Commercial Real Estate Fund

$50,000,000Notes and Preferred Equity

This is not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any securities in the Private Placement Memorandum (PPM) of Strategic Diversified Real Estate Holdings, LLC., and may not be relied upon in connection with the

purchase or sale of any security. Interests in the PPM, if offered, will only be available to parties who are "accredited investors" (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in the PPM on their own behalf. Any offering or solicitation will be made

only to qualified prospective investors pursuant to a confidential offering memorandum, and the subscription documents, all of which should be read in their entirety. Please discuss this, and all financial matters, with your CPA or investment advisor.

The Offering

Risk

FeesInvestors are not subject to any fees

(No purchase, sale, performance or management fees)

Payment Monthly with reinvestment option

Liquidity Investors may cash out at any time(subject to private placement conditions and management discretion to waive)

Minimum $25,000 minimum investment

Legal http://www.StrategicHoldings.com/ppm

Investment Senior NotesPreferredEquity 1-A

PreferredEquity 1-B

PreferredEquity 1-C

Coupon 5.25-9.125% 8.5% 10% 12%

Offered $10,000,000 $10,000,000 $8,000,000 $20,000,000

Ultra Low Risk Very Modest Risk

Introduction

SVP, Business Development• Sharif Shakhshir's experience spans over 25 years

of accomplishments in mortgage capital markets,fixed income, Consulting and Investor Relations.

• Most recently, he was a SVP with Bank ofAmerica / Countrywide Home Loans responsiblefor Investor Relations around collateralizationand performance for legacy RMBS.

• Previously, he worked for a boutique consulting firm, Quantitative RiskManagement, with emphasis on Fixed Income/MBS risk modeling andhedging techniques working with the largest banks and mortgageoriginators in the US.

• Mr. Shakhshir’s education and certification credentials include aMaster’s of Science degree in Financial Engineering from IllinoisInstitute of Technology and a Bachelors of Science degree in Financefrom California State University. He is a CFA Level 1 candidate and alsoholds the Financial Risk Manager certification via the Global Associationof Risk Professionals.

Invest With Confidence

Realized and Unrealized Return on Investment (ROI)

(April 30, 2014)

Realized gains on closed portfolio($11.2 million realized on $82.9 million invested)

36% 1

Unrealized gains on active portfolio($10.3 million unrealized on $25.9 million invested)

43% 2

1 Annualized ROI2 Holding Period ROI

Presentation Summary & Key Points

Strategic Diversified Real Estate Holdings, LLC is a SEC registered realestate operating company (REOC) which purchases, improves, managesand services extensively researched, discounted sub and non

performing commercial real estate notes and properties, nationwide.

For Strategic Holdings, our objective is to maximize net cash flow andreturn on investment via strategically selected and deeply discountedacquisitions, value added asset management and long term

appreciation potential.

For astute investors attracted to strong, stable, secure income from atransparent portfolio of real estate with strong fundamentals and cashflow, Strategic Holdings notes and dividend paying preferred equitysecurities are a compelling addition to your portfolio. Investors canlook forward to monthly income with yields far exceeding comparablerisk alternatives.

Portfolio Trends

Portfolio Stratification

Economic Context

Key factors underlying the business model:

Real Estate Prices

Though not solely dependent upon trends in real estate prices, numerous macro economic indicators show strengthening in commercial real estate prices.

Value AddedResearch

Our core experience and strategy is to buy and manage discounted, well-vetted real estate and notes on real estate.

Mortgage Lending

Lending standards are at historic highs while interest rates are at historic lows and likely to increase. Challenges to homeownership increase rental rates and occupancy.

Occupancy Rates

Cash flow and valuation on the real estate in the portfolio is directly related to improving occupancy metrics which we find is often just good property / tenant management.

Economic Context

Key factors underlying the business model:

Regulatory

Bank capital rules are forcing banks to liquidate sub and non performing assets else be forced to hold large amounts of capital against potential losses.

Special Servicers

These servicers acquire large portfolios of sub and non performing loans from banks and frequently hold their own auctions and sell loans at deep discounts for liquidity.

Default Maturity

Over next 7 years, $2 trillion in commercial loans will face 7 and 10 year balloon maturity dates and, due to decreased equity and tighter lending standards, are prone to default since they cannot refinance / roll into a new loan.

Mortgage Rates Rising

Multi Family Vacancy Rates Improving

Office Space Vacancy Rates Improving

Delinquency Trends Improving

Maturity Default Risk is Opportunity

Approximately $2 trillion will be maturing over the next 7 years with numerous challenges to refinancing thereby creating distressed sellers to add to our deal flow.

Invest With Confidence

Management Strength

• Management team has well over 100 years combined experience in all real estate cycles across commercial, residential, notes and properties.

