How to Choose a DST Brokerage Firm (and Why I Won't Rank Them)

Why won't I give you a list of the "top" DST brokerage firms?

This page used to carry a title promising exactly that, and people still search for it. I understand why. You have sold a building, a qualified intermediary is holding your money, and the clock started the day you closed. A ranked list feels like a shortcut.

I'm not going to write one, for two reasons. The first is regulatory. The securities I discuss are offered through Aurora Securities, a FINRA member, so anything I publish about securities is a retail communication under FINRA Rule 2210, which requires that it be fair and balanced and have a sound basis. A ranking of firms I compete with would be my opinion dressed up as a fact, and I have an obvious stake in how it comes out. The offerings I work with are also private placements sold under Regulation D Rule 506(b), which does not allow general solicitation. A public page steering you toward particular firms, or away from them, is not something I'm willing to put my name on.

The second reason is that the lists you find online don't measure much. Most rank by volume ("$X billion placed") or by how long a firm has been around. Volume tells you a firm is good at selling. It tells you nothing about whether the rep you get will read the loan section of a private placement memorandum (PPM), push back on a sponsor, or notice that your replacement debt is $200,000 short. Several of those lists are published by firms that sell DSTs, which is worth knowing when you read them.

What follows is what I would check if I were hiring someone to help with my own exchange. I'll describe the types of firms in general terms, because the type does shape how a rep is paid and what they can offer, but I won't name anyone. That includes Baker 1031. Near the end I say how I'd want you to evaluate me.

Who is allowed to sell you a DST?

A DST interest is a security. The IRS treats a properly structured Delaware statutory trust as a grantor trust under Revenue Ruling 2004-86, so you can exchange into it, but the SEC and FINRA treat the beneficial interest as a security because you are relying on the sponsor's efforts for your return. That has a practical consequence: only certain people can be paid for selling it to you.

Registered representatives of a FINRA member broker-dealer. This is the main channel. The sponsor appoints a dealer manager (often an affiliate of the sponsor), and the dealer manager signs selling agreements with independent broker-dealers. Each broker-dealer runs its own due diligence on the offering and decides whether to approve it. Only after approval can that firm's registered reps offer it. A rep cannot sell an offering their broker-dealer hasn't approved; doing so outside the firm is "selling away," which FINRA Rule 3280 restricts.

Registered investment advisers (RIAs). An adviser who is not also a registered rep generally cannot receive a commission. Many DST offerings let advisory clients buy at a price that excludes the selling commission ("net of commission"), and the adviser charges their usual advisory fee instead. Some advisers are dually registered, meaning they are a rep of a broker-dealer and an adviser representative at the same time. If your adviser is dually registered, ask which hat they are wearing on this purchase, because it changes what you pay.

People who cannot be paid. Your real estate agent, your CPA, your attorney and your qualified intermediary are not allowed to receive a commission or referral fee for steering you into a DST unless they are themselves registered. FINRA Rule 2040 prohibits member firms from paying transaction-based compensation to unregistered persons who would need to be registered to receive it. FINRA's predecessor said this directly about tenant-in-common securities back in Notice to Members 05-18, including real estate licensees taking referral fees. A professional you trust can still introduce you to a broker. They just shouldn't be getting paid for it, and if someone hints that they are, treat it as a warning.

Here is how the firm types usually differ. These are generalizations, and every one of them has exceptions.

How does the person selling you a DST get paid?

Almost all of the selling compensation in a DST comes out of the money you invest, and it is described in the PPM's "Estimated Use of Proceeds" and "Plan of Distribution" sections. The pieces usually include:

• Selling commission. A percentage of each dollar raised, paid to the broker-dealer that made the sale, most of which goes to the rep.
• Dealer manager fee. Paid to the dealer manager for running the distribution. Part of it is often reallowed to selling broker-dealers as a marketing allowance.
• Marketing and due diligence reimbursements. Money that covers the broker-dealer's cost of reviewing the deal, attending sponsor events, and similar expenses. These are usually capped and disclosed.
• Placement or other fees. Some offerings carry additional distribution fees under other names.

Then there are the sponsor's own fees (acquisition fees, financing fees, organization and offering costs, and later asset management and disposition fees). I cover those in detail in How to Evaluate a DST Sponsor. From where you sit, the total of all front-end costs is called the load.

A worked example makes the load concrete. These are made-up round numbers. They do not represent any offering, and actual offerings differ.

