Tool & guide

Delaware Statutory Trust Fees: Marketing-to-PPM Fee Reconciler

By Sequoia ResearchPublished Read as Markdown

Marketing-to-PPM Fee Reconciler

Users record each fee statement in a marketing document beside its corresponding PPM language and page reference. The output flags missing matches, differing bases, and amounts requiring clarification rather than automatically declaring a disclosure violation.

For an export, select Download in the tool, then Save file when it appears below. Your entries stay in your browser.

What Is This Article About?

This guide explains a tool for comparing fee statements in DST marketing materials with the related private placement memorandum, or PPM. You enter the wording, source references, amounts, fee bases, and timing for each pair. The tool highlights gaps and differences that need a closer look. It can compare suitable entered numbers, but it does not decide which document controls or whether a disclosure violates a rule.

Table of Contents

What the Fee Reconciler Does

The reconciler places two human-entered fee records beside each other. One represents marketing material, such as an overview or presentation. The other represents the PPM or a relevant supplement. Each row concerns one fee question for the same offering and investor class.

The output reports missing evidence, differences in the entered terms, and eligible numeric differences. It also preserves the source details behind those results. This helps you ask a specific follow-up question instead of relying on memory of a presentation.

The tool does not open files, search a PPM, or decide whether two clauses mean the same thing. You perform that work. Matching text and values may still omit an important definition, exception, or cross-reference. A row without listed flags is therefore a limited form result, not a clean bill of health.

The SEC directs investors to account and product disclosures when reviewing fees, including private placement memoranda. It also encourages questions about costs that may not appear as separate line items. This tool organizes that reading task. SEC fee bulletin, July 23, 2025.

Choose the Offering and Document Versions

Start with the exact offering identity and investor class. A familiar sponsor name is not enough. Related programs may have different terms, and classes within one program can differ. Put the relevant distinction in the identity field so it travels with the export.

Choose a review cutoff. The tool accepts dates from 1900 through 2100. Each source date should describe the document version you used. A document dated after the cutoff receives a flag and cannot support a numeric comparison under that cutoff.

That date check is narrow. It does not establish when you received the file, whether a later amendment exists, or which version applies to your investment. Record those issues in the review note. An undated document can remain in the file with its date blank, but the evidence gap blocks numeric comparison.

Keep both the title and the version in the source field. “Overview, September revision” is easier to trace than “website.” Use a printed page, PDF page, section, or slide reference that another reader can locate. Distinguish printed and screen page numbers when they differ.

Build One Row for Each Fee Question

The file can contain one through twenty rows. Give each a clear fee name, such as acquisition fee or annual asset management fee. Avoid a single row called all fees. A broad row can hide separate payees, bases, schedules, and conditions.

For each side, choose one of three evidence states: statement located, counterpart not located, or not yet reviewed. These states describe your work. Counterpart not located means that your search did not find the passage in the material reviewed. It does not establish that no disclosure exists elsewhere.

Enter the relevant wording or a close summary. If you summarize, keep the terms that affect the amount. Record the document title, reference, and date. A located statement with any of these fields missing gets an evidence flag. The output still retains the row so you can finish the research later.

Use separate rows when two charges have similar names but different purposes. You can explain a possible connection in the review note. Do not join them merely to make every marketing line appear to have a PPM match.

Record the Fee Base and Payment Timing

A percentage requires a base. A 2% fee on property price differs from a 2% fee on gross offering proceeds when those amounts differ. The base field should identify both the denominator and ownership scope. For a fixed dollar fee, state whether it covers the whole trust, one property, or an investor's account.

Enter timing in its own field. Examples include at acquisition, each full calendar year, or on a sale. Annual and one-time charges are not directly comparable merely because the dollar amounts match. Conditions may also affect when payment is due.

The tool compares these fields as text. It removes extra spacing at the ends and reduces repeated internal whitespace to one space. It keeps capitalization and punctuation. Two different phrases can trigger a flag even when a person might conclude that they mean the same thing.

That is intentional. The output invites a document check. It does not silently turn “offering equity” and “gross proceeds” into the same base. If you use a common label after checking the definitions, preserve the original wording in the statement fields and explain the choice in your note.

