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The relationship between the Exchange Accommodator [including Exchange Accommodation Titleholders ("EATs")] and its client (exchangers) requires a high level of confidence since the client entrusts and deposits with the  Exchange Accommodator title to real estate and/or other like kind personal property, cash proceeds and promissory notes from the sale of real estate and other like kind personal property in furtherance of I.R.C. §1031 exchanges. Therefore, it is the duty of the Exchange Accommodator to uphold and improve the standards of its profession and to share the responsibility for its integrity and honor.

The Federation of Exchange Accommodators ("FEA") and its members are committed to providing the highest level of professionalism, integrity, and ability available in the §1031 exchange accommodator industry.  Exchange Accommodators recognize that the fiduciary nature of the industry imposes obligations beyond those of ordinary commerce.  The FEA and its members, therefore, zealously strive to maintain the standards of their profession and to share with their fellow Exchange Accommodators a common responsibility for its integrity and honor.

It is the intent of the FEA and its members to encourage fair and healthy competition within the industry.  At the same time it is recognized that cooperative industry relationships are critical to the industry's success.

Each member of the FEA pledges to observe the letter and spirit of this Code of Ethics and Conduct and to operate its business in accordance with principles advocated herein.

ARTICLE I

An Exchange Accommodator shall keep reasonably informed of all laws, including statutes, regulations and the interpretation thereof, legislation, the principles and rules of this Code of Ethics and Conduct and potential amendments thereof, and other developments that affect I.R.C. §1031 exchanges and the Exchange Accommodator profession ("Body of Knowledge").  The Exchange Accommodator shall also ensure that all employees whose positions involve direct contact in an advisory capacity with the general public are similarly updated on the Body of Knowledge.

An Exchange Accommodator, and anyone working for such Exchange Accommodator, shall conduct business in a manner displaying the highest degree of professionalism, bringing credit to the industry and the FEA.  Exchange Accommodators and their employees shall speak truthfully and act in accordance with accepted principles of honesty, integrity and fair dealing.

ARTICLE II

Protection of the public against fraud, misrepresentation, and other illegal practices in the Exchange Accommodator profession shall be the duty and responsibility of each Exchange Accommodator member of the FEA, and shall not actively participate in such fraud, misrepresentation or other illegal practices.  An Exchange Accommodator shall not commit acts of fraud, embezzlement, misappropriation of funds, conversion of the property of another, theft, forgery or such similar acts as may be defined by local, state or federal law.  An Exchange Accommodator who is convicted of such an act, or enters a plea of "guilty", "no contest", "nolo contendere" or similar shall immediately notify the Board of Directors of the FEA, in writing.  An Exchange Accommodator who holds any other professional designation or license, whose designation or license is suspended or revoked, or who voluntarily relinquishes such designation or license, due to activities concerning fraud, embezzlement, misappropriation of funds, conversion of the property of another, theft, forgery or any crime (misdemeanor or felony) shall immediately notify the Board of Directors of the FEA, in writing of such.  An Exchange Accommodator shall not voluntarily participate in any act which it knows to be unlawful or against the standard of conduct set forth in this Code of Ethics and Conduct, even if directed to do so by the client, his/her/its agent, or advisor.  It shall be the duty of every Exchange Accommodator to protect the reputation of the profession by exposing those engaged in such practices.

ARTICLE III

It is the duty of an Exchange Accommodator to act in such a manner as to preserve the trust and confidence of its clients. Without prior permission from its client, an Exchange Accommodator shall not reveal the contents of any exchange file to any party other than the Exchanger or its agent, except in the case of a subpoena being presented, or when otherwise required by law.

ARTICLE IV

An Exchange Accommodator who is not licensed to practice law, accountancy, or other licensed or regulated profession shall not engage in activities which constitute such practice. The Exchange Accommodator shall recommend in all cases that the parties involved in an exchange transaction seek tax and legal counsel.

ARTICLE V

If recommending other products or services, the Exchange Accommodator shall disclose to the client that it may receive a financial benefit, such as a commission or referral fee, as a result of such recommendation.  The Exchange Accommodator shall not recommend or suggest to a client the use of services of another organization or business entity in which they have a direct or indirect interest without full disclosure of such interest at the time of recommendation or suggestion.  At no time shall an Exchange Accommodator accept any illegal payment of any kind whatsoever.

