Exhibit 31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael J. Draper, certify that:
1. I have reviewed this Annual Report on Form 10-K of America First Tax Exempt Investors, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in the
report, fairly present in all material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods represented in this report;
4. The Companys other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the Company and have:
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the Company, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
(b) |
|
Evaluated the effectiveness of the Companys disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
(c) |
|
Disclosed in this report any change in the Companys internal control over
financial reporting that occurred during the Companys most recent fiscal quarter (the
Companys fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Companys internal control
over financial reporting; and |
5. The Companys other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the Companys auditors and the audit committee of
the Companys board of directors:
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the Companys ability to record, process, summarize and report financial
information; and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the Companys internal control over financial reporting. |
Date: March 5, 2007
|
|
|
|
|
|
|
|
|
By
|
|
/s/ Michael J. Draper
Michael J. Draper
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
The Burlington Capital Group LLC, acting in its capacity as general partner of the |
|
|
|
|
|
|
General Partner of America First Tax Exempt Investors, L.P. |
|
|