SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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permitted by Rule 14a-6(e)(2))
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[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
(Name of Registrant as Specified in its Charter)
[Insert Name]
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
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Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
1300 Minnesota World Trade Center
30 East 7th Street
St. Paul, Minnesota 55101
CONSENT STATEMENT
FOR AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
TO PERMIT REINVESTMENT OF SALES PROCEEDS
THIS CONSENT STATEMENT IS BEING MAILED TO INVESTORS ON OR ABOUT
FEBRUARY 15, 1997. TO BE COUNTED, A PROPERLY SIGNED CONSENT FORM
MUST BE RECEIVED BY THE MANAGING GENERAL PARTNER AT 1300 MINNESOTA
WORLD TRADE CENTER, 30 EAST 7TH STREET, ST. PAUL, MINNESOTA 55101,
ON OR BEFORE MARCH 31, 1997.
AEI Fund Management XVII, Inc., the managing general partner of AEI
Real Estate Fund XVII Limited Partnership (the "Fund"), is
recommending an amendment (the "Amendment") to the Fund's Limited
Partnership Agreement so that, prior to the final liquidation of the
Fund, the proceeds from sale of Fund properties can be reinvested in
replacement net leased properties. The Partnership Agreement
currently provides that proceeds from the sale of properties may be
reinvested for only five years after the termination of the offering
of units in the Fund--until November 1993.
The Fund's management believes that it is important for the Fund to
be able to take advantage of property sales, when available at
attractive prices, without depleting the capital base of the Fund.
Approval of this Amendment would allow the Fund to continue to
reinvest proceeds from the sale of properties in replacement
properties until final liquidation of the Fund. Accordingly, THE
MANAGING GENERAL PARTNER RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDMENT.
THE PROPOSED AMENDMENT WILL AFFECT YOUR INVESTMENT IN THE FUND IN A
NUMBER OF WAYS AND INVOLVES A NUMBER OF RISKS, INCLUDING THE
FOLLOWING:
If the Amendment is approved, cash from sales of
properties, including up to $4,300,000 of cash that would
otherwise be distributed absent approval of the Amendment, may be
reinvested until the liquidation of the Fund. There can be no
assurances that the properties in which proceeds are reinvested
if the Amendment is approved will generate enough cash flow for
distributions in excess of what an Investor would receive from an
alternative investment. See "Summary Risks of the
Amendment Deferred Cash Distributions."
The Amendment may make it more difficult to sell the
Fund's properties within the originally intended life of the Fund
and therefore cause extension of life of the Fund. See
"Summary Risks of the Amendment Risk of Extension of Fund Life."
The general partners have a conflict of interest in
proposing the Amendment because they will receive more aggregate
reimbursements (but not necessarily profits) from the Fund and
may have an increased chance of reaching a distribution level
that results in payment of a promotional interest to the general
partners, if proceeds are reinvested than they would if proceeds
were not reinvested. See "Summary Risks of the Amendment General
Partner Conflicts of Interest."
Proceeds will be reinvested in additional triple net
leased commercial properties that are subject to many of the same
risks of nonperformance, (including risks related to changing
market values, tenant defaults, difficulty of resale, among
others) as the original properties. See "Summary Risks of the
Amendment Real Estate Risks on Reinvestment."
Investors will not be able to review in advance the
properties in which proceeds are reinvested. See "Summary Risks
of the Amendment Undesignated Properties."
Investors will not have appraisal or dissenter rights and
therefore will not have the right to require the Fund to pay the
value of their units of Limited Partnership interest to them if
they disagree with the amendment.
SUMMARY
The following summary is qualified by the more detailed discussion set
forth herein.
THE AMENDMENT. The general partners are proposing an amendment to
Section 5.4 of the Partnership Agreement. This Amendment would
eliminate the requirement that the Fund distribute all proceeds from
sale of properties and allow reinvestment of such proceeds until
final liquidation of the Fund. Even if the Amendment is approved,
however, most, if not all, gain from sales activity would continue
to be distributed to limited partners.
REASONS FOR THE AMENDMENT. The Fund holds approximately $4,300,000
of proceeds from the sale of properties and may sell other
properties prior to final liquidation of the Fund due to favorable
market conditions, exercise of lease purchase options, tenant
restructuring or other reasons. Although the general partners
cannot guarantee returns, they believe that the Fund can generate
favorable returns to Investors by acquisition of additional
properties that can be resold. The Fund would like to be in a
position to reinvest the proceeds from these and other sales into
replacement net leased properties.
