute this Amendment to the Partnership Agreement on behalf of the Partnership and the Limited Partners;
     NOW, THEREFORE, the parties agree as follows:
     1. Section 4.3 of the Partnership Agreement is hereby amended to read in its entirety as follows:
      “The Partnership will commence, on the date of filing of the certificate of limited partnership for the Partnership and will continue until December 31, 2021, unless previously terminated in accordance with the provisions of this Partnership Agreement.”
     2. Except as amended and modified by this Amendment, all other terms of the Partnership Agreement shall remain unchanged.
     3. This Amendment shall be governed by and construed as to validity, enforcement, interpretations, construction, effect and in all other respects by the internal laws of the State of California.
     4. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.

 

 

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and their respective signatures to be hereunto affixed and attested, all as of the day and year first above written.
         
  General Partner

Fox Partners
 		  
  By:   Fox Capital Management Corporation, its
Managing General Partner  		  
     
  By:   /s/ Martha L. Long    
    Name:   Martha L. Long   
    Title:   Senior Vice President   
 
  Limited Partners
 		  
  By:   Fox Partners, as attorney-in fact pursuant to the power of attorney provided in Section 20 of the Partnership Agreement    
         
  By:   Fox Capital Management Corporation, its Managing General Partner    
     
  By:   /s/ Martha L. Long    
    Name:   Martha L. Long   
    Title:   Senior Vice President