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Non-Traded REITs: What You Need to Know

Bringing a Product to Market; Securities Law Issues; Regulatory Trends

Recording of a 90-minute premium CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, June 13, 2019

Recorded event now available

or call 1-800-926-7926

This CLE course will introduce real estate fund counsel to the legal issues faced in structuring and operating a non-traded REIT (NTR). The panel will cover the corporate and securities laws, the unique business aspects and the commercial and regulatory trends that NTR counsel need to know.


NTRs – real estate investment vehicles without the price volatility of publicly traded REITs – have existed for decades. There has been a recent resurgence in NTRs, in part because the industry has evolved with new product structures and new FINRA regulations that have added transparency. This webinar introduces real estate fund counsel to the issues and opportunities peculiar to NTRs.

In structuring an NTR, counsel should understand its investment goals and exit strategy. NAV REITs are intended as an open-ended perpetual life vehicle, while lifecycle REITs build a portfolio of assets with closed end mandate. Critical terms - including share classes, fees and promote, share repurchase provisions, NAV policies, targeted investments and leverage and allocation policies - must also be considered.

NTRs offer substantially similar tax advantages as, but must comply with more federal and state securities laws than, publicly traded REITs. Special considerations include post-effective federal securities law compliance, the NASAA REIT Guidelines, SEC Guide 5 and the tender offer rules.

Listen as our authoritative panel examines these and other matters to consider in structuring an NTR.



  1. Introduction to NTRs - contrasts with publicly traded REITs
  2. Designing the product
    1. Share classes
    2. Fees and promote
    3. Share repurchase program
    4. Terms of escrow
    5. NAV policies and procedures
    6. Targeted investments
    7. Leverage
    8. Allocation policies
  3. Securities compliance
  4. Regulatory trends


The panel will review these and other key issues:

  • Why are real estate sponsors so interested in this product?
  • How have recent regulatory initiatives impacted the industry?
  • Why is the legal regime so convoluted?
  • What key economic terms should be addressed?


Hudson, Evan
Evan Hudson

Stroock & Stroock & Lavan

Mr. Hudson counsels clients on the formation and structuring of publicly traded, non-traded and private REITs, private...  |  Read More

Jafarnia, Kamal
Kamal Jafarnia

Chief Compliance Officer and General Counsel

Mr. Jafarnia brings more than 25 years of experience as an attorney and compliance professional to his role with...  |  Read More

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