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The Illiquidity Issue

by Greg Brown, Head of Real Estate

Investopedia defines illiquid as such, “the state of a security or other asset that cannot easily be sold or exchanged for cash without a substantial loss in value”.

Please understand, before investing in private real estate deals, that they are indeed illiquid. Let’s talk about how this fundamental characteristic of private real estate equity investments should impact your decision making process.

First–be able to do without the money you’re considering investing for AT LEAST the duration of the projected hold period. In most offerings, the deal sponsor will project a hold period for the asset. That could be as short as a projected 18 months for a turnaround or flip deal. Or it could be as long as ten years. You need to assume the investment cannot be liquidated into cash in a timely manner during your investment period. Caveat: some well capitalized deal sponsors will include provisions for them to buy back your investment should you need to liquidate. However, that buyback is usually at a very significant discount and not an obligation on the sponsor.

Deal sponsors are well aware they are asking investors to commit their capital with the inability to get it back. And for that, investors are usually able to command higher returns.

Second–read the offering documentation thoroughly to ensure you understand any restrictions on resale of your investment. Some deal sponsors restrict your ability to transfer your ownership interests to a third party. Most deal sponsors will allow for you to transfer your interests but withhold the right to approve to whom you are selling to. This protects deal sponsors and the other investors from your selling to bad actors like terrorists or money launderers.

Third–illiquid is not all bad. There is almost always a risk premium in total return projected for illiquid assets. Deal sponsors are well aware they are asking investors to commit their capital with the inability to get it back. And for that, investors are usually able to command higher returns. This premium is a big factor in why private real estate deals offer higher projected returns than publicly traded equities, even publicly traded REITs.  But, of course, the risk premium is a projected higher rate of return, not a guarantee of such results.

Lastly, I will say there are platforms out there chasing the goal of being efficient exchanges or marketplaces for private securities, many focusing on real estate. This is a noble goal. But we are YEARS away from there being the depth and breadth of both product and capital necessary to create highly liquid auction marketplaces for “alternative” investments like real estate.  

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The Assumptions In Real Estate Investment Modeling

by Greg Brown, Head of Real Estate

Assumptions are a necessary evil of projecting and attempting to predict the performance of real estate investments. If anybody had the ability to predict the future, they wouldn’t be in real estate….they would BE real estate. And not reading this piece.

When evaluating an investment it is important to understand where the income/revenue comes from. Not just what is contracted for today or at the time of investment, but where it is coming from in the future. This is where things can get tricky because many leases can be for five years or longer. Again, predicting or projecting what will happen beyond five years is still more of an art than a science.

Below are assumption characteristics of which to be mindful:

  1. Make sure returns are not dependent on overly aggressive future assumptions.

Is the deal sponsor projecting they will be able to lease space for two times current rent when the current tenant(s) vacate? Are they projecting that the asset will be worth 50% more in three years? Remember the assumed Internal Rate of Return (IRR) is NOT the same as annual cash flow. Do not assume that if a deal is predicting a 20% IRR that you’ll be receiving annual checks for 20% of your investment.

  1. Understand the sources of revenue.

Most projections include revenue from two places: cash flow and proceeds from sale. If you are looking for a stable cash flow investment, make sure the investment return projections are not heavily dependent on exit proceeds.

  1. Understand how many different assumptions are going into the model.

Below are some assumption examples:

  • Lease renewal probabilities of existing tenants: what is the likelihood a tenant will stay and at what rental rates?
  • Lease-up probabilities for new developments: how long is the sponsor projecting for a deal to reach projected occupancy hurdles? And at what rental rates relative to the market?
  • Exit sale assumptions/appreciation: most models project a hold period, and during this time it is likely assumed that the asset will go up in value. If the sponsor is projecting the asset to appreciate significantly over the hold period, there needs to be well-founded reasons for that projection.

Broker-dealer issued securities must be transparent regarding all of the assumptions included in a projection model. However, it is still the duty of the investor and (and the investor’s advisors) to understand the impact of the assumptions in order to identify opportunities, understand the risks, and mitigate them.  

