REGULATORY UPDATE

A panel of experts and key regulators from SEC & FINRA will share their views on the following legal and regulatory issues

• FINRA discusses new Notice requiring “net share price” account statement valuation for non-listed REITs
• Enforcement trends for Direct Investment advertising materials
• Adequacy of “Valuation Methodology” disclosure SEC filings
• MFFO disclosure update for State and SEC consideration
• Broker Dealer Compliance and Due Diligence “best practice” guidelines for non-listed REITs and BDCs

Wednesday – September 14, 2011 12pm – 1pm Eastern

You will have an opportunity to submit questions in advance for the panel to address.

Please submit all questions by close of business

Registration required. Space is limited.

Moderator:

Kirk Montgomery, Chief Legal Officer, Wells Real Estate Funds

Panel:

Michael McTiernan – Assistant Director of the REIT Group, SEC

Minh Le – Assistant Director, FINRA

Peter Fass – Partner, Proskauer Rose, LLP

Please note that replay presentation & any accompanying materials acknowledges by accepting these materials that they include proprietary information and work product of the Investment Program Association and the participating panelists. The recipient further acknowledges that in accepting these materials, the recipient agrees that they shall be kept confidential, shall only be used within the recipient?s organization, shall not be provided to any third parties or reproduced in whole or in part for public distribution of any kind, and shall not be used with or provided to any clients, investors, financial advisors, broker dealers or sales personnel or used in connection with any securities marketing or solicitations. Recipient also acknowledges that in furnishing these materials, neither the Investment Program Association nor any of the participating panelists are providing any legal, tax, accounting or investment advice. The recipient should seek such advice from qualified professionals.

Agenda: REGULATORY UPDATE

A panel of experts will share their views on key legal and regulatory issues facing our industry.

• RIA update
• SEC Regulatory Update
• Due Diligence Update
• FINRA Update

Wednesday – March 30, 2011 12pm – 1pm Eastern

(Please note that this was originally scheduled for March 23)

If you cannot view the above flash video, please use the link below.

Panel of Experts:

Host: Kevin Hogan, Executive Director of IPA

Mr. Hogan has more than 30 years of experience across a diverse range of financial services responsibilities, including product development, strategic planning and sales/marketing management. Prior to joining the IPA, Kevin was Senior Vice President, Product Development and Marketing for LPL Financial, where he was responsible for brokerage product sales and marketing including annuities, mutual funds, alternative investments, retirement plans and cash products. Previously, he worked at Scudder Investments in Chicago as head of annuity product marketing, spent 15 years at CNA Financial Corp. in Chicago as chief marketing officer of the variable life and annuity division and held a senior management role with Metropolitan Life.

As Executive Director of the IPA, Kevin helps set strategic direction for the organization, manages operations, and oversees the IPA’s membership-driven committee structure.

Moderator: Michael Choate

Michael J. Choate concentrates his practice in securities and corporate finance matters such as public and private offerings of both equity and debt securities, with a particular emphasis on Real Estate Investment Trusts or “REITs,” mergers and acquisitions, corporate governance issues, and federal securities law compliance matters.

Michael’s experience includes: structuring public and private debt and equity offerings; representing both publicly and private held entities in merger and acquisition transactions including various REIT internalization transactions; counseling publicly traded entities on all matters of corporate governance, securities law, and compliance; representing clients in a variety of proxy and tender offer situations; advising clients involved in SEC investigations; and advising clients on matters of general corporate, partnership or limited liability company law.

Panelist: Deborah S. Froling

Deborah S. Froling is a member of Arent Fox LLP’s Corporate/Securities and Real Estate Groups in the Washington, D.C. office. She has extensive experience in public and private offerings of debt, equity and convertible securities as both issuer’s and underwriter’s counsel, primarily for real estate companies, including REITs, tenant in common syndications, as well as equipment financing companies.

She has also worked with public and private company clients providing general corporate counseling and advising on periodic and annual reporting and other Securities and Exchange Commission disclosure requirements. Deborah started her career at the Securities and Exchange Commission’s Division of Corporation Finance as an Attorney-Advisor in the real estate group and worked in private practice at two national law firms in Washington, D.C. as well as a nationally recognized law firm in real estate securities in Richmond, Virginia prior to joining Arent Fox LLP.

