24th AnnuAl Meeting

May 20-22, 2015

Mandarin Oriental Washington D.C.

ABA Forum on Affordable Housing and Community Development Law

Dear Colleagues,This year’s conference builds on the Forum’s long-standing tradition of providing a venue for the discussion of the latest developments in affordable housing and community development law, while also offering an opportunity to consider broader forces affecting the nation’s affordable housing and community development resources. Sessions will explore strategies and policies related to tax credit equity, community economic development, public housing, fair housing, and innovations in the housing and community development field.

ADVANCE REGISTRATION:Register in advance for the conference at bit.ly/ahannual15. In order to be included in the list of conference attendees, you must register by May 8, 2015.

Some of the workshops you won’t want to miss:• A Housing and Community Development Perspective on Ferguson,

Missouri;• Community Economic Development workshops such as Social Impact

Bonds and Cooperatives as Vehicles for Community Economic Development;

• General Partner Removal: Negotiation and Implementation;• What’s new at HUD’s Office of Recapitalization;• New Markets Tax Credit Tax Opinions;

• Navigating Cross-Cutting HUD Approvals such as Environmental Reviews and Previous Participation Reviews

• Creating Communities of Opportunity;• New and Uncommon Debt Sources;• Structuring and Documenting Joint Ventures;• Rental Assistance Demonstration (RAD) Program;• Introductory and refresher review of Tax Credit Projections and Loan

Documents in Tax Credit Deal; • Tax and Business Strategies for Exiting Tax Credit Deals;• Tax Credit Hot Topics;• Ethically Securing Data; and• The Multiple Challenges of Multiple Building Projects.

A few important notes:• We will hold two Wednesday afternoon sessions, one in partnership

between the Forum’s HUD practice committee and the U.S. Department of Housing and Urban Development at HUD headquarters, and the other in partnership between the Forum's tax credit practice committee and the Internal Revenue Service at the Department of Treasury.

• The Conference will be an excellent opportunity for networking, including the following activities (open to all Conference registrants): First Timers and Young Lawyers Reception on Wednesday evening; a Thursday evening networking reception and the Forum practice committee meetings.

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The Forum on Affordable Housing and Community Development Law would like to thank their 2015 Conference Sponsors:

Hotel Information The Conference will be held at the Mandarin Oriental Hotel, 1330 Maryland Avenue, SW, Washington, DC 20024, telephone: 202-554-8588; fax: 202-787-6153. When reserving a room, reference the ABA Forum on Affordable Housing and Community Development Law Annual Conference. To reserve, rooms call the hotel directly at 202-554-8588 or click here.

The reserved room block will be made available until the earlier of April 27, 2015 or when the room block has sold-out.

REGISTER HERE

Financial Hardship: To request an application, send an email to Katherine.Koszyk@americanbar.org.

Sponsorship Opportunities are available for this conference: For more information contact Dawn.Holiday@americanbar.org

Information: visit our website or contact Dawn.Holiday@americanbar.org

We are sure you will find the programs relevant, informative and interesting. See you in DC!

FORUM CHAIR CONFERENCE PLANNING CHAIRS Sherrod Banks Molly Bryson Dan Rosen Sarah Perez The Banks Law Firm Ballard Spahr Klein Hornig BuchalterNemer

COURSE MATERIALS EDITOR

BRONzE

2015 LAw FIRM RECEPTION SPONSORS

NEF

Applegate Thorne-Thomsen, P.C.

Arnall Golden Gregory LLP

The Banks Law Firm P.A.

Ballard Spahr, LLP

Bocarsly Emden Cowan Esmail & Arndt LLP

Dentons

Dykema Gossett, PLLC

Faegre Baker Daniels

Holland & Knight, LLP

Husch Blackwell LLP

Jones walker LLP

Kantor Taylor PC

Klein Hornig LLP

Kutak Rock LLP

Lathrop & Gage LLP

Liles & Rushin LLC

Pepper Hamilton LLP

Reno Cavanaugh PLLC

Rosenblum Goldenhersh, P.C.

The Forum on Affordable Housing and Community Development Law would like to thank their 2015 Conference Sponsors:

wednesday, May, 20, 201512:00 – 6:00 pm REGISTRATION Mandarin Oriental Hotel, Grand Ballroom Foyer

1:00 – 5:15 pm HUD PROGRAMS Robert weaver Building, 451 Seventh Street ~ Brooke Mondale Auditorium, Northwest Lobby Entrance Government Issued ID required for admittance into all Federal Buildings – Plan to arrive 15 minutes before the start of program to pass through security. Pre-registration is required to attend this event. 1:00 pm HUD 50TH ANNIVERSARy – A RETROSPECTIVE By HUD GENERAL COUNSEL The General Counsel reflects on HUD’s 50 years, transitioning to a panel of ABA private practice lawyers and HUD lawyers focusing on the future of the Affordable Housing Practice SPEAKER: Helen Kanovsky, US Department of Housing and Urban Development, Washington, DC

