UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For the Quarter Ended: March 31, 2007
Commission file number: 0-17467
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
(Exact Name of Small Business Issuer as Specified in its Charter)
State of Minnesota 41-1603719
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101
(Address of Principal Executive Offices)
(651) 227-7333
(Issuer's telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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. Yes [X] No
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes No [X]
Transitional Small Business Disclosure Format: Yes No [X]
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
INDEX
PART I. Financial Information
Item 1. Statement of Net Assets Available for Liquidation
As of March 31, 2007 and December 31, 2006
Statement of Liquidating Activities for the
Periods ended March 31, 2007 and 2006
Notes to Financial Statements
Item 2. Management's Discussion and Analysis
Item 3. Controls and Procedures
PART II. Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
Signatures
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
STATEMENT OF NET ASSETS AVAILABLE FOR LIQUIDATION
MARCH 31, 2007 AND DECEMBER 31, 2006
(Unaudited)
2007 2006
ASSETS:
Cash and Cash Equivalents $ 986,062 $ 1,318,743
Receivables 0 636
Investments in Real Estate 1,435,000 1,435,000
----------- -----------
Total Assets 2,421,062 2,754,379
----------- -----------
LIABILITIES:
Payable to AEI Fund Management, Inc. 12,665 11,390
Distributions Payable 45,220 353,241
----------- -----------
Total Liabilities 57,885 364,631
----------- -----------
NET ASSETS (PARTNERS' CAPITAL) IN LIQUIDATION,
including 19,557 Limited Partnership
Units outstanding $ 2,363,177 $ 2,389,748
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
STATEMENT OF LIQUIDATING ACTIVITIES
FOR THE PERIODS ENDED MARCH 31
(Unaudited)
2007 2006
SOURCES OF ADDITIONAL CASH:
Rent $ 41,119 $ 55,951
Interest Income 12,241 10,820
----------- -----------
Total Sources of Additional Cash 53,360 66,771
----------- -----------
USES OF ADDITIONAL CASH:
Partnership Administration - Affiliates 24,453 35,850
Partnership Administration and Property
Management - Unrelated Parties 8,347 8,201
Expenses Related to Sale of Real Estate 0 68,748
Distributions to Partners 353,241 1,579,269
----------- -----------
Total Uses of Additional Cash 386,041 1,692,068
----------- -----------
DECREASE IN NET ASSETS IN LIQUIDATION
BEFORE ADJUSTMENTS (332,681) (1,625,297)
----------- -----------
ADJUSTMENTS OF ESTIMATED VALUES:
Increase (Decrease) in Net Realizable values of:
Receivable (636) 0
Real Estate 0 (136,000)
Payable to AEI Fund Management, Inc. (1,275) 80,421
Distributions Payable 308,021 1,533,624
Unearned Rent 0 (4,642)
----------- -----------
Total Adjustment of Estimated Values 306,110 1,473,403
----------- -----------
DECREASE IN NET ASSETS IN LIQUIDATION (26,571) (151,894)
BEGINNING NET ASSETS IN LIQUIDATION 2,389,748 3,174,215
----------- -----------
ENDING NET ASSETS IN LIQUIDATION $ 2,363,177 $ 3,022,321
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(Unaudited)
(1) The condensed statements included herein have been prepared
by the Partnership, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission, and
reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of
operations for the interim period, on a basis consistent with
the annual audited statements. The adjustments made to these
condensed statements consist only of normal recurring
adjustments. Certain information, accounting policies, and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Partnership
believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that
these condensed financial statements be read in conjunction
with the financial statements and the summary of significant
accounting policies and notes thereto included in the
Partnership's latest annual report on Form 10-KSB.
(2) Organization -
AEI Real Estate Fund XVII Limited Partnership (Partnership)
was formed to acquire and lease commercial properties to
operating tenants. The Partnership's operations are managed
by AEI Fund Management XVII, Inc. (AFM), the Managing
General Partner. Robert P. Johnson, the President and sole
director of AFM, serves as the Individual General Partner.
