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Textbook
Introduction
1. Common stock
2. Preferred stock
3. Bond fundamentals
4. Corporate debt
5. Municipal debt
6. US government debt
7. Investment companies
8. Alternative pooled investments
8.1 REITs
8.2 Hedge funds
8.3 Direct participation programs
8.4 Business development companies (BDCs)
9. Options
10. Taxes
11. The primary market
12. The secondary market
13. Brokerage accounts
14. Retirement & education plans
15. Rules & ethics
16. Suitability
Wrapping up
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8.1 REITs
Achievable Series 7
8. Alternative pooled investments

REITs

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Introduction

A pooled investment is an investment where many investors combine their money to pursue a shared objective. The products discussed in the investment companies chapter are pooled investments. The investments in this chapter fall outside the legal definition of an investment company, but they often work in similar ways.

Specifically, you’ll cover the following in this unit:

  • Real estate investment trusts (REITs)
  • Hedge funds
  • Direct participation programs (DPPs)
  • Business development companies (BDCs)

Alternative pooled investments can provide returns from non-traditional sources. REITs offer real estate exposure without the practical challenges of owning property directly. Hedge funds may provide access to specialized strategies managed by professional investment managers. DPPs let investors participate more directly in the gains and losses of specific ventures. BDCs provide access to investments in smaller businesses.

You’ll learn more about each investment throughout this unit. We’ll start with REITs.

Real estate investment trusts (REITs)

Real estate investment trusts (REITs) are similar to mutual funds in that they pool investor money, but they invest specifically in real estate (and they are not technically mutual funds). REITs are typically structured as trusts*, and a typical REIT portfolio holds commercial properties, commercial mortgages, or both. Most REIT shares are sold by the issuer in an initial public offering (IPO) and then trade in the secondary market. Some REITs, however, are never publicly offered (discussed further below).

*A trust is a specific type of account created to hold and manage assets for a beneficiary. REITs hold and manage assets for their investors (the beneficiaries of the REIT). We’ll learn more about trusts later in the Achievable materials.

Equity REITs

Equity REITs invest directly in real estate properties. They typically focus on commercial real estate. Common holdings include strip malls, condominiums, and office buildings.

Equity REITs generally earn returns in two ways:

  • Lease income: If a REIT owns dozens or hundreds of properties, it can generate significant income by renting space and collecting lease payments.
  • Property appreciation: If property values rise, the REIT’s value may rise as well. These gains can remain unrealized (the property isn’t sold), or the REIT can sell properties to realize capital appreciation (buy low, sell high) for investors.

Mortgage REITs

Mortgage REITs buy and offer mortgages on commercial properties. Rather than owning properties directly, mortgage REITs seek income from the mortgages they own or originate. When a REIT purchases or offers a mortgage, the property owners make monthly mortgage payments to the REIT. In that sense, mortgage REITs function similarly to a bank for many corporations.

Hybrid REITs

Hybrid REITs invest in a combination of real estate properties and mortgages. Investors may receive returns through capital appreciation, plus income from leases and mortgage payments.

Utilizing REITs as a hedge

REITs can be a straightforward way to invest in real estate and diversify a portfolio. Unlike direct real estate transactions (which often involve brokers, inspections, and negotiations), most REITs can be bought and sold in the secondary market like stocks.

With the exception of the Great Recession from 2007-2009, real estate has typically acted as a hedge against market downturns. When stock market values fall, real estate often holds value better and can help offset losses elsewhere in a portfolio.

Definitions
Hedge
Something used to minimize risk or protect

How REITs are traded and regulated

There are three general types of REITs available to investors:

  • Public listed REITs
  • Public non-listed REITs
  • Private REITs (unregistered, non-listed)

Two types of REITs are non-listed (public non-listed REITs and private non-listed REITs). This means they are not listed on national exchanges (like the NYSE).

Public non-listed REITs still trade in the secondary market, but they may involve more liquidity risk than listed REITs. When a security doesn’t trade on an exchange, it trades in the over the counter (OTC) markets. OTC markets are generally less active than exchanges, which can increase liquidity risk.

