The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001775421
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Houston Multifamily Portfolio LP
Jurisdiction of Incorporation/Organization
TEXAS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2019
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Houston Multifamily Portfolio LP
Street Address 1 Street Address 2
2800 POST OAK BOULEVARD SUITE 4800
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
HOUSTON TEXAS 77056 7139667726

3. Related Persons

Last Name First Name Middle Name
HOUSTON MULTIFAMILY PORTFOLIO LP
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Member of Issuer
Last Name First Name Middle Name
Hines Gerald D
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Hines Jeffrey C
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Johnson C. Hastings
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Montgomery Keith
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Owens Thomas D
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Hughes Christopher D
Street Address 1 Street Address 2
555 13th Street NW Suite 400 West
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Steinbach David
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Hagood Todd
Street Address 1 Street Address 2
1001 Mckinney Street Suite 2100
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77002
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Delgado Juan M
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Comunale Apple
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Newton Lisa
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Donovan Douglas W
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
McMeans Kevin
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Drake Austin
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Gravenor Josh
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Trevino Mary
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Cover Mark
Street Address 1 Street Address 2
609 Main Street Suite 4400
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77002
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Batchelor Kevin
Street Address 1 Street Address 2
609 Main Street Suite 4400
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77002
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
O?Neill Chris
Street Address 1 Street Address 2
609 Main Street Suite 4400
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77002
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Reggie Frem
Street Address 1 Street Address 2
609 Main Street Suite 4400
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77002
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member
Last Name First Name Middle Name
Apollo Frank
Street Address 1 Street Address 2
2800 Post Oak Boulevard Suite 4800
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive officer of corporate parent of managing member

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
X Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2019-04-25    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Hines Securities Inc 128145
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2800 Post Oak Blvd Suite 4700
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77056
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Burpee Del Simone Capital Markets LLC 282431
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
300 BAKER AVENUE, SUITE 300
City State/Province/Country ZIP/Postal Code
CONCORD MASSACHUSETTS 01742
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
FLORIDA
IDAHO
IOWA
MASSACHUSETTS
MINNESOTA
NEW YORK
OHIO
TEXAS
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
Calton & Associates, Inc 20999
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2701 N ROCKY POINT DRIVE SUITE 1000
City State/Province/Country ZIP/Postal Code
TAMPA FLORIDA 33607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Cambridge Investment Research, Inc. 39543
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1776 PLEASANT PLAIN RD.
City State/Province/Country ZIP/Postal Code
FAIRFIELD IOWA 52556-8757
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Commonwealth Financial Network 8032
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
29 SAWYER ROAD
City State/Province/Country ZIP/Postal Code
WALTHAM MASSACHUSETTS 02453-3483
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Investacorp 7684
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4400 BISCAYNE BLVD 11TH FLOOR
City State/Province/Country ZIP/Postal Code
MIAMI FLORIDA 33137
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
J.W. Cole Financial 124583
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4301 ANCHOR PLAZA PARKWAY SUITE #450
City State/Province/Country ZIP/Postal Code
TAMPA FLORIDA 33634
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Triad Advisors 25803
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5155 PEACHTREE PARKWAY SUITE 3220
City State/Province/Country ZIP/Postal Code
NORCROSS GEORGIA 30092
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
CENTAURUS FINANCIAL, INC 30833
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2300 E. KATELLA AVENUE SUITE #200
City State/Province/Country ZIP/Postal Code
ANAHEIM CALIFORNIA 92806
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
LINCOLN FINANCIAL ADVISORS CORPORATION 3978
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1300 SOUTH CLINTON STREET SUITE 150
City State/Province/Country ZIP/Postal Code
FORT WAYNE INDIANA 46802
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
SIGMA FINANCIAL CORPORATION 14303
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
300 PARKLAND PLAZA
City State/Province/Country ZIP/Postal Code
ANN ARBOR MICHIGAN 48103-9508
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Somerset Securities Inc 2493
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4600 S.W. KELLY AVE
City State/Province/Country ZIP/Postal Code
PORTLAND OREGON 97239
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
Recipient
Recipient CRD Number    None
GENEOS WEALTH MANAGEMENT, INC 120894
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9055 E MINERAL CIRCLE SUITE 200
City State/Province/Country ZIP/Postal Code
CENTENNIAL COLORADO 80112
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
INDEPENDENT FINANCIAL GROUP, LLC 7717
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12671 HIGH BLUFF DRIVE SUITE 200
City State/Province/Country ZIP/Postal Code
SAN DIEGO CALIFORNIA 92130
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
LINCOLN FINANCIAL SECURITIES CORPORATION 3870
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1300 SOUTH CLINTON STREET
City State/Province/Country ZIP/Postal Code
FORT WAYNE INDIANA 46802
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
WILSON-DAVIS & CO., INC. 3777
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
236 SOUTH MAIN STREET
City State/Province/Country ZIP/Postal Code
SALT LAKE CITY UTAH 84101-2104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEVADA
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
PUERTO RICO
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
WASHINGTON
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
CORECAP INVESTMENTS, INC 37068
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
27777 FRANKLIN ROAD SUITE 700
City State/Province/Country ZIP/Postal Code
SOUTHFIELD MICHIGAN 48034
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
KALOS CAPITAL, INC. 44337
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11525 PARK WOODS CIRCLE SUITE 280
City State/Province/Country ZIP/Postal Code
ALPHARETTA GEORGIA 30005
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
PARKLAND SECURITIES, LLC 115368
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
300 PARKLAND PLAZA
City State/Province/Country ZIP/Postal Code
ANN ARBOR MASSACHUSETTS 48103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $63,590,247 USD
or    Indefinite
Total Amount Sold $63,278,797 USD
Total Remaining to be Sold $311,450 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
749

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $2,266,364 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Houston Multifamily Portfolio LP Frank Apollo Frank R. Apollo Executive Officer of Corporate Parent Of Managing Member 2019-07-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.