SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

CENTURY PROPERTIES FUND XVII

(Name of Subject Company)

CENTURY PROPERTIES FUND XVII

(Name of Person(s) Filing Statement)

Units of Limited Partnership Interests

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place

Greenville, South Carolina 29602

(864) 239-1000

(Name, Address, and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	ITEM 1. SUBJECT COMPANY INFORMATION
	ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 4. SOLICITATION OR RECOMMENDATION
	ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 8. ADDITIONAL INFORMATION
	ITEM 9. EXHIBITS
SIGNATURE
Letter to the Unit Holders of the Partnership

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF-NY 2006, LLC, MP Falcon Growth Fund 2, LLC, MPF Income Fund 22, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 12, LLC, MPF Acquisition Co. 3, LLC, MacKenzie Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MPF DeWaay Fund 3, LLC, MPF DeWaay Fund 4, LLC and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”), to purchase up to 7,500 units of limited partnership interest (“Units”) of Century Properties Fund XVII, a California limited partnership, at a price of $300.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between November 22, 2006 and December 29, 2006 or such other date to which the offer may be extended. The offer to purchase Units is being made pursuant to an Offer to Purchase, dated as of November 22, 2006 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2006.

ITEM 1. SUBJECT COMPANY INFORMATION.

     (a) The name of the subject company is Century Properties Fund XVII (the “Partnership”). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.

     (b) The title of the class of equity securities to which this Schedule 14D-9 relates is the units of limited partnership interest of the Partnership. As of September 30, 2006, 75,000 Units were outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

     (a) This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership’s general partner is Fox Partners, a California general partnership (the “General Partner”). The Partnership’s business address and telephone number are set forth in Item 1 above.

     (d) This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership, at a price of $300.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between November 22, 2006 and December 29, 2006, or such other date to which the offer may be extended. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which was filed with the SEC on November 22, 2006. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of the Offerors is 1640 School Street, Moraga, California 94556.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     (d) The Partnership has no employees and depends on Fox Capital Management Corporation (the “Managing General Partner”), the managing general partner of the Partnership’s 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. The Managing General Partner is an affiliate of Apartment Investment and Management Company (“AIMCO”), a publicly traded real estate investment trust.

          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 $470,000 and $488,000 for the nine months ended September 30, 2006 and 2005, respectively.

          An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $279,000 and $376,000 for the nine months ended September 30, 2006 and 2005, respectively. A portion of these reimbursements for the nine months ended September 30, 2006 and 2005 are reimbursements related to construction management services of approximately $138,000 and $230,000, 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 paid during the nine months ended September 30, 2006 or 2005, as there were no distributions from operations.

          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. During the nine months ended September 30, 2006, an affiliate of the Managing General Partner exceeded this credit limit and advanced the Partnership approximately $325,000 to fund the redevelopment project at The Village in the Woods Apartments and approximately $542,000 to fund operating expenses and capital improvements at four of the Partnership’s investment properties. During the nine months ended September 30, 2005, an affiliate of the Managing General Partner advanced the Partnership approximately $609,000 and $3,019,000 to fund the redevelopment projects at Peakview Place Apartments and The Village in the Woods Apartments, respectively, and approximately $1,438,000 to fund property taxes, capital improvements and operating expenses at four of the Partnership’s investment properties. The redevelopment advances to The Village in the Woods Apartments accrue interest at 10% and all other advances bear interest at the prime rate plus 2% (10.25% at September 30, 2006). Interest expense for the nine months ended September 30, 2006 and 2005 was approximately $456,000 and $408,000, respectively. During the nine months ended September 30, 2006, the Partnership made payments of approximately $8,090,000 on the advances and approximately $1,231,000 in accrued interest from proceeds from the sale of Cooper’s Pond Apartments. No such payments were made to affiliates of the Managing General Partner during the nine months ended September 30, 2005. At September 30, 2006, the total outstanding advances and accrued interest due to an affiliate of the Managing General Partner is approximately $3,306,000.

          The Partnership insures its property 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 nine months ended September 30, 2006 and 2005, the Partnership was charged by AIMCO and its affiliates approximately $372,000 and $213,000, respectively for insurance coverage and fees associated with policy claims administration.