Say a hypothetical DST raises $10,000,000 of equity, and its estimated use of proceeds reads like this:

Of your $1,000,000, $120,000 goes to costs and fees on day one, $10,000 sits in reserves, and $870,000 buys your share of the property's equity. The $75,000 of selling commission and dealer manager fee in this example exists whether you buy through a wirehouse rep, a boutique specialist, or me.

That last point surprises people. In a brokerage account, the offering price of a DST interest is fixed by the PPM, and the selling compensation is built into it. A rep generally cannot hand you a discount by taking less. So when someone tells you their firm is "cheaper," ask exactly what they mean. There are real exceptions: many PPMs allow reduced commissions for large purchases, for purchases through advisory accounts, or for affiliates of the sponsor. Read the "Plan of Distribution" section for the actual terms. But in the ordinary case, two reps selling the same offering to the same investor are paid the same.

You can check part of this outside the PPM. Sponsors file a Form D with the SEC for each Regulation D offering. Item 12 lists the people and broker-dealers receiving sales compensation, with their CRD numbers, and Item 15 states the sales commissions and finders' fees. Form D filings are public on the SEC's EDGAR system. If a rep's firm isn't on the list for an offering they are pitching, ask why.

What about buying through an adviser at a net-of-commission price?

This is a legitimate path, and for some people it costs less. It depends on the adviser's fee and how long you hold.

Hypothetical, with made-up round numbers that do not represent any offering: a DST interest sells for $10.00 in a brokerage account, which includes a 6% selling commission. The offering lets advisory clients buy at $9.40.

• Through a broker, $1,000,000 buys 100,000 interests.
• Through an adviser, $1,000,000 buys $1,000,000 ÷ $9.40 = 106,383 interests, about 6.4% more of the trust.

Now the adviser charges 1% a year on the $1,000,000. That is $10,000 a year, and it generally has to come out of your distributions or other assets, because the DST itself won't pay it. After six years you've paid $60,000 in advisory fees; after seven, $70,000; after ten, $100,000. The extra 6,383 interests were worth about $60,000 at the price you paid. So in this example the two paths are close to even around year six, and the advisory route costs more the longer you hold. A lower advisory fee moves the break-even out; a shorter hold favors the adviser.

I'm not telling you one is better. I'm telling you to do this arithmetic with the real numbers before you decide, and to ask whether the dealer manager fee and other offering costs still sit in the advisory price (they often do, and only the selling commission comes out). Also ask what the adviser is doing for the ongoing fee on an asset that can't be traded or rebalanced.

How do I check a broker's or adviser's record?

Start with FINRA BrokerCheck (brokercheck.finra.org). It is free and takes five minutes. For an individual rep, the report shows current and past firms, about 10 years of employment history from the rep's Form U4, the qualification exams they've passed, the states they're registered in, and disclosures. Disclosures for individuals cover customer disputes, disciplinary events, and certain criminal and financial matters. For a firm, you'll see ownership, history, the types of business it does, and arbitration awards and disciplinary events.

If the person is also an investment adviser representative, check the SEC's Investment Adviser Public Disclosure site (adviserinfo.sec.gov), which links to BrokerCheck for people who are also registered reps. There you can read the firm's Form ADV Part 2A brochure, which has to explain in plain English how the adviser is paid, its conflicts, and its disciplinary history. Part 2B, the brochure supplement, covers the individual; the adviser has to give it to you, so ask for it.

Every broker-dealer and adviser serving retail investors also has to give you a Form CRS (the client relationship summary). It's short, usually posted on the firm's website, and it answers how the firm is paid and what conflicts it has. Read it before your first real conversation, not after.

How I'd read what you find:

1. Confirm the person is registered and with the firm they say they're with. If someone pitching you a DST isn't on BrokerCheck at all, stop.
2. Read every disclosure, not just the count. A single customer complaint from 15 years ago that was denied is different from three settled complaints about private placements in the last five. Pending items are allegations, not findings, and the report says so.
3. Look at the employment pattern. Several firm changes in a short period can be innocent (firms merge and close), but if a rep left firms after customer complaints or was "discharged" or "permitted to resign," the report will show it.
4. Check the firm, too. A broker-dealer's regulatory history tells you something about its supervision, which is the system that is supposed to catch a rep's mistakes.
5. Check your state securities regulator if anything looks off. State regulators handle some actions that are worth reading in full.

Then compare what you find to what the rep told you. I put more weight on someone who brings up an old disclosure and explains it than on someone with a clean record who gets evasive when you ask how they're paid.

