Risk Factors

              The following is a summary of certain material risks you will be exposed to through an investment in our Shares:

•

There are a limited number of properties that are majority leased to government tenants and competition to buy these properties may be significant. Accordingly, we may not be able to grow our business.



•

The weighted average remaining term, based upon rent, of our current leases is less than five years. When our leases expire, we may be unable to relet our properties to current or new tenants at rental rates that equal or exceed current rates.



•

Changes in government requirements for leased space, including changes to the U.S. Government's budget for construction, repair and alteration of federal buildings, may make it more difficult for us to retain our government tenants or to locate additional properties that are majority leased to government tenants. Some of our government tenants have the right to vacate our properties and terminate their lease obligations before their lease terms expire.

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•

The U.S. Government's "green lease" policies may require us to make expensive changes to our properties for them to remain competitive.



•

We have a concentration of properties in the DC metro area. An economic downturn or any significant increase in speculative development of office properties in the DC metro area may cause the occupancy and rents that we can achieve in that area to decline.



•

The net proceeds from this offering will be used to reduce amounts borrowed under our credit facility and distributed to HRPT prior to this offering and will not be available to fund our future growth.



•

Real estate ownership is illiquid and involves risks of loss, damage and unforeseeable costs.



•

HRPT's ownership of 49.9% of our Shares after completion of this offering may result in your inability to influence our policies. HRPT's sale of our Shares which it owns, or the possibility of such a sale, may depress the market price of our Shares.



•

Provisions in the transaction agreement with HRPT and the management agreements with RMR that we will enter into upon completion of this offering may restrict our investment activities and create conflicts of interest.



•

Our payment of distributions to our shareholders is not assured. Any distributions will be determined at the discretion of our board of trustees.



•

There has been no public market for our Shares, and publicly traded securities' prices have recently been extremely volatile. The market price of Shares you purchase in this offering may decline substantially and quickly.

Tax Status

              We intend to elect and qualify to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ending December 31, 2009. If we qualify for taxation as a REIT, under current federal income tax law we generally will not be taxed on income we distribute to our shareholders so long as we distribute at least 90% of our annual REIT taxable income and satisfy a number of organizational and operational requirements to which REITs are subject. Even if we qualify for taxation as a REIT, we will be subject to certain state and local taxes on our income and property. See "Federal Income Tax Considerations."

Restrictions on Ownership and Transfer of Shares

              Subject to certain exceptions, our Declaration of Trust will provide that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% of the number or value of shares of any class or series of our outstanding shares of beneficial interest, including our Shares. These restrictions are intended to assist with our REIT compliance under the Code and otherwise to promote our orderly governance. These restrictions do not apply to HRPT, RMR or their affiliates. See "Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws—Restrictions on Ownership and Transfers of Shares."

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RISK FACTORS

               Our business faces many risks. The risks described below are all of the material risks that we can identify at this time. You should carefully consider all of the risks described below and the other information contained in this prospectus before making a decision to buy our Shares. If any of these risks actually occur, our business, financial condition and results of operations could be harmed. In that case, the trading price of our Shares could decline and you might lose part or all of your investment in our Shares. Additional risks that we do not know of, or that we currently think are immaterial, may also become important factors that affect us.

Risks Related to Our Business

We may be unable to acquire additional properties and grow our business.

              Our business plan is to acquire additional properties that are majority leased to government tenants. There are a limited number of such properties, and we will have fewer opportunities to grow our investments than REITs that purchase properties that are leased to both government and non-government tenants or that are not leased when they are acquired. Also, because of the strong credit quality of government tenants, properties leased to government tenants often attract many potential buyers. Accordingly, our business plan to acquire additional properties that are majority leased to government tenants may not succeed.

We may be unable to access the capital necessary to repay debts, invest in our properties or fund acquisitions.

              We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2009. To qualify for taxation as a REIT, we will be required to distribute at least 90% of our annual REIT taxable income (excluding capital gains) and satisfy a number of organizational and operational requirements to which REITs are subject. Accordingly, we generally will not be able to retain sufficient cash from operations to repay debts, invest in our properties or fund acquisitions. Our business and growth strategies depend, in part, upon our ability to raise additional capital at reasonable costs to repay our debts, invest in our properties and fund new acquisitions. The net proceeds from this offering will be used to reduce amounts borrowed under our credit facility and will not be available for investment in our properties or to fund acquisitions. Recently, there has been a significant reduction in the amount of capital available on a global basis. Our ability to raise reasonably priced capital is not guaranteed; we may be unable to raise reasonably priced capital because of reasons related to our business or for reasons beyond our control, such as market conditions. Additionally, since we are a newly formed company with no previous operating history, it may be more difficult for us to raise reasonably priced capital than more established companies, many of which have established financing programs and, in some cases, have investment grade credit ratings. If we are unable to raise reasonably priced capital, our business and growth strategies may fail.

