REDWOOD CAPITAL MANAGEMENT, LLC

Redwood Capital Management, LLC (hereinafter “Redwood Capital”, “Redwood”, “we”, “us”, “our” or the “Firm”) is an investment management firm focused on investing in credit and other opportunities in stressed and distressed companies. Redwood was founded in 2000. Redwood is wholly owned by Redwood Capital Management Holdings, LP, a Delaware limited partnership. An entity controlled by Ruben Kliksberg, the Chief Executive Officer and Chief Investment Officer of Redwood, serves as the general partner of Redwood Capital Management Holdings, LP. Entities controlled by Mr. Kliksberg are the principal owners of Redwood and its affiliates and accordingly Mr. Kliksberg has ultimate decision-making authority with respect to Redwood. Redwood has been registered with the SEC since March 2012, and has its principal place of business in New York, New York. Redwood also has an office in the Miami, Florida area. Redwood provides advisory services on a discretionary basis to its clients (as defined below). Redwood currently manages several master investment funds (“Master Funds”), each of which is funded by dedicated offshore and onshore feeder funds (“Feeder Funds”) (collectively, the “Private Funds”). Redwood also provides sub-advisory services to a managed account managed by a third-party manager (the “Managed Account”), which is treated as a Private Fund for purposes of this Brochure unless otherwise noted. Redwood may organize additional private investment funds in the future which utilize similar or different investment strategies than the Funds. As used herein, the term “client” generally refers to each Fund. The advice Redwood provides to its clients is tailored according to the investment objectives, guidelines and requirements set forth, with respect to each Fund, in its respective Offering Memorandum (each, a “Memorandum” and together with any other governing documents with respect to a client, the “Governing Documents”). As of February 28th, 2026, Redwood managed approximately $10.96 billion in regulatory assets under management, on a discretionary basis, and $0 on a non-discretionary basis, across the Funds.

Fees and Compensation Management fees may vary with each client and are explained more fully in each client’s Governing Documents. Redwood is generally paid a management fee quarterly, billed either in advance or in arrears in accordance with the terms of the relevant agreement with each client. The management fee is generally 1.0%-1.50% per annum (depending on the Fund) based upon the net asset value of the shares or interests of each Fund held by investors. Additionally, Redwood or its affiliate may receive (i) annual performance-based compensation of up to 20% of the realized and unrealized net profits of a Fund (“Incentive Compensation”) or (ii) a portion of the distributions of the net profits of a Fund that would otherwise be distributed to such Fund’s investors (“Carried Interest”), in each case as provided for in the applicable Governing Documents. Certain investors will not bear Incentive Compensation on profits until any respective aggregate net losses from any prior period are recovered. Additionally, some clients or investors may enter into agreements which do not include performance-based compensation provisions. Performance-based compensation may vary with

each client and is explained more fully in each client’s Governing Documents. In addition, for Redwood Opportunity Master Fund, Ltd., receipt of performance-based compensation is subject to a hurdle rate as explained more fully in the applicable client’s Governing Documents. Redwood or its affiliate, as applicable, may waive, modify or calculate differently the management fee and any performance-based compensation paid by any client or investor in a Fund on a case-by-case basis. Unless otherwise agreed upon with a client, management fees and performance-based compensation are generally debited directly from Fund accounts and are billed to the Managed Account. Management fees are prorated for partial periods. Incentive Compensation is generally charged at fiscal year-end but may be charged during a fiscal year upon an investor’s redemption from a Fund, as applicable. Redwood also receives Carried Interest on current income from Redwood Enhanced Income Fund, LP on a quarterly basis. In the event of the termination of an investment management agreement between Redwood and a client, the client will receive a refund of pre-paid fees attributable to any period after termination, pursuant to the terms of such investment management agreement. Management fee refunds on intra-period withdrawals are based on the number of days left in the period and the amount withdrawn, and in the case of partial withdrawals, are credited against the next management fee charged. No Redwood employee is compensated for the sale of securities or other investment products. Expenses As more fully described in each Fund’s Governing Documents, the Funds will generally bear expenses in connection with their operations, which may include, without limitation: fees paid to Redwood and the administrator; any and all fees, costs and expenses incurred in connection with legal, tax, financing, accounting, auditing, advisory, procurement, other professional services, commissions payable to third parties (including finders' fees and brokerage commissions), prime brokerage services, commercial banking (including, without limitation, fees and expenses incurred in connection with the maintenance of bank or custodian accounts, bank service fees), consulting, underwriting and private placement (including commissions and discounts), transfer and depository services and due diligence (including market, technology, financial and intellectual property diligence or background checks), in each case, provided or otherwise related to the applicable Fund, its activities and its investments (whether or not previously disposed) and prospective investments (whether or not consummated); Fund-related insurance costs to the extent obtained (including, but not limited to, Redwood’s group insurance policy, D&O and E&O insurance for Redwood and its affiliates or other similar insurance policies, financial institution bond insurance, representation and warranty insurance, cyber-insurance and any other insurance for coverage of liabilities to any person that are incurred in connection with the activities of a Fund) to protect the Fund, any principal or controlling entity of Redwood, Redwood and its affiliates, the members and partners of Redwood and its affiliates, and/or the directors, officers, employees, controlling persons, affiliates or agents of Redwood and its affiliates, and certain others in connection with the activities of a Fund and any other persons serving on the boards of directors (or equivalent) of any investments at the request of a Fund, and any costs or commissions associated with insurance brokers; research expenses, including subscription fees, expertnetworks, market and third-party data sources, information service subscriptions, artificial intelligence subscriptions, other research-related expenses and news and quotation equipment, software and services; costs and expenses related to Bloomberg Professional Services; amounts incurred in connection with or incidental to acquiring, maintaining or licensing software (including, without limitation, license, subscription and usage fees), including Redwood’s portfolio and trade/order management and other software licenses; investment expenses, such as interest on margin accounts and interest on borrowings and indebtedness and any transactions having a similar leveraging effect, including amounts incurred in