Preserve Caps, Estimates, and Conditions

Choose an amount qualifier for each side: stated amount or rate, maximum, estimate, formula, or unknown. A maximum described as “up to” is not proof that the full amount will be charged. An estimate can change. A formula can depend on values that are not yet known.

The numeric comparison requires the same qualifier on both sides. A stated amount cannot be subtracted from a maximum and presented as a matching fee comparison here. Formula entries always require separate work, so this tool withholds their numeric comparison even if you enter a number.

Do not strip a waiver, offset, threshold, or condition out of the statement to make the row look consistent. These details can change the result more than the headline percentage. Use the note to identify another section that needs to be read.

An unknown value should remain unknown. Select the unknown numeric type and leave its value blank. Enter zero only when the source supports a zero for the exact scope being reviewed. No separate fee line is not the same evidence as an express zero charge.

Understand When Numbers Can Be Compared

A numeric result needs both statements to be located, with complete wording, source, page, and date fields. Both dates must be on or before the cutoff. The numeric types, normalized bases, timing, and allowed qualifiers must match. Finally, you must check the box confirming that you reviewed the same fee and its context.

This confirmation is your judgment. The program cannot verify it. Wording may still differ, so a wording flag can remain even when a numeric comparison is allowed. Review that flag rather than treating the checkbox as a way to dismiss it.

The difference is always PPM minus marketing. For dollars, $24,000 minus $20,000 produces $4,000. For rates, 2.50% minus 2.00% produces 0.50 percentage points. The second result is not a dollar cost or a 0.50% relative increase.

Numbers accept up to two decimal places. Dollar entries range from zero to $1 billion; percentages range from zero to 100. The tool uses exact hundredths for subtraction. It does not convert rates into dollars, apply a holding period, or multiply by your investment share.

Work Through the Fictional Example

The example button loads three invented fee pairs for Willow DST. These are teaching entries, not quotations or actual terms from an offering. Loading them replaces the current file only after an on-page confirmation. Cancel keeps the existing entries and results.

The acquisition row shows a marketing maximum of 1.5% of property purchase price. Its PPM side shows a maximum of 3% of gross offering proceeds. The bases differ. The tool flags that difference and withholds subtraction. The higher percentage alone does not establish a higher dollar charge because the denominators differ.

The annual asset management row shows fixed amounts of $20,000 and $24,000. Both use the whole trust, the same annual timing, and the stated-amount qualifier. The example marks the context as checked. The result is $4,000, labeled PPM minus marketing. The differing wording and amounts remain follow-up flags.

The disposition row has a located PPM statement but no located marketing counterpart. It gets a research-gap flag and no numeric difference. The result does not say the marketing document unlawfully omitted a fee.

Across the three rows, all have follow-up flags. One supports a numeric comparison, and that pair has unequal values. These counts describe the example's unfinished questions. They are not a fee score, an investment ranking, or evidence about a real sponsor.

Read the Flags Without Turning Them Into Verdicts

Several flags can apply to one row. A source reference may be missing while the entered bases also differ. Resolving one issue does not resolve the other. Read each flag as a question about a particular part of the record.

Different wording is common when a summary condenses a longer clause. It can be harmless, material, or unclear without more context. The tool has no way to choose among those conclusions. It compares the strings you entered, including case and punctuation after whitespace cleanup.

An equal numeric result has similar limits. Two entries of 2% can match while their definitions outside the quoted passage differ. The checkbox and matching fields reduce obvious mismatches; they do not replace the full documents.

FINRA's private-placement guidance tells member firms to investigate material representations and critically analyze third-party reports. That duty is specific to firms and recommendations within the guidance's scope. The practical lesson for a reader is to trace a claim to the evidence supporting it. This tool does not complete a firm's regulatory review. FINRA Notice 23-08, May 9, 2023.

Find Fees That the First Document Did Not Mention

Begin from both directions. Trace marketing statements into the PPM, then read the PPM's cost sections for items absent from your initial list. A tool that starts only with a short overview cannot tell you whether every relevant charge has been considered.

Look beyond a single fee table. A charge may appear in acquisition terms, loan provisions, a management agreement, a sale section, or a referenced schedule. Record the location you actually reviewed. If the document points elsewhere and you lack that record, keep the question open.

Separate cash reserves from spent fees. Also separate product costs from account charges outside the offering. The reconciler has no accounting classifier, so it cannot correct a reserve entered as a fee. The reader must preserve the item's actual role.

