SEC Comment Letter for NATIONAL TAX CREDIT INVESTORS II (CIK 0000859921) — Jun 15, 2005
NATIONAL TAX CREDIT INVESTORS II (CIK 0000859921)
Date: June 15, 2005 · CIK: 0000859921 · Accession: 0000000000-05-030189
AI Filing Summary & Sentiment
Referenced dates: May 25, 2005
Letter
Mail Stop 4561 June 15, 2005 VIA U.S. MAIL AND FAX (864) 239-5824 Mr. Stephen Waters Vice President National Corporation for Housing Partnerships 55 Beattie Place, PO Box 1089 Greenville, SC 29602
Re: National Tax Credit Investors II Form 10-KSB/A for the Year Ended December 31, 2004 File No. 0-20610
Dear Mr. Waters:
We have reviewed your June 9, 2005 response letter and have the following additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB for the year ended December 31, 2004
Financial Statements and Notes
Note 1 - Summary of Partnership Organization and Significant Accounting Policies
Recent Accounting Pronouncements
1. We have reviewed your response to comment 2 in our letter dated May 25, 2005. Please address the following additional items:
* Tell us the name of the general partner of the local limited partnerships and if they are currently consolidating the variable interest entities.
* Please provide us with a representative excerpt from the local limited partnerships agreements that discuss the fact that the general partner is prohibited from selling, assigning, transferring, mortgaging, pledging or
otherwise encumbering or disposing of its interests and identifies the parties with the related consent rights.
2. In your response you list a number of indicators that you believe make the general partner the principal and the limited partner the agent. A number of the indicators related to the general partner appear to be the role of a management company. In addition, under the terms of the partnership agreement, the general partner is prohibited from selling, transferring or encumbering its interest in the partnership without the approval of the limited partner. This also appears to indicate that the general partner is the agent. Tell us how you addressed the above factors in determining which party was the principal and agent and also discuss any kick-out rights that the limited partner possesses.
You may contact Matthew Dowling, Staff Accountant, at (202) 551-3467 or me at (202) 551-3403 if you have questions. Please respond to the comments included in this letter within ten business days or tell us when you will provide us with a response. Please file your response on EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
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<DOCUMENT>
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<TEXT>
Mail Stop 4561
June 15, 2005
VIA U.S. MAIL AND FAX (864) 239-5824
Mr. Stephen Waters
Vice President
National Corporation for Housing Partnerships
55 Beattie Place, PO Box 1089
Greenville, SC 29602
Re: National Tax Credit Investors II
Form 10-KSB/A for the Year Ended December 31, 2004
File No. 0-20610
Dear Mr. Waters:
We have reviewed your June 9, 2005 response letter and have
the
following additional comments. Please understand that the purpose
of
our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in
these respects. We welcome any questions you may have about our
comments or any other aspect of our review. Feel free to call us
at
the telephone numbers listed at the end of this letter.
Form 10-KSB for the year ended December 31, 2004
Financial Statements and Notes
Note 1 - Summary of Partnership Organization and Significant
Accounting Policies
Recent Accounting Pronouncements
1. We have reviewed your response to comment 2 in our letter
dated
May 25, 2005. Please address the following additional items:
* Tell us the name of the general partner of the local limited
partnerships and if they are currently consolidating the variable
interest entities.
* Please provide us with a representative excerpt from the local
limited partnerships agreements that discuss the fact that the
general partner is prohibited from selling, assigning,
transferring,
mortgaging, pledging or
otherwise encumbering or disposing of its interests and identifies
the parties with the related consent rights.
2. In your response you list a number of indicators that you
believe make the general partner the principal and the limited
partner the agent. A number of the indicators related to the
general
partner appear to be the role of a management company. In
addition,
under the terms of the partnership agreement, the general partner
is
prohibited from selling, transferring or encumbering its interest
in
the partnership without the approval of the limited partner. This
also appears to indicate that the general partner is the agent.
Tell
us how you addressed the above factors in determining which party
was
the principal and agent and also discuss any kick-out rights that
the
limited partner possesses.
You may contact Matthew Dowling, Staff Accountant, at (202)
551-3467 or me at (202) 551-3403 if you have questions. Please
respond to the comments included in this letter within ten
business
days or tell us when you will provide us with a response. Please
file your response on EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
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Mr. Stephen Waters
National Tax Credit Investors II
June 15, 2005
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