RISKS OF THE AMENDMENT. The Amendment will present several risks,
including the following:
1. Deferred Cash Distributions. Rather than distributing all net
cash proceeds on sale of a property, the Amendment will allow the
Fund (if the general partners determine, in their discretion, that
it is advantageous to the Fund) to reinvest such proceeds in new
properties, (subject to a continuing obligation to distribute to
Investors cash proceeds adequate to pay the income tax liability (at
a tax rate of 35%) generated by the sale of property). The
distribution of cash that is reinvested will be delayed until the
Fund is finally liquidated. Initially, investors will be forego an
immediate distribution of approximately $186.00 per unit if the
Amendment is approved in return for the possibility of increased
distributions and possible appreciation in the future. There can
be, of course, no assurance that properties in which proceeds will
be reinvested in the Amendment is approved will generate periodic
distributions in excess of the return that could be obtained on an
alternative investment or that such properties will be eventually be
sold at a gain.
2. Risk of Extension of Fund Life. The general partners intend to
reinvest sales proceeds in new properties that will be sold again
within a few years. The Amendment could render more difficult the
final sale of properties within the original intended life of the
Fund. The general partners intend to commence liquidation of the
Fund by the year 2,002, although the sale of any particular property
may be delayed based on market and other conditions. The Amendment
could have the effect of extending the life of the Fund for several
years and delaying the ultimate distribution of its assets. The
Partnership Agreement provides that the Fund must be liquidated, in
any event, by the year 2038 (an arbitrary date).
3. Real Estate Risks on Reinvestment. Proceeds will be
reinvested in new triple net leased commercial properties that are
subject to the same risks of performance as the properties
originally acquired by the Fund. The value of real estate is
subject to a number of factors beyond the control of the Fund,
including national economic conditions, changes in interest rates,
governmental rules and regulations and competition from other forms
of financing. If adverse changes in these general conditions
negatively affect market value, the final disposition of the
property, and the distribution of cash to investors, may be delayed
or the disposition may result in a loss, or both. The value of
properties in which the Fund will invest will be effected by the
financial condition of the tenant. If a tenant is unable to perform
its lease obligations, the Fund may not be able to sell the property
and may be forced to sell the property at a loss. Further, in the
event of a bankruptcy of a tenant, the Fund might not be able to
obtain possession of the property for a considerable period of time.
4. Undesignated Properties. Investors will not be able to review
in advance the properties in which proceeds would be reinvested.
5. General Partner Conflicts of Interest. The general partners
have a conflict of interest in proposing the Amendment because they
will receive more reimbursements from the Fund if proceeds are
reinvested than they will if proceeds were not reinvested. The
general partner will be reimbursed for the costs it incurs,
including costs of its personnel, in reinvesting the proceeds and
managing the properties in which the proceeds are reinvested. Such
reimbursements will include the salaries of personnel of the general
partner during the time they spend on such activities, plus a small
portion (based on hours of employees spent on Fund actives and the
assets of the Fund as compared to all Funds the general partners
manage) of other overhead, such as rental expense, of the general
partners. Reimbursements to the general partners for expenses
incurred have averaged approximately $294,000 per year during the
past two years and aggregated approximately over $894,118 during the
three years ended December 31, 1996. Such reimbursements will
decrease if cash is distributed and fewer properties are under
management in the Fund.
6. No Appraisal Rights. Investors will not have appraisal or
dissenter rights as a result of the Amendment. Accordingly,
Investors that disagree with the Amendment will not have the right
to require the Partnership to pay out the value of their units of
limited partnership interest. Instead, the Amendment will be
effective with respect to all Investors if approved by holders of a
majority of the Units and a dissenting investor would be required to
find a different method of disposing of his or her units, such as
through the Fund's repurchase plan, or to hold his or her units
until liquidation of the Fund.
REASONS FOR AND EFFECTS OF THE AMENDMENT
GENERAL
If Investors approve the Amendment, the Fund would have the
opportunity, upon the sale or other disposition of properties such
as the properties described below, to reinvest the Net Proceeds of
Sale in additional triple net leased properties. Under the original
terms of the Partnership Agreement, reinvestment of the Net Proceeds
of Sale from the sale of properties was limited to a period of 24
months, which expired November 1991. By consenting to the
Amendment, Investors would permit the Fund to acquire new properties
with the Net Proceeds of Sale from the sale of the properties (net
of any distributions to Investors) that occur prior to the final
liquidation of the Fund.
