JLL Property Finance Trust Form 10: Fees and Exit Terms vs 5 Peers
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Quick Answer
JLL Property Finance Trust (SEC CIK 2150214) is a perpetual-life REIT that will lend against commercial property for investors who are accredited, and as of its Form 10 amendment filed October 28, 2026 it has no NAV, no distribution and no investments. Its whole balance sheet is $1,000 of cash, from LaSalle Investment Management buying 40 shares on September 9, 2026, and LaSalle “was our only shareholder.” What exists is the price list. The adviser, LaSalle, charges 1.25% of NAV a year on Classes S, D and I, plus 12.5% of Core Earnings above a 5.0% annual hurdle with no clawback, and either can be paid in Class E shares. Class S carries up to 3.0% upfront and 0.85% a year more. Investors may ask to sell up to 5% of NAV a quarter, at 95% of the price in the first year, and the trust may redeem fewer shares or none. On our arithmetic a Class S buyer pays $5,100 in year one per $100,000 of NAV, before any performance fee. Figures are from the Form 10-12G/A (accession 0001628280-26-067919); nothing here is a return, because there is no track record yet.
Key Takeaways
- This is a registration, not a fund you can price. The audited balance sheet at September 15, 2026 shows $1,000 of cash and total assets of $1,000. The trust says that “As of October 28, 2026, we have neither acquired nor entered into any arrangements to acquire any investments.” The first price is deemed $25.00 a share until the month of its first investment ends.
- The fee stack is the standard top-tier one, with no discount class. Management 1.25% of NAV on Classes S, D and I, performance 12.5% of Core Earnings over a 5.0% hurdle, servicing 0.85% (Class S) or 0.25% (Class D), upfront up to 3.0% (S) or 1.5% (D). Year one per $100,000 of NAV: $5,100 in Class S, $3,000 in Class D, $1,250 in Class I (our arithmetic). Its peers sell classes at 0.55% to 0.75%; JLL’s Form 10 lists none.
- LaSalle can be paid in shares that skip the exit line. Management fee, performance fee and the reimbursement of advanced costs may be paid, at LaSalle’s election, in Class E shares, which are outside the redemption plan: such redemptions “are not subject to our share redemption program, including the quarterly volume limitation.” FBRED, Starwood Credit REIT and INCREF have the same carve-out.
- Other LaSalle funds get first look at loans up to $75 million. The October 28 amendment turned “certain” accounts into two named by size: one has priority below $25 million until its investment period ends on October 20, 2027, the other, an open-ended fund, between $25 million and $75 million until February 7, 2031. The filing says this “will result in fewer investment opportunities being made available to us.”
- The October 28 amendment moved the control language. The September 16 text said management, policies and operations were “the ultimate responsibility of LaSalle”; the amendment says “our board of trustees.” The board today is one trustee; five are expected at the first closing, two of them designated by LaSalle.
- On exit terms it matches most of the group: a 5% quarterly cap like Starwood Credit REIT, FBRED, Monticello and Principal Credit REIT, not the monthly 2% door INCREF adds. Redemptions start, “if at all,” in the first full calendar quarter after the first closing. A holder below a $2,500 balance can be redeemed by the trust.
CSV · 111 rows
JLL Property Finance Trust Form 10: fees by class, performance fee, exit terms, conflicts and five peer debt REITs, 2026
111 rows from the Form 10-12G of September 16, 2026, the 10-12G/A of October 28, 2026 and the latest 10-Q or 10-K of five peer debt REITs: the $1,000 starting balance sheet, fees by class, the performance-fee formula and worked cases, redemption terms, leverage targets, allocation priority and governance, what changed between the two filings, and the peers' matching terms; one accession number per row.
