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Inland Residential Properties Trust, Inc. (Residential Properties Trust) is a non-traded Real Estate Investment Trust (REIT) sponsored by affiliates of Oak Brook, Illinois-based The Inland Group.〔http://inland-investments.com/REITs/Inland/〕 The Trust was founded in December 2013 and started selling common stock on February 18, 2015.〔() “Inland Residential Properties Trust, Inc. Initial Public Offering Declared Effective by SEC,” press release by Inland Residential Properties Trust, 2/18/15.〕 Residential Properties Trust will invest in stabilized Class A and B multifamily properties in the top 100 metropolitan statistical areas in the United States.〔() “Inland Residential Properties Trust, Inc. Initial Public Offering Declared Effective by SEC,” press release by Inland Residential Properties Trust, 2/18/15.〕 Residential Properties Trust is a non-traded REIT,〔()“Inland plans to raise $1 billion for apartment company,” Crain’s Chicago Business, 10/6/14.〕 which is a company whose shares are not listed on an exchange.〔http://www.investopedia.com/terms/n/non-traded-reit.asp〕 The shares therefore have limited or no liquidity.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 6.〕 Residential Properties Trust will be managed by external managers〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 63.〕 who charge fees or commissions when the Trust buys,〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 63.〕 holds〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 80.〕 or sells〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 85-86.〕 real estate. External managers for Residential Properties Trust are controlled by affiliates of the Inland Group〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 22.〕 and charge fees paid to Inland affiliates.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 23-34.〕 In this respect, the Trust’s structure shares similarities with the initial setup of its sister vehicle, Inland American Real Estate Trust (now known as InvenTrust Properties Corporation).〔() “Inland American Real Estate Trust is now InvenTrust Properties Corp.,” Chain Store Age, 4/17/15.〕 Inland American shareholders have been charged $1.4 Billion in related-party fees.〔() Inland American Real Estate Trust Forms 10-K and 2014 Q2 10-Q.〕 A March 2015 ''Wall Street Journal'' article described Inland American as a “(zombie REIT )” noting its failure to unwind, the plunge in value of its holdings, and the drastic cut to shareholder distributions.〔() “Property Investors’ Latest Horror: Zombie REITs,” The Wall Street Journal, 3/24/15.〕 All of Residential Properties Trust’s executive officers staff or direct at least one of its external managers,〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 107.〕 and they also split their time acting as directors or staff of other Inland vehicles.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 63, 103-106.〕 In its SEC filings, the company disclosed that Residential Properties Trust’s officers will have conflicts of interest due to the competing demands for the time they spend between different funds, and that these might lead to them violating their fiduciary duties. The SEC filings further acknowledge that the Trust’s external managers will face conflicts of interest because of their compensation arrangements.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 63.〕 Such actions could include purchasing assets that are not in shareholders’ best interests, or negotiating higher purchase prices for assets than they otherwise would if they were not compensated based on the purchase price, among other things.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 63.〕 ==Fund Management== In contrast to most publicly-traded REITs, Residential Properties Trust relies completely on external managers.〔() "Residential Properties Trust: The latest Inland fee generator?"〕 It has no paid staff, and is managed by five executive officers who all staff or direct one or more of the Trust’s fee-based external advisors.〔(Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 22, 63,107 )〕 The external advisors are owned by The Inland Group,〔(Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 22, 111, 112 )〕 and extract fees or commissions when Residential Properties Trust buys, holds or sells real estate. Due to this setup, the fund has inherent conflicts of interest.〔() "Residential Properties Trust: The latest Inland fee generator?"〕 The external advisors are tasked with running the business of the Trust, including: selecting potential real estate investments,〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 7.〕 negotiating contracts, managing properties〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 17.〕 and advising the board of directors on asset acquisitions and sales, among other things.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 114.〕 In return, they will earn fees through schedules laid out in agreements〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 63.〕 with Residential Properties Trust. The contracts were not negotiated at arm’s-length.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 63.〕 For example, Mitchell Sabshon is the CEO, President and a Director of Residential Property Trust. He is also the President and CEO of Residential Property Trust’s business manager〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 21, 105.〕 and a director of the Trust’s dealer manager.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 25.〕 The business manager receives acquisition fees,〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 25.〕 real estate sales commissions,〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 32.〕 and a host of other fees〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 23-34.〕 for its activities. The dealer manager receives commissions and fees on every share investors buy.〔() Inland Residential Properties Trust, Prospectus dated 2/17/15, pg. 23.〕 Residential Properties Trust’s structure is very similar to the initial structure of Inland American.〔() Inland American Real Estate Trust Prospectus (Form 424B3), 8/31/05, pg. 2, 3, 82-83; () Inland Residential Properties Trust, Prospectus dated 2/17/15, pgs. 22, 63, 103, 105, 106.〕 At Inland American, related-party transactions have contributed to litigation and regulatory scrutiny. These include a finding of breach of fiduciary duty by Inland American’s Special Litigation Committee,〔()“SEC drops investigation of Inland American but giant REIT raises new questions over fees,” Investment News, 3/31/15.〕 a subpoena by the Illinois securities division, and problems regarding its securities renewal in California. Inland American withdrew its request for renewal of its California securities registration after regulators repeatedly raised concerns about conflicts of interest and other issues.〔() Jan Lynn Owen (by Danielle A. Stoumbos), Commissioner, California Department of Business Oversight, July 29, 2014 letter to C. Cameron Williams (Attorney for Inland American); () Sun-Yeong Shin (attorney for Inland American) October 16, 2014 letter to Danielle A. Stoumbos (counsel for California Department of Business Oversight)〕 Inland American stockholders have been charged over $1.4 Billion in fees by external managers.〔() Inland American Real Estate Trust Forms 10-K and 2014 Q2 10-Q.〕 Since 2012, Inland American has sold hundreds of assets, resulting in over $4.6 Billion in net proceeds.〔() "Show us the money! Inland American should distribute the $3.8B earned in cash from asset sales"〕 However, the Trust has so far declined to make any special distributions of those proceeds to shareholders.〔() Inland American Real Estate Trust, Inc., SEC Form 8-K, 12/12/12, letter to shareholders; () Inland American Real Estate Trust, Inc., SEC Form 8-K, 1/14/14, letter to shareholders; () Inland American Real Estate Trust, Inc., SEC Form SC TO-I, filed 3/14/14, pg. 3; () Inland American Real Estate Trust, Inc., SEC Form 10-Q, 11/7/14; () Inland American Real Estate Trust, Inc., SEC Form 8-K, 12/12/14, letter to shareholders.〕 Instead, it is planning to use the proceeds to buy and develop more properties.〔() “Property Investors’ Latest Horror: Zombie REITs,” The Wall Street Journal, 3/24/15.〕 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Inland Residential Properties Trust」の詳細全文を読む スポンサード リンク
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