Invest­ment in real estate involves a high degree of risk and may be spec­u­la­tive. Some of the risks involved with an invest­ment in real estate through a Delaware Statu­to­ry Trust (a DST”) include, but are not lim­it­ed to, the risks list­ed below. The PPM for any par­tic­u­lar invest­ment oppor­tu­ni­ty will con­tain more com­plete infor­ma­tion regard­ing the prop­er­ty or prop­er­ties and the invest­ment oppor­tu­ni­ty, includ­ing all of the mate­r­i­al risk fac­tors that a prospec­tive investor should care­ful­ly con­sid­er before invest­ing. An offer or solic­i­ta­tion can be made only through a PPM, which is always con­trol­ling and super­sedes the infor­ma­tion con­tained here­in in its entire­ty. Prospec­tive investors must read an applic­a­ble PPM in its entire­ty pri­or to invest­ing in any offering.

• No pub­lic mar­ket cur­rent­ly exists, and one may nev­er exist, for the inter­ests of any Hines-spon­sored DST pro­gram. The pur­chase of inter­ests in any Hines-spon­sored DST pro­gram is suit­able only for per­sons who have no need for liq­uid­i­ty in their invest­ment and who can afford to lose their entire investment.

• Hines-spon­sored DST pro­grams offer and sell inter­ests pur­suant to exemp­tions from the reg­is­tra­tion pro­vi­sions of fed­er­al and state law and, accord­ing­ly, those inter­ests are sub­ject to restric­tions on transfer. 

• There is no guar­an­tee that the invest­ment objec­tives of any par­tic­u­lar Hines-Spon­sored DST pro­gram will be achieved.

• The actu­al amount and tim­ing of dis­tri­b­u­tions paid by Hines-Spon­sored DST pro­grams is not guar­an­teed, may vary and could be zero. There is no guar­an­tee that investors will receive any dis­tri­b­u­tions or a return of their cap­i­tal in whole or in in part.

• Invest­ments in real estate are sub­ject to vary­ing degrees of risk, includ­ing, among oth­er things, local con­di­tions such as an over­sup­ply of space or reduced demand for prop­er­ties, an inabil­i­ty to col­lect rent, vacan­cies, infla­tion and oth­er increas­es in oper­at­ing costs, adverse changes in laws and reg­u­la­tions applic­a­ble to own­ers of real estate and chang­ing mar­ket demographics.

• If a DST prop­er­ty is trans­ferred (or the DST is con­vert­ed) to the Spring­ing LLC, investors will like­ly lose their abil­i­ty to par­tic­i­pate in a future Sec­tion 1031 exchange with respect to the trans­ferred property.

• Investors will have no vot­ing rights and will have no con­trol over man­age­ment of the DST or its property.

• Hines-spon­sored DST pro­grams depend on ten­ants for their rev­enue, and may suf­fer adverse con­se­quences as a result of any finan­cial dif­fi­cul­ties, bank­rupt­cy or insol­ven­cy of their tenants.

• Hines-spon­sored DST pro­grams may own sin­gle-ten­ant prop­er­ties, which may be dif­fi­cult to re-lease upon ten­ant defaults or ear­ly lease terminations.

• Con­tin­ued dis­rup­tions in the finan­cial mar­kets and chal­leng­ing eco­nom­ic con­di­tions could adverse­ly affect the abil­i­ty of any Hines-spon­sored DST pro­gram to secure debt financ­ing on attrac­tive terms and its abil­i­ty to ser­vice that indebtedness.

• The pri­or per­for­mance of oth­er pro­grams spon­sored by Hines should not be used to pre­dict the results of future programs.

• The Hines-spon­sored DST pro­grams do not have arm’s length agree­ments with their man­age­ment entities.

• The Hines-spon­sored DST pro­grams pay sig­nif­i­cant com­mis­sions and fees to affil­i­ates of Hines, which may affect the amount of income investors earn on their investment.

• Per­sons per­form­ing ser­vices for the man­agers of the Hines-spon­sored pro­grams per­form ser­vices for oth­er Hines-spon­sored pro­grams, and will face com­pet­ing demands for their time and service.

• The acqui­si­tion of inter­ests in an Hines-spon­sored DST pro­gram may not qual­i­fy under Sec­tion 1031 of the Inter­nal Rev­enue Code of 1986, as amend­ed (the Code”) for tax-deferred exchange treatment.

• Changes in tax laws may occur, and may adverse­ly affect an investor’s abil­i­ty to defer cap­i­tal gains tax and may result in imme­di­ate penalties.

• The DST struc­ture is inflex­i­ble and, in cer­tain events, may be con­vert­ed to a LLC struc­ture, which would have a tax impact on investors.

• The DST is not pro­vid­ing any prospec­tive investor with sep­a­rate legal, account­ing or busi­ness advice or representation.