What exists today, and what does not
The trust filed a Form 10 on September 16, 2026 (accession 0001628280-26-062276) and Amendment No. 1 on October 28, 2026 (accession 0001628280-26-067919). Those are the only two filings on its SEC page as of October 30, 2026. A Form 10 registers the shares under the Exchange Act so the trust can report publicly; it is not a sale of shares, and the filing says it “does not constitute an offer of securities.” The shares will be sold privately, to accredited investors in the United States and to non-U.S. persons abroad, through brokers and advisers.
| Item | What the October 28, 2026 filing says |
|---|---|
| Formed | August 11, 2026, Maryland statutory trust; intends to elect REIT status from the taxable year ending December 31, 2026 |
| Assets | $1,000 of cash at September 15, 2026; no investments acquired or contracted |
| Shareholders | One: LaSalle, 40 common shares bought September 9, 2026 for $1,000 |
| Trustees | One today; five at the first closing, three expected independent and two designated by LaSalle |
| NAV per share | None reported; the initial price is deemed $25.00 until the last day of the month of the first investment |
| Distributions | None declared; monthly distributions expected to start with the first full calendar quarter after substantial operations |
| Auditor | KPMG LLP, opinion dated September 16, 2026 |
| Estimated operating expenses LaSalle will be reimbursed after the first anniversary | About $640,000 |
Source: Form 10-12G/A (accession 0001628280-26-067919), Items 2, 4, 5, 10 and the audited balance sheet and notes.
Two things follow. First, there is no way to compute a yield, a coverage ratio or a leverage multiple for this trust, and anything that does so before its first 10-Q is a target, not a result. Second, the sponsor behind it is large: LaSalle says it managed about $86.8 billion at March 31, 2026, and that its U.S. debt team has closed over $6 billion of first mortgages in 37 states over 20 years, with its closed-end debt funds having originated over 500 loans and about $6.6 billion of volume. Those are LaSalle’s claims about its private funds, not a record of this REIT. For the sponsor’s existing equity REIT, which is a different product, see our JLL Income Property Trust review.
The fee stack, class by class
| Class | Upfront (maximum) | Servicing fee | Management fee | Performance fee | Year one per $100,000 of NAV (our arithmetic) |
|---|---|---|---|---|---|
| Class S | 3.0% of transaction price | 0.85% of NAV a year | 1.25% of NAV a year | 12.5% over 5.0% hurdle | $5,100 |
| Class D | 1.5% | 0.25% of NAV a year | 1.25% | 12.5% over 5.0% hurdle | $3,000 |
| Class I | none | none | 1.25% | 12.5% over 5.0% hurdle | $1,250 |
| Class E | none | none | none | none | $0 (LaSalle, JLL, affiliates and certain employees) |
Source: Form 10-12G/A (accession 0001628280-26-067919), Items 1, 7 and 11. Year-one loads are 3.0 + 0.85 + 1.25 (S), 1.5 + 0.25 + 1.25 (D) and 1.25 (I), before any performance fee; they assume the full upfront maximum, which “may vary at certain participating broker-dealers.”
Class S and Class D buyers stop paying the servicing fee, and their shares convert into Class I, once the upfront and servicing fees paid reach a limit set by their broker-dealer. Class I is open to fee-based and wrap accounts, institutions, certain registered investment advisers and bank trust departments. All three paying classes carry the same 1.25% to LaSalle, so the cheapest way in is the channel, not the class.
Three further cost lines are easy to miss:
- Half of the borrower fees go to LaSalle. The trust expects borrowers to pay origination, extension, modification or exit fees; “50% of which will be paid to LaSalle, or an affiliate thereof, and 50% of which will be retained by us.”
- Advanced costs come back over five years. LaSalle advances organization, offering and some operating expenses until the first anniversary of the first closing, then is repaid in 60 equal monthly installments, in cash or Class E shares.
- Affiliated services do not offset the fee. The trust may hire LaSalle and JLL affiliates for capital markets, valuation, servicing and other work, and those fees do not reduce the management fee.
