UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 19, 2007
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
(Exact name of Registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  000-24843
(Commission File Number) 		  47-0810385
(IRS Employer Identification No.)
         
1004 Farnam Street, Suite 400, Omaha, Nebraska       68102
(Address of principal executive offices)       (Zip Code)
Registrant’s telephone number, including area code: (402) 444-1630
Not applicable
(Former name, former address and former fiscal year, if applicable)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 8.01 Other Events.
     On December 19, 2007, America First Tax Exempt Investors, L.P., (the “Company”) announced that The Burlington Capital Group, LLC (“Burlington”) has adopted a prearranged trading plan (the “Plan”) with RBC Dain Rauscher (“RBC”) under which RBC will acquire Beneficial Unit Certificates representing assigned limited partnership interests in the Company (“BUCs”) in open market purchases made from time to time for the account of Burlington beginning January 1, 2008. Burlington may acquire up to $2,000,000 of BUCs under the Plan.
     Burlington is the general partner of the Company’s general partner. As a result, the Plan was established in accordance with the guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934.
     A Press Release announcing the adoption of the Plan, and providing more information with respect to the Plan, was issued by the Company. A copy of this Press Release is included as Exhibit 99 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
  99   Company Press Release, dated December 19, 2007
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 19, 2007
                 
    AMERICA FIRST TAX EXEMPT INVESTORS,    
    L.P., a Delaware limited partnership    
 
                
 
      By:   America First Capital Associates
Limited Partnership Two, a Delaware
limited partnership, its general partner		    
 
                
 
      By:   The Burlington Capital Group LLC, a
Delaware limited liability company, its
general partner		    
 
                
 
      By:
Name: 		  /s/ Michael J. Draper
 
Michael J. Draper 		   
 
      Title:   Chief Financial Officer