The Amendment is not intended to extend the life of the Fund.
The Prospectus pursuant to which the units of Limited Partnership
interest were sold indicated that the General Partners expected that
most of the properties would be sold or refinanced eight to twelve
years after acquisition. The properties described below were
acquired in 1988 and 1989 and it remains the intention to sell the
properties in which sale proceeds are reinvested, depending market
conditions and the benefits of continued ownership, by the year
2002.
This Amendment is being proposed for a number of reasons,
including the following:
Without the Amendment, the managing general partner will
be required to forgo all attractive proposals it receives to sell
Fund properties if it desires to avoid depleting the Fund's
capital base;
If the Amendment is approved, the Fund will be able take
advantage of any favorable purchase proposals that are presented,
and to seek out such proposals when market conditions are
favorable, and retain adequate capital in the Fund to work toward
the Fund's investment objectives;
Without the Amendment, if a property is sold prior to
final liquidation of the Fund, the Fund's capital base, and
therefore its ability to generate the level of return that was
the objective when it was formed, will be reduced;
If the Amendment is approved, cash proceeds from sale of
a property may be reinvested in a new property and, subject to
the same risks of real estate investment that were assumed when
the Fund was formed, such new property could generate continuing
cash flow from rents and potential gain on sale;
Without the Amendment, an Investor will be forced to
purchase units in a new fund with distributed cash to retain a
similar investment in an AEI fund and to incur sales commissions
and organization expense that will decrease his or her ability to
obtain gain on such reinvestment;
If the Amendment is approved, no securities brokerage
commissions or other organizational expense will be applied to
the reinvestment in new properties of cash from sale of
properties.
The managing general partner believes that the Fund can generate
the most favorable returns to Investors only if the costs of forming
the Funds, including commissions to sales agents, filing fees and
professional costs, can be amortized over the intended life of the
Fund. If a significant portion of the real property assets of the
Fund are sold in advance of the originally intended liquidation date
of the Fund, the income and gain, if any, for the assets remaining
may not be adequate to generate the returns that were the original
objective of the Fund.
The managing general partner believes, on the basis of properties
in which affiliated Funds have recently invested and resold, that
the Fund can generate favorable returns through the investment of
sale proceeds in newly constructed replacement properties that the
Fund purchases at construction cost and resells within a few years.
When a Fund commits to purchase a property upon completion of
construction it reduces the developer's refinancing risk and
facilitates the construction of properties for operators, such as
franchisees of restaurants, whose principal goal is not real estate
capital appreciation. Because the property is purchased at
construction cost, the risk of development and construction for
which the developer is normally compensated inures to the benefit of
the Fund_the market value of properties when purchased will normally
exceed the cost of development. Because no securities brokerage
commissions will be paid in connection with capital that is
reinvested, the entire amount of reinvested proceeds can be applied
to the purchase price and no additional organizational costs that
will affect overall return will be incurred. No assurances can be
given, however, that a property acquired by the Fund will produce
favorable rentals, that such rentals will not be interrupted by
events outside the managing general partners' control, or that the
market value of any properties acquired will exceed their cost
immediately after acquisition or within the several years the Fund
proposes to hold the properties.
The managing general partner is currently evaluating a number of
properties for acquisition. Affiliates of the general partners have
managed 11 public and 11 private real estate Funds. As a result of
their activity in the sale-leaseback marketplace, the general
partners have developed relationships with companies that, either
directly or through their franchisees, have a continuing need for
commercial real estate The managing general partner will not be
obligated to obtain the consent of Investors as to the type of
property acquired if this Amendment is approved. Nevertheless, any
property acquired will comply with the investment objectives and
policies set forth in the Prospectus pursuant to which the Units
were initially offered. Any property acquired will be an existing
commercial property that will be acquired on a debt-free basis and
will likely be leased to a single tenant pursuant to a triple-net
lease in the franchise restaurant industry. No property will be
acquired from the general partners or their Affiliates.