• Proprietary industry connections from recurring sellers atbanks and special servicers enable regular deal flow for investing firm capital.

• Staff has extensive experience in deal sourcing, auctions, acquisitions of performing, sub-performing or even non-performing assets, real estate valuation, due diligence, property management, construction, foreclosure, loan servicing, asset liquidations, investor relations and other related skillsets.

Invest With Confidence

Aligned Interests

• Management is economically motivated to prioritize credit quality, portfolio risk characteristics, robust recurring cash flow and long term appreciation potential since Strategic Holdings Management ONLY earns salaries and excess profits AFTER investors are paid.

• In addition to $2 million funded corporate capital in first loss position, employees/family members of the company have personally invested another $1.4 million as preferred equity shareholders.

Invest With Confidence

Financial Strength

• Investors in Strategic Holdings have been paid every month, on time and in full since beginning of operations.

• For every $1.00 of cash flow from note and rental income in the investment portfolio and after payment of all interest expense and dividends to investors, $.29 still remains as a cash flow cushion.

• In addition to strong recurring income, there is also an additional $10.3 million in unrealized profit on held portfolio of notes and properties with a basis of $25.9 million (43% holding period ROI) available for distributions.

Invest With Confidence

Diversified & Profitable Portfolio

• Strategically selected, extensively researched real estate assets.

• 32% notes / 68% real estate

• 11 states / 6 different property types

• 36% historical annualized ROI on bought and sold assets

• Current cash flow from notes and properties yielding in excess of 10%

• Total Investment Basis / Asset Value = 69% (low risk)

• Portfolio acquisition / management strategy and current holdings available for review on request

Deal Cash Flows

1A - Preferred Equity

1B - Preferred Equity

1D - Management Owned 1st Loss Position($2 million)

1C - Preferred Equity

Inve

stme

nt C

ash Flo

ws

Principal and Interest

From Notes

Gain On SaleFrom Sold

Assets

Inve

stm

en

tLo

sse

s (i

f an

y)

Fixed Rate Notes

Rental Income From Leased

Properties

Management Company( 10.3 Million in Unrealized Portfolio Gains )

Management Team

Successful real estate investing requires many skillsets

Strategic Holdings Organization Chart

CEO

Investor

Relations

Business

Development CFO President

Audit

Acquisitions Loan Servicing Chief Credit

Officer

Asset

Management

Property

Management

Reposition &

Construction

Management Underwriting

Offsite Onsite

Executive Management

Leadership

• The principals of Strategic Holdings have over 100 years of combined experience in real estate investments.

• Expertise in the life cycle of real estate investment including deal sourcing, due diligence, valuations, auctions, financing, repositioning, construction / property management, cash optimization and sales.

• We have developed extensive relationships with prominent real estate professionals, lenders, and vendors critical to deal flow, financing and property management.

Executive Management

Barry Levenson

Chief Executive Officer• Over 25 years of experience in executive leadership

positions in companies such as Countrywide Bank, PennyMac, TDAmeritrade and other companies.

• B.S. in Finance and Real Estate from University of California, Berkeley and MBA in Finance, Marketing, and Entrepreneurship from UCLA.

James W. Backner

President and Chief Operations Officer• Over 20 years of experience in loan origination,

acquisition of distressed real estate and notes, repositioning of properties, and real estate sales. Former President of a real estate investment firm, which specialized in the acquisition, management, and disposition of distressed real estate

• B.S. in Finance from California State University, Northridge

Management Team

Brian Allonge

Chief Financial Officer• Over 20 years of experience in the hospitality and

commercial real estate industry with focus on timely and accurate reporting of financials as well as debt and equity raises and highly structured financing.

• B.S. and MBA in Finance from California State University, Northridge.

John Gaiser

Head of Acquisitions• Over 24 years of experience in acquisition of

distressed real estate & loans, sourcing potential investment opportunities, performing pre-acquisition due diligence and disposition strategies.

• B.S. in Business Administration from Oral Roberts University

Management Team

Jackie Trojanowsky

Chief Credit Officer• Over 25 years of lending experience, including 17

years in commercial mortgage-backed securities (CMBS). Her CMBS experience has included sourcing, underwriting, special servicing, and asset management.

• At Strategic Holdings, Ms. Trojanowsky will use her CMBS experience to establish underwriting policy and create a small-balance CMBS program. Prior to joining Strategic Holdings, Ms. Trojanowsky originated CMBS loans for GE Capital Real Estate for nine years, underwrote loans for an investor of sub-investment grade CMBS and underwrote new CMBS loans for a service provider.

• Ms. Trojanowsky is a graduate of The University of Texas at Austin, and holds a Bachelor of Business Administration with double majors in finance and marketing.