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Registered Investment Advisor Group Chalice Partners with

New Joint Venture Supports the Rise of Independent RIAs

Chalice Wealth Partners and partner to support growing sector of independent Registered Investment Advisors (RIAs).

Burlington, VT and New York, NY:

For years, independent broker-dealers were unable to offer the product range of major wirehouses to affiliated Registered Investment Advisors (RIAs), including alternative investments, but lately, that gap has been closing. Chalice and today announce a new collaboration, bringing increased product access and diversification across asset classes to independent advisors. is providing the Chalice Financial Network and its advisors with early access to high quality, broker-dealer vetted alternative investments to supplement traditional products. Private placement securities presented by span multiple industries including commercial real estate and growth stage companies. These investment products are less correlated with public financial markets and are not commonly accessible through traditional channels.

“As a leading fintech membership organization for independent advisors, Chalice is always looking to industry trends and investor preferences to equip advisors and clients with a full spectrum of products and services. We are excited to partner with, a leading alternative investments and capital formation platform, because of their commitment to quality offerings and ease of doing business with private investments in a compliant manner. has democratized and digitized access to alternative investments, and we see this trend continuing to gain traction in the future. We want our advisors to be able to capitalize on technology-driven changes to access both traditional and alternative investments.” said Keith Gregg, Founder and CEO of Chalice.

“ is committed to offering high quality alternative investments for our network of RIA, institutional and accredited investors,” said Aaron Pollak, CEO of “We look forward to further collaborating with Chalice, a best-in-class partner, as we make private securities syndication even more efficient.”

About Chalice Wealth Management: Chalice is a leading fintech membership organization for Registered Investment Advisors. Its management includes 30-year veterans of the financial services industry. Chalice offers clients investment products and services, leveraging collective buying power for rates that are competitive with the large wirehouse brokerages, and for terms that offer RIAs independence. Chalice offers its clients a full suite of back office services, from competitively priced investment products, to Turnkey Asset Management Platform (TAMP) solutions, retirement and insurance solutions, HR, payroll, RIA-friendly brokerage affiliation, and more.

About headquartered in Burlington, Vermont and with offices in Midtown Manhattan, Holdings, Inc. is a financial services company focused on providing alternative investment solutions and syndication. Holdings, Inc. includes subsidiaries that specialize in facilitating private placements and providing technology solutions. Holdings, Inc. is the parent company of Brokerage Services, LLC, a registered broker-dealer (Member, FINRA/SIPC) and Technologies, LLC, a technology services provider.

Press contact: Diane Abruzzini,,

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A Conversation Around Evolving Issuer Opportunities

By Diane Abruzzini

On June 19th, Lafayette Real Estate CFO Graeme Humpreys, Principal Scott Anderson, and Head of Real Estate Greg Brown joined host and IMS VP of Business Development Ron Rossi for Investor Management Service’s newest webinar: The Full Stack Capital Raise.

Before the JOBS Act, noted Greg Brown, raising funds for commercial estate was fragmented and inefficient: flying from family office to retail investors to accountants, and hopping on road shows to pitch your deal. Change has produced new opportunities, and the opportunities from the 2012 JOBS Act are still being tested and realized.

While there has been a good deal of attention paid to real estate crowdfunding, the real value lies in something much simpler: the investment banking process has moved online.

Scott Anderson, former FINRA enforcement director and current fintech attorney, walked us through what it means to utilize an exemption, and what considerations are involved with the newly established Regulation D 506 (c) exemption that enables the use of technology and advertising.

So what opportunity can issuers seize, based on these changes? While there has been a good deal of attention paid to real estate crowdfunding, the real value lies in something much simpler: the investment banking process has moved online. This simplified process allows for greater access, options, transparency, and investor focus.

Listen to the Webinar

As a broker-dealer, is bound by SEC regulations around the sale of securities. This is a highly regulated environment, and it requires a certain amount of expertise to operate compliantly and effectively. Moving the process online has proven more cost effective for issuers than legacy model broker-dealers, and those lower costs open up investor access to smaller size offerings.