          In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 51,859 Units in the Partnership representing 69.15% of the outstanding Units at September 30, 2006. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and Units in Aimco Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 69.15% of the outstanding Units, AIMCO and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, DeForest Ventures I L.P., from whom AIMCO, through its merger with Insignia Financial Group, Inc., acquired 25,833.5 (approximately 34.45%) of its Units, had agreed for the benefit of third party unitholders, that it would vote such Units: (i) against any increase in compensation payable to the general partner and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unit holders. Except for the foregoing, no other limitations are imposed on AIMCO and its affiliates right to vote each Unit held. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner owes fiduciary duties to both the General Partner and AIMCO as the sole stockholder of the Managing General Partner.

ITEM 4. SOLICITATION OR RECOMMENDATION.

     (a), (b) and (c) The information set forth in the Letter to the Unit holders, dated as of December 5, 2006, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     (a) Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     (b) On October 17, 2006, AIMCO Properties, L.P. acquired five (5) limited partnership Units of the subject company. The acquisition was effected pursuant to a direct purchase at a purchase price of $320.94 per Unit.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (d) Not applicable

ITEM 8. ADDITIONAL INFORMATION.

     (b) The information set forth in the Letter to the Unit holders, dated as of December 5, 2006, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 9. EXHIBITS.

     (a)(2) Letter to the Unit holders of the Partnership, dated December 5, 2006.

     (e) Not applicable.

     (g) Not applicable.

SIGNATURE

     After reasonable 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: December 1, 2006

CENTURY PROPERTIES FUND XVII
	By:	Fox Partners, General Partner
		By:	Fox Capital Management Corporation, Its Managing General Partner
			By:	/s/ Martha L. Long
				Martha L. Long
				Senior Vice President

EX-99.(A)(2)

CENTURY PROPERTIES FUND XVII
c/o Fox Partners
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

December 5, 2006

Dear Limited Partner:

     MPF-NY 2006, LLC, MP Falcon Growth Fund 2, LLC, MPF Income Fund 22, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 12, LLC, MPF Acquisition Co. 3, LLC, MacKenzie Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MPF DeWaay Fund 3, LLC, MPF DeWaay Fund 4, LLC, and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”) initiated an unsolicited tender offer to buy up to 7,500 units of limited partnership interests (the “Units”) in Century Properties Fund XVII (the “Partnership”) on November 22, 2006.

     The Partnership, through its general partner, Fox Partners, is required by the rules of the Securities and Exchange Commission (the “SEC”) to make a recommendation regarding whether you should accept or reject the offer or to state that the Partnership is remaining neutral with respect to the offer. The general partner does not express any opinion, and is remaining neutral, with respect to the MacKenzie Group’s offer because the general partner does not have a reliable indicator of the fair value of the Units. The general partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades. Therefore, the general partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group’s offer.

     We call your attention to the following considerations:

• The MacKenzie Group’s offer to purchase estimates the liquidation value of the Partnership to be approximately $430 per Unit. However, the MacKenzie Group is only offering $300 per Unit. The MacKenzie Group states in its offer that it is making this offer for investment purposes and with the intent of making a profit from the ownership of Units.

• The $300 offer price will be reduced by the amount of any distributions declared or made with respect to the Units between November 22, 2006 and December 29, 2006, or such other date to which its offer may be extended.

• AIMCO Properties, L.P. (“AIMCO Properties”), an affiliate of the general partner, is currently evaluating various investment alternatives with regard to the Partnership. No assurance can be given regarding the timing or amount of any such strategic alternatives for the Partnership, or if any action will be taken at all.

• AIMCO Properties made a tender offer on November 8, 2004, for the purchase of Units at an original purchase price of $258.58 (which was subsequently revised to $320.94) per Unit. The offer was held open through December 28, 2004, and 3,493 units were accepted.

