Worksheets · DST fees
DST Fee and Load Worksheet: What a $500,000 Exchange Actually Pays
Every fee class in a DST private placement memorandum, where to find it, and a column to turn each into dollars on a $500,000 exchange. Printable, with a PDF.
What this worksheet does
A DST private placement memorandum discloses every payment to the sponsor, its affiliates and the selling broker-dealers, but it spreads them across three tables and quotes each one on a different base. This worksheet gathers them on one page, names the section of the memorandum each figure comes from, and leaves a column to convert each into dollars on a $500,000 exchange so you can see what reaches the property.
Print it, open the memorandum and fill the blank cells from the compensation table. The ranges filed offerings have disclosed, with their EDGAR citations, are on DST fees and loads; the projection those fees sit inside is explained in how to read a DST pro forma. This page states no rates. The only figures that count are the ones in your own memorandum.
Part A: the fee classes, where to find them, and what they cost on $500,000
Fill the last two columns from your memorandum. Where the memorandum gives a whole-offering dollar estimate instead of a rate, multiply it by your share from Part C.
| Fee class | Who receives it and what it pays for | Where in the memorandum to find it | Rate or amount, and its basis, in your memorandum | Dollars on $500,000 |
|---|---|---|---|---|
| 1. Selling commissions | The selling broker-dealers and the registered representative who places you. Paid from offering proceeds at closing. | Summary of the offering; plan of distribution; the compensation table under the offering stage; the estimated use of proceeds table. Form D item 15 on EDGAR for the whole offering. | ||
| 2. Dealer-manager fee | The managing broker-dealer that runs the selling group. Part is usually reallowed to selling firms, part retained. | Plan of distribution, next to the commissions; sometimes a separate wholesaling or marketing line. | ||
| 3. Organisation and offering expenses | Legal, accounting, printing, filing, due-diligence reimbursements and marketing, paid or reimbursed to the sponsor. | Estimated use of proceeds; the organisation and offering line of the compensation table; any note on a reimbursement cap. | ||
| 4. Acquisition fee | The sponsor or an affiliate for sourcing, underwriting and closing the property. Often quoted on the purchase price, which includes the loan. | Compensation table, offering and acquisition stage; the sources and uses table. Any mark-up between the sponsor's contract price and the trust's price is disclosed near here. | ||
| 5. Loan and financing fees | The lender's origination fee, plus any financing coordination or guaranty fee paid to the sponsor or an affiliate for arranging and guaranteeing the loan. | Description of the loan or financing section; the compensation table under acquisition-stage fees; sources and uses. | ||
| 6. Asset management fee | The sponsor or an affiliate, every year, for overseeing the trust and the master tenant. Quoted on gross revenue, on the purchase price or on equity; the basis changes the dollars. | Compensation table, operational stage; the master lease summary, because the fee may be paid out of master-lease rent rather than by the trust. | ||
| 7. Property management fee | The property manager, often a sponsor affiliate, on collected rent; leasing and construction management fees sometimes sit alongside it. | Compensation table, operational stage; the property management agreement summary; the pro forma expense lines. | ||
| 8. Disposition fee | The sponsor or an affiliate when the property is sold, on the gross sale price; a third-party brokerage commission may be charged as well. | Compensation table, liquidation stage; the sale of the property or exit section. | ||
| 9. Master-lease rent and sponsor reserves | Not a fee line, but money that does not reach you: the spread between what the property earns and the rent the master tenant pays the trust, and the reserve the trust holds back from distributions. | Master lease summary (base rent and supplemental rent); the reserves line in sources and uses; the pro forma reserve line. |
Part B: the totals
| Total | Rows | How to compute it | Dollars |
|---|---|---|---|
| Upfront load | 1 to 5 | Add rows 1 to 5. This is paid before a dollar reaches the property. | |
| Dollars that reach the real estate | $500,000 minus the upfront load. Every projection in the pro forma is earned on this figure. | ||
| Annual fees, one year | 6 and 7 | Add rows 6 and 7. | |
| Annual fees over the hold | 6 and 7 | One year multiplied by the projected hold in years from Part C. | |
| Fees at exit | 8 | Row 8, on your share of the projected sale price. | |
| Money held back | 9 | Row 9: your share of reserves plus the master-lease spread. Reserves may be returned at the end; the spread is not. | |
| Cost of the whole hold | 1 to 8 | Upfront load plus annual fees over the hold plus fees at exit. |
Part C: your share of the offering
Worked example (hypothetical)
Hypothetical round figures. The letters stand for the rates in your own memorandum; the page states none.
