1. MODULE 14

2. REAL ESTATE SYNDICATION

3. What is a Syndication? w Organizational Form of Ownership w Types of Syndicate Offerings w Reasons for Syndication

4. Forms of Ownership: Tax Treatment, Liability, and Capital Access w Sole Ownership w Corporations C - Corp S – Corp w Partnership General Limited Publicly Traded (MLP) w LLC’s w REIT’s

5. Distinguishing Partnership from Corporation w Continuity of Life w Centralized Management w Limited Liability w Free Transfer of Interest

6. REIT Rules: A Tax Vehicle w 95% Distribution of Taxable Income w 75% “Good” Asset Test w 75% “Good” Income Test w Limits of Income from Capital Gains w Managed by Trustees w Issues Shares: 5/50 Rule w May not be a Financial Institution or Insurance Company

7. REITs – Corporations - Partnerships w Depreciation w Holding Period w Retained Earnings w Tax Credits w Debt Financing w Passive Loss Limitations

8. Syndication Risk Analysis w Legal Aspects w Form of Business Organization w Agreement Features w SEC Registration

9. Securities Aspects w Registration w Exemptions

10. Tax Considerations w LP Depreciable Base w Fees w Special Allocation w An Example