1:30 – 2:15 pm FUTURE OF THE AFFORDABLE HOUSING PRACTICE HUD counsel and private bar members will explore the changing role of lawyers practicing in the field of Affordable Housing and Community Development – from their individual perspectives – HUD, State agency, and developer and lender counsel. They will address the impact of technology, shrinking Federal budget, the role of States and client expectations.MODERATORS: Helen Kanovsky, US Department of Housing and Urban Development, Washington, DCGeorge weidenfeller, Reno & Cavanaugh PLLC, Washington, DCPANELISTS:Karen Kelleher, General Counsel, Mass Housing, Boston, MAAntoinette M. “Toni” Jackson, Jones Walker, LLP, Houston, TXDaryl Mutton, US Department of Housing and Urban Development, San Francisco, CAVentura Simmons, US Department of Housing and Urban Development, New York, NY

2:15 – 2:30 pm BREAK

2:30 – 3:30 pm wHAT DOES THE LAwyER REPRESENTING HUD/FHA MULTIFAMILy DEVELOPERS, OwNERS AND MANAGERS NEED TO KNOw ABOUT FAIR HOUSING? This panel will provide a general overview of the Fair Housing laws (i.e. Fair Housing, ADA, and Sec. 504 and their applicability to multifamily housing properties, including the applicable design and construction requirements. Other topics to be covered are the use of the housing for older person’s exemption for projects with project-based vouchers, Fair Housing rules in conjunction with demolition/ disposition, Housing for Older Persons and local age restrictions, and equal access rules applicable to shelters and shared quarters.MODERATORS: Jeanine worden, US Department of Housing and Urban Development, Washington, DCwatt Taylor, Kantor Taylor Nelson Evatt & Decina PC, Seattle, WA PANELISTS: Patricia McGarvey Knebels, US Department of Housing and Urban Development, Philadelphia, PAEllen Dole, US Department of Housing and Urban Development, Denver, COAmy Glassman, Ballard Spahr, Baltimore, MD

3:30 – 3:45 pm NETwORKING BREAK

3:45 – 5:00 pm wHAT DOES THE LAwyER REPRESENTING HUD/FHA MULTIFAMILy DEVELOPERS, OwNERS AND MANAGERS NEED TO KNOw ABOUT LIHTC? This panel will provide an overview of some of the issues involved in financing multifamily projects using the Low Income Housing Tax Credit. Topics to be covered include the basics of the LIHTC, overview of the structure of a LIHTC transaction, identification of the key players in a LIHTC transaction, understanding the perspectives of various parties to a LIHTC financing, including investors, credit allocating agencies, lenders and HUD, and lessons learned and pitfalls to avoid in closing LIHTC financed-projects.MODERATOR: Kathie Soroka, US Department of Housing and Urban Development, Washington, DC PANELISTS: Mark Abraham, US Department of Housing and Urban Development, Washington, DC Debra Loya, US Department of Housing and Urban Development, San Antonio, TXCynthia Paine, Reno & Cavanaugh, PLLC, Washington, DCAndrea Sato, Kantor, Taylor, Nelson, Evatt & Decina, PC, Seattle, WA

2:00 – 5:00 pm IRS PROGRAMDepartment of Treasury, 1111 Constitution AvePre-registration is required to attend this event. ID required for admittance - Plan to arrive 20 minutes before the start of the program, as all attendees must clear security.

2:00 – 3:15 pm TAx CREDIT DISCUSSIONS wITH THE IRS AND TREASURy: PART 1 Panelists will discuss with IRS and Treasury personnel forthcoming guidance as well as industry issues relating to low-income housing tax credits, new markets tax credits, historic tax credits and state tax credits, as well as depreciable and eligible basis issues.MODERATOR: Glenn Graff, Applegate & Thorne-Thomsen, P.C., Chicago ILSPEAKERS:Jerry Breed, Bryan Cave LLP, Washington DCFaith Colson, Senior Counsel, Branch 1 Office of the Associate Chief Counsel, Washington DCScott Dinwiddie, Special Counsel to the Associate Chief Counsel, Income Tax & Accounting, IRS, Washington, DCPaul Handleman, Chief, Branch 5, Office of the Associate Chief Counsel (Passthroughs and Special Industries), Washington DCNeville Jiang, Branch 6, Income Tax & Accounting, IRS, Washington, DCForrest Milder, Nixon Peabody LLP, Boston MAMichael Novey, Associate Tax Counsel Office of Tax Legislative Counsel, Tax Policy, U.S. Department of the Treasury, Washington DCKathleen Reed, Chief, Branch 7, Office of the Associate Chief Counsel (Income Tax and Accounting), Washington DCBen willis, Attorney-Adviser Office of Tax Legislative Counsel, Tax Policy, U.S. Department of the Treasury, Washington DCSusan wilson, Vice President and Chief Technical Officer, Enterprise Community Investment, Inc., Columbia, MD

3:30 – 5:00 pm TAx CREDIT DISCUSSIONS wITH THE IRS AND TREASURy: PART 2 Continuation of panelists discussion with IRS and Treasury personnel forthcoming guidance as well as industry issues relating to low- income housing tax credits, new markets tax credits, historic tax credits and state tax credits, as well as depreciable and eligible basis issues.