Crowdfunding sites will advertise that they have tens of thousands of people registered, and you can blast your offering out to that many people. When using a broker-dealer, you don’t need tens of thousands of eyes and ears–those who are most interested in your deal will often be close in relationship or proximity. Because the capital raising process has been so inefficient, what issuers don’t realize is that the million-dollar check is down the street, not across the country.

The questions from listeners poured in when the conversation moved to compliance around the issuer exemption and Reg D offerings. Scott Anderson started by noting that the issuer exemption, a popular way for company directors and issuers to raise funds without a broker-dealer, is much more limited than people understand it to be. 

Once your offering is published on the internet, it is that much more risky.

The fact is, compliance for raising funds for private placements is a priority for the Securities and Exchange Commission (SEC), says Scott Anderson. There have been a number of cases in this area over the past few years to send a clear message to participants using the issuer exemption. For example, a number of immigration lawyers helping their clients with EB-5 transactions were all charged as “unregistered broker-dealers” because they were making a securities recommendation and receiving transaction-based compensation.

When you are putting together a deal privately with people that you know or have been introduced to, the notion that federal regulators are going to scrutinize your deal is unlikely (except in the event of deal failure and litigation). But once your offering is published on the internet, it is that much more risky.

Graeme Humphreys, CFO of Lafayette Real Estate LLC, spoke to the benefits his firm has seen from implementing new technology. Graeme noted that the level of transparency associated with custom, cloud-based technology, combined with the new regulatory landscape, has made it easy reach and track investors. “As we grow”, he said, “we need to be more efficient in how we interact with our investors in both raising funds and managing investors”.

Have a question? Get in touch. We’re happy to direct your inquiry to any of the panelists or the moderator.

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Investor Expectations

Blog Swap: Our Partners at IMS Share Their Insights

By Shelley Cernel, Director of Marketing, IMS

According to Forrester, we are 7 years into the Age of the Customer, a theory that says consumers are more empowered now than ever before and have elevated expectations for every interaction they have with a company, including their commercial real estate (CRE) firm. Technology has been a powerful driver of this concept, lowering the barriers to switching business providers and simultaneously presenting a challenge for firms to consistently provide high-value experiences for their investors. Indeed, commercial real estate investors are taking a big risk when they place their trust, and their dollars, in a CRE sponsor, and they want to feel confident that they are making the right decision. After all, choosing the right sponsor with the right portfolio opportunities can be the difference between success or failure. The sponsor, on the other hand, needs the skills, knowledge, experience, and tooling to manage the portfolio in an effective and trustworthy manner and to keep investors informed and satisfied.

Need further evidence that the investor experience should be a priority for 2018? A Salesforce study found that 1 in 2 consumers will switch firms if a company cannot anticipate their needs. And today’s clients have expectations for engagements and level of service that they never would have even imagined just five years ago.

Commercial real estate has long been an industry based on relationships where networking and face-to-face interactions are not optional.

Want to enhance client experience and engagement? Read ahead for four steps to understanding and exceeding investor expectations.

Build Meaningful Relationships

Commercial real estate has long been an industry based on relationships where networking and face-to-face interactions are not optional. Investors want to work with somebody who they trust, who has a solid track record and reputation, and who is similarly aligned in terms of values and business priorities.

Traditionally, raising capital would involve mass emailing your closest family members, friends, and peers. To build your web of contacts, you would need to attend networking events or connect with friends of friends. But now technology is making it easier and more efficient for sponsors to connect with and contact potential investors or vice versa. On the flip side, sponsors need to make a point to personalize engagements and continuously work towards building meaningful and ongoing relationships.

Invest in Technology

Investors, particularly those from younger generations, are increasingly less likely to work with people and companies that aren’t investing in their technology infrastructure or tech stack. Investors are looking for sponsors who have upgraded their operation, similar to other investment industries. They see things being done faster, smarter, or more cost effectively in other markets and expect to see the same in the commercial real estate industry. After all, you can manage your bank accounts and play the stock market online 24/7, so why shouldn’t you be able to also access your CRE investments?

