Exhibit 3.3 FOURTH
AMENDMENTTOTHE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENTOFCONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP This
FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, dated as of
August 29, 2008 (this Amendment), is by and among ConCap Equities,
Inc., a Delaware corporation (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,
Consolidated Capital Institutional Properties/3, a California limited
partnership (the California Partnership), and Consolidated Capital
Institutional Properties/3, 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
Second Amended and Restated Limited Partnership Agreement of Consolidated
Capital Institutional Properties/3, made as of May 22, 1984, and amended
and restated as of May 1, 1985 and as of July 15, 1985, as amended by
the First amendment, dated as of October 23, 1990, the Second Amendment,
dated as of October 23, 1990, and the Third Amendment, dated as to
October 12, 2006 (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)Section 1.01 of the Partnership Agreement is hereby amended and restated
to read in its entirety as follows: 1.01 
Formation and Agreement of Limited Partnership.  Consolidated Capital
Institutional Properties/3 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 May 22, 1984, and amended and restated as of
May 1, 1985 and as of July 15, 1985.  Pursuant to an Agreement
and Plan of Merger, dated as of August 29, 2008, by and between the California
Partnership and Consolidated Capital Institutional Properties/3, 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 (as so amended, the Agreement); (c) ConCap Equities,
Inc., a Delaware corporation, 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. (b)Section 1.02 of the Partnership Agreement is hereby amended and restated
to read in its entirety as follows: 1.02 
Name and Principal Place of Business.  The name of the Partnership is
Consolidated Capital Institutional Properties/2, 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 1.04(r) of the Partnership Agreement (the definition of
Partnership) is hereby deleted. (d)Section 4.02(g) of the Partnership Agreement is hereby amended and
restated to read in its entirety as follows: (g) 
Filing of Reports.  The Partnership will file with any appropriate
federal or state regulatory agency requiring the same a copy of each report made
pursuant to subdivisions (a), (b), (c) and (d) of this Section 4.02,
concurrently with its transmittal to the Limited Partners. (e)Section 5.04(a) of the Partnership Agreement is hereby
deleted. (f)The last sentence of Article XVIII 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. (g)The Partnership Agreement is hereby amended by the addition of a new
Article XXI, which will read in its entirety as follows: XXI. 
SERIES OF LIMITED PARTNERSHIP INTERESTS 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. CONCAP
EQUITIES, INC., a Delaware corporation By:         
/s/ Martha L.
LongMartha L. Long Senior Vice President