5:15 – 7:00 pm FIRST TIMER AND yLD RECEPTION Gallery Room, Hosted by the AH YL Committee

6:00 – 7:30 pm LEGAL EDUCATORS MEETING Hirschhorn Room, light snacks will be provided.

Thursday May 21, 20157:00 am CONFERENCE REGISTRATION

8:00 – 9:00 am CONTINENTAL BREAKFAST

8:00 – 9:00 am (sign-up required)LAw STUDENT AND yOUNG LAwyER MENTORING BREAKFAST

9:00 am wELCOMESherrod Banks, The Banks Law Firm, Durham, NC; Chair, Forum on Affordable Housing and Community Development Law

9:05 – 9:50 am PLENARy: wASHINGTON UPDATE ON HOUSING AND TAx RELATED ISSUESThis panel will provide a Washington update on housing and tax credit related topics. Hear the latest on tax and housing reform discussions from industry experts.MODERATOR:Molly R. Bryson, Ballard Spahr LLP, Washington, DC PANELISTS:Denise B. Muha, National Leased Housing Association, Washington, DCDavid S. Gasson, Boston Capital Corporation, Boston, MA

10:00 – 11:15 am SESSION 1wORKSHOP 1A HEARD FROM HUDThis panel, made up of the some of the top attorneys at HUD’s Office of General Counsel, will discuss the latest hot topics facing HUD, including Sec. 214 of the Appropriations Act (allowing for transfer of project-based Section 8 and FHA mortgage debt), new HOME / PBV guidance, and their possible applicability to FHA/LIHTC deals, ands updates on the Previous Participation process, as well as an update as to the number of closings occurring around the country, and impacts of the Multifamily Housing reorganization on OGC.MODERATORS: watt Taylor, Kantor Taylor Nelson Evatt & Decina PC, Seattle, WAElton Lester, US Department of Housing and Urban Development, Washington, DCPANELISTS:Althea Forrester, US Department of Housing and Urban Development, Washington, DCKathie Soroka, US Department of Housing and Urban Development, Washington, DCMillie Potts, US Department of Housing and Urban Development, Washington, DCLinda Cruciani, US Department of Housing and Urban Development, Washington, DC

wORKSHOP 1B NEw AND UNCOMMON DEBT SOURCESAnyone involved in affordable housing knows that there are often gaps that the financing partners need to fill in order for a project to go from proposal to closing. This panel will review some of the newest tools that are being used to bridge the gaps in funding. But filling the gaps is only part of the challenge because every funding source also may present tax and lending issues that need to be resolved as well. This panel will present the sources, the challenges, and suggest some solutions.MODERATOR: Richard Froehlich, NYC Housing Development Corporation, New York, NYPANELISTS: Iris Bashein, Bank of America, Washington, DCGlenn Miller, Katten Muchin Rosenman, LLP, Washington, DCLauren Starlings, Pennsylvania Housing Finance Agency, Harrisburg, PA

wORKSHOP 1C NUMBERS FOR LAwyERS: ANALyzING AND UNDERSTANDING FINANCIAL PROJECTIONS AND THE CONCEPTS BEHIND THEMThis beginning to mid-level panel will provide an overview of a typical set of financial projections for a tax credit transaction. Panelists will discuss the importance of the different numbers to both investors and developers as well as how they interplay with a Partnership Agreement. Concepts such as eligible basis, purchased reserves, true debt, tax-exempt use property and minimum gain, as well as how the same may affect an investor’s pricing and yield, will be explored.MODERATOR: Kelly B. Rushin, Liles & Rushin, LLC, Birmingham, ALPANELISTS: Scott w. Cockerham, Ballard Spahr LLP, Washington, DC Hilary C. Jaffe, Holland & Knight, LLP, Boston, MANick Ratti, CohnReznick, Boston, MA

wORKSHOP 1D GENERAL PARTNER REMOVAL NEGOTIATION AND IMPLEMENTATIONThis panel will discuss contractual, legal, fiduciary duty, tax and other issues associated with the removal of a general partner/managing member from a tax credit transaction.MODERATOR: J. william Callison, Faegre Baker Daniels LLP, Denver, Colorado SPEAKERS: David Godschalk, Telesis Corporation, Washington, DC Roz Poznansky, RBC Capital Market Tax Credit Equity Group, Charlotte, NCStephen D. Roger, Affordable Housing Preservation Advisors (AHPA), Boston, MA

wORKSHOP 1E CREATING COMMUNITIES OF OPPORTUNITy Your zip code determines so much about your chances in life — health outcomes, educational options, access to jobs and services, the ability to build wealth and join the middle class. There are several recent federal legal developments that impact the creation of communities of opportunity. This panel will examine legal and policy incentives and models of collaboration that can be used to create affordable housing in high opportunity areas. MODERATOR: Diane Glauber, The Lawyer’s Committee for Civil Rights Under the Law, Washington, DC PANELISTS:Elizabeth Julian, Inclusive Communities, Dallas, TXRutledge Simmons, Neighbor Works America, Washington, DCEric Halperin, Open Society Foundation, Washington, DC

