ADDITIONAL DISCLAIMERS

This presentation (the “information”) has been prepared solely for informational purposes, could omit certain material information about RD Real Estate Debt Fund II, L.P. (the “Fund” or “RDREDFII”) and is intended solely for your use. The information is not to be used or considered as an offer to sell, or a solicitation of an offer to buy, any security or the provisions of an offer to provide investment or other services. Any offer of securities in the Fund will be made through a Private Placement Memorandum (PPM),  Limited Partnership Agreement, and Subscription Agreement, which will supersede any statements made in this document, and can be accessed by clicking on the links provided. In addition, interests in the fund will only be sold to “accredited investors,” as defined under U.S. federal securities laws, with additional limitations. By accepting this document, you represent that you are an accredited investor, that you meet all applicable qualifications in your jurisdiction to receive this information relating to investments in the Fund and represent that you understand the risks  involved in any investment in the Fund.

Nothing in this presentation constitutes investment, legal, accounting, or tax advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances. Investments in the Fund are not suitable to all investors.  Each person receiving this document is responsible for obtaining all such advice as it thinks appropriate on such matters  and for making its own independent investigation and appraisal of the risks, benefits, and suitability of any such transaction  as to itself. Investments in the Fund involve a high degree of risk. They are speculative and suitable only for persons who  have substantial financial resources and have no need for liquidity in this investment.

Further, any such transaction should  only be made by those who understand or have been advised of the tax consequences of and risk factors associated  with such transactions and who are able to bear the substantial economic risk of the transaction for an indefinite period of time. The Fund is not and will not be registered under the Investment Company Act and its manager, RD Advisors LLC, is not considered an investment adviser under the Investment Advisers Act and as such is not subject to the same regulations  and investor protections as a registered investment adviser or an investment adviser would be. Averages shown are just  averages, so that there is likely no investment made at these particular prices, they do not represent the actual terms of a transaction in any asset of the Fund, and do not represent the value or market value of any asset.

This information is preliminary in nature, and is subject to amendment or change without notice. The Fund has no obligation  and makes no promise to update such information if needed. The information is based on matters as they exist as of the  date of this presentation and not as of any future date, and will not be updated or otherwise revised to reflect information  that subsequently becomes available, on circumstances existing or changes occurring after the date hereof.

The information addresses only certain aspects of the applicable assets of the Fund and thus does not provide a complete assessment. As such, the information may not reflect the impact of all structural characteristics of such assets, including,  without limitation, conversion events and cash flow priorities at all prepayment speeds and / or interest rates. You should  consider whether the behavior of these assets should be tested at assumptions different from those included in the  information. The information is provided to you on the understanding that, as a sophisticated participant in the financial  markets, you will understand and accept its inherent limitations, will not rely on it in making any investment decision with  respect to any of the securities or other assets that you may purchase, and will use it only for the purpose of discussing with the Fund your preliminary interest in an investment.

Some of the information includes information extracted or reprinted from external sources and is identified as such. The  Fund makes no representation or warranty as to the accuracy, reliability, or completeness of such information. Recipients should refer to the original material and form their own opinion as to the accuracy, reliability, or completeness of such  information.

The borrowers are permitted by their loan documents to, and sometimes do, use advances to repay interest or principal owing to the fund.  In addition, the fund and its manager are permitted by the fund governing documents to waive or forgive defaults and restructure loans, which happens frequently, as well as to make new advances to repay existing principal, interest and other obligations to the Fund and occasionally does so. These features are a necessary component of the fund's strategy of holding loans to maturity but result in return figures and default statistics that are different from those of funds not permitted to enter into these actions and not allowing borrowers to enter into these actions (which, for example, is more likely to be the case for funds having an originate and sell strategy). 

The strategies and allocations shown are a snapshot of strategies and allocations of the Fund as of the date shown. While  the overall investment strategy is set in the Fund’s offering and subscription documents, within these parameters, the Fund manager can change, among others, investment strategies, diversification strategies or risk monitoring goals, duration, investment objectives and allocations. As strategies change, these changes are likely to affect performance, allocations  and returns. Actual investment practices may vary depending on economic climate and investment opportunities. With  respect to the present document and/or its attachments, we make no warranty or representation, whether express or  implied, for the accuracy, completeness or usefulness of any information disclosed. Certain information is based on data  provided by third-party sources and, although believed to be reliable, it has not been independently verified and its   accuracy or completeness cannot be guaranteed and should not be relied upon as such. Investment return and the  principal value of an investment will fluctuate and may be quite volatile. In addition to exposure to adverse market  conditions, investments may also be exposed to changes in regulations, change in providers of capital and other service providers. Any opinions expressed herein represent current opinions only. We accept no liability for loss arising from the use  of this material. However, federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and nothing herein shall in any way constitute a waiver or limitation of any rights that an investor (or client)  may have under federal or state securities laws.

Certain information contained in this presentation constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,”  “aim,” “anticipate,” “intend,” “continue” or “believe” or the negative or grammatical variations thereof or comparable  terminology. Due to various risks, uncertainties or various events or results, the actual performance of the Fund or actual  measures of other metrics may differ materially from that reflected or contemplated herein and qualified by such forward-  looking statements. In addition, some of the information includes the opinion of the Fund on or interpretation of various  economic trends – and it is meant to be just that, an opinion or an interpretation, not a fact. Prospective investors should use their judgment and form their own opinion to decide on whether they agree with the Fund.