Management Team

Raul G. Gamino

Senior Acquisitions Analyst• Over 15 years in commercial loan underwriting,

servicing, sales, evaluating potential legal issues, and reviewing operational income and expense reports.

• B.S. in Finance and Real Property Management from University of Southern California, Berkeley and Juris Doctorate from Concordia Law School.

Ryan Cox

Senior Acquisitions Analyst• Over 10 years of experience in underwriting real

estate acquisition targets, due diligence on distressed properties, residential multifamily management, and budgeting.

• Graduate of United States Naval Academy and served as active duty as a U.S. Navy Seal

Investment Strategy

Desirable assets have the following common characteristics:

• Asset Type

Notes on real property have become very attractive as an asset class due to embedded cash flow and/or options to foreclose and then own and manage properties directly to extract maximum long-term value.

• DiscountTarget acquisitions particularly where “distressed seller” situation enables our basis to be ~ 65% realizable value.

• Property Type

Multi-family apartment units are attractive due to embedded cash flow characteristics and our experience to invest and improve properties to generate maximum cash flow and long-term value. Office space and retail are also dominant assets.

• Cash FlowPurchase assets with existing cash flow with opportunities to improve via management, remodeling, financing, etc.

Investment Strategy

Desirable assets have the following common characteristics:

• GeographyCapital is invested nationwide with targeting in regions with most profitable balance between local economies & cap rates.

• Locale

Strategically avoid trophy properties or hot markets. Instead, opt for secondary markets with stable toimproving fundamentals adjacent to major cities/employers.

• Leverage

Where prudent, exercise opportunities to pledge assets for financing opportunities to lower overall weighted average cost of capital and improve corporate cash flow.

• Occupancy Rates

Local occupancy rates that exceed our subject property rates suggest compelling opportunity to prudently invest & improve properties, resulting in increased property appeal, better tenant quality, higher rents and lower maintenance.

Realized Income

Estimated Gain on Held Assets

Active Portfolio

The Offering

Risk

FeesInvestors are not subject to any fees

(No purchase, sale, performance or management fees)

Payment Monthly with reinvestment option

Liquidity Investors may cash out at any time(subject to private placement conditions and management discretion to waive)

Minimum $25,000 minimum investment

Legal http://www.StrategicHoldings.com/ppm

Investment Senior NotesPreferredEquity 1-A

PreferredEquity 1-B

PreferredEquity 1-C

Coupon 5.25-9.125% 8.5% 10% 12%

Offered $10,000,000 $10,000,000 $8,000,000 $20,000,000

Ultra Low Risk Very Modest Risk

Business Outlook

Real Estate is cyclical and evolving and so are the Strategic Holdings corporate plans. We have in place action plans to maximize profitability for the following macro economic opportunities and considerations:

• Interest Rates

Quantitative Easing must eventually come to an end and, with that, mortgage and all other interest rates will rise. Home affordability will be challenged and rental rates will be stable or grow in properties we target to acquire.

• Lending Standards

Residential lenders are expected to resume more accommodative lending standards in the near future but it is expected that caution will prevail and challenges to qualifying for a mortgage to buy a house will remain.

• Real Estate Prices

With improving vacancy rates, income producing propertiesare expected to be stable at a minimum but, with our strategic purchases, we anticipate material price appreciation to bolster our balance sheet.

Business Outlook

• Financing

As the Strategic Holdings portfolio size grows, we will exercise all opportunities to finance the portfolio at the least cost. We will also aim to securitize cash flows for further reductions in cost of capital.

• Common Equity

Long term, Strategic Holdings may consider a common equity offering as an alternative capital source and to share our returns with investors.

• Maturity Defaults

Over the next 7 years, $2 trillion in commercial loans will face balloon maturity dates and are prone to default thereby creating enormous profitable acquisition opportunities for Strategic Holdings.

• Business Lines

Executive Management at Strategic Holding already has decades of experience in Commercial Lending. As balance sheet continues to grow, we intend to deploy capital to credit worthy commercial loan scenarios which further strengthen our asset portfolio and cash flow.

Contact

Sharif ShakhshirSVP, Business Development

Strategic Holdings, LLC

858-829-1605

Sharif.Shakhshir@StrategicHoldings.com

www.StrategicHoldings.com

Disclosures

This is not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any securities in the Private

Placement Memorandum (PPM) of Strategic Diversified Real Estate Holdings, LLC., and may not be relied upon in connection with the purchase or sale of any security. Interests in the PPM, if

offered, will only be available to parties who are "accredited investors" (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in

investing in the PPM on their own behalf. Any offering or solicitation will be made only to qualified prospective investors

pursuant to a confidential offering memorandum, and the subscription documents, all of which should be read in their

entirety. Please discuss this, and all financial matters, with your CPA or investment advisor.

http://www.StrategicHoldings.com/ppm