QUALIFIED CLIENT

The Advisor singularly sponsors our private investment fund (the “Fund”) and the Advisor offers the securities of the Fund under and pursuant to Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act of 1933 and Section 3(c)(1) of the Investment Company Act of 1940 and Rule 205-3 of the Investment Advisers Act of 1940; and, consequently, the Fund issues Original Issue Discount-Commercial Real Estate-Backed Securities (the “Securities”) in large minimum denominations to qualified client(s): high-net-worth individuals who meet certain financial thresholds and the Commission is required by statute to adjust for the effects of inflation the thresholds by which persons satisfy two of the prongs of the Page 6 of 14 “qualified client” definition contained in rule 205-3 of the Advisers Act. Rule 205-3 codifies the specific dollar amount thresholds and rule 205-3 exempts an investment adviser from the prohibition when the client is a “qualified client,” which includes a client that meets an assets-under-management test or a net worth test under the rule: (1) the “Assets-Under-Management Test” applies to a natural person or company that must have at least $1.1 million of assets under management with the Advisor immediately after entering into any investment advisory contract with the Advisor; or (2) the “Net Worth Test” which is to have a net worth (together, in the case of an qualified client who is a natural person, with assets held jointly with a spouse) of more than $2.2 million (excluding the value of such natural person’s primary residence and indebtedness secured by such residence) immediately prior to entering into any investment advisory contract with the Advisor.

The Commission will next adjust the thresholds for the effects of inflation on or about May 1, 2026. Additionally, the Securities shall have transfer restrictions that make them transferable only to other qualified clients.