SALE OF PROPERTIES
The Amendment is being proposed at this time to facilitate
reinvestment of the net proceeds from the sale of properties
completed during the past year. Although much of the proceeds have
been distributed, the Fund has retained some of the proceeds from
the eight properties described below. The sales price and certain
information about the gain generated by such sales is set forth
below:
<TABLE>
<CAPTION>
Applebee's(F1) Applebee's Applebee's Applebee's(F1) Jiffy Lube(F1) Jiffy Lube(F1) Car Wash Sizzler
Columbia, SC Hampton,VA Richmond, VA VA Beach Dallas, TX Garland, TX Phoenix, AR Cincinnati, OH
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchase
date 5/6/88 7/22/88 9/20/88 10/21/88 3/1/88 3/1/88 2/9/89 1/30/90
Sale date 7/28/95 8/31/95 10/30/95 11/08/95 10/25/95 10/25/95 6/30/96 1/23/97
Sales price $ 733,571 $1,758,877 $1,916,471 $1,515,529 $ 487,500 $ 325,000 $1,700,844 $ 335,214
Selling
expenses 18,026 11,750 11,033 18,916 3,847 2,558 10,000 19,875
Basis(F2)
Book 408,378 1,085,261 1,159,145 900,431 370,668 244,198 1,343,620 819,028
Tax 423,935 1,074,473 1,139,342 914,508 380,945 251,572 1,279,316 834,141
Gain (loss)
Book $ 307,167 $ 661,866 $ 746,293 $ 596,182 $ 112,985 $ 78,244 $ 347,224 (593,689)
Tax $ 291,610 $ 672,654 $ 766,096 $ 582,105 $ 102,708 $ 70,870 $ 411,528 (518,802)
Tax gain (loss)
per unit $ 12.59 $ 29.04 $ 33.15 $ 25.19 $ 4.44 $ 3.07 $ 17.81 ($22.64)
</TABLE>
<F1> Represents for the Columbia Applebee's a 41.88% interest, for the
Virginia Beach Applebee's a 86.51% interest, for the Dallas Jiffy
Lube a 75.00% interest and for the Garland Jiffy Lube a 50.00%
interest in title to the properties. The remaining interest was
purchased by an affiliated Fund.
<F2> Purchase price less depreciation.
The Fund purchased four Applebee's restaurant properties in 1988.
All four of the Applebee's were newly constructed properties
purchased upon completion of construction and leased under 20-year
triple net leases to Apple South, Inc. simultaneous with purchase.
Each of the leases included an option to Apple South to purchase the
properties commencing in the seventh lease year at a price equal to
the greater of fair market value or an increase of 5% per year over
the original purchase price. Apple South exercised the option with
respect to all four properties in 1995. The sale price listed in the
table above represents the contractual purchase price based on the
5% escalation.
The two Jiffy Lube auto care centers listed above were purchased
by the Fund and simultaneously leased, under a 20 year triple-net
lease, to Jiffy Lube International of Maryland, Inc. on March 1,
1988. Although the lease did not specifically provide a repurchase
option to Jiffy Lube, the Fund negotiated and completed a sale of
these properties to the lessee in October 1995.
The Danny's Family Car Wash, located in Phoenix Arizona, was
purchased by the Fund in February 1989 and simultaneously leased to
Apache Car Wash, Inc. under a 20-year triple-net lease agreement.
The lease included an option to purchase the property commencing in
the eighth lease year, at a price equal to the greater of fair
market value or an increase of 4% per year over the original
purchase price, which was exercised by the lessee in early 1996.
The Sizzler Restaurant located in Cincinnati, Ohio was purchased
by the Fund in 1990 and simultaneously leased to Triple S
Restaurants, Inc. In January 1994, the restaurant was closed and
listed for re-lease or sale. In December 1996, the Fund accepted an
offer from an affiliated party to sell the property at a price below
the Fund's basis. The offer was accepted after a review of the
market conditions in the area and the property management costs
associated with continuing to seek a new tenant for the property.
The Fund has distributed an aggregate of $3,533,235 and $192.83
per unit from the proceeds of the sale to cover the tax liability of
partners generated by the gain on sale. These distributions of Net
Proceeds on Sale reduced the Adjusted Capital Contributions of
Investors, in the aggregate, by $193.83 per outstanding Limited
Partnership unit.
In January 1996, the Fund also received $406,282 of insurance
proceeds, net of demolition and other costs, resulting from the
destruction by fire of a restaurant property in Indianapolis,
Indiana. These proceeds resulted in recognition of $78,290 of net
gain by the Fund. The Fund currently does not intend to rebuild the
property and has listed the land (which has a cost basis of
$261,644) for sale.