Unfortunately, over 1/3 of the CRE industry still uses outdated technology on a daily basis. But many investors have already seen the progression of technology and its ability to monitor and track as key to the success of their portfolio. Further, it helps to streamline processes and drive efficiencies.

Communicate Efficiently

Effective and constant communication benefits both parties. The industry has started to shift from a demand perspective. Investors are starting to ask for more information; they want insights into deal flow, deal interaction, deal progress, and distribution history. That is why communication with investors is so important. An informed investor is obviously a good investor, but a well-communicated investor is a great investor. The more engaged and connected investors and sponsors can be, the more benefit both parties will receive from the relationship.

Today’s sponsors need to consider how they can better interact, engage, and communicate with their investors, ensuring they have the data, insights, and control that they need in real-time. Further, technology enables sponsors to communicate and provide information and data much more quickly than traditional methods, such as snail mail, enabling them to engage more readily with their investor base. Technology will lead to a deeper connection and enable effective engagement between sponsors and their investors.

Investors in today’s on-demand, instant gratification culture expect accessibility and transparency about their CRE investments, with real-time, on-demand availability offering both convenience and control.

Provide Accessibility & Transparency

Related to communication is the idea of transparency, something which 2/3 of investors cite as being an important consideration when making an investment. Investors in today’s on-demand, instant gratification culture expect accessibility and transparency about their CRE investments, with real-time, on-demand availability offering both convenience and control. Reinforcing this point is the fact that CRE is an increasingly global business. Regardless of your firm’s time zone and business hours, investors across the country or even the world need instant access to key information. Similarly, people need access beyond just their office, such as while working remote at home, while on the road for business trips and conferences, or even during their commute. With these requirements, investors expect to have their portfolio readily available online with 24/7, on-demand, real-time access, at any time and from anywhere.

Transparency also enables sponsors to build credibility with their investors. Ultimately, this open exchange of information facilitates a smoother transactional process and strongly factors into having successful long-term relationships.

It’s more important now than ever before to meet and exceed investor expectations, leveraging technology to create a value-add investor experience. As Deloitte says, “The real estate industry is on an accelerating disruption curve that will challenge industry leaders to look differently at the ways they do business and interact with their investors.” If you don’t take steps to make changes now, there’s a good chance your competitors will. Webinar

IMS Webinar Series Welcomes’s Greg Brown to Panel

Sign up for the Webinar on Tuesday, June 19th at 2pm.

Recent regulations have enabled technology to streamline the capital raising process. Commercial real estate sponsors can now host their offerings on online portals, and online deals range from crowdfunding to traditional structures. This opportunity helps sponsors increase their outreach, increase fidelity, and decrease their workload. Now that so many real estate offerings are online, investors must wade through wide variety of deals. How can issuers cut through that noise to reach more investors while remaining compliant?

In this upcoming Investor Management Services (IMS) webinar,’s Head of Real Estate and Registered Representative Greg Brown will join host and IMS VP of Business Development Ron Rossi and attorney and former FINRA regulator Scott Anderson. This panel will explore and discuss issues surrounding:

  • Commercial real estate offerings using the issuer exemption versus a broker-dealer
  • Pitfalls of the issuer exemption 
  • Cost and benefit of using a FINRA-registered broker-dealer

Greg Brown will bring his perspective as a commercial real estate issuer and early adopter of software solutions. Greg often writes about the archaic, inefficient “sausage-making” process of raising capital before the JOBS Act (2012).  During this webinar, he will further outline what that process used to entail, and how that process has changed now that technology has enabled online distribution of offerings under Exemption 506(c) to the Securities Act. Major benefits include:

  • Smaller issuers (under $25mm) have greater access to broker-dealers and investment banks
  • Broker-dealers can reach out, on behalf of issuers, to investors with whom they have no prior relationship
  • Now that offerings are online and more widely distributed, compliance issues in some cases are easier for regulators to flag.  Importantly, under the 506(c) exemption, the accredited status of investors now must be verified.

Join us and IMS on June 19th at 2 pm, as this experienced panel discusses various trends, successes, failures, and red flags with technology-enabled commercial real estate offerings. This webinar is appropriate for issuers, sponsors, investors, or those interested in learning more about alternative investments.