What conflicts of interest should I look for?

Every broker is conflicted to some degree; under the commission model the rep is paid when you buy and not when you don't. That alone isn't disqualifying. What you want to know is which additional conflicts sit on top of it and how the firm handles them.

The SEC's Regulation Best Interest (Reg BI), in force since June 30, 2020, requires a broker-dealer recommending a security to a retail customer to meet four obligations: disclose material fees and conflicts; exercise reasonable diligence, care and skill in making the recommendation; maintain policies to identify and disclose or eliminate conflicts, mitigate those that create incentives for reps, and eliminate sales contests, quotas, bonuses and non-cash compensation tied to selling specific securities within a limited period; and maintain a compliance program. It doesn't ban conflicts. It makes the firm identify them, tell you, and manage them. Here are the ones I'd ask about in DSTs specifically.

Proprietary or affiliated offerings. Some firms that sell DSTs are owned by, or share ownership with, a sponsor. A rep at such a firm may be paid the same on an affiliated offering, but the firm earns sponsor fees as well, and the pressure to fill its own deals is real. Reg BI requires firms to disclose material limitations such as a proprietary-only product menu. Ask directly: "Is this sponsor affiliated with your firm or with you in any way?"

Sponsor concentration. Ask what share of the firm's DST sales last year went to its top two or three sponsors. A specialist that places most of its volume with a couple of sponsors may get better access and allocations, which can help you. It may also have a hard time telling those sponsors no. There is no right number here. I'd want to hear the number and the reasoning.

Revenue sharing and marketing allowances. Sponsors pay broker-dealers marketing and due diligence money, sometimes per offering and sometimes through broader arrangements. These are disclosed in the PPM and should appear in the firm's Reg BI disclosures. Ask whether any sponsor pays the firm more than others, in any form.

Non-cash compensation. Sponsor-hosted due diligence trips and conferences are common in this industry. FINRA's rules permit certain training and education meetings with conditions. They're a legitimate way to see properties and meet management, and they're also a relationship. Asking a rep "which sponsors have hosted you this year?" is fair.

Inventory and timing pressure. DSTs are sold until they're full, and sponsors often carry a property on their own balance sheet or a bridge loan until the equity is raised. Near the end of a raise there is pressure to close it out. If a rep's urgency matches a sponsor's closing date more closely than it matches your 45-day deadline, notice that.

The conflict in my own position. I'm paid when you invest and not when you decide to pay the tax, buy a property directly, or wait. You should weigh my advice knowing that. I'd say the same about anyone in my seat.

How broad is the firm's shelf, and does it matter?

The shelf is the set of offerings a broker-dealer has approved and has selling agreements for. Your rep can only show you what's on it.

A broad shelf gives you more choice across property types, leverage levels, and hold periods, and that matters for exchanges that need precise debt replacement or a particular closing date. But "we have access to everything" is not a virtue by itself. A broker-dealer that approves almost everything it's offered isn't doing much filtering. I'd rather work from a shelf where the firm said no to a fair share of what it saw, for reasons it can explain.

So don't ask "how many DSTs do you offer?" Ask "how many did your firm review last year, and how many did it approve?" and "tell me about one you turned down and why." A thoughtful answer to the second question tells you more than any ranking.

Two other shelf questions:

• Does the firm have offerings across the leverage spectrum? If your exchange needs replacement debt, you may need some DSTs with loans. If you want no debt at all, you need all-cash offerings. A shelf that is all one or the other may force a bad fit.
• Does the rep know the offerings or just have access to them? Ask a rep to explain, without the marketing deck, how the loan in one offering works and when it matures. You'll know quickly.

What should the firm's due diligence look like?

FINRA expects a broker-dealer recommending a private placement to conduct a reasonable investigation of it. Regulatory Notice 23-08, which updated Notice 10-22, says that investigation should at least cover the issuer and its management, the issuer's business prospects, the assets, the claims being made, and the intended use of proceeds. FINRA's annual oversight reports list the failures it keeps finding: relying only on past dealings with a sponsor, not resolving red flags raised in third-party reports, not verifying projections against the deal's actual structure.

