1031 Like-Kind
Exchanges

The manager of the Trust, the Operating Partnership, JLLIPT and their affiliates are subject to conflicts of interest between their activities, roles and duties for other entities and the activities, roles and duties they have assumed on behalf of the Trust, the Master Tenant, the Operating Partnership and JLLIPT. Conflicts exist in allocating management time, services and functions between their current and future activities and the Trust. In addition, the manager of the Trust may have conflicts allocating leasing opportunities among competing properties.

The information herein has been prepared for educational purposes only and does not constitute a solicitation of an offer to purchase or sell securities real estate investments. Such offers are only made through a private placement memorandum (the “Memorandum”). The purchase of an interest in a DST involves a number of risks, which are set forth and described in the Risk Factors section of each Memorandum.  You should carefully review the Risk Factors section of the Memorandum.  Certain risks present in all DST offerings include:

Certain Risks Related to DST Offerings

Prospective purchasers must bear the economic risks of an investment in DST interests for an indefinite period of time and must be prepared to sustain a total loss of such investment. There is no public market for any of DST interests sponsored by JLL Exchange, and no public market is expected to develop.  An investment in interests will not be appropriate for purchasers desiring or requiring liquidity in the near future. Each purchaser must bear the economic risks of an investment for an indefinite period of time and be prepared to sustain a total loss of such investment. Income/distributions from 1031 Exchanges are not guaranteed, and inflation and other increases in operating costs may affect the investor’s return. 1031 Exchanges give the investor 45 days from the date that real property is sold to identify replacement properties and 180 days from the sell date to close on a new property to complete an exchange. To qualify for the tax deferment, the investor must reinvest the entirety of the proceeds from the initial sale and acquire real estate with the same or greater amount of debt.

Certain Risks Related to Real Estate Held in a DST

There are limitations on the actions that the manager and trustee of the DST can take relative to the real estate. Revenue Ruling 2004-86 sets forth the Internal Revenue Service’s (“IRS”) standards for DST interests acquired in a Code Section 1031 exchange. In order for investors in the DST to be treated as acquiring a direct interest in real estate for federal income tax purposes, the DST must impose significant prohibitions on the powers of the DST’s manager and trustee. These prohibitions are explained in more detail in each Memorandum. If the manager and trustee of the DST are required to take action to conserve and protect the property held by the DST, but are unable to do so due to the prohibitions imposed on their powers under Revenue Ruling 2004-86, they may determine to terminate (or be required to terminate) the DST and transfer the property to a limited liability company. An interest in a limited liability company, unlike a DST interest, is not treated as a direct interest in the underlying real estate for tax purposes. You should consider the state tax consequences of acquiring, owning, holding and disposing of a DST interest. You must seek the advice of your own independent tax advisor as to state and local tax issues.

Certain Risks Related to Adverse Changes in General Economic Conditions

An economic downturn could adversely affect rental income generated from end tenants. From time to time, an economic downturn could occur that would result in slowed economic activity.

Certain Risks Related to Investments in Real Property

Real properties are illiquid investments, and we may be unable to sell, refinance or reposition a property or properties in response to changes in economic or other conditions.