AFM is a wholly owned subsidiary of AEI Capital Corporation
of which Mr. Johnson is the majority shareholder. AEI Fund
Management, Inc. (AEI), an affiliate of AFM, performs the
administrative and operating functions for the Partnership.
The terms of the Partnership offering called for a
subscription price of $1,000 per Limited Partnership Unit,
payable on acceptance of the offer. The Partnership
commenced operations on February 10, l988 when minimum
subscriptions of 2,000 Limited Partnership Units
($2,000,000) were accepted. The offering terminated on
November 1, 1988 when the one-year offering period expired.
The Partnership received subscriptions for 23,388.7 Limited
Partnership Units. Under the terms of the Limited
Partnership Agreement, the Limited Partners and General
Partners contributed funds of $23,388,700 and $1,000,
respectively.
During operations, any Net Cash Flow, as defined, which the
General Partners determine to distribute will be distributed
90% to the Limited Partners and 10% to the General Partners;
provided, however, that such distributions to the General
Partners will be subordinated to the Limited Partners first
receiving an annual, noncumulative distribution of Net Cash
Flow equal to 10% of their Adjusted Capital Contribution, as
defined, and, provided further, that in no event will the
General Partners receive less than 1% of such Net Cash Flow
per annum. Distributions to Limited Partners will be made
pro rata by Units.
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) Organization - (Continued)
Any Net Proceeds of Sale, as defined, from the sale or
financing of properties which the General Partners determine
to distribute will, after provisions for debts and reserves,
be paid in the following manner: (i) first, 99% to the
Limited Partners and 1% to the General Partners until the
Limited Partners receive an amount equal to: (a) their
Adjusted Capital Contribution plus (b) an amount equal to 6%
of their Adjusted Capital Contribution per annum, cumulative
but not compounded, to the extent not previously distributed
from Net Cash Flow; (ii) next, 99% to the Limited Partners
and 1% to the General Partners until the Limited Partners
receive an amount equal to 14% of their Adjusted Capital
Contribution per annum, cumulative but not compounded, to
the extent not previously distributed; (iii) next, to the
General Partners until cumulative distributions to the
General Partners under Items (ii) and (iii) equal 15% of
cumulative distributions to all Partners under Items (ii)
and (iii). Any remaining balance will be distributed 85% to
the Limited Partners and 15% to the General Partners.
Distributions to the Limited Partners will be made pro rata
by Units.
For tax purposes, profits from operations, other than
profits attributable to the sale, exchange, financing,
refinancing or other disposition of property, will be
allocated first in the same ratio in which, and to the
extent, Net Cash Flow is distributed to the Partners for
such year. Any additional profits will be allocated 90% to
the Limited Partners and 10% to the General Partners. In the
event no Net Cash Flow is distributed to the Limited
Partners, 90% of each item of income, gain or credit for
each respective year shall be allocated to the Limited
Partners, and 10% of each such item shall be allocated to
the General Partners. Net losses from operations will be
allocated 98% to the Limited Partners and 2% to the General
Partners.
For tax purposes, profits arising from the sale, financing,
or other disposition of property will be allocated in
accordance with the Partnership Agreement as follows: (i)
first, to those partners with deficit balances in their
capital accounts in an amount equal to the sum of such
deficit balances; (ii) second, 99% to the Limited Partners
and 1% to the General Partners until the aggregate balance
in the Limited Partners' capital accounts equals the sum of
the Limited Partners' Adjusted Capital Contributions plus an
amount equal to 14% of their Adjusted Capital Contributions
per annum, cumulative but not compounded, to the extent not
previously allocated; (iii) third, to the General Partners
until cumulative allocations to the General Partners equal
15% of cumulative allocations. Any remaining balance will
be allocated 85% to the Limited Partners and 15% to the
General Partners. Losses will be allocated 98% to the
Limited Partners and 2% to the General Partners.
The General Partners are not required to currently fund a
deficit capital balance. Upon liquidation of the
Partnership or withdrawal by a General Partner, the General
Partners will contribute to the Partnership an amount equal
to the lesser of the deficit balances in their capital
accounts or 1% of total Limited Partners' and General
Partners' capital contribution.
