SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 Interest

(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. THE SOLICITATION OR RECOMMENDATION
	ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 8. ADDITIONAL INFORMATION
	ITEM 9. EXHIBITS
SIGNATURE
Letter to the Unit Holders

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 12, LLC; MPF Income Fund 24, LLC; MP Value Fund 5, LLC; MPF Flagship Fund 9, LLC; MPF Acquisition Co. 3, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”), to purchase up to 6,000 units of limited partnership interest (“Units”) of Century Properties Fund XVII, at a price of $325.00 per Unit in cash, less the amount of distributions declared or made between June 20, 2007 and July 26, 2007, the expiration date of the Offerors’ offer, which may be further extended. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of June 20, 2007 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”).

ITEM 1. SUBJECT COMPANY INFORMATION.

     The name of the subject company is Century Properties Fund XVII, a California limited partnership (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.

     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 June 21, 2007, 75,000 Units were outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

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

     This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership in cash, at a price of $325.00 per Unit, less the amount of distributions declared or made between June 20, 2007 and July 26, 2007, the expiration date of the Offerors’ offer, which may be further 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 June 20, 2007. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556.

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

     The Partnership has no employees and depends on a general partner of the General Partner, Fox Capital Management Corporation (the “Managing General Partner”), and its affiliates for the management and administration of all partnership activities. The Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) provides for certain payments to affiliates for services and as 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 $152,000 and $184,000 during the three months ended March 31, 2007 and 2006, respectively, and approximately $624,000 and $673,000 for the years ended December 31, 2006 and 2005 respectively.

     An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $74,000 and $108,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $365,000 and $505,000 for the years ended December 31, 2006 and 2005, respectively. A portion of these reimbursements are for construction management services provided by an affiliate of the Managing General Partner in the amount of approximately $27,000 and $61,000 for the three months ended March 31, 2007 and 2006 respectively, and approximately $167,000 and $312,000 for the year ended December 31, 2006 and 2005, 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. No such fees were earned or paid during three months ended March 31, 2007 and 2006 or the years ended December 31, 2006 or 2005, as there were no distributions from operations during those periods.

     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 year ended December 31, 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 year ended December 31, 2005, an affiliate of the Managing General Partner advanced approximately $609,000 and $3,409,000 to fund the redevelopment projects at Peakview Place Apartments and The Village in the Woods Apartments, respectively, and approximately $2,087,000 to fund property taxes, capital improvements and operating expenses at all of the Partnership’s investment properties. During the year ended December 31, 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 one of the Partnership’s investment property, Cooper’s Pond Apartments. There were no such payments made during the three months ended March 31, 2007 or the year ended December 31, 2005. The redevelopment advances to The Village in the Woods Apartments accrue interest at 10% and all other advances accrue interest at prime plus 2% (10.25% at March 31, 2007) and interest expense amounted to approximately

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$87,000 and $275,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $542,000 and $665,000 for the years ended December 31, 2006 and 2005, respectively. Total advances and accrued interest of approximately $3,479,000 remain unpaid at March 31, 2007.

     The Partnership insures the Property up to certain limits through coverage provided by an affiliate, Apartment Investment and Management Company (“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 the Property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the three months ended March 31, 2007, the Partnership was charged by AIMCO and its affiliates approximately $376,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2007 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $363,000 and $213,000 for insurance coverage and fees associated with policy claims administration during the years ended December 31, 2006 and 2005, respectively.

     In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 51,859 Units in the Partnership representing 69.15% of the outstanding Units at March 31, 2007. 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, unitholders 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 Managing 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 Managing General Partner owes fiduciary duties to the limited partners of the Partnership, Fox Capital Management Corporation, the managing general partner of the Managing General Partner owes fiduciary duties to both the Managing General Partner and AIMCO as the sole stockholder of Fox Capital Management Corporation, its managing general partner.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of June 29, 2007, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference.

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

     Not applicable.

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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     Not applicable.

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

     Not applicable.

ITEM 8. ADDITIONAL INFORMATION.

     The information set forth in the Letter to the Unit holders, dated as of June 29, 2007, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference.

ITEM 9. EXHIBITS.

(a)(1)	Letter to the Unit Holders of the Partnership, dated June 29, 2007.
(e)	Not applicable.
(g)	Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 29, 2007

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

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EX-99.(A)(1)

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

June 29, 2007

Dear Limited Partner:

     As you may be aware by now, MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 12, LLC; MPF Income Fund 24, LLC; MP Value Fund 5, LLC; MPF Flagship Fund 9, LLC; MPF Acquisition Co. 3, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; and MacKenzie Patterson Fuller, LP (collectively, the “MPF Group”), initiated an unsolicited tender offer to buy up to 6,000 units of limited partnership interest (“Units”) in Century Properties Fund XVII (the “Partnership”) on June 20, 2007.