11:15 – 11:30 am BREAK

11:30 am – 12:45 pm SESSION 2 wORKSHOP 2A RENTAL ASSISTANCE DEMONSTRATION (RAD)With Rental Assistance Demonstration (RAD) transactions in full swing, the panel will explore financing considerations and developing legal issues arising in the context of the RAD conversions that have occurred to date. The discussion will explore means by which RAD can help reshape the long-term viability of a housing authority’s affordable housing stock. We will also review recent HUD guidance impacting the implementation of RAD and the overlap of RAD

requirements with other HUD program requirements and policy objectives as well as lender and investor underwriting standards. MODERATOR: Amy M. McClain, Ballard Spahr LLP, Baltimore, MDPANELISTS: Thomas R. Davis, Recap Real Estate Advisors, Boston, MAKathie Soroka, HUD Office of General Counsel, Washington, DCKelly McLaughlin, General Counsel, Housing Opportunities Commission of Montgomery County (MD), Kensington, MD

wORKSHOP 2B LOAN DOCUMENTS IN A TAx CREDIT TRANSACTION: LENDER, DEVELOPER AND INVESTOR PERSPECTIVESThe panel will discuss interest rates, repayment terms, guaranties, notice and cure provisions, cross-default provisions, indemnification, and more. Practitioners will learn what loan provisions can cause problems in a tax credit transaction and what language should be included to best protect their clients. Panelists will perform a mock negotiation of sample loan documents in a tax credit transaction and provide investor, developer and lender perspectives on specific provisions.MODERATOR: Michael Hopkins, Bocarsly Emden, Cowan, Esmail & Arndt, LLP, Baltimore, MDPANELISTS: Katherine R. Rist, Foley & Lardner, LLP, Madison, WIJessica Lang weston, Gallagher Evelius & Jones LLP, Baltimore, MDSameer Upadhya, Krooth & Altman LLP, Washington, DC

wORKSHOP 2C STATE NEw MARKETS TAx CREDITSExplore issues involved in structuring transactions using state NMTC programs, and combining federal and state NMTC programs. Learn how to navigate the increasing prevalence of pre-funded state Qualified Equity Investments (QEIs).MODERATOR: Alan L. Pasternack, Kantor Taylor Nelson Evatt & Decina PC, Portland, OR PANELISTS: David K. Lutz, Stinson Leonard Street, LLP, Omaha, NENicolo Pinoli, Novogradac & Company LLP, Portland, ORKimberly E. Smith, Butler Snow LLP, New Orleans, LA

wORKSHOP 2D LIHTC ExITS: TAx AND BUSINESS CONSIDERATIONSDelve into business and tax structuring issues in transfers of investor interests and LIHTC projects from perspectives of a nonprofit developer, for-profit developer, investor and lender. Review most commonly-used exit strategies, capital account, exit tax and reserve considerations, valuation, general position and investor negotiating strategies, implementation and litigation.MODERATOR: Jill H. Goldstein, Kutak Rock LLP, Omaha, NEPANELISTS:Jonathan Klein, The Community Builders, Inc., Boston, MATerrence Kimm, CohnReznick, Boston, MAKatie Tenney, Nixon Peabody LLP, New York, NYw. Paul Olsen, US Bancorp Community Development Corporation, St. Louis, MO

wORKSHOP 2E COOPERATIVES AS A VEHICLE FOR COMMUNITy ECONOMIC DEVELOPMENTThis panel will discuss legal issues involved in structuring and maintaining cooperative entities. Panelist will focus on credit unions, worker cooperatives and electric cooperatives and explore how they are used in rural and urban communities to foster community economic development.MODERATOR: Dorcas R. Gilmore, Gilmore Khandhar, LLC, Baltimore, MD PANELISTS: Professor Brenda V. Smith, American University Washington College of Law, Washington, DCPriya Baskaran, Georgetown University Law Center, Washington, DCChristopher A. McLean, US Department of Agriculture, Rural Development, Washington, DC

12:50 – 2:25 pm LUNCHEONPRESENTATIONS: 2015 Michael Scher Award, Acknowledgment of Chair, Acknowledgment of 2015 Law Student Writing Competition Winner

2:30 – 3:30 pm PRACTICE COMMITTEE MEETINGSCommunity Economic Development Energy & Green Building Fair Housing HUD (Preservation and Public Housing) Legal Educators Committee Tax Credits (NMTC, LIHTC, and HTC) 3:30 – 3:45 pm BREAK 3:45 – 5:00 pm SESSION 3 wORKSHOP 3A RECAPITALIzATION AT HUDThis session will focus on HUD’s new Office of Recapitalization and HUD’s Office of Asset Management and Portfolio Oversight: what these offices do (beyond RAD) and how they relate within HUD’s Office of Multifamily. Specifically, there will be a discussion of how these offices interact on the refinancing of Mark-to-Market projects, 236 and Section 202 projects - with FHA insurance, or conventional financing and/or with LIHTC and long-term Section 8 contracts, as well as the assessment and mitigation of risk associated with the multifamily portfolio, including modification of transactions. MODERATOR: George weidenfeller, Reno & Cavanaugh, PLLC, Washington, DCPANELISTS:Jeff Little, US Department of Housing and Urban Development, Washington, DCElizabeth H. Friedgut, DLA Piper, Chicago, ILKenneth J. wessel, Pillar Capital Finance LLC, Bloomfield Hills, MIMichael Somerville, US Department of Housing and Urban Development, Washington, DC