PROPERTIES CURRENTLY HELD BY THE FUND
The Fund currently holds interests in eleven properties (excluding
the land resulting from the fire in Indianapolis, Indiana). Nine of
such properties are currently operating properties, as summarized
below:
Property Acquisition Cost Annual Rental Payments
am/pm Market, Carson City, NV $ 703,871 $ 103,293
Taco Cabana, San Marcos, TX 1,013,505 151,794
Denny's Restaurant, Casa Grande, AZ 721,420 100,084
Children's World, St. Louis, MO 950,627 111,849
Children's World, Merrimak, NH 1,159,242 136,933
Children's World, Chino, CA 1,305,518 154,284
Children's World, Palatine, IL 801,098 94,049
Cheddar's Restaurant, Davenport, IA 1,530,934 217,117
Bennigan's Restaurant, Cincinnati, OH 1,898,768 75,000
Total $10,175,983 $1,144,403
The Fund also owns a property in Mesquite, Texas that was formerly
operated as a J.T. McCords Restaurant. This property is currently
vacant and listed for sale or lease. The Partnership has accepted
an offer to sell its interest in the Sizzler property for
approximately $315,000. The transaction is expected to close in the
first quarter of 1997 and will generate a tax loss of approximately
$518,000 or $22.60 per Unit.
EFFECTS OF AMENDMENT
In the event Investors approve the Amendment, the remainder of the
proceeds from the sale of the properties above will be reinvested in
new properties. It would be objective of the Fund to invest such
proceeds in properties that generate rental payments of at least the
same rate as the operating properties listed above. Accordingly, if
such proceeds were successfully reinvested in this type of property,
the rental revenues generated by the Fund would be increased.
If Investors do not approve the amendment, Investors will receive
a distribution of approximately $4,300,000, or approximately $186.00
per outstanding Limited Partnership unit in the first quarter of
1997 from sale of these properties. This distribution of Net
Proceeds on Sale would reduce the Adjusted Capital Contributions of
Investors by an additional $186.00 per outstanding Limited
Partnership unit.
The eight properties that have been sold generated aggregate
rental revenues of $1,120,657 during the last full year of their
operations. Future Fund revenues, and therefore cash distributions
to investors, will be reduced because of the distribution of sales
proceeds. Distributions would be further reduced if the remaining
sales proceeds were returned to the investors. Further, unless the
nonoperating property listed above is relet rather than sold, the
Fund will be dependent in the future on the approximately $1,144,403
of cash flow currently generated from rental payments from operating
properties for payment of expenses and to fund distributions.
INTEREST OF THE GENERAL PARTNER
Neither the General Partners, nor any of their affiliates, will
receive any fees for reinvestment of the Net Proceeds of Sale or in
connection with the acquisition of any property. The General
Partners will be reimbursed for any costs they incur in completing
any acquisition and in connection with management of the property in
accordance with, and subject to the limitations in the Partnership
Agreement. The Partnership Agreement provides, in general, that the
general partners may be reimbursed, at their cost, for expenses
incurred in acquiring and managing properties and allows the general
partners to allocate certain overhead expenses, subject to
limitations, to such costs. To the extent that the Amendment to the
Partnership Agreement is not approved and the proceeds from the sale
of the properties are not reinvested, the amount of capital under
management by the General Partners through this Fund, and the scope
of the Fund's operations, will be reduced. Such reduced operations
can be expected to reduce the aggregate amount of reimbursements
that the General Partners receive from the Fund.
The Managing General Partner holds 20 Units as a limited partner
in the Fund. No other General Partner or Affiliate of the General
Partners holds any interest as a limited partner in the Fund.
VOTING UNITS
Voting by Investors on an Amendment of the Partnership Agreement
is based upon Fund units ("Voting Units"). As of January 1, 1997,
there were 22,920 Voting Units outstanding. Each Voting Unit is
entitled to one vote. Fractions of Voting Units will be included in
the total.
To the best of the Managing General Partner's knowledge, there is
no beneficial owner holding five percent or more of the Voting Units
including the General Partners.
In order for the proposed Amendment to be adopted, a majority of
the Voting Units must be voted in favor of the Amendment.
