IMPORTANT NOTICE: This is not an offer to sell or a solicitation to buy. No offering will be made except by an applicable Confidential Private Placement Memorandum which will contain a full explanation of the risks associated with an offering.

Investments are suitable only for investors who understand, and have financial resources sufficient to enable them to bear a number of risks including financial loss. Consequently, only an investor who can afford to lose their entire investment should consider the investments offered by Brookwood. Funds invested with Brookwood should not be invested for such purposes as emergency savings, home purchase, education funding, dependent care, safety of principal or any short-term purpose.

Other risks associated with an investment in real estate include limited transferability of membership interests; illiquidity; uncertainties relating to the financial analysis; risk of members’ capital; risk of leverage; financing risks; income/operating risks; environmental risks; reliance on third-party management companies; absence of regulatory oversight; construction risks; capital expenditures that are not offset by cash flow; constructions risks; lack of fund operating history; cash flow; potential conflicts of interest; overbuilding of properties in competitive locations; uninsured and underinsured losses; tax liability not limited to distributions; changes in tax laws; and uncertain ability to meet capital needs.