UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2008
Commission File Number: 000-17467
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
(Exact name of registrant 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
(Registrant's telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X] No
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
INDEX
Part I - Financial Information
Item 1. Financial Statements:
Statement of Net Assets Available for Liquidation
as of June 30, 2008 and December 31, 2007
Statement of Liquidating Activities for the
Periods ended June 30, 2008 and 2007
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4T. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
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
JUNE 30, 2008 AND DECEMBER 31, 2007
2008 2007
ASSETS:
Cash and Cash Equivalents $ 874,065 $ 927,152
Investments in Real Estate 1,435,000 1,435,000
----------- -----------
Total Assets 2,309,065 2,362,152
----------- -----------
LIABILITIES:
Payable to AEI Fund Management, Inc. 6,843 9,820
Real Estate Taxes Payable 21,064 21,249
Distributions Payable 42,630 41,115
----------- -----------
Total Liabilities 70,537 72,184
----------- -----------
NET ASSETS (PARTNERS' CAPITAL) IN LIQUIDATION,
including 19,557 Limited Partnership
Units outstanding $ 2,238,528 $ 2,289,968
=========== ===========
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 JUNE 30
Three Months Ended Six Months Ended
6/30/08 6/30/07 6/30/08 6/30/07
SOURCES OF ADDITIONAL CASH:
Rent $ 32,436 $ 32,435 $ 64,871 $ 73,554
Real Estate Tax Reimbursements 21,248 0 42,496 0
Interest Income 3,977 11,866 10,735 24,107
---------- --------- ---------- ----------
Total Sources of
Additional Cash 57,661 44,301 118,102 97,661
---------- --------- ---------- ----------
USES OF ADDITIONAL CASH:
Partnership Administration -
Affiliates 12,659 15,167 33,172 39,620
Partnership Administration and Property
Management - Unrelated Parties 5,661 5,237 12,097 13,584
Real Estate Taxes Paid 42,681 0 42,681 0
Distributions to Partners 42,124 45,220 83,239 398,461
---------- --------- ---------- ----------
Total Uses of Additional Cash 103,125 65,624 171,189 451,665
---------- --------- ---------- ---------
DECREASE IN NET
ASSETS IN LIQUIDATION
BEFORE ADJUSTMENTS (45,464) (21,323) (53,087) (354,004)
---------- --------- ---------- ---------
ADJUSTMENTS OF ESTIMATED VALUES:
Increase (Decrease) in Net
Realizable values of:
Receivable 0 0 0 (636)
Payable to AEI Fund
Management, Inc. (1,317) (5,450) 2,977 (6,725)
Real Estate Taxes Payable 21,433 0 185 0
Distributions Payable (506) 1,509 (1,515) 309,530
---------- --------- ---------- ---------
Total Adjustment of
Estimated Values 19,610 (3,941) 1,647 302,169
---------- --------- ---------- ---------
DECREASE IN NET ASSETS
IN LIQUIDATION (25,854) (25,264) (51,440) (51,835)
BEGINNING NET ASSETS
IN LIQUIDATION 2,264,382 2,363,177 2,289,968 2,389,748
---------- --------- ---------- ---------
ENDING NET ASSETS
IN LIQUIDATION $2,238,528 $2,337,913 $2,238,528 $2,337,913
========== ========== ========== =========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
(1) The condensed statements included herein have been prepared
by the registrant, 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 registrant
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
registrant'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 September 2007, the Managing General Partner solicited 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. On October 16, 2007, the
proposal was approved with a majority of Units voted in
favor of the proposal. As a result, the Managing General
Partner will proceed with the planned liquidation of the
Partnership. If the Partnership sells its remaining
property in 2008, the Partnership anticipates liquidation to
occur by December 31, 2008.
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 June 30, 2008 and
December 31, 2007, the estimated real estate values were
based upon comparable sales of similar properties. It is
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 -
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 June 30, 2008, TLS had paid
all rent due under the Leases as amended. Effective August
2008, TLS is engaged in an asset sale to Taher Food
Management, a Minneapolis-based food services company. Taher
Food is negotiating to assume the Leases and has requested
rent concessions for both properties. Until the Lease
negotiations are completed, the Partnership cannot
reasonable assess the impact any rent concessions would have
on the estimated real estate values of the properties.
However, if the Partnership and other owners agree to rent
concessions, it is likely the estimated real estate values
would be reduced for the properties.
During the first six months of 2008 and 2007, the
Partnership distributed net sale proceeds of $56,970 and
$15,152 to the Limited and General Partners, which
represented a return of capital of $2.88 and $0.77 per
Limited Partnership Unit, respectively. The proceeds were
generated from sales completed prior to 2007.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
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
effects 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.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
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.