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) Organization - (Continued)
In the second quarter of 2007, the Managing General Partner
plans to solicit by mail a proxy statement seeking the
consent of the Limited Partners, as required by Section 6.1
of the Partnership Agreement, to initiate the final
disposition, liquidation and distribution of all of the
Partnership's properties and assets within the next year.
If a majority of the voting Units are voted in favor of the
proposal, the Managing General Partner will proceed with the
planned liquidation of the Partnership. If the Partnership
sells its remaining property in 2007, the Partnership
anticipates liquidation to occur by December 31, 2007.
Financial Statement Presentation
Because liquidation was anticipated, the Partnership
changed its basis of accounting after September 30, 2005,
from the going concern basis to the liquidation basis.
Effective October 1, 2005, the Partnership measures its
assets and liabilities at the amounts of cash expected in
liquidation and reports changes in estimates when they
are known. The accounts of the Partnership are
maintained on the accrual basis of accounting for both
federal income tax purposes and financial reporting
purposes.
(3) Investments in Real Estate -
Effective with the decision to liquidate, the carrying
amounts of assets and liabilities were adjusted from their
historical bases to the amounts of cash expected from their
realization and settlement. Because of the expected short
liquidation period, the effects of discounting would not be
significant and have been ignored. At December 31, 2005,
the estimated real estate values were based upon comparable
sales of similar properties and a tenant purchase option
contained in a lease. The adjustment increased Investments
in Real Estate by $677,365. During 2006, additional
adjustments were made to the estimated real estate values
that decreased Investments in Real Estate by a total of
$463,500. At March 31, 2007 and December 31, 2006, the
estimated real estate values were based upon comparable
sales of similar properties. It is at least reasonably
possible that the amounts expected to be realized in the
liquidation process will change in the near term.
(4) Payable to AEI Fund Management -
AEI Fund Management, Inc. performs the administrative and
operating functions for the Partnership. The payable to AEI
Fund Management represents the balance due for those
services. This balance is non-interest bearing and
unsecured and is to be paid in the normal course of
business.
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) Discontinued Operations -
In July 2003, the tenant of the Razzoo's restaurant in
Austin, Texas notified the Partnership that it was
experiencing financial difficulty stemming from lower than
expected sales and that it might not be able to pay future
rents. In November 2004, the Partnership and the tenant
entered into an agreement to amend the Lease to provide the
tenant with options to purchase the property and terminate
the Lease. Under the purchase option, which expired October
31, 2006, the tenant could have elected to purchase the
Partnership's interest in the property for $442,000. Under
the termination option, the tenant could elect to terminate
the Lease by providing no less than six months prior written
notice and paying a termination payment equal to one year's
rent. As part of this agreement, the Partnership received a
personal guarantee from the majority shareholder of the
tenant for payment of the rent through October 31, 2006. In
addition, the Partnership was reimbursed for certain
expenses it incurred related to legal action it pursued in
connection with this situation. The tenant continued to pay
rent and complied with its Lease obligations.
On April 30, 2006, the tenant exercised its option to
terminate the Lease effective October 31, 2006. The tenant
paid the Partnership the required payment of $56,263 on
October 31, 2006, and the Lease was terminated. The
Partnership actively marketed the property for sale and
listed it with a real estate broker in the Austin area. At
March 31, 2006, based on the Lease termination and an
analysis of market conditions in the area, the Partnership
recognized a $136,000 adjustment to decrease the estimated
net realizable value of the property to $306,000.
In September 2006, the Partnership entered into an agreement
to sell the Razzoo's restaurant to an unrelated third party.
Based on this agreement, the Partnership recognized an
additional $8,500 adjustment to decrease the estimated net
realizable value of the property. On November 21, 2006, the
sale closed with the Partnership receiving net sale proceeds
of $297,816. At the time of sale, the estimated net
realizable value was $297,500.
