SEC Comment Letter for NATIONAL TAX CREDIT INVESTORS II (CIK 0000859921) — Aug 1, 2005
NATIONAL TAX CREDIT INVESTORS II (CIK 0000859921)
Date: Aug. 1, 2005 · CIK: 0000859921 · Accession: 0000000000-05-039427
AI Filing Summary & Sentiment
File numbers found in text: 000-20610
Letter
Mail Stop 4561 VIA U.S. MAIL AND FAX (864) 239-5824 Mr. David R. Robertson President and Chief Executive Officer National Partnership Investments Corp. 55 Beattie Place, PO Box 1089 Greenville, SC 29602
Re: National Tax Credit Investors II Form 10-KSB for the year ended December 31, 2004 Filed April 18, 2005 File No. 000-20610
Dear Mr. Robertson:
We have reviewed your July 14, 2005 response letter and have the following additional comments.
1. We note that your reconsideration of paragraph 5(c) resulted in the identification of three additional local limited partnerships as variable interest entities. We also note your disclosure in Note that "NTC-II, or another affiliate of the General Partner, is the Local Operating General Partner in 10 of the Partnership`s 31 Local Partnerships." Since Exhibit A to your July 14, 2005 response letter only identifies three VIE`s where the local general partner is an affiliate of AIMCO, please tell us how you considered paragraph 5(c) with respect to the remaining seven local limited partnerships referenced in Note 3.
2. We note your conclusion that the general partner is more closely associated with the local limited partnership and therefore is the primary beneficiary. Please explain to us in sufficient detail how you considered and concluded on each of the indicators in paragraph 17 and your rationale for doing so. In your response, tell us how you weighted each of these factors in arriving at your conclusion.
* * * *
You may contact Josh Forgione, at (202) 551-3431, or me, at (202) 551-3403, if you have questions. Please respond to the comments included in this letter within 10 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>
<TYPE>LETTER
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<FILENAME>filename1.txt
<TEXT>
August 1, 2005
Mail Stop 4561
VIA U.S. MAIL AND FAX (864) 239-5824
Mr. David R. Robertson
President and Chief Executive Officer
National Partnership Investments Corp.
55 Beattie Place, PO Box 1089
Greenville, SC 29602
Re: National Tax Credit Investors II
Form 10-KSB for the year ended December 31, 2004
Filed April 18, 2005
File No. 000-20610
Dear Mr. Robertson:
We have reviewed your July 14, 2005 response letter and have
the following additional comments.
1. We note that your reconsideration of paragraph 5(c) resulted in
the identification of three additional local limited partnerships
as
variable interest entities. We also note your disclosure in Note
3
that "NTC-II, or another affiliate of the General Partner, is the
Local Operating General Partner in 10 of the Partnership`s 31
Local
Partnerships." Since Exhibit A to your July 14, 2005 response
letter
only identifies three VIE`s where the local general partner is an
affiliate of AIMCO, please tell us how you considered paragraph
5(c)
with respect to the remaining seven local limited partnerships
referenced in Note 3.
2. We note your conclusion that the general partner is more
closely
associated with the local limited partnership and therefore is the
primary beneficiary. Please explain to us in sufficient detail
how
you considered and concluded on each of the indicators in
paragraph
17 and your rationale for doing so. In your response, tell us how
you weighted each of these factors in arriving at your conclusion.
* * * *
You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within 10 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
??
??
??
??
Mr. David R. Robertson
National Partnership Investments Corp.
August 1, 2005
Page 1
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