connection with or incidental to arranging financing and indebtedness and guaranteeing the obligations of any investments or any assets thereof), valuation expenses; direct fees and expenses, such as legal fees and due diligence expenses, related to the sourcing, investigating, evaluating, developing, negotiating, analysis, bidding on, structuring, consummating, acquiring, purchasing, trading, settling, maintaining, holding, monitoring, restructuring, selling, exchanging or disposing of securities or other investments, regardless of whether or not the investment, restructuring, sale, exchange, disposition or transaction is consummated (including, without limitation, any merger fees, “break-up” fees, termination fees or other similar brokendeal fees payable to third parties); and any and all fees, costs and expenses incurred in connection with regulatory matters relating to a Fund and a Fund’s compliance with applicable laws, rules, regulations, policies, directives and special measures (including, but not limited to, Form PF, Section 13, Section 16, Form D, the Foreign Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings); Additionally, Feeder Fund assets invested in a Master Fund bear a pro rata share of the expenses associated with such Master Fund. The allocation of expenses by Redwood between it and any client and among clients represents a conflict of interest for Redwood. To address this conflict, Redwood has adopted and implemented policies and procedures for the allocation of expenses. Redwood allocates expenses to each client in accordance with the client's arrangements with Redwood (including applicable client disclosures). Redwood seeks to allocate shared expenses for products and services benefitting Redwood and the client which are not already covered in the client's arrangements in a fair and reasonable manner. Redwood may use a variety of methods to allocate common expenses among clients, including methods based on assets under management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by each client from a product or service, the size of a client’s investment, or other relevant factors. Nonetheless, the portion of a common expense that Redwood allocates to a client for a particular product or service may not reflect the relative benefit derived by such client from that product or service in any particular instance. Redwood may deviate from this standard allocation method if it determines that an expense disproportionately benefits a particular client or group of clients. Redwood’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by Redwood in good faith will be final and binding on each client.

Methods of Analysis Redwood focuses on distressed and stressed investments primarily in the fixed income markets. These situations typically involve a redistribution of a security when other market participants are either selling and/or avoiding it due to a company specific or industry-related problem. Each of Redwood’s analysts is assigned to cover multiple market sectors, and a portion of their responsibilities includes monitoring their respective sectors to identify potential market dislocations. In evaluating individual opportunities within any given sector, Redwood relies significantly upon fundamental research. In doing so, Redwood uses many sources of information in its analyses, including financial filings, business, economic, financial and other publications, trade journals, third-party data services, outside research, and one-on-one conversations with company management teams, suppliers, customers, end users and sector specialists, as well as lawyers and academic specialists. In addition, Redwood may utilize third-party consultants to provide it with fundamental and technical research, including, but not limited to, information regarding various markets, industries and companies.

