HAVE RIA, INC. is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a corporation formed under the laws of the State of Rhode Island.
• Hotel Asset Value Enhancement Inc. is the 100% direct owner of HAVE RIA, INC. For more information about Hotel Asset Value Enhancement Inc., see Item 10 - Other Financial Industry Activities and Affiliations.
• Michelle Russo, President of HAVE RIA, INC., is the controlling owner and Chief Executive Officer of Hotel Asset Value Enhancement Inc.
• HAVE RIA, INC. was formed in May 2023, has been registered as an investment adviser since July 2023 and began operations soon thereafter. Description of Advisory Services The following are descriptions of the advisory services provided by HAVE RIA, INC. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and HAVE RIA, INC. before we can provide you the services described. Our services focus on providing the following hotel asset and investment management services through one or more accounts consisting of real estate assets allocated by the client to be managed by HAVE RIA, INC. (the “Account”).
• Investment Strategy and Management. Develop a continuing and suitable overall investment strategy and financial policy for the Account for the purpose of providing portfolio management services.
• Investment Acquisition and Disposition. Perform investment acquisition and disposition services including but not limited to property analysis, market and economic surveys, on-site physical inspections, review and projection of income and operating expenses, and analysis of risk and return, including risk and return of available financing opportunities; establishing target holding periods; purchasing and selling investments; attending and monitoring the closing of investment acquisitions and dispositions; arranging for disbursement of funds needed to consummate investment acquisitions; and performing other services necessary to consummate investment acquisitions and dispositions.
• General Administration and Asset Management of Account. This includes formulating investment and strategic plans for investments; contracting for or assuring the provision of services necessary for on-going property management, licensing and franchising; preparation, periodic review, and reporting of operating budgets; periodic on-site physical inspections and reporting thereof; procurement of appropriate insurance protection; permit and license tracking, and preparation and negotiation of contracts for maintenance and capital improvements; assuming management responsibility for existing investments; performing operational asset management services including budget review and approval, revenue and expense optimization, and third-party compliance of contractual responsibilities; creating, maintaining and dissolving holding vehicles (as agreed to with the client) associated with the Account; cash flow forecasting and cash management, distributing to clients, not less frequent than quarterly, all net cash flow HAVE RIA, INC. Page 5 Form ADV Part 2A Firm Brochure of the Account, after payment of expenses and obligations and the establishment of appropriate reserves; fixed asset accounting oversight or execution, and retaining and/or cooperating in third party appraisals of the investments of the Account, such appraisals to be initiated at the discretion of the client in accordance with terms agreed upon; and retain and/or cooperate with legal counsel and auditors to: (1) identify and comply with REIT qualification status, (2) adhere to regulations and (3) comply with REIT income testing.
• Disposition Services: We perform the following services: prepare sell/hold analyses, review unsolicited proposals to purchase real estate/hotel properties, assemble due diligence materials; obtain a Broker Opinion of Value or other independent assessment; assist in the selection of a qualified broker or advisor or RFP process, review Broker offering materials; provide broker with upside opportunities and help Broker quantify that upside in terms of incremental NOI, respond to ongoing due diligence requests; develop internal (and possibly external) PR initiatives to address the contemplated sale; communicate with managers and on-site employees; develop a staff retention program, as necessary; review bid proposals; review P&S Agreements and provide commentary; handle any necessary negotiations with the franchise including review and negotiation of any PIP, assist in the manager/franchise approval assignment process of the buyer, assist in or execute preparation of the closing proration settlement agreement and monitor adjustments post-closing, ensure that the necessary accounting and tax filings are concluded post-closing and provide support for items remaining “post-closing”.
• Financing or Refinancing Services: When determined consistent with the investment or strategic plan, we source financing or refinancing for the real estate asset. The finance/ refinance services include: confirm objectives of refinancing are consistent with the strategic plan (maximize proceeds, non-recourse, lowest interest rate, flexibility in term, etc.), prepare a five year proforma and valuation to test reasonableness of investment objectives, prepare refinance analyses, assemble a Debt Offering Memorandum for lenders, maintain a “data room”; obtain a Broker Opinion of Value or other independent assessment of value, assist in the selection of a qualified broker or advisor or RFP process, coordinate and review broker offering materials; respond to ongoing due diligence requests; review and summarize letters of intent from various lender proposals; negotiate terms on the client’s behalf to secure best possible debt execution consistent with the client’s objectives; coordinate lender tours and third party due diligence provider services at the Hotel; assist the client in any necessary negotiations with the franchisor and Operator including necessary approvals and comfort letter(s); coordinate or execute the preparation of the closing proration settlement statement and monitor adjustments post-closing; and provide support for items remaining post-closing. Clients must appoint our firm as an investment adviser of record on specified assets held by the client under the client’s name. Accounts are always managed by us based on each client’s financial situation and investment objectives. We actively monitor the Account to provide continuous and on-going advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account. We will have discretionary authority to make all decisions to buy, sell or hold securities, cash or other investments for the designated Account assets in our sole discretion without first consulting with you. We also have the power and authority to carry out these decisions by giving instructions, on your behalf, to brokers, banks and other qualified custodian(s) of the Account for our management of the designated assets. HAVE RIA, INC. Page 6 Form ADV Part 2A Firm Brochure We will need to obtain certain information from each client to determine the client’s financial situation and investment objectives. Clients are responsible for notifying us of any updates regarding their financial situation, risk tolerance or investment objective and whether they wish to impose or modify existing investment restrictions. However we will contact clients at least annually to discuss any changes or updates regarding their financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with clients relative to the status of their Account. Clients have the ability to impose reasonable restrictions on the management of their Accounts, including the ability to instruct us not to purchase certain investments. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer

that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. Specialization HAVE RIA, INC. specializes in providing professional hotel asset and investment management services. We provide hotel real estate asset manager and advisor services focused on the hospitality industry. We offer a suite of services for owners at all critical phases of an investment cycle, including acquisitions, underwriting and due diligence, manager selection and contract negotiation, franchise selection, development planning, renovation and repositioning analysis, asset management, refinancing services, and dispositions Limits Advice to Certain Types of Investments We focus on hotel and other real estate which can include interests in real property, of whatever nature, and personal property, both tangible and intangible, directly or indirectly associated or connected with the use of real estate. Such interests shall include, without limitation, direct or indirect equity investments in real estate, including (i) partnerships, corporations, limited liability companies and other joint ventures having an interest in real estate, (ii) participating or convertible mortgages or other debt instruments convertible to interests in real property by the terms thereof, and (iii) options to purchase real estate, leaseholds, and investments in securities issued by real estate investment trusts. Although we generally provide advice only on the products previously described, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. Because we primarily focus on providing advice on acquiring and asset managing hotel real estate property and assets, our services are limited in that we do not provide the same level of analysis and recommendations on other securities that you can find with other investment advisory firms and financial professionals. HAVE RIA, INC. Page 7 Form ADV Part 2A Firm Brochure (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Tailor Advisory Services to Individual Needs of Clients HAVE RIA, INC.’s advisory services are always provided based on each client’s unique situation and investment objectives. This means, for example, that when we provide asset management services, clients are given the ability to impose restrictions on the Accounts we manage for them, including specific investment selections and sectors. We work with clients on a one-on-one basis through interviews and questionnaires to determine their investment strategies, goals and general financial information. We will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Important ERISA Disclosures Service Provider: HAVE RIA, INC. will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to any ERISA covered retirement plans and retirement funds, any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclose as soon as practicable). In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the Qualified Retirement Plan Agreement and any compensation or fees received in connection with the Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learn of such error or omission. ERISA Fiduciary: Depending upon the specific services provided to ERISA covered retirement plans and retirement funds clients, HAVE RIA, INC. can act as an Investment Manager to the Plan, as defined by ERISA section 3(38). In such situations, HAVE RIA, INC. will acknowledge that it is a 3(38) level fiduciary with respect to the client. If providing non “Investment Manger 3(38)” level fiduciary services, HAVE RIA, INC. will acknowledge that in performing such advisory services that it is acting as a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of Employee Retirement Income Security Act of 1974 (“ERISA”) for purposes of providing investment advice to ERISA covered retirement plans and retirement funds. In providing 3(21)services, HAVE RIA, INC. (a) has no responsibility and will not (i) exercise any authority or control respecting management or disposition of assets of client’s retirement plan, or (ii) have any discretionary authority or discretionary responsibility in the administration of client’s retirement plan or the interpretation of client’s retirement plan documents, (b) is not an “investment manager” as defined in Section 3(38) of ERISA and does not have the power to manage, acquire or dispose of any plan assets, and (c) is not the “Administrator” of client’s retirement plan as defined in ERISA. HAVE RIA, INC. Page 8 Form ADV Part 2A Firm Brochure In all situations, HAVE RIA, INC. will act in a manner consistent with the requirements of a fiduciary under ERISA if, based upon the facts and circumstances, such services cause HAVE RIA, INC. to be a fiduciary as a matter of law. HAVE RIA, INC. shall discharge its duties and obligations under an agreement with an ERISA covered plan solely in the interests of the plan's participants and beneficiaries; and with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in an enterprise of a like character and with like aims. We strive to render our best judgment for clients. Still, HAVE RIA, INC. cannot assure that investments will be profitable or assure that no losses will occur in their portfolios. Past performance is an important consideration with respect to any investment or investment advisor, but it is not necessarily an accurate predictor of future performance. Qualified Professional Asset Manager: HAVE RIA, INC., as an ERISA Plan Fiduciary, acting on behalf of a retirement plan (or retirement fund) must be careful to avoid a prohibited transaction under ERISA section 406. The ERISA prohibited transaction rules prohibit a number of transactions between a plan and a “party in interest” unless an exemption is available. A party in interest includes a fiduciary and any person providing services to a retirement plan (also known as a retirement fund). The Qualified Professional Asset Manager (“QPAM”) Exemption is a class exemption (known as PTCE 84-14) relied upon by investment advisers and managers to conduct business on behalf of a plan or IRA. Although it does not eliminate all investment restrictions, meeting the QPAM requirements substantially reduces the number of restrictions. HAVE RIA, INC. has taken the following steps to rely on the QPAM exemption.
• HAVE RIA, INC. is a registered investment adviser with assets under discretionary management in excess of $85 million. Our parent company, Hotel Asset Value Enhancement Inc., will maintain equity in excess of $1 million for the benefit of HAVE RIA, INC.
• Any counterparties to any transactions will not be HAVE RIA, INC. or a person related to HAVE RIA, INC. or to the fiduciary that appointed HAVE RIA, INC. (i.e., decided to invest in the fund).
• HAVE RIA, INC. will always represent in writing to the client that it is acting as a fiduciary.
• HAVE RIA, INC. must negotiate the terms of all transactions and decide on behalf of the plan whether to engage in the transaction.
• HAVE RIA, INC. has not been convicted of certain activities that could bear on financial trust. Client Assets Managed by HAVE RIA, INC. HAVE RIA, INC. has $160,314,080 of assets under management to report as of February 15, 2024. The entire amount is managed on a discretionary basis and we have $0.00 assets under management on a non-discretionary basis.