A $500,000 exchange goes into an offering raising $50,000,000 of equity to buy one property for $80,000,000 with a $40,000,000 loan. Your share of the offering is 1 percent, so your share of the purchase price is $800,000 and of the loan $400,000. A fee quoted on the purchase price is therefore charged on $800,000, a fee on equity on $500,000, and a fee on gross rent on 1 percent of the property's rent. The whole-offering dollar estimates convert the same way: multiply each by 1 percent.
| Row | Basis from the memorandum | Your base | Dollars |
|---|---|---|---|
| 1. Selling commissions | Equity, rate A | $500,000 | A times $500,000 |
| 2. Dealer-manager fee | Equity, rate B | $500,000 | B times $500,000 |
| 3. Organisation and offering | Equity, rate C | $500,000 | C times $500,000 |
| 4. Acquisition fee | Purchase price, rate D | $800,000 | D times $800,000 |
| 5. Loan and financing fees | Loan amount, rate E | $400,000 | E times $400,000 |
| 6. Asset management, per year | Gross revenue, rate F | 1 percent of rent | F times your rent share |
| 7. Property management, per year | Collected rent, rate G | 1 percent of rent | G times your rent share |
| 8. Disposition fee | Sale price, rate H | 1 percent of the sale price | H times your sale share |
| 9. Reserves | Dollar line in sources and uses | 1 percent of the line | The line times 1 percent |
Suppose, still hypothetically, that rows 1 to 5 add up to $50,000 on your $500,000. Then $450,000 reaches the real estate, and everything the pro forma projects is earned on $450,000 while the price you paid was $500,000. The exchange deferred the tax on the whole gain; the load is what the deferral cost. Fill the sheet from your memorandum and have your CPA check each basis.
How the numbers are calculated
The compensation table in a DST memorandum is organised by stage: the offering and acquisition stage, the operational stage and the liquidation stage. Each row names the payee (the dealer manager, the sponsor or an affiliate), the basis the fee is charged on, and an estimated dollar amount for the whole offering. Copy the basis, not only the rate, because a fee on the purchase price is charged on the loan's share of the price as well as yours.
To turn a whole-offering estimate into your figure, divide your equity by the total equity the offering is raising and multiply each estimate by that share. To turn a rate into your figure, apply it to your share of whatever base the memorandum names. The estimated use of proceeds table, usually near the front, gives a second check: the line for the amount available for investment, divided by gross offering proceeds, is the share of your money that reaches the property.
The disclosure exists because of the securities rules the offering relies on. Most DST interests are sold under Rule 506 of Regulation D. Rule 506(b) requires the issuer to give any non-accredited purchaser disclosure comparable to a registered offering and to make the same information available to accredited purchasers; Rule 506(c) lets the sponsor advertise but only to purchasers whose accredited status it has verified. The SEC's investor bulletin on private placements tells investors to ask how the issuer will use the money and what their investment professional is paid for the transaction. FINRA Rule 2310, which governs direct participation programs, requires a member firm to have reasonable grounds to believe that the offering document adequately discloses all items of compensation before the firm participates, and it presumes organisation and offering expenses unfair above fixed limits for public programs. Those limits do not bind a private DST, which is why the table in your memorandum, not a rule, is the only cap.
Fees are one cost among several. A DST interest cannot be sold on demand, the loan and the master lease carry their own risks, and you can lose the equity you invest. The risk factors section covers those, and the reading-order worksheet shows where it sits. Run this sheet with your own memorandum and let your CPA check the bases before you subscribe.
Questions about this worksheet
Why does a fee quoted on the purchase price cost more than the same rate on my equity?
Because the purchase price includes the loan. In a trust that borrows half the price, your $500,000 of equity carries $1,000,000 of price, so a fee on price is charged on twice the base a fee on equity would use. Always copy the basis next to the rate.
Are the selling commissions taken out of my $500,000 or added on top?
Out of it. You buy interests at the offering price and the commissions, dealer-manager fee and offering costs are paid from the proceeds before the trust pays for the property. How a commission class and a fee-based class carry that cost differently is on advisor fees and conflicts.
Where does the memorandum say what my own representative is paid?
In the plan of distribution and the compensation table, as the selling commission and any portion of the dealer-manager fee reallowed to the selling firm. The SEC's private placement bulletin tells you to ask the person recommending the investment what they receive for the transaction; the table is the answer in writing.
Does a lower load make an offering the better one?
No. The load is the cost of entry; the property, the lease, the loan and the sponsor decide what happens after it. A cheap interest in a weak trust is still a weak trust. Put the load in one row of the comparison sheet and read it with the other ten.
Can I check the memorandum's commission figure against a public filing?
Partly. The trust's Form D on EDGAR reports the whole offering's sales commissions and finders' fees, and a separate item covers proceeds paid to the sponsor's people, which sponsors fill in inconsistently. What the filing shows and misses is on reading a DST PPM and Form D.
Does the sheet work for a cash purchase rather than an exchange?
Yes. Replace $500,000 with your amount in Part C and the arithmetic is the same. Cash purchasers are sometimes offered a different class of interest with its own compensation line, so check which class your subscription names; see DST share classes.
Sources
Figures checked on October 8, 2026. Rates and thresholds change each year; this page is general information, not tax or legal advice.
- SEC, Private placements, Rule 506(b) (disclosure to purchasers, Form D)
- SEC, General solicitation, Rule 506(c)
- 17 CFR 230.506, Exemption for limited offers and sales without regard to dollar amount of offering
- SEC Office of Investor Education and Advocacy, Private Placements under Regulation D, Updated Investor Bulletin
- FINRA Rule 2310, Direct Participation Programs
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