The performance fee, worked through
LaSalle earns 12.5% of Core Earnings over the previous four calendar quarters, subject to a hurdle of 1.25% a quarter, 5.0% a year, on average adjusted capital. After the hurdle there is a catch-up: all Core Earnings above the hurdle go to LaSalle until earnings reach the hurdle divided by 0.875, 5.714% (our arithmetic), and 12.5% of everything thereafter. The filing adds that “LaSalle will not be obligated to return any portion of the Performance Fee paid due to the subsequent performance of the Company.”
| Core Earnings, four quarters, as % of adjusted capital | Fee to LaSalle as % of adjusted capital | Fee as share of Core Earnings |
|---|---|---|
| 4.0% | 0.00% | 0% |
| 5.0% | 0.00% | 0% |
| 5.5% | 0.50% | 9.1% |
| 5.714% | 0.714% | 12.5% |
| 6.0% | 0.75% | 12.5% |
| 8.0% | 1.00% | 12.5% |
Our arithmetic from the formula in the Form 10-12G/A (accession 0001628280-26-067919), Item 1. Core Earnings are net income to the paying classes under U.S. GAAP with listed adjustments, and the filing lets LaSalle and the independent trustees agree further non-cash adjustments.
On $500,000 of adjusted capital earning 8.0% Core Earnings, that is $5,000 of performance fee a year, on top of a management fee of $6,250 if all of it sits in a paying class (our arithmetic, on NAV equal to capital). The formula pays LaSalle on a four-quarter window with no giveback, so a strong stretch followed by losses leaves the fee paid. Shares received as fees are then outside the exit line, described below.
Next to the five private debt REITs already on this site
Each peer’s own latest filing, not a press summary, supplies the figures below. The peers are described in full on our pages: FBRED and BlackRock Monticello, Starwood Credit REIT, Principal Credit REIT and Invesco INCREF.
| Term | JLL PFT | Starwood Credit | FBRED | Monticello | Principal Credit | INCREF |
|---|---|---|---|---|---|---|
| Management fee, standard classes | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | 1.00% |
| Cheaper class actually sold | none listed | none (Class E is affiliate-only) | G: 0.55%; F: 0.60% | F: 0% to July 1, 2026, then 0.75% | F and A: 0.75% | Class F: no management fee |
| Performance fee | 12.5% of Core Earnings over 5.0%, catch-up | 12.5% over 5.0%, catch-up | 12.5% over 5.0% | 12.5% over 5.0%, 100% catch-up | 12.5% quarterly over SOFR/4 plus 0.25% | 10% of net income (Class F: over 6%) |
| Class S upfront, maximum | 3.0% | 3.5% | 3.0% (G-S) | 3.5% | 3.5% | 3.5% |
| Class S servicing fee | 0.85% | 0.85% | 0.85% (G-S) | 0.85% | 0.85% | 0.85% |
| Year one per $100,000, Class S (our arithmetic) | $5,100 | $5,600 | $4,400 | $5,100 | $5,600 | $5,350 |
| Adviser share of borrower fees | 50% | not checked | 75%, capped at 0.75% of loan | 50%, capped at 0.50% of principal | not checked | 50%, capped at 0.5% of loan |
| Target leverage, filing’s own definition | 60% to 80% of gross asset value | 60% to 75% of gross asset value | no ratio found | about 60% to 80% | 65% to 75% on senior loans | 50% to 65% of collateral value |
Sources: Form 10-12G/A (accession 0001628280-26-067919); Starwood Credit REIT Form 10-Q (0001193125-26-348256) and 10-K (0001193125-26-119699); FBRED Form 10-K (0002035428-26-000015); Monticello Form 10-Q (0001193125-26-339198) and 10-K (0001193125-26-124950); Principal Credit REIT Form 10-Q (0001628280-26-054796) and 10-K (0001628280-26-021465); INCREF Form 10-K (0001976927-26-000018). “Year one” per $100,000 of NAV is upfront plus servicing plus management at the maximum or current rate, our arithmetic. Monticello’s $5,100 is Class F-S, the class sold (Class S has none outstanding; at 1.25% it would be $5,600). Leverage definitions differ by fund and are not directly comparable; “no ratio found” means our search of the FBRED 10-K text found none.
