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Exhibit 3.2
AMENDMENT
TO
THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
FOX STRATEGIC HOUSING
INCOME PARTNERS
THIS
AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF FOX STRATEGIC HOUSING INCOME PARTNERS (this " Amendment
") is entered into as of January 9, 2007, by and among Fox Partners
VIII, a California general partnership (the " General
Partner "), and each of the Limited Partners. All
capitalized terms used in this Amendment but not otherwise defined
herein shall have the meanings given to them in the Partnership
Agreement (as defined below).
Recitals
WHEREAS,
Fox Strategic Housing Income Partners, a California limited
partnership (the " Partnership "), is governed pursuant to
the terms of that certain Amended and Restated Limited Partnership
Agreement, dated as of March 3, 1987 (as amended, the "
Partnership Agreement "); and
WHEREAS,
the General Partner has obtained consents of the requisite
percentage-in-interest of the Limited Partners ( i.e .,
Limited Partners who own more than 50% of the Total Outstanding
Units), necessary to amend the Partnership Agreement as provided in
this Amendment.
NOW,
THEREFORE, in consideration of the premises, the agreement of the
parties herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereby agree as
follows:
1.
Rights,
Authority, Powers, Responsibilities and Duties of the General
Partner . Section 15.3.28 of the Partnership Agreement is
hereby amended by adding the following sentence to the end of such
paragraph:
"Notwithstanding the foregoing, the General Partner may
cause the Partnership to ent
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