SEC Company Response from Greystone Housing Impact Investors LP (GHI) (CIK 0001059142) (GHI) — Jul 1, 2005
Greystone Housing Impact Investors LP (GHI) (CIK 0001059142)
Date: July 1, 2005 · CIK: 0001059142 · Accession: 0001059142-05-000008
AI Filing Summary & Sentiment
File numbers found in text: 000-24843
Letter
AMERICA FIRST COMPANIES 1004 FARNAM STREET OMAHA, NEBRASKA 68102 TELEPHONE (402) 444-1630 July 1, 2005 Michael Moran Branch Chief Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 America First Tax Exempt Investors, L.P. Form 10-K for the Year Ended December 31, 2004 and Form 10-Q for the Quarterly Period Ended March 31, 2005 File No. 000-24843
Dear Mr. Moran:
This letter is in response to the comment letter, dated June 22, 2005, addressed to Mr. Michael Draper, Chief Financial Officer of America First Tax Exempt Investors, L.P. (the 'Partnership') with respect to the above-referenced Form 10-K and 10-Q.
We respectfully submit the following response to the comment contained in the staff's letter. For your convenience, we have reproduced the text of the comment and follow with our response.
1. We note Deloitte & Touche LLP did not audit the financial statements of two consolidated variable interest entities and the firm has relied upon the report of another auditor as it relates to the amounts included for these entities. Please advise or revise to include the report of the other auditor as required by Rule 2-05 of Regulation S-X.
Response:
The Partnership will amend its Annual Report on Form 10-K for the year ended December 31, 2004 to include the report of the other auditor ('Katz, Sapper & Miller') as required by Rule 2-05 of Regulation S-X. The Partnership would like to point out to the staff that Katz, Sapper & Miller is not a registered audit firm with the PCAOB. The Partnership believes Katz, Sapper & Miller is not required to be registered with the PCAOB in accordance with Rule 2100 of the PCAOB. Katz, Sapper & Miller did not provide material services (20% of total engagement hours or fees) nor did they perform the majority of the services of a private equity method investee which comprises 20% or more of the total assets or revenues of the issuer. We believe this view is consistent with the staff's interpretation of the AICPA SEC Regulations Committee Meeting held on April 8, 2004.
The Partnership acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings. The Partnership also recognizes that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Partnership may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.
We trust that the foregoing adequately responds to each of the staff's comments and questions. Please feel free to contact me if you need anything further in connection with this matter.
Sincerely
/s/ Michael J. Draper
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AMERICA FIRST COMPANIES
1004 FARNAM STREET
OMAHA,
NEBRASKA 68102
TELEPHONE (402) 444-1630
July 1, 2005
Michael Moran
Branch Chief
Securities and Exchange
Commission
Division of Corporation Finance
450 Fifth Street,
N.W.
Washington, DC 20549
America First Tax Exempt Investors, L.P.
Form 10-K for the
Year Ended December 31, 2004 and Form 10-Q for the Quarterly Period Ended
March 31, 2005
File No. 000-24843
Dear Mr. Moran:
This letter is in response to the comment letter, dated June 22, 2005,
addressed to Mr. Michael Draper, Chief Financial Officer of America First Tax
Exempt Investors, L.P. (the 'Partnership') with respect to the above-referenced
Form 10-K and 10-Q.
We respectfully submit the following response to the comment contained in the
staff's letter. For your convenience, we have reproduced the text of the comment
and follow with our response.
1. We note Deloitte & Touche LLP did not audit the financial
statements of two consolidated variable interest entities and the firm has
relied upon the report of another auditor as it relates to the amounts included
for these entities. Please advise or revise to include the report of the other
auditor as required by Rule 2-05 of Regulation S-X.
Response:
The Partnership will amend its Annual Report on Form
10-K for the year ended December 31, 2004 to include the report of the other
auditor ('Katz, Sapper & Miller') as required by Rule 2-05 of Regulation
S-X. The Partnership would like to point out to the staff that Katz, Sapper
& Miller is not a registered audit firm with the PCAOB. The Partnership
believes Katz, Sapper & Miller is not required to be registered with the
PCAOB in accordance with Rule 2100 of the PCAOB. Katz, Sapper & Miller did
not provide material services (20% of total engagement hours or fees) nor did
they perform the majority of the services of a private equity method investee
which comprises 20% or more of the total assets or revenues of the issuer. We
believe this view is consistent with the staff's interpretation of the AICPA SEC
Regulations Committee Meeting held on April 8, 2004.
The Partnership acknowledges that it is responsible for the adequacy and
accuracy of the disclosure in its filings. The Partnership also recognizes that
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the Partnership may not assert staff comments as a defense in any proceeding
initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States.
We trust that the foregoing adequately responds to each of the staff's
comments and questions. Please feel free to contact me if you need anything
further in connection with this matter.
Sincerely
/s/ Michael J. Draper
Michael J. Draper
Chief
Financial Officer
America First Companies, LLC, acting in its capacity as
general partner
of the General Partner of America First Tax Exempt Investors,
L.P.
cc: Donna DiSilvio