EXHIBIT 3.1
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED VI
This Amendment to the Restated Certificate and Agreement of
Limited
Partnership, as amended to date (the
"Partnership Agreement"), of Real Estate
Associates Limited VI, a California limited
partnership (the "Partnership"),
is made and entered into as of November 8,
2004, by and among National
Partnership Investments Corp., a California
corporation ("NAPICO"), as general
partner of the Partnership, National
Partnership Investments Associates, a
California limited partnership ("NAPIA"),
as general partner of the
Partnership, and NAPICO, as
attorney-in-fact for the limited partners of the
Partnership.
WHEREAS, NAPICO, NAPIA and limited partners owning a majority of
the
outstanding limited partnership interests
of the Partnership have approved
this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 9.3(d) of the Partnership Agreement is hereby amended
to
read in its entirety as follows:
"(d) upon any sale or refinancing, the Partnership
shall not reinvest any proceeds thereof;"
2. Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the
Partnership Agreement shall remain unmodified
and continue in full force and effect and,
except as amended hereby, all of
the terms, covenants, provisions and
conditions of the Agreement are hereby
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
as
of the date first above written.
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as General Partner
By: /s/ Jeffrey H. Sussman
------------------------------------
Jeffrey H. Sussman,
Senior Vice President, General Counsel
and Secretary
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES,
as General Partner
By: /s/ Nicholas G. Ciriello
-------------------------------------
Nicholas G. Ciriello,
General Partner