Sign up for the Webinar on Tuesday, June 19th at 2pm. Finance New York Brokerage Services, LLC Attracts Seasoned Broker to Management Team

New York, NY.

Joe Ventresca Headshot Brokerage Services, LLC, a FINRA-member broker-dealer, is proud to announce that Joseph (Joe) Ventresca will join the leadership team in a newly created role, Managing Director of Investment Banking.  Joe brings decades of investment banking experience advising middle market companies seeking capital, and placing investments on behalf of institutional and high net-worth clients at Merrill Lynch Private Client, Investec, and Asgard Partners.

As Managing Director of Investment Banking, Joe will lead the investment banking team from the company’s Midtown Manhattan location.  He will work with companies seeking capital and increase the distribution of alternative investment products across our growing independent broker-dealer platform.  He will also help expand the market share of our proprietary software as a service solution for private securities offering compliance management, syndication/distribution, and subscription execution.

“The capital raising process is archaic whether you are raising money from institutions, family offices, or accredited investors.’s brokerage and technology platform offer solutions for compliance and enhanced distribution of appropriately vetted alternative investment offerings to institutional investors, family offices, and accredited investors. Also, I see a complementary opportunity for investment advisors — enhancing access to appropriately vetted alternative investments to diversify client portfolios,” Joe said.

Aaron Pollak, CEO of, said, “After working with Joe on a number of private offerings, we are delighted to announce that he will be joining the team full time. Joe’s experience in the investment banking industry, combined with his entrepreneurial drive to reset inefficient processes, make him the right fit for our growing firm.”

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About headquartered in Burlington, Vermont and with offices in Midtown Manhattan, Holdings, Inc. is a financial services company focused on providing alternative investment solutions. Holdings, Inc. includes subsidiaries that specialize in facilitating private placements and providing technology solutions. Holdings, Inc. is the parent company of Brokerage Services, LLC, a registered broker-dealer with FINRA and member of SIPC, and Technologies, LLC, a technology services provider. For more information, please visit

Forward-Looking Statements
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

What Should I Look For In A Sponsor?


The views and opinions expressed in this article are those of the authors and do not necessarily reflect the official policy or position of

Private, online real estate investments are risky. Just. Like. Every. Private. Real. Estate. Investment. Ever.

There are more conservative products if you don’t like risk.

But if you are intrigued by online real estate investing, and I think you should be, read on. (Online real estate investing is not going away.)

You will rarely hear me use the word “crowdfunding”. You’ve probably heard the word bandied about in association with real estate investing. And you may also hear that crowdfunding is “disrupting” and “democratizing” real estate investing right before our very eyes.

With all due respect, “crowdfunding” is not what is happening with investment real estate. The investment process is simply moving online and away from cigar smoke-filled rooms in the back of the country club clubhouse. Sidebar: that’s not really where this happens. I’ve been in commercial real estate over 20 years and never made a deal there. I just like the visual.

All that said, crowdfunding is one of the reasons we’ve all seen a market flooded with deals that should otherwise not see the light of day. Putting together an offering package is not hard; if a deal sponsor can put together a website and manage the legal work in under $10K, they can technically create an offering. Putting together a good deal is a different story. But it can be hard to tell what’s what when you’re looking at an overwhelming number of deals.

I would be especially thorough in considering deals using the Issuer Exemption that have not been fully vetted and underwritten by a FINRA-licensed broker-dealer.

Sponsors need to know the market comparables, the new development pipeline, and the economic drivers, not just be able to cut and paste them from a market survey into an offering memorandum.

Real estate is not a commodity: it requires active, and preferably experienced, management.  When looking at a deal, I go straight to:

  • Who exactly is responsible for the deal being curated in the first place?
  • Who is going to mind it going forward?

A credible deal sponsor should have:

  1. Connectivity to the asset type. It is riskier to back a sponsor with a track record in office buildings who has suddenly pivoted to self-storage facilities. Or, a homebuilder who now wants to raise money to build a grocery-anchored shopping center.

