ADMINISTRATIVE PROCEEDING
File No. 3-21586

The Securities and Exchange Commission today announced settled charges against Real Estate Investment Trust ("REIT") advisors Legacy Hospitality II, LLC ("Legacy") and Legendary Capital REIT III, LLC ("Legendary"), as well as their principal, Corey R. Maple ("Maple"), for their roles in directing two REITs to reimburse overhead expenses in a manner that was inconsistent with disclosures made to investors. Legacy and Legendary are managed by Legendary Capital, which is headquartered in Fargo, North Dakota.

According to the SEC's order, from 2014 through 2020, Lodging Opportunity Fund Real Estate Investment Trust ("Fund 2") and Lodging Fund REIT III, Inc. ("Fund 3"), collectively raised approximately $215 million from investors for the purpose of investing in and managing hotels nationwide. Fund 2, which did not solicit investments after 2018, was managed by Legacy and Fund 3, which was formed in 2018, was managed by Legendary. As described in the order, Legacy, Legendary, and Maple represented to investors that Legacy and Legendary, not Funds 2 and 3, would be responsible for the overhead expenses from managing the REITs, primarily payroll and office rent. The order finds that from 2014 to 2020, the Respondents improperly directed Funds 2 and 3 to reimburse approximately $5 million of overhead expenses. According to the order, Maple received periodic distributions from Legacy and Legendary.

The SEC's order finds that Legacy, Legendary, and Maple violated the antifraud provisions of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933.  Without admitting or denying the SEC's findings, Legacy, Legendary, and Maple have agreed to a cease-and-desist order, to pay total disgorgement of $2,746,900, total interest of $544,444.17, and total penalties of $1,475,000, which will be distributed to harmed investors to the extent feasible. The disgorgement is in addition to a prior reimbursement of $2.1 million that Legacy made to Fund 2. Legacy and Legendary will also perform undertakings that include the retention of an independent consultant to review their policies, procedures, and controls relating to the reimbursement of fees and expenses by any REITs they manage.

The SEC's investigation was conducted by H. Norman Knickle and supervised by Mark Cave.