In DSTs, due diligence usually has three layers:

1. Third-party due diligence reports. Independent firms review most offerings and write reports for broker-dealers. They cover the sponsor's financial condition and track record, the property, the market, the loan, the fees, and the legal structure. Know that the sponsor typically pays for these reports. They're still useful, especially the sections listing concerns, but they aren't a seal of approval.
2. The broker-dealer's own review. A due diligence officer or committee at the broker-dealer reads the PPM and the reports, talks to the sponsor, often visits the property, and approves or declines. This is the layer that differs most between firms.
3. The rep's own judgment. Approval only means an offering is allowed. A rep still has to decide whether it fits you. Reg BI's care obligation applies to that recommendation.

What I'd ask any firm:

• "Can I see the third-party due diligence report, or a summary of the concerns it raised?" Some reports are restricted to broker-dealer use. Even then, the rep should be able to tell you what the concerns were and how the firm resolved them.
• "Did your firm visit the property?"
• "Is there a tax opinion that the trust should be treated as a grantor trust under Revenue Ruling 2004-86, and from whom?" The strength of the opinion language ("will" versus "should") matters, and a weaker opinion is something you should know about.
• "Is there a recent appraisal, a property condition report, and an environmental Phase I?" Then ask whether the purchase price is above the appraisal and by how much.
• "What did the reviewers think the sponsor's weakest point was?"

What service should I expect during the 45-day identification period?

This is where a broker earns the commission, and where the differences between reps are largest. Under Treasury Regulation §1.1031(k)-1 you have 45 days from closing your sale to identify replacement property in writing and 180 days (or your tax return due date, if earlier) to close. Identification generally follows one of three rules: up to three properties of any value; any number of properties as long as their total fair market value doesn't exceed 200% of what you sold; or any number at all if you actually acquire at least 95% of the value you identified. The deadlines don't move for weekends or holidays (relief exists only in narrow cases such as federally declared disasters), and missing them generally ends the exchange.

A good rep starts before you close, not on day 30. Here is the math I'd expect them to do with you, using a hypothetical.

Say you sell a 12-unit apartment building in Sacramento for $3,000,000. You owe $1,100,000 on the loan and pay $150,000 in selling costs, so your qualified intermediary holds $1,750,000. To defer all of the gain, you generally need to reinvest all $1,750,000 of equity and buy replacement property worth at least $2,850,000 (the sale price less selling costs). The $1,100,000 of debt you paid off has to be replaced with new debt, extra cash, or a mix. If you come up short, the shortfall is generally taxable boot, up to the amount of your gain.

DST interests come with a share of the trust's loan already attached. Suppose you like three offerings:

• DST A has no debt.
• DST B carries a loan equal to 50% of its value.
• DST C carries a loan equal to 40% of its value.

First try: $700,000 into A, $600,000 into B, $450,000 into C.

You reinvested every dollar and still acquired only $2,650,000 of value against the $2,850,000 you needed. You replaced $900,000 of debt against $1,100,000 paid off. That $200,000 gap is potential taxable boot.

Second try: $500,000 into A, $800,000 into B, $450,000 into C.

Same equity, same three offerings, and now the value and debt both match. Note what that does to your risk: you now hold more of the leveraged offering. If you'd rather have less debt, you can add cash from outside the exchange instead, which also offsets the debt shortfall. A rep should lay out that choice rather than make it for you.

Other things a rep should handle during the 45 days:

• Backups. Offerings fill. Under the 200% rule, with a $3,000,000 sale you could identify up to $6,000,000 of property, which leaves room for alternates. How DST interests are valued for that test should be confirmed with your qualified intermediary.
• Allocation. If an offering is close to full, can the rep get your subscription reserved, and what happens to your identification if it closes before your money arrives?
• Paperwork timing. DST subscriptions require accredited investor verification, subscription documents, and coordination with your QI to wire funds directly to the trust. A rep should know how long each sponsor takes to accept a subscription and close.
• Your CPA and QI. The rep should send them the numbers in writing. A broker isn't your tax adviser. Confirm your exchange math, and your state's rules if you're selling in a state that withholds or tracks deferred gain, with a CPA or tax attorney and your qualified intermediary.

What are the red flags?

Some of these would end the conversation for me. Others call for a good answer.

