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1、芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆
2、腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁
3、莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅
4、芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂
5、肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆
6、芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀
7、腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅
8、莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿
9、膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃
10、肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇
11、艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄
12、膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿
13、莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃
14、膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇
15、肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃蝿肆芈蚂袁衿膄蚁薁肄膀芈螃羇肆芇袅膃莅芆薅羅芁芅蚇膁膇芄螀羄肃莄袂螇莂莃薂羂芈莂蚄螅芃莁袆肀腿莀薆袃肅荿蚈聿莄莈螁袁芀莈袃肇膆蒇薂袀肂蒆蚅肅羈蒅袇袈莇蒄薇膃芃蒃虿羆腿蒂螁膂肅蒂袄羅莃蒁薃螇艿薀蚆羃膅蕿螈螆肁薈蒈羁肇薇蚀袄莆薆螂聿节薆袅袂膈薅薄肈肄薄蚆袁莂蚃 practitioners corner: an interesting timefor real estate
16、has there ever been a more interesting time in real estate finance? happier times, yes, more profitable times, definitely yes .but more interesting? the year leading up to september 2008 saw the creation of real estate finance structures of breathtaking complexity .since than time in the real estate
17、 finance industry have been involved mainly in trying to understand what went wrong, and to determine whether the collapse, was in any material way the result of flaws in these complex real estate finance structures .or was it just a function of external economic pressures and the cyclical nature of
18、 real estate .while the jury is still out. the answer seems to be that the structures did not cause the real estate recession, but through their opaque nature they may have made the recession worse, both by delaying the recognition of the underling fragility of the market and by making the problems,
19、 once recognized, even more difficult to resolve.one thing is sure: many people, whether legislators, regulators, lawyers, accountants, bankers or those who raise and consume real estate capital are now working very hard to address(1) how to resolve distressed real estate capital structures, and (2)
20、how to improve the structures and form of delivery of real estate capital to the market in the future. change being considered now will affect the real estate markets through the next generation. following are a few examples.restoring american financial stability actas l write this, the us is beginn
21、ing its final debate of the restoring american financial stability act <rafs>, and appears to be building momentum for adoption in some form, which would then require reconciliation with the equivalent house version. if adopted in anything like its current form it will cut a broad swath of cha
22、nge across current business. practices by providers of real estate capital of all shapes and sizes .it will give the federal reserve bank new powers over financial institutions but in turn impose more congressional over sight of the fed. 1 lawyers recognize that often the most compelling litigation
23、cases lead to the worst precedent: judicial over-reaching in the face of egregious facts. will that be the case with the rafs and the resulting regulations? will we spend the next 20 years backing away from the reforms adopted in this atmosphere of crisis? this will all play out over the coming mont
24、hs and years, we will keep an eye on the process in this column, and as with all subjects covered in this column, we would welcome hearing your perspective on this.calpers and placement agentsmuch of the real estate investment momentum over the year 2005 through 2007 was fueled by increased asset al
25、location within public employee pension founds, attracted by seemingly high returns. one example of this was a $14 billion net increase in commercial real estate investment 9by the california public employees retirement system (calpers) as the market boomed in 2005 and 2006.not only was the net expo
26、sure increased, but, as detailed in a "real estate program review", dated april 19,2010,by the real estate unit of the calpers investment office," new investment disproportionally made to high risk investments ".in a memorandum accompanying the program review the real estate cons
27、ultant to the calpers, board also noted a wide variety of factors that apparently contributed to the 48.2 percent decline in net assets at fair market value from june 30,2008 through june 30,2009, in the calpers real estate portfolio, as follows:(1) higher amounts of leverage, which lowered income r
28、eturns and increased exposure to changes in the asset value;(2) recourse debt, which exposed calpers to risks beyond the specific assets;(3) looser program guidelines gave investment strategies;(4 shifting commitments from stabilized core investment to non-stabilized opportunistic investments, which
29、 now comprise more than 40 percent of the current holdings in the portfolio;(5) a dramatic increase in the number of manager relationships and commingled investment vehicles provided less control, poorer governance and hindered staffs ability to resolve problems and liquidate asset;2 (6) vintage yea
30、r concentration with over $27 billion of equity commitments made in 2005 and 2006,in part driven by successful market timing dispositions realized by core partner.interestingly neither the real estate program review nor the pca memorandum cite the undue influence of "placement agents", gen
31、erally third party consultants with differing degrees of professional and competence, political or board connections, and compensation arrangements who undoubtedly contributed to the "increase in the number of manager relationships", "looser program guidelines," and "large c
32、oncentrated investments." however, the california legislature did take note of the potential foe abuse. on october 11,2009,governor , schwarzenegger signed into law assembly bill no. 1584 regulating the role of placement agents and requiring disclosure of contributions or gifts to state and loc
33、al retirement board members. this now has been followed by assembly bill no. 1743, not yet enacted into law, which would define placement agents as lobbyists into accordance with californias political reform act. this would impose strict controls<as opposed to simply disclosure>over gifts and
34、contributions, and would prohibit compensation contingent on any investment decision. the latter provision produced initial strong opposition from the blackstone group, from which it subsequently backed off. the bill still face significant opposition from trade association, which, not surprisingly,
35、prefer the regulatory approach of complete disclosure as opposed to outright prohibition .all of this is a story that will continue to unfold, with new york being another state looking closely at the issue, but while the issue of the access is important, the issue of allocation and investment strate