wORKSHOP 3B IRS AUDIT GUIDE AND COMPLIANCE ISSUES In September of 2014 the IRS released an advance copy of the Audit Technique Guide for the low-income housing tax credit program. The Guide raises several issues, ranging from eligible basis to applicable fractions. Panelists from the IRS

and state allocating agencies will discuss these and other topics attorneys and their clients should know regarding property compliance MODERATOR:Mark Shelburne, Novogradac & Company, LLP, Raleigh, NCPANELISTS:Paul F. Handleman, IRS Office of Chief Counsel, Washington, DCJulie Hanlon-Bolton, IRS Wage and Investment Division, Washington, DCGlenn Graff, Applegate Thorne-Thomsen, P.C., Chicago, ILSara Martinez, Georgia Department of Community Affairs, Atlanta GA Patricia Murphy, Texas Department of Housing & Community Affairs, Austin TX

wORKSHOP 3C LOCKED DOwN: HOw LAwyERS ETHICALLy SECURE THEIR DATALawyers have an ethical duty to be competent and to keep their client data confidential. Clients, also want to keep their confidential data protected. Often, information security is not prioritized by law firms or their clients. It costs money to protect data and businesses frequently resist budgeting for security, even though an ounce of prevention is far less expensive than a pound of cure. Investigating and remediating data breaches is hideously expensive, not to mention the necessity of complying with state data breach notification laws. This session will cover the ethics surrounding:• How data breaches occur• How to prevent data breaches using a combination of technology, policies and training• Secure computing when you’re on the road• Encryption• Common sources of breaches: User Error, Technology Snafus, Insiders, Hackers and Hactivists• What you must do after a data breach• The stories of real-life law firm breachesMODERATOR:Dina Schlossberg, Regional Housing Legal Services, Glenside, PAPANELISTS:Sharon D. Nelson, Sensei Enterprises, Inc. Digital Forensics/ Information Technology/Information Security, Fairfax, VAJohn w. Simek, Sensei Enterprises, Inc. Digital Forensics/ Information Technology/Information Security, Fairfax, VA

wORKSHOP 3D THE MULTIPLE CHALLENGES OF MULTIPLE BUILDING PROJECTSThis panel of legal and accounting experts will discuss the multiple challenges that arise when a project consists of more than one building. The panelists will discuss the impact of multiple buildings on the Form 8609, the minimum set aside, lease-up, the next available unit rule, contiguity rules, the 50% test, allocation of acquisition basis and other issues that may arise. MODERATORMargaret Jung, Goldfarb & Lipman LLP, Oakland, CAPANELISTSCharles A. Rhuda III, Novogradac & Company LLP, Boston, MANatalie B. Sherman, Gallagher Evelius &Jones LLP, Baltimore, MDAlysse E. Hollis, Jones Walker, LLP, Cincinnati, OH

wORKSHOP 3E AFFORDABLE HOMEOwNERSHIP This session will examine the current state of affordable homeownership. Panelists will consider new and continuing challenges of fostering and preserving homeownership, lessons learned from the foreclosure crisis and the emergence

of new products and strategies ranging from loan products to development funding to homebuyer education.MODERATOR: Kate Newton, Pennsylvania Housing Finance Agency, Harrisburg, PASPEAKERS: Diane Standaert, Center for Responsible Lending, Durham, NC Kate Titford, Neighbor Works, Washington, DC 5:00 – 7:00 pm wELCOME RECEPTION

Friday, May 22, 20157:30 – 8:30 am CONTINENTAL BREAKFAST

8:30 am – 9:30 am PLENARy THE MAKING OF FERGUSONThis plenary session will offer an opportunity to consider the national and local policies that have shaped Ferguson, Missouri – and how they are not unique to this one city but part of broader forces and challenges across the country. The discussion will identify the public policies at the root of metropolitan segregation in Ferguson. The panelists will also discuss these factors in the context of related legal challenges, the pending “disparate impact” decision from the U.S. Supreme Court and efforts to pursue transformative policies to repair and build communities throughout the country. MODERATOR:Antoinette M. Jackson, Jones Walker LLP, Houston, Texas, PANELISTS:Richard Rothstein, Economic Policy Institute, Washington, DCSherrilyn Ifill, NAACP Legal Defense Fund, New York, NYGlenn Harris, Center for Social Inclusion, New York, NY

