QUALIFIED CLIENT

The Advisor singularly manages the COMMERCIAL REAL ESTATE FUND, LLC. (the “CRE FUND”) and the Advisor offers the securities of the CRE 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; the CRE FUND issues Original Issue Discount-Commercial Real Estate-Backed Securities (the “Securities”) in large minimum denominations to accredited investors: high-net-worth individuals who meet certain financial requirements set by the Securities and Exchange Commission (SEC) and to be considered a “qualified client”, an investor must meet one of the following criteria: (1) the “Assets-Under-Management Test” a natural person or company that must have at least $1.1 million of assets under management with the Advisor immediately after entering into the subscription agreement with the Advisor; or (2) the “Net Worth Test” 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 the subscription agreement. Furthermore, the Securities shall have transfer restrictions and other characteristics that make them suitable only for qualified clients.