36、gy are even more critical. as pca concludes in its memorandum:calpers experience during the past 28 years suggests that a real estate strategy focused primarily on direct investment in core-risk type properties has provided a more attractive risk adjusted return than the more aggressive opportunisti
37、c strategy. pca finds significant merit in the overall context of the calpers investment program in pursuing a less aggressive strategy. with more controls, than was in place between 2002and 2006.3 will this mean that public pension funds increasingly will focus on the same core, stable assets that
38、are being pursued by global investment fund? perhaps, but in the real estate program review the staff notes that at current values the calpers actual real estate investment portfolio is at 6.8 percent of total asses versus the target allocation of 10 percent and "the dislocation in the real est
39、ate market will present investment opportunities, which is good news for the real estate capital market. fiara and private placementas noted above, congress is considering adding additional structures to the private placement market. while it is un clear how many of those structures will survive the
40、 legislative process, the financial industry regulatory authority (finra), acting as the watchdog of the securities broker-dealers and securities registered representatives who sell private placements of, among other assets, real estate and oil and gas, has published new regulatory guidance as to th
41、e "obligation of broker-dealers to conduct reasonable investigations in regulation d offering".private placement, or so-called regulation d or regulation 506 offerings sold through the securities broker-dealers channel, have a long and constructive history of raising capital for small and
42、mid-sized business , including real estate and oil and gas companies .in the "background" section of rn 10-22,finra cites an estimate of $609 billion of such securities on the market in 2008. finra cites an estimate of $609 billion of such securities on the market in 2008. however, finra r
43、eminds its member broker-dealer must have made a "reasonable investigation" before determining that a security is "suitable" for investor generally and to the specific investors to whom it is being sold.rn 10-22obviously this is all very general ,leaving fertile ground for interp
44、retation. perhaps more to the point on a practical level, finra reminds broker-dealers that they may conduct their own independent investigation of the issuer and the offering, and not simply rely on information provided by an independent counsel or due diligence firm hired by the broker-dealers, or
45、 the "syndicate manager", the "managing" broker-dealer, the broker-dealer independent investigation has to include a reasonable investigation "at a minimum" into the following issuers:4 (1) the issuer and its management;(2) the business prospects of the issuer;(3) the a
46、ssets held by or to be acquired by the issuer;(4) the claims being made; and(5) the intended use of proceeds of the offering rn 10-22finra also add adds a cautionary note on two particular areas of concern: (1) when the broker-dealer is an affiliate of the issuer and (2) when the broker-dealer and n
47、ow the issuer prepare the private placement memorandum. rn 10-22it also reminds broker-dealers to look for "red flags", financial statements that, although purportedly audited by an accountant, contain numerous indications that the financial statements are inaccurate.beyond these general p
48、rinciples, after a reminder of supervisory and documentation responsibilities, finra closed the notice with helpful list of specific areas broker-dealers should include in their investigation, including:1. as to the "issuers and management":a. historical financial statements; with particul
49、ar focus on whether there are credible audited financial statements;b. inquiring about the activities and cash needs of affiliates;c. contacting customers and suppliers; andd. investigation of litigation and regulatory compliance;2. as to the "issuers business prospect":a. review of the is
50、suers business plan, including critical assumption; andb.in depth review of the financial models and projected returns, including stress testing.3. as to "issuers asset"a.viewing the asset on site; andb.reviewing third party engineering and similar<as to oil and gas, geologist>report
51、s.rn 10-22in a footnote finra cautions securities registered representatives that description in the notice of the due diligence obligation of a broker-dealer "is also 5 intended to cover the concomitant responsibilities of any registered representativeswho recommends a regulation d offering to
52、 his or her customer."rn 10-22 probably does not so much create new standards of due diligence asit makes existing standards clearer and more precise ,to that end ,it would bedangerous for any broker-dealer or registered representative not to maintain detailedfiles covering each of the specific
53、 areas of concern listed by finra.sec proposed revision of asset-backed securities (abs) regulation (abs proposal)last and certainly not least we should note the secs recent releasenos.33-9117and 34-61858 proposing "significant the offering process, disclosure andreporting for asset-backed secu
54、rities ".abs proposal" summary"."significant" isprobably an understatement as the abs proposal includes almost 200 pages ofproposed rules, requiring some 365 pages of additional explanation, the "paperworkreducing act" portion of the abs proposal by itself continue
55、s for 27 pages.of course the underlying problems addressed in the abs proposal are criticallyimportant to our economical recovery. perhaps no other single factor has been sobroadly attributed as a cause of the united state and even world-wide capital marketcollapse. in the abs proposal the sec cites
56、 the importance of the proposedrulemaking :the recent financial crisis highlighted that investor and other participant in thesecuritization market did not have the risk underlying those securities and did notvalue those securities properly or accurately .the severity of this lack ofunderstanding and
57、 the extent to which it pervaded the market and impacted the usand worldwide economy calls into question the efficacy of several. in light of theproblems exposed by the financial crisis, we are proposing significant revisions to ourrules governing offers, sales and reporting with respect to asset-ba
58、cked securities.these proposals are designed to improve investor protection and promote moreefficient asset-backed market.as its inception, securitization primarily served as a vehicle for mortgagefinancing, since then asset-backed securities have played a significant role in doth the6 us and global
59、 economy. at the end of 2007, there were more than $7trillon of both agency and non-agency mortgage-backed securities outstanding. securitization can provide liquidity to nearly all major sectors of the economy including the residential and commercial real estate industry, the leasing industry, and the commercial lending and credit market.
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