Subject: File No. s7-26-07
From: Craig Immel - President
Affiliation: Headwaters Land Investment Co.

November 26, 2007

Dear Ms. Morris -

I am writing in support of the commission proposal to exempt licensed real estate professionals from the current restriction on collecting referral fees, advisory fees or buyer agency commissions on securitized Tenant in Common (TIC) investments.

I am a licensed Colorado real estate broker with an interest in making suitable, securitized TIC investments available (on a referral basis) to my clients as an alternative to direct, 100% ownership of 1031 Exchange replacement real estate, and/or to the small percentage (10% or so, last time I checked) of TIC deals structured as real estate. My clients trust me to present the replacement property solutions that best match the client's risk profile, geographic preference and desired return. If there is a great TIC deal out there that happens to be structured as a security, a real estate broker may be hesitant to present it to his client due to his present inability to receive compensation for the referral to the Licensed Security Dealer or Sponsor. Undoubtedly, real estate brokers and securities dealers alike are doing a major disservice to the investing public by not cooperating to help our clients make the absolute best real estate investment decision possible. After all, isn't the whole mission of the SEC and various State Real Estate Commissions to protect the general public?

I hold a Master's degree in Real Estate and Construction Management from Daniels College of Business at the University of Denver, during the completion of which I have successfully completed graduate-level coursework in Real Estate Securities and Syndications, as well as Real Estate Capital Markets - including REITs and CMBS. I must say that I'm somewhat offended by the blanket statements made in some of the Broker/Dealer and Registered Reps comments to the NAR proposal that suggest that real estate professionals have no understanding of the details of TIC deals or any other type of real estate syndication. Surely, there are real estate brokers out there that I don't feel are capable of handling the transaction of a single family home, just as there are plenty of Broker/Dealers and Registered Reps who make people on the securities side look bad.

I could support some minimum criteria for ensuring that only qualified real estate brokers are collecting large commissions in securitized TIC deals. Specific CE programs, Graduate level university coursework, and the CCIM designation are all possible solutions. However, at this time, there are no requirements, other than basic licensure, required for real estate brokers to participate in TIC deals structured as real estate. As an aside, if the Securitized TIC Dealer or Sponsor is doing all of the "heavy lifting," why should there be such concern over the qualifications of the real estate broker who is simply collecting a relatively small referral fee?

Let's find a way to work together on this. Modern TIC deals may or may not be structured as securities, but they are ALWAYS real estate deals when a deed/title to real property is transferred. In Colorado, and all other states that I know of, the only person capable of collecting a fee or commission for real estate brokerage services rendered is a licensed real estate professional.


Craig Immel - President
Headwaters Land Investment Co.
Denver, CO