Three readings, each labelled as ours:
- JLL is mid-pack on the Class S load and top-tier on the fee underneath. At $5,100 it is the same as Monticello’s Class F-S now that the 0.75% fee started, and $500 below Starwood and Principal. The difference is that its 1.25% has no cheaper sister class in the Form 10. FBRED’s G classes and the F and A classes at Monticello and Principal carry lower fees. JLL’s filing says that “we and/or LaSalle may enter into agreements or other arrangements” with certain investors on different fee terms, so a large first investor may get a lower rate that other holders will not see.
- The performance fee is the group standard. Starwood Credit REIT, FBRED and Monticello use the same 12.5% over 5.0%. Principal’s hurdle floats with SOFR. INCREF charges less on paper, 1.0% and 10% of net income, with no hurdle stated for its main classes in the passage we read.
- The conflict mix differs more than the fees. FBRED’s adviser takes up to 75% of borrower commitment fees; JLL’s takes 50% with no cap stated in the Form 10. Its first-look rights for two other LaSalle funds, set by dollar size, are covered below.
Getting out: the same door as the others
| Exit term | JLL PFT | Starwood Credit | FBRED | Monticello | Principal Credit | INCREF |
|---|---|---|---|---|---|---|
| Cap on redemptions | 5% of NAV a quarter | 5% a quarter | 5% a quarter | 5% a quarter | 5% a quarter | 2% a month and 5% a quarter |
| Price in first year | 95% of transaction price | 95% | 95% | 95% | 95% | 95% |
| Waiver of the 5% deduction | Death, qualifying disability, divorce, limited others | Key-person event | Death, disability, minimum balance, model portfolios | Death, qualified disability, divorce | not checked | not checked |
| Board may redeem fewer or none | Yes | Yes | Yes | Yes | Yes | Yes |
| Fee shares outside the cap | Yes | Yes | Yes | Yes | Anchor shares separate | Yes |
| Minimum balance | $2,500 | not checked | $2,000 | not checked | not checked | $500 |
Sources: as in the previous table. The JLL terms are in Item 1, “Share Redemption Program”, and Item 11 of the Form 10-12G/A.
Redemptions are made after the close of each calendar quarter at the transaction price, which is generally the prior month’s NAV, and requests must arrive by 4:00 p.m. Eastern on the last business day of the quarter. Unfilled requests are pro-rated and “must be resubmitted after the start of the next calendar quarter.” The trust “may fund redemption requests from sources other than cash flow from operations,” including borrowings, and has no limit on that. It expects to begin the program “if at all, in the first full calendar quarter following the Initial Private Wealth Closing,” so there is no redemption in the first quarter in which money is raised.
For what that cap has meant in practice at the funds that already operate it, read our FBRED and Monticello comparison, where one fund reported that not all requests were satisfied in a quarter, and our NAV REIT redemption tracker for the older, larger vehicles.
The conflict that is specific to JLL: who sees the loan first
LaSalle already runs private debt mandates. The Form 10 says “two Other LaSalle Accounts that invest in RE Debt Investments with overlapping investment objectives have a priority” over this trust for loans of certain sizes, and the October 28 amendment names the limits:
| Other LaSalle account | Priority applies to | Capital left | Priority ends |
|---|---|---|---|
| Closed-end account | Loans below $25 million | No unfunded commitments; only proceeds from loan payoffs | Investment period ends October 20, 2027 |
| Open-ended fund | Certain loans between $25 million and $75 million, with exclusions | Open-ended fund; capital not stated | February 7, 2031 |
Source: Form 10-12G/A (accession 0001628280-26-067919), Item 1, “Allocation of Investment Opportunities.” The September 16 filing said only that “certain Other LaSalle Accounts” had a priority.
Our reading: until February 7, 2031, a loan with an initial principal of $75 million or less that fits the open-ended fund’s criteria is offered to that fund first, which leaves the new trust loans above $75 million, loans outside the priority criteria, and what is left over. The filing does not say what size of loan the trust will mainly make, so we cannot tell how much of its pipeline this touches. It does say what LaSalle thinks: that there has been, and will continue to be, “sufficient investment opportunities” for the trust because of the scale of the debt market. The filing also warns that LaSalle or its affiliates “may also give advice to the Other LaSalle Accounts that may differ from advice given to us even though their investment objectives or guidelines may be the same or similar to ours.”
