QUALIFIED CLIENTS

The Advisor exclusively sponsors and manages our private fund, the COMMERCIAL REAL ESTATE FUND, LLC. (the “CRE FUND”) pursuant to Rule 501 and 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, issuing securities in large minimum denominations to accredited investors-high-net-worth individuals who qualify as a “qualified client”, a natural person or company that must: (1) have at least $1.1 million of assets under management with the Advisor immediately after entering into the subscription agreement with the Advisor (the “Assets-Under-Management Test”); or (2) have a net worth (together, in the case of a eligible investor 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 (the “Net Worth Test”). Furthermore, the Securities shall have transfer restrictions and other characteristics that make them suitable only for qualified clients.