• AIMCO Properties has made the following direct purchases since January 1, 2004:

		Price Per
Year	Units	LP Unit
2004	194	$208.02
2005	378	$320.94
2006 (through October 31)	28	$320.94

• On March 31, 2006, the Partnership sold Cooper’s Pond, a 463-unit apartment complex located in Tampa, Florida, to a third party for a gross sale price of approximately $23,799,000.

• The Partnership’s current investment property consists of four properties: Peakview Place, formerly known as Cherry Creek Gardens, a 295-unit apartment complex located in an unincorporated area of Arapahoe County, Colorado; Creekside, a 328-unit apartment complex located in Denver, Colorado; The Lodge, a 376-unit apartment complex located in Denver, Colorado; and The Village in the Woods, a 530-unit apartment complex located in Cypress, Texas. The general partner is currently reviewing The Village in the Woods property for potential sale. No assurance can be given regarding the timing or amount of a sale, if at all.

• During April 2005, the Partnership began a major redevelopment project at The Village in the Woods in an effort to increase occupancy and become more competitive in the local market. The redevelopment project was completed in July 2006 at a total cost of approximately $5,166,000. During 2003, the Partnership began a major redevelopment project at Peakview Place in an effort to increase occupancy and become more competitive in the local market. The redevelopment project was completed in May 2005 at a total cost of approximately $4,785,000.

• Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum) and The American Partnership Board, which are the only two independent third-party sources from which we currently have information regarding secondary market sales. The gross sales prices reported by these services do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by these services is accurate or complete. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum and The American Partnership Board.

• Set forth below are the high and low sales prices of Units during the years ended December 31, 2006 (through July 31), 2005 and 2004, as reported by Direct Investments Spectrum.

	HIGH		LOW
Year Ended 2004:	$	245.00	$	225.00
Year Ended 2005:	$	300.00	$	240.00
Year Ended 2006 (through July 31):	$	315.00	$	230.00

• Set forth below are the high and low sales prices of Units during the years ended December 31, 2006 (through October 31), 2005 and 2004, as reported by the American Partnership Board.

	HIGH		LOW
Year Ended 2004:	$	245.00	$	236.00
Year Ended 2005:	$	258.12	$	258.12
Year Ended 2006 (through October 31):	$	312.12	$	231.12

• The MacKenzie Group’s offer is limited to 7,500 Units. If more than 7,500 Units are tendered pursuant to the MacKenzie Group’s offer, the MacKenzie Group will accept for purchase 7,500 Units from tendering Unitholders on a pro rata basis. The MacKenzie Group’s offer allows a Unitholder to sell ‘all or none’ of its Units, thereby allowing Unitholders the option to avoid proration if more than 7,500 Units are tendered. A Unitholder who elects to tender its Units but does not elect the ‘all or none’ option may be unable to fully dispose of its investment in the Partnership. The MacKenzie Group states in its offer that the MacKenzie Group and its affiliates do not own any Units directly.

• An increase in the MacKenzie Group’s ownership of Units as a result of the MacKenzie Group’s offer may affect the outcome of Partnership decisions, in that the increase will concentrate ownership of Units. Affected decisions may include any decision in which limited partners unaffiliated with the general partner are given an opportunity to consent or object. In addition, the MacKenzie Group could eventually acquire voting control of the Partnership if it acquires more Units than it is offering to purchase in the current offer.

• The MacKenzie Group’s offer states that you will have the right to withdraw Units tendered in the offer at any time until the MacKenzie Group’s offer has expired. The expiration date is currently December 29, 2006.

• AIMCO Properties and its affiliates, which collectively hold 51,859 Units or approximately 69.15% of the total outstanding Units, do not intend to tender any of their Units in the MacKenzie Group’s offer.

• The MacKenzie Group does not indicate what its specific plans or proposals are regarding future tender offers, however it states that it may make additional tenders for Units at higher prices.

     The general partner urges each investor to carefully consider the foregoing information before tendering his or her Units to the MacKenzie Group.

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the holder of Units may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their interests in the Partnership will have tax consequences that could be adverse.

     To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code. The advice contained in this communication was written to support the promotion or marketing of the transaction or matter addressed by the advice. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

     If you need further information about your options, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602.

Sincerely,


Fox Partners
General Partner