A second conflict is structural. The Form 10 lets the trust use LaSalle and JLL affiliates for services, lets LaSalle take fees in shares that skip the exit line, and says side letters may modify fees and redemption terms for some investors. None of that is unusual in this category. It does mean the first 10-Q, which will list related-party fees and any side arrangements, is the document to read before the first dollar.
What changed between September 16 and October 28
We compared the two filings sentence by sentence. The changes that matter for a holder:
| Topic | September 16, 2026 (10-12G) | October 28, 2026 (10-12G/A) |
|---|---|---|
| Who is ultimately responsible for management, policies and operations | “LaSalle acting pursuant to and in accordance with our Declaration of Trust” | “our board of trustees” |
| Vote needed to change the number of trustees | A majority of the entire board | A two-thirds majority of the entire board |
| Allocation priority of Other LaSalle Accounts | “Certain” accounts, no size or date | Two accounts; $75 million ceiling; priority ends October 20, 2027 and February 7, 2031 |
| Fees, redemption cap, Early Redemption Deduction, share classes | As above | Unchanged |
Sources: Form 10-12G (accession 0001628280-26-062276) and Form 10-12G/A (accession 0001628280-26-067919). Differences identified by our line-by-line comparison of the two documents.
The first change is the one to notice: the amended text puts ultimate responsibility with the board, which today is one trustee. The filing does not say why the wording changed, and an amendment is not an approval.
What a reader can do with this
This is analysis of public documents, not investment, legal or tax advice. If an adviser or broker has put this REIT in front of you, these are the things the filings let you check today and the things they do not.
- Ask for the class and the channel first. Class S costs $5,100 per $100,000 in year one before any performance fee, against $1,250 in Class I; the same trust at the same NAV. Ask whether the offer is a wrap account or a commission account, and whether it is subject to a broker-dealer cap that converts Class S to Class I.
- Do not compare a track record that does not exist. There is no NAV, no distribution and no loan list. The sponsor’s numbers, the 20 years of closed-end funds, are not this trust’s. Wait for the first Form 8-K with a NAV per share and the first 10-Q with loans, debt and related-party fees.
- Ask what loan sizes this trust will hold. The $75 million priority ceiling decides how much of LaSalle’s origination reaches it.
- Treat the 5% cap as the retail door only. Fee shares to LaSalle and anchor or affiliate holders are outside it, as at every peer.
- Size it as an illiquid, leveraged credit position. The trust targets 60% to 80% leverage once it has raised “substantial proceeds,” with definitions that exclude some debt. Compare that with the multiples the peers actually reported, on our Starwood Credit REIT and FBRED and Monticello pages, and with the commercial-credit approach in our Goldman Sachs real estate finance trust page.
FAQ
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Sources: Form 10-12G (accession 0001628280-26-062276) and Form 10-12G/A (0001628280-26-067919) of JLL Property Finance Trust; Starwood Credit Real Estate Income Trust Form 10-Q for June 30, 2026 (0001193125-26-348256) and Form 10-K for 2025 (0001193125-26-119699); Franklin BSP Real Estate Debt Form 10-K for 2025 (0002035428-26-000015); BlackRock Monticello Debt REIT Form 10-Q for June 30, 2026 (0001193125-26-339198) and Form 10-K for 2025 (0001193125-26-124950); Principal Credit Real Estate Income Trust Form 10-Q for June 30, 2026 (0001628280-26-054796) and Form 10-K for 2025 (0001628280-26-021465); Invesco Commercial Real Estate Finance Trust Form 10-K for 2025 (0001976927-26-000018), all read on EDGAR on October 30, 2026. Year-one fee loads, the performance-fee table, the 5.714% catch-up threshold and the comparisons of terms are our arithmetic or reading. This is analysis of public documents, not investment, legal or tax advice.
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