We face significant competition.

              We plan to acquire properties which are majority leased to government tenants whenever we are able to identify attractive opportunities and have sufficient available financing to complete such acquisitions. We face competition for acquisition opportunities from other investors and this competition may subject us to the following risks:

•

we may be unable to acquire a desired property because of competition from other well capitalized real estate investors, including publicly traded and private REITs, private investment funds and others; and

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•

competition from other real estate investors may significantly increase the purchase price we must pay to acquire properties.

In addition, substantially all of our properties face competition for tenants. Some competing properties may be newer, better located and more attractive to tenants. Competing properties may have lower rates of occupancy than our properties, which may result in competing owners leasing available space at lower rents than we offer at our properties. This competition may affect our ability to attract and retain tenants and may reduce the rents we are able to charge. Government tenants may be particularly difficult to attract and retain because they may be viewed as desirable tenants by other landlords.

Our acquisitions may not be successful.

              Notwithstanding pre-acquisition due diligence, we do not believe that it is possible to fully understand a property before it is owned and operated for an extended period of time. For example, we could acquire a property that contains undisclosed defects in design or construction. In addition, after our acquisition of a property, the market in which the acquired property is located may experience unexpected changes that adversely affect the property's value. The occupancy of properties that we acquire may decline during our ownership, and rents that are in effect at the time a property is acquired may decline thereafter. For these reasons, among others, our property acquisitions may cause us to experience losses.

We may be unable to lease our properties when our leases expire.

              The average remaining term of our current leases is 4.9 years, based upon annual rental income under leases in effect during December 2008 (5.0 years based upon occupied square footage). Leases representing approximately 67.4% of our rental income (63.4% of our occupied square footage) will expire by December 31, 2013. Although we expect to seek to renew our leases with current tenants when these leases expire, we can provide no assurance that we will be successful in doing so. If our tenants do not renew their leases, we may be unable to enter leases with substitute tenants.

When we renew leases or lease to new tenants our rents may decline and our expenses may increase.

              When we renew leases or lease to new tenants we may receive less rent than we received under the leases that expired. Laws and regulations applicable to government leasing often require public solicitations of bids when new or renewal leases are being considered. Market conditions may require us to lower our rents to retain government tenants. Also, whenever we renew leases or lease to new tenants we may have to spend substantial amounts for tenant fit out, leasing commissions and other tenant inducements. As a consequence of lower rents or increased expenses when we renew leases or lease to new tenants, our net income and cash available to pay distributions to you may decline.

Some government tenants have the right to terminate their leases prior to their lease expiration date.

              Almost all of our current rents come from government tenants. Some of our leases with government tenants allow the tenants to vacate the leased premises before the stated terms of the leases expire with little or no liability. As of the date of this prospectus, tenants occupying approximately 16.2% of our rentable square feet and contributing approximately 14.4% of our pro forma rental income for the year ended December 31, 2008 have currently exercisable rights to terminate their leases before the stated term of their lease expires. In 2010, 2011 and 2012, early termination rights become exercisable by other tenants who currently occupy an additional approximately 7.8%, 2.9% and 1.3% of our rentable square feet, respectively, and contribute an additional approximately 6.2%, 4.4% and 1.3% of our pro forma rental income for the year ended December 31, 2008, respectively. In addition, two of our state government tenants have the currently

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exercisable right to terminate their leases if these states do not appropriate rent in their respective annual budgets. These two tenants occupy approximately 4% of our rentable square feet and contribute approximately 2.8% of our pro forma rental income for the year ended December 31, 2008. For fiscal policy reasons, security concerns or other reasons, some or all of our government tenants may decide to vacate our properties. If a significant number of such vacancies occur, our rental income may materially decline and our ability to pay regular distributions to you may be jeopardized.

An increase in the amount of government owned real estate may adversely affect us.