On June 26, 2006, Timber Lodge Steakhouse, Inc. (TLS), the
tenant of the Timber Lodge restaurants filed for Chapter 11
bankruptcy reorganization. In September 2006, TLS submitted
a written proposal requesting rent concessions. In February
2007, the Partnership and other owners of the properties
signed Lease amendments to reduce the annual rent by 15% for
the Rochester property and 10% for the St. Cloud property.
As a result of these amendments, TLS submitted a request to
the bankruptcy court to assume the Leases. The request was
approved by the court. As of the date of this report, TLS
has paid all rent due under the Leases as amended. At
December 31, 2006, based on the Lease amendments and an
analysis of market conditions in the area, the Partnership
recognized a $319,000 adjustment to decrease the estimated
net realizable value of the properties.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis contains various
"forward looking statements" within the meaning of federal
securities laws which represent management's expectations or
beliefs concerning future events, including statements regarding
anticipated application of cash, expected returns from rental
income, growth in revenue, the sufficiency of cash to meet
operating expenses, rates of distribution, and other matters.
These, and other forward looking statements made by the
Partnership, must be evaluated in the context of a number of
factors that may affect the Partnership's financial condition and
results of operations, including the following:
Market and economic conditions which affect the value
of the properties the Partnership owns and the cash
from rental income such properties generate;
the federal income tax consequences of rental income,
deductions, gain on sales and other items and the
affects of these consequences for the Partners;
resolution by the General Partners of conflicts with
which they may be confronted;
the effect of tenant defaults; and
the condition of the industries in which the tenants of
properties owned by the Partnership operate.
The Application of Critical Accounting Policies
The preparation of the Partnership's financial statements
requires management to make estimates and assumptions that may
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. Management evaluates these estimates on an ongoing
basis, including those related to the carrying value of real
estate and the allocation by AEI Fund Management, Inc. of
expenses to the Partnership as opposed to other funds they
manage.
Through September 30, 2005, the Partnership purchased
properties and recorded them in the financial statements at the
lower of cost or estimated realizable value. The Partnership
initially recorded the properties at cost (including capitalized
acquisition expenses). The Partnership was required to
periodically evaluate the carrying value of properties to
determine whether their realizable value declined. For
properties the Partnership would hold and operate, management
determined whether impairment occurred by comparing the
property's probability-weighted cash flows to its then current
carrying value. For properties held for sale, management
determined whether impairment occurred by comparing the
property's estimated fair value less cost to sell to its then
current carrying value. If the carrying value was greater than
the realizable value, an impairment loss was recorded to reduce
the carrying value of the property to its realizable value. A
change in these assumptions or analysis may have caused material
changes in the carrying value of the properties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Effective October 1, 2005, the Partnership adopted the
liquidation basis of accounting because, pending the approval of
the Limited Partners, the General Partners anticipated the
liquidation of the Partnership during 2006. The General Partners
now anticipate liquidation to occur during 2007. In accordance
with the liquidation basis of accounting, assets are recorded at
their estimated net realizable value (the amount of cash expected
to be received) and liabilities are recorded at the amount
estimated to be paid to creditors and Partners. At March 31,
2007, the estimated real estate values were based upon comparable
sales of similar properties. Any changes in these estimates
could cause material changes in the net assets in liquidation.
AEI Fund Management, Inc. allocates expenses to each of
the funds they manage primarily on the basis of the number of
hours devoted by their employees to each fund's affairs. They
also allocate expenses at the end of each month that are not
directly related to a fund's operations based upon the number of
investors in the fund and the fund's capitalization relative to
other funds they manage. The Partnership reimburses these
expenses subject to detailed limitations contained in the
Partnership Agreement.
Management of the Partnership has discussed the
development and selection of the above accounting estimates and
the management discussion and analysis disclosures regarding them
with the managing partner of the Partnership.
Results of Operations
For the three months ended March 31, 2007 and 2006, while
in the liquidation phase, the Partnership recognized rental
income of $41,119 and $55,951, respectively. During the same
periods, the Partnership recognized interest income of $12,241
and $10,820, respectively. In 2007, rental income decreased as
a result of a property sale.