     The Partnership, through its managing general partner, Fox Partners, is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to this offer. The managing general partner does not express any opinion, and is remaining neutral, with respect to the MPF Group’s offer because the managing general partner does not have a reliable indicator of the fair value of the Units. The managing 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 managing general partner is remaining neutral and does not express any opinion with respect to the MPF Group’s offer.

     However, we call your attention to the following considerations:

• The $325.00 offer price will be reduced by the amount of any distributions declared or made between June 20, 2007 and July 26, 2007, the expiration date of the MPF Group’s offer, which may be further extended.

• The MPF Group’s offer to purchase estimates the liquidation value of the Partnership to be $366.00 per Unit. However, the MPF Group is only offering $325.00 per Unit.

• The MPF Group intends to make a profit from the purchase of Units at $325.00.

• The MPF Group’s offer is limited to 6,000 Units. If more than 6,000 Units are tendered in the MPF Group’s offer, the MPF Group will accept the Units on a pro rata basis. Therefore, unless the investor selects the “All or None” option, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership.

• As of June 21, 2007, the Partnership has 75,000 outstanding Units. According to its offer, the MPF Group and its affiliates currently own 742 Units in the Partnership representing 0.99% of the outstanding Units. However, our records indicate that entities we believe are affiliated with the MPF Group directly and indirectly owns or controls an aggregate of 688 Units. The MPF Group may be affiliated with other limited partners of the Partnership whose Units are included in their statement of ownership. The MPF Group’s offer to purchase 6,000 Units constitutes 8% of the outstanding Units. Any increase in the MPF Group’s ownership of Units as a result of the MPF 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 managing general partner are given an opportunity to consent or object. In addition, the MPF Group could eventually acquire voting control of the Partnership if they acquire more Units than they are offering to purchase in the current offer.

• AIMCO Properties, L.P. (“Aimco Properties”) and its affiliates, which collectively hold 51,859 Units or approximately 69.15% of the outstanding Units, do not intend to tender any of their Units in the MPF Group’s offer.

• The MPF Group’s offer states that you will have the right to withdraw Units tendered in the offer at any time until the offer has expired.

• 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 managing general partner is currently evaluating a possible sale of The Village in the Woods, however, such property has not yet been listed or marketed for sale. No assurances can be given regarding the timing or amount of a sale, or if any action will be taken at all.

• During the three months ended March 31, 2007, the Partnership completed approximately $49,000 of capital improvements at Peakview Place Apartments, consisting primarily of floor covering replacement. During the three months ended March 31, 2007, the Partnership completed approximately $112,000 of capital improvements at Creekside Apartments, consisting primarily of exterior doors, signage, lighting, water heater and sprinkler system upgrades and floor covering replacement. During the three months ended March 31, 2007, the Partnership completed approximately $72,000 of capital improvements at The Lodge Apartments, consisting primarily of sprinkler system upgrades, heating and cooling upgrades and floor covering replacement. During the three months ended March 31, 2007, the Partnership completed approximately $125,000 of capital improvements at The Village in the Woods Apartments consisting primarily of interior building improvements, kitchen and bathroom upgrades and floor covering replacement.

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

• Since January 1, 2004, Aimco Properties has purchased in private transactions 206 Units at a price of $208.02 per Unit in 2004, 378 Units at a Price of $320.94 per Unit in 2005 and 28 Units at a price of $320.94 in 2006.

• 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 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, 2005 and 2004, as reported by Direct Investments Spectrum (there have been no sales reported by Direct Investments Spectrum during 2007 (through March 31)).

	HIGH		LOW
Year Ended December 31, 2004:	$	245.00	$	225.00
Year Ended December 31, 2005:	$	300.00	$	240.00
Year Ended December 31, 2006:	$	315.00	$	230.00

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¡ Set forth below are the high and low sales prices of Units during the years ended December 31, 2007 (through May 31), 2006, 2005 and 2004, as reported by the American Partnership Board.

	HIGH		LOW
Year Ended December 31, 2004:	$	245.00	$	236.00
Year Ended December 31, 2005:	$	258.12	$	258.12
Year Ended December 31, 2006:	$	312.12	$	231.12
Year Ended December 31, 2007 (through May 31)	$	384.00	$	384.00

• The MPF 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 or direct purchases of Units at higher prices.

     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 limited partner may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss this matter in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at PO Box 2347, Greenville, SC 29602.

Sincerely,

Fox Partners,

Managing General Partner

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