General Investment Strategies As noted above, Redwood’s core competency is in analyzing companies that are facing some form of stress, which can be as a result of industry issues (pricing, lack of demand, technological change, etc.), management issues, and legal or regulatory issues, among others. Redwood believes the markets for these types of securities are frequently inefficient because existing holders are often unprepared or ill-equipped to evaluate the impact that business problems will have on the value of their securities. There are many different types of stressed and distressed instruments in which Redwood invests, including, but not limited to, senior bank debt, senior notes, subordinated notes, trade claims, liquidating trusts, and litigation trusts. Redwood also invests, or may invest, in other instruments which, in its view, complement its main strategies, including high yield bank debt and bonds, U.S. or non-U.S., publicly traded or privately issued or negotiated common stocks, preferred stocks, stock warrants and rights, sovereign debt, corporate debt, bonds, notes or other debentures or debt participations, convertible securities, swaps, options (purchased or written), futures contracts, commodities and other derivative instruments, foreign currencies, partnership interests and other securities or financial instruments including those of investment companies. Redwood may take long or short positions, as it deems appropriate and subject to any client-specific, market or regulatory limitations, in any of the investment instruments noted above. Redwood may utilize leverage in the form of direct borrowings. Also, as noted above, Redwood may utilize certain derivatives instruments which contain inherent leverage, including, but not limited to, swaps and options. Key Risks of Redwood’s Investment Strategies Below is a summary of potential, material risks for Redwood’s investment strategies, the methods of analysis used, and/or the particular types of investments that a Fund may invest in. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in a Fund. Investors should ultimately refer to the applicable Governing Documents for detailed disclosures regarding their investment. All investing involves a risk of loss that investors should be prepared to bear, including the risk that the entire amount invested may be lost. The investment strategies offered by Redwood could lose money over short or long periods of time. Identifying undervalued securities and other assets is difficult, and there are no assurances that Redwood’s investment strategies will succeed. Redwood cannot give any guarantee that it will achieve the investment objectives it establishes for a client or that any client will receive a return of its investment. Certain specific risk factors applicable to Redwood’s investment strategies are set forth as follows: Market Risks. The profitability of a significant portion of Redwood’s investment program depends to a great extent upon correctly assessing the future course of price movements of securities and other investments. There can be no assurance that Redwood will be able to predict accurately these price movements. Redwood’s investment strategies could lose money over short or long periods of time, and there are no assurances that the strategies will succeed. Nature of Investments. Redwood has broad discretion in making investments for client accounts. Investments will generally consist of securities and other assets that may be affected by business, financial, market or legal uncertainties. There can be no assurance that Redwood will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic

or international economic and political developments, may significantly affect the results of Redwood’s activities and the value of client investments. In addition, the value of client portfolios may fluctuate as the general level of interest rates fluctuates. No guarantee or representation is made that any client account will achieve its investment objective. High Risk Investments. Redwood invests in debt and equity securities, accounts and notes payable, loans, private claims and other financial instruments and obligations of troubled companies, which involve a substantial degree of risk. Clients may lose their entire investment in a troubled company, may be required to accept cash or securities with a value less than the original investment and may be prohibited from exercising certain rights with respect to such investment. Troubled company investments may not show any returns for a considerable period of time. Funding a plan of reorganization involves additional risks, including risks associated with equity ownership in the reorganized entity. Troubled company investments may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the U.S. Bankruptcy Court's discretionary power to disallow, subordinate or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve substantial litigation. Special Situations. Redwood may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies or sovereign debt involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, Redwood may be required to sell the investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the clients may be invested, there is a potential risk of loss by clients or their entire investments in such companies. In connection with such transactions (or otherwise), Redwood may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and is often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price or interest rate receivable with respect to a when-issued security can be fixed when Redwood enters into the commitment. Such securities are subject to changes in market value prior to their delivery. Commercial Loans. An investment in interests in syndicated, commercial bank loans, whether acquired through assignment or participation, may involve certain risks. Under the agreements governing most syndicated loans, should Redwood, as the manager for one or more holders of an interest in a syndicated loan, wish to call a default or exercise remedies against a borrower, it could not do so without the agreement of at least a majority of the other lenders. Further, actions could be taken by a majority of the other lenders, or in some cases, a single agent bank, without the consent of Redwood. Redwood, on behalf of its clients, would, nevertheless, be liable to indemnify the agent bank for clients’ ratable share of expenses or other liabilities incurred in such connection and, generally, with respect to the administration and any renegotiation or enforcement of the syndicated loans. Moreover, an assignee or participant in a loan may not be entitled to certain gross-up payments in respect of withholding taxes and other indemnities that otherwise might be available to the original holder of the loan. If an interest is acquired through a participation, clients would, to some extent, bear the credit risk not only of the distressed company borrower, but of the financial institution from which the participation is acquired. In purchasing participations, the clients may have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and such clients may not directly benefit

