-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9n5QiaNv0//HhA04e+HpoiZir1Q0AVr/dDdbpM+ddZxHoEfbuUyoFO2L0c9iuA6 eOz1UEqL1B8szCosg7ctsQ== 0000000000-05-029829.txt : 20060817 0000000000-05-029829.hdr.sgml : 20060817 20050614130323 ACCESSION NUMBER: 0000000000-05-029829 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050614 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO CENTRAL INDEX KEY: 0000762859 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521365317 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 9200 KEYSTONE CROSSING STREET 2: SUITE 500 CITY: INDIANAPOLIS STATE: IN ZIP: 46240-7602 BUSINESS PHONE: 3178177500 MAIL ADDRESS: STREET 1: NHP INC STREET 2: 8065 LEESBURG PIKE STE 400 CITY: VIENNA STATE: VA ZIP: 22182-2738 LETTER 1 filename1.txt Mail Stop 4561 June 15, 2005 VIA U.S. MAIL AND FAX (864) 239-5824 Mr. Stephen Waters Vice President National Corporation for Housing Partnerships 55 Beattie Place, PO Box 1089 Greenville, SC 29602 Re: National Housing Partnership Realty Fund Two Form 10-KSB for the year ended December 31, 2004 File No. 0-14458 Dear Mr. Waters: We have reviewed your June 9, 2005 response letter and have the following additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-KSB for the year ended December 31, 2004 Financial Statements and Notes Note 1 - Summary of Partnership Organization and Significant Accounting Policies Recent Accounting Pronouncements 1. Considering the disproportionate voting rights of the Partnership and your response to our May 25, 2005 comment 2 stating the Partnership has not identified parties other than the Partnership and NHP, a related party, involved in the activities of the local limited partnerships, and for whom these activities are conducted, it appears you have met the criteria in paragraph 5(c). Please explain how you have concluded that the local limited partnerships are not VIEs under paragraph 5(c) as stated in your response to our April 13, 2005 comment 2 in light of these facts. 2. Given the related party relationship of the Partnership and the general partner of the local limited partnerships, please explain the substance of the Partnership`s ability to remove the general partner without cause. Please provide the relevant terms of the partnership agreements, as applicable. You may contact Matthew Dowling, Staff Accountant, at (202) 551-3467 or me at (202) 551-3403 if you have questions. Please respond to the comments included in this letter within ten business days or tell us when you will provide us with a response. Please file your response on EDGAR. Sincerely, Steven Jacobs Accounting Branch Chief ?? ?? ?? ?? Mr. Stephen Waters National Housing Partnership Realty Fund Two June 15, 2005 Page 1 -----END PRIVACY-ENHANCED MESSAGE-----