For the three months ended March 31, 2007 and 2006, while
in the liquidation phase, the Partnership incurred Partnership
administration expenses from affiliated parties of $24,453 and
$35,850, respectively. These administration expenses include
costs associated with the management of the properties,
processing distributions, reporting requirements and
correspondence to the Limited Partners. During the same periods,
the Partnership incurred Partnership administration and property
management expenses from unrelated parties of $8,347 and $8,201,
respectively. These expenses represent direct payments to third
parties for legal and filing fees, direct administrative costs,
outside audit costs, taxes, insurance and other property costs.
At March 31, 2007 and 2006, the Partnership recognized
adjustments of estimated value of $306,110 and $1,473,403,
respectively, resulting from adopting the liquidation basis of
accounting and recording its assets at estimated net realizable
value and liabilities at the amount estimated to be paid.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
On June 26, 2006, Timber Lodge Steakhouse, Inc. (TLS), the
tenant of the Timber Lodge restaurants filed for Chapter 11
bankruptcy reorganization. In September 2006, TLS submitted a
written proposal requesting rent concessions. In February 2007,
the Partnership and other owners of the properties signed Lease
amendments to reduce the annual rent by 15% for the Rochester
property and 10% for the St. Cloud property. As a result of
these amendments, TLS submitted a request to the bankruptcy court
to assume the Leases. The request was approved by the court. As
of the date of this report, TLS has paid all rent due under the
Leases as amended. At December 31, 2006, based on the Lease
amendments and an analysis of market conditions in the area, the
Partnership recognized a $319,000 adjustment to decrease the
estimated net realizable value of the properties.
Inflation has had a minimal effect on income from
operations. Leases may contain rent increases, based on the
increase in the Consumer Price Index over a specified period,
which will result in an increase in rental income over the term
of the leases. Inflation also may cause the real estate to
appreciate in value. However, inflation and changing prices may
have an adverse impact on the operating margins of the
properties' tenants, which could impair their ability to pay rent
and subsequently reduce the Net Cash Flow available for
distributions.
Liquidity and Capital Resources
In the second quarter of 2007, the Managing General
Partner plans to solicit by mail a proxy statement seeking the
consent of the Limited Partners, as required by Section 6.1 of
the Partnership Agreement, to initiate the final disposition,
liquidation and distribution of all of the Partnership's
properties and assets within the next year. If a majority of the
voting Units are voted in favor of the proposal, the Managing
General Partner will proceed with the planned liquidation of the
Partnership. If the Partnership sells its remaining property in
2007, the Partnership anticipates liquidation to occur by
December 31, 2007.
During the three months ended March 31, 2007, while in the
liquidation phase, the Partnership's Net Assets in Liquidation
decreased $26,571 as a result of distributions paid to the
Partners in excess of cash generated from operating activities.
During the three months ended March 31, 2006, while in the
liquidation phase, the Partnership's Net Assets in Liquidation
decreased $151,894 mainly as a result of a decrease in the
estimated net realizable value of Investments in Real Estate.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
In July 2003, the tenant of the Razzoo's restaurant in
Austin, Texas notified the Partnership that it was experiencing
financial difficulty stemming from lower than expected sales and
that it might not be able to pay future rents. In November 2004,
the Partnership and the tenant entered into an agreement to amend
the Lease to provide the tenant with options to purchase the
property and terminate the Lease. Under the purchase option,
which expired October 31, 2006, the tenant could have elected to
purchase the Partnership's interest in the property for $442,000.
Under the termination option, the tenant could elect to terminate
the Lease by providing no less than six months prior written
notice and paying a termination payment equal to one year's rent.
As part of this agreement, the Partnership received a personal
guarantee from the majority shareholder of the tenant for payment
of the rent through October 31, 2006. In addition, the
Partnership was reimbursed for certain expenses it incurred
related to legal action it pursued in connection with this
situation. The tenant continued to pay rent and complied with
its Lease obligations.