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Redwood primarily provides investment advice to Funds, as described above. Investors in Funds may include individuals, corporate and other institutional clients, and clients that are formed for the purpose of investment and are exempt from registration under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”). Redwood, however, is not precluded from advising types of clients that are not listed above. Investors in the Funds are generally required to make minimum initial investments, as described in the applicable Fund’s Governing Documents. Such minimum investments, however, may be (and have been) waived or modified by Redwood, in its sole discretion. In order to invest in any of the Funds, an investor must be an accredited investor and, to the extent applicable, if subject to performance-based compensation, a qualified client as defined by Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 205-3 thereunder. Additionally, all investors in the Private Funds exempted from the definition of investment company by virtue of Section 3(c)(7) of the Company Act must be qualified purchasers as defined in Section 2(a)(51) thereof and the rules thereunder. Redwood is under no obligation to accept any prospective client or investor and may decline acceptance of a prospective client or investor in its sole discretion.

As noted in Item 5, Redwood or an affiliate receives performance-based compensation from certain clients. Such performance-based compensation may create an incentive for Redwood to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. Further, the variation of performance-based compensation structures among Redwood’s clients may create an incentive for Redwood to direct the best investment ideas to, or to allocate or sequence trades in favor of, a client that bears higher performance-based compensation or performance-based compensation providing for payment to Redwood at different times or over different time intervals than another client. Certain Funds hold investments for which Redwood or an affiliate receives performance-based compensation only upon the sale or deemed realization of the Funds’ investments. To the extent Redwood or an affiliate is entitled to performance-based compensation from such Funds upon the sale or deemed realization of investments, Redwood may have an incentive to delay the realization of such an investment. Redwood has procedures designed and implemented to provide reasonable assurance that all clients are treated fairly and equitably. Specifically, Redwood maintains procedures designed to address the allocation

of investment opportunities among clients as well as the manner in which investments are valued. Our allocation policy seeks to ensure that we allocate investment opportunities across accounts fairly and equitably over time based upon our policies and procedures. In addition, each Fund retains a third-party administrator which independently calculates, among other things, profit/loss allocations, management fees and performance-based compensation. While Redwood generally trades some or all of the same instruments for certain of the Funds, there may be times when investments that are appropriate for a particular Fund may not be so for other Funds as further described in Item 12.

Relationships or Arrangements with Industry Participants Certain of the Funds have entered and/or may in the future enter into agreements, or “side letters,” with certain prospective or existing investors whereby such investors including such persons that may be affiliated with Redwood may be subject to terms and conditions that are more advantageous than those set forth in the Governing Documents for the Fund. For example, such terms and conditions may provide, and have provided (as applicable), for special rights to make future investments in the Fund, other investment vehicles or managed accounts, as appropriate; special redemption rights relating to frequency or notice; a reduction or rebate in fees to be paid by the limited partner or shareholder and/or other terms; rights to receive reports from the Fund on a more frequent basis or that include information not provided to other limited partners or shareholders (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Fund and such limited partners or shareholders. Interests in a Fund may be offered in classes, sub-classes, series or other similar designations with the purpose of modifying the general terms otherwise applicable to an investment in such Fund, including, without limitation, to limit or exclude participation by certain investors in the profits and losses attributable to Fund investments operating in particular industries, as further described in the applicable Fund’s Governing Documents. The modifications are solely at the discretion of the Fund and may, among other things, be based on the size of the limited partner’s or shareholder's investment in the Fund or affiliated investment entity, an agreement by a limited partner or shareholder to maintain such investment in the Fund for a significant period of time, or other similar commitment by a limited partner or shareholder to the Fund.

Certain current and former members, partners, principals, employees or affiliates of Redwood or its affiliates (including relatives, estate planning vehicles, foundations or other entities of such persons) are encouraged to invest significant portions of their liquid net worth in certain Funds that permit voluntary withdrawals or redemptions. Accordingly, in order to maintain personal liquidity, all such affiliated investors are permitted to make withdrawals or redemptions (as applicable) on a more frequent basis and subject to significantly shorter notice periods than other investors in such Funds. In addition, Redwood may also invest amounts in the Funds intended to cover future Redwood expenses, including employee salaries and bonuses, and the Funds will waive certain withdrawal terms on these amounts.

