The dealer manager is the broker-dealer responsible for distributing a non-traded offering — recruiting and managing the selling group, coordinating marketing to the advisor channel, and supervising the offering’s sales compliance. In the non-traded REIT and BDC world, it is the role the lead underwriter plays in an IPO, adapted to best-efforts, continuous distribution.
The role and its economics
Typically a sponsor affiliate (most large sponsors run captive dealer manager subsidiaries), the dealer manager signs selling agreements with the broker-dealers and RIA platforms that will offer the product, runs due-diligence and education for the channel, wholesales the offering through its distribution team, and polices sales-material compliance. Its compensation — the dealer manager fee, historically up to ~1–3% of gross proceeds, plus portions of selling commissions and ongoing servicing fees it reallows to selling firms — sits inside the offering’s gross-to-net arithmetic and under FINRA Rule 2310's compensation caps. The affiliation is the structural point worth registering: the entity managing distribution, the adviser managing assets, and the sponsor collecting fees are commonly one corporate family — a conflict stack that’s fully disclosed, routine, and still worth understanding when reading how a product is sold versus how it performs. In coverage, dealer manager league tables and selling-agreement wins are the distribution scoreboard of the non-traded market.
Related terms
Broker-Dealer · Selling Commission · Firm-Commitment vs. Best-Efforts · Net Proceeds · IBD (Independent Broker-Dealer)
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