Deborah is a member of numerous professional associations, including the Real Estate Securities Investment Association, where she is a member of the Board of Directors as well as the Legislative and Regulatory Committee and Due Diligence Committee, the Investment Program Association, where she is a member of the Legal and Regulatory Committee, the American Bar Association’s Section of Business Law, where she is a member of the leadership of the State Securities Subcommittee, and Deborah serves as Treasurer and a member of the Executive Board of the National Association of Women Lawyers.

Panelist: Heath Linsky

Heath D. Linsky is a partner in Morris, Manning & Martin’s Corporate, Securities, Funds & Alternative Investments, and Real Estate Capital Markets practices. Mr. Linsky’s practice is concentrated in representing public and private companies in general corporate matters, securities offerings and compliance, mergers and acquisitions and real estate capital markets.

Mr. Linsky has significant experience assisting public companies, including listed and non-listed REITs, in securities offerings. He has represented companies registering approximately $12 billion in publically offered securities. Mr. Linsky also has represented dozens of companies in their mergers and acquisitions, in transactions ranging from $2 million to $1.4 billion. He also advises clients on corporate governance, audit and special committee matters, and general securities law compliance, such as Exchange Act reporting and listing requirements.

Mr. Linsky represents clients in diverse industries, including among others, real estate, technology, medical device, alternative investments and finance. He also advises hedge funds in their formation and organization, including “fund of funds” and master-feeder funds.

Panelist: Todd Snyder

Todd is the firm’s founder and has over 20 years of legal, financial and due diligence experience with a wide variety of direct placement programs, including real estate, secured lending, oil and gas, equipment leasing, low-income housing, venture capital, hedge funds and investment advisory services. In addition to practicing corporate and securities law, Todd was formerly the Vice President of Due Diligence for H. Beck, Inc., a registered broker-dealer.

Todd is admitted to practice law in the State of Maryland and the District of Columbia and is licensed as a Certified Public Accountant in the State of Maryland. Todd was awarded the Elijah Watts Sells Award with High Distinction from the American Institute of Certified Public Accountants. Todd holds a JD, a BA in Economics and a BS in Business from the University of Maryland.

Panelist: Wally W. Kunzman, Jr.

Mr. Kunzman has been actively involved in the securities area as a lawyer for over 25 years and has performed all aspects of securities compliance in over 200 offerings over this period. Also, he has represented more than a dozen broker/dealers in all aspects of their business. Mr. Kunzman was an adjunct professor, Oklahoma City University School of Law in 1982, and has lectured in the securities and corporate areas for the University of Tulsa, Oklahoma City University, the IPA and the Oklahoma Society of Certified Public Accountants.

Also, Mr. Kunzman has spoken at the NASAA Corporation Finance Training seminars for two of the last three years. He serves as a FINRA arbitrator and has served on committees to the Oklahoma Securities Department, been an expert witness for the Securities Department of the State of Kansas and worked with the states of Texas, Louisiana, and New Mexico concerning the enactment of securities exemptions for the oil and gas industry. Mr. Kunzman has been a member of the FINRA Series 22/39 Item Writing and Review Committee since 2008.

The IPA is excited to issue the MFFO Guidelines to our membership. We conducted an Educational Webinar on January 12th, 2011 to help organizations better understand the MFFO Guidelines.

The IPA MFFO Webinar Objectives:

• Learn how the IPA MFFO guideline was created
• Expanding Use of Non-GAAP Performance Measures by REIT?s
• Close-up of MFFO Adjustments
• Broker-Dealer Perspective
• Sponsor Perspective
• IPA Next Steps in the Implementation Process

Who should listen to this:

• Due Diligence Staff
• Broker Dealer Community
• Sponsor Community

If you cannot view the above flash video, please use the link below.

The recipient of this MFFO replay presentation & any accompanying materials acknowledges by accepting these materials that they include proprietary information and work product of the Investment Program Association and the participating panelists. The recipient further acknowledges that in accepting these materials, the recipient agrees that they shall be kept confidential, shall only be used within the recipient?s organization, shall not be provided to any third parties or reproduced in whole or in part for public distribution of any kind, and shall not be used with or provided to any clients, investors, financial advisors, broker dealers or sales personnel or used in connection with any securities marketing or solicitations. Recipient also acknowledges that in furnishing these materials, neither the Investment Program Association nor any of the participating panelists are providing any legal, tax, accounting or investment advice. The recipient should seek such advice from qualified professionals.