Code of Ethics Redwood’s Code of Ethics (“Code”) sets forth the standard of business conduct expected of all Redwood employees, officers, members and partners (or other persons occupying a similar status or performing similar functions) and any other person who provides advice on behalf of Redwood and is subject to Redwood's supervision and control (such persons being referred to herein as “Employees”), reflecting Redwood’s fiduciary obligations, supervisory requirements and duty to comply with applicable federal securities laws. Redwood and its Employees may give and/or receive gifts, services or other items to/from any person or entity that does, or may be reasonably expected to solicit, business with or on behalf of Redwood. Redwood has adopted policies and procedures governing gifts and business entertainment, which includes disclosure of gifts and business entertainment in excess of certain de minimis thresholds and pre-clearance by the Chief Compliance Officer prior to giving/receiving gifts above a certain de minimis threshold. Redwood or its related persons, in the course of their investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which Redwood or its related persons have invested or seek to invest on behalf of clients. Redwood is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. Redwood maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that Redwood is meeting its obligations to its clients and remains in compliance with applicable law. In certain circumstances, Redwood may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but Redwood will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, Redwood will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that Redwood possesses such information), or not using such information for the client’s benefit, as a result of following Redwood’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. Redwood will make available at its offices in New York, New York, a copy of the Code to any client or prospective client upon request. Personal Trading The Code requires Redwood’s Employees to report their personal securities holdings and transactions to Redwood’s Chief Compliance Officer or his designee. The Code requires each broker-dealer used by an Employee to provide duplicate personal account statements and trade confirmations directly to Redwood.

The Code also requires Redwood to review these reports periodically. Redwood does not permit any Employee to participate in initial public offerings (“IPOs”) or purchase private placements without the prior approval of the Chief Compliance Officer or his designee. All Redwood Employee personal trades (e.g., purchases or sales of long positions, entering into or covering short positions) must be pre-cleared by the Chief Compliance Officer or his designee for all covered securities other than purchases or sales of currencies, direct obligations of non-U.S. governments, commodities and exchange traded funds (“ETFs”), provided that the Redwood Employee is not investing in a certain ETF for the primary purpose of gaining exposure to a particular individual security, purchases or sales that are non-volitional on the part of a Redwood Employee such as purchases or acquisitions arising from stock dividends, dividend reinvestments, stock splits, mergers, consolidations, tender offers or exercise of rights, purchases or sales pursuant to a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan); and transactions effected in any account over which the Employee has no direct or indirect influence or control (e.g., blind trust, discretionary account or trust managed by a third party), subject to compliance with certain certification policies. Generally, pre-approval to purchase or sell a long position, or enter into or cover a short position, will not be granted with respect to any issuer in which a client is invested or may be expected to invest. Additionally, most personal positions must be held for not less than 30 calendar days. Any exceptions to this policy must be expressly approved by the Chief Compliance Officer. Redwood’s personal trading policy is designed in part to prevent Redwood Employees (which includes for purposes of the policy spouses, children or other dependents residing with the Employee) from purchasing or selling securities on or about the time that such securities are purchased or sold by a Redwood client. However, it is important to note that, at any given time, related persons of Redwood may own the same securities owned by Redwood clients. At times, Employees of Redwood (or their immediate family members) may invest in the Funds, either through interests in Redwood or through the purchase of limited partnership or other ownership interests. Certain current and former members, partners, principals, employees or affiliates of Redwood or its affiliates (including relatives, estate planning vehicles, foundations or other entities of such persons) who invest in the Funds may not pay any management fees or bear any performance-based compensation, and may be subject to different redemption or withdrawal terms (as described in Item 10 above), but are subject to the same expenses as other investors. Cross Trades and Principal Transactions Cross transactions enable Redwood to effect a trade between two clients for the same security at a set price, thereby possibly saving commission costs for both accounts. Redwood has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Such trades present a conflict of interest because Redwood represents the interests of both the selling account and the buying account in the same transaction and may have a financial incentive to favor one client account over the other due to different fee arrangements or otherwise. This conflict is expected to be greater in cases where there is no ready market for the investment and/or Redwood or its affiliates, or their respective members, principals and/or employees own a substantive portion of a client account that engages in the transaction. Redwood has adopted certain procedures to be followed to address any conflict of interest with respect to these transactions. Cross trades will not be executed for any Fund where such trade would not be permitted under applicable law. All cross trades must be approved in advance by the Chief Compliance Officer. From time to time, certain transactions between clients may constitute principal transactions within the meaning of the Advisers Act due for example, to significant beneficial ownership of a Fund by Redwood