              The recently adopted American Recovery and Reinvestment Act of 2009 includes several billion dollars for construction, repair and alteration of government owned buildings. We do not know how expenditure of these funds will impact us. If there is a large increase in the amount of government owned real estate as a consequence of this legislation, certain government tenants may relocate from our properties to government owned real estate. Similarly, it may become more difficult for us to renew our government leases when they expire or to locate additional properties that are majority leased to government tenants in order to grow our business.

The U.S. Government's "green lease" policies may adversely affect us.

              In recent years the U.S. Government has instituted "green lease" policies which allow a government tenant to require leadership in energy and environmental design for commercial interiors, or LEED®-CI, certification in selecting new premises or renewing leases at existing premises. In addition, the Energy Independence and Security Act of 2007 allows the GSA to prefer buildings for lease that have received an "Energy Star" label. Obtaining such certifications and labels may be costly and time consuming, but our failure to do so may result in our competitive disadvantage in acquiring new or retaining existing government tenants.

We currently have a concentration of properties in the DC metro area and are exposed to changes in market conditions in this area.

              Approximately 36% of our pro forma rental income for the year ended December 31, 2008 was received from properties located in the DC metro area. A downturn in economic conditions in this area could result in reduced demand from tenants for our properties or lower the rents that our government tenants in this area are willing to pay when our leases expire and renewal terms are negotiated. Additionally, within the past two years there has been a large number of speculative real estate developments in the DC metro area, and a surplus of newly developed space could adversely affect our ability to retain our government tenants when our leases expire.

Our failure or inability to meet certain terms of our credit facility would adversely affect our business and may prevent our paying distributions to you.

              Our $250 million credit facility includes various conditions to our borrowing and various financial and other covenants and events of default. We may not be able to satisfy all of these conditions or may default on some of these covenants for various reasons, including matters which are beyond our control. For example, our ability to borrow under our credit facility depends upon the appraised value of the collateral properties which secure this credit facility and the net rental income received from the collateral properties. Similarly, important financial covenants in our credit facility include our covenant to maintain certain debt service and leverage ratios, our compliance with which depends upon the net rental income we receive from all our properties and their appraised value. In the event that the occupancy at a number of our properties, including properties which are collateral for our secured credit facility, were to decline, if the rents we can charge for these properties were to decline, or if the appraised value of our properties were to decline, we may be unable to borrow under our credit facility, the amounts we may borrow under the credit facility may decrease or we may be in

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default under the credit facility. In addition, the credit facility provides that a change in control of us or a termination of the management agreements we will enter into with RMR may cause the amounts outstanding under the credit facility to become immediately due and payable.

              If we are unable to borrow under our credit facility we may be unable to meet our business obligations or to grow by buying additional properties, or we may be required to sell some of our properties. If we default under our credit facility at a time when borrowed amounts are outstanding under the credit facility, our lenders may demand immediate payment or foreclose our properties or realize upon other assets which are their collateral. The covenants and conditions which apply to us with respect to debt, if any, which we incur in addition to our credit facility may be more restrictive than the covenants and conditions in our credit facility. Any default under our outstanding credit facility or other debt we may incur would likely have serious and adverse consequences to us and would likely cause the market value of our Shares to materially decline.

              A covenant in our credit facility prohibits us from paying distributions in excess of 95% of our FFO, as defined in that facility, other than certain distributions in connection with the maintenance of our status as a REIT. Our rental income could decline to a level whereby our expected distribution rate would exceed 95% of our FFO, and, as a consequence, we would not be permitted to make a distribution at our expected distribution rate.

Amounts recoverable under our leases for increased operating costs may be less than the actual increased costs.

              Under most of our leases, the tenant's obligation to pay us adjusted rent for increased operating costs (e.g. the costs of cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity and certain administrative expenses) is increased annually based on a cost of living index rather than the actual amount of our costs. Accordingly, the amount of any rent adjustment may not fully offset any increased costs we may incur in providing these services.

Increasing interest rates may adversely affect us and the value of your investment in our Shares.

              There are three principal ways that increasing interest rates may adversely affect us and the value of your investment in our Shares:

•

Funds borrowed under our credit facility will bear interest at variable rates. If interest rates increase, so will our interest costs, which could adversely affect our cash flow, our ability to pay principal and interest on our debt, our cost of refinancing our debt when it becomes due and our ability to pay distributions to you.



