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Comprehensive Guide to DSTs - Delaware Statutory Trust
Comprehensive Guide to DSTs - Delaware Statutory Trust
1031 EXCHANGE
DSTs
QOZs
MASTERCLASSES
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Directory:

CHAPTER 01

What Is A Delaware Statutory Trust?

CHAPTER 02

The History and Legal Foundations of the DST

CHAPTER 03

How DSTs Work Within a 1031 Exchange

CHAPTER 04

The IRS Rules Governing DSTs

CHAPTER 05

The Tax Benefits of DST Investing

CHAPTER 06

Beyond Taxes: The Other Benefits of DSTs

CHAPTER 07

Who Should Consider A DST?

CHAPTER 08

Understanding the Risks and Considerations of a DST

CHAPTER 09

Types of DST Properties and Asset Classes

CHAPTER 10

The Parties to a DST Investment

CHAPTER 11

A Step-by-Step Guide to Investing in a DST

CHAPTER 12

DST Exit Strategies: When The Trust Sells

CHAPTER 13

The 721 Exchange and the UPREIT

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The Parties to a DST Investment

A Delaware Statutory Trust may look simple from the investor’s seat — you contribute capital and receive income — but behind that simplicity sits a small ensemble of parties, each with a defined role. Understanding who does what will help you see how your investment is actually managed, and how it’s protected. Let me introduce the cast.

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You, the Investor

Start with yourself. As a DST investor, you are the beneficial owner: technically both a grantor of the trust (because you contribute capital to it) and a beneficiary (because you’re entitled to your share of its income).

Your role is twofold and finite: to conduct thorough due diligence before you invest, and then to provide capital. After that, by design, you’re passive. You hold no title and cast no management vote.

The Sponsor: The Linchpin

If there’s one party whose competence and integrity will make or break your investment, it’s the sponsor. The sponsor is the real estate firm that does virtually all the heavy lifting: it sources and acquires the property, arranges financing, forms the trust, contributes the property to it, and packages the whole thing as a securities offering to be sold to investors. Throughout the life of the investment, the sponsor (or its affiliates) typically manages the asset as well.

Because so much rides on the sponsor, choosing the right one is the single most important decision you’ll make. I’ll return to how you vet a sponsor at the end of this chapter.

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The Trustees: Delaware and Signatory

Every DST has trustees, and it helps to understand the two you’ll most often encounter.

The Delaware trustee exists to satisfy a legal requirement: Delaware law requires that the trust have a trustee who resides in, or maintains its principal place of business in, Delaware. This role, usually filled by a Delaware trust company, is largely ministerial. The Delaware trustee maintains a presence in the state and provides continuity, ensuring the trust survives even if something happens to the other trustee. It does not run the property.

The signatory trustee (sometimes called the managing trustee) is the one who actually administers the trust’s business affairs: making the mortgage payments, issuing distributions to investors, and exercising the limited, high-level oversight permitted by IRS rules. This role is typically held by the sponsor or an affiliate of the sponsor.

Remember from Chapter 4 that the signatory trustee’s hands are deliberately tied: it cannot re-lease the property, refinance, or make discretionary capital decisions, because doing so would jeopardize the trust’s tax status. (Some deals also include an independent trustee, whose narrow role is to protect the lender’s interests.)

The Master Tenant

Here’s where the structure gets clever. Because the seven deadly sins forbid the trustee from signing or renegotiating leases, a DST that owns a property requiring active leasing — an apartment community, say — needs another mechanism to handle the day-to-day. That mechanism is the master tenant.

The master tenant is a special-purpose entity, usually affiliated with the sponsor, that leases the entire property from the DST under a master lease. It then handles operations — signing subleases with actual tenants, collecting rent, managing maintenance, paying expenses — and pays a fixed rent up to the DST, which passes the income through to you.

This arrangement keeps the trust itself safely passive while allowing the underlying real estate to be actively run. (A single-tenant, triple-net property leased to one creditworthy company may not need a master-tenant layer, since that tenant handles everything itself.)

