American Partnership Board^® has the expertise and experience to facilitate limited partnership transactions with state-of-the-art online auction technology. This provides a new level of sophistication in the limited partnership secondary market. As the most active auction facility for limited partnerships and other illiquid securities, American Partnership Board® is the largest independent firm of its kind in the financial service industry.

History and Background
Since the 1970’s there have been over 130 billion dollars invested in public limited partnerships. Many of these partnerships were structured as tax-shelters with losses being deductible from ordinary income. The Tax Reform Act of 1986 limited the deductibility of partnership losses, thus leaving numerous limited partners with tax shelter investments they could no longer utilize. Tax Reform also had an enormous negative impact on the value of the underlying real estate held by many partnerships.

Highly Trained and Experienced Personnel
We provide our staff with continuing extensive training on our auction and related systems.  They are experts in these investments, and efficiently utilize the tools and technology available to them.  Instead of chasing paperwork, they focus on completing transactions quickly and efficiently.

Some of the special services they provide:

	Verify the seller’s current ownership of units before mailing contracts.
	Provide prompt follow-up calls for missing paperwork or signatures.
	Documents delivered via facsimile, e-mail or UPS.
	Carefully review documents for accuracy prior to submission for transfer.
	Maintain current distribution information for traded partnerships.
	Provide two-day bank settlement of trades once an ownership transfer date is received.

Compliance and Regulatory Structure
The secondary market for limited partnerships and unlisted REITs is subject to rules issued by the Securities Exchange Commission (SEC), NASD, and IRS. The purpose of these regulations is to ensure that clients receive fair and ethical treatment, and to maintain the tax advantages associated with such products.

We believe compliance with regulatory rules is a very important issue to consider when selecting a broker/dealer to facilitate the purchase or sale of these securities.

American Partnership Board takes the necessary steps to ensure that procedures comply with governing rules and regulations.

Tax Issues
For many years, the IRS has been concerned that a nontaxable partnership investment vehicle may in substance really be a taxable corporate entity if units are actively traded in the secondary market.  Obviously, in the event that a partnership is deemed to be a corporation, there are serious adverse tax consequences for investors.

In 1988, the Service issued Notice 88-75 to provide guidance with respect to safe harbors available to protect the tax status of partnerships.  Essentially, partnerships appeared to be protected if trades were conducted through a Matching Service as defined in the Notice or the volume of trading did not exceed 5% in any given calendar year.  Currently, the safe harbor for limited partnership trading is only 5%.  An exception to this rule is the Qualified Matching Service, as described below.

Qualified Matching Service
In 1999, American Partnership Board® petitioned and obtained a private letter ruling from the IRS stating that it operates as a Qualified Matching Service (QMS), in accordance with the rules and procedures outlined under Section 1.7704_1(g)(2)(i), (ii), (iii) and (iv) of the Internal Revenue Code. 

A Qualified Matching Service gives General Partners the ability to provide additional liquidity for their investors, and acts as a defense mechanism against mini-tenders.  Partnerships that utilize the QMS can trade up to 10% of their interests in a given calendar year.

Enhanced, Consolidated Technology
American Partnership Board has consolidated the first online auction site in the industry with the best software and technology for more efficient trade clearing, settlement, quality control and competitive transaction costs.

Alliances
American Partnership Board clients include individual investors, accounting and legal firms, financial planners, broker/dealers, estate planners, administrators and private bankers who appreciate superior customer service provided by our highly trained staff and state-of-the-art technology.