Subordinate units in InvITs: private issuer-only instruments convertible on objective performance benchmarks, with issuance, transfer and disclosure limits. Regulations allow privately placed subordinate units issued only to sponsors or related entities as consideration on project acquisition, carrying no voting or distribution rights, with distinct ISINs, lock-in and restricted transferability; issuance is limited to ten percent of acquisition price and outstanding subordinate units to ten percent of ordinary units. Reclassification into ordinary units requires auditable performance benchmarks, a minimum three-year entitlement period, statutory auditor certification and trustee approval, with extinguishment if benchmarks are unmet. Extensive term sheet, disclosure, listing, diluted NAV and unitholding-reporting obligations apply, and public issues are prohibited while subordinate units remain outstanding.