Exhibit
23.3
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in Registration Statement No.
333-139864 on Form S-3 of our report dated February 2, 2007 (which reports
expresses an unqualified opinion), related to the 2006 financial statements of
Woodbridge Apartments of Bloomington III, L.P., appearing in this Current Report
on Form 10-K of America First Tax-Exempt Investors, L.P. for the year ended
December 31, 2008.
/s/ Katz,
Sapper & Miller, LLP
Indianapolis,
Indiana
February
27, 2009