Pricing works differently for these REITs, too. A listed REIT’s share price updates continuously as it trades on an exchange, but a non-listed REIT’s value isn’t set by continuous market trading. Instead, the REIT (or an independent valuation firm) periodically calculates a net asset value (NAV), or estimated value, per share. There’s no single required schedule for these updates - the frequency depends on the REIT’s structure and valuation model. Some non-listed REITs recalculate NAV monthly or quarterly, while others (particularly lifecycle-style public non-listed REITs) may update their estimated per-share value on a different, less frequent schedule. The key point to remember is that valuation frequency varies by REIT rather than following one universal rule.

Private REITs are offered only to select investors and are therefore exempt from Securities and Exchange Commission (SEC) registration. Securities can be exempt from many regulations and government oversight (primarily SEC oversight) when they aren’t offered publicly. If you remember Regulation D (the private placement rule) from the SIE exam, this is a common way to sell securities to a limited group of wealthy individuals and institutions without registration (which can be costly and time-consuming). Private REITs are often purchased through private placements.

Because private REITs aren’t publicly available, it can be difficult for investors to sell them. Investors generally can’t liquidate private REITs in public markets. Instead, sales typically occur through private transactions between willing participants (often sophisticated investors or institutions).

Subchapter M & REITs

Like mutual funds, REITs are subject to Subchapter M, also called the conduit rule. If a REIT distributes at least 90% of its net investment income to investors, the REIT can avoid paying taxes on that income (investors pay the taxes instead). To qualify, REITs must also meet asset and income tests: at least 75% of assets must be invested in real estate, and at least 75% of income must come from real estate investments.

REITs are often used by investors who want diversification and exposure to real estate. As discussed, real estate has typically acted as a hedge against stock market declines. For investors who want real estate exposure without the operational challenges of owning property directly, REITs can be a practical alternative.

That said, REITs still carry real estate market risk, which can lead to significant losses (for example, the collapse of the real estate market in 2008).

Unlisted and private REITs generally involve greater liquidity risk. Investors who may need quick access to their funds typically shouldn’t invest in these REIT types. These investments are generally appropriate only for wealthy (sophisticated) retail investors or institutional investors who can tolerate the liquidity constraints.

Introduction

  • Pooled investment: many investors combine money for shared objective
  • Chapter covers REITs, hedge funds, DPPs, BDCs
  • Fall outside legal definition of investment company but work similarly
  • Provide access to non-traditional return sources (real estate, specialized strategies, direct venture participation, small business exposure)

Real estate investment trusts (REITs)

  • Pool investor money like mutual funds, but invest specifically in real estate
  • Structured as trusts (hold/manage assets for beneficiary investors)
  • Portfolio typically includes commercial properties, commercial mortgages, or both
  • Usually sold via IPO, then trade in secondary market (some never publicly offered)

Equity REITs

  • Invest directly in real estate properties (commercial focus: malls, condos, office buildings)
  • Earn returns via:
    • Lease income
    • Property appreciation (realized or unrealized)

Mortgage REITs

  • Buy/originate mortgages on commercial properties instead of owning property
  • Earn income from mortgage payments
  • Function similar to a bank for corporations

Hybrid REITs

  • Combine real estate properties and mortgages
  • Returns from capital appreciation, lease income, and mortgage payments

Utilizing REITs as a hedge

  • Easier liquidity than direct real estate (trade like stocks in secondary market)
  • Hedge: something used to minimize risk or protect
  • Real estate typically hedges against stock market downturns (exception: 2007-2009 Great Recession)

How REITs are traded and regulated

  • Three types: public listed, public non-listed, private (unregistered, non-listed)
  • Listed REITs trade on exchanges; non-listed trade OTC (higher liquidity risk)
  • Listed REIT price updates continuously; non-listed REITs use periodic NAV (frequency varies, no fixed schedule)
  • Private REITs sold to select investors, exempt from SEC registration (often via Regulation D private placements)
  • Private REITs hard to sell; liquidated via private transactions, not public markets

Subchapter M & REITs

  • Also called conduit rule
  • Must distribute ≥90% of net investment income to avoid entity-level taxes (investors taxed instead)
  • Qualification tests: ≥75% of assets in real estate; ≥75% of income from real estate
  • REITs offer diversification/real estate exposure without direct ownership hassles
  • Still carry real estate market risk (e.g., 2008 collapse)
  • Unlisted/private REITs = higher liquidity risk; suitable mainly for sophisticated/institutional investors, not those needing quick access to funds

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REITs

Introduction

A pooled investment is an investment where many investors combine their money to pursue a shared objective. The products discussed in the investment companies chapter are pooled investments. The investments in this chapter fall outside the legal definition of an investment company, but they often work in similar ways.