It is the duty of an Exchange Accommodator to disclose to its clients those circumstances, relationships, and interests, if any, which might constitute a conflict of interest. This disclosure shall be made when the Exchange Accommodator knows or learns of the conflict of interest.

ARTICLE VI

An Exchange Accommodator shall act in the best interest of its clients.  The Exchange Accommodator shall diligently and honestly pursue the client's legitimate objectives, and shall perform all reasonable, necessary, and appropriate acts in a timely manner.  This shall include (but not necessarily be limited to) the duty to: provide and follow fully integrated, written exchange documents which shall clearly explain the fees to be charged and any interest to be paid to the client; provide copies of all documents received from the closing agent to the client or to the client's authorized representative; keep the exchange proceeds in a stable financial institution or other reliable investment program unless the client expressly requests an alternative investment; ensure any promissory notes or other property held by the Exchange Accommodator as “exchange credits” are not compromised by the actions of the Exchange Accommodator; provide financial information to the client and his/her/its authorized representatives during the 180 day replacement period as requested; and give a full accounting of funds to which the client is entitled at the end of the exchange.

ARTICLE VII

An Exchange Accommodator shall cooperate with other Exchange Accommodators in all matters affecting the exchange industry as a whole.  This includes, but is not limited to, the sharing of knowledge and experience through active participation in FEA educational programs, reporting violations of the Code of Ethics and Conduct to the Ethics Committee of the FEA in writing, and active participation in the FEA.

ARTICLE VIII

Except in the case of disclosure of conduct in violation of the Code of Ethics and Conduct, or in the case of potential civil or criminal litigation, the Exchange Accommodator shall hold the exchange industry in the highest esteem, and avoid criticizing, denigrating, or otherwise disparaging a competitor or the Exchange Accommodator industry as a whole.

ARTICLE IX

An Exchange Accommodator, its owners, officers, and its employees, shall maintain, uphold and conform to this Code of Ethics and Conduct, and the rules, regulations, and By-Laws of the Federation.

ETHICS COMMITTEE
ARTICLE X

Upon approval of the Board of Directors, the Ethics Committee may issue hypothetical Ethics advisory opinion letters.  Such hypothetical Ethics advisory opinion letters may be disseminated on the "members only" section of the FEA website and at FEA meetings and conferences.

CHARGES OF MISCONDUCT AND ENFORCEMENT

1. Any person, whether or not a member of the Federation of Exchange Accommodators ("FEA"), may file a charge of misconduct against a member of the Federation.  Such person shall hereafter be called the "Complainant". The Complainant shall submit to the Chair of the Federation of Exchange Accommodators Ethics Committee a written complaint (using the form attached hereto as Exhibit B) specifically identifying the Exchange Accommodator and any employees thereof, and describing in as much detail as possible the conduct that allegedly is a violation of the Code of Ethics and Conduct.  The complaint must be signed, and must provide the Complainant's contact information, in the event the Ethics Committee requires additional information or otherwise needs to contact the Complainant.  The Complainant is urged to maintain confidentiality and privacy to the extent practical.  However, the complaint shall be accompanied by all relevant documentation that is readily available to the Complainant.  The Complainant should NOT send a copy of the complaint to the Exchange Accommodator who is the subject of the complaint.
2. The Ethics Committee Chair shall provide the other members of the Committee with a copy of the complaint and any attachments thereto.  Within two (2) weeks of receipt of the complaint, the Ethics Committee shall provide the Exchange Accommodator with a copy thereof, which shall be sent by certified mail or other similar means.  Said Exchange Accommodator shall thereafter be known as the "Respondent" with respect to the pending complaint.  The Ethics Committee shall notify the Respondent by way of a transmittal letter, whether a response is required, or whether the complaint is being summarily dismissed because it is clearly without merit.  A copy of said transmittal letter shall be provided to the Complainant unless no address was provided, by certified mail or other similar means.
3. No party is required to be represented by counsel at any stage in the proceedings.  However, any party may be so represented at their own discretion.  At no time will any investigation or other portion of the process be delayed by more than thirty (30) days so that a party may obtain such representation.
4. A respondent shall have thirty (30) days from receipt of the complaint to file a preliminary response to the Ethics Committee Chair.  An extension of up to fifteen (15) days may be granted by the Ethics Committee upon written request and showing of good cause, provided such request is received by the Committee Chair within the thirty (30) day period.  Failure to make a timely preliminary response shall constitute a failure to cooperate with the Ethics Committee's investigation and admittance of all material facts and allegations as set forth in the complaint.  Additionally, such failure to cooperate may form the basis of a separate complaint and violation, and any member of the Ethics Committee with personal knowledge of this failure to cooperate may file a complaint regarding such actions or inactions.
   