Effective October 1, 2005, the Partnership adopted the
liquidation basis of accounting because the General Partners
anticipated the liquidation of the Partnership during 2006. The
timetable for final disposition of the assets was delayed when
the tenant in two of the Partnership's remaining properties filed
for Chapter 11 bankruptcy reorganization on June 26, 2006. While
the tenant was in bankruptcy, the General Partners believed it
would have been difficult to find a buyer that would have paid a
fair value for the properties. Now that the tenant has emerged
from bankruptcy, it should be easier to sell the properties to
maximize the value to the Partnership. The General Partners now
anticipate liquidation to occur during 2008. 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 June 30, 2008, 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 six months ended June 30, 2008 and 2007, while in
the liquidation phase, the Partnership recognized rental income
of $64,871 and $73,554, respectively. In 2008, rental income
decreased due to lease amendments that reduced the rent for the
Timber Lodge restaurants as discussed below. During the same
periods, the Partnership recognized interest income of $10,735
and $24,107, respectively. Interest income decreased due to
lower money market interest rates in 2008, when compared to the
same period in 2007.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The tenant of the Timber Lodge restaurants is making
additional monthly payments to fund a real estate tax escrow
account. During the six months ended June 30, 2008, the
Partnership received payments of $42,496. During the last seven
months of 2007, the Partnership received payments of $63,746. In
May 2008, the Partnership paid $42,681 to the taxing authorities
for real estate taxes due for the first half of 2008. In October
2007, the Partnership paid $42,497 to the taxing authorities for
real estate taxes due for the second half of 2007. The
Partnership will hold the remaining funds until future real
estate taxes are due and then pay them directly to the taxing
authorities. The real estate tax payable represents the balance
of the tenant's real estate tax payments that have not been paid
to the taxing authorities.
For the six months ended June 30, 2008 and 2007, while in
the liquidation phase, the Partnership incurred Partnership
administration expenses from affiliated parties of $30,195 and
$46,345, 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 $12,097 and
$14,220, 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 June 30, 2008 and 2007, the Partnership recognized
adjustments of estimated values of $1,647 and $302,169,
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.
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 June 30, 2008, TLS had paid all rent due under the Leases as
amended. Effective August 2008, TLS is engaged in an asset sale
to Taher Food Management, a Minneapolis-based food services
company. Taher Food is negotiating to assume the Leases and has
requested rent concessions for both properties. Until the Lease
negotiations are completed, the Partnership cannot reasonable
assess the impact any rent concessions would have on the
estimated real estate values of the properties. However, if the
Partnership and other owners agree to rent concessions, it is
likely the estimated real estate values would be reduced for the
properties.
Inflation has had a minimal effect on income from
operations. Inflation 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.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Liquidity and Capital Resources
In September 2007, the Managing General Partner solicited
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. On October 16, 2007, the proposal was
approved with a majority of Units voted in favor of the proposal.
As a result, the Managing General Partner will proceed with the
planned liquidation of the Partnership. If the Partnership sells
its remaining property in 2008, the Partnership anticipates
liquidation to occur by December 31, 2008.
During the six months ended June 30, 2008, while in the
liquidation phase, the Partnership's Net Assets in Liquidation
decreased $51,440 as a result of distributions paid to the
Partners in excess of cash generated from operating activities.
During the six months ended June 30, 2007, while in the
liquidation phase, the Partnership's Net Assets in Liquidation
decreased $51,835 as a result of distributions paid to the
Partners in excess of cash generated from operating activities.
The Partnership's primary use of cash flow is distribution
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.
For the six months ended June 30, 2008 and 2007, the
Partnership declared distributions of $84,754 and $88,931,
respectively. The Limited Partners received distributions of
$81,407 and $81,403 and the General Partners received
distributions of $3,347 and $7,528 for the periods, respectively.
During the first six months of 2008 and 2007, the Partnership
distributed net sale proceeds of $56,970 and $15,152 to the
Limited and General Partners, which represented a return of
capital of $2.88 and $0.77 per Limited Partnership Unit,
respectively. The proceeds were generated from sales completed
prior to 2007.
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.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES.
(a) 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 our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 (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, our disclosure controls and
procedures were effective in ensuring that information required
to be disclosed by us in the reports that 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 Control Over Financial Reporting.
During the most recent period covered by this report,
there has been no change in our internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act)
that has materially affected, or is reasonably likely to
materially affect, our 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 1A. RISK FACTORS.
Not applicable.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a) None.
(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 per Unit 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
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Dated: August 8, 2008 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)