•

An increase in interest rates could decrease the amount buyers may be willing to pay for our properties, thereby reducing the market value of our properties and limiting our ability to sell properties or to obtain mortgage financing secured by our properties.



•

We expect to pay regular distributions on our Shares. When interest rates on investments available to investors rise, the market prices of distribution paying securities often decline. Accordingly, if interest rates rise, the market price of your Shares may decline.

Real estate ownership creates risks and liabilities.

              Our business is subject to risks associated with real estate ownership, including:

•

property and casualty losses, some of which may be uninsured;



•

defaults by tenants that lease our properties;

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•

the illiquid nature of real estate markets which limits our ability to sell our assets rapidly to respond to changing market conditions;



•

costs that may be incurred relating to property maintenance and repair, and the need to make expenditures due to changes in governmental regulations, including the Americans with Disabilities Act; and



•

asbestos/lead related liabilities and costs of containment or removal and other environmental hazards at our properties for which we may be liable, including those created by prior owners or occupants, existing tenants, adjacent land or other parties.

Risks Related to Our Relationships with HRPT and RMR

As long as HRPT retains significant ownership of us, your ability to influence matters requiring shareholder approval will be limited.

              After this offering, HRPT will own approximately 49.9% of our outstanding Shares (approximately 46.4% if the underwriters exercise in full their over allotment option). For so long as HRPT continues to retain a significant ownership stake in us, HRPT may be able to elect all of the members of our board of trustees, including our Independent Trustees, and may effectively control the outcome of shareholder actions. As a result, HRPT may have the ability to control all matters affecting us, including:

•

the composition of our board of trustees and, through our board of trustees, determinations with respect to our management, business plans and policies, including the appointment and removal of our officers;



•

determinations with respect to mergers and other business combinations;



•

our acquisition or disposition of assets;



•

our financing activities;



•

amendments to the transaction agreement providing for our separation from and relationship with HRPT;



•

the payment of distributions on our Shares; and



•

the number of Shares available for issuance under our equity incentive plans.

HRPT's significant ownership in us and resulting ability to effectively control us may discourage transactions involving a change of control, including transactions in which you as a holder of our Shares might otherwise receive a premium for your Shares over the then current market price.

HRPT's ability to sell its ownership stake in us and speculation about such possible sales may adversely affect the market price of our Shares.

              HRPT is not prohibited from selling some or all of its Shares, except that it has agreed (subject to certain exceptions) not to sell or transfer any Shares for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, and HRPT may do so without your approval. HRPT has advised us that it does not have any current plans to sell or otherwise dispose of its Shares. However, HRPT has a history of successfully divesting certain of its properties into new REITs and then selling or distributing its stake in such REITs over time. So long as HRPT continues to retain significant ownership in us, the liquidity and market price of our Shares may be adversely impacted. In addition, speculation by the press, stock analysts, shareholders or others regarding HRPT's intention to dispose of its Shares could adversely affect the market price of our

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Shares. Accordingly, your Shares may be worth less than they would be if HRPT did not have significant ownership in us.

This offering will directly benefit HRPT.

              Prior to this offering, we borrowed $250 million under our credit facility and distributed these funds to HRPT. These funds will not be available to us, but we are responsible for their repayment.

Our management structure and our manager's other activities may create conflicts of interest.

              We have no employees. Personnel and services that we require will be provided to us under contract by RMR. RMR will be authorized to follow broad operating and investment guidelines and, therefore, will have great latitude in determining the types of properties that will be proper investments for us, as well as the individual investment decisions. Our board of trustees will periodically review our operating and investment guidelines and our properties but will not review or approve each decision made by RMR on our behalf. In addition, in conducting periodic reviews, our board of trustees will rely primarily on information provided to it by RMR. RMR is beneficially owned by our Managing Trustees, Barry Portnoy and Adam Portnoy. Barry Portnoy is Chairman and Adam Portnoy is President, Chief Executive Officer and a director of RMR. All of the members of our board of trustees, including our Independent Trustees, are members of one or more boards of trustees or directors of various companies managed by RMR. All of our executive officers are also executive officers of RMR. The foregoing individuals may hold equity in or positions with other companies managed by RMR. Such equity ownership and positions by our trustees and officers after this offering could create, or appear to create, conflicts of interest with respect to matters involving us, RMR and its affiliates. We cannot assure you that the provisions in our Amended and Restated Declaration of Trust, or our Declaration of Trust, or our Amended and Restated Bylaws, or our Bylaws, will adequately address potential conflicts of interest or that such actual or potential conflicts of interest will be resolved in our favor.

