SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES FUND XIX, LP

Exhibit 3.7

SECOND AMENDMENT
TO
THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
Century Properties Fund XIX, LP

This SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Century Properties Fund XIX , LP, dated as of August 29, 2008 (this “ Amendment ”), is by and among Fox Partners II, a California general partnership (the “ General Partner ”), and the Limited Partners.  All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

WHEREAS, Century Properties Fund XIX, a California limited partnership (the “ California Partnership ”), and Century Properties Fund XIX, LP, a Delaware limited partnership (the “ Delaware Partnership ”), are parties to an Agreement and Plan of Merger, dated as of August 29, 2008 (the “ Merger Agreement ”);

WHEREAS, pursuant to the Merger Agreement, the California Partnership will be merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity;

WHEREAS, pursuant to the Merger Agreement, at the effective time of the merger, the Amended and Restated Limited Partnership Agreement of Century Properties Fund XIX, made as of August 6, 1982, and amended and restated to September 14, 1983, as amended immediately prior to the effective time of the merger (the “ Partnership Agreement ”), and as further amended by this Amendment, will become the partnership agreement of the Delaware Partnership; and

WHEREAS, the merger will be effected upon the approval or consent of (i) the general partner of both the California Partnership and the Delaware Partnership, and (ii) a majority in interest of each class of limited partners of both the California Partnership and the Delaware Partnership.

NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1.                   Amendments to the Partnership Agreement .  At the effective time of the Merger, the Partnership Agreement shall be amended as follows:

(a)                 The following text is inserted immediately after the first paragraph of the Partnership Agreement:

Century Properties Fund XIX was originally formed as a limited partnership (the “California Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of August 6, 1982, and amended and restated to September 14, 1983 (the “1983 Partnership Agreement”).  Pursuant to an Agreement and Plan of Merger, dated as of August 29, 2008, by and between the California Partnership and Century Properties Fund XIX, LP, a Delaware limited partnership (the “Delaware Partnership”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Surviving Entity”) in the merger (the “Merger”).  At the effective time of the Merger (the “Effective Time”), the Merger had the effect provided by applicable law, and the following consequences:  (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity; (c) Fox Partners II, a California general partnership, remained as sole General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled.  References herein to the “Partnership” are to th