IPA MFFO GUIDELINE DISCUSSION

IPA Practice Guideline 2010-01

Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds From Operations

(“IPA PG 2010-01″)

Wednesday, January 12th, 2011

12pm – 1pm Eastern

Register Today!

Registration required. Space is limited.

Agenda:

• Learn how the IPA MFFO guideline was created and the IPA process
• Expanding Use of Non-GAAP Performance Measures by REIT’s
• Closeup of MFFO Adjustments
• Broker-Dealer Perspective
• Sponsor Perspective
• IPA Next Steps in the Implementation Process

Who should attend:

• Due Diligence Staff
• Broker Dealer Community
• Sponsor Community

Have your Questions Answered Directly by the Panel.

Please submit questions in advance.

Please submit all questions by close of business

Friday, January 7th using the link below:

Click Here to Submit Questions

Moderator: Kevin Hogan, Executive Director of IPA

Mr. Hogan has more than 30 years of experience across a diverse range of financial services responsibilities, including product development, strategic planning and sales/marketing management. Prior to joining the IPA, Kevin was Senior Vice President, Product Development and Marketing for LPL Financial, where he was responsible for brokerage product sales and marketing including annuities, mutual funds, alternative investments, retirement plans and cash products. Previously, he worked at Scudder Investments in Chicago as head of annuity product marketing, spent 15 years at CNA Financial Corp. in Chicago as chief marketing officer of the variable life and annuity division and held a senior management role with Metropolitan Life.

As Executive Director of the IPA, Kevin helps set strategic direction for the organization, manages operations, and oversees the IPA’s membership-driven committee structure.

Panel of Experts:

Rob Fleshman, Partner of Deloitte & Touche LLP

Rob is a partner in the Atlanta Audit and Enterprise Risk Management Practice and has over 20 years of public accounting experience. He specializes in serving real estate, construction, and service industry clients and leads Deloitte’s Southeast Real Estate practice. Rob has significant experience in public company reporting matters and mergers and acquisition transactions. He is Deloitte’s representative on the NAREIT Best Financial Practices Committee and the Investment Program Association’s REIT Committee.

Frank McCarthy, Vice President of Ameriprise Financial Services, Inc.

Frank A. McCarthy is employed by Ameriprise Financial Services, Inc. as Vice President and General Manager of the External Products Group. He has responsibility for the non-proprietary products offered through Ameriprise Financial Services, Inc., including mutual funds, 529 Plans, REITs, funds of hedge funds, structured products, syndicates, managed futures, annuities and brokered insurance.

Before joining Ameriprise, Mr. McCarthy was President of TCF National Bank’s affiliated broker-dealer, TCF Securities, Inc., from 2000-2003; from 2003 to August 2004 he was Chief Operating Officer and General Counsel for TCF Investments and Insurance Group. Before TCF he was employed by North Central Life Insurance Company for eighteen years in several capacities, starting as Claims Attorney and advancing to Chief Operating Officer.

He serves as an advisory member of the Board of Directors for the Investment Program Association, the industry trade association for direct investment products including non-traded REITs. He also served for several years on the Board of Directors for both the Insurance Federation of Minnesota and the Consumer Credit Insurance Association, a national trade association. He holds a B.S. degree in Marketing from St. Cloud State University and a J.D. from William Mitchell College of Law.

Keith Allaire, Managing Director of Robert A. Stanger & Company, Inc.

Keith Allaire is a Managing Director with Robert A. Stanger & Co., a nationally recognized investment banking firm which specializes in REITs and real estate direct participation programs. As managing director of Stanger’s Investment Banking & Financial Advisory Services Division, Mr. Allaire oversees the provision of strategic planning services and financial advisory services in connection with accessing public capital markets, the structuring of institutional and retail programs, mergers and consolidations, equity capital and debt financing, asset and management company sales and acquisitions, valuations, and fairness opinions.

Mr. Allaire has been the lead banker on real estate financing, sale, merger and consolidation assignments involving over $10 billion of assets, including numerous public REIT formations, and has provided advisory services to numerous private REITs and many of the nation’s leading public and private institutional investors.