and/or its related persons. Redwood shall ensure that any such transactions are conducted in accordance with applicable regulations and do not unfairly disadvantage any Fund. Trades effected between a principal account and another Fund must be approved in advance by the Chief Compliance Officer who will ensure that such trading is conducted properly. In proposed principal transactions involving certain Funds, the Funds’ boards of directors and/or limited partner advisory committee are authorized to consider and, on behalf of the Fund, approve or disapprove, to the extent required by applicable law (including the Advisers Act), principal transactions and certain other related-party transactions. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of Redwood, its affiliates and its personnel (each an “Advisory Affiliate” and, collectively, the “Advisory Affiliates”). Redwood has established policies and procedures to monitor and resolve conflicts and will endeavor to resolve conflicts with respect to investment opportunities in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. The Advisory Affiliates serve as investment adviser, investment manager or general partner to various client accounts and conduct investment activities for their own accounts. Certain clients have investment objectives and implement investment strategies similar to, and different from, each other. In this regard, although certain clients can be expected to co-invest in many of the same securities and issuers, the portfolios of certain clients may at times trade differently from each other because of, among other things, differences in their respective strategies (including, without limitation, the use of leverage and portfolio concentration levels), applicable investment restrictions, liquidity profiles, cash flows, the amount of capital available for investment, preservation of capital for other investment opportunities, current portfolio compositions and risk management considerations, tax considerations, the need for cash to satisfy expenses and/or other considerations or parameters. Accordingly, Redwood gives, from time to time, advice or takes action with respect to the investments of one or more Funds that may not be given or taken with respect to other Funds with similar investment programs, objectives, and strategies. For example, there may be times where certain Funds: (i) do not establish a position that is in the portfolio of one or more other Funds; or (ii) maintain or increase a position that is being covered or reduced in the portfolio of one or more other Funds. While Redwood is accountable to the Funds as a fiduciary and, consequently, must exercise good faith and integrity in handling each Fund’s business, prospective investors should be aware of the existence of such actual and potential conflicts of interest. In the event a conflict of interest arises, Redwood will seek to address such conflict in a manner that it believes to be fair and reasonable to its clients. A client may, from time to time, make multiple investments in a portfolio company whether in different parts of the capital structure (e.g., equity and debt) or otherwise. Additionally, a client may, from time to time, make an investment in a portfolio company in which one or more other clients may have or make investments whether in different parts of the capital structure of such company or otherwise. Redwood may face a conflict in this regard because one Fund’s investment in a portfolio company could also benefit one or more other Funds and/or affiliates by providing valuable new capital to the portfolio company in which such other Funds and/or affiliates have a significant investment, including other Funds that pay higher fees than the applicable Fund. Depending on timing, among other factors, the transactions for one Fund and/or affiliates could be subject to better terms than another Fund’s transactions in the same portfolio company. Further, Redwood may make different decisions with respect to a portfolio company than decisions that may be made for other Funds and/or affiliates of Redwood that also hold the same or similar interests. In some cases, certain Funds and/or affiliates could take actions that prove to be adverse to other Funds, including but not limited to making subsequent investments in a portfolio company at better terms than those one or more other Funds received, participating in a subsequent investment in the portfolio company that dilutes a Fund’s interests in a portfolio company, and/or participating in other transactions that may