PROCEDURES FOR VOTING
Accompanying this Consent Statement is a Consent Form for each
Investor with respect to his/her unit ownership in the Fund. By
checking the appropriate box, each Investor can indicate whether
he/she votes FOR or AGAINST or ABSTAINS as to the proposed
Amendment. IF ANY INVESTOR RETURNS A CONSENT FORM DULY SIGNED
WITHOUT CHECKING ANY BOX, HE/SHE WILL BE DEEMED TO HAVE VOTED FOR
THE AMENDMENT.
An Investor who votes against, or abstains, does not have
appraisal or similar rights under Minnesota law.
The Managing General Partner has fixed the close of business on
January 1, 1997 as the record date for the determination of the
Investors entitled to vote on the proposed Amendment; the close of
business on March31, 1997 as the date by which Consent Forms must be
received by the Managing General Partner in order to be counted; and
April 1,1997 as the date on which the consents are to be counted.
An Investor may revoke his/her/its consent at any time prior to
March 31, 1997, provided written revocation is received by the
Managing General Partner prior to that date.
The cost of solicitation of consents of the Investors will be
borne by the Fund. The solicitations will be made by the mails.
This Consent Statement was first mailed to Investors on or about
February 15, 1997. Staff of the Managing General Partner will be
available by telephone to answer any questions concerning this
Consent.
INCORPORATION BY REFERENCE
The information included under the captions "Financial Statements
and Notes to Financial Statements," "Selected Financial Data" and
Management's Discussion and Analysis of Financial Condition and
Results of operations" of the Fund's Annual Report on Form 10-KSB
for the year ended December 31, 1995 and Quarterly Report on Form 10-
QSB for the quarter ended September 30, 1996 is hereby incorporated
by reference. Copies of such sections are being delivered to you
with this consent statement.
BY ORDER OF THE BOARD OF DIRECTORS
OF AEI FUND MANAGEMENT XVII, INC.
Robert P. Johnson, President
Exhibit A
PROPOSED AMENDMENT OF
LIMITED PARTNERSHIP AGREEMENT OF
AEI REAL ESTATE FUND XVII
Changes in the existing provisions of the Limited Partnership
Agreement that would be made by the proposed Amendment are shown
below. Existing provisions proposed to be omitted are enclosed in
brackets. New matter is printed in bold.
SECTION 5.4 DISTRIBUTION OF NET PROCEEDS OF SALE
5.4 Distribution of Net Proceeds of Sale. Upon financing,
refinancing, sale or other disposition of any of the Properties, Net
Proceeds of Sale may be reinvested in additional properties until [a
date 24 months after the date on which the offer and sale of units
pursuant to the Prospectus is terminated], THE GENERAL PARTNER
DETERMINES THAT IT IS IN THE BEST INTERESTS OF THE FUND TO BEGIN
LIQUIDATION OF THE FUND; provided, however, that sufficient cash is
distributed to the Limited Partners to pay state and federal income
taxes (assuming Limited Partners are taxable at a marginal rate of
28% for federal income tax purposes or such greater rate as is the
maximum effective rate for federal income taxation applicable to
individuals) created as a result of such transaction.
IMPORTANT IMPORTANT
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
CONSENT OF LIMITED PARTNERS
THIS CONSENT IS SOLICITED BY THE BOARD
OF DIRECTORS OF AEI FUND MANAGEMENT XVII, INC.,
THE MANAGING GENERAL PARTNER
The undersigned, a Limited Partner of AEI Real Estate Fund XVII
Limited Partnership (the "Fund"), hereby consents (unless otherwise
directed below) to the proposal identified below to adopt an
Amendment to Section 5.4 of the Limited Partnership Agreement of the
Fund (the "Partnership Agreement"), as more fully described in the
Consent Statement (the "Proposal"). By voting for the Proposal, the
undersigned hereby appoints AEI Fund Management XVII, Inc. as its
attorney-in-fact with power to sign and acknowledge on its behalf
any instrument that may be necessary to evidence the Amendment to
the Partnership Agreement and any corresponding Amendment to the
Certificate of Limited Partnership.
Please date and sign this Consent below and return it in the
enclosed, postage paid envelope. To be counted, this Consent must
be received not later than the close of business on March 31, 1997.
Adoption of Amendment to Section 5.4 of the Partnership Agreement
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Fund Units held by the signing Limited Partner will be
voted as directed. They will be voted "FOR" the Proposal if no box
is checked.
Please sign exactly as your name appears below. When
Partnership units are held by joint tenants, both owners should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS CONSENT.
Dated: , 1997
Signature (if held jointly)