Mr. Allaire has been involved in the REIT and real estate program industry for over twenty-nine years. Mr. Allaire currently serves as Chairman of the Investment Program Association’s Non-Traded REIT Committee and REIT Financial Standards Subcommittee.

John Park, Director of Strategic Planning of W.P. Carey & Co. LLC

Mr. Park is the Director of Strategic Planning for W. P. Carey & Co. LLC. He joined the firm as an investment analyst in 1987 and have served in various capacities including Director of Research and CFO. He received a B.S. In chemistry from Massachusetts Institue of Technology and an MBA in finance from Stern School of Business at NYU.

• Session timing: The first lame duck session started on Nov. 15, and will likely continue through tomorrow, Nov. 19. A second session will take place after the holiday break, starting Nov. 29.
• Legislation of note Congress has addressed so far:
  • The misnamed Paycheck Fairness Act (S. 3772) failed yesterday by only two votes.
  • FDA Food Safety Modernization Act (S. 510) passed in committee and awaits Senate floor vote.
  • The Senate GOP Caucus two-year moratorium on earmarks was approved.
• Legislation likely to be addressed: a continuing resolution to fund most government operations at current levels (Congress has until December 3); and new legislation to repeal the onerous 1099 requirement in the new health care law
• Legislation in limbo: 2001/2003 expiring tax cuts and business tax provisions are priority for businesses; card check legislation; climate change legislation, transportation funding (SAFETEA-LU) reauthorization; discussion of the Debt Commission’s budget report suggestions; immigration legislation (the DREAM Act); cybersecurity bill; trade legislation; and medicare insurance legislation
• Bottom Line: Congress has a lot to accomplish in a small window of time and uncertainty looms. The bipartisan summit at the White House was postponed until Nov. 30. President Obama must signal openness to compromise. If the 2001/2003 tax cuts expire, we’ll experience one of the largest tax hikes in America’s history. $3.8 trillion will be placed in the government’s hands only 45 days from now unless action is taken.

Take advantage of these tax issue resources:

• U.S. Chamber’s Nov. 15 letter to Congress urging extension of all the expiring 2001 and 2003 tax rates and the expired 2009 business tax provisions
• Taxes Backgrounder from the Heritage Foundation
• Article from The Hill: “Sen. Warner: Lack of Pre-Election Tax Cut Deal “An Embarrassment”“

Take Action Now!

• Add your organization’s name by Nov. 30 to the business community’s letter to the Hill supporting 2001/2003 tax cuts and business tax provisions
• Contact Congress and encourage your officials to stop the largest tax hike in American history
• Sign up for issue email alerts and policy news

Thanks for your support. Please contact us at federation@uschamber.com or 1-888-732-5228 with questions.

On Thursday, October 6, 2010 IPA hosted another Webinar entitled “What is Moving the Needle in Non-Traded REITs”. The moderator for this call was Brian Sward, Vice President of Due Diligence at National Planning Holdings. Our panelists included Kevin Gannon, Managing Director at Rober A. Stanger & Co.; Mark Mullen, Managing Director at Macquarie Capital Funds; and Nick Schorsch, Chief Executive Office at American Reality Capital.

Topics included:

• Real Estate Market Trends
• Fund Raising Trends
• Responsible Advisor Trends
• Industry Initiatives

Click on the link below to hear what our panelists shared in an engaging discussion of:

• Private Offering Considerations
• Accredited Investor definition changes
• “Bad Actor” disqualification
• Advisor Considerations
• Federal vs. State regulations
• Adviser/Broker Dealer Fiduciary Duty
• Advisor Registration Rule Interpretation
• Changes to the Investment Advisers Act of 1940
• Sarbanes-Oxley Section 404 (b) Exemption

12pm – 1pm Eastern

TOPIC: FINANCIAL REFORM BILL

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

Please join us and hear a panel of industry experts discuss the legal and regulatory implications of this bill.

Key topics will include:

• Accredited Investor Guideline Clarification
• Advisor Licensing Rule Interpretation

You can view the webinar here.

Click on the link below to hear what our panelists shared in a lively discussion of:

1)  Gulf of Mexico and offshore drilling
2)  Shale drilling and fracking regulation
3)  Pending tax legislation
4)  Responses to news accounts to provide financial advisors and clients more balanced information concerning environmental matters

An Oil and Gas Question and Answer document will be posted to the website in the coming weeks on www.ipa.com.