              RMR also acts as the manager for three other publicly traded REITs: HRPT, HPT and SNH. RMR also provides management services to other public and private companies, including Five Star Quality Care, Inc., or Five Star, which operates senior living communities, including independent living and congregate care communities, assisted living communities, nursing homes and hospitals; and TravelCenters of America LLC, or TravelCenters, which operates and franchises travel centers. These multiple responsibilities to public companies and other businesses could create competition for the time and efforts of RMR and Messrs. Barry Portnoy and Adam Portnoy.

The management agreements that we will enter into with RMR upon completion of this offering were negotiated between affiliated parties and may not be as favorable to us as they would have been if negotiated between unaffiliated parties.

              We will pay RMR fees based in part upon the historical cost of our investments which at any time may be more or less than the fair market value thereof, the gross rents we collect from tenants and the cost of construction we incur at our properties which is supervised by RMR, plus an incentive fee based upon certain increases in our FFO per Share. See "Manager." Our fee arrangements with RMR could encourage RMR to advocate acquisitions of properties, to undertake unnecessary construction activities or to overpay for acquisitions or construction. These arrangements may also encourage RMR to discourage sales of properties by us. Our management agreements were negotiated between affiliated parties, and the terms, including the fees payable to RMR, may not be as favorable to us as they would have been were they negotiated on an arm's length basis between unaffiliated parties.

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The management agreements that we will enter into with RMR upon completion of this offering may discourage our change of control.

              A termination of the management agreements that we will enter into with RMR upon completion of this offering will be a default under our credit facility unless approved by a majority of our lenders. RMR will be able to terminate its management agreements with us if we experience a change of control. The quality and depth of management available to us by contracting with RMR may not be able to be duplicated by our being a self managed company or by our contracting with unrelated third parties, without considerable cost increases. For these reasons, the management agreements that we will enter into with RMR may discourage a change of control of us, including a change of control which might result in payment of a premium for your Shares.

The potential for conflicts of interest as a result of our management structure may provoke dissident shareholder activities that result in significant costs.

              In the past, in particular following periods of volatility in the overall market and the market price of a company's securities, shareholder litigation, dissident trustee nominations and dissident proposals have often been instituted against companies alleging conflicts of interest in business dealings with trustees, affiliated persons and entities. Our relationship with RMR, with Messrs. Barry Portnoy and Adam Portnoy and with RMR affiliates may precipitate such activities. These activities, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

Provisions in the transaction agreement that we will enter into with HRPT and the management agreements that we will enter into with RMR upon completion of this offering may restrict our investment activities and create conflicts of interest.

              The transaction agreement with HRPT and the management agreements with RMR that we will enter into upon completion of this offering will restrict our ability to make investments in properties that are within the investment focus of another business now or in the future managed by RMR. In addition, RMR will have discretion to determine whether a particular investment opportunity is within our investment focus or that of another business managed by RMR. As a result of these contractual provisions, so long as HRPT owns in excess of 10% of our outstanding Shares, we and HRPT engage the same manager or we and HRPT have one or more common managing trustees, we will have limited ability to invest in properties that are within the investment focus of another business managed by RMR or properties that are not, at the time of our investment, properties majority leased to government tenants. These agreements will not restrict our ability, or the ability of other businesses managed by RMR, to lease properties to any particular tenant, and, as a result, we may compete with other businesses managed by RMR for tenants. Our management agreements will afford RMR discretion to determine which leasing opportunities to present to us or to other businesses managed by RMR. Accordingly, we may compete with HRPT and other businesses managed by RMR for investments in properties that are not within the investment focus of us or another business managed by RMR and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor.

We are dependent upon RMR to manage our business and implement our growth strategy.

              Our ability to achieve our business objectives depends on RMR and its ability to manage our properties, source and complete new acquisitions for us on favorable terms and to execute our financing strategy on favorable terms. Because we are externally managed, our business is dependent upon RMR's business contacts, its ability to successfully hire, train, supervise and manage its personnel and its ability to maintain its operating systems. If we lose the services provided by RMR or its key personnel, our business and growth prospects may decline. We may be unable to duplicate the quality and depth of management available to us by becoming a self managed company or by hiring another manager. Also, in the event RMR is unwilling or unable to continue to provide management services to us, our cost of obtaining substitute services may be greater than the fees we will pay RMR under the management agreements that we will enter into upon completion of this offering, and as a result our earnings and cash flows may decline.

