Item 8.01 Other Events.

On October 6, 2009, America First Tax Exempt Investors, L.P., (the "Issuer") entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., RBC Capital Markets Corporation and Oppenheimer & Co. Inc. as representatives for the underwriters named therein (the "Underwriters"). The Underwriting Agreement provides for the sale by the Issuer of 4,200,000 shares representing assigned limited partnership interests in the Issuer. Under the terms of the Underwriting Agreement, the Underwriters have the option, exercisable for a period of 30 days, to purchase an additional 630,000 shares from the Issuer to cover overallotments. The Underwriting Agreement contains customary representations, warranties, and agreements by the Issuer, customary conditions to closing, indemnification rights, obligations of the parties, and termination provisions. The offering is being made pursuant to the Issuer's effective shelf registration statement on Form S-3 relating to the sale of up to $100,000,000 of Issuer's shares (Registration No. 333-139864), as supplemented by the prospectus supplement, dated October 6, 2009. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

On October 7, 2009, the Issuer issued a press release, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement dated October 6, 2009, among Deutsche Bank Securities Inc., RBC Capital Markets Corporation, Oppenheimer & Co. Inc. and the Issuer.

99.1 Press Release of the Issuer, dated October 7, 2009.

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