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Trading and Execution Redwood has the authority to select prime brokers and executing brokers (“Brokers”), as applicable, for client accounts. Client assets will generally be cleared and custodied at global broker-dealers. Redwood utilizes many Brokers to execute trades for its clients. Prior to engaging Redwood to provide investment advisory services, each client is required to enter into (i) a formal agreement with Redwood (generally as part of the limited partnership agreement for US Funds or an investment management agreement for Offshore Funds) setting forth the terms and conditions under which Redwood will manage the client’s assets, and (ii) a separate custodial/clearing agreement with each prime broker. Factors that Redwood considers in utilizing a Broker may include (i) the price, (ii) the Brokers’ operations, reliability and relative creditworthiness, (iii) the ability of the Broker to effect the transactions, (iv) the provision or payment by the Broker of the costs of brokerage or research products or services, and (v) the ancillary services provided by such Broker such as capital introduction services, the generation of investment ideas and research services provided. The commissions and/or transaction fees charged by a Broker may be higher or lower than those charged by other broker-dealers. Redwood will not receive any portion of the brokerage commissions and/or transaction fees charged to clients. The brokerage commissions and/or transaction fees charged by any Broker are exclusive of, and in addition to, Redwood’s management fee. Although the commissions paid by Redwood’s clients will comply with Redwood’s duty to obtain best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where Redwood determines, in good faith, that the commission

is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Redwood will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. Redwood will periodically evaluate the execution performance of Brokers executing its transactions. Soft Dollars At this time, Redwood does not obtain material third-party soft dollar services from brokers in connection with the execution of trades. However, Redwood reserves the right to enter into such arrangements in its sole discretion, subject to the approval of a portfolio manager and the Chief Compliance Officer. In the event Redwood enters into such arrangements, in return for effecting securities transactions through a Broker, Redwood may receive certain investment research products and related services which assist Redwood in its investment decision-making process for the client, all of which (except for services that would otherwise be an expense of a Fund) are generally intended to be in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Research products and related services furnished by Brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies, data and forecasts; statistics and pricing services; as well as discussions with research personnel and other services utilized in the investment management process. Although the investment research products and/or services that may be obtained by Redwood may be used to service some or all of Redwood’s clients, a brokerage commission paid by a specific client may be used to pay for research that is not used in managing that specific client’s account. Aggregation and Allocation Redwood strives to treat each client fairly. Redwood’s obligation to treat all clients fairly, however, does not necessarily mean that Redwood has an obligation to treat all clients identically. Certain investors are not legally (or otherwise) permitted to share in IPOs while other clients may participate in IPOs. Additionally, if any client is restricted from purchasing a particular security due to any legal, tax or other regulatory reason or voluntary limitation, such client will not be allocated any portion of such security irrespective of the pre-existing formula described herein. As a result, Redwood will not be obligated to allocate an investment opportunity across all of its clients and may at times sell a position for one or more of its clients, while it continues to hold the position for other clients. In general, investment decisions for a client are made in accordance with the investment objectives, guidelines, liquidity needs and cash availability of each client. Investment decisions frequently affect more than one client; thus, it is inevitable that, at times, it will be desirable to acquire or dispose of the same securities for more than one client at the same time. In many cases, a decision to execute a trade may be made based on securities available in the marketplace, with specific allocations to individual clients made by considering each respective client’s (i) investment objectives and guidelines, (ii) current and prospective liquidity, (iii) overall size, (iv) overall current exposure to investments of a similar nature, and/or (v) appetite or tolerance for risk/volatility. When appropriate Redwood may, but is not required to, aggregate client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Trades placed for multiple clients will generally be placed as block orders and allocated to clients at the same execution cost or based on the average price achieved for such trades.

Notwithstanding the foregoing, Redwood recognizes that in certain circumstances strict compliance with the policy may not be prudent or feasible and that conditions may warrant deviation therefrom. In such circumstances, Redwood’s investment personnel may elect to employ an alternate allocation for such potential investment which, in their reasonable judgment, reflects the best investment outcome for the eligible clients. Trade Error Policies and Procedures Redwood addresses trade errors in accordance with the terms of the relevant Fund’s governing documents, but in no case will a client be responsible for any act or omission by Redwood performed or omitted in bad faith, or constituting fraud, willful misconduct or gross negligence. Each of Redwood and its affiliates may consult with counsel and accountants in respect of the client’s affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel and/or accountants, provided that they shall have been selected in good faith. The foregoing provisions will not be construed so as to provide for the exculpation of Redwood or any affiliate for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law. In particular, but without limiting the immediately preceding sentence, Redwood and its affiliates acknowledge that in rendering their services to a client, Redwood and its affiliates are subject to applicable fiduciary duties under the Advisers Act, which are not subject to waiver or limitation, including a duty of care and a duty of loyalty. Trade errors made in respect of accounts subject to the Employee Retirement Income Security Act of 1974, as amended, will be corrected as set forth in the applicable investment management agreements and/or disclosure documents, and in accordance with all applicable laws and regulations, which may be different than the Funds. Additional Brokerage Considerations From time to time, brokers (including prime brokers) may assist the Funds in raising additional funds from investors, and representatives of Redwood may speak at conferences and programs sponsored by such brokers for investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors in the Funds would have the opportunity to meet with representatives of Redwood. Currently, neither Redwood nor the Funds compensate any broker for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. The Funds may accept subscriptions from investors who also provide services to the Funds, including brokers and their affiliates. Relationships such as these could be viewed as creating a conflict of interest that potentially could affect Redwood’s ability to seek best execution. While Redwood’s relationship with brokers may influence Redwood in deciding whether to use such broker in connection with brokerage, financing and other activities of the Funds, Redwood does not commit to allocate a particular amount of brokerage to a broker in any such situation. Furthermore, Redwood conducts periodic best execution reviews in an effort to identify and mitigate compliance risks associated with brokerage relationships, and to determine that Redwood is obtaining best execution for clients’ accounts.