9:30 – 9:45 am BREAK

9:45 – 11:00 am SESSION 4 wORKSHOP 4A NAVIGATING CROSS CUTTING HUD APPROVALSThis panel will focus on processes, rules, and requirements that both new and seasoned practitioners can experience as obstacles to closing. Topics to be discussed include Previous Participation approval (2530), Environmental Reviews (NEPA), FHEO issues (Fair Housing Marketing Plans and Voluntary Compliance Agreements), procurement concerns, and the processing of HAP Assignments/ Transfers of Physical Assets. MODERATOR: Leigh A. Poltrock, Pepper Hamilton LLP, Pittsburgh, PA PANELISTS: Denise Murphy-Edwards, Murphy Consulting LLC, Baltimore, MDChristopher Harteneau, US Department of Housing and Urban Development, Washington, DCSusanna C. Mitchell, Nixon Peabody, Washington, DC

wORKSHOP 4B THE ABCS OF RURAL DEVELOPMENT LENDING FOR MULTI-FAMILy HOUSING A “101” level discussion about the various financial concepts, tools and mechanisms of rural development lending for multi-family housing projects from the perspectives of a government official, senior counsel, and syndicator. We will present a case study of a USDA Rural Housing Service (RHS)-financed project syndicated with tax credits. This will be a lively, interactive discussion which will address:• The legal issues borrowers’ counsel should advise clients to consider when

seeking public and private sector funds to finance rural development projects• The regulatory and transactional requirements borrowers should meet to obtain

rural development loans through RHS 515 and 538 programs• How the syndicator structures the transaction to meet the requirements of

government-financed projects and remain accountable to its investorsMODERATOR: Stephanie M. Smith, US Department of Agriculture - Rural Housing Service, Multi-Family Housing (RHS), Washington, DCPANELISTS: Richard Michael Price, Nixon Peabody LLP, Washington, DCDon w. Beaty, The Summit Group, Seattle, WA

wORKSHOP 4C NEw MARKET TAx OPINIONS AND THE ISSUES INVOVLEDThis panel will discuss tax issues arising at each of the QALICB,CDE, Investor and Leverage Lender levels in connections with the closings of NMTC transactions and issuance of tax opinions. MODERATOR: Janice E. Hetland, Lathrop & Gage LLP, St. Louis, MOPANELISTS: Elizabeth P. Feldmeir, Husch Blackwell LLP, St. Louis, MOCarol Mihalic, Kutak Rock LLP, Denver, COJohn Kelley, Jones Day, Boston, MA

wORKSHOP 4D STATE TAx CREDIT STRUCTURING AND CHALLENGESThis panel will examine the current environment for structuring state tax credits in affordable housing transactions. Panelists will discuss the ways in which state credits can be allocated, certificated, donated and otherwise monetized for affordable housing developments. Recent court decisions regarding the disguised sale of state credits will be addressed, along with associated legal and accounting issues related to the allocation of taxable income. MODERATOR: Lisa Pekkala, Applegate Thorne-Thomsen, P.C., Chicago, ILPANELISTS:John Dalton, Bryan Cave LLP, Washington, DCDave Herdlick, Rubin Brown LLP, St. Louis, MOChris Hite, Sugar Creek Capital, St. Louis, MOKatie Day, Klein Hornig LLP, Boston, MA

wORKSHOP 4E A HOUSING AND COMMUNITy DEVELOPMENT PERSPECTIVE ON FERGUSONThis panel will focus on the recent events in Ferguson, Missouri as they relate to affordable housing and economic development. Nationally recognized speakers will discuss the impact of past and present housing and economic policies on the current situation in Ferguson. They also will share strategies being considered to make systemic changes in relation to housing and

community development, as well as efforts to facilitate economic recovery for small businesses. As national experts, the panelists will discuss the connection between these issues in Ferguson and the larger issue of suburbanization of poverty throughout the country. MODERATOR:Laurie Hauber, Legal Services of Eastern Missouri, St. Louis, MOPANELISTS:Sandra Moore, Urban Strategies, St. Louis, MOChris Krehmeyer, Beyond Housing, St. Louis, MO

11:15 am – 12:30 pm SESSION 5wORKSHOP 5A SECTION 8 PROJECT BASED VOUCHERSProject-based vouchers continue to be an important tool to increase the supply of affordable housing. HUD continues to update and issue new guidance on the use of project-based vouchers. This panel will address recent regulatory changes and practice developments in the program. MODERATOR: Althea J.K. Broughton, Arnall, Golden & Gregory, LLP, Atlanta, GAPANELISTS: Cheryl Lovell, St. Louis Housing Authority, St. Louis, MOSarah Molseed, Reno & Cavanaugh, PLLC, Washington, DCRod Solomon, Hawkins Delafield & Wood LLP, Washington, DC

wORKSHOP 5B STRUCTURINGAND DOCUMENTING, JOINT VENTURESLeading practitioners will discuss the business and legal aspects of joint ventures formed to carry out affordable housing and community development projects. They will examine why developers enter into joint ventures, what each participant brings to the transaction, the interplay of risk, reward and control, unwind and exit strategies and special considerations for tax-exempt entities. MODERATOR: Aaron w. O’Toole, Klein Hornig LLP, Washington, DCPANELISTS: Rochelle E. Lento, Dykema Gossett PLLC, Detroit, MISusan Sturman Jennings, Conifer Realty LLC, Rochester, NYA. Kelton Longwell, CoatslRose, New Orleans, LA

