Important Risk Factors

• The Trust is speculative and prospective investors should be able to afford the loss of all or a substantial part of their investment.
• There will be no public market for the Interests.
• The Interests are subject to restrictions on transferability and resale and holders may have to hold their investment for an indefinite period of time.
• Delaware statutory trusts are an inflexible investment vehicle to own real property.
• Investors will have no voting rights or control over management of the Trust or The Residence Inn by Marriott Houston Medical Center/NRG Park (the “Project”).
• There is no guarantee that investors will receive any return.
• The performance of the Trust will depend on the Project’s ability to generate rent.
• The Project will be subject to the risks generally associated with the acquisition, ownership, financing and operation of real estate including, without limitation, environmental concerns, competition, occupancy, easements and restrictions and other real estate related risks.
• An investment in the Trust will not be diversified.
• The manager for the Trust (the “Trust Manager”) and its Affiliates will receive substantial compensation in connection with the Offering of Interests  and operation of the Project.
• The Trust Manager is a newly formed entity with no history of operations, no experience managing Delaware statutory trusts and limited capital.
• An investment in the Interests involves certain tax risks.
• The uncertain impact of the pandemics.
• Potential adverse impacts due to inflation and rising interest rates on the Trust’s operations.
• There may be conflicts of interest among the Trust Manager, the master tenant and their affiliates.
• Recent geopolitical conflicts and the potential for cyberattacks have created an air of uncertainty concerning the security and stability of the United States economy. See the Memorandum for more details.

The offering of Interests (the “Offering”) in the Trust will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such state laws. Certain disclosure requirements which would have been applicable if the Interests were registered are not required to be met. Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the merits of or given their approval to the Interests, the terms of the Offering or the accuracy or completeness of the Memorandum. Securities offered through Moody Securities, LLC, a member of FINRA and SIPC. The information contained herein is not an offer or a solicitation related to the sale of any securities. Such an offer or solicitation can be made only through the Memorandum, which is always controlling and supersedes the information contained herein in its entirety. The information contained herein is not to be construed as tax or legal advice, as neither Moody Securities, LLC, nor any of its associated persons are qualified tax or legal professionals. Subject to certain regulatory requirements, the information contained herein is confidential, and only for the use of its intended recipient(s).

Neither Marriott International, Inc. nor MIF, L.L.C., the franchisor, has recommended or provided any advice in connection with the purchase of an Interest.

NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE REGULATORS HAVE PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Not a deposit – Not FDIC Insured – Not Bank Guaranteed – May Lose Value