Investment Opportunity

Risk Factors

Please see the Prospectus for a complete description of the Risks you should consider before buying shares of Strategic Storage Trust, Inc. Real Estate Investment Trust (SSTI). An investment in shares of SSTI is subject to significant risks. Some of the more significant risks include the following:

• We have a limited operating history and limited established financing sources, and we cannot assure you that we will be successful in the marketplace.
• We have incurred operating losses to date and we anticipate that our operations will not be profitable in 2009.
• Because this is a blind pool offering, you will not have the opportunity to evaluate our investments before we make them, which makes an investment in us more speculative.
• There is currently no public trading market for our shares and there may never be one; therefore, it will be difficult for you to sell your shares.
• Our ability to operate profitably will depend upon the ability of our advisor to efficiently manage our day-to-day operations.
• If we pay distributions from sources other than our cash flow from operations, we will have less funds available for the acquisition of properties, and your overall return may be reduced.
• Our advisor and its officers and certain of our key personnel will face competing demands relating to their time, and this may cause our operating results to suffer.
• Our advisor will face conflicts of interest relating to the incentive fee structure under our advisory agreement, which could result in actions that are not necessarily in the long term best interests of our stockholders.
• You are bound by the majority vote on matters on which you are entitled to vote and, therefore, your vote on a particular matter may be superseded by the vote of others.
• Because our dealer manager is one of our affiliates, you will not have the benefit of an independent review of the prospectus or us customarily performed in underwritten offerings.
• Payment of fees to our advisor and its affiliates will reduce cash available for investment and distribution.
• Because we are focused on the self storage industry, our rental revenues will be significantly influenced by demand for self storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.
• We will depend on our on-site personnel to maximize customer satisfaction at each of our facilities; and any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.
• Adverse economic conditions will negatively affect our returns and profitability.
• Disruptions in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay distributions to you.
• We may suffer reduced or delayed revenues for, or have difficulty selling, those properties with vacancies.
• We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such properties, which may lead to a decrease in the value of our assets.
• High interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make.
• Failure to remain qualified as a REIT would adversely affect our operations and our ability to make distributions as we will incur additional tax liabilities.
• You may have tax liability on distributions you elect to reinvest in our common stock.
• There are special considerations that apply to pension or profit-sharing trusts or IRAs investing in our shares which could cause an investment to be a prohibited transaction which could result in additional tax consequences.