wORKSHOP 5D TAx CREDIT HOT TOPICSJoin leading tax experts for a lively discussion on the latest developments in low-income housing tax credit and historic tax credit transactions. Among the many topics covered will be (1) the structuring of historic only lease pass-through transactions and combined historic/low-income housing lease pass-through transactions in light of Rev. Proc.2014-12 (including a not-to-be-missed chat about 50(d) income); (2) tax-exempt use property issues; (3) recent guidance on the inclusion of resident management agent units as common area; (4) what it means to be a federally- or state- assisted building for purposes of the 10- year rule; and (5) big “G” guidance versus little “g” guidance and the impact of each on our practices (including a scintillating exchange on tax opinion standards and approaches in light of recent revisions to Circular 230). MODERATOR: Judith K. Crosby, Kutak Rock LLP, Omaha, NEPANELISTS: Daniel L. Kraus, Holland & Knight LLP, Chicago, IL Forrest Milder, Nixon Peabody LLP, Boston, MA B. Susan wilson, Enterprise Community Investment, Inc., Columbia, MD

wORKSHOP 5E SOCIAL IMPACT BONDS

The Social Impact Bond (SIB) is an emerging alternative method for financing programs that address seemingly intractable social issues. The primary goals of SIB initiatives include bringing promising social interventions to scale, reducing future costs, and shifting the financial risk of failure. The panel will examine the concept of “pay for success” social investment and explore the legal, policy, and financial considerations associated with SIBs. The goal of the panel will be to cover the basics and at the same time promote a robust discussion of both advantages and cautionary lessons associated with this innovative social investment tool. MODERATOR: Louise Howells, UDC David A. Clarke School of Law, Washington, DC PANELISTS: Regina Hopkins, DC Bar Pro Bono Project, Community Economic Development Project, Washington, DCHilary Jackler, Kutack Rock, LLP Washington, DC

24th AnnuAl Meeting

ABA Forum on Affordable Housing and Community Development Law

1. ADVANCE REGISTRATION: We request that all registrations be made in advance by completing the attached registration form and mailing it with your check (payable to Forum on Affordable Housing – AH1505) to the American Bar Association, 16th Floor., 321 North Clark St., Chicago, IL 60654 or fax your form with your credit card payment to 312-988-5850. You may also register online at our website: bit.ly/ahannual15.

In order to be included in the list of conference attendees, you must register by May 8, 2015. Conference registrations will be accepted only when accompanied by a check, money order, government agency purchase order, Visa, MasterCard or American Express information. Credit card users may fax registration forms to 312-988-5850. Registrations cannot be processed without payment.

2. REGISTRATION INFORMATION: Registration includes admission to the sessions, workshops, breakfasts, coffee breaks, lunch, reception and access to the on-line course materials. The luncheon, reception and breakfasts are limited to paid registrants only.

3. ON-SITE REGISTRATION: On-site registration is available for those persons who missed the advanced registration deadline but would like to attend the conference. If you plan to register at the door, please call Katie Koszyk at 312-988-5678 at least 72 hours before the conference. On-site registration will only be accepted when accompanied by a Visa, MasterCard or American Express payment.

4. CANCELLATION POLICy: Registrants who must cancel will receive a refund less a $100 administrative fee if a written cancellation is received by May 8, 2015, cancellations may be emailed to Katherine.Koszyk@americanbar.org ~ attention Katie Koszyk. No refunds will be granted after May 11, 2015. Substitutions are acceptable, or conference materials will be sent in lieu of a refund after the program. The ABA reserves the right to cancel any program and assumes no responsibility for personal expenses.

5. HOTEL INFORMATION: The conference will be held at the Mandarin Oriental Hotel, 1330 Maryland Avenue, SW, Washington, DC 20024. A block of rooms has been reserved at the rate of $299 single or double++. Call 888-888-1778 to reserve a room. When reserving a room for the conference, refer to the ABA Forum on Affordable Housing and Community Development Law Annual Conference. The reserved room block will be available until April 27, 2015 or the room block has sold-out.

6. AIR TRAVEL: Airline discounts to ABA meetings are available through the ABA travel agency (Orbitz) or directly from the airlines.

7. CLE CREDIT: CLE Credit: The ABA directly applies for and ordinarily receives CLE credit for ABA programs in AK, AL, AR, AZ, CA, CO, DE, GA, GU, HI, IA, IL, IN, KS, KY, LA, MN, MS, MO, MT, NH, NM, NV, NY, NC, ND, OH, OK, OR, PA, SC, TN, TX, UT, VT, VA, VI, WA, WI, and WV. These states sometimes do not approve a program for credit before the program occurs. This course is expected to qualify for 10 CLE credit hours in 60-minute states, and 12 credit hours in 50-minute states. This transitional program is approved for both newly admitted and experienced attorneys in NY. Attorneys may be eligible to receive CLE credit through reciprocity or attorney self-submission in other states. For more information about CLE accreditation in your state, visit http://www.americanbar.org/content/ebus/events/ce/2015/03/ce1503wcc/cle.html

8. AMERICANS wITH DISABILITIES ACT: If special arrangements are required for individuals with disabilities to attend this program, please contact Dawn R. Holiday at Dawn.Holiday@americanbar.org, MS 18.2, 321 North Clark St., Chicago, Illinois 60654, by May 8, 2015.