Specifically, you’ll cover the following in this unit:

  • Real estate investment trusts (REITs)
  • Hedge funds
  • Direct participation programs (DPPs)
  • Business development companies (BDCs)

Alternative pooled investments can provide returns from non-traditional sources. REITs offer real estate exposure without the practical challenges of owning property directly. Hedge funds may provide access to specialized strategies managed by professional investment managers. DPPs let investors participate more directly in the gains and losses of specific ventures. BDCs provide access to investments in smaller businesses.

You’ll learn more about each investment throughout this unit. We’ll start with REITs.

Real estate investment trusts (REITs)

Real estate investment trusts (REITs) are similar to mutual funds in that they pool investor money, but they invest specifically in real estate (and they are not technically mutual funds). REITs are typically structured as trusts*, and a typical REIT portfolio holds commercial properties, commercial mortgages, or both. Most REIT shares are sold by the issuer in an initial public offering (IPO) and then trade in the secondary market. Some REITs, however, are never publicly offered (discussed further below).

*A trust is a specific type of account created to hold and manage assets for a beneficiary. REITs hold and manage assets for their investors (the beneficiaries of the REIT). We’ll learn more about trusts later in the Achievable materials.

Equity REITs

Equity REITs invest directly in real estate properties. They typically focus on commercial real estate. Common holdings include strip malls, condominiums, and office buildings.

Equity REITs generally earn returns in two ways:

  • Lease income: If a REIT owns dozens or hundreds of properties, it can generate significant income by renting space and collecting lease payments.
  • Property appreciation: If property values rise, the REIT’s value may rise as well. These gains can remain unrealized (the property isn’t sold), or the REIT can sell properties to realize capital appreciation (buy low, sell high) for investors.

Mortgage REITs

Mortgage REITs buy and offer mortgages on commercial properties. Rather than owning properties directly, mortgage REITs seek income from the mortgages they own or originate. When a REIT purchases or offers a mortgage, the property owners make monthly mortgage payments to the REIT. In that sense, mortgage REITs function similarly to a bank for many corporations.

Hybrid REITs

Hybrid REITs invest in a combination of real estate properties and mortgages. Investors may receive returns through capital appreciation, plus income from leases and mortgage payments.

Utilizing REITs as a hedge

REITs can be a straightforward way to invest in real estate and diversify a portfolio. Unlike direct real estate transactions (which often involve brokers, inspections, and negotiations), most REITs can be bought and sold in the secondary market like stocks.

With the exception of the Great Recession from 2007-2009, real estate has typically acted as a hedge against market downturns. When stock market values fall, real estate often holds value better and can help offset losses elsewhere in a portfolio.

Definitions
Hedge
Something used to minimize risk or protect

How REITs are traded and regulated

There are three general types of REITs available to investors:

  • Public listed REITs
  • Public non-listed REITs
  • Private REITs (unregistered, non-listed)

Two types of REITs are non-listed (public non-listed REITs and private non-listed REITs). This means they are not listed on national exchanges (like the NYSE).

Public non-listed REITs still trade in the secondary market, but they may involve more liquidity risk than listed REITs. When a security doesn’t trade on an exchange, it trades in the over the counter (OTC) markets. OTC markets are generally less active than exchanges, which can increase liquidity risk.

Pricing works differently for these REITs, too. A listed REIT’s share price updates continuously as it trades on an exchange, but a non-listed REIT’s value isn’t set by continuous market trading. Instead, the REIT (or an independent valuation firm) periodically calculates a net asset value (NAV), or estimated value, per share. There’s no single required schedule for these updates - the frequency depends on the REIT’s structure and valuation model. Some non-listed REITs recalculate NAV monthly or quarterly, while others (particularly lifecycle-style public non-listed REITs) may update their estimated per-share value on a different, less frequent schedule. The key point to remember is that valuation frequency varies by REIT rather than following one universal rule.