This isn’t to say that a sponsor can’t exit an area of expertise to create a new one. There are plenty of successful real estate owners who own different types of assets. I’m just flagging it as risk-IER. Anything you do for the first time has risk. If you can handle that risk as an investor, proceed with caution. If not, stay in the right lane and find the next warehouse deal from a sponsor that has already done five warehouse deals.

  1. And/or connectivity to the submarket. There are real estate investing challenges that technology is still years away from solving. One of these is having local market knowledge. This is why high-level economic and demographic data is about as useful to a specific real estate investment as a Facebook political rant.

Top line data does not cover the political and economic power dynamics of a specific submarket. For example: is there a plan afoot to widen a road? Is there risk of a development moratorium because of a shortage of infrastructure capacity? Could there be a flood of competing products developed to devalue your investment property? You need the sponsor to have boots in-country to tap into the undercurrent of activity.  They need to know the market comparables, the new development pipeline, and the economic drivers, not just be able to cut and paste them from a market survey into an offering memorandum.

I will qualify the above by saying that the size of a deal sponsor could blow your normal considerations out of the water. Clearly, large companies have the scale and ability to draw upon assets that smaller deal sponsors do not, so keep that in mind. Sponsors can also partner with local experts, but make sure those local experts remain part of the deal going forward.

Just stay away from the deal sponsors channeling their inner Lewis & Clark.

This publication is a service to our clients and friends. It is designed only to give general information on the developments actually covered. It is not intended to be a comprehensive summary of recent developments in the law, treat exhaustively the subjects covered, provide legal advice, or render a legal opinion.

Investor Management Services and Team Up to Offer Clients Best-In-Class Technology Along With Broker-Dealer Services

Charlotte, NC and Burlington, VT:

Investor Management Services (IMS), the leader in software for commercial real estate firms to manage their investors and assets and the only complete solution for investor management, and, a registered broker-dealer with technology solutions tailored for how securities professionals, advisors, issuers, and sponsors attract and retain investors, announced today that they have entered into a strategic partnership.  This alliance will deliver best-in-class technology to’s clients, along with capital raising through a registered broker-dealer for IMS’ clients.

Real estate accounts for over $100B in the private investing marketplace, yet only a small fraction of this activity has moved online.  At the same time, long-standing federal rules have changed, now allowing General Solicitation (under certain conditions, via the 506(c) exemption to the Securities Act). The combination of technology and business services offered by IMS and address challenges faced by real estate deal sponsors and issuers seeking to realize the opportunity of General Solicitation, while remaining compliant with federal and states securities law.

“We set a goal for 2018 to form partnerships with firms that add value and streamline processes for our respective clients. In partnering with, CRE sponsors will be able to market investment opportunities to a very sophisticated investor base through their private capital markets platform, resulting in an efficient and seamless transaction,” said Ron Rossi, Vice President of Business Development at IMS.

“We see significant opportunities for our technology to enhance how investments in real estate are acquired and managed. While we have focused on developing best-in-class transaction solutions alongside our FINRA-registered broker-dealer, IMS has focused on simplifying complex investor distribution and reporting needs in real estate transactions.  This potent integration yields the leading marketing, transaction processing, and investment management suite,” said Aaron Pollak, CEO and Co-Founder of

About Investor Management Services (IMS)

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Serving real estate investment firms, Investor Management Services (IMS) is the leader in the investment management software space providing the only all-in-one platform.  We enable our customers to better serve their investors while improving the efficiency of their firm.  The IMS Platform includes an Investor Dashboard, Document Management and Sharing, Customer Relationship Management (CRM), Waterfall Distribution Processing, and Analytics.  For more information, please visit


venture-logo-color-notext-squareHeadquartered in Burlington, Vermont and with offices in Midtown Manhattan, Holdings, Inc. is a financial services company focused on providing alternative investment solutions. Holdings, Inc. includes subsidiaries that specialize in facilitating private placements and providing technology solutions. Holdings, Inc. is the parent company of Brokerage Services, LLC, a registered broker-dealer (Member, FINRA/SIPC) and Technologies, LLC, a technology services provider.  For more information, please visit

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