NEWSTAR 17 Sweetwater Springs, DST

Important Risk Factors to Consider

The Interests are speculative and involve a high degree of risk. A prospective Investor should be able to bear a complete loss of his, her or its investment. The risks include:

• An Investor may not realize a return on the Investor's investment and could lose the entire investment. For this reason, a prospective Investor should carefully read the Investment Memorandum and should consult with his, her or its attorney, tax advisor, and business advisor prior to making the investment.
• There is no public market for the Interests and the Interests are being offered and sold pursuant to exemptions from the registration provisions of federal and state law.
• The Interests are subject to restrictions on transfer. Even if these transfer restrictions expire or are not applicable to a particular Investor, there is no public market for the Interests, and neither NEWSTAR Exchange nor the Trust will take any steps to develop a market. Investors should expect to hold their Interests for a significant period of time.
• Distributions are not guaranteed and there is no assurance that dividends will be made or that any particular rate of distribution will be maintained.
• The Interests have not been, and will not be, registered with the SEC or any state securities commission. Since this is a nonpublic offering and, as such, is not registered under federal or state securities laws, a prospective Investor will not have the benefit of review or comment by the SEC or any state securities commission.
• An Investor will acquire the Interests in the Trust, the assets of which will consist solely of the Property and the Master Lease. Thus, an investment in the Interests will not be diversified as to the type of asset, tenant mix or geographic location.
• NEWSTAR Exchange, the Administrative Trustee, the Master Tenant, and their respective 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 (or the Master Tenant). Conflicts exist in allocating management time, services and functions between their current and future activities and the Trust.
• A delayed closing on the acquisition of an Interest could adversely affect the qualification of an exchange under Section 1031.
• Future legislative or regulatory action could significantly change the tax aspects of an investment in an Interest.
• Investors will not receive audited financial statements for the Property.
• The Trustees have limited duties to Investors and may take actions that are not in the best interests of the Investors.
• The Trustees will receive compensation, regardless of whether Investors have received distributions.
• Economic, market, and regulatory changes that impact the real estate market generally may decrease the value of the Property and the Master Tenant's operating results.
• Changes in global economic and capital market conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect the value of the Trust's investment and the Master Tenant's operating results.
• Volatile economic conditions may adversely affect the Trust's income and exit strategies. Further, the fluctuation in market conditions makes judging future performance of real estate assets difficult.
• The financial performance of the Property is depending upon the Residents and their payment of rent under their respective Leases. If a large number of Residents become unable to make rental payments when due, decide not to renew their Leases, or decide to terminate their Leases, this could result in a significant reduction in rental revenues and, in turn, distributions to Investors.
• Unanticipated capital expenditures, maintenance costs and Uncontrollable Expenses related to the Property could affect Investors' returns.
• An increase in real estate taxes may affect the operating results of the Property and the Trust.
• There can be no assurance that the insurance maintained by the Master Tenant will be sufficient to cover any particular liability or unanticipated loss.
• A cybersecurity incident and other technology disruptions could negatively impact the Trust's business and the Master Tenant's relationships with the Residents.
• Compliance with various laws could affect the operation of the Property. If the Property does not comply with these requirements, the Trust may incur governmental fines or private damage awards.

These and other risks may impact NEWSTAR Exchange's financial condition, operating results, returns to its investors, and ability to make distributions as stated in the PPM. This investment is for accredited investors only and a PPM can be provided to accredited investors upon request.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved any offering of the Trust. Any representation to the contrary is a criminal offense.

This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by the Private Placement Memorandum (PPM). You should read the PPM in order to understand fully all of the implications and risks of the offering of securities to which it relates. An investment in the Trust should be made only after careful review of the PPM. All information contained in this material is qualified in its entirety by the terms of the PPM. The achievement of any goals is not guaranteed.

Securities offered through Preferred Capital Securities, LLC, member FINRA/SIPC. Past performance is not indicative of future results.