November 30, 2022
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Attn: Susan Block
100 F Street, N.E.
Washington, D.C. 20549
Re: | America First Multifamily Investors, L.P. |
| Registration Statement on Form S-3 filed on November 23, 2022 |
| File No. 333-268538 |
Dear Ms. Block:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, America First Multifamily Investors, L.P. (the “Registrant”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. (EST) on Friday, December 2, 2022, or as soon as practicable thereafter.
Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at (317) 231-7333 with any questions you may have regarding this request. In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.
Sincerely,
/s/ Jesse A. Coury
Jesse A. Coury
Chief Financial Officer
cc: Kenneth C. Rogozinski, America First Multifamily Investors, L.P.
David P. Hooper, Esq., Barnes & Thornburg LLP
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