   The preliminary response shall include: all relevant documentation; the names, addresses, telephone numbers and other means of contacting any witnesses to the events and a statement of all relevant facts and circumstances that would reasonably be relied upon to contradict the allegations as set forth in the complaint.  Because the motivation of the Complainant is not relevant, the Respondent should not discuss such motivation in the preliminary response.  The Ethics Committee will forward a copy of the preliminary response to the Complainant by certified mail or similar means, allowing the Complainant fifteen (15) additional days to further response.  There shall be no further submissions from either party except upon the specific, written request of the Ethics Committee.
5. Upon receipt of the written submissions of the parties, the Ethics Committee shall determine if any further investigation is necessary.  If the Ethics Committee determines that further investigation is necessary, it may appoint one of its members to conduct such further investigation on behalf of the full Committee.  The Respondent must cooperate with such investigation, and shall encourage others with relevant information, including but not limited to its employees, to do so as well.
6. Upon receipt of the written submissions of the parties, and the results of any further investigation, the Ethics Committee shall have up to thirty (30) calendar days to conduct its review and prepare its report to the Board of Directors.  The report shall contain a narrative stating: the specific section(s) of the Code alleged to have been violated; a review of the documentation that sets out the facts that were not in dispute; a review of the submissions and testimony submitted by the parties; and a recommendation of action to be taken by the Board of Directors.
7. The Board of Directors shall make a decision regarding the matter within thirty (30)  calendar days of receipt of the Ethics Committee Report.  The Board of Directors shall notify the Complainant and Respondent in writing of its decision by certified mail or similar means.  The decision of the Board of Directors shall be the final determination of the matter.  Shown as Appendix A is a chart outlining the time elapsed for the process described in these procedures.  Resolution of the matter may be accomplished, if feasible, in a shorter time frame.
8. Upon a finding by the Board of Directors that the Respondent has failed to meet the standards of conduct imposed by the Code of Ethics and Conduct, the Board of Directors shall impose a penalty or penalties from among the following: (i) private letter of reprimand, not to be made part of the Respondent's file; (ii) private letter of reprimand to be made part of the Respondent's file, which file shall not be disseminated to the public without appropriate Court Order; (iii) public reprimand to be listed on a publicly accessible portion of the Federation of Exchange Accommodators website, and to be made part of the Respondent's file; (iv) suspension of the Respondent's membership in the Federation of Exchange Accommodators including any and all rights and privileges associated therewith, said suspension to be listed on a publicly accessible portion of the Federation of Exchange Accommodators website and to be made part of the Respondent's file (such suspension may include conditions imposed by the Board for reinstatement; or (v) permanent expulsion from the Federation of Exchange Accommodators, said expulsion to be listed on a publicly accessible portion of the Federation of Exchange Accommodators website and to be made part of the Respondent's file.
9. To the extent that the Ethics Committee determines, after adequate investigation, that the Respondent may be guilty of criminal activity, the Ethics Committee shall immediately report such determination to the Board of Directors.
   
   To the extent that the Board of Directors determines that the Respondent may be guilty of criminal activity, the Board of Directors may choose to report its findings to the appropriate authorities.
10. In the event a Respondent continues to claim an association with the Federation of Exchange Accommodators after suspension or expulsion, the FEA Board of Directors may, at its option, pursue such other legal remedies as may be available to the FEA in any or all of the jurisdictions in which the Respondent maintains offices, or in the home jurisdiction of the FEA.

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