Exhibit 3.7  SECOND AMENDMENTTOTHE AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENTOFCentury
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 the California Partnership prior to the Merger and to the
Delaware Partnership, as the Surviving Entity in the Merger, from and after the
Effective Time.  References herein to the Partnership Agreement are to
the 1983 Partnership Agreement, as amended pursuant to an Amendment, dated as of
September 29, 2003, the Second Amendment, dated as of August 29, 2008, and
as subsequently amended from time to time. (b)Section 1 of the Partnership
Agreement is hereby amended and restated to read in its entirety as
follows: 1. 
Name and Place of Business.  The name of the Partnership is Century
Properties Fund XIX, LP and its principal place of business is 55 Beattie
Place, P.O. Box 1089, Greenville, South Carolina 29602, or such other place or
places as the General Partner may from time to time determine. (c)Section 2.1.38 of the Partnership
Agreement (the definition of Partnership) is hereby deleted. (d)Section 15.1.17 of the Partnership
Agreement is hereby amended by replacing the word California with the word
Delaware. (e)Section 16.4 of the Partnership
Agreement is hereby amended by replacing the word California with the word
Delaware. (f)Section 17.3 of the Partnership
Agreement is hereby amended by replacing the word California with the word
Delaware. (g)Section 17.4 of the Partnership
Agreement is hereby amended by replacing the word California with the word
Delaware. (h)Section 20.1.1 of the Partnership
Agreement is hereby amended by replacing the word California with the word
Delaware. (i)Section 21.2 of the Partnership
Agreement is hereby amended by replacing the words both the Commission and the
California Commissioner of Corporations with the words the
Commission. (j)Section 22.2 of the Partnership
Agreement is hereby amended and restated to read in its entirety as
follows: This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and, unless expressly or by
necessary implication contravened by any provision hereof, the provisions of the
Delaware Revised Uniform Limited Partnership Act shall apply. (k)Section 22.7 of the Partnership
Agreement is hereby amended as follows: 22.7  The name and address of the General Partner
is: Fox
Partners II 55
Beattie Place, P.O. Box 1089 Greenville, South
Carolina 29602 (l)The Partnership Agreement is hereby
amended by the addition of a new Section 24, which will read in its
entirety as follows: 24.  SERIES OF LIMITED PARTNERSHIP INTERESTS 24.1    
Notwithstanding any other provision of this Agreement, the General Partner is
hereby authorized to amend the Partnerships Certificate of Limited Partnership
and this Agreement at any time, and from time to time, as it determines, in its
sole discretion, may be necessary or desirable to establish, and convert
existing limited partnership interests into, different designated series of
limited partnership interests that have separate rights with respect to
specified partnership property, in accordance with Section 17-218 of the
Delaware Revised Uniform Limited Partnership Act.  Without limitation of
the foregoing, the General Partner shall be authorized to adopt amendments that
would provide for any or all of the following: ·All income, earnings, profits and proceeds from the series
property, including any proceeds derived from the refinancing, sale or other
disposition of such property, and any funds or payments derived from any
reinvestment of such proceeds, would be allocated solely to such series for all
purposes, and would be so recorded upon the books of account of the
Partnership. ·Separate and distinct books and records would be maintained for
each series, and the assets and liabilities associated with a particular series
would be held and accounted for separately from the other assets of the
Partnership and other series. ·If there are any assets, income, earnings, profits, proceeds,
funds or payments that are not readily identifiable as belonging to any
particular series, the General Partner would allocate them among any one or more
of the series in such manner and on such basis as the General Partner, in its
sole discretion, deems fair and equitable, which determination would be
conclusive and binding on the Limited Partners of all series for all
purposes. ·The assets belonging to a particular series would be charged
solely with the liabilities of the Partnership in respect of such series and all
expenses, costs, charges and reserves attributable to such series.  Any
general liabilities, expenses, costs, charges or reserves of the Partnership
that are not readily identifiable as belonging to any particular series would be
allocated and charged by the Partnership to and among one or more of the series
in such manner and on such basis as the General Partner, in its sole discretion,
deems fair and equitable, which allocation would be conclusive and binding on
the Limited Partners of all series for all purposes. ·No limited partner of any series will have any claim on or any
right to any assets allocated to or belonging to any other series. ·At the time a series of limited partnership interest is
established, a separate capital account would be established on the books of
each series for each Limited Partner which would initially consist of that
portion of such Limited Partners existing capital account that relates to the
series property.  Thereafter, the capital account of each Limited Partner
in that series would be adjusted in the manner set forth in the Agreement, but
only with respect to (i) capital contributions to such series,
(ii) allocations of profit and loss relating to the series, and
(iii) distributions paid in respect of such series. 2.Miscellaneous. (a)Effect of Amendment.  In the event of any conflict or inconsistency
between the terms of the Partnership Agreement and the terms of this Amendment,
the terms of this Amendment shall prevail, and any conflicting or inconsistent
provisions shall be reconciled and construed to give effect to the terms and
intent of this Amendment. (b)Ratification.  Except as otherwise expressly modified hereby, the
Partnership Agreement shall remain in full force and effect, and all of the
terms and provisions of the Partnership Agreement, as herein modified, are
hereby ratified and reaffirmed. (c)Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW. [Reminder of page intentionally left
blank.]  IN WITNESS WHEREOF, the General Partner has executed this
Amendment as of the date first set forth above. Fox Partners II, a
California general partnership  By:   
FOX CAPITAL MANAGEMENT CORPORATIONManaging General Partner  By:      
/s/ Martha L. LongMartha L. Long Senior Vice
President