Private offerings can provide less information than registered investments. Missing public material may limit a review, but it does not justify filling the gap with an assumed zero. Record what is missing and request the relevant source. SEC private-placement bulletin, updated September 21, 2026.

Ask a Question That Can Be Answered From the Documents

Use the row to form a bounded question. Identify the offering, both document versions, page references, and the terms that differ. Ask which provision applies to the stated class and transaction. Include any relevant cap or offset in the question.

For the fictional annual fee, ask why the overview lists $20,000 while the PPM lists $24,000 for the same stated period and scope. Do not assume that the difference is an extra charge payable by each investor. The answer may require another document or a correction.

Keep the answer with the source that supports it. A verbal assurance may help identify the issue, but a dated written explanation and the relevant provision are easier to check later. If the answer changes the comparison, export a new record and retain the earlier one outside this tool.

The useful endpoint is a documented understanding of each question. A cleared form alone is not that endpoint. Someone still needs to judge whether the evidence is complete and whether professional review is needed for a contract or tax issue.

Save a Useful Research Record

After comparing the entries, export the current result as JSON. The file includes every row, both sets of evidence fields, flags, numeric results, cutoff, note, and the tool's limits. It also records the export time. This helps preserve what the comparison contained at that point.

Changing any input clears the displayed result and disables export until you compare again. Adding or removing a row does the same. This keeps a changed form from being presented as though an old result still describes it.

Removing a row, clearing the file, or loading the example requires an on-page confirmation. Cancel preserves the existing file. Editing while a confirmation is pending cancels that pending action. No email or other message is sent by any control.

The tool stores nothing for a later visit and cannot import an old export. Closing or refreshing the page can lose unsaved entries. Keep the actual documents and exported record in your own research file. A text source field is a reference, not an uploaded or verified copy.

Know What This Tool Leaves Out

The reconciler does not calculate all-in DST costs, projected returns, tax effects, or an investor's personal fee amount. It does not add row differences together. Charges can overlap, use different bases, or occur at different times, so such a total could mislead.

It also cannot determine whether a PPM is complete, whether a supplement supersedes it, or whether a professional made a proper recommendation. A discrepancy can lead to those questions, but answering them requires evidence and analysis beyond matching fields.

Use the output as a working list of precise research tasks. Resolve the source and meaning of a charge before modeling its financial effect. Then use a separate cash-flow calculation with the correct amount, timing, ownership scope, and treatment of any offset.

Frequently Asked Questions

Does a Flag Mean a DST Fee Was Hidden?

No. A flag identifies a gap or difference in the entries. A missing counterpart can reflect limited documents or an unfinished search. Read the complete terms and seek clarification before making a conclusion about disclosure.

Why Does the Tool Refuse to Subtract Some Percentages?

Different bases, timing, qualifiers, source gaps, or missing confirmation can block comparison. A rate on property price cannot be treated as the same measure as a rate on offering proceeds. The tool does not invent a conversion base.

Can a Maximum Fee Be Compared With Another Maximum?

Yes, if the remaining evidence and context requirements are satisfied. The result compares entered ceilings. It does not predict the amount charged or show that either maximum will be paid. Preserve the conditions behind each ceiling.

What Should I Enter for an Undated PPM or Overview?

Leave the date blank and note the issue. A located statement can remain in the file, but its missing source date blocks numeric comparison. Obtain a dated version or written clarification; do not substitute today's date for the document date.

Does Identical Wording Prove the Documents Agree?

No. Identical excerpts may rely on different definitions or omit other provisions. The tool only compares entered wording after basic whitespace cleanup. It does not interpret legal meaning, check cross-references, or establish which terms control.

Will My Entries Be Saved Automatically?

No. Export the current comparison before closing the page. The tool has no browser storage, account, import, or recovery feature. Keep the export with the source documents and preserve older versions when the research changes.

About Sequoia Research

Sequoia Research, LLC provides independent research on DSTs and other real estate investment offerings. This educational library helps readers examine source documents, compare assumptions, and understand the limits of research conclusions.

Sources

Sources accessed October 16, 2026. Tool examples and fee statements are fictional. The reconciler performs the limited comparisons described above; it does not independently verify source contents.