On April 30, 2006, the tenant exercised its option to
terminate the Lease effective October 31, 2006. The tenant paid
the Partnership the required payment of $56,263 on October 31,
2006, and the Lease was terminated. The Partnership actively
marketed the property for sale and listed it with a real estate
broker in the Austin area. At March 31, 2006, based on the Lease
termination and an analysis of market conditions in the area, the
Partnership recognized a $136,000 adjustment to decrease the
estimated net realizable value of the property to $306,000.
In September 2006, the Partnership entered into an
agreement to sell the Razzoo's restaurant to an unrelated third
party. Based on this agreement, the Partnership recognized an
additional $8,500 adjustment to decrease the estimated net
realizable value of the property. On November 21, 2006, the sale
closed with the Partnership receiving net sale proceeds of
$297,816. At the time of sale, the estimated net realizable
value was $297,500.
The Partnership's primary use of cash flow is distribution
and redemption payments to Partners. The Partnership declares
its regular quarterly distributions before the end of each
quarter and pays the distribution in the first week after the end
of each quarter. The Partnership attempts to maintain a stable
distribution rate from quarter to quarter. Redemption payments
are paid to redeeming Partners on a quarterly basis.
For the three months ended March 31, 2007 and 2006, the
Partnership declared distributions of $45,220 and $45,645,
respectively. The Limited Partners received distributions of
$40,699 and $45,188 and the General Partners received
distributions of $4,521 and $457 for the periods, respectively.
During the first three months of 2006, the Partnership
distributed $15,894 of net sale proceeds to the Limited and
General Partners, which represented a return of capital of $0.80
per Limited Partnership Unit.
The continuing rent payments from the properties, together
with cash generated from property sales, should be adequate to
fund continuing distributions and meet other Partnership
obligations.
ITEM 3. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of
management, including its President and Chief Financial Officer,
the Managing General Partner of the Partnership evaluated the
effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rule 13a-14(c) under the
Exchange Act). Based upon that evaluation, the President and
Chief Financial Officer of the Managing General Partner concluded
that, as of the end of the period covered by this report, the
disclosure controls and procedures of the Partnership are
adequately designed to ensure that information required to be
disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in applicable rules and forms
and that such information is accumulated and communicated to
management, including the President and Chief Financial Officer
of the Managing General Partner, in a manner that allows timely
decisions regarding required disclosure.
(b) Changes in internal controls
There were no significant changes made in the
Partnership's internal controls during the most recent period
covered by this report that have materially affected, or are
reasonably likely to materially affect, the Partnership's
internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
There are no material pending legal proceedings to which
the Partnership is a party or of which the Partnership's property
is subject.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
(a) During the period covered by this report, the
Partnership did not sell any equity securities that are not
registered under the Securities Act of 1933.
(b) Not applicable.
(c) Pursuant to Section 7.7 of the Partnership Agreement,
as amended, each Limited Partner has the right to present Units
to the Partnership for purchase by submitting notice to the
Managing General Partner. The purchase price of the Units is
equal to 90% of the net asset value of the Units as determined by
the Managing General Partner in accordance with the provisions of
the Partnership Agreement. Units tendered to the Partnership are
redeemed at the purchase price established for the quarter in
which the Partnership received a notice at least 60 days prior to
the repurchase dates of January 1st, April 1st, July 1st and
October 1st subject to the following limitations. The
Partnership is not obligated to purchase in any year more than 5%
of the number of Units outstanding at the beginning of the year.
In no event shall the Partnership be obligated to purchase Units
if, in the sole discretion of the Managing General Partner, such
purchase would impair the capital or operation of the
Partnership. During the period covered by this report, the
Partnership did not purchase any Units.
PART II - OTHER INFORMATION
(Continued)
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5.OTHER INFORMATION
None.
ITEM 6.EXHIBITS
31.1 Certification of Chief Executive Officer of General
Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer of General
Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief
Financial Officer of General Partner pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: May 8, 2007 AEI Real Estate Fund XVII
Limited Partnership
By: AEI Fund Management XVII, Inc.
Its: Managing General Partner
By: /s/ Robert P Johnson
Robert P. Johnson
President
(Principal Executive Officer)
By: /s/ Patrick W Keene
Patrick W. Keene
Chief Financial Officer
(Principal Accounting Officer)