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Risks Related to Our Organization and Structure

Ownership limitations and anti-takeover provisions in our Declaration of Trust and Bylaws, as well as certain provisions of Maryland law, may prevent you from receiving a takeover premium or prevent shareholders from implementing beneficial changes.

              Upon completion of this offering, our Declaration of Trust will prohibit any shareholder other than HRPT, RMR and their affiliates from owning (directly and by attribution under the Code) more than 9.8% of the number or value of shares of any class or series of our outstanding shares of beneficial interest. This provision of our Declaration of Trust is intended to assist with our REIT compliance under the Code and otherwise to promote our orderly governance. However, this provision will also inhibit acquisitions of a significant stake in us and may prevent a change in our control. Additionally, many provisions that will be contained in our governing documents upon completion of this offering (described below under the caption "Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws") may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to shareholders, including, for example, provisions relating to:

•

the division of our trustees into three classes, with the term of one class expiring each year, which could delay a change in our control;



•

shareholder voting rights and standards for the election of trustees and other provisions which require larger majorities for approval of actions which are not approved by our trustees than for actions which are approved by our trustees;



•

required qualifications for an individual to serve as a trustee and a requirement that certain of our trustees be "Managing Trustees" and other trustees be "Independent Trustees";



•

limitations on the ability of shareholders to propose nominees for election as trustees and propose other business before a meeting of shareholders;



•

limitations on the ability of shareholders to remove our trustees;



•

the authority of our board of trustees, and not our shareholders, to adopt, amend or repeal our Bylaws; and



•

the authority of our board of trustees to adopt certain amendments to our Declaration of Trust without shareholder approval, including the authority to increase or decrease the number of authorized Shares, to create new classes or series of shares (including a class or series of shares that could delay or prevent a transaction or a change in our control that might involve a premium for our Shares or otherwise be in the best interests of our shareholders), to increase or decrease the number of shares of any class, and to classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of our Shares or any new class of shares created by our board of trustees.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited.

              Upon completion of this offering, our Declaration of Trust will limit the liability of our trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our trustees and officers will not have any liability to us and our shareholders for money damages other than liability resulting from:

•

actual receipt of an improper benefit or profit in money, property or services; or

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•

active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

              Our Bylaws require us to indemnify any present or former trustee or officer, to the maximum extent permitted by Maryland law, who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity. However, except with respect to proceedings to enforce rights to indemnification, we will indemnify any person referenced in the previous sentence in connection with a proceeding initiated by such person against our company only if such proceeding is authorized by our board of trustees. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former trustees and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist absent the provisions in our Bylaws or that might exist with other companies, which could limit your recourse in the event of actions not in your best interest.

We may change our operational and investment policies without shareholder approval.

              Our board of trustees determines our operational and investment policies and may amend or revise our policies, including our policies with respect to our intention to qualify for taxation as a REIT, acquisitions, dispositions, growth, operations, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our shareholders. Policy changes could adversely affect the market value of our Shares and our ability to make distributions to you.

Risks Related to Our Taxation

Our failure to qualify or remain qualified for taxation as a REIT for U.S. federal income tax purposes could have significant adverse consequences.

              We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2009, and to maintain such qualification thereafter. This should afford us with significant tax advantages. Qualifying as a REIT, however, depends on satisfying complex, statutory requirements, for which there are only limited judicial and administrative interpretations. Even if we initially qualify as a REIT, maintaining our status as a REIT will require us to continue to satisfy certain tests concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders. In order to meet these requirements, it may be necessary for us to liquidate or forego attractive investments. If we fail to qualify or remain qualified as a REIT, then our ability to raise capital might be adversely affected, we will be in breach under our credit facility, we may be subject to material amounts of federal and state income taxes and the value of our Shares would likely decline. In addition, if we lose or revoke our tax status as a REIT for a taxable year, we will be prevented from requalifying as a REIT for the next four taxable years.

Distributions to shareholders generally will not qualify for reduced tax rates.

              The maximum tax rate for dividends payable by U.S. corporations to individual stockholders is 15% until 2010. Distributions paid by REITs, however, are generally not eligible for this reduced rate. The more favorable rates for corporate dividends could cause individual investors to perceive that investment in REITs are less attractive than investment in non-REIT corporations that pay dividends, thereby reducing the demand and market price of our Shares.