Conference Information

9. CONFERENCE MATERIALS: Materials will be provided to attendees via email and on the Forum web-site. Attendees can download the materials before or during the conference. Materials will be available for purchase 3-4 weeks after the conclusion of the conference. Please contact Katie Koszyk at 312-988-5678 or email Katherine.Koszyk@americanbar.org to place your order.

10. JOIN THE EMAIL DISCUSSION LIST: Would you like to get the latest information on get feedback from colleagues? Join the Forum on Affordable Housing Email Discussion List? (FREE OF CHARGE) Visit our web-site at http://www.americanbar.org/groups/affordable_housing.html. You must be a member of the Forum on Affordable Housing and Community Development Law to join a discussion list.

11. SCHOLARSHIP OPPORTUNITIES:https://americanbar.qualtrics.com/SE/?SID=SV_00r7dVpBK1BmnKR

12. QUESTIONS: Call Katie Koszyk at 312-988-5678 or email Katherine.Koszyk@americanbar.org.

13. PRIVACy NOTICE: Registration for, attendance at, or participation in the Section conferences and other associated activities constitutes an agreement by the registrant to permit the American Bar Association to use and distribute (both now and in the future) the registrant or participant’s image or voice in photographs, videotapes, electronic reproductions, and audiotapes of such event and activities.

14. COPyRIGHT NOTICE: The material contained in this American Bar Association listing is protected by copyright and is solely intended for the individual and private use of ABA members in a manner that is consistent with the ABA’s mission, goals and activities. All other use is strictly prohibited without prior written authorization from the ABA. Prohibited use includes but is not limited to the copying, renting, leasing, selling, distributing, transmitting or transfer of all or any portions of the material, or use for any other commercial and/or solicitation purposes of any type, or in connection with any action taken that violates the ABA’s copyright. The material is not to be used for any mass communications, and may be used only for one-to-one member communication. For information concerning appropriate use of the material, contact the ABA Service Center at 1-800-285-2221.

RegiStRAtiOn FORM

Last Name First Name Name as will appear on badge

Firm/Company/Agency

Address City, State, Zip, Country

Phone/Fax/Email (Please provide your email for email confirmation)

PROGRAM AND FORUM MEMBERSHIP FEESEarly Bird Discount before May 8, 2015_____$595 Forum Members_____$695 Non-Forum Member_____$745 Non ABA Member_____$250 Academic (identify school)_____$245 Speaker/Moderator_____$200 Government/Non-profit_____$175 Young Lawyer Member*_____$ 75 Student* _____$ 0 Legal EducatorsAmount Due: ___________

MAy 20, 2015 Pre-registration is required. Registrations received after May 8, 2015, are not guaranteed admission to the HUD or IRS Programs, due to security restrictions. Priority admission is given to individuals who are members of the Tax Credit and Equity Finance/NMTC Practice Committees. HUD Program I will attend: _______ IRS Program I will attend: _______ Reception (Wed) I will attend: _______ ~ YLC/1st Timers Reception _______

____ $50 Membership Fee/$0 for Law Students). Please enroll me as a member of the Forum on the Affordable Housing and Community Development. I am a current ABA member.

By FAxFax completed registra-tion form with credit card payment only to: 312-988-5850

By MAILSend completed registration form with payment to: ATTN: Service Center - Meeting/Event Registrations 321 N. Clark St., FL, 16 Chicago, IL 60654

By INTERNETRegister online.

24th AnnuAl MeetingMay 20-22, 2015, Mandarin Oriental ~ Washington D.C.

ABA Forum on Affordable Housing and Community Development Law

Registration received after May 8, 2015_____$645 Forum Members_____$795 Non-Forum Members_____$845 Non ABA Member_____$300 Academic (identify school)_____$295 Speaker/Moderator_____$250 Government/Non-profit_____$225 Young Lawyer Member*_____$125 Student*_____$ 50 Legal Educators

Luncheon (Thurs) I will attend: ________ Reception (Thurs) I will attend: ________

I am involved with or wish to become involved with the following Forum Practice Committees and plan to attend the meetings for these Committees at the Conference (please identify up to two Committees below):

_____ Community Economic Development Practice Committee _____ Energy & Green Building _____ Fair Housing Practice Committee _____ HUD (Preservation and Public Housing) Practice Committee _____ Legal Educators Practice Committee _____ Tax Credits (NMTC, LIHTC, HTC and Energy Practice Committee)

METHOD OF PAyMENT (write in black ink only) Check enclosed: Make payable to the ABA Forum on Affordable Housing and Community Development Credit Card: MasterCard l Visa l American Express

Card Number _____________________________________ Exp. Date_______________________

Cardholder’s Name (print)__________________________________________________________

Signature___________________________________________________________________________

Special Dietary Needs: ____________________________________________________________

Questions? Please call 312-988-5678.