Private REITs are offered only to select investors and are therefore exempt from Securities and Exchange Commission (SEC) registration. Securities can be exempt from many regulations and government oversight (primarily SEC oversight) when they aren’t offered publicly. If you remember Regulation D (the private placement rule) from the SIE exam, this is a common way to sell securities to a limited group of wealthy individuals and institutions without registration (which can be costly and time-consuming). Private REITs are often purchased through private placements.

Because private REITs aren’t publicly available, it can be difficult for investors to sell them. Investors generally can’t liquidate private REITs in public markets. Instead, sales typically occur through private transactions between willing participants (often sophisticated investors or institutions).

Subchapter M & REITs

Like mutual funds, REITs are subject to Subchapter M, also called the conduit rule. If a REIT distributes at least 90% of its net investment income to investors, the REIT can avoid paying taxes on that income (investors pay the taxes instead). To qualify, REITs must also meet asset and income tests: at least 75% of assets must be invested in real estate, and at least 75% of income must come from real estate investments.

REITs are often used by investors who want diversification and exposure to real estate. As discussed, real estate has typically acted as a hedge against stock market declines. For investors who want real estate exposure without the operational challenges of owning property directly, REITs can be a practical alternative.

That said, REITs still carry real estate market risk, which can lead to significant losses (for example, the collapse of the real estate market in 2008).

Unlisted and private REITs generally involve greater liquidity risk. Investors who may need quick access to their funds typically shouldn’t invest in these REIT types. These investments are generally appropriate only for wealthy (sophisticated) retail investors or institutional investors who can tolerate the liquidity constraints.

Key points

Introduction

  • Pooled investment: many investors combine money for shared objective
  • Chapter covers REITs, hedge funds, DPPs, BDCs
  • Fall outside legal definition of investment company but work similarly
  • Provide access to non-traditional return sources (real estate, specialized strategies, direct venture participation, small business exposure)

Real estate investment trusts (REITs)

  • Pool investor money like mutual funds, but invest specifically in real estate
  • Structured as trusts (hold/manage assets for beneficiary investors)
  • Portfolio typically includes commercial properties, commercial mortgages, or both
  • Usually sold via IPO, then trade in secondary market (some never publicly offered)

Equity REITs

  • Invest directly in real estate properties (commercial focus: malls, condos, office buildings)
  • Earn returns via:
    • Lease income
    • Property appreciation (realized or unrealized)

Mortgage REITs

  • Buy/originate mortgages on commercial properties instead of owning property
  • Earn income from mortgage payments
  • Function similar to a bank for corporations

Hybrid REITs

  • Combine real estate properties and mortgages
  • Returns from capital appreciation, lease income, and mortgage payments

Utilizing REITs as a hedge

  • Easier liquidity than direct real estate (trade like stocks in secondary market)
  • Hedge: something used to minimize risk or protect
  • Real estate typically hedges against stock market downturns (exception: 2007-2009 Great Recession)

How REITs are traded and regulated

  • Three types: public listed, public non-listed, private (unregistered, non-listed)
  • Listed REITs trade on exchanges; non-listed trade OTC (higher liquidity risk)
  • Listed REIT price updates continuously; non-listed REITs use periodic NAV (frequency varies, no fixed schedule)
  • Private REITs sold to select investors, exempt from SEC registration (often via Regulation D private placements)
  • Private REITs hard to sell; liquidated via private transactions, not public markets

Subchapter M & REITs

  • Also called conduit rule
  • Must distribute ≥90% of net investment income to avoid entity-level taxes (investors taxed instead)
  • Qualification tests: ≥75% of assets in real estate; ≥75% of income from real estate
  • REITs offer diversification/real estate exposure without direct ownership hassles
  • Still carry real estate market risk (e.g., 2008 collapse)
  • Unlisted/private REITs = higher liquidity risk; suitable mainly for sophisticated/institutional investors, not those needing quick access to funds

More from Alternative pooled investments

  • Hedge funds
  • Business development companies (BDCs)