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Risks Related to this Offering

There is no assurance that we will make distributions.

              We intend to pay regular quarterly distributions to our shareholders. However:

•

our ability to pay distributions will be adversely affected if any of the risks described herein occur;



•

our payment of distributions is subject to compliance with restrictions contained in our credit facility; and



•

any distributions will be made at the discretion of our board of trustees and will be dependent upon various factors that our board of trustees deems relevant, including our results of operations, our financial condition, our capital requirements, our FFO, our cash available for distribution, restrictive covenants in our financial or other contractual arrangements, economic conditions and restrictions under Maryland law.

For these reasons, among others, our distribution rate may decline or we may cease making distributions. Also, our distributions may include a return of capital.

No public market for our Shares currently exists, an active trading market for our Shares may not develop and the market price of our Shares may decline substantially and quickly.

              Prior to this offering, there has been no public market for our Shares. We cannot predict the extent to which a trading market will develop or how liquid that market might become. The estimated initial public offering price for our Shares was determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. An active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your Shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your Shares. An inactive market may also impair our ability to raise capital by selling Shares and may impair our ability to acquire additional properties or other businesses by using our Shares as consideration, which in turn could materially adversely affect our business. In addition, the stock market in general, and the NYSE and REITs in particular, have recently experienced extreme price and volume fluctuations. These broad market and industry factors may decrease the market price of our Shares, regardless of our actual operating performance. For these reasons, among others, the market price of the Shares you purchase in this offering may decline substantially and quickly.

Purchasers in this offering will experience immediate dilution in net tangible book value.

              The initial public offering price of our Shares is higher than the net tangible book value per outstanding Share. Purchasers of our Shares in this offering will incur immediate dilution of $6.32 per share in the net tangible book value of our Shares from an assumed initial public offering price of $25.00 per share. If the underwriters exercise their over allotment option in full, there will be immediate dilution of $5.98 per share in the net tangible book value of our Shares.

The combined financial statements of certain government properties wholly owned by HRPT and our unaudited pro forma financial statements may not be representative of our results as an independent public company.

              The combined financial statements of certain government properties wholly owned by HRPT and our unaudited pro forma financial statements that are included in this prospectus do not necessarily reflect what our financial position, results of operations or cash flows would have been had

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we been an independent entity during the periods presented. This financial information is not necessarily indicative of what our results of operations, financial position, cash flows or expenses will be in the future. It is impossible for us to accurately estimate all adjustments which may reflect all the significant changes that will occur in our cost structure, funding and operations as a result of our separation from HRPT, including potential increased costs associated with reduced economies of scale and increased costs associated with being a separate publicly traded company. For additional information, see "Selected Financial and Pro Forma Financial Information" and the combined financial statements of certain government properties wholly owned by HRPT and our unaudited pro forma financial statements appearing elsewhere in this prospectus.

Future sales of our securities may depress the market price of your Shares.

              Subject to applicable law, our board of trustees has the authority, without further shareholder approval, to issue additional authorized Shares and other equity and debt securities on the terms and for the consideration it deems appropriate. We cannot predict the effect, if any, of future issuances of our Shares or other securities or the prospect of such issuances, on the market price of our Shares. We also may issue from time to time additional securities in connection with property, portfolio or business acquisitions and may grant registration rights in connection with such issuances. Issuances of a substantial amount of our Shares or of senior securities, or the perception that such issuances might occur, could depress the market price of our Shares.

              Upon the closing of this offering, we will have 19,950,000 Shares outstanding, including an aggregate of 9,950,000 Shares owned by HRPT. Additionally, up to 2,000,000 Shares may be issued under our 2009 Incentive Share Award Plan to our trustees, executive officers and RMR employees. Assuming our business management agreement is renewed on its current terms, from and after January 1, 2010, RMR will be eligible to receive incentive compensation payable in our Shares. We and HRPT have agreed, subject to various exceptions, not to sell or issue any Shares or any securities convertible into or exchangeable for Shares, or file any registration statement with the SEC, for 180 days after the date of this prospectus without the prior written consent of Merrill Lynch on behalf of the underwriters. Merrill Lynch, at any time and without notice, may release all or any portion of the Shares subject to the foregoing agreements.

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