Up to $300 Million will be raised through this offering.

We intend to acquire residential and commercial properties. The portfolio is likely to be determined largely by the purchase opportunities that the market offers, whether on an upward or downward trend. We may invest in properties that are not sold through conventional marketing and auction processes. We do not intend to invest in single family residential properties, hotels, motels, leisure home sites, farms, timberlands, unimproved properties not intended to be developed, or mining properties.

Unlike other REITs, which typically specialize in one sector of the real estate market, we intend to invest in both residential and commercial properties to provide a more general risk profile and take advantage of our sponsor's expertise in acquiring larger properties and portfolios of both residential and commercial properties.

We may be more likely to make investments that are in need of rehabilitation, redirection, remarketing, and/or additional capital investment. We may place major emphasis on a bargain element in our purchases, and often on the individual circumstances and motivations of the sellers.

Our geographical area will be principally in the continental United States and possibly in Puerto Rico.

All dealer manager fees, selling commissions and other organization and offering expenses will be paid by Lightstone SLP. The Trust will sell special general partner interests in its operating partnership to Lightstone SLP, an entity controlled by its sponsor, and use the sale proceeds to pay all selling commissions. For example, if the Trust were to raise investable assets of $300 million, Lightstone SLP would invest $30 million of its own money so that 100% of the investors’ money would go into property acquisition.

Even though Lightstone SLP will invest 10% of the total equity, it will not receive any return on its investment until investors receive a 7% cumulative total return from a combination of dividends and the sale or disposition of properties. Once this threshold is reached, all distributions will go to Lightstone SLP, until it receives a cumulative non-compounded return of 7%. Of course, there is no guarantee that a 7% cumulative return will be achieved by the Trust. After the 7% return is reached, Lightstone SLP will receive 30% of all cash distributions until investors receive a 12% cumulative total return, at which point Lightstone SLP’s share will increase to 40%.

REIT investors often compare current stock prices to the Net Asset Value (NAV) of a company's shares. NAV is the per-share measure of the market value of a company's net assets. At times, the stock price of a publicly traded REIT may be more or less than its NAV. As a result, values are subject to large fluctuations and investors experience much uncertainty. Limited partnerships and REITs that are not publicly traded are insulated from general market turbulence.

We intend to make distributions to our stockholders on a quarterly basis. The amount of each distribution is determined by our board of directors and typically depends on the amount of distributable funds, current and projected cash requirements, tax considerations and other factors. However, in order to remain qualified as a REIT, we must make distributions of at least 90% of our annual REIT taxable income.

Yes. You may make an investment through your individual retirement account (IRA), a simplified employee pension (SEP) plan or other tax-deferred account. In making these investment decisions, you should, at a minimum, consider (1) whether the investment is in accordance with the documents and instruments governing such IRA, plan or other account, (2) whether the investment satisfies the fiduciary requirements associated with such IRA, plan or other account, (3) whether the investment will generate unrelated business taxable income (UBTI) to such IRA, plan or other account, (4) whether there is sufficient liquidity for such investment under such IRA, plan or other account, (5) the need to value the assets of such IRA, plan or other account annually or more frequently, and (6) whether such investment would constitute a prohibited transaction under applicable law.

A REIT, or real estate investment trust, is a corporation that combines the capital of many investors to acquire, finance, and in most cases operate income-producing real estate. Investors can benefit by having a practical and efficient means to include professionally-managed commercial real estate in an investment portfolio.

A company that qualifies as a REIT is permitted to deduct dividends paid to its stockholders from its corporate tax bill. As a result, most REITs typically remit 100 percent of their taxable income to their stockholders and therefore owe no corporate tax. Taxes are paid by the stockholders on the dividends received and any capital gains. To qualify as a REIT, a company must distribute at least 90 percent of its taxable income to its stockholders annually. However, like other businesses but unlike partnerships, a REIT cannot pass its tax losses to its investors.

REITs are required by law to distribute each year to their shareholders at least 90 percent of their taxable income. Thus, REITs tend to be among those companies paying the highest dividends to investors. The dividends come primarily from the relatively stable and predictable stream of contractual rents paid by the tenants who occupy the REIT's properties. Since rental rates tend to rise during periods of inflation, REIT dividends tend to be protected from the long-term effect of rising prices.

For REITs, dividend distributions for tax purposes are allocated as Ordinary Income, Capital Gains, and Return of Capital, each of which may be taxed at a different rate. All public companies, including REITs, are required to provide their shareholders early in the year with information clarifying how the prior year's dividends should be allocated for tax purposes. This information is distributed by each company to its list of shareholders on IRS Form 1099-DIV.

Return of Capital distribution is defined as that part of the dividend that exceeds the REIT's taxable income. Because real estate depreciation is such a large non-cash expense that likely overstates the decline in property values, the dividend rate divided by FFO is used as a more appropriate measure of the REIT's ability to pay dividends.

A Return of Capital distribution is not taxed as Ordinary Income. Rather, the investor's cost basis in the stock is reduced by the amount of the distribution. When shares are sold, the excess of the net sales price over the reduced tax basis is treated as a capital gain for tax purposes. So long as the appropriate capital gains rate is less than the investor's marginal ordinary tax rate, a high return of capital distribution may be especially attractive to investors.

Investors typically are attracted to REITs for their high levels of current income and the opportunity for moderate long-term growth. These are the basic characteristics of real estate. In addition, investors looking for ways to diversify their investment portfolios beyond other common stocks, as well as bonds, are attracted to the unique characteristics of REITs. Other typical buyers of REITs are institutions, such as pension funds, endowment funds and foundations, insurance companies, bank trust departments, and mutual funds.