• The person isn't on BrokerCheck, or the firm named on their card isn't the firm on BrokerCheck.
• They talk about a DST as a way to escape tax, promise a distribution, or say an offering has no real downside. A 1031 exchange defers tax; DST distributions are not guaranteed and can be reduced or suspended.
• They can't or won't tell you how they are paid on the offering they're recommending.
• They show you only one offering, or only one sponsor's offerings, without explaining why.
• Your real estate agent, CPA or QI mentions they'll receive a fee if you invest.
• They quote a distribution rate as if it were a return, and don't mention the load, the loan, or how the property gets sold.
• They pitch you a specific offering before asking about your income needs, debt replacement, hold horizon, estate plans, or what else you own.
• They push you to identify only DSTs and only their DSTs, with no backups.
• They discourage you from reading the PPM or call the risk factors "boilerplate."
• They contact you out of the blue about a specific Regulation D 506(b) offering. Under 506(b) there should be a pre-existing relationship before you are offered a particular deal.
• Urgency that tracks a sponsor's closing date rather than your deadline.

What questions should I ask any DST broker, including me?

Ask these in your first or second conversation. Write down the answers.

1. Are you a registered representative, an investment adviser representative, or both? Which role are you acting in for this purchase?
2. What's your CRD number, and which broker-dealer holds your registration?
3. How are you and your firm paid on each offering you'd show me, in dollars, on my amount?
4. Is any sponsor you'd recommend affiliated with you or your firm?
5. What share of your DST sales last year went to your top three sponsors?
6. How many DST offerings did your firm review last year, and how many did it approve? Tell me about one it declined.
7. Can I see the third-party due diligence report, or a summary of its concerns, for each offering you recommend?
8. Will you do the value and debt replacement math for my exchange in writing before I identify?
9. What happens if an offering I identify fills before my funds arrive?
10. How do you stay involved after I invest? Who do I call if a sponsor suspends distributions?
11. Have you or your firm had customer complaints or regulatory actions involving private placements? Walk me through them.
12. What would make you tell me not to do a DST?

The last one matters most to me. A broker who can't describe a client they'd turn away probably hasn't turned many away.

How would I want you to evaluate me?

Baker 1031 Investments is one of the firms this page is about, and I'd want you to put me through the same checks. Securities are offered through Aurora Securities, Inc., member FINRA/SIPC. Baker 1031 Investments, LLC is independent of Aurora. Look up Aurora, and me, on BrokerCheck before we talk in depth, and read Aurora's Form CRS.

A few facts that bear on the questions above. We don't sponsor offerings, so nothing I show you is a proprietary product. What I can offer is limited to what Aurora has approved, and I'm picky within that: the offerings I work with come from institutional sponsors and go through a due diligence process before I'll show them. I'm compensated through Aurora from the selling compensation each PPM discloses, and I'll show you what that is in dollars on your amount for any offering we discuss. Most offerings I work with have a $100,000 minimum, and you have to be an accredited investor and a U.S. citizen or permanent resident.

My background is on the other side of these deals. I studied applied mathematics and statistics at Babson and spent my career before Baker 1031 at real estate investment firms working on acquisitions, management and development. I've been the person buying the property and building the model, which is why I read the loan section first and why I'll show you the boot math before I show you a brochure. You work with me directly.

If you'd like to see how I'd approach your exchange, the concrete next step is a call with me before your sale closes, so we have the full 45 days to work with.

Risks and limitations

DSTs are not right for everyone, and choosing a careful broker doesn't remove their risks. Before investing, read the risk factors in the PPM for any offering. The main ones:

• Illiquidity. There is generally no public market for DST interests. Expect to hold until the sponsor sells the property, which may be years later than you expect. If you need to sell early, you may not find a buyer, or may sell at a steep discount.
• Loss of principal. Property values can fall. You can lose some or all of your investment.
• Distributions are not guaranteed. They depend on rent, expenses and debt service, and can be reduced or suspended.
• Reliance on the sponsor. You have no say in management. The sponsor and trustee make the decisions, and their judgment, financial strength and conflicts affect your outcome.
• Fees and load. Front-end costs reduce the amount invested in real estate. The property may need to appreciate meaningfully just for you to recover your original equity at sale.
• Leverage. Debt magnifies losses as well as gains. A DST generally cannot refinance or raise new capital under Revenue Ruling 2004-86, which limits options if the property struggles or the loan matures before a sale.
• Limited control. You cannot decide when to sell, whom to lease to, or how to respond to problems.
• Concentration. One DST may hold a single property or tenant. A tenant default can hit income hard.
• Tax-law risk. The tax treatment of 1031 exchanges and DSTs depends on current law and IRS guidance, which can change. If a DST converts to an LLC under a "springing" provision, your interest may no longer qualify for a future 1031 exchange.
• Broker conflicts. The person recommending a DST is generally paid when you invest. That conflict exists at every firm, including mine.

