b'Youshouldadviseanynon-U.S.personstoconsultwiththeirown financial advisers regarding the tax implications of investing with you. For offerings directed to investors in a specific country, you should conduct your owninvestigationofthetaximplicationswithassistanceofaqualified international tax advisor.Note: Bona fide loans with fixed interest and no relation to performance ofaproperty,maybeexemptfromFIRPTAunderwhatiscalledthe portfolio loan interest exemption. The IRS has several web pages devoted to FIRPTA taxation that are informative and fairly easy to read.Whenyouanticipateincludingnon-U.S.persons,youroffering materials should include clauses regarding eligibility of non-U.S. persons to invest, and the risks of including non-U.S. persons in your offering. While there may be advantages to including a few non-U.S. persons in a Rule 506 securities offering, doing so may increase the overall accounting and legal expenses associated with the company, and it may increase your liability risks.Bestpracticeistoconsultwithinternationaltaxcounsel,usually coordinated through your securities attorney, to come up with a corporate structure that will be most advantageous for your prospective investors from certaincountries.Thismayincludeblockercompaniesinanoffshore location that has a better tax treaty with the investors home country than their country has with the U.S., or that doesnt require non-U.S. Persons to obtain a U.S. taxpayer identification number, which many non-U.S. Persons wont want to do. As a result, many issuers set up an offshore blocker company that the non-U.S. persons invest in, and that, in turn, invests in 77'