Redwood has entered into and may in the future enter into certain solicitation arrangements for the purpose of introducing investors to the Funds. Pursuant to such arrangements, Redwood may make cash payments to the solicitor that constitute a portion of the fees that Redwood receives from each Fund investor referred by such solicitor. Such payments may also be made by such Funds, which will then be reimbursed by Redwood, including by way of a management fee credit. Such Fund investors will not be charged extra fees by Redwood, although they may pay fees directly to such solicitor.

This item is inapplicable, because Redwood has no reportable disciplinary information.

Redwood’s portfolio managers are responsible for evaluating investments, reviewing portfolios for each client and making asset allocation decisions. Each portfolio is reviewed on an ongoing basis according to

the client’s investment objectives and pursuant to the stated investment strategies of the respective Funds. Portfolios are reviewed for performance, liquidity, diversification and risk. The investors in each respective Fund receive monthly statements detailing their account information, including the account’s beginning and ending equity, and the account’s performance for that period.

Redwood is generally deemed to have constructive custody of the assets of the Private Funds. However, it is not required to comply (or is deemed to have complied) with certain requirements of Rule 206(4)-2 under the Advisers Act with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund (i) be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and (ii) distributes its audited financial statements, prepared in accordance with U.S. GAAP, to all of its investors within 120 days of the end of its fiscal year. Redwood does not currently have custody of the Managed Account’s assets.

Redwood, through its investment management agreements, generally maintains full investment discretion with respect to the Funds, subject to any limitations specified in the relevant investment management agreement. In its role as a discretionary investment manager, Redwood has the authority to choose which investments are purchased or sold, the quantities of each investment to be purchased and sold and the broker through whom transactions are executed. Because of the differences in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held.

The SEC adopted Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. In compliance with such rules, Redwood has adopted proxy voting policies and procedures. Redwood has engaged the Proxyedge service from Broadridge to handle the administrative mechanics of proxy voting and Glass Lewis to provide voting recommendations. Glass Lewis is an unaffiliated, third party proxy voting research service, specializing in providing a variety of proxy-related services to institutional investment managers. The services provided to Redwood will include research analysis of

shareholder meeting agendas, vote recommendations, reporting and recordkeeping. Glass Lewis automatically pre-populates Redwood’s proxy votes based on Glass Lewis’ voting guidelines which have been approved by Redwood. To the extent Redwood becomes aware that an issuer that is the subject of Glass Lewis’ voting recommendation intends to file or has filed additional soliciting materials (“Additional Information”) after Redwood has received Glass Lewis’ voting recommendation but before the proxy submission deadline, and the Additional Information would reasonably be expected to affect Redwood’s voting determination, Redwood will consider the Additional Information prior to exercising voting authority to confirm that Redwood is voting in its clients’ best interest. There may be occasions where the voting of proxies may present an actual or perceived conflict of interest between Redwood and its clients. Redwood will not vote proxies contrary to the best interest of its clients due to business or personal relationships with an issuer’s management, participants in proxy contests, corporate directors or candidates for corporate directorships, or where Redwood or an employee may have a personal interest in the outcome of a particular matter before shareholders. When there exists an actual or potential conflict of interest, Redwood addresses these conflicts or appearances of conflicts by ensuring that proxies are voted in accordance with the recommendations made by a third-party. Clients may contact Redwood to obtain information on how proxies were voted for such client and to request a copy of Redwood’s proxy voting policies and procedures.

This item is inapplicable.