Nothing here is tax or legal advice. Confirm the tax consequences of any exchange with a CPA or tax attorney and your qualified intermediary.

Frequently asked questions

Do I pay less if I buy a DST directly from the sponsor?

Usually not. Most sponsors don't sell directly to individual investors; they distribute through broker-dealers under selling agreements, and the offering price already includes the selling compensation. Where a PPM allows a direct or reduced-commission purchase, it's typically for sponsor affiliates or for advisory accounts. Even then, other offering costs stay in the price. Read the "Plan of Distribution" section, which says who can buy at what price. If someone offers you a discount that isn't described in the PPM, ask for it in writing and ask how it's permitted.

Can my real estate agent or CPA get paid for referring me to a DST broker?

Generally no, unless they are registered with a broker-dealer. FINRA Rule 2040 bars member firms from paying transaction-based compensation to unregistered persons who would need to be registered to receive it, and FINRA has applied that principle to real estate licensees in securitized real estate deals since at least Notice to Members 05-18. Your agent or CPA can still introduce you to a broker as a courtesy. If anyone involved mentions a referral fee tied to your investment, ask how it's being paid and whether it's disclosed.

Is a fee-only adviser cheaper than a commissioned broker for a DST?

It depends on the advisory fee and your hold period. Buying at a net-of-commission price gets you more of the trust up front, but an annual advisory fee adds up every year you hold. In a hypothetical with a 6% commission and a 1% annual fee, the two paths come out roughly even around year six, and the advisory route costs more after that. Run the numbers on the actual offering and fee, ask what the adviser does for the ongoing fee, and check whether other offering costs remain in the advisory price.

How many DSTs should I spread my exchange across?

There's no correct number. Splitting across two to four offerings can reduce your exposure to any single tenant, property type or sponsor, and gives you flexibility to hit your debt replacement target. Each split also adds paperwork, and if your equity is near the minimums you can end up with small positions. Most offerings I work with have a $100,000 minimum. I'd decide based on your debt math, your income needs, and how much you want riding on one sponsor.

What does BrokerCheck not show?

It doesn't show how good a rep is at analysis, how many DSTs they have placed, or how their clients' investments performed. It shows registrations, employment history, exams and disclosures, and only disclosures that meet reporting thresholds. Some customer complaints are expunged. It also won't tell you about conflicts like sponsor concentration or affiliated offerings. Treat a clean report as necessary, then use the questions on this page to judge the rest.

Can a DST broker help with my 1031 exchange paperwork?

A broker can coordinate DST subscriptions, accredited investor verification, and funding with your qualified intermediary, and should do the value and debt math with you. A broker generally can't act as your qualified intermediary, and shouldn't be your tax adviser. Your QI handles the exchange agreement, holds the funds, and processes the identification notice. Your CPA or tax attorney confirms the tax treatment, including state rules. Get all three working from the same numbers before day 45.

Is it a problem if a broker only works with a few sponsors?

Not automatically. Concentrated relationships can mean better access to offerings and more scrutiny of a sponsor the firm knows well. They can also mean the firm finds it hard to say no to that sponsor, or that you only see one way of structuring deals. Ask what share of the firm's sales go to its top sponsors and why, and ask whether any is affiliated with the firm. Then decide whether the reasoning holds up.

What happens to my DST if my broker leaves the industry or changes firms?

Your DST interest is held by you, not by the broker, so a broker's departure doesn't change your ownership. The sponsor keeps paying any distributions and sending reports directly to you. What you lose is the person who was supposed to watch the investment with you and explain sponsor updates. Ask any broker who covers their clients if they leave, and keep copies of your PPM and subscription documents yourself.

Sources

• FINRA Rule 2210, Communications with the Public
• FINRA Rule 2040, Payments to Unregistered Persons
• FINRA Notice to Members 05-18, Private Placements of Tenants-in-Common Interests
• FINRA Regulatory Notice 23-08, Private Placements
• FINRA 2026 Annual Regulatory Oversight Report: Private Placements
• FINRA, About BrokerCheck
• SEC, Regulation Best Interest: A Small Entity Compliance Guide
• Investor.gov, Investor Bulletin: Form ADV, Investment Adviser Brochure and Brochure Supplement
• SEC, Form D and General Instructions
• SEC, Accredited Investors
• Revenue Ruling 2004-86 (U.S. Treasury)
• 26 CFR §1.1031(k)-1, Treatment of deferred exchanges (Cornell LII)