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Meridian Street  \nIndianapolis, IN 46204-3535  \n317-236-1313  \n317-231-7433 (Fax)  \n[www.btlaw.com](www.btlaw.com)  \nDavid P. Hooper  \nPartner  \n(317) 231-7333 [dhooper@btlaw.com](dhooper@btlaw.com)  \nSeptember 30, 2013  \nVia EDGAR  \nU. S. Securities and Exchange Commission Division of Corporation Finance  \nAttn: Mark S. Webb, Legal Branch Chief  \n100 F Street, N.E.  \nWashington, D.C. 20549  \nRe: America First Tax Exempt Investors, L.P.  \nRegistration Statement on Form S-3  \nFiled on September 5, 2013  \nFile No. 333-191014  \nDear Mr. Webb:  \nWe have received your letter dated September 25, 2013, detailing your office ’s review of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) ofAmerica First Tax Exempt Investors, L.P. (the “Company”) . On behalf of the Company, below are our responses to those comments. For your convenience, I have reproduced your comments and requests for information in bold below followed by our responses in regular type. Contemporaneously with this letter, the Company also is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) reflecting our responses to your comments. References in this letter to the “prospectus” mean the prospectus, as amended, being filed with the Amendment No. 1.  \n* * * * *  \nRegistration Statement on Form S-3  \nGeneral  \n1. Please advise, with a view toward disclosure, the percentage of the distributions of each of the last three years that is tax exempt.  \nResponse: The approximate percentage of distributions made by the Company to its shareholders that is tax exempt for 2012, 2011, and 2010 is 90%, 94%, and 89%, respectively. In response to the Staff’s comment, the Company has revised its disclosures in the Registration Statement as you indicate. I refer you to page 2 of the Amendment No. 1 under the heading “Business Objectives and Strategy” for the additional disclosure, which reads as follows:  \n“For the years ended December 31, 2012, 2011, and 2010, the Partnership reported on its federal income tax return tax-exempt interest income as a percentage of total income of approximately 90%, 94%, and 89% . A  \nMark S. Webb  \nSecurities and Exchange Commission September 30, 2013  \nPage 2 of 6  \nshareholder’s tax form K-1 reported a similar percentage of tax-exempt income compared to total income assuming the shareholder owned the shares during the full calendar year.”  \nAmerica First Tax Exempt Investors, L.P., page 1  \nOur Business, page 1  \n2. We note that the Partnership may acquire equity interests in multifamily properties and convert such interests to ownership of tax-exempt mortgage revenue bonds “at the time the property ownership is restructured.” Please describe the restructuring process in more detail, including the Partnership’s strategy in the event it is unable to convert its equity interests into ownership of tax-exempt mortgage revenue bonds.  \nResponse: In response to the Staff’s comment, the Company has revised its disclosures in the Registration Statement as you requested. I refer you to page 2 of the Amendment No. 1 under the heading “Our Business” for the revised disclosure, which reads as follows:  \n“To restructure each of the MF Properties into a tax-exempt mortgage revenue bond, the Partnership teams with a third party developer who works to secure a tax-exempt mortgage revenue bond issuance from the local housing authority. Once the developer receives the tax-exempt mortgage revenue bond commitment, the Partnership will sell the MF Property to a not-for-profit entity or to an entity owned by the developer in connection with a syndication of Low Income Housing Tax Credits (“LIHTCs”) under Section 42 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) . The Partnership expects to acquire the tax-exempt mortgage revenue bonds issued to provide debt financing for these properties at the time the property ownership is restructured. Such restructurings","cbCait9fjCgOpjN2","https://ap.wps.com/l/cbCait9fjCgOpjN2","pdf",55586,6,"English","# Response to SEC Comments\n## Tax-exempt distribution percentages (2010–2012)\n## Restructuring into tax-exempt mortgage revenue bonds\n## Asset mix percentages for described investment types\n## Ownership chart request\n## Relocating Risk Factors section","[{\"question\":\"What is the purpose of this letter to the SEC?\",\"answer\":\"The letter provides the firm’s responses on behalf of America First Tax Exempt Investors, L.P. to comments on its Registration Statement on Form S-3, with corresponding revisions reflected in Amendment No. 1.\"},{\"question\":\"How does the company address the SEC’s request for tax-exempt distribution percentages?\",\"answer\":\"The company states that the approximate percentage of tax-exempt distributions was 90% for 2012, 94% for 2011, and 89% for 2010, and notes corresponding disclosure revisions.\"},{\"question\":\"How does the letter describe the restructuring process involving tax-exempt mortgage revenue bonds?\",\"answer\":\"The company describes partnering with a third-party developer to secure a tax-exempt mortgage revenue bond issuance, selling the multifamily property to a qualifying entity in connection with LIHTC syndication, and generally expecting restructurings within 36 months, with an operating plan if the property cannot obtain such bonds.\"}]","America First Tax Exempt Investors, L.P. - Registration Statement on Form S-3 - Response Letter | PDF",1789816248]