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The Qualified Intermediary

If you’re arriving at a DST through a 1031 exchange, you’ll already know this party well. The qualified intermediary holds the proceeds from the sale of your relinquished property — you must never take receipt of them yourself — and facilitates the exchange into the DST. The QI’s role here is exactly the same as in any 1031 exchange, which our 1031 Exchange Guide covers in full.

Your Financial Advisor

Finally, because a DST is a securities offering sold through a private placement, it must be offered by a properly licensed professional, a representative of a broker-dealer, or a registered investment advisor. This is the party that helps you evaluate specific offerings, confirms that you meet the accredited investor requirement, assesses whether a given DST suits your circumstances, and places the investment. A good advisor is also your first line of defense in vetting sponsors and scrutinizing deal terms.

Vetting the Sponsor: The Questions That Matter

Since the sponsor matters most, it deserves the most scrutiny. Before committing to any DST, you and your advisor should be able to answer a few pointed questions about the firm behind it:

  • What is their track record? How long have they been sponsoring DSTs, and how much real estate have they managed?
  • Have they gone full cycle — through good markets and bad? A sponsor that has successfully acquired, held, and sold DST properties, ideally across different economic climates, has proven something a newer sponsor cannot.
  • Are the fees transparent and reasonable? You should understand every layer of cost before you invest, and how those costs affect your projected return.
  • How have their prior offerings actually performed? Past results never guarantee the future, but a candid look at them is revealing.

A sponsor who welcomes these questions is one worth considering. One who deflects them is telling you something too.

With the players introduced, we’re ready to walk through the process itself: how an investment in a DST actually happens, from realized gain to funded interest. That’s the next chapter.

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Delaware Statutory Trust Guide

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A Step-by-Step Guide to Investing in a DST

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(281) 466-4843

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SECURITIES DISCLOSURE

There are material risks associated with investing in DST and QOZ ( Qualified Opportunity Zones) properties and alternative real estate securities including liquidity, tenant vacancies, general market conditions and competition, lack of operating history, interest rate risks, the risk of new supply coming to market and softening rental rates, general risks of owning/operating commercial and multifamily properties, short term leases associated with multi-family properties, financing risks, potential adverse tax consequences, general economic risks, development risks, long hold periods, and potential loss of the entire investment principal. Past performance is not a guarantee of future results. Potential cash flow, returns and appreciation are not guaranteed. IRC Section 1031 is a complex tax concept; consult your legal or tax professional regarding the specifics of your situation. This is not a solicitation or an offer to sell any securities. Investing in real estate and DSTs is speculative, illiquid, involves a high degree of risk, may result in total loss and is not suitable for all investors.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY THROUGH DELIVERY OF THE PPM and to accredited investors only. THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT PPM WHICH SHOULD BE READ IN ITS ENTIRETY IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES.

Please consult the appropriate professional regarding your individual circumstances. Alternative investments are often sold by prospectus that discloses all risks, fees, and expenses.

For additional information, please contact (281) 466-4843 or www.Provident1031.com. Fee-based financial planning and investment advisory services are offered by Provident Wealth Advisors, a Registered Investment Advisor in the State of Texas, and the State of Louisiana.

Insurance products and services are offered through Goodwin Financial Group. Provident Wealth Advisors and Goodwin Financial Group are affiliated companies. Provident Wealth Advisors, LLC does not offer legal or tax advice. Consult the appropriate professional regarding your individual circumstance.

Securities Offered through Quincy Wells Capital, LLC. Member FINRA/SIPC. The presence of this website shall in no way be construed or interpreted as a solicitation to sell or offer to sell investment advisory services to any residents of any State other than the State of Texas or where otherwise legally permitted. Important Notice – If you are investing in Alternatives your tax advisor may require you to file a tax return in the state where the subject property is located which could result in additional costs associated with your investment. Any additional expenses associated with any required tax filing are the sole responsibility of the investor/client.

Information about securities-registered professionals may be found at FINRA BROKERCHECK. Member FINRA/IEX/SIPC.

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**An accredited investor, in the context of a natural person, includes anyone who: a) earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR b) has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). Click here for information, or details on Accredited Entities.
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